82 FR 43262 - Innovator ETFs Trust, et al.
SECURITIES AND EXCHANGE COMMISSION Federal Register Volume 82, Issue 177 (September 14, 2017)
Federal Register Volume 82, Issue 177 (September 14, 2017)
| Page Range | 43262-43264 | |
| FR Document | 2017-19537 |
[Federal Register Volume 82, Number 177 (Thursday, September 14, 2017)] [Notices] [Pages 43262-43264] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2017-19537] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Investment Company Act Release No. 32812; 812-14781] 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), [[Page 43263]] 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) actively-managed 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 Capital Management, LLC (``Innovator''), a Delaware limited liability company registered as an investment adviser under the Investment Advisers Act of 1940, Innovator ETFs Trust (formerly, Academy Funds Trust) (the ``Trust''), a Delaware statutory trust registered under the Act as an open-end management investment company with multiple series, and Quasar Distributors, LLC (the ``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: The Trust and Innovator, 120 N. Hale Street, Suite 200, Wheaton, Illinois 60187; the Distributor, 615 East Michigan Street, Milwaukee, Wisconsin 53202. FOR FURTHER INFORMATION CONTACT: Hae-Sung Lee, Attorney-Adviser, at (202) 551-7345, 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 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 actively-managed 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.\2\ --------------------------------------------------------------------------- \1\ Applicants request that the order apply to the initial Fund 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 actively- managed ETF. Any Fund will (a) be advised by Innovator or an entity controlling, controlled by, or under common control with Innovator (each, an ``Advisor'') and (b) comply with the terms and conditions of the application. \2\ Prior 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 and the Trust 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. 31209 (Aug. 13, 2014) (notice) and 31248 (Sep. 9, 2014) (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. --------------------------------------------------------------------------- 2. Each Fund will consist of a portfolio of securities and other assets and investment positions (``Portfolio Instruments''). Each Fund will disclose on its Web site the identities and quantities of the Portfolio Instruments that will form the basis for the Fund's calculation of NAV at the end of the day. 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 [[Page 43264]] shares from trading at a material discount or premium from NAV. 6. With respect to Funds that hold non-U.S. Portfolio Instruments and that effect creations and redemptions of Creation Units in kind, 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 Portfolio Instruments 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.\3\ The purchase of Creation Units by a Fund of Funds directly from a Fund will be accomplished in accordance with the policies of the Fund of Funds and will be based on the NAVs of the Funds. --------------------------------------------------------------------------- \3\ The 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 Advisor or an entity controlling, controlled by or under common control with an Advisor provides investment advisory services to that Fund of 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. 2017-19537 Filed 9-13-17; 8:45 am] BILLING CODE 8011-01-P
![43262 Federal Register / Vol. 82, No. 177 / Thursday, September 14, 2017 / Notices
Laws in the manner set forth in Section the proposed non-substantive changes and Exchange Commission, 100 F Street
