[Federal Register Volume 86, Number 83 (Monday, May 3, 2021)]
[Notices]
[Pages 23460-23471]
[FR Doc No: 2021-09024]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-91675; File No. SR-NASDAQ-2021-023]

Self-Regulatory Organizations; The Nasdaq Stock Market LLC;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To
Adopt Nasdaq Rule 5760 To Permit the Listing and Trading of Managed
Portfolio Shares

April 26, 2021.
    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 April 14, 2021, 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, II, and III, 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 Nasdaq Rule 5760 to permit the
listing and trading of Managed Portfolio Shares, which are shares of
actively managed exchange-traded funds for which the portfolio is
disclosed in accordance with standard mutual fund disclosure rules.
    The text of the proposed rule change is available on the Exchange's
website at https://listingcenter.nasdaq.com/rulebook/nasdaq/rules, 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 to add new Nasdaq Rule 5760 for the purpose
of permitting the listing and trading, or trading pursuant to unlisted
trading privileges, of Managed Portfolio Shares, which are securities
issued by an actively managed open-end management investment company.
This proposed rule change to add new Nasdaq Rule 5760 is substantially
similar to the recently approved rule change by Cboe BZX Exchange, Inc.
(``Cboe BZX'') to adopt rule 14.11(k).\3\
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    \3\ See Securities and Exchange Act Release No. 87759 (December
16, 2019) 84 FR 70223 (December 20, 2019) (SR-CboeBZX-2019-047).
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Proposed Listing Rules
    Proposed Nasdaq Rule 5760(a) provides that the Exchange will
consider for trading, whether by listing or pursuant to unlisted
trading privileges, Managed Portfolio Shares that meet the criteria of
Nasdaq Rule 5760.
    Proposed Nasdaq Rule 5760(b) provides that Nasdaq Rule 5760 is
applicable only to Managed Portfolio Shares and that, except to the
extent inconsistent with Nasdaq Rule 5760, or unless the context
otherwise requires, the rules and procedures of the Exchange's Board of
Directors shall be applicable to the trading on the Exchange of such
securities. Proposed Nasdaq Rule 5760(b) provides further that Managed
Portfolio Shares are included within the definition of ``security'' or
``securities'' as such terms are used in the Rules of the Exchange.
    Proposed Nasdaq Rule 5760(b)(1) provides that the Exchange will
file separate proposals under Section 19(b) of the Act before the
listing and trading of a series of Managed Portfolio Shares.
Additionally, that all statements or representations regarding (a) the
description of the portfolio or reference assets; (b) limitations on
portfolio holdings or reference assets; (c) dissemination and
availability of the reference asset or intraday indicative values and
Verified Intraday Indicative Values (``VIIV'') (as applicable); or (d)
the applicability of Nasdaq listing rules specified in such proposals
shall constitute continued listing standards.
    Proposed Nasdaq Rule 5760(b)(2) provides that transactions in
Managed Portfolio Shares will occur throughout the Exchange's System
Hours.\4\
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    \4\ See Nasdaq Equity Rules Equity 1. Section 1(a)(9). The term
``System Hours'' is defined as the period of time beginning at 4:00
a.m. E.T. and ending at 8:00 p.m. E.T. (or such earlier time as may
be designated by Nasdaq on a day when Nasdaq closes early).
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    Proposed Nasdaq Rule 5760(b)(3) provides that the minimum price
variation for quoting and entry of orders in Managed Portfolio Shares
is $0.01.
    Proposed Nasdaq Rule 5760(b)(4) provides that the Exchange will
implement and maintain written surveillance procedures for Managed
Portfolio Shares. As part of these surveillance procedures, the
Investment Company's investment adviser will upon request by the
Exchange or FINRA, on behalf of the Exchange, make available to the
Exchange or FINRA the daily portfolio holdings of each series of
Managed Portfolio Shares.
    Proposed Nasdaq Rule 5760(b)(5) provides that, if the investment
adviser to the Investment Company issuing Managed Portfolio Shares is
registered as a broker-dealer or is affiliated with a broker-dealer,
such investment adviser will erect and maintain a ``fire wall'' between
the investment adviser and

personnel of the broker-dealer or broker-dealer affiliate, as
applicable, with respect to access to information concerning the
composition of and/or changes to such Investment Company portfolio and/
or the Creation Basket. Any person related to the investment adviser or
Investment Company who makes decisions pertaining to the Investment
Company's portfolio composition or has access to information regarding
the Investment Company's portfolio composition or changes thereto or
the Creation Basket must be subject to procedures designed to prevent
the use and dissemination of material nonpublic information regarding
the applicable Investment Company portfolio or changes thereto or the
Creation Basket.
    Proposed Nasdaq Rule 5760(b)(6) provides that any person or entity,
including an AP Representative, custodian, Reporting Authority,
distributor, or administrator, who has access to information regarding
the Investment Company's portfolio composition or changes thereto or
the Creation Basket, must be subject to procedures designed to prevent
the use and dissemination of material nonpublic information regarding
the applicable Investment Company portfolio or changes thereto or the
Creation Basket. Moreover, if any such person or entity is registered
as a broker-dealer or affiliated with a broker-dealer, such person or
entity will erect and maintain a ``fire wall'' between the person or
entity and the broker-dealer with respect to access to information
concerning the composition and/or changes to such Investment Company
portfolio or Creation Basket.
    Proposed Nasdaq Rule 5760(c)(1) defines the term ``Managed
Portfolio Share'' as a security that (a) represents an interest in an
investment company registered under the Investment Company Act of 1940
(``Investment Company'') organized as an open-end management investment
company, that invests in a portfolio of securities selected by the
Investment Company's investment adviser consistent with the Investment
Company's investment objectives and policies; (b) is issued in a
Creation Unit, or multiples thereof, in return for a designated
portfolio of instruments (and/or an amount of cash) with a value equal
to the next determined net asset value (``NAV'') and delivered to the
Authorized Participant (as defined in the Investment Company's Form N-
1A filed with the SEC) through a Confidential Account; (c) when
aggregated into a Redemption Unit, or multiples thereof, may be
redeemed for a designated portfolio of instruments (and/or an amount of
cash) with a value equal to the next determined NAV delivered to the
Confidential Account for the benefit of the Authorized Participant; and
(d) the portfolio holdings for which are disclosed within at least 60
days following the end of every fiscal quarter.\5\
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    \5\ For purposes of this filing, references to a series of
Managed Portfolio Shares are referred to interchangeably as a series
of Managed Portfolio Shares or as a ``Fund'' and shares of a series
of Managed Portfolio Shares are generally referred to as the
``Shares''.
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    Proposed Nasdaq Rule 5760(c)(2) defines the term ``Verified
Intraday Indicative Value'' as the indicative value of a Managed
Portfolio Share based on all of the holdings of a series of Managed
Portfolio Shares as of the close of business on the prior business day
and, for corporate actions, based on the applicable holdings as of the
opening of business on the current business day, priced and
disseminated in one second intervals during Nasdaq's regular market
session by the Reporting Authority.
    Proposed Nasdaq Rule 5760(c)(3) defines the term ``AP
Representative'' as an unaffiliated broker-dealer, with which an
Authorized Participant has signed an agreement to establish a
Confidential Account for the benefit of such Authorized Participant,
that will deliver or receive, on behalf of the Authorized Participant,
all consideration to or from the Investment Company in a creation or
redemption. An AP Representative will not be permitted to disclose the
Creation Basket to any person, including the Authorized Participants.
    Proposed Nasdaq Rule 5760(c)(4) defines the term ``Confidential
Account'' as an account owned by an Authorized Participant and held
with an AP Representative on behalf of the Authorized Participant. The
account will be established and governed by contractual agreement
between the AP Representative and the Authorized Participant solely for
the purposes of creation and redemption, while keeping confidential the
Creation Basket constituents of each series of Managed Portfolio
Shares, including from the Authorized Participant. The books and
records of the Confidential Account will be maintained by the AP
Representative on behalf of the Authorized Participant.
    Proposed Nasdaq Rule 5760(c)(5) defines the term ``Creation
Basket'' as on any given business day the names and quantities of the
specified instruments and/or an amount of cash that are required for an
AP Representative to deposit in-kind on behalf of an Authorized
Participant in exchange for a Creation Unit and the names and
quantities of the specified instruments and/or an amount of cash that
will be transferred in-kind to an AP Representative on behalf of an
Authorized Participant in exchange for a Redemption Unit, which will be
identical and will be transmitted to each AP Representative before the
commencement of trading.
    Proposed Nasdaq Rule 5760(c)(6) defines the term ``Creation Unit''
as a specified minimum number of Managed Portfolio Shares issued by an
Investment Company at the request of an Authorized Participant in
return for a designated portfolio of instruments and/or cash.
    Proposed Nasdaq Rule 5760(c)(7) defines the term ``Redemption
Unit'' as a specified minimum number of Managed Portfolio Shares that
may be redeemed to an Investment Company at the request of an
Authorized Participant in return for a portfolio of instruments and/or
cash.
    Proposed Nasdaq Rule 5760(c)(8) defines the term ``Reporting
Authority'' in respect of a particular series of Managed Portfolio
Shares means the Exchange, the exchange that lists a particular series
of Managed Portfolio Shares (if the Exchange is trading such series
pursuant to unlisted trading privileges), an institution, or a
reporting service designated by the Investment Company as the official
source for calculating and reporting information relating to such
series, including, the NAV, the VIIV, or other information relating to
the issuance, redemption or trading of Managed Portfolio Shares. A
series of Managed Portfolio Shares may have more than one Reporting
Authority, each having different functions.
    Proposed Nasdaq Rule 5760(c)(9) provides that the term ``Normal
Market Conditions'' includes, but is not limited to, the absence of
trading halts in the applicable financial markets generally;
operational issues (e.g., systems failure) causing dissemination of
inaccurate market information; or force majeure type events such as
natural or manmade disaster, act of God, armed conflict, act of
terrorism, riot or labor disruption or any similar intervening
circumstance.
    Proposed Nasdaq Rule 5760(d)(1) sets forth initial listing criteria
applicable to Managed Portfolio Shares. Proposed Nasdaq Rule
5760(d)(1)(A) provides that, for each series of Managed Portfolio
Shares, the Exchange will establish a minimum number of Managed
Portfolio Shares required to be outstanding at the time of commencement
of trading on the

