[Federal Register Volume 86, Number 183 (Friday, September 24, 2021)]
[Notices]
[Pages 53049-53050]
[FR Doc No: 2021-20773]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

[Docket No. CP21-493-000]

Great Lakes Gas Transmission Limited Partnership; Notice of
Request Under Blanket Authorization and Establishing Intervention and
Protest Deadline

    Take notice that on September 10, 2021, Great Lakes Gas
Transmission Limited Partnership (Great Lakes), 700 Louisiana Street,
Suite 1300, Houston, Texas 77002-2700, filed in the above referenced
docket, a prior notice request to modify the operation of a portion of
its natural gas pipeline mainline system to reduce the Maximum
Operating Pressure (MOP) in the Bemidji, Minnesota operations area, and
to abandon associated system design capacity under authorities granted
by its blanket certificate issued in Docket No. CP90-2053-000, all in
Federal offshore waters, offshore Louisiana, all as more fully set
forth in the application which is on file with the Commission and open
to public inspection.
    Great Lakes requests authorization to modify the operation of its
36-inch mainlines 100, 200, and 300 to reduce the MOP from 974 psig to
812 psig from CS 3 to CS 4, in the Bemidji, Minnesota operations area.
Additionally, Great Lakes requests authorization to abandon 252.9 MDth/
d of long-term summer capacity and 299.4 MDth/d of long-term winter
capacity, from its point of receipt at Emerson in Kittson County,
Minnesota to its point of delivery at Fortune Lake in Iron County,
Michigan, associated with the Shevlin de-rate. The estimated cost is
$100,000.
    In addition to publishing the full text of this document in the
Federal Register, the Commission provides all interested persons an
opportunity to view and/or print the contents of this document via the
internet through the Commission's Home Page (http://ferc.gov) using the
``eLibrary'' link. Enter the docket number excluding the last three
digits in the docket number field to access the document. At this time,
the Commission has suspended access to the Commission's Public
Reference Room, due to the proclamation declaring a National Emergency
concerning the Novel Coronavirus Disease (COVID-19), issued by the
President on March 13, 2020. For assistance, contact FERC at
<EMAIL_ADDRESS>or call toll-free,<PHONE_NUMBER> or TYY,
(202) 502-8659.
    Any questions regarding this prior notice request should be
directed to David A. Alonzo, Manager, Project Authorizations, Great
Lakes Gas Transmission Company, 700 Louisiana Street, Suite 1300,
Houston, Texas, 77002-2700, at<PHONE_NUMBER> or by email at
<EMAIL_ADDRESS>
Public Participation

    There are three ways to become involved in the Commission's review
of this project: You can file a protest to the project, you can file a
motion to intervene in the proceeding, and you can file comments on the
project. There is no fee or cost for filing protests, motions to
intervene, or comments. The deadline for filing protests, motions to
intervene, and comments is 5:00 p.m. Eastern Time on November 19, 2021.
How to file protests, motions to intervene, and comments is explained
below.

Protests

    Pursuant to section 157.205 of the Commission's regulations under
the NGA,\1\ any person \2\ or the Commission's staff may file a protest
to the request. If no protest is filed within the time allowed or if a
protest is filed and then withdrawn within 30 days after the allowed
time for filing a protest, the proposed activity shall be deemed to be
authorized effective the day after the time allowed for protest. If a
protest is filed and not withdrawn within 30 days after the time
allowed for filing a protest, the instant request for authorization
will be considered by the Commission.
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    \1\ 18 CFR 157.205.
    \2\ Persons include individuals, organizations, businesses,
municipalities, and other entities. 18 CFR 385.102(d).
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    Protests must comply with the requirements specified in section
157.205(e) of the Commission's regulations,\3\ and must be submitted by
the protest deadline, which is November 19, 2021. A protest may also
serve as a motion to intervene so long as the protestor states it also
seeks to be an intervenor.
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    \3\ 18 CFR 157.205(e).
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Interventions

    Any person has the option to file a motion to intervene in this
proceeding. Only intervenors have the right to request rehearing of
Commission orders issued in this proceeding and to subsequently
challenge the Commission's orders in the U.S. Circuit Courts of Appeal.
    To intervene, you must submit a motion to intervene to the
Commission in accordance with Rule 214 of the Commission's Rules of
Practice and Procedure \4\ and the regulations under the NGA \5\ by the
intervention deadline for the project, which is November 19, 2021. As
described further in Rule 214, your motion to intervene must state, to
the extent known, your position regarding the proceeding, as well as
your interest in the proceeding. For an individual, this could include
your status as a landowner, ratepayer, resident of an impacted
community, or recreationist. You do not need to have property directly
impacted by the project in order to intervene. For more information
about motions to intervene, refer to the FERC website at https://www.ferc.gov/resources/guides/how-to/intervene.asp.
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    \4\ 18 CFR 385.214.
    \5\ 18 CFR 157.10.
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    All timely, unopposed motions to intervene are automatically
granted by operation of Rule 214(c)(1). Motions to intervene that are
filed after the intervention deadline are untimely and may be denied.
Any late-filed motion to intervene must show good cause for being late
and must explain why the time limitation should be waived and provide
justification by reference to factors set forth in Rule 214(d) of the
Commission's Rules and Regulations. A person obtaining party status
will be placed on the service list maintained by the Secretary of the
Commission and will receive copies (paper or electronic) of all
documents filed by the applicant and by all other parties.

Comments

    Any person wishing to comment on the project may do so. The
Commission considers all comments received about the project in
determining the appropriate action to be taken. To ensure that your
comments are timely and properly recorded, please submit your comments
on or before November 19, 2021. The filing of a comment alone will not
serve to make the filer a party to the proceeding. To become a party,
you must intervene in the proceeding.

How to File Protests, Interventions, and Comments

    There are two ways to submit protests, motions to intervene, and
comments. In both instances, please reference the Project docket number
CP21-493-000 in your submission.
    (1) You may file your protest, motion to intervene, and comments by
using the Commission's eFiling feature, which is located on the
Commission's website (www.ferc.gov) under the link to Documents and
Filings. New eFiling users must first create an account by clicking on
``eRegister.'' You will be asked to select the type of filing you are
making; first select ``General'' and then select ``Protest'',
``Intervention'', or ``Comment on a Filing''; or \6\
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    \6\ Additionally, you may file your comments electronically by
using the eComment feature, which is located on the Commission's
website at www.ferc.gov under the link to Documents and Filings.
Using eComment is an easy method for interested persons to submit
brief, text-only comments on a project.
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    (2) You can file a paper copy of your submission by mailing it to
the address below.\7\ Your submission must reference the Project docket
number CP21-493-000.
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    \7\ Hand-delivered submissions in docketed proceedings should be
delivered to Health and Human Services, 12225 Wilkins Avenue,
Rockville, Maryland 20852.
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    Kimberly D. Bose, Secretary, Federal Energy Regulatory Commission,
888 First Street NE, Washington, DC 20426.
    The Commission encourages electronic filing of submissions (option
1 above) and has eFiling staff available to assist you at (202) 502-
8258 or [email protected]
    Protests and motions to intervene must be served on the applicant
either by mail at: 700 Louisisana Street, Suite 300, Houston, Texas,
77002-2700 at<PHONE_NUMBER> or email (with a link to the document) at:
[email protected] Any subsequent submissions by an intervenor
must be served on the applicant and all other parties to the
proceeding. Contact information for parties can be downloaded from the
service list at the eService link on FERC Online.

Tracking the Proceeding

    Throughout the proceeding, additional information about the project
will be available from the Commission's Office of External Affairs, at
(866) 208-FERC, or on the FERC website at www.ferc.gov using the
``eLibrary'' link as described above. The eLibrary link also provides
access to the texts of all formal documents issued by the Commission,
such as orders, notices, and rulemakings.
    In addition, the Commission offers a free service called
eSubscription which allows you to keep track of all formal issuances
and submittals in specific dockets. This can reduce the amount of time
you spend researching proceedings by automatically providing you with
notification of these filings, document summaries, and direct links to
the documents. For more information and to register, go to
www.ferc.gov/docs-filing/esubscription.asp.

