ETF Series Solutions and AlphaClone, Inc.; Notice of Application, 74177-74178 [2015-30092]
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Federal Register / Vol. 80, No. 228 / Friday, November 27, 2015 / Notices
Exchange is providing Participants with
additional information with which to
anticipate the impact of the Market
Order Spread Protection feature.
B. Self-Regulatory Organization’s
Statement on Burden on Competition
The Exchange does not believe that
the proposed rule change will impose
any burden on competition not
necessary or appropriate in furtherance
of the purposes of the Act. The
Exchange does not believe that the
proposal to amend the Market Order
Spread Protection rule text to account
for Price Improving or Post-Only Orders
or repricing due to trade-through and
locked and crossed market restrictions
creates an undue burden on competition
because it will serve to provide
Participants with greater information to
anticipate the impact of the Market
Order Spread Protection feature. Today,
Participants are able to submit orders or
quotes priced between the MPV for
display at the nearest MPV. This rule
change would reflect the ability to enter
these types of orders on NOM and the
impact of the Market Order Spread
Protection feature. The purpose of this
rule change is to protect orders resting
on the Order Book when the market is
wide. This feature will be applied in a
similar manner to all Participants on
NOM.
C. Self-Regulatory Organization’s
Statement on Comments on the
Proposed Rule Change Received From
Members, Participants, or Others
No written comments were either
solicited or received.
mstockstill on DSK4VPTVN1PROD with NOTICES
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
Because the foregoing proposed rule
change does not: (i) Significantly affect
the protection of investors or the public
interest; (ii) impose any significant
burden on competition; and (iii) become
operative for 30 days from the date on
which it was filed, or such shorter time
as the Commission may designate, it has
become effective pursuant to Section
19(b)(3)(A)(iii) of the Act 14 and
subparagraph (f)(6) of Rule 19b–4
thereunder.15
At any time within 60 days of the
filing of the proposed rule change, the
Commission summarily may
14 15
U.S.C. 78s(b)(3)(a)(iii).
CFR 240.19b–4(f)(6). In addition, Rule 19b–
4(f)(6) requires a self-regulatory organization to give
the Commission written notice of its intent to file
the proposed rule change at least five business days
prior to the date of filing of the proposed rule
change, or such shorter time as designated by the
Commission. The Exchange has satisfied this
requirement.
15 17
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temporarily suspend such rule change if
it appears to the Commission that such
action is: (i) Necessary or appropriate in
the public interest; (ii) for the protection
of investors; or (iii) otherwise in
furtherance of the purposes of the Act.
If the Commission takes such action, the
Commission shall institute proceedings
to determine whether the proposed rule
should be approved or disapproved.
IV. Solicitation of Comments
Interested persons are invited to
submit written data, views, and
arguments concerning the foregoing,
including whether the proposed rule
change is consistent with the Act.
Comments may be submitted by any of
the following methods:
Electronic Comments
• Use the Commission’s Internet
comment form (https://www.sec.gov/
rules/sro.shtml); or
• Send an email to rule-comments@
sec.gov. Please include File Number SR–
NASDAQ–2015–142 on the subject line.
Paper Comments
• Send paper comments in triplicate
to Secretary, Securities and Exchange
Commission, 100 F Street NE.,
Washington, DC 20549–1090.
All submissions should refer to File
Number SR–NASDAQ–2015–142. This
file number should be included on the
subject line if email is used. To help the
Commission process and review your
comments more efficiently, please use
only one method. The Commission will
post all comments on the Commission’s
Internet Web site (https://www.sec.gov/
rules/sro.shtml). Copies of the
submission, all subsequent
amendments, all written statements
with respect to the proposed rule
change that are filed with the
Commission, and all written
communications relating to the
proposed rule change between the
Commission and any person, other than
those that may be withheld from the
public in accordance with the
provisions of 5 U.S.C. 552, will be
available for Web site viewing and
printing in the Commission’s Public
Reference Room, 100 F Street NE.,
Washington, DC 20549, on official
business days between the hours of
10:00 a.m. and 3:00 p.m. Copies of the
filing also will be available for
inspection and copying at the principal
office of the Exchange. All comments
received will be posted without change;
the Commission does not edit personal
identifying information from
submissions. You should submit only
information that you wish to make
available publicly. All submissions
PO 00000
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74177
should refer to File Number SR–
NASDAQ–2015–142 and should be
submitted on or before December 18,
2015.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.16
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2015–30088 Filed 11–25–15; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Investment Company Act Release No.
31906; File No. 812–14475]
ETF Series Solutions and AlphaClone,
Inc.; Notice of Application
November 19, 2015.
