82 FR 4947 - Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Reduce the All-Inclusive Annual Listing Fee for Limited Partnerships Listed on Nasdaq
SECURITIES AND EXCHANGE COMMISSION Federal Register Volume 82, Issue 10 (January 17, 2017)
Federal Register Volume 82, Issue 10 (January 17, 2017)
| Page Range | 4947-4950 | |
| FR Document | 2017-00783 |
[Federal Register Volume 82, Number 10 (Tuesday, January 17, 2017)] [Notices] [Pages 4947-4950] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2017-00783] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Release No. 34-79770; File No. SR-NASDAQ-2016-173] Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Reduce the All-Inclusive Annual Listing Fee for Limited Partnerships Listed on Nasdaq January 10, 2017 Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that, on December 28, 2016, The NASDAQ Stock Market LLC (``Nasdaq'' or ``Exchange'') filed with the Securities and Exchange Commission (``SEC'' or ``Commission'') the 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. --------------------------------------------------------------------------- \1\ 15 U.S.C. 78s(b)(1). \2\ 17 CFR 240.19b-4. --------------------------------------------------------------------------- I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes to reduce the fees for limited partnerships listed on Nasdaq. While these amendments are effective upon filing, the Exchange has designated the proposed amendments to be operative on January 1, 2017. A notice of the proposed rule change for publication in the Federal Register is attached as Exhibit 1 [sic]. The text of the proposed rule change is set forth below. Proposed new language is italicized; deleted text is in brackets. * * * * * 5910. The Nasdaq Global Market (including the Nasdaq Global Select Market) * * * * * IM-5910-1. All-Inclusive Annual Listing Fee (a)-(c) No change. (d) The All-Inclusive Annual Listing Fee will be calculated on total shares outstanding according to the following schedules: (1)-(3) No change. (4) Limited Partnerships (effective January 1, 2017): Up to 75 million shares $37,500 75+ to 100 million shares $50,000 100+ to 125 million shares $62,500 125+ to 150 million shares $67,500 Over 150 million shares $77,500 (e) No change. * * * * * 5920. The Nasdaq Capital Market * * * * * IM-5920-1. All-Inclusive Annual Listing Fee (a)-(c) No change. (d) The All-Inclusive Annual Listing Fee will be calculated on total shares outstanding according to the following schedules: (1)-(3) No change. (4) Limited Partnerships (effective January 1, 2017): Up to 50 million shares $30,000 Over 50 million shares $37,500 (e) No change. * * * * * II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, the Exchange included statements concerning the purpose of and basis for the proposed rule change and discussed any comments it received on the proposed rule change. The text of these statements may be examined at the places specified in Item IV below. The Exchange has prepared summaries, set forth in sections A, B, and C below, of the most significant aspects of such statements. A. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 1. Purpose Nasdaq proposes to reduce the fees for limited partnerships listed on Nasdaq. [[Page 4948]] Historically, certain of Nasdaq's corporate governance requirements, including most shareholder approval requirements (other than for equity compensation), most independence requirements (other than for audit committees at the general partner level), and the annual meeting requirement (unless required by statute or regulation in the state in which the limited partnership is formed or doing business or by the terms of the partnership's limited partnership agreement), have not been applied to limited partnerships because their structure typically requires that public investors have limited rights and that the general partners make all significant decisions about the operation of the company.\3\ As such, limited partners do not expect to have a voice in the operations of the partnership. Reduced corporate governance requirements for limited partnerships, in turn, result in Nasdaq expending fewer resources on monitoring and enforcing its rules because a significant portion of the regulatory cost Nasdaq incurs in connection with the continued listing of an issuer relates to the review by Nasdaq staff of complex transactions for compliance with Nasdaq's shareholder approval requirements, which limited partnerships are not subject to. Similarly, Nasdaq incurs lower regulatory costs in connection with the review by Nasdaq staff of limited partnerships' filings with the Commission because these issuers are not subject to most board and committee independence requirements (other than for audit committees at the general partner level), and most limited partnerships neither hold annual meetings nor file proxy statements. Accordingly, Nasdaq proposes to reduce the All-Inclusive Annual Listing Fee for limited partnerships listed on Nasdaq. --------------------------------------------------------------------------- \3\ See Rule 5615(a)(4). --------------------------------------------------------------------------- The proposed amendment will affect the All-Inclusive Annual Listing Fee schedule \4\ on the Nasdaq Global Market, the Nasdaq Global Select Market, and the Nasdaq Capital Market.