[Federal Register Volume 80, Number 143 (Monday, July 27, 2015)]
[Notices]
[Pages 44406-44410]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2015-18275]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-75499; File No. SR-NASDAQ-2015-036]
Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Order
Granting Approval of Proposed Rule Change, as Modified by Amendments
Nos. 1 and 2 Thereto, Relating to the Listing and Trading of the Shares
of 18 Eaton Vance NextShares ETMFs of Either the Eaton Vance ETMF Trust
or the Eaton Vance ETMF Trust II
July 21, 2015.
I. Introduction
On April 10, 2015, The NASDAQ Stock Market LLC (``Nasdaq'' or
``Exchange'') filed with the Securities and Exchange Commission
(``Commission''), pursuant to Section 19(b)(1) of the Securities
Exchange Act of 1934 (``Act'') \1\ and Rule 19b-4 thereunder,\2\ a
proposed rule change to list and trade the shares (``Shares'') of the
following 18 exchange-traded managed funds: Eaton Vance Balanced
NextSharesTM; Eaton Vance Global Dividend Income
NextSharesTM; Eaton Vance Growth NextSharesTM;
Eaton Vance Large-Cap Value NextSharesTM; Eaton Vance
Richard Bernstein All Asset Strategy NextSharesTM; Eaton
Vance Richard Bernstein Equity Strategy NextSharesTM; Eaton
Vance Small-Cap
[[Page 44407]]
NextSharesTM; Eaton Vance Stock NextSharesTM;
Parametric Emerging Markets NextSharesTM; Parametric
International Equity NextSharesTM; Eaton Vance Bond
NextSharesTM; Eaton Vance TABS 5-to-15 Year Laddered
Municipal Bond NextSharesTM; Eaton Vance Floating-Rate &
High Income NextSharesTM; Eaton Vance Global Macro Absolute
Return NextSharesTM; Eaton Vance Government Obligations
NextSharesTM; Eaton Vance High Income Opportunities
NextSharesTM; Eaton Vance High Yield Municipal Income
NextSharesTM; and Eaton Vance National Municipal Income
NextSharesTM (individually ``Fund,'' and collectively,
``Funds''). On April 21, 2015, the Exchange filed Amendments Nos. 1 and
2 to the proposal.\3\ The proposed rule change, as modified by
Amendments Nos. 1 and 2 thereto, was published for comment in the
Federal Register on April 29, 2015.\4\ On June 8, 2015, pursuant to
Section 19(b)(2) of the Act,\5\ the Commission designated a longer
period within which to either approve the proposed rule change,
disapprove the proposed rule change, or institute proceedings to
determine whether to disapprove the proposed rule change.\6\ The
Commission received no comments on the proposed rule change. This order
grants approval of the proposed rule change, as modified by Amendments
Nos. 1 and 2 thereto.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
\3\ Amendment No. 1 amended and replaced the proposed rule
change in its entirety. Amendment No. 2 subsequently amended the
proposal to include a new footnote to reflect a Web site reference.
\4\ See Securities Exchange Act Release No. 74797 (Apr. 23,
2015), 80 FR 23831 (``Notice'').
\5\ 15 U.S.C. 78s(b)(2).
\6\ See Securities Exchange Act Release No. 75121, 80 FR 34184
(Jun. 15, 2015). The Commission determined that it was 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 and the comments received. Accordingly, the
Commission designated July 28, 2015 as the date by which it should
approve, disapprove, or institute proceedings to determine whether
to disapprove the proposed rule change.
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II. Description of Proposed Rule Change
The Exchange proposes to list and trade the Shares pursuant to
Nasdaq Rule 5745, which governs the listing and trading of Exchange-
Traded Managed Fund Shares, as defined in Nasdaq Rule 5745(c)(1).\7\
Each Fund is a series of either Eaton Vance ETMF Trust or Eaton Vance
ETMF Trust II (individually ``Trust,'' and collectively,
``Trusts'').\8\ Each Trust is registered with the Commission as an
open-end investment company and has filed a registration statement on
Form N-1A (``Registration Statements'') with the Commission.\9\
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\7\ The Funds would be the first exchange-traded managed funds
to be listed on the Exchange.
\8\ According to the Exchange, the Trusts and affiliates of the
Trusts have obtained exemptive relief under the Investment Company
Act of 1940 (``1940 Act''). See Investment Company Act Release No.