Exchange. In addition, proposed Nasdaq Rule 5760(d)(1)(B) provides that
the Exchange will obtain a representation from the Investment Company
that issues each series of Managed Portfolio Shares that the NAV per
share for the series will be calculated daily and that the NAV will be
made available to all market participants at the same time. Proposed
Nasdaq Rule 5760(d)(1)(C) provides that all Managed Portfolio Shares
shall have a stated investment objective, which shall be adhered to
under Normal Market Conditions.
    Proposed Nasdaq Rule 5760(d)(2) provides that each series of
Managed Portfolio Shares will be listed and traded subject to
application of the following continued listing criteria. Proposed
Nasdaq Rule 5760(d)(2)(A) provides that the VIIV for Managed Portfolio
Shares will be widely disseminated by the Reporting Authority and/or by
one or more major market data vendors in one second intervals during
Nasdaq's regular market session, and will be disseminated to all market
participants at the same time. Proposed Nasdaq Rule 5760(d)(2)(B)
provides that the Exchange will consider the suspension of trading in,
and will commence delisting proceedings under the Nasdaq Rule 5800
Series, for a series of Managed Portfolio Shares, under any of the
following circumstances: (i) If, following the initial twelve-month
period after commencement of trading on the Exchange of a series of
Managed Portfolio Shares, there are fewer than 50 beneficial holders of
the series of Managed Portfolio Shares for 30 or more consecutive
trading days; (ii) if the Exchange has halted trading in a series of
Managed Portfolio Shares because the VIIV is interrupted pursuant to
Nasdaq Rule 5760(d)(2)(C)(ii) and such interruption persists past the
trading day in which it occurred or is no longer available; (iii) if
the Exchange has halted trading in a series of Managed Portfolio Shares
because the NAV with respect to such series of Managed Portfolio Shares
is not disseminated to all market participants at the same time, the
holdings of such series of Managed Portfolio Shares are not made
available on at least a quarterly basis as required under the
Investment Company Act of 1940 (``1940 Act''), or such holdings are not
made available to all market participants at the same time pursuant to
Nasdaq Rule 5760(d)(2)(C)(ii) and such issue persists past the trading
day in which it occurred; (iv) if the Exchange has halted trading in a
series of Managed Portfolio Shares pursuant to Nasdaq Rule
5760(d)(2)(C)(i), such issue persists past the trading day in which it
occurred; (v) if the Investment Company issuing the Managed Portfolio
Shares has failed to file any filings required by the Commission or if
the Exchange is aware that the Investment Company is not in compliance
with the conditions of any currently applicable exemptive order or no-
action relief granted by the Commission or Commission staff to the
Investment Company with respect to the series of Managed Portfolio
Shares; (vi) if any of the continued listing requirements set forth in
Nasdaq Rule 5760 are not continuously maintained; (vii) if the series
of Managed Portfolio Shares is not in compliance with any statements or
representations included in the applicable rule proposal under Section
19(b) regarding: (a) The description of the portfolio or reference
assets; (b) limitations on portfolio holdings or reference assets; (c)
dissemination and availability of the reference asset or intraday
indicative values and VIIVs; or (d) the applicability of Nasdaq listing
rules specified in such proposals; or (viii) if such other event shall
occur or condition exists which, in the opinion of the Exchange, makes
further dealings on the Exchange inadvisable.
    Proposed Nasdaq Rule 5760(d)(2)(C)(i) provides that the Exchange
may consider all relevant factors in exercising its discretion to halt
trading in a series of Managed Portfolio Shares. Trading may be halted
because of market conditions or for reasons that, in the view of the
Exchange, make trading in the series of Managed Portfolio Shares
inadvisable. These may include: (a) The extent to which trading is not
occurring in the securities and/or the financial instruments composing
the portfolio; or (b) whether other unusual conditions or circumstances
detrimental to the maintenance of a fair and orderly market are
present.
    Proposed Nasdaq Rule 5760(d)(2)(C)(ii) provides that, if the
Exchange becomes aware that: (a) The VIIV of a series of Managed
Portfolio Shares is not being calculated or disseminated in one second
intervals, as required; (b) the NAV with respect to a series of Managed
Portfolio Shares is not disseminated to all market participants at the
same time; (c) the holdings of a series of Managed Portfolio Shares are
not made available on at least a quarterly basis as required under the
1940 Act; or (d) such holdings are not made available to all market
participants at the same time (except as otherwise permitted under the
currently applicable exemptive order or no-action relief granted by the
Commission or Commission staff to the Investment Company with respect
to the series of Managed Portfolio Shares), it will halt trading in
such series until such time as the VIIV, the NAV, or the holdings are
available, as required.
    Proposed Nasdaq Rule 5760(d)(2)(D) provides that, upon termination
of an Investment Company, the Exchange requires that Managed Portfolio
Shares issued in connection with such entity be removed from Exchange
listing.
    Proposed Nasdaq Rule 5760(d)(2)(E) provides that voting rights
shall be as set forth in the applicable Investment Company prospectus
and/or statement of additional information.
    Proposed Nasdaq Rule 5760(e), which relates to limitation of
Exchange liability, provides that neither the Exchange, the Reporting
Authority, when the Exchange is acting in the capacity of a Reporting
Authority, nor any agent of the Exchange shall have any liability for
damages, claims, losses or expenses caused by any errors, omissions, or
delays in calculating or disseminating any current 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 Managed Portfolio Shares; the VIIV; the amount of any
dividend equivalent payment or cash distribution to holders of Managed
Portfolio Shares; NAV; or other information relating to the purchase,
redemption, or trading of Managed Portfolio Shares, resulting from any
negligent act or omission by the Exchange, the Reporting Authority when
the Exchange is acting in the capacity of a Reporting Authority, or any
agent of the Exchange, or any act, condition, or cause beyond the
reasonable control of the Exchange, its agent, or the Reporting
Authority, when the Exchange is acting in the capacity of a 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 5760(f), which relates to disclosures,
provides that the provisions of this subparagraph apply only to series
of Managed Portfolio Shares that are the subject of an order by the
Commission exempting such series from certain prospectus delivery
requirements under Section 24(d) of the 1940 Act and are not otherwise
subject to prospectus delivery requirements under the Securities Act of
1933. The Exchange will inform its Members regarding application of
this

