82 FR 43274 - 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
SECURITIES AND EXCHANGE COMMISSION Federal Register Volume 82, Issue 177 (September 14, 2017)
Federal Register Volume 82, Issue 177 (September 14, 2017)
| Page Range | 43274-43276 | |
| FR Document | 2017-19476 |
[Federal Register Volume 82, Number 177 (Thursday, September 14, 2017)] [Notices] [Pages 43274-43276] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2017-19476] ----------------------------------------------------------------------- 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. --------------------------------------------------------------------------- \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). --------------------------------------------------------------------------- [[Page 43275]] 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\ --------------------------------------------------------------------------- \5\ Available at http://www.dtcc.com/asset-services/issuer-services/spr-pricing. \6\ Terms 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-and-procedures.aspx, and the DTC Operational Arrangements (``OA''), available at http://www.dtcc.com/~/media/Files/Downloads/legal/ issue-eligibility/eligibility/operational-arrangements.pdf. --------------------------------------------------------------------------- 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\ --------------------------------------------------------------------------- \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. \8\ OA, supra note 6, at 53. \9\ Supra note 5. --------------------------------------------------------------------------- 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 --------------------------------------------------------------------------- \10\ The 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. --------------------------------------------------------------------------- (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. --------------------------------------------------------------------------- \11\ 15 U.S.C. 78q-1(b)(3)(D). --------------------------------------------------------------------------- (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. [[Page 43276]] (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. --------------------------------------------------------------------------- \12\ 15 U.S.C. 78s(b)(3)(A). \13\ 17 CFR 240.19b-4(f). --------------------------------------------------------------------------- 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 CommentsUse the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or Send an email to [email protected]. 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-rule-filings.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\ --------------------------------------------------------------------------- \14\ 17 CFR 200.30-3(a)(12). --------------------------------------------------------------------------- Eduardo A. Aleman, Assistant Secretary. [FR Doc. 2017-19476 Filed 9-13-17; 8:45 am] BILLING CODE 8011-01-P
![43274 Federal Register / Vol. 82, No. 177 / Thursday, September 14, 2017 / Notices
amount to be invested by each such a Co-Investment Transaction will be conditions. These policies and
party will be allocated among them pro distributed to the applicable Regulated procedures will require, among other
rata based on each party’s capital Entities and the Participating Funds on things, that each Regulated Entity
available for investment in the asset a pro rata basis based on the amounts Adviser will be notified of all Potential
class being allocated, up to the amount each invested or committed, as the case Co-Investment Transactions that fall
proposed to be invested by each. may be, in such Co-Investment within the then-current Objectives and
(d) The acquisition of Follow-On Transaction. If any transaction fee is to Strategies of any Regulated Entity it
Investments as permitted by this be held by a Regulated Entity Adviser or advises and will be given sufficient
condition will be considered a Co- an Affiliated Investment Adviser information to make its independent
Investment Transaction for all purposes pending consummation of the determination and recommendations
and be subject to the other conditions transaction, the fee will be deposited under conditions 1, 2(a), 7 and 8.
set forth in the application. into an account maintained by the 17. Each Regulated Entity’s chief
9. The Independent Directors of each Regulated Entity Adviser or such other compliance officer, as defined in Rule
Regulated Entity will be provided adviser, as the case may be, at a bank 38a–1(a)(4), will prepare an annual
quarterly for review all information or banks having the qualifications report for its Board each year that
concerning Potential Co-Investment prescribed in Section 26(a)(1), and the evaluates (and documents the basis of
Transactions and Co-Investment account will earn a competitive rate of that evaluation) the Regulated Entity’s
Transactions, including investments interest that will also be divided pro compliance with the terms and
made by other Regulated Entities or rata among each applicable Regulated conditions of the application and the
Affiliated Funds that the Regulated Entity and each Participating Fund
Entity considered but declined to procedures established to achieve such
based on the amount each invests in compliance.
participate in, so that the Independent such Co-Investment Transaction. None
Directors may determine whether all of the Affiliated Funds, Regulated Entity For the Commission, by the Division of
investments made during the preceding Advisers, Affiliated Investment Investment Management, under delegated
quarter, including those investments authority.
Advisers, or any affiliated person of any
that the Regulated Entity considered but of the Regulated Entities will receive Eduardo A. Aleman,
declined to participate in, comply with additional compensation or Assistant Secretary.
