[Federal Register Volume 84, Number 181 (Wednesday, September 18, 2019)]
[Notices]
[Pages 49131-49138]
[FR Doc No: 2019-20157]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-86948; File No. SR-NYSEArca-2019-62]

Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing
of Proposed Rule Change Relating to the Listing and Trading of Shares
of the Innovator MSCI EAFE Power Buffer ETFs and Innovator MSCI
Emerging Markets Power Buffer ETFs, Series of the Innovator ETFs Trust,
Under NYSE Arca Rule 8.600-E

September 12, 2019.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of
1934 (``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby given
that, on August 29, 2019, NYSE Arca, Inc. (``NYSE Arca'' or
``Exchange'') 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 self-regulatory
organization. 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\ 15 U.S.C. 78a.
    \3\ 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 proposes to facilitate the continued listing and
trading of shares of the Innovator MSCI EAFE Power Buffer ETF (July
Series) and Innovator MSCI Emerging Markets Power Buffer ETF (July
Series), series of the Innovator ETFs Trust (``Trust'') under NYSE Arca
Rule 8.600-E (``Managed Fund Shares''); (2) to list and trade shares of
up to an additional eleven Innovator MSCI EAFE Power Buffer ETF Series
of the Trust; and (3) to list and trade shares of up to an additional
eleven Innovator MSCI Emerging Markets Power Buffer ETF Series of the
Trust. The proposed change is available on the Exchange's website at
www.nyse.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 self-regulatory organization
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 those 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 the
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange proposes (1) to facilitate the continued listing and
trading under NYSE Arca Rule 8.600-E (``Managed Fund Shares'') \4\ of
shares (``Shares'') of the Innovator MSCI EAFE Power Buffer ETF (July
Series) and Innovator MSCI Emerging Markets Power Buffer ETF (July
Series), series of the Innovator ETFs Trust (``Trust'') \5\ that do not
otherwise meet the standards set forth in Commentary .01(d)(2) to Rule
8.600-E; (2) to list and trade Shares of up to an additional eleven
Innovator MSCI EAFE Power Buffer ETF Series of the Trust (collectively,
the ``EAFE Power Buffer Funds''); and (3) to list and trade Shares of
up to an additional eleven Innovator MSCI Emerging Markets Power Buffer
ETF Series of the Trust (collectively, the ``Emerging Markets Power
Buffer Funds'') (each a ``Fund'' and, collectively, the ``Funds'').
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    \4\ A Managed Fund Share is a security that represents an
interest in an investment company registered under the Investment
Company Act of 1940 (15 U.S.C. 80a-1) (``1940 Act'') organized as an
open-end investment company or similar entity that invests in a
portfolio of securities selected by its investment adviser
consistent with its investment objectives and policies. In contrast,
an open-end investment company that issues Investment Company Units,
listed and traded on the Exchange under NYSE Arca Rule 5.2-E(j)(3),
seeks to provide investment results that correspond generally to the
price and yield performance of a specific foreign or domestic stock
index, fixed income securities index or combination thereof.
    \5\ Shares of the Innovator MSCI EAFE Power Buffer ETF (July
Series) and Innovator MSCI Emerging Markets Power Buffer ETF (July
Series) commenced trading on the Exchange on July 1, 2019.
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    Shares of the Innovator MSCI EAFE Power Buffer ETF (July Series)
and Innovator MSCI Emerging Markets Power Buffer ETF (July Series) are
currently listed and trading on the Exchange. As discussed below,
Innovator MSCI EAFE Power Buffer ETF (July Series) and Innovator MSCI
Emerging Markets Power Buffer ETF (July Series) do not currently meet
the requirements of Commentary .01(d)(2) to Rule 8.600-E.\6\ The
Exchange proposes to facilitate the continued listing and trading of
each of the

Innovator MSCI EAFE Power Buffer ETF (July Series) and Innovator MSCI
Emerging Markets Power Buffer ETF (July Series), notwithstanding the
fact that the reference assets underlying the options held by such
Funds do not meet the requirements of Commentary .01(d)(2) to Rule
8.600-E. Similarly, the Exchange proposes to list and trade Shares of
eleven additional series of the EAFE Power Buffer Funds and eleven
additional series of the Emerging Markets Power Buffer Funds
notwithstanding the fact that the reference assets underlying the
options held by such Funds would not meet the requirements of
Commentary .01(d)(2) to Rule 8.600-E.\7\
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    \6\ See note 11 [sic], infra.
    \7\ The Trust will issue an additional series of each of the
Innovator MSCI EAFE Power Buffer ETF and Innovator MSCI Emerging
Markets Power Buffer ETF in October 2019 (``October Series'').
Thereafter, the Trust may issue, on a monthly or quarterly basis, up
to an additional ten series of each of the Innovator MSCI EAFE Power
Buffer ETF and Innovator MSCI Emerging Markets Power Buffer ETF.
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    The Shares are offered by the Trust. The Trust is registered with
the Commission as an investment company and has filed a registration
statement on Form N-1A under the Securities Act of 1933 (15 U.S.C. 77a)
and the 1940 Act for each of the Innovator MSCI EAFE Power Buffer ETF
(July Series and October Series) and Innovator MSCI Emerging Markets
Power Buffer ETF (July Series and October Series) (each a
``Registration Statement'' and, collectively, the ``Registration
Statements'').\8\ Innovator Capital Management, LLC (the ``Adviser'')
is the investment adviser to the Funds and Milliman Financial Risk
Management LLC (the ``Sub-Adviser'') is the sub-adviser.
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    \8\ See Post-Effective Amendment Nos. 229 and 230 to
Registration Statement on Form N-1A for the Trust, dated June 28,
2019 (File Nos. 333-146827 and 811-22135) (for the Innovator MSCI
EAFE Power Buffer ETF (July Series)); Post-Effective Amendment Nos.
230 and 231 to Registration Statement on Form N-1A for the Trust,
dated June 28, 2019 (File Nos. 333-146827 and 811-22135) (for the
Innovator MSCI Emerging Markets Power Buffer ETF (July Series));
Post-Effective Amendment Nos. 235 and 236 to Registration Statement
on Form N-1A for the Trust, dated July 12, 2019 (File Nos. 333-
146827 and 811-22135) (for the Innovator MSCI EAFE Power Buffer ETF
(October Series)); and Post-Effective Amendment Nos. 236 and 237 to
Registration Statement on Form N-1A for the Trust, dated July 12,
2019 (File Nos. 333-146827 and 811-22135) (for the Innovator MSCI
Emerging Markets Power Buffer ETF (October Series)). The
descriptions of the Funds and the Shares contained herein are based
on information in the Registration Statements. There are no
permissible holdings for the Funds that are not described in this
proposal. The Commission has issued an order granting certain
exemptive relief to the Trust under the 1940 Act (the ``Exemptive
Order''). See Investment Company Act Release No. 32854 (October 6,
2017) (File No. 812-14781).
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    Commentary .06 to Rule 8.600-E provides that, if the investment
adviser to the investment company issuing Managed Fund Shares is
affiliated with a broker-dealer, such investment adviser shall erect
and maintain a ``fire wall'' between the investment adviser and the
broker-dealer with respect to access to information concerning the
composition and/or changes to such investment company portfolio.\9\ In
addition, Commentary .06 further requires that personnel who make
decisions on the investment company's portfolio composition must be
subject to procedures designed to prevent the use and dissemination of
material nonpublic information regarding the applicable investment
company portfolio. Neither the Adviser nor the Sub-Adviser is a
registered broker-dealer, and neither the Adviser nor the Sub-Adviser
is affiliated with broker-dealers. In addition, Adviser and Sub-Adviser
personnel who make decisions regarding a Fund's portfolio are subject
to procedures designed to prevent the use and dissemination of material
nonpublic information regarding a Fund's portfolio. In the event that
(a) the Adviser or Sub-Adviser becomes registered as a broker-dealer or
newly affiliated with a broker-dealer, or (b) any new adviser or sub-
adviser is a registered broker-dealer or becomes affiliated with a
broker-dealer, it will implement and maintain a fire wall with respect
to its relevant personnel or such broker-dealer affiliate, as
applicable, regarding access to information concerning the composition
and/or changes to the portfolio, and will be subject to procedures
designed to prevent the use and dissemination of material non-public
information regarding such portfolio.
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    \9\ An investment adviser to an open-end fund is required to be
registered under the Investment Advisers Act of 1940 (the ``Advisers
Act''). As a result, the Adviser and Sub-Adviser and their related
personnel are subject to the provisions of Rule 204A-1 under the
Advisers Act relating to codes of ethics. This Rule requires
investment advisers to adopt a code of ethics that reflects the
fiduciary nature of the relationship to clients as well as
compliance with other applicable securities laws. Accordingly,
procedures designed to prevent the communication and misuse of non-
public information by an investment adviser must be consistent with
Rule 204A-1 under the Advisers Act. In addition, Rule 206(4)-7 under
the Advisers Act makes it unlawful for an investment adviser to
provide investment advice to clients unless such investment adviser
has (i) adopted and implemented written policies and procedures
reasonably designed to prevent violation, by the investment adviser
and its supervised persons, of the Advisers Act and the Commission
rules adopted thereunder; (ii) implemented, at a minimum, an annual
review regarding the adequacy of the policies and procedures
established pursuant to subparagraph (i) above and the effectiveness
of their implementation; and (iii) designated an individual (who is
a supervised person) responsible for administering the policies and
procedures adopted under subparagraph (i) above.
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    According to the Registration Statement, the investment objective
of the EAFE Power Buffer Funds is to provide investors with returns
that match those of the MSCI EAFE Investable Market Index--Price Return
(``MSCI EAFE Index'') over a period of approximately one year, while
providing a level of protection from MSCI EAFE Index losses. The
investment objective of the Emerging Markets Power Buffer Funds is to
provide investors with returns that match those of the MSCI Emerging
Markets Investable Market Index--Price Return (``MSCI Emerging Markets
Index'' and, together with the MSCI EAFE Index, the ``Indexes'') over a
period of approximately one year, while providing a level of protection
from MSCI Emerging Markets Index losses.
    The Funds are each actively managed funds that employ a ``defined
outcome strategy'' (the ``Strategies'') that:
     For the EAFE Power Buffer Funds, seeks to provide
investment returns that match the gains of the MSCI EAFE Index, up to a
maximized annual return (the ``EAFE Cap Level''), while guarding
against a decline in the MSCI EAFE Index of the first 15% (the ``EAFE
Power Buffer Strategy''); and
     for the Emerging Markets Power Buffer Funds, seeks to
provide investment returns that match the gains of the MSCI Emerging
Markets Index, up to a maximized annual return (the ``Emerging Markets
Cap Level''), while guarding against a decline in the MSCI Emerging
Markets Index of the first 15% (the ``Emerging Markets Power Buffer
Strategy'').
    Pursuant to the Strategies, (i) each EAFE Power Buffer Fund will
invest primarily in ``FLEX Options'' (as defined below) or standardized
options contracts listed on a U.S. exchange that reference either the
MSCI EAFE Index or exchange-traded funds (``ETFs'') \10\ that track the
MSCI EAFE Index, and (ii) each Emerging Markets Power Buffer Fund will
invest primarily in FLEX Options or standardized option contracts
listed on a U.S. exchange that reference either the MSCI Emerging
Markets Index or ETFs that track the MSCI Emerging Markets Index.\11\

