83_FR_44099 83 FR 43932 - Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend Certain Representations Relating to the Listing and Trading of Shares of the Innovator S&P 500 Buffer ETFs

83 FR 43932 - Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend Certain Representations Relating to the Listing and Trading of Shares of the Innovator S&P 500 Buffer ETFs

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 83, Issue 167 (August 28, 2018)

Page Range43932-43934
FR Document2018-18573

Federal Register, Volume 83 Issue 167 (Tuesday, August 28, 2018)
[Federal Register Volume 83, Number 167 (Tuesday, August 28, 2018)]
[Notices]
[Pages 43932-43934]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2018-18573]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-83908; File No. SR-CboeBZX-2018-064]


Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of 
Filing and Immediate Effectiveness of a Proposed Rule Change To Amend 
Certain Representations Relating to the Listing and Trading of Shares 
of the Innovator S&P 500 Buffer ETFs

August 22, 2018.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(the ``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given 
that on August 16, 2018, Cboe BZX Exchange, Inc. (the ``Exchange'' or 
``BZX'') filed with the Securities and Exchange Commission 
(``Commission'') the proposed rule change as described in Items I and 
II

[[Page 43933]]

below, which Items have been prepared by the Exchange. The Commission 
is publishing this notice to solicit comments on the proposed rule 
change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange filed a proposal to amend certain representations made 
in a proposed rule change previously filed with the Commission pursuant 
to Rule 19b-4 relating to the Innovator S&P 500 Buffer ETFs (the 
``Buffer Funds'').
    The text of the proposed rule change is available at the Exchange's 
website at www.markets.cboe.com, at the principal office of the 
Exchange, 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, the Exchange 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 Exchange has prepared summaries, set forth in 
Sections A, B, and C below, of the most significant parts of such 
statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The shares of the Buffer Funds (the ``Shares'') were approved to be 
listed and traded on the Exchange under Rule 14.11(i),\3\ which governs 
the listing and trading of Managed Fund Shares, but have not yet begun 
trading. The Buffer Funds are each a series of the Innovator ETFs Trust 
(the ``Trust''), which is organized as a Delaware statutory trust and 
is registered with the Commission as an open-end management investment 
company.\4\
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    \3\ See Securities Exchange Act Release No. 83679 (July 20, 
2018), 83 FR 35505 (July 26, 2018) (SR-BatsBZX-2017-72) (the ``Prior 
Approval'').
    \4\ See Registration Statement on Form N-1A for the Trust, dated 
August 8, 2018 (File Nos. 333-146827 and 811-22135) (the 
``Registration Statement''). The Commission has issued an order 
granting certain exemptive relief to the Trust under the Investment 
Company Act of 1940 (15 U.S.C 80a-1) (``1940 Act'') (the ``Exemptive 
Order''). See Investment Company Act Release No. 32854 (October 6, 
2017) (File No. 812-14781).
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    In this proposed rule change, the Exchange proposes to amend 
several representations made in the Prior Approval related to the 
investment strategy, as described below.\5\ Throughout the description 
of the Buffer Funds' investment strategy in the Prior Approval, there 
are representations such as ``(each Buffer Fund will) seek to provide 
investment returns during the outcome period that match the gains of 
the S&P 500 Index up to the Buffer Cap Level, while shielding investors 
from S&P 500 Index losses of up to 10%.'' The Exchange is proposing to 
amend all such representations related to the Buffer Funds such that 
the Buffer Funds will provide investment returns during the outcome 
period that match the gains of the S&P 500 Index up to the Buffer Cap 
Level, while shielding investors from S&P 500 Index losses of up to 9% 
instead of the previously stated 10%.
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    \5\ The Exchange notes that while a change was made to the 
principal investment strategy, there were no changes to the Buffer 
Funds' investment objective, the method or methods used to select 
the Buffer Funds' portfolio investments, or the Buffer Funds' fees 
and expenses.
---------------------------------------------------------------------------

