51658 Federal Register / Vol. 82, No. 214 / Tuesday, November 7, 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)(ii). 

4 17 CFR 240.19b–4(f)(2). 

5Rule 6710 (Definitions) provides that a ‘‘TRACEEligible Security’’ is a debt security that is United 

States (‘‘U.S.’’) dollar-denominated and issued by a 

U.S. or foreign private issuer, and, if a ‘‘restricted 

security’’ as defined in Securities Act Rule 

144(a)(3), sold pursuant to Securities Act Rule 

144A; or is a debt security that is U.S. dollardenominated and issued or guaranteed by an 

Agency as defined in paragraph (k) or a 

Government-Sponsored Enterprise as defined in 

paragraph (n); or a U.S. Treasury Security as 

defined in paragraph (p). ‘‘TRACE-Eligible 

Security’’ does not include a debt security that is 

issued by a foreign sovereign or a Money Market 

Instrument as defined in paragraph (o). 

6 Id. [sic] 

7See Securities Exchange Act Release No. 81318 

(August 4, 2017), 82 FR 37484 (August 10, 2017) 

(Order Approving File No. SR–FINRA–2017–021); 

see also Securities Exchange Act Release No. 81114 

(July 11, 2017), 82 FR 32728 (July 17, 2017) (Order 

Approving File No. SR–FINRA–2017–015). FINRA 

will announce the effective date of each data 

product in a Regulatory Notice. The effective date 

will be no later than 365 days following 

Commission approval of each respective data 

product. 

8 15 U.S.C. 78o–3(b)(5). 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–81995; File No. SR–FINRA– 

2017–033] 

Self-Regulatory Organizations; 

Financial Industry Regulatory 

Authority, Inc.; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change To Establish Fees for the 

New TRACE Security Activity Report 

and End-of-Day TRACE Transaction 

File 

November 1, 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 October 

24, 2017, Financial Industry Regulatory 

Authority, Inc. (‘‘FINRA’’) filed with the 

Securities and Exchange Commission 

(‘‘SEC’’ or ‘‘Commission’’) the proposed 

rule change as described in Items I, II, 

and III below, which Items have been 

prepared by FINRA. FINRA has 

designated the proposed rule change as 

‘‘establishing or changing a due, fee or 

other charge’’ under Section 

19(b)(3)(A)(ii) of the Act 3 and Rule 19b– 

4(f)(2) thereunder,4 which renders the 

proposal effective upon receipt of this 

filing by 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 

FINRA is proposing to amend Rule 

7730 to establish fees for the new 

TRACE Security Activity Report and 

End-of-Day TRACE Transaction File. 

The text of the proposed rule change 

is available on FINRA’s Web site at 

http://www.finra.org, at the principal 

office of FINRA 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, 

FINRA 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. FINRA 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 

FINRA’s TRACE data product 

offerings, set forth in Rule 7730 (Trade 

Reporting and Compliance Engine 

(TRACE)), include both real-time as well 

as historic data for most TRACE-eligible 

securities.5 The SEC recently approved 

a new (i) TRACE Security Activity 

Report and (ii) End-of-Day TRACE 

Transaction File.6 The new TRACE 

Security Activity Report is a monthly 

report that provides aggregated statistics 

by security for TRACE-Eligible 

Securities that are Corporate and 

Agency Bonds (‘‘CA Bonds’’). The report 

will contain basic descriptive security 

elements, aggregate par value volume 

information, number of transactions, 

number of unique market participant 

identifiers (‘‘MPIDs’’), and top 5 

statistics for disseminated transactions 

in CA Bonds. The new End-of-Day 

TRACE Transaction File is a daily file 

available after the TRACE system closes 

that includes all transaction data 

disseminated as part of Real-Time 

TRACE transaction data on that day and 

is separately available for each data set 

for which Real-Time TRACE transaction 

data is available (i.e., the Corporate 

Bond Data Set, Agency Data Set, SP Data 

Set, and Rule 144A Data Set). 

FINRA is now proposing to amend 

Rule 7730 to establish fees for the 

TRACE Security Activity Report and the 

End-of-Day TRACE Transaction File. 

