[Federal Register Volume 78, Number 209 (Tuesday, October 29, 2013)]
[Notices]
[Pages 64566-64569]
[FR Doc No: 2013-25443]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-70744; File No. SR-FINRA-2013-045]

Self-Regulatory Organizations; Financial Industry Regulatory
Authority, Inc.; Notice of Filing and Immediate Effectiveness of a
Proposed Rule Change To Revise the Series 6 Examination Program

October 23, 2013.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act'' or ``SEA'') \1\ and Rule 19b-4 thereunder,\2\ notice is hereby
given that on October 16, 2013, Financial Industry Regulatory
Authority, Inc. (``FINRA'') filed with the Securities and Exchange
Commission (``SEC'' or ``Commission'') the proposed rule change as
described in Items I, II, and III below, which Items have been prepared
by FINRA. FINRA has designated the proposed rule change as
``constituting a stated policy, practice, or interpretation with
respect to the meaning, administration, or enforcement of an existing
rule'' under Section 19(b)(3)(A)(i) of the Act \3\ and Rule 19b-4(f)(1)
thereunder,\4\ which renders the proposal effective upon receipt of
this filing by the Commission. 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.
    \3\ 15 U.S.C. 78s(b)(3)(A)(i).
    \4\ 17 CFR 240.19b-4(f)(1).
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

    FINRA is filing revisions to the content outline and selection
specifications for the Investment Company and Variable Contracts
Products Representative (Series 6) examination program.\5\ The proposed
revisions update the material to reflect changes to the laws, rules and
regulations covered by the examination and to incorporate the functions
and associated tasks currently performed by an Investment Company and
Variable Contracts Products Representative. In addition, FINRA is
proposing to make

changes to the format of the content outline. FINRA is not proposing
any textual changes to the By-Laws, Schedules to the By-Laws or Rules
of FINRA.
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    \5\ FINRA also is proposing corresponding revisions to the
Series 6 question bank. Based on instruction from SEC staff, FINRA
is submitting this filing for immediate effectiveness pursuant to
Section 19(b)(3)(A) of the Act and Rule 19b-4(f)(1) thereunder, and
is not filing the question bank for review. See Letter to Alden S.
Adkins, Senior Vice President and General Counsel, NASD Regulation,
from Belinda Blaine, Associate Director, Division of Market
Regulation, SEC, dated July 24, 2000. The question bank is available
for SEC review.
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    The revised content outline is attached.\6\ The Series 6 selection
specifications have been submitted to the Commission under separate
cover with a request for confidential treatment pursuant to SEA Rule
24b-2.\7\
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    \6\ The Commission notes that the revised content outline is
attached to the filing as Exhibit 3a, not to this Notice.
    \7\ 17 CFR 240.24b-2.
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    The text of the proposed rule change is available on FINRA's Web
site at http://www.finra.org, at the principal office of FINRA 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, FINRA 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. FINRA has prepared summaries, set forth in sections A,
B, and C below, of the most significant aspects of such statements.

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

1. Purpose
    Section 15A(g)(3) of the Act \8\ authorizes FINRA to prescribe
standards of training, experience, and competence for persons
associated with FINRA members. In accordance with that provision, FINRA
has developed examinations that are designed to establish that persons
associated with FINRA members have attained specified levels of
competence and knowledge, consistent with applicable registration
requirements under FINRA rules. FINRA periodically reviews the content
of the examinations to determine whether revisions are necessary or
appropriate in view of changes pertaining to the subject matter covered
by the examinations.
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    \8\ 15 U.S.C. 78o-3(g)(3).
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    Pursuant to NASD Rule 1032(b) \9\ (Limited Representative--
Investment Company and Variable Contracts Products), if a
representative's activities are limited solely to redeemable securities
of companies registered under the Investment Company Act of 1940
(``Investment Company Act''), securities of closed-end companies
registered under the Investment Company Act during the period of
original distribution, and variable contracts and insurance premium
funding programs and other contracts issued by an insurance company
(except contracts that are exempt securities pursuant to Section
3(a)(8) of the Securities Act of 1933), the representative may register
and qualify as an Investment Company and Variable Contracts Products
Representative instead of registering and qualifying as a General
Securities Representative (Series 7) pursuant to NASD Rule 1032(a)
(General Securities Representative).\10\ The Series 6 examination
qualifies an individual to function as an Investment Company and
Variable Contracts Products Representative.
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    \9\ The current FINRA rulebook consists of (1) FINRA Rules; (2)
NASD Rules; and (3) rules incorporated from NYSE (``Incorporated
NYSE Rules'') (together, the NASD Rules and Incorporated NYSE Rules
are referred to as the ``Transitional Rulebook''). While the NASD
Rules generally apply to all FINRA members, the Incorporated NYSE
Rules apply only to those members of FINRA that are also members of
the NYSE (``Dual Members''). The FINRA Rules apply to all FINRA
members, unless such rules have a more limited application by their
terms. For more information about the rulebook consolidation
process, see Information Notice, March 12, 2008 (Rulebook
Consolidation Process).
    \10\ See also Incorporated NYSE Rule 345.15(3) and Incorporated
NYSE Rule Interpretation 345.15/02.
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    In consultation with a committee of industry representatives, FINRA
recently undertook a review of the Series 6 examination program. As a
result of this review, FINRA is proposing to make revisions to the
content outline to reflect changes to the laws, rules and regulations
covered by the examination and to incorporate the functions and
associated tasks currently performed by an Investment Company and
Variable Contracts Products Representative. FINRA also is proposing to
make changes to the format of the content outline.

Current Outline

    The current content outline is divided into six sections. The
following are the six sections and the number of questions associated
with each of the sections, denoted Section 1 through Section 6:
    1. Securities Markets, Investment Securities and Economic Factors,
8 questions;
    2. Securities and Tax Regulation, 23 questions;
    3. Marketing, Prospecting and Sales Presentation, 18 questions;
    4. Evaluation of Customers, 13 questions;
    5. Product Information; Investment Company Securities and Variable
Contracts, 26 questions; and
    6. Opening and Servicing Customer Accounts, 12 questions.
    Each section also includes the applicable laws, rules and
regulations associated with that section. The current outline also
includes a preface (addressing, among other things, the purpose,
administration and scoring of the examination), sample questions and
reference materials.

Proposed Revisions

    FINRA is proposing to divide the content outline into four major
job functions that are performed by an Investment Company and Variable
Contracts Products Representative. The following are the four major job
functions, denoted Function 1 through Function 4, with the associated
number of questions:
    Function 1: Regulatory fundamentals and business development, 22
questions;
    Function 2: Evaluates customers' financial information, identifies
investment objectives, provides information on investment products, and
makes suitable recommendations, 47 questions;
    Function 3: Opens, maintains, transfers and closes accounts and
retains appropriate account records, 21 questions; and
    Function 4: Obtains, verifies, and confirms customer purchase and
sale instructions, 10 questions.
    Each function also includes specific tasks describing activities
associated with performing that function. There are four tasks (1.1-
1.4) associated with Function 1; four tasks (2.1-2.4) associated with
Function 2; three tasks (3.1-3.3) associated with Function 3; and two
tasks (4.1-4.2) associated with Function 4.\11\ By way of example, one
such task (Task 2.1) is to gather customers' financial and non-
financial information to identify, analyze, and assess risk tolerance,
investment experience and sophistication level.\12\ Further, the
outline lists the knowledge required to perform each function and
associated tasks (e.g., account authorizations and legal
documents).\13\ In addition, where applicable, the outline lists the
laws, rules and regulations a candidate is expected to know to perform
each function and associated tasks. These include the applicable FINRA
Rules (e.g., FINRA Rule 1250), NASD Rules (e.g., NASD

