Innovator ETFs Trust, et al., 44374-44375 [2018-18776]
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Federal Register / Vol. 83, No. 169 / Thursday, August 30, 2018 / Notices
covered clearing agency’s current
operating expenses, or (y) the amount
determined by the board of directors to
be sufficient to ensure a recovery or
orderly wind-down of critical
operations and services of the covered
clearing agency, as contemplated by the
plans established under Rule 17Ad–
22(e)(3)(ii) under the Act,72 discussed
above.73
As discussed above, FICC’s Capital
Policy is designed to address how FICC
holds LNA in compliance with these
requirements,74 while the Wind-down
Plan would include an analysis to
estimate the amount of time and cost to
achieve a recovery or orderly winddown of FICC’s critical operations and
services, and would provide that the
Board review and approve this analysis
and estimation annually. The Winddown Plan also would provide that the
estimate would be the Recovery/Winddown Capital Requirement under the
Capital Policy. Under that policy, the
General Business Risk Capital
Requirement, which is the amount of
LNA that FICC plans to hold to cover
potential general business losses so that
it can continue operations and services
as a going concern if those losses
materialize, is calculated as the greatest
of three estimated amounts, one of
which is this Recovery/Wind-down
Capital Requirement. Therefore, the
Commission believes that the R&W Plan
is consistent with Rules 17Ad–
22(e)(15)(i) and (ii) under the Act.75
III. Conclusion
It is therefore noticed, pursuant to
Section 806(e)(1)(I) of the Clearing
Supervision Act,76 that the Commission
DOES NOT OBJECT to advance notice
SR–FICC–2017–805, as modified by
Amendment No. 1, and that FICC is
authorized to implement the proposal as
of the date of this notice or the date of
an order by the Commission approving
proposed rule change SR–FICC–2017–
021, as modified by Amendment No. 1,
whichever is later.
By the Commission.
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018–18868 Filed 8–29–18; 8:45 am]
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BILLING CODE 8011–01–P
72 17
CFR 240.17Ad–22(e)(3)(ii).
CFR 240.17Ad–22(e)(15)(ii).
74 Supra note 14.
75 17 CFR 240.17Ad–22(e)(15)(i) and (ii).
76 12 U.S.C. 5465(e)(1)(I).
73 17
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17:25 Aug 29, 2018
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SECURITIES AND EXCHANGE
COMMISSION
[Investment Company Act Release No.
33214; File No. 812–14837]
Innovator ETFs Trust, et al.
August 24, 2018.
Securities and Exchange
Commission (‘‘Commission’’).
ACTION: Notice.
AGENCY:
Notice of an application for an order
under section 12(d)(1)(J) of the
Investment Company Act of 1940 (the
‘‘Act’’) for an exemption from sections
12(d)(1)(A), (B), and (C) of the Act and
under sections 6(c) and 17(b) of the Act
for an exemption from section 17(a) of
the Act. The requested order would
permit certain registered open-end
investment companies to acquire shares
of certain registered open-end
investment companies, registered
closed-end investment companies,
business development companies, as
defined in section 2(a)(48) of the Act
(‘‘BDCs’’), and registered unit
investment trusts (collectively,
‘‘Underlying Funds’’) that are within
and outside the same group of
investment companies as the acquiring
investment companies, in excess of the
limits in section 12(d)(1) of the Act.
APPLICANTS: Innovator ETFs Trust (the
‘‘Trust’’), a Delaware statutory trust that
is registered under the Act as an openend management investment company
with multiple series, Innovator Capital
Management, LLC (the ‘‘Initial
Adviser’’), a limited liability company
organized under the laws of the state of
Delaware that is registered as an
investment adviser under the
Investment Advisers Act of 1940, and
Foreside Fund Services, LLC (the
‘‘Distributor’’), registered as a brokerdealer under the Securities Exchange
Act of 1934 (the ‘‘1934 Act’’) and a
member of the Financial Industry
Regulatory Authority.
FILING DATES: The application was filed
on October 31, 2017, and amended on
May 1, 2018.
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 September 18, 2018,
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
PO 00000
Frm 00118
Fmt 4703
Sfmt 4703
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: Innovator ETFs Trust and
Innovator Capital Management, LLC,
120 North Hale Street, Suite 200,
Wheaton, IL 60187; Foreside Fund
Services, LLC, Three Canal Plaza, Suite
100, Portland, ME 04101.
