82 FR 51457 - Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Order Granting Approval of Proposed Rule Change, as Modified by Amendments No. 1 and 2, To List and Trade Shares of the Calvert Ultra-Short Duration Income NextSharesTM

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 82, Issue 213 (November 6, 2017)

Page Range		51457-51461
FR Document		2017-24047

Federal Register, Volume 82 Issue 213 (Monday, November 6, 2017)

[Federal Register Volume 82, Number 213 (Monday, November 6, 2017)]
[Notices]
[Pages 51457-51461]
From the Federal Register Online [www.thefederalregister.org]
[FR Doc No: 2017-24047]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-81987; File No. SR-NASDAQ-2017-091]

Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Order
Granting Approval of Proposed Rule Change, as Modified by Amendments
No. 1 and 2, To List and Trade Shares of the Calvert Ultra-Short
Duration Income NextSharesTM Under Nasdaq Rule 5745

October 31, 2017.

I. Introduction

On August 30, 2017, The NASDAQ Stock Market LLC (``Nasdaq'' or
``Exchange'') filed with the Securities and Exchange Commission
(``Commission''), pursuant to Section 19(b)(1) of the Securities
Exchange Act of 1934 (``Act'') \1\ and Rule 19b-4 thereunder,\2\ a
proposed rule change to list and trade common shares (``Shares'') of
the Calvert Ultra-Short Duration Income NextShares^TM
(``Fund'') under Nasdaq Rule 5745. The proposed rule change was
published for comment in the Federal Register on September 18, 2017.\3\
On September 15, 2017, the Exchange filed Amendment No. 1 to the
proposed rule change.\4\ On October 27, 2017, the Exchange filed
Amendment No. 2 to the proposed rule change.\5\ The Commission received
no comments on the proposed rule change. This order grants approval of
the proposed rule change, as modified by Amendments No. 1 and 2.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
\3\ See Securities Exchange Act Release No. 81591 (September 13,
2017), 82 FR 43611 (``Notice'').
\4\ Amendment No. 1 to the proposed rule change is a partial
amendment in which the Exchange clarifies that: (i) In the event
that (a) the Adviser registers as a broker-dealer or becomes newly
affiliated with a broker-dealer, or (b) any new adviser or a sub-
adviser to the Fund is a registered broker-dealer or becomes
affiliated with a broker-dealer, it will not just implement but also
maintain a fire wall with respect to its relevant personnel and/or
such broker-dealer affiliate, if applicable; and (ii) the Financial
Industry Regulatory Authority, Inc. (``FINRA''), on behalf of the
Exchange, will communicate as needed with, and may obtain
information from, other markets and entities that are members of the
Intermarket Surveillance Group (``ISG'') regarding trading in the
Shares, and in exchange-traded securities and instruments held by
the Fund (to the extent those exchange-traded securities and
instruments are known through the publication of the Composition
File and periodic public disclosures of the Fund's portfolio
holdings), and the Exchange may obtain such trading information from
markets and other entities that are members of ISG or with which the
Exchange has in place a comprehensive surveillance sharing
agreement. Amendment No. 1 is available at: https://www.sec.gov/comments/sr-nasdaq-2017-091/nasdaq2017091-2447435-161078.pdf.
Because Amendment No. 1 to the proposed rule change does not
materially alter the substance of the proposed rule change or raise
unique or novel regulatory issues, Amendment No. 1 is not subject to
notice and comment.
\5\ Amendment No. 2 to the proposed rule change is a partial
amendment in which the Exchange clarifies that the name of the Fund
will be Calvert Ultra-Short Duration Income NextShares. Amendment
No. 2 is available at: https://www.sec.gov/comments/sr-nasdaq-2017-091/nasdaq2017091-2656932-161387.pdf. Because Amendment No. 2 to the
proposed rule change does not materially alter the substance of the
proposed rule change or raise unique or novel regulatory issues,
Amendment No. 2 is not subject to notice and comment.
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II. Exchange's Description of the Proposed Rule Change

The Exchange proposes to list and trade the Shares of the Fund
under Nasdaq Rule 5745, which governs the listing and trading of
Exchange-Traded Managed Fund Shares, as defined in Nasdaq Rule
5745(c)(1). The Fund is a series of the Calvert Management Series
(``Trust''). The Exchange represents that the Trust is registered with
the Commission as an open-end investment company and that it has filed
a registration statement on Form N-1A

[[Page 51458]]

