81_FR_9596 81 FR 9559 - Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Nasdaq Rule 5940 To Adopt Entry and Annual Fees for NextShares

81 FR 9559 - Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Nasdaq Rule 5940 To Adopt Entry and Annual Fees for NextShares

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 81, Issue 37 (February 25, 2016)

Page Range9559-9561
FR Document2016-03951

Federal Register, Volume 81 Issue 37 (Thursday, February 25, 2016)
[Federal Register Volume 81, Number 37 (Thursday, February 25, 2016)]
[Notices]
[Pages 9559-9561]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2016-03951]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-77191; File No. SR-NASDAQ-2016-025]


Self-Regulatory Organizations; The NASDAQ Stock Market LLC; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To 
Amend Nasdaq Rule 5940 To Adopt Entry and Annual Fees for NextShares

February 19, 2016.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that 
on February 11, 2016, The NASDAQ Stock Market LLC (``NASDAQ'' or the 
``Exchange'') filed with the Securities and Exchange Commission 
(``Commission'') a proposed rule change as described in Items I, II and 
III below, which Items have been prepared by the Exchange. The 
Commission is publishing this notice to solicit comments on the 
proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    Nasdaq is proposing to amend certain fees in Nasdaq Rule 5940 in 
connection with listing a type of open-end management investment 
company registered under the Investment Company Act of 1940, as amended 
(``1940 Act''), called an exchange-traded managed fund 
(``NextShares''). The shares are collectively referred to herein as 
``NextShares.''
    The text of the proposed rule change is available at 
nasdaq.cchwallstreet.com at Nasdaq principal office, 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, Nasdaq 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 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange proposes to amend certain fees in Nasdaq Rule 5940 
(entitled ``Exchange Traded Products'') associated with the listing of 
NextShares.\3\ At the time of the Commission's approval of Nasdaq Rule 
5745, Nasdaq did not specify fees applicable to NextShares. The 
Exchange now proposes to amend Nasdaq Rule 5940 to adopt both the entry 
fees and annual fees for NextShares.
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    \3\ The Commission approved Nasdaq Rule 5745 in Securities 
Exchange Act Release No. 34-73562 (Nov. 7, 2014), 79 FR 68309 (Nov. 
14, 2014) (SR-NASDAQ-2014-020).
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    Specifically, the proposed entry fee for when a company submits an 
application for listing a series \4\ of NextShares under Nasdaq Rule 
5745 will be $20,000 for the first series of NextShares (which will 
include a $1,000 non-refundable application fee) and an additional 
entry fee of $7,500 for each subsequent series of NextShares (which 
will include a $1,000 non-refundable application fee).
---------------------------------------------------------------------------

    \4\ A series refers to each individual NextShares. For example, 
assume an issuer launches four NextShares (e.g., a Large Cap 
NextShares, a Large Cap Value NextShares, a Large Cap Growth 
NextShares and a Small Cap NextShares). Under Nasdaq Rule 5940(a)(2) 
as it is proposed to be amended, the issuer would pay a one-time 
initial listing fee of $20,000 for the Large Cap NextShares since it 
is the first series listed, and pay a separate $7,500 initial 
listing fee for each of the Large Cap Value NextShares, Large Cap 
Growth NextShares and Small Cap NextShares since they each would be 
considered a subsequent series of NextShares.

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[[Page 9560]]

    The proposed annual fee for the issuer of a series of NextShares 
will be paid for each individual series of NextShares and calculated on 
total shares outstanding for that specific series of NextShares. The 
annual fee, which can vary from year to year based on the NextShares' 
total shares outstanding, will be $6,500 for a series of NextShares 
with up to 25 million shares; $15,000 for over 25 million to 100 
million shares; and $25,000 for over 100 million shares.
    The Exchange intends to treat each series of NextShares 
independently and in connection with the calculation of the proposed 
annual fee, the Exchange will not aggregate the total shares 
outstanding across different series \5\ from the same issuer or 
sponsor.
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    \5\ Id.
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    NextShares will have a distinct fee schedule for both entry and 
annual fees because the costs Nasdaq incurs in support of NextShares is 
greater than the costs the Exchange incurs with other exchange-traded 
products (``ETPs''). The increased Nasdaq costs for NextShares, as 
compared with other ETPs, that the higher entry fees are intended to 
address, include the technological changes and the platform needed to 
support the initial listing, launch, and trading of NextShares. The 
Exchange also anticipates greater costs associated with the necessary 
regulatory review and extra legal work associated with the launch of 
each NextShares, which may include the preparation of filings under 
Section 19(b) of the Exchange Act and initial work with each NextShares 
licensee.
    The increased Nasdaq costs for NextShares, as compared with other 
ETPs, that the higher annual fees are intended to address, include the 
ongoing trading and continued support of NextShares by the Exchange. 
This will require Nasdaq to expend greater resources than it currently 
expends on other ETPs. Specifically, the Exchange believes that as a 
result of supporting intra-day NAV-based trading, NextShares' will 
require additional daily support that is more than what is currently 
provided for traditional ETPs.
    Each series of NextShares has a different investment strategy and 
strikes a unique net asset value (``NAV'') at the end of each trading 
day and will require the calculation of a final exchange trading price 
each day after the NAV is calculated. This involves supplementary 
operational procedures that are specific to NextShares (e.g., 
generating two daily trade confirmations, converting intra-day proxy 
price \6\ share trades that are recorded and stored intra-day by Nasdaq 
to the NextShares' end-of-day NAV, and the determination of final trade 
pricing). Nasdaq also anticipates an increase in time, effort and 
expense in responding to trading and data inquiries from third party 
vendors/counterparties, as compared with what it expends on other ETPs. 
The Exchange also anticipates greater costs associated with the 
necessary regulatory review and extra legal work associated with the 
ongoing support of each NextShares.
---------------------------------------------------------------------------

