Notice2024-28540
Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To List and Trade Shares of the Hennessy Stance ESG ETF Under Nasdaq Rule 5750 (Proxy Portfolio Shares)
Primary source
Metadata and text below are from the Federal Register, a public-domain U.S. government work. Always verify the official published version before relying on it for any legal matter.
Published
December 6, 2024
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 89 Issue 235 (Friday, December 6, 2024)</title>
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<body><pre>
[Federal Register Volume 89, Number 235 (Friday, December 6, 2024)]
[Notices]
[Pages 97151-97154]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2024-28540]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-101783; File No. SR-NASDAQ-2024-075]
Self-Regulatory Organizations; The Nasdaq Stock Market LLC;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To
List and Trade Shares of the Hennessy Stance ESG ETF Under Nasdaq Rule
5750 (Proxy Portfolio Shares)
December 2, 2024.
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 November 25, 2024, The Nasdaq Stock Market LLC (``Nasdaq'' or
``Exchange'') filed with the Securities and Exchange Commission
(``Commission'') the proposed rule change as described in Items I and
II below, which Items have been prepared by the Exchange. 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
The Exchange proposes to The Exchange proposes to list and trade
shares of the Hennessy Stance ESG ETF (the ``Fund'') under Nasdaq Rule
5750 (``Proxy Portfolio Shares''). Currently, the shares of the Fund
are listed and traded on NYSE Arca, Inc. (``Arca''). The shares of the
Fund are referred to herein as the ``Shares.''
The text of the proposed rule change is set forth below.
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
Statutory Basis for, the Proposed Rule Change
1. Purpose
The Exchange proposes to list and trade Shares of the Fund under
Nasdaq Rule 5750.\3\ Currently, the Shares of the Fund are listed and
traded on Arca under Arca Rule 8.601-E (Active Proxy Portfolio
Shares).\4\ The Shares of the Fund are issued by Hennessy Funds Trust
(the ``Issuer''), a statutory trust organized under the laws of the
State of Delaware and registered with the Commission as an open-end
management investment company. The Fund's investment adviser is
Hennessy Advisors, Inc. (the ``Adviser''). Stance Capital, LLC and
Vident Advisory, LLC are the sub-advisers (the ``Sub-Advisers'') for
the Fund.
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\3\ The Exchange adopted Nasdaq Rule 5750 in Securities Exchange
Act Release No. 89110 (June 22, 2020), 85 FR 38461 (June 26, 2020)
(SR-NASDAQ-2020-032).
\4\ The SEC previously approved Stance Equity ESG Large Cap Core
ETF, which was the predecessor of the Fund before it was reorganized
and renamed as Hennessy Stance ESG Large Cap ETF. The Fund
subsequently filed to amend its investment strategy and change its
name to Hennessy Stance ESG ETF. See Securities Exchange Act Release
Nos. 91266 (March 5, 2021), 86 FR 13930 (March 11, 2021) (SR-
NYSEArca-2020-104) (Order Approving a Proposed Rule Change, as
Modified by Amendment No. 2, to List and Trade Shares of the Stance
Equity ESG Large Cap Core ETF under NYSE Arca Rule 8.601-E) (``2020
Filing''); 34-94961 (May 23, 2022), 87 FR 32215 (May 27, 2022)
(Notice of filing and Immediate Effectiveness of Proposed Rule
Change to facilitate the use of custom baskets by certain series of
Active Proxy Portfolio Shares) (``Custom Basket Filing''); 96559
(December 21, 2022), 87 FR 79919 (December 28, 2022) (SR-NYSEARCA-
2022-84) (Notice of Filing and Immediate Effectiveness of Proposed
Rule Change to Amend Certain Representations, including renaming the
Fund from Stance Equity ESG Large Cap Core ETF to Hennessy Stance
ESG Large Cap ETF) (``2022 Filing''); and 97378 (April 25, 2023), 88
FR 26636 (May 1, 2023) (SR-NYSEARCA-2023-34) (Notice of Filing and
Immediate Effectiveness of Proposed Rule Change To Amend Certain
Representations Relating to the Hennessy Stance ESG Large Cap ETF)
(``2023 Filing'') (2020 Filing, as amended by Custom Basket Filing,
2022 Filing and 2023 Filing, will be referred to hereinafter as
``Fund Filing'').
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All descriptions, representations, and information provided with
respect to the Fund and the operation of the Fund in the Fund Filing
remain unchanged with the exception of the Nasdaq listing rules that
would apply as discussed herein.
