[Federal Register Volume 81, Number 151 (Friday, August 5, 2016)]
[Notices]
[Pages 51946-51947]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2016-18569]



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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-78451; File No. SR-NASDAQ-2016-105]


Self-Regulatory Organizations; The NASDAQ Stock Market LLC; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change 
Relating to the Listing and Trading of the Shares of the Eaton Vance 
Floating-Rate & High Income NextShares of the Eaton Vance NextShares 
Trust II

August 1, 2016.
    Pursuant to section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that 
on July 27, 2016 The Nasdaq Stock Market LLC (``Nasdaq'' or 
``Exchange'') filed with the Securities and Exchange Commission 
(``SEC'' or ``Commission'') the proposed rule change as described in in 
Items I and II below, which Items have been prepared by Nasdaq. The 
Commission is publishing this notice to solicit comments on the 
proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    Nasdaq proposes a proposed rule change with respect to the Eaton 
Vance Floating-Rate & High Income NextShares (the ``Fund''), a series 
of Eaton Vance NextShares Trust II (the ``Trust'').
    The proposed rule change is being filed to reflect a proposed 
revision to the Fund's name and modify its proposed investments (which 
are set forth in an order previously granted by the Commission).\3\ All 
capitalized terms referenced but not defined herein have the same 
meaning as in the Prior Release.
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    \3\ See Securities Exchange Act Release No. 74797 (April 23, 
2015), 80 FR 23831 (April 29, 2015) (SR-NASDAQ-2015-036) (the 
``Prior Notice''); see also Securities Exchange Act Release No. 
75499 (July 21, 2015), 80 FR 44406 (July 27, 2015) (SR-NASDAQ-2015-
036) (the ``Prior Order,'' and, together with the Prior Notice, the 
``Prior Release''). Except for the changes discussed herein, all 
other facts presented and representations made in the Prior Release 
with respect to the Fund remain unchanged and in full effect.
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    The text of the proposed rule change is available at http://nasdaq.cchwallstreet.com/, at Nasdaq's principal office, and at the 
Commission's Public Reference Room.

II. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, the Exchange included statements 
concerning the purpose of and basis for the proposed rule change and 
discussed any comments it received on the proposed rule change. The 
text of these statements may be examined at the places specified in 
Item IV below. The Exchange has prepared summaries, set forth in 
sections A, B, and C below, of the most significant aspects of such 
statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and the 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The shares of the Fund will be offered by the Trust. The Trust is 
registered with the Commission as an open-end investment company and 
has filed a registration statement on Form N-1A (``Registration 
Statement'') with the Commission.\4\ The Fund is a series of the Trust.
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    \4\ See Registration Statement on Form N-1A for the Eaton Vance 
NextShares Trust II dated December 10, 2015 (File Nos. 333-197734 
and 811-22983).
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    The Commission previously approved the listing and trading on the 
Exchange of the shares of the Fund under Nasdaq Rule 5745, which 
governs the listing and trading of NextSharesTM on the 
Exchange.\5\ The shares of the Fund have not commenced trading on the 
Exchange.
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    \5\ The Commission approved Nasdaq Rule 5745 in Securities 
Exchange Act Release No. 73562 (November 7, 2014), 79 FR 68309 
(November 14, 2014) (SR-NASDAQ-2014-020).
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    In this proposed rule change, the Exchange proposes to change the 
Fund's name and modify its proposed investments.\6\ As stated in the 
Prior Release, the Fund is named Eaton Vance Floating-Rate & High 
Income NextShares and it normally will invest primarily in a 
combination of income-producing floating rate loans and other floating 
rate debt securities and high-yield corporate bonds. As proposed, the 
Fund will be renamed Eaton Vance Floating-Rate NextShares and it 
normally will invest primarily in income-producing floating rate loans 
and other floating rate debt securities.
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    \6\ The changes described herein will be reflected in a revised 
prospectus and statement of additional information for the Fund to 
be filed with the Commission. The changes described herein will not 
be implemented until such proposed rule change is declared 
operative.
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    Beyond the changes described above, there are no changes to any 
other information included in the Prior Release, except as made in the 
Amended Release; and all other facts presented and representations made 
in the Prior Release remain true and in effect. The Trust confirms that 
the Fund will continue to comply with all initial listing requirements 
under Nasdaq Rule 5745.
2. Statutory Basis
    The Exchange believes that the proposal is consistent with section 
6(b) of the Act, in general, and section 6(b)(5) of the Act, in 
particular, in that it is 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, and to 
remove impediments to and perfect the mechanism of a free and open 
market and in general, to protect investors and the public interest. 
The Fund will continue to comply with all the initial and continued 
listing requirements under Nasdaq Rule 5735.
    The Exchange believes that the proposed rule change to change the 
Fund's name and to modify its proposed investments does not alter any 
of the arguments contained in the Prior Release in support of the 
original approval order that permitted the listing and trading of 
shares of the Fund and all other representations made in the Prior 
Release remain unchanged. The Exchange believes this proposed rule 
change is consistent with the Exchange's efforts to protect investors 
and the public interest through the disclosure of updated and correct 
information regarding the Fund.
    For the above reasons, Nasdaq believes the proposed rule change is 
consistent with the requirements of section 6(b)(5) of the Act.