FINRA is proposing to establish a fee of 

$750 per month for receipt of the 

TRACE Security Activity Report, unless 

the subscriber is a qualifying tax-exempt 

organization, in which case FINRA 

would charge $250 per month. FINRA 

also is proposing to establish a fee of 

$750 per month per data set for receipt 

of the End-of-Day TRACE Transaction 

File, unless the subscriber is a 

qualifying tax-exempt organization, in 

which case FINRA would charge $250 

per month per data set. However, 

subscribers to the Vendor Real-Time 

Data Feed will not be charged a fee to 

receive the End-of-Day TRACE 

Transaction File for the Vendor RealTime data set(s) to which they have 

subscribed. FINRA believes that these 

fees are reasonable, and notes that 

subscribing to each product is optional 

for members and others. 

FINRA has filed the proposed rule 

change for immediate effectiveness. The 

effective date of the proposed rule 

change will be the date of effectiveness 

of the TRACE Security Activity Report 

and End-of-Day TRACE Transaction 

File.7

2. Statutory Basis 

FINRA believes that the proposed rule 

change is consistent with the provisions 

of Section 15A(b)(5) of the Act,8 which 

requires, among other things, that 

FINRA rules provide for the equitable 

allocation of reasonable dues, fees and 

other charges among members and 

issuers and other persons using any 

facility or system that FINRA operates 

or controls. 

Pursuant to the proposal, FINRA will 

establish fees for (i) the TRACE Security 

Activity Report that will provide 

interested parties with a means for 

receiving aggregated statistics by 

security for CA Bonds, and (ii) the Endof-Day TRACE Transaction File that will 

provide interested parties with an 

alternative means of receiving the 

transaction information disseminated 

each trading day as part of the RealTime TRACE transaction data product. 

The TRACE Security Activity Report 

will be made available to subscribers for 

a fee of $750 per month, or $250 per 

month for qualifying tax-exempt 

organizations. FINRA believes that the 

proposed fees are reasonable. 

The TRACE Security Activity Report 

is an entirely new report and is not 

comparable to any current FINRA 

TRACE data product offering. FINRA 

cannot at this time estimate the number 

of persons that may subscribe to the 

product. However, as indicated by the 

comment letters received by the 

Commission on the proposal to adopt 


ethrower on DSK3G9T082PROD with NOTICES
Federal Register / Vol. 82, No. 214 / Tuesday, November 7, 2017 / Notices 51659 

9See letter to Brent J. Fields, Secretary, 

Commission, from Bennett Golub, Chief Risk 

Officer, and Alexis Rosenblum, Director, 

BlackRock, Inc., dated July 20, 2017; and letter to 

Robert W. Errett, Deputy Secretary, Commission, 

from Sean Davy, Managing Director, Capital 

Markets Division, Securities Industry and Financial 

Markets Association, dated July 20, 2017. 

10 17 CFR 270.22e–4. 

11See Securities Exchange Act Release No. 80805 

(May 30, 2017), 82 FR 25862 (June 5, 2017) (Notice 

of Filing of File No. SR–FINRA–2017–015) 

(‘‘Notice’’). 

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

13 17 CFR 240.19b–4(f)(2). 

the TRACE Security Activity Report,9

FINRA believes that there will be some 

interest in the report, including in 

connection with compliance efforts with 

respect to regulatory obligations under 

the Investment Company Act of 1940.10

FINRA believes that the fee of $750 per 

month is reasonable given the costs to 

be incurred by FINRA in developing the 

report and providing ongoing 

administrative, functional and technical 

support to subscribers, while still being 

priced at an amount that should allow 

it to be accessible to interested parties. 

FINRA also notes that, for a qualifying 

tax-exempt organization, the fee for the 

TRACE Security Activity Report will be 

$250 per month. Where feasible, FINRA 

generally endeavors to provide TRACE 

data products to qualifying tax-exempt 

organizations at a reduced subscription 

fee to encourage access to TRACE data 

to facilitate bond market research. 

