2474 Federal Register / Vol. 83, No. 11 / Wednesday, January 17, 2018 / Notices 

8 15 U.S.C. 78s(b)(3)(A). 

9 17 CFR 240.19b–4(f)(6). In addition, Rule 19b– 

4(f)(6)(iii) requires a self-regulatory organization to 

give the Commission written notice of its intent to 

file the proposed rule change, along with a brief 

description and the text of 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. 

10 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

assist Participants in managing and 

controlling the risks associated with 

their access to and activity on the 

Exchange, both for the benefit of 

Participants and investors. The 

Exchange’s risk settings, moreover, are 

consistent with risk settings employed 

by other exchanges, such as Cboe BYX. 

Although the Exchange presently offers 

these risk settings, codifying them will 

provide additional transparency to 

Participants regarding the risk settings 

offered by the Exchange. It will also 

foster cooperation and coordination 

with persons engaged in facilitating 

transactions in securities and more 

generally, will protect investors and the 

public interest, by providing additional 

transparency regarding risk settings 

offered by the Exchange. 

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 purposes of the Act, as amended. 

The proposed rule change is not 

designed to address any competitive 

issues and does not pose an undue 

burden on non-clearing members 

because, unlike clearing members, nonclearing members do not guarantee the 

execution of a Participant’s transactions 

on the Exchange. Moreover, the 

proposal to share risk settings with 

clearing members will not burden 

competition among clearing members 

because it will apply to all clearing 

members equally and regardless of size. 

The Exchange notes that this proposal 

will not affect competition among 

Participants because the proposal 

provides for sharing of all of 

Participants’ risk settings set forth in 

IM–6200–1. Any Participant that does 

not wish to share its risk settings with 

its clearing member could avoid sharing 

such settings by becoming a clearing 

member. Lastly, the proposal to codify 

the Exchange’s risk settings will not 

burden competition among Participants 

because the risk settings are already 

available to or required of Participants 

and will continue to be available or 

required of all Participants going 

forward. 

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) of the Act 8 and Rule 19b– 

4(f)(6) thereunder.9

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. 

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– 

NASDAQ–2018–002 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–2018–002. 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–2018–002 and 

should be submitted on or before 

February 7, 2018. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.10

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2018–00634 Filed 1–16–18; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–82481; File No. SR– 

NASDAQ–2017–133] 

Self-Regulatory Organizations; The 

Nasdaq Stock Market LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change To Eliminate 

Transitional Rules That Have Expired 

Related to Compensation Committee 

Listing Standards 

January 10, 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 December 

27, 2017, The Nasdaq Stock Market LLC 

(‘‘Nasdaq’’ or ‘‘Exchange’’) 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 

Commission is publishing this notice to 


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Federal Register / Vol. 83, No. 11 / Wednesday, January 17, 2018 / Notices 2475 

3Securities Exchange Act Release No. 68640 

(January 11, 2013), 78 FR 4554 (January 22, 2013) 

(approving SR–NASDAQ–2012–109). 

4 15 U.S.C. 78f(b). 

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

6See Securities Exchange Act Release No. 68640, 

supra. 

7 15 U.S.C. 78s(b)(3)(A)(iii). 

8 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. 

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 proposes to eliminate 

transitional rules that have expired 

related to compensation committee 

listing standards. 

The text of the proposed rule change 

is available on the Exchange’s website at 

http://nasdaq.cchwallstreet.com, at the 

principal office of the Exchange, and at 

the Commission’s Public Reference 

Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

Exchange included statements 

concerning the purpose of and basis for 

the proposed rule change and discussed 

any comments it received on the 

proposed rule change. The text of these 

statements may be examined at the 

places specified in Item IV below. The 

Exchange has prepared summaries, set 

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

the most significant aspects of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

Nasdaq proposes to delete the 

introductory language to Rule 5605(d), 

Rule 5605(d)(6), Rule 5605A and IM– 

5605A–6, and part of Rule 5615 to 

remove transitional rules that are no 

longer applicable to any companies and 

references to those transitional rules. 

These transitional rules were adopted in 

2013 in connection with changes to the 

compensation committee requirements.3

Those changes to the compensation 

committee requirements were fully 

phased in on October 31, 2014 and the 

transitional rules no longer apply to any 

listed company. 

