81 FR 62229 - Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Order Granting Approval of Proposed Rule Change, as Modified by Amendment No. 1 Thereto, To List and Trade Exchange-Traded Managed Funds
SECURITIES AND EXCHANGE COMMISSION Federal Register Volume 81, Issue 174 (September 8, 2016)
Federal Register Volume 81, Issue 174 (September 8, 2016)
| Page Range | 62229-62233 | |
| FR Document | 2016-21486 |
[Federal Register Volume 81, Number 174 (Thursday, September 8, 2016)] [Notices] [Pages 62229-62233] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2016-21486] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Release No. 34-78738; File No. SR-NASDAQ-2016-103] Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Order Granting Approval of Proposed Rule Change, as Modified by Amendment No. 1 Thereto, To List and Trade Exchange-Traded Managed Funds August 31, 2016. I. Introduction On July 13, 2016, The NASDAQ Stock Market LLC (``Nasdaq'' or ``Exchange'') filed with the Securities and Exchange Commission (``Commission''), pursuant to section 19(b)(1) of the Securities Exchange Act of 1934 (``Act'') \1\ and Rule 19b-4 thereunder,\2\ a proposed rule change to list and trade the common shares (``Shares'') of the following Exchange-Traded Managed Funds: Ivy Focused Growth NextShares; Ivy Focused Value NextShares; and Ivy Energy NextShares (individually, ``Fund,'' and collectively, ``Funds''). On July 14, 2016, the Exchange filed Amendment No. 1 to the proposed rule change.\3\ The proposed rule change, as modified by Amendment No. 1 thereto, was published for comment in the Federal Register on July 27, 2016.\4\ The Commission received no comments on the proposed rule change. This order grants approval of the proposed rule change, as modified by Amendment No. 1 thereto. --------------------------------------------------------------------------- \1\ 15 U.S.C. 78s(b)(1). \2\ 17 CFR 240.19b-4. \3\ Amendment No. 1 amended and replaced the proposed rule change in its entirety. \4\ See Securities Exchange Act Release No. 78385 (Jul. 21, 2016), 81 FR 49341 (``Notice''). --------------------------------------------------------------------------- [[Page 62230]] II. Exchange's Description of Proposed Rule Change The Exchange proposes to list and trade the Shares of each Fund under Nasdaq Rule 5745, which governs the listing and trading of Exchange-Traded Managed Fund Shares, as defined in Nasdaq Rule 5745(c)(1). Each Fund is a series of Ivy NextShares (``Trust'').\5\ The Exchange represents that the Trust is registered with the Commission as an open-end investment company and has filed a registration statement on Form N-1A (``Registration Statement'') with the Commission.\6\ --------------------------------------------------------------------------- \5\ According to the Exchange, the Trust and certain affiliates of the Trusts have obtained exemptive relief under the Investment Company Act of 1940 (``1940 Act''). See Investment Company Act Release No. 31816 (Sept. 9, 2015) (File No. 812-14526). The Exchange represents that, in compliance with Nasdaq Rule 5745(b)(5), which applies to Shares based on an international or global portfolio, the Trust's application for exemptive relief under the 1940 Act states that each Fund will comply with the federal securities laws in accepting securities for deposits and satisfying redemptions with securities, including that the securities accepted for deposits and the securities used to satisfy redemption requests are sold in transactions that would be exempt from registration under the Securities Act of 1933, as amended. \6\ See Registration Statement on Form N-1A for the Trust dated April 18, 2016 (File Nos. 333-210814 and 811-23155). --------------------------------------------------------------------------- Ivy Investment Management Company (``Adviser'') will be the adviser to the Funds. ALPS Distributors, Inc. will be the principal underwriter and distributor of each Fund's Shares. Waddell & Reed Services Company, doing business as WI Services Company (``WISC''), will act as the administrator and accounting agent to the Funds. State Street Bank and Trust Company (``State Street'') will act as the custodian and transfer agent to the Funds. In addition, State Street has entered into agreements with WISC pursuant to which State Street will serve as sub- administrator and sub-accounting agent to the Funds. The Exchange has made the following representations and statements in describing the Funds.\7\ --------------------------------------------------------------------------- \7\ The Commission notes that additional information regarding the Trust, the Funds, and the Shares, including investment strategies, risks, creation and redemption procedures, calculation of net asset value (``NAV''), fees, distributions, and taxes, among other things, can be found in the Notice and Registration Statement, as applicable. See supra notes 4 and 6, respectively, and accompanying text. --------------------------------------------------------------------------- A. Principal Investment Strategies of the Funds According to the Exchange, each Fund will be actively managed and will pursue the various principal investment strategies described below.