Securities and Exchange
Commission (‘‘Commission’’).
ACTION: Notice of an application under
section 6(c) of the Investment Company
Act of 1940 (‘‘Act’’) for an exemption
from section 15(a) of the Act and rule
18f–2 under the Act, as well as from
certain disclosure requirements in rule
20a–1 under the Act, Item 19(a)(3) of
Form N–1A, Items 22(c)(1)(ii),
22(c)(1)(iii), 22(c)(8) and 22(c)(9) of
Schedule 14A under the Securities
Exchange Act of 1934, and Sections 6–
07(2)(a), (b), and (c) of Regulation S–X
(‘‘Disclosure Requirements’’). The
requested exemption would permit an
investment adviser to hire and replace
certain sub-advisers without
shareholder approval and grant relief
from the Disclosure Requirements as
they relate to fees paid to the subadvisers.
AGENCY:
Applicants: ETF Series Solutions (the
‘‘Trust’’), a Delaware statutory trust
registered under the Act as an open-end
management investment company with
multiple series, and AlphaClone, Inc.
(the ‘‘Initial Adviser’’), a Delaware
corporation registered as an investment
adviser under the Investment Advisers
Act of 1940.
Filing Dates: The application was
filed on May 28, 2015 and amended on
September 25, 2015.
Hearing or Notification of Hearing: An
order granting the requested relief will
be issued unless the Commission orders
a hearing. Interested persons may
request a hearing by writing to the
Commission’s Secretary and serving
applicants with a copy of the request,
personally or by mail. Hearing requests
should be received by the Commission
by 5:30 p.m. on December 14, 2015, and
16 17
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CFR 200.30–3(a)(12).
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74178
Federal Register / Vol. 80, No. 228 / Friday, November 27, 2015 / Notices
should be accompanied by proof of
service on applicants, in the form of an
affidavit or, for lawyers, a certificate of
service. Pursuant to rule 0–5 under the
Act, hearing requests should state the
nature of the writer’s interest, any facts
bearing upon the desirability of a
hearing on the matter, the reason for the
request, and the issues contested.
Persons who wish to be notified of a
hearing may request notification by
writing to the Commission’s Secretary.
ADDRESSES: Secretary, U.S. Securities
and Exchange Commission, 100 F Street
NE., Washington, DC 20549–1090.
Applicants: ETF Series Solutions, 615 E.
Michigan Street, Milwaukee, WI 53202,
and AlphaClone, Inc., One Market
Street, Steuart Tower, Suite 1208, San
Francisco, CA 94105.
FOR FURTHER INFORMATION CONTACT:
Courtney S. Thornton, Senior Counsel,
at (202) 551–6812, or David P. Bartels,
Branch Chief, at (202) 551–6821
(Division of Investment Management,
Chief Counsel’s Office).
SUPPLEMENTARY INFORMATION: The
following is a summary of the
application. The complete application
may be obtained via the Commission’s
Web site by searching for the file
number, or for an applicant using the
Company name box, at https://
www.sec.gov/search/search.htm or by
calling (202) 551–8090.
mstockstill on DSK4VPTVN1PROD with NOTICES
Summary of the Application
1. The Initial Adviser is the
investment adviser to the Trust’s
AlphaClone Small Cap ETF,
AlphaClone International ETF,
AlphaClone Activist ETF, and
AlphaClone Value ETF (collectively,
‘‘Initial Funds’’) pursuant to an
investment management agreement with
the Trust (‘‘Investment Management
Agreement’’).1 Under the terms of the
1 Applicants request relief with respect to the
Initial Funds, as well as to any future series of the
Trust and any other existing or future registered
open-end management investment company or
series thereof that, in each case, is advised by the
Initial Adviser or any entity controlling, controlled
by, or under common control with, the Initial
Adviser or its successors (each, also an ‘‘Adviser’’),
uses the multi-manager structure described in the
application, and complies with the terms and
conditions set forth in the application (each, a
‘‘Subadvised Fund’’). For purposes of the requested
order, ‘‘successor’’ is limited to an entity that
results from a reorganization into another
jurisdiction or a change in the type of business
organization. Future Subadvised Funds may be
operated as a master-feeder structure pursuant to
section 12(d)(1)(E) of the Act. In such a structure,
certain series of the Trust (each, a ‘‘Feeder Fund’’)
may invest substantially all of their assets in a
Subadvised Fund (a ‘‘Master Fund’’) pursuant to
section 12(d)(1)(E) of the Act. No Feeder Fund will
engage any sub-advisers other than through
approving the engagement of one or more of the
Master Fund’s sub-advisers.