(``Registration Statement'') with the Commission with respect to the
Fund.\6\ Calvert Research and Management (``Adviser''), a wholly owned
subsidiary of Eaton Vance Management, will be the Adviser to the
Fund.\7\
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\6\ See Post-Effective Amendment No. 86 to the Registration
Statement on Form N-1A for CMS Trust dated July 20, 2017 (File Nos.
002-69565 and 811-03101).
\7\ According to the Exchange, the Commission has issued an
order granting Eaton Vance Management, Eaton Vance ETMF Trust, Eaton
Vance ETMF Trust II and certain affiliates exemptive relief under
the Investment Company Act of 1940 (``1940 Act''). See Investment
Company Act Release No. 31361 (December 2, 2014) (File No. 812-
14139) (``Order''). The Exchange states that the Adviser is a
wholly-owned subsidiary of Eaton Vance Management and may rely on
this exemptive order with respect to the Fund. In compliance with
Nasdaq Rule 5745(b)(5), which applies to Shares based on an
international or global portfolio, the application for the Order
states that the Fund will comply with the federal securities laws in
accepting securities for deposits and satisfying redemptions with
securities, including that the securities accepted for deposits and
the securities used to satisfy redemption requests are sold in
transactions that would be exempt from registration under the
Securities Act of 1933, as amended.
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Foreside Fund Services, LLC will be the principal underwriter and
distributor of the Fund's Shares. State Street Bank and Trust Company
will act as the accounting agent, custodian, and transfer agent to the
Fund. ICE Data Services will be the intraday indicative value (``IIV'')
calculator to the Fund.
The Exchange has made the following representations and statements
in describing the Fund.\8\ According to the Exchange, the Fund will be
actively managed and will pursue the principal investment strategies
described below.\9\
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\8\ The Commission notes that additional information regarding
the Trust, the Fund, and the Shares, including investment
strategies, risks, creation and redemption procedures, calculation
of net asset value (``NAV''), fees, distributions, and taxes, among
other things, can be found in the Notice, Amendments No. 1 and 2,
and the Registration Statement, as applicable. See supra notes 3-6,
respectively, and accompanying text.
\9\ According to the Exchange, additional information regarding
the Fund will be available on a free public Web site for the Fund
(www.calvert.com and/or www.nextshares.com) and in the Registration
Statement for the Fund.
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A. Principal Investment Strategies

The investment objective of the Fund is to seek to maximize income,
to the extent consistent with preservation of capital, through
investment in bonds and income-producing securities. The Fund will seek
to achieve its investment objective by investing, under normal
circumstances, at least 80% of its net assets (including borrowings for
investment purposes) in a portfolio of floating-rate debt securities
(e.g., corporate floating-rate securities) and debt securities with
durations of less than or equal to one year. The Fund will typically
invest at least 65% of its net assets in investment grade, U.S. dollar-
denominated debt securities, as assessed at the time of purchase. The
Fund will invest principally in bonds issued by U.S. corporations, the
U.S. Government or its agencies, and U.S. Government-sponsored
enterprises such as the Federal National Mortgage Association and the
Federal Home Loan Mortgage Corporation. The Fund may also invest up to
25% of its net assets in foreign debt securities.

B. Portfolio Disclosure and Composition File

Consistent with the disclosure requirements that apply to
traditional open-end investment companies, a complete list of the
Fund's current portfolio positions will be made available at least once
each calendar quarter, with a reporting lag of not more than 60 days.
The Fund may provide more frequent disclosures of portfolio positions
at its discretion.
As defined in Nasdaq Rule 5745(c)(3), the ``Composition File'' is
the specified portfolio of securities and/or cash that the Fund will
accept as a deposit in issuing a creation unit of Shares, and the
specified portfolio of securities and/or cash that the Fund will
deliver in a redemption of a creation unit of Shares. The Composition
File will be disseminated through the National Securities Clearing
Corporation once each business day before the open of trading in Shares
on that day and also will be made available to the public each day on a
free Web site.\10\ Because the Fund seeks to preserve the
confidentiality of its current portfolio trading program, the Fund's
Composition File generally will not be a pro rata reflection of the
Fund's investment positions. Each security included in the Composition
File will be a current holding of the Fund, but the Composition File
generally will not include all of the securities in the Fund's
portfolio or match the weightings of the included securities in the
portfolio. Securities that the Adviser is in the process of acquiring
for the Fund generally will not be represented in the Fund's
Composition File until the purchase has been completed. Similarly,
securities that are held in the Fund's portfolio but are in the process
of being sold may not be removed from its Composition File until the
sale is substantially completed. When creating and redeeming Shares in-
kind, the Fund will use cash amounts to supplement the in-kind
transactions to the extent necessary to ensure that creation units are
purchased and redeemed at NAV. The Composition File also may consist
entirely of cash, in which case it will not include any of the
securities in the Fund's portfolio.\11\
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\10\ The Exchange represents that the free public Web site
containing the Composition File will be at www.calvert.com and/or
www.nextshares.com.
\11\ In determining whether the Fund will issue or redeem
creation units entirely on a cash basis, the key consideration will
be the benefit that would accrue to the Fund and its investors.
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C. Intraday Indicative Value