\8\ --------------------------------------------------------------------------- \8\ According to the Exchange, additional information regarding the Funds also will be available on the public Web site for the Funds. --------------------------------------------------------------------------- 1. Ivy Focused Growth NextShares The investment objective of this Fund is to provide growth of capital. The Fund normally will invest primarily in a portfolio of common stocks issued by large-capitalization, growth-oriented companies with above-average levels of profitability and that the Adviser believes have the ability to sustain growth over the long term. Although the Fund primarily will invest in securities issued by large- capitalization companies (defined as companies with market capitalizations of at least $10 billion at the time of acquisition), it may invest in securities issued by companies of any size. 2. Ivy Focused Value NextShares The investment objective of this Fund is to provide capital appreciation, with a secondary objective of providing current income. The Fund normally will invest in the common stocks of companies that the Adviser believes are undervalued, trading at a significant discount relative to the intrinsic value of the company as estimated by the Adviser and/or are out of favor in the financial markets, but have a favorable outlook for capital appreciation. Although the Fund will often invest in securities issued by large-capitalization companies (defined as companies with market capitalizations of at least $10 billion at the time of acquisition), it may invest in securities issued by companies of any size. 3. Ivy Energy NextShares The investment objective of this Fund is to provide capital growth and appreciation. The Fund will invest, under normal circumstances, at least 80% of its net assets in the common stock of companies within the energy sector, which includes all aspects of the energy industry, such as exploration, discovery, production, distribution or infrastructure of energy, and/or alternative energy sources. B. Portfolio Disclosure & Composition File Consistent with the disclosure requirements that apply to traditional open-end investment companies, a complete list of current Fund portfolio positions will be made available at least once each calendar quarter, with a reporting lag of not more than 60 days. Funds may provide more frequent disclosures of portfolio positions at their discretion. As defined in Nasdaq Rule 5745(c)(3), the ``Composition File'' is the specified portfolio of securities and/or cash that a Fund will accept as a deposit in issuing a Creation Unit of Shares, and the specified portfolio of securities and/or cash that a Fund will deliver in a redemption of a Creation Unit of Shares. The Composition File will be disseminated through the National Securities Clearing Corporation once each business day before the open of trading in Shares on such day and also will be made available to the public each day on a free Web site.\9\ Because the Funds seek to preserve the confidentiality of their current portfolio trading program, a Fund's Composition File generally will not be a pro rata reflection of the Fund's investment positions. Each security included in the Composition File will be a current holding of the Fund, but the Composition File generally will not include all of the securities in the Fund's portfolio or match the weightings of the included securities in the portfolio. Securities that the Adviser is in the process of acquiring for a Fund generally will not be represented in the Fund's Composition File until their purchase has been completed. Similarly, securities that are held in a Fund's portfolio but in the process of being sold may not be removed from its Composition File until the sale program is substantially completed. Funds creating and redeeming Shares in kind will use cash amounts to supplement the in-kind transactions to the extent necessary to ensure that Creation Units are purchased and redeemed at NAV. The Composition File also may consist entirely of cash, in which case it will not include any of the securities in the Fund's portfolio.\10\ --------------------------------------------------------------------------- \9\ The free Web site containing the Composition File will be www.nextshares.com. \10\ In determining whether a Fund will issue or redeem Creation Units entirely on a cash basis, the key consideration will be the benefit that would accrue to the Fund and its investors. For instance, in bond transactions, the Adviser may be able to obtain better execution for a Fund than Authorized Participants because of the Adviser's size, experience and potentially stronger relationships in the fixed- income markets. --------------------------------------------------------------------------- C. Intraday Indicative Value For each Fund, an estimated value of an individual Share, defined in Nasdaq Rule 5745(c)(2) as the ``Intraday Indicative Value,'' will be calculated and disseminated at intervals of not more than 15 minutes throughout the Regular Market Session \11\ when Shares trade on the Exchange. The Exchange will obtain a representation from the issuer of the Shares that the Intraday [[Page 62231]] Indicative Value will be calculated on an intraday basis and provided to Nasdaq for dissemination via the Nasdaq Global Index Service. The Intraday Indicative Value will be based on current information regarding the value of the securities and other assets held by a Fund.\12\ The purpose of the Intraday Indicative Value is to enable investors to estimate the next-determined NAV so they can determine the number of Shares to buy or sell if they want to transact in an approximate dollar amount (e.g., if an investor wants to acquire approximately $5,000 of a Fund, how many Shares should the investor buy?).