Nasdaq Rule 5750(b) provides that if the investment adviser to the
investment company issuing Proxy Portfolio Shares \5\ 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 broker-dealer affiliate,
as applicable, with respect to access to information concerning the
composition of and/or changes to the Fund Portfolio,\6\ the
[[Page 97152]]
Proxy Basket \7\ and/or Custom Basket,\8\ as applicable. In addition,
Nasdaq Rule 5750(b)(5) further requires that any person related to the
investment adviser or Investment Company who makes decisions pertaining
to the Investment Company's Fund Portfolio, the Proxy Basket, and/or
Custom Basket, as applicable, or has access to nonpublic information
regarding the Fund Portfolio, the Proxy Basket, and/or Custom Basket,
as applicable, 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, and/
or Custom Basket, as applicable, or changes thereto.
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\5\ The term ``Proxy Portfolio Share'' means a security that:
(A) represents an interest in an investment company registered under
the Investment Company Act of 1940 (``Investment Company'')
organized as an open-end management investment company, that invests
in a portfolio of securities selected by the Investment Company's
investment adviser consistent with the Investment Company's
investment objectives and policies; (B) is issued in a specified
aggregate minimum number in return for a deposit of a specified
Proxy Basket or Custom Basket, as applicable, 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 holder's request, which holder will be paid specified Proxy Basket
or Custom Basket, as applicable, 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. See Nasdaq Rule 5750(c)(1).
\6\ The term ``Fund Portfolio'' means the identities and
quantities of the securities and other assets held by the Investment
Company that will form the basis for the Investment Company's
calculation of net asset value at the end of the business day. See
Nasdaq Rule 5750(c)(2).
\7\ The term ``Proxy Basket'' means the identities and
quantities of the securities and other assets included in a basket
that is designed to closely track the daily performance of the Fund
Portfolio, as provided in the exemptive relief under the 1940 Act
applicable to a series of Proxy Portfolio Shares. The website for
each series of Proxy Portfolio Shares shall disclose the following
information regarding the Proxy Basket as required under this Rule
5750, to the extent applicable: (A) Ticker symbol; (B) CUSIP or
other identifier; (C) Description of holding; (D) Quantity of each
security or other asset held; and (E) Percentage weight of the
holding in the portfolio. See Nasdaq Rule 5750(c)(5).
\8\ For purposes of this rule, the term ``Custom Basket'' means
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. See Nasdaq Rule 5750(c)(6).
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In addition, in accordance with Nasdaq Rule 5750(b)(6), any person
or entity, including a custodian, Reporting Authority,\9\ distributor,
or administrator, who has access to nonpublic information regarding the
Fund Portfolio, the Proxy Basket or Custom Basket, as applicable, or
changes thereto, must be subject to procedures designed to prevent the
use and dissemination of material nonpublic information regarding the
applicable Fund Portfolio, the Proxy Basket or Custom Basket, as
applicable, or changes thereto. Moreover, if any such person or entity
is registered as a broker-dealer or affiliated with a broker-dealer,
such person or entity will erect and maintain a ``fire wall'' between
the person or entity and the broker-dealer with respect to access to
information concerning the composition of and/or changes to such Fund
Portfolio, Proxy Basket or Custom Basket, as applicable, or changes
thereto.
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\9\ The term ``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; Custom Basket; 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. A series of Proxy
Portfolio Shares may have more than one Reporting Authority, each
having different functions. See Nasdaq Rule 5750(c)(3).
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The Adviser and Sub-Advisers are not registered as broker-dealers
and are not affiliated with a broker-dealer. In the event (a) the
Adviser or Sub-Adviser(s) becomes registered 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 a broker-dealer, it will implement and maintain a ``fire wall''
with respect to its relevant personnel or its broker-dealer affiliate
regarding access to information concerning the composition and/or
changes to the Fund Portfolio, Proxy Basket or Custom Basket, as
applicable, and will be subject to procedures designed to prevent the
use and dissemination of material non-public information regarding the
Fund Portfolio, Proxy Basket or Custom Basket, as applicable, or
changes thereto. Any person related to the Adviser, Sub-Adviser(s), or
the Fund who makes decisions pertaining to the Fund Portfolio, Proxy
Basket or Custom Basket, as applicable, or has access to non-public
information regarding the Fund Portfolio, Proxy Basket or Custom
Basket, as applicable, or changes thereto are subject to procedures
reasonably designed to prevent the use and dissemination of material
non-public information regarding the Fund Portfolio, Proxy Basket or
Custom Basket, as applicable, or changes thereto.
Trading Halts
With respect to trading halts, the Exchange may consider all
relevant factors in exercising its discretion to halt or suspend
trading in the Shares. The Exchange will halt trading in the Shares
under the conditions specified in Nasdaq Rules 4120 and 4121, including
without limitation the conditions specified in Nasdaq Rule 4120(a)(9)
and (10) and the trading pauses under Nasdaq Rules 4120(a)(11) and
(12).