FOR FURTHER INFORMATION CONTACT:
Christine Y. Greenlees, Senior Counsel,
at (202) 551–6879, or Andrea
Ottomanelli Magovern, 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
website 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. Applicants request an order to
permit (a) each Fund 1 (each a ‘‘Fund of
Funds’’) to acquire shares of Underlying
Funds 2 in excess of the limits in
sections 12(d)(1)(A) and (C) of the Act
and (b) each Underlying Fund that is a
registered open-end management
1 Applicants request that the order apply not only
to the existing series of the Trust (the ‘‘Initial
Funds’’), but that the order also extend to any future
series of the Trust and any other existing or future
registered open-end management investment
companies and any series thereof that are part of the
same ‘‘group of investment companies,’’ as defined
in section 12(d)(1)(G)(ii) of the Act, as the Trust and
are, or may in the future be, advised by the Initial
Adviser or its successor or any other investment
adviser controlling, controlled by, or under
common control with the Initial Adviser or its
successor (together with the Initial Funds, each
series a ‘‘Fund,’’ and collectively, the ‘‘Funds’’).
Applicants further request that the order also apply
to any future principal underwriter and distributor
for a 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. For
purposes of the request for relief, the term ‘‘group
of investment companies’’ means any two or more
registered investment companies, including closedend investment companies, and BDCs, that hold
themselves out to investors as related companies for
purposes of investment and investor services.
2 Certain of the Underlying Funds have obtained
exemptions from the Commission necessary to
permit their shares to be listed and traded on a
national securities exchange at negotiated prices
and, accordingly, to operate as an exchange-traded
fund (‘‘ETF’’).
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Federal Register / Vol. 83, No. 169 / Thursday, August 30, 2018 / Notices
investment company or series thereof,
their principal underwriters, and any
broker or dealer registered under the
1934 Act to sell shares of the
Underlying Funds to the Fund of Funds
in excess of the limits in section
12(d)(1)(B) of the Act.3 Applicants also
request an order of exemption under
sections 6(c) and 17(b) of the Act from
the prohibition on certain affiliated
transactions in section 17(a) of the Act
to the extent necessary to permit the
Underlying Funds to sell their shares to,
and redeem their shares from, the Funds
of Funds.4 Applicants state that such
transactions will be consistent with the
policies of each Fund of Funds and each
Underlying Fund and with the general
purposes of the Act and will be based
on the net asset values of the
Underlying Funds.
2. 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 are designed to, among
other things, help prevent any potential
(i) undue influence over an Underlying
Fund that is not in the same ‘‘group of
investment companies’’ as the Fund of
Funds through control or voting power,
or in connection with certain services,
transactions, and underwritings, (ii)
excessive layering of fees, and (iii)
overly complex fund structures, which
are the concerns underlying the limits
in sections 12(d)(1)(A), (B), and (C) of
the Act.
3. Section 12(d)(1)(J) 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 provision of section 12(d)(1) if the
exemption is consistent with the public
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3 Applicants
are not requesting relief for a Fund
of Funds to invest in BDCs and registered closedend investment companies that are not listed and
traded on a national securities exchange.
4 A Fund of Funds generally would purchase and
sell shares of an Underlying Fund that operates as
an ETF or closed-end fund through secondary
market transactions rather than through principal
transactions with the Underlying Fund. Applicants
nevertheless request relief from sections 17(a)(1)
and (2) to permit each ETF or closed-end fund that
is an affiliated person, or an affiliated person of an
affiliated person, as defined in section 2(a)(3) of the
Act, of a Fund of Funds, to sell shares to or redeem
shares from the Fund of Funds. This includes, in
the case of sales and redemptions of shares of ETFs,
the in-kind transactions that accompany such sales
and redemptions. Applicants are not seeking relief
from section 17(a) for, and the requested relief will
not apply to, transactions where an ETF, BDC or
closed-end fund could be deemed an affiliated
person, or an affiliated person of an affiliated
person, of a Fund of Funds because an investment
adviser to the ETF, BDC or closed-end fund or an
entity controlling, controlled by or under common
control with the investment adviser to the ETF,
BDC or closed-end fund, is also an investment
adviser to the Fund of Funds.
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17:25 Aug 29, 2018
Jkt 244001
interest and the protection of investors.
Section 17(b) of the Act authorizes the
Commission to grant an order
permitting a transaction otherwise
prohibited by section 17(a) if it finds
that (a) the terms of the proposed
transaction are fair and reasonable and
do not involve overreaching on the part
of any person concerned; (b) the
proposed transaction is consistent with
the policies of each registered
investment company involved; and (c)
the proposed transaction is consistent
with the general purposes of the Act.
Section 6(c) of the Act permits the
Commission to exempt any persons or
transactions from any provision of the
Act if such exemption is necessary or
appropriate in the public interest and
consistent with the protection of
investors and the purposes fairly
intended by the policy and provisions of
the Act.
For the Commission, by the Division of
Investment Management, pursuant to
delegated authority.
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018–18776 Filed 8–29–18; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–83949; File No. SR–BOX–
2018–26]
Self-Regulatory Organizations; BOX
Options Exchange LLC; Notice of
Filing and Immediate Effectiveness of
a Proposed Rule Change To Reflect a
Non-Substantive Name Change in the
Market’s Governing Documents
August 27, 2018.