\13\ --------------------------------------------------------------------------- \11\ See Nasdaq Rule 4120(b)(4) (describing the three trading sessions on the Exchange: (1) Pre-Market Session from 4:00 a.m. to 9:30 a.m. Eastern Time or ``E.T.''; (2) Regular Market Session from 9:30 a.m. to 4:00 p.m. or 4:15 p.m. E.T.; and (3) Post-Market Session from 4:00 p.m. or 4:15 p.m. to 8:00 p.m. E.T.). \12\ The Intraday Indicative Value disseminated throughout each trading day would be based on the same portfolio as used to calculate that day's NAV. Funds will reflect purchases and sales of portfolio positions in their NAV the next business day after trades are executed. \13\ Because, in NAV-Based Trading, prices of executed trades are not determined until the reference NAV is calculated, buyers and sellers of Shares during the trading day will not know the final value of their purchases and sales until the end of the trading day. A Fund's Registration Statement, Web site, and any advertising or marketing materials will include prominent disclosure of this fact. Although Intraday Indicative Values may provide useful estimates of the value of intraday trades, they cannot be used to calculate with precision the dollar value of the Shares to be bought or sold. --------------------------------------------------------------------------- D. NAV-Based Trading Shares will be purchased and sold in the secondary market at prices directly linked to the Fund's next-determined NAV using a new trading protocol called ``NAV-Based Trading.'' All bids, offers, and execution prices of Shares will be expressed as a premium/discount (which may be zero) to the Fund's next-determined NAV (e.g., NAV-$0.01, NAV+$0.01).\14\ A Fund's NAV will be determined each business day, normally as of 4:00 p.m. Eastern Time. Trade executions will be binding at the time orders are matched on Nasdaq's facilities, with the transaction prices contingent upon the determination of NAV. Nasdaq represents that all Shares listed on the Exchange will have a unique identifier associated with their ticker symbols, which will indicate that the Shares are traded using NAV-Based Trading. --------------------------------------------------------------------------- \14\ According to the Exchange, the premium or discount to NAV at which Share prices are quoted and transactions are executed will vary depending on market factors, including the balance of supply and demand for Shares among investors, transaction fees and other costs in connection with creating and redeeming creation units of Shares, the cost and availability of borrowing Shares, competition among market makers, the Share inventory positions and inventory strategies of market makers, the profitability requirements and business objectives of market makers, and the volume of Share trading. --------------------------------------------------------------------------- According to the Exchange, member firms will utilize certain existing order types and interfaces to transmit Share bids and offers to Nasdaq, which will process Share trades like trades in shares of other listed securities.\15\ In the systems used to transmit and process transactions in Shares, a Fund's next-determined NAV will be represented by a proxy price (e.g., 100.00) and a premium/discount of a stated amount to the next-determined NAV to be represented by the same increment/decrement from the proxy price used to denote NAV (e.g., NAV- $0.01 would be represented as 99.99; NAV+$0.01 as 100.01). --------------------------------------------------------------------------- \15\ According to the Exchange, all orders to buy or sell Shares that are not executed on the day the order is submitted will be automatically cancelled as of the close of trading on such day. Prior to the commencement of trading in a Fund, the Exchange will inform its members in an Information Circular of the effect of this characteristic on existing order types. --------------------------------------------------------------------------- To avoid potential investor confusion, Nasdaq represents that it will work with member firms and providers of market data services to seek to ensure that representations of intraday bids, offers and execution prices of Shares that are made available to the investing public follow the ``NAV-0.01/NAV+$0.01'' (or similar) display format. Specifically, the Exchange will use the NASDAQ Basic and NASDAQ Last Sale data feeds to disseminate intraday price and quote data for Shares in real time in the ``NAV-$0.01/NAV+$0.01'' (or similar) display format. Member firms may use the NASDAQ Basic and NASDAQ Last Sale data feeds to source intraday Share prices for presentation to the investing public in the ``NAV-$0.01/NAV+$0.01'' (or similar) display format. Alternatively, member firms may source intraday Share prices in proxy price format from the Consolidated Tape and other Nasdaq data feeds (e.g., Nasdaq TotalView and Nasdaq Level 2) and use a simple algorithm to convert prices into the ``NAV-$0.01/NAV+$0.01'' (or similar) display format. Prior to the commencement of trading in a Fund, the Exchange will inform its members in an Information Circular of the identities of the specific Nasdaq data feeds from which intraday Share prices in proxy price format may be obtained. III. Discussion and Commission Findings After careful review, the Commission finds that the Exchange's proposal to list and trade the Shares is consistent with the Act and the rules and regulations thereunder applicable to a national securities exchange.