subparagraph to a particular series of Managed Portfolio Shares by
means of an information circular prior to commencement of trading in
such series.
    The Exchange requires that Members provide to all purchasers of a
series of Managed Portfolio Shares a written description of the terms
and characteristics of those 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 shall
include such a written description with any sales material relating to
a series of Managed Portfolio Shares 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 a series of
Managed Portfolio Shares as an investment vehicle must include a
statement in substantially the following form: ``A circular describing
the terms and characteristics of (the series of Managed Portfolio
Shares) has been prepared by the (open-end management investment
company name) and is available from your broker. It is recommended that
you obtain and review such circular before purchasing (the series of
Managed Portfolio Shares).''
    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 Managed Portfolio 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 under this rule.
    Upon request of a customer, a Member shall also provide a
prospectus for the particular series of Managed Portfolio Shares.
Key Features of Managed Portfolio Shares
    While each series of Managed Portfolio Shares will be actively
managed and, to that extent, similar to Managed Fund Shares (as defined
in Nasdaq Rule 5735),\6\ Managed Portfolio Shares differ from Managed
Fund Shares in the following important respects. First, in contrast to
Managed Fund Shares, which require a ``Disclosed Portfolio'' to be
disseminated at least once daily,\7\ the portfolio for a series of
Managed Portfolio Shares will be disclosed at least quarterly in
accordance with normal disclosure requirements otherwise applicable to
open-end investment companies registered under the 1940 Act.\8\ The
composition of the portfolio of a series of Managed Portfolio Shares
would not be available at commencement of Exchange listing and/or
trading. Second, in connection with the creation and redemption of
shares in Creation Unit or Redemption Unit size (as described below),
the delivery of any portfolio securities in kind will be effected
through a Confidential Account (as described below) for the benefit of
the creating or redeeming AP (as described further below in ``Creation
and Redemption of Shares'') without disclosing the identity of such
securities to the AP.
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    \6\ The Commission approved a proposed rule change to adopt
generic listing standards for Managed Fund Shares. See Securities
Exchange Act Release No. 78918 (Sept. 23, 2016), 81 FR 67033 (Sept.
29, 2016 (SR-NASDAQ-2016-104) (order approving proposed rule change
to amend Nasdaq Rule 5735 to adopt generic listing standards for
Managed Fund Shares).
    \7\ Nasdaq Rule 5735(c)(2) defines the term ``Disclosed
Portfolio'' as the identities and quantities of the securities and
other assets held by the Investment Company that will form the basis
for the Investment Company's calculation of NAV at the end of the
business day. Nasdaq Rule 5735(d)(1)(B) and Nasdaq Rule
5735(d)(2)(B)(i) requires that the Disclosed Portfolio will be
disseminated at least once daily and will be made available to all
market participants at the same time.
    \8\ Form N-PORT requires reporting of a fund's complete
portfolio holdings on a position-by-position basis on a quarterly
basis within 60 days after fiscal quarter end. Investors can obtain
a fund's Statement of Additional Information, its Shareholder
Reports, its Form N-CSR, filed twice a year, and its Form N-CEN,
filed annually. A fund's SAI and Shareholder Reports are available
free upon request from the Investment Company, and those documents
and the Form N-PORT, Form N-CSR, and Form N-CEN may be viewed on-
screen or downloaded from the Commission's website at www.sec.gov.
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    For each series of Managed Portfolio Shares, the VIIV will be
disseminated reflecting an estimated intraday value of a fund's
portfolio. Specifically, the VIIV will be based upon all of a series'
holdings as of the close of the prior business day and, for corporate
actions, based on the applicable holdings as of the opening of business
on the current business day, and will be widely disseminated by the
Reporting Authority and/or one or more major market data vendors in one
second intervals during the regular market session. The dissemination
of the VIIV will allow investors to determine the estimated intra-day
value of the underlying portfolio of a series of Managed Portfolio
Shares and will provide a close estimate of that value throughout the
trading day.
    The Exchange, after consulting with various Designated Liquidity
Providers (``DLPs'') \9\ that trade exchange-traded funds (``ETFs'') on
the Exchange, believes that market makers will be able to make
efficient and liquid markets priced near the ETF's intraday value as
long as a VIIV is disseminated in one second intervals, and market
makers employ market making techniques such as ``statistical
arbitrage,'' including correlation hedging, beta hedging, and
dispersion trading, which is currently used throughout the financial
services industry, to make efficient markets in exchange-traded
products.\10\ For Managed Portfolio Shares, market makers may use the
knowledge of a Fund's means of achieving its investment objective, as
described in the applicable Fund registration statement (the
``Registration Statement''), to construct a hedging proxy for a Fund to
manage a market maker's quoting risk in connection with trading Fund
Shares.
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    \9\ As defined in Nasdaq Equity 7 Sec. 114(f)(2), the term DLP
means a registered Nasdaq market maker for a ``Qualified Security''
that has committed to maintain minimum performance standards. As
defined in Nasdaq Equity 7 Sec. 114(f)(1), the term ``Qualified
Security'' means an ETP that has at least one DLP. The performance
measurement is the percent of time at the NBBO.
    \10\ Statistical arbitrage enables a trader to construct an
accurate proxy for another instrument, allowing it to hedge the
other instrument or buy or sell the instrument when it is cheap or
expensive in relation to the proxy. Statistical analysis permits
traders to discover correlations based purely on trading data
without regard to other fundamental drivers. These correlations are
a function of differentials, over time, between one instrument or
group of instruments and one or more other instruments. Once the
nature of these price deviations have been quantified, a universe of
securities is searched in an effort to, in the case of a hedging
strategy, minimize the differential. Once a suitable hedging proxy
has been identified, a trader can minimize portfolio risk by
executing the hedging basket. The trader then can monitor the
performance of this hedge throughout the trade period making
corrections where warranted. In the case of correlation hedging, the
analysis seeks to find a proxy that matches the pricing behavior of
a fund. In the case of beta hedging, the analysis seeks to determine
the relationship between the price movement over time of a fund and
that of another stock. Dispersion trading is a hedged strategy
designed to take advantage of relative value differences in implied
volatilities between an index and the component stocks of that
index. Such trading strategies will allow market participants to
engage in arbitrage between series of Managed Portfolio Shares and
other instruments, both through the creation and redemption process
and strictly through arbitrage without such processes.
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    Market makers can then conduct statistical arbitrage between their
hedging proxy (for example, the Russell 1000 Index) and Shares of a
Fund, buying and selling one against the other over the course of the
trading day. This ability should permit market makers to make efficient
markets in an issue of Managed Portfolio Shares without

precise knowledge \11\ of a fund's underlying portfolio.\12\ This is
similar to certain other existing exchange traded products (for
example, ETFs that invest in foreign securities that do not trade
during U.S. trading hours), in which spreads may be generally wider in
the early days of trading and then narrow as market makers gain more
confidence in their real-time hedges.
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    \11\ Using the various trading methodologies described above,
both APs and other market participants will be able to hedge
exposures by trading correlative portfolios, securities or other
proxy instruments, thereby enabling an arbitrage functionality
throughout the trading day. For example, if an AP believes that
Shares of a Fund are trading at a price that is higher than the
value of its underlying portfolio based on the VIIV, the AP may sell
Shares short and purchase securities that the AP believes will track
the movements of a Fund's portfolio until the spread narrows and the
AP executes offsetting orders or the AP enters an order through its
AP Representative to create Fund Shares. Upon the completion of the
Creation Unit, the AP will unwind its correlative hedge. Similarly,
a non-AP market participant would be able to perform an identical
function but, because it would not be able to create or redeem
directly, would have to employ an AP to create or redeem Shares on
its behalf.
    \12\ APs that enter into their own separate Confidential
Accounts shall have enough information to ensure that they are able
to comply with applicable regulatory requirements. For example, for
purposes of net capital requirements, the maximum securities haircut
applicable to the securities in a Creation Basket, as determined
under Rule 15c3-1, will be disclosed daily on each Fund's website.
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    To protect the identity and weightings of the portfolio holdings, a
series of Managed Portfolio Shares would sell and redeem their shares
in Creation Units and Redemption Units to APs only through an AP
Representative. As such, on each business day, before commencement of
trading in Shares on the Exchange, each series of Managed Portfolio
Shares will provide to an AP Representative of each AP the names and
quantities of the instruments comprising a Creation Basket, i.e. the
Deposit Instruments or ``Redemption Instruments'' and the estimated
``Balancing Amount'' (if any),\13\ for that day (as further described
below). This information will permit APs to purchase Creation Units or
redeem Redemption Units through an in-kind transaction with a Fund, as
described below.
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    \13\ The Balancing Amount is the cash amount necessary for the
applicable Fund to receive or pay to compensate for the difference
between the value of the securities delivered as part of a
redemption and the NAV, to the extent that such values are
different.
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Creations and Redemptions of Shares
    In connection with the creation and redemption of Creation Units
and Redemption Units, the delivery or receipt of any portfolio
securities in-kind will be required to be effected through a
Confidential Account \14\ with an AP Representative,\15\ which will be
a broker-dealer for the benefit of an AP.\16\ An AP must be a
Depository Trust Company (``DTC'') Participant that has executed a
``Participant Agreement'' with the applicable distributor (the
``Distributor'') with respect to the creation and redemption of
Creation Units and Redemption Units and formed a Confidential Account
for its benefit in accordance with the terms of the Participant
Agreement. For purposes of creations or redemptions, all transactions
will be effected through the respective AP's Confidential Account, for
the benefit of the AP without disclosing the identity of such
securities to the AP. The Funds will offer and redeem Creation Units
and Redemption Units on a continuous basis at the NAV per Share next
determined after receipt of an order in proper form. The NAV per Share
of each Fund will be determined as of the close of regular trading each
business day. Funds will sell and redeem Creation Units and Redemption
Units only on business days.
---------------------------------------------------------------------------