Defined outcome strategies are designed to participate in market gains
and losses within pre-determined ranges over a specified period (i.e.,
point to point). These outcomes are predicated on the assumption that
an investment vehicle employing the strategy is held for the designated
outcome periods. As such, the Exchange is proposing to list up to an
additional eleven series (in addition to the two currently trading July
Series) for each of the Strategies.
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    \10\ For purposes of this filing, the term ``ETFs'' means
Investment Company Units (as described in NYSE Arca Rule 5.2-
E(j)(3)); Portfolio Depositary Receipts (as described in NYSE Arca
Rule 8.100-E); and Managed Fund Shares (as described in NYSE Arca
Rule 8.600-E). All ETFs will be listed and traded in the U.S. on a
national securities exchange. The Fund will not invest in inverse or
leveraged (e.g., 2X, -2X, 3X or -3X) ETFs.
    \11\ Options on the MSCI EAFE Index and the MSCI Emerging
Markets Index and FLEX Options on the MSCI EAFE Index and the MSCI
Emerging Markets Index are traded on the Cboe Exchange, Inc. (``Cboe
Options''). Options on ETFs based on the MSCI EAFE Index and the
MSCI Emerging Markets Index are listed and traded in the U.S. on
national securities exchanges. The Exchange, Cboe Options and all
other national securities exchanges are members of the Intermarket
Surveillance Group (``ISG'').
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    The Exchange submits this proposal in order to allow each Fund to
hold listed derivatives, in particular FLexible EXchange Options
(``FLEX Options'') on the MSCI EAFE Index or MSCI Emerging Market
Index, as applicable, in a manner that does not comply with Commentary
.01(d)(2) to Rule 8.600-E.\12\ Otherwise, the Funds will comply with
all other listing requirements of the Generic Listing Standards \13\
for Managed Fund Shares on an initial and continued listing basis under
Commentary .01 to Rule 8.600-E.
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    \12\ Commentary .01(d)(2) to Rule 8.600-E provides that ``the
aggregate gross notional value of listed derivatives based on any
five or fewer underlying reference assets shall not exceed 65% of
the weight of the portfolio (including gross notional exposures),
and the aggregate gross notional value of listed derivatives based
on any single underlying reference asset shall not exceed 30% of the
weight of the portfolio (including gross notional exposures).'' The
Funds do not meet the generic listing standards because they fail to
meet the requirement of Commentary .01(d)(2) that prevents the
aggregate gross notional value of listed derivatives based on any
single underlying reference asset from exceeding 30% of the weight
of the portfolio (including gross notional exposures) and the
requirement that the aggregate gross notional value of listed
derivatives based on any five or fewer underlying reference assets
shall not exceed 65% of the weight of the portfolio (including gross
notional exposures).
    \13\ For purposes of this proposal, the term ``Generic Listing
Standards'' shall mean the generic listing rules for Managed Fund
Shares under Commentary .01 to Rule 8.600-E.
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Innovator MSCI EAFE Power Buffer ETF Series
    According to the Registration Statement, under normal market
conditions,\14\ each EAFE Power Buffer Fund will attempt to achieve its
investment objective by employing a ``defined outcome strategy'' that
will seek to provide investment returns during the outcome period that
match the gains of the MSCI EAFE Index, up to the ``EAFE Cap Level'',
while shielding investors from MSCI EAFE Index losses of up to 15%.
Pursuant to the EAFE Power Buffer Strategy, each EAFE Power Buffer Fund
will invest primarily in FLEX Options or standardized options contracts
listed on a U.S. exchange that reference either the MSCI EAFE Index or
ETFs that track the MSCI EAFE Index.
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    \14\ The term ``normal market conditions'' is defined in NYSE
Arca Rule 8.600-E(c)(5).
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    The portfolio managers will invest in a portfolio of FLEX Options
linked to an underlying asset, the MSCI EAFE Index, that, when held for
the specified period, seeks to produce returns that, over the outcome
period, match the returns of the MSCI EAFE Index up to the EAFE Cap
Level. Pursuant to the EAFE Power Buffer Strategy, each EAFE Power
Buffer Fund's portfolio managers will seek to produce the following
outcomes during the outcome period:
     If the MSCI EAFE Index appreciates over the outcome
period: The EAFE Power Buffer Fund will seek to provide shareholders
with a total return that matches that of the MSCI EAFE Index, up to and
including the EAFE Cap Level;
     If the MSCI EAFE Index depreciates over the outcome period
by 15% or less: The EAFE Power Buffer Fund will seek to provide a total
return of zero;
     If the MSCI EAFE Index decreases over the outcome period
by more than 15%: The EAFE Power Buffer Fund will seek to provide a
total return loss that is 15% less than the percentage loss on the MSCI
EAFE Index with a maximum loss of approximately 85%.
    The EAFE Power Buffer Funds will produce these outcomes by layering
purchased and written FLEX Options. The customizable nature of FLEX
Options allows for the creation of a strategy that sets desired defined
outcome parameters. The FLEX Options comprising a EAFE Power Buffer
Fund's portfolio have terms that, when layered upon each other, are
designed to buffer against losses or match the gains of the MSCI EAFE
Index. However, another effect of the layering of FLEX Options with
these terms is a cap on the level of possible gains.
    Any FLEX Options that are written by an EAFE Power Buffer Fund that
create an obligation to sell or buy an asset will be offset with a
position in FLEX Options purchased by the EAFE Power Buffer Fund to
create the right to buy or sell the same asset such that the EAFE Power
Buffer Fund will always be in a net long position. That is, any
obligations of an EAFE Power Buffer Fund created by its writing of FLEX
Options will be covered by offsetting positions in other purchased FLEX
Options. As the FLEX Options mature at the end of each outcome period,
they are replaced. By replacing FLEX Options annually, each EAFE Power
Buffer Fund seeks to ensure that investments made in a given month
during the current year buffer against negative returns of the MSCI
EAFE Index up to pre-determined levels in that same month of the
following year. The EAFE Power Buffer Funds do not offer any protection
against declines in the MSCI EAFE Index exceeding 15% on an annualized
basis. Shareholders will bear all MSCI EAFE Index losses exceeding 15%
on a one-to-one basis.
    The FLEX Options owned by each of the EAFE Power Buffer Funds will
have the same terms (i.e., same strike price and expiration) for all
investors of an EAFE Power Buffer Fund within an outcome period. The
EAFE Cap Level will be determined with respect to each EAFE Power
Buffer Fund on the inception date of the EAFE Power Buffer Fund and at
the beginning of each outcome period and is determined based on the
price of the FLEX Options acquired by the EAFE Power Buffer Fund at
that time. The EAFE Cap Level will be determined only once at the
beginning of each outcome period and not within an outcome period.
Innovator MSCI Emerging Markets Power Buffer ETF Series
    According to the Registration Statement, under normal market
conditions, each Emerging Markets Power Buffer Fund will attempt to
achieve its investment objective by employing a ``defined outcome
strategy'' that will seek to provide investment returns during the
outcome period that match the gains of the MSCI Emerging Markets Index,
up to the ``Emerging Markets Cap Level'', while shielding investors
from MSCI Emerging Markets Index losses of up to 15%. Pursuant to the
Emerging Markets Power Buffer Strategy, each Emerging Markets Power
Buffer Fund will invest primarily in FLEX Options or standardized
options contracts listed on a U.S. exchange that reference either the
MSCI Emerging Markets Index or ETFs that track the MSCI Emerging
Markets Index.
    The portfolio managers will invest in a portfolio of FLEX Options
linked to an underlying asset, the MSCI Emerging Markets Index, that,
when held for the specified period, seeks to produce returns that, over
the outcome period, match the returns of the MSCI Emerging Markets
Index up to the Emerging Markets Cap Level. Pursuant to the Emerging
Markets Power Buffer Strategy, each Emerging Markets Power Buffer
Fund's portfolio managers will seek to produce the following outcomes
during the outcome period:

