43264 Federal Register / Vol. 82, No. 177 / Thursday, September 14, 2017 / Notices 

3The requested relief would apply to direct sales 

of shares in Creation Units by a Fund to a Fund of 

Funds and redemptions of those shares. Applicants, 

moreover, are not seeking relief from section 17(a) 

for, and the requested relief will not apply to, 

transactions where a Fund could be deemed an 

affiliated person, or a second-tier affiliate, of a Fund 

of Funds because an Advisor or an entity 

controlling, controlled by or under common control 

with an Advisor provides investment advisory 

services to that Fund of Funds. 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 81188 

(July 21, 2017), 82 FR 35014 (‘‘Notice’’). 

4 In Amendment No. 1, the Exchange proposes to 

remove a reference to Retail Order from Exchange 

Rule 4702(b)(12)(B) and to remove a reference to 

Retail Orders and RPI Orders from Exchange Rule 

4703(l), as these two order types are no longer 

available on the Exchange. The Exchange also 

provides an example to illustrate its assertion that 

permitting members to submit Limit On Close 

(‘‘LOC’’) Orders until immediately prior to 3:55 

p.m. would facilitate price discovery in the Nasdaq 

Closing Cross. Amendment No. 1 is available at 

https://www.sec.gov/comments/sr-nasdaq-2017- 

061/nasdaq2017061.htm. 

5For a more detailed description of the proposal, 

see Notice, supra note 3 and Amendment No. 1, 

supra note 4. 

6See Exchange Rule 4702(b)(12) (defining LOC 

Order). 

7The Exchange proposes a related change to 

Exchange Rule 4702(b)(12)(B) to provide that LOC 

Orders and Closing Cross/Extended Hours Orders 

entered at or after 3:55 p.m. ET would be rejected. 

shares from trading at a material 

discount or premium from NAV. 

6. With respect to Funds that hold 

non-U.S. Portfolio Instruments and that 

effect creations and redemptions of 

Creation Units in kind, applicants 

request relief from the requirement 

imposed by section 22(e) in order to 

allow such Funds to pay redemption 

proceeds within fourteen calendar days 

following the tender of Creation Units 

for redemption. Applicants assert that 

the requested relief would not be 

inconsistent with the spirit and intent of 

section 22(e) to prevent unreasonable, 

undisclosed or unforeseen delays in the 

actual payment of redemption proceeds. 

7. Applicants request an exemption to 

permit Funds of Funds to acquire Fund 

shares beyond the limits of section 

12(d)(1)(A) of the Act; and the Funds, 

and any principal underwriter for the 

Funds, and/or any broker or dealer 

registered under the Exchange Act, to 

sell shares to Funds of Funds beyond 

the limits of section 12(d)(1)(B) of the 

Act. The application’s terms and 

conditions are designed to, among other 

things, help prevent any potential (i) 

undue influence over a Fund through 

control or voting power, or in 

connection with certain services, 

transactions, and underwritings, (ii) 

excessive layering of fees, and (iii) 

overly complex fund structures, which 

are the concerns underlying the limits 

in sections 12(d)(1)(A) and (B) of the 

Act. 

8. Applicants request an exemption 

from sections 17(a)(1) and 17(a)(2) of the 

Act to permit persons that are affiliated 

persons, or second-tier affiliates, of the 

Funds, solely by virtue of certain 

ownership interests, to effectuate 

purchases and redemptions in-kind. The 

deposit procedures for in-kind 

purchases of Creation Units and the 

redemption procedures for in-kind 

redemptions of Creation Units will be 

the same for all purchases and 

redemptions and Deposit Instruments 

and Redemption Instruments will be 

valued in the same manner as those 

Portfolio Instruments currently held by 

the Funds. Applicants also seek relief 

from the prohibitions on affiliated 

transactions in section 17(a) to permit a 

Fund to sell its shares to and redeem its 

shares from a Fund of Funds, and to 

engage in the accompanying in-kind 

transactions with the Fund of Funds.3

The purchase of Creation Units by a 

Fund of Funds directly from a Fund will 

be accomplished in accordance with the 

policies of the Fund of Funds and will 

be based on the NAVs of the Funds. 