\16\ In particular, the Commission finds that the proposed rule change is consistent with section 6(b)(5) of the Act,\17\ which requires, among other things, that the Exchange's rules be 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. --------------------------------------------------------------------------- \16\ In approving this proposed rule change, the Commission has considered the proposed rule's impact on efficiency, competition, and capital formation. See 15 U.S.C. 78c(f). \17\ 15 U.S.C. 78f(b)(5). --------------------------------------------------------------------------- The Shares will be subject to Rule 5745, which sets forth the initial and continued listing criteria applicable to Exchange-Traded Managed Fund Shares. A minimum of 50,000 Shares and no less than two creation units of each Fund will be outstanding at the commencement of trading on the Exchange. Nasdaq 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. Every order to trade Shares of the Funds is subject to the proxy price protection threshold of plus/minus $1.00, which determines the lower and upper threshold for the life of the order and whereby the order will be cancelled at any point if it exceeds $101.00 or falls below $99.00, the established thresholds.\18\ With certain exceptions, each order also must contain the applicable order attributes, including routing instructions and time-in-force information, as described in Nasdaq Rule 4703.\19\ --------------------------------------------------------------------------- \18\ See Nasdaq Rule 5745(h). \19\ See Nasdaq Rule 5745(b)(6). --------------------------------------------------------------------------- Nasdaq also represents that trading in the Shares will be subject to the existing trading surveillances, administered by both Nasdaq and the Financial Industry Regulatory Authority (``FINRA'') on behalf of the Exchange, which are designed to detect violations of Exchange rules and applicable federal securities laws.\20\ The Exchange represents that its surveillance procedures are adequate to properly monitor trading of Shares on the Exchange and to deter and detect violations of Exchange rules and applicable federal securities laws. FINRA, on behalf of the Exchange, will communicate as needed with other [[Page 62232]] markets and other entities that are members of the Intermarket Surveillance Group (``ISG'') \21\ regarding trading in Shares, and in exchange-traded securities and instruments held by the Funds (to the extent such exchange-traded securities and instruments are known through the publication of the Composition File and periodic public disclosures of a Fund's portfolio holdings), and FINRA may obtain trading information regarding such trading from other markets and other entities. In addition, the Exchange may obtain information regarding trading in Shares, and in exchange-traded securities and instruments held by the Funds (to the extent such exchange-traded securities and instruments are known through the publication of the Composition File and periodic public disclosures of a Fund's portfolio holdings), from markets and other entities that are members of ISG, which includes securities and futures exchanges, or with which the Exchange has in place a comprehensive surveillance sharing agreement. --------------------------------------------------------------------------- \20\ The Exchange states that FINRA provides surveillance of trading on the Exchange pursuant to a regulatory services agreement, and that the Exchange is responsible for FINRA's performance under this regulatory services agreement. \21\ For a list of the current members of ISG, see www.isgportal.org. The Exchange notes that not all components of a Fund's portfolio may trade on markets that are members of ISG or with which the Exchange has in place a comprehensive surveillance sharing agreement. --------------------------------------------------------------------------- Prior to the commencement of trading, the Exchange will inform its members in an Information Circular of the special characteristics and risks associated with trading the Shares. Specifically, the Information Circular will discuss the following: (a) The procedures for purchases and redemptions of Shares in creation units (and that Shares are not individually redeemable); (b) Nasdaq Rule 2111A, which imposes suitability obligations on Nasdaq members with respect to recommending transactions in the Shares to customers; (c) the dissemination of information regarding the Intraday Indicative Value and Composition File; (d) the requirement that members deliver a prospectus to investors purchasing Shares prior to or concurrently with the confirmation of a transaction; and (e) information regarding NAV-Based Trading protocols. The Information Circular also will identify the specific Nasdaq data feeds from which intraday Share prices in proxy price format may be obtained. As noted above, all orders to buy or sell Shares that are not executed on the day the order is submitted will be automatically cancelled as of the close of trading on such day. The Information Circular will discuss the effect of this characteristic on existing order types. In addition, Nasdaq intends to provide its members with a detailed explanation of NAV-Based Trading through a Trading Alert issued prior to the commencement of trading in Shares on the Exchange. Nasdaq states that the Adviser is not a registered broker-dealer, although it is affiliated with a broker-dealer.\22\ The Exchange represents that the Adviser has implemented a fire wall with respect to its affiliated broker-dealer regarding access to information concerning the composition of, and changes to, each Fund's portfolio.