[Federal Register Volume 81, Number 229 (Tuesday, November 29, 2016)]
[Notices]
[Pages 86056-86060]
[FR Doc No: 2016-28636]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-79377; File No. SR-NASDAQ-2016-134]

Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Order
Granting Approval of Proposed Rule Change, as Modified by Amendment No.
1, To List and Trade Certain Exchange-Traded Managed Funds

November 22, 2016.

I. Introduction

    On September 28, 2016, The NASDAQ Stock Market LLC (``Nasdaq'' or
``Exchange'') 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 the common shares (``Shares'')
of the following Exchange-Traded Managed Funds: Gabelli ESG NextShares;
Gabelli All Cap NextShares; Gabelli Equity Income NextShares; Gabelli
Small and Mid Cap Value NextShares; and Gabelli Media Mogul NextShares
(individually, ``Fund,'' and collectively, ``Funds''). The proposed
rule change was published for comment in the Federal Register on
October 17, 2016.\3\ On October 18, 2016, the Exchange filed Amendment
No. 1 to 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. 79082 (Oct. 11,
2016), 81 FR 71549 (``Notice'').
    \4\ In Amendment No. 1 to the proposed rule change, the
Exchange: (a) Identified the public Web sites on which certain
information about the Funds would be available; (b) discussed the
obligations of the Adviser and its related personnel under the
Advisers Act (as defined herein); (c) noted that the Bank of New
York Mellon would act as custodian and transfer agent for the Funds;
(d) clarified certain investment strategies of the Funds; and (e)
made other technical, non-substantive corrections in the proposed
rule change. Amendment No. 1 is available at https://www.sec.gov/comments/sr-nasdaq-2016-134/nasdaq2016134-1.pdf. Because Amendment
No. 1 to the proposed rule change does not materially alter the
substance of the proposed rule change or raise unique or novel
regulatory issues, Amendment No. 1 is not subject to notice and
comment.

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    The Commission received no comments on the proposed rule change.
This order grants approval of the proposed rule change, as modified by
Amendment No. 1.

II. Exchange's Description of the Proposed Rule Change

    The Exchange proposes to list and trade the Shares of each Fund
under Nasdaq Rule 5745, which governs the listing and trading of
Exchange-Traded Managed Fund Shares, which are defined in Nasdaq Rule
5745(c)(1). Each Fund is a series of Gabelli NextShares Trust
(``Trust'').\5\ The Exchange represents that the Trust is registered
with the Commission as an open-end investment company and has filed a
registration statement on Form N-1A (``Registration Statement'') with
the Commission.\6\
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    \5\ According to the Exchange, the Trust and certain affiliates
of the Trusts have obtained exemptive relief under the Investment
Company Act of 1940 (``1940 Act''). See Investment Company Act
Release No. 31608 (May 19, 2015) (File No. 812-14438). The Exchange
represents that, in compliance with Nasdaq Rule 5745(b)(5), which
applies to Shares based on an international or global portfolio, the
Trust's application for exemptive relief under the 1940 Act states
that each Fund will comply with the federal securities laws in
accepting securities for deposits and satisfying redemptions with
securities, including that the securities accepted for deposits and
the securities used to satisfy redemption requests are sold in
transactions that would be exempt from registration under the
Securities Act of 1933, as amended.
    \6\ See Registration Statement on Form N-1A for the Trust dated
June 6, 2016 (File Nos. 333-211881 and 811-23160).
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    Gabelli Funds, LLC (``Adviser'') will be the adviser to the Funds.
G.distributors, LLC will be the principal underwriter and distributor
of each Fund's Shares. The Bank of New York Mellon will act as
custodian and transfer agent. BNY Mellon Investment Servicing (US) Inc.
will act as the sub-administrator to the Funds.
    The Exchange has made the following representations and statements
in describing the Funds.\7\
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    \7\ The Commission notes that additional information regarding
the Trust, the Funds, and the Shares, including investment
strategies, risks, creation and redemption procedures, calculation
of net asset value (``NAV''), fees, distributions, and taxes, among
other things, can be found in the Notice, Amendment No. 1, and
Registration Statement, as applicable. See supra notes 3, 4, and 6,
respectively, and accompanying text.
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A. Principal Investment Strategies of the Funds