9. Section 6(c) of the Act permits the 

Commission to exempt any persons or 

transactions from any provision of the 

Act if such exemption is necessary or 

appropriate in the public interest and 

consistent with the protection of 

investors and the purposes fairly 

intended by the policy and provisions of 

the Act. Section 12(d)(1)(J) of the Act 

provides that the Commission may 

exempt any person, security, or 

transaction, or any class or classes of 

persons, securities, or transactions, from 

any provision of section 12(d)(1) if the 

exemption is consistent with the public 

interest and the protection of investors. 

Section 17(b) of the Act authorizes the 

Commission to grant an order 

permitting a transaction otherwise 

prohibited by section 17(a) if it finds 

that (a) the terms of the proposed 

transaction are fair and reasonable and 

do not involve overreaching on the part 

of any person concerned; (b) the 

proposed transaction is consistent with 

the policies of each registered 

investment company involved; and (c) 

the proposed transaction is consistent 

with the general purposes of the Act. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2017–19537 Filed 9–13–17; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–81556; File No. SR– 

NASDAQ–2017–061] 

Self-Regulatory Organizations; The 

NASDAQ Stock Market LLC; Notice of 

Filing of Amendment No. 1 and Order 

Granting Accelerated Approval of a 

Proposed Rule Change, as Modified by 

Amendment No. 1, To Amend Rules 

4702 and 4754 Relating to the Nasdaq 

Closing Cross and To Make Other 

Related Changes 

September 8, 2017. 

I. Introduction 

On July 13, 2017, The NASDAQ Stock 

Market LLC (‘‘Nasdaq’’ or ‘‘Exchange’’) 

filed with the Securities and Exchange 

Commission (‘‘Commission’’), pursuant 

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

Exchange Act of 1934 (‘‘Act’’) 1 and Rule 

19b–4 thereunder,2 a proposed rule 

change to amend Exchange Rules 4702 

and 4754 relating to the Nasdaq Closing 

Cross and to make other related 

changes. The proposed rule change was 

published for comment in the Federal 

Register on July 27, 2017.3 On August 

22, 2017, the Exchange filed 

Amendment No. 1 to the proposed rule 

change.4 The Commission received no 

comment letters on the proposed rule 

change. The Commission is publishing 

this notice to solicit comments on 

Amendment No. 1 from interested 

persons, and is approving the proposed 

rule change, as modified by Amendment 

No. 1, on an accelerated basis. 

II. Description of the Proposed Rule 

Change, as Modified by Amendment 

No. 1 5

As described in more detail below, 

the Exchange proposes to enhance the 

operation of the Nasdaq Closing Cross 

by extending the time period during 

which members may submit LOC 

Orders,6 and to make other changes 

relating to the Nasdaq Closing Cross and 

the Nasdaq Opening Cross. 

A. Acceptance of LOC Orders and 

Related Changes 

Currently, Exchange Rule 

4702(b)(12)(A) provides that LOC 

Orders may be entered between 4:00 

a.m. ET and immediately prior to 3:50 

p.m. ET. The Exchange proposes to 

amend this rule to permit LOC orders to 

be entered between 3:50 p.m. ET and 

immediately prior to 3:55 p.m. ET, 

provided that there is a First Reference 

Price.7 The Exchange proposes to define 

the First Reference Price to mean the 


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8See Exchange Rule 4754(a)(7)(A) (defining 

Current Reference Price for the Nasdaq Closing 

Cross). 

9See Exchange Rule 4754(a)(7) (defining Order 

Imbalance Indicator for the Nasdaq Closing Cross). 

10See proposed Exchange Rule 4754(a)(9). 

According to the Exchange, if there is no First 

Reference Price, a value of zero will be 

disseminated in the first Order Imbalance Indicator, 

and a non-zero value indicates that there is a First 

Reference Price. See Notice, supra note 3, at 35015 

n.16. The Exchange also states that the presence of 

a First Reference Price indicates that there is 

matched buy and sell interest that is eligible to 

participate in the Nasdaq Closing Cross. See id., at 

35015. 

