43274 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. 

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

4 17 CFR 240.19b–4(f)(2). 

amount to be invested by each such 

party will be allocated among them pro 

rata based on each party’s capital 

available for investment in the asset 

class being allocated, up to the amount 

proposed to be invested by each. 

(d) The acquisition of Follow-On 

Investments as permitted by this 

condition will be considered a CoInvestment Transaction for all purposes 

and be subject to the other conditions 

set forth in the application. 

9. The Independent Directors of each 

Regulated Entity will be provided 

quarterly for review all information 

concerning Potential Co-Investment 

Transactions and Co-Investment 

Transactions, including investments 

made by other Regulated Entities or 

Affiliated Funds that the Regulated 

Entity considered but declined to 

participate in, so that the Independent 

Directors may determine whether all 

investments made during the preceding 

quarter, including those investments 

that the Regulated Entity considered but 

declined to participate in, comply with 

the conditions of the Order. In addition, 

the Independent Directors will consider 

at least annually the continued 

appropriateness for the Regulated 

Entities of participating in new and 

existing Co-Investment Transactions. 

10. Each Regulated Entity will 

maintain the records required by section 

57(f)(3) as if each of the Regulated 

Entities were a BDC and each of the 

investments permitted under these 

conditions were approved by the 

Required Majority under section 57(f). 

11. No Independent Director of a 

Regulated Entity will also be a director, 

general partner, managing member or 

principal, or otherwise an ‘‘affiliated 

person’’ (as defined in the Act) of, any 

of the Affiliated Funds. 

12. The expenses, if any, associated 

with acquiring, holding or disposing of 

any securities acquired in a CoInvestment Transaction (including, 

without limitation, the expenses of the 

distribution of any such securities 

registered for sale under the 1933 Act) 

shall, to the extent not payable by the 

Regulated Entity Advisers or the 

Affiliated Investment Advisers under 

their respective investment advisory 

agreements with the Regulated Entities 

and the Participating Funds, be shared 

by the applicable Regulated Entities and 

the Participating Funds in proportion to 

the relative amounts of their securities 

held or being acquired or disposed of, 

as the case may be. 

13. Any transaction fee (including 

break-up or commitment fees but 

excluding brokers’ fees contemplated by 

section 57(k)(2) or 17(e)(2), as 

applicable) received in connection with 

a Co-Investment Transaction will be 

distributed to the applicable Regulated 

Entities and the Participating Funds on 

a pro rata basis based on the amounts 

each invested or committed, as the case 

may be, in such Co-Investment 

Transaction. If any transaction fee is to 

be held by a Regulated Entity Adviser or 

an Affiliated Investment Adviser 

pending consummation of the 

transaction, the fee will be deposited 

into an account maintained by the 

Regulated Entity Adviser or such other 

adviser, as the case may be, at a bank 

or banks having the qualifications 

prescribed in Section 26(a)(1), and the 

account will earn a competitive rate of 

interest that will also be divided pro 

rata among each applicable Regulated 

Entity and each Participating Fund 

based on the amount each invests in 

such Co-Investment Transaction. None 

of the Affiliated Funds, Regulated Entity 

Advisers, Affiliated Investment 

Advisers, or any affiliated person of any 

of the Regulated Entities will receive 

additional compensation or 

remuneration of any kind (other than (a) 

in the case of the Regulated Entities and 

the Participating Funds, the pro rata 

transaction fees described above and 

fees or other compensation described in 

condition 2(c)(iii)(C) and (b) in the case 

of the Regulated Entity Advisers and the 

Affiliated Advisers, investment advisory 

fees paid in accordance with the 

Regulated Entities’ and Affiliated 

Funds’ governing agreements) as a result 

of or in connection with a CoInvestment Transaction. 

14. If the Regulated Entity Advisers, 

the Principals, any person controlling, 

controlled by, or under common control 

with the Regulated Entity Advisers or 

the Principals, and the Affiliated Funds 

(collectively, the ‘‘Holders’’) own in the 

aggregate more than 25% of the 

outstanding voting securities of a 

Regulated Entity (‘‘Shares’’), then the 

Holders will vote such Shares as 

directed by an independent third party 

when voting on (1) the election of 

directors; (2) the removal of one or more 

directors; or (3) any other matter under 

either the Act or applicable State law 

affecting the Board’s composition, size 

or manner of election. 