An estimated value of an individual Share, defined in Nasdaq Rule
5745(c)(2) as the IIV, will be calculated and disseminated at intervals
of not more than 15 minutes throughout the Regular Market Session \12\
when Shares trade on the Exchange. The Exchange will obtain a
representation from the issuer of the Shares that the IIV will be
calculated on an intraday basis and provided to Nasdaq for
dissemination via the Nasdaq Global Index Service. The IIV will be
based on current information regarding the value of the securities and
other assets held by the Fund.\13\ The purpose of the IIV is to enable
investors to estimate the next-determined NAV so they can determine the
number of Shares to buy or sell if they want to transact in an
approximate dollar amount.\14\
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\12\ See Nasdaq Rule 4120(b)(4) (describing the three trading
sessions on the Exchange: (1) Pre-Market Session from 4:00 a.m. to
9:30 a.m. Eastern Time (``E.T.''); (2) Regular Market Session from
9:30 a.m. to 4:00 p.m. or 4:15 p.m. E.T.; and (3) Post-Market
Session from 4:00 p.m. or 4:15 p.m. to 8:00 p.m. E.T.
\13\ The IIV disseminated throughout each trading day would be
based on the same portfolio as used to calculate that day's NAV. The
Fund will reflect purchases and sales of portfolio positions in its
NAV the next business day after trades are executed.
\14\ In NAV-Based Trading (as referenced herein), prices of
executed trades are not determined until the reference NAV is
calculated, so buyers and sellers of Shares during the trading day
will not know the final value of their purchases and sales until the
end of the trading day. The Exchange represents that the
Registration Statement, Web site, and any advertising or marketing
materials will include prominent disclosure of this fact. The
Exchange states that although the IIV may provide useful estimates
of the value of intraday trades, they cannot be used to calculate
with precision the dollar value of the Shares to be bought or sold.
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D. NAV-Based Trading

Because Shares will be listed and traded on the Exchange, Shares
will be available for purchase and sale on an intraday basis. Shares
will be purchased and sold in the secondary market at prices directly
linked to the Fund's next-determined NAV using a trading protocol
called ``NAV-Based Trading.'' All bids, offers, and execution prices of
Shares will be expressed as a premium/discount (which may be zero) to
the

[[Page 51459]]

Fund's next-determined NAV (e.g., NAV-$0.01, NAV + $0.01).\15\ The
Fund's NAV will be determined each business day, normally as of 4:00
p.m. E.T. Trade executions will be binding at the time orders are
matched on Nasdaq's facilities, with the transaction prices contingent
upon the determination of NAV. Nasdaq represents that all Shares listed
on the Exchange will have a unique identifier associated with their
ticker symbol, which will indicate that the Shares are traded using
NAV-Based Trading.
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\15\ According to the Exchange, the premium or discount to NAV
at which Share prices are quoted and transactions are executed will
vary depending on market factors, including the balance of supply
and demand for Shares among investors, transaction fees, and other
costs in connection with creating and redeeming creation units of
Shares, the cost and availability of borrowing Shares, competition
among market makers, the Share inventory positions and inventory
strategies of market makers, the profitability requirements and
business objectives of market makers, and the volume of Share
trading.
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According to the Exchange, member firms will utilize certain
existing order types and interfaces to transmit Share bids and offers
to Nasdaq, which will process Share trades like trades in shares of
other listed securities.\16\ In the systems used to transmit and
process transactions in Shares, the Fund's next-determined NAV will be
represented by a proxy price (e.g., 100.00) and a premium/discount of a
stated amount to the next-determined NAV to be represented by the same
increment/decrement from the proxy price used to denote NAV (e.g., NAV-
$0.01 would be represented as 99.99; NAV + $0.01 as 100.01).
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\16\ According to the Exchange, all orders to buy or sell Shares
that are not executed on the day the order is submitted will be
automatically cancelled as of the close of trading on that day.
Prior to the commencement of trading in the Fund, the Exchange will
inform its members in an Information Circular of the effect of this
characteristic on existing order types.
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To avoid potential investor confusion, Nasdaq represents that it
will work with member firms and providers of market data services to
seek to ensure that representations of intraday bids, offers, and
execution prices of Shares that are made available to the investing
public follow the ``NAV-$0.01/NAV + $0.01'' (or similar) display
format. Specifically, the Exchange will use the NASDAQ Basic and NASDAQ
Last Sale data feeds to disseminate intraday price and quote data for
Shares in real time in the ``NAV-$0.01/NAV + $0.01'' (or similar)
display format. Member firms may use the NASDAQ Basic and NASDAQ Last
Sale data feeds to source intraday Share prices for presentation to the
investing public in the ``NAV-$0.01/NAV + $0.01'' (or similar) display
format.
Alternatively, member firms may source intraday Share prices in
proxy price format from the Consolidated Tape and other Nasdaq data
feeds (e.g., Nasdaq TotalView and Nasdaq Level 2) and use a simple
algorithm to convert prices into the ``NAV-$0.01/NAV + $0.01'' (or
similar) display format. Prior to the commencement of trading in the
Fund, the Exchange will inform its members in an Information Circular
of the identities of the specific Nasdaq data feeds from which intraday
Share prices in proxy price format may be obtained.