1. Furthermore, the Exchange has to the By-Laws will apply to all market NE., Washington, DC 20549–1090.
always intended to allow amendments participants in a uniform manner once All submissions should refer to File
to the By-Laws by either the Company implemented. Number SR–ISE–2017–80. This file
Member or the Board, as evidenced by number should be included on the
C. Self-Regulatory Organization’s
the discussions of this provision in both subject line if email is used. To help the
Statement on Comments on the
the Governance Approval Order and Commission process and review your
Proposed Rule Change Received From
Notice of Filing.7 The existing language comments more efficiently, please use
Members, Participants, or Others
in Section 1 itself, however, provides only one method. The Commission will
that the By-Laws may be amended by No written comments were either post all comments on the Commission’s
the Company Member and by the solicited or received. Internet Web site (http://www.sec.gov/
majority of the Exchange’s Board of III. Date of Effectiveness of the rules/sro.shtml). Copies of the
Directors, so the Exchange is now Proposed Rule Change and Timing for submission, all subsequent
seeking to make the non-substantive Commission Action amendments, all written statements
change from ‘‘and’’ to ‘‘or’’ in Section 1 with respect to the proposed rule
to reflect the rule’s original intent. Because the foregoing proposed rule
change does not: (i) Significantly affect change that are filed with the
2. Statutory Basis the protection of investors or the public Commission, and all written
interest; (ii) impose any significant communications relating to the
The Exchange believes that its
burden on competition; and (iii) become proposed rule change between the
proposal is consistent with Section 6(b)
operative for 30 days from the date on Commission and any person, other than
of the Act,8 in general, and furthers the
which it was filed, or such shorter time those that may be withheld from the
objectives of Section 6(b)(5) of the Act,9
as the Commission may designate, it has public in accordance with the
in particular, in that it is designed to
become effective pursuant to Section provisions of 5 U.S.C. 552, will be
promote just and equitable principles of
19(b)(3)(A)(iii) of the Act 10 and available for Web site viewing and
trade, to remove impediments to and
subparagraph (f)(6) of Rule 19b–4 printing in the Commission’s Public
perfect the mechanism of a free and
thereunder.11 Reference Room, 100 F Street NE.,
open market and a national market
At any time within 60 days of the Washington, DC 20549 on official
system, and, in general to protect
filing of the proposed rule change, the business days between the hours of
investors and the public interest, by
Commission summarily may 10:00 a.m. and 3:00 p.m. Copies of such
permitting the Exchange to align the
temporarily suspend such rule change if filing also will be available for
implementation date of its Governance
it appears to the Commission that such inspection and copying at the principal
Proposal with its affiliates Nasdaq
action is: (i) Necessary or appropriate in office of the Exchange. All comments
GEMX, LLC and Nasdaq MRX, LLC, and
the public interest; (ii) for the protection received will be posted without change;
to make non-substantive corrections to
of investors; or (iii) otherwise in the Commission does not edit personal
the proposed By-Laws. The Exchange’s
furtherance of the purposes of the Act. identifying information from
proposal does not significantly affect the
If the Commission takes such action, the submissions. You should submit only
protection of investors or the public
Commission shall institute proceedings information that you wish to make
interest because this proposal does not
to determine whether the proposed rule available publicly. All submissions
make any substantive changes to the
should be approved or disapproved. should refer to File Number SR–ISE–
Governance Proposal itself; the only
2017–80, and should be submitted on or
changes are to extend the IV. Solicitation of Comments before October 5, 2017.
implementation date and to make non-
substantive corrections to the proposed Interested persons are invited to For the Commission, by the Division of
By-Laws, as discussed above. As noted submit written data, views, and Trading and Markets, pursuant to delegated
above, the Exchange will provide arguments concerning the foregoing, authority.12
advance notice to members with respect including whether the proposed rule Eduardo A. Aleman,
to the specific implementation date change is consistent with the Act. Assistant Secretary.
through a Regulatory Alert. In addition, Comments may be submitted by any of [FR Doc. 2017–19477 Filed 9–13–17; 8:45 am]
the Exchange believes that the non- the following methods:
BILLING CODE 8011–01–P
substantive amendments to the By-Laws Electronic Comments
proposed herein will alleviate potential • Use the Commission’s Internet
confusion as to the applicability of the SECURITIES AND EXCHANGE
comment form (http://www.sec.gov/
Exchange’s rules, which will protect COMMISSION
rules/sro.shtml); or
investors and the public interest. • Send an email to rule-comments@ [Investment Company Act Release No.
B. Self-Regulatory Organization’s sec.gov. Please include File Number SR– 32812; 812–14781]
Statement on Burden on Competition ISE–2017–80 on the subject line.
Innovator ETFs Trust, et al.
The Exchange does not believe that Paper Comments
the proposed rule change will impose September 11, 2017.
• Send paper comments in triplicate
any burden on competition not to Brent J. Fields, Secretary, Securities AGENCY: Securities and Exchange
asabaliauskas on DSKBBXCHB2PROD with NOTICES
necessary or appropriate in furtherance Commission (‘‘Commission’’).
of the purposes of the Act. The 10 15 U.S.C. 78s(b)(3)(A)(iii). ACTION: Notice.