    \6\ A NextShares next-determined NAV will be represented at the 
beginning of each trading day by a proxy price of 100.00.
---------------------------------------------------------------------------

2. Statutory Basis
    Nasdaq believes that the proposed rule change is consistent with 
the provisions of Section 6 of the Act,\7\ in general, and with 
Sections 6(b)(4) and (5) of the Act,\8\ in particular, in that it 
provides for the equitable allocation of reasonable dues, fees, and 
other charges among its members, issuers and other persons using its 
facilities, and does not unfairly discriminate between customers, 
issuers, brokers or dealers.
---------------------------------------------------------------------------

    \7\ 15 U.S.C. 78f.
    \8\ 15 U.S.C. 78f(b)(4) and (5).
---------------------------------------------------------------------------

    The Exchange believes that the addition of an initial entry fee and 
an annual fee in connection with each series of NextShares under 
proposed Nasdaq Rule 5940 is consistent with Section 6(b)(4) of the Act 
\9\ in that it provides for the equitable allocation of reasonable 
dues, fees and other charges among members and issuers and other 
persons using any facility or system that the Exchange operates or 
controls.
---------------------------------------------------------------------------

    \9\ 15 U.S.C. 78f(b)(4).
---------------------------------------------------------------------------

    Specifically, Nasdaq believes that although the proposed entry fee 
of $20,000 for the first series \10\ of NextShares (which includes a 
$1,000 non-refundable application fee) and the additional entry fees of 
$7,500 for each subsequent series of NextShares (which includes a 
$1,000 non-refundable application fee) are higher than the entry fee of 
$5,000 (which includes a $1,000 non-refundable application fee) for 
other ETPs, the proposed entry fees for NextShares are reasonable 
because they will help offset the higher costs Nasdaq incurs in support 
of NextShares as compared with the costs it incurs for other ETPs. 
These higher costs include the technological changes and the platform 
needed to support the initial listing, launch, and trading of 
NextShares, as well as the greater costs that the Exchange anticipates 
that will be associated with the necessary regulatory review and extra 
legal work associated with the launch of each NextShares, which may 
include the preparation of SEC filings and initial work with each 
NextShares licensee.
---------------------------------------------------------------------------

    \10\ See footnote 4 above.
---------------------------------------------------------------------------

    The Exchange also believes that the proposed entry fees are 
equitable and not unfairly discriminatory because the Exchange assesses 
the same entry fees uniformly and for all series of NextShares. 
Additionally, Nasdaq believes that although the proposed entry fees are 
higher than those for other ETPs for the reasons explained above, they 
are equitable and not unfairly discriminatory.
    Nasdaq also believes that the proposed annual fee for the issuer of 
a series of NextShares that will be paid for each individual series and 
calculated on total shares outstanding for that specific NextShares is 
reasonable because it will help offset the higher ongoing costs, 
including regulatory, legal, surveillance, and operational costs to 
monitor the listing of NextShares and that these costs are greater than 
what is currently provided for other ETPs.
    These costs include the ongoing trading and continued support of 
NextShares by the Exchange and will require Nasdaq to expend greater 
resources than it currently expends on other ETPs. Specifically, the 
Exchange believes that as a result of supporting intra-day NAV-based 
trading, NextShares' will require additional daily support that is more 
than what is currently provided for traditional ETPs. Additionally, 
each series of NextShares has a different investment strategy and 
strikes a unique NAV at the end of each trading day and will require 
the calculation of a final exchange trading price each day after the 
NAV is calculated. This involves supplementary operational procedures 
that are specific to NextShares (e.g., generating two daily trade 
confirmations, converting intra-day proxy price \11\ share trades that 
are recorded and stored intra-day by Nasdaq to the NextShares' end-of-
day NAV and the determination of final trade pricing).
---------------------------------------------------------------------------