    \14\ Transacting through a Confidential Account is designed to
be very similar to transacting through any broker-dealer account,
except that the AP Representative will be bound to keep the names
and weights of the portfolio securities confidential. Each service
provider that has access to the identity and weightings of
securities in a Fund's Creation Basket or portfolio securities, such
as a Fund's custodian or pricing verification agent, shall be
restricted contractually from disclosing that information to any
other person, or using that information for any purpose other than
providing services to the Fund. To comply with certain recordkeeping
requirements applicable to APs, the AP Representative will maintain
and preserve, and make available to the Commission, certain required
records related to the securities held in the Confidential Account.
    \15\ Each AP shall enter into its own separate Confidential
Account with an AP Representative.
    \16\ Each Fund will identify one or more entities to enter into
a contractual arrangement with the Fund to serve as an AP
Representative. In selecting entities to serve as AP
Representatives, a Fund will obtain representations from the entity
related to the confidentiality of the Fund's Creation Basket and
portfolio securities, the effectiveness of information barriers, and
the adequacy of insider trading policies and procedures. In
addition, as a broker-dealer, Section 15(g) of the Act requires the
AP Representative to establish, maintain, and enforce written
policies and procedures reasonably designed to prevent the misuse of
material, nonpublic information by the AP Representative or any
person associated with the AP Representative.
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    Each AP Representative will be given, before the commencement of
trading each business day, the Creation Basket for that day. The
published Creation Basket will apply until a new Creation Basket is
announced on the following business day, and there will be no intra-day
changes to the Creation Basket except to correct errors in the
published Creation Basket. In order to keep costs low and permit Funds
to be as fully invested as possible, Shares will be purchased and
redeemed in Creation Units and Redemption Units and generally on an in-
kind basis. Accordingly, except where the purchase or redemption will
include cash under the circumstances required or determined permissible
by the Fund, APs will be required to purchase Creation Units by making
an in-kind deposit of specified instruments (``Deposit Instruments''),
and APs redeeming their Shares will receive an in-kind transfer of
Redemption Instruments through the AP Representative in their
Confidential Account.\17\
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    \17\ Funds must comply with the federal securities laws in
accepting Deposit Instruments and satisfying redemptions with
Redemption Instruments, including that the Deposit Instruments and
Redemption Instruments are sold in transactions that would be exempt
from registration under the Securities Act of 1933.
---------------------------------------------------------------------------

    In the case of a creation, the AP \18\ would enter into an
irrevocable creation order with a Fund and then direct the AP
Representative to purchase the necessary basket of portfolio
securities. The AP Representative would then purchase the necessary
securities in the Confidential Account. In purchasing the necessary
securities, the AP Representative would use methods such as breaking
the purchase into multiple purchases and transacting in multiple
marketplaces. Once the necessary basket of securities has been
acquired, the purchased securities held in the Confidential Account
would be contributed in-kind to the applicable Fund.
---------------------------------------------------------------------------

    \18\ An AP will issue execution instructions to the AP
Representative and be responsible for all associated profit or
losses. Like a traditional ETF, the AP has the ability to sell the
basket securities at any point during the regular market session.
---------------------------------------------------------------------------

    Other market participants that are not APs will not have the
ability to create or redeem shares directly with a Fund. Rather, if
other market participants wish to create or redeem Shares in a Fund,
they will have to do so through an AP.
Placement of Purchase Orders
    Each Fund will issue Shares through the Distributor on a continuous
basis at NAV. The Exchange represents that the issuance of Shares will
operate in a manner substantially similar to that of other ETFs. Each
Fund will issue Shares only at the NAV per Share next determined after
an order in proper form is received.
    The Distributor will furnish acknowledgements to those placing
orders that the orders have been accepted, but the Distributor may
reject any order which is not submitted in proper form, as described in
a Fund's prospectus or Statement of Additional

Information (``SAI''). The NAV of each Fund is expected to be
determined once each business day at a time determined by the board of
the Investment Company (``Board''), currently anticipated to be as of
the close of the regular trading session on the NYSE (ordinarily 4:00
p.m. E.T.) (the ``Valuation Time''). Each Fund will establish a cut-off
time (``Order Cut-Off Time'') for purchase orders in proper form. To
initiate a purchase of Shares, an AP must submit to the Distributor an
irrevocable order to purchase such Shares after the most recent prior
Valuation Time.
    Purchases of Shares will be settled in-kind and/or cash for an
amount equal to the applicable NAV per Share purchased plus applicable
``Transaction Fees,'' as discussed below.
    Generally, all orders to purchase Creation Units must be received
by the Distributor no later than the end of the regular market session
on the date such order is placed (``Transmittal Date'') in order for
the purchaser to receive the NAV per Share determined on the
Transmittal Date. In the case of custom orders made in connection with
creations or redemptions in whole or in part in cash, the order must be
received by the Distributor, no later than the Order Cut-Off Time.\19\
---------------------------------------------------------------------------

    \19\ A ``custom order'' is any purchase or redemption of Shares
made in whole or in part on a cash basis, as provided in the
Registration Statement.
---------------------------------------------------------------------------

Authorized Participant Redemption
    The Shares may be redeemed to a Fund in Redemption Unit size or
multiples thereof as described below. Redemption orders of Redemption
Units must be placed by or through an AP (``AP Redemption Order'').
Each Fund will establish an Order Cut-Off Time for redemption orders of
Redemption Units in proper form. Redemption Units of a Fund will be
redeemable at their NAV per Share next determined after receipt of a
request for redemption by the Investment Company in the manner
specified below before the Order Cut-Off Time. To initiate an AP
Redemption Order, an AP must submit to the Distributor an irrevocable
order to redeem such Redemption Unit after the most recent prior
Valuation Time but not later than the Order Cut-Off Time.
    In the case of a redemption, the AP would enter into an irrevocable
redemption order, and then instruct the AP Representative to sell the
underlying basket of securities that it will receive in the redemption.
As with the purchase of securities, the AP Representative would be
required to obfuscate the sale of the portfolio securities it will
receive as redemption proceeds using similar tactics.
    Consistent with the provisions of Section 22(e) of the 1940 Act and
Rule 22e-2 thereunder, the right to redeem will not be suspended, nor
payment upon redemption delayed, except for: (1) Any period during
which the Exchange is closed other than customary weekend and holiday
closings, (2) any period during which trading on the Exchange is
restricted, (3) any period during which an emergency exists as a result
of which disposal by a Fund of securities owned by it is not reasonably
practicable or it is not reasonably practicable for a Fund to determine
its NAV, and (4) for such other periods as the Commission may by order
permit for the protection of shareholders.
    It is expected that redemptions will occur primarily in-kind,
although redemption payments may also be made partly or wholly in cash.
The Participant Agreement signed by each AP will require establishment
of a Confidential Account to receive distributions of securities in-
kind upon redemption.\20\ Each AP will be required to open a
Confidential Account with an AP Representative in order to facilitate
orderly processing of redemptions.
---------------------------------------------------------------------------

    \20\ The terms of each Confidential Account will be set forth as
an exhibit to the applicable Participant Agreement, which will be
signed by each AP. The Authorized Participant will be free to choose
an AP Representative for its Confidential Account from a list of
broker-dealers that have signed confidentiality agreements with the
Fund. The Authorized Participant will be free to negotiate account
fees and brokerage charges with its selected AP Representative. The
Authorized Participant will be responsible to pay all fees and
expenses charged by the AP Representative of its Confidential
Account.
---------------------------------------------------------------------------

    After receipt of a Redemption Order, a Fund's custodian
(``Custodian'') will typically deliver securities to the Confidential
Account with a value approximately equal to the value of the Shares
\21\ tendered for redemption at the Cut-Off time. The Custodian will
make delivery of the securities by appropriate entries on its books and
records transferring ownership of the securities to the AP's
Confidential Account, subject to delivery of the Shares redeemed. The
AP Representative of the Confidential Account will in turn liquidate
the securities based on instructions from the AP. The AP Representative
will pay the liquidation proceeds net of expenses plus or minus any
cash Balancing Amount to the AP through DTC. The redemption securities
that the Confidential Account receives are expected to mirror the
portfolio holdings of a Fund pro rata. To the extent a Fund distributes
portfolio securities through an in-kind distribution to more than one
Confidential Account for the benefit of the accounts' respective APs,
each Fund expects to distribute a pro rata portion of the portfolio
securities selected for distribution to each redeeming AP.
---------------------------------------------------------------------------

    \21\ If the NAV of the Shares redeemed differs from the value of
the securities delivered to the applicable Confidential Account, the
applicable Fund will receive or pay a cash Balancing Amount to
compensate for the difference between the value of the securities
delivered and the NAV.
---------------------------------------------------------------------------