\5\ In 2014, when Nasdaq adopted the All-Inclusive Annual Listing Fee schedule, Nasdaq considered various factors that distinguish companies, including market tier, shares outstanding, and security type, as well as the perceived use of various Nasdaq regulatory and support services by companies of various characteristics.\6\ Due to the relatively few limited partnerships listed on the Exchange at that time, Nasdaq's analysis did not focus on the special characteristics of the limited partnerships. Upon further consideration, Nasdaq now believes that the reduced regulatory oversight needed for limited partnerships warrants a reduced fee. --------------------------------------------------------------------------- \4\ In 2014, Nasdaq adopted an All-Inclusive Annual Listing Fee schedule. Securities Exchange Act Release No. 73647 (November 19, 2014), 79 FR 70232 (November 25, 2014) (SR-NASDAQ-2014-87). All newly listed companies are subject to the All-Inclusive fee structure and other listed companies can elect to be on the All- Inclusive fee structure. All companies will be subject to the All- Inclusive fee structure effective January 1, 2018. \5\ Listing Rule 5910 provides that fee schedules for the Nasdaq Global Select Market are the same fee schedules as for the Nasdaq Global Market. \6\ See Securities Exchange Act Release No. 73647, supra note 4. --------------------------------------------------------------------------- As detailed in the proposed rule, for limited partnerships listed on the Capital Market the All-Inclusive Annual Listing Fee will range from $30,000 to $37,500. On the Global and Global Select Markets, the All-Inclusive Annual Listing Fee for limited partnerships will range from $37,500 to $77,500.\7\ The proposed fees will continue to be based on a limited partnership's total shares outstanding and will maintain the same pricing tiers based on shares outstanding as in the current fee schedule applicable to limited partnerships, except the tiers that otherwise would have their fees reduced below the minimum fee of $37,500 for the Global and Global Select Markets or $30,000 for the Capital Market are combined into a single pricing tier of up to 75 million shares outstanding on the Global and Global Select Markets and of up to 50 million shares outstanding on the Capital Market. --------------------------------------------------------------------------- \7\ The proposed fees are generally 50% less than the fees applicable to issuers of equity securities other than ADRs and Closed-End Funds. However, Nasdaq maintained a minimum fee of $37,500 for the Global and Global Select Markets and $30,000 for the Capital Market in recognition of the regulatory work Nasdaq must nonetheless perform and the benefits a limited partnership accrues with listing, and in consideration of the minimum fees set by Nasdaq's competitors. --------------------------------------------------------------------------- Nasdaq notes that American Depositary Receipts (ADRs) and Closed- end Funds also have different fee schedules than other listed equity securities. Nasdaq believes that the characteristics of ADRs and Closed-end Funds are different than the characteristics of limited partnerships and that it is therefore appropriate to apply a different fee schedule for limited partnerships.\8\ --------------------------------------------------------------------------- \8\ See Securities Exchange Act Release No. 73647, supra note 4, noting, among other differences, that the U.S. listing is not typically the issuer of an ADR's primary listing, and that Closed- end Funds are particularly sensitive to the expenses they incur, given that they compete for investment dollars based on return, but are otherwise subject to the same regulatory requirements as other listed companies. --------------------------------------------------------------------------- The proposed fee change will be operative January 1, 2017. Nasdaq notes that no other company will be required to pay higher fees as a result of the proposed amendments and represents that the proposed fee change will have no impact on the resources available for its regulatory programs. 