    Dated: September 20, 2021.
Debbie-Anne A. Reese,
Deputy Secretary.
[FR Doc. 2021-20773 Filed 9-23-21; 8:45 am]
BILLING CODE 6717-01-P


[Federal Register Volume 79, Number 67 (Tuesday, April 8, 2014)]
[Notices]
[Pages 19411-19412]
[FR Doc No: 2014-07805]

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DEPARTMENT OF TRANSPORTATION

Federal Motor Carrier Safety Administration

[Docket No. FMCSA-2013-0069]

Hours of Service of Drivers: Timberdoodle Company's Application
for Exemption

AGENCY: Federal Motor Carrier Safety Administration (FMCSA), DOT.

ACTION: Notice of final disposition; denial of application for
exemption.

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SUMMARY: FMCSA announces its denial of Timberdoodle Company's
(Timberdoodle) request for an exemption from section 395.3(b)(1) of the
``Hours of Service [HOS] of Drivers'' regulations (49 CFR part 395).
Section 395.3(b)(1) prohibits the operation of a

commercial motor vehicle (CMV) by anyone who has accumulated 60 hours
of on-duty time in a period of 7 days. Timberdoodle requested that its
drivers be allowed to exclude from this calculation all on-duty time
other than time actually driving a CMV. FMCSA concluded that
Timberdoodle has not demonstrated how its CMV operations under such an
exemption would be likely to achieve a level of safety equivalent to or
greater than the level of safety that would be obtained in the absence
of the exemption.

DATES: FMCSA denied the application for exemption by letter dated
December 9, 2013, after notice and opportunity for public comment.

FOR FURTHER INFORMATION CONTACT: Mr. Thomas Yager, Chief, FMCSA Driver
and Carrier Operations Division; Office of Bus and Truck Standards and
Operations; Telephone:<PHONE_NUMBER>. Email<EMAIL_ADDRESS>
SUPPLEMENTARY INFORMATION:

Docket

    You may read background documents or comments filed to the docket
of this application for exemption by going to www.regulations.gov at
any time, or to Room W12-140, DOT Building, 1200 New Jersey Ave. SE.,
Washington, DC, between 9 a.m. and 5 p.m., e.t., Monday through Friday,
except Federal holidays.

Background

    FMCSA has authority under 49 U.S.C. 31315 and 31136(e) to grant
exemptions from certain parts of the FMCSRs. The Agency is required to
publish a notice of each exemption request in the Federal Register [49
CFR 381.315(a)]. FMCSA must provide the public an opportunity to
inspect the information relevant to the application. The Agency must
also provide an opportunity for public comment on the request. FMCSA
reviews the public comments and determines whether granting the
exemption would be likely to achieve a level of safety equivalent to or
greater than the level of safety that would be obtained in the absence
of the exemption (49 CFR 381.305). The decision of the Agency must be
published in the Federal Register with the reasons for denying or
granting the application [49 CFR 381.315(b) and (c)].

Application for Exemption

    Timberdoodle uses commercial motor vehicles (CMVs) to transport its
products to conferences and conventions, where it sells them. It wants
to use its CMV drivers as salespersons at these events, but the
definition of ``on duty time'' in 49 CFR 395.2 requires that both the
driving time and the sales time of its drivers be treated as ``on duty
time.'' The result is that Timberdoodle's drivers are frequently
ineligible to drive its CMVs because they have exceeded the limit of 60
hours on duty in a period of 7 consecutive days. Timberdoodle asked for
exemption from Section 395.3(b)(1) and proposed that its drivers be
prohibited from operating a CMV only after they accumulate 60 hours of
driving time in any 7-day period. Thus, ``on duty/not driving'' time
would be removed from the calculation of total hours on duty in a 7-day
period. A copy of Timberdoodle's application for exemption is in Docket
FMCSA-2013-0069.

Public Comments

    On May 3, 2013, FMCSA published notice of this application and
asked for public comment (78 FR 26104). Four individuals and Advocates
for Highway and Auto Safety submitted comments. All opposed the
application for exemption.

Agency Decision

    FMCSA reviewed Timberdoodle's application and the public comments.
By letter dated December 9, 2013, FMCSA denied the application because
the Agency concluded Timberdoodle's operations were not likely to
achieve a level of safety equivalent to or greater than the level of
safety that would be achieved in the absence of the exemption [49 CFR
381.310(c)(5)]. Its drivers could accumulate up to 98 hours of on-duty
(driving and not driving) time in a 7-day period before other HOS rules
would bar their operation of a CMV.
    Timberdoodle did not offer any measures to offset the excessive
driver fatigue that would no doubt be generated by such a schedule.
Further, while Timberdoodle may prefer to operate in the manner
outlined in its application, other practical approaches to its
convention sales that would not require its CMV drivers to exceed the
on-duty limits of 49 CFR 395.3(b)(1) may be available. A copy of the
denial letter is in Docket FMCSA-2013-0069.

    Issued on: April 1, 2014.
Larry W. Minor,
Associate Administrator for Policy.
[FR Doc. 2014-07805 Filed 4-7-14; 8:45 am]
BILLING CODE 4910-EX-P


[Federal Register Volume 85, Number 120 (Monday, June 22, 2020)]
[Notices]
[Page 37488]
[FR Doc No: 2020-13310]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-89076; File No. SR-CboeBZX-2020-036]

Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of
Designation of a Longer Period for Commission Action on a Proposed Rule
Change To Amend Rule 14.11, Other Securities

June 16, 2020.
    On April 29, 2020, Cboe BZX Exchange, Inc. (``Exchange'' or
``BZX'') filed with the Securities and Exchange Commission
(``Commission''), pursuant to Section 19(b)(1) of the Securities
Exchange Act of 1934 (``Act'') \1\ and Rule 19b-4 thereunder,\2\ a
proposed rule change to amend continued listing requirements applicable
to certain exchange-traded products listed on the Exchange by extending
the period of time after which an exchange-traded product would need to
have at least 50 beneficial holders or be subject to delisting
proceedings under BZX Rule 14.12. The proposed rule change was
published for comment in the Federal Register on May 7, 2020.\3\ The
Commission has received comment letters on the proposed rule change.\4\
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 88795 (May 1, 2020),
85 FR 27254.
    \4\ Comments on the proposed rule change can be found on the
Commission's website at: https://www.sec.gov/comments/sr-cboebzx-2020-036/srcboebzx2020036.htm.
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    Section 19(b)(2) of the Act \5\ provides that within 45 days of the
publication of notice of the filing of a proposed rule change, or
within such longer period up to 90 days as the Commission may designate
if it finds such longer period to be appropriate and publishes its
reasons for so finding, or as to which the self-regulatory organization
consents, the Commission will either approve the proposed rule change,
disapprove the proposed rule change, or institute proceedings to
determine whether the proposed rule change should be disapproved. The
45th day after publication of the notice for this proposed rule change
is June 21, 2020. The Commission is extending this 45-day time period.
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    \5\ 15 U.S.C. 78s(b)(2).
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    The Commission finds it appropriate to designate a longer period
within which to take action on the proposed rule change so that it has
sufficient time to consider the proposed rule change. Accordingly, the
Commission, pursuant to Section 19(b)(2) of the Act,\6\ designates
August 5, 2020 as the date by which the Commission shall either approve
or disapprove, or institute proceedings to determine whether to
disapprove, the proposed rule change (File No. SR-CboeBZX-2020-036).
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    \6\ Id.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\7\
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    \7\ 17 CFR 200.30-3(a)(31).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020-13310 Filed 6-19-20; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register Volume 84, Number 160 (Monday, August 19, 2019)]
[Notices]
[Page 42912]
[FR Doc No: 2019-17722]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

[Docket No. OR19-31-000]

Saddlehorn Pipeline Company, LLC; Saddlehorn Pipeline Company,
LLC; Notice of Petition for Declaratory Order