    According to the Exchange, each Fund will be actively managed and
will pursue the various principal investment strategies described
below.\8\
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    \8\ According to the Exchange, additional information regarding
the Funds also will be available on one of two public Web sites for
the Funds.
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1. Gabelli ESG NextShares (``Gabelli ESG Fund'')
    The Gabelli ESG Fund seeks to provide capital appreciation. The
Gabelli ESG Fund will seek to achieve its objective by investing
substantially all, and in any case no less than 80%, of its net assets
(plus borrowings for investment purposes) in common and preferred
stocks of companies that meet the Gabelli ESG Fund's guidelines for
social responsibility at the time of investment. Pursuant to its social
responsibility guidelines, the Gabelli ESG Fund will not invest in
publicly traded fossil fuel (coal, oil, and gas) companies, the top 50
defense/weapons contractors, or in companies that derive more than 5%
of their revenues from the following areas: Tobacco, alcohol, gaming,
defense/weapons production, and companies involved in the manufacture
of abortion-related products.
2. Gabelli All Cap NextShares (``Gabelli All Cap Fund'')
    The Gabelli All Cap Fund primarily seeks to provide capital
appreciation. Under normal market conditions, the Gabelli All Cap Fund
will invest at least 80% of its net assets plus borrowings for
investment purposes in common stocks and preferred stocks of companies
of all capitalization ranges that are listed on a recognized securities
exchange or similar market. The Gabelli All Cap Fund may also invest in
common and preferred securities of foreign issuers.
3. Gabelli Equity Income NextShares (``Gabelli Equity Income Fund'')
    The Gabelli Equity Income Fund seeks a high level of total return
on its assets with an emphasis on income. The Gabelli Equity Income
Fund will seek to achieve its investment objective through a
combination of capital appreciation and current income by investing,
under normal market conditions, at least 80% of its net assets plus
borrowings for investment purposes in income-producing equity
securities. Income-producing equity securities include, for example,
common stock and preferred stock.
4. Gabelli Small and Mid Cap Value NextShares (``Gabelli Small and Mid
Cap Value Fund'')
    The Gabelli Small and Mid Cap Value Fund seeks long-term capital
growth. Under normal market conditions, the Gabelli Small and Mid Cap
Value Fund will invest at least 80% of its net assets plus borrowings
for investment purposes in equity securities (such as common stock and
preferred stock) of companies with small or medium-sized market
capitalizations (``small cap'' and ``mid cap'' companies,
respectively). The Gabelli Small and Mid Cap Value Fund defines ``small
cap companies'' as those with a market capitalization generally less
than $3 billion at the time of investment and ``mid cap companies'' as
those with a market capitalization between $3 billion and $12 billion
at the time of investment. The Gabelli Small and Mid Cap Value Fund may
invest in the equity securities of companies of any market
capitalization, subject to its policy of investing at least 80% of its
net assets in the equity securities of small-cap and mid-cap companies
at the time of investment. In addition, the Gabelli Small and Mid Cap
Value Fund may invest up to 25% of its total assets in securities of
issuers in a single industry.
5. Gabelli Media Mogul NextShares (``Gabelli Media Mogul Fund'')
    The Gabelli Media Mogul Fund seeks to provide capital appreciation.
Under normal market conditions, the Fund will invest at least 80% of
net assets plus borrowings for investment purposes in (a) companies
that were spun-off from Liberty Media Corporation  as constituted in
2001, (b) companies that resulted from subsequent mergers of any of
those spin-offs, (c) stocks that track performance of those spin-offs
or  companies that resulted from subsequent mergers of any of those
spin-offs, and (d) public companies in which Liberty Media Corporation
and its successor companies invest. The current set of companies in
which the Fund may invest includes U.S. and non-U.S. listed companies
in the telecommunications, media, publishing, and entertainment
industries.
B. Portfolio Disclosure and Composition File
    Consistent with the disclosure requirements that apply to
traditional open-end investment companies, a complete list of current
Fund portfolio positions will be made available at least once each
calendar quarter, with a reporting lag of not more than 60 days. Funds
may provide more frequent disclosures of portfolio positions at their
discretion.
    As defined in Nasdaq Rule 5745(c)(3), the ``Composition File'' is
the specified portfolio of securities, cash, or both that a Fund will
accept as a deposit in issuing a Creation Unit of Shares, and the
specified portfolio of securities, cash, or both that a Fund will
deliver in a redemption of a Creation Unit of Shares. The Composition
File will be disseminated through the National