    The Exchange does not believe that this proposed change raises any 
substantive issues for the Commission because it represents only a 
small change to the investment strategy and all other statements and 
representations made in the Prior Approval regarding the description of 
the portfolio or reference assets, limitations on portfolio holdings or 
reference assets, dissemination and availability of reference assets 
and intraday indicative values, and the applicability of Exchange 
listing rules specified in the Prior Approval remain true and shall 
continue to constitute continued listing requirements for the Buffer 
Funds. Additionally, the change proposed above will constitute a 
continued listing requirement for the Buffer Funds.
2. Statutory Basis
    The Exchange believes that the proposal is consistent with Section 
6(b) of the Act \6\ in general and Section 6(b)(5) of the Act \7\ in 
particular in that it is designed to prevent fraudulent and 
manipulative acts and practices, to promote just and equitable 
principles of trade, to remove impediments to, and perfect the 
mechanism of a free and open market and, in general, to protect 
investors and the public interest. Specifically, the Exchange believes 
that the proposal is designed to prevent fraudulent and manipulative 
acts and practices, to promote just and equitable principles of trade, 
to remove impediments to, and perfect the mechanism of a free and open 
market and, in general, to protect investors and the public interest.
---------------------------------------------------------------------------

    \6\ 15 U.S.C. 78f.
    \7\ 15 U.S.C. 78f(b)(5).
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    As described above, all of the representations from the Prior 
Approval which formed the basis for the Prior Approval remain true and 
will continue to constitute continued listing requirements for the 
Buffer Funds with the exception of the one point (changing the downside 
protection from 10% to 9%) that the Exchange is proposing to amend. 
This proposed change will not make any changes to the types of 
instruments that the Buffer Funds can hold, but will only make a small 
change to the investment strategy. As such, the Exchange believes that 
the proposal does not raise any substantive issues that were not 
previously addressed in the Prior Approval.

B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change will 
impose any burden on competition that is not necessary or appropriate 
in furtherance of the purpose of the Act. The Exchange believes that 
the proposal to allow the Buffer Funds to amend their investment 
strategy will enhance competition among both market participants and 
listing venues by allowing additional series of Managed Fund Shares to 
come to list on the Exchange, to the benefit of investors and the 
marketplace.

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    The Exchange has neither solicited nor received written comments on 
the proposed rule change.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    Because the proposed rule change does not (i) significantly affect 
the protection of investors or the public interest; (ii) impose any 
significant burden on competition; and (iii) become operative for 30 
days from the date on which it was filed, or such shorter time as the 
Commission may designate, it has become effective pursuant to Section 
19(b)(3)(A)of the Act \8\ and subparagraph (f)(6) of Rule 19b-4 
thereunder.\9\
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    \8\ 15 U.S.C. 78s(b)(3)(A).
    \9\ 17 CFR 240.19b-4(f)(6). As required under Rule19b-
4(f)(6)(iii), the Exchange provided the Commission with written 
notice of its intent to file the proposed rule change, along with a 
brief description and text of the proposed rule change, at least 
five business days prior to the date of filing of the proposed rule 
change, or such shorter time as designated by the Commission.
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    A proposed rule change filed pursuant to Rule 19b-4(f)(6) under the

[[Page 43934]]

Act \10\ normally does not become operative for 30 days after the date 
of its filing. However, Rule 19b-4(f)(6)(iii) \11\ permits the 
Commission to designate a shorter time if such action is consistent 
with the protection of investors and the public interest. The Exchange 
has asked the Commission to waive the 30-day operative delay so that 
the proposed rule change may become operative upon filing. The Exchange 
states that waiver of the 30-day operative delay would allow the Buffer 
Funds to immediately begin listing and trading on the Exchange and 
employ its amended investment strategy. The Commission does not believe 
that any new or novel issues are raised by the proposal. Moreover, as 
noted above, apart from modifying the downside protection from 10% to 
9%, all other statements and representations made in the Prior Approval 
would remain true and will apply on a continuous basis. For these 
reasons, the Commission believes that waiver of the 30-day operative 
delay is consistent with the protection of investors and the public 
interest. Accordingly, the Commission hereby waives the operative delay 
and designates the proposed rule change operative upon filing.\12\
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    \10\ 17 CFR 240.19b-4(f)(6).
    \11\ 17 CFR 240.19b-4(f)(6)(iii).
    \12\ For purposes only of waiving the 30-day operative delay, 
the Commission also has considered the proposed rule's impact on 
efficiency, competition, and capital formation. See 15 U.S.C. 
78c(f).
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    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 change 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 [email protected]. Please include 
File Number SR-CboeBZX-2018-064 on the subject line.

Paper Comments

     Send paper comments in triplicate to Secretary, Securities 
and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.

