
[Federal Register Volume 81, Number 84 (Monday, May 2, 2016)]
[Notices]
[Pages 26265-26269]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2016-10146]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-77705; File No. SR-Nasdaq-2016-002]


Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Order 
Instituting Proceedings To Determine Whether To Approve or Disapprove a 
Proposed Rule Change, as Modified by Amendment No. 1 Thereto, To List 
and Trade Shares of the First Trust Municipal High Income ETF of First 
Trust Exchange-Traded Fund III

April 26, 2016.

I. Introduction

    On January 6, 2016, The NASDAQ Stock Market LLC (``Nasdaq'' or the 
``Exchange'') filed with the Securities and Exchange Commission 
(``Commission''), pursuant to Section 19(b)(1) of the Securities 
Exchange Act of 1934 (``Act'' or ``Exchange Act'') \1\ and Rule 19b-4 
thereunder,\2\ a proposed rule change to list and trade shares 
(``Shares'') of the First Trust Municipal High Income ETF (``Fund'') 
under Nasdaq Rule 5735. The proposed rule change was published for 
comment in the Federal Register on January 27, 2016.\3\ On February 16, 
2016, the

[[Page 26266]]

Exchange filed Amendment No. 1.\4\ On March 8, 2016, pursuant to 
Section 19(b)(2) of the Act,\5\ the Commission designated a longer 
period within which to 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 institutes proceedings 
under Section 19(b)(2)(B) of the Act \7\ to determine whether to 
approve or disapprove the proposed rule change, as modified by 
Amendment No. 1 thereto.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 76944 (Jan. 21, 
2016), 81 FR 4712 (``Notice'').
    \4\ In Amendment No. 1, the Exchange clarified that the Fund's 
portfolio will satisfy the following quantitative standards set 
forth NASDAQ 5705(b)(4)(A) except for those in Nasdaq Rule 
5705(b)(4)(A)(ii): (i) The index or portfolio must consist of Fixed 
Income Securities; (ii) Components that in aggregate account for at 
least 75% of the weight of the index or portfolio must have a 
minimum original principal amount outstanding of $100 million or 
more; (iii) A component may be a convertible security, however, once 
the convertible security component converts to an underlying equity 
security, the component is removed from the index or portfolio; (iv) 
No component fixed-income security (excluding Treasury Securities) 
will represent more than 30% of the weight of the index or 
portfolio, and the five highest weighted component fixed-income 
securities do not in the aggregate account for more than 65% of the 
weight of the index or portfolio; (v) An underlying index or 
portfolio (excluding exempted securities) must include securities 
from a minimum of 13 non-affiliated issuers; and (vi) Component 
securities that in aggregate account for at least 90% of the weight 
of the index or portfolio must be either: (a) From issuers that are 
required to file reports pursuant to Sections 13 and 15(d) of the 
Act; (b) from issuers that have a worldwide market value of its 
outstanding common equity held by non-affiliates of $700 million or 
more; (c) from issuers that have outstanding securities that are 
notes, bonds, debentures, or evidence of indebtedness having a total 
remaining principal amount of at least $1 billion; (d) exempted 
securities as defined in section 3(a)(12) of the Act; or (e) from 
issuers that are a government of a foreign country or a political 
subdivision of a foreign country. Because Amendment No. 1 to the 
proposed rule change is technical in nature and does not materially 
alter the substance of the proposed rule change or raise any novel 
regulatory issues, it is not subject to notice and comment. 
Amendment No. 1 is available on the Commission's Web site at: http://www.sec.gov/comments/sr-nasdaq-2016-002/nasdaq2016002-1.pdf.
    \5\ 15 U.S.C. 78s(b)(2).
    \6\ See Securities Exchange Act Release No. 34-77320, 81 FR 
13429 (Mar. 14, 2016). The Commission designated April 26, 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.
    \7\ 15 U.S.C. 78s(b)(2)(B).
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II. Description of the Proposal