    Take notice that on August 7, 2019, pursuant to Rule 207(a)(2) of
the Federal Energy Regulatory Commission's (Commission) Rules of
Practice and Procedure, 18 CFR 385.207(a)(2) (2018), Saddlehorn
Pipeline Company, LLC (``Saddlehorn''), filed a declaratory order
petition seeking approval of a proposed tariff and overall rate
structure and terms of service for a proposed expansion of the existing
Saddlehorn pipeline and the addition of a new origin in Ft. Laramie,
Wyoming for service to Cushing, Oklahoma, all as more fully explained
in the petition.
    Any person desiring to intervene or to protest this filing must
file in accordance with Rules 211 and 214 of the Commission's Rules of
Practice and Procedure (18 CFR 385.211, 385.214). Protests will be
considered by the Commission in determining the appropriate action to
be taken, but will not serve to make protestants parties to the
proceeding. Any person wishing to become a party must file a notice of
intervention or motion to intervene, as appropriate. Such notices,
motions, or protests must be filed on or before the comment date.
Anyone filing a motion to intervene or protest must serve a copy of
that document on the Petitioner.
    The Commission encourages electronic submission of protests and
interventions in lieu of paper using the eFiling link at http://www.ferc.gov. Persons unable to file electronically should submit an
original and 5 copies of the protest or intervention to the Federal
Energy Regulatory Commission, 888 First Street NE, Washington, DC
20426.
    This filing is accessible on-line at http://www.ferc.gov, using the
eLibrary link and is available for review in the Commission's Public
Reference Room in Washington, DC. There is an eSubscription link on the
website that enables subscribers to receive email notification when a
document is added to a subscribed docket(s). For assistance with any
FERC Online service, please email<EMAIL_ADDRESS>or call
(866) 208-3676 (toll free). For TTY, call<PHONE_NUMBER>.
    Comment Date: 5:00 p.m. Eastern time on September 6, 2019.

    Dated: August 13, 2019.
 Kimberly D. Bose,
Secretary.
[FR Doc. 2019-17722 Filed 8-16-19; 8:45 am]
 BILLING CODE 6717-01-P


[Federal Register Volume 80, Number 128 (Monday, July 6, 2015)]
[Notices]
[Pages 38449-38450]
[FR Doc No: 2015-16401]

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DEPARTMENT OF HEALTH AND HUMAN SERVICES

Food and Drug Administration

[Docket No. FDA-2015-D-2270]

The Drug Supply Chain Security Act Implementation: Product
Tracing Requirements for Dispensers--Compliance Policy; Guidance for
Industry, Availability

AGENCY: Food and Drug Administration, HHS.

ACTION: Notice.

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SUMMARY: The Food and Drug Administration (FDA or we) is announcing the
availability of a guidance for industry entitled ``DSCSA
Implementation: Product Tracing Requirements for Dispensers--Compliance
Policy.'' This guidance announces FDA's intention with regard to
enforcement of certain product tracing requirements of the Federal
Food, Drug, and Cosmetic Act (FD&C Act) added by the Drug Supply Chain
Security Act (DSCSA). FDA does not intend to take action against
dispensers who, prior to November 1, 2015, accept ownership of product
without receiving product tracing information, prior to or at the time
of a transaction or do not capture and maintain the product tracing
information, as required by the FD&C Act.

DATES: Effective July 1, 2015. For information about enforcement dates,
please see the SUPPLEMENTARY INFORMATION section.

ADDRESSES: All communications in response to this notice should be
identified with Docket No. FDA-2015-D-2270, and should be directed to
the office listed in the FOR FURTHER INFORMATION CONTACT section.

FOR FURTHER INFORMATION CONTACT: Office of Compliance, Center for Drug
Evaluation and Research, Food and Drug Administration, 10903 New
Hampshire Ave., Silver Spring, MD 20993-0002,<PHONE_NUMBER>,
<EMAIL_ADDRESS>
SUPPLEMENTARY INFORMATION:

I. Background

    We are announcing the availability of a guidance for industry
entitled ``DSCSA Implementation: Product Tracing Requirements for
Dispensers--Compliance Policy.'' We are issuing this guidance
consistent with our good guidance practices regulation (21 CFR 10.115).
We are implementing this guidance without prior public comment because
we have determined that prior public participation is not feasible or
appropriate (21 CFR 10.115(g)(2)). We made this determination because
this guidance document provides information pertaining to statutory
requirements that take effect on July 1, 2015, regarding the provisions
to provide and capture product tracing information under section
582(d)(1) of the FD&C Act (21 U.S.C 360eee-1(d)(1)). It is important
that FDA provide this information before that date. Although this
guidance document is immediately in effect, it remains subject to
comment in accordance with the Agency's good guidance practices (21 CFR
10.115(g)(3)).
    On November 27, 2013, the DSCSA (Title II of Pub. L. 113-54) was
signed into law. Section 202 of DSCSA adds sections 581 and 582 to the
FD&C Act, which set forth new definitions and requirements for the
tracing of products through the pharmaceutical distribution supply
chain. Starting in 2015, trading partners (manufacturers, wholesale
distributors, dispensers, and repackagers) are required under sections
582(b)(1), (c)(1), (d)(1), and (e)(1) of the FD&C Act to exchange
product tracing information when engaging in transactions involving
certain prescription drugs. For dispensers, requirements for the
tracing of products through the pharmaceutical distribution supply
chain under section 582(d)(1) of the FD&C Act go into effect on July 1,
2015.
    Some dispensers have expressed concern that electronic systems used
to exchange, capture, and maintain product tracing information will not
be operational by this effective date. Although the DSCSA allows
product tracing information to be exchanged through paper in certain
circumstances, FDA understands that many dispensers intend to utilize
electronic systems to capture and maintain product tracing information.
Thus, FDA recognizes that some dispensers may need additional time
beyond July 1, 2015, to work with trading partners to ensure that the
product tracing information required by section 582 is captured and
maintained by dispensers. In light of these concerns, FDA does not
intend to take action against dispensers who, prior to November 1,
2015: (1) Accept ownership of product without receiving product tracing
information, prior to or at the time of a transaction, as required by
section 582(d)(1)(A)(i) of the FD&C Act or (2) do not capture and
maintain the product tracing information, as required by section
582(d)(1)(A)(iii) of the FD&C Act. This compliance policy does not
extend to other requirements of the FD&C Act applicable to dispensers
and other trading partners, including

those in section 582, such as verification related to suspect and
illegitimate product (including quarantine, investigation, notification
and recordkeeping) and requirements related to engaging in transactions
only with authorized trading partners. The guidance document explains
the scope of the compliance policy in further detail.
    The guidance represents the current thinking of FDA on this topic.
It does not establish any rights for any person and is not binding on
FDA or the public. You can use an alternative approach if it satisfies
the requirements of the applicable statutes and regulations.

II. Comments

    Interested persons may submit either electronic comments to http://www.regulations.gov or written comments to the Division of Dockets
Management (HFA-305), Food and Drug Administration, 5630 Fishers Lane,
Rm. 1061, Rockville, MD 20852. Identify all comments with the docket
number found in brackets in the heading of this document. Received
comments may be seen in the Division of Dockets Management between 9
a.m. and 4 p.m., Monday through Friday, and will be posted to the
docket at http://www.regulations.gov.

III. Electronic Access

    Persons with access to the Internet may obtain the document at
http://www.fda.gov/Drugs/GuidanceComplianceRegulatoryInformation/Guidances/default.htm, http://www.fda.gov/BiologicsBloodVaccines/GuidanceComplianceRegulatoryInformation/Guidances/default.htm, or
http://www.regulations.gov.