The End-of-Day TRACE Transaction 

File will be made available to 

subscribers for a fee of $750 per month 

per data set, $250 per month per data set 

for qualifying tax-exempt organizations, 

or at no cost to subscribers to the 

Vendor Real-Time Data Feed for the 

Vendor Real-Time data set(s) to which 

they have subscribed. FINRA believes 

that the proposed fees are reasonable. 

FINRA currently charges $1,500 per 

month per data set for the Vendor RealTime Data Feed. The End-of-Day TRACE 

Transaction File will provide access to 

all of the transactions that were 

disseminated via the Real-Time Data 

Feed throughout the trading day, but in 

a single file only available at the end of 

the trading day. This option not only 

provides a lower-priced alternative to 

the Vendor Real-Time Data Feed, it also 

requires less technological 

infrastructure from subscribers. Given 

the current fees established for this 

somewhat related product, FINRA 

believes that the proposed fee of $750 

per month per data set is reasonable, 

which is half of the cost of the Vendor 

Real-Time Data Feed. FINRA also 

believes this fee is reasonable given the 

costs to be incurred by FINRA in 

developing the report and providing 

ongoing administrative, functional and 

technical support to subscribers. FINRA 

also notes that any current subscribers 

to Vendor Real-Time Data will not be 

charged a fee for receipt of the End-ofDay TRACE Transaction File for the 

Vendor Real-Time data set(s) to which 

they have subscribed. FINRA cannot at 

this time estimate the number of 

persons that may subscribe to the 

product; however, as stated in the 

Notice, some market participants have 

indicated that a simpler alternative that 

allows them to receive transaction 

information once a day in an end-of-day 

file would be useful.11 As is the case 

with the TRACE Security Activity 

Report, FINRA will make the End-ofDay TRACE Transaction File available 

to qualifying tax-exempt organizations 

at a reduced subscription fee (of $250 

per month per data set) to encourage 

access to TRACE data to facilitate bond 

market research. 

FINRA believes that the proposed fees 

are reasonable, and notes that the fees 

will be applied equally to all similarly 

situated interested parties that choose to 

subscribe to either data product. Thus, 

FINRA believes that the proposed rule 

change is consistent with the Act. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

FINRA does not believe that the 

proposed rule change will result in any 

burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. The proposal 

to establish fees in connection with the 

new TRACE Security Activity Report 

and End-of-Day TRACE Transaction File 

applies only to members that choose to 

subscribe to these data products, and 

the proposed fees for each data product 

will apply equally to all similarly 

situated subscribers. Subscribers to the 

Vendor Real-Time Data Feed will not be 

charged a fee to receive the End-of-Day 

TRACE Transaction File for the Vendor 

Real-Time data set(s) to which they have 

subscribed. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

Written comments were neither 

solicited nor received. 

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)(2) 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. If the Commission 

takes such action, the Commission shall 

institute proceedings to determine 

whether the proposed rule should be 

approved or disapproved. 

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– 

FINRA–2017–033 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Robert W. Errett, Deputy Secretary, 

Securities and Exchange Commission, 

100 F Street NE., Washington, DC 

20549–1090. 

All submissions should refer to File 

Number SR–FINRA–2017–033. 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 such 

filing also will be available for 

inspection and copying at the principal 

office of FINRA. All comments received 

will be posted without change. Persons 

submitting comments are cautioned that 

we do not redact or edit personal 


ethrower on DSK3G9T082PROD with NOTICES
51660 Federal Register / Vol. 82, No. 214 / Tuesday, November 7, 2017 / Notices 

14 17 CFR 200.30–3(a)(12). 

1Eaton Vance Management, et al., Investment 

Company Act Rel. Nos. 31333 (Nov. 6, 2014) 

(notice) and 31361 (Dec. 2, 2014) (order). 

2Eaton Vance Management has obtained patents 

with respect to certain aspects of the Funds’ method 

of operation as exchange-traded managed funds. 

identifying information from comment 

submissions. You should submit only 

information that you wish to make 

available publicly. All submissions 

should refer to File Number SR–FINRA– 

2017–033 and should be submitted on 

or before November 28, 2017. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.14

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2017–24131 Filed 11–6–17; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

32892; 812–14830] 

Reinhart Partners, Inc., et al. 

November 1, 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 (‘‘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 

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

12(d)(1)(J) of the Act for an exemption 

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

Act. 