B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change will 
result in any burden on competition that is not necessary or 
appropriate in furtherance of the purposes of the Act. In fact, the 
Exchange believes that the introduction of the Fund will promote 
competition by making available to investors an actively managed 
investment strategy in a structure that offers the cost and tax 
efficiencies and shareholder protections of ETFs, while removing the 
requirement for daily portfolio holdings disclosure to ensure a tight 
relationship between market trading prices and NAV.
    Moreover, the Exchange believes that the proposed method of trading 
in

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NextShares will provide investors with transparency of trading costs, 
and the ability to control trading costs using limit orders, that is 
not available for conventionally traded ETFs.
    These developments could significantly enhance competition to the 
benefit of the markets and investors.

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    Written comments were neither solicited nor received.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    Because the foregoing proposed rule change does not: (i) 
Significantly affect the protection of investors or the public 
interest; (ii) impose any significant burden on competition; and (iii) 
become operative for 30 days from the date on which it was filed, or 
such shorter time as the Commission may designate, the proposed rule 
change has become effective pursuant to section 19(b)(3)(A) of the Act 
\7\ and Rule 19b-4(f)(6) thereunder.\8\ The Exchange believes that this 
proposed rule change is properly designated as non-controversial 
because it enhances clarity and operational transparency without 
modifying members' rights or obligations.
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    \7\ 15 U.S.C. 78s(b)(3)(A).
    \8\ 17 CFR 240.19b-4(f)(6).
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    The Exchange has asked the Commission to waive the 30-day operative 
delay so that the proposal may become operative immediately upon 
filing. The Exchange argues that waiver of the 30-day operative delay 
is consistent with the protection of investors and the public interest 
because the proposed changes to the Fund are consistent with the 
Exchange arguments and Commission findings made in the Prior Release 
for the listing and trading of NextShares on the Exchange. In the 
context of the unique pricing and trading mechanisms of NextShares, the 
Commission believes that waiver of the 30-day operative delay with 
respect to these proposed changes to the Fund is consistent with the 
protection of investors and the public interest and hereby waives the 
30-day operative delay and designates the proposed rule change to be 
operative upon filing.\9\
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    \9\ For purposes only of waiving the 30-day operative delay, the 
Commission has also considered the proposed rule's impact on 
efficiency, competition, and capital formation. See 15 U.S.C. 
78c(f).
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    At any time within 60 days of the filing of the proposed rule 
change, the Commission summarily may temporarily suspend such rule 
change if it appears to the Commission that such action is: (i) 
Necessary or appropriate in the public interest; (ii) for the 
protection of investors; or (iii) otherwise in furtherance of the 
purposes of the Act. If the Commission takes such action, the 
Commission shall institute proceedings to determine whether the 
proposed rule should be approved or disapproved

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the Act. Comments may be submitted by any of 
the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number SR-NASDAQ-2016-105 on the subject line.

Paper Comments

     Send paper comments in triplicate to Secretary, Securities 
and Exchange Commission, 100 F Street NE., Washington, DC 20549-1090.

All submissions should refer to File Number SR-NASDAQ-2016-105. This 
file number should be included on the subject line if email is used. To 
help the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all 
written statements with respect to the proposed rule change that are 
filed with the Commission, and all written communications relating to 
the proposed rule change between the Commission and any person, other 
than those that may be withheld from the public in accordance with the 
provisions of 5 U.S.C. 552, will be available for Web site viewing and 
printing in the Commission's Public Reference Room, 100 F Street NE., 
Washington, DC 20549, on official business days between the hours of 
10:00 a.m. and 3:00 p.m. Copies of such filing will also be available 
for inspection and copying at the principal office of the Exchange. All 
comments received will be posted without change; the Commission does 
not edit personal identifying information from submissions. You should 
submit only information that you wish to make available publicly. All 
submissions should refer to File Number SR-NASDAQ-2016-105 and should 
be submitted on or before August 26, 2016.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\10\
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    \10\ 17 CFR 200.30-3(a)(12).
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Robert W. Errett,
Deputy Secretary.
[FR Doc. 2016-18569 Filed 8-4-16; 8:45 am]
 BILLING CODE 8011-01-P