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Investment Management Agreement, the
Adviser, subject to the supervision of
the board of trustees of the Trust
(‘‘Board’’), provides continuous
investment management of the assets of
each Subadvised Fund. Consistent with
the terms of the Investment
Management Agreement, the Adviser
may, subject to the approval of the
Board, delegate portfolio management
responsibilities of all or a portion of the
assets of a Subadvised Fund to one or
more Sub-Advisers.2 The Adviser will
continue to have overall responsibility
for the management and investment of
the assets of each Subadvised Fund. The
Adviser will evaluate, select, and
recommend Sub-Advisers to manage the
assets of a Subadvised Fund and will
oversee, monitor and review the SubAdvisers and their performance and
recommend the removal or replacement
of Sub-Advisers.
2. Applicants request an order to
permit the Adviser, subject to the
approval of the Board, to enter into
investment sub-advisory agreements
with the Sub-Advisers (each, a ‘‘SubAdvisory Agreement’’) and materially
amend such Sub-Advisory Agreements
without obtaining the shareholder
approval required under section 15(a) of
the Act and rule 18f–2 under the Act.3
Applicants also seek an exemption from
the Disclosure Requirements to permit a
Subadvised Fund to disclose (as both a
dollar amount and a percentage of the
Subadvised Fund’s net assets): (a) The
aggregate fees paid to the Adviser and
any Wholly-Owned Sub-Adviser; (b) the
aggregate fees paid to Non-Affiliated
Sub-Advisers; and (c) the fee paid to
each Affiliated Sub-Adviser
(collectively, Aggregate Fee
Disclosure’’).4
2 As used herein, a ‘‘Sub-Adviser’’ for a
Subadvised Fund is (1) an indirect or direct
‘‘wholly owned subsidiary’’ (as such term is defined
in the Act) of the Adviser for that Subadvised Fund,
or (2) a sister company of the Adviser for that
Subadvised Fund that is an indirect or direct
‘‘wholly-owned subsidiary’’ of the same company
that, indirectly or directly, wholly owns the Adviser
(each of (1) and (2) a ‘‘Wholly-Owned Sub-Adviser’’
and collectively, the ‘‘Wholly-Owned SubAdvisers’’), or (3) not an ‘‘affiliated person’’ (as such
term is defined in section 2(a)(3) of the Act) of the
Subadvised Fund, any Feeder Fund invested in a
Master Fund, the Trust, or the Adviser, except to
the extent that an affiliation arises solely because
the Sub-Adviser serves as a sub-adviser to a
Subadvised Fund (‘‘Non-Affiliated Sub-Advisers’’).
3 The requested relief will not extend to any subadviser, other than a Wholly-Owned Sub-Adviser,
who is an affiliated person, as defined in section
2(a)(3) of the Act, of the Subadvised Fund, of any
Feeder Fund, or of the Adviser, other than by
reason of serving as a sub-adviser to one or more
of the Subadvised Funds (‘‘Affiliated SubAdviser’’).
4 For any Subadvised Fund that is a Master Fund,
the relief would also permit any Feeder Fund
PO 00000
Frm 00108
Fmt 4703
Sfmt 9990
3. Applicants agree that any order
granting the requested relief will be
subject to the terms and conditions
stated in the application. Such terms
and conditions provide for, among other
safeguards, appropriate disclosure to
Subadvised Funds’ shareholders and
notification about sub-advisory changes
and enhanced Board oversight to protect
the interests of the Subadvised Funds’
shareholders.
4. Section 6(c) of the Act provides that
the Commission may exempt any
person, security, or transaction or any
class or classes of persons, securities, or
transactions from any provisions of the
Act, or any rule thereunder, if such
relief is necessary or appropriate in the
public interest and consistent with the
protection of investors and purposes
fairly intended by the policy and
provisions of the Act. Applicants
believe that the requested relief meets
this standard because, as further
explained in the application, the
Investment Management Agreements
will remain subject to shareholder
approval, while the role of the SubAdvisers is substantially equivalent to
that of individual portfolio managers, so
that requiring shareholder approval of
Sub-Advisory Agreements would
impose unnecessary delays and
expenses on the Subadvised Funds.
Applicants believe that the requested
relief from the Disclosure Requirements
meets this standard because it will
improve the Adviser’s ability to
negotiate fees paid to the Sub-Advisers
that are more advantageous for the
Subadvised Funds.
For the Commission, by the Division of
Investment Management, under delegated
authority.