Rule 1070) and SEC rules (e.g., SEA Rule 17f-2).\14\ FINRA conducted a
job analysis study of Investment Company and Variable Contracts
Products Representatives, which included the use of a survey, in
developing each function and associated tasks and updating the required
knowledge set forth in the revised outline. The functions and
associated tasks, which appear in the revised outline for the first
time, reflect the day-to-day activities of an Investment Company and
Variable Contracts Products Representative.
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    \11\ See Exhibit 3a, Outline Pages 6-18.
    \12\ See Exhibit 3a, Outline Page 10.
    \13\ See Exhibit 3a, Outline Page 15.
    \14\ See Exhibit 3a, Outline Pages 6-7.
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    As noted above, FINRA also is proposing to revise the content
outline to reflect changes to the laws, rules and regulations covered
by the examination. Among other revisions, FINRA is proposing to revise
the content outline to reflect the adoption of rules in the
consolidated FINRA rulebook (e.g., NASD Rule 2310 (Recommendations to
Customers (Suitability)) and NASD Rule 3110 (Books and Records) were
adopted as FINRA Rule 2111 (Suitability) and FINRA Rule 4510 Series
(Books and Records), respectively).\15\
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    \15\ See Rule Conversion Chart, available at http://www.finra.org/Industry/Regulation/FINRARules/p085560.
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    FINRA is proposing similar changes to the Series 6 selection
specifications and question bank.
    Finally, FINRA is proposing to make changes to the format of the
content outline, including the preface, sample questions and reference
materials. Among other changes, FINRA is proposing to: (1) Add a table
of contents; \16\ (2) provide more details regarding the purpose of the
examination; \17\ (3) provide more details on the application
procedures; \18\ (4) provide more details on the development and
maintenance of the content outline and examination; \19\ (5) explain
that the passing scores are established by FINRA staff, in consultation
with a committee of industry representatives, using a standard setting
procedure and that the scores are an absolute standard independent of
the performance of candidates taking the examination; \20\ and (6) note
that each candidate will receive a score report at the end of the test
session, which will indicate a pass or fail status and include a score
profile listing the candidate's performance on each major content area
covered on the examination.\21\
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    \16\ See Exhibit 3a, Outline Page 2.
    \17\ See Exhibit 3a, Outline Page 3.
    \18\ See Exhibit 3a, Outline Page 3.
    \19\ See Exhibit 3a, Outline Page 4.
    \20\ See Exhibit 3a, Outline Page 5.
    \21\ See Exhibit 3a, Outline Page 5.
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    The number of questions on the Series 6 examination will remain at
100 multiple-choice questions,\22\ and candidates will continue to have
135 minutes to complete the examination. Currently, a score of 70
percent is required to pass the examination. The passing score will
remain the same.
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    \22\ Consistent with FINRA's practice of including ``pre-test''
questions on certain qualification examinations, which is designed
to ensure that new examination questions meet acceptable testing
standards prior to use for scoring purposes, the examination
includes five additional, unidentified pre-test questions that do
not contribute towards the candidate's score. Therefore, the
examination actually consists of 105 questions, 100 of which are
scored. The five pre-test questions are randomly distributed
throughout the examination.
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Availability of Content Outlines

    The current Series 6 content outline is available on FINRA's Web
site, at www.finra.org/brokerqualifications/exams. The revised Series 6
content outline will replace the current content outline on FINRA's Web
site.
    FINRA is filing the proposed rule change for immediate
effectiveness. FINRA proposes to implement the revised Series 6
examination program on December 16, 2013. FINRA will announce the
proposed rule change and the implementation date in a Regulatory
Notice.
2. Statutory Basis
    FINRA believes that the proposed revisions to the Series 6
examination program are consistent with the provisions of Section
15A(b)(6) of the Act,\23\ which requires, among other things, that
FINRA rules must be designed to prevent fraudulent and manipulative
acts and practices, to promote just and equitable principles of trade,
and, in general, to protect investors and the public interest, and
Section 15A(g)(3) of the Act,\24\ which authorizes FINRA to prescribe
standards of training, experience, and competence for persons
associated with FINRA members. FINRA believes that the proposed
revisions will further these purposes by updating the examination
program to reflect changes to the laws, rules and regulations covered
by the examination and to incorporate the functions and associated
tasks currently performed by an Investment Company and Variable
Contracts Products Representative.
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    \23\ 15 U.S.C. 78o-3(b)(6).
    \24\ 15 U.S.C. 78o-3(g)(3).
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B. Self-Regulatory Organization's Statement on Burden on Competition

    FINRA does not believe that the proposed rule change will result in
any burden on competition that is not necessary or appropriate in
furtherance of the purposes of the Act. The updated examination aligns
with the functions and associated tasks currently performed by an
Investment Company and Variable Contracts Products Representative and
tests knowledge of the most current laws, rules, regulations and skills
relevant to those functions and associated tasks. As such, the proposed
revisions would make the examination more efficient and effective.

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

    Written comments were neither solicited nor received.

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

    The foregoing rule change has become effective pursuant to Section
19(b)(3)(A) of the Act \25\ and paragraph (f)(1) of Rule 19b-4
thereunder.\26\ At any time within 60 days of the filing of the
proposed rule change, the Commission summarily may temporarily suspend
such rule change if it appears to the Commission that such action is
necessary or appropriate in the public interest, for the protection of
investors, or otherwise in furtherance of the purposes of the Act. If
the Commission takes such action, the Commission shall institute
proceedings to determine whether the proposed rule should be approved
or disapproved.
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    \25\ 15 U.S.C. 78s(b)(3)(A).
    \26\ 17 CFR 240.19b-4(f)(1).
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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_ADDRESS>Please include
File Number SR-FINRA-2013-045 on the subject line.

Paper Comments

     Send paper comments in triplicate to Elizabeth M. Murphy,
Secretary, Securities and Exchange Commission, 100 F Street NE.,
Washington, DC 20549-1090.

All submissions should refer to File Number SR-FINRA-2013-045. 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 Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all
written statements with respect to the proposed rule change that are
filed with the Commission, and all written communications relating to
the proposed rule change between the Commission and any person, other
than those that may be withheld from the public in accordance with the
provisions of 5 U.S.C. 552, will be available for Web site viewing and
printing in the Commission's Public Reference Room, 100 F Street NE.,
Washington, DC 20549, on official business days between the hours of
10:00 a.m. and 3:00 p.m. Copies of such filing also will be available
for inspection and copying at the principal office of FINRA. All
comments received will be posted without change; the Commission does
not edit personal identifying information from submissions. You should
submit only information that you wish to make available publicly. All
submissions should refer to File Number SR-FINRA-2013-045 and should be
submitted on or before November 19, 2013.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\27\
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    \27\ 17 CFR 200.30-3(a)(12).
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Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2013-25443 Filed 10-28-13; 8:45 am]
BILLING CODE 8011-01-P


UPDATED COST ANALYSIS for the MOTOR VEHICLE AND ENGINE COMPLIANCE PROGRAM On August 7, 2002 the Environmental Protection Agency, EPA published a notice of proposed rulemaking for Motor Vehicle and Engine Compliance Program Fees for: Light Duty Vehicles; Light Duty Trucks; Heavy Duty Vehicles and Engines; Nonroad Engines; and Motorcycles ( fees rule NPRM) in the Federal Register. At that time EPA made available through the docket a Cost Analysis that described the costs incurred by EPA in conducting the Motor Vehicle and Engine Compliance Program ( MVECP). The MVECP provides certification and compliance services related to air pollution control in highway and nonroad vehicles and engines.

Since August 7, 2002, EPA held a public hearing on September 19, 2002 and received comments from that hearing as well as written comments. Also, in the time between the NPRM and the FRM, EPA gathered additional information about the programs and tests that it plans to conduct and is in a better position to determine the actual costs of its compliance programs for 2004 and beyond than it was at the time of that the NPRM was written. As a result of an internal reassessment of testing capabilities and requisite levels of appropriate compliance oversight, along with comments received, EPA made several adjustments that resulted in a change in costs of certificates for several industry categories. EPA used the information on resources and lab capabilities to make the changes and, therefore, the current rulemaking more accurately represents the test program that EPA will put into place.

The changes are described in the Final Rulemaking for the fees rule, Section 3. The issues are discussed more fully in the Response to Comments document. This Updated Cost Analysis discusses how the program adjustments are reflected the updated cost study and the implications to the fees. The changes are reflected in the attached new worksheets which are based on " Appendix C" which was attached to the " Motor Vehicle and Engine Compliance Program Cost Analysis" document.

The revised worksheets are attached to this document. Each worksheet number and title corresponds to the worksheets from " Appendix C" which was attached to the " Motor Vehicle and Engine Compliance Program Cost Analysis" document. The direct changes to the cost study that were made as a result of program adjustments and the corresponding worksheet totals are shaded in the updated worksheets. These changes are carried forward in the cost study to the LOD, CCD and Overall summary sheets, worksheets # 3, # 4 and # 1, respectively, and, ultimately, to the fees summary sheet, worksheet # 2. This document will not detail the indirect changes to the worksheets that were made as a result of the direct changes because the relationship between the worksheets is essentially unchanged.

The direct changes that were made to the cost study are indicated on the table below: Worksheet # Row Column FRM NPRM 2 Marine SI Other $ 20,645

7 FTE Direct Heavy Duty Highway Engine 1.25 2.25 7 FTE Indirect Heavy Duty Highway Engine 0.25 0.50 10 HDE # 2 HDE Cell Controller Replacement Recoverable $ 75,000 $ 300,000 10 HDE # 2 Analytical/ Sampling System Recoverable $ 182,500 $ 730,000 10 HDE# 1& 2: Diesel Engine Cell Cooling Control Recoverable $ 3,750 $ 30,000 10 HDE# 1& 2: NOx & PM Measurement Methods/ Equipment Recoverable $ 93,750 $ 750,000 10 HDE # 2: SCR Load Controller ( Heavy Duty Engine Test Sites) Recoverable $ 30,000 $ 120,000 12 Engine Procurement Heavy Duty Total $ 68,960 $ 225,360 16 10% of Certified Families ( 1 eng/ family) NR CI 6 families 10 families 16 10% of Certified Families ( 1 eng/ family) HD HW 0 families 10 families 16 Contract $ 20,000/ engine NR CI $ 120,000 $ 200,000 16 Contract $ 20,000/ engine HD HW $ 0 $ 200,000 16 Selective Enforcement Audits HD HW 5 audits 10 audits 16 $ 3,000/ audit HD HW $ 15,000 $ 30,000 Details of Changes to Worksheets 1. Worksheet # 2 The final fees rule does not establish fees for classes of nonroad engines and equipment where EPA had not proposed emissions standards for these classes before the Fees NPRM was published on August 7, 2002. Although the fees proposal included fees for marine SI inboard / sterndrive engines, the final rule does not set fees for these engines. Therefore, in EPA's revised worksheet # 2, in the " Other" column, we reduced the total cost of compliance activities by $ 20,645 to reflect that the marine SI category will not be covered by this regulation.