III. Discussion and Commission Findings

After careful review, the Commission finds that the Exchange's
proposal to list and trade the Shares is consistent with the Act and
the rules and regulations thereunder applicable to a national
securities exchange.\17\ In particular, the Commission finds that the
proposed rule change is consistent with Section 6(b)(5) of the Act,\18\
which requires, among other things, that the Exchange's rules be
designed to prevent fraudulent and manipulative acts and practices, to
promote just and equitable principles of trade, to foster cooperation
and coordination with persons engaged in facilitating transactions in
securities, to remove impediments to and perfect the mechanism of a
free and open market and a national market system, and, in general, to
protect investors and the public interest.
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\17\ In approving this proposed rule change, the Commission has
considered the proposed rule's impact on efficiency, competition,
and capital formation. See 15 U.S.C. 78c(f).
\18\ 15 U.S.C. 78f(b)(5).
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The Shares will be subject to Nasdaq Rule 5745, which sets forth
the initial and continued listing criteria applicable to Exchange-
Traded Managed Fund Shares. A minimum of 50,000 Shares and no less than
two creation units of the Fund will be outstanding at the commencement
of trading on the Exchange.
Nasdaq deems the Shares to be equity securities, thus rendering
trading in the Shares subject to Nasdaq's existing rules governing the
trading of equity securities. Every order to trade Shares of the Fund
is subject to the proxy price protection threshold of plus/minus $1.00,
which determines the lower and upper thresholds for the life of the
order and provides that the order will be cancelled at any point if it
exceeds $101.00 or falls below $99.00.\19\ With certain exceptions,
each order also must contain the applicable order attributes, including
routing instructions and time-in-force information, as described in
Nasdaq Rule 4703.\20\
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\19\ See Nasdaq Rule 5745(h).
\20\ See Nasdaq Rule 5745(b)(6).
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Nasdaq also represents that trading in the Shares will be subject
to the existing trading surveillances, administered by both Nasdaq and
FINRA on behalf of the Exchange, which are designed to detect
violations of Exchange rules and applicable federal securities
laws.\21\ The Exchange represents that these surveillance procedures
are adequate to properly monitor trading of Shares on the Exchange and
to deter and detect violations of Exchange rules and applicable federal
securities laws. FINRA, on behalf of the Exchange, will communicate as
needed with, and may obtain information from, other markets and
entities that are members of the ISG regarding trading in the Shares
and in exchange-traded securities and instruments held by the Fund (to
the extent those exchange-traded securities and instruments are known
through the publication of the Composition File and periodic public
disclosures of the Fund's portfolio holdings). In addition, the
Exchange may obtain information regarding trading in the Shares, and in
exchange-traded securities and instruments held by the Fund (to the
extent those exchange-traded securities and instruments are known
through the publication of the Composition File and periodic public
disclosures of the Fund's portfolio holdings), from markets and other
entities that are members of ISG or with which the Exchange has in
place a comprehensive surveillance sharing agreement. Moreover, FINRA,
on behalf of the Exchange, will be able to access, as needed, trade
information for certain fixed income securities held by the Fund
reported to FINRA's Trade Reporting and Compliance Engine.
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\21\ The Exchange states that FINRA provides surveillance of
trading on the Exchange pursuant to a regulatory services agreement
and that the Exchange is responsible for FINRA's performance under
this regulatory services agreement.
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Prior to the commencement of trading in the Fund, the Exchange will
inform its members in an Information Circular of the special
characteristics and risks associated with trading the Shares.
Specifically, the Information Circular will discuss the following: (a)
The procedures for purchases and redemptions of Shares in creation
units (and that Shares are not individually redeemable); (b) Nasdaq
Rule 2111A, which imposes suitability obligations on Nasdaq members
with respect to recommending transactions in the Shares to customers;
(c) how information regarding the IIV and Composition File is
disseminated; (d) the requirement that members deliver a

