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

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

3As defined in proposed Rule 14.8(a), the term 

Closed-End Fund means a Closed-End Management 

Investment Company registered under the 

Investment Company Act of 1940. 

4The Exchange notes that the proposed 

quantitative rules are substantively identical to the 

listing standards applicable to Closed-End Funds on 

NYSE American. Specifically, the proposed 

quantitative rules are substantively identical to the 

following sections in the NYSE American Company 

Guide: 101(g), 102(a), and 1003(b)(v). 

5As defined in proposed Rule 14.8(e)(2), a 

‘‘Group’’ is a group of Closed-End Funds which are 

or will be listed on the Exchange, and which are 

managed by a common investment adviser or 

investment advisers who are ‘‘affiliated persons’’ as 

defined in Section 2(a)(3) of the Investment 

Company Act of 1940 as amended. Section 2(a)(3) 

of the Investment Company Act of 1940 defines 

affiliated person of another person as ‘‘(A) any 

person directly or indirectly owning, controlling, or 

holding with power to vote, 5 per centum or more 

of the outstanding voting securities of such other 

person; (B) any person 5 per centum or more of 

whose outstanding voting securities are directly or 

indirectly owned, controlled, or held with power to 

vote, by such other person; (C) any person directly 

or indirectly controlling, controlled by, or under 

common control with, such other person; (D) any 

officer, director, partner, copartner, or employee of 

such other person; (E) if such other person is an 

investment company, any investment adviser 

thereof or any member of an advisory board thereof; 

and (F) if such other person is an unincorporated 

investment company not having a board of 

directors, the depositor thereof.’’ 

6The Exchange notes that where the Public 

Distribution appreciably exceeds 500,000 shares for 

companies that are not banks whose securities are 

concentrated in a limited geographical area, or 

whose securities are largely held in block by 

institutional investors, the 800 Public Shareholders 

requirement would also apply. 

The agenda for the meeting will 

include updates and presentations from 

the FIMSAC subcommittees. 

CONTACT PERSON FOR MORE INFORMATION: 

For further information, please contact 

Brent J. Fields from the Office of the 

Secretary at (202) 551–5400. 

Dated: July 9, 2018. 

Brent J. Fields, 

Secretary. 

[FR Doc. 2018–14960 Filed 7–9–18; 4:15 pm] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–83596; File No. SR– 

CboeBZX–2018–047] 

Self-Regulatory Organizations; Cboe 

BZX Exchange, Inc.; Notice of Filing of 

a Proposed Rule Change To Amend 

BZX Rule 14.8, General Listings 

Requirements—Tier I 

July 5, 2018. 

Pursuant to Section 19(b)(1) of the 

Securities Exchange Act of 1934 

(‘‘Act’’),1 and Rule 19b–4 thereunder,2

notice is hereby given that on June 21, 

2018, Cboe BZX Exchange, Inc. 

(‘‘Exchange’’ or ‘‘BZX’’) filed with the 

Securities and Exchange Commission 

(‘‘Commission’’) the proposed rule 

change as described in Items I and II 

below, which Items have been prepared 

by the Exchange. The Commission is 

publishing this notice to solicit 

comments on the proposed rule change 

from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange filed a proposal to 

amend the listing rules under Rule 14.8, 

titled ‘‘General Listing Requirements— 

Tier I,’’ in order to adopt listing 

standards for closed-end funds. 

The text of the proposed rule change 

is available at the Exchange’s website at 

www.markets.cboe.com, at the principal 

office of the Exchange, and at the 

Commission’s Public Reference Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

Exchange included statements 

concerning the purpose of and basis for 

the proposed rule change and discussed 

any comments it received on the 

proposed rule change. The text of these 

statements may be examined at the 

places specified in Item IV below. The 

Exchange has prepared summaries, set 

forth in Sections A, B, and C below, of 

the most significant parts of such 

statements. 

(A) Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to amend its 

listing rules in Rule 14.8 in order to add 

listing standards applicable to ClosedEnd Funds 3 based on existing criteria 

applicable to Closed-End Funds listed 

on NYSE American LLC (‘‘NYSE 

American’’).4 Specifically, the Exchange 

is proposing to add new paragraphs (e) 

and (i) under Rule 14.8 related to the 

initial and continued listing 

requirements for Closed-End Funds, 

respectively, as well as to make certain 

corresponding changes. 

