9776 Federal Register / Vol. 80, No. 36 / Tuesday, February 24, 2015 / Notices 

17 15 U.S.C. 78o–3(b)(6). 

18 15 U.S.C. 78o–3(b)(5). 

19 17 CFR 200.30–3(a)(12). 

1 15 U.S.C. 78s(b)(1). 

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

of Section 15A(b)(6) of the Act,17 which 

requires, among other things, that 

FINRA rules must be designed to 

prevent fraudulent and manipulative 

acts and practices, to promote just and 

equitable principles of trade, and, in 

general, to protect investors and the 

public interest. FINRA also believes that 

the proposed rule change is consistent 

with the provisions of Section 15A(b)(5) 

of the Act,18 which requires, among 

other things, that FINRA rules provide 

for the equitable allocation of reasonable 

dues, fees, and other charges among 

members and issuers and other persons 

using any facility or system that FINRA 

operates or controls. FINRA believes 

that the proposed rule change 

appropriately allocates the proposed fee 

increase among those parties that cancel 

hearings on short notice. The Late 

Cancellation Fee would be paid by the 

parties, and passed through to the 

arbitrators to provide them with more 

compensation for preparation time 

expended and lost opportunities in the 

event of a cancellation on short notice. 

FINRA believes, therefore, that the 

proposed Late Cancellation Rule 

represents an equitable allocation of a 

reasonable fee to use the forum. While 

arbitrators would typically allocate the 

Late Cancellation Fee to the requesting 

party or parties, FINRA rules permit the 

arbitrators to allocate all, or a portion of 

the fee, to the non-requesting party, if 

the arbitrators determine that the nonrequesting party caused or contributed 

to the late cancellation. Moreover, the 

Late Cancellation Fee can be avoided 

altogether if the parties provide ten or 

more calendar days advance notice of 

such a cancellation. 

Finally, FINRA believes that the 

proposed rule change will protect 

investors and the public interest by 

improving FINRA’s ability to retain 

qualified arbitrators willing to devote 

the time and effort necessary to consider 

thoroughly all arbitration issues 

presented, which, FINRA believes, is an 

essential element for FINRA to achieve 

its mission of investor protection and 

market integrity. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

FINRA does not believe that the 

proposed rule change would result in 

any burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

Written comments on the proposed 

rule change were neither solicited nor 

received. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Within 45 days of the date of 

publication of this notice in the Federal 

Register or within such longer period (i) 

as the Commission may designate up to 

90 days of such date if it finds such 

longer period to be appropriate and 

publishes its reasons for so finding or 

(ii) as to which the self-regulatory 

organization consents, the Commission 

will: 

(A) By order approve or disapprove 

such proposed rule change, or 

(B) institute proceedings to determine 

whether the proposed rule change 

should be 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 

rule-comments@sec.gov. Please include 

File Number SR–FINRA–2015–003 on 

the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Brent J. Fields, Secretary, Securities 

and Exchange Commission, 100 F Street 

NE., Washington, DC 20549–1090. 

All submissions should refer to File 

Number SR–FINRA–2015–003. 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 also will be available for 

inspection and copying at the principal 

office of FINRA. 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–FINRA–2015–003 and 

should be submitted on or before March 

17, 2015. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.19

Brent J. Fields, 

Secretary. 

[FR Doc. 2015–03660 Filed 2–23–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–74287; File No. SR–NYSE– 

2015–07] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change Amending 

Section 402.05 of the NYSE Listed 

Company Manual To Clarify That 

Listed Companies Soliciting Proxy 

Material Through Brokers or Other 

Entities Must Comply With SEC Rule 

14a–13 

February 18, 2015. 

Pursuant to Section 19(b)(1) 1 of the 

Securities Exchange Act of 1934 (the 

‘‘Act’’) 2 and Rule 19b–4 thereunder,3

notice is hereby given that, on February 

3, 2015, New York Stock Exchange LLC 

(‘‘NYSE’’ 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 self-regulatory organization. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 


tkelley on DSK3SPTVN1PROD with NOTICES
Federal Register / Vol. 80, No. 36 / Tuesday, February 24, 2015 / Notices 9777 

4 15 U.S.C. 78f(b). 

5 15 U.S.C. 78f(b)(5). 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to amend 

Section 402.05 of the NYSE Listed 

Company Manual (the ‘‘Manual’’). As 

amended, the rule will clarify that listed 

companies soliciting proxy material 

through brokers or other entities must 

comply with Rule 14a–13 (‘‘SEC Rule 

14a–13’’) under the Act. The text of the 

proposed rule change is available on the 

Exchange’s Web site at www.nyse.com, 

at the principal office of the Exchange, 

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 

self-regulatory organization 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 those 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 parts 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 amend 

Section 402.05 of the Manual to clarify 

that listed companies soliciting proxy 

material through brokers or other 

entities must comply with SEC Rule 

14a–13. 

