83_FR_32295 83 FR 32162 - Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of Filing of a Proposed Rule Change To Amend BZX Rule 14.8, General Listings Requirements-Tier I

83 FR 32162 - Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of Filing of a Proposed Rule Change To Amend BZX Rule 14.8, General Listings Requirements-Tier I

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 83, Issue 133 (July 11, 2018)

Page Range32162-32164
FR Document2018-14788

Federal Register, Volume 83 Issue 133 (Wednesday, July 11, 2018)
[Federal Register Volume 83, Number 133 (Wednesday, July 11, 2018)]
[Notices]
[Pages 32162-32164]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2018-14788]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-83596; File No. SR-CboeBZX-2018-047]


Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of 
Filing of a Proposed Rule Change To Amend BZX Rule 14.8, General 
Listings Requirements--Tier I

July 5, 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 June 21, 2018, Cboe BZX Exchange, Inc. (``Exchange'' or ``BZX'') 
filed with the Securities and Exchange Commission (``Commission'') the 
proposed rule change as described in Items I and II below, which Items 
have been prepared by the Exchange. The Commission is publishing this 
notice to solicit comments on the proposed rule change from interested 
persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange filed a proposal to amend the listing rules under Rule 
14.8, titled ``General Listing Requirements--Tier I,'' in order to 
adopt listing standards for closed-end funds.
    The text of the proposed rule change is available at the Exchange's 
website at www.markets.cboe.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 parts of such 
statements.

(A) Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange proposes to amend its listing rules in Rule 14.8 in 
order to add listing standards applicable to Closed-End Funds \3\ based 
on existing criteria applicable to Closed-End Funds listed on NYSE 
American LLC (``NYSE American'').\4\ Specifically, the Exchange is 
proposing to add new paragraphs (e) and (i) under Rule 14.8 related to 
the initial and continued listing requirements for Closed-End Funds, 
respectively, as well as to make certain corresponding changes.
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    \3\ As defined in proposed Rule 14.8(a), the term Closed-End 
Fund means a Closed-End Management Investment Company registered 
under the Investment Company Act of 1940.
    \4\ The Exchange notes that the proposed quantitative rules are 
substantively identical to the listing standards applicable to 
Closed-End Funds on NYSE American. Specifically, the proposed 
quantitative rules are substantively identical to the following 
sections in the NYSE American Company Guide: 101(g), 102(a), and 
1003(b)(v).
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Initial Listing
    As proposed, a Closed-End Fund must meet the initial listing 
requirements for either an individual Closed-End Fund (the ``Individual 
CEF Standard'') or a Group \5\ of Closed-End Funds (the ``Group CEF 
Standard''), as provided below, before being listed on the Exchange. 
The Individual CEF Standard requires: (a) A public distribution (which 
includes both shareholders of record and beneficial holders, but 
excludes the holdings of officers, directors, controlling shareholders, 
and other concentrated (i.e. 10% or greater), affiliated or family 
holdings (``Public Shareholders'')) (a ``Public Distribution'') of (i) 
at least 500,000 shares where there are at least 800 Public 
Shareholders, except that companies that are not banks whose securities 
are concentrated in a limited geographical area, or whose securities 
are largely held in block by institutional investors, are normally not 
considered eligible for listing unless the Public Distribution 
appreciably exceeds 500,000 shares; \6\ or (ii) at least 1,000,000 
shares where there are at least 400 Public Shareholders; (b) a Public 
Distribution with a Market Value or net assets of at least $20 million; 
(c) a minimum bid price of at least $4 per share; and (d) at least 
three registered and active Market Makers. The Group CEF Standard 
requires that a Closed-End Fund which is part of a Group be subject to 
the following criteria: (a) The Group has a Public Distribution with a 
Market Value or net assets of at least $75 million; (b) the Closed-End 
Funds in the Group have a Public Distribution with an average Market 
Value or average net assets of at least $15 million; (c) each Closed-
End Fund in the Group has a Public Distribution with a Market Value or 
net assets of at least $10 million; and (d) each Closed-End Fund in the 
Group has: (i) A Public Distribution of: (a) At least 500,000 shares 
where there are at least 800 Public Shareholders, except that companies 
that are not banks whose securities are concentrated in a limited 
geographical area, or whose securities are largely held in block by 
institutional investors, are normally not considered eligible for 
listing unless the Public Distribution appreciably exceeds 500,000 
shares; or (b) at least 1,000,000 shares where there are at least 400 
Public Shareholders; (ii) a minimum bid price of at least $4 per share; 
and (iii) at least three registered and active Market Makers.
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    \5\ As defined in proposed Rule 14.8(e)(2), a ``Group'' is a 
group of Closed-End Funds which are or will be listed on the 
Exchange, and which are managed by a common investment adviser or 
investment advisers who are ``affiliated persons'' as defined in 
Section 2(a)(3) of the Investment Company Act of 1940 as amended. 
Section 2(a)(3) of the Investment Company Act of 1940 defines 
affiliated person of another person as ``(A) any person directly or 
indirectly owning, controlling, or holding with power to vote, 5 per 
centum or more of the outstanding voting securities of such other 
person; (B) any person 5 per centum or more of whose outstanding 
voting securities are directly or indirectly owned, controlled, or 
held with power to vote, by such other person; (C) any person 
directly or indirectly controlling, controlled by, or under common 
control with, such other person; (D) any officer, director, partner, 
copartner, or employee of such other person; (E) if such other 
person is an investment company, any investment adviser thereof or 
any member of an advisory board thereof; and (F) if such other 
person is an unincorporated investment company not having a board of 
directors, the depositor thereof.''
    \6\ The Exchange notes that where the Public Distribution 
appreciably exceeds 500,000 shares for companies that are not banks 
whose securities are concentrated in a limited geographical area, or 
whose securities are largely held in block by institutional 
investors, the 800 Public Shareholders requirement would also apply.
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Continued Listing
    As proposed, The Exchange will consider the suspension of trading 
in and will initiate delisting proceedings (and are not eligible to 
follow the cure procedures outlined in Rule 14.12) for a Closed-End 
Fund where: (a) The Market Value of the Public Distribution and net 
assets each are less than $5,000,000 for