    If the AP would receive a security that it is restricted from
receiving, for example if the AP is engaged in a distribution of the
security, a Fund will deliver cash equal to the value of that security.
APs will provide the AP Representative with a list of restricted
securities applicable to the AP on a daily basis, and a Fund will
substitute cash for those securities in the applicable Confidential
Account.
    The Investment Company will accept a Redemption Order in proper
form. A Redemption Order is subject to acceptance by the Investment
Company and must be preceded or accompanied by an irrevocable
commitment to deliver the requisite number of Shares. At the time of
settlement, an AP will initiate a delivery of the Shares plus or minus
any cash Balancing Amounts, and less the expenses of liquidation.
Surveillance
    The Exchange believes that its surveillance procedures are adequate
to properly monitor the trading of Managed Portfolio Shares on the
Exchange during all trading sessions and to deter and detect violations
of Exchange rules and the applicable federal securities laws. Trading
of Managed Portfolio Shares through the Exchange will be subject to the
Exchange's surveillance procedures for derivative products. The
Exchange will require the issuer of each series of Managed Portfolio
Shares, upon initial listing and periodically thereafter, to provide a
representation that it is in compliance with Nasdaq Rule 5760. In
addition, the Exchange will require issuers to represent that they will
notify the Exchange of any failure to comply with the terms of
applicable exemptive and no-action relief. As part of its surveillance
procedures, the Exchange will rely on the foregoing procedures to
become aware of any non-compliance with the requirements of Nasdaq Rule
5760.
    The Exchange will require each issuer of a Fund to represent that
it will advise the Exchange of any failure by a 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. If a Fund is not in compliance with the
applicable listing requirements, the Exchange will commence delisting
procedures under the Nasdaq Rule 5800 Series.
    Specifically, the Exchange will implement real-time surveillances
that monitor for the continued dissemination of the VIIV. The Exchange
will also have surveillances designed to alert Exchange personnel where
shares of a series of Managed Portfolio Shares are trading away from
the VIIV. As noted in proposed Nasdaq Rule 5760(b)(4), the Investment
Company's investment adviser will upon request by the Exchange or
FINRA, on behalf of the Exchange, make available to the Exchange or
FINRA the daily portfolio holdings of each series of Managed Portfolio
Shares. The Exchange believes that this is appropriate because it will
provide the Exchange or FINRA, on behalf of the Exchange, with access
to the daily portfolio holdings of any series of Managed Portfolio
Shares upon request on an as needed basis. The Exchange believes that
the ability to access the information on an as needed basis will
provide it with sufficient information to perform the necessary
regulatory functions associated with listing and trading series of
Managed Portfolio Shares on the Exchange, including the ability to
monitor compliance with the initial and continued listing requirements
as well as the ability to surveil for manipulation of the shares.
    The Exchange notes that any equity instruments or futures held by a
Fund operating under an exemptive order would trade on markets that are
a member of Intermarket Surveillance Group (``ISG'') or affiliated with
a member of ISG or with which the Exchange has in place a comprehensive
surveillance sharing agreement.\22\ While future exemptive relief
applicable to Managed Portfolio Shares may expand the investable
universe, the Exchange notes that proposed Nasdaq Rule 5760(b)(1) would
require the Exchange to file separate proposals under Section 19(b) of
the Act before listing and trading any series of Managed Portfolio
Shares and such proposal would describe the investable universe for any
such series of Managed Portfolio Shares along with the Exchange's
surveillance procedures applicable to such series.
---------------------------------------------------------------------------

    \22\ For a list of the current members of ISG, see
www.isgportal.com. The Exchange notes that cash equivalents may
trade on markets that are members of ISG or with which the Exchange
has in place a comprehensive surveillance sharing agreement.
---------------------------------------------------------------------------

    FINRA, on behalf of the Exchange, or the regulatory staff of the
Exchange, or both, will communicate as needed regarding trading in the
Shares and underlying exchange-traded instruments with other markets
and other entities that are members of the ISG, and FINRA, on behalf of
the Exchange, or the regulatory staff of the Exchange, or both, may
obtain trading information regarding trading such securities from such
markets and other entities. In addition, the Exchange may obtain
information regarding trading in the Shares and underlying exchange-
traded instruments from other markets and other entities that are
members of ISG or with which the Exchange has in place a comprehensive
surveillance sharing agreement.
    In addition, the Exchange also has a general policy prohibiting the
distribution of material, non-public information by its employees.
Trading Halts
    As proposed above, the Exchange may consider all relevant factors
in exercising its discretion to halt trading in a series of Managed
Portfolio Shares. Trading may be halted because of market conditions or
for reasons that, in the view of the Exchange make trading in the
series of Managed Portfolio Shares inadvisable. These may include: (a)
The extent to which trading is not occurring in the securities and/or
the financial instruments composing the portfolio; or (b) whether other
unusual conditions or circumstances detrimental to the maintenance of a
fair and orderly market are present. Additionally, the Exchange would
halt trading as soon as practicable where the Exchange becomes aware
that: (a) The VIIV of a series of Managed Portfolio Shares is not being
calculated or disseminated in one second intervals, as required; (b)
the NAV with respect to a series of Managed Portfolio Shares is not
disseminated to all market participants at the same time; (c) the
holdings of a series of Managed Portfolio Shares are not made available
on at least a quarterly basis as required under the 1940 Act; or (d)
such holdings are not made available to all market participants at the
same time, (except as otherwise permitted under the currently
applicable exemptive order or no-action relief granted by the
Commission or Commission staff to the Investment Company with respect
to the series of Managed Portfolio Shares) (collectively,
``Availability of Information Halts''). The Exchange would halt trading
in such series of Managed Portfolio Shares until such time as the VIIV,
the NAV, or the holdings are available, as required.
Availability of Information
    As noted above, Form N-PORT requires reporting of a fund's complete
portfolio holdings on a position-by-position basis on a quarterly basis
within 60 days after fiscal quarter end. Investors can obtain a fund's
Statement of Additional Information, its Shareholder Reports, its Form
N-CSR, filed twice a year, and its Form N-CEN, filed annually. A fund's
SAI and Shareholder Reports are available free upon request from the
Investment Company, and those documents and the Form N-PORT, Form N-
CSR, and Form N-CEN may be viewed on-screen or downloaded from the
Commission's website at www.sec.gov.
    Information regarding market price and trading volume of the Shares
will be continually available on a real-time basis throughout the day
on brokers' computer screens and other electronic services. Information
regarding the previous day's closing price and trading volume
information for the Shares will be published daily in the financial
section of newspapers. Quotation and last sale information for the
Shares will be available via the Consolidated Tape Association
(``CTA'') high-speed line. In addition, the VIIV, as defined in
proposed Nasdaq Rule 5760(c)(2), will be widely disseminated by the
Reporting Authority and/or one or more major market data vendors in one
second intervals during the regular market session.
Trading Rules
    The Exchange deems Managed Portfolio Shares to be equity
securities, thus rendering trading in the Shares subject to the
Exchange's existing rules governing the trading of equity securities.
Transactions in Managed Portfolio Shares will occur throughout the
Exchange's System Hours as provided in proposed Nasdaq Rule 5760(b)(2).
As provided in Nasdaq Rule 5760(b)(3), the minimum price variation for
quoting and entry of orders in Managed Portfolio Shares traded on the
Exchange is $0.01.
Information Circular
    Prior to the commencement of trading of a series of Managed
Portfolio Shares, the Exchange will inform its Members in an
Information Circular (``Circular'') of the special characteristics and
risks associated with trading the Shares. Specifically, the Circular
will discuss the following: (1) The procedures for purchases and
redemptions of Shares; (2) Members and associated persons of a Member
shall comply with FINRA Rule 2111, which imposes suitability

obligations on Exchange members with respect to recommending
transactions in the Managed Portfolio Shares to customers, as if such
rule were part of Nasdaq's rules; (3) how information regarding the
VIIV is disseminated; (4) the requirement that Members deliver a
prospectus to investors purchasing newly issued Shares prior to or
concurrently with the confirmation of a transaction; (5) trading
information; and (6) that the portfolio holdings of the Shares are not
disclosed on a daily basis.
    In addition, the Circular will reference that Funds are subject to
various fees and expenses described in the Registration Statement. The
Circular will discuss any exemptive, no-action, and interpretive relief
granted by the Commission from any rules under the Act. The Circular
will also disclose that the NAV for the Shares will be calculated after
4:00 p.m., E.T. each trading day.
2. Statutory Basis
    The Exchange believes that the proposal is consistent with Section
6(b) of the Act \23\ in general and Section 6(b)(5) of the Act \24\ in
particular in that 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 mechanism
of a free and open market and a national market system, and, in
general, to protect investors and the public interest.
---------------------------------------------------------------------------

    \23\ 15 U.S.C. 78f.
    \24\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Exchange believes that proposed Nasdaq Rule 5760 is designed to
prevent fraudulent and manipulative acts and practices in that the
proposed rules relating to listing and trading of Managed Portfolio
Shares provide specific initial and continued listing criteria required
to be met by such securities. Proposed Nasdaq Rule 5760(d) sets forth
initial and continued listing criteria applicable to Managed Portfolio
Shares. Proposed Nasdaq Rule 5760(d)(1)(A) provides that, for each
series of Managed Portfolio Shares, the Exchange will establish a
minimum number of Managed Portfolio Shares required to be outstanding
at the time of commencement of trading on the Exchange. In addition,
proposed Nasdaq Rule 5760(d)(1)(B) provides that the Exchange will
obtain a representation from the Investment Company that issues each
series of Managed Portfolio Shares that the NAV per share for the
series will be calculated daily and that the NAV will be made available
to all market participants at the same time.\25\ Proposed Nasdaq Rule
5760(d)(1)(C) provides that all Managed Portfolio Shares shall have a
stated investment objective, which shall be adhered to under Normal
Market Conditions (as defined in the rule).
---------------------------------------------------------------------------

