Federal Register / Vol. 82, No. 178 / Friday, September 15, 2017 / Notices 43423 

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

2 17 CFR 240.19b–4. 

3Except for the specific Fund information set 

forth below, this rule filing conforms to the rule 

filing, as modified by amendments 1 and 2 thereto, 

relating to the listing and trading on Nasdaq of the 

shares of 18 series of the Eaton Vance ETMF Trust 

(now named Eaton Vance NextShares Trust) and the 

Eaton Vance ETMF Trust II (now named Eaton 

Vance NextShares Trust II), as approved by the 

Commission in Securities Exchange Act Release No. 

75499 (July 21, 2015) (SR–NASDAQ–2015–036). 

4The Commission approved Nasdaq Rule 5745 in 

Securities Exchange Act Release No. 34–73562 

(Nov. 7, 2014), 79 FR 68309 (Nov. 14, 2014) (SR– 

NASDAQ–2014–020). 

5Additional information regarding the Fund will 

be available on the free public Web site for the 

Fund (www.eatonvance.com or 

www.nextshares.com.) and in the Registration 

Statement for the Fund. 

6See Post-Effective Amendment No. 3 to the 

Registration Statement on Form N–1A for the Trust 

dated August 8, 2017 (File Nos. 333–197734 and 

811–22983). The description of the Fund and the 

Shares contained herein conform to the Registration 

Statement. 

7The Commission has issued an order granting 

Eaton Vance Management, Eaton Vance NextShares 

Trust and the Trust and certain affiliates exemptive 

relief under the Investment Company Act. See 

Investment Company Act Release No. 31361 

(December 2, 2014) (File No. 812–14139) (the 

‘‘Order’’). 

8An investment adviser to an open-end fund is 

required to be registered under the Advisers Act. As 

a result, each of the Adviser and the Sub-Adviser, 

and its related personnel, are subject to the 

provisions of Rule 204A–1 under the Advisers Act 

relating to codes of ethics. This Rule requires 

investment advisers to adopt a code of ethics that 

reflects the fiduciary nature of the relationship to 

clients as well as compliance with other applicable 

securities laws. Accordingly, procedures designed 

to prevent the communication and misuse of nonpublic information by an investment adviser must 

be consistent with Rule 204A–1 under the Advisers 

Act. In addition, Rule 206(4)–7 under the Advisers 

Act makes it unlawful for an investment adviser to 

provide investment advice to clients unless such 

investment adviser has (i) adopted and 

implemented written policies and procedures 

reasonably designed to prevent violation, by the 

investment adviser and its supervised persons, of 

the Advisers Act and the Commission rules adopted 

thereunder; (ii) implemented, at a minimum, an 

annual review regarding the adequacy of the 

policies and procedures established pursuant to 

subparagraph (i) above and the effectiveness of their 

implementation; and (iii) designated an individual 

(who is a supervised person) responsible for 

administering the policies and procedures adopted 

under subparagraph (i) above. 

relationship at or before completion of 

the transaction. The Commission 

estimates that 197 respondents collect 

information annually under Rule 15c1– 

5 and that each respondent would 

spend approximately 10 hours per year 

collecting this information (1,970 hours 

in aggregate). There is no retention 

period requirement under Rule 15c1–5. 

This Rule does not involve the 

collection of confidential information. 

Written comments are invited on: (a) 

Whether the proposed collection of 

information is necessary for the proper 

performance of the functions of the 

Commission, including whether the 

information shall have practical utility; 

(b) the accuracy of the Commission’s 

estimates of the burden of the proposed 

collection of information; (c) ways to 

enhance the quality, utility, and clarity 

of the information to be collected; and 

(d) ways to minimize the burden of the 

collection of information on 

respondents, including through the use 

of automated collection techniques or 

other forms of information technology. 

Consideration will be given to 

comments and suggestions submitted in 

writing within 60 days of this 

publication. 

An agency may not conduct or 

sponsor, and a person is not required to 

respond to, a collection of information 

under the PRA unless it displays a 

currently valid OMB control number. 

Please direct your written comments 

to: Pamela Dyson, Director/Chief 

Information Officer, Securities and 

Exchange Commission, c/o Remi PavlikSimon, 100 F Street NE., Washington, 

DC 20549, or send an email to: PRA_

Mailbox@sec.gov. 

Dated: September 12, 2017. 

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2017–19676 Filed 9–14–17; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–81574; File No. SR– 

NASDAQ–2017–090] 

Self-Regulatory Organizations; The 

NASDAQ Stock Market LLC; Notice of 

Filing of Proposed Rule Change To 

List and Trade Shares of the Eaton 

Vance Oaktree Diversified Credit 

NextSharesTM

September 11, 2017. 

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 August 

30, 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 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 proposes to list and 

trade under Nasdaq Rule 5745 

(Exchange-Traded Managed Fund 

Shares) the common shares (‘‘Shares’’) 

of Eaton Vance Oaktree Diversified 

Credit NextSharesTM (the ‘‘Fund’’), a 

series of Eaton Vance NextShares Trust 

II (the ‘‘Trust’’).3

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 list and 

trade the Shares of the Fund under 

Nasdaq Rule 5745, which governs the 

listing and trading of exchange-traded 

managed fund shares, as defined in 

Nasdaq Rule 5745(c)(1), on the 

Exchange.4 The Trust is registered with 

the Commission as an open-end 

investment company and has filed a 

registration statement on Form N–1A 

(‘‘Registration Statement’’) with the 

Commission. The Fund is a series of the 

Trust and will be advised by an 

investment adviser (‘‘Adviser’’) 

registered under the Investment 

Advisers Act of 1940 (‘‘Advisers Act’’), 

as described below. The Fund will be 

actively managed and will pursue the 

principal investment strategies 

discussed below.5

Eaton Vance NextShares Trust II 

The Trust is registered with the 

Commission as an open-end investment 

company and has filed a Registration 

Statement with the Commission.6

Eaton Vance Management 7 will be the 

Adviser to the Fund. Oaktree Capital 

Management, L.P. will be the SubAdviser to the Fund. Each of the 

Adviser and the Sub-Adviser is not a 

registered broker-dealer, although each 

is affiliated with a broker-dealer, and 

each of the Adviser and the Sub-Adviser 

has implemented a fire wall with 

respect to its affiliated broker-dealer 

regarding access to information 

concerning the composition and/or 

changes to the Fund’s portfolio.8 In 

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43424 Federal Register / Vol. 82, No. 178 / Friday, September 15, 2017 / Notices 