15. The Medley Proprietary Accounts 

will not be permitted to invest in a 

Potential Co-Investment Transaction 

except to the extent the aggregate 

demand from the Regulated Entities and 

the other Affiliated Funds is less than 

the total investment opportunity. 

16. The Regulated Entity Advisers and 

the Affiliated Investment Advisers will 

maintain written policies and 

procedures reasonably designed to 

ensure compliance with the foregoing 

conditions. These policies and 

procedures will require, among other 

things, that each Regulated Entity 

Adviser will be notified of all Potential 

Co-Investment Transactions that fall 

within the then-current Objectives and 

Strategies of any Regulated Entity it 

advises and will be given sufficient 

information to make its independent 

determination and recommendations 

under conditions 1, 2(a), 7 and 8. 

17. Each Regulated Entity’s chief 

compliance officer, as defined in Rule 

38a–1(a)(4), will prepare an annual 

report for its Board each year that 

evaluates (and documents the basis of 

that evaluation) the Regulated Entity’s 

compliance with the terms and 

conditions of the application and the 

procedures established to achieve such 

compliance. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2017–19473 Filed 9–13–17; 8:45 am] 

BILLING CODE P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–81554; File No. SR–DTC– 

2017–017] 

Self-Regulatory Organizations; The 

Depository Trust Company; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change To Add a 

Discount to the Pricing Schedule for 

Special Requests for Security Position 

Reports Relating to Municipal Security 

Issues 

September 8, 2017. 

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 

September 1, 2017, The Depository 

Trust Company (‘‘DTC’’) 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 clearing agency. DTC filed the 

proposed rule change pursuant to 

Section 19(b)(3)(A) of the Act 3 and Rule 

19b–4(f)(2) thereunder.4 The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 


asabaliauskas on DSKBBXCHB2PROD with NOTICES
Federal Register / Vol. 82, No. 177 / Thursday, September 14, 2017 / Notices 43275 

5Available at http://www.dtcc.com/assetservices/issuer-services/spr-pricing. 

6Terms not otherwise defined herein have the 

meaning set forth in the DTC Rules, By-laws and 

Organization Certificate (‘‘DTC Rules’’), available at 

http://www.dtcc.com/legal/rules-andprocedures.aspx, and the DTC Operational 

Arrangements (‘‘OA’’), available at http://

www.dtcc.com/∼/media/Files/Downloads/legal/ 

issue-eligibility/eligibility/operationalarrangements.pdf. 

7 Daily, weekly, and monthly subscriptions are 

made on an annual basis. A monthly subscription 

shows the closing position for each Participant 

having the applicable Security credited to its 

Account on the last Business Day of the month. A 

weekly subscription shows the daily closing 

position for each Participant having the Security 

credited to its Account during the week along with 

the weekly percentage and share changes. A daily 

subscription shows the closing position for each 

Participant having the Security credited to its 

Account on each Business Day. 

8OA, supra note 6, at 53. 

9Supra note 5. 

10The Dated Date is the date at which interest 

begins to accrue on fixed income securities, 

including municipal bonds. A footnote would be 

added to the Pricing Schedule defining Dated Date. 11 15 U.S.C. 78q–1(b)(3)(D). 

I. Clearing Agency’s Statement of the 

Terms of Substance of the Proposed 

Rule Change 

The proposed rule change by DTC 

would revise the text of the pricing 

schedule (‘‘Pricing Schedule’’) for 

Security Position Reports (‘‘SPRs’’) 5

with respect to charges for special 

request reports (‘‘Special Requests’’) 

relating to municipal security issues 

(‘‘Muni Issues’’). Specifically, the 

proposed rule change would add to the 

Pricing Schedule a discount (‘‘Muni 

Discount’’) for Special Requests relating 

to Muni Issues (‘‘Special Muni 

Requests’’).6

II. Clearing Agency’s Statement of the 

Purpose of, and Statutory Basis for, the 

Proposed Rule Change 

In its filing with the Commission, the 

clearing agency 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 

clearing agency has prepared 

summaries, set forth in sections A, B, 

and C below, of the most significant 

aspects of such statements. 

