Federal Register / Vol. 80, No. 63 / Thursday, April 2, 2015 / Notices 17795 

36 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 74278 

(February 13, 2015), 80 FR 9294. 

4The Trust is registered under the 1940 Act. On 

October 9, 2014 and on December 19, 2014, the 

Trust filed with the Commission amendments to its 

registration statement on Form N–1A under the 

Securities Act of 1933 (15 U.S.C. 77a) (‘‘Securities 

Act’’) and under the 1940 Act relating to the Fund 

(File Nos. 333–146827 and 811–22135) 

(‘‘Registration Statement’’). In addition, the 

Commission has issued an order granting certain 

exemptive relief to the Trust under the 1940 Act. 

See Investment Company Act Release No. 31248 

(September 9, 2014) (File No. 812–14308) 

(‘‘Exemptive Order’’). 

5A Creation Unit consists of 25,000 Shares, and 

the size of a Creation Unit is subject to change. See 

Notice, supra note 3, 80 FR at 9296. 

6Commentary .06 to Rule 8.600 provides that, if 

the investment adviser to the investment company 

issuing Managed Fund Shares is affiliated with a 

broker-dealer, such investment adviser shall erect a 

‘‘fire wall’’ between the investment adviser and the 

broker-dealer with respect to access to information 

concerning the composition and/or changes to such 

investment company portfolio. In addition, 

Commentary .06 requires that personnel who make 

decisions on the open-end fund’s portfolio 

composition must be subject to procedures 

designed to prevent the use and dissemination of 

material nonpublic information regarding the openend fund’s portfolio. Commentary .06 to Rule 8.600 

is similar to Commentary .03(a)(i) and (iii) to NYSE 

Arca Equities Rule 5.2(j)(3); however, Commentary 

.06 in connection with the establishment of a ‘‘fire 

wall’’ between the investment adviser and the 

broker-dealer reflects the applicable open-end 

fund’s portfolio, not an underlying benchmark 

index, as is the case with index-based funds. The 

Exchange states that, in the event (a) the Adviser 

or the Sub-Adviser becomes a registered brokerdealer or becomes newly affiliated with a brokerdealer, or (b) any new adviser or any sub-adviser 

is a registered broker-dealer or becomes affiliated 

with a broker-dealer, it will implement a fire wall 

with respect to its relevant personnel or its brokerdealer affiliate regarding access to information 

concerning the composition and/or changes to the 

Fund’s portfolio, and will be subject to procedures 

designed to prevent the use and dissemination of 

material non-public information regarding such 

portfolio. 

7The term ‘‘under normal circumstances’’ means, 

without limitation, the absence of extreme volatility 

or trading halts in the equity markets or the 

financial markets generally; operational issues 

causing dissemination of inaccurate market 

information; or force majeure type events such as 

systems failure, natural or man-made disaster, act 

of God, armed conflict, act of terrorism, riot or labor 

disruption or any similar intervening circumstance. 

8The Index is a computer-generated stock index 

published by Investor’s Business Daily® (‘‘IBD®’’). 

IBD® uses proprietary fundamental and technical 

ratings to compile what IBD® considers the 50 

leading growth companies that trade on U.S. 

national securities exchanges. Companies included 

in the Index must meet minimum earnings, sales, 

profit margin, volume and technical requirements. 

post all comments on the Commission’s 

Internet Web site (http://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 20549–1090, on official 

business days between the hours of 

10:00 a.m. and 3:00 p.m. Copies of such 

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 

should refer to File Number SR–BATS– 

2015–24, and should be submitted on or 

before April 23, 2015. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.36

Brent J. Fields, 

Secretary. 

[FR Doc. 2015–07519 Filed 4–1–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–74595; File No. SR– 

NYSEArca–2015–04] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Order Approving Proposed 

Rule Change, as Modified by 

Amendment No. 1, Relating to the 

Listing and Trading of Shares of the 

Innovator IBD® 50 Fund Under NYSE 

Arca Equities Rule 8.600 

March 27, 2015. 

On January 30, 2015, NYSE Arca, Inc. 

