ETF Opportunities Trust and Applied Finance Advisors, LLC; Notice of Application, 1456-1457 [2022-00242]

Download as PDF 1456 Federal Register / Vol. 87, No. 7 / Tuesday, January 11, 2022 / Notices of the purposes of the Act. Specifically, the Exchange believes that the proposed change will reflect the fee that will be assessed by FINRA for Form U4 filings as of January 2, 2022 and will thus result in the same regulatory fees being charged to all OTP Holders required to report information to the CRD system and for services performed by FINRA, regardless of whether or not such OTP Holders are FINRA members. C. Self-Regulatory Organization’s Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others No written comments were solicited or received with respect to the proposed rule change. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action The foregoing rule change is effective upon filing pursuant to Section 19(b)(3)(A) 11 of the Act and subparagraph (f)(2) of Rule 19b–4 12 thereunder, because it establishes a due, fee, or other charge imposed by the Exchange. At any time within 60 days of the filing of such proposed rule change, the Commission summarily may temporarily suspend such rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act. If the Commission takes such action, the Commission shall institute proceedings under Section 19(b)(2)(B) 13 of the Act to determine whether the proposed rule change 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: khammond on DSKJM1Z7X2PROD with NOTICES 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– NYSEARCA–2021–106 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–NYSEARCA–2021–106. 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 website (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 website 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. Persons submitting comments are cautioned that we do not redact or edit personal identifying information from comment submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR–NYSEARCA–2021–106 and should be submitted on or before February 1, 2022. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.14 J. Matthew DeLesDernier, Assistant Secretary. [FR Doc. 2022–00261 Filed 1–10–22; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Investment Company Act Release No. 34463; 812–15217] ETF Opportunities Trust and Applied Finance Advisors, LLC; Notice of Application Securities and Exchange Commission (‘‘Commission’’). AGENCY: 11 15 U.S.C. 78s(b)(3)(A). 12 17 CFR 240.19b–4(f)(2). 13 15 U.S.C. 78s(b)(2)(B). VerDate Sep<11>2014 20:03 Jan 10, 2022 14 17 Jkt 256001 PO 00000 CFR 200.30–3(a)(12). Frm 00065 Fmt 4703 Sfmt 4703 ACTION: Notice. 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 subadvisers without shareholder approval and grant relief from the Disclosure Requirements as they relate to fees paid to the sub-advisers. APPLICANTS: ETF Opportunities Trust (the ‘‘Trust’’), a Delaware statutory trust registered under the Act as an open-end management investment company that offers the Applied Finance Valuation Large Cap ETF (the ‘‘Existing Fund’’), and Applied Finance Advisors, LLC (the ‘‘Adviser’’), a Delaware limited liability company that is registered as an investment adviser under the Investment Advisers Act of 1940 (collectively with the Trust, the ‘‘Applicants’’). FILING DATES: The application was filed on April 6, 2021, and amended on July 29, 2021 and November 10, 2021. HEARING OR NOTIFICATION OF HEARING: An order granting the application will be issued unless the Commission orders a hearing. Interested persons may request a hearing by emailing the Commission’s Secretary at SecretarysOffice@sec.gov and serving applicants with a copy of the request by email. Hearing requests should be received by the Commission by 5:30 p.m. on January 31, 2022, and should be accompanied by proof of service on the 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 emailing the Commission’s Secretary at SecretarysOffice@sec.gov. ADDRESSES: The Commission: Secretarys-Office@sec.gov. Applicants: kshupe@ccofva.com. FOR FURTHER INFORMATION CONTACT: Erin Loomis Moore, Senior Counsel, at (202) 551–6721, or Joseph Toner, Acting Branch Chief, at (202) 551–6825 E:\FR\FM\11JAN1.SGM 11JAN1 Federal Register / Vol. 87, No. 7 / Tuesday, January 11, 2022 / Notices (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 website by searching for the file number, or an applicant using the Company name box, at https:// www.sec.gov/search/search.htm or by calling (202) 551–8090. khammond on DSKJM1Z7X2PROD with NOTICES Summary of the Application: 1. The Adviser will serve as the investment adviser to each Sub-Advised Series pursuant to an investment advisory agreement with the Trust (the ‘‘Investment Management Agreement’’).1 Under the terms of each Investment Management Agreement, the Adviser, subject to the supervision of the board of