43276 Federal Register / Vol. 82, No. 177 / Thursday, September 14, 2017 / Notices 

12 15 U.S.C. 78s(b)(3)(A). 

13 17 CFR 240.19b–4(f). 14 17 CFR 200.30–3(a)(12). 

(C) Clearing Agency’s Statement on 

Comments on the Proposed Rule 

Change Received From Members, 

Participants, or Others 

DTC has not received or solicited any 

written comments relating to this 

proposal. DTC will notify the 

Commission of any written comments 

received by DTC. 

III. Date of Effectiveness of the 

Proposed Rule Change, and Timing for 

Commission Action 

The foregoing rule change has become 

effective pursuant to Section 19(b)(3)(A) 

of the Act 12 and paragraph (f) of Rule 

19b–4 thereunder.13 At any time within 

60 days of the filing of the 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. 

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 (http://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

DTC–2017–017 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Secretary, Securities and Exchange 

Commission, 100 F Street NE., 

Washington, DC 20549. 

All submissions should refer to File 

Number SR–DTC–2017–017. 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 (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 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 DTC and on DTCC’s Web site 

(http://dtcc.com/legal/sec-rulefilings.aspx). 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–DTC– 

2017–017 and should be submitted on 

or before October 5, 2017. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.14

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2017–19476 Filed 9–13–17; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

32811; 812–14782] 

Innovator ETFs Trust, et al. 

September 11, 2017. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice. 

Notice of an application for an order 

under section 6(c) of the Investment 

Company Act of 1940 (the ‘‘Act’’) for an 

exemption from sections 2(a)(32), 

5(a)(1), 22(d), and 22(e) of the Act and 

rule 22c–1 under the Act, under 

sections 6(c) and 17(b) of the Act for an 

exemption from sections 17(a)(1) and 

17(a)(2) of the Act, and under section 

12(d)(1)(J) for an exemption from 

sections 12(d)(1)(A) and 12(d)(1)(B) of 

the Act. The requested order would 

permit (a) index-based series of certain 

open-end management investment 

companies (‘‘Funds’’) to issue shares 

redeemable in large aggregations only 

(‘‘Creation Units’’); (b) secondary market 

transactions in Fund shares to occur at 

negotiated market prices rather than at 

net asset value (‘‘NAV’’); (c) certain 

Funds to pay redemption proceeds, 

under certain circumstances, more than 

seven days after the tender of shares for 

redemption; (d) certain affiliated 

persons of a Fund to deposit securities 

into, and receive securities from, the 

Fund in connection with the purchase 

and redemption of Creation Units; and 

(e) certain registered management 

investment companies and unit 

investment trusts outside of the same 

group of investment companies as the 

Funds (‘‘Funds of Funds’’) to acquire 

shares of the Funds. 

APPLICANTS: Innovator ETFs Trust 

(formerly, Academy Funds Trust) 

(‘‘Trust’’), a Delaware statutory trust 

registered under the Act as an open-end 

management investment company with 

multiple series, Innovator Capital 

Management, LLC (‘‘Innovator’’), 

Delaware limited liability company 

registered as an investment adviser 

under the Investment Advisers Act of 

1940, and Quasar Distributors, LLC 

(‘‘Distributor’’), a Delaware limited 

liability company and broker-dealer 

registered under the Securities 

Exchange Act of 1934 (‘‘Exchange Act’’). 

FILING DATES: The application was filed 

on June 7, 2017, and amended on 

September 8, 2017. 

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 October 5, 2017, and 

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, Securities and 

Exchange Commission, 100 F Street NE., 

Washington, DC 20549–1090; 

Applicants: Innovator and the Trust, 

120 N. Hale Street, Suite 200, Wheaton 

IL, 60187; the Distributor, 615 East 

Michigan Street, Milwaukee, Wisconsin 

53202. 

FOR FURTHER INFORMATION CONTACT: Jill 

Ehrlich, Senior Counsel, at (202) 551– 

6819, or Andrea Ottomanelli Magovern, 

Acting Branch Chief, at (202) 551–6821 

(Division of Investment Management, 

Chief Counsel’s Office). 