2. Statutory Basis The Exchange believes that its proposal is consistent with Section 6(b) of the Act,\9\ in general, and furthers the objectives of Sections 6(b)(4) and 6(b)(5) of the Act,\10\ in particular, 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 which the Exchange operates or controls, and is not designed to permit unfair discrimination between customers, issuers, brokers, or dealers. --------------------------------------------------------------------------- \9\ 15 U.S.C. 78f(b). \10\ 15 U.S.C. 78f(b)(4) and (5). --------------------------------------------------------------------------- As a preliminary matter, Nasdaq competes for listings with other national securities exchanges and companies can easily choose to list on, or transfer to, those alternative venues. As a result, the fees Nasdaq can charge listed companies are constrained by the fees charged by its competitors and Nasdaq cannot charge prices in a manner that would be unreasonable, inequitable, or unfairly discriminatory. Nasdaq believes that the proposed fee change reducing the fee paid by limited partnerships is reasonable and not unfairly discriminatory because it recognizes the reduced regulatory cost Nasdaq incurs for limited partnerships. Specifically, certain of Nasdaq's corporate governance requirements, including most shareholder approval requirements (other than for equity compensation), most independence requirements (other than for audit committees at the general partner level), and the annual meeting requirement (unless required by statute or regulation in the state in which the limited partnership is formed or doing business or by the terms of the partnership's limited partnership agreement), do not apply to limited partnerships because their structure typically requires that public investors have limited rights and that the general partners make all significant decisions about the operation of the company. This allows Nasdaq to expend fewer resources on monitoring and enforcing its rules because a significant portion of the regulatory cost Nasdaq incurs in connection with the continued listing of an issuer relates to the review by Nasdaq staff of complex transactions for compliance with [[Page 4949]] Nasdaq's shareholder approval requirements, which limited partnerships are not subject to. Similarly, Nasdaq incurs lower regulatory costs in connection with the review by Nasdaq staff of limited partnerships' filings with the Commission because these issuers are not subject to most board and committee independence requirements (other than for audit committees at the general partner level), and most limited partnerships neither hold annual meetings nor file proxy statements. These reduced costs are a non-discriminatory reason to charge limited partnerships a lower All-Inclusive Annual Listing Fee. Currently, ADRs and Closed-end Funds also pay lower All-Inclusive Annual Listing Fees than other issuers of equity securities. Nasdaq believes it is appropriate to apply a fee schedule to limited partnerships that is different from those applicable to either ADRs or Closed-end Funds due to their differing characteristics. Specifically, Nasdaq charges lower listing fees for ADRs because, among other differences, the U.S. listing is not typically the issuer of an ADR's primary listing.\11\ Similarly, Nasdaq charges lower listing fees for Closed-end Funds because they are particularly sensitive to the expenses they incur, given that they compete for investment dollars based on return.\12\ As a result, offering a different discount to limited partnerships on the All-Inclusive Annual Fee schedule than to ADRs and Closed-end Funds is not inequitable or unfairly discriminatory. --------------------------------------------------------------------------- \11\ See Securities Exchange Act Release No. 73647, supra note 4. \12\ Id. --------------------------------------------------------------------------- While the proposed fee reduction only applies to limited partnerships on the All-Inclusive Annual Fee schedule, Nasdaq notes that any currently listed limited partnership can opt into the All- Inclusive Annual Fee schedule for 2017 prior to December 31, 2016, and that all companies will transition to that fee schedule in 2018. Moreover, Nasdaq accrues benefits from companies being on this schedule.\13\ These benefits to Nasdaq provide a reasonable basis for Nasdaq to adjust the fees only for limited partnerships on the All- Inclusive Annual Fee schedule and, as a result, offering a discount only to limited partnerships on the All-Inclusive Fee schedule is not inequitable or unfairly discriminatory. --------------------------------------------------------------------------- \13\ These benefits include eliminating the multiple invoices otherwise sent to a company each year and providing more certainty as to Nasdaq's revenues. See Securities Exchange Act Release No. 73647, supra note 4. --------------------------------------------------------------------------- Finally, Nasdaq believes that the proposed fees are consistent with the investor protection objectives of Section 6(b)(5) of the Act \14\ in that they are designed to promote just and equitable principles of trade, to remove impediments to a free and open market and national market system, and in general to protect investors and the public interest. Specifically, the amount of revenue forgone by allowing limited partnerships to pay lower fees is not substantial, and the reduced fees may result in more limited partnerships listing on Nasdaq, thereby increasing the resources available for Nasdaq's listing compliance program, which helps to assure that listing standards