Securities Clearing Corporation once each business day before the open
of trading in Shares on that day and also will be made available to the
public each day on a free Web site.\9\
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    \9\ The free Web site containing the Composition File will be
www.nextshares.com.
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    Because the Funds seek to preserve the confidentiality of their
current portfolio trading program, a Fund's Composition File generally
will not be a pro rata reflection of the Fund's investment positions.
Each security included in the Composition File will be a current
holding of a Fund, but the Composition File generally will not include
all of the securities in the Fund's portfolio or match the weightings
of the included securities in the portfolio. Securities that the
Adviser is in the process of acquiring for a Fund generally will not be
represented in the Fund's Composition File until their purchase has
been completed. Similarly, securities that are held in a Fund's
portfolio but in the process of being sold may not be removed from its
Composition File until the sale program is substantially completed.
Funds creating and redeeming Shares in kind will use cash amounts to
supplement the in-kind transactions to the extent necessary to ensure
that Creation Units are purchased and redeemed at NAV. The Composition
File also may consist entirely of cash, in which case it will not
include any of the securities in the Fund's portfolio.\10\
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    \10\ In determining whether a Fund will issue or redeem Creation
Units entirely on a cash basis, the key consideration will be the
benefit that would accrue to the Fund and its investors. For
instance, in bond transactions, the Adviser may be able to obtain
better execution for a Fund than Authorized Participants because of
the Adviser's size, experience and potentially stronger
relationships in the fixed-income markets.
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C. Intraday Indicative Value
    For each Fund, an estimated value of an individual Share, defined
in Nasdaq Rule 5745(c)(2) as the ``Intraday Indicative Value,'' will be
calculated and disseminated at intervals of not more than 15 minutes
throughout the Regular Market Session \11\ when Shares trade on the
Exchange. The Exchange will obtain a representation from the issuer of
the Shares that the Intraday Indicative Value will be calculated on an
intraday basis and provided to Nasdaq for dissemination via the Nasdaq
Global Index Service. The Intraday Indicative Value will be based on
current information regarding the value of the securities and other
assets held by a Fund.\12\ The purpose of the Intraday Indicative Value
is to enable investors to estimate the next-determined NAV so they can
determine the number of Shares to buy or sell if they want to transact
in an approximate dollar amount (e.g., if an investor wants to acquire
approximately $5,000 of a Fund, how many Shares should the investor
buy?).\13\
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    \11\ See Nasdaq Rule 4120(b)(4) (describing the three trading
sessions on the Exchange: (1) Pre-Market Session from 4:00 a.m. to
9:30 a.m. Eastern Time or ``E.T.''; (2) Regular Market Session from
9:30 a.m. to 4:00 p.m. or 4:15 p.m. E.T.; and (3) Post-Market
Session from 4:00 p.m. or 4:15 p.m. to 8:00 p.m. E.T.).
    \12\ The Intraday Indicative Values disseminated throughout each
trading day would be based on the same portfolio as used to
calculate that day's NAV. Funds will reflect purchases and sales of
portfolio positions in their NAV the next business day after trades
are executed.
    \13\ Because, in NAV-Based Trading, prices of executed trades
are not determined until the reference NAV is calculated, buyers and
sellers of Shares during the trading day will not know the final
value of their purchases and sales until the end of the trading day.
A Fund's Registration Statement, Web site, and any advertising or
marketing materials will include prominent disclosure of this fact.
Although Intraday Indicative Values may provide useful estimates of
the value of intraday trades, they cannot be used to calculate with
precision the dollar value of the Shares to be bought or sold.
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D. NAV-Based Trading
    Shares of a Fund will be purchased and sold in the secondary market
at prices directly linked to the Fund's next-determined NAV using a
trading protocol called ``NAV-Based Trading.'' All bids, offers, and
execution prices of Shares will be expressed as a premium or discount
(which may be zero) to a Fund's next-determined NAV (e.g., NAV-$0.01,
NAV+$0.01).\14\ Each Fund's NAV will be determined each business day,
normally as of 4:00 p.m. E.T.
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    \14\ According to the Exchange, the premium or discount to NAV
at which Share prices are quoted and transactions are executed will
vary depending on market factors, including the balance of supply
and demand for Shares among investors, transaction fees, and other
costs in connection with creating and redeeming creation units of
Shares, the cost and availability of borrowing Shares, competition
among market makers, the Share inventory positions and inventory
strategies of market makers, the profitability requirements and
business objectives of market makers, and the volume of Share
trading.
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    Trade executions will be binding at the time orders are matched on
Nasdaq's facilities, with the transaction prices contingent upon the
determination of NAV. Nasdaq represents that all Shares listed on the
Exchange will have a unique identifier associated with their ticker
symbols, which will indicate that the Shares are traded using NAV-Based
Trading.
    According to the Exchange, member firms will utilize certain
existing order types and interfaces to transmit Share bids and offers
to Nasdaq, which will process Share trades like trades in shares of
other listed securities.\15\ In the systems used to transmit and
process transactions in Shares, a Fund's next-determined NAV will be
represented by a proxy price (e.g., 100.00) and a premium or discount
of a stated amount to the next-determined NAV to be represented by the
same increment or decrement from the proxy price used to denote NAV
(e.g., NAV-$0.01 would be represented as 99.99; NAV+$0.01 as 100.01).
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    \15\ According to the Exchange, all orders to buy or sell Shares
that are not executed on the day the order is submitted will be
automatically canceled as of the close of trading on that day. Prior
to the commencement of trading in a Fund, the Exchange will inform
its members in an Information Circular of the effect of this
characteristic on existing order types.
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    To avoid potential investor confusion, Nasdaq represents that it
will work with member firms and providers of market data services to
seek to ensure that representations of intraday bids, offers, and
execution prices of Shares that are made available to the investing
public follow the ``NAV-$0.01/NAV+$0.01'' (or similar) display format.
Specifically, the Exchange will use the NASDAQ Basic and NASDAQ Last
Sale data feeds to disseminate intraday price and quote data for Shares
in real time in the ``NAV-$0.01/NAV+$0.01'' (or similar) display
format. Member firms may use the NASDAQ Basic and NASDAQ Last Sale data
feeds to source intraday Share prices for presentation to the investing
public in the ``NAV-$0.01/NAV+$0.01'' (or similar) display format.
Alternatively, member firms may source intraday Share prices in proxy
price format from the Consolidated Tape and other Nasdaq data feeds
(e.g., Nasdaq TotalView and Nasdaq Level 2) and use a simple algorithm
to convert prices into the ``NAV-$0.01/NAV+$0.01'' (or similar) display
format. Prior to the commencement of trading in a Fund, the Exchange
will inform its members in an Information Circular of the identities of
the specific Nasdaq data feeds from which intraday Share prices in
proxy price format may be obtained.