[[Page 32163]]

more than 60 consecutive days; (b) the Closed-End Fund no longer 
qualifies as a closed-end fund under the Investment Company Act of 1940 
(unless the resultant entity otherwise qualifies for listing); or (c) 
it appears that the extent of Public Distribution, the Market Value of 
such Public Distribution, or net assets of such Public Distribution has 
become so reduced as to make further dealings on the Exchange 
inadvisable. Any failure to meet any of the continued listing 
requirements will subject the applicable Closed-End Fund to delisting 
proceedings in accordance with the provisions set forth in Rule 14.12.
Trading Rules
    Closed-End Funds are equity securities, thus rendering trading in 
Closed-End Funds subject to the Exchange's existing rules governing the 
trading of equity securities. The Exchange will allow trading in 
Closed-End Funds from 8:00 a.m. until 5:00 p.m. Eastern Time and the 
Exchange has appropriate rules to facilitate such transactions during 
all trading sessions. As provided in Rule 11.11(a), the minimum price 
variation for quoting and entry of orders in Closed-End Funds traded on 
the Exchange will be $0.01, with the exception of securities that are 
priced less than $1.00, for which the minimum price variation for 
quoting and order entry will be $0.0001.
Trading Halts
    With respect to trading halts, the Exchange may consider all 
relevant factors in exercising its discretion to halt or suspend 
trading in a Closed-End Fund. The Exchange will halt trading in a 
Closed-End Fund under the conditions specified in Rule 11.18. Trading 
may be halted because of market conditions or for reasons that, in the 
view of the Exchange, make trading in the Shares inadvisable. These 
include whether unusual conditions or circumstances detrimental to the 
maintenance of a fair and orderly market are present.
Surveillance
    The Exchange believes that its surveillance procedures are adequate 
to properly monitor the trading of Closed-End Funds on the Exchange 
during all trading sessions and to deter and detect violations of 
Exchange rules and the applicable federal securities laws. Trading of 
Closed-End Funds through the Exchange will be subject to the Exchange's 
surveillance procedures for ETPs.
Governance
    Any Closed-End Funds listed on the Exchange will be subject to the 
governance requirements in Rule 14.10 applicable to all management 
investment companies listed on the Exchange, including Closed-End 
Funds, except as provided in the exceptions to certain governance 
requirements for management investment companies as provided under Rule 
14.10(e)(1)(E) and Interpretation and Policy .13 of Rule 14.10(e). The 
Exchange notes that its governance requirements for Closed-End Funds 
are substantially similar to those applicable to Closed-End Funds 
listed on NYSE American.
Other Changes
    The Exchange is also proposing to make certain renumbering changes 
to Rule 14.8 in order to accommodate the other proposed rule changes 
described herein.
Listing Fees
    The Exchange plans to separately submit a proposal to amend Rule 
14.13 related to listing fees in order to implement fees applicable to 
Closed-End Funds prior to this proposal becoming operational.
2. Statutory Basis
    The Exchange believes that the proposal is consistent with Section 
6(b) of the Act \7\ in general and Section 6(b)(5) of the Act \8\ 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 a national market system. The Exchange believes that the 
proposed rules will facilitate the listing and trading of additional 
types of exchange-traded products on the Exchange that will enhance 
competition among market participants, to the benefit of investors and 
the marketplace. In addition, the listing and trading criteria set 
forth in the proposed rules are intended to protect investors and the 
public interest.
---------------------------------------------------------------------------