\23\ The Reporting Authority \24\ will ensure that the Composition File will implement and maintain, or be subject to, procedures designed to prevent the use and dissemination of material non-public information regarding each Fund's portfolio positions and changes in the positions. In the event that (a) the Adviser registers as a broker-dealer or becomes newly affiliated with a broker-dealer, or (b) any new adviser or a sub-adviser to a Fund is a registered broker-dealer or becomes affiliated with a broker-dealer, the applicable entity will implement a fire wall with respect to its relevant personnel and/or such broker- dealer affiliate, as the case may be, regarding access to information concerning the composition of, and changes to, the relevant Fund's portfolio, and will be subject to procedures designed to prevent the use and dissemination of material non-public information regarding such portfolio. --------------------------------------------------------------------------- \22\ See Notice, supra note 4, 81 FR at 49341. \23\ See id. The Exchange further represents that an investment adviser to an open-end fund is required to be registered under the Investment Advisers Act of 1940 (``Advisers Act''). As a result, the Adviser and its 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. \24\ See Nasdaq Rule 5745(c)(4). --------------------------------------------------------------------------- The Commission also finds that the proposal to list and trade the Shares on the Exchange is consistent with section 11A(a)(1)(C)(iii) of the Act,\25\ which sets forth Congress' finding that it is in the public interest and appropriate for the protection of investors and the maintenance of fair and orderly markets to assure the availability to brokers, dealers, and investors of information with respect to quotations for, and transactions in, securities. Information regarding NAV-based trading prices, best bids and offers for Shares, and volume of Shares traded will be continually available on a real-time basis throughout the day on brokers' computer screens and other electronic services. All bids and offers for Shares and all Share trade executions will be reported intraday in real time by the Exchange to the Consolidated Tape and separately disseminated to member firms and market data services through the Exchange data feeds. Once a Fund's daily NAV has been calculated and disseminated, Nasdaq will price each Share trade entered into during the day at the Fund's NAV plus/minus the trade's executed premium/discount. Using the final trade price, each executed Share trade will then be disseminated to member firms and market data services via an FTP file \26\ to be created for exchange- traded managed funds and confirmed to the member firms participating in the trade to supplement the previously provided information to include final pricing. The Exchange will obtain a representation from the issuer of the Shares that the NAV per Share will be calculated daily (on each business day that the New York Stock Exchange is open for trading) and provided to Nasdaq via the Mutual Fund Quotation Service (``MFQS'') by the fund accounting agent. As soon as the NAV is entered into MFQS, Nasdaq will disseminate the value to market participants and market data vendors via the Mutual Fund Dissemination Service so all firms will receive the NAV per share at the same time. --------------------------------------------------------------------------- \25\ 15 U.S.C. 78k-1(a)(1)(C)(iii). \26\ According to Nasdaq, File Transfer Protocol (``FTP'') is a standard network protocol used to transfer computer files on the Internet. Nasdaq will arrange for the daily dissemination of an FTP file with executed Share trades to member firms and market data services. --------------------------------------------------------------------------- The Exchange further represents that it may consider all relevant factors in exercising its discretion to halt or suspend trading in Shares. Nasdaq will halt trading in Shares under the conditions specified in Nasdaq Rule 4120 and in Nasdaq Rule 5745(d)(2)(C). Additionally, Nasdaq may cease trading Shares if other unusual conditions or circumstances exist which, in the opinion of Nasdaq, make further [[Page 62233]] dealings on Nasdaq detrimental to the maintenance of a fair and orderly market. To manage the risk of a non-regulatory Share trading halt, Nasdaq has in place back-up processes and procedures to ensure orderly trading. Prior to the commencement of market trading in Shares, each Fund will be required to establish and maintain a public Web site through which its current prospectus may be downloaded. In addition, a separate Web site (www.nextshares.com) will include the prior business day's NAV, and the following trading information for such business day expressed as premiums/discounts to NAV: (a) Intraday high, low, average and closing prices of Shares in Exchange trading; (b) the midpoint of the highest bid and lowest offer prices as of the close of Exchange trading, expressed as a premium/discount to NAV (``Closing Bid/Ask Midpoint''); and (c) the spread between highest bid and lowest offer prices as of the close of Exchange trading (``Closing Bid/Ask Spread.''). The Web site at www.nextshares.com will also contain charts showing the frequency distribution and range of values of trading prices, Closing Bid/Ask Midpoints, and Closing Bid/Ask Spreads over time. The Exchange represents that all statements and representations made in this filing regarding (a) the description of the Funds' portfolios, (b) limitations on portfolio holdings or reference assets, or (c) the applicability of Exchange rules and surveillance procedures shall constitute continued listing requirements for listing the Shares of the Funds on the Exchange. The issuer has represented to the Exchange that it will advise the Exchange of any failure by any Fund 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.