12234 Federal Register / Vol. 80, No. 44 / Friday, March 6, 2015 / Notices 

20Section 19(b)(2) of the Exchange Act, as 

amended by the Securities Acts Amendments of 

1975, Pub. L. 94–29, 89 Stat. 97 (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 selfregulatory organization. See Securities Acts 

Amendments of 1975, Report of the Senate 

Committee on Banking, Housing and Urban Affairs 

to Accompany S. 249, S. Rep. No. 75, 94th Cong., 

1st Sess. 30 (1975). 

21 17 CFR 200.30–3(a)(57). 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 73821 

(December 11, 2014), 79 FR 75217 (‘‘Notice’’). 

4See Securities Exchange Act Release No. 74184, 

80 FR 6558 (February 5, 2015). 

5While a company is not currently subject to the 

compliance periods in the Late Filer Rule in 

connection with the failure to timely file a Form 

persons concerning whether the 

proposed rule change is inconsistent 

with Section 17A of the Exchange Act 

or any other provision of the Exchange 

Act, or the rules and regulations 

thereunder. Although there do not 

appear to be any issues relevant to 

approval or disapproval which 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.20

Interested persons are invited to 

submit written data, views, and 

arguments on or before March 27, 2015. 

Any person who wishes to file a rebuttal 

to any other person’s submission must 

file that rebuttal on or before April 10, 

2015. 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– 

OCC–2014–21 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–OCC–2014–21. 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 

filings also will be available for 

inspection and copying at the principal 

office of OCC and on OCC’s Web site at 

http://www.theocc.com/components/

docs/legal/rules_and_bylaws/sr_occ_14_

21.pdf. 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–OCC–2014–21 and should 

be submitted on or before March 27, 

2015. If comments are received, any 

rebuttal comments should be submitted 

on or before April 10, 2015. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.21

Brent J. Fields, 

Secretary. 

[FR Doc. 2015–05160 Filed 3–5–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–74412; File No. SR–NYSE– 

2014–65] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; Order 

Approving a Proposed Rule Change 

Amending Its Continued Listing 

Requirements, as Set Forth in Section 

802.01E of the Exchange’s Listed 

Company Manual, in Relation to the 

Late Filing of a Company’s Annual or 

Quarterly Report With the Securities 

and Exchange Commission 

March 2, 2015. 

I. Introduction 

On December 4, 2014, New York 

Stock Exchange LLC (‘‘NYSE’’ or the 

‘‘Exchange’’) filed with the Securities 

and Exchange Commission (‘‘SEC’’ or 

‘‘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 

amend its continued listing 

requirements, set forth in section 

802.01E of its Listed Company Manual, 

with respect to companies whose 

required annual or quarterly reports are 

late or defective. The proposed rule 

change was published for comment in 

the Federal Register on December 17, 

2014.3 On January 30, 2015, the 

Commission designated a longer period 

for Commission action on the proposed 

rule change, until March 17, 2015.4 The 

Commission received no comments on 

the proposal. This order approves the 

proposed rule change. 

II. Description of the Proposal 

The Exchange proposes to amend 

section 802.01E of its Listed Company 

Manual (the ‘‘Late Filer Rule’’) to: (i) 

Expand the rule to impose a maximum 

period within which a company must 

file a late quarterly report on Form 

10–Q in order to maintain its listing, 

and (ii) clarify the Exchange’s treatment 

of companies whose annual or quarterly 

reports are defective at the time of filing 

or become defective at some subsequent 

date. 

Currently, the Late Filer Rule deems 

a listed company to be delinquent in 

filing its annual report on Forms 10–K, 

20–F, 40–F or N–CSR with the 

Commission if it fails to submit the 

filing by the date such report was 

required to be filed by the applicable 

form, or if a Form 12b–25 was timely 

filed with the Commission, the 

extended filing due date for the annual 

report. During the six-month period 

from the date of such delinquency, the 

Exchange monitors the company and 

the status of the delinquent annual 

report, including through contact with 

the company, until the filing 

delinquency is cured. If the company 

fails to cure such delinquency within 

the initial six-month period, the 

Exchange may, in its sole discretion, 

allow the company’s securities to be 

traded for up to an additional six-month 

period depending on the company’s 

specific circumstances. The Exchange 

will commence suspension and 

delisting procedures in accordance with 

Section 804.00 of the Listed Company 

Manual if the Exchange determines that 

an additional trading period of up to six 

months is not appropriate, or if the 

Exchange determines that an additional 

trading period of up to six months is 

appropriate and the company fails to 

file its annual report by the end of the 

additional period. 