SUPPLEMENTARY INFORMATION: The 

following is a summary of the 


asabaliauskas on DSKBBXCHB2PROD with NOTICES
Federal Register / Vol. 82, No. 177 / Thursday, September 14, 2017 / Notices 43277 

1Applicants request that the order apply to the 

series of the Trust identified and described in an 

appendix to the Application and any additional 

series of the Trust, and any other open-end 

management investment company or series thereof 

(each, included in the term ‘‘Fund’’), each of which 

will operate as an ETF and will track a specified 

index comprised of domestic and/or foreign equity 

securities and/or domestic and/or foreign fixed 

income securities (each, an ‘‘Underlying Index’’). 

Each Fund will (a) be advised by Innovator or an 

entity controlling, controlled by, or under common 

control with Innovator (each, an ‘‘Adviser’’) and (b) 

comply with the terms and conditions of the 

Application. 

2Prior to May 9, 2017, Innovator Management 

LLC (‘‘Innovator Management’’) served as the 

Trust’s investment adviser. (Innovator and 

Innovator Management are not affiliated persons of 

each other.) Innovator Management entered into an 

agreement with Innovator pursuant to which 

Innovator Management transferred the assets of its 

investment advisory business and related 

intellectual property to Innovator (the 

‘‘Transaction’’). The closing of the Transaction (the 

‘‘Closing’’) occurred on May 9, 2017. The 

Commission previously granted relief to Innovator 

Management, the Trust, and the Distributor that, 

other than the identity of the investment adviser, 

was identical in all material respects to that 

requested in the Application. Innovator 

Management LLC, et al., Investment Company Act 

Release Nos. 31996 (Feb. 12, 2016) (notice) and 

32026 (Mar. 9, 2016) (order) (‘‘Existing Order’’). On 

May 5, 2017, the Commission staff provided oral 

no-action relief to Innovator, the Trust, and the 

Distributor to rely on the Existing Order until the 

earlier of the receipt of any order granted by the 

Commission on the Application or 150 days from 

the date of the Closing. 

3Each Self-Indexing Fund will post on its Web 

site the identities and quantities of the investment 

positions that will form the basis for the Fund’s 

calculation of its NAV at the end of the day. 

Applicants believe that requiring Self-Indexing 

Funds to maintain full portfolio transparency will 

help address, together with other protections, 

conflicts of interest with respect to such Funds. 

4The requested relief would apply to direct sales 

of shares in Creation Units by a Fund to a Fund of 

Funds and redemptions of those shares. Applicants, 

moreover, are not seeking relief from section 17(a) 

for, and the requested relief will not apply to, 

transactions where a Fund could be deemed an 

Affiliated Person, or a Second-Tier Affiliate, of a 

Fund of Funds because an Adviser or an entity 

controlling, controlled by or under common control 

with an Adviser provides investment advisory 

services to that Fund of Funds. 

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 http://

www.sec.gov/search/search.htm or by 

calling (202) 551–8090. 

Summary of the Application 

1. Applicants request an order that 

would allow Funds to operate as index 

exchange traded funds (‘‘ETFs’’).1 Fund 

shares will be purchased and redeemed 

at their NAV in Creation Units only. All 

orders to purchase Creation Units and 

all redemption requests will be placed 

by or through an ‘‘Authorized 

Participant,’’ which will have signed a 

participant agreement with the 

Distributor. Shares will be listed and 

traded individually on a national 

securities exchange, where share prices 

will be based on the current bid/offer 

market. Any order granting the 

requested relief would be subject to the 

terms and conditions stated in the 

application (‘‘Application’’).2

2. Each Fund will hold investment 

positions selected to correspond 

generally to the performance of an 

Underlying Index. In the case of SelfIndexing Funds, an affiliated person, as 

defined in section 2(a)(3) of the Act 

(‘‘Affiliated Person’’), or an affiliated 

person of an Affiliated Person (‘‘SecondTier Affiliate’’), of the Trust or a Fund, 

of the Adviser, of any sub-adviser to or 

promoter of a Fund, or of the Distributor 

will compile, create, sponsor or 

maintain the Underlying Index.3

3. Shares will be purchased and 

redeemed in Creation Units and 

generally on an in-kind basis. Except 

where the purchase or redemption will 

include cash under the limited 

circumstances specified in the 

Application, purchasers will be required 

to purchase Creation Units by 

depositing specified instruments 

(‘‘Deposit Instruments’’), and 

shareholders redeeming their shares 

will receive specified instruments 

(‘‘Redemption Instruments’’). The 

Deposit Instruments and the 

Redemption Instruments will each 

correspond pro rata to the positions in 

the Fund’s portfolio (including cash 

positions) except as specified in the 

Application. 