III. Discussion and Commission Findings

    After careful review, the Commission finds that the Exchange's
proposal to list and trade the Shares is consistent with the Act and
the rules and regulations thereunder applicable to a national
securities exchange.\16\ In particular, the Commission finds that the
proposed rule change is consistent with Section

6(b)(5) of the Act,\17\ which requires, among other things, that the
Exchange's rules be designed to prevent fraudulent and manipulative
acts and practices, to promote just and equitable principles of trade,
to foster cooperation and coordination with persons engaged in
facilitating transactions in securities, 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.
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    \16\ In approving this proposed rule change, the Commission has
considered the proposed rule's impact on efficiency, competition,
and capital formation. See 15 U.S.C. 78c(f).
    \17\ 15 U.S.C. 78f(b)(5).
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    The Shares will be subject to Rule 5745, which sets forth the
initial and continued listing criteria applicable to Exchange-Traded
Managed Fund Shares. A minimum of 50,000 Shares and no less than two
creation units of each Fund will be outstanding at the commencement of
trading on the Exchange.
    Nasdaq deems the Shares to be equity securities, thus rendering
trading in the Shares subject to the Exchange's existing rules
governing the trading of equity securities. Every order to trade Shares
of the Funds is subject to the proxy price protection threshold of
plus/minus $1.00, which determines the lower and upper threshold for
the life of the order and provides that the order will be canceled at
any point if it exceeds $101.00 or falls below $99.00, the established
thresholds.\18\ With certain exceptions, each order also must contain
the applicable order attributes, including routing instructions and
time-in-force information, as described in Nasdaq Rule 4703.\19\
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    \18\ See Nasdaq Rule 5745(h).
    \19\ See Nasdaq Rule 5745(b)(6).
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    Nasdaq also represents that trading in the Shares will be subject
to the existing trading surveillances, administered by both Nasdaq and
the Financial Industry Regulatory Authority (``FINRA'') on behalf of
the Exchange, which are designed to detect violations of Exchange rules
and applicable federal securities laws.\20\ The Exchange represents
that its surveillance procedures are adequate to properly monitor
trading of Shares on the Exchange and to deter and detect violations of
Exchange rules and applicable federal securities laws. FINRA, on behalf
of the Exchange, will communicate as needed with other markets and
other entities that are members of the Intermarket Surveillance Group
(``ISG'') \21\ regarding trading in the Shares, and in exchange-traded
securities and instruments held by the Funds (to the extent those
exchange-traded securities and instruments are known through the
publication of the Composition File and periodic public disclosures of
a Fund's portfolio holdings), and FINRA may obtain trading information
from other markets and other entities. In addition, the Exchange may
obtain information regarding trading in the Shares, and in exchange-
traded securities and instruments held by the Funds (to the extent
those exchange-traded securities and instruments are known through the
publication of the Composition File and periodic public disclosures of
a Fund's portfolio holdings), from markets and other entities that are
members of ISG, which includes securities and futures exchanges, or
with which the Exchange has in place a comprehensive surveillance
sharing agreement.
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    \20\ The Exchange states that FINRA provides surveillance of
trading on the Exchange pursuant to a regulatory services agreement,
and that the Exchange is responsible for FINRA's performance under
this regulatory services agreement.
    \21\ For a list of the current members of ISG, see
www.isgportal.org. The Exchange notes that not all components of a
Fund's portfolio may trade on markets that are members of ISG or
with which the Exchange has in place a comprehensive surveillance
sharing agreement.
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    Prior to the commencement of trading, the Exchange will inform its