    \25\ Proposed Nasdaq Rule 5760(d)(2)(C)(ii) provides that if the
Exchange becomes aware that the NAV with respect to a series of
Managed Portfolio Shares is not disseminated to all market
participants at the same time, it will halt trading in such series
until such time as the NAV is available to all market participants
at the same time.
---------------------------------------------------------------------------

    Proposed Nasdaq Rule 5760(d)(2) provides that each series of
Managed Portfolio Shares will be listed and traded subject to
application of the specified continued listing criteria, as described
above. Proposed Nasdaq Rule 5760(d)(2)(A) provides that the VIIV for
Managed Portfolio Shares will be widely disseminated by the Reporting
Authority and/or by one or more major market data vendors in one second
intervals during the regular market session and will be disseminated to
all market participants at the same time. Proposed Nasdaq Rule
5760(d)(2)(B) provides that the Exchange will consider the suspension
of trading in, and will commence delisting proceedings under the Nasdaq
Rule 5800 Series, for a series of Managed Portfolio Shares, under any
of the following circumstances: (i) If, following the initial twelve-
month period after commencement of trading on the Exchange of a series
of Managed Portfolio Shares, there are fewer than 50 beneficial holders
of the series of Managed Portfolio Shares for 30 or more consecutive
trading days; (ii) if the Exchange has halted trading in a series of
Managed Portfolio Shares because the VIIV is interrupted pursuant to
Nasdaq Rule 5760(d)(2)(C)(ii) and such interruption persists past the
trading day in which it occurred or is no longer available; (iii) if
the Exchange has halted trading in a series of Managed Portfolio Shares
because the NAV with respect to such series of Managed Portfolio Shares
is not disseminated to all market participants at the same time, the
holdings of such series of Managed Portfolio Shares are not made
available on at least a quarterly basis as required under the
Investment Company Act of 1940, or such holdings are not made available
to all market participants at the same time pursuant to Nasdaq Rule
5760(d)(2)(C)(ii) and such issue persists past the trading day in which
it occurred; (iv) if the Exchange has halted trading in a series of
Managed Portfolio Shares pursuant to Nasdaq Rule 5760(d)(2)(C)(i), such
issue persists past the trading day in which it occurred; (v) if the
Investment Company issuing the Managed Portfolio Shares has failed to
file any filings required by the Commission or if the Exchange is aware
that the Investment Company is not in compliance with the conditions of
any currently applicable exemptive order or no-action relief granted by
the Commission or Commission staff to the Investment Company with
respect to the series of Managed Portfolio Shares; (vi) if any of the
continued listing requirements set forth in Nasdaq Rule 5760 are not
continuously maintained; (vii) if the series of Managed Portfolio
Shares is not in compliance with any statements or representations
included in the applicable rule proposal under Section 19(b) regarding:
(a) The description of the portfolio or reference assets; (b)
limitations on portfolio holdings or reference assets; (c)
dissemination and availability of the reference asset or intraday
indicative values and VIIVs; or (d) the applicability of Nasdaq listing
rules specified in such proposals; or (viii) if such other event shall
occur or condition exists which, in the opinion of the Exchange, makes
further dealings on the Exchange inadvisable.
    Proposed Nasdaq Rule 5760(d)(2)(C)(i) provides that the Exchange
may consider all relevant factors in exercising its discretion to halt
trading in a series of Managed Portfolio Shares. Trading may be halted
because of market conditions or for reasons that, in the view of the
Exchange, make trading in the series of Managed Portfolio Shares
inadvisable. These may include: (a) The extent to which trading is not
occurring in the securities and/or the financial instruments composing
the portfolio; or (b) whether other unusual conditions or circumstances
detrimental to the maintenance of a fair and orderly market are
present.
    Proposed Nasdaq Rule 5760(d)(2)(C)(ii) provides that, if the
Exchange becomes aware that: (a) The VIIV of a series of Managed
Portfolio Shares is not being calculated or disseminated in one second
intervals, as required; (b) the NAV with respect to a series of Managed
Portfolio Shares is not disseminated to all market participants at the
same time; (c) the holdings of a series of Managed Portfolio Shares are
not made available on at least a quarterly basis as required under the
1940 Act; or (d) such holdings are not made available to all market
participants at the same time (except as otherwise permitted under the
currently applicable exemptive order or no-action relief granted by the
Commission or Commission staff to the Investment Company with respect
to the series of

Managed Portfolio Shares), it will halt trading in such series until
such time as the VIIV, the NAV, or the holdings are available, as
required.
    Proposed Nasdaq Rule 5760(d)(2)(D) provides that, upon termination
of an Investment Company, the Exchange requires that Managed Portfolio
Shares issued in connection with such entity be removed from Exchange
listing. Proposed Nasdaq Rule 5760(d)(2)(E) provides that voting rights
shall be as set forth in the applicable Investment Company prospectus
and/or Statement of Additional Information. The Exchange also notes
that an issuer must comply with Regulation Fair Disclosure, which
prohibits selective disclosure of any material non-public information,
which otherwise does not apply to issuers of Managed Fund Shares.
    Proposed Nasdaq Rule 5760(b)(3) provides that the minimum price
variation for quoting and entry of orders in Managed Portfolio Shares
is $0.01. Proposed Nasdaq Rule 5760(b)(4) provides that the Exchange
will implement and maintain written surveillance procedures for Managed
Portfolio Shares. As part of these surveillance procedures, the
Investment Company's investment adviser will upon request by the
Exchange or FINRA, on behalf of the Exchange, make available to the
Exchange or FINRA the daily portfolio holdings of each series of
Managed Portfolio Shares.
    Proposed Nasdaq Rule 5760(b)(5) provides that, if the investment
adviser to the Investment Company issuing Managed Portfolio Shares is
registered as a broker-dealer or is affiliated with a broker-dealer,
such investment adviser will erect and maintain a ``fire wall'' between
the investment adviser and personnel of the broker-dealer or broker-
dealer affiliate, as applicable, with respect to access to information
concerning the composition of and/or changes to such Investment Company
portfolio and/or the Creation Basket. Any person related to the
investment adviser or Investment Company who makes decisions pertaining
to the Investment Company's portfolio composition or has access to
information regarding the Investment Company's portfolio composition or
changes thereto or the Creation Basket must be subject to procedures
designed to prevent the use and dissemination of material nonpublic
information regarding the applicable Investment Company portfolio or
changes thereto or the Creation Basket.
    Proposed Nasdaq Rule 5760(b)(6) provides that any person or entity,
including an AP Representative, custodian, Reporting Authority,
distributor, or administrator, who has access to information regarding
the Investment Company's portfolio composition or changes thereto or
the Creation Basket, must be subject to procedures designed to prevent
the use and dissemination of material nonpublic information regarding
the applicable Investment Company portfolio or changes thereto or the
Creation Basket. Moreover, if any such person or entity is registered
as a broker-dealer or affiliated with a broker-dealer, such person or
entity will erect and maintain a ``fire wall'' between the person or
entity and the broker-dealer with respect to access to information
concerning the composition and/or changes to such Investment Company
portfolio or Creation Basket.
    The Exchange believes that these proposed rules are designed to
prevent fraudulent and manipulative acts and practices related to the
listing and trading of Managed Portfolio Shares because they provide
meaningful requirements about both the data that will be made publicly
available about the Shares as well as the information that will only be
available to certain parties and the controls on such information.
    Specifically, the Exchange believes that the requirements related
to information protection enumerated under proposed Nasdaq Rule
5760(b)(6) \26\ will act as a strong safeguard against any misuse and
improper dissemination of information related to a Fund's portfolio
composition, the Creation Basket, or changes thereto. The requirement
that any person or entity implement procedures to prevent the use and
dissemination of material nonpublic information regarding the portfolio
or Creation Basket will act to prevent any individual or entity from
sharing such information externally and the internal ``fire wall''
requirements applicable where an entity is a registered broker-dealer
or affiliated with a broker-dealer will act to make sure that no entity
will be able to misuse the data for their own purposes. As such, the
Exchange believes that this proposal is designed to prevent fraudulent
and manipulative acts and practices.
---------------------------------------------------------------------------

    \26\ As described above, proposed Nasdaq Rule 5760(b)(6)
provides that any person or entity, including an AP Representative,
custodian, Reporting Authority, distributor, or administrator, who
has access to information regarding the Investment Company's
portfolio composition or changes thereto or the Creation Basket,
must be subject to procedures designed to prevent the use and
dissemination of material nonpublic information regarding the
applicable Investment Company portfolio or changes thereto or the
Creation Basket. Moreover, if any such person or entity is
registered as a broker-dealer or affiliated with a broker-dealer,
such person or entity will erect and maintain a ``fire wall''
between the person or entity and the broker-dealer with respect to
access to information concerning the composition and/or changes to
such Investment Company portfolio or Creation Basket.
---------------------------------------------------------------------------

