Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Order Approving a Proposed Rule Change, as Modified by Amendment No. 1, To List and Trade Shares of the First Trust CEF Income Opportunity ETF and the First Trust Municipal CEF Income Opportunity ETF, 59253-59256 [2016-20573]

Download as PDF Federal Register / Vol. 81, No. 167 / Monday, August 29, 2016 / Notices Mierzwa, Railroad Retirement Board, 844 North Rush Street, Chicago, Illinois 60611–2092 or emailed to Charles.Mierzwa@RRB.GOV. Written comments should be received within 60 days of this notice. Charles Mierzwa, Chief of Information Resources Management. [FR Doc. 2016–20675 Filed 8–26–16; 8:45 am] BILLING CODE 7905–01–P Dated: August 23, 2016. Robert W. Errett, Deputy Secretary. SECURITIES AND EXCHANGE COMMISSION [FR Doc. 2016–20570 Filed 8–26–16; 8:45 am] Proposed Collection; Comment Request BILLING CODE 8011–01–P Upon Written Request Copies Available From: Securities and Exchange Commission, Office of FOIA Services, 100 F Street NE., Washington, DC 20549–2736 jstallworth on DSK7TPTVN1PROD with NOTICES Extension: Regulation S SEC File No. 270–315, OMB Control No. 3235–0357 Notice is hereby given that, pursuant to the Paperwork Reduction Act of 1995 (44 U.S.C. 3501 et seq.), the Securities and Exchange Commission (‘‘Commission’’) is soliciting comments on the collection of information summarized below. The Commission plans to submit this existing collection of information to the Office of Management and Budget for extension and approval. Regulation S (17 CFR 230.901 through 230.905) sets forth rules governing offers and sales of securities made outside the United States without registration under the Securities Act of 1933 (15 U.S.C. 77a et seq.). Regulation S clarifies the extent to which Section 5 of the Securities Act applies to offers and sales of securities outside of the United States. Regulation S is assigned one burden hour for administrative convenience. Written comments are invited on: (a) Whether this collection of information is necessary for the proper performance of the functions of the agency, including whether the information will have practical utility; (b) the accuracy of the agency’s estimate of the burden imposed by the collection of information; (c) ways to enhance the quality, utility, and clarity of the information 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. VerDate Sep<11>2014 15:27 Aug 26, 2016 Jkt 238001 An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless it displays a currently valid 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. SECURITIES AND EXCHANGE COMMISSION 59253 disapproved. The Commission is extending this 45-day time period. The Commission finds that it is appropriate to designate a longer period within which to take action on the proposed rule change so that it has sufficient time to consider the proposed rule change. Accordingly, the Commission, pursuant to Section 19(b)(2) of the Act,5 designates October 19, 2016, as the date by which the Commission shall either approve or disapprove or institute proceedings to determine whether to disapprove the proposed rule change (File Number SR–BatsBZX–2016–34). For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.6 Robert W. Errett, Deputy Secretary. [FR Doc. 2016–20574 Filed 8–26–16; 8:45 am] [Release No. 34–78643; File No. SR– BatsBZX–2016–34] BILLING CODE 8011–01–P Self-Regulatory Organizations; Bats BZX Exchange, Inc.; Notice of Designation of a Longer Period for Commission Action on Proposed Rule Change to BZX Rule 14.11(i), Managed Fund Shares, To List and Trade Shares of the ProShares Crude Oil Strategy ETF SECURITIES AND EXCHANGE COMMISSION August 23, 2016. On July 1, 2016, Bats BZX Exchange, Inc. (‘‘BZX’’) 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 list and trade shares of the ProShares Crude Oil Strategy ETF, a series of ProShares Trust, under Rule 14.11(i). The proposed rule change was published for comment in the Federal Register on July 21, 2016.3 The Commission has received no comment letters on the proposed rule change. Section 19(b)(2) of the Act 4 provides that, within 45 days of the publication of notice of the filing of a proposed rule change, or within such longer period up to 90 days as the Commission may designate if it finds such longer period to be appropriate and publishes its reasons for so finding or as to which the self-regulatory organization consents, the Commission shall either approve the proposed rule change, disapprove the proposed rule change, or institute proceedings to determine whether the proposed rule change should be [Release No. 34–78642; File No. SR– NASDAQ–2016–071] Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Order Approving a Proposed Rule Change, as Modified by Amendment No. 1, To List and Trade Shares of the First Trust CEF Income Opportunity ETF and the First Trust Municipal CEF Income Opportunity ETF August 23, 2016. I. Introduction On May 10, 2016, 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 (‘‘Exchange Act’’),1 and Rule 19b–4 thereunder,2 a proposed rule change to list and trade shares (‘‘Shares’’) of the First Trust CEF Income Opportunity ETF (‘‘CEF Income Opportunity Fund’’) and First Trust Municipal CEF Income Opportunity ETF (‘‘Municipal CEF Income Opportunity Fund’’ and collectively, ‘‘Funds’’) under Nasdaq Rule 5735. On May 20, 2016, the Exchange submitted Amendment No. 1 to the proposed rule change.3 The Commission published notice of the proposed rule change, as 5 Id. 6 17 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b–4. 3 See Securities Exchange Act Release No. 78346 (July 15, 2016), 81 FR 47475. 4 15 U.S.C. 78s(b)(2). PO 00000 Frm 00076 Fmt 4703 Sfmt 4703 CFR 200.30–3(a)(31). U.S.C. 78s(b)(1). 2 17 CFR 240.19b–4. 3 Amendment No. 1 is available at https://www. sec.gov/comments/sr-nasdaq-2016-71/nasdaq 2016071-2.pdf. 1 15 E:\FR\FM\29AUN1.SGM 29AUN1 59254 Federal Register / Vol. 81, No. 167 / Monday, August 29, 2016 / Notices modified by Amendment No. 1, in the Federal Register on May 31, 2016.4 The Commission received one comment letter on the proposed rule change.5 This order approves the proposed rule change, as modified by Amendment No. 1. II. The Exchange’s Description of the Proposal 6 The Exchange proposes to list and trade the Shares under Nasdaq Rule 5735, which governs the listing and trading of Managed Fund Shares on the Exchange. The Shares will be offered by First Trust Exchange-Traded Fund VIII (‘‘Trust’’), which was established as a Massachusetts business trust on February 22, 2016.7 The investment advisor to the Funds will be First Trust Advisors L.P. (‘‘Adviser’’).8 The Distributor will be the principal underwriter and distributor of the Shares. The Bank of New York Mellon Corporation will act as the jstallworth on DSK7TPTVN1PROD with NOTICES 4 See Securities Exchange Act Release No. 77895 (May 24, 2016), 81 FR 34407 (NASDAQ–2016–071) (‘‘Notice’’). 5 See letter from Stephanie Price, dated May 31, 2016. Because the comment is not directly relevant to the proposed rule change, the Commission does not address the comment herein. 