9Additional information regarding the Fund will 

be available on a free public Web site for the Fund 

(www.eatonvance.com or www.nextshares.com.) 

and in the Registration Statement for the Fund. 

10As with other registered open-end investment 

companies, NAV generally will be calculated daily 

Monday through Friday as of the close of regular 

trading on the New York Stock Exchange, normally 

4:00 p.m. Eastern Time. NAV will be calculated by 

dividing the Fund’s net asset value by the number 

of Shares outstanding. Information regarding the 

valuation of investments in calculating the Fund’s 

NAV will be contained in the Registration 

Statement for its Shares. 

11 ‘‘Authorized Participants’’ will be either: (1) 

‘‘Participating parties,’’ i.e., brokers or other 

participants in the Continuous Net Settlement 

System (‘‘CNS System’’) of the National Securities 

Clearing Corporation (‘‘NSCC’’), a clearing agency 

registered with the Commission and affiliated with 

the Depository Trust Company (‘‘DTC’’), or (2) DTC 

participants, which in either case have executed 

participant agreements with the Fund’s distributor 

and transfer agent regarding the creation and 

redemption of Creation Units. Investors will not 

have to be Authorized Participants in order to 

transact in Creation Units, but must place an order 

through and make appropriate arrangements with 

an Authorized Participant for such transactions. 

12 In compliance with Nasdaq Rule 5745(b)(5), 

which applies to Shares based on an international 

or global portfolio, the application for the Order 

states that the Fund will comply with the federal 

securities laws in accepting securities for deposits 

and satisfying redemptions with securities, 

including that the securities accepted for deposits 

and the securities used to satisfy redemption 

requests are sold in transactions that would be 

exempt from registration under the Securities Act 

of 1933, as amended (15 U.S.C. 77a). 

13The free public Web site containing the 

Composition File will be at (www.eatonvance.com 

and/or www.nextshares.com.). 

14 In determining whether the Fund will issue or 

redeem Creation Units entirely on a cash basis, the 

key consideration will be the benefit that would 

accrue to the Fund and its investors. For instance, 

in bond transactions, the Adviser may be able to 

obtain better execution for the Fund than 

Authorized Participants because of the Adviser’s 

size, experience and potentially stronger 

relationships in the fixed-income markets. 

addition, personnel who make decisions 

on the Fund’s portfolio composition 

must be subject to procedures designed 

to prevent the use and dissemination of 

material, non-public information 

regarding the open-end fund’s portfolio. 

In the event that (a) the Adviser or the 

Sub-Adviser registers as a broker-dealer 

or becomes newly affiliated with a 

broker-dealer, or (b) any new adviser or 

a sub-adviser to the Fund is a registered 

broker-dealer or becomes affiliated with 

a broker-dealer, it will implement and 

will maintain a fire wall with respect to 

its relevant personnel and/or such 

broker-dealer affiliate, if applicable, 

regarding access to information 

concerning the composition and/or 

changes to the Fund’s portfolio and will 

be subject to procedures designed to 

prevent the use and dissemination of 

material non-public information 

regarding such portfolio. 

Foreside Fund Services, LLC will be 

the principal underwriter and 

distributor of the Fund’s Shares. State 

Street Bank and Trust Company will act 

as the accounting agent, custodian and 

transfer agent to the Fund. ICE Data 

Services will be the intraday indicative 

value (‘‘IIV’’) calculator to the Fund. 

The Fund will be actively managed 

and will pursue the principal 

investment strategies described below.9

Eaton Vance Oaktree Diversified Credit 

NextSharesTM

The investment objective of the Fund 

is total return. The Fund will invest at 

least 80% of its net assets (plus any 

borrowings for investment purposes) in 

credit-related investments (the ‘‘80% 

Policy’’). For purposes of this 80% 

Policy, ‘‘credit-related investments’’ 

include fixed-income, variable rate, and 

floating-rate securities as well as 

derivatives that provide exposure to 

such investments. Credit-related 

investments include corporate debt, 

senior loans, structured credit 

investments, emerging market debt, real 

estate debt and convertible securities. 

Creations and Redemptions of Shares 

Shares will be issued and redeemed 

on a daily basis at the Fund’s nextdetermined net asset value (‘‘NAV’’) 10

in specified blocks of Shares called 

‘‘Creation Units.’’ A Creation Unit will 

consist of at least 25,000 Shares. 

Creation Units may be purchased and 

redeemed by or through ‘‘Authorized 

Participants.’’11 Purchases and sales of 

Shares in amounts less than a Creation 

Unit may be effected only in the 

secondary market, as described below, 

and not directly with the Fund. 