[[Page 51460]]

prospectus to investors purchasing Shares prior to or concurrently with
the confirmation of a transaction; and (e) information regarding NAV-
Based Trading protocols.
The Information Circular also will identify the specific Nasdaq
data feeds from which intraday Share prices in proxy price format may
be obtained. As noted above, all orders to buy or sell Shares that are
not executed on the day the order is submitted will be automatically
cancelled as of the close of trading on that day, and the Information
Circular will discuss the effect of this characteristic on existing
order types. In addition, Nasdaq intends to provide its members with a
detailed explanation of NAV-Based Trading through a Trading Alert
issued prior to the commencement of trading in Shares on the Exchange.
Nasdaq states that the Adviser is not a registered broker-dealer;
however, it is affiliated with a broker-dealer and has implemented and
will maintain a fire wall with respect to its affiliated broker-dealer
regarding access to information concerning the composition of, and/or
changes to, the Fund's portfolio.\22\ In addition, personnel who make
decisions on the Fund's portfolio composition must be subject to
procedures designed to prevent the use and dissemination of material,
non-public information regarding the open-end fund's portfolio. The
Reporting Authority \23\ will implement and maintain, or ensure that
the Composition File will be subject to, procedures designed to prevent
the use and dissemination of material non-public information regarding
the Fund's portfolio positions and changes in the positions. In the
event that (a) the Adviser registers as a broker-dealer or becomes
newly affiliated with a broker-dealer, or (b) any new adviser or sub-
adviser to the Fund is a registered broker-dealer or becomes affiliated
with a broker-dealer, it will implement and maintain a fire wall with
respect to its relevant personnel and/or such broker-dealer affiliate,
as the case may be, regarding access to information concerning the
composition of, and/or changes to, the Fund's portfolio, and will be
subject to procedures designed to prevent the use and dissemination of
material non-public information regarding the portfolio.
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\22\ See Amendment No. 1, supra note 4. The Exchange further
represents that an investment adviser to an open-end fund is
required to be registered under the Investment Advisers Act of 1940
(``Advisers Act''). As a result, the Adviser and its related
personnel are subject to the provisions of Rule 204A-1 under the
Advisers Act relating to codes of ethics. This Rule requires
investment advisers to adopt a code of ethics that reflects the
fiduciary nature of the relationship to clients as well as
compliance with other applicable securities laws. Accordingly,
procedures designed to prevent the communication and misuse of non-
public information by an investment adviser must be consistent with
Rule 204A-1 under the Advisers Act. In addition, Rule 206(4)-7 under
the Advisers Act makes it unlawful for an investment adviser to
provide investment advice to clients unless such investment adviser
has: (i) Adopted and implemented written policies and procedures
reasonably designed to prevent violation, by the investment adviser
and its supervised persons, of the Advisers Act and the Commission
rules adopted thereunder; (ii) implemented, at a minimum, an annual
review regarding the adequacy of the policies and procedures
established pursuant to subparagraph (i) above and the effectiveness
of their implementation; and (iii) designated an individual (who is
a supervised person) responsible for administering the policies and
procedures adopted under subparagraph (i) above.
\23\ See Nasdaq Rule 5745(c)(4).
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The Commission finds that the proposal to list and trade the Shares
on the Exchange is consistent with Section 11A(a)(1)(C)(iii) of the
Act,\24\ which sets forth Congress' finding that it is in the public
interest and appropriate for the protection of investors and the
maintenance of fair and orderly markets to assure the availability to
brokers, dealers, and investors of information with respect to
quotations for, and transactions in, securities. Information regarding
NAV-based trading prices, best bids and offers for Shares, and volume
of Shares traded will be continuously available on a real-time basis
throughout each trading day on brokers' computer screens and other
electronic services. All bids and offers for Shares and all Share trade
executions will be reported intraday in real time by the Exchange to
the Consolidated Tape \25\ and separately disseminated to member firms
and market data services through the Exchange data feeds.
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\24\ 15 U.S.C. 78k-1(a)(1)(C)(iii).
\25\ Due to systems limitations, the Consolidated Tape will
report intraday execution prices and quotes for Shares using a proxy
price format. Nasdaq has represented that it will separately report
real-time execution prices and quotes to member firms and providers
of market data services in the ``NAV-$0.01/NAV + $0.01'' (or
similar) display format, and will otherwise seek to ensure that
representations of intraday bids, offers and execution prices for
Shares that are made available to the investing public follow the
same display format.
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The Commission notes that once a Fund's daily NAV has been
calculated and disseminated, Nasdaq will price each Share trade entered
into during the day at the Fund's NAV plus/minus the trade's executed
premium/discount. Using the final trade price, each executed Share
trade will then be disseminated to member firms and market data
services via a File Transfer Protocol (``FTP'') file \26\ that will be
created for exchange-traded managed funds and will be confirmed to the
member firms participating in the trade to supplement the previously
provided information with final pricing.
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\26\ According to Nasdaq, FTP is a standard network protocol
used to transfer computer files on the Internet. Nasdaq will arrange
for the daily dissemination of an FTP file with executed Share
trades to member firms and market data services.
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The Exchange will obtain a representation from the issuer of the
Shares that the NAV per Share will be calculated daily (on each
business day that the New York Stock Exchange is open for trading) and
provided to Nasdaq via the Mutual Fund Quotation Service (``MFQS'') by
the fund accounting agent. As soon as the NAV is entered into the MFQS,
Nasdaq will disseminate the NAV to market participants and market data
vendors via the Mutual Fund Dissemination Service so that all firms
will receive the NAV per share at the same time.
The Exchange further represents that it may consider all relevant
factors in exercising its discretion to halt or suspend trading in the
Shares. The Exchange will halt trading in the Shares under the
conditions specified in Nasdaq Rule 4120 and in Nasdaq Rule
5745(d)(2)(C). Additionally, the Exchange may cease trading the Shares
if other unusual conditions or circumstances exist that, in the opinion
of the Exchange, make further dealings on the Exchange detrimental to
the maintenance of a fair and orderly market. To manage the risk of a
non-regulatory Share trading halt, Nasdaq has in place back-up
processes and procedures to ensure orderly trading. Prior to the
commencement of market trading in the Shares, the Fund will be required
to establish and maintain a public Web site through which its current
prospectus may be downloaded.\27\ The Web site will include additional
information concerning the Fund updated on a daily basis, including the
prior business day's NAV, and the following trading information for
that business day expressed as premiums/discounts to NAV: (a) Intraday
high, low, average, and closing prices of Shares in Exchange trading;
(b) the midpoint of the highest bid and lowest offer prices as of the
close of Exchange trading, expressed as a premium/discount to NAV
(``Closing Bid/Ask Midpoint''); and (c) the spread between highest bid
and lowest offer prices as of the close of Exchange trading (``Closing
Bid/Ask Spread.''). The Web site will also contain charts showing the
frequency distribution and range of values of