    \11\ A NextShares next-determined NAV will be represented at the 
beginning of each trading day by a proxy price of 100.00.
---------------------------------------------------------------------------

    Nasdaq also anticipates an increase in time, effort and expense in 
responding to trading and data inquiries from third party vendors/
counterparties, as compared with what it expends on other ETPs. The 
Exchange also anticipates greater costs associated with the necessary 
regulatory review and extra legal work associated with the ongoing 
support of each NextShares.
    The Exchange will not aggregate the total shares outstanding across 
different series of NextShares for purposes of the

[[Page 9561]]

proposed annual fee. This differs with the methodology used to 
calculate the total shares outstanding for other ETPs, including 
Portfolio Depository Receipts, Index Fund Shares, Managed Fund Shares, 
or other security listed under the Rule 5700 Series where no other fee 
schedule is specifically applicable listed on The Nasdaq Global Market. 
The Exchange believes that although the proposed annual fees are higher 
for NextShares than for other ETPs, for the reasons discussed above, 
these fees are equitable and not unfairly discriminatory.
    For the above reasons, Nasdaq believes the proposed rule change is 
consistent with the requirements of Sections 6(b)(4) and 6(b)(5) of the 
Act.\12\
---------------------------------------------------------------------------

    \12\ 15 U.S.C. 78f(b)(4) and (5).
---------------------------------------------------------------------------

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

    The Exchange does not believe that the proposed rule change will 
result in any burden on competition that is not necessary or 
appropriate in furtherance of the purposes of the Act. The Exchange 
believes that the proposed fees for this new exchange-traded product 
will promote competition to the benefit of the markets and investors by 
making NextShares available to investors at a reasonable cost across a 
broad range of actively managed investment strategies in a structure 
that offers the cost and tax efficiencies and shareholder protections 
of exchange-traded funds. In order to remain competitive with other 
exchanges that also develop and market new ETPs, Nasdaq scrutinizes its 
fees closely before adopting such entry and annual fees.

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

    Written comments were neither solicited nor received.

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

    The foregoing change has become effective pursuant to Section 
19(b)(3)(A)(ii) of the Act.\13\ At any time within 60 days of the 
filing of the proposed rule change, the Commission summarily may 
temporarily suspend such rule change if it appears to the Commission 
that such action is necessary or appropriate in the public interest, 
for the protection of investors, or otherwise in furtherance of the 
purposes of the Act.
---------------------------------------------------------------------------

    \13\ 15 U.S.C. 78s(b)(3)(A)(ii).
---------------------------------------------------------------------------

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the Act. Comments may be submitted by any of 
the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number SR-NASDAQ-2016-025 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-NASDAQ-2016-025. This 
file number should be included on the subject line if email is used. To 
help the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all 
written statements with respect to the proposed rule change that are 
filed with the Commission, and all written communications relating to 
the proposed rule change between the Commission and any person, other 
than those that may be withheld from the public in accordance with the 
provisions of 5 U.S.C. 552, will be available for Web site viewing and 
printing in the Commission's Public Reference Room, 100 F Street NE., 
Washington, DC 20549 on official business days between the hours of 
10:00 a.m. and 3:00 p.m. Copies of the filing also will be available 
for inspection and copying at the principal offices of the Exchange. 
All comments received will be posted without change; the Commission 
does not edit personal identifying information from submissions. You 
should submit only information that you wish to make available 
publicly. All submissions should refer to File Number SR-NASDAQ-2016-
025, and should be submitted on or before March 17, 2016.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\14\
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    \14\ 17 CFR Sec.  200.30-3(a)(12).
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Brent J. Fields,
Secretary.
[FR Doc. 2016-03951 Filed 2-24-16; 8:45 am]
 BILLING CODE 8011-01-P



                                                                                Federal Register / Vol. 81, No. 37 / Thursday, February 25, 2016 / Notices                                                      9559

