83 FR 2474 - Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Eliminate Transitional Rules That Have Expired Related to Compensation Committee Listing Standards
SECURITIES AND EXCHANGE COMMISSION Federal Register Volume 83, Issue 11 (January 17, 2018)
Federal Register Volume 83, Issue 11 (January 17, 2018)
| Page Range | 2474-2476 | |
| FR Document | 2018-00636 |
[Federal Register Volume 83, Number 11 (Wednesday, January 17, 2018)] [Notices] [Pages 2474-2476] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2018-00636] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Release No. 34-82481; File No. SR-NASDAQ-2017-133] Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Eliminate Transitional Rules That Have Expired Related to Compensation Committee Listing Standards January 10, 2018. 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 27, 2017, The Nasdaq Stock Market LLC (``Nasdaq'' or ``Exchange'') filed with the Securities and Exchange Commission (``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 [[Page 2475]] 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 eliminate transitional rules that have expired related to compensation committee listing standards. The text of the proposed rule change is available on the Exchange's website at http://nasdaq.cchwallstreet.com, at the principal office of the Exchange, 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 Nasdaq proposes to delete the introductory language to Rule 5605(d), Rule 5605(d)(6), Rule 5605A and IM-5605A-6, and part of Rule 5615 to remove transitional rules that are no longer applicable to any companies and references to those transitional rules. These transitional rules were adopted in 2013 in connection with changes to the compensation committee requirements.\3\ Those changes to the compensation committee requirements were fully phased in on October 31, 2014 and the transitional rules no longer apply to any listed company. --------------------------------------------------------------------------- \3\ Securities Exchange Act Release No. 68640 (January 11, 2013), 78 FR 4554 (January 22, 2013) (approving SR-NASDAQ-2012-109). --------------------------------------------------------------------------- 2. Statutory Basis The Exchange believes that its proposal is consistent with Section 6(b) of the Act,\4\ in general, and furthers the objectives of Section 6(b)(5) of the Act,\5\ in particular, in that it is designed to promote just and equitable principles of trade, 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. Nasdaq believes that it is in the public interest to eliminate the obsolete compensation committee requirements because the rules that replaced these provisions have been found to protect investors and the public interest \6\ and because eliminating these provisions, which were fully phased out in October 2014, will improve the readability of Nasdaq's rules. --------------------------------------------------------------------------- \4\ 15 U.S.C. 78f(b). \5\ 15 U.S.C. 78f(b)(5). \6\ See Securities Exchange Act Release No. 68640, supra. --------------------------------------------------------------------------- B. Self-Regulatory Organization's Statement on Burden on Competition The Exchange does not believe that the proposed rule change will impose any burden on competition not necessary or appropriate in furtherance of the purposes of the Act. Nasdaq does not believe the proposed rule change, which merely eliminates obsolete provisions and does not make any substantive change to Nasdaq's rules, will impose any burden, nor have any impact, on competition. 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 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)(iii) of the Act \7\ and subparagraph (f)(6) of Rule 19b-4 thereunder.\8\ --------------------------------------------------------------------------- \7\ 15 U.S.C. 78s(b)(3)(A)(iii). \8\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6) requires a self-regulatory organization to give the Commission written notice of its intent to file the proposed rule change at least five business days prior to the date of filing of the proposed rule change, or such shorter time as designated by the Commission. The Exchange has satisfied this requirement. --------------------------------------------------------------------------- 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-2017-133 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-2017-133. 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 website (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 website 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 the Exchange. All comments received will be posted without change. Persons submitting comments are cautioned that we do not redact or edit personal identifying information from comment submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR-NASDAQ-2017-133, and should be submitted on or before February 7, 2018. [[Page 2476]] For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.\9\ --------------------------------------------------------------------------- \9\ 17 CFR 200.30-3(a)(12). --------------------------------------------------------------------------- Eduardo A. Aleman, Assistant Secretary. [FR Doc. 2018-00636 Filed 1-16-18; 8:45 am] BILLING CODE 8011-01-P