(A) Clearing Agency’s Statement of the 

Purpose of, and Statutory Basis for, the 

Proposed Rule Change 

1. Purpose 

SPRs, which are available by 

subscription on a daily, weekly, or 

monthly basis,7 are listings by CUSIP 

number of Participants’ holdings of 

Issuer Securities on a specific date for 

specific Securities, that DTC may 

provide to Issuers, trustees and 

authorized third-party Agents of Issuers 

and trustees (collectively, ‘‘Users’’).8 A 

Special Request, which may be ordered 

by a User as needed on any given 

Business Day, shows the closing 

position for each Participant having the 

applicable Security credited to its 

Account on a specified date. Users 

request these reports for various 

reasons, including facilitating their 

proxy activities and communicating 

with holders with respect to their 

issues. Because of the cost that DTC 

incurs in producing these, and other 

related reports, DTC charges Users a fee 

when they request a report, as set forth 

in the Pricing Schedule.9

The fee for Special Requests is $120 

per report, per date requested. However, 

DTC is proposing to provide the Muni 

Discount for Special Muni Requests to 

reduce the Users’ cost burden relating to 

high volume Special Muni Requests. 

The Muni Discount would be applied to 

Special Requests, using the calculation 

described further below, when the 

following criteria (‘‘Muni Discount 

Criteria’’) are met: 

(i) The CUSIP numbers entered for 

Special Muni Requests share the same 

six digit base and the same ‘‘Dated 

Date’’; 10 and 

(ii) the Special Muni Requests are 

entered on the same Business Day with 

the same request start date by the same 

User. 

Under the proposed Muni Discount, a 

User would be charged the standard 

$120 fee for a Special Muni Request, but 

the User would receive for free up to 

nine additional Special Muni Requests 

that have the same Muni Discount 

Criteria as the first Special Muni 

Request. In other words, if a User 

purchases one Special Muni Request, 

the User would receive nine more for 

free, where those additional nine have 

the same Muni Discount Criteria. If the 

User submits an eleventh Special Muni 

Request that meets the same Muni 

Discount Criteria as the first, the User 

would be charged another fee of $120 

for that request, but then the next nine 

Special Muni Requests with the same 

Muni Discount Criteria would be free of 

charge. In the same way, if the User 

submits a new Special Muni Request 

with different Muni Discount Criteria 

than the prior submissions, a fee of $120 

would be charged and the next nine 

Special Muni Requests conforming to 

the same criteria would be free of 

charge. 

DTC believes that applying the Muni 

Discount to Special Muni Requests 

would allow DTC to align the fees 

charged to Users for Special Muni 

Requests with DTC’s costs of providing 

the related reports, because Special 

Muni Requests by a User for a single 

base CUSIP often involve a high volume 

of requests made simultaneously, 

allowing the requests to be fulfilled at 

the same time (rather than, for example, 

individually on separate days) and 

therefore resulting in a lower cost per 

request to DTC than low volume 

requests or otherwise related requests 

that may be spread over multiple days. 

Proposed Revisions to the Pricing 

Schedule 

In connection with this proposal, DTC 

would update the Special Requests 

section of the Pricing Schedule to reflect 

details of the Muni Discount as 

described above. 

Implementation 

The proposed rule change would be 

effective upon filing. 

2. Statutory Basis 

Section 17A(b)(3)(D) of the Act 11

requires that the rules of the clearing 

agency be designed, inter alia, in 

general, to provide for the equitable 

allocation of reasonable dues, fees and 

other charges. DTC believes that the 

proposed rule change is consistent with 

this provision because, by accounting 

for the reduced costs of processing high 

volume Special Muni Requests, 

providing the Muni Discount allows 

DTC to align the fees charged to Users 

for such Special Muni Requests with 

DTC’s costs of providing the reports. 

Thus, by better aligning User fees with 

DTC’s costs of providing Special Muni 

Requests, the proposed rule change 

would provide for a better equitable 

allocation of reasonable dues, fees, and 

other charges. 

(B) Clearing Agency’s Statement on 

Burden on Competition 

DTC does not believe that the 

proposed rule change would place a 

burden on competition because it would 

not have an effect on User access to 

SPRs. The proposed rule change may 

promote competition by allowing Users 

to make Special Requests in higher 

volumes as needed to conduct their 

shareholder communication and other 

related activities without incurring 

significantly higher DTC fees. 


asabaliauskas on DSKBBXCHB2PROD with NOTICES
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 


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