                                                  III. Date of Effectiveness of the                        available for Web site viewing and                    (‘‘1940 Act’’), called an exchange-traded
                                                  Proposed Rule Change and Timing for                      printing in the Commission’s Public                   managed fund (‘‘NextShares’’). The
                                                  Commission Action                                        Reference Room, 100 F Street NE.,                     shares are collectively referred to herein
                                                     The foregoing rule change has become                  Washington, DC 20549 on official                      as ‘‘NextShares.’’
                                                  effective pursuant to section                            business days between the hours of                       The text of the proposed rule change
                                                  19(b)(3)(A)(ii) of the Exchange Act 12                   10:00 a.m. and 3:00 p.m. Copies of such               is available at nasdaq.cchwallstreet.com
                                                  and Rule 19b–4(f)(2) thereunder,13                       filing also will be available for                     at Nasdaq principal office, and at the
                                                  because it establishes or changes a due,                 inspection and copying at the principal               Commission’s Public Reference Room.
                                                  or fee.                                                  office of the Exchange. All comments
                                                                                                           received will be posted without change;               II. Self-Regulatory Organization’s
                                                     At any time within 60 days of the                                                                           Statement of the Purpose of, and
                                                  filing of the proposed rule change, the                  the Commission does not edit personal
                                                                                                           identifying information from                          Statutory Basis for, the Proposed Rule
                                                  Commission summarily may                                                                                       Change
                                                  temporarily suspend the rule change if                   submissions. You should submit only
                                                  it appears to the Commission that the                    information that you wish to make                       In its filing with the Commission,
                                                  action is necessary or appropriate in the                available publicly. All submissions                   Nasdaq included statements concerning
                                                  public interest, for the protection of                   should refer to File Number SR–BOX–                   the purpose of, and basis for, the
                                                  investors, or would otherwise further                    2016–09, and should be submitted on or                proposed rule change and discussed any
                                                  the purposes of the Act. If the                          beforeMarch 17, 2016.                                 comments it received on the proposed
                                                  Commission takes such action, the                          For the Commission, by the Division of              rule change. The text of those
                                                  Commission shall institute proceedings                   Trading and Markets, pursuant to delegated            statements may be examined at the
                                                  to determine whether the proposed rule                   authority.14                                          places specified in Item IV below. The
                                                  should be approved or disapproved.                       Brent J. Fields,                                      Exchange has prepared summaries, set
                                                                                                           Secretary.                                            forth in sections A, B, and C below, of
                                                  IV. Solicitation of Comments                                                                                   the most significant parts of such
                                                                                                           [FR Doc. 2016–03953 Filed 2–24–16; 8:45 am]
                                                    Interested persons are invited to                      BILLING CODE 8011–01–P
                                                                                                                                                                 statements.
                                                  submit written data, views, and
                                                  arguments concerning the foregoing,                                                                            A. Self-Regulatory Organization’s
                                                  including whether the proposed rule                                                                            Statement of the Purpose of, and
                                                                                                           SECURITIES AND EXCHANGE                               Statutory Basis for, the Proposed Rule
                                                  change is consistent with the Act.                       COMMISSION
                                                  Comments may be submitted by any of                                                                            Change
                                                  the following methods:                                   [Release No. 34–77191; File No. SR–
                                                                                                           NASDAQ–2016–025]
                                                                                                                                                                 1. Purpose
                                                  Electronic Comments                                                                                              The Exchange proposes to amend
                                                                                                           Self-Regulatory Organizations; The                    certain fees in Nasdaq Rule 5940
                                                    • Use the Commission’s Internet
                                                                                                           NASDAQ Stock Market LLC; Notice of                    (entitled ‘‘Exchange Traded Products’’)
                                                  comment form (http://www.sec.gov/
                                                                                                           Filing and Immediate Effectiveness of                 associated with the listing of
                                                  rules/sro.shtml); or
                                                    • Send an email to rule-comments@                      Proposed Rule Change To Amend                         NextShares.3 At the time of the
                                                  sec.gov. Please include File Number SR–                  Nasdaq Rule 5940 To Adopt Entry and                   Commission’s approval of Nasdaq Rule
                                                  BOX–2016–09 on the subject line.                         Annual Fees for NextShares                            5745, Nasdaq did not specify fees
                                                                                                           February 19, 2016.                                    applicable to NextShares. The Exchange
                                                  Paper Comments                                                                                                 now proposes to amend Nasdaq Rule
                                                                                                              Pursuant to Section 19(b)(1) of the
                                                    • Send paper comments in triplicate                    Securities Exchange Act of 1934                       5940 to adopt both the entry fees and
                                                  to Secretary, Securities and Exchange                    (‘‘Act’’),1 and Rule 19b–4 thereunder,2               annual fees for NextShares.
                                                  Commission, 100 F Street NE.,                            notice is hereby given that on February                 Specifically, the proposed entry fee
                                                  Washington, DC 20549–1090.                               11, 2016, The NASDAQ Stock Market                     for when a company submits an
                                                  All submissions should refer to File                     LLC (‘‘NASDAQ’’ or the ‘‘Exchange’’)                  application for listing a series 4 of
                                                  Number SR–BOX–2016–09. This file                         filed with the Securities and Exchange                NextShares under Nasdaq Rule 5745
                                                  number should be included on the                         Commission (‘‘Commission’’) a                         will be $20,000 for the first series of
                                                  subject line if email is used. To help the               proposed rule change as described in                  NextShares (which will include a
                                                  Commission process and review your                       Items I, II and III below, which Items                $1,000 non-refundable application fee)
                                                  comments more efficiently, please use                    have been prepared by the Exchange.                   and an additional entry fee of $7,500 for
                                                  only one method. The Commission will                     The Commission is publishing this                     each subsequent series of NextShares
                                                  post all comments on the Commission’s                    notice to solicit comments on the                     (which will include a $1,000 non-
                                                  Internet Web site (http://www.sec.gov/                   proposed rule change from interested                  refundable application fee).
                                                  rules/sro.shtml). Copies of the                          persons.
                                                  submission, all subsequent                                                                                        3 The Commission approved Nasdaq Rule 5745 in