trustees of the Trust (the ‘‘Board’’) will provide continuous investment management of the assets of each Sub-Advised Series. Consistent with the terms of each 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 Sub-Advised Series 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 Sub-Advised Series. The Adviser will evaluate, select and recommend Sub-Advisers to manage the assets of a Sub-Advised Series and will oversee, monitor, and review the Sub1 Applicants request relief with respect to the named Applicants, including the Existing Fund, 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: (a) Is advised by the Adviser, its successors, or any entity controlling, controlled by or under common control with, the Adviser or its successors that serves as the primary adviser to a Sub-Advised Series (each, an ‘‘Adviser’’); (b) uses the multimanager structure described in the application; and (c) complies with the terms and conditions set forth in the application (each, a ‘‘Sub-Advised Series’’). 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. 2 A ‘‘Sub-Adviser’’ for a Sub-Advised Series is (1) an indirect or direct ‘‘wholly-owned subsidiary’’ (as such term is defined in the Act) of the Adviser for that Sub-Advised Series, or (2) a sister company of the Adviser for that Sub-Advised Series 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 ‘‘WhollyOwned 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 Sub-Advised Series, 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 Series or as an investment adviser or subadviser to any series of the Trust other than the Sub-Advised Series (‘‘Non-Affiliated Sub-Adviser’’). VerDate Sep<11>2014 20:03 Jan 10, 2022 Jkt 256001 Advisers and their performance and recommend the removal or replacement of Sub-Advisers. 2. Applicants request an order to permit the Adviser, subject to Board approval, to enter into investment subadvisory agreements with the SubAdvisers (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 Sub-Advised Series to disclose (as both a dollar amount and a percentage of the Sub-Advised Series’ 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’’). 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 Sub-Advised Series shareholders and notification about sub-advisory changes and enhanced Board oversight to protect the interests of the Sub-Advised Series’ 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 Sub-Advised Series. Applicants believe that the requested 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 Sub-Advised Series or of the Adviser, other than by reason of serving as a sub-adviser to one or more of the Sub-Advised Series or as an investment adviser or sub-adviser to any series of the Trust other than the Sub-Advised Series (‘‘Affiliated Sub-Adviser’’). PO 00000 Frm 00066 Fmt 4703 Sfmt 4703 1457 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 Series. For the Commission, by the Division of Investment Management, under delegated authority. Dated: January 5, 2022. J. Matthew DeLesDernier, Assistant Secretary. [FR Doc. 2022–00242 Filed 1–10–22; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–93906; File No. SR–ICEEU– 2021–026] Self-Regulatory Organizations; ICE Clear Europe Limited; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Relating to Amendments to the ICE Clear Europe Futures & Options Default Management Policy January 5, 2022. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (‘‘Act’’),1 and Rule 19b–4 thereunder,2 notice is hereby given that on December 22, 2021, ICE Clear Europe Limited (‘‘ICE Clear Europe’’ or the ‘‘Clearing House’’) filed with the Securities and Exchange Commission (‘‘Commission’’) the proposed rule changes described in Items I, II and III below, which Items have been prepared primarily by ICE Clear Europe. ICE Clear Europe filed the proposed rule change pursuant to Section 19(b)(3)(A) of the Act 3 and Rule 19b–4(f)(4)(ii) thereunder,4 such that the proposed rule change was immediately effective upon filing with the Commission. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. I. Clearing Agency’s Statement of the Terms of Substance of the Proposed Rule Change The principal purpose of the proposed amendments is for ICE Clear Europe to modify its Futures & Options Default Management Policy (‘‘F&O Default Management Policy’’ or ‘‘Policy’’) to make certain clarifications and updates. 1 15 U.S.C. 78s(b)(1). CFR 240.19b–4. 3 15 U.S.C. 78s(b)(3)(A). 4 17 CFR 240.19b–4(f)(4)(ii). 2 17 E:\FR\FM\11JAN1.SGM 11JAN1

Agencies

[Federal Register Volume 87, Number 7 (Tuesday, January 11, 2022)]
[Notices]
[Pages 1456-1457]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2022-00242]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 34463; 812-15217]


ETF Opportunities Trust and Applied Finance Advisors, LLC; Notice 
of Application

AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice.