11See proposed changes to Exchange Rule 

4702(b)(12)(A). 

12See id. 

13The Exchange currently uses the LULD Closing 

Cross when a Trading Pause pursuant to Exchange 

Rule 4120(a)(12) is triggered at or after 3:50 p.m. 

and before 4:00 p.m. See Exchange Rule 4754(b)(6). 

The Commission recently approved a proposed rule 

change that provided that the LULD Closing Cross 

would be used when a Trading Pause exists at or 

after 3:50 p.m. and before 4:00 p.m. See Securities 

Exchange Act Release No. 79876 (January 25, 2017), 

82 FR 8888 (January 31, 2017) (SR–NASDAQ–2016– 

131). The Exchange represents that the recently 

approved change is not yet operative, and the 

discussion in this proposed rule change is based on 

currently implemented functionality. See Notice, 

supra note 3, at 35015. n.19. 

14The Exchange also proposes a conforming 

change to Exchange Rule 4754(b)(6)(C)(iii). 

15See Notice, supra note 3, at 35015. This change 

would also correct the rule to reflect that, consistent 

with current functionality, IO Orders entered prior 

to a Trading Pause would participate in the LULD 

Closing Cross, instead of only those IO Orders 

entered prior to 3:50 p.m. See id. MOC Orders 

entered after 3:50 p.m. would continue to be 

rejected, and therefore would not be eligible for the 

LULD Closing Cross. See id., at 35015 n.21. 

16The Exchange also proposes to correct a 

typographical error in Exchange Rule 4754(b)(7)(E). 

In addition, the Exchange proposes to amend 

Exchange Rule 4754(b)(5), related to auxiliary 

procedures for the Closing Cross, to correct an 

erroneous subparagraph cross-reference from 

(c)(2)(D) to (b)(2)(E). 

17See Exchange Rule 4702(b)(12)(B) (defining 

Closing Cross/Extended Hours Order). 

18See Notice, supra note 3, at 35016. 

19See proposed changes to Exchange Rule 

4702(b)(12)(B) and Notice, supra note 3, at 35016. 

20See Amendment No. 1, supra note 4. See also 

proposed changes to Exchange Rule 4703(l) 

(deleting a reference to Retail Orders and RPI 

Orders). 

21See Exchange Rule 4752(a)(1) (defining 

Imbalance for the Nasdaq Opening Cross). 

22See Exchange Rule 4752(a)(2)(A) (defining 

Current Reference Price for the Nasdaq Opening 

Cross). 

23See Exchange Rule 4752(a)(2)(B) (describing 

the calculation of the number of paired shares for 

the Nasdaq Opening Cross). 

24See Exchange Rule 4752(a)(8) (defining Open 

Eligible Interest). 

25See proposed changes to Exchange Rules 

4752(a)(1), 4752(a)(2)(A)(i), and 4752(a)(2)(B). 

26See Notice, supra note 3, at 35016–17. 

27See Exchange Rule 4754(a)(2) (defining 

Imbalance for the Nasdaq Closing Cross). 

28See Exchange Rule 4754(a)(7)(A)(i) (defining 

Current Reference Price for the Nasdaq Closing 

Cross). 

29See Exchange Rule 4754(a)(7)(B) (describing 

the calculation of the number of paired shares for 

the Nasdaq Closing Cross). 

30See Exchange Rule 4754(a)(1) (defining Close 

Eligible Interest). 

31See proposed changes to Exchange Rules 

4754(a)(2), 4754(a)(7)(A)(i), and 4754(a)(7)(B). 

32See Notice, supra note 3, at 35016–17. 

33See id., at 35017. 