    \7\ 15 U.S.C. 78f.
    \8\ 15 U.S.C. 78f(b)(5).
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    As noted above, the Exchange's proposed quantitative and 
qualitative listing requirements related to Closed-End Funds are 
substantively identical to those of NYSE American and, as such, the 
proposed rule change is consistent with the protection of investors and 
the public interest. Additionally, the proposal is designed to prevent 
fraudulent and manipulative acts and practices, as any Closed-End Funds 
listed on the Exchange will be required to meet these proposed new 
rules related to initial and continued listing and will be subject to 
existing Exchange trading rules, trading halts, governance, and 
surveillance procedures, as set forth above.
    The proposal is also designed to promote just and equitable 
principles of trade by way of the proposed initial and continued 
listing standards, which is further bolstered by the requirement that 
any failure to meet any of the continued listing requirements will 
subject the applicable Closed-End Fund to delisting proceedings in 
accordance with the provisions set forth in Rule 14.12. These 
requirements, together with the applicable Exchange equity trading 
rules (which will apply to Closed-End Funds listed under the proposed 
criteria), ensure that no investor would have an unfair advantage over 
another respecting the trading of Closed-End Funds. On the contrary, 
all investors will have the same access to trading in Closed-End Funds 
listed on the Exchange, as is the case for all other products listed 
and/or traded on the Exchange, all to the benefit of public customers 
and the marketplace as a whole.
    On the whole, the proposed rule change is designed to perfect the 
mechanism of a free and open market and, in general, to protect 
investors and the public interest in that it will facilitate the 
listing and trading of an additional product type on the Exchange that 
will enhance competition among market participants, to the benefit of 
investors and the marketplace.
    For the above reasons, the Exchange believes that 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 
impose any burden on competition not necessary or appropriate in 
furtherance of the purposes of the Act, as amended. Instead, the 
proposal is a competitive one which would facilitate the listing and 
trading of Closed-End Funds on the Exchange, which the Exchange 
believes will enhance competition among exchanges that list Closed-End 
Funds, to the benefit of investors, issuers, and the marketplace 
generally.

[[Page 32164]]

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

    The Exchange has neither solicited nor received written comments on 
the proposed rule change.

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

    Within 45 days of the date of publication of this notice in the 
Federal Register or within such longer period up to 90 days (i) as the 
Commission may designate if it finds such longer period to be 
appropriate and publishes its reasons for so finding or (ii) as to 
which the self-regulatory organization consents, the Commission will:
    (A) By order approve or disapprove such proposed rule change, or
    (B) institute proceedings to determine whether the proposed rule 
change should be 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 [email protected]. Please include 
File Number SR-CboeBZX-2018-047 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-CboeBZX-2018-047. 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 will also 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-CboeBZX-2018-047 and should be submitted 
on or before August 1, 2018.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\9\
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    \9\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-14788 Filed 7-10-18; 8:45 am]
 BILLING CODE 8011-01-P