    Nasdaq proposes to list and trade Shares of the Fund under Nasdaq 
Rule 5735, which governs the listing and trading of Managed Fund Shares 
on the Exchange. The Shares will be offered by the First Trust 
Exchange-Traded Fund III (``Trust''), a Massachusetts business trust 
registered with the Commission as an open-end investment company.\8\ 
First Trust Advisors L.P. will be the investment manager to the Fund 
(``Adviser''),\9\ and First Trust Portfolios L.P. will serve as the 
principal underwriter and distributor for the Fund. Brown Brothers 
Harriman & Co. will act as the administrator, accounting agent, 
custodian and transfer agent to the Fund.
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    \8\ 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 Post-Effective 
Amendment No. 27 to Registration Statement on Form N-1A for the 
Trust, dated August 31, 2015 (File Nos. 333-176976 and 811-22245). 
In addition, the Exchange represents that the Commission has issued 
an order, upon which the Trust may rely, granting certain exemptive 
relief under the Investment Company Act of 1940 (``1940 Act''). See 
Investment Company Act Release No. 30029 (April 10, 2012) (File No. 
812-13795).
    \9\ The Exchange represents that the Adviser is not a broker-
dealer, but it is affiliated with the Distributor, a broker-dealer, 
and has implemented a fire wall with respect to its broker-dealer 
affiliate regarding access to information concerning the composition 
of or changes to the portfolio. The Exchange further represents that 
personnel who make decisions on the Fund's portfolio composition 
will be subject to procedures designed to prevent the use and 
dissemination of material non-public information regarding the 
Fund's 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, the 
adviser or sub-adviser will implement a fire wall with respect to 
its relevant personnel and/or such broker-dealer affiliate, as 
applicable, regarding access to information concerning the 
composition of and changes to the portfolio and will be subject to 
procedures designed to prevent the use and dissemination of material 
non-public information regarding such portfolio. See Notice, supra 
note 3, at 4713.
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    The Exchange has made the following representations and statements 
in describing the Fund and its investment strategy, including other 
portfolio holdings and investment restrictions.\10\
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    \10\ The Commission notes that additional information regarding 
the Fund, the Trust, and the Shares, including investment 
strategies, 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 and Registration Statement, supra notes 3 and 
5, respectively.
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A. Principal Investments of the Fund

    The primary investment objective of the Fund will be to generate 
current income that is exempt from regular federal income taxes, and 
its secondary objective will be long-term capital appreciation. Under 
normal market conditions,\11\ the Fund will seek to achieve its 
investment objectives by investing at least 80% of its net assets 
(including investment borrowings) in Municipal Securities.\12\ 
Municipal Securities are generally issued by or on behalf of states, 
territories or possessions of the U.S. and the District of Columbia and 
their political subdivisions, agencies, authorities and other 
instrumentalities. The types of Municipal Securities in which the Fund 
may invest include municipal lease obligations (and certificates of 
participation in such obligations), municipal general obligation bonds, 
municipal revenue bonds, municipal notes, municipal cash equivalents, 
private activity bonds (including without limitation industrial 
development bonds), and pre-refunded and escrowed to maturity bonds. In 
addition, Municipal Securities include securities issued by entities 
whose underlying assets are municipal bonds (i.e., tender option bond 
(TOB) trusts and custodial receipts trusts). The Fund may invest in 
Municipal Securities of any maturity.
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    \11\ The term ``under normal market conditions'' as used herein 
includes, but is not limited to, the absence of adverse market, 
economic, political or other conditions, including extreme 
volatility or trading halts in the fixed income 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. On a temporary 
basis, including for defensive purposes, during the initial invest-
up period and during periods of high cash inflows or outflows, the 
Fund may depart from its principal investment strategies; for 
example, it may hold a higher than normal proportion of its assets 
in cash. During such periods, the Fund may not be able to achieve 
its investment objectives. The Fund may adopt a defensive strategy 
when the Adviser believes securities in which the Fund normally 
invests have elevated risks due to political or economic factors and 
in other extraordinary circumstances.
    \12\ According to the Exchange, the Fund may invest up to 100% 
of its net assets in Municipal Securities that pay interest that 
generates income subject to the federal alternative minimum tax, 
assuming compliance with the investment requirements and limitations 
described herein.
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    Under normal market conditions, the Fund will invest at least 65% 
of its net assets in Municipal Securities that are, at the time of 
investment, rated below investment grade (i.e., not rated Baa3/BBB-- or 
above) by at least one nationally recognized statistical rating 
organization (``NRSRO'') rating such securities (or Municipal 
Securities that are unrated and determined by the Adviser to be of 
comparable quality) \13\