The creation and redemption process 

for the Fund may be effected ‘‘in kind,’’ 

in cash, or in a combination of securities 

and cash. Creation ‘‘in kind’’ means that 

an Authorized Participant—usually a 

brokerage house or large institutional 

investor—purchases the Creation Unit 

with a basket of securities equal in value 

to the aggregate NAV of the Shares in 

the Creation Unit. When an Authorized 

Participant redeems a Creation Unit in 

kind, it receives a basket of securities 

equal in value to the aggregate NAV of 

the Shares in the Creation Unit.12

Composition File 

As defined in Nasdaq Rule 5745(c)(3), 

the Composition File is the specified 

portfolio of securities and/or cash that 

the Fund will accept as a deposit in 

issuing a Creation Unit of Shares, and 

the specified portfolio of securities and/ 

or cash that the Fund will deliver in a 

redemption of a Creation Unit of Shares. 

The Composition File will be 

disseminated through the NSCC once 

each business day before the open of 

trading in Shares on such day and also 

will be made available to the public 

each day on a free Web site.13 Because 

the Fund seeks to preserve the 

confidentiality of its current portfolio 

trading program, the Fund’s 

Composition File generally will not be 

a pro rata reflection of the Fund’s 

investment positions. Each security 

included in the Composition File will 

be a current holding of the Fund, but the 

Composition File generally will not 

include all of the securities in the 

Fund’s portfolio or match the 

weightings of the included securities in 

the portfolio. 

Securities that the Adviser is in the 

process of acquiring for the Fund 

generally will not be represented in the 

Fund’s Composition File until their 

purchase has been completed. Similarly, 

securities that are held in the Fund’s 

portfolio but in the process of being sold 

may not be removed from its 

Composition File until the sale program 

is substantially completed. When 

creating and redeeming Shares in kind, 

the Fund will use cash amounts to 

supplement the in-kind transactions to 

the extent necessary to ensure that 

Creation Units are purchased and 

redeemed at NAV. The Composition 

File also may consist entirely of cash, in 

which case it will not include any of the 

securities in the Fund’s portfolio.14

Transaction Fees 

All persons purchasing or redeeming 

Creation Units are expected to incur a 

transaction fee to cover the estimated 

cost to the Fund of processing the 

transaction, including the costs of 

clearance and settlement charged to it 

by NSCC or DTC, and the estimated 

trading costs (i.e., brokerage 

commissions, bid-ask spread and market 

impact) to be incurred in converting the 

Composition File to or from the desired 

portfolio holdings. The transaction fee is 

determined daily and will be limited to 

amounts approved by the board of 

trustees of the Fund and determined by 

the Adviser to be appropriate to defray 

the expenses that the Fund incurs in 

connection with the purchase or 

redemption of Creation Units. 

The purpose of transaction fees is to 

protect the Fund’s existing shareholders 

from the dilutive costs associated with 

the purchase and redemption of 

Creation Units. Transaction fees may 

vary over time for the Fund depending 

on the estimated trading costs for its 

portfolio positions and Composition 

File, processing costs and other 

considerations. If the Fund specifies 

greater amounts of cash in its 

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Federal Register / Vol. 82, No. 178 / Friday, September 15, 2017 / Notices 43425 

15Authorized Participants that participate in the 

CNS System of the NSCC are expected to be able 

to use the enhanced NSCC/CNS process for 

effecting in-kind purchases and redemptions of 

ETFs (the ‘‘NSCC Process’’) to purchase and redeem 

Creation Units of the Fund if it limits the 

composition of its baskets to include only NSCC 

Process-eligible instruments (generally domestic 

equity securities and cash). Because the NSCC 

Process is generally more efficient than the DTC 

clearing process, NSCC is likely to charge the Fund 

less than DTC to settle purchases and redemptions 

of Creation Units. 

16The free public Web site will be at 

(www.eatonvance.com and/or 

www.nextshares.com.). 

17Aspects of NAV-Based Trading are protected 

intellectual property subject to issued and pending 

U.S. patents held by NextShares Solutions LLC 

(‘‘NextShares Solutions’’), a wholly owned 

subsidiary of Eaton Vance Corp. Nasdaq has entered 

into a license agreement with NextShares Solutions 

to allow for NAV-Based Trading on the Exchange 

of exchange-traded managed funds that have 

themselves entered into license agreements with 

NextShares Solutions. 

18The free public Web site will be at 

(www.eatonvance.com and/or 

www.nextshares.com.). 

19As noted below, all orders to buy or sell Shares 

that are not executed on the day the order is 

submitted will be automatically cancelled as of the 

close of trading on such day. Prior to the 

commencement of trading in the Fund, the 

Exchange will inform its members in an 

Information Circular of the effect of this 

characteristic on existing order types. 

20 Due to systems limitations, the Consolidated 

Tape will report intraday execution prices and 

quotes for Shares using a proxy price format. As 

noted, Nasdaq will separately report real-time 

execution prices and quotes to member firms and 

providers of market data services in the 

‘‘NAV¥$0.01/NAV+$0.01’’ (or similar) display 

format, and otherwise seek to ensure that 

representations of intraday bids, offers and 

execution prices for Shares that are made available 

to the investing public follow the same display 

format. 

Composition File it may impose higher 

transaction fees. In addition, if the 

Fund’s Composition File includes 

instruments that clear through DTC, it 

may impose higher transaction fees than 

if its Composition File consists solely of 

instruments that clear through NSCC, 

because DTC may charge more than 

NSCC in connection with Creation Unit 

transactions.15 The transaction fees 

applicable to the Fund’s purchases and 

redemptions on a given business day 

will be disseminated through the NSCC 

prior to the open of market trading on 

that day and also will be made available 

to the public each day on a free Web 

site.16 In all cases, the transaction fees 

will be limited in accordance with the 

requirements of the Commission 

applicable to open-end management 

investment companies offering 

redeemable securities. 