A company is not currently subject to 

the compliance periods set forth in the 

Late Filer Rule in connection with a 

failure to timely file a quarterly report 

on Form 10–Q with the SEC.5 Moreover, 

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Federal Register / Vol. 80, No. 44 / Friday, March 6, 2015 / Notices 12235 

10–Q, such companies are subject to the Exchange’s 

late filer (or ‘‘.LF’’) indicator process. The .LF 

indicator is appended to the company’s trading 

symbol as disseminated on the consolidated tape 

and to market data vendors, and the company’s 

name is included on the late filer list on the 

Exchange’s Web site. The .LF indicator and web 

posting commence five days after the due date or 

extended due date (if applicable) of the first late 

annual report or Form 10–Q (unless the company 

has submitted the required report within that five 

day period) and continue until the company 

becomes current again with respect to all required 

periodic reports. In addition, the Commission notes 

that a listed company is obligated to comply with 

the Exchange’s listing agreement, which requires, 

among other things, that the company file all 

required periodic financial reports with the SEC, 

including quarterly or semi-annual reports (and 

annual reports), by the due dates established by the 

SEC, and which states that the Exchange may, 

consistent with applicable laws and SEC rules, 

suspend a listed company’s securities and 

commence delisting proceedings upon failure of the 

company to comply with any one or more sections 

of the listing agreement. 

6See proposed section 802.01E of the Listed 

Company Manual (‘‘Manual’’). The proposed rule 

states that the annual report or Form 10–Q that 

gives rise to a Filing Delinquency shall be referred 

to therein as the ‘‘Delinquent Report.’’ Id. 

7 Id. The Exchange states that the following is a 

non-exclusive list of elements that would cause the 

Exchange to deem the company to have incurred a 

Late Filing Delinquency: The filing does not 

include required financial statements or a required 

audit opinion; a required financial statement audit 

opinion includes qualifying or disclaiming language 

or the auditor provides an adverse financial 

statement audit opinion; a required financial 

statement audit opinion is unsigned or undated; 

there is a discrepancy between the period end date 

for required financial statements and the date cited 

in the related audit report; the company’s auditor 

has not conducted a SAS 100 review with respect 

to the company’s Form 10–Q; required chief 

executive officer or chief financial officer 

certifications are missing; a Sarbanes-Oxley Act 

section 404 required internal control report or 

auditor certification is missing; the filing does not 

comply with the applicable SEC XBRL 

requirements; or the filing does not include 

signatures of officers or directors required by the 

applicable form. See Notice, 79 FR at 75218 n.6. 

8See proposed section 802.01E of the Manual. 

The Exchange states that it typically sends such 

notification within five business days. See Notice, 

79 FR at 75218. 9See proposed section 802.01E of the Manual. If 

the company has not issued the required press 

release within five days of the date of the Filing 

Delinquency Notification, the Exchange will issue 

a press release stating that the company has 

incurred a Filing Delinquency and providing a 

description thereof. Id. 

10 Id. Under the proposed amended rule, a 

company that has an uncured Filing Delinquency 

would not incur an additional Filing Delinquency 

if it fails to file a Subsequent Report by the 

applicable Filing Due Date. However, in order for 

the company to cure its initial Filing Delinquency, 

no Subsequent Report may be delinquent or 

deficient on the date by which the initial Filing 

Delinquency is required to be cured. Id. 

11 Id. 

12 Id. 

13 Id. 

the Late Filer Rule currently does not 

explicitly detail the Exchange’s 

treatment of companies whose annual or 

quarterly reports are defective. The 

Exchange has now proposed to amend 

its Late Filer Rule to add these elements. 

Specifically, the Exchange has 

proposed to amend its Late Filer Rule to 

explicitly state that, for purposes of 

remaining listed on the Exchange, a 

company would incur a filing 

delinquency and be subject to the 

procedures set forth in the amended 

rule on the date on which any of the 

following occurs: 

• The company fails to file its annual 

report or its quarterly report on Form 

10–Q with the Commission by the date 

such report was required to be filed by 

the applicable form (or extended due 

date if a Form 12b–25 is timely filed 

with the Commission) (the ‘‘Filing Due 

Date,’’ and the failure to file a report by 

the applicable Filing Due Date, a ‘‘Late 

Filing Delinquency’’); 

• The company files its annual report 

without an audit report from its 

independent auditor for any or all of the 

periods included in such annual report 

(a ‘‘Required Audit Report’’ and the 

absence of a Required Audit Report, a 

‘‘Required Audit Report Delinquency’’); 