(the ‘‘Exchange’’ or ‘‘NYSE Arca’’) filed 

with the Securities and Exchange 

Commission (‘‘Commission’’), pursuant 

to Section 19(b)(1) of the Securities 

Exchange Act of 1934 (‘‘Act’’) 1 and Rule 

19b–4 thereunder,2 a proposed rule 

change to list and trade shares 

(‘‘Shares’’) of the Innovator IBD® 50 

Fund (‘‘Fund’’). On February 12, 2015, 

the Exchange filed Amendment No. 1 to 

the proposed rule change, which 

amended and replaced the proposal in 

its entirety. The proposed rule change 

was published for comment in the 

Federal Register on February 20, 2015.3

No comments on the proposal have been 

received. This order approves the 

proposed rule change, as modified by 

Amendment No. 1. 

I. The Exchange’s Description of the 

Proposed Rule Change 

The Exchange proposes to list and 

trade the Shares under NYSE Arca 

Equities Rule 8.600, which governs the 

listing and trading of Managed Fund 

Shares on the Exchange. The Shares will 

be offered by Academy Funds Trust (the 

‘‘Trust’’), an open-end management 

investment company.4 The Fund will 

issue and sell Shares only in ‘‘Creation 

Unit’’ size at the NAV next determined 

after receipt, on any business day, of an 

order in proper form.5

The investment adviser to the Fund 

will be Innovator Management LLC (the 

‘‘Adviser’’). Penserra Capital 

Management LLC will be the Fund’s 

sub-adviser (‘‘Sub-Adviser’’). Neither 

the Adviser nor the Sub-Adviser is 

registered as a broker-dealer. The 

Adviser is not affiliated with a brokerdealer. The Sub-Adviser is affiliated 

with a broker-dealer and has 

implemented a ‘‘fire wall’’ with respect 

to such broker-dealer regarding access to 

information concerning the composition 

of or changes to the Fund’s portfolio.6

U.S. Bank, N.A.(the ‘‘Administrator’’ or 

‘‘Custodian’’) will serve as the 

administrator, custodian and transfer 

agent for the Fund. Quasar Distributors, 

LLC will be the principal underwriter 

and distributor of the Shares. 

The investment objective of the Fund 

will be to seek long-term capital 

appreciation. Under normal 

circumstances,7 the Fund will invest at 

least 80% of its net assets in companies 

included in the IBD® 50 Index (‘‘Index’’) 

and in U.S. exchange-traded equities.8

Typically, the Fund will hold U.S. 

exchange-traded common stocks as well 

as U.S. exchange-traded master limited 

partnerships (‘‘MLPs’’), real estate 

investment trusts (‘‘REITs’’), royalty 

trusts and business development 

companies (‘‘BDCs’’). It will invest 

primarily in U.S. equity securities but 

may, to a lesser extent, invest in equity 

securities of foreign companies in both 

developed and emerging markets, 

generally through American depositary 

receipts (‘‘ADRs’’). The Fund may invest 

in companies of any size. 

Other Portfolio Holdings. The Fund 

may invest in money market securities 

for liquidity and cash management 

purposes or if the Adviser or SubAdviser determines that securities 

meeting the Fund’s investment objective 

and policies are not otherwise readily 

available for purchase. Money market 

securities include (i) short-term U.S. 

government securities; (ii) commercial 

paper rated in the highest short-term 

rating category by a nationally 

recognized statistical ratings 


tkelley on DSK3SPTVN1PROD with NOTICES
17796 Federal Register / Vol. 80, No. 63 / Thursday, April 2, 2015 / Notices 

9 In approving this proposed rule change, the 

Commission has considered the proposed rule’s 

impact on efficiency, competition, and capital 

formation. See 15 U.S.C. 78c(f). 10See Notice, supra note 3, 80 FR at 9298. 

11See id. Price information regarding money 

market mutual funds will be available from on-line 

sources and from the Web site for the applicable 

fund. See id. 

12The Exchange understands that several major 

market data vendors display or make widely 

available Portfolio Indicative Values taken from 

CTA or other data feeds. See id., n.26. 

13The ‘‘Fund Deposit’’ is the consideration for 

purchase of Creation Units of the Fund, which 

generally will consist of the in-kind deposit of a 

designated portfolio of equity securities and an 

amount of cash. See id. at 9296–97. 

14See id. at 9297. 

15See id. at 9298. 

16See id. at 9296. 

17See id. at 9298. 

18See id. 