are properly enforced and investors are protected. Consequently, Nasdaq believes that the potential loss of revenue from the reduction of fees payable by limited partnerships, as proposed, will not hinder its ability to fulfill its regulatory responsibilities. --------------------------------------------------------------------------- \14\ 15 U.S.C. 78f(b)(5). --------------------------------------------------------------------------- B. Self-Regulatory Organization's Statement on Burden on Competition Nasdaq 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, as amended. The market for listing services is extremely competitive and listed companies may freely choose alternative venues based on the aggregate fees assessed, and the value provided by each listing. This rule proposal does not burden competition with other listing venues, which are similarly free to set their fees. For these reasons, Nasdaq does not believe that the proposed rule change will result in any burden on competition for listings. C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others No written comments were either solicited or received. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action The foregoing rule change has become effective pursuant to Section 19(b)(3)(A)(ii) of the Act.\15\ --------------------------------------------------------------------------- \15\ 15 U.S.C. 78s(b)(3)(A)(ii). --------------------------------------------------------------------------- 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: (i) Necessary or appropriate in the public interest; (ii) for the protection of investors; or (iii) otherwise in furtherance of the purposes of the Act. If the Commission takes such action, the Commission shall institute proceedings to determine whether the proposed rule should be approved or disapproved. IV. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: Electronic CommentsUse the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or Send an email to [email protected]. Please include File Number SR-NASDAQ-2016-173 on the subject line. Paper Comments Send paper comments in triplicate to Brent J. Fields, Secretary, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549-1090. All submissions should refer to File Number SR-NASDAQ-2016-173. 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 such filing also will be available for inspection and copying at the principal office 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-2016-173, and should be submitted on or before February 7, 2017. [[Page 4950]] For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.\16\ --------------------------------------------------------------------------- \16\ 17 CFR 200.30-3(a)(12). --------------------------------------------------------------------------- Eduardo A. Aleman, Assistant Secretary, [FR Doc. 2017-00783 Filed 1-13-17; 8:45 am] BILLING CODE 8011-01-P
![Federal Register / Vol. 82, No. 10 / Tuesday, January 17, 2017 / Notices 4947
III. Date of Effectiveness of the inspection and copying at the principal below. Proposed new language is
Proposed Rule Change and Timing for office of the Exchange. All comments italicized; deleted text is in brackets.
Commission Action received will be posted without change; * * * * *
The foregoing rule change has become the Commission does not edit personal
identifying information from 5910. The Nasdaq Global Market
effective pursuant to Section 19(b)(3)(A) (including the Nasdaq Global Select
of the Act 30 and paragraph (f) of Rule submissions. You should submit only
information that you wish to make Market)
19b–4 thereunder.31 At any time within
60 days of the filing of the proposed rule available publicly. All submissions * * * * *
change, the Commission summarily may should refer to File Number SR–
BatsEDGX–2017–01, and should be IM–5910–1. All-Inclusive Annual
temporarily suspend such rule change if Listing Fee
it appears to the Commission that such submitted on or before February 7, 2017.
action is necessary or appropriate in the For the Commission, by the Division of (a)–(c) No change.
public interest, for the protection of Trading and Markets, pursuant to delegated (d) The All-Inclusive Annual Listing
investors, or otherwise in furtherance of authority.32 Fee will be calculated on total shares
the purposes of the Act. Eduardo A. Aleman, outstanding according to the following
Assistant Secretary.
schedules:
IV. Solicitation of Comments (1)–(3) No change.
[FR Doc. 2017–00782 Filed 1–13–17; 8:45 am]
Interested persons are invited to (4) Limited Partnerships (effective
BILLING CODE 8011–01–P January 1, 2017):
submit written data, views, and
arguments concerning the foregoing, Up to 75 million shares $37,500
including whether the proposed rule SECURITIES AND EXCHANGE 75+ to 100 million shares $50,000
change is consistent with the Act. 100+ to 125 million shares $62,500
COMMISSION
Comments may be submitted by any of 125+ to 150 million shares $67,500
the following methods: Over 150 million shares $77,500
[Release No. 34–79770; File No. SR– (e) No change.