    Dated: June 29, 2015.
Leslie Kux,
Associate Commissioner for Policy.
[FR Doc. 2015-16401 Filed 7-2-15; 8:45 am]
 BILLING CODE 4164-01-P


[Federal Register Volume 83, Number 71 (Thursday, April 12, 2018)]
[Notices]
[Pages 15883-15889]
[FR Doc No: 2018-07527]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-83007; File No. SR-NASDAQ-2017-128]

Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Order
Instituting Proceedings To Determine Whether To Approve or Disapprove a
Proposed Rule Change To List and Trade Shares of the Western Asset
Total Return ETF

April 6, 2018.
    On December 20, 2017, The Nasdaq Stock Market LLC (``Nasdaq'')
filed with the Securities and Exchange Commission (``Commission''),
pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act'') \1\ and Rule 19b-4 thereunder,\2\ a proposed rule change to
list and trade shares (``Shares'') of the Western Asset Total Return
ETF (``Fund''), a series of Legg Mason ETF Investment Trust
(``Trust''), under Nasdaq Rule 5735 (Managed Fund Shares). The proposed
rule change was published for comment in the Federal Register on
January 9, 2018.\3\ On February 21, 2018, pursuant to Section 19(b)(2)
of the Act,\4\ the Commission designated a longer period within which
to approve the proposed rule change, disapprove the proposed rule
change, or institute proceedings to determine whether to disapprove the
proposed rule change.\5\ The Commission has received no comments on the
proposed rule change. This order institutes proceedings under Section
19(b)(2)(B) of the Act \6\ to determine whether to approve or
disapprove the proposed rule change.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 82439 (Jan. 3,
2018), 83 FR 1062 (``Notice'').
    \4\ 15 U.S.C. 78s(b)(2).
    \5\ See Securities Exchange Act Release No. 82757, 83 FR 8532
(Feb. 27, 2018). The Commission designated April 9, 2018, as the
date by which the Commission shall approve or disapprove, or
institute proceedings to determine whether to disapprove, the
proposed rule change.
    \6\ 15 U.S.C. 78s(b)(2)(B).
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I. Summary of the Exchange's Description of the Proposed Rule Change
\7\
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    \7\ For a complete description of the Exchange's proposal, see
the Notice, supra note 3.
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    The Exchange proposes to list and trade Shares of the Fund under
Nasdaq Rule 5735, which governs the listing and trading of Managed Fund
Shares on the Exchange. The Shares will be offered by the Trust, which
is registered with the Commission as an investment company under the
Investment Company Act of 1940 (``1940 Act''). The Fund will be a
series of the Trust.\8\
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    \8\ The Trust filed a registration statement on Form N-1A with
the Commission with respect to the Fund but withdrew it on February
14, 2018. See Post-Effective Amendment No. 27 to the Registration
Statement on Form N-1A for the Trust (File Nos. 333-206784 and 811-
23096) as filed on August 8, 2017 (``Registration Statement'') and
Request for Withdrawal of Post-Effective Amendments Nos. 27, 31, 33,
35, 36 and 38 to the Trust's Registration Statement filed on Form N-
1A as filed on February 14, 2018.
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    Legg Mason Partners Fund Advisor, LLC will be the investment
manager (``Manager'') to the Fund. Western Asset Management Company
will serve as the sub-adviser to the Fund (``Sub-Adviser'') and Western
Asset Management Company Limited in London, Western Asset Management
Company Pte. Ltd. in Singapore, and Western Asset Management Company
Ltd in Japan will each serve as sub-sub-advisers to the Fund
(collectively, ``Sub-Sub-Advisers'' and each, a ``Sub-Sub-
Adviser'').\9\ Legg Mason Investor Services, LLC (``Distributor'') will
be the distributor of the Fund's Shares. The Manager, each of the Sub-
Advisers, and the Distributor are wholly-owned subsidiaries of Legg
Mason, Inc. (``Legg Mason''). The Exchange states that an entity that
is not affiliated with Legg Mason, and which is named in the
Registration Statement, will act as the administrator, accounting
agent, custodian, and transfer agent to the Fund.\10\
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    \9\ References to ``Sub-Adviser'' or ``Sub-Advisers''
hereinafter include the Sub-Adviser and each applicable Sub-Sub-
Adviser.
    \10\ According to the Exchange, none of the Manager or any of
the Sub-Advisers is a broker-dealer, but each is affiliated with the
Distributor, a broker-dealer. The Exchange states that each of the
Manager and the Sub-Advisers has implemented and will maintain a
fire wall with respect to its broker-dealer affiliate regarding
access to information concerning the composition of and/or changes
to the portfolio prior to implementation. In addition, personnel who
make decisions on the Fund's portfolio composition will be subject
to procedures designed to prevent the use and dissemination of
material non-public information regarding the Fund's portfolio. In
the event (i) the Manager or any of the Sub-Advisers registers as a
broker-dealer or becomes newly affiliated with a broker-dealer, or
(ii) any new manager or sub adviser to the Fund is a registered
broker-dealer or becomes affiliated with another broker-dealer, it
will implement and maintain a fire wall with respect to its relevant
personnel and/or such broker-dealer affiliate, as applicable,
regarding access to information concerning the composition of and/or
changes to the portfolio prior to implementation and will be subject
to procedures designed to prevent the use and dissemination of
material non-public information regarding the portfolio.

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    The Fund will be an actively managed exchange-traded fund
(``ETF''). According to the Exchange, the investment objective of the
Fund will be to seek to maximize total return, consistent with prudent
investment management and liquidity needs. Although the Fund may invest
in securities and Debt (as defined below) of any maturity, the Fund
will normally maintain an average effective duration within 35% of the
average duration of the U.S. bond market as a whole (generally, this
bond market range is 2.5 to 7 years) as estimated by the Sub-
Adviser.\11\
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    \11\ The Exchange states that the average effective duration of
the Fund may fall outside of its expected range due to market
movements, and that if this happens, the Sub-Advisers will take
action to bring the Fund's average effective duration back within
its expected range within a reasonable period of time.
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A. Principal Investments