![2474 Federal Register / Vol. 83, No. 11 / Wednesday, January 17, 2018 / Notices
assist Participants in managing and III. Date of Effectiveness of the change that are filed with the
controlling the risks associated with Proposed Rule Change and Timing for Commission, and all written
their access to and activity on the Commission Action communications relating to the
Exchange, both for the benefit of Because the foregoing proposed rule proposed rule change between the
Participants and investors. The change does not: (i) Significantly affect Commission and any person, other than
Exchange’s risk settings, moreover, are the protection of investors or the public those that may be withheld from the
consistent with risk settings employed interest; (ii) impose any significant public in accordance with the
by other exchanges, such as Cboe BYX. burden on competition; and (iii) become provisions of 5 U.S.C. 552, will be
Although the Exchange presently offers operative for 30 days from the date on available for website viewing and
these risk settings, codifying them will which it was filed, or such shorter time printing in the Commission’s Public
provide additional transparency to as the Commission may designate, it has Reference Room, 100 F Street NE,
Participants regarding the risk settings become effective pursuant to Section Washington, DC 20549, on official
19(b)(3)(A) of the Act 8 and Rule 19b– business days between the hours of
offered by the Exchange. It will also
4(f)(6) thereunder.9 10:00 a.m. and 3:00 p.m. Copies of the
foster cooperation and coordination
At any time within 60 days of the filing also will be available for
with persons engaged in facilitating inspection and copying at the principal
transactions in securities and more filing of the proposed rule change, the
Commission summarily may office of the Exchange. All comments
generally, will protect investors and the received will be posted without change.
public interest, by providing additional temporarily suspend such rule change if
it appears to the Commission that such Persons submitting comments are
transparency regarding risk settings cautioned that we do not redact or edit
action is necessary or appropriate in the
offered by the Exchange. personal identifying information from
public interest, for the protection of
B. Self-Regulatory Organization’s investors, or otherwise in furtherance of comment submissions. You should
Statement on Burden on Competition the purposes of the Act. submit only information that you wish
to make available publicly. All
The Exchange does not believe that IV. Solicitation of Comments submissions should refer to File
the proposed rule change will impose Interested persons are invited to Number SR–NASDAQ–2018–002 and
any burden on competition that is not submit written data, views, and should be submitted on or before
necessary or appropriate in furtherance arguments concerning the foregoing, February 7, 2018.
of the purposes of the Act, as amended. including whether the proposed rule For the Commission, by the Division of
The proposed rule change is not change is consistent with the Act. Trading and Markets, pursuant to delegated
designed to address any competitive Comments may be submitted by any of authority.10
issues and does not pose an undue the following methods: Eduardo A. Aleman,
burden on non-clearing members Electronic Comments Assistant Secretary.
because, unlike clearing members, non- [FR Doc. 2018–00634 Filed 1–16–18; 8:45 am]
• Use the Commission’s internet
clearing members do not guarantee the BILLING CODE 8011–01–P
comment form (http://www.sec.gov/
execution of a Participant’s transactions rules/sro.shtml); or
on the Exchange. Moreover, the • Send an email to rule-comments@
proposal to share risk settings with SECURITIES AND EXCHANGE
sec.gov. Please include File Number SR– COMMISSION
clearing members will not burden NASDAQ–2018–002 on the subject line.
competition among clearing members
because it will apply to all clearing Paper Comments [Release No. 34–82481; File No. SR–
members equally and regardless of size. • Send paper comments in triplicate NASDAQ–2017–133]
The Exchange notes that this proposal to Secretary, Securities and Exchange
Self-Regulatory Organizations; The
will not affect competition among Commission, 100 F Street NE,
Nasdaq Stock Market LLC; Notice of
Participants because the proposal Washington, DC 20549–1090.
