Voglio sapere a riguardo di…

49358

Federal Register / Vol. 86, No. 168 / Thursday, September 2, 2021 / Notices
the most significant aspects of such statements.
A. Self-Regulatory Organizations Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 1. Purpose
lotter on DSK11XQN23PROD with NOTICES1

The Exchange proposes to amend Nasdaq Rule 5750 Proxy Portfolio Shares 3 to provide for the use of Custom Baskets consistent with the exemptive relief issued pursuant to the Investment Company Act of 1940 4
applicable to a series of Proxy Portfolio Shares.
To effectuate this change, the Exchange proposes the following amendments to Nasdaq Rule 5750:
First, the proposed rule change adopts new subparagraph c6 under Nasdaq Rule 5750 Definitions, which defines Custom Basket, for the purposes of Nasdaq Rule 5750, to mean a portfolio of securities that is different from the Proxy Basket and is otherwise consistent with the exemptive relief issued pursuant to the Investment Company Act of 1940 applicable to a series of Proxy Portfolio Shares. The proposed rule change makes conforming amendments to the definition of Proxy Portfolio Shares in Nasdaq Rule 5750c1 and Reporting Authority in Nasdaq Rule 5750c3. The proposed rule change amends the definition of Proxy Portfolio Share in Nasdaq Rule 5750c1 to provide for creations of shares in return for a deposit by the purchaser of, and redemptions of shares at a holders request in return for, a Custom Basket rather than a Proxy Basket to the extent permitted by a funds exemptive relief.
In addition, the proposed rule change amends the definition of Reporting Authority in respect of a particular series of Proxy Portfolio Shares in Nasdaq Rule 5750c3 to provide for 3 Nasdaq Rule 5750 defines the term Proxy Portfolio Share as a security that: A Represents an interest in an investment company registered under the Investment Company Act of 1940
Investment Company organized as an openend management investment company, that invests in a portfolio of securities selected by the Investment Companys investment adviser consistent with the Investment Companys investment objectives and policies; B is issued in a specified aggregate minimum number in return for a deposit of a specified Proxy Basket and/or a cash amount with a value equal to the next determined net asset value; C when aggregated in the same specified minimum number, may be redeemed at a holders request, which holder will be paid specified Proxy Basket and/or a cash amount with a value equal to the next determined net asset value; and D the portfolio holdings for which are disclosed within at least 60 days following the end of every fiscal quarter.
4 15 U.S.C. 80a et seq.

VerDate Sep<11>2014

17:33 Sep 01, 2021

Jkt 253001

Custom Baskets to the extent permitted by a funds exemptive relief. Currently, Reporting Authority in respect of a particular series of Proxy Portfolio Shares means the Exchange, an institution, or a reporting service designated by the Exchange or by the exchange that lists a particular series of Proxy Portfolio Shares if the Exchange is trading such series pursuant to unlisted trading privileges as the official source for calculating and reporting information relating to such series, including, but not limited to, the Proxy Basket; the Fund Portfolio; the amount of any cash distribution to holders of Proxy Portfolio Shares, net asset value, or other information relating to the issuance, redemption or trading of Proxy Portfolio Shares. Nasdaq Rule 5750c3 further provides that a series of Proxy Portfolio Shares may have more than one Reporting Authority, each having different functions. The proposed rule change adds Custom Basket to the non-exclusive list of information relating to Proxy Portfolio Shares that a Reporting Authority calculates and reports, i.e., including, but not limited to, the Proxy Basket; the Fund Portfolio; the amount of any cash distribution to holders of Proxy Portfolio Shares, net asset value, or other information relating to the issuance, redemption or trading of Proxy Portfolio Shares.
Second, the proposed rule change amends Nasdaq Rule 5750d Initial and Continued Listing, which currently provides criteria that Proxy Portfolio Shares must satisfy for initial and continued listing on the Exchange, to incorporate specific initial and continued listing criteria for Custom Baskets. Specifically, Nasdaq Rule 5750d1B currently provides that the Exchange will obtain a representation from the issuer of each series of Proxy Portfolio Shares that the net asset value per share for the series will be calculated daily and that each of the following will be made available to all market participants at the same time when disclosed: The net asset value, the Proxy Basket, and the Fund Portfolio.
The proposed rule change adopts an additional requirement in Nasdaq Rule 5750d1B providing that the Exchange will also obtain a representation from the issuer of each series of Proxy Portfolio Shares that the issuer and any person acting on behalf of the series of Proxy Portfolio Shares will comply with Regulation Fair Disclosure under the Act, including with respect to any Custom Basket.5
5 17 CFR 243.100243.103. Regulation Fair Disclosure provides that whenever an issuer, or any
PO 00000

Frm 00072

Fmt 4703

Sfmt 4703

Third, the proposed Rule change amends Nasdaq Rule 5750d2A, which currently provides that, with respect to each Proxy Basket, that it will be publicly disseminated at least once daily and will be made available to all market participants at the same time.
Nasdaq Rule 5750d2A will be amended to provide that, with respect to each Custom Basket utilized by a series of Proxy Portfolio Shares, each business day, before the opening of trading in the regular market session, the investment company shall make publicly available on its website the composition of any Custom Basket transacted on the previous business day, except a Custom Basket that differs from the applicable Proxy Basket only with respect to cash.
The proposed rule change also makes conforming amendments to Nasdaq Rule 5750b5 and 6. In particular, Nasdaq Rule 5750b5 currently provides that, if the investment adviser to the Investment Company issuing Proxy Portfolio Shares is registered as a broker-dealer or is affiliated with a broker-dealer, such investment adviser will erect and maintain a fire wall between the investment adviser and personnel of the broker-dealer or brokerdealer affiliate, as applicable, with respect to access to information concerning the composition of and/or changes to the Fund Portfolio and/or the Proxy Basket. Any person related to the investment adviser or Investment Company who makes decisions pertaining to the Investment Companys Fund Portfolio and/or the Proxy Basket or has access to nonpublic information regarding the Fund Portfolio and/or the Proxy Basket or changes thereto must be subject to procedures designed to prevent the use and dissemination of material nonpublic information regarding the Fund Portfolio and/or the Proxy Basket or changes thereto. The proposed rule change amends Nasdaq Rule 5750b5 to provide for Custom Baskets to the extent permitted by a funds exemptive relief. As proposed, Nasdaq Rule 5750b5 provides that if the investment adviser to the Investment Company issuing Proxy Portfolio Shares is registered as a broker-dealer or is affiliated with a broker-dealer, such investment adviser will erect and maintain a fire wall between the investment adviser and personnel of the broker-dealer or brokerperson acting on its behalf, discloses material nonpublic information regarding that issuer or its securities to certain individuals or entities generally, securities market professionals, such as stock analysts, or holders of the issuers securities who may well trade on the basis of the informationthe issuer must make public disclosure of that information.

E:FRFM02SEN1.SGM

02SEN1