All submissions should refer to File Number SR-CboeBZX-2018-064. 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 website (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 website 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 the Exchange. All comments 
received will be posted without change. Persons submitting comments are 
cautioned that we do not redact or edit personal 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-CboeBZX-2018-064, and should be 
submitted on or before September 18, 2018.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\13\
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    \13\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-18573 Filed 8-27-18; 8:45 am]
 BILLING CODE 8011-01-P



                                               43932                         Federal Register / Vol. 83, No. 167 / Tuesday, August 28, 2018 / Notices

                                               D. Other Comments                                       unnecessary, as they do not bear on the                F. Basis for Disapproval
                                                 Comment letters also addressed the                    basis for the Commission’s decision to                   The record before the Commission
                                               following topics:                                       disapprove the proposal.                               does not provide a basis for the
                                                 • The desire of investors to gain                     E. The Exchange’s Untimely                             Commission to conclude that the
                                               access to bitcoin through an ETP; 107                   Amendments to the Proposal                             Exchange has met its burden under the
                                                 • investor understanding about                                                                               Exchange Act and the Commission’s
                                               bitcoin; 108                                               As noted above, the deadline for
                                                                                                       rebuttal comments in response to the                   Rules of Practice to demonstrate that its
                                                 • the valuation of bitcoin and price                                                                         proposed rule change is consistent with
                                               differentials across bitcoin trading                    Order Instituting Proceedings was May
                                                                                                       15, 2018.123 On August 21, 2018,                       Exchange Act Section 6(b)(5).127
                                               venues; 109
                                                 • the intrinsic value of bitcoin; 110                 however, the Exchange filed                            IV. Conclusion
                                                 • the reliability of bitcoin as a store               Amendment No. 1 with the                                 For the reasons set forth above, the
                                               of value; 111                                           Commission, stating that the                           Commission does not find, pursuant to
                                                 • the volatility of bitcoin prices; 112               amendment ‘‘amends and replaces in its                 Section 19(b)(2) of the Exchange Act,
                                                 • the regulation of bitcoin spot                      entirety the proposal as originally                    that the proposed rule change is
                                               markets; 113                                            submitted on January 5, 2018.’’ Then, on
                                                                                                                                                              consistent with the requirements of the
                                                 • the operation and valuation of the                  August 22, 2018, the Exchange filed
                                                                                                                                                              Exchange Act and the rules and
                                               proposed ETPs; 114                                      Amendment No. 2 with the
                                                                                                                                                              regulations thereunder applicable to a
                                                 • arbitrage between the price of the                  Commission, stating that the
                                                                                                                                                              national securities exchange, and in
                                               Shares and the underlying portfolio                     amendment ‘‘amends and replaces in its
                                                                                                                                                              particular, with Section 6(b)(5) of the
                                               instruments; 115                                        entirety Amendment No. 1 as submitted
                                                                                                                                                              Exchange Act.
                                                 • the ability of the Funds to meet                    on August 21, 2018, which amended                        It is therefore ordered, pursuant to
                                               redemption orders; 116                                  and replaced in its entirety the proposal              Section 19(b)(2) of the Exchange Act,
                                                 • the custody of the assets of the                    as originally submitted on January 5,                  that proposed rule change SR–
                                               Funds; 117                                              2018.’’ Because these amendments were
                                                                                                                                                              CboeBZX–2018–001 is disapproved.
                                                 • the effect on the Funds of a fork in                filed months after the deadline for
                                               the bitcoin blockchain; 118                             comments on the proposed rule change,                    For the Commission, by the Division of
                                                 • the potential impact of Commission                  the Commission deems Amendment No.                     Trading and Markets, pursuant to delegated
                                                                                                                                                              authority.128
                                               approval of the proposed ETP on the                     1 and Amendment No. 2 to have been
                                               price of bitcoin and on the U.S.                        untimely filed.                                        Brent J. Fields,
                                               economy; 119                                               Even if these amendments had been                   Secretary.
                                                 • the leadership role that the United                 timely filed, however, the Commission                  [FR Doc. 2018–18578 Filed 8–27–18; 8:45 am]
                                               States might play in the cryptocurrency                 would still conclude that the Exchange                 BILLING CODE 8011–01–P
                                               space if the Commission were to                         had not met its burden to demonstrate
                                               approve the proposed ETP; 120                           that its proposal is consistent with
                                                 • the utility of a bitcoin ETP as a                   Exchange Act Section 6(b)(5). The                      SECURITIES AND EXCHANGE
                                               global tool for wealth distribution; 121                change that the amendments made to                     COMMISSION
                                               and                                                     the proposal was to limit the                          [Release No. 34–83908; File No. SR–
                                                 • the legitimacy that Commission                      investments of the Funds to Bitcoin                    CboeBZX–2018–064]
                                               approval of the proposed ETP might                      Futures Contracts, which trade on CFE
                                               confer upon bitcoin as a digital asset.122              and CME, eliminating the Funds’ ability                Self-Regulatory Organizations; Cboe
                                                 Ultimately, however, additional                       to invest in listed or unlisted swaps on               BZX Exchange, Inc.; Notice of Filing
                                               discussion of these tangential topics is                bitcoin or on the Benchmark Futures                    and Immediate Effectiveness of a
                                                                                                       Contracts.124 Although CFE and CME                     Proposed Rule Change To Amend
                                                 107 See Kaleda Letter, supra note 12; Santos
                                                                                                       are ‘‘regulated markets,’’ the record, as              Certain Representations Relating to
                                               Letter, supra note 12; Netto Letter, supra note 12.     discussed above, does not provide a                    the Listing and Trading of Shares of
                                                 108 See Desai Letter, supra note 12, at 1; Kumar