6 Additional information regarding the Fund, the Shares, and the Trust (as defined herein), including investment strategies, investment restrictions, risks, creation and redemption procedures, fees, portfolio holdings, disclosure policies, calculation of net asset value (‘‘NAV’’), distributions, and taxes, among other things, can be found in the Notice and the Registration Statement, as applicable. See Notice, supra note 4, and Registration Statement, infra note 7. 7 The Trust is registered with the Commission as an investment company and has filed a registration statement on Form N–1A (‘‘Registration Statement’’) with the Commission. See Registration Statement on Form N–1A for the Trust, dated March 14, 2016 (File Nos. 333–210186 and 811–23147). In addition, the Exchange states that the Commission has issued an order, upon which the Trust may rely, granting certain exemptive relief under the 1940 Act. See Investment Company Act Release No. 28468 (October 27, 2008) (File No. 812–13477). 8 The Adviser is not a broker-dealer, but it is affiliated with First Trust Portfolios L.P. (‘‘Distributor’’), a broker-dealer, and has implemented and will maintain a fire wall with respect to its broker-dealer affiliate regarding access to information concerning the composition and/or changes to a portfolio. The Funds do not currently intend to use a sub-adviser. In the event (a) the Adviser or any sub-adviser registers as a brokerdealer, or becomes newly affiliated with a brokerdealer, or (b) any new adviser or sub-adviser is a registered broker-dealer or becomes affiliated with another broker-dealer, it will implement and will maintain a fire wall with respect to its relevant personnel and/or such broker-dealer affiliate, as applicable, regarding access to information concerning the composition and/or changes to a portfolio and will be subject to procedures designed to prevent the use and dissemination of material non-public information regarding such portfolio. In addition, personnel who make decisions on each Fund’s portfolio composition will be subject to procedures designed to prevent the use and dissemination of material non-public information regarding such Fund’s portfolio. VerDate Sep<11>2014 15:27 Aug 26, 2016 Jkt 238001 administrator, accounting agent, custodian and transfer agent to the Funds. Principal Investments of the Funds The investment objective of the CEF Income Opportunity Fund will be to seek to provide current income with a secondary emphasis on total return. Under normal market conditions,9 the CEF Income Opportunity Fund will seek to achieve its investment objective by investing at least 80% of its net assets in closed-end funds.10 The investment objective of the Municipal CEF Income Opportunity Fund will be to seek to provide current income. Under normal market conditions, the Municipal CEF Income Opportunity Fund will seek to achieve its investment objective by investing at least 80% of its net assets (including investment borrowings) in a portfolio of municipal closed-end funds. Non-Principal Investments for Each Fund While under normal market conditions each Fund will invest at least 80% of its net assets as described above, each Fund may invest (in the aggregate) up to 20% of its net assets in the following securities and instruments. Each Fund may invest in exchangetraded funds (‘‘ETFs’’) 11 and exchangetraded notes (‘‘ETNs’’).12 Each Fund may invest in money market mutual funds that will be investment companies registered under the 1940 Act. Each Fund may hold cash or invest in the following short-term debt instruments: 13 (1) Fixed rate and 9 The term ‘‘under normal market conditions’’ includes, but is not limited to, the absence of adverse market, economic, political, or other conditions, including extreme volatility or trading halts in the securities markets or the financial markets generally; operational issues causing dissemination of inaccurate market information; or force majeure type events such as systems failure, natural or man-made disaster, act of God, armed conflict, act of terrorism, riot or labor disruption or any similar intervening circumstance. 10 The closed-end funds in which each Fund invests (‘‘Closed-End Funds’’) will be registered under the 1940 Act and listed and traded in the U.S. on registered exchanges. 11 ETFs held by either Fund will be listed and traded on a national securities exchange. Each Fund may invest in inverse ETFs; neither Fund will invest in leveraged or inverse leveraged (e.g., 2X or –3X) ETFs. See Notice, supra note 4, 81 FR 34409, n.10. 12 The Exchange represents that while the Funds may invest in inverse ETNs, the Funds will not invest in leveraged or inverse leveraged (e.g., 2X or –3X) ETNs. See id. at 34409, n.11. 13 The Exchange represents that these short-term debt instruments will be issued by issuers having a long-term debt rating of at least BBB-/Baa3 by Standard & Poor’s Ratings Services, a Division of The McGraw-Hill Companies, Inc., Moody’s PO 00000 Frm 00077 Fmt 4703 Sfmt 4703 floating rate U.S. government securities, including bills, notes and bonds differing as to maturity and rates of interest, which are either issued or guaranteed by the U.S. Treasury or by U.S. government agencies or instrumentalities; (2) certificates of deposit issued against funds deposited in a bank or savings and loan association; (3) bankers’ acceptances, which are short-term credit instruments used to finance commercial transactions; (4) repurchase agreements,14 which involve purchases of debt securities; (5) bank time deposits, which are monies kept on deposit with banks or savings and loan associations for a stated period of time at a fixed rate of interest; and (6) commercial paper, which is short-term unsecured promissory notes.15 III. Discussion and Commission Findings After careful review, the Commission finds that the Exchange’s proposal to list and trade the Shares is consistent with the Exchange Act and the rules and regulations thereunder applicable to a national securities exchange.16 In particular, the Commission finds that the proposed rule change, as modified by Amendment No. 1, is consistent with Section 6(b)(5) of the Exchange Act,17 which requires, among other things, that the Exchange’s rules be designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, to remove impediments to and perfect the mechanism of a free and open market and a national market system, and, in general, to protect investors and the public interest. The Commission also finds that the proposal to list and trade the Shares on the Exchange is consistent with Section 11A(a)(1)(C)(iii) of the Investors Service, Inc. or Fitch Ratings and will have a maturity of one year or less. See id. at 34409, n.12. 14 The Exchange states that each Fund intends to enter into repurchase agreements only with financial institutions and dealers believed by the Adviser to present minimal credit risks in accordance with criteria approved by the Board of Trustees of the Trust. The Adviser will review and monitor the creditworthiness of such institutions. The Adviser will monitor the value of the collateral at the time the transaction is entered into and at all times during the term of the repurchase agreement. See id. at 34409, n.13. 15 The Exchange represents that each Fund may only invest in commercial paper rated A–1 or higher by S&P Ratings, Prime-1 or higher by Moody’s or F1 or higher by Fitch. See id. at 34409, n.14. 16 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). 