Electronic Comments NASDAQ–2016–173]
* * * * *
• Use the Commission’s Internet
comment form (http://www.sec.gov/ Self-Regulatory Organizations; The 5920. The Nasdaq Capital Market
rules/sro.shtml); or NASDAQ Stock Market LLC; Notice of
Filing and Immediate Effectiveness of * * * * *
• Send an email to rule-comments@ IM–5920–1. All-Inclusive Annual
sec.gov. Please include File Number SR– Proposed Rule Change To Reduce the
All-Inclusive Annual Listing Fee for Listing Fee
BatsEDGX–2017–01 on the subject line. (a)–(c) No change.
Limited Partnerships Listed on Nasdaq
Paper Comments (d) The All-Inclusive Annual Listing
January 10, 2017 Fee will be calculated on total shares
• Send paper comments in triplicate outstanding according to the following
to Brent J. Fields, Secretary, Securities Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934 schedules:
and Exchange Commission, 100 F Street (1)–(3) No change.
NE., Washington, DC 20549–1090. (‘‘Act’’),1 and Rule 19b–4 thereunder,2
notice is hereby given that, on December (4) Limited Partnerships (effective
All submissions should refer to File January 1, 2017):
Number SR–BatsEDGX–2017–01. This 28, 2016, The NASDAQ Stock Market
LLC (‘‘Nasdaq’’ or ‘‘Exchange’’) filed Up to 50 million shares $30,000
file number should be included on the Over 50 million shares $37,500
subject line if email is used. To help the with the Securities and Exchange
Commission (‘‘SEC’’ or ‘‘Commission’’) (e) No change.
Commission process and review your
comments more efficiently, please use the proposed rule change as described * * * * *
only one method. The Commission will in Items I, II, and III below, which Items II. Self-Regulatory Organization’s
post all comments on the Commission’s have been prepared by the Exchange. Statement of the Purpose of, and
Internet Web site (http://www.sec.gov/ The Commission is publishing this Statutory Basis for, the Proposed Rule
rules/sro.shtml). Copies of the notice to solicit comments on the Change
submission, all subsequent proposed rule change from interested
persons. In its filing with the Commission, the
amendments, all written statements
Exchange included statements
with respect to the proposed rule I. Self-Regulatory Organization’s concerning the purpose of and basis for
change that are filed with the Statement of the Terms of Substance of the proposed rule change and discussed
Commission, and all written the Proposed Rule Change any comments it received on the
communications relating to the
The Exchange proposes to reduce the proposed rule change. The text of these
proposed rule change between the
fees for limited partnerships listed on statements may be examined at the
Commission and any person, other than
Nasdaq. places specified in Item IV below. The
those that may be withheld from the
While these amendments are effective Exchange has prepared summaries, set
public in accordance with the
upon filing, the Exchange has forth in sections A, B, and C below, of
provisions of 5 U.S.C. 552, will be
designated the proposed amendments to the most significant aspects of such
available for Web site viewing and
be operative on January 1, 2017. statements.
printing in the Commission’s Public
sradovich on DSK3GMQ082PROD with NOTICES
Reference Room, 100 F Street NE., A notice of the proposed rule change A. Self-Regulatory Organization’s
Washington, DC 20549 on official for publication in the Federal Register Statement of the Purpose of, and
business days between the hours of is attached as Exhibit 1 [sic]. The text of Statutory Basis for, the Proposed Rule
10:00 a.m. and 3:00 p.m. Copies of such the proposed rule change is set forth Change
filing also will be available for
32 17
1. Purpose
CFR 200.30–3(a)(12).
30 15 U.S.C. 78s(b)(3)(A). 1 15 U.S.C. 78s(b)(1). Nasdaq proposes to reduce the fees for
31 17 CFR 240.19b–4(f). 2 17 CFR 240.19b–4. limited partnerships listed on Nasdaq.