                                               32162                           Federal Register / Vol. 83, No. 133 / Wednesday, July 11, 2018 / Notices

                                                 The agenda for the meeting will                           statements may be examined at the                       excludes the holdings of officers,
                                               include updates and presentations from                      places specified in Item IV below. The                  directors, controlling shareholders, and
                                               the FIMSAC subcommittees.                                   Exchange has prepared summaries, set                    other concentrated (i.e. 10% or greater),
                                               CONTACT PERSON FOR MORE INFORMATION:                        forth in Sections A, B, and C below, of                 affiliated or family holdings (‘‘Public
                                               For further information, please contact                     the most significant parts of such                      Shareholders’’)) (a ‘‘Public
                                               Brent J. Fields from the Office of the                      statements.                                             Distribution’’) of (i) at least 500,000
                                               Secretary at (202) 551–5400.                                                                                        shares where there are at least 800
                                                                                                           (A) Self-Regulatory Organization’s
                                                                                                                                                                   Public Shareholders, except that
                                                 Dated: July 9, 2018.                                      Statement of the Purpose of, and
                                                                                                                                                                   companies that are not banks whose
                                               Brent J. Fields,                                            Statutory Basis for, the Proposed Rule
                                                                                                                                                                   securities are concentrated in a limited
                                               Secretary.                                                  Change
                                                                                                                                                                   geographical area, or whose securities
                                               [FR Doc. 2018–14960 Filed 7–9–18; 4:15 pm]                  1. Purpose                                              are largely held in block by institutional
                                               BILLING CODE 8011–01–P
                                                                                                              The Exchange proposes to amend its                   investors, are normally not considered
                                                                                                           listing rules in Rule 14.8 in order to add              eligible for listing unless the Public
                                                                                                           listing standards applicable to Closed-                 Distribution appreciably exceeds
                                               SECURITIES AND EXCHANGE                                                                                             500,000 shares; 6 or (ii) at least
                                                                                                           End Funds 3 based on existing criteria
                                               COMMISSION                                                                                                          1,000,000 shares where there are at least
                                                                                                           applicable to Closed-End Funds listed
                                               [Release No. 34–83596; File No. SR–                         on NYSE American LLC (‘‘NYSE                            400 Public Shareholders; (b) a Public
                                               CboeBZX–2018–047]                                           American’’).4 Specifically, the Exchange                Distribution with a Market Value or net
                                                                                                           is proposing to add new paragraphs (e)                  assets of at least $20 million; (c) a
                                               Self-Regulatory Organizations; Cboe                         and (i) under Rule 14.8 related to the                  minimum bid price of at least $4 per
                                               BZX Exchange, Inc.; Notice of Filing of                                                                             share; and (d) at least three registered
                                                                                                           initial and continued listing
                                               a Proposed Rule Change To Amend                                                                                     and active Market Makers. The Group
                                                                                                           requirements for Closed-End Funds,
                                               BZX Rule 14.8, General Listings                                                                                     CEF Standard requires that a Closed-
                                                                                                           respectively, as well as to make certain
                                               Requirements—Tier I                                                                                                 End Fund which is part of a Group be
                                                                                                           corresponding changes.
                                                                                                                                                                   subject to the following criteria: (a) The
                                               July 5, 2018.                                               Initial Listing                                         Group has a Public Distribution with a
                                                  Pursuant to Section 19(b)(1) of the                                                                              Market Value or net assets of at least $75
                                                                                                              As proposed, a Closed-End Fund must
                                               Securities Exchange Act of 1934                                                                                     million; (b) the Closed-End Funds in the
                                                                                                           meet the initial listing requirements for
                                               (‘‘Act’’),1 and Rule 19b–4 thereunder,2                                                                             Group have a Public Distribution with
                                                                                                           either an individual Closed-End Fund
                                               notice is hereby given that on June 21,                                                                             an average Market Value or average net
                                                                                                           (the ‘‘Individual CEF Standard’’) or a
                                               2018, Cboe BZX Exchange, Inc.                                                                                       assets of at least $15 million; (c) each
                                                                                                           Group 5 of Closed-End Funds (the
                                               (‘‘Exchange’’ or ‘‘BZX’’) filed with the                                                                            Closed-End Fund in the Group has a
                                                                                                           ‘‘Group CEF Standard’’), as provided
                                               Securities and Exchange Commission                                                                                  Public Distribution with a Market Value
                                                                                                           below, before being listed on the
                                               (‘‘Commission’’) the proposed rule                                                                                  or net assets of at least $10 million; and
                                                                                                           Exchange. The Individual CEF Standard
                                               change as described in Items I and II                                                                               (d) each Closed-End Fund in the Group
                                                                                                           requires: (a) A public distribution
                                               below, which Items have been prepared                                                                               has: (i) A Public Distribution of: (a) At
                                                                                                           (which includes both shareholders of
                                               by the Exchange. The Commission is                                                                                  least 500,000 shares where there are at
                                                                                                           record and beneficial holders, but
                                               publishing this notice to solicit                                                                                   least 800 Public Shareholders, except
                                               comments on the proposed rule change                           3 As defined in proposed Rule 14.8(a), the term      that companies that are not banks whose
                                               from interested persons.                                    Closed-End Fund means a Closed-End Management           securities are concentrated in a limited
                                               I. Self-Regulatory Organization’s
                                                                                                           Investment Company registered under the                 geographical area, or whose securities
                                                                                                           Investment Company Act of 1940.                         are largely held in block by institutional
                                               Statement of the Terms of Substance of                         4 The Exchange notes that the proposed