Current Reference Price 8 in the first 

Order Imbalance Indicator 9

disseminated at or after 3:50 p.m. ET.10

As proposed, a LOC Order entered 

between 3:50 p.m. ET and immediately 

prior to 3:55 p.m. ET would be accepted 

at its limit price, unless the limit price 

is higher (lower) than the First 

Reference Price for a LOC order to buy 

(sell), in which case the LOC order 

would be re-priced to the First 

Reference Price.11 If the First Reference 

Price is not at a permissible minimum 

increment of $0.01 or $0.0001, as 

applicable, the First Reference Price 

would be rounded (i) to the nearest 

permitted minimum increment (with 

midpoint prices being rounded up) if 

there is no imbalance, (ii) up if there is 

a buy imbalance, or (iii) down if there 

is a sell imbalance.12

The Exchange also proposes to amend 

its rules relating to the LULD Closing 

Cross 13 and the Primary Contingency 

Procedures to reflect that LOC Orders 

can be entered until immediately prior 

to 3:55 p.m. Specifically, the Exchange 

proposes to amend Exchange Rule 

4754(b)(6)(C)(i) to permit Market On 

Close (‘‘MOC’’), LOC, and Imbalance 

Only (‘‘IO’’) Orders intended for the 

Nasdaq Closing Cross that are entered 

into the system and placed on the book 

prior to a Trading Pause to remain on 

the book to participate in the LULD 

Closing Cross.14 As a result, if the 

Exchange conducts an LULD Closing 

Cross, LOC Orders would be eligible to 

be entered until the earlier of the 

Trading Pause or immediately prior to 

3:55 p.m.15 Similarly, the Exchange 

proposes to amend Exchange Rule 

4754(b)(7)(B) to permit LOC Orders 

entered prior to 3:55 p.m. to participate 

in the Contingency Closing Cross.16

B. Closing Cross/Extended Hours Orders 

Currently, Exchange Rule 

4702(b)(12)(B) states that, following the 

Nasdaq Closing Cross, a Closing Cross/ 

Extended Hours Order 17 may not 

operate as a Post-Only Order, Midpoint 

Peg Post-Only Order, Supplemental 

Order, Retail Order, or RPI Order. The 

Exchange proposes to amend this rule to 

provide that Post-Only Orders, 

Midpoint Peg Post-Only Orders, and 

Supplemental Orders may not operate 

as Closing Cross/Extended Hours 

Orders. According to the Exchange, 

these order types are eligible to 

participate in the Nasdaq Closing Cross 

as part of the continuous book, but 

cannot be entered with a flag 

designating an on-close instruction, and 

therefore cannot be Closing Cross/ 

Extended Hours Orders.18 The Exchange 

also proposes that Market Maker Peg 

Orders would no longer be eligible to be 

entered with a flag designating an onclose instruction, and therefore would 

no longer be able to operate as Closing 

Cross/Extended Hours Orders.19 In 

addition, the Exchange proposes to 

delete the reference to Retail Order and 

RPI Order from Exchange Rule 

4702(b)(12)(B), because these order 

types are no longer offered on the 

Exchange.20

Finally, Exchange Rule 4702(b)(12)(B) 

currently provides that certain Closing 

Cross/Extended Hours Orders entered 

between 3:50 p.m. and the time of the 

Nasdaq Closing Cross are treated as IO 

Orders. The Exchange proposes to 

remove this functionality. 

C. Order Imbalance Indicator 

Currently, Exchange Rule 4752(a)(2) 

provides that the Order Imbalance 

Indicator for the Nasdaq Opening Cross 

includes, among other things, the 

Current Reference Price, the Imbalance, 

and the number of paired shares. The 

definitions of Imbalance,21 Current 

Reference Price,22 and the number of 

paired shares 23 currently include Open 

Eligible Interest.24 The Exchange 

proposes to delete references to Open 

Eligible Interest from these 

definitions.25 According to the 

Exchange, in practice, Open Eligible 

Interest is not included in the 

Imbalance, the Current Reference Price, 

or the number of paired shares.26

Similarly, Exchange Rule 4754(a)(7) 

provides that the Order Imbalance 

Indicator for the Nasdaq Closing Cross 

includes, among other things, the 

Current Reference Price, the Imbalance, 

and the number of paired shares. The 

definitions of Imbalance,27 Current 

Reference Price,28 and the number of 

paired shares 29 currently include Close 

Eligible Interest.30 The Exchange 

proposes to delete references to Close 

Eligible Interest from these 

definitions.31 According to the 

Exchange, in practice, Close Eligible 

Interest is not included in the 

Imbalance, the Current Reference Price, 

or the number of paired shares.32

D. Implementation 

The Exchange proposes to implement 

the functionality described in the 

proposal in a symbol-by-symbol rollout 

in either Q3 or Q4 2017.33 The Exchange 


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43266 Federal Register / Vol. 82, No. 177 / Thursday, September 14, 2017 / Notices 

34See id. 35 In approving this proposed rule change, the 

Commission has considered the proposed rule’s 

impact on efficiency, competition, and capital 

formation. See 15 U.S.C. 78c(f). 