Filing and Immediate Effectiveness of
provides for sharing of all of All submissions should refer to File Proposed Rule Change To Eliminate
Participants’ risk settings set forth in Number SR–NASDAQ–2018–002. This Transitional Rules That Have Expired
IM–6200–1. Any Participant that does file number should be included on the Related to Compensation Committee
not wish to share its risk settings with subject line if email is used. To help the Listing Standards
its clearing member could avoid sharing Commission process and review your
such settings by becoming a clearing comments more efficiently, please use January 10, 2018.
member. Lastly, the proposal to codify only one method. The Commission will Pursuant to Section 19(b)(1) of the
the Exchange’s risk settings will not post all comments on the Commission’s Securities Exchange Act of 1934
burden competition among Participants internet website (http://www.sec.gov/ (‘‘Act’’),1 and Rule 19b–4 thereunder,2
because the risk settings are already rules/sro.shtml). Copies of the notice is hereby given that on December
available to or required of Participants submission, all subsequent 27, 2017, The Nasdaq Stock Market LLC
amendments, all written statements (‘‘Nasdaq’’ or ‘‘Exchange’’) filed with the
and will continue to be available or
with respect to the proposed rule Securities and Exchange Commission
required of all Participants going
forward. 8 15
(‘‘Commission’’) the proposed rule
U.S.C. 78s(b)(3)(A).
change as described in Items I, II, and
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9 17 CFR 240.19b–4(f)(6). In addition, Rule 19b–
C. Self-Regulatory Organization’s III below, which Items have been
4(f)(6)(iii) requires a self-regulatory organization to
Statement on Comments on the give the Commission written notice of its intent to prepared by the Exchange. The
Proposed Rule Change Received From file the proposed rule change, along with a brief Commission is publishing this notice to
Members, Participants, or Others description and the text of the proposed rule
change, at least five business days prior to the date
10 17 CFR 200.30–3(a)(12).
No written comments were either of filing of the proposed rule change, or such
1 15 U.S.C. 78s(b)(1).
shorter time as designated by the Commission. The
solicited or received. Exchange has satisfied this requirement. 2 17 CFR 240.19b–4.
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For the Commission, by the Division of 2017. Applicants have agreed to file an Applicants’ Representations
Trading and Markets, pursuant to delegated amendment during the notice period,
authority.9 the substance of which is reflected in 1. Guardian is a Delaware stock life
Eduardo A. Aleman, this notice. insurance company licensed to conduct
Assistant Secretary. HEARING OR NOTIFICATION OF HEARING: insurance business in the District of
[FR Doc. 2018–00636 Filed 1–16–18; 8:45 am] An order granting the requested relief Columbia and all fifty states of the
BILLING CODE 8011–01–P will be issued unless the Commission United States. Guardian is wholly-
orders a hearing. Interested persons may owned by The Guardian Life Insurance
request a hearing by writing to the Company of America (‘‘Guardian Life’’),
SECURITIES AND EXCHANGE Secretary of the Commission and a mutual life insurance company.
COMMISSION serving the Applicants with a copy of 2. Each Separate Account meets the
[Investment Company Act Release No. the request, personally or by mail. definition of ‘‘separate account,’’ as
32967; File No. 812–14714] Hearing requests should be received by defined in section 2(a)(37) of the Act
the Commission by 5:30 p.m. on and rule 0–1(e) thereunder. The
The Guardian Insurance & Annuity February 6, 2018 and should be Separate Accounts are registered under
Company, Inc., et al. accompanied by proof of service on the the Act as unit investment trusts. The
January 10, 2018. Applicants in the form of an affidavit or, assets of the Separate Accounts support
AGENCY: Securities and Exchange for lawyers, a certificate of service. the Contracts and interests in the
Commission (‘‘Commission’’). Pursuant to rule 0–5 under the Act, Separate Accounts offered through such
hearing requests should state the nature Contracts. Guardian is the legal owner
ACTION: Notice.
of the writer’s interest, any facts bearing of the assets in the Separate Accounts.
Notice of application for an order upon the desirability of a hearing on the The Separate Accounts are segmented
approving the substitution of certain matter, the reason for the request, and into subaccounts, and each subaccount
securities pursuant to section 26(c) of the issues contested. Persons who wish invests in an underlying registered
the Investment Company Act of 1940, as to be notified of a hearing may request open-end management investment
amended (the ‘‘Act’’). notification by writing to the company or series thereof.
APPLICANTS: The Guardian Insurance & Commission’s Secretary.