31361 (Dec. 2, 2014) (File No. 812-14139). The Exchange represents
that, in compliance with Nasdaq Rule 5745(b)(5), which applies to
Shares based on an international or global portfolio, the
application for exemptive relief under the 1940 Act states that the
Funds 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.
\9\ See Registration Statements on Form N-1A for the Eaton Vance
NextShares Trust dated April 9, 2015 (File Nos. 333-197733 and 811-
22982) and for the Eaton Vance NextShares Trust II dated April 9,
2015 (File Nos. 333-197734 and 811-22983).
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Eaton Vance Management will be the investment adviser (``Adviser'')
to the Funds. Foreside Fund Services, LLC will be the principal
underwriter and distributor of each Fund's Shares. State Street Bank
and Trust Company will act as the administrator, accounting agent,
custodian, and transfer agent to the Funds. Interactive Data
Corporation will be the intraday indicative value calculator to the
Funds.
The Exchange has made the following representations and statements
in describing the Funds.\10\
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\10\ The Commission notes that additional information regarding
the Trusts, the Funds, and the Shares, including investment
strategies, risks, creation and redemption procedures, calculation
of net asset value (``NAV''), fees, distributions, and taxes, among
other things, can be found in the Notice and Registration
Statements, as applicable. See supra notes 4 and 9, respectively.
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A. Principal Investment Strategies of the Funds
According to the Exchange, each Fund will be actively managed and
will pursue the various principal investment strategies described
below.\11\
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\11\ According to the Exchange, additional information regarding
the Funds also will be available on the public Web site for the
Funds.
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1. Eaton Vance Balanced NextSharesTM
The investment objective of this Fund is to provide current income
and long-term growth of capital. The Fund normally will invest between
50% and 75% of its net assets in equity securities and between 25% and
50% of its net assets in fixed-income securities.
2. Eaton Vance Global Dividend Income NextSharesTM
The investment objective of this Fund is to provide current income
and long-term growth of capital. The Fund normally will invest
primarily in common stocks and, in the adviser's discretion, preferred
stocks of U.S. and foreign companies that pay dividends.
3. Eaton Vance Growth NextSharesTM
The investment objective of this Fund is total return. The Fund
will invest in a broadly diversified selection of equity securities,
seeking companies with above-average growth and financial strength.
Under normal market conditions, the Fund will invest primarily in
large-cap companies.
4. Eaton Vance Large-Cap Value NextSharesTM
The investment objective of this Fund is total return. Under normal
market conditions, the Fund will invest primarily in value stocks of
large-cap companies.
5. Eaton Vance Richard Bernstein All Asset Strategy
NextSharesTM
The investment objective of this Fund is total return. In seeking
its investment objective, the Fund will have flexibility to allocate
its assets in markets around the world and among various asset classes,
including equity, fixed-income, commodity, currency and cash
investments.
6. Eaton Vance Richard Bernstein Equity Strategy
NextSharesTM
The investment objective of this Fund is total return. Under normal
market conditions, the Fund will invest primarily in equity securities
and derivative instruments that provide exposure to equity securities.
7. Eaton Vance Small-Cap NextSharesTM
The investment objective of this Fund is long-term capital
appreciation. The Fund normally will invest primarily in equity
securities of small-cap companies.
8. Eaton Vance Stock NextSharesTM
The investment objective of this Fund is to achieve long-term
capital appreciation by investing in a diversified portfolio of equity
securities. The Fund normally will invest primarily in a diversified
portfolio of common stocks.
9. Parametric Emerging Markets NextSharesTM
The investment objective of this Fund is long-term capital
appreciation. The Fund normally will invest primarily in equity
securities of companies located in emerging market countries.
10. Parametric International Equity NextSharesTM
The investment objective of this Fund is long-term capital
appreciation. The
[[Page 44408]]
Fund normally will invest primarily in companies domiciled in developed
markets outside of the United States, including securities trading in
the form of depositary receipts.
11. Eaton Vance Bond NextSharesTM
The investment objective of this Fund is total return. The Fund
normally will invest primarily in bonds and other fixed and floating-
rate income instruments.
12. Eaton Vance TABS 5-to-15 Year Laddered Municipal Bond
NextSharesTM
The investment objective of this Fund is to provide current income
exempt from regular federal income tax. The Fund normally will invest
primarily in municipal obligations with remaining maturities of between
5 and 15 years, the interest on which is exempt from regular federal
income tax.
13. Eaton Vance Floating-Rate & High Income NextSharesTM
The investment objective of this Fund is to provide a high level of
current income. The Fund normally will invest primarily in a
combination of income-producing floating rate loans and other floating
rate debt securities and high-yield corporate bonds.