36 15 U.S.C. 78f(b)(5). 

37The Commission also notes that the proposal to 

correct a typographical error in Exchange Rule 

4754(b)(7)(E) and to change a cross-reference in 

Exchange Rule 4754(b)(5) are technical corrections 

to the rules. 

38See Notice, supra note 3, at 35018. The 

exchange also notes that the proposed changes to 

Closing Cross/Extended Hours Orders would align 

its on-close order handling with the characteristics 

of various order types. See id., at 35014. 

39See Amendment No. 1, supra note 4. 

40As noted above, LOC Orders and Closing Cross/ 

Extended Hours Orders entered after 3:55 p.m. 

would be rejected. 

41See Notice, supra note 3, at 35018. 

42See id., at 35014. 43See id., at 35018. 

will announce the implementation date 

and the symbol rollout in an Equity 

Trader Alert issued to members prior to 

the implementation date.34

III. Discussion and Commission 

Findings 

After careful review, the Commission 

finds that the proposed rule change, as 

modified by Amendment No. 1, is 

consistent with the requirements of the 

Act and the rules and regulations 

thereunder applicable to a national 

securities exchange.35 In particular, the 

Commission finds that the proposed 

rule change is consistent with Section 

6(b)(5) of the Act,36 which requires, 

among other things, that the rules of a 

national securities exchange be 

designed to prevent fraudulent and 

manipulative acts and practices, to 

promote just and equitable principles of 

trade, to foster cooperation and 

coordination with persons engaged in 

facilitating transactions in securities, to 

remove impediments to and perfect the 

mechanism of a free and open market 

and a national market system, and, in 

general, to protect investors and the 

public interest. 