                                                  amendments, all written statements                       I. Self-Regulatory Organization’s                     Securities Exchange Act Release No. 34–73562
                                                                                                           Statement of the Terms of Substance of                (Nov. 7, 2014), 79 FR 68309 (Nov. 14, 2014) (SR–
                                                  with respect to the proposed rule                                                                              NASDAQ–2014–020).
                                                  change that are filed with the                           the Proposed Rule Change                                 4 A series refers to each individual NextShares.

                                                  Commission, and all written                                 Nasdaq is proposing to amend certain               For example, assume an issuer launches four
                                                  communications relating to the                           fees in Nasdaq Rule 5940 in connection                NextShares (e.g., a Large Cap NextShares, a Large
                                                                                                                                                                 Cap Value NextShares, a Large Cap Growth
mstockstill on DSK4VPTVN1PROD with NOTICES




                                                  proposed rule change between the                         with listing a type of open-end                       NextShares and a Small Cap NextShares). Under
                                                  Commission and any person, other than                    management investment company                         Nasdaq Rule 5940(a)(2) as it is proposed to be
                                                  those that may be withheld from the                      registered under the Investment                       amended, the issuer would pay a one-time initial
                                                  public in accordance with the                            Company Act of 1940, as amended                       listing fee of $20,000 for the Large Cap NextShares
                                                                                                                                                                 since it is the first series listed, and pay a separate
                                                  provisions of 5 U.S.C. 552, will be                                                                            $7,500 initial listing fee for each of the Large Cap
                                                                                                             14 17 CFR 200.30–3(a)(12).                          Value NextShares, Large Cap Growth NextShares
                                                    12 15 U.S.C. 78s(b)(3)(A)(ii).                           1 15 U.S.C. 78s(b)(1).                              and Small Cap NextShares since they each would
                                                    13 17 CFR 240.19b–4(f)(2).                               2 17 CFR 240.19b–4.                                 be considered a subsequent series of NextShares.



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                                                  9560                        Federal Register / Vol. 81, No. 37 / Thursday, February 25, 2016 / Notices