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![4950 Federal Register / Vol. 82, No. 10 / Tuesday, January 17, 2017 / Notices
For the Commission, by the Division of disapprove the proposed rule change.7 (‘‘BofA’’) Merrill Lynch Build America
Trading and Markets, pursuant to delegated On January 4, 2017, the Exchange filed Bond Index (‘‘Build America Bond
authority.16 Amendment No. 1 to the proposed rule Index’’). The Fund generally invests at
Eduardo A. Aleman, change.8 The Commission has received least 80% of its total assets in taxable
Assistant Secretary, no comments on the proposed rule municipal securities eligible to
[FR Doc. 2017–00783 Filed 1–13–17; 8:45 am] change. This order grants approval of participate in the Build America Bond
BILLING CODE 8011–01–P the proposed rule change, as modified program created under the American
by Amendment No. 1 thereto. Recovery and Reinvestment Act of 2009
or other legislation providing for the
II. Exchange’s Description of the
SECURITIES AND EXCHANGE issuance of taxable municipal securities
Proposal
COMMISSION on which the issuer receives federal
The Exchange currently lists and support of the interest paid (‘‘Build
[Release No. 34–79767; File No. SR– trades Shares of the Fund 9 under NYSE America Bonds’’) and that comprise the
NYSEArca–2016–62] Arca Equities Rule 5.2(j)(3), Build America Bond Index. The Build
Commentary .02, which governs the America Bond Index is designed to track
Self-Regulatory Organizations; listing and trading of Investment the performance of U.S. dollar-
NYSEArca, Inc.; Order Granting Company Units (‘‘Units’’) based on fixed denominated investment grade taxable
Approval of Proposed Rule Change, as income securities indexes.10 The Fund municipal debt publicly issued under
Modified by Amendment No. 1 Thereto, is a series of the Trust. Invesco the Build America Bond program by
Relating to a Change to the Underlying PowerShares Capital Management LLC U.S. states and territories, and their
Index for the PowerShares Build is the investment adviser (‘‘Adviser’’) political subdivisions, in the U.S.
America Bond Portfolio for the Fund. Invesco Distributors, Inc. market. Qualifying securities must have
is the Fund’s distributor. The Bank of a minimum amount outstanding of $1
January 10, 2017. New York Mellon is the administrator, million, at least 18 months remaining
I. Introduction custodian, and fund accounting and term to final maturity at the time of
transfer agent for the Fund. issuance, at least one year remaining
On May 3, 2016, NYSE Arca, Inc. The Fund currently seeks investment term to final maturity, a fixed coupon
(‘‘NYSE Arca’’ or ‘‘Exchange’’) filed results that generally correspond to the schedule, and an investment grade
with the Securities and Exchange price and yield (before fees and rating (based on an average of Moody’s
Commission (‘‘Commission’’), pursuant expenses) of The Bank of America Investors Services, Inc. (‘‘Moody’s’’),
to Section 19(b)(1) of the Securities Standard & Poor’s, a division of The
Exchange Act of 1934 (‘‘Act’’) 1 and Rule 7 See Securities Exchange Act Release No. 79173,
McGraw-Hill Company, Inc. (‘‘S&P’’),
19b–4 thereunder,2 a proposed rule 81 FR 76400 (Nov. 2, 2016). The Commission
and Fitch Ratings, Inc. (‘‘Fitch’’)).