[[Page 26267]]

(commonly referred to as ``high yield'' or ``junk'' bonds); \14\ 
however, the Fund will consider pre-refunded or escrowed to maturity 
bonds, regardless of rating, to be investment grade securities. The 
Fund may invest up to 35% of its net assets in Municipal Securities 
that are, at the time of investment, rated investment grade (i.e., 
rated Baa3/BBB--or above) by each NRSRO rating such securities (or 
Municipal Securities that are unrated and determined by the Adviser to 
be of comparable quality). If, subsequent to purchase by the Fund, a 
Municipal Security held by the Fund experiences an improvement in 
credit quality and becomes investment grade, the Fund may continue to 
hold the Municipal Security and it will not cause the Fund to violate 
the 35% investment limitation; however, the Municipal Security will be 
taken into account for purposes of determining whether purchases of 
additional Municipal Securities will cause the Fund to violate such 
limitation.
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    \13\ Comparable quality of unrated Municipal Securities will be 
determined by the Adviser based on fundamental credit analysis of 
the unrated security and comparable rated securities. On a best 
efforts basis, the Adviser will attempt to make a rating 
determination based on publicly available data. In making a 
``comparable quality'' determination, the Adviser may consider, for 
example, whether the issuer of the security has issued other rated 
securities, the nature and provisions of the relevant security, 
whether the obligations under the relevant security are guaranteed 
by another entity and the rating of such guarantor (if any), 
relevant cash flows, macroeconomic analysis, and/or sector or 
industry analysis.
    \14\ The Municipal Securities in which the Fund will invest to 
satisfy this 65% investment requirement may include Municipal 
Securities that are currently in default and not expected to pay the 
current coupon (``Distressed Municipal Securities''). The Fund may 
invest up to 10% of its net assets in Distressed Municipal 
Securities. If, subsequent to purchase by the Fund, a Municipal 
Security held by the Fund becomes a Distressed Municipal Security, 
the Fund may continue to hold the Distressed Municipal Security and 
it will not cause the Fund to violate the 10% limitation; however, 
the Distressed Municipal Security will be taken into account for 
purposes of determining whether purchases of additional Municipal 
Securities will cause the Fund to violate such limitation.
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B. Other (Non-Principal) Investments of the Fund

    The Exchange represents that the non-principal investments listed 
below would consist of investments that are not included in the Fund's 
80% Policy. Such assets may be invested in the Fixed Income Instruments 
and other instruments, as described below.
    Under normal market conditions, the Fund will invest substantially 
all of its assets to meet its investment objectives as described above. 
In addition, the Fund may invest its assets or hold cash as generally 
described below.
    The Exchange represents that the Fund may invest up to 10% of its 
net assets in taxable municipal securities. The Fund may also invest up 
to 10% of its net assets in short-term debt instruments,\15\ money 
market funds, and other cash equivalents, or it may hold cash. The 
percentage of the Fund invested in such holdings or held in cash will 
vary and will depend on several factors, including market conditions.
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    \15\ Short-term debt instruments, which do not include Municipal 
Securities, are issued by issuers having a long-term debt rating of 
at least A-/A3 (as applicable) by Standard & Poor's Ratings Services 
(``S&P Ratings''), Moody's Investors Service, Inc. (``Moody's'') or 
Fitch Ratings (``Fitch'') and have a maturity of one year or less. 
According to the Exchange, the Fund may invest in the following 
short-term debt instruments: (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, 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 (rated A-3 or higher by S&P Ratings, Prime-3 or 
higher by Moody's or F3 or higher by Fitch), which is short-term 
unsecured promissory notes.
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    With respect to up to 20% of its net assets, the Fund may (i) 
invest in the securities of other investment companies registered under 
the 1940 Act, including money market funds, other ETFs, open-end funds 
(other than money market funds and other ETFs), and closed-end funds 
and (ii) acquire short positions in the securities of the foregoing 
investment companies.
    With respect to up to 20% of its net assets, the Fund may (i) 
invest in exchange-listed options on U.S. Treasury securities, 
exchange-listed options on U.S. Treasury futures contracts, and 
exchange-listed U.S. Treasury futures contracts and (ii) acquire short 
positions in the foregoing derivatives. Transactions in the foregoing 
derivatives may allow the Fund to obtain net long or short exposures to 
selected interest rates. These derivatives may also be used to hedge 
risks, including interest rate risks and credit risks, associated with 
the Fund's portfolio investments. The Fund's investments in derivative 
instruments will be consistent with the Fund's investment objectives 
and the 1940 Act and will not be used to seek to achieve a multiple or 
inverse multiple of an index.