2. Worksheet # 7 The number of direct FTE and indirect FTE listed under the heavy duty highway column had been decreased to 1.25 and 0.25 FTE, respectively, from the 2.25 and 0.5 FTE that were listed in the N PRM. This is a net reduction of 1.25 FTE.

3. Worksheet # 10 EPA determined that it will use of one test cell for one quarter of a year to conduct HDE compliance testing rather than the two test cells for an entire year. Therefore, the recoverable costs for HDE # 1 and HDE # 2 have been adjusted to reflect the actual amount of time that the cells will be used for compliance work. The recoverable costs that are specifically dedicated to HDE # 2 have been reduced to one quarter of the proposed costs. These include the costs for:

HDE # 2: HDE Cell Controller Replacement HDE # 2: Analytical / Sampling System and HDE # 2: SCR Load Controller ( Heavy Duty Engine Test Sites)

The recoverable costs for equipment that is to be shared between HDE # 1 and HDE # 2 have been reduced to one eighth of the proposed cost to represent the portion dedicated to one cell for one quarter of a year. These include the costs for:

HDE# 1& 2: Diesel Engine Cell Cooling Control HDE# 1& 2: NOx & PM Measurement Methods/ Equipment 4. Worksheet # 12 EPA proposed procuring 10 in use engines, two families of 5 engines, at a cost of $ 25,240 for the first engine per family and $ 21,860 for subsequent engines in the families. The revised test plan specified testing 3 engines in a family. The cost of procuring the first engine is $ 25,240 and the subsequent two will cost $ 21,860 per engine. The final revised cost is $ 68,960.

5. Worksheet # 16 The costs for the proposed Enhanced Engine Compliance Program were shown on worksheet # 16. The number of tests were revised as follows: the number of confirmatory tests for certification at a contracted facility were decreased for NR CI and HD HW to 6 families and 0 families, respectively. At a cost of $ 20,000 per engine, the costs for NR CI and HD HW for certification confirmatory testing was decreased to $ 120,000 and $ 0, respectively.

Furthermore, the number of selective enforcement audits of HD HW engines was revised from 10 to 5 audits resulting in a revised cost of $ 15,000 for the cost of selective enforcement auditing.

Results of Changes to Worksheets The direct changes to the worksheets listed above resulted in a change in the total cost figures for the worksheets which were carried forward to the LOD and CCD summary sheets, worksheet # 3 and worksheet # 4 respectively, to the Overall Cost Summary sheet, worksheet # 1 and, ultimately, resulted in a change in fees. The specific changes to the summary sheets and fees are not discussed in this document as the relationship between the worksheets is generally the same as described in the original Cost Analysis Document. The final fees are shown on revised Worksheet # 2.


[Federal Register Volume 84, Number 226 (Friday, November 22, 2019)]
[Notices]
[Pages 64574-64581]
[FR Doc No: 2019-25316]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-87559; File No. SR-NASDAQ-2019-090]

Self-Regulatory Organizations; The Nasdaq Stock Market LLC;
Notice of Filing of a Proposed Rule Change To Adopt Nasdaq Rule 5704
and Other Related Amendments

November 18, 2019.
    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 November 8, 2019, The Nasdaq Stock Market LLC (``Nasdaq'' or
``Exchange'') filed with the Securities and Exchange Commission
(``SEC'' or ``Commission'') the proposed rule change as described in
Items I and II below, which Items have been prepared by 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 proposes to adopt new Nasdaq Rule 5704 to list and
trade shares of securities issued by an exchange-traded fund as defined
herein, as well as amendments to Nasdaq Rule 4120 (Limit Up-Limit Down
Plan and Trading Halts) and Nasdaq Rule 5615 (Exemptions from Certain
Corporate Governance Requirements), and to discontinue the quarterly
reports currently required with respect to Managed Fund Shares under
Nasdaq Rule 5735(b).
    The Exchange requests that the Commission approve the proposed rule
change on an accelerated basis so that it may become operative as soon
as practicable, particularly given that Rule 6c-11 under the Investment
Company Act of 1940, as amended, becomes effective on December 23,
2019.
    The text of the proposed rule change is available on the Exchange's
website at http://nasdaq.cchwallstreet.com, at the principal office of
the Exchange, and at the Commission's Public Reference Room.

II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, the Exchange included statements
concerning the purpose of and basis for the proposed rule change and
discussed any comments it received on the proposed rule change. The
text of these statements may be examined at the places specified in
Item IV below. The Exchange has prepared summaries, set forth in
sections A, B, and C below, of the most significant aspects of such
statements.

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

1. Purpose
    The Exchange proposes Nasdaq Rule 5704 to establish generic listing
standards that permit the listing and trading of shares (``Exchange
Traded Fund Shares'') of exchange-traded funds (``ETFs'' as defined
below) that meet the criteria established by the Commissions in its
adoption of Rule 6c-11 \3\ (``Rule 6c-11'') under the Investment
Company Act of 1940, as amended (``1940 Act''), to operate without
obtaining an exemptive order from the SEC under the 1940 Act.\4\ This
will help to accomplish the SEC's goal in adopting Rule 6c-11 to allow
such ETFs to come directly to market without the cost and delay of
obtaining exemptive relief while still protecting the interests of
investors and other market participants. Rule 6c-11 will provide
exemptions applicable to both index-based and transparent actively
managed ETFs. Rule 6c-11 will enhance the regulatory framework through
streamlining existing procedures and reducing the costs and time frames
associated with bringing ETFs to market. This, in turn, will also serve
to enhance competition among ETF issuers and ultimately reduce investor
costs.\5\
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    \3\ Specifically, Rule 6c-11 applies to open-end funds that (i)
issue and redeem creation units to and from authorized participants
in exchange for a basket of securities and other assets (and any
cash balancing amount), and (ii) whose shares are listed on a
national securities exchange and trade at market-determined prices.
Rule 6c-11 does not apply to leveraged, inverse, non-transparent,
share classes, or exchange-traded funds structured as unit
investment trusts.
    \4\ See Release Nos. 33-10695; IC-33646; File No. S7-15-18
(Exchange-Traded Funds) (September 25, 2019), 84 FR 57162 (October
24, 2019) (``Adopting Release'').
    \5\ The SEC said in the Adopting Release that Rule 6c-11 ``will
modernize the regulatory framework for ETFs to reflect our more than
two decades of experience with these investment products. The rule
is designed to further important Commission objectives, including
establishing a consistent, transparent, and efficient regulatory
framework for ETFs and facilitating greater competition and
innovation among ETFs.'' See Adopting Release at 57163. The SEC also
said that in reference to the impact of Rule 6c-11 that: ``We
believe rule 6c-11 will establish a regulatory framework that: (1)
Reduces the expense and delay currently associated with forming and
operating certain ETFs unable to rely on existing orders; and (2)
creates a level playing field for ETFs that can rely on the rule. As
such, the rule will enable increased product competition among
certain ETF providers, which can lead to lower fees for investors,
encourage financial innovation, and increase investor choice in the
ETF market.'' See Adopting Release at 57204.
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    Nasdaq believes that the proposed generic listing rules for
Exchange Traded Fund Shares, described below, will facilitate efficient
procedures for ETFs that are permitted to operate in reliance on Rule
6c-11. The Exchange also believes that proposed Nasdaq Rule 5704 is
consistent with, and will further, the Commission's goals in adopting
Rule 6c-11. Exchange Traded Fund Shares that are permitted to operate
in reliance on Rule 6c-11 will be permitted to be listed and traded on
the Exchange without a prior Commission approval order or notice of
effectiveness pursuant to Section 19(b) of the Act. This will
significantly reduce the time frame and costs associated with bringing
Exchange Traded Fund Shares to market, which, in turn, will promote
competition among issuers of Exchange Traded Fund Shares, to the
benefit of investors.
    The Exchange also proposes to amend Nasdaq Rule 4120 (Limit Up-
Limit Down Plan and Trading Halts) and Nasdaq Rule 5615 (Exemptions
from Certain Corporate Governance Requirements), and to discontinue the
quarterly reports currently required with respect to Managed Fund
Shares under Nasdaq Rule 5735(b).
    Proposed Nasdaq Rule 5704 will enable ETFs, whether index-based or
actively managed, to qualify for listing and trading on the Exchange
both on an initial and continued basis by meeting and maintaining
compliance with the criteria set forth in Rule 6c-11.\6\ The specific
provisions of proposed Nasdaq Rule 5704 are presented below, as well as
amendments to Nasdaq Rule 4120 (Limit Up-Limit Down Plan and Trading
Halts) and Nasdaq Rule 5615 (Exemptions from Certain Corporate
Governance Requirements), which would be necessitated by adoption of
the proposed rule. Additionally, the proposed rule change to
discontinue the quarterly reports currently required with respect to
Managed Fund Shares under Nasdaq Rule 5735(b) is also discussed below.
---------------------------------------------------------------------------