NAV-Based Trading 

Because Shares will be listed and 

traded on the Exchange, Shares will be 

available for purchase and sale on an 

intraday basis. Shares will be purchased 

and sold in the secondary market at 

prices directly linked to the Fund’s 

next-determined NAV using a new 

trading protocol called ‘‘NAV-Based 

Trading.’’ 17 All bids, offers and 

execution prices of Shares will be 

expressed as a premium/discount 

(which may be zero) to the Fund’s nextdetermined NAV (e.g., NAV¥$0.01, 

NAV+$0.01). The Fund’s NAV will be 

determined each business day, normally 

as of 4:00 p.m. Eastern Time. Trade 

executions will be binding at the time 

orders are matched on Nasdaq’s 

facilities, with the transaction prices 

contingent upon the determination of 

NAV. 

Trading Premiums and Discounts 

Bid and offer prices for Shares will be 

quoted throughout the day relative to 

NAV. The premium or discount to NAV 

at which Share prices are quoted and 

transactions are executed will vary 

depending on market factors, including 

the balance of supply and demand for 

Shares among investors, transaction fees 

and other costs in connection with 

creating and redeeming Creation Units 

of Shares, the cost and availability of 

borrowing Shares, competition among 

market makers, the Share inventory 

positions and inventory strategies of 

market makers, the profitability 

requirements and business objectives of 

market makers, and the volume of Share 

trading. Reflecting such market factors, 

prices for Shares in the secondary 

market may be above, at or below NAV. 

If the Fund has higher transaction fees, 

it may trade at wider premiums or 

discounts to NAV than if it had lower 

transaction fees, reflecting the added 

costs to market makers of managing 

their Share inventory positions through 

purchases and redemptions of Creation 

Units. 

Because making markets in Shares 

will be simple to manage and low risk, 

competition among market makers 

seeking to earn reliable, low-risk profits 

should enable the Shares to routinely 

trade at tight bid-ask spreads and 

narrow premiums/discounts to NAV. As 

noted below, the Fund will maintain a 

public Web site 18 that will be updated 

on a daily basis to show current and 

historical trading spreads and 

premiums/discounts of Shares trading 

in the secondary market. 

Transmitting and Processing Orders 

Member firms will utilize certain 

existing order types and interfaces to 

transmit Share bids and offers to 

Nasdaq, which will process Share trades 

like trades in shares of other listed 

securities.19 In the systems used to 

transmit and process transactions in 

Shares, the Fund’s next-determined 

NAV will be represented by a proxy 

price (e.g., 100.00) and a premium/ 

discount of a stated amount to the nextdetermined NAV to be represented by 

the same increment/decrement from the 

proxy price used to denote NAV (e.g., 

NAV¥$0.01 would be represented as 

99.99; NAV+$0.01 as 100.01). 

To avoid potential investor confusion, 

Nasdaq will work with member firms 

and providers of market data services to 

seek to ensure that representations of 

intraday bids, offers and execution 

prices of Shares that are made available 

to the investing public follow the 

‘‘NAV¥$0.01/NAV+$0.01’’ (or similar) 

display format. All Shares listed on the 

Exchange will have a unique identifier 

associated with their ticker symbol, 

which would indicate that the Shares 

are traded using NAV-Based Trading. 

Nasdaq makes available to member 

firms and market data services certain 

proprietary data feeds that are designed 

to supplement the market information 

disseminated through the consolidated 

tape (‘‘Consolidated Tape’’). 

Specifically, the Exchange will use the 

NASDAQ Basic and NASDAQ Last Sale 

data feeds to disseminate intraday price 

and quote data for Shares in real time 

in the ‘‘NAV¥$0.01/NAV+$0.01’’ (or 

similar) display format. Member firms 

could use the NASDAQ Basic and 

NASDAQ Last Sale data feeds to source 

intraday Share prices for presentation to 

the investing public in the 

‘‘NAV¥$0.01/NAV+$0.01’’ (or similar) 

display format. Alternatively, member 

firms could source intraday Share prices 

in proxy price format from the 

Consolidated Tape and other Nasdaq 

data feeds (e.g., Nasdaq TotalView and 

Nasdaq Level 2) and use a simple 

algorithm to convert prices into the 

‘‘NAV¥$0.01/NAV+$0.01’’ (or similar) 

display format. As noted below, prior to 

the commencement of trading in the 

Fund, the Exchange will inform its 

members in an Information Circular of 

the identities of the specific Nasdaq data 

feeds from which intraday Share prices 

in proxy price format may be obtained. 

Intraday Reporting of Quotes and 

Trades. All bids and offers for Shares 

and all Share trade executions will be 

reported intraday in real time by the 

Exchange to the Consolidated Tape 20

and separately disseminated to member 

firms and market data services through 

the Exchange data feeds listed above. 

The Exchange will also provide the 

member firms participating in each 

Share trade with a contemporaneous 

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43426 Federal Register / Vol. 82, No. 178 / Friday, September 15, 2017 / Notices 

21All orders to buy or sell Shares that are not 

executed on the day the order is submitted will be 

automatically cancelled as of the close of trading on 

such day. 

22File Transfer Protocol (‘‘FTP’’) is a standard 

network protocol used to transfer computer files on 

the Internet. Nasdaq will arrange for the daily 

dissemination of an FTP file with executed Share 

trades to member firms and market data services. 

23The free public Web site will be at 

(www.eatonvance.com and/or 

www.nextshares.com.). 

24The free public Web site will be at 

(www.eatonvance.com and/or 

www.nextshares.com.). 

25See Nasdaq Rule 5745(c)(4). 

26See Nasdaq Rule 4120(b)(4) (describing the 

three trading sessions on the Exchange: (1) PreMarket Session from 4 a.m. to 9:30 a.m. Eastern 

Time; (2) Regular Market Session from 9:30 a.m. to 

4 p.m. or 4:15 p.m. Eastern Time; and (3) PostMarket Session from 4 p.m. or 4:15 p.m. to 8 p.m. 