change to: (1) Propose changes to the designated January 18, 2017 as the date by which
it should approve or disapprove the proposed rule The Trust has proposed to change the
index underlying the PowerShares change. index underlying the Fund to the BofA
Build America Bond Portfolio (‘‘Fund’’) 8 In Amendment No. 1 to the proposed rule
Merrill Lynch US Taxable Municipal
and the name of the Fund and (2) permit change, the Exchange: (a) Clarified that (i) in no Securities Plus Index (‘‘New Index’’)
the continued listing and trading of the event will the New Index (as defined herein) be
composed of fewer than 500 issues, and (ii) FINRA and to change the name of the Fund to
shares (‘‘Shares’’) of the Fund as a result (as defined herein) is able to access data obtained PowerShares Taxable Municipal Bond
of the changes to the index underlying from the Municipal Securities Rulemaking Board Portfolio. The Exchange represents that
the Fund. The proposed rule change relating to municipal bond trading activity for the New Index does not meet the
was published for comment in the surveillance purposes in connection with trading in
the Shares; (b) stated that that Adviser (as defined generic listing criteria of NYSE Arca
Federal Register on May 23, 2016.3 herein) represents that within a single municipal Equities Rule 5.2(j)(3). The Exchange
On June 27, 2016, pursuant to Section bond issuer, separate issues by the same issuer are submitted this proposed rule change to
19(b)(2) of the Act,4 the Commission likely to trade similarly to one another, and that permit the continued listing of the
individual CUSIPs within the New Index that share
designated a longer period within which characteristics with other CUSIPs have a high yield Fund. The New Index meets all of the
to either approve the proposed rule to maturity correlation, and frequently have a requirements of the generic listing
change, disapprove the proposed rule correlation of one or close to one; and (c) made criteria of NYSE Arca Equities Rule
change, or institute proceedings to other technical edits and non-substantive 5.2(j)(3), except for that set forth in
corrections. Because Amendment No. 1 does not
determine whether to disapprove the materially alter the substance of the proposed rule Commentary .02(a)(2).11 Specifically, as
proposed rule change.5 On August 12, change or raise unique or novel regulatory issues, of February 4, 2016, approximately
2016, the Commission instituted Amendment No. 1 is not subject to notice and 60.51% of the New Index weight was
proceedings to determine whether to comment. Amendment No. 1, which amended and
replaced the original filing in its entirety, is
composed of individual maturities of
approve or disapprove the proposed available on the Commission’s Web site at: https:// $100 million or more (determined at the
rule change.6 On October 27, 2016, the www.sec.gov/comments/sr-nysearca-2016-62/ time of issuance).
Commission issued a notice of nysearca201662-1460311-130254.pdf.
designation of a longer period for 9 The Exchange states that, on February 26, 2016, A. Changes to the Index Underlying the
Commission action on proceedings to PowerShares Exchange-Traded Fund Trust II Fund
(‘‘Trust’’) filed a post-effective amendment on Form
determine whether to approve or 485 under the Securities Act of 1933 (‘‘Securities According to the Exchange, the Fund
Act’’) to its registration statement on Form N–1A currently has a non-fundamental policy
16 17 CFR 200.30–3(a)(12). under the Securities Act and the Investment to invest at least 80% of its net assets
Company Act of 1940 (‘‘1940 Act’’) (File Nos. 333–
sradovich on DSK3GMQ082PROD with NOTICES
1 15 U.S.C. 78s(b)(1).
138490 and 811–21977) (‘‘Registration Statement’’).
(plus the amount of any borrowings for
2 17 CFR 240.19b–4.
The Exchange states that the Trust has obtained investment purposes) in Build America
3 See Securities Exchange Act Release No. 77849
certain exemptive relief under the 1940 Act (File
(May 17, 2016), 81 FR 32371 (‘‘Notice’’). No. 812–13335) (‘‘Exemptive Order’’). 11 Commentary .02(a)(2) to NYSE Arca Equities
4 15 U.S.C. 78s(b)(2). 10 The Exchange states that the PowerShares Rule 5.2(j)(3) provides that components that in the
5 See Securities Exchange Act Release No. 78157,
Build America Bond Portfolio was initially listed on aggregate account for at least 75% of the weight of
81 FR 43327 (July 1, 2016). November 17, 2009 pursuant to the generic listing the index or portfolio each shall have a minimum
6 See Securities Exchange Act Release No. 78564, criteria of Commentary .02 to NYSE Arca Equities original principal amount outstanding of $100
81 FR 55247 (Aug. 18, 2016). Rule 5.2(j)(3). million or more.
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Document Created: 2017-01-14 01:44:39
Document Modified: 2017-01-14 01:44:39
| Category | Regulatory Information | |
| Collection | Federal Register | |
| sudoc Class | AE 2.7: GS 4.107: AE 2.106: | |
| Publisher | Office of the Federal Register, National Archives and Records Administration | |
| Section | Notices | |
| FR Citation | 82 FR 4947 |
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