SEC Rule 14a–13 sets forth 

procedures that must be followed by 

listed companies that intend to solicit 

proxies from holders of shares entitled 

to vote at a meeting, where such shares 

are held of record by a broker or other 

entity. Specifically, Rule 14a–13 

mandates that, among other things, 

listed companies must inquire of the 

record holder whether other persons are 

beneficial owners of the subject shares 

and, if so, how many copies of the 

relevant proxy or other soliciting 

materials must be provided to supply 

such materials to the beneficial owners. 

SEC Rule 14a–13 further sets forth the 

timeline on which inquiry of the record 

holder must be made. 

SEC Rule 14a–13 requires listed 

companies to make the aforementioned 

inquiry at least 20 business days prior 

to the record date for the relevant 

shareholder meeting, or (i) if such 

inquiry is impracticable 20 business 

days prior to the record date of a special 

meeting, as many days before the record 

date of such meeting as is practicable or, 

(ii) if consents or authorizations are 

solicited, and such inquiry is 

impracticable 20 business days before 

the earliest date on which they may be 

used to effect corporate action, as many 

days before that date as is practicable, 

or (iii) at such later time as the rules of 

a national securities exchange on which 

the class of securities in question is 

listed may permit for good cause shown. 

In its current form, Section 402.05 of 

the Manual is intended to incorporate 

the requirements of SEC Rule 14a–13 

with respect to the obligations of a listed 

company to make inquiry of brokers in 

advance of a shareholder meeting. 

Indeed, Section 402.05 makes specific 

reference to the Commission’s rule 

requiring issuers to distribute broker 

search cards 20 business days in 

advance of a record date. However, 

Section 402.05 of the Manual in its 

current form also separately states that 

a listed company’s inquiry of brokers 

must be made not less than 10 days in 

advance of a record date. The Exchange 

imposed this absolute 10 day minimum 

in recognition of the fact that the 

provisions of SEC Rule 14a–13 allow, in 

certain limited circumstances, for a 

listed company to inquire of brokers less 

than 20 days in advance of a record date 

for a special meeting (but not for an 

annual shareholders’ meeting). While 

providing for limited exceptions to the 

20-day advance inquiry requirement, 

SEC Rule 14a–13 does not explicitly 

establish an absolute minimum number 

of days that the inquiry must be made 

in advance of the record date. 

Based on conversations with market 

participants and the SEC staff, the 

Exchange has become concerned that 

Section 402.05 of the Manual, as 

currently drafted, may lead to confusion 

with respect to what is required of listed 

companies making inquiry of brokers in 

advance of a shareholder meeting. First, 

despite making specific reference to the 

Commission’s 20-day advance inquiry 

rule (i.e., SEC Rule 14a–13), the 

Exchange believes Section 402.05 could 

be read as requiring only a 10-day 

advance inquiry. Second, the Exchange 

understands that while Rule 14a– 

13(a)(3)(i) and (ii) codifies two 

exceptions to the 20-day advance 

inquiry requirement, any company 

seeking to rely on these exceptions in 

the limited, if any, circumstances in 

which the SEC would not object is not 

prohibited from conducting its inquiry 

less than 10 days in advance of the 

record date. Third, the Exchange has not 

adopted a rule, as contemplated by Rule 

14a–13(a)(3)(iii), that permits issuers to 

show ‘‘good cause’’ for why they cannot 

comply with Rule 14a–13’s advance 

inquiry requirement. Accordingly, the 

Exchange believes that the 10-day 

period presently described in Section 

402.05 is in conflict with the 

requirements of Rule 14a–13. Therefore, 

the Exchange proposes to revise Section 

402.05 of the Manual to clarify that 

listed companies soliciting proxy 

material through brokers or other 

entities must comply with the 

provisions of SEC Rule 14a–13 and that 

the Exchange does not impose any 

additional requirements with respect to 

the relevant inquiry of brokers. Further, 

the Exchange proposes to delete the 

requirement in Section 402.05 of the 

Manual that listed companies 

immediately advise the Exchange if it 

becomes impossible for them to make an 

inquiry of brokers at least ten days 

before a record date. Given that listed 

companies are required to comply with 

SEC Rule 14a–13 and the Exchange has 

no authority to waive compliance with 

such rule, the Exchange believes that 

such notice requirement is unnecessary. 

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

Section 6(b) of the Act,4 in general, and 

furthers the objectives of Section 6(b)(5) 

of the Act,5 in particular in that it is 

designed to promote just and equitable 

principles of trade, to foster cooperation 

and coordination with persons engaged 

in regulating, clearing, settling, 

processing information with respect to, 

and facilitating transactions in 

securities, 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. The 

Exchange believes that the proposed 

amendment is consistent with the 

investor protection objectives of Section 

6(b)(5) because it eliminates potential 

confusion between the requirements of 

SEC Rule 14a–13 and Exchange rules 

and clarifies that SEC Rule 14a–13 is the 

ultimate authority with respect to 

requirements related to inquiry of 

brokers in advance of a shareholder 

meeting. 