2. Statutory Basis 

The Exchange believes that its 

proposal is consistent with Section 6(b) 

of the Act,4 in general, and furthers the 

objectives of Section 6(b)(5) of the Act,5

in particular, in that it is designed 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. 

Nasdaq believes that it is in the public 

interest to eliminate the obsolete 

compensation committee requirements 

because the rules that replaced these 

provisions have been found to protect 

investors and the public interest 6 and 

because eliminating these provisions, 

which were fully phased out in October 

2014, will improve the readability of 

Nasdaq’s rules. 

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. Nasdaq does 

not believe the proposed rule change, 

which merely eliminates obsolete 

provisions and does not make any 

substantive change to Nasdaq’s rules, 

will impose any burden, nor have any 

impact, on competition. 

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 7 and 

subparagraph (f)(6) of Rule 19b–4 

thereunder.8

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: (i) Necessary or appropriate in 

the public interest; (ii) for the protection 

of investors; or (iii) 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 rule-comments@

sec.gov. Please include File Number SR– 

NASDAQ–2017–133 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Secretary, Securities and Exchange 

Commission, 100 F Street NE, 

Washington, DC 20549–1090. 

All submissions should refer to File 

Number SR–NASDAQ–2017–133. 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–2017–133, and 

should be submitted on or before 

February 7, 2018. 


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2476 Federal Register / Vol. 83, No. 11 / Wednesday, January 17, 2018 / Notices 

9 17 CFR 200.30–3(a)(12). 

1Certain Contracts make or made available 

guaranteed living benefit riders (each, a ‘‘Living 

Benefit Rider’’ and collectively, the ‘‘Living Benefit 

Riders’’). The terms of certain Living Benefit Riders 

include investment restrictions that limit the 

available investment options to identified allocation 

models consisting of a specified selection of 

investment options. A Contract owner with a Living 

Benefit Rider that has investment restrictions may 

transfer Contract value by reallocating all of his 

Contract value to a different allocation model under 

the rider or, depending on the terms of the rider, 

by reallocating his Contract value within the 

parameters of the allocation model. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.9

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2018–00636 Filed 1–16–18; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

32967; File No. 812–14714] 

The Guardian Insurance & Annuity 

Company, Inc., et al. 

January 10, 2018. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice. 

Notice of application for an order 

approving the substitution of certain 

securities pursuant to section 26(c) of 

the Investment Company Act of 1940, as 

amended (the ‘‘Act’’). 

APPLICANTS: The Guardian Insurance & 

Annuity Company, Inc., (‘‘Guardian’’), 

The Guardian Separate Account Q, and 

The Guardian Separate Account R (each, 

a ‘‘Separate Account’’ and together, the 

‘‘Separate Accounts’’). Guardian and the 

Separate Accounts are referred to as the 

‘‘Applicants.’’ 

SUMMARY OF APPLICATION: Applicants 

seek an order pursuant to section 26(c) 

of the Act, approving the substitution of 

shares issued by certain investment 

portfolios of registered investment 

companies (the ‘‘Existing Portfolios’’) 

for shares of certain investment 

portfolios of Guardian Variable Products 

Trust (the ‘‘Replacement Portfolios’’), 

held by the Separate Accounts to 

support certain variable annuity 

contracts (the ‘‘Contracts’’). Guardian 

Variable Products Trust is referred to as 

the ‘‘Trust.’’ 

FILING DATE: The application was filed 

on November 3, 2016 and was amended 

on April 10, 2017 and September 18, 

2017. Applicants have agreed to file an 

amendment during the notice period, 

the substance of which is reflected in 

this notice. 

HEARING OR NOTIFICATION OF HEARING: 

An order granting the requested relief 

will be issued unless the Commission 

orders a hearing. Interested persons may 

request a hearing by writing to the 

Secretary of the Commission and 

serving the Applicants with a copy of 

the request, personally or by mail. 

Hearing requests should be received by 

the Commission by 5:30 p.m. on 

February 6, 2018 and should be 

accompanied by proof of service on the 

Applicants in the form of an affidavit or, 

for lawyers, a certificate of service. 