APPLICANTS: Reinhart Partners, Inc. (the 

‘‘Adviser’’), Managed Portfolio Series 

(the ‘‘Trust’’), and Quasar Distributors, 

LLC (the ‘‘Distributor’’). 

SUMMARY OF APPLICATION: Applicants 

request an order (‘‘Order’’) that permits: 

(a) Actively managed series of certain 

open-end management investment 

companies to issue shares (‘‘Shares’’) 

redeemable in large aggregations only 

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

transactions in Shares to occur at the 

next-determined net asset value plus or 

minus a market-determined premium or 

discount that may vary during the 

trading day; (c) certain series to pay 

redemption proceeds, under certain 

circumstances, more than seven days 

from the tender of Shares for 

redemption; (d) certain affiliated 

persons of the series to deposit 

securities into, and receive securities 

from, the series in connection with the 

purchase and redemption of Creation 

Units; (e) certain registered management 

investment companies and unit 

investment trusts outside of the same 

group of investment companies as the 

series to acquire Shares; and (f) certain 

series to create and redeem Shares in 

kind in a master-feeder structure. The 

Order would incorporate by reference 

terms and conditions of a previous order 

granting the same relief sought by 

applicants, as that order may be 

amended from time to time (‘‘Reference 

Order’’).1

FILING DATE: The application was filed 

on October 4, 2017 and amended on 

October 12, 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 November 27, 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, U.S. Securities 

and Exchange Commission, 100 F Street 

NE., Washington, DC 20549–1090. 

Applicants: Reinhart Partners, Inc., 1500 

West Market Street, Suite 100, Mequon, 

Wisconsin 53092; Managed Portfolio 

Series, 615 East Michigan Street, 4th 

Floor, Milwaukee, Wisconsin 53202; 

Quasar Distributors, LLC, 777 East 

Wisconsin Avenue, 6th Floor, 

Milwaukee, Wisconsin 53202. 

FOR FURTHER INFORMATION CONTACT: 

Courtney S. Thornton, Senior Counsel, 

at (202) 551–6812, or Robert H. Shapiro, 

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 

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. The Trust is registered as an openend management investment company 

under the Act and is a statutory trust 

organized under the laws of Delaware. 

Applicants seek relief with respect to 

Reinhart Intermediate Bond NextShares 

(the ‘‘Initial Fund’’). The portfolio 

positions of each Fund (as defined 

below) will consist of securities and 

other assets selected and managed by its 

Adviser or Subadviser (as defined 

below) to pursue the Fund’s investment 

objective. 

2. The Adviser, a Wisconsin 

corporation, will be the investment 

adviser to the Initial Fund. An Adviser 

(as defined below) will serve as 

investment adviser to each Fund. The 

Adviser is, and any other Adviser will 

be, registered as an investment adviser 

under the Investment Advisers Act of 

1940 (‘‘Advisers Act’’). The Adviser may 

retain one or more subadvisers (each a 

‘‘Subadviser’’) to manage the portfolios 

of the Funds. Any Subadviser will be 

registered, or not subject to registration, 

under the Advisers Act. 

3. The Distributor is a Delaware 

limited liability company and a brokerdealer registered under the Securities 

Exchange Act of 1934 and will act as the 

principal underwriter of Shares of the 

Funds. Applicants request that the 

requested relief apply to any distributor 

of Shares, whether affiliated or 

unaffiliated with the Adviser (included 

in the term ‘‘Distributor’’). Any 

Distributor will comply with the terms 

and conditions of the Order. 

Requested Exemptive Relief 

4. Applicants seek the requested 

Order under section 6(c) of 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) of the Act for an exemption 

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

Act. The requested Order would permit 

applicants to offer exchange-traded 

managed funds. Because the relief 

requested is the same as the relief 

granted by the Commission under the 

Reference Order and because the 

Adviser has entered into, or anticipates 

entering into, a licensing agreement 

with Eaton Vance Management, or an 

affiliate thereof in order to offer 

exchange-traded managed funds,2 the 

Order would incorporate by reference 


ethrower on DSK3G9T082PROD with NOTICES