    According to the Exchange, under Normal Market Conditions,\12\ the
Fund will seek to achieve its investment objective by investing at
least 80% of its net assets in a portfolio comprised of (i) U.S. or
foreign fixed income securities (as described below); (ii) U.S. or
foreign Debt (as described below); (iii) ETFs \13\ that provide
exposure to such U.S. or foreign fixed income securities, Debt, or
other Principal Investments (as described below); (iv) derivatives \14\
that (a) provide exposure to such U.S. or foreign fixed income
securities, Debt, and other Principal Investments, (b) are used to risk
manage the Fund's holdings,\15\ or (c) are used to enhance returns,
such as through covered call strategies; (v) U.S. or foreign equity
securities of any type acquired in reorganizations of issuers of fixed
income securities or Debt held by the Fund (``Work Out
Securities'');\16\ (vi) U.S. or foreign non-convertible preferred
securities (other than trust preferred securities, which the Fund may
invest in but which are treated as fixed income securities under Nasdaq
Rule 5735(b)(1)(B)) (``Non-Convertible Preferred Securities''); \17\
(vii) warrants \18\ on U.S. or foreign fixed income securities; (viii)
warrants on U.S. or foreign equity securities that are attached to,
accompany, or are purchased alongside investments in U.S. or foreign
fixed income securities issued by the issuer of the warrants (``Equity-
Related Warrants''); \19\ (ix) cash and cash equivalents; \20\ and (x)
foreign currencies (collectively, the ``Principal Investments;'' and
the equity elements of the Principal Investments, which consist of ETFs
that provide exposure to fixed income securities, Debt, or other
Principal Investments; Work Out Securities; Non-Convertible Preferred
Securities; and Equity-Related Warrants, collectively referred to as
``Principal Investment Equities'').
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    \12\ The term ``Normal Market Conditions'' has the meaning set
forth in Nasdaq Rule 5735(c)(5). In addition, the Exchange states
that the Fund may vary from ordinary parameters on a temporary
basis, including for defensive purposes, during the initial invest-
up period (i.e., the six-week period following the commencement of
trading of Shares on the Exchange) and during periods of high cash
inflows or outflows (i.e., rolling periods of seven calendar days
during which inflows or outflows of cash, in the aggregate, exceed
10% of the Fund's net assets as of the opening of business on the
first day of such periods). In those situations, the Fund may depart
from its principal investment strategies and may, for example, hold
a higher than normal proportion of its assets in cash and cash
equivalents. During such periods, the Fund may not be able to
achieve its investment objective. The Fund may also adopt a
defensive strategy and hold a significant portion of its assets in
cash and cash equivalents when the Manager or any Sub-Adviser
believes securities, Debt, and other instruments in which the Fund
normally invests have elevated risks due to political or economic
factors, heightened market volatility or in other extraordinary
circumstances that do not constitute ``Normal Market Conditions.''
    \13\ The Exchange states that the ETFs in which the Fund may
invest include Index Fund Shares (as described in Nasdaq Rule
5705(b)), Portfolio Depositary Receipts (as described in Nasdaq Rule
5705(a)), and Managed Fund Shares (as described in Nasdaq Rule
5735). According to the Exchange, the Fund will not invest in ETFs
that are not registered as investment companies under the 1940 Act.
The ETFs held by the Fund will invest in fixed income securities,
Debt, and money-market instruments to which the Fund seeks exposure.
The Exchange represents that all such ETFs will trade on markets
that are members of the Intermarket Surveillance Group (``ISG'') or
exchanges that are parties to a comprehensive surveillance sharing
agreement with the Exchange. In addition, the Exchange states that
the Fund will not invest in leveraged, inverse, or inverse leveraged
ETFs.
    \14\ The Exchange states that derivatives will include: (i)
Swaps and security-based swaps, futures, options, options on
futures, and swaptions that are traded on an exchange, trading
facility, swap execution facility or alternative trading system (a)
that is a member of the ISG, which includes all U.S. national
securities exchanges and most futures exchanges, (b) that is subject
to a comprehensive surveillance sharing agreement with the Exchange,
or (c) that is not an ISG member and with which the Exchange does
not have a comprehensive surveillance sharing agreement (``Exchange-
Traded Derivatives''); and (ii) swaps and security-based swaps,
options, options on futures, swaptions, forwards, and similar
instruments that are traded in the over-the-counter (``OTC'') market
and are either centrally cleared or cleared bilaterally (``OTC
Derivatives). Specifically, the Exchange states that derivatives
that the Fund may enter into include: (A) OTC deliverable and non-
deliverable foreign exchange forward contracts; (B) exchange-listed
futures contracts on securities (including Treasury Securities and
foreign government securities), commodities, indices, interest
rates, financial rates, and currencies; (C) exchange-listed or OTC
options or swaptions (i.e., options to enter into a swap) on
securities, commodities, indices, interest rates, financial rates,
currencies, and futures contracts; and (D) exchange-listed or OTC
swaps (including total return swaps) on securities, commodities,
indices, interest rates, financial rates, currencies, and debt, and
credit default swaps on single names, basket, and indices (both as
protection seller and as protection buyer).
    \15\ According to the Exchange, the risk management uses of
derivatives will include managing (i) investment-related risks; (ii)
risks due to fluctuations in securities prices, interest rates, or
currency exchanges rates; (iii) risks due to the credit-worthiness
of an issuer; and (iv) the effective duration of the Fund's
portfolio.
    \16\ According to the Exchange, Work Out Securities will
generally be traded in the OTC market or may be listed on an
exchange that may or may not be an ISG member.
    \17\ According to the Exchange, Non-Convertible Preferred
Securities may be listed on either an ISG member exchange (or an
exchange with which the Exchange has a comprehensive surveillance
sharing agreement) or a non-ISG member exchange, or be unlisted and
trade in the OTC market.
    \18\ The Exchange states that the Fund may hold warrants that
provide the right to purchase fixed income securities or equity
securities, and such warrants may be traded in the OTC market or may
be listed on an exchange, including an exchange that is not an ISG
member. According to the Exchange, the Fund expects that most of the
warrants it holds will be attached to related fixed income
securities.
    \19\ According to the Exchange, the Fund's interests in Equity-
Related Warrants will be similar to the Fund's interest in Work Out
Securities in that they reflect interests in equity securities that
are held solely in connection with investments in fixed income
securities.
    \20\ According to the Exchange, cash equivalents consist of the
following, all of which have maturities of less than three months:
U.S. government securities; certificates of deposit issued against
funds deposited in a bank or savings and loan association; bankers'
acceptances; repurchase agreements and reverse repurchase
agreements; and bank time deposits. In addition, cash equivalents
consist of money market funds registered under the 1940 Act and
money market funds that are not registered under the 1940 Act but
that comply with Rule 2a-7 under the 1940 Act (together, ``Money
Market Funds''), money market ETFs, and commercial paper having
maturities of 360 days or less.
---------------------------------------------------------------------------

    The Exchange states that fixed income securities may consist of the
following: (i) U.S. or foreign corporate debt securities, including
notes, bonds, debentures, trust preferred securities, and commercial
paper issued by corporations, trusts, limited partnerships, limited
liability companies, and other types of non-governmental legal
entities; (ii) U.S. government securities, including

obligations of, or securities guaranteed by, the U.S. government, its
agencies, or government-sponsored entities (``GSEs''); (iii) sovereign
debt securities, including fixed income securities issued by
governments, agencies, or instrumentalities and their political
subdivisions; securities issued by government-owned, controlled, or
sponsored entities; interests in entities organized and operated for
the purpose of restructuring the investment instruments issued by such
entities; Brady Bonds; and fixed income securities issued by
supranational entities such as the World Bank; (iv) U.S. or foreign
mortgage-backed securities (``MBS''); (v) U.S. or foreign asset-backed
securities (``ABS''); \21\ (vi) municipal securities, which include
general obligation bonds, revenue bonds, housing authority bonds,
private activity bonds, industrial development bonds, residual interest
bonds, tender option bonds, tax and revenue anticipation notes, bond
anticipation notes, tax-exempt commercial paper, municipal leases,
participation certificates and custodial receipts; (vii) zero coupon
securities; (viii) pay-in-kind securities; (ix) deferred interest
securities; (x) U.S. or foreign structured notes and indexed
securities, including securities that have demand, tender or put
features, or interest rate reset features; and (xi) U.S. or foreign
inflation-indexed or inflation-protected securities, which include,
among others, U.S. Treasury Inflation Protected Securities. The
securities may pay fixed, variable, or floating rates of interest or,
in the case of instruments such as zero coupon bonds, do not pay
current interest but are issued at a discount from their face values.
---------------------------------------------------------------------------

    \21\ According to the Exchange, the MBS and ABS in which the
Fund will invest make periodic payments of interest and/or principal
on underlying pools of mortgages, government securities, or, in the
case of ABS, loans, leases, and receivables other than real estate.
The Fund may also invest in stripped ABS or MBS, which represent the
right to receive either payments of principal or payments of
interest on real estate receivables, in the case of MBS, or non-real
estate receivables, in the case of ABS.
---------------------------------------------------------------------------

    The Exchange states that the Fund may invest in debt instruments
(``Debt'') that may be deemed not to be ``securities,'' as defined in
the Act, which will be comprised primarily of the following: (i) U.S.
or foreign bank loans and participations in bank loans; (ii) U.S. or
foreign loans by non-bank lenders and participations in such loans;
(iii) U.S. or foreign loans on real estate secured by mortgages and
participations (without guarantees by a GSE); and (iv) participations
in U.S. or foreign loans and/or other extensions of credit, such as
guarantees, made by governmental entities or financial institutions.
Debt may be partially or fully secured by collateral supporting the
payment of interest and principal, or unsecured and/or subordinated to
other instruments. Debt may relate to financings for highly-leveraged
borrowers. The Fund may acquire an interest in Debt by purchasing
participations in and/or assignments of portions of loans from third
parties or by investing in pools of loans, such as collateralized debt
obligations.
    With respect to fixed income securities and Debt, the Fund may
invest in restricted instruments, such as Rule 144A and Regulation S
securities, which are subject to resale restrictions that limit
purchasers to qualified institutional buyers, as defined in Rule 144A
under the Securities Act of 1933, as amended (``Securities Act'') or
non-U.S. persons, within the meaning of Regulation S under the
Securities Act.
    The Exchange states that, as a result of the Fund's use of
derivatives and to serve as collateral, the Fund may also hold
significant amounts of Treasury Securities, cash, and cash equivalents
and, in the case of derivatives that are payable in a foreign currency,
the foreign currency in which the derivatives are payable.
    The Exchange states that the Fund may, without limitation, enter
into repurchase arrangements and borrowing and reverse repurchase
arrangements, purchase and sale contracts, buybacks and dollar
rolls,\22\ and spot currency transactions. The Fund may also, subject
to required margin and without limitation, purchase securities and
other instruments under when-issued, delayed delivery, to be announced
or forward commitment transactions, where the securities or instruments
will not be delivered or paid for immediately.
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    \22\ According to the Exchange, the Fund may enter into a
forward roll transaction (also referred to as a mortgage dollar
roll) with the intention of entering into an offsetting transaction
whereby, rather than accepting delivery of the security on the
specified date, the Fund sells the security and agrees to repurchase
a similar security at a later time.
---------------------------------------------------------------------------

B. Other Investments

    According to the Exchange, under Normal Market Conditions, the Fund
will seek its investment objective by investing at least 80% of its net
assets in a portfolio of the Principal Investments. The Fund may invest
its remaining assets exclusively in: (i) U.S. or foreign exchange-
listed or OTC convertible fixed income securities; and (ii) OTC
Derivatives and Exchange-Traded Derivatives that do not satisfy the
Fund's primary uses for derivatives, which are to (A) provide exposure
to such U.S. or foreign fixed income securities, Debt and other
Principal Investments, (B) risk manage the Fund's holdings, and (C)
enhance returns.