14. Eaton Vance Global Macro Absolute Return NextSharesTM
The investment objective of this Fund is total return. The Fund
will seek its investment objective by investing in securities,
derivatives and other instruments to establish long and short
investment exposures around the world.
15. Eaton Vance Government Obligations NextSharesTM
The investment objective of this Fund is to provide a high current
return. The Fund normally will invest primarily in securities issued,
backed or otherwise guaranteed by the U.S. Government, its agencies or
instrumentalities.
16. Eaton Vance High Income Opportunities NextSharesTM
The primary investment objective of this Fund is to provide a high
level of current income. The Fund will seek growth of capital as a
secondary investment objective. The Fund normally will invest primarily
in fixed-income securities, including preferred stocks, senior and
subordinated floating rate loans, and convertible securities.
17. Eaton Vance High Yield Municipal Income NextSharesTM
The investment objective of this Fund is to provide high current
income exempt from regular federal income tax. The Fund normally will
invest primarily in municipal obligations, the interest on which is
exempt from regular federal income tax.
18. Eaton Vance National Municipal Income NextSharesTM
The investment objective of this Fund is to provide current income
exempt from regular federal income tax. The Fund normally will invest
primarily in municipal obligations, the interest on which is exempt
from regular federal income tax.
B. Portfolio Disclosure
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. Funds
may provide more frequent disclosures of portfolio positions at their
discretion.
C. Intraday Indicative Value
For each series of Shares, 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 \12\ when Shares
trade on the Exchange. The Exchange will obtain a representation from
the issuer of the Shares that the Intraday Indicative Value will be
calculated on an intraday basis and provided to Nasdaq for
dissemination via the Nasdaq Global Index Service (``GIDS''). The
Intraday Indicative Value will be based on current information
regarding the value of the securities and other assets held by a
Fund.\13\ The purpose of the Intraday Indicative Value is to enable
investors to estimate the next-determined 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 a Fund, how many Shares should the investor
buy?).\14\
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\12\ See Nasdaq Rule 4120(b)(4) (describing the three trading
sessions on the Exchange: (1) Pre-Market Session from 4 a.m. to 9:30
a.m. E.T.; (2) Regular Market Session from 9:30 a.m. to 4 p.m. or
4:15 p.m. E.T.; and (3) Post-Market Session from 4 p.m. or 4:15 p.m.
to 8 p.m. E.T.).
\13\ The Intraday Indicative Value disseminated throughout each
trading day would be based on the same portfolio as used to
calculate that day's NAV. Funds will reflect purchases and sales of
portfolio positions in their NAV the next business day after trades
are executed.
\14\ Because, 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.
A Fund's Registration Statement, Web site and any advertising or
marketing materials will include prominent disclosure of this fact.
Although Intraday Indicative Values 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.
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D. NAV-Based Trading
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.'' All bids, offers, and execution
prices of Shares will be expressed as a premium/discount (which may be
zero) to the Fund's next-determined NAV (e.g., NAV-$0.01,
NAV+$0.01).\15\ A 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. Nasdaq
represents that all Shares listed on the Exchange will have a unique
identifier associated with their ticker symbols, which will indicate
that the Shares are traded using NAV-Based Trading.
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\15\ According to the Exchange, 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.
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According to the Exchange, 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.\16\ In the systems used to transmit and
process transactions in Shares, a 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 next-determined 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).
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\16\ According to the Exchange, 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 a Fund, the Exchange will
inform its members in an Information Circular of the effect of this
characteristic on existing order types.
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To avoid potential investor confusion, Nasdaq represents that it
will work with
[[Page 44409]]
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. 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
may 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 may 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.
Prior to the commencement of trading in a 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.
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 Act and
the rules and regulations thereunder applicable to a national
securities exchange.\17\ In particular, the Commission finds that the
proposed rule change is consistent with Section 6(b)(5) of the Act,\18\
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 foster cooperation
and coordination with persons engaged in facilitating transactions in
securities, to remove impediments to and perfect the mechanism of a
free and open market and a national market system, and, in general, to
protect investors and the public interest.
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\17\ 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).
\18\ 15 U.S.C. 78f(b)(5).
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The Shares will be subject to Rule 5745, which sets forth the
initial and continued listing criteria applicable to Exchange-Traded
Managed Fund Shares. A minimum of 50,000 Shares and no less than two
creation units of each Fund will be outstanding at the commencement of
trading on the Exchange. The Shares are deemed to be equity securities,
thus rendering trading in the Shares subject to the Exchange's existing
rules governing the trading of equity securities.