Trading may be halted because of market conditions or for reasons
that, in the view of the Exchange, make trading in the Shares
inadvisable. These may include: (1) the extent to which trading is not
occurring in the securities and/or 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 Shares also will be subject to Rule
5750(d)(2)(D), which sets forth circumstances under which a series of
Proxy Portfolio Shares may be halted.
Trading Rules
The Exchange deems the Shares to be equity securities, thus
rendering trading in the Shares subject to the Exchange's existing
rules governing the trading of equity securities. The Exchange will
allow trading in the Shares from 4:00 a.m. to 8:00 p.m. ET. The
Exchange has appropriate rules to facilitate transactions in the Shares
during all trading sessions. As provided in Nasdaq Rule 5750(b)(3), the
minimum price variation for quoting and entry of orders in Proxy
Portfolio Shares traded on the Exchange is $0.01. The Shares of the
Fund will conform to the initial and continued listing criteria set
forth in Nasdaq Rule 5750.
With respect to Proxy Portfolio Shares, all of the Exchange member
obligations relating to product description and prospectus delivery
requirements will continue to apply in accordance with Exchange rules
and federal securities laws, and the Exchange and FINRA will continue
to monitor Exchange members for compliance with such requirements.
Surveillance
The Exchange believes that its surveillance procedures are adequate
to properly monitor the trading of the Shares on the Exchange during
all trading sessions and to deter and detect violations of Exchange
rules and the applicable federal securities laws. Additionally, Nasdaq
Rule 5750(b)(4) provides that the Exchange will implement and maintain
written surveillance procedures for Proxy Portfolio Shares. As part of
these surveillance procedures, the Investment Company's investment
adviser will upon request by the Exchange or FINRA, on behalf of the
Exchange, make available to the Exchange or FINRA the daily Fund
Portfolio of each series of Proxy Portfolio Shares.
Trading of Shares on the Exchange will be subject to the Exchange's
surveillance program for derivative products, as well as cross-market
surveillances administered by FINRA, on behalf of the Exchange pursuant
to a regulatory services agreement, which are also designed to detect
violations of Exchange rules and applicable federal securities laws.
The Exchange is responsible for FINRA's performance under this
regulatory services agreement.
[[Page 97153]]
Prior to the commencement of trading, the Exchange will require the
Fund 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 19(g)(1)
of the Exchange Act, the Exchange will surveil for compliance with the
continued listing requirements. In addition, the Exchange will require
the issuer to represent that it will notify the Exchange of any failure
to comply with the terms of applicable exemptive and no-action relief.
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 Exchange or FINRA, on behalf of the Exchange, or both, will
communicate as needed regarding trading in the Shares with other
markets and other entities that are members of the Intermarket
Surveillance Group (``ISG''), and the Exchange or FINRA, on behalf of
the Exchange, or both, may obtain trading information regarding trading
in the Shares from such markets and other entities.\10\ The Exchange
also may obtain information regarding trading in the Shares via the
ISG, from other exchanges who are members or affiliates of the ISG, or
with which the Exchange has entered into a comprehensive surveillance
sharing agreement.
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\10\ For a list of the current members of ISG, see
<a href="http://www.isgportal.com">www.isgportal.com</a>.
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Additional Information
The Exchange represents that the Shares will conform to the initial
and continued listing criteria under Nasdaq Rule 5750, including the
dissemination of key information such as the Proxy Basket, the Custom
Basket, the Fund Portfolio, and NAV, suspension of trading or removal,
trading halts, surveillance, minimum price variation for quoting and
order entry, an information circular informing members of the special
characteristics and risks associated with trading in the series of
Proxy Portfolio Shares, and firewalls as set forth in the proposed
Exchange rules applicable to Proxy Portfolio Shares.
2. Statutory Basis
The Exchange believes that its proposal is consistent with Section
6(b) of the Act,\11\ in general, and furthers the objectives of Section
6(b)(5) of the Act,\12\ in particular, in that it is designed to
promote just and equitable principles of trade, 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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\11\ 15 U.S.C. 78f(b).
\12\ 15 U.S.C. 78f(b)(5).
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The Exchange believes that the proposed rule change to switch the
listing of the Fund from Arca to Nasdaq is consistent with the Act. In
particular, Nasdaq's Rules and procedures as described above are
designed to prevent fraudulent and manipulative acts and practices and
to protect investors and the public interest in that the Shares would
be listed and traded on the Exchange pursuant to the initial and
continued listing criteria for Proxy Portfolio Shares in Nasdaq Rule
5750.