members in an Information Circular of the special characteristics and
risks associated with trading the Shares. Specifically, the Information
Circular will discuss the following: (a) The procedures for purchases
and redemptions of Shares in creation units (and that Shares are not
individually redeemable); (b) Nasdaq Rule 2111A, which imposes
suitability obligations on Nasdaq members with respect to recommending
transactions in the Shares to customers; (c) the dissemination of
information regarding the Intraday Indicative Value and Composition
File; (d) the requirement that members deliver a prospectus to
investors purchasing Shares prior to or concurrently with the
confirmation of a transaction; and (e) information regarding NAV-Based
Trading protocols.
    The Information Circular also will identify the specific Nasdaq
data feeds from which intraday Share prices in proxy price format may
be obtained. As noted above, all orders to buy or sell Shares that are
not executed on the day the order is submitted will be automatically
canceled as of the close of trading on that day. The Information
Circular will discuss the effect of this characteristic on existing
order types. In addition, Nasdaq intends to provide its members with a
detailed explanation of NAV-Based Trading through a Trading Alert
issued prior to the commencement of trading in Shares on the Exchange.
    Nasdaq states that the Adviser is not a registered broker-dealer,
although it is affiliated with a broker-dealer.\22\ The Exchange
represents that the Adviser has implemented a fire wall with respect to
its affiliated broker-dealer regarding access to information concerning
the composition of, and changes to, each Fund's portfolio.\23\ The
Reporting Authority \24\ will ensure that the Composition File will
implement and maintain, or be subject to, procedures designed to
prevent the use and dissemination of material non-public information
regarding each Fund's portfolio positions and changes in the positions.
In the event that (a) the Adviser registers as a broker-dealer or
becomes newly affiliated with a broker-dealer, or (b) any new adviser
or a sub-adviser to a Fund is a registered broker-dealer or becomes
affiliated with a broker-dealer, the applicable entity will implement a
fire wall with respect to its relevant personnel and broker-dealer
affiliate, as the case may be, regarding access to information
concerning the composition of, and changes to, the relevant Fund's
portfolio, 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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    \22\ See Notice, supra note 3, 81 FR at 71550.
    \23\ See id. The Exchange further represents that an investment
adviser to an open-end fund is required to be registered under the
Investment Advisers Act of 1940 (``Advisers Act''). As a result, the
Adviser and its related personnel are subject to the provisions of
Rule 204A-1 under the Advisers Act relating to codes of ethics. This
Rule requires investment advisers to adopt a code of ethics that
reflects the fiduciary nature of the relationship to clients as well
as compliance with other applicable securities laws. Accordingly,
procedures designed to prevent the communication and misuse of non-
public information by an investment adviser must be consistent with
Rule 204A-1 under the Advisers Act. In addition, Rule 206(4)-7 under
the Advisers Act makes it unlawful for an investment adviser to
provide investment advice to clients unless such investment adviser
has (i) adopted and implemented written policies and procedures
reasonably designed to prevent violation, by the investment adviser
and its supervised persons, of the Advisers Act and the Commission
rules adopted thereunder; (ii) implemented, at a minimum, an annual
review regarding the adequacy of the policies and procedures
established pursuant to subparagraph (i) above and the effectiveness
of their implementation; and (iii) designated an individual (who is
a supervised person) responsible for administering the policies and
procedures adopted under subparagraph (i) above.
    \24\ See Nasdaq Rule 5745(c)(4).
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    The Commission also finds that the proposal to list and trade the
Shares on the Exchange is consistent with Section 11A(a)(1)(C)(iii) of
the Act,\25\ which sets forth Congress' finding that it is in the
public interest and appropriate for the

