Federal Register / Vol. 82, No. 192 / Thursday, October 5, 2017 / Notices 46581 

13 15 U.S.C. 78s(b)(3)(A). 

14 17 CFR 240.19b–4(f)(2). 

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

16 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 79081 

(Oct. 11, 2016), 81 FR 71548 (Oct. 17, 2016) (SR– 

NASDAQ–2016–135); see also Securities Exchange 

Act Release No. 80708 (May 17, 2017), 82 FR 23690 

(May 23, 2017) (SR–NASDAQ–2017–040); see also 

Securities Exchange Act Release No. 80810 (May 

30, 2017), 82 FR 26205 (June 6, 2017) (SR– 

NASDAQ–2017–052). 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments were solicited 

or received with respect to the proposed 

rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The foregoing rule change is effective 

upon filing pursuant to Section 

19(b)(3)(A) 13 of the Act and 

subparagraph (f)(2) of Rule 19b–4 14

thereunder, because it establishes a due, 

fee, or other charge imposed by the 

Exchange. 

At any time within 60 days of the 

filing of such proposed rule change, the 

Commission summarily may 

temporarily suspend such rule change if 

it appears to the Commission that such 

action is necessary or appropriate in the 

public interest, for the protection of 

investors, or otherwise in furtherance of 

the purposes of the Act. If the 

Commission takes such action, the 

Commission shall institute proceedings 

under Section 19(b)(2)(B) 15 of the Act to 

determine whether the proposed rule 

change 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– 

NYSEArca–2017–114 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–NYSEArca–2017–114. 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– 

NYSEArca–2017–114, and should be 

submitted on or before October 26, 

2017. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.16

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2017–21404 Filed 10–4–17; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–81773; File No. SR– 

NASDAQ–2017–101 

Self-Regulatory Organizations; The 

NASDAQ Stock Market LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change To Extend the 

Implementation Date for Certain 

Changes to the Rule 5700 Series and 

Rule 5810 

September 29, 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 

September 27, 2017, The NASDAQ 

Stock Market LLC (‘‘Nasdaq’’ or 

‘‘Exchange’’) filed with the Securities 

and Exchange Commission (‘‘SEC’’ or 

‘‘Commission’’) the proposed rule 

change as described in Items I 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 extend the 

date on which certain changes 

concerning the continued listing 

requirements for exchange-traded 

products (‘‘ETPs’’) in the Nasdaq Rule 

5700 Series, as well as a related 

amendment to Nasdaq Rule 5810 

(Notification of Deficiency by the 

Listing Qualifications Department), are 

implemented. 

The Exchange proposes to delay the 

implementation date of these changes 

until January 1, 2018. Given the scope 

of the proposed rule changes, the 

Exchange believes that this will ensure 

that ETP issuers have adequate time to 

finish developing and put into operation 

the new processes and systems 

necessitated by them. 

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 

On September 30, 2016, the Exchange 

filed a proposed rule change, as 

subsequently amended by Amendments 

No. 1 and 2 thereto, and as 

supplemented by two clean-up filings 3

(as amended and supplemented, 

collectively, the ‘‘Proposed Rule 

Change’’), to adopt certain changes to 

the Nasdaq Rule 5700 Series, as well as 

a related amendment to Nasdaq Rule 


ethrower on DSK3G9T082PROD with NOTICES
46582 Federal Register / Vol. 82, No. 192 / Thursday, October 5, 2017 / Notices 

4See Securities Exchange Act Release No. 80708 

(May 17, 2017), 82 FR 23690 (May 23, 2017) (SR– 

NASDAQ–2017–040). 

5 In addition to submitting the index components 

to the Exchange on a quarterly basis, the Exchange 

believes that it would be appropriate for issuers to 

review the index components for compliance with 

the continued listing requirements in connection 

with index rebalances, reconstitutions, or other 

material changes to the index components. 

6See, for example, Letter, dated July 11, 2017, 

from Dorothy Donohue, Acting General Counsel, 

Investment Company Institute to Brent J. Fields, 

Secretary, Securities and Exchange Commission, 

available at https://www.sec.gov/comments/srnasdaq-2016-135/nasdaq2016135-1846208- 

155175.pdf. 

7See https://listingcenter.nasdaq.com/Material_

Search.aspx?mcd=LQ&cid=142&sub_cid=&years=

2017,2016,2015,2017,2016,2015,2014,2013,2012,

2011,2010,2009,2008,2007,2006,2005,2004,2003,

2002&criteria=1&materials. 