4. Because shares will not be 

individually redeemable, applicants 

request an exemption from section 

5(a)(1) and section 2(a)(32) of the Act 

that would permit the Funds to register 

as open-end management investment 

companies and issue shares that are 

redeemable in Creation Units only. 

5. Applicants also request an 

exemption from section 22(d) of the Act 

and rule 22c–1 under the Act as 

secondary market trading in shares will 

take place at negotiated prices, not at a 

current offering price described in a 

Fund’s prospectus, and not at a price 

based on NAV. Applicants state that (a) 

secondary market trading in shares does 

not involve a Fund as a party and will 

not result in dilution of an investment 

in shares, and (b) to the extent different 

prices exist during a given trading day, 

or from day to day, such variances occur 

as a result of third-party market forces, 

such as supply and demand. Therefore, 

applicants assert that secondary market 

transactions in shares will not lead to 

discrimination or preferential treatment 

among purchasers. Finally, applicants 

represent that share market prices will 

be disciplined by arbitrage 

opportunities, which should prevent 

shares from trading at a material 

discount or premium from NAV. 

6. With respect to Funds that effect 

creations and redemptions of Creation 

Units in kind and that are based on 

certain Underlying Indexes that include 

foreign securities, applicants request 

relief from the requirement imposed by 

section 22(e) in order to allow such 

Funds to pay redemption proceeds 

within fourteen calendar days following 

the tender of Creation Units for 

redemption. Applicants assert that the 

requested relief would not be 

inconsistent with the spirit and intent of 

section 22(e) to prevent unreasonable, 

undisclosed or unforeseen delays in the 

actual payment of redemption proceeds. 

7. Applicants request an exemption to 

permit Funds of Funds to acquire Fund 

shares beyond the limits of section 

12(d)(1)(A) of the Act; and the Funds, 

and any principal underwriter for the 

Funds, and/or any broker or dealer 

registered under the Exchange Act, to 

sell shares to Funds of Funds beyond 

the limits of section 12(d)(1)(B) of the 

Act. The Application’s terms and 

conditions are designed to, among other 

things, help prevent any potential (i) 

undue influence over a Fund 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) and (B) of the 

Act. 

8. Applicants request an exemption 

from sections 17(a)(1) and 17(a)(2) of the 

Act to permit persons that are Affiliated 

Persons, or Second-Tier Affiliates, of the 

Funds, solely by virtue of certain 

ownership interests, to effectuate 

purchases and redemptions in-kind. The 

deposit procedures for in-kind 

purchases of Creation Units and the 

redemption procedures for in-kind 

redemptions of Creation Units will be 

the same for all purchases and 

redemptions and Deposit Instruments 

and Redemption Instruments will be 

valued in the same manner as those 

investment positions currently held by 

the Funds. Applicants also seek relief 

from the prohibitions on affiliated 

transactions in section 17(a) to permit a 

Fund to sell its shares to and redeem its 

shares from a Fund of Funds, and to 

engage in the accompanying in-kind 

transactions with the Fund of Funds.4

The purchase of Creation Units by a 

Fund of Funds directly from a Fund will 

be accomplished in accordance with the 


asabaliauskas on DSKBBXCHB2PROD with NOTICES
43278 Federal Register / Vol. 82, No. 177 / Thursday, September 14, 2017 / Notices 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 81191 

(July 24, 2017), 82 FR 35256. 

4Amendment No. 1 is available at: https://

www.sec.gov/comments/sr-batsbzx-2017-46/ 

batsbzx201746-2272678-160970.pdf. 

5 15 U.S.C. 78s(b)(2). 

policies of the Fund of Funds and will 

be based on the NAVs of the Funds. 

9. 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. 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. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Eduardo A. Aleman. 

Assistant Secretary. 

[FR Doc. 2017–19536 Filed 9–13–17; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

Proposed Collection; Comment 

Request 

Upon Written Request, Copies Available 

From: Securities and Exchange 

Commission, Office of FOIA Services, 

100 F Street NE., Washington, DC 

20549–2736 

Extension: 

Rule 30b1–8 and Form N–CR SEC File No. 

270–657, OMB Control No. 3235–0705 

Notice is hereby given that, pursuant 

to the Paperwork Reduction Act of 1995 

(‘‘Paperwork Reduction Act’’) (44 U.S.C. 