     If the MSCI Emerging Markets Index appreciates over the
outcome period: The Emerging Markets Power Buffer Fund will seek to
provide shareholders with a total return that matches that of the MSCI
Emerging Markets Index, up to and including the Emerging Markets Cap
Level;
     If the MSCI Emerging Markets Index depreciates over the
outcome period by 15% or less: The Emerging Markets Power Buffer Fund
will seek to provide a total return of zero;
     If the MSCI Emerging Markets Index decreases over the
outcome period by more than 15%: The Emerging Markets Power Buffer Fund
will seek to provide a total return loss that is 15% less than the
percentage loss on the MSCI Emerging Markets Index with a maximum loss
of approximately 85%.
    The Emerging Markets Power Buffer Funds will produce these outcomes
by layering purchased and written FLEX Options. The customizable nature
of FLEX Options allows for the creation of a strategy that sets desired
defined outcome parameters. The FLEX Options comprising a Emerging
Markets Power Buffer Fund's portfolio have terms that, when layered
upon each other, are designed to buffer against losses or match the
gains of the MSCI Emerging Markets Index. However, another effect of
the layering of FLEX Options with these terms is a cap on the level of
possible gains.
    Any FLEX Options that are written by an Emerging Markets Power
Buffer Fund that create an obligation to sell or buy an asset will be
offset with a position in FLEX Options purchased by the Emerging
Markets Power Buffer Fund to create the right to buy or sell the same
asset such that the Emerging Markets Power Buffer Fund will always be
in a net long position. That is, any obligations of an Emerging Markets
Power Buffer Fund created by its writing of FLEX Options will be
covered by offsetting positions in other purchased FLEX Options. As the
FLEX Options mature at the end of each outcome period, they are
replaced. By replacing FLEX Options annually, each Emerging Markets
Power Buffer Fund seeks to ensure that investments made in a given
month during the current year buffer against negative returns of the
MSCI Emerging Markets Index up to pre-determined levels in that same
month of the following year. The Emerging Markets Power Buffer Funds do
not offer any protection against declines in the MSCI Emerging Markets
Index exceeding 15% on an annualized basis. Shareholders will bear all
MSCI Emerging Markets Index losses exceeding 15% on a one-to-one basis.
    The FLEX Options owned by each of the Emerging Markets Power Buffer
Funds will have the same terms (i.e., same strike price and expiration)
for all investors of an Emerging Markets Power Buffer Fund within an
outcome period. The Emerging Markets Cap Level will be determined with
respect to each Emerging Markets Power Buffer Fund on the inception
date of the Emerging Markets Power Buffer Fund and at the beginning of
each outcome period and is determined based on the price of the FLEX
Options acquired by the Emerging Markets Power Buffer Fund at that
time. The Emerging Markets Cap Level will be determined only once at
the beginning of each outcome period and not within an outcome period.
Investment Methodology for the Funds
    Under normal market conditions, (i) each EAFE Power Buffer Fund
will invest primarily in FLEX Options or standardized options contracts
listed on a U.S. exchange that reference either the MSCI EAFE Index or
ETFs that track the MSCI EAFE Index, and (ii) each Emerging Markets
Power Buffer Fund will invest primarily in FLEX Options or standardized
options contracts listed on a U.S. exchange that reference either the
MSCI Emerging Markets Index or ETFs that track the MSCI Emerging
Markets Index. Each of the Funds may invest its net assets (in the
aggregate) in other investments which the Adviser or Sub-Adviser
believes will help each Fund to meet its investment objective and that
will be disclosed at the end of each trading day (``Other Assets'').
Other Assets include only the following: Cash or cash equivalents,\15\
and standardized options contracts listed on a U.S. securities exchange
that reference either the applicable Index or that reference ETFs that
track the applicable Index (``Reference ETFs'').\16\
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    \15\ For purposes of this filing, cash equivalents are the
short-term instruments enumerated in Commentary .01(c) to Rule
8.600-E.
    \16\ For purposes of this filing, the term ``ETFs'' includes
Investment Company Units (as described in NYSE Arca Rule 5.2-
E(j)(3)); Portfolio Depositary Receipts (as described in NYSE Arca
Rule 8.100-E); and Managed Fund Shares (as described in NYSE Arca
Rule 8.600-E). All ETFs will be listed and traded in the U.S. on a
national securities exchange. The Fund will not invest in inverse or
leveraged (e.g., 2X, -2X, 3X or -3X) ETFs.
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Index Options
    The market for options contracts on the Indexes traded on Cboe
Options and ETFs on the Indexes is highly liquid. Between August 2018
and August 2019, index and ETF option contracts related to the MSCI
EAFE Index traded an average of approximately $1.06 billion notional
per day. The average daily notional volume for MSCI EAFE Index options
and ETF options during this period was approximately $91.4 million and
$970.5 million, respectively; and the average daily MSCI EAFE Index
options and ETF options volume was approximately 497 contracts and
154,199 contracts, respectively.\17\ Between August 2018 and August
2019, index and ETF option contracts related to the MSCI Emerging
Markets Index traded an average of approximately $1.87 billion notional
per day. The average daily notional volume for MSCI Emerging Markets
Index options and ETF options during this period was approximately
$86.94 million and $1.78 billion, respectively; and the average daily
MSCI Emerging Markets Index options and ETF options volume was
approximately 887 contracts and 447,229 contracts, respectively.\18\
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    \17\ The MSCI EAFE Index is designed to represent the
performance of large and mid-cap securities across 21 developed
markets, including countries in Europe, Australasia and the Far
East, excluding the U.S. and Canada. As of December 2018, the Index
constituents covered approximately 85% of the free float-adjusted
market capitalization in each of the 21 countries in the Index. As
of December 2018, the MSCI Emerging Markets Index constituents
included securities in 26 countries across 5 regions, and covered
approximately 85% of the free float-adjusted market capitalization
in each country. As of July 31, 2019, the MSCI EAFE Index had 923
components with an average market capitalization of approximately
$15.0 billion and an average annual trading value of approximately
$11.8 billion. As of July 31, 2019, the MSCI Emerging Markets Index
had 1,193 components with an average market capitalization of
approximately $4.5 billion and an average annual trading value of
approximately $8.2 billion. Source: MSCI, Inc.
    \18\ With respect to FLEX Options, Cboe Options has represented
that every FLEX Option order submitted to Cboe Options is exposed to
a competitive auction process for price discovery, which process
begins with a request for quote (``RFQ'') in which the interested
party establishes the terms of the FLEX Options contract. See
Securities Exchange Act Release No. 83679 (July 20, 2018), 83 FR
35505 (July 26, 2018) (SR-BatsBZX-2017-72) (Notice of Filing of
Amendment No. 4 and Order Granting Accelerated Approval of a
Proposed Rule Change, as Modified by Amendment No. 4 Thereto, to
List and Trade Shares of the Innovator S&P 500 Buffer ETF Series,
Innovator S&P 500 Power Buffer ETF Series, and Innovator S&P 500
Ultra Buffer ETF Series Under Rule 14.11(i)) (``BatsBZX Order'').
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    The Exchange believes that sufficient protections are in place to
protect against market manipulation of the Funds' Shares and FLEX
Options on the Indexes for several reasons: (i) The diversity,
liquidity, and market cap of the securities underlying each Index; (ii)
the competitive quoting process for FLEX Options; (iii) the significant
liquidity in the market for options on the Indexes results in a well-
established price discovery process that provides meaningful guideposts
for FLEX Option pricing; and (iv) surveillance by the