                                                     The proposed annual fee for the issuer               day proxy price 6 share trades that are               associated with the launch of each
                                                  of a series of NextShares will be paid for              recorded and stored intra-day by Nasdaq               NextShares, which may include the
                                                  each individual series of NextShares                    to the NextShares’ end-of-day NAV, and                preparation of SEC filings and initial
                                                  and calculated on total shares                          the determination of final trade pricing).            work with each NextShares licensee.
                                                  outstanding for that specific series of                 Nasdaq also anticipates an increase in                   The Exchange also believes that the
                                                  NextShares. The annual fee, which can                   time, effort and expense in responding                proposed entry fees are equitable and
                                                  vary from year to year based on the                     to trading and data inquiries from third              not unfairly discriminatory because the
                                                  NextShares’ total shares outstanding,                   party vendors/counterparties, as                      Exchange assesses the same entry fees
                                                  will be $6,500 for a series of NextShares               compared with what it expends on other                uniformly and for all series of
                                                  with up to 25 million shares; $15,000                   ETPs. The Exchange also anticipates                   NextShares. Additionally, Nasdaq
                                                  for over 25 million to 100 million                      greater costs associated with the                     believes that although the proposed
                                                  shares; and $25,000 for over 100 million                necessary regulatory review and extra                 entry fees are higher than those for other
                                                  shares.                                                 legal work associated with the ongoing                ETPs for the reasons explained above,
                                                     The Exchange intends to treat each                   support of each NextShares.                           they are equitable and not unfairly
                                                  series of NextShares independently and                  2. Statutory Basis                                    discriminatory.
                                                  in connection with the calculation of                                                                            Nasdaq also believes that the
                                                                                                             Nasdaq believes that the proposed                  proposed annual fee for the issuer of a
                                                  the proposed annual fee, the Exchange                   rule change is consistent with the
                                                  will not aggregate the total shares                                                                           series of NextShares that will be paid for
                                                                                                          provisions of Section 6 of the Act,7 in               each individual series and calculated on
                                                  outstanding across different series 5                   general, and with Sections 6(b)(4) and
                                                  from the same issuer or sponsor.                                                                              total shares outstanding for that specific
                                                                                                          (5) of the Act,8 in particular, in that it            NextShares is reasonable because it will
                                                     NextShares will have a distinct fee                  provides for the equitable allocation of              help offset the higher ongoing costs,
                                                  schedule for both entry and annual fees                 reasonable dues, fees, and other charges              including regulatory, legal, surveillance,
                                                  because the costs Nasdaq incurs in                      among its members, issuers and other                  and operational costs to monitor the
                                                  support of NextShares is greater than                   persons using its facilities, and does not            listing of NextShares and that these
                                                  the costs the Exchange incurs with other                unfairly discriminate between                         costs are greater than what is currently
                                                  exchange-traded products (‘‘ETPs’’). The                customers, issuers, brokers or dealers.               provided for other ETPs.
                                                  increased Nasdaq costs for NextShares,                     The Exchange believes that the                        These costs include the ongoing
                                                  as compared with other ETPs, that the                   addition of an initial entry fee and an               trading and continued support of
                                                  higher entry fees are intended to                       annual fee in connection with each                    NextShares by the Exchange and will
                                                  address, include the technological                      series of NextShares under proposed                   require Nasdaq to expend greater
                                                  changes and the platform needed to                      Nasdaq Rule 5940 is consistent with                   resources than it currently expends on
                                                  support the initial listing, launch, and                Section 6(b)(4) of the Act 9 in that it               other ETPs. Specifically, the Exchange
                                                  trading of NextShares. The Exchange                     provides for the equitable allocation of              believes that as a result of supporting
                                                  also anticipates greater costs associated               reasonable dues, fees and other charges               intra-day NAV-based trading,
                                                  with the necessary regulatory review                    among members and issuers and other                   NextShares’ will require additional
                                                  and extra legal work associated with the                persons using any facility or system that             daily support that is more than what is
                                                  launch of each NextShares, which may                    the Exchange operates or controls.                    currently provided for traditional ETPs.
                                                  include the preparation of filings under                   Specifically, Nasdaq believes that
                                                                                                                                                                Additionally, each series of NextShares
                                                  Section 19(b) of the Exchange Act and                   although the proposed entry fee of
                                                                                                                                                                has a different investment strategy and
                                                  initial work with each NextShares                       $20,000 for the first series 10 of
                                                                                                                                                                strikes a unique NAV at the end of each
                                                  licensee.                                               NextShares (which includes a $1,000
                                                                                                                                                                trading day and will require the
                                                                                                          non-refundable application fee) and the
                                                     The increased Nasdaq costs for                                                                             calculation of a final exchange trading
                                                                                                          additional entry fees of $7,500 for each
                                                  NextShares, as compared with other                                                                            price each day after the NAV is
                                                                                                          subsequent series of NextShares (which
                                                  ETPs, that the higher annual fees are                                                                         calculated. This involves supplementary
                                                                                                          includes a $1,000 non-refundable
                                                  intended to address, include the                        application fee) are higher than the                  operational procedures that are specific
                                                  ongoing trading and continued support                   entry fee of $5,000 (which includes a                 to NextShares (e.g., generating two daily
                                                  of NextShares by the Exchange. This                     $1,000 non-refundable application fee)                trade confirmations, converting intra-
                                                  will require Nasdaq to expend greater                   for other ETPs, the proposed entry fees               day proxy price 11 share trades that are
                                                  resources than it currently expends on                  for NextShares are reasonable because                 recorded and stored intra-day by Nasdaq
                                                  other ETPs. Specifically, the Exchange                  they will help offset the higher costs                to the NextShares’ end-of-day NAV and
                                                  believes that as a result of supporting                 Nasdaq incurs in support of NextShares                the determination of final trade pricing).
                                                  intra-day NAV-based trading,                            as compared with the costs it incurs for                 Nasdaq also anticipates an increase in
                                                  NextShares’ will require additional                     other ETPs. These higher costs include                time, effort and expense in responding
                                                  daily support that is more than what is                 the technological changes and the                     to trading and data inquiries from third
                                                  currently provided for traditional ETPs.                platform needed to support the initial                party vendors/counterparties, as
                                                     Each series of NextShares has a                      listing, launch, and trading of                       compared with what it expends on other
                                                  different investment strategy and strikes               NextShares, as well as the greater costs              ETPs. The Exchange also anticipates
                                                  a unique net asset value (‘‘NAV’’) at the               that the Exchange anticipates that will               greater costs associated with the
                                                  end of each trading day and will require                be associated with the necessary                      necessary regulatory review and extra
                                                  the calculation of a final exchange                     regulatory review and extra legal work                legal work associated with the ongoing
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                                                  trading price each day after the NAV is                                                                       support of each NextShares.
                                                  calculated. This involves supplementary                   6 A NextShares next-determined NAV will be             The Exchange will not aggregate the
                                                  operational procedures that are specific                represented at the beginning of each trading day by   total shares outstanding across different
                                                  to NextShares (e.g., generating two daily
                                                                                                          a proxy price of 100.00.                              series of NextShares for purposes of the
                                                                                                            7 15 U.S.C. 78f.
                                                  trade confirmations, converting intra-                    8 15 U.S.C. 78f(b)(4) and (5).                        11 A NextShares next-determined NAV will be
                                                                                                            9 15 U.S.C. 78f(b)(4).
                                                                                                                                                                represented at the beginning of each trading day by
                                                    5 Id.                                                   10 See footnote 4 above.                            a proxy price of 100.00.