[[Page 51461]]

trading prices, Closing Bid/Ask Midpoints, and Closing Bid/Ask Spreads
over time.
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\27\ The Exchange represents that the Web site containing this
information will be www.calvert.com.
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The Exchange represents that all statements and representations
made in the filing regarding: (a) The description of the portfolio or
reference assets, (b) limitations on portfolio holdings or reference
assets, (c) dissemination and availability of the reference asset or
IIV, or (d) the applicability of Exchange listing rules shall
constitute continued listing requirements for listing the Shares on the
Exchange. The issuer has represented to the Exchange that it will
advise the Exchange of any failure by the Fund to comply with the
continued listing requirements, and, pursuant to its obligations under
Section 19(g)(1) of the Act, the Exchange will monitor for compliance
with the continued listing requirements.\28\ If the Fund is not in
compliance with the applicable listing requirements, the Exchange will
commence delisting procedures for the Fund under the Nasdaq 5800
Series.
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\28\ The Commission notes that certain other proposals for the
listing and trading of Managed Fund Shares include a representation
that the exchange will ``surveil'' for compliance with the continued
listing requirements. See, e.g., Securities Exchange Act Release No.
78005 (Jun. 7, 2016), 81 FR 38247 (Jun. 13, 2016) (SR-BATS-2015-
100). In the context of this representation, it is the Commission's
view that ``monitor'' and ``surveil'' both mean ongoing oversight of
a fund's compliance with the continued listing requirements.
Therefore, the Commission does not view ``monitor'' as a more or
less stringent obligation than ``surveil'' with respect to the
continued listing requirements.
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This approval order is based on all of the Exchange's
representations, including those set forth above, in the Notice, and
Amendments No. 1 and 2,\29\ and the Exchange's description of the Fund.
In particular, the Commission notes that, although the Shares will be
available for purchase and sale on an intraday basis, the Shares will
be purchased and sold at prices directly linked to the Fund's next-
determined NAV. Further, the Commission notes that the Fund and the
Shares must comply with the requirements of Nasdaq Rule 5745 and the
conditions set forth in this proposed rule change to be listed and
traded on the Exchange on an initial and continuing basis.
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\29\ See supra notes 4 and 5.
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For the foregoing reasons, the Commission finds that the proposed
rule change, as modified by Amendments No. 1 and 2, is consistent with
Section 6(b)(5) \30\ and Section 11A(a)(1)(C)(iii)of the Act,\31\ and
the rules and regulations thereunder applicable to a national
securities exchange.
---------------------------------------------------------------------------