Exchange, Cboe Options \19\ and the Financial Industry Regulatory
Authority (``FINRA'') designed to detect violations of the federal
securities laws and self-regulatory organization (``SRO'') rules. The
Exchange has in place a surveillance program for transactions in ETFs
to ensure the availability of information necessary to detect and deter
potential manipulations and other trading abuses, thereby making the
Shares less readily susceptible to manipulation. Further, the Exchange
believes that because the assets in each Fund's portfolio, which are
comprised primarily of FLEX Options on the Indexes, will be acquired in
extremely liquid and highly regulated markets,\20\ the Shares are less
readily susceptible to manipulation.
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    \19\ Cboe Options and the Exchange are members of the Option
Price Regulatory Surveillance Authority, which was established in
2006 to provide efficiencies in looking for insider trading and
serves as a central organization to facilitate collaboration in
insider trading and investigations for the U.S. options exchanges.
    \20\ All exchange-listed securities that the Funds may hold will
trade on a market that is a member of ISG and the Funds will not
hold any non-exchange-listed equities or options; however, not all
of the components of the portfolio for the Funds may trade on
exchanges that are members of the ISG or with which the Exchange has
in place a comprehensive surveillance sharing agreement. For a list
of the current members of ISG, see www.isgportal.org.
---------------------------------------------------------------------------

    The Exchange believes that its surveillance procedures are adequate
to properly monitor the trading of the Shares on the Exchange during
all trading sessions and to deter and detect violations of Exchange
rules and the applicable federal securities laws. Trading of the Shares
through the Exchange will be subject to the Exchange's surveillance
procedures for derivative products, including Managed Fund Shares. All
statements and representations made in this filing regarding (a) the
description of the portfolio, reference assets, and Indexes, (b)
limitations on portfolio holdings and reference assets, or (c) the
applicability of Exchange rules shall constitute continued listing
requirements for listing the Shares on the Exchange. The issuer has
represented to the Exchange that it will advise the Exchange of any
failure by a Fund or the related Shares to comply with the continued
listing requirements, and, pursuant to its obligations under Section
19(g)(1) of the Act, the Exchange will surveil for compliance with the
continued listing requirements. If a Fund or the related Shares are not
in compliance with the applicable listing requirements, then, with
respect to such Fund or Shares, the Exchange will commence delisting
procedures under Exchange Rule 5.5-E(m). FINRA conducts certain cross-
market surveillances on behalf of the Exchange pursuant to a regulatory
services agreement. The Exchange is responsible for FINRA's performance
under this regulatory services agreement.
    As noted above, options on the Indexes are highly liquid. The
contracts are cash-settled with no delivery of stocks or ETFs, and
trade in competitive auction markets with price and quote transparency.
The Exchange believes the highly regulated options markets and the
broad base and scope of each Index make securities that derive their
value from that index less susceptible to market manipulation in view
of market capitalization and liquidity of the components of each Index,
price and quote transparency, and arbitrage opportunities.
    The Exchange believes that the liquidity of the markets for
securities in the Indexes, options on the Indexes, and other related
derivatives is sufficiently great to deter fraudulent or manipulative
acts associated with the Funds' Shares price. The Exchange also
believes that such liquidity is sufficient to support the creation and
redemption mechanism. Coupled with the extensive surveillance programs
of the SROs described above, the Exchange does not believe that trading
in the Funds' Shares would present manipulation concerns.
    All of the options contracts held by the Funds will trade on
markets that are a member of ISG or affiliated with a member of ISG or
with which the Exchange has in place a comprehensive surveillance
sharing agreement.
    Lastly, the issuer represents that it currently provides and
maintains for the July Series of the Trust, and will provide and
maintain for futures series of the Trust, a publicly available web tool
for each of the Funds on its website that provides existing and
prospective shareholders with important information to help inform
investment decisions. The information provided includes the start and
end dates of the current outcome period, the time remaining in the
outcome period, the Fund's current net asset value, the Fund's cap for
the outcome period and the maximum investment gain available up to the
cap for a shareholder purchasing Shares at the current net asset value
(``NAV''). For each of the Funds, the web tool also provides
information regarding each Fund's buffer. This information includes the
remaining buffer available for a shareholder purchasing Shares at the
current NAV or the amount of losses that a shareholder purchasing
Shares at the current NAV would incur before benefitting from the
protection of the buffer. The cover of each Fund's prospectus, as well
as the disclosure contained in the Registration Statement, provides the
specific web address for each Fund's web tool.
Application of Generic Listing Requirements
    The Exchange is submitting this proposed rule change because the
portfolio for the Fund will not meet all of the ``generic'' listing
requirements of Commentary .01 to NYSE Arca Rule 8.600-E applicable to
the listing of Managed Fund Shares. The Fund's portfolio will meet all
such requirements except for those set forth in Commentary .01 (d)(2)
(with respect to holdings in listed derivatives), as described below.
    The underlying reference asset for the Innovator MSCI EAFE Power
Buffer ETF Series of the Trust is FLEX Options on the MSCI EAFE Index
and the underlying reference asset for the Innovator MSCI Emerging
Markets Power Buffer ETF Series of the Trust is FLEX Options on the
MSCI Emerging Markets Index. Each of the Indexes is broad-based and the
market for options contracts on the Indexes traded on Cboe Options and
ETFs on the Indexes is highly liquid.\21\
---------------------------------------------------------------------------