17 15 U.S.C. 78f(b)(5). E:\FR\FM\29AUN1.SGM 29AUN1 jstallworth on DSK7TPTVN1PROD with NOTICES Federal Register / Vol. 81, No. 167 / Monday, August 29, 2016 / Notices Exchange Act,18 which sets forth Congress’s finding that it is in the public interest and appropriate for the protection of investors and the maintenance of fair and orderly markets to assure the availability to brokers, dealers, and investors of information with respect to quotations for and transactions in securities. The Commission believes that the proposal to list and trade the Shares is reasonably designed to promote fair disclosure of information that may be necessary to price the Shares appropriately and to prevent trading when a reasonable degree of transparency cannot be assured. As stated in the Notice, the Exchange will obtain a representation from the issuer of the Shares that the NAV per Share will be calculated daily and that the NAV and the Disclosed Portfolio will be made available to all market participants at the same time. According to the Exchange, quotation and last-sale information for the Shares will be available via Nasdaq proprietary quote and trade services, as well as in accordance with the Unlisted Trading Privileges and the Consolidated Tape Association (‘‘CTA’’) plans for the Shares. Quotation and last-sale information for the Closed-End Funds, ETFs, and ETNs will be available from the exchanges on which they are traded as well as in accordance with any applicable CTA plans. Pricing information for short-term U.S. government securities, commercial paper, bankers’ acceptances, repurchase agreements, bank time deposits, and certificates of deposit will be available from major broker-dealer firms and/or major market data vendors or pricing services. Pricing information for ClosedEnd Funds, ETFs, and ETNs will be available from the applicable listing exchange (as indicated above) and from major market data vendors. Prices for money market mutual funds will be available through the applicable fund’s Web site or from major market data vendors. In addition, for each Fund, an estimated value, defined in Exchange Rule 5735(c)(3) as the ‘‘Intraday Indicative Value,’’ that reflects an estimated intraday value of the Fund’s Disclosed Portfolio, will be disseminated. Moreover, the Intraday Indicative Value, available on the NASDAQ OMX Information LLC proprietary index data service,19 will be 18 15 U.S.C. 78k–1(a)(1)(C)(iii). Exchange states that the NASDAQ OMX Global Index Data Service (‘‘GIDS’’) is the Nasdaq global index data feed service, offering real-time updates, daily summary messages, and access to widely followed indexes and Intraday Indicative 19 The VerDate Sep<11>2014 15:27 Aug 26, 2016 Jkt 238001 based upon the current value for the components of the Disclosed Portfolio and will be updated and widely disseminated by one or more major market data vendors and broadly displayed at least every 15 seconds during the Regular Market Session.20 Nasdaq will halt trading in the Shares under the conditions specified in Nasdaq Rules 4120 and 4121, including the trading pauses under Nasdaq Rules 4120(a)(11) and (12). Trading may be halted because of market conditions or for reasons that, in the view of the Exchange, make trading in the Shares inadvisable.21 Trading in the Shares also will be subject to Rule 5735(d)(2)(D), which sets forth circumstances under which trading in the Shares may be halted.22 The Exchange represents that it has a general policy prohibiting the distribution of material, non-public information by its employees.23 Nasdaq Rule 5735(g) further requires that personnel who make decisions on the open-end 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. The Exchange states that the Adviser is not a broker-dealer, but it is affiliated with the Distributor, a broker-dealer, and has implemented and will maintain a fire wall with respect to its brokerdealer affiliate regarding access to information concerning the composition and/or changes to a portfolio. In the event (a) the Adviser or any sub-adviser registers as a broker-dealer, or becomes newly affiliated with a broker-dealer, or (b) any new adviser or sub-adviser is a registered broker-dealer or becomes affiliated with another broker-dealer, it will implement and will maintain a fire wall with respect to its relevant personnel or such broker-dealer affiliate, as applicable, regarding access to Values for ETFs. See Notice, supra note 4, 81 FR at 34411, n.25. 20 The Exchange states that premiums and discounts between the Intraday Indicative Value and the market price may occur, but that the dissemination of the Intraday Indicative Value, together with the Disclosed Portfolio, will allow investors to determine the value of the underlying portfolio of a Fund on a daily basis and will provide a close estimate of that value throughout the trading day. See id. at 34411. 21 These may include: (1) The extent to which trading is not occurring in the securities and/or the other assets constituting the Disclosed Portfolio of a Fund; or (2) whether other unusual conditions or circumstances detrimental to the maintenance of a fair and orderly market are present. 22 The Exchange represents that it deems the Shares to be equity securities, thus rendering trading in the Shares subject to Nasdaq’s existing rules governing the trading of equity securities. See id. at 34411. 23 See id. at 34412. PO 00000 Frm 00078 Fmt 4703 Sfmt 4703 59255 information concerning the composition and/or changes to a portfolio and will be subject to procedures designed to prevent the use and dissemination of material non-public information regarding such portfolio. In addition, personnel who make decisions on each Fund’s portfolio composition will be subject to procedures designed to prevent the use and dissemination of material non-public information regarding such Fund’s portfolio.24 In support of this proposal, the Exchange has made the following representations: (1) The Shares will conform to the initial and continued listing criteria under NASDAQ Rule 5735.25 (2) Trading in the Shares will be subject to the existing trading surveillances, administered by both Nasdaq and also the Financial Industry Regulatory Authority (‘‘FINRA’’) on behalf of the Exchange, and these procedures are adequate to properly monitor Exchange trading of the Shares in all trading sessions and to deter and detect violations of Exchange rules and applicable federal securities laws.26 (3) FINRA, on behalf of the Exchange, will communicate as needed regarding trading in the Shares and the ClosedEnd Funds, ETFs, and ETNs held by the Funds with other markets and other entities that are members of the Intermarket Surveillance Group (‘‘ISG’’), and FINRA may obtain trading information regarding trading in the Shares and such securities held by the Funds from such markets and other entities. In addition, the Exchange may obtain information regarding trading in the Shares and the Closed-End Funds, ETFs, and ETNs held by the Funds from markets and other entities that are members of ISG, which includes securities 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 Funds reported to FINRA’s Trade Reporting and Compliance Engine.27 (4) The Closed-End Funds, ETFs, and ETNs held by the Funds will trade in markets that are members of ISG or are 24 See supra, note 8. Notice, supra note 4, 81 FR at 34412. 