                                               the Proposed Rule Change                                    quantitative rules are substantively identical to the
                                                                                                                                                                   investors, are normally not considered
                                                                                                           listing standards applicable to Closed-End Funds on     eligible for listing unless the Public
                                                  The Exchange filed a proposal to                         NYSE American. Specifically, the proposed               Distribution appreciably exceeds
                                               amend the listing rules under Rule 14.8,                    quantitative rules are substantively identical to the   500,000 shares; or (b) at least 1,000,000
                                               titled ‘‘General Listing Requirements—                      following sections in the NYSE American Company
                                                                                                           Guide: 101(g), 102(a), and 1003(b)(v).
                                                                                                                                                                   shares where there are at least 400
                                               Tier I,’’ in order to adopt listing                            5 As defined in proposed Rule 14.8(e)(2), a          Public Shareholders; (ii) a minimum bid
                                               standards for closed-end funds.                             ‘‘Group’’ is a group of Closed-End Funds which are      price of at least $4 per share; and (iii)
                                                  The text of the proposed rule change                     or will be listed on the Exchange, and which are        at least three registered and active
                                               is available at the Exchange’s website at                   managed by a common investment adviser or               Market Makers.
                                               www.markets.cboe.com, at the principal                      investment advisers who are ‘‘affiliated persons’’ as
                                               office of the Exchange, and at the
                                                                                                           defined in Section 2(a)(3) of the Investment            Continued Listing
                                                                                                           Company Act of 1940 as amended. Section 2(a)(3)
                                               Commission’s Public Reference Room.                         of the Investment Company Act of 1940 defines             As proposed, The Exchange will
                                                                                                           affiliated person of another person as ‘‘(A) any        consider the suspension of trading in
                                               II. Self-Regulatory Organization’s                          person directly or indirectly owning, controlling, or   and will initiate delisting proceedings
                                               Statement of the Purpose of, and                            holding with power to vote, 5 per centum or more
                                                                                                           of the outstanding voting securities of such other      (and are not eligible to follow the cure
                                               Statutory Basis for, the Proposed Rule
                                                                                                           person; (B) any person 5 per centum or more of          procedures outlined in Rule 14.12) for a
                                               Change                                                      whose outstanding voting securities are directly or     Closed-End Fund where: (a) The Market
                                                 In its filing with the Commission, the                    indirectly owned, controlled, or held with power to     Value of the Public Distribution and net
                                                                                                           vote, by such other person; (C) any person directly
                                               Exchange included statements                                                                                        assets each are less than $5,000,000 for
daltland on DSKBBV9HB2PROD with NOTICES




                                                                                                           or indirectly controlling, controlled by, or under
                                               concerning the purpose of and basis for                     common control with, such other person; (D) any
                                               the proposed rule change and discussed                      officer, director, partner, copartner, or employee of     6 The Exchange notes that where the Public

                                               any comments it received on the                             such other person; (E) if such other person is an       Distribution appreciably exceeds 500,000 shares for
                                                                                                           investment company, any investment adviser              companies that are not banks whose securities are
                                               proposed rule change. The text of these                     thereof or any member of an advisory board thereof;     concentrated in a limited geographical area, or
                                                                                                           and (F) if such other person is an unincorporated       whose securities are largely held in block by
                                                 1 15   U.S.C. 78s(b)(1).                                  investment company not having a board of                institutional investors, the 800 Public Shareholders
                                                 2 17   CFR 240.19b–4.                                     directors, the depositor thereof.’’                     requirement would also apply.



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                                                                            Federal Register / Vol. 83, No. 133 / Wednesday, July 11, 2018 / Notices                                                 32163