Exchange’s proposal does not impose 11 17 CFR 240.19b–4(f)(6). In addition, Rule 19b–
any significant burden on competition 4(f)(6) requires a self-regulatory organization to give Notice of an application for an order
because the Governance Proposal and the Commission written notice of its intent to file under section 6(c) of the Investment
the proposed rule change at least five business days Company Act of 1940 (the ‘‘Act’’) for an
prior to the date of filing of the proposed rule
7 Id.
change, or such shorter time as designated by the exemption from sections 2(a)(32),
8 15 U.S.C. 78f(b). Commission. The Exchange has satisfied this
9 15 U.S.C. 78f(b)(5). requirement. 12 17 CFR 200.30–3(a)(12).
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![43264 Federal Register / Vol. 82, No. 177 / Thursday, September 14, 2017 / Notices
shares from trading at a material The purchase of Creation Units by a to Section 19(b)(1) of the Securities
discount or premium from NAV. Fund of Funds directly from a Fund will Exchange Act of 1934 (‘‘Act’’) 1 and Rule
6. With respect to Funds that hold be accomplished in accordance with the 19b–4 thereunder,2 a proposed rule
non-U.S. Portfolio Instruments and that policies of the Fund of Funds and will change to amend Exchange Rules 4702
effect creations and redemptions of be based on the NAVs of the Funds. and 4754 relating to the Nasdaq Closing
Creation Units in kind, applicants 9. Section 6(c) of the Act permits the Cross and to make other related
request relief from the requirement Commission to exempt any persons or changes. The proposed rule change was
imposed by section 22(e) in order to transactions from any provision of the published for comment in the Federal
allow such Funds to pay redemption Act if such exemption is necessary or Register on July 27, 2017.3 On August
proceeds within fourteen calendar days appropriate in the public interest and 22, 2017, the Exchange filed
following the tender of Creation Units consistent with the protection of Amendment No. 1 to the proposed rule
for redemption. Applicants assert that investors and the purposes fairly change.4 The Commission received no
the requested relief would not be intended by the policy and provisions of comment letters on the proposed rule
inconsistent with the spirit and intent of the Act. Section 12(d)(1)(J) of the Act change. The Commission is publishing
section 22(e) to prevent unreasonable, provides that the Commission may this notice to solicit comments on
undisclosed or unforeseen delays in the exempt any person, security, or Amendment No. 1 from interested
actual payment of redemption proceeds. transaction, or any class or classes of persons, and is approving the proposed
7. Applicants request an exemption to persons, securities, or transactions, from rule change, as modified by Amendment
permit Funds of Funds to acquire Fund any provision of section 12(d)(1) if the No. 1, on an accelerated basis.
shares beyond the limits of section exemption is consistent with the public
12(d)(1)(A) of the Act; and the Funds, interest and the protection of investors. II. Description of the Proposed Rule
and any principal underwriter for the Section 17(b) of the Act authorizes the Change, as Modified by Amendment
Funds, and/or any broker or dealer Commission to grant an order No. 1 5
registered under the Exchange Act, to permitting a transaction otherwise As described in more detail below,
sell shares to Funds of Funds beyond prohibited by section 17(a) if it finds the Exchange proposes to enhance the
the limits of section 12(d)(1)(B) of the that (a) the terms of the proposed operation of the Nasdaq Closing Cross
Act. The application’s terms and transaction are fair and reasonable and by extending the time period during
conditions are designed to, among other do not involve overreaching on the part which members may submit LOC
things, help prevent any potential (i) of any person concerned; (b) the Orders,6 and to make other changes
undue influence over a Fund through proposed transaction is consistent with relating to the Nasdaq Closing Cross and
control or voting power, or in the policies of each registered the Nasdaq Opening Cross.
connection with certain services, investment company involved; and (c)
transactions, and underwritings, (ii) the proposed transaction is consistent A. Acceptance of LOC Orders and
excessive layering of fees, and (iii) with the general purposes of the Act. Related Changes
overly complex fund structures, which For the Commission, by the Division of
are the concerns underlying the limits Currently, Exchange Rule
Investment Management, under delegated
in sections 12(d)(1)(A) and (B) of the 4702(b)(12)(A) provides that LOC
authority.