19These may include: (1) The extent to which 

trading is not occurring in the securities and/or the 

financial instruments comprising the Disclosed 

Portfolio of the Fund; or (2) whether other unusual 

conditions or circumstances detrimental to the 

maintenance of a fair and orderly market are 

present. See id. 

20See NYSE Arca Equities Rule 8.600(d)(2)(B)(ii). 

21For a list of the current members of ISG, see 

www.isgportal.org. The Exchange notes that not all 

components of the Disclosed Portfolio for the Fund 

may trade on markets that are members of ISG or 

with which the Exchange has in place a 

comprehensive surveillance sharing agreement. 

22The Exchange also represents that, in the event 

that (a) the Adviser or the Sub-Adviser becomes a 

registered broker-dealer or becomes newly affiliated 

with a broker-dealer, or (b) any new adviser or any 

sub-adviser is a registered broker-dealer or becomes 

affiliated with a broker-dealer, it will implement a 

fire wall with respect to its relevant personnel or 

its broker-dealer affiliate regarding access to 

information concerning the composition and/or 

changes to the Fund’s portfolio, and will be subject 

organization (‘‘NRSRO’’), such as 

Standard & Poor’s or Moody’s, or 

determined by the Adviser or SubAdviser to be of comparable quality at 

the time of purchase; (iii) short-term 

bank obligations (certificates of deposit, 

time deposits and bankers’ acceptances) 

of U.S. domestic banks, foreign banks 

and foreign branches of domestic banks, 

and commercial banks with assets of at 

least $1 billion as of the end of their 

most recent fiscal year; (iv) repurchase 

agreements involving such securities; 

and (v) money market mutual funds. 

The Fund may invest in securities of 

other investment companies (other than 

BDCs), including shares of the 

following: (1) Exchange-traded funds 

(‘‘ETFs’’), unit investment trusts, and 

closed-end investment companies, each 

of which will be listed and traded on a 

U.S. national securities exchange, and 

(2) non-exchange-listed open-end 

investment companies. 

II. Discussion 

After careful review, the Commission 

finds that the proposed rule change is 

consistent with the requirements of 

Section 6 of the Act and the rules and 

regulations thereunder applicable to a 

national securities exchange.9 In 

particular, the Commission finds that 

the proposed rule change is consistent 

with Section 6(b)(5) of the Act, which 

requires, among other things, that the 

Exchange’s rules be designed to prevent 

fraudulent and manipulative acts and 

practices, to promote just and equitable 

principles of trade, to remove 

impediments to and perfect the 

mechanism of a free and open market 

and a national market system, and, in 

general, to protect investors and the 

public interest. The Commission also 

finds that the proposal to list and trade 

the Shares on the Exchange is consistent 

with Section 11A(a)(1)(C)(iii) of the Act, 

which sets forth Congress’s finding that 

it is in the public interest and 

appropriate for the protection of 

investors and the maintenance of fair 

and orderly markets to assure the 

availability to brokers, dealers, and 

investors of information with respect to 

quotations for, and transactions in, 

securities. 

Quotation and last-sale information 

for the Shares and U.S. exchange-listed 

equity securities will be available via 

the Consolidated Tape Association 

(‘‘CTA’’) high-speed line, and will be 

available from the national securities 

exchange on which they are listed.10

The Exchange represents that intra-day 

and closing price information relating to 

the investments of the Fund will be 

available from major market data 

vendors and from securities exchanges, 

as applicable.11 Further, the Portfolio 

Indicative Value, as defined in NYSE 

Arca Equities Rule 8.600(c)(3), based on 

current information regarding the value 

of the securities and other assets in the 

Disclosed Portfolio, will be widely 

disseminated at least every 15 seconds 

during the Core Trading Session by one 

or more major market data vendors.12

The Custodian, through the National 

Securities Clearing Corporation 

(‘‘NSCC’’) will make available on each 

business day, prior to the opening of 

business on the Exchange (currently 

9:30 a.m., Eastern time), the list of the 

names and the required number of 

shares of each Deposit Security to be 

included in the current Fund Deposit 13

(based on information at the end of the 

previous business day) for the Fund.14

In addition, a basket composition file, 

which includes the security names and 

share quantities (as applicable) required 

to be delivered in exchange for Shares, 

together with estimates and actual cash 

components, will be publicly 

disseminated daily prior to the opening 

of the NYSE via the NSCC.15 The NAV 

of the Fund will be calculated at the 

close of regular trading (ordinarily 4:00 

p.m. Eastern time) every day the New 

York Stock Exchange is open for 

trading.16 Information regarding market 

price and trading of the Shares will be 

continually available on a real-time 

basis throughout the day on brokers’ 