                                               Letter, supra note 12.
                                                                                                       basis for the Commission to conclude                   the Innovator S&P 500 Buffer ETFs
                                                 109 See Kumar Letter, supra note 12; Malkin           that CFE and CME are regulated markets
                                                                                                       ‘‘of significant size’’ in Bitcoin Futures             August 22, 2018.
                                               Letter, supra note 12; Bhat Letter, supra note 12;
                                               GraniteShares Letter, supra note 12, at 6–7, 10–11.     Contracts.125 Therefore, even if the                      Pursuant to Section 19(b)(1) of the
                                                 110 See Ahn Letter, supra note 12.
                                                                                                       Exchange’s amendments were timely                      Securities Exchange Act of 1934 (the
                                                 111 See Otenyi Letter, supra note 12; Desai Letter,
                                                                                                       filed, the Commission would be unable                  ‘‘Act’’),1 and Rule 19b–4 thereunder,2
                                               supra note 12, at 1.                                                                                           notice is hereby given that on August
                                                 112 See Desai Letter, supra note 12, at 1; Malkin     to find, based on the record, that the
                                                                                                       Exchange had entered into a                            16, 2018, Cboe BZX Exchange, Inc. (the
                                               Letter, supra note 12, at 1; Bhat Letter, supra note
                                               12.                                                     surveillance-sharing agreement with a                  ‘‘Exchange’’ or ‘‘BZX’’) filed with the
                                                 113 See Barnwell Letter, supra note 12, at 2; Desai
                                                                                                       regulated market of significant size                   Securities and Exchange Commission
                                               Letter, supra note 12, at 1; Fitzgerald Letter, supra   related to bitcoin.126                                 (‘‘Commission’’) the proposed rule
                                               note 12, at 1; Kumar Letter, supra note 12; Malkin                                                             change as described in Items I and II
                                               Letter, supra note 12, at 1.
                                                                                                         123 See supra note 10 and accompanying text.
                                                 114 See NERA Letter, supra note 12, at 1–3, 5;
                                                                                                         124 The Sponsor also represents in its August 20,    23 & 82 and accompanying text, the elimination of
                                               GraniteShares Letter, supra note 12, at 3, 5–6.
                                                 115 See GraniteShares Letter, supra note 12, at 8.    2018, comment letter that the Funds would invest       this representation would not alter the
                                                                                                       only in Bitcoin Futures Contracts. See                 Commission’s conclusion that the Exchange has not
                                                 116 See id. at 7.
                                                                                                                                                              met its burden to demonstrate that CFE and CME
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                                                 117 See id. at 3.
                                                                                                       GraniteShares Letter, supra note 12, at 5.
                                                                                                         125 See supra notes 78–91 and accompanying text.     are markets ‘‘of significant size.’’
                                                 118 See id. at 6.                                                                                               127 In disapproving the proposed rule change, the
                                                                                                         126 Additionally, even though the Exchange’s
                                                 119 See Krohn Letter, supra note 12; Hales Letter,                                                           Commission has considered its impact on
                                                                                                       amendments would have removed the
                                               supra note 12; Santos Letter, supra note 12.            representation in the Notice that the Exchange         efficiency, competition, and capital formation. See
                                                 120 See Hales Letter, supra note 12.
                                                                                                       expects significant liquidity to exist in the market   15 U.S.C. 78c(f).
                                                 121 See Otenyi Letter, supra note 12.                                                                           128 17 CFR 200.30–3(a)(12).
                                                                                                       for Bitcoin Futures Contracts, based on numerous
                                                 122 See Desai Letter, supra note 12, at 1, 2; Kumar                                                             1 15 U.S.C. 78s(b)(1).
                                                                                                       conversations with market participants, issuers, and
                                               Letter, supra note 12; Santos Letter, supra note 12.    discussions with personnel of CFE, see supra notes        2 17 CFR 240.19b–4.