    \6\ Rule 6c-11 becomes effective on December 23, 2019. Subject
to approval of this proposed rule change, Exchange Traded Fund
Shares that are permitted to operate in reliance on Rule 6c-11 will
be eligible for listing and trading on Nasdaq under proposed Nasdaq
Rule 5704 after that date.
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Proposed Nasdaq Rule 5704
    Proposed Definitions. Proposed Nasdaq Rule 5704(a)(1)(A), which
defines the term ``Derivative Securities Product'' to mean a security
that meets the definition of ``derivative securities product'' in Rule
19b-4(e) under the Act. Proposed Nasdaq Rule 5704(a)(1)(B) defines the
term ``Exchange Traded Fund'' (``ETF'') as having the same meaning as
the term ``exchange-traded fund'' is defined in

Rule 6c-11.\7\ In the case of an Exchange Traded Fund that is not
currently listed on a national securities exchange, the portion of the
definition found in Rule 6c-11 requiring such listing will become
applicable if the Exchange Traded Fund is listed on a national
securities exchange.
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    \7\ Rule 6c-11(a)(1) defines ``exchange-traded fund'' as a
registered open-end management company: (i) That issues (and
redeems) creation units to (and from) authorized participants in
exchange for a basket and a cash balancing amount if any; and (ii)
Whose shares are listed on a national securities exchange and traded
at market-determined prices. The terms ``authorized participant,''
``basket'' and ``creation unit'' are defined in Rule 6c-11(a).
---------------------------------------------------------------------------

    Proposed Nasdaq Rule 5704(a)(1)(C) defines the term ``Exchange
Traded Fund Share'' as having the same meaning as the term is defined
as having in Rule 6c-11.\8\
---------------------------------------------------------------------------

    \8\ Rule 6c-11(a)(1) defines ``exchange-traded fund share'' as a
share of stock issued by an exchange-traded fund.
---------------------------------------------------------------------------

    Proposed Nasdaq Rule 5704(a)(1)(D) defines the term ``Reporting
Authority'' in respect of a particular series of Exchange Traded Fund
Share means Nasdaq, a wholly-owned subsidiary of Nasdaq, or an
institution or reporting service designated by Nasdaq or its subsidiary
as the official source for calculating and reporting information
relating to such series, including, but not limited to, any current
index or portfolio value; the current value of the portfolio of any
securities required to be deposited in connection with issuance of
Exchange Traded Fund Shares; the amount of any dividend equivalent
payment or cash distribution to holders of Exchange Traded Fund Shares,
net asset value, and other information relating to the issuance,
redemption or trading of Exchange Traded Fund Shares. The definition
also notes that it does not imply that an institution or reporting
service that is the source for calculating and reporting information
relating to Exchange Traded Fund Shares must be designated by Nasdaq;
the term ``Reporting Authority'' does not refer to an institution or
reporting service not so designated.
    Initial and Continued Listing. Proposed Nasdaq Rule 5704(b) states
that Nasdaq may approve a series of Exchange Traded Fund Shares for
listing and trading pursuant to Rule 19b-4(e) under the Act, provided
it is eligible to operate in reliance on Rule 6c-11 and is in
compliance with the requirements of Rule 6c-11(c) on an initial and
continued listing basis.\9\ The requirements of Nasdaq Rule 5704 must
also be satisfied on an initial and continued listing basis.
---------------------------------------------------------------------------

    \9\ Rule 6c-11(c) sets forth certain conditions applicable to
exchange-traded funds, and specifies the information required to be
disclosed prominently on the fund's website free of charge,
including the following: (i) Before the opening of regular trading
on the primary listing exchange of the exchange-traded fund shares,
the estimated cash balancing amount (if any) and the following
information (as applicable) for each portfolio holding that will
form the basis of the next calculation of current net asset value
per share: (A) Ticker symbol; (B) CUSIP or other identifier; (C)
Description of holding; (D) Quantity of each security or other asset
held; and (E) Percentage weight of the holding in the portfolio;
(ii) The exchange-traded fund's current net asset value per share,
market price, and premium or discount, each as of the end of the
prior business day; (iii) A table showing the number of days the
exchange-traded fund's shares traded at a premium or discount during
the most recently completed calendar year and the most recently
completed calendar quarters since that year (or the life of the
exchange-traded fund, if shorter); (iv) A line graph showing
exchange-traded fund share premiums or discounts for the most
recently completed calendar year and the most recently completed
calendar quarters since that year (or the life of the exchange-
traded fund, if shorter); (v) The exchange-traded fund's median bid-
ask spread, expressed as a percentage rounded to the nearest
hundredth (and computed in a manner described in Rule 6c-11(c)(v)(A)
through (D)); and (vi) If the exchange-traded fund's premium or
discount is greater than 2% for more than seven consecutive trading
days, a statement that the exchange-traded fund's premium or
discount, as applicable, was greater than 2% and a discussion of the
factors that are reasonably believed to have materially contributed
to the premium or discount, which must be maintained on the website
for at least one year thereafter. Rule 6c-11(c)(4) provides that the
exchange-traded fund may not seek, directly or indirectly, to
provide investment returns that correspond to the performance of a
market index by a specified multiple, or to provide investment
returns that have an inverse relationship to the performance of a
market index, over a predetermined period of time.
---------------------------------------------------------------------------

    Proposed Nasdaq Rule 5704(b)(1) says that for a Derivative
Securities Product listed under this rule, it does not need to
separately meet either the initial or continued listing requirements of
any other Exchange rules. For example, an ETF that satisfies the
requirements of Rule 6c-11 and therefore is listed pursuant to proposed
Nasdaq Rule 5704 and is also, for example, an Index Fund Share, would
not need to separately meet the initial or continued listing
requirements of Nasdaq Rule 5705(b).
    Proposed Nasdaq Rule 5704(b)(2), [sic] except for paragraph (A)
below which only applies on an initial listing basis, such securities
must also satisfy the follow criteria on an initial and continued
listing basis:
    Proposed Nasdaq Rule 5704(b)(2)(A) states that for each series of
Exchange Traded Fund Shares, Nasdaq will establish a minimum number of
Exchange Traded Fund Shares required to be outstanding at the time of
commencement of trading on Nasdaq.
    Proposed Nasdaq Rule 5704(b)(2)(B) sets for the requirements
regarding index calculation and dissemination that must be satisfied on
both an initial and continued listing basis. Proposed Nasdaq Rule
5704(b)(2)(i) [sic] states that if the underlying index is maintained
by a broker-dealer or fund advisor, the broker-dealer or fund advisor
will erect and maintain a ``fire wall'' around the personnel who have
access to information concerning changes and adjustments to the index
and the index will be calculated by a third party who is not a broker-
dealer or fund advisor. Proposed Nasdaq Rule 5704(b)(2)(ii) [sic]
states that any advisory committee, supervisory board, or similar
entity that advises a Reporting Authority or that makes decisions on
the index composition, methodology and related matters, must implement
and maintain, or be subject to, procedures designed to prevent the use
and dissemination of material non-public information regarding the
applicable index.
    Proposed Nasdaq Rule 5704(b)(2)(C) states that regular market
session trading will occur between 9:30 a.m. and either 4:00 p.m. or
4:15 p.m. for each series of Exchange Traded Fund Shares, as specified
by Nasdaq. In addition, Nasdaq may designate a series of Exchange
Traded Fund Shares for trading during a pre-market session beginning at
4:00 a.m. and/or a post-market session ending at 8:00 p.m.
    Proposed Nasdaq Rule 5704(b)(2)(D) states that Nasdaq may list and
trade a series of Exchange Traded Fund Shares based on one or more
foreign or domestic indexes or portfolios. Each series of Exchange
Traded Fund Shares based on each particular index or portfolio, or
combination thereof, will be designated as a separate series and will
be identified by a unique symbol. The components that are included in
an index or portfolio on which a series of Exchange Traded Fund Shares
is based will be selected by such person, which may be Nasdaq or an
agent or wholly-owned subsidiary thereof, as will have authorized use
of such index or portfolio. Such index or portfolio may be revised from
time to time as may be deemed necessary or appropriate to maintain the
quality and character of the index or portfolio.
    Proposed Nasdaq Rule 5704(b)(2)(E) states that Nasdaq will obtain a
representation from the ETF that the net asset value per share for each
series of Exchange Traded Fund Shares will be calculated daily and will
be made available to all market participants at the same time.
    Proposed Nasdaq Rule 5704(b)(3) sets forth the circumstances under
which Nasdaq will consider the suspension of trading and removal in,
and will initiate delisting proceedings under the Rule