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 August
15, 2018, BOX Options Exchange LLC
(the ‘‘Exchange’’) filed with the
Securities and Exchange Commission
(‘‘Commission’’) the proposed rule
change as described in Items I, II, and
III below, which Items have been
prepared by the self-regulatory
organization. The Commission is
publishing this notice to solicit
comments on the proposed rule from
interested persons.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The Exchange proposes to reflect a
non-substantive name change in the
1 15
2 17
PO 00000
U.S.C. 78s(b)(1).
CFR 240.19b–4.
Frm 00119
Fmt 4703
Sfmt 4703
44375
Market’s governing documents. The text
of the proposed rule change is available
from the principal office of the
Exchange, at the Commission’s Public
Reference Room and also on the
Exchange’s internet website at https://
boxoptions.com.
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
In its filing with the Commission, the
self-regulatory organization included
statements concerning the purpose of,
and basis for, the proposed rule change
and discussed any comments it received
on the proposed rule change. The text
of these statements may be examined at
the places specified in Item IV below.
The self-regulatory organization has
prepared summaries, set forth in
Sections A, B, and C below, of the most
significant aspects of such statements.
A. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
1. Purpose
The purpose of this filing is to reflect
a non-substantive name change in the
Market’s governing documents. On July
13, 2018, the BOX Market LLC Board of
Directors approved that the name of
BOX Market LLC be changed to ‘‘BOX
Options Market LLC’’ and that each
officer of the Company be, and hereby
is, authorized and directed to undertake
any actions required or advisable to
carry out the name change, including
with respect to the SEC and any
governmental or third parties. The
Exchange intends for these changes to
be effective upon filing.
As proposed, references to the
Market’s name will be deleted and
revised to state the new name, as
described more fully below. No other
substantive changes are being proposed
in this filing. The Exchange represents
that these changes are concerned solely
with the administration of the Market, a
facility of the Exchange, and do not
affect the meaning, administration, or
enforcement of any rules of the
Exchange or the rights, obligations, or
privileges of Exchange members or their
associated persons is any way.
Accordingly, this filing is being
submitted under Rule 19b–4(f)(3). In
lieu of providing a copy of the marked
name changes for all corporate
documents, the Exchange represents
that it will make the necessary nonsubstantive revisions described below to
the applicable corporate governance
documents and post updated versions of
E:\FR\FM\30AUN1.SGM
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]]>Agencies
[Federal Register Volume 83, Number 169 (Thursday, August 30, 2018)]
[Notices]
[Pages 44374-44375]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2018-18776]
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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 33214; File No. 812-14837]
Innovator ETFs Trust, et al.
August 24, 2018.
AGENCY: Securities and Exchange Commission (``Commission'').
ACTION: Notice.
-----------------------------------------------------------------------
Notice of an application for an order under section 12(d)(1)(J) of
the Investment Company Act of 1940 (the ``Act'') for an exemption from
sections 12(d)(1)(A), (B), and (C) of the Act and under sections 6(c)
and 17(b) of the Act for an exemption from section 17(a) of the Act.
The requested order would permit certain registered open-end investment
companies to acquire shares of certain registered open-end investment
companies, registered closed-end investment companies, business
development companies, as defined in section 2(a)(48) of the Act
(``BDCs''), and registered unit investment trusts (collectively,
``Underlying Funds'') that are within and outside the same group of
investment companies as the acquiring investment companies, in excess
of the limits in section 12(d)(1) of the Act.
APPLICANTS: Innovator ETFs Trust (the ``Trust''), a Delaware statutory
trust that is registered under the Act as an open-end management
investment company with multiple series, Innovator Capital Management,
LLC (the ``Initial Adviser''), a limited liability company organized
under the laws of the state of Delaware that is registered as an
investment adviser under the Investment Advisers Act of 1940, and
Foreside Fund Services, LLC (the ``Distributor''), registered as a
broker-dealer under the Securities Exchange Act of 1934 (the ``1934
Act'') and a member of the Financial Industry Regulatory Authority.
FILING DATES: The application was filed on October 31, 2017, and
amended on May 1, 2018.
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 September 18, 2018, 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 writing to the
Commission's Secretary.
ADDRESSES: Secretary, U.S. Securities and Exchange Commission, 100 F
Street NE, Washington, DC 20549-1090. Applicants: Innovator ETFs Trust
and Innovator Capital Management, LLC, 120 North Hale Street, Suite
200, Wheaton, IL 60187; Foreside Fund Services, LLC, Three Canal Plaza,
Suite 100, Portland, ME 04101.