Pursuant to rule 0–5 under the Act, 

hearing requests should state the nature 

of the writer’s interest, any facts bearing 

upon the desirability of a hearing on the 

matter, the reason for the request, and 

the issues contested. Persons who wish 

to be notified of a hearing may request 

notification by writing to the 

Commission’s Secretary. 

ADDRESSES: Secretary, Securities and 

Exchange Commission, 100 F Street NE, 

Washington, DC 20549–1090. 

Applicants: Richard T. Potter, Senior 

Vice President, Counsel and Assistant 

Corporate Secretary, The Guardian 

Insurance & Annuity Company, Inc., 7 

Hanover Square, New York, New York 

10004. 

FOR FURTHER INFORMATION CONTACT: 

Laura J. Riegel, Senior Counsel, at (202) 

551–6873, or Robert H. Shapiro, Branch 

Chief at (202) 551–6821 (Division of 

Investment Management, Chief 

Counsel’s Office). 

SUPPLEMENTARY INFORMATION: The 

following is a summary of the 

application. The complete application 

may be obtained via the Commission’s 

website by searching for the file 

number, or for an Applicant using the 

Company name box, at http://

www.sec.gov.search/search.htm, or by 

calling (202) 551–8090. 

Applicants’ Representations 

1. Guardian is a Delaware stock life 

insurance company licensed to conduct 

insurance business in the District of 

Columbia and all fifty states of the 

United States. Guardian is whollyowned by The Guardian Life Insurance 

Company of America (‘‘Guardian Life’’), 

a mutual life insurance company. 

2. Each Separate Account meets the 

definition of ‘‘separate account,’’ as 

defined in section 2(a)(37) of the Act 

and rule 0–1(e) thereunder. The 

Separate Accounts are registered under 

the Act as unit investment trusts. The 

assets of the Separate Accounts support 

the Contracts and interests in the 

Separate Accounts offered through such 

Contracts. Guardian is the legal owner 

of the assets in the Separate Accounts. 

The Separate Accounts are segmented 

into subaccounts, and each subaccount 

invests in an underlying registered 

open-end management investment 

company or series thereof. 

3. The Contracts are each registered 

under the Securities Act of 1933, as 

amended (the ‘‘1933 Act’’) on Form N– 

4. Each Contract has particular fees, 

charges, and investment options, as 

described in the Contracts’ respective 

prospectuses. 

4. The Contracts are individual 

flexible or single premium deferred 

variable annuity contracts. As set forth 

in the prospectuses for the Contracts, 

each Contract provides that Guardian 

reserves the right to substitute shares of 

the funds in which the Separate 

Accounts invest for shares of any funds 

already held or to be held in the future 

by the Separate Accounts.1

5. Guardian, on behalf of itself and the 

Separate Accounts, proposes to exercise 

its contractual right to substitute shares 

of the Existing Portfolios for shares of 

the Replacement Portfolios 

(‘‘Substitutions’’), as shown in the table 

below: 

Substitution No. Existing portfolio Replacement portfolio 

1 ............................... Variable Portfolio Loomis Sayles Growth Fund (Class 2) .... Guardian Large Cap Disciplined Growth VIP Fund. 

2 ............................... Fidelity VIP Contrafund Portfolio (Service Class 2) .............. Guardian Large Cap Disciplined Growth VIP Fund. 

3 ............................... Fidelity VIP Growth Portfolio (Service Class 2) .................... Guardian Large Cap Disciplined Growth VIP Fund. 

4 ............................... Alger Capital Appreciation Portfolio (Class S) ...................... Guardian Large Cap Fundamental Growth VIP Fund. 

5 ............................... BlackRock Capital Appreciation V.I. Fund (Class III) ........... Guardian Large Cap Fundamental Growth VIP Fund. 

6 ............................... Columbia Variable Portfolio Large Cap Growth Fund (Class 

2).

Guardian Large Cap Fundamental Growth VIP Fund. 

7 ............................... Invesco V.I. American Franchise Fund (Series II) ................ Guardian Large Cap Fundamental Growth VIP Fund. 

8 ............................... MFS® Growth Series (Service Class) ................................... Guardian Large Cap Fundamental Growth VIP Fund. 


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