5800 Series of, a series of Exchange Traded Fund Shares. These
circumstances will include the following: (i) Proposed Nasdaq Rule
5704(b)(3)(A) states that if the series of Exchange Traded Fund Shares
is no longer eligible to operate in reliance on Rule 6c-11 or if any of
the other requirements set forth in this rule are not continuously
maintained; (ii) Proposed Nasdaq Rule 5704(b)(3)(B) states that if,
following the initial twelve month period after commencement of trading
on Nasdaq of the series of Exchange Traded Fund Shares, there are fewer
than 50 beneficial holders of such series of Exchange Traded Fund
Shares; (iii) Proposed Nasdaq Rule 5704(b)(3)(C) states that if the
value of the index or portfolio of securities on which the series of
Exchange Traded Fund Shares is based is no longer calculated or
available or an interruption to the dissemination persists past the
trading day in which it occurred or the index or portfolio on which the
series of Exchange Traded Fund Shares is based is replaced with a new
index or portfolio, unless the new index or portfolio meets the
requirements of this Rule 5705(b) for listing either pursuant to Rule
19b-4(e) under the Act (including the filing of a Form 19b-4(e) with
the Commission) or by Commission approval of a filing pursuant to
Section 19(b) of the Act; (iv) Proposed Nasdaq Rule 5704(c)(3)(D) [sic]
states that if Nasdaq files separate proposals under Section 19(b) of
the Act, any of the statements or representations regarding (a) the
index composition; (b) the description of the portfolio; (c)
limitations on portfolio holdings or reference assets; (d)
dissemination and availability of the index or intraday indicative
values; or (e) the applicability of Nasdaq listing rules specified in
such proposals are not continuously maintained as referenced in
subsection (h) of this rule; and (v) Proposed Nasdaq Rule 5704(c)(3)(E)
[sic] state that if such other event will occur or condition exists
which in the opinion of Nasdaq, makes further dealings on Nasdaq
inadvisable.
    Proposed Nasdaq Rule 5704(c) states that Nasdaq will maintain
written surveillance procedures for Exchange Traded Fund Shares.
    Proposed Nasdaq Rule 5704(d) states that upon termination of an
ETF, Nasdaq requires that each series of Exchange Traded Fund Shares
issued in connection with such entity be removed from listing.
    Proposed Nasdaq Rule 5704(e) states that Nasdaq requires that
members provide to all purchasers of a series of Exchange Traded Fund
Shares a written description of the terms and characteristics of such
securities, in a form prepared by the open-end management investment
company issuing such securities, not later than the time a confirmation
of the first transaction in such series is delivered to such purchaser.
In addition, members will include such a written description with any
sales material relating to an ETF that is provided to customers or the
public. Any other written materials provided by a member to customers
or the public making specific reference to an Exchange Traded Fund
Shares as an investment vehicle must include a statement in
substantially the following form: ``A circular describing the terms and
characteristics of [a series of Exchange Traded Fund Shares] has been
prepared by the [open-end management investment company name] and is
available from your broker or Nasdaq. It is recommended that you obtain
and review such circular before purchasing [a series of Exchange Traded
Fund Shares]. In addition, upon request you may obtain from your broker
a prospectus for [a series of Exchange Traded Fund Shares].''
    Additionally, a member carrying an omnibus account for a non-member
broker-dealer is required to inform such non-member that execution of
an order to purchase a series of Exchange Traded Fund Shares for such
omnibus account will be deemed to constitute agreement by the non-
member to make such written description available to its customers on
the same terms as are directly applicable to members and member
organizations under this rule. Upon request of a customer, a Member
shall also provide a prospectus for the particular series of Exchange
Traded Fund Shares.
    Proposed Nasdaq Rule 5704(f) states that neither Nasdaq, the
Reporting Authority, nor any agent of Nasdaq will have any liability
for damages, claims, losses or expenses caused by any errors,
omissions, or delays in calculating or disseminating any current index
or portfolio value, the current value of the portfolio of securities
required to be deposited to the open-end management investment company
in connection with issuance of a series of Exchange Traded Fund Shares;
the amount of any dividend equivalent payment or cash distribution to
holders of a series of Exchange Traded Fund Shares; net asset value; or
other information relating to the purchase, redemption or trading of a
series of Exchange Traded Fund Shares, resulting from any negligent act
or omission by Nasdaq, the Reporting Authority or any agent of Nasdaq,
or any act, condition or cause beyond the reasonable control of Nasdaq,
its agent, or the Reporting Authority, including, but not limited to,
an act of God; fire; flood; extraordinary weather conditions; war;
insurrection; riot; strike; accident; action of government;
communications or power failure; equipment or software malfunction; or
any error, omission or delay in the reports of transactions in one or
more underlying securities.
    Proposed Nasdaq Rule 5704(g) states that Nasdaq may approve a
series of Exchange Traded Fund Shares for listing and trading pursuant
to Rule 19b-4(e) under the Act that is not eligible to operate in
reliance on Rule 6c-11 provided the series of Exchange Traded Fund
Shares satisfies the requirements of Rule 5705(b) or Rule 5735, as
applicable, and the ETF has received an exemptive relief order under
the 1940 Act.
    Proposed Nasdaq Rule 5704(h) states that Nasdaq may submit a rule
filing pursuant to Section 19(b) of the Act to permit the listing and
trading of a series of Exchange Traded Fund Shares that is not eligible
to operate in reliance on Rule 6c-11 and does not satisfy the
requirements of Rule 5705(b) or Rule 5735, as applicable. Any of the
statements or representations regarding (a) the index composition; (b)
the description of the portfolio; (c) limitations on portfolio holdings
or reference assets; (d) dissemination and availability of the index or
intraday indicative values; or (e) the applicability of Nasdaq listing
rules specified in such proposals constitute continued listing
standards.
    Proposed Nasdaq Rule 5704(i) states that a Derivative Securities
Product that has previously been approved for listing on the Exchange
pursuant to the generic listing requirements specified in Rule 5705(b)
or Rule 5735(b)(1), or pursuant to a proposed rule change filed and
approved or subject to a notice of effectiveness by the Commission,
will be deemed to be considered approved for listing under this Rule if
such Derivative Securities Product is both (1) permitted to operate in
reliance on Rule 6c-11 under the 1940 Act, and (2) the prior exemptive
relief under the 1940 Act for such Derivative Securities Product has
been rescinded. At such time, the continued listing requirements
applicable to such previously-listed Derivative Securities Products
will be those specified in paragraph (b) of this Rule. Any requirements
for listing as specified in Rule 5705(b) or 5735(b)(1), or an approval
order or notice of effectiveness of a separate proposed rule change
that differ from the requirements of this Rule will no longer be
applicable to such Derivative Securities Products.

Amendments to Nasdaq Rule 4120. Limit Up-Limit Down Plan and Trading
Halts
    The Exchange proposes to amend Nasdaq Rule 4120 to include Exchange
Traded Fund Shares within the definition of ``Derivative Securities
Product'' as defined in Nasdaq Rule 4120(b)(4)(A). This will ensure the
applicability of trading halts to the trading of Exchange Traded Fund
Shares on Nasdaq pursuant to unlisted trading privileges.
Amendments to Nasdaq Rule 5615. Exemptions From Certain Corporate
Governance Requirements
    The Exchange also proposes to amend the definition of ``Derivative
Securities'' in Nasdaq Rule 5615 to incorporate to incorporate Exchange
Traded Fund Shares so Rule 5615 and its exemptions from certain
corporate governance requirements are applicable to Exchange Traded
Fund Shares.
Proposed Discontinuance of Quarterly Reporting Obligation for Managed
Fund Shares
    On September 23, 2016, the SEC approved Nasdaq Rule 5735(b)(1),
adopting generic listing standards for Managed Fund Shares.\10\ In
proposing that rule, Nasdaq represented that it would provide the
Commission staff with a report each calendar quarter about issues of
Managed Fund Shares listed under that rule.\11\
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    \10\ See Exchange Act Release No. 78918 (September 23, 2016), 81
FR 67033 (September 29, 2016) (SR-NASDAQ-2016-104).
    \11\ See Exchange Act Release No. 78616 (August 18, 2016), 81 FR
57968 at 57973 (August 24, 2016) (``the Exchange will provide the
Commission staff with a report each calendar quarter that includes
the following information for issues of Managed Fund Shares listed
during such calendar quarter under Rule 5735(b)(1): (1) Trading
symbol and date of listing on the Exchange; (2) the number of active
authorized participants and a description of any failure of an issue
of Managed Fund Shares or of an authorized participant to deliver
shares, cash, or cash and financial instruments in connection with
creation or redemption orders; and (3) a description of any failure
of an issue of Managed Fund Shares to comply with Nasdaq Rule
5735'').
---------------------------------------------------------------------------