    \21\ See note 17 and accompanying text, supra.
---------------------------------------------------------------------------

    The Exchange notes that this proposed rule change is substantively
similar to a proposed rule change approved by the Commission for Cboe
BZX Exchange, Inc. relating to listing and trading of shares of twelve
series of the Innovator S&P 500 Buffer ETF Series, Innovator S&P 500
Power Buffer ETF Series, and Innovator S&P 500 Ultra Buffer ETF Series
based on the S&P 500 Index rather than the Indexes.\22\
---------------------------------------------------------------------------

    \22\ See BatsBZX Order, note 18, supra.
---------------------------------------------------------------------------

Availability of Information
    The Fund's website (www.innovatoretfs.com) will include the
prospectus for the Funds that may be downloaded. The Funds' website
will include additional quantitative information updated on a daily
basis including, for each Fund, (1) daily trading volume, the prior
business day's reported closing price, NAV and midpoint of the bid/ask
spread at the time of calculation of such NAV (the ``Bid/Ask
Price''),\23\ and a calculation of the premium and discount of the Bid/
Ask Price against the NAV, and (2) data

in chart format displaying the frequency distribution of discounts and
premiums of the daily Bid/Ask Price against the NAV, within appropriate
ranges, for each of the four previous calendar quarters. On each
business day, before commencement of trading in Shares in the Core
Trading Session on the Exchange, the Funds will disclose on their
website the Disclosed Portfolio as defined in NYSE Arca Rule 8.600-
E(c)(2) that forms the basis for each Fund's calculation of NAV at the
end of the business day.\24\ The website information will be publicly
available at no charge.
---------------------------------------------------------------------------

    \23\ The Bid/Ask Price of a Fund's Shares will be determined
using the mid-point of the highest bid and the lowest offer on the
Exchange as of the time of calculation of the Fund's NAV. The
records relating to Bid/Ask Prices will be retained by the Fund and
its service providers.
    \24\ Under accounting procedures followed by each Fund, trades
made on the prior business day (``T'') will be booked and reflected
in NAV on the current business day (``T+1''). Accordingly, a Fund
will be able to disclose at the beginning of the business day the
portfolio that will form the basis for the NAV calculation at the
end of the business day.
---------------------------------------------------------------------------

    Investors can also obtain the Trust's Statement of Additional
Information (``SAI''), the Fund's Shareholder Reports, and the Fund's
Forms N-CSR and its Form N-CEN, filed annually. The Fund's SAI and
Shareholder Reports will be available free upon request from the Trust,
and those documents and the Form N-CSR and Form N-CEN may be viewed on-
screen or downloaded from the Commission's website at www.sec.gov.
    Intra-day and closing price information regarding Index options and
FLEX Options is available from the Options Price Reporting Authority
(``OPRA''), Cboe Options' website and from major market data vendors.
Price information regarding ETF options is available from the OPRA, the
relevant options exchange and major market data vendors. Additionally,
the Trade Reporting and Compliance Engine (``TRACE'') of the Financial
Industry Regulatory Authority (``FINRA'') will be a source of price
information for certain fixed income securities to the extent
transactions in such securities are reported to TRACE. Price
information regarding U.S. government securities and other cash
equivalents generally may be obtained from brokers and dealers who make
markets in such securities or through nationally recognized pricing
services through subscription agreements.
    Information regarding market price and trading volume of the Shares
will be continually available on a real-time basis throughout the day
on brokers' computer screens and other electronic services. Information
regarding the previous day's closing price and trading volume
information for the Shares will be published daily in the financial
section of newspapers.
    Quotation and last sale information for the Shares will be
available via the Consolidated Tape Association (``CTA'') high-speed
line. In addition, the Portfolio Indicative Value (``PIV''), as defined
in NYSE Arca Rule 8.600-E(c)(3), will be widely disseminated by one or
more major market data vendors at least every 15 seconds during the
Core Trading Session.
Trading Halts
    With respect to trading halts, the Exchange may consider all
relevant factors in exercising its discretion to halt or suspend
trading in the Shares of a Fund.\25\ Trading in Shares of the Fund will
be halted if the circuit breaker parameters in NYSE Arca Rule 7.12-E
have been reached. Trading also may be halted because of market
conditions or for reasons that, in the view of the Exchange, make
trading in the Shares inadvisable. Trading in the Funds' Shares also
will be subject to Rule 8.600-E(d)(2)(D) (``Trading Halts'').
---------------------------------------------------------------------------

    \25\ See NYSE Arca Rule 7.12-E.
---------------------------------------------------------------------------

Trading Rules
    The Exchange deems the Shares to be equity securities, thus
rendering trading in the Shares subject to the Exchange's existing
rules governing the trading of equity securities. Shares will trade on
the NYSE Arca Marketplace from 4 a.m. to 8 p.m., E.T. in accordance
with NYSE Arca Rule 7.34-E (Early, Core, and Late Trading Sessions).
The Exchange has appropriate rules to facilitate transactions in the
Shares during all trading sessions. As provided in NYSE Arca Rule 7.6-
E, the minimum price variation (``MPV'') for quoting and entry of
orders in equity securities traded on the NYSE Arca Marketplace is
$0.01, with the exception of securities that are priced less than $1.00
for which the MPV for order entry is $0.0001.
    With the exception of the requirements of Commentary .01(d)(2)
(with respect to listed derivatives) as described above in
``Application of Generic Listing Requirements,'' the Shares of each
Fund will conform to the initial and continued listing criteria under
NYSE Arca Rule 8.600-E. Consistent with Commentary .06 to NYSE Arca
Rule 8.600-E, the Adviser will implement and maintain, or be subject
to, procedures designed to prevent the use and dissemination of
material non-public information regarding the actual components of each
Fund's portfolio. The Exchange represents that, for initial and
continued listing, the Funds will be in compliance with Rule 10A-3 \26\
under the Act, as provided by NYSE Arca Rule 5.3-E. With respect to
each of the proposed additional eleven series of each Fund, a minimum
of 100,000 Shares will be outstanding at the commencement of trading on
the Exchange. The Exchange will obtain a representation from the issuer
of the Shares that the NAV per Share will be calculated daily and that
the NAV and the Disclosed Portfolio will be made available to all
market participants at the same time.
---------------------------------------------------------------------------

    \26\ 17 CFR 240.10A-3.
---------------------------------------------------------------------------

Surveillance
    The Exchange represents that trading in the Shares will be subject
to the existing trading surveillances, administered by FINRA on behalf
of the Exchange, or by regulatory staff of the Exchange, which are
designed to detect violations of Exchange rules and applicable federal
securities laws. The Exchange represents that these procedures are
adequate to properly monitor Exchange trading of the Shares in all
trading sessions and to deter and detect violations of Exchange rules
and federal securities laws applicable to trading on the Exchange.\27\
---------------------------------------------------------------------------

    \27\ FINRA conducts cross-market surveillances on behalf of the
Exchange pursuant to a regulatory services agreement. The Exchange
is responsible for FINRA's performance under this regulatory
services agreement.
---------------------------------------------------------------------------