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                                                                                 Federal Register / Vol. 81, No. 37 / Thursday, February 25, 2016 / Notices                                                  9561

                                                  proposed annual fee. This differs with                     or otherwise in furtherance of the                       For the Commission, by the Division of
                                                  the methodology used to calculate the                      purposes of the Act.                                   Trading and Markets, pursuant to delegated
                                                  total shares outstanding for other ETPs,                                                                          authority.14
                                                  including Portfolio Depository Receipts,                   IV. Solicitation of Comments                           Brent J. Fields,
                                                  Index Fund Shares, Managed Fund                                                                                   Secretary.
                                                                                                               Interested persons are invited to
                                                  Shares, or other security listed under                     submit written data, views, and                        [FR Doc. 2016–03951 Filed 2–24–16; 8:45 am]
                                                  the Rule 5700 Series where no other fee                    arguments concerning the foregoing,                    BILLING CODE 8011–01–P
                                                  schedule is specifically applicable listed                 including whether the proposed rule
                                                  on The Nasdaq Global Market. The                           change is consistent with the Act.
                                                  Exchange believes that although the                                                                               SECURITIES AND EXCHANGE
                                                                                                             Comments may be submitted by any of
                                                  proposed annual fees are higher for                                                                               COMMISSION
                                                                                                             the following methods:
                                                  NextShares than for other ETPs, for the                                                                           [Release No. SIPA–174; File No. SIPC–2016–
                                                  reasons discussed above, these fees are                    Electronic Comments                                    01]
                                                  equitable and not unfairly
                                                  discriminatory.                                              • Use the Commission’s Internet                      Securities Investor Protection
                                                                                                             comment form (http://www.sec.gov/                      Corporation
                                                    For the above reasons, Nasdaq                            rules/sro.shtml); or
                                                  believes the proposed rule change is                                                                              AGENCY:   Securities and Exchange
                                                  consistent with the requirements of                          • Send an email to rule-comments@
                                                                                                                                                                    Commission.
                                                  Sections 6(b)(4) and 6(b)(5) of the Act.12                 sec.gov. Please include File Number SR–
                                                                                                             NASDAQ–2016–025 on the subject line.                   ACTION: Notice of the determination of
                                                  B. Self-Regulatory Organization’s                                                                                 the Board of Directors of the Securities
                                                  Statement on Burden on Competition                         Paper Comments                                         Investor Protection Corporation
                                                                                                                                                                    (‘‘SIPC’’) regarding the standard
                                                     The Exchange does not believe that                        • Send paper comments in triplicate                  maximum cash advance amount,
                                                  the proposed rule change will result in                    to Secretary, Securities and Exchange                  beginning January 1, 2017.
                                                  any burden on competition that is not                      Commission, 100 F Street NE.,
                                                  necessary or appropriate in furtherance                    Washington, DC 20549–1090.                             SUMMARY:    Pursuant to Section 3(e)(2) of
                                                  of the purposes of the Act. The                                                                                   the Securities Investor Protection Act of
                                                                                                             All submissions should refer to File
                                                  Exchange believes that the proposed                                                                               1970 (‘‘SIPA’’),1 notice is hereby given
                                                                                                             Number SR–NASDAQ–2016–025. This                        that the Board of Directors of SIPC (the
                                                  fees for this new exchange-traded                          file number should be included on the
                                                  product will promote competition to the                                                                           ‘‘Board’’) filed with the Securities and
                                                                                                             subject line if email is used. To help the             Exchange Commission (‘‘Commission’’)
                                                  benefit of the markets and investors by                    Commission process and review your
                                                  making NextShares available to                                                                                    on February 17, 2016 notification that
                                                                                                             comments more efficiently, please use                  the Board has determined, beginning
                                                  investors at a reasonable cost across a                    only one method. The Commission will
                                                  broad range of actively managed                                                                                   January 1, 2017, and for the five year