8 It is the Exchange’s understanding that issuers 

are updating and testing internal systems to process 

and monitor the index data for compliance with the 

new continued listing standards. 

9 15 U.S.C. 78f(b). 

10 15 U.S.C. 78f(b)(5). 

5810 (Notification of Deficiency by the 

Listing Qualifications Department), to 

add additional continued listing 

standards for ETPs, as well as clarify the 

procedures that the Exchange will 

undertake when an ETP is 

noncompliant with applicable rules. 

On May 3, 2017, the Exchange filed to 

extend the implementation date from 

August 1, 2017 until October 1, 2017.4

The Exchange now proposes to extend 

the implementation date of the 

amendments specified in the Proposed 

Rule Change to January 1, 2018. 

Since the Proposed Rule Change was 

approved, the Exchange has engaged in 

extensive conversations with issuers of 

listed ETPs, industry advocacy groups 

and index providers to discuss the new 

rule requirements and offer guidance on 

rule interpretation and application.5 As 

a result of these conversations, ETP 

issuers have expressed concern about 

their ability to finish and to have in 

place systems and procedures to ensure 

compliance by the current October 1, 

2017 implementation date. In particular, 

listed ETP issuers, and industry 

advocacy groups on their behalf, have 

explained that issuers will require time 

to design and test new compliance 

systems, as well as engage in 

discussions with third-party providers 

to source and track new data elements 

required for rule compliance.6 The 

Exchange’s understanding is that some 

issuers have started to develop 

procedures, build systems and are 

testing new compliance systems. Also, 

that some issuers have begun 

discussions with third-party providers, 

including efforts to renegotiate existing 

license agreements. As of the date of 

this filing, issuers have said that they 

will not be ready by the current October 

1, 2017 implementation date. 

In connection with the 

implementation of the new continued 

listing standards, Nasdaq has prepared a 

set of Frequently Asked Questions 

(‘‘FAQs’’) that address questions raised 

by issuers.7 Nasdaq is continuing to 

discuss the implementation of the 

continued listing standards with issuers 

and will continue to revise the FAQs 

where further interpretive guidance is 

necessary. Also, there are areas of 

interpretive guidance still being 

formulated. For example, interpretive 

guidance as to how issuers of exchangetraded funds (‘‘ETFs’’) should categorize 

securities into ‘‘equity’’ and ‘‘fixed 

income’’ buckets, particularly for assets 

like hybrid capital, preferred securities 

or convertible debt. Additionally, 

Nasdaq will maintain and continue 

communications with issuers during the 

implementation date extension period 

in order to understand the issuers’ 

progress. 

The Exchange believes it is 

appropriate to extend the 

implementation date of the Proposed 

Rule Change to January 1, 2018 to 

provide listed ETP issuers with the time 

needed to finish developing and testing 

their compliance procedures. In support 

of its proposal, the Exchange notes that 

the Proposed Rule Change imposes 

significant new compliance 

requirements on issuers that they have 

not been subject to previously. To meet 

these new requirements, issuers must 

develop additional internal systems, as 

well as coordinate with third-party 

service providers, such as index 

providers, to renegotiate existing license 

agreements and to develop procedures 

by which they can obtain essential 

data.8

Listed issuers have informed the 

Exchange that they are unable to 

complete this extensive project by the 

pending October 1, 2017 

implementation date. The Exchange 

believes that it is critical for listed ETP 

issuers to have the appropriate 

procedures and systems in place to 

monitor and evidence ETP compliance 

with the new continued listing rules 

before such rules are implemented 

because this will help issuers 

preemptively identify issues and 

thereby avoid experiencing any 

disruptions in the trading of their 

products. Therefore, the Exchange 

proposes to extend the implementation 

date for the Proposed Rule Change until 

January 1, 2018. 

2. Statutory Basis 

The Exchange believes that its 

proposal is consistent with Section 6(b) 

of the Act,9 in general, and furthers the 

objectives of Section 6(b)(5) of the Act,10

in particular, in that it is designed to 

promote just and equitable principles of 

trade, to foster cooperation and 

coordination with persons engaged in 

regulating, clearing, settling, processing 

information with respect to, and 

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. 

The Exchange believes that the 

proposed rule change is consistent with 

the protection of investors because it 

will enable listed issuers to have the 

systems and procedures needed to 

monitor and evidence compliance with 

the Proposed Rule Change prior to such 

rule being implemented because this 

will help issuers preemptively identify 

issues and thereby avoid experiencing 

any disruptions in the trading of their 

products. Issuers are still conducting 

systems testing and further developing 

procedures. In addition, there are areas 

of interpretive guidance still being 

formulated as discussed previously in 

this filing. 