    The surveillances referred to above generally focus on detecting
securities trading outside their normal patterns, which could be
indicative of manipulative or other violative activity. When such
situations are detected, surveillance analysis follows and
investigations are opened, where appropriate, to review the behavior of
all relevant parties for all relevant trading violations.
    The Exchange or FINRA, on behalf of the Exchange, or both, will
communicate as needed regarding trading in the Shares and options with
other markets and other entities that are members of the ISG, and the
Exchange or FINRA, on behalf of the Exchange, or both, may obtain
trading information regarding trading in such securities and financial
instruments from such markets and other entities. The Exchange may
obtain information regarding trading in such securities and financial
instruments from markets and other entities that are members of ISG or
with which the Exchange has in place a comprehensive surveillance
sharing agreement. In addition, the Exchange also has a general policy
prohibiting the distribution of material, non-public information by its
employees.
    In addition, the Exchange also has a general policy prohibiting the

distribution of material, non-public information by its employees.
    All statements and representations made in this filing regarding
(a) the description of the portfolio or reference assets, (b)
limitations on portfolio holdings or reference assets, or (c) the
applicability of Exchange listing rules specified in this rule filing
shall constitute continued listing requirements for listing the Shares
of the Funds on the Exchange.
    The issuer must notify the Exchange of any failure by the Funds to
comply with the continued listing requirements, and, pursuant to its
obligations under Section 19(g)(1) of the Act, the Exchange will
monitor for compliance with the continued listing requirements. If a
Fund is not in compliance with the applicable listing requirements, the
Exchange will commence delisting procedures under NYSE Arca Rule 5.5-E
(m).
Information Bulletin
    Prior to the commencement of trading, the Exchange will inform its
Equity Trading Permit Holders in an Information Bulletin (``Bulletin'')
of the special characteristics and risks associated with trading the
Shares. Specifically, the Bulletin will discuss the following: (1) The
procedures for purchases and redemptions of Shares in Creation Unit
aggregations (and that Shares are not individually redeemable); (2)
NYSE Arca Rule 9.2-E(a), which imposes a duty of due diligence on its
Equity Trading Permit Holders to learn the essential facts relating to
every customer prior to trading the Shares; (3) the risks involved in
trading the Shares during the Early and Late Trading Sessions when an
updated PIV will not be calculated or publicly disseminated; (4) how
information regarding the PIV and the Disclosed Portfolio is
disseminated; (5) the requirement that Equity Trading Permit Holders
deliver a prospectus to investors purchasing newly issued Shares prior
to or concurrently with the confirmation of a transaction; and (6)
trading information.
    In addition, the Bulletin will reference that the Funds are subject
to various fees and expenses described in the Registration Statement.
The Bulletin will discuss any exemptive, no-action, and interpretive
relief granted by the Commission from any rules under the Act. The
Bulletin will also disclose that the NAV for the Shares will be
calculated after 4:00 p.m., Eastern time each trading day.
2. Statutory Basis
    The Exchange believes that the proposal is consistent with Section
6(b) of the Act \28\ in general and Section 6(b)(5) of the Act \29\ in
particular in that it is designed to prevent fraudulent and
manipulative acts and practices, to promote just and equitable
principles of trade, to foster cooperation and coordination with
persons engaged in facilitating transactions in securities, to remove
impediments to and perfect the mechanism of a free and open market and
a national market system and, in general, to protect investors and the
public interest.
---------------------------------------------------------------------------

    \28\ 15 U.S.C. 78f.
    \29\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Exchange believes that the proposed rule change is designed to
prevent fraudulent and manipulative acts and practices, to promote just
and equitable principles of trade, to foster cooperation and
coordination with persons engaged in facilitating transactions in
securities, to remove impediments to and perfect the mechanism of a
free and open market and a national market system and, in general, to
protect investors and the public interest in that the Shares will meet
each of the initial and continued listing criteria in Commentary .01 to
NYSE Arca Rule 8.600-E, with the exception of Commentary .01(d)(2) to
NYSE Arca Rule 8.600-E, which requires that the aggregate gross
notional value of listed derivatives based on any five or fewer
underlying reference assets shall not exceed 65% of the weight of the
portfolio (including gross notional exposures), and the aggregate gross
notional value of listed derivatives based on any single underlying
reference asset shall not exceed 30% of the weight of the portfolio
(including gross notional exposures).\30\ Commentary .01(d)(2) to NYSE
Arca Rule 8.600-E, is intended to ensure that a fund is not subject to
manipulation by virtue of significant exposure to a manipulable
underlying reference asset by establishing concentration limits among
the underlying reference assets for listed derivatives held by a
particular fund.
---------------------------------------------------------------------------

    \30\ As noted above, the Exchange is submitting this proposal
because the Funds would not meet the requirements of Commentary
.01(d)(2) to Rule 8.600-E. See note 12, supra.
---------------------------------------------------------------------------

    The market for options contracts on the Indexes traded on Cboe
Options and ETFs on the Indexes is highly liquid. Between August 2018
and August 2019, index and ETF option contracts related to the MSCI
EAFE Index traded an average of approximately $1.06 billion notional
per day. The average daily notional volume for MSCI EAFE Index options
and ETF options during this period was approximately $91.4 million and
$970.5 million, respectively; and the average daily MSCI EAFE Index
options and ETF options volume was approximately 497 contracts and
154,199 contracts, respectively. Between August 2018 and August 2019,
index and ETF option contracts related to the MSCI Emerging Markets
Index traded an average of approximately $1.87 billion notional per
day. The average daily notional volume for MSCI Emerging Markets Index
options and ETF options during this period was approximately $86.94
million and $1.78 billion, respectively; and the average daily MSCI
Emerging Markets Index options and ETF options volume was approximately
887 contracts and 447,229 contracts, respectively. As of July 31, 2019,
the MSCI EAFE Index had 923 components with an average market
capitalization of approximately $15.0 billion and an average annual
trading value of approximately $11.8 billion. As of July 31, 2019, the
MSCI Emerging Markets Index had 1,193 components with an average market
capitalization of approximately $4.5 billion and an average annual
trading value of approximately $8.2 billion.
    The Exchange believes that sufficient protections are in place to
protect against market manipulation of the Funds' Shares and FLEX
Options on the Indexes for several reasons: (i) The diversity,
liquidity, and market cap of the securities underlying the each Index;
(ii) the competitive quoting process for FLEX Options; (iii) the
significant liquidity in the market for options on the Indexes results
in a well-established price discovery process that provides meaningful
guideposts for FLEX Option pricing; and (iv) surveillance by the
Exchange, Cboe Options and FINRA designed to detect violations of the
federal securities laws and SRO rules. The Exchange has in place a
surveillance program for transactions in ETFs to ensure the
availability of information necessary to detect and deter potential
manipulations and other trading abuses, thereby making the Shares less
readily susceptible to manipulation. Further, the Exchange believes
that because the assets in each Fund's portfolio, which are comprised
primarily of FLEX Options on the Indexes, will be acquired in extremely
liquid and highly regulated markets, the Shares are less readily
susceptible to manipulation.
    The Exchange or FINRA, on behalf of the Exchange, or both, will
communicate as needed regarding trading in the Shares and options with
other markets and other entities that are members of the ISG, and the
Exchange or FINRA, on behalf of the Exchange, or both, may obtain
trading information

regarding trading in such securities and financial instruments from
such markets and other entities. The Exchange may obtain information
regarding trading in such securities and financial instruments from
markets and other entities that are members of ISG or with which the
Exchange has in place a comprehensive surveillance sharing agreement.
In addition, the Exchange also has a general policy prohibiting the
distribution of material, non-public information by its employees.
    As noted above, options on the Indexes are highly liquid and derive
their value from the actively traded Index components. The Exchange
believes the highly regulated options markets and the broad base and
scope of the Indexes make securities that derive their value from the
Indexes less susceptible to market manipulation in view of market
capitalization and liquidity of the components of the Indexes, price
and quote transparency, and arbitrage opportunities.
    The Exchange believes that the liquidity of the markets for
securities in the Indexes, options on the Indexes, and other related
derivatives is sufficiently great to deter fraudulent or manipulative
acts associated with the Funds' Shares price. The Exchange also
believes that such liquidity is sufficient to support the creation and
redemption mechanism. Coupled with the extensive surveillance programs
of the SROs described above, the Exchange does not believe that trading
in the Funds' Shares would present manipulation concerns.
    The Exchange represents that, except as described above, the Funds
will meet and be subject to all other requirements of the Generic
Listing Standards and other applicable continued listing requirements
for Managed Fund Shares under Rule 8.600-E, including those
requirements regarding the Disclosed Portfolio, Portfolio Indicative
Value, suspension of trading or removal, trading halts, disclosure, and
firewalls. The Trust is required to comply with Rule 10A-3 under the
Act for the initial and continued listing of the Shares of each Fund.
Moreover, all of the options contracts held by the Funds will trade on
markets that are a member of ISG or affiliated with a member of ISG or
with which the Exchange has in place a comprehensive surveillance
sharing agreement.
    For the above reasons, the Exchange believes that the proposed rule
change is consistent with the requirements of Section 6(b)(5) of the
Act.