FOR FURTHER INFORMATION CONTACT: Christine Y. Greenlees, Senior
Counsel, at (202) 551-6879, or Andrea Ottomanelli Magovern, 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 website 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. Applicants request an order to permit (a) each Fund \1\ (each a
``Fund of Funds'') to acquire shares of Underlying Funds \2\ in excess
of the limits in sections 12(d)(1)(A) and (C) of the Act and (b) each
Underlying Fund that is a registered open-end management
[[Page 44375]]
investment company or series thereof, their principal underwriters, and
any broker or dealer registered under the 1934 Act to sell shares of
the Underlying Funds to the Fund of Funds in excess of the limits in
section 12(d)(1)(B) of the Act.\3\ Applicants also request an order of
exemption under sections 6(c) and 17(b) of the Act from the prohibition
on certain affiliated transactions in section 17(a) of the Act to the
extent necessary to permit the Underlying Funds to sell their shares
to, and redeem their shares from, the Funds of Funds.\4\ Applicants
state that such transactions will be consistent with the policies of
each Fund of Funds and each Underlying Fund and with the general
purposes of the Act and will be based on the net asset values of the
Underlying Funds.
---------------------------------------------------------------------------
\1\ Applicants request that the order apply not only to the
existing series of the Trust (the ``Initial Funds''), but that the
order also extend to any future series of the Trust and any other
existing or future registered open-end management investment
companies and any series thereof that are part of the same ``group
of investment companies,'' as defined in section 12(d)(1)(G)(ii) of
the Act, as the Trust and are, or may in the future be, advised by
the Initial Adviser or its successor or any other investment adviser
controlling, controlled by, or under common control with the Initial
Adviser or its successor (together with the Initial Funds, each
series a ``Fund,'' and collectively, the ``Funds''). Applicants
further request that the order also apply to any future principal
underwriter and distributor for a 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. For purposes of the request for
relief, the term ``group of investment companies'' means any two or
more registered investment companies, including closed-end
investment companies, and BDCs, that hold themselves out to
investors as related companies for purposes of investment and
investor services.
\2\ Certain of the Underlying Funds have obtained exemptions
from the Commission necessary to permit their shares to be listed
and traded on a national securities exchange at negotiated prices
and, accordingly, to operate as an exchange-traded fund (``ETF'').
\3\ Applicants are not requesting relief for a Fund of Funds to
invest in BDCs and registered closed-end investment companies that
are not listed and traded on a national securities exchange.
\4\ A Fund of Funds generally would purchase and sell shares of
an Underlying Fund that operates as an ETF or closed-end fund
through secondary market transactions rather than through principal
transactions with the Underlying Fund. Applicants nevertheless
request relief from sections 17(a)(1) and (2) to permit each ETF or
closed-end fund that is an affiliated person, or an affiliated
person of an affiliated person, as defined in section 2(a)(3) of the
Act, of a Fund of Funds, to sell shares to or redeem shares from the
Fund of Funds. This includes, in the case of sales and redemptions
of shares of ETFs, the in-kind transactions that accompany such
sales and redemptions. Applicants are not seeking relief from
section 17(a) for, and the requested relief will not apply to,
transactions where an ETF, BDC or closed-end fund could be deemed an
affiliated person, or an affiliated person of an affiliated person,
of a Fund of Funds because an investment adviser to the ETF, BDC or
closed-end fund or an entity controlling, controlled by or under
common control with the investment adviser to the ETF, BDC or
closed-end fund, is also an investment adviser to the Fund of Funds.
---------------------------------------------------------------------------
2. 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 are designed to, among other things, help
prevent any potential (i) undue influence over an Underlying Fund that
is not in the same ``group of investment companies'' as the Fund of
Funds through control or voting power, or in connection with certain
services, transactions, and underwritings, (ii) excessive layering of
fees, and (iii) overly complex fund structures, which are the concerns
underlying the limits in sections 12(d)(1)(A), (B), and (C) of the Act.
3. Section 12(d)(1)(J) 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 provision of section
12(d)(1) if the exemption is consistent with the public interest and
the protection of investors. Section 17(b) of the Act authorizes the
Commission to grant an order permitting a transaction otherwise
prohibited by section 17(a) if it finds that (a) the terms of the
proposed transaction are fair and reasonable and do not involve
overreaching on the part of any person concerned; (b) the proposed
transaction is consistent with the policies of each registered
investment company involved; and (c) the proposed transaction is
consistent with the general purposes of the Act. Section 6(c) of the
Act permits the Commission to exempt any persons or transactions from
any provision of the Act if such exemption is necessary or appropriate
in the public interest and consistent with the protection of investors
and the purposes fairly intended by the policy and provisions of the
Act.
For the Commission, by the Division of Investment Management,
pursuant to delegated authority.
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-18776 Filed 8-29-18; 8:45 am]
BILLING CODE 8011-01-P