                                                                                                             post all comments on the Commission’s                  period immediately thereafter, that the
                                                  investment strategies in a structure that                  Internet Web site (http://www.sec.gov/
                                                  offers the cost and tax efficiencies and                                                                          standard maximum cash advance
                                                                                                             rules/sro.shtml). Copies of the                        amount available to satisfy customer
                                                  shareholder protections of exchange-                       submission, all subsequent
                                                  traded funds. In order to remain                                                                                  claims for cash in a SIPA liquidation
                                                                                                             amendments, all written statements                     proceeding will remain at $250,000. The
                                                  competitive with other exchanges that                      with respect to the proposed rule
                                                  also develop and market new ETPs,                                                                                 Commission is publishing this notice to
                                                                                                             change that are filed with the                         solicit comments on Board’s
                                                  Nasdaq scrutinizes its fees closely                        Commission, and all written
                                                  before adopting such entry and annual                                                                             determination from interested parties.
                                                                                                             communications relating to the                         DATES: Comments are to be received on
                                                  fees.                                                      proposed rule change between the                       or before March 11, 2016.
                                                  C. Self-Regulatory Organization’s                          Commission and any person, other than
                                                                                                                                                                    ADDRESSES: Interested persons are
                                                  Statement on Comments on the                               those that may be withheld from the
                                                                                                                                                                    invited to submit written data, views,
                                                  Proposed Rule Change Received From                         public in accordance with the
                                                                                                                                                                    and arguments concerning the foregoing
                                                  Members, Participants or Others                            provisions of 5 U.S.C. 552, will be
                                                                                                                                                                    by any of the following methods:
                                                                                                             available for Web site viewing and
                                                    Written comments were neither                            printing in the Commission’s Public                    Electronic Comments
                                                  solicited nor received.                                    Reference Room, 100 F Street NE.,                        • Use the Commission’s Internet
                                                  III. Date of Effectiveness of the                          Washington, DC 20549 on official                       comment form (http://www.sec.gov/
                                                  Proposed Rule Change and Timing for                        business days between the hours of                     rules/other.shtml); or
                                                  Commission Action                                          10:00 a.m. and 3:00 p.m. Copies of the                   • Send an email to rule-comments@
                                                                                                             filing also will be available for                      sec.gov. Please include File Number
                                                     The foregoing change has become                         inspection and copying at the principal                SIPC–2016–01 on the subject line.
                                                  effective pursuant to Section                              offices of the Exchange. All comments
                                                  19(b)(3)(A)(ii) of the Act.13 At any time                  received will be posted without change;                Paper Comments
                                                  within 60 days of the filing of the                        the Commission does not edit personal                    • Send paper comments to Brent J.
                                                  proposed rule change, the Commission                       identifying information from                           Fields, Secretary, Securities and
                                                                                                             submissions. You should submit only                    Exchange Commission, 100 F Street NE.,
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                                                  summarily may temporarily suspend
                                                  such rule change if it appears to the                      information that you wish to make                      Washington, DC 20549–1090.
                                                  Commission that such action is                             available publicly. All submissions                    All comments should refer to File
                                                  necessary or appropriate in the public                     should refer to File Number SR–                        Number SIPC–2016–01. To help the
                                                  interest, for the protection of investors,                 NASDAQ–2016–025, and should be                         Commission process and review your
                                                                                                             submitted on or before March 17, 2016.                 comments more efficiently, please use
                                                    12 15   U.S.C. 78f(b)(4) and (5).
                                                    13 15   U.S.C. 78s(b)(3)(A)(ii).                           14 17   CFR § 200.30–3(a)(12).                         1 15   U.S.C. 78ccc(e)(2).



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Document Created: 2018-02-02 14:35:29
Document Modified: 2018-02-02 14:35:29
CategoryRegulatory Information
CollectionFederal Register
sudoc ClassAE 2.7:
GS 4.107:
AE 2.106:
PublisherOffice of the Federal Register, National Archives and Records Administration
SectionNotices
FR Citation81 FR 9559 

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