    Nasdaq believes such quarterly reports are no longer necessary in
light of the requirements set forth in Rule 6c-11(d). As a result, the
Exchange proposes to discontinue such reporting going forward. Rule 6c-
11(d) includes specific ongoing reporting requirements for ETFs, such
as written agreements between an authorized participant and a fund
allowing purchase or redemption of creation units, information
regarding the baskets exchanged with authorized participants, and the
identity of authorized participants transacting with a fund.\12\ This
information will be sufficient for the SEC's examination staff to
determine compliance with Rule 6c-11 and the applicable federal
securities laws.\13\
---------------------------------------------------------------------------

    \12\ Rule 6c-11(d), which sets forth recordkeeping requirements
applicable to exchange-traded funds, provides that that the
exchange-traded fund must maintain and preserve for a period of not
less than five years, the first two years in an easily accessible
place: (1) All written agreements (or copies thereof) between an
authorized participant and the exchange-traded fund or one of its
service providers that allows the authorized participant to place
orders for the purchase or redemption of creation units; (2) For
each basket exchanged with an authorized participant, records
setting forth: (i) The ticker symbol, CUSIP or other identifier,
description of holding, quantity of each holding, and percentage
weight of each holding composing the basket exchanged for creation
units; (ii) If applicable, identification of the basket as a custom
basket and a record stating that the custom basket complies with
policies and procedures that the exchange-traded fund adopted
pursuant to paragraph (c)(3) of Rule 6c-11; (iii) Cash balancing
amount (if any); and (iv) Identity of authorized participant
transacting with the exchange traded fund.
    \13\ In the Adopting Release, the SEC stated, ``requiring ETFs
to maintain records regarding each basket exchanged with authorized
participants will provide our examination staff with a basis to
understand how baskets are being used by ETFs, particularly with
respect to custom baskets. In order to provide our examination staff
with detailed information regarding basket composition, however, we
have modified rule 6c-11 to require the ticker symbol, CUSIP or
other identifier, description of holding, quantity of each holding,
and percentage weight of each holding composing the basket exchanged
for creation units as part of the basket records, instead of the
name and quantities of each position as proposed. We believe that
this additional information will better enable our examination staff
to evaluate compliance with the rule and other applicable provisions
of the federal securities laws.'' See Adopting Release at 57195.
---------------------------------------------------------------------------

    Nasdaq believes that the quarterly reports as currently are
duplicative of the new Rule 6c-11(d) requirements. To avoid unnecessary
overlap and potential inconsistency, as well as to avoid unnecessary,
duplicative burdens on authorized participants and their firms in
providing and maintaining information regarding creation and redemption
activity, the Exchange proposes to discontinue the filing of quarterly
reports with respect to Managed Fund Shares under Nasdaq Rule 5735(b).
2. Statutory Basis
    The Exchange believes that its proposal is consistent with Section
6(b) of the Act,\14\ in general, and furthers the objectives of Section
6(b)(5) of the Act,\15\ in particular, because it is designed to
prevent fraudulent and manipulative acts and practices, to promote just
and equitable principles of trade, to remove impediments to, and
perfect the mechanisms of, a free and open market and a national market
system and, in general, to protect investors and the public interest.
---------------------------------------------------------------------------

    \14\ 15 U.S.C. 78f(b).
    \15\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    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 because it would facilitate the listing and trading of
additional Exchange Traded Fund Shares, which would enhance competition
among market participants, to the benefit of investors and the
marketplace.
    The generic listing rules in proposed Nasdaq Rule 5704, as
described above, will facilitate efficient procedures for listing ETFs
that are permitted to operate in reliance on Rule 6c-11 and are
consistent with and will further the SEC's goals in adopting Rule 6c-
11. Additionally, by allowing Exchange Traded Fund Shares to be listed
and traded on the Exchange without a prior SEC approval order or notice
of effectiveness pursuant to Section 19(b) of the Act, proposed Nasdaq
Rule 5704 will significantly reduce the time frame and costs associated
with bringing Exchange Traded Fund Shares to market, thereby promoting
market competition among issuers of these securities, to the benefit of
the investors. Also, the proposed change would fulfill the intended
objective of Rule 19b-4(e) under the Act by permitting Exchange Traded
Fund Shares that satisfy the proposed listing standards to be listed
and traded without separate SEC approval.
    With respect to proposed Nasdaq Rule 5704(a)(1)(A), which defines
the term ``Derivative Securities Product'' to mean a security that
meets the definition of ``derivative securities product'' in Rule 19b-
4(e) under the Act will increase the clarity of the Nasdaq rules to the
benefit of investors and the marketplace.
    With respect to both proposed Nasdaq Rule 5704(a)(1)(B), which
defines the term ``Exchange Traded Fund'', and proposed Nasdaq Rule
5704(a)(1)(C), which defines the term ``Exchange Traded Fund Share'',
the Exchange believes these definitions will increase the clarity to
the benefit of investors and the marketplace. Additionally, these terms
mirror the definitions as set forth in Rule 6c-11.\16\
---------------------------------------------------------------------------

    \16\ See Adopting Release at 57178 and at 57234, respectively.
---------------------------------------------------------------------------

    With respect to proposed Nasdaq Rule 5704(a)(1)(D), which defines
the term ``Reporting Authority'', the Exchange believes that defining
the term generally consistent with how it is defined in Nasdaq Rule
5705 \17\ and Nasdaq Rule

5735 \18\ will increase the clarity to the benefit of investors and the
marketplace.
---------------------------------------------------------------------------

    \17\ See Nasdaq Rule 5705(b)(1)(C).
    \18\ See Nasdaq Rule 5735(c)(4).
---------------------------------------------------------------------------

    With respect to proposed Nasdaq Rule 5704(b), Exchange Traded Fund
Shares will be listed and traded on the Exchange subject to the
requirement that each series of Exchange Traded Fund Shares is eligible
to operate in reliance on Rule 6c-11 \19\ and must satisfy the
requirements of this Rule on an initial and continued listing basis.
This requirement will ensure that Exchange-listed Exchange Traded Fund
Shares continue to operate in a manner that fully complies with the
portfolio transparency requirements of Rule 6c-11(c). This will also
ensure that Exchange Traded Fund Shares listed and traded on the
Exchange in accordance with Nasdaq Rule 5704 on an initial and
continued listing basis will serve to perfect the mechanisms of, a free
and open market and a national market system and, in general, to
protect investors and the public interest.
---------------------------------------------------------------------------

    \19\ Rule 6c-11(c) sets forth certain conditions applicable to
ETFs, including information required to be disclosed on the ETF's
website.
---------------------------------------------------------------------------

    With respect to proposed Nasdaq Rule 5704(b) and subparagraphs (1)-
(6) [sic] thereunder (with the exception that subparagraph (1) [sic]
only applies on an initial listing basis),\20\ the Exchange believes it
is to the benefit of investors and the marketplace that Nasdaq may
approve an ETF for listing and trading pursuant to Rule 19b-4(e) under
the Act. The approval is also contingent on the ETF being eligible to
operate in reliance on Rule 6c-11 and satisfies the requirements of the
rule on an initial and continued listing basis. Nasdaq will monitor for
compliance with the continued listing requirements. If the ETF is not
in compliance with the applicable listing requirements, the Exchange
will commence delisting procedures under proposed Nasdaq Rule
5704(b)(3). The Exchange believes that this will help to prevent
fraudulent and manipulative acts and practices.
---------------------------------------------------------------------------

    \20\ Proposed Nasdaq Rule 5704(b)(1)-(6) [sic] covers: (i)
Establishing a minimum number of Exchange Traded Fund Shares
required to be outstanding at the time of commencement of trading on
Nasdaq (only applicable on an initial listing basis); (ii) written
surveillance procedures for ETFs; (iii) index calculation and
dissemination and ``fire walls'' around the personnel who have
access to information concerning changes and adjustments to the
index; (iv) regular market session trading; (v) the listing and
trading of ETFs based on one or more foreign or domestic indexes or
portfolios; and (vi) Nasdaq will obtain a representation from the
ETF that the net asset value per share for the ETF will be
calculated daily and will be made available to all market
participants at the same time.
---------------------------------------------------------------------------