3501–3520), the Securities and 

Exchange Commission (the 

‘‘Commission’’) is soliciting comments 

on the collections of information 

summarized below. The Commission 

plans to submit this existing collection 

of information to the Office of 

Management and Budget for extension 

and approval. 

Rule 30b1–8 under the Act [17 CFR 

270.30b1–8], entitled ‘‘Current Report 

for Money Market Funds,’’ provides that 

every registered open-end management 

investment company, or series thereof, 

that is regulated as a money market fund 

under rule 2a–7 [17 CFR 270.2a–7], that 

experiences any of the events specified 

on Form N–CR [17 CFR 274.222], must 

file with the Commission a current 

report on Form N–CR within the time 

period specified in that form. The 

information collection requirements for 

rule 30b1–8 and Form N–CR are 

designed to assist Commission staff in 

its oversight of money market funds and 

its ability to respond to market events. 

It also provides investors with better 

and timelier disclosure of potentially 

important events. Finally, the 

Commission is able to use the 

information provided on Form N–CR in 

its regulatory, disclosure review, 

inspection, and policymaking roles. The 

rule imposes a burden per report of 

approximately 8.5 hours and $840, so 

that the total annual burden for the 

estimated 37 reports filed per year on 

Form N–CR is 315 hours and $31,080. 

The estimate of average burden hours 

is made solely for the purposes of the 

Paperwork Reduction Act. The estimate 

is based on communications with 

industry representatives, and is not 

derived from a comprehensive or even 

a representative survey or study. 

The collection of information on Form 

N–CR is mandatory for any fund that 

holds itself out as a money market fund 

in reliance on rule 2a–7. Responses will 

not be kept confidential. An agency may 

not conduct or sponsor, and a person is 

not required to respond to, a collection 

of information unless it displays a 

currently valid OMB control number. 

Written comments are invited on: (a) 

Whether the collection of information is 

necessary for the proper performance of 

the functions of the Commission, 

including whether the information has 

practical utility; (b) the accuracy of the 

Commission’s estimate of the burden(s) 

of the collection of information; (c) ways 

to enhance the quality, utility, and 

clarity of the information collected; and 

(d) ways to minimize the burden of the 

collection of information on 

respondents, including through the use 

of automated collection techniques or 

other forms of information technology. 

Consideration will be given to 

comments and suggestions submitted in 

writing within 60 days of this 

publication. 

Please direct your written comments 

to Pamela Dyson, Director/Chief 

Information Officer, Securities and 

Exchange Commission, C/O Remi 

Pavlik-Simon, 100 F Street NE., 

Washington, DC 20549; or send an email 

to: PRA_Mailbox@sec.gov. 

Dated: September 11, 2017. 

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2017–19509 Filed 9–13–17; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–81558; File No. SR– 

BatsBZX–2017–46] 

Self-Regulatory Organizations; Bats 

BZX Exchange, Inc.; Notice of 

Designation of a Longer Period for 

Commission Action on Proposed Rule 

Change, as Modified by Amendment 

No. 1, To List and Trade Shares of the 

Aptus Fortified Value ETF, a Series of 

ETF Series Solutions, Under Exchange 

Rule 14.11(c) 

September 8, 2017. 

On July 10, 2017, Bats BZX Exchange, 

Inc. (‘‘Exchange’’) 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 of the Aptus 

Fortified Value ETF, a series of ETF 

Series Solutions, under Exchange Rule 

14.11(c), which governs the listing and 

trading of Index Fund Shares. The 

proposed rule change was published for 

comment in the Federal Register on July 

28, 2017.3 On August 31, 2017, the 

Exchange filed Amendment No. 1 to the 

proposed rule change.4 The Commission 

has received no comment letters on the 

proposed rule change. 

Section 19(b)(2) of the Act 5 provides 

that, within 45 days of the publication 

of notice of the filing of a proposed rule 

change, or within such longer period up 

to 90 days as the Commission may 

designate if it finds such longer period 

to be appropriate and publishes its 

reasons for so finding or as to which the 

self-regulatory organization consents, 

the Commission shall either approve the 

proposed rule change, disapprove the 

proposed rule change, or institute 

proceedings to determine whether the 

proposed rule change should be 

disapproved. The 45th day after 

publication of the notice for this 

proposed rule change is September 11, 


asabaliauskas on DSKBBXCHB2PROD with NOTICES