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 notes that the
proposed rule change will allow the listing and trading of additional
types of Managed Fund Shares that will enhance competition among market
participants, 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

    No written comments were solicited or received with respect to the
proposed rule change.

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

    Within 45 days of the date of publication of this notice in the
Federal Register or up to 90 days (i) as the Commission may designate
if it finds such longer period to be appropriate and publishes its
reasons for so finding or (ii) as to which the self-regulatory
organization consents, the Commission will:
    (A) By order approve or disapprove the proposed rule change, or
    (B) institute proceedings to determine whether the proposed rule
change should be 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_ADDRESS>Please include
File Number SR-NYSEArca-2019-62 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-NYSEArca-2019-62. 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-NYSEArca-2019-62 and should be submitted
on or before October 9, 2019.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\31\
---------------------------------------------------------------------------

    \31\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2019-20157 Filed 9-17-19; 8:45 am]
BILLING CODE 8011-01-P


Comments	Action/Response	2nd comments 	Action / Response 2	Page #

Analyses of fetal examination data should combine incidences of related
findings to better show trends that may be treatment related. Examples
of related findings that could be combined include: sternebral deficits
such as asymmetric, bifid, hypoplastic, and dumbbell shaped; rudimentary
and well-formed lumbar ribs; and ossification and cartilaginous
variations of thoracic centra su.ch as bifid, hypoplastic, and dumbbell
shaped.	Fetal examination data reanalyzed

	A number of combined endpoint analyses are shown in Appendix K.  There
can be multiple opinions as to which endpoints should be combined for
analysis.  Further into the program, perhaps at the juncture for risk
assessment or publication, API should re-assess what types of combined
endpoints appear to be most appropriate for interpretation of the
overall program.	See draft final report	3-9 – 3-11 and Appendix K

Page 3-4, Feed and Water:

Copies of the feed and water analyses should be included in the report
as appendices.	Feed and water analyses added

	OK, but this needs to be mentioned on p. 3-4 (p. 17) in the text	See
draft final report 	Appendix M

Page 4-6, Skeletal Observations:

Text, first paragraph: The statistically significant trend analysis for
rudimentary lumbar ribs must be addressed. Please also compare the data
to the laboratory historical control range for "dumbbell-shaped thoracic
vertebral centra anlage," for dismissal. Also, "dumbbell” is
misspelled.	New statistical analyses does not have linear trend
analyses.  Comparison to historical control added.

	OK- but why was this deleted?  If this was part of the original
procedures, isn’t it necessary to include the results?	See draft final
report	4-3

Maternal Toxicity

Reviewer Goldsworthy agreed with the authors that the NOAEL for maternal
and developmental toxicity is 20,000 mg/m3.   However, the report was
subsequently revised, and the conclusions regarding maternal toxicity
changed.  The final draft report now considers 20,000 mg/m3 to produce
maternal toxicity, and the NOAEL for maternal toxicity in the current
version of the report is 10,000 mg/m3.

	See draft final report

	The final draft report reports a statistically significant decrease in
maternal body weight gain and food consumption on gestation days 8-11
(page 25 of 267) at 20,000 mg/m3.  The report also states, “there was
a statistically significant linear decrease in body weight change in the
treated groups for this interval.”

	See draft final report

	The authors should be encouraged to re-examine the individual animal
data relative to maternal body weight gain and food consumption on
gestation days 5-8 and 8-11.  Specifically, at 20,000 mg/m3, two dams
had a very unusual pattern of weight loss and weight gain, and these
dams appear to be outliers.  Dams IGK333F and IGK350F lost 34 and 31
grams of body weight, respectively, on gestation days 0-5, before
exposure to the test material began on gestation day 5.  On gestation
days 5-8, which were the first days of exposure, these dams gained 53
and 54 grams, respectively.  Inexplicably, both of these animals had
relatively low food consumption on gestation days 0-5 and 5-8.  Similar
body weight gain values were found in two dams at 10,000 mg/m3, but
these values were considered “spurious” and excluded from the
statistical analyses.  In other words, the treatment of the
“outliers” differed at the two doses.

	See draft final report

Fetal Skeletal Examination

On page 27, the final draft report indicates a statistically significant
increase in “dumbbell shaped vertebral centra” at 10,000 mg/m3.
But, Appendix H (Individual Fetal Observations) does not indicate a
statistically significant increase.  Appendix K (Statistician’s
Report) describes a statistically significant increase in “dumbbell
shaped vertebral centra” but does not show a statistically significant
increase in the tables.  Appendix K (page 231) also says there was a
statistically significant increase in “dumbbell shaped vertebral
centra anlage” at 2000 mg/m3, but this is not identified in the tables
or the report text.  While this does not appear to be a
treatment-related effect since it was not observed at the highest
exposure level, it is important to report results consistently.

	See draft final report	Page 27

211 (b) Research Group QA/QC Reviewer

The following items require further consideration:

Compliance Statement:

Since it was the sponsor’s responsibility to maintain the method of
synthesis, fabrication, or derivation of the test fuel, and this has not
been completed, it must be included in the sponsor’s compliance
statement.	This is not a compliance issue.  The Sponsor has provided the
location of the information and a statement has been added in the test
substance section

	It is a compliance issue as the study was non-compliant when it was
being conducted.

	See draft final report	3-1

Page viii, Personnel:

Is a compound preparation supervisor an appropriate person to have
listed under personnel? Did this person actually work on this study?	No
change.  It is an SOP requirement.

	OK, Previous Lab Director and QA Director/auditor should be listed as
well.	See draft final report	Page viii

Appendix B, Page B-9:

Under Animal No. 441F, “Discharge” is mistyped.	Corrected   	  Still
mistyped.	See draft final report	B-9

Appendix H, Page H-33:

For animal 338F fetus 3, it appears that finding “b” should indicate
thoracic vertebrae T11, 12, not T8, 9. For fetus nos. 9 and 11, the
skeletal findings need to be verified. The reported findings do not
appear to agree with what is documented in the raw data.	Table corrected

	T11, 12 reported OK.  Virtually all other fetuses findings have changed
from original.	See draft final report	H-33

Appendix H, Page H-37:

For animal 364F fetus nos.5 and 11, the skeletal exam raw data show that
vertebral findings “d” and “e” involved T11, 12. Only T12 is
indicated in the report appendix.	Table corrected  	Only T12 is
indicated and virtually all other fetus findings have changed.	See draft
final report	H-37

Appendix H, Page H-38:

For animal 358F fetus 5, the skeletal exam raw data show that the
vertebral findings “b” and “c” involved T11, 12. Only T11 is
indicated in the report appendix.

	Table corrected  	The “c” finding for fetus 1 has been deleted and
additional findings for fetus 5 have been added.  	See draft final
report	H-38

The F/I, R/I, and D/I Transformations have been added to the report
without including their definitions on the Abbreviations Sheet (page
5-2).

	See draft final report	5-2

Appendix K, Stat Report values do not always coincide with the way
results are reported in Appendix H.  Head malformations, retinal fold,
malpositioned nasal septum, anophthalmia listed in Appendix K are listed
in Appendix H as Visceral malformations.  Consequently visceral
malformations in Appendix K do not include the head malformations
because they are summarized separately.

	See draft final report	Appendix K

The finding of ‘dilated cerebral ventricle’ is listed in Appendix H
as a visceral variation while it is reported in Appendix K as Head
Malformation.

	See draft final report	Appendix H & K

Hydrocephaly does not appear to have been included in Appendix K for
evaluation either alone or grouped for summary purposes.