Initial Listing 

As proposed, a Closed-End Fund must 

meet the initial listing requirements for 

either an individual Closed-End Fund 

(the ‘‘Individual CEF Standard’’) or a 

Group 5 of Closed-End Funds (the 

‘‘Group CEF Standard’’), as provided 

below, before being listed on the 

Exchange. The Individual CEF Standard 

requires: (a) A public distribution 

(which includes both shareholders of 

record and beneficial holders, but 

excludes the holdings of officers, 

directors, controlling shareholders, and 

other concentrated (i.e. 10% or greater), 

affiliated or family holdings (‘‘Public 

Shareholders’’)) (a ‘‘Public 

Distribution’’) of (i) at least 500,000 

shares where there are at least 800 

Public Shareholders, except that 

companies that are not banks whose 

securities are concentrated in a limited 

geographical area, or whose securities 

are largely held in block by institutional 

investors, are normally not considered 

eligible for listing unless the Public 

Distribution appreciably exceeds 

500,000 shares; 6 or (ii) at least 

1,000,000 shares where there are at least 

400 Public Shareholders; (b) a Public 

Distribution with a Market Value or net 

assets of at least $20 million; (c) a 

minimum bid price of at least $4 per 

share; and (d) at least three registered 

and active Market Makers. The Group 

CEF Standard requires that a ClosedEnd Fund which is part of a Group be 

subject to the following criteria: (a) The 

Group has a Public Distribution with a 

Market Value or net assets of at least $75 

million; (b) the Closed-End Funds in the 

Group have a Public Distribution with 

an average Market Value or average net 

assets of at least $15 million; (c) each 

Closed-End Fund in the Group has a 

Public Distribution with a Market Value 

or net assets of at least $10 million; and 

(d) each Closed-End Fund in the Group 

has: (i) A Public Distribution of: (a) At 

least 500,000 shares where there are at 

least 800 Public Shareholders, except 

that companies that are not banks whose 

securities are concentrated in a limited 

geographical area, or whose securities 

are largely held in block by institutional 

investors, are normally not considered 

eligible for listing unless the Public 

Distribution appreciably exceeds 

500,000 shares; or (b) at least 1,000,000 

shares where there are at least 400 

Public Shareholders; (ii) a minimum bid 

price of at least $4 per share; and (iii) 

at least three registered and active 

Market Makers. 

Continued Listing 

As proposed, The Exchange will 

consider the suspension of trading in 

and will initiate delisting proceedings 

(and are not eligible to follow the cure 

procedures outlined in Rule 14.12) for a 

Closed-End Fund where: (a) The Market 

Value of the Public Distribution and net 

assets each are less than $5,000,000 for 


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

7 15 U.S.C. 78f. 

8 15 U.S.C. 78f(b)(5). 

more than 60 consecutive days; (b) the 

Closed-End Fund no longer qualifies as 

a closed-end fund under the Investment 

Company Act of 1940 (unless the 

resultant entity otherwise qualifies for 

listing); or (c) it appears that the extent 

of Public Distribution, the Market Value 

of such Public Distribution, or net assets 

of such Public Distribution has become 

so reduced as to make further dealings 

on the Exchange inadvisable. Any 

failure to meet any of the continued 

listing requirements will subject the 

applicable Closed-End Fund to delisting 

proceedings in accordance with the 

provisions set forth in Rule 14.12. 

Trading Rules 

Closed-End Funds are equity 

securities, thus rendering trading in 

Closed-End Funds subject to the 

Exchange’s existing rules governing the 

trading of equity securities. The 

Exchange will allow trading in ClosedEnd Funds from 8:00 a.m. until 5:00 

p.m. Eastern Time and the Exchange has 

appropriate rules to facilitate such 

transactions during all trading sessions. 

As provided in Rule 11.11(a), the 

minimum price variation for quoting 

and entry of orders in Closed-End Funds 

traded on the Exchange will be $0.01, 

with the exception of securities that are 

priced less than $1.00, for which the 

minimum price variation for quoting 

and order entry will be $0.0001. 

Trading Halts 

With respect to trading halts, the 

Exchange may consider all relevant 

factors in exercising its discretion to 

halt or suspend trading in a Closed-End 

Fund. The Exchange will halt trading in 

a Closed-End Fund under the conditions 

specified in Rule 11.18. Trading may be 

halted because of market conditions or 

for reasons that, in the view of the 

Exchange, make trading in the Shares 

inadvisable. These include whether 

unusual conditions or circumstances 

detrimental to the maintenance of a fair 

and orderly market are present. 

Surveillance 

The Exchange believes that its 

surveillance procedures are adequate to 

properly monitor the trading of ClosedEnd Funds on the Exchange during all 

trading sessions and to deter and detect 

violations of Exchange rules and the 

applicable federal securities laws. 