computer screens and other electronic 

services.17 Information regarding the 

previous day’s closing price and trading 

volume information for the Shares will 

be published daily in the financial 

section of newspapers.18

The Commission further believes that 

the proposal to list and trade the Shares 

is reasonably designed to promote fair 

disclosure of information that may be 

necessary to price the Shares 

appropriately and to prevent trading 

when a reasonable degree of 

transparency cannot be assured. The 

Commission notes that the Exchange 

will obtain a representation from the 

issuer of the Shares that the NAV per 

Share of the Fund will be calculated 

daily and that the NAV and the 

Disclosed Portfolio will be made 

available to all market participants at 

the same time. In addition, trading in 

the Shares would be subject to NYSE 

Arca Equities Rule 8.600(d)(2)(D), which 

set forth circumstances under which 

trading in the Shares may be halted. 

Trading may be halted because of 

market conditions or for reasons that, in 

the view of the Exchange, make trading 

in the Shares inadvisable.19 Further, the 

Commission notes that the Adviser, as 

the Reporting Authority, that provides 

the Disclosed Portfolio must implement 

and maintain, or be subject to, 

procedures designed to prevent the use 

and dissemination of material, nonpublic information regarding the actual 

components of the Fund’s portfolio.20 In 

addition, the Exchange may obtain 

information regarding trading in the 

Shares and underlying exchange-traded 

equity securities from markets and other 

entities that are members of Intermarket 

Surveillance Group (‘‘ISG’’) or with 

which the Exchange has in place a 

comprehensive surveillance sharing 

agreement.21 The Exchange represents 

that it prohibits the distribution of 

material non-public information by its 

employees. The Exchange represents 

that the Adviser is not a registered 

broker-dealer and is not affiliated with 

any broker-dealers. The Exchange 

represents that the Sub-Adviser is 

affiliated with a broker-dealer and has 

implemented a ‘‘fire wall’’ with respect 

to such broker-dealer regarding access to 

information concerning the composition 

of or changes to the Fund’s portfolio.22


tkelley on DSK3SPTVN1PROD with NOTICES
Federal Register / Vol. 80, No. 63 / Thursday, April 2, 2015 / Notices 17797 

to procedures designed to prevent the use and 

dissemination of material non-public information 

regarding such portfolio. See Notice, supra note 3, 

80 FR at 9300. 

23 17 CFR 240.10A–3. 

24 17 CFR 200.30–3(a)(57). 

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

2 17 CFR 240.19b–4. 

3 15 U.S.C. 78s(b)(3)(A)(ii). 

4 17 CFR 240.19b–4(f)(2). 

The Exchange deems the Shares to be 

equity securities, thus rendering trading 

in the Shares subject to the Exchange’s 

existing rules governing the trading of 

equity securities. Additionally, in 

support of its proposal, the Exchange 

has made the following representations: 

(1) The Shares will conform to the 

initial and continued listing criteria 

under NYSE Arca Equities Rule 8.600. 

(2) The Exchange has appropriate 

rules to facilitate transactions in the 

Shares during all trading sessions. 

(3) The Exchange has in place 

surveillance procedures that are 

adequate to properly monitor trading in 

the Shares in all trading sessions and to 

deter and detect violations of Exchange 

rules and applicable federal securities 

laws. 

(4) Financial Industry Regulatory 

Authority (‘‘FINRA’’), on behalf of the 

Exchange, will communicate as needed 

regarding trading in the Shares and 

underlying exchange-traded equity 

securities with other markets and other 

entities that are members of the ISG, and 

FINRA, on behalf of the Exchange, may 

obtain trading information regarding 

trading in the Shares, underlying 

exchange-traded equity securities, from 

such markets and other entities. 

(5) Prior to the commencement of 

trading, the Exchange will inform its 

Equity Trading Permit Holders in an 

Information Bulletin (‘‘Bulletin’’) of the 

special characteristics and risks 

associated with trading the Shares. 