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                                                                            Federal Register / Vol. 83, No. 167 / Tuesday, August 28, 2018 / Notices                                                       43933

                                               below, which Items have been prepared                   Approval related to the investment                    and, in general, to protect investors and
                                               by the Exchange. The Commission is                      strategy, as described below.5                        the public interest.
                                               publishing this notice to solicit                       Throughout the description of the Buffer                As described above, all of the
                                               comments on the proposed rule change                    Funds’ investment strategy in the Prior               representations from the Prior Approval
                                               from interested persons.                                Approval, there are representations such              which formed the basis for the Prior
                                                                                                       as ‘‘(each Buffer Fund will) seek to                  Approval remain true and will continue
                                               I. Self-Regulatory Organization’s                                                                             to constitute continued listing
                                               Statement of the Terms of Substance of                  provide investment returns during the
                                                                                                       outcome period that match the gains of                requirements for the Buffer Funds with
                                               the Proposed Rule Change                                                                                      the exception of the one point (changing
                                                                                                       the S&P 500 Index up to the Buffer Cap
                                                  The Exchange filed a proposal to                     Level, while shielding investors from                 the downside protection from 10% to
                                               amend certain representations made in                   S&P 500 Index losses of up to 10%.’’                  9%) that the Exchange is proposing to
                                               a proposed rule change previously filed                 The Exchange is proposing to amend all                amend. This proposed change will not
                                               with the Commission pursuant to Rule                    such representations related to the                   make any changes to the types of
                                               19b–4 relating to the Innovator S&P 500                 Buffer Funds such that the Buffer Funds               instruments that the Buffer Funds can
                                               Buffer ETFs (the ‘‘Buffer Funds’’).                     will provide investment returns during                hold, but will only make a small change
                                                  The text of the proposed rule change                 the outcome period that match the gains               to the investment strategy. As such, the
                                               is available at the Exchange’s website at               of the S&P 500 Index up to the Buffer                 Exchange believes that the proposal
                                               www.markets.cboe.com, at the principal                  Cap Level, while shielding investors                  does not raise any substantive issues
                                               office of the Exchange, and at the                      from S&P 500 Index losses of up to 9%                 that were not previously addressed in
                                               Commission’s Public Reference Room.                     instead of the previously stated 10%.                 the Prior Approval.
                                               II. Self-Regulatory Organization’s                         The Exchange does not believe that                 B. Self-Regulatory Organization’s
                                               Statement of the Purpose of, and                        this proposed change raises any                       Statement on Burden on Competition
                                               Statutory Basis for, the Proposed Rule                  substantive issues for the Commission                    The Exchange does not believe that
                                               Change                                                  because it represents only a small                    the proposed rule change will impose
                                                  In its filing with the Commission, the               change to the investment strategy and                 any burden on competition that is not
                                               Exchange included statements                            all other statements and representations              necessary or appropriate in furtherance
                                               concerning the purpose of and basis for                 made in the Prior Approval regarding                  of the purpose of the Act. The Exchange
                                               the proposed rule change and discussed                  the description of the portfolio or                   believes that the proposal to allow the
                                               any comments it received on the                         reference assets, limitations on portfolio            Buffer Funds to amend their investment
                                               proposed rule change. The text of these                 holdings or reference assets,                         strategy will enhance competition
                                               statements may be examined at the                       dissemination and availability of                     among both market participants and
                                               places specified in Item IV below. The                  reference assets and intraday indicative              listing venues by allowing additional
                                               Exchange has prepared summaries, set                    values, and the applicability of                      series of Managed Fund Shares to come
                                               forth in Sections A, B, and C below, of                 Exchange listing rules specified in the               to list on the Exchange, to the benefit of
                                               the most significant parts of such                      Prior Approval remain true and shall                  investors and the marketplace.
                                               statements.                                             continue to constitute continued listing
                                                                                                       requirements for the Buffer Funds.                    C. Self-Regulatory Organization’s
                                               A. Self-Regulatory Organization’s                                                                             Statement on Comments on the
                                                                                                       Additionally, the change proposed
                                               Statement of the Purpose of, and                                                                              Proposed Rule Change Received From