Eastern Time). 

27 IIV disseminated throughout each trading day 

would be based on the same portfolio as used to 

calculate that day’s NAV. The Fund will reflect 

purchases and sales of portfolio positions in its 

NAV the next business day after trades are 

executed. 

28Because, in NAV-Based Trading, prices of 

executed trades are not determined until the 

reference NAV is calculated, buyers and sellers of 

Shares during the trading day will not know the 

final value of their purchases and sales until the 

end of the trading day. The Fund’s Registration 

Statement, Web site and any advertising or 

marketing materials will include prominent 

disclosure of this fact. Although IIV may provide 

useful estimates of the value of intraday trades, they 

cannot be used to calculate with precision the 

dollar value of the Shares to be bought or sold. 

notice of trade execution, indicating the 

number of Shares bought or sold and the 

executed premium/discount to NAV.21

Final Trade Pricing, Reporting and 

Settlement. All executed Share trades 

will be recorded and stored intraday by 

Nasdaq to await the calculation of the 

Fund’s end-of-day NAV and the 

determination of final trade pricing. 

After the Fund’s NAV is calculated and 

provided to the Exchange, Nasdaq will 

price each Share trade entered into 

during the day at the Fund’s NAV plus/ 

minus the trade’s executed premium/ 

discount. Using the final trade price, 

each executed Share trade will then be 

disseminated to member firms and 

market data services via an FTP file to 

be created for exchange-traded managed 

funds and confirmed to the member 

firms participating in the trade to 

supplement the previously provided 

information to include final pricing.22

After the pricing is finalized, Nasdaq 

will deliver the Share trading data to 

NSCC for clearance and settlement, 

following the same processes used for 

the clearance and settlement of trades in 

other exchange-traded securities. 

Availability of Information 

Prior to the commencement of market 

trading in Shares, the Fund will be 

required to establish and maintain a 

public Web site 23 through which its 

current prospectus may be downloaded. 

The Web site 24 will include additional 

Fund information updated on a daily 

basis, including the prior business day’s 

NAV, and the following trading 

information for such business day 

expressed as premiums/discounts to 

NAV: (a) Intraday high, low, average 

and closing prices of Shares in 

Exchange trading; (b) the midpoint of 

the highest bid and lowest offer prices 

as of the close of Exchange trading, 

expressed as a premium/discount to 

NAV (the ‘‘Closing Bid/Ask Midpoint’’); 

and (c) the spread between highest bid 

and lowest offer prices as of the close of 

Exchange trading (the ‘‘Closing Bid/Ask 

Spread.’’). The Web site will also 

contain charts showing the frequency 

distribution and range of values of 

trading prices, Closing Bid/Ask 

Midpoints and Closing Bid/Ask Spreads 

over time. 

The Composition File will be 

disseminated through the NSCC before 

the open of trading in Shares on each 

business day and also will be made 

available to the public each day on a 

free Web site as noted above. Consistent 

with the disclosure requirements that 

apply to traditional open-end 

investment companies, a complete list 

of current Fund portfolio positions will 

be made available at least once each 

calendar quarter, with a reporting lag of 

not more than 60 days. The Fund may 

provide more frequent disclosures of 

portfolio positions at its discretion. 

Reports of Share transactions will be 

disseminated to the market and 

delivered to the member firms 

participating in the trade 

contemporaneous with execution. Once 

the Fund’s daily NAV has been 

calculated and disseminated on each 

business day that the Exchange is open, 

Nasdaq will price each Share trade 

entered into during the day at the 

Fund’s NAV plus/minus the trade’s 

executed premium/discount. Using the 

final trade price, each executed Share 

trade will then be disseminated to 

member firms and market data services 

via an FTP file to be created for 

exchange-traded managed funds and 

confirmed to the member firms 

participating in the trade to supplement 

the previously provided information to 

include final pricing. 

Information regarding NAV-based 

trading prices, best bids and offers for 

Shares, and volume of Shares traded 

will be continuously available on a realtime basis throughout each trading day 

on brokers’ computer screens and other 

electronic services. 

Initial and Continued Listing 

Shares will conform to the initial and 

continued listing criteria as set forth 

under Nasdaq Rule 5745. A minimum of 

50,000 Shares and no less than two 

Creation Units of the Fund will be 

outstanding at the commencement of 

trading on the Exchange. The Exchange 

will obtain a representation from the 

issuer of the Shares that the NAV per 

Share will be calculated daily (on each 

day the New York Stock Exchange is 

open for trading) and provided to 

Nasdaq via the Mutual Fund Quotation 

Service (‘‘MFQS’’) by the fund 

accounting agent. As soon as the NAV 

is entered into MFQS, Nasdaq will 

disseminate the NAV to market 

participants and market data vendors 

via the Mutual Fund Dissemination 

Service (‘‘MFDS’’) so all firms will 

receive the NAV per Share at the same 

time. The Reporting Authority 25 also 

will implement and maintain, or ensure 

that the Composition File will be subject 

to procedures designed to prevent the 

use and dissemination of material nonpublic information regarding the Fund’s 

portfolio positions and changes in the 

positions. 

An estimated value of an individual 

Share, defined in Nasdaq Rule 

5745(c)(2) as the ‘‘Intraday Indicative 

Value,’’ will be calculated and 

disseminated at intervals of not more 

than 15 minutes throughout the Regular 

Market Session 26 when Shares trade on 

the Exchange. The Exchange will obtain 

a representation from the issuer of the 

Shares that the IIV will be calculated on 

an intraday basis and provided to 

Nasdaq for dissemination via the 

Nasdaq Global Index Service (‘‘GIDS’’). 