Specifically, the Bulletin will discuss 

the following: (1) The procedures for 

purchases and redemptions of Shares in 

Creation Unit aggregations (and that 

Shares are not individually redeemable); 

(2) NYSE Arca Equities Rule 9.2(a), 

which imposes a duty of due diligence 

on its Equity Trading Permit Holders to 

learn the essential facts relating to every 

customer prior to trading the Shares; (3) 

the risks involved in trading the Shares 

during the Opening and Late Trading 

Sessions when an updated Portfolio 

Indicative Value will not be calculated 

or publicly disseminated; (4) how 

information regarding the Portfolio 

Indicative Value is disseminated; (5) the 

requirement that Equity Trading Permit 

Holders deliver a prospectus to 

investors purchasing newly issued 

Shares prior to or concurrently with the 

confirmation of a transaction; and (6) 

trading information. 

(6) The Exchange represents that, for 

initial and continued listing, the Fund 

will be in compliance with Rule 10A– 

3 23 under the Act, as provided by NYSE 

Arca Equities Rule 5.3. 

(7) The Fund may hold up to an 

aggregate amount of 15% of its net 

assets (calculated at the time of 

investment) in assets deemed illiquid by 

the Adviser, consistent with 

Commission guidance. 

(8) A minimum of 100,000 Shares of 

each Fund will be outstanding at the 

commencement of trading on the 

Exchange. 

(9) Not more than 10% of the net 

assets of the Fund in the aggregate 

invested in exchange-traded equity 

securities shall consist of equity 

securities whose principal market is not 

a member of the ISG or is a market with 

which the Exchange does not have a 

comprehensive surveillance sharing 

agreement. 

(10) The Fund will not invest in 

options, futures contracts or swaps 

agreements. 

(11) The Fund will not invest in 

leveraged or inverse leveraged (e.g., 2X, 

¥2X, 3X or ¥3X) ETFs. 

This approval order is based on all of 

the Exchange’s representations and 

description of the Funds. 

For the foregoing reasons, the 

Commission finds that the proposed 

rule change, as modified by Amendment 

No. 1, is consistent with Section 6(b)(5) 

of the Act and the rules and regulations 

thereunder applicable to a national 

securities exchange. 

III. Conclusion 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Act, that the 

proposed rule change (SR–NYSEArca– 

2015–04), as modified by Amendment 

No. 1, be, and it hereby is, approved. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.24

Brent J. Fields, 

Secretary. 

[FR Doc. 2015–07517 Filed 4–1–15; 8:45 am] 

BILLING CODE CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–74600; File No. SR–EDGA– 

2015–14] 

Self-Regulatory Organizations; EDGA 

Exchange, Inc.; Notice of Filing and 

Immediate Effectiveness of a Proposed 

Rule Change To Amend the Fees for 

the BATS One Market Data Product 

March 27, 2015. 

Pursuant to Section 19(b)(1) of the 

Securities Exchange Act of 1934 (the 

‘‘Act’’),1 and Rule 19b–4 thereunder,2

notice is hereby given that on March 17, 

2015, EDGA Exchange, Inc. (the 

‘‘Exchange’’ or ‘‘EDGA’’) filed with the 

Securities and Exchange Commission 

(‘‘Commission’’) the proposed rule 

change as described in Items I and II 

below, which Items have been prepared 

by the Exchange. The Exchange has 

designated the proposed rule change as 

one establishing or changing a member 

due, fee, or other charge imposed by the 

Exchange under Section 19(b)(3)(A)(ii) 

of the Act 3 and Rule 19b–4(f)(2) 

thereunder,4 which renders the 

proposed rule change effective upon 

filing with the Commission. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange filed a proposal to 

amend the market data section of its fee 

schedule to: (i) Establish a Digital Media 

Enterprise Fee for the BATS One Feed; 

and (ii) make a non-substantive change 

to the description of the BATS One Feed 

Enterprise fee. 

The text of the proposed rule change 

is available at the Exchange’s Web site 

at www.batstrading.com, at the 

principal office of the Exchange, and at 

the Commission’s Public Reference 

Room. 

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 

Exchange 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 


tkelley on DSK3SPTVN1PROD with NOTICES