\27\ If a Fund is not in compliance with the applicable listing requirements, the Exchange will commence delisting procedures under Nasdaq Rule 5800, et seq. --------------------------------------------------------------------------- \27\ The Commission notes that certain other proposals for the listing and trading of Managed Fund Shares include a representation that the exchange will ``surveil'' for compliance with the continued listing requirements. See, e.g., Securities Exchange Act Release No. 78005 (Jun. 7, 2016), 81 FR 38247 (Jun. 13, 2016) (SR-BATS-2015- 100). In the context of this representation, it is the Commission's view that ``monitor'' and ``surveil'' both mean ongoing oversight of a fund's compliance with the continued listing requirements. Therefore, the Commission does not view ``monitor'' as a more or less stringent obligation than ``surveil'' with respect to the continued listing requirements. --------------------------------------------------------------------------- This approval order is based on all of the Exchange's representations, including those set forth above and in the Notice,\28\ and the Exchange's description of the Funds. The Commission notes that the Funds and the Shares must comply with the requirements of Nasdaq Rule 5745 and conditions set forth in this proposed rule change to be listed and traded on the Exchange on an initial and continued basis. --------------------------------------------------------------------------- \28\ See supra note 4. --------------------------------------------------------------------------- For the foregoing reasons, the Commission finds that the proposed rule change, as modified by Amendment No. 1 thereto, is consistent with section 6(b)(5) of the Act \29\ and the rules and regulations thereunder applicable to a national securities exchange. --------------------------------------------------------------------------- \29\ 15 U.S.C. 78f(b)(5). --------------------------------------------------------------------------- IV. Conclusion It is therefore ordered, pursuant to section 19(b)(2) of the Act,\30\ that the proposed rule change (SR-NASDAQ-2016-103), as modified by Amendment No. 1 thereto, be, and it hereby is, approved. --------------------------------------------------------------------------- \30\ 15 U.S.C. 78s(b)(2). For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.\31\ --------------------------------------------------------------------------- \31\ 17 CFR 200.30-3(a)(12). --------------------------------------------------------------------------- Robert W. Errett, Deputy Secretary. [FR Doc. 2016-21486 Filed 9-7-16; 8:45 am] BILLING CODE 8011-01-P
![Federal Register / Vol. 81, No. 174 / Thursday, September 8, 2016 / Notices 62229
competition not necessary or otherwise affect the rights or obligations All comments received will be posted
appropriate in furtherance of the of the clearing house or clearing without change; the Commission does
purpose of the Act. ICE Clear Europe is members. not edit personal identifying
adopting amendments to the Clearing At any time within 60 days of the information from submissions. You
Rules to clarify the timing of certain filing of the proposed rule changes, the should submit only information that
default management procedures in light Commission summarily may you wish to make available publicly. All
of regulatory requirements. ICE Clear temporarily suspend such rule changes submissions should refer to File
Europe does not believe that these if it appears to the Commission that Number SR–ICEEU–2016–010 and
changes will impose significant such action is necessary or appropriate should be submitted on or before
additional costs on Clearing Members or in the public interest, for the protection September 29, 2016.
other market participants. ICE Clear of investors, or otherwise in furtherance For the Commission, by the Division of
Europe also does not believe the of the purposes of the Act. Trading and Markets, pursuant to delegated
amendments will adversely affect access
IV. Solicitation of Comments authority.12
to clearing by Clearing Members or their
customers or otherwise adversely affect Brent J. Fields,
Interested persons are invited to
Clearing Members or market submit written data, views, and Secretary.
participants. In this regard, the changes arguments concerning the foregoing, [FR Doc. 2016–21646 Filed 9–7–16; 8:45 am]
will apply to all FCM/BD Clearing including whether the proposed rule BILLING CODE 8011–01–P
Members, and accordingly are not changes are consistent with the Act.
expected to affect competition among Comments may be submitted by any of
Clearing Members or in the market for the following methods: SECURITIES AND EXCHANGE
clearing services generally. COMMISSION
Electronic Comments
C. Self-Regulatory Organization’s
Statement on Comments on the • Use the Commission’s Internet [Release No. 34–78738; File No. SR–
Proposed Rule Change Received From comment form (http://www.sec.gov/ NASDAQ–2016–103]
Members, Participants or Others rules/sro.shtml) or
• Send an email to rule-comments@ Self-Regulatory Organizations; The
ICE Clear Europe has not solicited or sec.gov. Please include File Number SR– NASDAQ Stock Market LLC; Order
received any written comments with ICEEU–2016–010 on the subject line. Granting Approval of Proposed Rule
respect to the proposed changes. ICE Change, as Modified by Amendment
Clear Europe will notify the Paper Comments No. 1 Thereto, To List and Trade
Commission of any written comments • Send paper comments in triplicate Exchange-Traded Managed Funds
received by ICE Clear Europe. to Secretary, Securities and Exchange
Commission, 100 F Street NE., August 31, 2016.