C. Investment Restrictions

    The Exchange represents that the Fund may hold up to an aggregate 
amount of 15% of its net assets in illiquid assets (calculated at the 
time of investment), including Rule 144A securities deemed illiquid by 
the Adviser.\16\ The Exchange further represents that the 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 the Fund's 
net assets are held in illiquid assets.
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    \16\ In reaching liquidity decisions, the Adviser may consider 
the following factors: The frequency of trades and quotes for the 
security; the number of dealers wishing to purchase or sell the 
security and the number of other potential purchasers; dealer 
undertakings to make a market in the security; and the nature of the 
security and the nature of the marketplace in which it trades (e.g., 
the time needed to dispose of the security, the method of soliciting 
offers and the mechanics of transfer).
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    The Fund may not invest 25% or more of the value of its total 
assets in securities of issuers in any one industry, although this 
restriction does not apply to (a) Municipal Securities issued by 
governments or political subdivisions of governments, (b) obligations 
issued or guaranteed by the U.S. government, its agencies or 
instrumentalities, or (c) securities of other investment companies.

D. Nasdaq Rule 5705(b)(4)(A)

    The Fund will be actively managed and will not be tied to an index. 
Under normal market conditions, on a continuous basis determined at the 
time of purchase, its portfolio of Municipal Securities \17\ will 
generally meet, as applicable, all criteria for non-actively managed, 
index-based, fixed income ETFs contained in Nasdaq Rule 5705(b)(4)(A) 
except for those set forth in Nasdaq Rule 5705(b)(4)(A)(ii), which 
requires that components that in the aggregate account for at least 75% 
of the weight of the index or portfolio have a minimum original 
principal amount outstanding of $100 million or more. However, under 
normal market conditions, at least 40% (based on dollar amount 
invested) of the Municipal Securities in which the Fund invests will be 
issued by issuers with total outstanding debt issuances that, in the 
aggregate, have a minimum original principal amount outstanding of $75 
million or more, which according to the Exchange, should provide 
support regarding the anticipated liquidity of the Fund's Municipal 
Securities portfolio.
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    \17\ According to the Exchange, for purposes of this statement 
and the discussion of the requirements of Nasdaq Rule 5705(b)(4)(A), 
with respect to Municipal Securities that are issued by entities 
whose underlying assets are municipal bonds, the underlying 
municipal bonds, rather than the securities issued by such entities, 
will be taken into account.

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[[Page 26268]]

III. Proceedings To Determine Whether To Approve or Disapprove SR-
Nasdaq-2016-002 and Grounds for Disapproval Under Consideration

    The Commission is instituting proceedings pursuant to Section 
19(b)(2)(B) of the Act \18\ to determine whether the proposed rule 
change, as modified by Amendment No. 1 thereto, should be approved or 
disapproved. Institution of such proceedings is appropriate at this 
time in view of the legal and policy issues raised by the proposed rule 
change. Institution of proceedings does not indicate that the 
Commission has reached any conclusions with respect to any of the 
issues involved. Rather, as described below, the Commission seeks and 
encourages interested persons to provide comments on the proposed rule 
change.
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    \18\ 15 U.S.C. 78s(b)(2)(B).
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    Pursuant to Section 19(b)(2)(B) of the Act,\19\ the Commission is 
providing notice of the grounds for disapproval under consideration. 
The Commission is instituting proceedings to allow for additional 
analysis of the proposed rule change's consistency with Section 6(b)(5) 
of the Act, which requires, among other things, that the rules of a 
national securities exchange be ``designed to prevent fraudulent and 
manipulative acts and practices, to promote just and equitable 
principles of trade,'' and ``to protect investors and the public 
interest.'' \20\
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    \19\ Id.
    \20\ 15 U.S.C. 78f(b)(5).
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IV. Procedure: Request for Written Comments