The IIV will be based on current 

information regarding the value of the 

securities and other assets held by the 

Fund.27 The purpose of the IIVs [sic] is 

to enable investors to estimate the nextdetermined NAV so they can determine 

the number of Shares to buy or sell if 

they want to transact in an approximate 

dollar amount (e.g., if an investor wants 

to acquire approximately $5,000 of the 

Fund, how many Shares should the 

investor buy?).28

Neither the Adviser nor the SubAdviser is a registered broker-dealer, 

although each is affiliated with a brokerdealer. Each of the Adviser and the SubAdviser has implemented and will 

maintain a fire wall with respect to its 

relevant broker-dealer personnel or 

broker-dealer affiliate, as applicable, 

regarding access to information 

concerning the composition and/or 

changes to the Fund’s portfolio. In the 

future event that (a) the Adviser 

registers as a broker-dealer or becomes 

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Federal Register / Vol. 82, No. 178 / Friday, September 15, 2017 / Notices 43427 

29See Nasdaq Rule 5745(h). 

30See Nasdaq Rule 5745(b)(6). 

31FINRA provides surveillance of trading on the 

Exchange pursuant to a regulatory services 

agreement. The Exchange is responsible for 

FINRA’s performance under this regulatory services 

agreement. 

32For a list of the current members of ISG, see 

www.isgportal.org. The Exchange notes that not all 

components of the Fund’s portfolio may trade on 

markets that are members of ISG or with which the 

Exchange has in place a comprehensive 

surveillance sharing agreement. 

33For municipal securities, trade information can 

generally be found on the Electronic Municipal 

Market Access (‘‘EMMA’’) of the Municipal 

Securities Rulemaking Board (‘‘MSRB’’). 

newly affiliated with a broker-dealer, or 

(b) any new adviser or a sub-adviser to 

the Fund is a registered broker-dealer or 

becomes affiliated with a broker-dealer, 

it will implement a fire wall with 

respect to its relevant personnel and/or 

such broker-dealer affiliate, if 

applicable, regarding access to 

information concerning the composition 

and/or changes to the relevant Fund’s 

portfolio and will be subject to 

procedures designed to prevent the use 

and dissemination of material nonpublic information regarding such 

portfolio. 

Trading Halts 

The Exchange may consider all 

relevant factors in exercising its 

discretion to halt or suspend trading in 

Shares. Nasdaq will halt trading in 

Shares under the conditions specified in 

Nasdaq Rules 4120 and in Nasdaq Rule 

5745(d)(2)(C). Additionally, Nasdaq may 

cease trading Shares if other unusual 

conditions or circumstances exist 

which, in the opinion of Nasdaq, make 

further dealings on Nasdaq detrimental 

to the maintenance of a fair and orderly 

market. To manage the risk of a nonregulatory Share trading halt, Nasdaq 

has in place back-up processes and 

procedures to ensure orderly trading. 

Because, in NAV-Based Trading, all 

trade execution prices are linked to endof-day NAV, buyers and sellers of 

Shares should be less exposed to risk of 

loss due to intraday trading halts than 

buyers and sellers of conventional 

exchange-traded funds (‘‘ETFs’’) and 

other exchange-traded securities. 

Every order to trade Shares of the 

Fund is subject to the proxy price 

protection threshold of plus/minus 

$1.00, which determines the lower and 

upper threshold for the life of the order 

and whereby the order will be cancelled 

at any point if it exceeds $101.00 or falls 

below $99.00, the established 

thresholds.29 With certain exceptions, 

each order also must contain the 

applicable order attributes, including 

routing instructions and time-in-force 

information, as described in Nasdaq 

Rule 4703.30

Trading Rules 

Nasdaq deems Shares to be equity 

securities, thus rendering trading in 

Shares to be subject to Nasdaq’s existing 

rules governing the trading of equity 

securities. Nasdaq will allow trading in 

Shares from 9:30 a.m. until 4:00 p.m. 

Eastern Time. 

Surveillance 

The Exchange represents that trading 

in Shares will be subject to the existing 

trading surveillances, administered by 

both Nasdaq and the Financial Industry 

Regulatory Authority, Inc. (‘‘FINRA’’) on 

behalf of the Exchange, which are 

designed to detect violations of 

Exchange rules and applicable federal 

securities laws.31 The Exchange 

represents that these procedures are 

adequate to properly monitor trading of 

Shares on the Exchange and to deter and 

detect violations of Exchange rules and 

applicable federal securities laws. 

The surveillances referred to above 

generally focus on detecting securities 

trading outside their normal patterns, 

which could be indicative of 

manipulative or other violative activity. 

When such situations are detected, 

surveillance analysis follows and 

investigations are opened, where 

appropriate, to review the behavior of 

all relevant parties for all relevant 

trading violations. 

FINRA, on behalf of the Exchange, 

will communicate as needed with other 

markets and other entities that are 

members of the Intermarket 

Surveillance Group (‘‘ISG’’) 32 regarding 

trading in Shares, and in exchangetraded and non-exchange traded 

securities and instruments held by the 

Fund (to the extent such exchangetraded and non-exchange traded 

securities and instruments are known 

through the publication of the 

Composition File and periodic public 

disclosures of the Fund’s portfolio 

holdings), and FINRA may obtain 

trading information regarding such 

trading from other markets and other 

entities. In addition, the Exchange may 

obtain information regarding trading in 

Shares, and in exchange-traded and 

non-exchange traded securities and 

instruments held by the Fund (to the 

extent such exchange-traded and nonexchange traded securities and 

instruments are known through the 

publication of the Composition File and 

periodic public disclosures of the 

Fund’s portfolio holdings), from markets 

and other entities that are members of 

ISG, which includes securities and 

futures exchanges, or with which the 

Exchange has in place a comprehensive 

surveillance sharing agreement. 