\30\ 15 U.S.C. 78f(b)(5).
\31\ 15 U.S.C. 78k-1(a)(1)(C)(iii).
---------------------------------------------------------------------------

IV. Conclusion

It is therefore ordered, pursuant to Section 19(b)(2) of the
Act,\32\ that the proposed rule change (SR-NASDAQ-2017-091), as
modified by Amendments No. 1 and 2, be, and it hereby is, approved.
---------------------------------------------------------------------------

\32\ 15 U.S.C. 78s(b)(2).

For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\33\
---------------------------------------------------------------------------

\33\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-24047 Filed 11-3-17; 8:45 am]
BILLING CODE 8011-01-P

Federal Register / Vol. 82, No. 213 / Monday, November 6, 2017 / Notices 51457

of investors and the public interest. The amendments, all written statements of the Calvert Ultra-Short Duration
Exchange has asked the Commission to with respect to the proposed rule Income NextSharesTM (‘‘Fund’’) under
waive the 30-day operative delay. The change that are filed with the Nasdaq Rule 5745. The proposed rule
Commission believes that waiver of the Commission, and all written change was published for comment in
operative delay is consistent with the communications relating to the the Federal Register on September 18,
protection of investors and the public proposed rule change between the 2017.3 On September 15, 2017, the
interest because the Exchange’s Commission and any person, other than Exchange filed Amendment No. 1 to the
proposed rule change is substantially those that may be withheld from the proposed rule change.4 On October 27,
similar to a provision to another self- public in accordance with the 2017, the Exchange filed Amendment
regulatory organization’s rules,17 and provisions of 5 U.S.C. 552, will be No. 2 to the proposed rule change.5 The
the Exchange’s proposal does not raise available for Web site viewing and Commission received no comments on
any new or novel issues. Accordingly, printing in the Commission’s Public the proposed rule change. This order
the Commission hereby waives the 30- Reference Room, 100 F Street NE., grants approval of the proposed rule
day operative delay requirement and Washington, DC 20549, on official change, as modified by Amendments
designates the proposed rule change as business days between the hours of No. 1 and 2.
operative upon filing.18 10:00 a.m. and 3:00 p.m. Copies of the
At any time within 60 days of the II. Exchange’s Description of the
filing also will be available for
filing of the proposed rule change, the Proposed Rule Change
inspection and copying at the principal
Commission summarily may office of the Exchange. All comments The Exchange proposes to list and
temporarily suspend such rule change if received will be posted without change. trade the Shares of the Fund under
it appears to the Commission that such Persons submitting comments are Nasdaq Rule 5745, which governs the
action is necessary or appropriate in the cautioned that we do not redact or edit listing and trading of Exchange-Traded
public interest, for the protection of personal identifying information from Managed Fund Shares, as defined in
investors, or otherwise in furtherance of comment submissions. You should Nasdaq Rule 5745(c)(1). The Fund is a
the purposes of the Act. If the submit only information that you wish series of the Calvert Management Series
Commission takes such action, the to make available publicly. All (‘‘Trust’’). The Exchange represents that
Commission shall institute proceedings submissions should refer to File the Trust is registered with the
to determine whether the proposed rule Number SR–IEX–2017–38, and should Commission as an open-end investment
should be approved or disapproved. be submitted on or before November 27, company and that it has filed a
2017. registration statement on Form N–1A
IV. Solicitation of Comments
For the Commission, by the Division of
Interested persons are invited to Trading and Markets, pursuant to delegated
3 See Securities Exchange Act Release No. 81591