The Exchange has in place surveillance procedures that are adequate
to properly monitor trading in the Shares in all trading sessions and
to deter and detect violations of Exchange rules and applicable federal
securities laws. Additionally, Nasdaq Rule 5750(b)(4) provides that the
Exchange will implement and maintain written surveillance procedures
for Proxy Portfolio Shares. As part of these surveillance procedures,
the Investment Company's investment adviser will upon request by the
Exchange or FINRA, on behalf of the Exchange, make available to the
Exchange or FINRA the daily Fund Portfolio of each series of Proxy
Portfolio Shares.
Trading of Shares on the Exchange will be subject to the Exchange's
surveillance program for derivative products, as well as cross-market
surveillances administered by FINRA, on behalf of the Exchange pursuant
to a regulatory services agreement, which are also designed to detect
violations of Exchange rules and applicable federal securities laws.
The Exchange is responsible for FINRA's performance under this
regulatory services agreement.
The Exchange will require the Fund 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 19(g)(1) 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 Exchange will communicate as needed regarding trading in the
Shares with other markets and other entities that are members of the
ISG, and the Exchange may obtain trading information regarding trading
in the Shares from such markets and other entities.
For the above reasons, the Exchange believes that 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
impose any burden on competition not necessary or appropriate in
furtherance of the purposes of the Act. The Exchange notes that the
proposed rule change will facilitate the listing and trading of the
Shares, which are Proxy Portfolio Shares and that will enhance
competition among market participants, to the benefit of investors and
the marketplace.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
No written comments were either solicited or 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, it has become
effective pursuant to Section 19(b)(3)(A) of the Act \13\ and Rule 19b-
4(f)(6) thereunder.\14\
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\13\ 15 U.S.C. 78s(b)(3)(A).
\14\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii)
requires a self-regulatory organization to give the Commission
written notice of its intent to file the proposed rule change, along
with a brief description and text of the proposed rule change, at
least five business days prior to the date of filing of the proposed
rule change, or such shorter time as designated by the Commission.
The Exchange has satisfied this requirement.
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A proposed rule change filed pursuant to Rule 19b-4(f)(6) under the
Act normally does not become operative for 30 days after the date of
its filing. However, Rule 19b-4(f)(6)(iii) \15\ permits the Commission
to designate a shorter time if such action is consistent with the
protection of investors and the public
[[Page 97154]]
interest. The Exchange has requested that the Commission waive the 30-
day operative delay so that the proposal may become operative
immediately upon filing. The Exchange represents that all descriptions,
representations, and information provided with respect to the Fund and
the operation of the Fund in the Fund Filing remain unchanged except
that the Nasdaq listing rules referenced above would apply instead of
the rules referenced in the Fund Filing.\16\ In addition, the Exchange
represents that the Shares will be subject to Nasdaq's surveillance
procedures and the trading halts and trading rules described
herein.\17\ Therefore, the Commission believes that the proposal raises
no novel legal or regulatory issues and that waiver of the 30-day
operative delay is consistent with the protection of investors and the
public interest. Accordingly, the Commission hereby waives the 30-day
operative delay and designates the proposed rule change operative upon
filing.\18\
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\15\ 17 CFR 240.19b-4(f)(6)(iii).
\16\ See supra Item II.
\17\ See id.
\18\ 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 such proposed rule
change, the Commission summarily may temporarily suspend such rule
change if it appears to the Commission that such action is necessary or
appropriate in the public interest, for the protection of investors, or
otherwise in furtherance of the purposes of the Act.
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
<bullet> Use the Commission's internet comment form (<a href="https://www.sec.gov/rules/sro.shtml">https://www.sec.gov/rules/sro.shtml</a>); or
<bullet> Send an email to <a href="/cdn-cgi/l/email-protection#cebcbba2abe3ada1a3a3aba0babd8ebdabade0a9a1b8"><span class="__cf_email__" data-cfemail="5321263f367e303c3e3e363d2720132036307d343c25">[email protected]</span></a>. Please include
file number SR-NASDAQ-2024-075 on the subject line.
Paper Comments
<bullet> 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-2024-075. 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 website (<a href="https://www.sec.gov/rules/sro.shtml">https://www.sec.gov/rules/sro.shtml</a>). 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 website 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
a.m. and 3 p.m. Copies of the filing also will be available for
inspection and copying at the principal office of the Exchange. Do not
include personal identifiable information in submissions; you should
submit only information that you wish to make available publicly. We
may redact in part or withhold entirely from publication submitted
material that is obscene or subject to copyright protection. All
submissions should refer to file number SR-NASDAQ-2024-075 and should
be submitted on or before December 27, 2024.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\19\
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\19\ 17 CFR 200.30-3(a)(12), (59).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2024-28540 Filed 12-5-24; 8:45 am]
BILLING CODE 8011-01-P
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