III. Date of Effectiveness of the
Proposed Rule Change and Timing for Washington, DC 20549–1090. I. Introduction
Commission Action All submissions should refer to File
The foregoing rule changes have Number SR–ICEEU–2016–010. This file On July 13, 2016, The NASDAQ Stock
become effective upon filing pursuant to number should be included on the Market LLC (‘‘Nasdaq’’ or ‘‘Exchange’’)
Section 19(b)(3)(A) of the Act 10 and subject line if email is used. To help the filed with the Securities and Exchange
Commission process and review your Commission (‘‘Commission’’), pursuant
Rule 19b–4(f)(4)(i) 11 thereunder. The
comments more efficiently, please use to section 19(b)(1) of the Securities
amendments effect a change in an
only one method. The Commission will Exchange Act of 1934 (‘‘Act’’) 1 and Rule
existing service of a registered clearing
agency that does not adversely affect the post all comments on the Commission’s 19b–4 thereunder,2 a proposed rule
safeguarding of securities or funds in Internet Web site (http://www.sec.gov/ change to list and trade the common
the custody or control of the clearing rules/sro.shtml). Copies of the shares (‘‘Shares’’) of the following
agency or for which it is responsible, submission, all subsequent Exchange-Traded Managed Funds: Ivy
and does not significantly affect the amendments, all written statements Focused Growth NextShares; Ivy
respective rights or obligations of the with respect to the proposed rule Focused Value NextShares; and Ivy
clearing agency or persons using its changes that are filed with the Energy NextShares (individually,
clearing service, within the meaning of Commission, and all written ‘‘Fund,’’ and collectively, ‘‘Funds’’). On
Rule 19b–4(f)(4)(i). As noted above, the communications relating to the July 14, 2016, the Exchange filed
amendments clarify the timing of proposed rule changes between the Amendment No. 1 to the proposed rule
certain default management actions by Commission and any person, other than change.3 The proposed rule change, as
the clearing house, including the period those that may be withheld from the modified by Amendment No. 1 thereto,
in which a transfer of customer public in accordance with the was published for comment in the
positions of an FCM/BD Clearing provisions of 5 U.S.C. 552, will be Federal Register on July 27, 2016.4 The
Member will be attempted and after available for Web site viewing and Commission received no comments on
which the clearing house in which the printing in the Commission’s Public the proposed rule change. This order
clearing house will exercise default Reference Room, 100 F Street NE., grants approval of the proposed rule
remedies to close out remaining Washington, DC 20549, on official change, as modified by Amendment No.
business days between the hours of 1 thereto.
mstockstill on DSK3G9T082PROD with NOTICES
positions. These changes are intended to
comply with requirements under EMIR 10:00 a.m. and 3:00 p.m. Copies of such
12 17 CFR 200.30–3(a)(12).
and UK law, and to be consistent with filings will also be available for
1 15 U.S.C. 78s(b)(1).
the timing specified in applicable CFTC inspection and copying at the principal 2 17 CFR 240.19b–4.
regulations. The amendments do not office of ICE Clear Europe and on ICE 3 Amendment No. 1 amended and replaced the
Clear Europe’s Web site at https:// proposed rule change in its entirety.
10 15 U.S.C. 78s(b)(3)(A). www.theice.com/clear-europe/ 4 See Securities Exchange Act Release No. 78385
11 17 CFR 240.19b–4(f)(4)(i). regulation#rule-filings. (Jul. 21, 2016), 81 FR 49341 (‘‘Notice’’).
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![Federal Register / Vol. 81, No. 174 / Thursday, September 8, 2016 / Notices 62233
dealings on Nasdaq detrimental to the procedures under Nasdaq Rule 5800, et Equities Rule 8.600. The proposed rule
maintenance of a fair and orderly seq. change was published for comment in
market. To manage the risk of a non- This approval order is based on all of the Federal Register on July 26, 2016.3
regulatory Share trading halt, Nasdaq the Exchange’s representations, The Commission has received no
has in place back-up processes and including those set forth above and in comment letters on the proposed rule
procedures to ensure orderly trading. the Notice,28 and the Exchange’s change.
description of the Funds. The Section 19(b)(2) of the Act 4 provides
Prior to the commencement of market
Commission notes that the Funds and that, within 45 days of the publication
trading in Shares, each Fund will be the Shares must comply with the of notice of the filing of a proposed rule
required to establish and maintain a requirements of Nasdaq Rule 5745 and change, or within such longer period up
public Web site through which its conditions set forth in this proposed to 90 days as the Commission may
current prospectus may be downloaded. rule change to be listed and traded on designate if it finds such longer period
In addition, a separate Web site the Exchange on an initial and to be appropriate and publishes its
(www.nextshares.com) will include the continued basis. reasons for so finding or as to which the
prior business day’s NAV, and the For the foregoing reasons, the self-regulatory organization consents,
following trading information for such Commission finds that the proposed the Commission shall either approve the
business day expressed as premiums/ rule change, as modified by Amendment proposed rule change, disapprove the
discounts to NAV: (a) Intraday high, No. 1 thereto, is consistent with section proposed rule change, or institute
low, average and closing prices of 6(b)(5) of the Act 29 and the rules and proceedings to determine whether the
Shares in Exchange trading; (b) the regulations thereunder applicable to a proposed rule change should be
midpoint of the highest bid and lowest national securities exchange. disapproved. The 45th day after
offer prices as of the close of Exchange publication of the notice for this
trading, expressed as a premium/ IV. Conclusion
proposed rule change is September 9,
discount to NAV (‘‘Closing Bid/Ask It is therefore ordered, pursuant to 2016. The Commission is extending this
Midpoint’’); and (c) the spread between section 19(b)(2) of the Act,30 that the 45-day time period. The Commission
highest bid and lowest offer prices as of proposed rule change (SR–NASDAQ– finds that it is appropriate to designate
the close of Exchange trading (‘‘Closing 2016–103), as modified by Amendment a longer period within which to take
Bid/Ask Spread.’’). The Web site at No. 1 thereto, be, and it hereby is, action on the proposed rule change so
www.nextshares.com will also contain approved. that it has sufficient time to consider the
charts showing the frequency For the Commission, by the Division of proposed rule change.
