82 FR 8645 - Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Relating to the Listing and Trading of the Shares of the Gabelli All Cap NextShares of the Gabelli NextShares Trust

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 82, Issue 17 (January 27, 2017)

Page Range		8645-8646
FR Document		2017-01832

Federal Register, Volume 82 Issue 17 (Friday, January 27, 2017)

[Federal Register Volume 82, Number 17 (Friday, January 27, 2017)]
[Notices]
[Pages 8645-8646]
From the Federal Register Online [www.thefederalregister.org]
[FR Doc No: 2017-01832]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-79862; File No. SR-NASDAQ-2017-003]

Self-Regulatory Organizations; The NASDAQ Stock Market LLC;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change
Relating to the Listing and Trading of the Shares of the Gabelli All
Cap NextShares of the Gabelli NextShares Trust

January 23, 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 January 9, 2017, 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 and II below, which Items have been prepared by Nasdaq. 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 proposes a proposed rule change with respect to the Gabelli
All Cap NextShares (the ``Fund''), a series of Gabelli NextShares Trust
(the ``Trust'').
The proposed rule change is being filed to reflect a proposed
revision to the Fund's name and modify its proposed investments (which
are set forth in an order previously granted by the Commission \3\).
All capitalized terms referenced but not defined herein have the same
meaning as in the Prior Release.
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\3\ See Securities Exchange Act Release No. 34-79082 (October
11, 2016), 81 FR 71549 (October 17, 2016) (SR-NASDAQ-2016-134) (the
``Prior Notice''); see also Securities Exchange Act Release No. 34-
79377 (November 22, 2016), 81 FR 86056 (November 29, 2016) (SR-
NASDAQ-2016-134) (the ``Prior Order,'' and, together with the Prior
Notice, the ``Prior Release''). Except for the changes discussed
herein, all other facts presented and representations made in the
Prior Release with respect to the Fund remain unchanged and in full
effect.
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The text of the proposed rule change is available at http://nasdaq.cchwallstreet.com/, at Nasdaq's 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, 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
The shares of the Fund will be offered by the Trust. The Trust is
registered with the Commission as an open-end investment company and
has filed a registration statement on Form N-1A (``Registration
Statement'') with the Commission.\4\ The Fund is a series of the Trust.
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\4\ See Registration Statement on Form N-1A for the Gabelli
NextShares Trust dated November 17, 2016 (File Nos. 333-211881 and
811-23160).
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The Commission previously approved the listing and trading on the
Exchange of the shares of the Fund under Nasdaq Rule 5745, which
governs the listing and trading of NextShares\TM\ on the Exchange.\5\
The shares of the Fund have not commenced trading on the Exchange.
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\5\ The Commission approved Nasdaq Rule 5745 in Securities
Exchange Act Release No. 34-73562 (November 7, 2014), 79 FR 68309
(November 14, 2014) (SR-NASDAQ-2014-020).
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In this proposed rule change, the Exchange proposes to change the
Fund's name and modify its proposed investments.\6\ As stated in the
Prior Release, the Fund is named Gabelli All Cap NextShares and, under
normal market conditions, will invest at least 80% of its net assets
plus borrowings for investment purposes in common stocks and preferred
stocks of companies of all capitalization ranges that are listed on a
recognized securities exchange or similar market. The Fund may also

[[Page 8646]]

invest in common and preferred securities of foreign issuers.
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\6\ The changes described herein will be reflected in a revised
prospectus and statement of additional information for the Fund to
be filed with the Commission. The changes described herein will not
be implemented until such proposed rule change is declared
operative.
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As proposed, the Fund will be renamed Gabelli Food of All Nations
NextShares and, under normal market conditions, will invest at least
80% of its net assets, plus borrowings for investment purposes, in
common stocks and preferred stocks of domestic and foreign companies of
all capitalization ranges in the food and beverages industries.
Beyond the changes described above, there are no changes to any
other information included in the Prior Release; and all other facts
presented and representations made in the Prior Release remain true and
in effect. The Trust confirms that the Fund will continue to comply
with all initial and continued listing requirements under Nasdaq Rule
5745.
2. Statutory Basis
The Exchange believes that the proposal is consistent with Section
6(b) of the Act, in general, and Section 6(b)(5) of the Act, in
particular, in that it is designed to prevent fraudulent and
manipulative acts and practices, to promote just and equitable
principles of trade, to foster cooperation and coordination with
persons engaged in facilitating transactions in securities, and to
remove impediments to and perfect the mechanism of a free and open
market and in general, to protect investors and the public interest.
The Fund will continue to comply with all the initial and continued
listing requirements under Nasdaq Rule 5745.
The Exchange believes that the proposed rule change to change the
Fund's name and to modify its proposed investments does not alter any
of the arguments contained in the Prior Release in support of the
original approval order that permitted the listing and trading of
shares of the Fund and all other representations made in the Prior
Release remain unchanged. The Exchange believes this proposed rule
change is consistent with the Exchange's efforts to protect investors
and the public interest through the disclosure of updated and correct
information regarding the Fund.
For the above reasons, Nasdaq believes the proposed rule change is
consistent with the requirements of Section 6(b)(5) of the Act.