submit written data, views, and (September 13, 2017), 82 FR 43611 (‘‘Notice’’).
authority.19 4 Amendment No. 1 to the proposed rule change
arguments concerning the foregoing, Eduardo A. Aleman, is a partial amendment in which the Exchange
including whether the proposed rule clarifies that: (i) In the event that (a) the Adviser
Assistant Secretary.
change is consistent with the Act. registers as a broker-dealer or becomes newly
[FR Doc. 2017–24048 Filed 11–3–17; 8:45 am] affiliated with a broker-dealer, or (b) any new
Comments may be submitted by any of
BILLING CODE 8011–01–P adviser or a sub-adviser to the Fund is a registered
the following methods: broker-dealer or becomes affiliated with a broker-
Electronic Comments dealer, it will not just implement but also maintain
a fire wall with respect to its relevant personnel
• Use the Commission’s Internet SECURITIES AND EXCHANGE and/or such broker-dealer affiliate, if applicable;
comment form (http://www.sec.gov/ COMMISSION and (ii) the Financial Industry Regulatory
Authority, Inc. (‘‘FINRA’’), on behalf of the
rules/sro.shtml); or [Release No. 34–81987; File No. SR– Exchange, will communicate as needed with, and
• Send an email to rule-comments@ NASDAQ–2017–091] may obtain information from, other markets and
sec.gov. Please include File Number SR– entities that are members of the Intermarket
IEX–2017–38 on the subject line. Self-Regulatory Organizations; The Surveillance Group (‘‘ISG’’) regarding trading in the
NASDAQ Stock Market LLC; Order Shares, and in exchange-traded securities and
Paper Comments Granting Approval of Proposed Rule
instruments held by the Fund (to the extent those
exchange-traded securities and instruments are
• Send paper comments in triplicate Change, as Modified by Amendments known through the publication of the Composition
to Secretary, Securities and Exchange No. 1 and 2, To List and Trade Shares File and periodic public disclosures of the Fund’s
Commission, 100 F Street NE., of the Calvert Ultra-Short Duration portfolio holdings), and the Exchange may obtain
such trading information from markets and other
Washington, DC 20549–1090. Income NextSharesTM Under Nasdaq entities that are members of ISG or with which the
All submissions should refer to File Rule 5745 Exchange has in place a comprehensive
Number SR–IEX–2017–38. This file surveillance sharing agreement. Amendment No. 1
October 31, 2017. is available at: https://www.sec.gov/comments/sr-
number should be included on the nasdaq-2017-091/nasdaq2017091-2447435-
subject line if email is used. To help the I. Introduction 161078.pdf. Because Amendment No. 1 to the
Commission process and review your On August 30, 2017, The NASDAQ proposed rule change does not materially alter the
comments more efficiently, please use substance of the proposed rule change or raise
Stock Market LLC (‘‘Nasdaq’’ or unique or novel regulatory issues, Amendment No.
only one method. The Commission will ‘‘Exchange’’) filed with the Securities 1 is not subject to notice and comment.
post all comments on the Commission’s and Exchange Commission 5 Amendment No. 2 to the proposed rule change

Internet Web site (http://www.sec.gov/ (‘‘Commission’’), pursuant to Section is a partial amendment in which the Exchange
Pmangrum on DSK3GDR082PROD with NOTICES

rules/sro.shtml). Copies of the clarifies that the name of the Fund will be Calvert
19(b)(1) of the Securities Exchange Act Ultra-Short Duration Income NextShares.
submission, all subsequent of 1934 (‘‘Act’’) 1 and Rule 19b–4 Amendment No. 2 is available at: https://
thereunder,2 a proposed rule change to www.sec.gov/comments/sr-nasdaq-2017-091/
17 See NYSE Arca Rule 7.4–E.
list and trade common shares (‘‘Shares’’) nasdaq2017091-2656932-161387.pdf. Because
18 For purposes only of waiving the 30-day Amendment No. 2 to the proposed rule change does
operative delay, the Commission has also not materially alter the substance of the proposed
19 17 CFR 200.30–3(a)(12).
considered the proposed rule’s impact on rule change or raise unique or novel regulatory
1 15 U.S.C. 78s(b)(1).
efficiency, competition, and capital formation. See issues, Amendment No. 2 is not subject to notice
15 U.S.C. 78c(f). 2 17 CFR 240.19b–4. and comment.

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Document Created: 2017-11-07 10:30:19
Document Modified: 2017-11-07 10:30:19

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 51457