	See draft final report	Appendix K

211(b) Toxicology Research Group

MTBE Rat Developmental Toxicity Study Report

Reviewer Checklist 2 – Additional Comments

				  PAGE  1
                                  DATE \@ "M/d/yyyy"  4/4/2008


[Federal Register Volume 77, Number 73 (Monday, April 16, 2012)]
[Notices]
[Pages 22582-22583]
[FR Doc No: 2012-9008]

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DEPARTMENT OF HOMELAND SECURITY

Coast Guard

[USCG-2012-0029]

Collection of Information Under Review by Office of Management
and Budget

AGENCY: Coast Guard, DHS.

ACTION: Thirty-day notice requesting comments.

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SUMMARY: In compliance with the Paperwork Reduction Act of 1995 the
U.S. Coast Guard is forwarding an Information Collection Request (ICR),
abstracted below, to the Office of Management and Budget (OMB), Office
of Information and Regulatory Affairs (OIRA), requesting approval for
the following collection of information: 1625-NEW, Coast Guard Exchange
System Scholarship Application. Our ICR describes the information we
seek to collect from the public. Review and comments by OIRA ensure we
only impose paperwork burdens commensurate with our performance of
duties.

DATES: Comments must reach the Coast Guard and OIRA on or before May
16, 2012.

ADDRESSES: You may submit comments identified by Coast Guard docket
number [USCG-2012-0029] to the Docket Management Facility (DMF) at the
U.S. Department of Transportation (DOT) and/or to OIRA. To avoid
duplicate submissions, please use only one of the following means:
    (1) Online: (a) To Coast Guard docket at http://www.regulations.gov. (b) To OIRA by email via<EMAIL_ADDRESS>.
    (2) Mail: (a) DMF (M-30), DOT, West Building Ground Floor, Room
W12-140, 1200 New Jersey Avenue SE., Washington, DC 20590-0001. (b) To
OIRA, 725 17th Street NW., Washington, DC 20503, attention Desk Officer
for the Coast Guard.
    (3) Hand Delivery: To DMF address above, between 9 a.m. and 5 p.m.,
Monday through Friday, except Federal holidays. The telephone number is
202-366-9329.
    (4) Fax: (a) To DMF,<PHONE_NUMBER>. (b) To OIRA at<PHONE_NUMBER>. To
ensure your comments are received in a timely manner, mark the fax,
attention Desk Officer for the Coast Guard.
    The DMF maintains the public docket for this Notice. Comments and
material received from the public, as well as documents mentioned in
this Notice as being available in the docket, will become part of the
docket and will be available for inspection or copying at room W12-140
on the West Building Ground Floor, 1200 New Jersey Avenue SE.,
Washington, DC, between 9 a.m. and 5 p.m., Monday through Friday,
except Federal holidays. You may also find the docket on the Internet
at http://www.regulations.gov.
    A copy of the ICR is available through the docket on the Internet
at http://www.regulations.gov. Additionally, copies are available from:
Commandant (CG-611), Attn: Paperwork Reduction Act Manager, U.S. Coast
Guard, 2100 2ND ST SW., STOP 7101, Washington DC 20593-7101.

FOR FURTHER INFORMATION CONTACT: Ms. Kenlinishia Tyler, Office of
Information Management, telephone<PHONE_NUMBER> or fax<PHONE_NUMBER>, for
questions on these documents. Contact Ms. Renee V. Wright, Program
Manager, Docket Operations,<PHONE_NUMBER>, for questions on the docket.

SUPPLEMENTARY INFORMATION:

Public Participation and Request for Comments

    This Notice relies on the authority of the Paperwork Reduction Act
of 1995; 44 U.S.C. Chapter 35, as amended. An ICR is an application to
OIRA seeking the approval, extension, or renewal of a Coast Guard
collection of information (Collection). The ICR contains information
describing the Collection's purpose, the Collection's likely burden on
the affected public, an explanation of the necessity of the Collection,
and other important information describing the Collection. There is one
ICR for each Collection.
    The Coast Guard invites comments on whether this ICR should be
granted based on the Collection being necessary for the proper
performance of Departmental functions. In particular, the Coast Guard
would appreciate comments addressing: (1) The practical utility of the
Collection; (2) the accuracy of the estimated burden of the Collection;
(3) ways to enhance the quality, utility, and clarity of information
subject to the Collection; and (4) ways to minimize the burden of the
Collection on respondents, including the use of automated collection
techniques or other forms of information technology. These comments
will help OIRA determine whether to approve the ICR referred to in this
Notice.
    We encourage you to respond to this request by submitting comments
and related materials. Comments to Coast Guard or OIRA must contain the
OMB Control Number of the ICR. They must also contain the docket number
of this request, [USCG 2012-0029], and must be received by May 16,
2012. We will post all comments received, without change, to http://www.regulations.gov. They will include any personal information you
provide. We have an agreement with DOT to use their DMF. Please see the
``Privacy Act'' paragraph below.

Submitting Comments

    If you submit a comment, please include the docket number [USCG-
2012-0029], indicate the specific section of the document to which each
comment applies, providing a reason for each comment. You may submit
your comments and material online (via http://www.regulations.gov), by
fax, mail, or hand delivery, but please use only one of these means. If
you submit a comment online via www.regulations.gov, it will be
considered received by the Coast Guard when you successfully transmit
the comment. If you fax, hand deliver, or mail your comment, it will be
considered as having been received by the Coast Guard when it is
received at the DMF. We recommend you include your name, mailing
address, an email address, or other contact information in the body of
your document so that we can contact you if we have questions regarding
your submission.
    You may submit comments and material by electronic means, mail,
fax, or delivery to the DMF at the address under ADDRESSES, but please
submit them by only one means. To submit your comment online, go to
http://www.regulations.gov, and type ``USCG-2012-0029'' in the
``Keyword'' box. If you submit your comments by mail or hand delivery,
submit them in an unbound format, no larger than 8\1/2\ by

11 inches, suitable for copying and electronic filing. If you submit
comments by mail and would like to know that they reached the Facility,
please enclose a stamped, self-addressed postcard or envelope. We will
consider all comments and material received during the comment period
and will address them accordingly.

Viewing Comments and Documents

    To view comments, as well as documents mentioned in this Notice as
being available in the docket, go to http://www.regulations.gov, click
on the ``read comments'' box, which will then become highlighted in
blue. In the ``Keyword'' box insert ``USCG-2012-0029'' and click
``Search.'' Click the ``Open Docket Folder'' in the ``Actions'' column.
You may also visit the DMF in Room W12-140 on the ground floor of the
DOT West Building, 1200 New Jersey Avenue SE., Washington, DC 20590,
between 9 a.m. and 5 p.m., Monday through Friday, except Federal
holidays.
    OIRA posts its decisions on ICRs online at http://www.reginfo.gov/public/do/PRAMain after the comment period for each ICR. An OMB Notice
of Action on each ICR will become available via a hyperlink in the OMB
Control Number: 1625-New.

Privacy Act

    Anyone can search the electronic form of comments received in
dockets by the name of the individual submitting the comment (or
signing the comment, if submitted on behalf of an association,
business, labor union, etc.). You may review a Privacy Act statement
regarding Coast Guard public dockets in the January 17, 2008, issue of
the Federal Register (73 FR 3316).

Previous Request for Comments

    This request provides a 30-day comment period required by OIRA. The
Coast Guard published the 60-day notice (77 FR 6132, February 7, 2012)
required by 44 U.S.C. 3506(c)(2). That Notice elicited no comments.

Information Collection Requests

    Title: Coast Guard Exchange System Scholarship Application.
    OMB Control Number: 1625-New.
    Type of Request: New Collection.
    Respondents: Coast Guard dependents.
    Abstract: This information collected on this form allows the Coast
Guard Exchange System Scholarship Program Committee to evaluate and
rank scholarship applications in order to award the annual
scholarships.
    Forms: CG-5687.
    Burden Estimate: The estimated burden is 30 hours per year.

     Dated: April 6, 2012.
R. E. Day,
Rear Admiral, U.S. Coast Guard, Assistant Commandant for Command,
Control, Communications, Computers and Information Technology.
[FR Doc. 2012-9008 Filed 4-13-12; 8:45 am]
BILLING CODE 9110-04-P