Act. Orders may be entered between 4:00
Eduardo A. Aleman,
8. Applicants request an exemption a.m. ET and immediately prior to 3:50
Assistant Secretary. p.m. ET. The Exchange proposes to
from sections 17(a)(1) and 17(a)(2) of the
[FR Doc. 2017–19537 Filed 9–13–17; 8:45 am] amend this rule to permit LOC orders to
Act to permit persons that are affiliated
persons, or second-tier affiliates, of the BILLING CODE 8011–01–P be entered between 3:50 p.m. ET and
Funds, solely by virtue of certain immediately prior to 3:55 p.m. ET,
ownership interests, to effectuate provided that there is a First Reference
SECURITIES AND EXCHANGE Price.7 The Exchange proposes to define
purchases and redemptions in-kind. The COMMISSION
deposit procedures for in-kind the First Reference Price to mean the
purchases of Creation Units and the [Release No. 34–81556; File No. SR–
redemption procedures for in-kind NASDAQ–2017–061] 1 15 U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
redemptions of Creation Units will be
the same for all purchases and Self-Regulatory Organizations; The 3 See Securities Exchange Act Release No. 81188
redemptions and Deposit Instruments NASDAQ Stock Market LLC; Notice of (July 21, 2017), 82 FR 35014 (‘‘Notice’’).
4 In Amendment No. 1, the Exchange proposes to
and Redemption Instruments will be Filing of Amendment No. 1 and Order
remove a reference to Retail Order from Exchange
valued in the same manner as those Granting Accelerated Approval of a Rule 4702(b)(12)(B) and to remove a reference to
Portfolio Instruments currently held by Proposed Rule Change, as Modified by Retail Orders and RPI Orders from Exchange Rule
the Funds. Applicants also seek relief Amendment No. 1, To Amend Rules 4703(l), as these two order types are no longer
4702 and 4754 Relating to the Nasdaq available on the Exchange. The Exchange also
from the prohibitions on affiliated provides an example to illustrate its assertion that
transactions in section 17(a) to permit a Closing Cross and To Make Other permitting members to submit Limit On Close
Fund to sell its shares to and redeem its Related Changes (‘‘LOC’’) Orders until immediately prior to 3:55
p.m. would facilitate price discovery in the Nasdaq
shares from a Fund of Funds, and to September 8, 2017. Closing Cross. Amendment No. 1 is available at
engage in the accompanying in-kind https://www.sec.gov/comments/sr-nasdaq-2017-
asabaliauskas on DSKBBXCHB2PROD with NOTICES
transactions with the Fund of Funds.3 I. Introduction 061/nasdaq2017061.htm.
On July 13, 2017, The NASDAQ Stock 5 For a more detailed description of the proposal,
3 The requested relief would apply to direct sales
Market LLC (‘‘Nasdaq’’ or ‘‘Exchange’’) see Notice, supra note 3 and Amendment No. 1,
of shares in Creation Units by a Fund to a Fund of supra note 4.
filed with the Securities and Exchange 6 See Exchange Rule 4702(b)(12) (defining LOC
Funds and redemptions of those shares. Applicants,
moreover, are not seeking relief from section 17(a) Commission (‘‘Commission’’), pursuant Order).
for, and the requested relief will not apply to, 7 The Exchange proposes a related change to
transactions where a Fund could be deemed an controlling, controlled by or under common control Exchange Rule 4702(b)(12)(B) to provide that LOC
affiliated person, or a second-tier affiliate, of a Fund with an Advisor provides investment advisory Orders and Closing Cross/Extended Hours Orders
of Funds because an Advisor or an entity services to that Fund of Funds. entered at or after 3:55 p.m. ET would be rejected.
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Document Created: 2017-09-13 23:49:18
Document Modified: 2017-09-13 23:49:18
| Category | Regulatory Information | |
| Collection | Federal Register | |
| sudoc Class | AE 2.7: GS 4.107: AE 2.106: | |
| Publisher | Office of the Federal Register, National Archives and Records Administration | |
| Section | Notices | |
| Action | Notice. | |
| Dates | The application was filed on June 7, 2017, and amended on September 8, 2017. | |
| Contact | Hae-Sung Lee, Attorney-Adviser, at (202) 551-7345, or Andrea Ottomanelli Magovern, Acting Branch Chief, at (202) 551-6821 (Division of Investment Management, Chief Counsel's Office). | |
| FR Citation | 82 FR 43262 |
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