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Federal Register / Vol. 86, No. 26 / Wednesday, February 10, 2021 / Notices
as set forth in the Exemptive Order and the holdings will be consistent with all requirements in the Exemptive Order.
Any foreign common stocks held by the Fund will be traded on an exchange that is a member of the Intermarket Surveillance Group ISG or with which the Exchange has in place a comprehensive surveillance sharing agreement.
Surveillance The Exchange believes that its surveillance procedures are adequate to properly monitor the trading of Proxy Portfolio Shares on the Exchange during all trading sessions and to deter and detect violations of Exchange rules and the applicable federal securities laws.
Trading of Proxy Portfolio Shares on the Exchange will be subject to the Exchanges surveillance procedures for derivative products. The Exchange will require the issuer of each series of Proxy Portfolio Shares listed on the Exchange to represent to the Exchange that it will advise the Exchange of any failure by the Fund to comply with the continued listing requirements, and, pursuant to its obligations under Section 19g1 of the Exchange Act, the Exchange will surveil for compliance with the continued listing requirements. If the Fund is not in compliance with the applicable listing requirements, the Exchange will commence delisting procedures under the Nasdaq 5800
Series. In addition, the Exchange also has a general policy prohibiting the distribution of material, non-public information by its employees.
The Adviser will upon request make available to the Exchange and/or Financial Industry Regulatory Authority FINRA, on behalf of the Exchange, the daily Fund Portfolio of each series of Proxy Portfolio Shares. The Exchange believes that this is appropriate because it will provide the Exchange or FINRA, on behalf of the Exchange, with access to the daily Fund Portfolio of any series of Proxy Portfolio Shares upon request on an as needed basis. The Exchange believes that the ability to access the information on an as needed basis will provide it with sufficient information to perform the necessary regulatory functions associated with listing and trading series of Proxy Portfolio Shares on the Exchange, including the ability to monitor compliance with the initial and continued listing requirements as well as the ability to surveil for manipulation of the Shares.
Trading Halts With respect to trading halts, the Exchange may consider all relevant factors in exercising its discretion to
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halt or suspend trading in the Shares of the Fund. Nasdaq will halt trading in the Shares under the conditions specified in Nasdaq Rules 4120 and 4121, including the trading pauses under Nasdaq Rules 4120a11 and 12.
Trading may be halted because of market conditions or for reasons that, in the view of the Exchange, make trading in the Proxy Portfolio Shares inadvisable. These may include: 1 The extent to which trading is not occurring in the securities and/or the financial instruments composing the Proxy Basket or Fund Portfolio; or 2 whether other unusual conditions or circumstances detrimental to the maintenance of a fair and orderly market are present. Trading in the Proxy Portfolio Shares also will be subject to Rule 5750d2D, which sets forth circumstances under which a series of Proxy Portfolio Shares may be halted.
Trading Rules Nasdaq deems the Shares to be equity securities, thus rendering trading in the Shares subject to Nasdaqs existing rules governing the trading of equity securities. Nasdaq will allow trading in the Shares from 4:00 a.m. until 8:00
p.m., Eastern Time. The Exchange has appropriate rules to facilitate transactions in the Shares during all trading sessions. As provided in Nasdaq Rule 5750b3, the minimum price variation for quoting and entry of orders in Proxy Portfolio Shares traded on the Exchange is $0.01.
Availability of Information Form NPORT requires reporting of a funds complete portfolio holdings on a position-by-position basis on a quarterly basis within 60 days after fiscal quarter end. Investors can obtain a funds Statement of Additional Information, its Shareholder Reports, its Form NCSR, filed twice a year, and its Form NCEN, filed annually. A funds SAI and Shareholder Reports are available for free upon request from the Investment Company, and those documents and the Form NPORT, Form NCSR, and Form NCEN may be viewed on-screen or downloaded from the Commissions website at www.sec.gov. The Exchange also notes that the Exemptive Order provides that an issuer will comply with Regulation Fair Disclosure, which prohibits selective disclosure of any material non-public information, which otherwise does not apply to issuers of Proxy Portfolio Shares. Information regarding market price and trading volume of the Shares will be continually available on a real-time basis throughout the day on brokers computer screens
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and other electronic services.
Information regarding the previous days closing price and trading volume information for the Shares will be published daily in the financial section of newspapers.
Proxy Basket for the Proposed Fund For the Fund, the Proxy Basket will consist of all of the Funds portfolio holdings but will be weighted differently, subject to a minimum weightings overlap of 90% with the Funds Portfolio at the beginning of each business day. Intraday pricing information for all constituents of the Proxy Basket that are exchange-traded, which includes all eligible instruments except cash and cash equivalents, will be available on the exchanges on which they are traded and through subscription services. Intraday pricing information for cash equivalents will be available through subscription services and/or pricing services. The Exchange notes that the Funds net asset value NAV will form the basis for creations and redemptions for the Fund and creations and redemptions will work in a manner substantively identical to that of series of Managed Fund Shares.13 The Adviser expects that the Shares of the Fund will generally be created and redeemed in-kind, with limited exceptions. The names and quantities of the instruments that constitute the basket of securities for creations and redemptions will be the same as the Funds Proxy Basket, except to the extent purchases and redemptions are made entirely or in part on a cash basis. In the event that the value of the Proxy Basket is not the same as the Funds NAV, the creation and redemption baskets will consist of the securities included in the Proxy Basket plus or minus an amount of cash equal to the difference between the NAV and the value of the Proxy Basket, as further described below.
The Proxy Basket will be constructed utilizing a proprietary algorithmic process that will be applied to the Fund Portfolio on a daily basis. The Proxy Basket will be publicly available on the Fund website before the commencement of trading in Fund Shares on each business day. The Proxy Basket will contain all of the names of the securities in the Fund Portfolio, and only the securities that are in the Fund Portfolio and also could contain cash to represent the Fund Portfolios holdings of cash. The Proxy Basket will have a minimum overlap of 90% with the Fund Portfolio at the beginning of each business day, with the precise 13 See
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Nasdaq Rule 5735.

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