C. Investment Restrictions

    According to the Exchange, the Fund may invest up to 30% of its
assets in Non-Convertible Preferred Securities, Equity-Related
Warrants, and Work Out Securities. The Fund will not invest in equity
securities other than Principal Investment Equities. Principal
Investment Equities consist of (i) Non-Convertible Preferred
Securities, Equity-Related Warrants, and Work Out Securities, which are
limited to 30% of the Fund's assets in the aggregate, and (ii) shares
of ETFs that provide exposure to fixed income securities, Debt, or
other Principal Investments, which are subject to no limits.
    The Exchange states that while the Fund will invest principally in
fixed income securities and Debt that are, at the time of purchase,
investment grade, the Fund may invest up to 30% of its net assets in
below investment grade fixed income securities and Debt. For these
purposes, ``investment grade'' is defined as investments with a rating
at the time of purchase in one of the four highest rating categories of
at least one nationally recognized statistical ratings organization
(``NRSRO'').\23\
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    \23\ The Exchange states that unrated fixed income securities or
Debt may be considered investment grade if, at the time of purchase,
and under Normal Market Conditions, the applicable Sub-Adviser
determines that such securities are of comparable quality based on a
fundamental credit analysis of the unrated security or Debt
instrument and comparable NRSRO-rated securities.
---------------------------------------------------------------------------

    According to the Exchange, the Fund may invest in fixed income
securities, equity securities, or Debt issued by both U.S. and non-U.S.
issuers (including issuers in emerging markets). However, the Fund will
not invest: (i) More than 30% of its total assets directly in fixed
income securities, equity securities, or Debt of non-U.S. issuers; or
(ii) more than 25% of its total assets directly in non-U.S. dollar
denominated fixed income securities, equity securities, or Debt.\24\
---------------------------------------------------------------------------

    \24\ The Exchange states that, for purposes of these
concentration limits only, derivatives, warrants, and ETFs traded on
U.S. exchanges that provide indirect exposure to fixed income
securities, equity securities, or Debt (as applicable) of non-U.S.
issuers or to fixed income securities, equity securities, or Debt
(as applicable) denominated in currencies other than U.S. dollars
will not be counted in calculating the Fund's holdings in non-U.S.
issuers or in non-U.S. dollar denominated securities or Debt.
---------------------------------------------------------------------------

    The Exchange states that the Fund may invest a substantial portion
of its

net assets in ABS and MBS. However, the Fund will not invest more than
30% of the fixed income portion of the Fund's portfolio in non-agency,
non-GSE, and privately-issued mortgage-related and other asset-backed
securities (``Private ABS/MBS'').
    According to the Exchange, the Fund may not concentrate its
investments (i.e., invest more than 25% of the value of its total
assets) in securities of issuers in any one industry. The Exchange
states that this restriction will be interpreted to permit investment
without limit in the following: Obligations issued or guaranteed by the
U.S. government, its agencies or instrumentalities; securities of
state, territory, possession, or municipal governments and their
authorities, agencies, instrumentalities, or political subdivisions;
and repurchase agreements collateralized by any such obligations.
    In addition, the Exchange states that the Fund may hold up to an
aggregate amount of 15% of its net assets in illiquid assets
(calculated at the time of investment), including Rule 144A securities
deemed illiquid by the Manager or the Sub-Advisers.\25\ The Fund will
monitor its portfolio liquidity on an ongoing basis to determine
whether, in light of current circumstances, an adequate level of
liquidity is being maintained and will consider taking appropriate
steps in order to maintain adequate liquidity if, through a change in
values, net assets, or other circumstances, more than 15% of the Fund's
net assets are held in illiquid securities or other illiquid assets.
---------------------------------------------------------------------------

    \25\ In reaching liquidity decisions, the Manager or Sub-
Advisers (as applicable) may consider the following factors: The
frequency of trades and quotes for the security; the number of
dealers wishing to purchase or sell the security and the number of
other potential purchasers; dealer undertakings to make a market in
the security; and the nature of the security and the nature of the
marketplace in which it trades (e.g., the time needed to dispose of
the security, the method of soliciting offers and the mechanics of
transfer).
---------------------------------------------------------------------------

    According to the Exchange, the Fund's investments in derivatives
will be consistent with the Fund's investment objective and will not be
used for the purpose of seeking leveraged returns or performance that
is the multiple or inverse multiple of a benchmark (although
derivatives have embedded leverage). Although the Fund will be
permitted to borrow as permitted under the 1940 Act, it will not be
operated as a ``leveraged ETF,'' (i.e., it will not be operated in a
manner designed to seek a multiple or inverse multiple of the
performance of an underlying reference index).
    The Exchange states that under Normal Market Conditions, the Fund
will satisfy the following requirements, on a continuous basis measured
at the time of purchase: (i) Component securities that in the aggregate
account for at least 75% of the fixed income weight of the Fund's
portfolio each will have a minimum original principal amount
outstanding of $100 million or more; (ii) no fixed income security held
in the portfolio (excluding Treasury Securities and GSE Securities)
\26\ will represent more than 30% of the fixed income weight of the
Fund's portfolio, and the five most heavily weighted portfolio
securities (excluding Treasury Securities and GSE Securities) will not
in the aggregate account for more than 65% of the fixed income weight
of the Fund's portfolio; (iii) the Fund's portfolio (excluding exempted
securities) will include a minimum of 13 non-affiliated issuers; (iv)
at least 75% of the investments in securities issued by emerging market
issuers will have a minimum original principal amount outstanding of
$200 million or more; and (v) at least 75% of investments in bank loans
or corporate loan assets \27\ will be in senior loans with an initial
deal size of $100 million or greater.
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    \26\ The terms ``Treasury Securities'' and ``GSE Securities'' as
used herein have the meanings set forth in Nasdaq Rule
5735(b)(1)(B).
    \27\ These include senior loans, syndicated bank loans, junior
loans, bridge loans, unfunded commitments, revolvers, and
participation interests.
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D. Application of Generic Listing Requirements

    The Exchange states that it submitted the proposed rule change
because the Fund will not meet all of the ``generic'' listing
requirements of Nasdaq Rule 5735(b)(1). The Exchange states that the
Fund will meet all such requirements except those described below,\28\
and the Exchange has proposed that the Fund will comply with certain
alternative limits described below.
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    \28\ The Exchange notes that the Fund will comply with the
applicable requirements of Nasdaq Rule 5735(b)(1) with respect to
all commercial paper held by the Fund. In addition, in accordance
with Nasdaq Rule 5735(b)(1)(B), to the extent that the Fund holds
securities that convert into fixed income securities, the fixed
income securities into which any such securities are converted will
meet the criteria of Nasdaq Rule 5735(b)(1)(B) after converting.
---------------------------------------------------------------------------