                                               more than 60 consecutive days; (b) the                   governance requirements in Rule 14.10                      listed on the Exchange will be required
                                               Closed-End Fund no longer qualifies as                   applicable to all management                               to meet these proposed new rules
                                               a closed-end fund under the Investment                   investment companies listed on the                         related to initial and continued listing
                                               Company Act of 1940 (unless the                          Exchange, including Closed-End Funds,                      and will be subject to existing Exchange
                                               resultant entity otherwise qualifies for                 except as provided in the exceptions to                    trading rules, trading halts, governance,
                                               listing); or (c) it appears that the extent              certain governance requirements for                        and surveillance procedures, as set forth
                                               of Public Distribution, the Market Value                 management investment companies as                         above.
                                               of such Public Distribution, or net assets               provided under Rule 14.10(e)(1)(E) and
                                               of such Public Distribution has become                   Interpretation and Policy .13 of Rule                         The proposal is also designed to
                                               so reduced as to make further dealings                   14.10(e). The Exchange notes that its                      promote just and equitable principles of
                                               on the Exchange inadvisable. Any                         governance requirements for Closed-End                     trade by way of the proposed initial and
                                               failure to meet any of the continued                     Funds are substantially similar to those                   continued listing standards, which is
                                               listing requirements will subject the                    applicable to Closed-End Funds listed                      further bolstered by the requirement
                                               applicable Closed-End Fund to delisting                  on NYSE American.                                          that any failure to meet any of the
                                               proceedings in accordance with the                                                                                  continued listing requirements will
                                                                                                        Other Changes                                              subject the applicable Closed-End Fund
                                               provisions set forth in Rule 14.12.
                                                                                                          The Exchange is also proposing to                        to delisting proceedings in accordance
                                               Trading Rules                                            make certain renumbering changes to                        with the provisions set forth in Rule
                                                  Closed-End Funds are equity                           Rule 14.8 in order to accommodate the                      14.12. These requirements, together
                                               securities, thus rendering trading in                    other proposed rule changes described                      with the applicable Exchange equity
                                               Closed-End Funds subject to the                          herein.                                                    trading rules (which will apply to
                                               Exchange’s existing rules governing the                                                                             Closed-End Funds listed under the
                                                                                                        Listing Fees
                                               trading of equity securities. The                                                                                   proposed criteria), ensure that no
                                               Exchange will allow trading in Closed-                     The Exchange plans to separately
                                                                                                        submit a proposal to amend Rule 14.13                      investor would have an unfair
                                               End Funds from 8:00 a.m. until 5:00                                                                                 advantage over another respecting the
                                               p.m. Eastern Time and the Exchange has                   related to listing fees in order to
                                                                                                        implement fees applicable to Closed-                       trading of Closed-End Funds. On the
                                               appropriate rules to facilitate such
                                                                                                        End Funds prior to this proposal                           contrary, all investors will have the
                                               transactions during all trading sessions.
                                                                                                        becoming operational.                                      same access to trading in Closed-End
                                               As provided in Rule 11.11(a), the
                                               minimum price variation for quoting                                                                                 Funds listed on the Exchange, as is the
                                                                                                        2. Statutory Basis                                         case for all other products listed and/or
                                               and entry of orders in Closed-End Funds
                                               traded on the Exchange will be $0.01,                       The Exchange believes that the                          traded on the Exchange, all to the
                                               with the exception of securities that are                proposal is consistent with Section 6(b)                   benefit of public customers and the
                                               priced less than $1.00, for which the                    of the Act 7 in general and Section                        marketplace as a whole.
                                               minimum price variation for quoting                      6(b)(5) of the Act 8 in particular in that                    On the whole, the proposed rule
                                               and order entry will be $0.0001.                         it is designed to prevent fraudulent and
                                                                                                                                                                   change is designed to perfect the
                                                                                                        manipulative acts and practices, to
                                               Trading Halts                                                                                                       mechanism of a free and open market
                                                                                                        promote just and equitable principles of
                                                                                                                                                                   and, in general, to protect investors and
                                                 With respect to trading halts, the                     trade, to foster cooperation and
                                                                                                        coordination with persons engaged in                       the public interest in that it will
                                               Exchange may consider all relevant
                                                                                                        facilitating transactions in securities,                   facilitate the listing and trading of an
                                               factors in exercising its discretion to
                                                                                                        and to remove impediments to and                           additional product type on the
                                               halt or suspend trading in a Closed-End
                                                                                                        perfect the mechanism of a free and                        Exchange that will enhance competition
                                               Fund. The Exchange will halt trading in
                                               a Closed-End Fund under the conditions                   open market and a national market                          among market participants, to the
                                               specified in Rule 11.18. Trading may be                  system. The Exchange believes that the                     benefit of investors and the marketplace.
                                               halted because of market conditions or                   proposed rules will facilitate the listing                    For the above reasons, the Exchange
                                               for reasons that, in the view of the                     and trading of additional types of                         believes that the proposed rule change
                                               Exchange, make trading in the Shares                     exchange-traded products on the                            is consistent with the requirements of
                                               inadvisable. These include whether                       Exchange that will enhance competition                     Section 6(b)(5) of the Act.
                                               unusual conditions or circumstances                      among market participants, to the
                                               detrimental to the maintenance of a fair                 benefit of investors and the marketplace.                  (B) Self-Regulatory Organization’s
                                               and orderly market are present.                          In addition, the listing and trading                       Statement on Burden on Competition
                                                                                                        criteria set forth in the proposed rules
                                               Surveillance                                             are intended to protect investors and the                    The Exchange does not believe that
                                                  The Exchange believes that its                        public interest.                                           the proposed rule change will impose
                                               surveillance procedures are adequate to                     As noted above, the Exchange’s                          any burden on competition not
                                               properly monitor the trading of Closed-                  proposed quantitative and qualitative                      necessary or appropriate in furtherance
                                               End Funds on the Exchange during all                     listing requirements related to Closed-                    of the purposes of the Act, as amended.
                                               trading sessions and to deter and detect                 End Funds are substantively identical to                   Instead, the proposal is a competitive
                                               violations of Exchange rules and the                     those of NYSE American and, as such,                       one which would facilitate the listing
                                               applicable federal securities laws.                      the proposed rule change is consistent                     and trading of Closed-End Funds on the
                                               Trading of Closed-End Funds through                      with the protection of investors and the                   Exchange, which the Exchange believes
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                                               the Exchange will be subject to the                      public interest. Additionally, the                         will enhance competition among
                                               Exchange’s surveillance procedures for                   proposal is designed to prevent                            exchanges that list Closed-End Funds, to
                                               ETPs.                                                    fraudulent and manipulative acts and                       the benefit of investors, issuers, and the
                                                                                                        practices, as any Closed-End Funds                         marketplace generally.
                                               Governance
                                                 Any Closed-End Funds listed on the                          7 15   U.S.C. 78f.
                                               Exchange will be subject to the                               8 15   U.S.C. 78f(b)(5).