the conditions of the Order. In addition, remuneration of any kind (other than (a) [FR Doc. 2017–19473 Filed 9–13–17; 8:45 am]
the Independent Directors will consider in the case of the Regulated Entities and BILLING CODE P
at least annually the continued the Participating Funds, the pro rata
appropriateness for the Regulated transaction fees described above and
Entities of participating in new and fees or other compensation described in SECURITIES AND EXCHANGE
existing Co-Investment Transactions. condition 2(c)(iii)(C) and (b) in the case COMMISSION
10. Each Regulated Entity will of the Regulated Entity Advisers and the
maintain the records required by section Affiliated Advisers, investment advisory [Release No. 34–81554; File No. SR–DTC–
57(f)(3) as if each of the Regulated fees paid in accordance with the 2017–017]
Entities were a BDC and each of the Regulated Entities’ and Affiliated
investments permitted under these Funds’ governing agreements) as a result Self-Regulatory Organizations; The
conditions were approved by the of or in connection with a Co- Depository Trust Company; Notice of
Required Majority under section 57(f). Investment Transaction. Filing and Immediate Effectiveness of
11. No Independent Director of a 14. If the Regulated Entity Advisers, Proposed Rule Change To Add a
Regulated Entity will also be a director, the Principals, any person controlling, Discount to the Pricing Schedule for
general partner, managing member or controlled by, or under common control Special Requests for Security Position
principal, or otherwise an ‘‘affiliated with the Regulated Entity Advisers or Reports Relating to Municipal Security
person’’ (as defined in the Act) of, any the Principals, and the Affiliated Funds Issues
of the Affiliated Funds. (collectively, the ‘‘Holders’’) own in the
12. The expenses, if any, associated aggregate more than 25% of the September 8, 2017.
with acquiring, holding or disposing of outstanding voting securities of a Pursuant to Section 19(b)(1) of the
any securities acquired in a Co- Regulated Entity (‘‘Shares’’), then the Securities Exchange Act of 1934
Investment Transaction (including, Holders will vote such Shares as (‘‘Act’’),1 and Rule 19b–4 thereunder,2
without limitation, the expenses of the directed by an independent third party notice is hereby given that on
distribution of any such securities when voting on (1) the election of September 1, 2017, The Depository
registered for sale under the 1933 Act) directors; (2) the removal of one or more Trust Company (‘‘DTC’’) filed with the
shall, to the extent not payable by the directors; or (3) any other matter under Securities and Exchange Commission
Regulated Entity Advisers or the either the Act or applicable State law (‘‘Commission’’) the proposed rule
Affiliated Investment Advisers under affecting the Board’s composition, size change as described in Items I, II and III
their respective investment advisory or manner of election. below, which Items have been prepared
agreements with the Regulated Entities 15. The Medley Proprietary Accounts by the clearing agency. DTC filed the
and the Participating Funds, be shared will not be permitted to invest in a proposed rule change pursuant to
by the applicable Regulated Entities and Potential Co-Investment Transaction Section 19(b)(3)(A) of the Act 3 and Rule
asabaliauskas on DSKBBXCHB2PROD with NOTICES
the Participating Funds in proportion to except to the extent the aggregate 19b–4(f)(2) thereunder.4 The
the relative amounts of their securities demand from the Regulated Entities and Commission is publishing this notice to
held or being acquired or disposed of, the other Affiliated Funds is less than solicit comments on the proposed rule
as the case may be. the total investment opportunity. change from interested persons.
13. Any transaction fee (including 16. The Regulated Entity Advisers and
break-up or commitment fees but the Affiliated Investment Advisers will 1 15 U.S.C. 78s(b)(1).
excluding brokers’ fees contemplated by maintain written policies and 2 17 CFR 240.19b–4.
section 57(k)(2) or 17(e)(2), as procedures reasonably designed to 3 15 U.S.C. 78s(b)(3)(A).
applicable) received in connection with ensure compliance with the foregoing 4 17 CFR 240.19b–4(f)(2).
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![43276 Federal Register / Vol. 82, No. 177 / Thursday, September 14, 2017 / Notices
(C) Clearing Agency’s Statement on those that may be withheld from the redemption; (d) certain affiliated
Comments on the Proposed Rule public in accordance with the persons of a Fund to deposit securities
Change Received From Members, provisions of 5 U.S.C. 552, will be into, and receive securities from, the
Participants, or Others available for Web site viewing and Fund in connection with the purchase
DTC has not received or solicited any printing in the Commission’s Public and redemption of Creation Units; and
written comments relating to this Reference Room, 100 F Street NE., (e) certain registered management
proposal. DTC will notify the Washington, DC 20549 on official investment companies and unit
Commission of any written comments business days between the hours of investment trusts outside of the same
received by DTC. 10:00 a.m. and 3:00 p.m. Copies of the group of investment companies as the