    The Exchange, after consulting with various DLPs s that trade ETFs
on the Exchange, believes that market makers will be able to make
efficient and liquid markets priced near the VIIV, as long as market
makers have knowledge of a Fund's means of achieving its investment
objective, even without daily disclosure of a fund's underlying
portfolio. The Exchange believes that market makers will employ risk-
management techniques to make efficient markets in exchange traded
products. This ability should permit market makers to make efficient
markets in shares without knowledge of a fund's underlying portfolio.
    The Exchange understands that traders use statistical analysis to
derive correlations between different sets of instruments to identify
opportunities to buy or sell one set of instruments when it is
mispriced relative to the others. For Managed Portfolio Shares, market
makers utilizing statistical arbitrage use the knowledge of a fund's
means of achieving its investment objective, as described in the
applicable fund registration statement, to construct a hedging proxy
for a fund to manage a market maker's quoting risk in connection with
trading fund shares. Market makers will then conduct statistical
arbitrage between their hedging proxy (for example, the Russell 1000
Index) and shares of a fund, buying and selling one against the other
over the course of the trading day. Eventually, at the end of each day,
they will evaluate how their proxy performed in comparison to the price
of a fund's shares, and use that analysis as well as knowledge of risk
metrics, such as volatility and turnover, to enhance their proxy
calculation to make it a more efficient hedge.
    Market makers have indicated to the Exchange that there will be
sufficient data to run a statistical analysis which will lead to
spreads being tightened substantially around the VIIV. This is similar
to certain other existing exchange traded products (for example, ETFs
that invest in foreign securities that do not trade during U.S. trading
hours), in which spreads may be generally wider in the early days of
trading and then narrow as market makers gain more confidence in their
real-time hedges.
    The DLPs also indicated that, as with some other new exchange-
traded products, spreads would tend to narrow

as market makers gain more confidence in the accuracy of their hedges
and their ability to adjust these hedges in real-time relative to the
published VIIV and gain an understanding of the applicable market risk
metrics such as volatility and turnover, and as natural buyers and
sellers enter the market. Other relevant factors cited by DLPs were
that a fund's investment objectives are clearly disclosed in the
applicable prospectus, the existence of quarterly portfolio disclosure
and the ability to create shares in creation unit size or redeem in
redemption unit size through an AP.
    The real-time dissemination of a Fund's VIIV together with the
right of APs to create and redeem each day at the NAV will be
sufficient for market participants to value and trade Shares in a
manner that will not lead to significant deviations between the shares'
Bid/Ask Price and NAV.
    The pricing efficiency with respect to trading a series of Managed
Portfolio Shares will generally rest on the ability of market
participants to arbitrage between the Shares and a fund's portfolio, in
addition to the ability of market participants to assess a fund's
underlying value accurately enough throughout the trading day in order
to hedge positions in shares effectively. Professional traders can buy
Shares that they perceive to be trading at a price less than that which
will be available at a subsequent time, and sell Shares they perceive
to be trading at a price higher than that which will be available at a
subsequent time.
    It is expected that, as part of their normal day-to-day trading
activity, market makers assigned to Shares by the Exchange, off-
exchange market makers, firms that specialize in electronic trading,
hedge funds and other professionals specializing in short-term, non-
fundamental trading strategies will assume the risk of being ``long''
or ``short'' shares through such trading and will hedge such risk
wholly or partly by simultaneously taking positions in correlated
assets \27\ or by netting the exposure against other, offsetting
trading positions--much as such firms do with existing ETFs and other
equities. Disclosure of a fund's investment objective and principal
investment strategies in its prospectus and SAI, along with the
dissemination of the VIIV in one second intervals, should permit
professional investors to engage easily in this type of hedging
activity.\28\
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    \27\ Price correlation trading is used throughout the financial
industry. It is used to discover both trading opportunities to be
exploited, such as currency pairs and statistical arbitrage, as well
as for risk mitigation such as dispersion trading and beta hedging.
These correlations are a function of differentials, over time,
between one or multiple securities pricing. Once the nature of these
price deviations have been quantified, a universe of securities is
searched in an effort to, in the case of a hedging strategy,
minimize the differential. Once a suitable hedging basket has been
identified, a trader can minimize portfolio risk by executing the
hedging basket. The trader then can monitor the performance of this
hedge throughout the trade period, making corrections where
warranted.
    \28\ With respect to trading in the Shares, market participants
would manage risk in a variety of ways. It is expected that market
participants will be able to determine how to trade Shares at levels
approximating the VIIV without taking undue risk by gaining
experience with how various market factors (e.g., general market
movements, sensitivity of the VIIV to intraday movements in interest
rates or commodity prices, etc.) affect VIIV, and by finding hedges
for their long or short positions in Shares using instruments
correlated with such factors. Market participants will likely
initially determine the VIIV's correlation to a major large
capitalization equity benchmark with active derivative contracts,
such as the Russell 1000 Index, and the degree of sensitivity of the
VIIV to changes in that benchmark. For example, using hypothetical
numbers for illustrative purposes, market participants should be
able to determine quickly that price movements in the Russell 1000
Index predict movements in a Fund's VIIV 95% of the time (an
acceptably high correlation) but that the VIIV generally moves
approximately half as much as the Russell 1000 Index with each price
movement. This information is sufficient for market participants to
construct a reasonable hedge--buy or sell an amount of futures,
swaps or ETFs that track the Russell 1000 equal to half the opposite
exposure taken with respect to Shares. Market participants will also
continuously compare the intraday performance of their hedge to a
Fund's VIIV. If the intraday performance of the hedge is correlated
with the VIIV to the expected degree, market participants will feel
comfortable they are appropriately hedged and can rely on the VIIV
as appropriately indicative of a Fund's performance.
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    With respect to trading of the Shares, the ability of market
participants to buy and sell Shares at prices near the VIIV is
dependent upon their assessment that the VIIV is a reliable, indicative
real-time value for a Fund's underlying holdings. Market participants
are expected to accept the VIIV as a reliable, indicative real-time
value because (1) the VIIV will be calculated and disseminated based on
a Fund's actual portfolio holdings, (2) the securities in which a Fund
plans to invest are generally highly liquid and actively traded and
therefore generally have accurate real time pricing available, and (3)
market participants will have a daily opportunity to evaluate whether
the VIIV at or near the close of trading is indeed predictive of the
actual NAV.
    In a typical index-based ETF, it is standard for APs to know what
securities must be delivered in a creation or will be received in a
redemption. For Managed Portfolio Shares, however, APs do not need to
know the securities comprising the portfolio of a Fund since creations
and redemptions are handled through the Confidential Account mechanism.
In-kind creations and redemptions through a Confidential Account are
expected to preserve the integrity of the active investment strategy
and reduce the potential for ``free riding'' or ``front-running,''
while still providing investors with the advantages of the ETF
structure.
    The proposed rule change is designed to promote just and equitable
principles of trade and to protect investors and the public interest in
that the Exchange will obtain a representation from the Investment
Company that issues each series of Managed Portfolio Shares that the
NAV per share of a fund will be calculated daily and that the NAV will
be made available to all market participants at the same time.
Investors can also obtain a fund's Statement of Additional Information,
its Shareholder Reports, its Form N-CSR, filed twice a year, and its
Form N-CEN, filed annually. A fund's SAI and Shareholder Reports are
available free upon request from the Investment Company, and those
documents and the Form N-PORT, Form N-CSR, and Form N-CEN may be viewed
on-screen or downloaded from the Commission's website at www.sec.gov.
In addition, a large amount of information will be publicly available
regarding the Funds and the Shares, thereby promoting market
transparency. Quotation and last sale information for the Shares will
be available via the CTA high-speed line. Information regarding the
VIIV will be widely disseminated in one second intervals throughout the
regular market session by the Reporting Authority and/or one or more
major market data vendors. The website for each Fund will include a
form of the prospectus for the Fund that may be downloaded, and
additional data relating to NAV and other applicable quantitative
information, updated on a daily basis. Moreover, prior to the
commencement of trading, the Exchange will inform its Members in a
Circular of the special characteristics and risks associated with
trading the Shares.
    The Exchange further believes that the proposal is designed to
prevent fraudulent and manipulative acts and practices related to the
listing and trading of Managed Portfolio Shares and to promote just and
equitable principles of trade and to protect investors and the public
interest in that the Exchange would halt trading under certain
circumstances under which trading in the shares of a Fund may be
inadvisable. These may include: (a) The extent to which trading is not
occurring in the securities and/or the financial instruments composing
the portfolio; or (b) whether other unusual conditions or