26 See id. at 34411–12. FINRA surveils trading on the Exchange pursuant to a regulatory services agreement. The Exchange is responsible for FINRA’s performance under this regulatory services agreement. See id. at 34412, n.27. 27 See id. at 34412. 25 See E:\FR\FM\29AUN1.SGM 29AUN1 59256 Federal Register / Vol. 81, No. 167 / Monday, August 29, 2016 / Notices jstallworth on DSK7TPTVN1PROD with NOTICES parties to a comprehensive surveillance sharing agreement with the Exchange.28 (5) Prior to the commencement of trading, 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 for each Fund will discuss the following: (1) The procedures for purchases and redemptions of Shares in Creation Units (and that Shares are not individually redeemable); (2) Nasdaq Rule 2111A, which imposes suitability obligations on Nasdaq members with respect to recommending transactions in the Shares to customers; (3) how information regarding the Intraday Indicative Value and the Disclosed Portfolio is disseminated; (4) the risks involved in trading the Shares during the Pre Market and Post Market Sessions when an updated Intraday Indicative Value will not be calculated or publicly disseminated; (5) the requirement that members deliver a prospectus to investors purchasing newly issued Shares prior to or concurrently with the confirmation of a transaction; and (6) trading information. The Information Circular will also discuss any exemptive, no-action and interpretive relief granted by the Commission from any rules under the Exchange Act.29 (6) For initial and continued listing, each Fund must be in compliance with Rule 10A–3 under the Exchange Act.30 (7) Shares of Closed-End Funds, ETFs, and ETNs held by a Fund will trade in markets that are members of ISG or are parties to a comprehensive surveillance sharing agreement with the Exchange. (8) The Funds will not invest in derivative instruments. (9) While the Funds may invest in inverse ETFs and ETNs, the Funds will not invest in leveraged or inverse leveraged ETFs or ETNs.31 (10) Each Fund may hold up to an aggregate amount of 15% of its net assets in illiquid assets (calculated at the time of investment), deemed illiquid by the Adviser. Each Fund will monitor its portfolio liquidity on an ongoing basis to determine whether, in light of current circumstances, an adequate level of liquidity is being maintained, and will consider taking appropriate steps in order to maintain adequate 28 See Notice, supra note 4. 29 Additionally, the Information Circular for each Fund will reference that such Fund is subject to various fees and expenses described in the Registration Statement. The Information Circular for each Fund will also disclose the trading hours of the Shares of such Fund and the applicable NAV Calculation Time for the Shares. See id. 30 17 CFR 240.10A–3. 31 See notes 11 and 12, supra. VerDate Sep<11>2014 15:27 Aug 26, 2016 Jkt 238001 liquidity if, through a change in values, net assets, or other circumstances, more than 15% of such Fund’s net assets are held in illiquid assets. Illiquid assets include securities subject to contractual or other restrictions on resale and other instruments that lack readily available markets as determined in accordance with Commission staff guidance. (11) A minimum of 100,000 Shares will be outstanding at the commencement of trading on the Exchange.32 (12) All statements and representations made in this filing regarding (a) the description of the portfolios, (b) limitations on portfolio holdings or reference assets, or (c) the applicability of Exchange rules and surveillance procedures 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 Funds to comply with the continued listing requirements, and, pursuant to its obligations under Section 19(g)(1) of the Exchange Act, the Exchange will monitor for compliance with the continued listing requirements. If a Fund is not in compliance with the applicable listing requirements, the Exchange will commence delisting procedures under the Nasdaq 5800 Series.33 This approval order is based on all of the Exchange’s representations, including those set forth above and in the Notice. For the reasons discussed above, the Commission finds that the proposed rule change, as modified by Amendment No. 1, is consistent with the requirements of the Exchange Act.34 IV. Conclusion IT IS THEREFORE ORDERED, pursuant to Section 19(b)(2) of the Exchange Act,35 that the proposed rule change (SR–NASDAQ–2016–071), as modified by Amendment No. 1 thereto, be, and it hereby is, approved. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.36 Robert W. Errett, Deputy Secretary. [FR Doc. 2016–20573 Filed 8–26–16; 8:45 am] BILLING CODE 8011–01–P 32 See id. at 34411. id. at 34412. 34 The Commission notes that the comment letter, supra note 5, does not raise any specific concerns about whether any aspect of the proposed rule change is inconsistent with the Exchange Act. 35 15 U.S.C. 78s(b)(2). 36 17 CFR 200.30–3(a)(12). 33 See PO 00000 Frm 00079 Fmt 4703 Sfmt 4703 SECURITIES AND EXCHANGE COMMISSION [Release No. 34–78653; File No. SR– BatsBZX–2016–30] Self-Regulatory Organizations; Bats BZX Exchange, Inc.; Notice of Designation of a Longer Period for Commission Action on Proposed Rule Change to BZX Rule 14.11(e)(4), Commodity-Based Trust Shares, To List and Trade Winklevoss Bitcoin Shares Issued by the Winklevoss Bitcoin Trust August 23, 2016. On June 30, 2016, Bats BZX Exchange, Inc. (‘‘BZX’’) 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 list and trade Winklevoss Bitcoin Shares issued by the Winklevoss Bitcoin Trust under BZX Rule 14.11(e)(4). The proposed rule change was published for comment in the Federal Register on July 14, 2016.3 The Commission has received five comment letters on the proposed rule change.4 Section 19(b)(2) of the Act 5 provides that, within 45 days of the publication of notice of the filing of a proposed rule change, or within such longer period up to 90 days as the Commission may designate if it finds such longer period to be appropriate and publishes its reasons for so finding or as to which the self-regulatory organization consents, the Commission shall either approve the proposed rule change, disapprove the proposed rule change, or institute proceedings to determine whether the proposed rule change should be disapproved. The Commission is extending this 45-day time period. The Commission finds that it is appropriate to designate a longer period within which to take action on the proposed rule change so that it has sufficient time to consider the proposed rule change. Accordingly, the Commission, pursuant to Section 19(b)(2) of the Act,6 1 15 U.S.C. 78s(b)(1). CFR 240.19b–4. 3 See Securities Exchange Act Release No. 78262 (Jul. 8, 2016), 81 FR 45554. 4 See Letters from Robert D. Miller, VP Technical Services, RKL eSolutions (Jul. 11, 2016); Jorge Stolfi, Full Professor, Institute of Computing UNICAMP (Jul. 13, 2016); Guillaume Lethuillier (Jul. 26, 2016); Michael B. Casey (Jul. 31, 2016); and Erik A. Aronesty, Sr. Software Engineer, Bloomberg LP (Aug. 2, 2016). All comments on the proposed rule change are available on the Commission’s Web site at: https://www.sec.gov/comments/sr-batsbzx2016-30/batsbzx201630.shtml. 5 15 U.S.C. 78s(b)(2). 6 Id. 2 17 E:\FR\FM\29AUN1.SGM 29AUN1