                                                                                                       above will constitute a continued listing
                                               Statutory Basis for, the Proposed Rule                                                                        Members, Participants, or Others
                                                                                                       requirement for the Buffer Funds.
                                               Change
                                                                                                                                                               The Exchange has neither solicited
                                                                                                       2. Statutory Basis
                                               1. Purpose                                                                                                    nor received written comments on the
                                                  The shares of the Buffer Funds (the                     The Exchange believes that the                     proposed rule change.
                                               ‘‘Shares’’) were approved to be listed                  proposal is consistent with Section 6(b)              III. Date of Effectiveness of the
                                               and traded on the Exchange under Rule                   of the Act 6 in general and Section                   Proposed Rule Change and Timing for
                                               14.11(i),3 which governs the listing and                6(b)(5) of the Act 7 in particular in that            Commission Action
                                               trading of Managed Fund Shares, but                     it is designed to prevent fraudulent and
                                                                                                       manipulative acts and practices, to                      Because the proposed rule change
                                               have not yet begun trading. The Buffer
                                                                                                       promote just and equitable principles of              does not (i) significantly affect the
                                               Funds are each a series of the Innovator
                                                                                                       trade, to remove impediments to, and                  protection of investors or the public
                                               ETFs Trust (the ‘‘Trust’’), which is
                                                                                                       perfect the mechanism of a free and                   interest; (ii) impose any significant
                                               organized as a Delaware statutory trust
                                                                                                       open market and, in general, to protect               burden on competition; and (iii) become
                                               and is registered with the Commission
                                                                                                       investors and the public interest.                    operative for 30 days from the date on
                                               as an open-end management investment                                                                          which it was filed, or such shorter time
                                               company.4                                               Specifically, the Exchange believes that
                                                                                                       the proposal is designed to prevent                   as the Commission may designate, it has
                                                  In this proposed rule change, the
                                                                                                       fraudulent and manipulative acts and                  become effective pursuant to Section
                                               Exchange proposes to amend several
                                                                                                                                                             19(b)(3)(A)of the Act 8 and subparagraph
                                               representations made in the Prior                       practices, to promote just and equitable
                                                                                                                                                             (f)(6) of Rule 19b–4 thereunder.9
                                                                                                       principles of trade, to remove
                                                                                                                                                                A proposed rule change filed
                                                  3 See Securities Exchange Act Release No. 83679      impediments to, and perfect the
                                               (July 20, 2018), 83 FR 35505 (July 26, 2018) (SR–                                                             pursuant to Rule 19b–4(f)(6) under the
                                                                                                       mechanism of a free and open market
                                               BatsBZX–2017–72) (the ‘‘Prior Approval’’).
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                                                  4 See Registration Statement on Form N–1A for                                                                8 15 U.S.C. 78s(b)(3)(A).
                                                                                                         5 The Exchange notes that while a change was
                                               the Trust, dated August 8, 2018 (File Nos. 333–                                                                 9 17 CFR 240.19b–4(f)(6). As required under
                                               146827 and 811–22135) (the ‘‘Registration               made to the principal investment strategy, there      Rule19b–4(f)(6)(iii), the Exchange provided the
                                               Statement’’). The Commission has issued an order        were no changes to the Buffer Funds’ investment       Commission with written notice of its intent to file
                                               granting certain exemptive relief to the Trust under    objective, the method or methods used to select the   the proposed rule change, along with a brief
                                               the Investment Company Act of 1940 (15 U.S.C            Buffer Funds’ portfolio investments, or the Buffer    description and text of the proposed rule change,
                                               80a–1) (‘‘1940 Act’’) (the ‘‘Exemptive Order’’). See    Funds’ fees and expenses.                             at least five business days prior to the date of filing
                                                                                                         6 15 U.S.C. 78f.
                                               Investment Company Act Release No. 32854                                                                      of the proposed rule change, or such shorter time
                                               (October 6, 2017) (File No. 812–14781).                   7 15 U.S.C. 78f(b)(5).                              as designated by the Commission.