circumstances detrimental to the maintenance of a fair and orderly
market are present. Specifically, the Exchange would halt trading as
soon as practicable under the following circumstances: (a) The VIIV of
a series of Managed Portfolio Shares is not being calculated or
disseminated in one second intervals, as required; (b) the NAV with
respect to a series of Managed Portfolio Shares is not disseminated to
all market participants at the same time; (c) the holdings of a series
of Managed Portfolio Shares are not made available on at least a
quarterly basis as required under the 1940 Act; or (d) such holdings
are not made available to all market participants at the same time
(except as otherwise permitted under the currently applicable exemptive
order or no-action relief granted by the Commission or Commission staff
to the Investment Company with respect to the series of Managed
Portfolio Shares), it will halt trading in such series until such time
as the VIIV, the NAV, or the holdings are available, as required.
    The Exchange is proposing to retain discretion to halt trading in a
series of Managed Portfolio Shares based on market conditions or where
the Exchange determines that trading in such series is inadvisable
(each a ``Discretionary Halt'') and is also proposing the four
Availability of Information Halts described above. The Exchange
believes that retaining discretion to implement a Discretionary Halt as
specified is consistent with the Act. The proposed rule retaining
discretion related to halts is designed to ensure the maintenance of a
fair and orderly market and protect investors and the public interest
in that it provides the Exchange with the ability to halt when it
determines that trading in the shares is inadvisable. This could be
based on the Exchange's own analysis of market conditions being
detrimental to a fair and orderly market and/or information provided by
the Investment Company or its agent. There are certain circumstances
related to the trading and dissemination of information related to the
underlying holdings of a series of Managed Portfolio Shares, such as
the extent to which trading is not occurring in the securities and/or
financial instruments composing the portfolio, that the Exchange may
not be in a position to know or become aware of as expeditiously as the
Investment Company or its agent.
    Also, as noted above, there are certain circumstances under which
trading in the Shares of a Fund may be inadvisable or where the
Investment Company or its agent will request that the Exchange halt
trading in the applicable series of Managed Portfolio Shares. Upon
receipt of information and/or a request from the Investment Company,
the Exchange would consider the information and/or circumstances
leading to the request as well as other factors both specific to such
issue of Managed Portfolio Shares and the broader market in determining
whether trading in the series of Managed Portfolio Shares is
inadvisable and that halting trading is necessary in order to maintain
a fair and orderly market. As such, the Exchange believes that the
proposal to provide the Exchange with discretion to implement a
Discretionary Halt is consistent with the Act.
    The Exchange believes that the proposed Availability of Information
Halts to halt trading in shares of a series of Managed Portfolio Shares
are consistent with the Act because: (i) The Commission has already
determined that the requirement that the VIIV be disseminated every
second is appropriate; (ii) the other Availability of Information Halts
are generally consistent with and designed to address the same concerns
about asymmetry of information that Nasdaq Rule 5735(d)(2)(D) related
to trading halts in Managed Fund Shares \29\ is intended to address,
specifically that the availability of such information is intended to
reduce the potential for manipulation and help ensure a fair and
orderly market in Managed Portfolio Shares; \30\ and (iii) the
quarterly disclosure of portfolio holdings is a fundamental component
of Managed Portfolio Shares that allows market participants to better
understand the strategy of the funds and to monitor how closely trading
in the funds is tracking the value of the underlying portfolio and when
such information is not being disclosed as required, trading in the
shares is inadvisable and it is necessary and appropriate to halt
trading. The Exchange notes, however, that an Investment Company that
issues Managed Portfolio Shares will still be subject to Nasdaq Rule
5701, which requires that a ``A Company with securities listed under
this Rule 5700 Series must provide Nasdaq with prompt notification
after the Company becomes aware of any noncompliance by the Company
with the requirements of the Rule 5700 Series.''
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    \29\ Nasdaq Rule 5735(d)(2)(C)(ii) provides that ``Nasdaq will
consider the suspension of trading in, and will initiate delisting
proceedings under the Rule 5800 Series of, a series of Managed Fund
Shares under any of the following circumstances: . . . if the
Disclosed Portfolio is not made available to all market participants
at the same time;'' and (d)(2)(D) provides that ``If Nasdaq becomes
aware that the net asset value or the Disclosed Portfolio with
respect to a series of Managed Fund Shares is not disseminated to
all market participants at the same time, it will halt trading in
such series until such time as the net asset value or the Disclosed
Portfolio is available to all market participants.'' These are
generally consistent with the proposed Availability of Information
Halts, specifically as it relates to whether the NAV or Disclosed
Portfolio is not being made available to all market participants at
the same time.
    \30\ See, e.g., Securities Exchange Act Release No. 80169 (March
7, 2017), 82 FR 13536 (March 13, 2017); Securities Exchange Act
Release Nos. 54739 (November 9, 2006), 71 FR 66993, 66997 (November
17, 2006) (SR-AMEX-2006-78) (approving generic listing standards for
Portfolio Depositary Receipts and Index Fund Shares based on
international or global indexes, and stating that ``the proposed
listing standards are designed to preclude ETFs from becoming
surrogates for trading in unregistered securities'' and that ``the
requirement that each component security underlying an ETF be listed
on an exchange and subject to last-sale reporting should contribute
to the transparency of the market for ETFs'' and that ``by requiring
pricing information for both the relevant underlying index and the
ETF to be readily available and disseminated, the proposal is
designed to ensure a fair and orderly market for ETFs''); 53142
(January 19, 2006), 71 FR 4180, 4186 (January 25, 2006) (SR-NASD-
2006-001) (approving generic listing standards for Index-Linked
Securities and stating that ``[t]he Commission believes that by
requiring pricing information for both the relevant underlying index
or indexes and the Index Security to be readily available and
disseminated, the proposed listing standards should help ensure a
fair and orderly market for Index Securities'').
---------------------------------------------------------------------------

    The proposed rule change is designed to perfect the mechanism of a
free and open market and, in general, to protect investors and the
public interest in that it will facilitate the listing and trading of
an additional type of actively-managed exchange-traded product that
will enhance competition among market participants, to the benefit of
investors and the marketplace. As noted above, the Exchange has in
place surveillance procedures relating to trading in the Shares and may
obtain information via ISG from other exchanges that are members of ISG
or with which the Exchange has entered into a comprehensive
surveillance sharing agreement. FINRA, on behalf of the Exchange, or
the regulatory staff of the Exchange, or both, will communicate as
needed regarding trading in the Shares and the underlying exchange-
traded instruments with other markets and other entities that are
members of the ISG, and FINRA, on behalf of the Exchange, or the
regulatory staff of the Exchange, or both, may obtain trading
information regarding trading such instruments from such markets and
other entities. In addition, the Exchange may obtain information
regarding trading in the Shares and the underlying exchange-traded
instruments from markets and other entities that are members of ISG or
with which the

Exchange has in place a comprehensive surveillance sharing agreement.
    Additionally, any equity instruments or futures held by a Fund
operating under an exemptive order would trade on markets that are a
member of ISG or affiliated with a member of ISG or with which the
Exchange has in place a comprehensive surveillance sharing agreement.
While future exemptive relief applicable to Managed Portfolio Shares
may expand the investable universe, the Exchange notes that proposed
Nasdaq Rule 5760(b)(1) would require the Exchange to file separate
proposals under Section 19(b) of the Act before listing and trading any
series of Managed Portfolio Shares and that all of the statements or
representations regarding (a) the description of the portfolio or
reference assets; (b) limitations on portfolio holdings or reference
assets; (c) dissemination and availability of the reference asset or
intraday indicative values and VIIVs; or (d) the applicability of
Nasdaq listing rules specified in such proposals shall constitute
continued listing standards. Also, such proposal would describe the
investable universe for any such series of Managed Portfolio Shares
along with the Exchange's surveillance procedures applicable to such
series. In addition, as noted above, investors will have ready access
to information regarding the VIIV and quotation and last sale
information for the Shares.
    For the above reasons, the Exchange believes that the proposed rule
change is consistent with the requirements of Section 6(b)(5) of the
Act.

B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change will
impose any burden on competition that is not necessary or appropriate
in furtherance of the purpose of the Act. The Exchange notes that the
proposed rule change, rather will facilitate the listing and trading of
a new type of actively-managed exchange-traded product that will
enhance competition among both market participants and listing venues,
to the benefit of investors and the marketplace.

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

    No written comments were either solicited or received.

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

    Because the foregoing proposed rule change does not: (i)
Significantly affect the protection of investors or the public
interest; (ii) impose any significant burden on competition; and (iii)
become operative for 30 days from the date on which it was filed, or
such shorter time as the Commission may designate, it has become
effective pursuant to Section 19(b)(3)(A)(iii) of the Act \31\ and
subparagraph (f)(6) of Rule 19b-4 thereunder.\32\
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    \31\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \32\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)
requires a self-regulatory organization to give the Commission
written notice of its intent to file the proposed rule change at
least five business days prior to the date of filing of the proposed
rule change, or such shorter time as designated by the Commission.
The Exchange has satisfied this requirement.
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    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.

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-2021-023 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-2021-023. 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-2021-023 and should be submitted
on or before May 24, 2021.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\33\
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    \33\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-09024 Filed 4-30-21; 8:45 am]
BILLING CODE 8011-01-P