Agencies

[Federal Register Volume 81, Number 167 (Monday, August 29, 2016)]
[Notices]
[Pages 59253-59256]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2016-20573]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-78642; File No. SR-NASDAQ-2016-071]


Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Order 
Approving a Proposed Rule Change, as Modified by Amendment No. 1, To 
List and Trade Shares of the First Trust CEF Income Opportunity ETF and 
the First Trust Municipal CEF Income Opportunity ETF

August 23, 2016.

I. Introduction

    On May 10, 2016, 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 (``Exchange Act''),\1\ and Rule 19b-4 
thereunder,\2\ a proposed rule change to list and trade shares 
(``Shares'') of the First Trust CEF Income Opportunity ETF (``CEF 
Income Opportunity Fund'') and First Trust Municipal CEF Income 
Opportunity ETF (``Municipal CEF Income Opportunity Fund'' and 
collectively, ``Funds'') under Nasdaq Rule 5735. On May 20, 2016, the 
Exchange submitted Amendment No. 1 to the proposed rule change.\3\ The 
Commission published notice of the proposed rule change, as

[[Page 59254]]

modified by Amendment No. 1, in the Federal Register on May 31, 
2016.\4\ The Commission received one comment letter on the proposed 
rule change.\5\ This order approves the proposed rule change, as 
modified by Amendment No. 1.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ Amendment No. 1 is available at https://www.sec.gov/comments/sr-nasdaq-2016-71/nasdaq2016071-2.pdf.
    \4\ See Securities Exchange Act Release No. 77895 (May 24, 
2016), 81 FR 34407 (NASDAQ-2016-071) (``Notice'').
    \5\ See letter from Stephanie Price, dated May 31, 2016. Because 
the comment is not directly relevant to the proposed rule change, 
the Commission does not address the comment herein.
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II. The Exchange's Description of the Proposal \6\
---------------------------------------------------------------------------

    \6\ Additional information regarding the Fund, the Shares, and 
the Trust (as defined herein), including investment strategies, 
investment restrictions, risks, creation and redemption procedures, 
fees, portfolio holdings, disclosure policies, calculation of net 
asset value (``NAV''), distributions, and taxes, among other things, 
can be found in the Notice and the Registration Statement, as 
applicable. See Notice, supra note 4, and Registration Statement, 
infra note 7.
---------------------------------------------------------------------------