Trading of Closed-End Funds through 

the Exchange will be subject to the 

Exchange’s surveillance procedures for 

ETPs. 

Governance 

Any Closed-End Funds listed on the 

Exchange will be subject to the 

governance requirements in Rule 14.10 

applicable to all management 

investment companies listed on the 

Exchange, including Closed-End Funds, 

except as provided in the exceptions to 

certain governance requirements for 

management investment companies as 

provided under Rule 14.10(e)(1)(E) and 

Interpretation and Policy .13 of Rule 

14.10(e). The Exchange notes that its 

governance requirements for Closed-End 

Funds are substantially similar to those 

applicable to Closed-End Funds listed 

on NYSE American. 

Other Changes 

The Exchange is also proposing to 

make certain renumbering changes to 

Rule 14.8 in order to accommodate the 

other proposed rule changes described 

herein. 

Listing Fees 

The Exchange plans to separately 

submit a proposal to amend Rule 14.13 

related to listing fees in order to 

implement fees applicable to ClosedEnd Funds prior to this proposal 

becoming operational. 

2. Statutory Basis 

The Exchange believes that the 

proposal is consistent with Section 6(b) 

of the Act 7 in general and Section 

6(b)(5) of the Act 8 in particular in that 

it is designed to prevent fraudulent and 

manipulative acts and practices, to 

promote just and equitable principles of 

trade, to foster cooperation and 

coordination with persons engaged in 

facilitating transactions in securities, 

and to remove impediments to and 

perfect the mechanism of a free and 

open market and a national market 

system. The Exchange believes that the 

proposed rules will facilitate the listing 

and trading of additional types of 

exchange-traded products on the 

Exchange that will enhance competition 

among market participants, to the 

benefit of investors and the marketplace. 

In addition, the listing and trading 

criteria set forth in the proposed rules 

are intended to protect investors and the 

public interest. 

As noted above, the Exchange’s 

proposed quantitative and qualitative 

listing requirements related to ClosedEnd Funds are substantively identical to 

those of NYSE American and, as such, 

the proposed rule change is consistent 

with the protection of investors and the 

public interest. Additionally, the 

proposal is designed to prevent 

fraudulent and manipulative acts and 

practices, as any Closed-End Funds 

listed on the Exchange will be required 

to meet these proposed new rules 

related to initial and continued listing 

and will be subject to existing Exchange 

trading rules, trading halts, governance, 

and surveillance procedures, as set forth 

above. 

The proposal is also designed to 

promote just and equitable principles of 

trade by way of the proposed initial and 

continued listing standards, which is 

further bolstered by the requirement 

that any failure to meet any of the 

continued listing requirements will 

subject the applicable Closed-End Fund 

to delisting proceedings in accordance 

with the provisions set forth in Rule 

14.12. These requirements, together 

with the applicable Exchange equity 

trading rules (which will apply to 

Closed-End Funds listed under the 

proposed criteria), ensure that no 

investor would have an unfair 

advantage over another respecting the 

trading of Closed-End Funds. On the 

contrary, all investors will have the 

same access to trading in Closed-End 

Funds listed on the Exchange, as is the 

case for all other products listed and/or 

traded on the Exchange, all to the 

benefit of public customers and the 

marketplace as a whole. 

On the whole, the proposed rule 

change is designed to perfect the 

mechanism of a free and open market 

and, in general, to protect investors and 

the public interest in that it will 

facilitate the listing and trading of an 

additional product type on the 

Exchange that will enhance competition 

among market participants, to the 

benefit of investors and the marketplace. 

For the above reasons, the Exchange 

believes that the proposed rule change 

is consistent with the requirements of 

Section 6(b)(5) of the Act. 

(B) Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change will impose 

any burden on competition not 

necessary or appropriate in furtherance 

of the purposes of the Act, as amended. 

Instead, the proposal is a competitive 

one which would facilitate the listing 

and trading of Closed-End Funds on the 

Exchange, which the Exchange believes 

will enhance competition among 

exchanges that list Closed-End Funds, to 

the benefit of investors, issuers, and the 

marketplace generally. 


daltland on DSKBBV9HB2PROD with NOTICES
32164 Federal Register / Vol. 83, No. 133 / Wednesday, July 11, 2018 / Notices 

9 17 CFR 200.30–3(a)(12). 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

3 15 U.S.C. 78s(b)(3)(A)(ii). 

4 17 CFR 240.19b–4(f)(2). 