filing also will be available for Funds (‘‘Funds of Funds’’) to acquire
III. Date of Effectiveness of the inspection and copying at the principal shares of the Funds.
Proposed Rule Change, and Timing for office of DTC and on DTCC’s Web site APPLICANTS: Innovator ETFs Trust
Commission Action (http://dtcc.com/legal/sec-rule- (formerly, Academy Funds Trust)
The foregoing rule change has become filings.aspx). All comments received (‘‘Trust’’), a Delaware statutory trust
effective pursuant to Section 19(b)(3)(A) will be posted without change; the registered under the Act as an open-end
of the Act 12 and paragraph (f) of Rule Commission does not edit personal management investment company with
19b–4 thereunder.13 At any time within identifying information from multiple series, Innovator Capital
60 days of the filing of the proposed rule submissions. You should submit only Management, LLC (‘‘Innovator’’),
change, the Commission summarily may information that you wish to make Delaware limited liability company
temporarily suspend such rule change if available publicly. All submissions registered as an investment adviser
it appears to the Commission that such should refer to File Number SR–DTC– under the Investment Advisers Act of
action is necessary or appropriate in the 2017–017 and should be submitted on 1940, and Quasar Distributors, LLC
public interest, for the protection of or before October 5, 2017. (‘‘Distributor’’), a Delaware limited
investors, or otherwise in furtherance of For the Commission, by the Division of liability company and broker-dealer
the purposes of the Act. Trading and Markets, pursuant to delegated registered under the Securities
authority.14 Exchange Act of 1934 (‘‘Exchange Act’’).
IV. Solicitation of Comments
Eduardo A. Aleman,
Interested persons are invited to FILING DATES: The application was filed
Assistant Secretary.
submit written data, views and on June 7, 2017, and amended on
[FR Doc. 2017–19476 Filed 9–13–17; 8:45 am] September 8, 2017.
arguments concerning the foregoing,
BILLING CODE 8011–01–P
including whether the proposed rule HEARING OR NOTIFICATION OF HEARING: An
change is consistent with the Act. order granting the requested relief will
Comments may be submitted by any of SECURITIES AND EXCHANGE be issued unless the Commission orders
the following methods: COMMISSION a hearing. Interested persons may
request a hearing by writing to the
Electronic Comments [Investment Company Act Release No. Commission’s Secretary and serving
• Use the Commission’s Internet 32811; 812–14782] applicants with a copy of the request,
comment form (http://www.sec.gov/ personally or by mail. Hearing requests
rules/sro.shtml); or Innovator ETFs Trust, et al.
should be received by the Commission
• Send an email to rule-comments@ September 11, 2017. by 5:30 p.m. on October 5, 2017, and
sec.gov. Please include File Number SR– AGENCY: Securities and Exchange should be accompanied by proof of
DTC–2017–017 on the subject line. Commission (‘‘Commission’’). service on applicants, in the form of an
Paper Comments ACTION: Notice. affidavit, or for lawyers, a certificate of
service. Pursuant to rule 0–5 under the
• Send paper comments in triplicate Notice of an application for an order Act, hearing requests should state the
to Secretary, Securities and Exchange under section 6(c) of the Investment nature of the writer’s interest, any facts
Commission, 100 F Street NE., Company Act of 1940 (the ‘‘Act’’) for an bearing upon the desirability of a
Washington, DC 20549. exemption from sections 2(a)(32), hearing on the matter, the reason for the
All submissions should refer to File 5(a)(1), 22(d), and 22(e) of the Act and request, and the issues contested.
Number SR–DTC–2017–017. This file rule 22c–1 under the Act, under Persons who wish to be notified of a
number should be included on the sections 6(c) and 17(b) of the Act for an hearing may request notification by
subject line if email is used. To help the exemption from sections 17(a)(1) and writing to the Commission’s Secretary.
Commission process and review your 17(a)(2) of the Act, and under section
ADDRESSES: Secretary, Securities and
comments more efficiently, please use 12(d)(1)(J) for an exemption from
Exchange Commission, 100 F Street NE.,
only one method. The Commission will sections 12(d)(1)(A) and 12(d)(1)(B) of
Washington, DC 20549–1090;
post all comments on the Commission’s the Act. The requested order would
Applicants: Innovator and the Trust,
Internet Web site (http://www.sec.gov/ permit (a) index-based series of certain
120 N. Hale Street, Suite 200, Wheaton
rules/sro.shtml). Copies of the open-end management investment
IL, 60187; the Distributor, 615 East
submission, all subsequent companies (‘‘Funds’’) to issue shares
Michigan Street, Milwaukee, Wisconsin
amendments, all written statements redeemable in large aggregations only
53202.
asabaliauskas on DSKBBXCHB2PROD with NOTICES
with respect to the proposed rule (‘‘Creation Units’’); (b) secondary market
change that are filed with the transactions in Fund shares to occur at FOR FURTHER INFORMATION CONTACT: Jill
Commission, and all written negotiated market prices rather than at Ehrlich, Senior Counsel, at (202) 551–
communications relating to the net asset value (‘‘NAV’’); (c) certain 6819, or Andrea Ottomanelli Magovern,
proposed rule change between the Funds to pay redemption proceeds, Acting Branch Chief, at (202) 551–6821
Commission and any person, other than under certain circumstances, more than (Division of Investment Management,
seven days after the tender of shares for Chief Counsel’s Office).
12 15 U.S.C. 78s(b)(3)(A). SUPPLEMENTARY INFORMATION: The
13 17 CFR 240.19b–4(f). 14 17 CFR 200.30–3(a)(12). following is a summary of the
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Document Created: 2017-09-13 23:49:03
Document Modified: 2017-09-13 23:49:03
| 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 | |
| FR Citation | 82 FR 43274 |
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