As discussed above, the Exchange 

proposes to permit members to submit 

LOC Orders between 3:50 p.m. and 

immediately prior to 3:55 p.m. if there 

is a First Reference Price. The Exchange 

also proposes to re-price LOC Orders 

entered during this time period to the 

First Reference Price if their limit price 

is more aggressive than the First 

Reference Price. The Commission 

believes that these changes could 

encourage additional participation in 

the Nasdaq Closing Cross, reduce 

imbalances, and promote price 

discovery, without creating a significant 

impact on the price of the Nasdaq 

Closing Cross. In addition, as discussed 

above, the Exchange proposes to permit 

MOC, LOC, and IO Orders intended for 

the Closing Cross that are entered into 

the system and placed on the book prior 

to the Trading Pause to remain on the 

book and participate in an LULD 

Closing Cross. Similarly, the Exchange 

proposes to permit LOC Orders entered 

prior to 3:55 p.m. to participate in a 

Contingency Closing Cross. The 

Commission believes that these changes 

are consistent with the proposal to 

permit members to submit LOC Orders 

between 3:50 p.m. and immediately 

prior to 3:55 p.m., and would allow 

these LOC Orders to participate in an 

LULD Closing Cross or Contingency 

Closing Cross.37

As discussed above, the Exchange 

proposes to amend Exchange Rule 

4702(b)(12)(B) to identify the order 

types that are currently not eligible to 

operate as Closing Cross/Extended 

Hours Orders, provide that Market 

Maker Peg Orders cannot operate as 

Closing Cross/Extended Hours Orders, 

and delete a reference to Retail Order 

and RPI Order. The Commission 

believes that these proposed changes are 

reasonable. The Commission notes that, 

according to the Exchange, Market 

Maker Peg Orders are designed to assist 

Nasdaq members in meeting their 

quoting obligations, and not to submit 

interest flagged with an on-close 

instruction.38 The Commission also 

notes that Retail Orders and RPI Orders 

are no longer available on the 

Exchange.39

Moreover, as discussed above, the 

Exchange proposes to amend Exchange 

Rule 4702(b)(12)(B) to eliminate 

provisions that would treat certain 

Closing Cross/Extended Hours Orders 

entered between 3:50 p.m. and the time 

of the Nasdaq Closing Cross as IO 

Orders. The Commission notes that the 

proposal would allow Closing Cross/ 

Extended Hours Orders entered between 

3:50 p.m. and immediately prior to 3:55 

p.m. to operate as LOC Orders,40 rather 

than converting to IO Orders, which, 

unlike LOC Orders, do not trade if there 

is no Imbalance and do not maintain 

price priority as a result being 

continuously re-priced to the best bid or 

offer.41 The Commission also notes that 

Nasdaq members may continue to enter 

IO Orders until the time of execution of 

the Nasdaq Closing Cross, and may 

continue to enter other Close Eligible 

Interest on the continuous book up until 

the time of the Nasdaq Closing Cross.42

Finally, as discussed above, the 

Exchange proposes to exclude Open 

Eligible Interest and Close Eligible 

Interest from certain information 

disseminated in the Order Imbalance 

Indicator for the Nasdaq Opening Cross 

and the Nasdaq Closing Cross. The 

Commission notes that, as proposed, the 

Imbalance, Current Reference Price, and 

paired shares calculations would not 

include types of orders that may be 

executed in the continuous market 

before the Opening Cross or the Closing 

Cross.43 The Commission also notes that 

these changes would enhance 

transparency because they would reflect 

the information that is currently 

disseminated in the Order Imbalance 

Indicator. 

IV. Solicitation of Comments on 

Amendment No. 1 to the Proposed Rule 

Change 

Interested persons are invited to 

submit written data, views, and 

arguments concerning whether 

Amendment No. 1 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–2017–061 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–2017–061. This 

file number should be included on the 

subject line if email is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

Internet Web site (http://www.sec.gov/ 

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

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

available for Web site viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE., 

Washington, DC 20549, on official 

business days between the hours of 

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


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44 15 U.S.C. 78s(b)(2). 

45 Id. 

46 17 CFR 200.30–3(a)(12). 

the Commission does not edit personal 

identifying information from 

submissions. You should submit only 

information that you wish to make 

available publicly. All submissions 

should refer to File Number SR– 

NASDAQ–2017–061, and should be 

submitted on or before October 5, 2017. 

V. Accelerated Approval of the 

Proposed Rule Change, as Modified by 

Amendment No. 1 

The Commission finds good cause to 

approve the proposed rule change, as 

modified by Amendment No. 1, prior to 

the thirtieth day after the date of 

publication of Amendment No. 1 in the 

Federal Register. In Amendment No. 1, 

the Exchange proposes to remove 

outdated references to Retail Orders and 

RPI Orders, which are no longer offered 

on the Exchange. The Commission 

believes that deleting these outdated 

references would help to bring clarity 

and accuracy to the Exchange rules. The 

Commission also believes that these 

changes are of a technical nature and do 

not materially or substantively alter the 

proposed rule change. In addition, in 

Amendment No. 1, the Exchange 

provides an example to illustrate and 

support its assertion that extending the 

time period for the entry of LOC orders 

until immediately prior to 3:55 p.m. 

should facilitate the price discovery 

mechanism of the Nasdaq Closing Cross. 

Accordingly, the Commission finds 

good cause, pursuant to Section 19(b)(2) 

of the Act,44 to approve the proposed 

rule change, as modified by Amendment 

No. 1, on an accelerated basis. 

VI. Conclusion 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Act,45 that the 

proposed rule change (SR–NASDAQ– 

2017–061), as modified by Amendment 

No. 1, be, and hereby is, approved on an 

accelerated basis. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.46

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2017–19478 Filed 9–13–17; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

32810; File No. 812–14691] 

The Vanguard Group, Inc., et al. 

September 8, 2017. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice. 