Nasdaq represents that trading in the Shares will be subject to the
existing trading surveillances, administered by both Nasdaq and the
Financial Industry Regulatory Authority (``FINRA'') on behalf of the
Exchange, which are designed to detect violations of Exchange rules and
applicable federal securities laws.\19\ The Exchange represents that
its surveillance procedures are adequate to properly monitor Exchange
trading of the Shares and to deter and detect violations of Exchange
rules and applicable federal securities laws. 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'') regarding trading in Shares, and in exchange-traded
securities and instruments held by the Funds (to the extent such
exchange-traded securities and instruments are known through the
publication of the Composition File and periodic public disclosures of
a 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 securities and instruments held by the
Funds (to the extent such exchange-traded securities and instruments
are known through the publication of the Composition File and periodic
public disclosures of a 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.
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\19\ The Exchange states that FINRA surveils trading on the
Exchange pursuant to a regulatory services agreement, and that the
Exchange is responsible for FINRA's performance under this
regulatory services agreement.
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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 will discuss the following: (a) The procedures for purchases
and redemptions of Shares in creation units (and that Shares are not
individually redeemable); (b) Nasdaq Rule 2111A, which imposes
suitability obligations on Nasdaq members with respect to recommending
transactions in the Shares to customers; (c) the dissemination of
information regarding the Intraday Indicative Value and Composition
File; (d) the requirement that members deliver a prospectus to
investors purchasing Shares prior to or concurrently with the
confirmation of a transaction; and (e) information regarding NAV-Based
Trading protocols.
The Information Circular also will identify the specific Nasdaq
data feeds from which intraday Share prices in proxy price format may
be obtained. 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. In addition, 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.
Nasdaq represents that the Adviser is affiliated with a broker-
dealer and has implemented a fire wall with respect to its broker-
dealer affiliate regarding access to information concerning the
composition and/or changes to each Fund's portfolio. In the event (a)
the Adviser registers as a broker-dealer or becomes newly affiliated
with a broker-dealer, or (b) any new adviser or a sub-adviser to a Fund
is a registered broker-dealer or becomes affiliated with a broker-
dealer, the applicable entity will implement a fire wall with respect
to its relevant personnel and/or such broker-dealer affiliate, as the
case may be, 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
non-public information regarding such portfolio.
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 Act,\20\ which sets forth Congress' 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. Information regarding
NAV-based trading prices, best bids and offers for Shares, and volume
of the Shares traded will be continually available on a real-time basis
throughout the day on brokers' computer screens and other electronic
services. All bids and offers for Shares and all Share trade executions
will be
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reported intraday in real time by the Exchange to the Consolidated Tape
and separately disseminated to member firms and market data services
through the Exchange data feeds. Once a Fund's daily NAV has been
calculated and disseminated, 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 \21\ 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.
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\20\ 15 U.S.C. 78k-1(a)(1)(C)(iii).
\21\ According to Nasdaq, File 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.
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Prior to the commencement of market trading in Shares, each Fund
will be required to establish and maintain a public Web site through
which its current prospectus may be downloaded. The Web site will
include 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.
This approval order is based on all of the Exchange's
representations, including those set forth above and in the Notice,\22\
and the Exchange's description of the Funds. The Commission notes that
the Funds and the Shares must comply with the requirements of Nasdaq
Rule 5745 to be listed and traded on the Exchange.
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\22\ See supra note 4.
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For the foregoing reasons, the Commission finds that the proposed
rule change, as modified by Amendments Nos. 1 and 2 thereto, is
consistent with Section 6(b)(5) of the Act \23\ and the rules and
regulations thereunder applicable to a national securities exchange.
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\23\ 15 U.S.C. 78f(b)(5).
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IV. Conclusion
It is therefore ordered, pursuant to Section 19(b)(2) of the
Act,\24\ that the proposed rule change (SR-NASDAQ-2015-036), as
modified by Amendments Nos. 1 and 2 thereto, be, and it hereby is,
approved.
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\24\ 15 U.S.C. 78s(b)(2).
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\25\
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\25\ 17 CFR 200.30-3(a)(12).
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Robert W. Errett,
Deputy Secretary.
[FR Doc. 2015-18275 Filed 7-24-15; 8:45 am]
BILLING CODE 8011-01-P