    (i) The Fund will not comply with the requirements in Nasdaq Rule
5735(b)(1) to use the aggregate gross notional value of derivatives
when calculating the weight of such derivatives or the exposure that
such derivatives provide to underlying reference assets, including the
requirements in Rules 5735(b)(1)(D)(i) and (ii),\29\ 5735(b)(1)(E),\30\
and 5735(b)(1)(F).\31\ Instead, the Exchange proposed that for the
purposes of any applicable requirements under Nasdaq Rule 5735(b)(1),
and any alternative requirements proposed by the Exchange, the Fund
will use the mark-to-market value or exposure of its derivatives in
calculating the weight of such derivatives or the exposure that such
derivatives provide to their reference assets.
---------------------------------------------------------------------------

    \29\ Rules 5735(b)(1)(D)(i) and (ii) impose certain limitations
on investments in listed derivatives, and require that, for purposes
of calculating such limitations, a portfolio's investment in listed
derivatives will be calculated as the aggregate gross notional value
of the listed derivatives.
    \30\ Rule 5735(b)(1)(E) imposes a 20% limitation on investments
in OTC derivatives and requires that, for purposes of calculating
such limitation, a portfolio's investments in OTC derivatives will
be calculated as the aggregate gross notional value of the OTC
derivatives.
    \31\ Rule 5735(b)(1)(F) requires that, to the extent listed or
OTC derivatives are used to gain exposure to individual equities
and/or fixed income securities, or to indexes of equities and/or
indexes of fixed income securities, the aggregate gross notional
value of such exposure shall meet the criteria set forth in Rule
5735(b)(1)(A) (which contains generic listing standards for the
equity components of the portfolio) and 5735(b)(1)(B) (which
contains generic listing standards for the fixed income components
of the portfolio), respectively.
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    (ii) The Fund will not comply with the requirement in Nasdaq Rule
5735(b)(1)(B)(v) that Private ABS/MBS in the Fund's portfolio account,
in the aggregate, for no more than 20% of the weight of the fixed
income portion of the Fund's portfolio. Instead, the Exchange proposed
that the Fund will limit its holdings in Private ABS/MBS to no more
than 30% of the weight of the fixed income portion of the Fund's
portfolio. The Exchange states that, for purposes of this requirement,
the weight of the Fund's exposure to Private ABS/MBS referenced
indirectly through investments in derivatives held by the Fund will be
calculated based on the mark-to-market value or exposure of such
derivatives.
    (iii) The Fund will not comply with the requirement in Nasdaq Rule
5735(b)(1)(B)(iv) that component securities that in aggregate account
for at least 90% of the fixed income weight of the portfolio must be
either: (a) From issuers that are required to file reports pursuant to
Sections 13 and 15(d) of the Act; (b) from issuers that have a
worldwide market value of its outstanding common equity held by non-
affiliates of $700 million or more; (c) from issuers that have
outstanding securities that are notes, bonds debentures, or evidence of
indebtedness having a total remaining principal

amount of at least $1 billion; (d) exempted securities as defined in
Section 3(a)(12) of the Act; or (e) from issuers that are a government
of a foreign country or a political subdivision of a foreign country.
Instead, the Exchange proposed that the fixed income portion of the
portfolio other than Private ABS/MBS will comply with the 90%
requirement in Rule 5735(b)(1)(B)(iv), and that Private ABS/MBS held by
the Fund will not comply with such requirement. The Exchange states
that, for purposes of this requirement, the weight of the Fund's
exposure to any fixed income securities referenced in derivatives held
by the Fund will be calculated based on the mark-to-market value or
exposure of such derivatives.
    (iv) The Fund will not comply with the requirements in Nasdaq Rule
5735(b)(1)(A) \32\ with respect to the Fund's investments in Non-
Convertible Preferred Securities, Work Out Securities, and Equity-
Related Warrants. Instead, the Exchange proposed that (a) the Fund's
investments in equity securities other than Non-Convertible Preferred
Securities, Work Out Securities, and Equity-Related Warrants will
comply with the requirements in Nasdaq Rule 5735(b)(1)(A); \33\ and (b)
the aggregate weight of the Fund's investments in Non-Convertible
Preferred Securities, Work Out Securities, and Equity-Related Warrants
will not exceed 30% of the Fund's net assets.
---------------------------------------------------------------------------

    \32\ Rule 5735(b)(1)(A)(i) requires that U.S. Component Stocks
(as such term is defined in Nasdaq Rule 5705) of the equity portion
of the portfolio meet the following criteria initially and on a
continuing basis (subject to certain exclusions for Exchange Traded
Derivative Securities and Linked Securities, as such terms are
defined in Nasdaq Rules 5735(c)(6) and 5710, respectively): (a)
Component stocks that in the aggregate account for at least 90% of
the equity weight of the portfolio each shall have a minimum market
value of at least $75 million; (b) component stocks that in the
aggregate account for at least 70% of the equity weight of the
portfolio each shall have a minimum monthly trading volume of
250,000 shares, or minimum notional volume traded per month of
$25,000,000, averaged over the last six months; (c) the most heavily
weighted component stock shall not exceed 30% of the equity weight
of the portfolio, and, to the extent applicable, the five most
heavily weighted component stocks shall not exceed 65% of the equity
weight of the portfolio; (d) where the equity portion of the
portfolio does not include Non-U.S. Component Stocks, the equity
portion of the portfolio shall include a minimum of 13 component
stocks; and (e) except for non-exchange traded American Depositary
Receipts (which may consist of up to 10% of the equity weight of the
portfolio), equity securities in the portfolio shall be U.S.
Component Stocks listed on a national securities exchange and shall
be NMS Stocks as defined in Rule 600 of Regulation NMS under the
Act. Further, Rule 5735(b)(1)(A)(ii) requires that Non-U.S.
Component Stocks (as such term is defined in Nasdaq Rule 5705) of
the equity portion of the portfolio meet the following criteria
initially and on a continuing basis: (a) Non-U.S. Component Stocks
each shall have a minimum market value of at least $100 million; (b)
Non-U.S. Component Stocks each shall have a minimum global monthly
trading volume of 250,000 shares, or minimum global notional volume
traded per month of $25,000,000, averaged over the last six months;
(c) the most heavily weighted Non-U.S. Component Stock shall not
exceed 25% of the equity weight of the portfolio, and, to the extent
applicable, the five most heavily weighted Non-U.S. Component Stocks
shall not exceed 60% of the equity weight of the portfolio; (d)
where the equity portion of the portfolio includes Non-U.S.
Component Stocks, the equity portion of the portfolio shall include
a minimum of 20 component stocks (subject to certain exclusions for
Exchange Traded Derivative Securities and Linked Securities); and
(e) each Non-U.S. Component Stock shall be listed and traded on an
exchange that has last-sale reporting.
    \33\ According to the Exchange, the other equity securities that
the Fund will invest in will consist of ETFs (including money market
ETFs) that provide exposure to fixed income securities, Debt, and
other Principal Investments, and the weight of such ETFs in the
Fund's portfolio will not be limited.
---------------------------------------------------------------------------