Additionally, Nasdaq will maintain 

and continue communications with 

issuers during the implementation date 

extension period in order to understand 

the issuers’ progress. Providing listed 

issuers with additional time to ensure 

that they have adequate compliance 

systems in place furthers the protection 

of investors and the public interest 

because it will enhance investor 

confidence that listed issuers are 

complying with Exchange rules and 

because it will reassure investors that 

issuers can properly monitor and 

preemptively identify issues and 

thereby avoid experiencing any 

disruptions in the trading of the issuers’ 

products. 

For these 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 impose 

any burden on competition not 

necessary or appropriate in furtherance 

of the purposes of the Act, as amended. 

The Exchange believes that the 

proposed rule change will facilitate 

listed issuer ability to monitor and 

evidence compliance with approved 

continued listing rules by providing 


ethrower on DSK3G9T082PROD with NOTICES
Federal Register / Vol. 82, No. 192 / Thursday, October 5, 2017 / Notices 46583 

11See Footnote 6, supra. 

12 17 CFR 240.19b–4(f)(6). As required under Rule 

19b-4(f)(6)(iii), the Exchange provided the 

Commission with 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. 

13 17 CFR 240.19b–4(f)(6). 

14 17 CFR 240.19b–4(f)(6)(iii). 

15For purposes only of waiving the 30-day 

operative delay, the Commission has considered the 

proposed rule’s impact on efficiency, competition, 

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

16 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

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

4 17 CFR 240.19b–4(f)(6)(iii). 

issuers with additional time to finish 

developing and testing their internal 

systems and procedures prior to the 

implementation date. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

The Exchange received a copy of a 

letter from the Investment Company 

Institute, on behalf of listed ETP issuers, 

to the SEC.11 As described in Item 3 

[sic], above, the Investment Company 

Institute detailed challenges that listed 

ETF issuers are facing in developing 

compliance systems to address the 

amendments contained in the Proposed 

Rule Change and have requested that 

the implementation date for such 

amendments be extended. 

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 and Rule 19b– 

4(f)(6) thereunder.12

A proposed rule change filed 

pursuant to Rule 19b–4(f)(6) under the 

Act 13 normally does not become 

operative for 30 days after the date of its 

filing. However, Rule 19b–4 (f)(6)(iii) 14

permits the Commission to designate a 

shorter time if such action is consistent 

with the protection of investors and the 

public interest. The Exchange has asked 

the Commission to waive the 30-day 

operative delay so that the proposal may 

become operative immediately upon 

filing. The Commission notes that 

waiver of the operative delay will allow 

the Exchange to immediately extend the 

implementation date of the Proposed 

Rule Change, and avoid the potential 

confusion and disruption that could 

result if the extension did not become 

operative until after October 1, 2017. 

The Commission believes that waiver of 

the 30-day operative delay is consistent 

with the protection of investors and the 

public interest. Therefore, the 

Commission hereby waives the 30-day 

operative delay and designates the 

proposal operative upon filing.15

At any time within 60 days of the 

filing of the proposed rule change, the 

Commission summarily may 

temporarily suspend such rule change if 

it appears to the Commission that such 

action is necessary or appropriate in the 

public interest, for the protection of 

investors, or otherwise in furtherance of 

the purposes of the Act. If the 

Commission takes such action, the 

Commission shall institute proceedings 

to determine whether the proposed rule 

change 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–2017–101 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–2017–101. 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–2017–101 and should be 

submitted on or before October 26, 

2017. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.16

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2017–21408 Filed 10–4–17; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–81777; File No. SR– 

BatsBZX–2017–63] 

Self-Regulatory Organizations; Bats 

BZX Exchange, Inc.; Notice of Filing 

and Immediate Effectiveness of 

Proposed Rule Change To Extend the 

Implementation Date for Certain 

Changes to Exchange Rules 14.11 and 

14.12 

September 29, 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 

September 28, 2017, Bats BZX 

Exchange, Inc. (‘‘Exchange’’ or ‘‘BZX’’) 

filed with the Securities and Exchange 

Commission (‘‘Commission’’) the 

proposed rule change as described in 

Items I and II below, which Items have 

been prepared by the Exchange. The 

Exchange has designated this proposal 

as a ‘‘non-controversial’’ proposed rule 

change pursuant to Section 19(b)(3)(A) 

of the Act 3 and Rule 19b–4(f)(6)(iii) 

thereunder,4 which renders it effective 

upon filing with the Commission. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 


ethrower on DSK3G9T082PROD with NOTICES