    The Commission requests that interested persons provide written 
submissions of their views, data, and arguments with respect to the 
issues identified above, as well as any other concerns they may have 
with the proposal. In particular, the Commission invites the written 
views of interested persons concerning whether the proposal is 
consistent with Section 6(b)(5) or any other provision of the Act, or 
the rules and regulations thereunder. Although there do not appear to 
be any issues relevant to approval or disapproval that would be 
facilitated by an oral presentation of views, data, and arguments, the 
Commission will consider, pursuant to Rule 19b-4, any request for an 
opportunity to make an oral presentation.\21\
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    \21\ Section 19(b)(2) of the Act, as amended by the Securities 
Act Amendments of 1975, Public Law 94-29 (June 4, 1975), grants the 
Commission flexibility to determine what type of proceeding--either 
oral or notice and opportunity for written comments--is appropriate 
for consideration of a particular proposal by a self-regulatory 
organization. See Securities Act Amendments of 1975, Senate Comm. on 
Banking, Housing & Urban Affairs, S. Rep. No. 75, 94th Cong., 1st 
Sess. 30 (1975).
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    Interested persons are invited to submit written data, views, and 
arguments regarding whether the proposal should be approved or 
disapproved by May 23, 2016. Any person who wishes to file a rebuttal 
to any other person's submission must file that rebuttal by June 6, 
2016. The Commission asks that commenters address the sufficiency of 
the Exchange's statements in support of the proposal, which are set 
forth in the Notice \22\ and in Amendment No. 1 to the proposed rule 
change,\23\ in addition to any other comments they may wish to submit 
about the proposed rule change.
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    \22\ See supra note 3.
    \23\ See supra note 4.
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    The Exchange provides that the Fund may invest in one or more of 
the following broad categories of Municipal Securities: \24\ (a) 
Municipal lease obligations; (b) municipal general obligation bonds; 
(c) municipal revenue bonds; (d) municipal notes; (e) municipal cash 
equivalents; (f) private activity bonds; and (g) pre-refunded and 
escrowed to maturity bonds. Moreover, the Exchange represents that 
under normal market conditions: (i) No component fixed income security 
(excluding Treasury securities) will represent more than 30% of the 
weight of the index or portfolio, and that the five highest weighted 
component fixed income securities will not in the aggregate account for 
more than 65% of the weight of the index or portfolio; (ii) component 
securities that in the aggregate account for at least 90% of the weight 
of the index or portfolio be either exempted securities or from a 
specified type of issuer; (iii) at least 40% (based on dollar amount 
invested) of the Municipal Securities in which the Fund invests will be 
issued by issuers with total outstanding debt issuances that, in the 
aggregate, have a minimum original principal amount outstanding of $75 
million or more; and (iv) the underlying index or portfolio (excluding 
one consisting entirely of exempted securities) will include securities 
from a minimum of 13 non-affiliated issuers.
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    \24\ In addition, Municipal Securities include securities issued 
by entities whose underlying assets are municipal bonds (i.e., 
tender option bond (TOB) trusts and custodial receipts trusts).
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    Apart from these broad representations, the Exchange provides no 
other information about the kinds of municipal bonds in which the Fund 
may invest. Accordingly, the Commission seeks comment on whether the 
Exchange's representations relating to the Municipal Securities to be 
held by the Fund are sufficient to limit the susceptibility of the 
portfolio to manipulation, and are consistent with the requirements of 
Section 6(b)(5) of the Act, which, among other things, requires that 
the rules of an exchange be designed to prevent fraudulent and 
manipulative acts and practices.
    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 rule-comments@sec.gov. Please include 
File Number SR-Nasdaq-2016-002 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 Numbers SR-Nasdaq-2016-002. 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 these filings also will 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-2016-002 and should 
be submitted on or before May 23, 2016. Rebuttal comments should be 
submitted by June 6, 2016.


[[Page 26269]]


    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)(57).
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Robert W. Errett,
Deputy Secretary.
[FR Doc. 2016-10146 Filed 4-29-16; 8:45 am]
 BILLING CODE 8011-01-P