3. The Contracts are each registered
Annuity Company, Inc., (‘‘Guardian’’), ADDRESSES: Secretary, Securities and
under the Securities Act of 1933, as
The Guardian Separate Account Q, and Exchange Commission, 100 F Street NE, amended (the ‘‘1933 Act’’) on Form N–
The Guardian Separate Account R (each, Washington, DC 20549–1090. 4. Each Contract has particular fees,
a ‘‘Separate Account’’ and together, the Applicants: Richard T. Potter, Senior charges, and investment options, as
‘‘Separate Accounts’’). Guardian and the Vice President, Counsel and Assistant described in the Contracts’ respective
Separate Accounts are referred to as the Corporate Secretary, The Guardian prospectuses.
‘‘Applicants.’’ Insurance & Annuity Company, Inc., 7
SUMMARY OF APPLICATION: Applicants Hanover Square, New York, New York 4. The Contracts are individual
seek an order pursuant to section 26(c) 10004. flexible or single premium deferred
of the Act, approving the substitution of FOR FURTHER INFORMATION CONTACT: variable annuity contracts. As set forth
shares issued by certain investment Laura J. Riegel, Senior Counsel, at (202) in the prospectuses for the Contracts,
portfolios of registered investment 551–6873, or Robert H. Shapiro, Branch each Contract provides that Guardian
companies (the ‘‘Existing Portfolios’’) Chief at (202) 551–6821 (Division of reserves the right to substitute shares of
for shares of certain investment Investment Management, Chief the funds in which the Separate
portfolios of Guardian Variable Products Counsel’s Office). Accounts invest for shares of any funds
Trust (the ‘‘Replacement Portfolios’’), SUPPLEMENTARY INFORMATION: The
already held or to be held in the future
held by the Separate Accounts to following is a summary of the by the Separate Accounts.1
support certain variable annuity application. The complete application 5. Guardian, on behalf of itself and the
contracts (the ‘‘Contracts’’). Guardian may be obtained via the Commission’s Separate Accounts, proposes to exercise
Variable Products Trust is referred to as website by searching for the file its contractual right to substitute shares
the ‘‘Trust.’’ number, or for an Applicant using the of the Existing Portfolios for shares of
FILING DATE: The application was filed Company name box, at http:// the Replacement Portfolios
on November 3, 2016 and was amended www.sec.gov.search/search.htm, or by (‘‘Substitutions’’), as shown in the table
on April 10, 2017 and September 18, calling (202) 551–8090. below:
Substitution No. Existing portfolio Replacement portfolio
1 ............................... Variable Portfolio Loomis Sayles Growth Fund (Class 2) .... Guardian Large Cap Disciplined Growth VIP Fund.
2 ............................... Fidelity VIP Contrafund Portfolio (Service Class 2) .............. Guardian Large Cap Disciplined Growth VIP Fund.
3 ............................... Fidelity VIP Growth Portfolio (Service Class 2) .................... Guardian Large Cap Disciplined Growth VIP Fund.
4 ............................... Alger Capital Appreciation Portfolio (Class S) ...................... Guardian Large Cap Fundamental Growth VIP Fund.
5 ............................... BlackRock Capital Appreciation V.I. Fund (Class III) ........... Guardian Large Cap Fundamental Growth VIP Fund.
6 ............................... Columbia Variable Portfolio Large Cap Growth Fund (Class Guardian Large Cap Fundamental Growth VIP Fund.
2).
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7 ............................... Invesco V.I. American Franchise Fund (Series II) ................ Guardian Large Cap Fundamental Growth VIP Fund.
8 ............................... MFS® Growth Series (Service Class) ................................... Guardian Large Cap Fundamental Growth VIP Fund.
9 17
CFR 200.30–3(a)(12). include investment restrictions that limit the transfer Contract value by reallocating all of his
1 Certain
Contracts make or made available available investment options to identified allocation Contract value to a different allocation model under
guaranteed living benefit riders (each, a ‘‘Living models consisting of a specified selection of the rider or, depending on the terms of the rider,
Benefit Rider’’ and collectively, the ‘‘Living Benefit investment options. A Contract owner with a Living by reallocating his Contract value within the
Riders’’). The terms of certain Living Benefit Riders Benefit Rider that has investment restrictions may parameters of the allocation model.
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Document Created: 2018-10-26 09:57:04
Document Modified: 2018-10-26 09:57:04
| 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 | 83 FR 2474 |
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