    The Exchange proposes to list and trade the Shares under Nasdaq 
Rule 5735, which governs the listing and trading of Managed Fund Shares 
on the Exchange. The Shares will be offered by First Trust Exchange-
Traded Fund VIII (``Trust''), which was established as a Massachusetts 
business trust on February 22, 2016.\7\ The investment advisor to the 
Funds will be First Trust Advisors L.P. (``Adviser'').\8\ The 
Distributor will be the principal underwriter and distributor of the 
Shares. The Bank of New York Mellon Corporation will act as the 
administrator, accounting agent, custodian and transfer agent to the 
Funds.
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    \7\ The Trust is registered with the Commission as an investment 
company and has filed a registration statement on Form N-1A 
(``Registration Statement'') with the Commission. See Registration 
Statement on Form N-1A for the Trust, dated March 14, 2016 (File 
Nos. 333-210186 and 811-23147). In addition, the Exchange states 
that the Commission has issued an order, upon which the Trust may 
rely, granting certain exemptive relief under the 1940 Act. See 
Investment Company Act Release No. 28468 (October 27, 2008) (File 
No. 812-13477).
    \8\ The Adviser is not a broker-dealer, but it is affiliated 
with First Trust Portfolios L.P. (``Distributor''), a broker-dealer, 
and has implemented and will maintain a fire wall with respect to 
its broker-dealer affiliate regarding access to information 
concerning the composition and/or changes to a portfolio. The Funds 
do not currently intend to use a sub-adviser. In the event (a) the 
Adviser or any sub-adviser registers as a broker-dealer, or becomes 
newly affiliated with a broker-dealer, or (b) any new adviser or 
sub-adviser is a registered broker-dealer or becomes affiliated with 
another broker-dealer, it will implement and will maintain a fire 
wall with respect to its relevant personnel and/or such broker-
dealer affiliate, as applicable, regarding access to information 
concerning the composition and/or changes to a portfolio and will be 
subject to procedures designed to prevent the use and dissemination 
of material non-public information regarding such portfolio. In 
addition, personnel who make decisions on each Fund's portfolio 
composition will be subject to procedures designed to prevent the 
use and dissemination of material non-public information regarding 
such Fund's portfolio.
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Principal Investments of the Funds

    The investment objective of the CEF Income Opportunity Fund will be 
to seek to provide current income with a secondary emphasis on total 
return. Under normal market conditions,\9\ the CEF Income Opportunity 
Fund will seek to achieve its investment objective by investing at 
least 80% of its net assets in closed-end funds.\10\
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    \9\ The term ``under normal market conditions'' includes, but is 
not limited to, the absence of adverse market, economic, political, 
or other conditions, including extreme volatility or trading halts 
in the securities markets or the financial markets generally; 
operational issues causing dissemination of inaccurate market 
information; or force majeure type events such as systems failure, 
natural or man-made disaster, act of God, armed conflict, act of 
terrorism, riot or labor disruption or any similar intervening 
circumstance.
    \10\ The closed-end funds in which each Fund invests (``Closed-
End Funds'') will be registered under the 1940 Act and listed and 
traded in the U.S. on registered exchanges.
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    The investment objective of the Municipal CEF Income Opportunity 
Fund will be to seek to provide current income. Under normal market 
conditions, the Municipal CEF Income Opportunity Fund will seek to 
achieve its investment objective by investing at least 80% of its net 
assets (including investment borrowings) in a portfolio of municipal 
closed-end funds.

Non-Principal Investments for Each Fund

    While under normal market conditions each Fund will invest at least 
80% of its net assets as described above, each Fund may invest (in the 
aggregate) up to 20% of its net assets in the following securities and 
instruments.
    Each Fund may invest in exchange-traded funds (``ETFs'') \11\ and 
exchange-traded notes (``ETNs'').\12\
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    \11\ ETFs held by either Fund will be listed and traded on a 
national securities exchange. Each Fund may invest in inverse ETFs; 
neither Fund will invest in leveraged or inverse leveraged (e.g., 2X 
or -3X) ETFs. See Notice, supra note 4, 81 FR 34409, n.10.
    \12\ The Exchange represents that while the Funds may invest in 
inverse ETNs, the Funds will not invest in leveraged or inverse 
leveraged (e.g., 2X or -3X) ETNs. See id. at 34409, n.11.
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    Each Fund may invest in money market mutual funds that will be 
investment companies registered under the 1940 Act.
    Each Fund may hold cash or invest in the following short-term debt 
instruments: \13\ (1) Fixed rate and floating rate U.S. government 
securities, including bills, notes and bonds differing as to maturity 
and rates of interest, which are either issued or guaranteed by the 
U.S. Treasury or by U.S. government agencies or instrumentalities; (2) 
certificates of deposit issued against funds deposited in a bank or 
savings and loan association; (3) bankers' acceptances, which are 
short-term credit instruments used to finance commercial transactions; 
(4) repurchase agreements,\14\ which involve purchases of debt 
securities; (5) bank time deposits, which are monies kept on deposit 
with banks or savings and loan associations for a stated period of time 
at a fixed rate of interest; and (6) commercial paper, which is short-
term unsecured promissory notes.\15\
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    \13\ The Exchange represents that these short-term debt 
instruments will be issued by issuers having a long-term debt rating 
of at least BBB-/Baa3 by Standard & Poor's Ratings Services, a 
Division of The McGraw-Hill Companies, Inc., Moody's Investors 
Service, Inc. or Fitch Ratings and will have a maturity of one year 
or less. See id. at 34409, n.12.
    \14\ The Exchange states that each Fund intends to enter into 
repurchase agreements only with financial institutions and dealers 
believed by the Adviser to present minimal credit risks in 
accordance with criteria approved by the Board of Trustees of the 
Trust. The Adviser will review and monitor the creditworthiness of 
such institutions. The Adviser will monitor the value of the 
collateral at the time the transaction is entered into and at all 
times during the term of the repurchase agreement. See id. at 34409, 
n.13.
    \15\ The Exchange represents that each Fund may only invest in 
commercial paper rated A-1 or higher by S&P Ratings, Prime-1 or 
higher by Moody's or F1 or higher by Fitch. See id. at 34409, n.14.
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III. Discussion and Commission Findings

    After careful review, the Commission finds that the Exchange's 
proposal to list and trade the Shares is consistent with the Exchange 
Act and the rules and regulations thereunder applicable to a national 
securities exchange.\16\ In particular, the Commission finds that the 
proposed rule change, as modified by Amendment No. 1, is consistent 
with Section 6(b)(5) of the Exchange Act,\17\ which requires, among 
other things, that the Exchange's rules be designed to prevent 
fraudulent and manipulative acts and practices, to promote just and 
equitable principles of trade, to remove impediments to and perfect the 
mechanism of a free and open market and a national market system, and, 
in general, to protect investors and the public interest. The 
Commission also finds that the proposal to list and trade the Shares on 
the Exchange is consistent with Section 11A(a)(1)(C)(iii) of the

