44374 Federal Register / Vol. 83, No. 169 / Thursday, August 30, 2018 / Notices 

72 17 CFR 240.17Ad–22(e)(3)(ii). 

73 17 CFR 240.17Ad–22(e)(15)(ii). 

74Supra note 14. 

75 17 CFR 240.17Ad–22(e)(15)(i) and (ii). 

76 12 U.S.C. 5465(e)(1)(I). 

1Applicants 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. 

2Certain 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’’). 

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] 

BILLING CODE 8011–01–P 

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 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 

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 http://

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 


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Federal Register / Vol. 83, No. 169 / Thursday, August 30, 2018 / Notices 44375 

3Applicants 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. 

4A 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. 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

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 

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 

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 http://

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 


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