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

The Exchange does not believe that the proposed rule change will
result in any burden on competition that is not necessary or
appropriate in furtherance of the purposes of the Act. In fact, the
Exchange believes that the introduction of the Fund will promote
competition by making available to investors an actively managed
investment strategy in a structure that offers the cost and tax
efficiencies and shareholder protections of ETFs, while removing the
requirement for daily portfolio holdings disclosure to ensure a tight
relationship between market trading prices and NAV.
Moreover, the Exchange believes that the proposed method of trading
in NextShares will provide investors with transparency of trading
costs, and the ability to control trading costs using limit orders,
that is not available for conventionally traded ETFs.
These developments could significantly enhance competition to the
benefit of the markets and investors.

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

Because the foregoing proposed rule change does not: (i)
Significantly affect the protection of investors or the public
interest; (ii) impose any significant burden on competition; and (iii)
become operative for 30 days from the date on which it was filed, or
such shorter time as the Commission may designate, it has become
effective pursuant to Section 19(b)(3)(A) \7\ of the Act and Rule 19b-
4(f)(6) thereunder.\8\
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\7\ 15 U.S.C. 78s(b)(3)(A).
\8\ 17 CFR 240.19b-4(f)(6).
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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. If the Commission
takes such action, the Commission will 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 Comments

Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
Send an email to rule-comments@sec.gov. Please include
File Number SR-NASDAQ-2017-003 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-2017-003. This
file number should be included in 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 office of Nasdaq. 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-2017-003 and should be submitted
on or before February 17, 2017.
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\9\ 17 CFR 200.30-3(a)(12).

For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\9\
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-01832 Filed 1-26-17; 8:45 am]
BILLING CODE 8011-01-P