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                                               32164                        Federal Register / Vol. 83, No. 133 / Wednesday, July 11, 2018 / Notices

                                               (C) Self-Regulatory Organization’s                       provisions of 5 U.S.C. 552, will be                       solicit comments on the proposed rule
                                               Statement on Comments on the                             available for website viewing and                         change from interested persons.
                                               Proposed Rule Change Received From                       printing in the Commission’s Public
                                               Members, Participants or Others                          Reference Room, 100 F Street NE,                          I. Self-Regulatory Organization’s
                                                                                                        Washington, DC 20549, on official                         Statement of the Terms of Substance of
                                                 The Exchange has neither solicited                                                                               the Proposed Rule Change
                                               nor received written comments on the                     business days between the hours of
                                               proposed rule change.                                    10:00 a.m. and 3:00 p.m. Copies of the                       The Exchange filed a proposal to
                                                                                                        filing will also be available for                         amend the fees applicable to securities
                                               III. Date of Effectiveness of the                        inspection and copying at the principal                   listed on the Exchange, which are set
                                               Proposed Rule Change and Timing for                      office of the Exchange. All comments                      forth in BZX Rule 14.13.
                                               Commission Action                                        received will be posted without change.
                                                                                                        Persons submitting comments are                              The text of the proposed rule change
                                                 Within 45 days of the date of                                                                                    is available at the Exchange’s website at
                                               publication of this notice in the Federal                cautioned that we do not redact or edit
                                                                                                        personal identifying information from                     www.markets.cboe.com, at the principal
                                               Register or within such longer period                                                                              office of the Exchange, and at the
                                               up to 90 days (i) as the Commission may                  comment submissions. You should
                                                                                                        submit only information that you wish                     Commission’s Public Reference Room.
                                               designate if it finds such longer period
                                               to be appropriate and publishes its                      to make available publicly. All                           II. Self-Regulatory Organization’s
                                               reasons for so finding or (ii) as to which               submissions should refer to File                          Statement of the Purpose of, and
                                               the self-regulatory organization                         Number SR–CboeBZX–2018–047 and                            Statutory Basis for, the Proposed Rule
                                               consents, the Commission will:                           should be submitted on or before                          Change
                                                 (A) By order approve or disapprove                     August 1, 2018.
                                               such proposed rule change, or                              For the Commission, by the Division of                    In its filing with the Commission, the
                                                 (B) institute proceedings to determine                 Trading and Markets, pursuant to delegated                Exchange included statements
                                               whether the proposed rule change                         authority.9                                               concerning the purpose of and basis for
                                               should be disapproved.                                   Eduardo A. Aleman,                                        the proposed rule change and discussed
                                                                                                        Assistant Secretary.                                      any comments it received on the
                                               IV. Solicitation of Comments                                                                                       proposed rule change. The text of these
                                                                                                        [FR Doc. 2018–14788 Filed 7–10–18; 8:45 am]
                                                 Interested persons are invited to                      BILLING CODE 8011–01–P
                                                                                                                                                                  statements may be examined at the
                                               submit written data, views and                                                                                     places specified in Item IV below. The
                                               arguments concerning the foregoing,                                                                                Exchange has prepared summaries, set
                                               including whether the proposed rule                      SECURITIES AND EXCHANGE                                   forth in Sections A, B, and C below, of
                                               change is consistent with the Act.                       COMMISSION                                                the most significant parts of such
                                               Comments may be submitted by any of                                                                                statements.
                                               the following methods:                                   [Release No. 34–83597; File No. SR–
                                                                                                        CboeBZX–2018–046]                                         (A) Self-Regulatory Organization’s
                                               Electronic Comments                                                                                                Statement of the Purpose of, and
                                                 • Use the Commission’s internet                        Self-Regulatory Organizations; Cboe                       Statutory Basis for, the Proposed Rule
                                               comment form (http://www.sec.gov/                        BZX Exchange, Inc.; Notice of Filing                      Change
                                               rules/sro.shtml); or                                     and Immediate Effectiveness of a
                                                                                                                                                                  1. Purpose
                                                 • Send an email to rule-comments@                      Proposed Rule Change To Amend BZX
                                               sec.gov. Please include File Number SR–                  Rule 14.13, Company Listing Fees                             On August 30, 2011, the Exchange
                                               CboeBZX–2018–047 on the subject line.                    July 5, 2018.
                                                                                                                                                                  received approval of rules applicable to
                                                                                                                                                                  the qualification, listing, and delisting
                                               Paper Comments                                              Pursuant to Section 19(b)(1) of the
                                                                                                                                                                  of companies on the Exchange,5 which
                                                                                                        Securities Exchange Act of 1934 (the
                                                  • Send paper comments in triplicate                                                                             it modified on February 8, 2012 in order
                                                                                                        ‘‘Act’’),1 and Rule 19b–4 thereunder,2
                                               to Secretary, Securities and Exchange                                                                              to adopt pricing for the listing of
                                                                                                        notice is hereby given that on June 21,
                                               Commission, 100 F Street NE,                                                                                       exchange traded products (‘‘ETPs’’) 6 on
                                                                                                        2018, Cboe BZX Exchange, Inc. (the
                                               Washington, DC 20549–1090.                                                                                         the Exchange.7 On July 3, 2017, the
                                                                                                        ‘‘Exchange’’ or ‘‘BZX’’) filed with the
                                               All submissions should refer to File                                                                               Exchange made certain changes to Rule
                                                                                                        Securities and Exchange Commission
                                               Number SR–CboeBZX–2018–047. This                                                                                   14.13 such that there were no entry fees
                                                                                                        (‘‘Commission’’) the proposed rule
                                               file number should be included on the                                                                              or annual fees for ETPs listed on the
                                                                                                        change as described in Items I, II and III
                                               subject line if email is used. To help the                                                                         Exchange.8 The Exchange is proposing
                                                                                                        below, which Items have been prepared
                                               Commission process and review your                                                                                 to amend Rule 14.13 in order to charge
                                                                                                        by the Exchange. The Exchange has
                                               comments more efficiently, please use                                                                              an entry fee for ETPs that are not
                                                                                                        designated the proposed rule change as
                                               only one method. The Commission will                                                                               Generically-Listed ETPs, as defined
                                                                                                        one establishing or changing a member
                                               post all comments on the Commission’s                                                                              below and to add annual listing fees for
                                                                                                        due, fee, or other charge imposed by the
                                               internet website (http://www.sec.gov/                                                                              ETPs listed on the Exchange.
                                                                                                        Exchange under Section 19(b)(3)(A)(ii)
                                               rules/sro.shtml). Copies of the                          of the Act 3 and Rule 19b–4(f)(2)
                                               submission, all subsequent                               thereunder,4 which renders the
                                                                                                                                                                     5 See Securities Exchange Act Release No. 65225