    (v) The Fund will not comply with the requirement in Nasdaq Rule
5735(b)(1)(E) that, on both an initial and continuing basis, no more
than 20% of the assets in the Fund's portfolio may be invested in over-
the-counter derivatives. Instead, the Exchange proposed that: (a) There
be no limit on the Fund's investments in ``Interest Rate Derivatives''
\34\ and ``Currency Derivatives'' \35\ entered into with broker-
dealers, banks, and other financial intermediaries; and (b) the
aggregate weight of the Fund's investments in all other OTC Derivatives
(excluding Interest Rate Derivatives and Currency Derivatives) will not
exceed 10% of the Fund's net assets (calculated based on the mark-to-
market value or exposure of such other OTC Derivatives).
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    \34\ The Exchange states that ``Interest Rate Derivatives'' are
comprised of interest rate swaps, swaptions (i.e., options on
interest rate swaps), rate options, and other similar derivatives,
and may be Exchange-Traded Derivatives or OTC Derivatives.
    \35\ The Exchange states that ``Currency Derivatives'' are
comprised of deliverable and non-deliverable currency forwards,
swaps and options on currencies, and similar currency or foreign
exchange derivatives, and may be Exchange-Traded Derivatives or OTC
Derivatives.
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    (vi) The Fund will not comply with the requirement in Nasdaq Rule
5735(b)(1)(D)(i) that, in the aggregate, at least 90% of the weight of
the Fund's holdings in futures, exchange-traded options, and listed
swaps shall, on both an initial and continuing basis, consist of
futures, options and swaps for which the Exchange may obtain
information via the ISG, from other members or affiliates of the ISG,
or for which the principal market is a market with which the Exchange
has a comprehensive surveillance sharing agreement. Instead, the
Exchange proposed that no more than 10% of the net assets of the Fund
will be invested in Exchange-Traded Derivatives whose principal market
is not a member of ISG or is a market with which the Exchange does not
have a comprehensive surveillance sharing agreement. The Exchange
states that, for purposes of this 10% limit, the weight of such
Exchange-Traded Derivatives will be calculated based on the mark-to-
market value or exposure of such Exchange-Traded Derivatives.
    (vii) The Fund will not comply with the requirement in Nasdaq Rule
5735(b)(1)(D)(ii) that the aggregate gross notional value of listed
derivatives based on any five or fewer underlying reference assets
shall not exceed 65% of the weight of the Fund's portfolio (including
gross notional exposures), and the aggregate gross notional value of
listed derivatives based on any single underlying reference asset shall
not exceed 30% of the weight of the Fund's portfolio (including gross
notional exposures). Instead, the Exchange proposed that (a) the Fund's
investments in futures and options contracts (including options on
futures) referencing Eurodollars and sovereign debt issued by the
United States (i.e., Treasury Securities) and other ``Group of Seven''
countries \36\ that are listed on an exchange that is an ISG member or
an exchange with which the Exchange has a comprehensive surveillance
sharing agreement (``Eurodollar and G-7 Sovereign Futures and
Options'') will not be subject to the requirements in Nasdaq Rule
5735(b)(1)(D)(ii); and (b) the Fund's investments in Exchange-Traded
Derivatives other than Eurodollar and G-7 Sovereign Futures and Options
will comply with the concentration requirements in Nasdaq Rule
5735(b)(1)(D)(ii) (for purposes of this requirement, the weight of the
applicable Exchange-Traded Derivatives will be calculated based on the
mark-to-market value or exposure of such Exchange-Traded Derivatives).
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    \36\ The ``Group of Seven'' (or ``G-7'') countries consist of
the United States, Canada, France, Germany, Italy, Japan, and the
United Kingdom.
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II. Proceedings To Determine Whether To Approve or Disapprove SR-
NASDAQ-2017-128 and Grounds for Disapproval Under Consideration

    The Commission is instituting proceedings pursuant to Section
19(b)(2)(B) of the Act \37\ to determine whether the proposed rule
change should be approved or disapproved. Institution of such
proceedings is appropriate at this time in view of the legal and policy
issues raised by the

proposed rule change. Institution of proceedings does not indicate that
the Commission has reached any conclusions with respect to any of the
issues involved. Rather, as described below, the Commission seeks and
encourages interested persons to provide comments on the proposed rule
change.
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    \37\ 15 U.S.C. 78s(b)(2)(B).
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    Pursuant to Section 19(b)(2)(B) of the Act,\38\ the Commission is
providing notice of the grounds for disapproval under consideration.
The Commission is instituting proceedings to allow for additional
analysis of the proposed rule change's consistency with Section 6(b)(5)
of the Act, which requires, among other things, that the rules of a
national securities exchange be ``designed to prevent fraudulent and
manipulative acts and practices, 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.'' \39\
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    \38\ Id.
    \39\ 15 U.S.C. 78f(b)(5).
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III. Procedure: Request for Written Comments

    The Commission requests that interested persons provide written
submissions of their views, data, and arguments with respect to the
issues identified above, as well as any other concerns they may have
with the proposal. In particular, the Commission invites the written
views of interested persons concerning whether the proposal is
consistent with Section 6(b)(5) or any other provision of the Act, or
the rules and regulations thereunder. Although there do not appear to
be any issues relevant to approval or disapproval that would be
facilitated by an oral presentation of views, data, and arguments, the
Commission will consider, pursuant to Rule 19b-4, any request for an
opportunity to make an oral presentation.\40\
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    \40\ Section 19(b)(2) of the Act, as amended by the Securities
Act Amendments of 1975, Public Law 94-29 (June 4, 1975), grants the
Commission flexibility to determine what type of proceeding--either
oral or notice and opportunity for written comments--is appropriate
for consideration of a particular proposal by a self-regulatory
organization. See Securities Act Amendments of 1975, Senate Comm. on
Banking, Housing & Urban Affairs, S. Rep. No. 75, 94th Cong., 1st
Sess. 30 (1975).
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    Interested persons are invited to submit written data, views, and
arguments regarding whether the proposal should be approved or
disapproved May 3, 2018. Any person who wishes to file a rebuttal to
any other person's submission must file that rebuttal by May 17, 2018.
The Commission asks that commenters address the sufficiency of the
Exchange's statements in support of the proposal, which are set forth
in the Notice,\41\ in addition to any other comments they may wish to
submit about the proposed rule change. Specifically, the Commission
seeks comment on the statements of the Exchange contained in the Notice
and any other issues raised by the proposed rule change.
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    \41\ See Notice supra note 3.
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    In this regard, the Commission specifically seeks comment on the
proposed cutoff time for redemption requests and creation orders. In
the Notice, the Exchange states that all redemption requests and
creation orders for creation units of the Fund must be received by the
Distributor within one hour after the closing time of the regular
trading session on the Exchange (ordinarily between 4:00 p.m., E.T. and
5:00 p.m., E.T.) in order to receive the net asset value (``NAV'') on
the next business day immediately following the date the order was
placed.\42\ The Exchange also states that the Fund will cause to be
published, through the National Securities Clearing Corporation, on
each business day, prior to the opening of trading on the Exchange
(currently, 9:30 a.m., E.T.), the identity and the required number (as
applicable) of deposit/redemption securities and the amount of cash
applicable to creation orders and redemption requests received in
proper form.\43\ Based on this description, the Commission notes that
market participants that submit redemption requests or creation orders
on a given business day will not know the contents of the deposit/
redemption securities that will be applicable to their request until
the following business day and will receive the following business
day's NAV. Accordingly, the Commission seeks comment on how the
proposed cutoff time for redemption requests and creation orders would
affect the opportunity for an effective and efficient arbitrage process
and whether the proposed cutoff time is consistent with the maintenance
of fair and orderly markets and the requirements of Section 6(b)(5) of
the Act.
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    \42\ See Notice, supra note 3, at 1072.
    \43\ See id.
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    In addition, the Commission specifically seeks comment on whether
the proposed portfolio composition, including the limitations thereon,
is sufficient to support a determination that the proposal is
consistent with the Act. For example, as discussed above, the Exchange
notes that the Fund will not meet the requirement in Nasdaq Rule
5735(b)(1)(B)(v) that Private ABS/MBS, in the aggregate, account for no
more than 20% of the weight of the fixed income portion of the Fund's
portfolio. Instead, the Exchange proposes to limit the Fund's
investments in Private ABS/MBS to 30% of the weight of the fixed income
portion of its portfolio. In addition, the Exchange states that the
Fund's investments in Non-Convertible Preferred Securities, Work Out
Securities, and Equity-Related Warrants, which may constitute up to 30%
of the Fund's net assets, will not comply with the generic listing
requirements for portfolio investments in equity securities set forth
in Nasdaq Rule 5735(b)(1)(A). The Commission seeks commenters' views on
these aspects of the proposal, and whether the Exchange's statements
and representations support a determination that the listing and
trading of the Shares would be consistent with Section 6(b)(5) of 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-NASDAQ-2017-128 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-2017-128. 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 submissions.
You should submit only information that you wish to make available
publicly. All submissions should refer to File Number SR-NASDAQ-2017-
128 and should be submitted on or before May 3, 2018. Rebuttal comments
should be submitted by May 17, 2018.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\44\
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    \44\ 17 CFR 200.30-3(a)(57).
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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-07527 Filed 4-11-18; 8:45 am]
 BILLING CODE 8011-01-P