Moreover, FINRA, on behalf of the 

Exchange, will be able to access, as 

needed, trade information for certain 

fixed income securities held by the 

Fund reported to FINRA’s Trade 

Reporting and Compliance Engine 

(‘‘TRACE’’).33

In addition, the Exchange also has a 

general policy prohibiting the 

distribution of material non-public 

information by its employees. 

Information Circular 

Prior to the commencement of trading 

in the Fund, the Exchange will inform 

its members in an Information Circular 

of the special characteristics and risks 

associated with trading the Shares. 

Specifically, the Information Circular 

will discuss the following: (1) The 

procedures for purchases and 

redemptions of Shares in Creation Units 

(and noting that Shares are not 

individually redeemable); (2) Nasdaq 

Rule 2111A, which imposes suitability 

obligations on Nasdaq members with 

respect to recommending transactions in 

Shares to customers; (3) how 

information regarding the IIV and 

Composition File is disseminated; (4) 

the requirement that members deliver a 

prospectus to investors purchasing 

Shares prior to or concurrently with the 

confirmation of a transaction; and (5) 

information regarding NAV-Based 

Trading protocols. 

As noted above, all orders to buy or 

sell Shares that are not executed on the 

day the order is submitted will be 

automatically cancelled as of the close 

of trading on such day. The Information 

Circular will discuss the effect of this 

characteristic on existing order types. 

The Information Circular also will 

identify the specific Nasdaq data feeds 

from which intraday Share prices in 

proxy price format may be obtained. 

In addition, the Information Circular 

will advise members, prior to the 

commencement of trading, of the 

prospectus delivery requirements 

applicable to the Fund. Members 

purchasing Shares from the Fund for 

resale to investors will deliver a 

summary prospectus to such investors. 

The Information Circular will also 

discuss any exemptive, no-action and 

interpretive relief granted by the 

Commission from any rules under the 

Act. 

The Information Circular also will 

reference that the Fund is subject to 

various fees and expenses described in 

mstockstill on DSK30JT082PROD with NOTICES

43428 Federal Register / Vol. 82, No. 178 / Friday, September 15, 2017 / Notices 

34 15 U.S.C. 78f(b). 

35 15 U.S.C. 78f(b)(5). 

the Registration Statement. The 

Information Circular will also disclose 

the trading hours of the Shares and the 

applicable NAV calculation time for the 

Shares. The Information Circular will 

disclose that information about the 

Shares will be publicly available on the 

Fund’s Web site. 

Information regarding Fund trading 

protocols will be disseminated to 

Nasdaq members in accordance with 

current processes for newly listed 

products. Nasdaq intends to provide its 

members with a detailed explanation of 

NAV-Based Trading through a Trading 

Alert issued prior to the commencement 

of trading in Shares on the Exchange. 

Continued Listing Representations 

All statements and representations 

made in this filing 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, or (d) the applicability of 

Exchange listing rules shall constitute 

continued listing requirements for 

listing the Shares on the Exchange. In 

addition, the issuer has represented to 

the Exchange that it will advise the 

Exchange of any failure by the 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 the Fund is not in 

compliance with the applicable listing 

requirements, the Exchange will 

commence delisting procedures under 

the Nasdaq 5800 Series. 

2. Statutory Basis 

Nasdaq believes that the proposal is 

consistent with Section 6(b) of the Act 34

in general, and Section 6(b)(5) of the 

Act 35 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 rule change is designed to 

prevent fraudulent and manipulative 

acts and practices in that the Shares 

would be listed and traded on the 

Exchange pursuant to the initial and 

continued listing criteria in Nasdaq Rule 

5745. The Exchange believes that its 

surveillance procedures are adequate to 

properly monitor the trading of Shares 

on Nasdaq and to deter and detect 

violations of Exchange rules and the 

applicable federal securities laws. 

Although the Adviser is not a registered 

broker-dealer, it is affiliated with a 

broker-dealer. The Adviser has 

implemented and will maintain a ‘‘fire 

wall’’ between the Adviser and the 

relevant broker-dealer personnel or 

broker-dealer affiliate with respect to 

access to information concerning the 

composition and/or changes to the 

Fund’s portfolio holdings. In the event 

that (a) the Adviser or Sub-adviser 

registers as a broker-dealer or becomes 

newly affiliated with a broker-dealer, or 

(b) any new adviser or sub-adviser to the 

Fund is a registered broker-dealer or is 

affiliated with a broker-dealer, such 

adviser or sub-adviser will implement 

and will maintain a fire wall with 

respect to its relevant personnel and/or 

such broker-dealer affiliate, if 

applicable, regarding access to 

information concerning the composition 

and/or changes to the Fund’s portfolio 

and will be subject to procedures 

designed to prevent the use and 

dissemination of material non-public 

information regarding such portfolio. 

The Exchange 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, to the extent necessary. 

Moreover, FINRA, on behalf of the 

Exchange, will be able to access, as 

needed, trade information for certain 

fixed income securities held by the 

Fund reported to FINRA’s TRACE. 

The proposed rule change is designed 

to promote just and equitable principles 

of trade and to protect investors and the 

public interest. The Exchange will 

obtain a representation from the issuer 

of Shares that the NAV per Share will 

be calculated on each business day that 

the New York Stock Exchange is open 

for trading and that the NAV will be 

made available to all market 

participants at the same time. In 

addition, a large amount of information 

would be publicly available regarding 

the Fund and the Shares, thereby 

promoting market transparency. 

Prior to the commencement of market 

trading in Shares, the Fund will be 

required to establish and maintain a 

public Web site through which its 

current prospectus may be downloaded. 