protection of investors and the maintenance of fair and orderly markets
to assure the availability to brokers, dealers, and investors of
information with respect to quotations for, and transactions in,
securities. Information regarding NAV-based trading prices, best bids
and offers for Shares, and volume of Shares traded will be continually
available on a real-time basis throughout the day on brokers' computer
screens and other electronic services. All bids and offers for Shares
and all Share trade executions will be reported intraday in real time
by the Exchange to the Consolidated Tape and separately disseminated to
member firms and market data services through the Exchange data feeds.
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    \25\ 15 U.S.C. 78k-1(a)(1)(C)(iii).
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    Once a Fund's daily NAV has been calculated and disseminated,
Nasdaq will price each Share trade entered into during the day at the
Fund's NAV plus or minus the trade's executed premium or discount.
Using the final trade price, each executed Share trade will then be
disseminated to member firms and market data services via an FTP file
\26\ that will be created for exchange-traded managed funds and that
will be confirmed to the member firms participating in the trade to
supplement the previously provided information with final pricing.
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    \26\ According to Nasdaq, File Transfer Protocol (``FTP'') is a
standard network protocol used to transfer computer files on the
Internet. Nasdaq will arrange for the daily dissemination of an FTP
file with executed Share trades to member firms and market data
services.
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    The Exchange will obtain a representation from the issuer of the
Shares that the NAV per Share will be calculated daily (on each
business day that the New York Stock Exchange is open for trading) and
provided to Nasdaq via the Mutual Fund Quotation Service (``MFQS'') by
the fund accounting agent. As soon as the NAV is entered into MFQS,
Nasdaq will disseminate the value to market participants and market
data vendors via the Mutual Fund Dissemination Service so that all
firms will receive the NAV per share at the same time.
    The Exchange further represents that it may consider all relevant
factors in exercising its discretion to halt or suspend trading in
Shares. Nasdaq will halt trading in Shares under the conditions
specified in Nasdaq Rule 4120 and in Nasdaq Rule 5745(d)(2)(C).
Additionally, Nasdaq may cease trading Shares if other unusual
conditions or circumstances exist that, in the opinion of Nasdaq, make
further dealings on Nasdaq detrimental to the maintenance of a fair and
orderly market. To manage the risk of a non-regulatory Share trading
halt, Nasdaq has in place back-up processes and procedures to ensure
orderly trading.
    Prior to the commencement of market trading in Shares, each Fund
will be required to establish and maintain a public Web site through
which its current prospectus may be downloaded. In addition, a separate
Web site (www.nextshares.com) will include the prior business day's
NAV, and the following trading information for that business day
expressed as premiums or discounts to NAV: (a) Intraday high, low,
average, and closing prices of Shares in Exchange trading; (b) the
midpoint of the highest bid and lowest offer prices as of the close of
Exchange trading, expressed as a premium or discount to NAV (``Closing
Bid/Ask Midpoint''); and (c) the spread between highest bid and lowest
offer prices as of the close of Exchange trading (``Closing Bid/Ask
Spread.''). The Web site at www.nextshares.com will also contain charts
showing the frequency distribution and range of values of trading
prices, Closing Bid/Ask Midpoints, and Closing Bid/Ask Spreads over
time.
    The Exchange represents that all statements and representations
made in this filing regarding (a) the description of the Funds'
portfolios, (b) limitations on portfolio holdings or reference assets,
or (c) the applicability of Exchange rules and surveillance procedures
shall constitute continued listing requirements for listing the Shares
of the Funds on the Exchange. The issuer has represented to the
Exchange that it will advise the Exchange of any failure by any Fund to
comply with the continued listing requirements, and, pursuant to its
obligations under Section 19(g)(1) of the Act, the Exchange will
monitor for compliance with the continued listing requirements.\27\ If
a Fund is not in compliance with the applicable listing requirements,
the Exchange will commence delisting procedures under Nasdaq Rules
5800, et seq.
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    \27\ The Commission notes that certain other proposals for the
listing and trading of Managed Fund Shares include a representation
that the exchange will ``surveil'' for compliance with the continued
listing requirements. See, e.g., Securities Exchange Act Release No.
78005 (Jun. 7, 2016), 81 FR 38247 (Jun. 13, 2016) (SR-BATS-2015-
100). In the context of this representation, it is the Commission's
view that ``monitor'' and ``surveil'' both mean ongoing oversight of
a fund's compliance with the continued listing requirements.
Therefore, the Commission does not view ``monitor'' as a more or
less stringent obligation than ``surveil'' with respect to the
continued listing requirements.
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    This approval order is based on all of the Exchange's
representations, including those set forth above, in the Notice and
Amendment No. 1,\28\ and the Exchange's description of the Funds. The
Commission notes that the Funds and the Shares must comply with the
requirements of Nasdaq Rule 5745 and the conditions set forth in this
proposed rule change to be listed and traded on the Exchange on an
initial and continuing basis.
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    \28\ See supra notes 3 and 4, respectively.
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    For the foregoing reasons, the Commission finds that the proposed
rule change, as modified by Amendment No. 1, is consistent with Section
6(b)(5) of the Act \29\ and the rules and regulations thereunder
applicable to a national securities exchange.
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    \29\ 15 U.S.C. 78f(b)(5).
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IV. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the
Act,\30\ that the proposed rule change (SR-NASDAQ-2016-134), as
modified by Amendment No. 1, be, and it hereby is, approved.
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    \30\ 15 U.S.C. 78s(b)(2).