Notice of an application for an order 

under section 6(c) of the Investment 

Company Act of 1940 (the ‘‘Act’’) for an 

exemption from sections 2(a)(32), 

5(a)(1), 22(d), and 22(e) of the Act and 

rule 22c–1 under the Act, under 

sections 6(c) and 17(b) of the Act for an 

exemption from sections 17(a)(1) and 

17(a)(2) of the Act, and under section 

12(d)(1)(J) for an exemption from 

sections 12(d)(1)(A) and 12(d)(1)(B) of 

the Act. The requested order would 

permit (a) actively-managed series of 

certain open-end management 

investment companies (‘‘Funds’’) to 

issue shares redeemable in large 

aggregations only (‘‘Creation Units’’); (b) 

secondary market transactions in Fund 

shares to occur at negotiated market 

prices rather than at net asset value 

(‘‘NAV’’); (c) certain Funds to pay 

redemption proceeds, under certain 

circumstances, more than seven days 

after the tender of Creation Units for 

redemption; (d) certain affiliated 

persons of a Fund to deposit securities 

into, and receive securities from, the 

Fund in connection with the purchase 

and redemption of Creation Units; and 

(e) certain registered management 

investment companies and unit 

investment trusts outside of the same 

group of investment companies as the 

Funds (‘‘Acquiring Funds’’) to acquire 

shares of the Funds. 

APPLICANTS: The Vanguard Group, Inc. 

(‘‘Initial Adviser’’), a Pennsylvania 

corporation registered as an investment 

adviser under the Investment Advisers 

Act of 1940, Vanguard Marketing 

Corporation (‘‘Distributor’’), a whollyowned subsidiary of the Initial Adviser 

and a broker-dealer registered under the 

Securities Exchange Act of 1934 

(‘‘Exchange Act’’), and Vanguard 

Admiral Funds, Vanguard Bond Index 

Funds, Vanguard California Tax-Free 

Funds, Vanguard Charlotte Funds, 

Vanguard Chester Funds, Vanguard 

Convertible Securities Fund, Vanguard 

Explorer Fund, Vanguard Fenway 

Funds, Vanguard Fixed Income 

Securities Funds, Vanguard Horizon 

Funds, Vanguard Index Funds, 

Vanguard International Equity Index 

Funds, Vanguard Malvern Funds, 

Vanguard Massachusetts Tax-Exempt 

Funds, Vanguard Money Market 

Reserves, Vanguard Montgomery Funds, 

Vanguard Morgan Growth Fund, 

Vanguard Municipal Bond Funds, 

Vanguard New Jersey Tax-Free Funds, 

Vanguard New York Tax-Free Funds, 

Vanguard Ohio Tax-Free Funds, 

Vanguard Pennsylvania Tax-Free Funds, 

Vanguard Quantitative Funds, Vanguard 

Scottsdale Funds, Vanguard Specialized 

Funds, Vanguard STAR Funds, 

Vanguard Tax-Managed Funds, 

Vanguard Trustees’ Equity Fund, 

Vanguard Valley Forge Funds, Vanguard 

Variable Insurance Funds, Vanguard 

Wellesley Income Fund, Vanguard 

Wellington Fund, Vanguard Whitehall 

Funds, Vanguard Windsor Funds, and 

Vanguard World Fund, each a Delaware 

statutory trust registered under the Act 

as an open-end management investment 

company with multiple series (each a 

‘‘Trust,’’ and together, the ‘‘Trusts’’). 

FILING DATE: The application was filed 

on August 17, 2016, and amended on 

May 19, 2017, August 22, 2017, and 

September 7, 2017. 

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 

Commission’s Secretary and serving 

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 October 3, 2017, and 

should be accompanied by proof of 

service on 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: Brian P. Murphy, Esq., The 

Vanguard Group, Inc., Mail Stop V26, 

P.O. Box 2600, Valley Forge, PA 19482– 

2600. 

FOR FURTHER INFORMATION CONTACT: 

Asen Parachkevov, Senior Counsel, or 

Daniele Marchesani, Assistant Chief 

Counsel, 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 

Web site by searching for the file 


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