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2015–30092 Filed 11–25–15; 8:45 am]
BILLING CODE 8011–01–P
invested in that Master Fund to disclose Aggregate
Fee Disclosure.
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]]>Agencies
[Federal Register Volume 80, Number 228 (Friday, November 27, 2015)]
[Notices]
[Pages 74177-74178]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2015-30092]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 31906; File No. 812-14475]
ETF Series Solutions and AlphaClone, Inc.; Notice of Application
November 19, 2015.
AGENCY: Securities and Exchange Commission (``Commission'').
ACTION: Notice of an application under section 6(c) of the Investment
Company Act of 1940 (``Act'') for an exemption from section 15(a) of
the Act and rule 18f-2 under the Act, as well as from certain
disclosure requirements in rule 20a-1 under the Act, Item 19(a)(3) of
Form N-1A, Items 22(c)(1)(ii), 22(c)(1)(iii), 22(c)(8) and 22(c)(9) of
Schedule 14A under the Securities Exchange Act of 1934, and Sections 6-
07(2)(a), (b), and (c) of Regulation S-X (``Disclosure Requirements'').
The requested exemption would permit an investment adviser to hire and
replace certain sub-advisers without shareholder approval and grant
relief from the Disclosure Requirements as they relate to fees paid to
the sub-advisers.
-----------------------------------------------------------------------
Applicants: ETF Series Solutions (the ``Trust''), a Delaware
statutory trust registered under the Act as an open-end management
investment company with multiple series, and AlphaClone, Inc. (the
``Initial Adviser''), a Delaware corporation registered as an
investment adviser under the Investment Advisers Act of 1940.
Filing Dates: The application was filed on May 28, 2015 and amended
on September 25, 2015.
Hearing or Notification of Hearing: An order granting the requested
relief will be issued unless the Commission orders a hearing.
Interested persons may request a hearing by writing to the Commission's
Secretary and serving applicants with a copy of the request, personally
or by mail. Hearing requests should be received by the Commission by
5:30 p.m. on December 14, 2015, and
[[Page 74178]]
should be accompanied by proof of service on applicants, in the form of
an affidavit or, for lawyers, a certificate of service. Pursuant to
rule 0-5 under the Act, hearing requests should state the nature of the
writer's interest, any facts bearing upon the desirability of a hearing
on the matter, the reason for the request, and the issues contested.
Persons who wish to be notified of a hearing may request notification
by writing to the Commission's Secretary.
ADDRESSES: Secretary, U.S. Securities and Exchange Commission, 100 F
Street NE., Washington, DC 20549-1090. Applicants: ETF Series
Solutions, 615 E. Michigan Street, Milwaukee, WI 53202, and AlphaClone,
Inc., One Market Street, Steuart Tower, Suite 1208, San Francisco, CA
94105.
FOR FURTHER INFORMATION CONTACT: Courtney S. Thornton, Senior Counsel,
at (202) 551-6812, or David P. Bartels, Branch Chief, at (202) 551-6821
(Division of Investment Management, Chief Counsel's Office).
SUPPLEMENTARY INFORMATION: The following is a summary of the
application. The complete application may be obtained via the
Commission's Web site by searching for the file number, or for an
applicant using the Company name box, at https://www.sec.gov/search/search.htm or by calling (202) 551-8090.
Summary of the Application
1. The Initial Adviser is the investment adviser to the Trust's
AlphaClone Small Cap ETF, AlphaClone International ETF, AlphaClone
Activist ETF, and AlphaClone Value ETF (collectively, ``Initial
Funds'') pursuant to an investment management agreement with the Trust
(``Investment Management Agreement'').\1\ Under the terms of the
Investment Management Agreement, the Adviser, subject to the
supervision of the board of trustees of the Trust (``Board''), provides
continuous investment management of the assets of each Subadvised Fund.
Consistent with the terms of the Investment Management Agreement, the
Adviser may, subject to the approval of the Board, delegate portfolio
management responsibilities of all or a portion of the assets of a
Subadvised Fund to one or more Sub-Advisers.\2\ The Adviser will
continue to have overall responsibility for the management and
investment of the assets of each Subadvised Fund. The Adviser will
evaluate, select, and recommend Sub-Advisers to manage the assets of a
Subadvised Fund and will oversee, monitor and review the Sub-Advisers
and their performance and recommend the removal or replacement of Sub-
Advisers.