[[Page 59255]]

Exchange Act,\18\ which sets forth Congress's finding that it is in the 
public interest and appropriate for the protection of investors and the 
maintenance of fair and orderly markets to assure the availability to 
brokers, dealers, and investors of information with respect to 
quotations for and transactions in securities.
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    \16\ 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).
    \17\ 15 U.S.C. 78f(b)(5).
    \18\ 15 U.S.C. 78k-1(a)(1)(C)(iii).
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    The Commission believes that the proposal to list and trade the 
Shares is reasonably designed to promote fair disclosure of information 
that may be necessary to price the Shares appropriately and to prevent 
trading when a reasonable degree of transparency cannot be assured. As 
stated in the Notice, the Exchange will obtain a representation from 
the issuer of the Shares that the NAV per Share will be calculated 
daily and that the NAV and the Disclosed Portfolio will be made 
available to all market participants at the same time. According to the 
Exchange, quotation and last-sale information for the Shares will be 
available via Nasdaq proprietary quote and trade services, as well as 
in accordance with the Unlisted Trading Privileges and the Consolidated 
Tape Association (``CTA'') plans for the Shares. Quotation and last-
sale information for the Closed-End Funds, ETFs, and ETNs will be 
available from the exchanges on which they are traded as well as in 
accordance with any applicable CTA plans. Pricing information for 
short-term U.S. government securities, commercial paper, bankers' 
acceptances, repurchase agreements, bank time deposits, and 
certificates of deposit will be available from major broker-dealer 
firms and/or major market data vendors or pricing services. Pricing 
information for Closed-End Funds, ETFs, and ETNs will be available from 
the applicable listing exchange (as indicated above) and from major 
market data vendors. Prices for money market mutual funds will be 
available through the applicable fund's Web site or from major market 
data vendors. In addition, for each Fund, an estimated value, defined 
in Exchange Rule 5735(c)(3) as the ``Intraday Indicative Value,'' that 
reflects an estimated intraday value of the Fund's Disclosed Portfolio, 
will be disseminated. Moreover, the Intraday Indicative Value, 
available on the NASDAQ OMX Information LLC proprietary index data 
service,\19\ will be based upon the current value for the components of 
the Disclosed Portfolio and will be updated and widely disseminated by 
one or more major market data vendors and broadly displayed at least 
every 15 seconds during the Regular Market Session.\20\
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    \19\ The Exchange states that the NASDAQ OMX Global Index Data 
Service (``GIDS'') is the Nasdaq global index data feed service, 
offering real-time updates, daily summary messages, and access to 
widely followed indexes and Intraday Indicative Values for ETFs. See 
Notice, supra note 4, 81 FR at 34411, n.25.
    \20\ The Exchange states that premiums and discounts between the 
Intraday Indicative Value and the market price may occur, but that 
the dissemination of the Intraday Indicative Value, together with 
the Disclosed Portfolio, will allow investors to determine the value 
of the underlying portfolio of a Fund on a daily basis and will 
provide a close estimate of that value throughout the trading day. 
See id. at 34411.
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    Nasdaq will halt trading in the Shares under the conditions 
specified in Nasdaq Rules 4120 and 4121, including the trading pauses 
under Nasdaq Rules 4120(a)(11) and (12). Trading may be halted because 
of market conditions or for reasons that, in the view of the Exchange, 
make trading in the Shares inadvisable.\21\ Trading in the Shares also 
will be subject to Rule 5735(d)(2)(D), which sets forth circumstances 
under which trading in the Shares may be halted.\22\
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    \21\ These may include: (1) The extent to which trading is not 
occurring in the securities and/or the other assets constituting the 
Disclosed Portfolio of a Fund; or (2) whether other unusual 
conditions or circumstances detrimental to the maintenance of a fair 
and orderly market are present.
    \22\ The Exchange represents that it deems the Shares to be 
equity securities, thus rendering trading in the Shares subject to 
Nasdaq's existing rules governing the trading of equity securities. 
See id. at 34411.
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    The Exchange represents that it has a general policy prohibiting 
the distribution of material, non-public information by its 
employees.\23\ Nasdaq Rule 5735(g) further requires that personnel who 
make decisions on the open-end 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. The Exchange states that the Adviser is not a broker-dealer, 
but it is affiliated with the Distributor, a broker-dealer, and has 
implemented and will maintain a fire wall with respect to its broker-
dealer affiliate regarding access to information concerning the 
composition and/or changes to a portfolio. In the event (a) the Adviser 
or any sub-adviser registers as a broker-dealer, or becomes newly 
affiliated with a broker-dealer, or (b) any new adviser or sub-adviser 
is a registered broker-dealer or becomes affiliated with another 
broker-dealer, it will implement and will maintain a fire wall with 
respect to its relevant personnel or such broker-dealer affiliate, as 
applicable, regarding access to information concerning the composition 
and/or changes to a portfolio and will be subject to procedures 
designed to prevent the use and dissemination of material non-public 
information regarding such portfolio. In addition, personnel who make 
decisions on each Fund's portfolio composition will be subject to 
procedures designed to prevent the use and dissemination of material 
non-public information regarding such Fund's portfolio.\24\
---------------------------------------------------------------------------

    \23\ See id. at 34412.
    \24\ See supra, note 8.
---------------------------------------------------------------------------

    In support of this proposal, the Exchange has made the following 
representations:
    (1) The Shares will conform to the initial and continued listing 
criteria under NASDAQ Rule 5735.\25\
---------------------------------------------------------------------------

    \25\ See Notice, supra note 4, 81 FR at 34412.
---------------------------------------------------------------------------

    (2) Trading in the Shares will be subject to the existing trading 
surveillances, administered by both Nasdaq and also the Financial 
Industry Regulatory Authority (``FINRA'') on behalf of the Exchange, 
and these procedures are adequate to properly monitor Exchange trading 
of the Shares in all trading sessions and to deter and detect 
violations of Exchange rules and applicable federal securities 
laws.\26\
---------------------------------------------------------------------------