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\31\
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    \31\ 17 CFR 200.30-3(a)(12).
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Robert W. Errett,
Deputy Secretary.
[FR Doc. 2016-28636 Filed 11-28-16; 8:45 am]
 BILLING CODE 8011-01-P


[Federal Register Volume 82, Number 126 (Monday, July 3, 2017)]
[Notices]
[Pages 30855-30856]
[FR Doc No: 2017-13952]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

[Docket No. ER17-1847-000]

Moxie Freedom LLC; Supplemental Notice That Initial Market-Based
Rate Filing Includes Request for Blanket Section 204 Authorization

    This is a supplemental notice in the above-referenced proceeding of
Moxie Freedom LLC's application for market-based rate authority, with
an accompanying rate tariff, noting that such application includes a
request for blanket authorization, under 18 CFR part 34, of future
issuances of securities and assumptions of liability.
    Any person desiring to intervene or to protest should file with the
Federal Energy Regulatory Commission, 888 First Street NE., Washington,
DC 20426, in accordance with Rules 211 and 214 of the Commission's
Rules of Practice and Procedure (18 CFR 385.211 and 385.214). Anyone
filing a motion to intervene or protest must serve a copy of that
document on the Applicant.
    Notice is hereby given that the deadline for filing protests with
regard to the applicant's request for blanket authorization, under 18
CFR part 34, of future issuances of securities and assumptions of
liability, is July 17, 2017.
    The Commission encourages electronic submission of protests and

interventions in lieu of paper, using the FERC Online links at http://www.ferc.gov. To facilitate electronic service, persons with Internet
access who will eFile a document and/or be listed as a contact for an
intervenor must create and validate an eRegistration account using the
eRegistration link. Select the eFiling link to log on and submit the
intervention or protests.
    Persons unable to file electronically should submit an original and
5 copies of the intervention or protest to the Federal Energy
Regulatory Commission, 888 First Street NE., Washington, DC 20426.
    The filings in the above-referenced proceeding are accessible in
the Commission's eLibrary system by clicking on the appropriate link in
the above list. They are also available for electronic review in the
Commission's Public Reference Room in Washington, DC. There is an
eSubscription link on the Web site 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<PHONE_NUMBER> (toll free). For
TTY, call<PHONE_NUMBER>.

    Dated: June 27, 2017.
Kimberly D. Bose,
Secretary.
[FR Doc. 2017-13952 Filed 6-30-17; 8:45 am]
 BILLING CODE 6717-01-P