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 that is not 

necessary or appropriate in furtherance 

of the purpose of the Act. The proposed 


tkelley on DSK3SPTVN1PROD with NOTICES
9778 Federal Register / Vol. 80, No. 36 / Tuesday, February 24, 2015 / Notices 

6 15 U.S.C. 78s(b)(3)(A)(iii). 

7 17 CFR 240.19b–4(f)(6). 

8 15 U.S.C. 78s(b)(3)(A). 

9 17 CFR 240.19b–4(f)(6). In addition, Rule 19b– 

4(f)(6)(iii) requires the Exchange to give the 

Commission written notice of the Exchange’s 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. 

10 15 U.S.C. 78s(b)(2)(B). 11 17 CFR 200.30–3(a)(12). 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 72412 

(June 17, 2014), 79 FR 35610 (‘‘Notice’’). 

4 15 U.S.C. 78s(b)(2). 

5See Securities Exchange Act Release No. 72779, 

79 FR 47162 (Aug. 12, 2014). The Commission 

designated a longer period within which to take 

action on the proposed rule change and designated 

September 19, 2014 as the date by which it should 

approve, disapprove, or institute proceedings to 

determine whether to disapprove the proposed rule 

change. 

rule change does not significantly affect 

competition, but rather simply seeks to 

align the Exchange rule with SEC Rule 

14a–13 with respect to requirements 

related to inquiry of brokers in advance 

of a shareholder meeting. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments were solicited 

or received with respect to the proposed 

rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The Exchange has filed the proposed 

rule change pursuant to Section 

19(b)(3)(A)(iii) of the Act 6 and Rule 

19b–4(f)(6) thereunder.7 Because the 

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 

prior to 30 days from the date on which 

it was filed, or such shorter time as the 

Commission may designate if consistent 

with the protection of investors and the 

public interest, it has become effective 

pursuant to Section 19(b)(3)(A) of the 

Act 8 and Rule 19b–4(f)(6) thereunder.9

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 necessary or appropriate in the 

public interest, for the protection of 

investors, or otherwise in furtherance of 

the purposes of the Act. If the 

Commission takes such action, the 

Commission shall institute proceedings 

under Section 19(b)(2)(B) of the Act 10 to 

determine whether the proposed rule 

change 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 rule-comments@

sec.gov. Please include File Number SR– 

NYSE–2015–07 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Brent J. Fields, Secretary, Securities 

and Exchange Commission, 100 F Street 

NE., Washington, DC 20549–1090. 

All submissions should refer to File 

Number SR–NYSE–2015–07. 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 the 

filing 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–NYSE– 

2015–07 and should be submitted on or 

before March 17, 2015. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.11

Brent J. Fields, 

Secretary. 

[FR Doc. 2015–03658 Filed 2–23–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–74299; File No. SR– 

NASDAQ–2014–065] 

Self-Regulatory Organizations; The 

NASDAQ Stock Market LLC; Order 

Approving a Proposed Rule Change, 

as Modified by Amendment No. 1 

Thereto, To Adopt New Rule 5713 and 

List Paired Class Shares Issued by 

AccuShares® Commodities Trust I 

February 18, 2015. 

I. Introduction 

On June 11, 2014, The NASDAQ 

Stock Market LLC (‘‘NASDAQ’’ or 

‘‘Exchange’’) filed with the Securities 

and Exchange Commission 

(‘‘Commission’’), pursuant to Section 

19(b)(1) of the Securities Exchange Act 

of 1934 (‘‘Act’’) 1 and Rule 19b–4 

thereunder,2 a proposed rule change to: 

(1) Adopt listing standards for Paired 

Class Shares in new Rule 5713; and (2) 

list and trade Paired Class Shares 

(‘‘Shares’’) issued by AccuShares®

Commodities Trust I (‘‘Trust’’) relating 

to the following funds pursuant to new 

Rule 5713: (a) AccuShares S&P GSCI®

Spot Fund; (b) AccuShares S&P GSCI®

Agriculture and Livestock Spot Fund; 

(c) AccuShares S&P GSCI® Industrial 

Metals Spot Fund; (d) AccuShares S&P 

GSCI® Crude Oil Spot Fund; (e) 

AccuShares S&P GSCI® Brent Oil Spot 

Fund; (f) AccuShares S&P GSCI®

Natural Gas Spot Fund; and (g) 

AccuShares Spot CBOE® VIX® Fund 

(each individually, ‘‘Fund,’’ and, 

collectively, ‘‘Funds’’). 

The proposed rule change was 

published for comment in the Federal 

Register on June 23, 2014.3 On August 

6, 2014, pursuant to Section 19(b)(2) of 

the Act,4 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 

approve or disapprove the proposed 

rule change.5 On September 18, 2014, 

the Commission instituted proceedings 

to determine whether to approve or 


tkelley on DSK3SPTVN1PROD with NOTICES