-----------------------------------------------------------------------

    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 Opportunities Trust (the ``Trust''), a Delaware 
statutory trust registered under the Act as an open-end management 
investment company that offers the Applied Finance Valuation Large Cap 
ETF (the ``Existing Fund''), and Applied Finance Advisors, LLC (the 
``Adviser''), a Delaware limited liability company that is registered 
as an investment adviser under the Investment Advisers Act of 1940 
(collectively with the Trust, the ``Applicants'').

Filing Dates:  The application was filed on April 6, 2021, and amended 
on July 29, 2021 and November 10, 2021.

Hearing or Notification of Hearing:  An order granting the application 
will be issued unless the Commission orders a hearing. Interested 
persons may request a hearing by emailing the Commission's Secretary at 
[email protected] and serving applicants with a copy of the 
request by email. Hearing requests should be received by the Commission 
by 5:30 p.m. on January 31, 2022, and should be accompanied by proof of 
service on the 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 emailing the 
Commission's Secretary at [email protected].

ADDRESSES: The Commission: [email protected]. Applicants: 
[email protected].

FOR FURTHER INFORMATION CONTACT: Erin Loomis Moore, Senior Counsel, at 
(202) 551-6721, or Joseph Toner, Acting Branch Chief, at (202) 551-6825

[[Page 1457]]

(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 website by searching for the file number, or 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 Adviser will serve as the investment adviser to each Sub-
Advised Series pursuant to an investment advisory agreement with the 
Trust (the ``Investment Management Agreement'').\1\ Under the terms of 
each Investment Management Agreement, the Adviser, subject to the 
supervision of the board of trustees of the Trust (the ``Board'') will 
provide continuous investment management of the assets of each Sub-
Advised Series. Consistent with the terms of each 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 Sub-Advised Series 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 Sub-Advised Series. The Adviser 
will evaluate, select and recommend Sub-Advisers to manage the assets 
of a Sub-Advised Series 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 named 
Applicants, including the Existing Fund, 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: (a) 
Is advised by the Adviser, its successors, or any entity 
controlling, controlled by or under common control with, the Adviser 
or its successors that serves as the primary adviser to a Sub-
Advised Series (each, an ``Adviser''); (b) uses the multi-manager 
structure described in the application; and (c) complies with the 
terms and conditions set forth in the application (each, a ``Sub-
Advised Series''). 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.
    \2\ A ``Sub-Adviser'' for a Sub-Advised Series is (1) an 
indirect or direct ``wholly-owned subsidiary'' (as such term is 
defined in the Act) of the Adviser for that Sub-Advised Series, or 
(2) a sister company of the Adviser for that Sub-Advised Series 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 Sub-
Advised Series, 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 Sub-Advised Series or as an investment adviser or 
sub-adviser to any series of the Trust other than the Sub-Advised 
Series (``Non-Affiliated Sub-Adviser'').
---------------------------------------------------------------------------

    2. Applicants request an order to permit the Adviser, subject to 
Board approval, 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 Sub-Advised Series to disclose (as both a 
dollar amount and a percentage of the Sub-Advised Series' 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'').
---------------------------------------------------------------------------

    \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 Sub-Advised Series 
or of the Adviser, other than by reason of serving as a sub-adviser 
to one or more of the Sub-Advised Series or as an investment adviser 
or sub-adviser to any series of the Trust other than the Sub-Advised 
Series (``Affiliated Sub-Adviser'').
---------------------------------------------------------------------------

    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 Sub-Advised Series shareholders and 
notification about sub-advisory changes and enhanced Board oversight to 
protect the interests of the Sub-Advised Series' 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 Sub-Advised Series. 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 Sub-Advised Series.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
    Dated: January 5, 2022.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2022-00242 Filed 1-10-22; 8:45 am]
BILLING CODE 8011-01-P
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