    \26\ See id. at 34411-12. FINRA surveils trading on the Exchange 
pursuant to a regulatory services agreement. The Exchange is 
responsible for FINRA's performance under this regulatory services 
agreement. See id. at 34412, n.27.
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    (3) FINRA, on behalf of the Exchange, will communicate as needed 
regarding trading in the Shares and the Closed-End Funds, ETFs, and 
ETNs held by the Funds with other markets and other entities that are 
members of the Intermarket Surveillance Group (``ISG''), and FINRA may 
obtain trading information regarding trading in the Shares and such 
securities held by the Funds from such markets and other entities. In 
addition, the Exchange may obtain information regarding trading in the 
Shares and the Closed-End Funds, ETFs, and ETNs held by the Funds from 
markets and other entities that are members of ISG, which includes 
securities 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 Funds 
reported to FINRA's Trade Reporting and Compliance Engine.\27\
---------------------------------------------------------------------------

    \27\ See id. at 34412.
---------------------------------------------------------------------------

    (4) The Closed-End Funds, ETFs, and ETNs held by the Funds will 
trade in markets that are members of ISG or are

[[Page 59256]]

parties to a comprehensive surveillance sharing agreement with the 
Exchange.\28\
---------------------------------------------------------------------------

    \28\ See Notice, supra note 4.
---------------------------------------------------------------------------

    (5) Prior to the commencement of trading, 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 for each Fund will discuss the following: (1) The 
procedures for purchases and redemptions of Shares in Creation Units 
(and that Shares are not individually redeemable); (2) Nasdaq Rule 
2111A, which imposes suitability obligations on Nasdaq members with 
respect to recommending transactions in the Shares to customers; (3) 
how information regarding the Intraday Indicative Value and the 
Disclosed Portfolio is disseminated; (4) the risks involved in trading 
the Shares during the Pre Market and Post Market Sessions when an 
updated Intraday Indicative Value will not be calculated or publicly 
disseminated; (5) the requirement that members deliver a prospectus to 
investors purchasing newly issued Shares prior to or concurrently with 
the confirmation of a transaction; and (6) trading information. The 
Information Circular will also discuss any exemptive, no-action and 
interpretive relief granted by the Commission from any rules under the 
Exchange Act.\29\
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    \29\ Additionally, the Information Circular for each Fund will 
reference that such Fund is subject to various fees and expenses 
described in the Registration Statement. The Information Circular 
for each Fund will also disclose the trading hours of the Shares of 
such Fund and the applicable NAV Calculation Time for the Shares. 
See id.
---------------------------------------------------------------------------

    (6) For initial and continued listing, each Fund must be in 
compliance with Rule 10A-3 under the Exchange Act.\30\
---------------------------------------------------------------------------

    \30\ 17 CFR 240.10A-3.
---------------------------------------------------------------------------

    (7) Shares of Closed-End Funds, ETFs, and ETNs held by a Fund will 
trade in markets that are members of ISG or are parties to a 
comprehensive surveillance sharing agreement with the Exchange.
    (8) The Funds will not invest in derivative instruments.
    (9) While the Funds may invest in inverse ETFs and ETNs, the Funds 
will not invest in leveraged or inverse leveraged ETFs or ETNs.\31\
---------------------------------------------------------------------------

    \31\ See notes 11 and 12, supra.
---------------------------------------------------------------------------

    (10) Each Fund may hold up to an aggregate amount of 15% of its net 
assets in illiquid assets (calculated at the time of investment), 
deemed illiquid by the Adviser. Each Fund will monitor its portfolio 
liquidity on an ongoing basis to determine whether, in light of current 
circumstances, an adequate level of liquidity is being maintained, and 
will consider taking appropriate steps in order to maintain adequate 
liquidity if, through a change in values, net assets, or other 
circumstances, more than 15% of such Fund's net assets are held in 
illiquid assets. Illiquid assets include securities subject to 
contractual or other restrictions on resale and other instruments that 
lack readily available markets as determined in accordance with 
Commission staff guidance.
    (11) A minimum of 100,000 Shares will be outstanding at the 
commencement of trading on the Exchange.\32\
---------------------------------------------------------------------------

    \32\ See id. at 34411.
---------------------------------------------------------------------------

    (12) All statements and representations made in this filing 
regarding (a) the description of the portfolios, (b) limitations on 
portfolio holdings or reference assets, or (c) the applicability of 
Exchange rules and surveillance procedures 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 Funds to comply with the 
continued listing requirements, and, pursuant to its obligations under 
Section 19(g)(1) of the Exchange Act, the Exchange will monitor for 
compliance with the continued listing requirements. If a Fund is not in 
compliance with the applicable listing requirements, the Exchange will 
commence delisting procedures under the Nasdaq 5800 Series.\33\
---------------------------------------------------------------------------

    \33\ See id. at 34412.

This approval order is based on all of the Exchange's representations, 
---------------------------------------------------------------------------
including those set forth above and in the Notice.

    For the reasons discussed above, the Commission finds that the 
proposed rule change, as modified by Amendment No. 1, is consistent 
with the requirements of the Exchange Act.\34\
---------------------------------------------------------------------------

    \34\ The Commission notes that the comment letter, supra note 5, 
does not raise any specific concerns about whether any aspect of the 
proposed rule change is inconsistent with the Exchange Act.
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IV. Conclusion

    IT IS THEREFORE ORDERED, pursuant to Section 19(b)(2) of the 
Exchange Act,\35\ that the proposed rule change (SR-NASDAQ-2016-071), 
as modified by Amendment No. 1 thereto, be, and it hereby is, approved.
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    \35\ 15 U.S.C. 78s(b)(2).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\36\
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    \36\ 17 CFR 200.30-3(a)(12).
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Robert W. Errett,
Deputy Secretary.
[FR Doc. 2016-20573 Filed 8-26-16; 8:45 am]
 BILLING CODE 8011-01-P