5See Securities Exchange Act Release No. 65225 

(August 30, 2011), 76 FR 55148 (September 6, 2011) 

(SR–BATS–2011–018). 

6As defined in Rule 11.8(e)(1)(A), the term ‘‘ETP’’ 

means any security listed pursuant to Exchange 

Rule 14.11. 

7See Securities Exchange Act Release No. 66422 

(February 17, 2012), 77 FR 11179 (February 24, 

2012) (SR–BATS–2012–010). 

8See Securities Exchange Act Release No. 81152 

(July 14, 2017), 82 FR 33525 (July 20, 2017) (SR– 

BatsBZX–2017–45). 

(C) Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants or Others 

The Exchange has neither solicited 

nor received written comments on the 

proposed rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Within 45 days of the date of 

publication of this notice in the Federal 

Register or within such longer period 

up to 90 days (i) as the Commission may 

designate if it finds such longer period 

to be appropriate and publishes its 

reasons for so finding or (ii) as to which 

the self-regulatory organization 

consents, the Commission will: 

(A) By order approve or disapprove 

such proposed rule change, or 

(B) institute proceedings to determine 

whether the proposed rule change 

should be disapproved. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s internet 

comment form (http://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

CboeBZX–2018–047 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Secretary, Securities and Exchange 

Commission, 100 F Street NE, 

Washington, DC 20549–1090. 

All submissions should refer to File 

Number SR–CboeBZX–2018–047. This 

file number should be included on the 

subject line if email is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

internet website (http://www.sec.gov/ 

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for website viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE, 

Washington, DC 20549, on official 

business days between the hours of 

10:00 a.m. and 3:00 p.m. Copies of the 

filing will also be available for 

inspection and copying at the principal 

office of the Exchange. All comments 

received will be posted without change. 

Persons submitting comments are 

cautioned that we do not redact or edit 

personal identifying information from 

comment submissions. You should 

submit only information that you wish 

to make available publicly. All 

submissions should refer to File 

Number SR–CboeBZX–2018–047 and 

should be submitted on or before 

August 1, 2018. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.9

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2018–14788 Filed 7–10–18; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–83597; File No. SR– 

CboeBZX–2018–046] 

Self-Regulatory Organizations; Cboe 

BZX Exchange, Inc.; Notice of Filing 

and Immediate Effectiveness of a 

Proposed Rule Change To Amend BZX 

Rule 14.13, Company Listing Fees 

July 5, 2018. 

Pursuant to Section 19(b)(1) of the 

Securities Exchange Act of 1934 (the 

‘‘Act’’),1 and Rule 19b–4 thereunder,2

notice is hereby given that on June 21, 

2018, Cboe BZX Exchange, Inc. (the 

‘‘Exchange’’ or ‘‘BZX’’) filed with the 

Securities and Exchange Commission 

(‘‘Commission’’) the proposed rule 

change as described in Items I, II and III 

below, which Items have been prepared 

by the Exchange. The Exchange has 

designated the proposed rule change as 

one establishing or changing a member 

due, fee, or other charge imposed by the 

Exchange under Section 19(b)(3)(A)(ii) 

of the Act 3 and Rule 19b–4(f)(2) 

thereunder,4 which renders the 

proposed rule change effective upon 

filing with the Commission. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange filed a proposal to 

amend the fees applicable to securities 

listed on the Exchange, which are set 

forth in BZX Rule 14.13. 

The text of the proposed rule change 

is available at the Exchange’s website at 

www.markets.cboe.com, at the principal 

office of the Exchange, and at the 

Commission’s Public Reference Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

Exchange included statements 

concerning the purpose of and basis for 

the proposed rule change and discussed 

any comments it received on the 

proposed rule change. The text of these 

statements may be examined at the 

places specified in Item IV below. The 

Exchange has prepared summaries, set 

forth in Sections A, B, and C below, of 

the most significant parts of such 

statements. 

(A) Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

On August 30, 2011, the Exchange 

received approval of rules applicable to 

the qualification, listing, and delisting 

of companies on the Exchange,5 which 

it modified on February 8, 2012 in order 

to adopt pricing for the listing of 

exchange traded products (‘‘ETPs’’) 6 on 

the Exchange.7 On July 3, 2017, the 

Exchange made certain changes to Rule 

14.13 such that there were no entry fees 

or annual fees for ETPs listed on the 

Exchange.8 The Exchange is proposing 

to amend Rule 14.13 in order to charge 

an entry fee for ETPs that are not 

Generically-Listed ETPs, as defined 

below and to add annual listing fees for 

ETPs listed on the Exchange. 


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