distribution and range of values of Trading and Markets, pursuant to delegated Accordingly, the Commission,
trading prices, Closing Bid/Ask authority.31 pursuant to section 19(b)(2) of the Act,5
Midpoints, and Closing Bid/Ask Robert W. Errett, designates October 24, 2016, as the date
Spreads over time. Deputy Secretary. by which the Commission shall either
[FR Doc. 2016–21486 Filed 9–7–16; 8:45 am] approve or disapprove or institute
The Exchange represents that all
proceedings to determine whether to
statements and representations made in BILLING CODE 8011–01–P
disapprove the proposed rule change
this filing regarding (a) the description
(File Number SR–NYSEArca–2016–97).
of the Funds’ portfolios, (b) limitations
on portfolio holdings or reference assets, SECURITIES AND EXCHANGE For the Commission, by the Division of
or (c) the applicability of Exchange rules COMMISSION Trading and Markets, pursuant to delegated
authority.6
and surveillance procedures shall [Release No. 34–78750; File No. SR–
NYSEArca–2016–97] Robert W. Errett,
constitute continued listing
requirements for listing the Shares of Deputy Secretary.
the Funds on the Exchange. The issuer Self-Regulatory Organizations; NYSE [FR Doc. 2016–21493 Filed 9–7–16; 8:45 am]
has represented to the Exchange that it Arca, Inc.; Notice of Designation of a BILLING CODE 8011–01–P
will advise the Exchange of any failure Longer Period for Commission Action
by any Fund to comply with the on Proposed Rule Change Relating to
continued listing requirements, and, the Listing and Trading of Shares of SMALL BUSINESS ADMINISTRATION
pursuant to its obligations under section PowerShares Government Collateral
Pledge Portfolio Under NYSE Arca [Disaster Declaration #14826]
19(g)(1) of the Act, the Exchange will
Equities Rule 8.600 California Disaster #CA–00255
monitor for compliance with the
continued listing requirements.27 If a September 1, 2016. Declaration of Economic Injury
Fund is not in compliance with the On July 6, 2016, NYSE Arca, Inc. filed AGENCY: U.S. Small Business
applicable listing requirements, the with the Securities and Exchange Administration.
Exchange will commence delisting Commission (‘‘Commission’’), pursuant ACTION: Notice.
to section 19(b)(1) of the Securities
27 The Commission notes that certain other Exchange Act of 1934 (‘‘Act’’) 1 and Rule SUMMARY: This is a notice of an
proposals for the listing and trading of Managed 19b–4 thereunder,2 a proposed rule Economic Injury Disaster Loan (EIDL)
Fund Shares include a representation that the
exchange will ‘‘surveil’’ for compliance with the
change to list and trade shares of the declaration for the State of California,
continued listing requirements. See, e.g., Securities PowerShares Government Collateral dated 08/31/2016.
mstockstill on DSK3G9T082PROD with NOTICES
Exchange Act Release No. 78005 (Jun. 7, 2016), 81 Pledge Portfolio under NYSE Arca Incident: Cahalan Square Shopping
FR 38247 (Jun. 13, 2016) (SR–BATS–2015–100). In Center Fire.
the context of this representation, it is the 28 See supra note 4.
Commission’s view that ‘‘monitor’’ and ‘‘surveil’’ 29 15 U.S.C. 78f(b)(5). 3 See Securities Exchange Act Release No. 78373
both mean ongoing oversight of a fund’s compliance 30 15 U.S.C. 78s(b)(2).
with the continued listing requirements. Therefore, (July 20, 2016), 81 FR 48869.
31 17 CFR 200.30–3(a)(12). 4 15 U.S.C. 78s(b)(2).
the Commission does not view ‘‘monitor’’ as a more
1 15 U.S.C. 78s(b)(1). 5 Id.
or less stringent obligation than ‘‘surveil’’ with
respect to the continued listing requirements. 2 17 CFR 240.19b–4. 6 17 CFR 200.30–3(a)(31).
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Document Created: 2018-02-09 13:12:53
Document Modified: 2018-02-09 13:12:53
| Category | Regulatory Information | |
| Collection | Federal Register | |
| sudoc Class | AE 2.7: GS 4.107: AE 2.106: | |
| Publisher | Office of the Federal Register, National Archives and Records Administration | |
| Section | Notices | |
| FR Citation | 81 FR 62229 |
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