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                                               43934                        Federal Register / Vol. 83, No. 167 / Tuesday, August 28, 2018 / Notices

                                               Act 10 normally does not become                           • Send an email to rule-comments@                    SECURITIES AND EXCHANGE
                                               operative for 30 days after the date of its             sec.gov. Please include File Number SR–                COMMISSION
                                               filing. However, Rule 19b–4(f)(6)(iii) 11               CboeBZX–2018–064 on the subject line.
                                                                                                                                                              [Release No. 34–83904; File No. SR–
                                               permits the Commission to designate a                                                                          NYSEArca–2017–139]
                                               shorter time if such action is consistent               Paper Comments
                                               with the protection of investors and the                  • Send paper comments in triplicate                  Self-Regulatory Organizations; NYSE
                                               public interest. The Exchange has asked                 to Secretary, Securities and Exchange                  Arca, Inc.; Order Disapproving a
                                               the Commission to waive the 30-day                      Commission, 100 F Street NE,                           Proposed Rule Change To List and
                                               operative delay so that the proposed                    Washington, DC 20549–1090.                             Trade the Shares of the ProShares
                                               rule change may become operative upon                                                                          Bitcoin ETF and the ProShares Short
                                               filing. The Exchange states that waiver                 All submissions should refer to File                   Bitcoin ETF
                                               of the 30-day operative delay would                     Number SR–CboeBZX–2018–064. This
                                               allow the Buffer Funds to immediately                   file number should be included on the                  August 22, 2018.
                                               begin listing and trading on the                        subject line if email is used. To help the             I. Introduction
                                               Exchange and employ its amended                         Commission process and review your                        On December 4, 2017, NYSE Arca,
                                               investment strategy. The Commission                     comments more efficiently, please use                  Inc. (‘‘NYSE Arca’’ or ‘‘Exchange’’) filed
                                               does not believe that any new or novel                  only one method. The Commission will                   with the Securities and Exchange
                                               issues are raised by the proposal.                      post all comments on the Commission’s                  Commission (‘‘Commission’’), pursuant
                                               Moreover, as noted above, apart from                    internet website (http://www.sec.gov/                  to Section 19(b)(1) of the Securities
                                               modifying the downside protection from                  rules/sro.shtml). Copies of the                        Exchange Act of 1934 (‘‘Exchange
                                               10% to 9%, all other statements and                     submission, all subsequent                             Act’’) 1 and Rule 19b–4 thereunder,2 a
                                               representations made in the Prior                       amendments, all written statements                     proposed rule change to list and trade
                                               Approval would remain true and will                     with respect to the proposed rule                      the shares (‘‘Shares’’) of the ProShares
                                               apply on a continuous basis. For these                  change that are filed with the                         Bitcoin ETF and the ProShares Short
                                               reasons, the Commission believes that                   Commission, and all written                            Bitcoin ETF (each a ‘‘Fund’’ and,
                                               waiver of the 30-day operative delay is                                                                        collectively, the ‘‘Funds’’) issued by the
                                                                                                       communications relating to the
                                               consistent with the protection of                                                                              ProShares Trust II (‘‘Trust’’) under
                                                                                                       proposed rule change between the
                                               investors and the public interest.                                                                             NYSE Arca Rule 8.200–E, Commentary
                                                                                                       Commission and any person, other than
                                               Accordingly, the Commission hereby                                                                             .02. The proposed rule change was
                                               waives the operative delay and                          those that may be withheld from the
                                                                                                       public in accordance with the                          published for comment in the Federal
                                               designates the proposed rule change                                                                            Register on December 26, 2017.3 The
                                               operative upon filing.12                                provisions of 5 U.S.C. 552, will be
                                                                                                                                                              comment period for the Notice of
                                                                                                       available for website viewing and
                                                  At any time within 60 days of the                                                                           Proposed Rule Change closed on
                                                                                                       printing in the Commission’s Public                    January 16, 2018.
                                               filing of the proposed rule change, the
                                                                                                       Reference Room, 100 F Street NE,                          On January 30, 2018, pursuant to
                                               Commission summarily may
                                                                                                       Washington, DC 20549 on official                       Section 19(b)(2) of the Exchange Act,4
                                               temporarily suspend such rule change if
                                                                                                       business days between the hours of                     the Commission designated a longer
                                               it appears to the Commission that such
                                               action is necessary or appropriate in the               10:00 a.m. and 3:00 p.m. Copies of the                 period within which to approve the
                                               public interest, for the protection of                  filing also will be available for                      proposed rule change, disapprove the
                                               investors, or otherwise in furtherance of               inspection and copying at the principal                proposed rule change, or institute
                                               the purposes of the Act. If the                         office of the Exchange. All comments                   proceedings to determine whether to
                                               Commission takes such action, the                       received will be posted without change.                approve or disapprove the proposed
                                               Commission shall institute proceedings                  Persons submitting comments are                        rule change.5 On March 23, 2018, the
                                               to determine whether the proposed rule                  cautioned that we do not redact or edit                Commission instituted proceedings
                                               change should be approved or                            personal identifying information from                  under Section 19(b)(2)(B) of the
                                               disapproved.                                            comment submissions. You should                        Exchange Act 6 to determine whether to
                                                                                                       submit only information that you wish                  approve or disapprove the proposed
                                               IV. Solicitation of Comments                            to make available publicly. All                        rule change.7 The comment period and
                                                                                                       submissions should refer to File                       rebuttal comment period for the Order
                                                 Interested persons are invited to                                                                            Instituting Proceedings closed on April
                                               submit written data, views, and                         Number SR–CboeBZX–2018–064, and
                                                                                                       should be submitted on or before                       19, 2018, and May 3, 2018, respectively.
                                               arguments concerning the foregoing,                                                                            Finally, on June 15, 2018, the
                                               including whether the proposed rule                     September 18, 2018.
                                                                                                                                                              Commission extended the period for
                                               change is consistent with the Act.                        For the Commission, by the Division of               consideration of the proposed rule
                                               Comments may be submitted by any of                     Trading and Markets, pursuant to delegated             change to August 23, 2018.8 As of
                                               the following methods:                                  authority.13
                                               Electronic Comments                                     Eduardo A. Aleman,                                       1 15  U.S.C. 78s(b)(1).
                                                                                                                                                                2 17  CFR 240.19b–4.
                                                                                                       Assistant Secretary.
                                                 • Use the Commission’s internet                       [FR Doc. 2018–18573 Filed 8–27–18; 8:45 am]
                                                                                                                                                                 3 See Securities Exchange Act Release No. 82350