    The Exchange believes this also fulfills the intended objective of
Rule 19b-4(e) under the Act by allowing Exchange Traded Fund Shares to
be listed and traded without requiring separate Commission approval and
this will provide investors with additional investment choices that
they may choose to invest in.
    With respect to proposed Nasdaq Rule 5704(c), the Exchange will
implement written surveillance procedures for Exchange Traded Fund
Shares and represents that its surveillance procedures are adequate to
properly monitor such trading in all trading sessions and to deter and
detect violations of Nasdaq rules. Specifically, the Exchange intends
to utilize its existing surveillance procedures applicable to
derivative products, which will include Exchange Traded Fund Shares, to
monitor trading in the Exchange Traded Fund Shares (additional
surveillance processes and procedures are described infra). These
surveillance procedures promote just and equitable principles of trade,
to remove impediments to, and perfect the mechanisms of, a free and
open market and a national market system and, in general, to protect
investors and the public interest.
    With respect to proposed Nasdaq Rule 5704(d), which states that
upon termination of an ETF that Nasdaq will remove from listing the
Exchange Traded Fund Shares issued in connection with such entity. The
Exchange believes that adopting language similar to language already
included in Nasdaq Rule 5705(b)(9)(B)f. [sic] and in Nasdaq Rule
5735(d)(2)(E) makes for consistency among Nasdaq's rules and benefits
investors and the marketplace by making clear rules that lessen
potential confusion.
    With respect to proposed Nasdaq Rule 5704(e), which states that
Nasdaq requires that members provide to all purchasers of Exchange
Traded Fund Shares a written description of the terms and
characteristics of such securities and a written description with any
sales material relating to an ETF that is provided to customers or the
public, the Exchange believes that requiring similar written disclosure
to that already required under Nasdaq Rule 5705(b)(2) and Nasdaq Rule
5735(f) makes for consistency among Nasdaq's rules and benefits
investors and the marketplace by making clear rules that lessen
potential confusion.
    With respect to proposed Nasdaq Rule 5704(f), which sets forth the
limitation of liability applicable to Nasdaq, the Reporting Authority,
or any agent of Nasdaq, the Exchange believes that requiring similar
written disclosure to that already required under Nasdaq Rule
5707(b)(11) and Nasdaq Rule 5735(e) makes for consistency among
Nasdaq's rules and benefits investors and the marketplace by reducing
potential confusion.
    With respect to proposed Nasdaq Rule 5704(g), which states that
Nasdaq may approve an ETF for listing and trading pursuant to Rule 19b-
4(e) under the Act that is not eligible to operate in reliance on Rule
6c-11 provided the ETF satisfies the requirements of Rule 5705(b) or
Rule 5735, as applicable, the Exchange believes will benefit of
investors and the marketplace by providing them with additional
investment products that qualify as Index Fund Shares or Managed Fund
Shares that they may choose to invest in.
    With respect to proposed Nasdaq Rule 5704(h), which allows Nasdaq
to submit a rule filing pursuant to Section 19(b) of the Act to permit
the listing and trading of an ETF that is not eligible to operate in
reliance on Rule 6c-11 and does not satisfy the requirements of Rule
5705(b) or Rule 5735, as applicable, the Exchange believes will benefit
of investors and the marketplace by providing them with innovative
additional investment products that do not qualify as Exchange Traded
Fund Shares, Index Fund Shares or Managed Fund Shares but that
investors and the marketplace may choose to invest in.
    With respect to proposed Nasdaq Rule 5704(i), which states that a
Derivative Securities Product that has previously been approved for
listing on the Exchange pursuant to the generic listing requirements
specified in Rule 5705(b) or Rule 5735(b)(1), or pursuant to a proposed
rule change filed and approved or subject to a notice of effectiveness
by the Commission, will be deemed to be considered approved for listing
under this Rule if such Derivative Securities Product is both (1)
permitted to operate in reliance on Rule 6c-11 under the 1940 Act, and
(2) the prior exemptive relief under the 1940 Act for such Derivative
Securities Product has been rescinded, the Exchange believes makes for
consistency among Nasdaq's rules and benefits investors and the
marketplace by making clear rules that lessen potential confusion. The
Exchange believes the rest of proposed Nasdaq Rule 5704(i), which
states any requirements for listing as specified in Rule 5705(b) or
5735(b)(1), or an approval order or notice of effectiveness of a
separate proposed rule change that differ from the requirements of this
Rule will no longer be applicable to such Derivative Securities
Products will streamline the listing process for such securities,
consistent with the regulatory

framework adopted in Rule 6c-11 under the 1940 Act.
    The Exchange believes that proposed Nasdaq Rule 5704, as well as
amendments to Nasdaq Rules 4120 and 5615 will facilitate the listing
and trading of additional types of exchange-traded products that will
enhance competition among market participants, to the benefit of
investors and the marketplace.
    Proposed Nasdaq Rule 5704 and related amendments to other Nasdaq
rules are also designed to protect investors and the public interest
because Exchange Traded Fund Shares listed and traded pursuant to Rule
5704 and that rely on the conditions and requirements of Rule 6c-11
will continue to be subject to the full panoply of Exchange rules and
procedures that currently govern the trading of equity securities on
the Exchange.\21\
---------------------------------------------------------------------------

    \21\ See note 4 above, Adopting Release at 57171.
---------------------------------------------------------------------------

    Nasdaq believes that the proposed rule change is designed to
prevent fraudulent and manipulative acts and practices. The Exchange
has in place written surveillance procedures that are adequate to
properly monitor trading in the Exchange Traded Fund Shares in all
trading sessions and to deter and detect violations of Exchange rules
and applicable federal securities laws. The surveillance procedures for
monitoring compliance with Rule 6c-11 will be consistent with the
manner in which the Exchange conducts its trading surveillance for
ETFs. The Exchange will also require that issuers of Exchange Traded
Fund Shares listed under the Nasdaq Rule 5704 must notify the Exchange
regarding instances of non-compliance. Additionally, the Exchange will
require periodic certifications from the issuer that it has maintained
compliance with Rule 6c-11. Nasdaq will also check the ETF's website on
a periodic basis for the inclusion of proper disclosure in compliance
with Rule 6c-11.
    The Exchange believes that the proposed rule changes enumerated
above that seek to incorporate Rule 6c-11 into Nasdaq's rules will
promote just and equitable principles of trade, to remove impediments
to, and perfect the mechanisms of, a free and open market and a
national market system and, in general, to protect investors and the
public interest. As the SEC noted in its Adopting Release, Rule 6c-11
may to allow ETFs to operate are in the public interest and consistent
with the protection of investors and the purposes fairly intended by
the policy and provisions of the Act,\22\ as well as lead to increased
capital formation particularly in the form of an increased demand for
ETFs.\23\
---------------------------------------------------------------------------

    \22\ Id. at 57166.
    \23\ Id. at 57220.
---------------------------------------------------------------------------

    The Exchange believes that the discontinuance of quarterly reports
currently required for Managed Fund Shares under Nasdaq Rule 5735(b)
are no longer necessary in light of the requirements of Rule 6c-
11(d).\24\ promotes just and equitable principles of trade, removes
impediments to, and perfects the mechanisms of, a free and open market
and a national market system by eliminating a requirement no longer
necessary or of benefit to the Commission
---------------------------------------------------------------------------

    \24\ See note 12 supra.
---------------------------------------------------------------------------

    As discussed above, Rule 6c-11(d) includes specific ongoing
reporting requirements for exchange-traded funds, including written
agreements between an authorized participant and a fund allowing
purchase or redemption of creation units, information regarding the
baskets exchanged with authorized participants, and the identity of
authorized participants transacting with a fund. The SEC has stated
that the information required by Rule 6c-11(d) will provide the SEC's
examination staff with information to determine compliance with Rule
6c-11 and applicable federal securities laws.
    As a result, Nasdaq believes it should discontinue the filing of
quarterly reports with respect to Managed Fund Shares under Nasdaq Rule
5735(b). This will avoid unnecessary overlap and potential
inconsistency between the quarterly reports and the reporting
requirements of Rule 6c-11(d). It will also avoid unnecessary,
duplicative burdens on authorized participants and their firms in
providing and maintaining information regarding creation and redemption
activity.
    For the above reasons, the Exchange believes that the proposal 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. Rather, the
Exchange believes that the proposed rule change would facilitate the
listing and trading of Exchange Traded Fund Shares and result in a
significantly more efficient process surrounding the listing and
trading of ETFs, which will enhance competition among market
participants, to the benefit of investors and the marketplace.
    The Exchange believes that this would reduce the time frame for
bringing ETFs to market, thereby reducing the burdens on issuers and
other market participants and promoting competition. In turn, the
Exchange believes that the proposed change would make the process for
listing Exchange Traded Fund Shares more competitive by applying
uniform listing standards with respect to Exchange Traded Fund Shares.

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

    No written comments were either solicited or received.