Federal Register / Vol. 82, No. 17 / Friday, January 27, 2017 / Notices 8645

amendments to Rule 200(g) and Rule sec.gov. Comments must be submitted to nasdaq.cchwallstreet.com/, at Nasdaq’s
200(g)(2) do not contain any new record OMB within 30 days of this notice. principal office, and at the
retention requirements. All registered Dated: January 17, 2017. Commission’s Public Reference Room.
broker-dealers that are subject to the Eduardo A. Aleman, II. Self-Regulatory Organization’s
amendments are currently required to
Assistant Secretary. Statement of the Purpose of, and
retain records in accordance with Rule
17a–4(e)(7) under the Exchange Act. [FR Doc. 2017–01827 Filed 1–26–17; 8:45 am] Statutory Basis for, the Proposed Rule
Compliance with Rule 201 and Rule BILLING CODE 8011–01–P Change
200(g) is mandatory. We expect that the In its filing with the Commission, the
information collected pursuant to Rule Exchange included statements
201’s required policies and procedures SECURITIES AND EXCHANGE
COMMISSION concerning the purpose of and basis for
for trading centers will be the proposed rule change and discussed
communicated to the members, [Release No. 34–79862; File No. SR– any comments it received on the
subscribers, and employees (as NASDAQ–2017–003]
proposed rule change. The text of these
applicable) of all trading centers. In statements may be examined at the
addition, the information collected Self-Regulatory Organizations; The
NASDAQ Stock Market LLC; Notice of places specified in Item IV below. The
pursuant to Rule 201’s required policies Exchange has prepared summaries, set
and procedures for trading centers will Filing and Immediate Effectiveness of
Proposed Rule Change Relating to the forth in sections A, B, and C below, of
be retained by the trading centers and the most significant aspects of such
will be available to the Commission and Listing and Trading of the Shares of
the Gabelli All Cap NextShares of the statements.
SRO examiners upon request, but not
subject to public availability. The Gabelli NextShares Trust A. Self-Regulatory Organization’s
information collected pursuant to Rule January 23, 2017. Statement of the Purpose of, and
201’s broker-dealer provision and the Pursuant to Section 19(b)(1) of the Statutory Basis for, the Proposed Rule
riskless principal exception will be Securities Exchange Act of 1934 Change
retained by the broker-dealers and will (‘‘Act’’),1 and Rule 19b–4 thereunder,2 1. Purpose
be available to the Commission and SRO notice is hereby given that on January 9,
examiners upon request, but not subject 2017, The NASDAQ Stock Market LLC The shares of the Fund will be offered
to public availability. The information (‘‘Nasdaq’’ or ‘‘Exchange’’) filed with the by the Trust. The Trust is registered
collected pursuant to the ‘‘short Securities and Exchange Commission with the Commission as an open-end
exempt’’ marking requirements in Rule (‘‘SEC’’ or ‘‘Commission’’) the proposed investment company and has filed a
200(g) and Rule 200(g)(2) will be rule change as described in Items I and registration statement on Form N–1A
submitted to trading centers and will be II below, which Items have been (‘‘Registration Statement’’) with the
available to the Commission and SRO prepared by Nasdaq. The Commission is Commission.4 The Fund is a series of
examiners upon request. The publishing this notice to solicit the Trust.
information collected pursuant to the comments on the proposed rule change The Commission previously approved
‘‘short exempt’’ marking requirement from interested persons. the listing and trading on the Exchange
may be publicly available because it
I. Self-Regulatory Organization’s of the shares of the Fund under Nasdaq
may be published, in a form that would
Statement of the Terms of Substance of Rule 5745, which governs the listing
not identify individual broker-dealers,
the Proposed Rule Change and trading of NextSharesTM on the
by SROs that publish on their Web sites
Exchange.5 The shares of the Fund have
aggregate short selling volume data in Nasdaq proposes a proposed rule not commenced trading on the
each individual equity security for that change with respect to the Gabelli All Exchange.
day and, on a one-month delayed basis, Cap NextShares (the ‘‘Fund’’), a series of
information regarding individual short In this proposed rule change, the
Gabelli NextShares Trust (the ‘‘Trust’’).
sale transactions in all exchange-listed The proposed rule change is being Exchange proposes to change the Fund’s
equity securities. filed to reflect a proposed revision to the name and modify its proposed
An agency may not conduct or Fund’s name and modify its proposed investments.6 As stated in the Prior
sponsor, and a person is not required to investments (which are set forth in an Release, the Fund is named Gabelli All
respond to, a collection of information order previously granted by the Cap NextShares and, under normal
under the PRA unless it displays a Commission 3). All capitalized terms market conditions, will invest at least
currently valid OMB control number. referenced but not defined herein have 80% of its net assets plus borrowings for
The public may view background investment purposes in common stocks
the same meaning as in the Prior
documentation for this information and preferred stocks of companies of all
Release.
collection at the following Web site, The text of the proposed rule change capitalization ranges that are listed on a
www.reginfo.gov. Comments should be is available at http:// recognized securities exchange or
directed to: (i) Desk Officer for the similar market. The Fund may also
Securities and Exchange Commission, 1 15 U.S.C. 78s(b)(1).
Office of Information and Regulatory 2 17 CFR 240.19b–4. 4 See Registration Statement on Form N–1A for

Affairs, Office of Management and 3 See Securities Exchange Act Release No. 34– the Gabelli NextShares Trust dated November 17,
Budget, Room 10102, New Executive 79082 (October 11, 2016), 81 FR 71549 (October 17, 2016 (File Nos. 333–211881 and 811–23160).
5 The Commission approved Nasdaq Rule 5745 in
Office Building, Washington, DC 20503, 2016) (SR–NASDAQ–2016–134) (the ‘‘Prior
jstallworth on DSK7TPTVN1PROD with NOTICES

Notice’’); see also Securities Exchange Act Release Securities Exchange Act Release No. 34–73562
or by sending an email to: Shagufta_ No. 34–79377 (November 22, 2016), 81 FR 86056 (November 7, 2014), 79 FR 68309 (November 14,
Ahmed@omb.eop.gov; and (ii) Pamela (November 29, 2016) (SR–NASDAQ–2016–134) (the 2014) (SR–NASDAQ–2014–020).
Dyson, Director/Chief Information ‘‘Prior Order,’’ and, together with the Prior Notice, 6 The changes described herein will be reflected

Officer, Securities and Exchange the ‘‘Prior Release’’). Except for the changes in a revised prospectus and statement of additional
discussed herein, all other facts presented and information for the Fund to be filed with the
Commission, c/o Remi Pavlik-Simon, representations made in the Prior Release with Commission. The changes described herein will not
100 F Street NE., Washington, DC 20549 respect to the Fund remain unchanged and in full be implemented until such proposed rule change is
or send an email to: PRA_Mailbox@ effect. declared operative.

VerDate Sep<11>2014 13:58 Jan 26, 2017 Jkt 241001 PO 00000 Frm 00047 Fmt 4703 Sfmt 4703 E:\FR\FM\27JAN1.SGM 27JAN1

Document Created: 2017-01-27 00:11:14
Document Modified: 2017-01-27 00:11:14

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 8645