The Web site will display additional 

Fund information updated on a daily 

basis, including the prior business day’s 

NAV, and the following trading 

information for such business day 

expressed as premiums/discounts to 

NAV: (a) Intraday high, low, average 

and closing prices of Shares in 

Exchange trading; (b) the Closing Bid/ 

Ask Midpoint; and (c) the Closing Bid/ 

Ask Spread. The Web site will also 

contain charts showing the frequency 

distribution and range of values of 

trading prices, Closing Bid/Ask 

Midpoints and Closing Bid/Ask Spreads 

over time. The Composition File will be 

disseminated through the NSCC before 

the open of trading in Shares on each 

business day and also will be made 

available to the public each day on a 

free Web site. The Exchange will obtain 

a representation from the issuer of the 

Shares that the IIV will be calculated 

and disseminated on an intraday basis 

at intervals of not more than 15 minutes 

during trading on the Exchange and 

provided to Nasdaq for dissemination 

via GIDS. A complete list of current 

portfolio positions for the Fund will be 

made available at least once each 

calendar quarter, with a reporting lag of 

not more than 60 days. The Fund may 

provide more frequent disclosures of 

portfolio positions at its discretion. 

Transactions in Shares will be 

reported to the Consolidated Tape at the 

time of execution in proxy price format 

and will be disseminated to member 

firms and market data services through 

Nasdaq’s trading service and market 

data interfaces, as defined above. Once 

the Fund’s daily NAV has been 

calculated and the final price of its 

intraday Share trades has been 

determined, Nasdaq will deliver a 

confirmation with final pricing to the 

transacting parties. At the end of the 

day, Nasdaq will also post a newly 

created FTP file with the final 

transaction data for the trading and 

market data services. The Exchange 

expects that information regarding 

NAV-based trading prices and volumes 

of Shares traded will be continuously 

available on a real-time basis throughout 

each trading day on brokers’ computer 

screens and other electronic services. 

Because Shares will trade at prices 

based on the next-determined NAV, 

investors will be able to buy and sell 

individual Shares at a known premium 

or discount to NAV that they can limit 

by transacting using limit orders at the 

time of order entry. Trading in Shares 

will be subject to Nasdaq Rules 

5745(d)(2)(B) and (C), which provide for 

the suspension of trading or trading 

halts under certain circumstances, 

including if, in the view of the 

Exchange, trading in Shares becomes 

inadvisable. 

Every order to trade Shares of the 

Fund is subject to the proxy price 

protection threshold of plus/minus 

$1.00, which determines the lower and 

mstockstill on DSK30JT082PROD with NOTICES

Federal Register / Vol. 82, No. 178 / Friday, September 15, 2017 / Notices 43429 

36 17 CFR 200.30–3(a)(12). 

upper threshold for the life of the order 

and whereby the order will be cancelled 

at any point if it exceeds $101.00 or falls 

below $99.00, the established 

thresholds. With certain exceptions, 

each order also must contain the 

applicable order attributes, including 

routing instructions and time-in-force 

information, as described in Nasdaq 

Rule 4703. 

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 the Fund, which seeks to provide 

investors with access to an actively 

managed investment strategy in a 

structure that offers the cost and tax 

efficiencies and shareholder protections 

of ETFs, while removing the 

requirement for daily portfolio holdings 

disclosure to ensure a tight relationship 

between market trading prices and 

NAV. 

For the above reasons, Nasdaq 

believes 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 result in 

any burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. In fact, the 

Exchange believes that the introduction 

of the Fund would promote competition 

by making available to investors an 

actively managed investment strategy in 

a structure that offers the cost and tax 

efficiencies and shareholder protections 

of ETFs, while removing the 

requirement for daily portfolio holdings 

disclosure to ensure a tight relationship 

between market trading prices and 

NAV. Moreover, the Exchange believes 

that the proposed method of Share 

trading would provide investors with 

transparency of trading costs, and the 

ability to control trading costs using 

limit orders, that is not available for 

conventionally traded ETFs. 

These developments could 

significantly enhance competition to the 

benefit of the markets and investors. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

Written comments were neither 

solicited nor received. 

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– 

NASDAQ–2017–090 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–2017–090. 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; 

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–2017–090 and should be 

submitted on or before October 6, 2017. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.36

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2017–19583 Filed 9–14–17; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[SEC File No. 270–035, OMB Control No. 

3235–0029] 

Proposed Collection; Comment 

Request 

Upon Written Request, Copies Available 

From: Securities and Exchange 

Commission, Office of FOIA Services, 

100 F Street NE., Washington, DC 

20549–2736 

Extension: 

Rule 17f–2(c) 

Notice is hereby given that pursuant 

to the Paperwork Reduction Act of 1995 

(‘‘PRA’’) (44 U.S.C. 3501 et seq.), the 

Securities and Exchange Commission 

(‘‘Commission’’) is soliciting comments 

on the existing collection of information 

provided for in Rule 17f–2(c) (17 CFR 

240.17f–2(c)), under the Securities 

Exchange Act of 1934 (15 U.S.C. 78a et 

seq.). The Commission plans to submit 

this existing collection of information to 

the Office of Management and Budget 

(‘‘OMB’’) for extension and approval. 

Rule 17f–2(c) allows persons required 

to be fingerprinted pursuant to Section 

17(f)(2) of the Act to submit their 

fingerprints to the Attorney General of 

the United States or its designee (i.e., 

the Federal Bureau of Investigation 

(‘‘FBI’’)) through a registered national 

securities exchange or a registered 

national securities association 

(collectively, also known as ‘‘selfregulatory organizations’’ or ‘‘SROs’’) 

pursuant to a fingerprint plan filed with, 

and declared effective by, the 

Commission. Fingerprint plans have 

been declared effective for the 

American, Boston, Chicago, New York, 

and Philadelphia stock exchanges and 

for the Financial Industry Regulatory 

mstockstill on DSK30JT082PROD with NOTICES