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

    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_ADDRESS>Please include
File Number SR-NASDAQ-2019-090 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-2019-090. This
file number should be included on the subject line if email is used. To
help the Commission process and review your comments more efficiently,
please use only one method. The Commission will

post all comments on the Commission's internet website (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent
amendments, all written statements with respect to the proposed rule
change that are filed with the Commission, and all written
communications relating to the proposed rule change between the
Commission and any person, other than those that may be withheld from
the public in accordance with the provisions of 5 U.S.C. 552, will be
available for website viewing and printing in the Commission's Public
Reference Room, 100 F Street NE, Washington, DC 20549, on official
business days between the hours of 10:00 a.m. and 3:00 p.m. Copies of
the filing also will be available for inspection and copying at the
principal office of the Exchange. All comments received will be posted
without change. Persons submitting comments are cautioned that we do
not redact or edit personal identifying information from comment
submissions. You should submit only information that you wish to make
available publicly. All submissions should refer to File Number SR-
NASDAQ-2019-090, and should be submitted on or before December 13,
2019.
---------------------------------------------------------------------------

    \25\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\25\
Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2019-25316 Filed 11-21-19; 8:45 am]
 BILLING CODE 8011-01-P


[Federal Register Volume 87, Number 237 (Monday, December 12, 2022)]
[Notices]
[Pages 76065-76067]
[FR Doc No: 2022-26879]

-----------------------------------------------------------------------

DEPARTMENT OF HOMELAND SECURITY

Federal Emergency Management Agency

[Docket ID FEMA-2022-0002; Internal Agency Docket No. FEMA-B-2293]

Proposed Flood Hazard Determinations

AGENCY: Federal Emergency Management Agency, Department of Homeland
Security.

ACTION: Notice.

-----------------------------------------------------------------------

SUMMARY: Comments are requested on proposed flood hazard
determinations,

which may include additions or modifications of any Base Flood
Elevation (BFE), base flood depth, Special Flood Hazard Area (SFHA)
boundary or zone designation, or regulatory floodway on the Flood
Insurance Rate Maps (FIRMs), and where applicable, in the supporting
Flood Insurance Study (FIS) reports for the communities listed in the
table below. The purpose of this notice is to seek general information
and comment regarding the preliminary FIRM, and where applicable, the
FIS report that the Federal Emergency Management Agency (FEMA) has
provided to the affected communities. The FIRM and FIS report are the
basis of the floodplain management measures that the community is
required either to adopt or to show evidence of having in effect in
order to qualify or remain qualified for participation in the National
Flood Insurance Program (NFIP).

DATES: Comments are to be submitted on or before March 13, 2023.

ADDRESSES: The Preliminary FIRM, and where applicable, the FIS report
for each community are available for inspection at both the online
location https://hazards.fema.gov/femaportal/prelimdownload and the
respective Community Map Repository address listed in the tables below.
Additionally, the current effective FIRM and FIS report for each
community are accessible online through the FEMA Map Service Center at
https://msc.fema.gov for comparison.
    You may submit comments, identified by Docket No. FEMA-B-2293, to
Rick Sacbibit, Chief, Engineering Services Branch, Federal Insurance
and Mitigation Administration, FEMA, 400 C Street SW, Washington, DC
20472,<PHONE_NUMBER>, or (email) [email protected].

FOR FURTHER INFORMATION CONTACT: Rick Sacbibit, Chief, Engineering
Services Branch, Federal Insurance and Mitigation Administration, FEMA,
400 C Street SW, Washington, DC 20472,<PHONE_NUMBER>, or (email)
[email protected]; or visit the FEMA Mapping and Insurance
eXchange (FMIX) online at https://www.floodmaps.fema.gov/fhm/fmx_main.html.

SUPPLEMENTARY INFORMATION: FEMA proposes to make flood hazard
determinations for each community listed below, in accordance with
section 110 of the Flood Disaster Protection Act of 1973, 42 U.S.C.
4104, and 44 CFR 67.4(a).
    These proposed flood hazard determinations, together with the
floodplain management criteria required by 44 CFR 60.3, are the minimum
that are required. They should not be construed to mean that the
community must change any existing ordinances that are more stringent
in their floodplain management requirements. The community may at any
time enact stricter requirements of its own or pursuant to policies
established by other Federal, State, or regional entities. These flood
hazard determinations are used to meet the floodplain management
requirements of the NFIP.
    The communities affected by the flood hazard determinations are
provided in the tables below. Any request for reconsideration of the
revised flood hazard information shown on the Preliminary FIRM and FIS
report that satisfies the data requirements outlined in 44 CFR 67.6(b)
is considered an appeal. Comments unrelated to the flood hazard
determinations also will be considered before the FIRM and FIS report
become effective.
    Use of a Scientific Resolution Panel (SRP) is available to
communities in support of the appeal resolution process. SRPs are
independent panels of experts in hydrology, hydraulics, and other
pertinent sciences established to review conflicting scientific and
technical data and provide recommendations for resolution. Use of the
SRP only may be exercised after FEMA and local communities have been
engaged in a collaborative consultation process for at least 60 days
without a mutually acceptable resolution of an appeal. Additional
information regarding the SRP process can be found online at https://www.floodsrp.org/pdfs/srp_overview.pdf.
    The watersheds and/or communities affected are listed in the tables
below. The Preliminary FIRM, and where applicable, FIS report for each
community are available for inspection at both the online location
https://hazards.fema.gov/femaportal/prelimdownload and the respective
Community Map Repository address listed in the tables. For communities
with multiple ongoing Preliminary studies, the studies can be
identified by the unique project number and Preliminary FIRM date
listed in the tables. Additionally, the current effective FIRM and FIS
report for each community are accessible online through the FEMA Map
Service Center at https://msc.fema.gov for comparison.

(Catalog of Federal Domestic Assistance No. 97.022, ``Flood
Insurance.'')

Michael M. Grimm,
Assistant Administrator for Risk Management, Federal Emergency
Management Agency, Department of Homeland Security.

------------------------------------------------------------------------
                                             Community map repository
               Community                             address
------------------------------------------------------------------------
            Columbia County, Pennsylvania (All Jurisdictions)
          Project: 15-03-0227S Preliminary Date: June 17, 2022
------------------------------------------------------------------------
Borough of Berwick.....................  City Hall, 1800 North Market
                                          Street, Berwick, PA 18603.
Borough of Briar Creek.................  Briar Creek Borough Hall, 6029
                                          Park Road, Berwick, PA 18603.
Town of Bloomsburg.....................  Town Hall, 301 East 2nd Street,
                                          Bloomsburg, PA 17815.
Township of Benton.....................  Township Building, 236
                                          Shickshinny Road, Benton, PA
                                          17814.
Township of Briar Creek................  Briar Creek Township Municipal
                                          Building, 150 Municipal Road,
                                          Berwick, PA 18603.
Township of Catawissa..................  Township Building, 153 Old
                                          Reading Road, Catawissa, PA
                                          17820.
Township of Cleveland..................  Cleveland Township Building, 46
                                          Jefferson Road, Elysburg, PA
                                          17824.
Township of Greenwood..................  Greenwood Township Building, 90
                                          Shed Road, Millville, PA
                                          17846.
Township of Hemlock....................  Hemlock Township Building, 26
                                          Firehall Road, Bloomsburg, PA
                                          17815.
Township of Locust.....................  Locust Municipal Building,
                                          1223A Numidia Drive,
                                          Catawissa, PA 17820.
Township of Mifflin....................  Mifflin Township Building, 201
                                          East 1st Street, Mifflinville,
                                          PA 18631.
Township of Montour....................  Montour Township Office, 195
                                          Rupert Drive, Bloomsburg, PA
                                          17815.
Township of Pine.......................  Pine Township Building, 309
                                          Wintersteen School Road,
                                          Millville, PA 17846.
Township of Roaring Creek..............  Roaring Creek Township
                                          Secretary Building, 28 Brass
                                          School Road, Catawissa, PA
                                          17820.

Township of Scott......................  Scott Municipal Building, 350
                                          Tenny Street, Bloomsburg, PA
                                          17815.
Township of Sugarloaf..................  Sugarloaf Municipal Building,
                                          90 Schoolhouse Road, Benton,
                                          PA 17814.
------------------------------------------------------------------------
           Hardy County, West Virginia and Incorporated Areas
          Project: 21-03-0002S Preliminary Date: April 14, 2022
------------------------------------------------------------------------
Town of Wardensville...................  Town Hall, 25 Warrior Way,
                                          Wardensville, WV 26851.
Unincorporated Areas of Hardy County...  Hardy County Courthouse, 204
                                          Washington Street, Moorefield,
                                          WV 26836.
------------------------------------------------------------------------
              Fond du Lac, Wisconsin and Incorporated Areas
          Project: 13-05-3721S Preliminary Date: April 18, 2022
------------------------------------------------------------------------
Unincorporated Areas of Fond du Lac      Code Enforcement Office, 160
 County.                                  South Macy Street, Fond du
                                          Lac, WI 54935.
Village of Kewaskum....................  Village Hall, 204 First Street,
                                          Kewaskum, WI 53040.
------------------------------------------------------------------------

[FR Doc. 2022-26879 Filed 12-9-22; 8:45 am]
BILLING CODE 9110-12-P