                                               amendments, all written statements                                                                                 (August 30, 2011), 76 FR 55148 (September 6, 2011)
                                                                                                        proposed rule change effective upon                       (SR–BATS–2011–018).
                                               with respect to the proposed rule                        filing with the Commission. The
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                                                                                                                                                                     6 As defined in Rule 11.8(e)(1)(A), the term ‘‘ETP’’
                                               change that are filed with the                           Commission is publishing this notice to                   means any security listed pursuant to Exchange
                                               Commission, and all written                                                                                        Rule 14.11.
                                               communications relating to the                                9 17 CFR 200.30–3(a)(12).
                                                                                                                                                                     7 See Securities Exchange Act Release No. 66422

                                               proposed rule change between the                                                                                   (February 17, 2012), 77 FR 11179 (February 24,
                                                                                                             1 15 U.S.C. 78s(b)(1).                               2012) (SR–BATS–2012–010).
                                               Commission and any person, other than                         2 17 CFR 240.19b–4.                                     8 See Securities Exchange Act Release No. 81152
                                               those that may be withheld from the                           3 15 U.S.C. 78s(b)(3)(A)(ii).
                                                                                                                                                                  (July 14, 2017), 82 FR 33525 (July 20, 2017) (SR–
                                               public in accordance with the                                 4 17 CFR 240.19b–4(f)(2).                            BatsBZX–2017–45).



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Document Created: 2018-07-10 23:53:52
Document Modified: 2018-07-10 23:53:52
CategoryRegulatory Information
CollectionFederal Register
sudoc ClassAE 2.7:
GS 4.107:
AE 2.106:
PublisherOffice of the Federal Register, National Archives and Records Administration
SectionNotices
FR Citation83 FR 32162 

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