---------------------------------------------------------------------------
\1\ Applicants request relief with respect to the Initial Funds,
as well as to any future series of the Trust and any other existing
or future registered open-end management investment company or
series thereof that, in each case, is advised by the Initial Adviser
or any entity controlling, controlled by, or under common control
with, the Initial Adviser or its successors (each, also an
``Adviser''), uses the multi-manager structure described in the
application, and complies with the terms and conditions set forth in
the application (each, a ``Subadvised Fund''). For purposes of the
requested order, ``successor'' is limited to an entity that results
from a reorganization into another jurisdiction or a change in the
type of business organization. Future Subadvised Funds may be
operated as a master-feeder structure pursuant to section
12(d)(1)(E) of the Act. In such a structure, certain series of the
Trust (each, a ``Feeder Fund'') may invest substantially all of
their assets in a Subadvised Fund (a ``Master Fund'') pursuant to
section 12(d)(1)(E) of the Act. No Feeder Fund will engage any sub-
advisers other than through approving the engagement of one or more
of the Master Fund's sub-advisers.
\2\ As used herein, a ``Sub-Adviser'' for a Subadvised Fund is
(1) an indirect or direct ``wholly owned subsidiary'' (as such term
is defined in the Act) of the Adviser for that Subadvised Fund, or
(2) a sister company of the Adviser for that Subadvised Fund that is
an indirect or direct ``wholly-owned subsidiary'' of the same
company that, indirectly or directly, wholly owns the Adviser (each
of (1) and (2) a ``Wholly-Owned Sub-Adviser'' and collectively, the
``Wholly-Owned Sub-Advisers''), or (3) not an ``affiliated person''
(as such term is defined in section 2(a)(3) of the Act) of the
Subadvised Fund, any Feeder Fund invested in a Master Fund, the
Trust, or the Adviser, except to the extent that an affiliation
arises solely because the Sub-Adviser serves as a sub-adviser to a
Subadvised Fund (``Non-Affiliated Sub-Advisers'').
---------------------------------------------------------------------------
2. Applicants request an order to permit the Adviser, subject to
the approval of the Board, to enter into investment sub-advisory
agreements with the Sub-Advisers (each, a ``Sub-Advisory Agreement'')
and materially amend such Sub-Advisory Agreements without obtaining the
shareholder approval required under section 15(a) of the Act and rule
18f-2 under the Act.\3\ Applicants also seek an exemption from the
Disclosure Requirements to permit a Subadvised Fund to disclose (as
both a dollar amount and a percentage of the Subadvised Fund's net
assets): (a) The aggregate fees paid to the Adviser and any Wholly-
Owned Sub-Adviser; (b) the aggregate fees paid to Non-Affiliated Sub-
Advisers; and (c) the fee paid to each Affiliated Sub-Adviser
(collectively, Aggregate Fee Disclosure'').\4\
---------------------------------------------------------------------------
\3\ The requested relief will not extend to any sub-adviser,
other than a Wholly-Owned Sub-Adviser, who is an affiliated person,
as defined in section 2(a)(3) of the Act, of the Subadvised Fund, of
any Feeder Fund, or of the Adviser, other than by reason of serving
as a sub-adviser to one or more of the Subadvised Funds
(``Affiliated Sub-Adviser'').
\4\ For any Subadvised Fund that is a Master Fund, the relief
would also permit any Feeder Fund invested in that Master Fund to
disclose Aggregate Fee Disclosure.
---------------------------------------------------------------------------
3. Applicants agree that any order granting the requested relief
will be subject to the terms and conditions stated in the application.
Such terms and conditions provide for, among other safeguards,
appropriate disclosure to Subadvised Funds' shareholders and
notification about sub-advisory changes and enhanced Board oversight to
protect the interests of the Subadvised Funds' shareholders.
4. Section 6(c) of the Act provides that the Commission may exempt
any person, security, or transaction or any class or classes of
persons, securities, or transactions from any provisions of the Act, or
any rule thereunder, if such relief is necessary or appropriate in the
public interest and consistent with the protection of investors and
purposes fairly intended by the policy and provisions of the Act.
Applicants believe that the requested relief meets this standard
because, as further explained in the application, the Investment
Management Agreements will remain subject to shareholder approval,
while the role of the Sub-Advisers is substantially equivalent to that
of individual portfolio managers, so that requiring shareholder
approval of Sub-Advisory Agreements would impose unnecessary delays and
expenses on the Subadvised Funds. Applicants believe that the requested
relief from the Disclosure Requirements meets this standard because it
will improve the Adviser's ability to negotiate fees paid to the Sub-
Advisers that are more advantageous for the Subadvised Funds.
For the Commission, by the Division of Investment Management,
under delegated authority.
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2015-30092 Filed 11-25-15; 8:45 am]
BILLING CODE 8011-01-P