                                                                                                                                                              (Dec. 19, 2017), 82 FR 61100 (Dec. 26, 2017)
                                               comment form (http://www.sec.gov/                                                                              (‘‘Notice’’).
                                                                                                       BILLING CODE 8011–01–P
                                               rules/sro.shtml); or                                                                                              4 15 U.S.C. 78s(b)(2).
daltland on DSKBBV9HB2PROD with NOTICES




                                                                                                                                                                 5 See Securities Exchange Act Release No. 82602
                                                 10 17  CFR 240.19b–4(f)(6).                                                                                  (Jan. 30, 2018), 83 FR 4941 (Feb. 2, 2018).
                                                 11 17                                                                                                           6 15 U.S.C. 78s(b)(2)(B).
                                                        CFR 240.19b–4(f)(6)(iii).
                                                  12 For purposes only of waiving the 30-day                                                                     7 See Securities Exchange Act Release No. 82939

                                               operative delay, the Commission also has                                                                       (Mar. 23, 2018), 83 FR 13537 (Mar. 29, 2018)
                                               considered the proposed rule’s impact on                                                                       (‘‘Order Instituting Proceedings’’).
                                               efficiency, competition, and capital formation. See                                                               8 See Securities Exchange Act Release No. 83452

                                               15 U.S.C. 78c(f).                                         13 17   CFR 200.30–3(a)(12).                         (June 15, 2018), 83 FR 28894 (June 21, 2018).



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Document Created: 2018-08-28 00:22:33
Document Modified: 2018-08-28 00:22:33
CategoryRegulatory Information
CollectionFederal Register
sudoc ClassAE 2.7:
GS 4.107:
AE 2.106:
PublisherOffice of the Federal Register, National Archives and Records Administration
SectionNotices
FR Citation83 FR 43932 

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