• The company’s independent 

auditor withdraws a Required Audit 

Report or the company files a Form 

8–K with the Commission pursuant to 

Item 4.02(b) thereof disclosing that it 

has been notified by its independent 

auditor that a Required Audit Report or 

completed interim review should no 

longer be relied upon (a ‘‘Required 

Audit Report Withdrawal 

Delinquency’’); or 

• The company files a Form 8–K with 

the Commission pursuant to Item 

4.02(a) thereof to disclose that 

previously issued financial statements 

should no longer be relied upon because 

of an error in such financial statements 

or, in the case of a foreign private issuer, 

makes a similar disclosure in a Form 

6–K filed with the Commission or by 

other means (a ‘‘Non-Reliance 

Disclosure’’) and, in either case, the 

company does not refile all required 

corrected financial statements within 60 

days of the issuance of the Non-Reliance 

Disclosure (an ‘‘Extended Non-Reliance 

Disclosure Event’’ and, together with a 

Late Filing Delinquency, a Required 

Audit Report Delinquency and a 

Required Audit Report Withdrawal 

Delinquency, a ‘‘Filing Delinquency’’) 

(for purposes of the cure periods 

described in the rule, an Extended NonReliance Disclosure Event would be 

deemed to have occurred on the date of 

original issuance of the Non-Reliance 

Disclosure); if the Exchange believes 

that a company is unlikely to refile all 

required corrected financial statements 

within 60 days after a Non-Reliance 

Disclosure or that the errors giving rise 

to such Non-Reliance Disclosure are 

particularly severe in nature, the 

Exchange may, in its sole discretion, 

determine earlier than 60 days that the 

applicable company has incurred a 

Filing Delinquency as a result of such 

Non-Reliance Disclosure.6

Additionally, under the proposed rule, 

the Exchange would deem a company to 

have incurred a Late Filing Delinquency 

if it submits an annual report or Form 

10–Q to the Commission by the 

applicable Filing Due Date, but such 

filing fails to include an element 

required by the applicable form and the 

Exchange determines in its sole 

discretion that such deficiency is 

material in nature.7

Upon the occurrence of a Filing 

Delinquency, the Exchange would 

promptly send written notification to a 

company of its procedures relating to 

late filings (the ‘‘Filing Delinquency 

Notification’’).8 As is the case under the 

current rule, within five days of the date 

of the Filing Delinquency Notification, 

the company would be required to 

contact the Exchange to discuss the 

status of the Delinquent Report and 

issue a press release disclosing the 

occurrence of the Filing Delinquency, 

the reason therefor, and (if known) the 

anticipated date such Filing 

Delinquency will be cured via the filing 

or refiling of the applicable report, as 

the case may be.9

During the six-month period from the 

date of the Filing Delinquency (the 

‘‘Initial Cure Period’’), the Exchange 

would monitor the company and the 

status of the Delinquent Report and any 

subsequent annual report or quarterly 

report on Form 10–Q the company fails 

to file by the applicable Filing Due Date 

(a ‘‘Subsequent Report’’), through 

contact with the company, until the 

Filing Delinquency is cured.10 If the 

company fails to cure the Filing 

Delinquency within the Initial Cure 

Period, the Exchange may, in its sole 

discretion, allow the company’s 

securities to be traded for up to an 

additional six-month period (the 

‘‘Additional Cure Period’’) depending 

on the company’s specific 

circumstances.11 If the Exchange 

determines that an Additional Cure 

Period is not appropriate, suspension 

and delisting procedures would 

commence in accordance with the 

procedures set out in section 804.00 of 

the Manual.12 A company would not be 

eligible to follow the procedures 

outlined in sections 802.02 and 802.03 

with respect to this criterion.13

Notwithstanding the foregoing, 

however, under the proposed rule the 

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12236 Federal Register / Vol. 80, No. 44 / Friday, March 6, 2015 / Notices 

14 Id. 

15 Id. 

16 Id. 

17 Id. 

18 Id. 

19 Id. See supra note 10. 

20See Notice, 79 FR at 75219. 

21 Id. Both prior to and after March 1, 2015, the 

Exchange’s other continued listing standards 

would, of course, continue to apply, including the 

ability to suspend and delist if any other event or 

condition exists or occurs that makes further 

dealings or listing of the securities on the Exchange 

inadvisable or unwarranted. 

22 Id. 

23 Id. 

24 In approving this proposal, the Commission has 

considered the proposed rule’s impact on 

efficiency, competition, and capital formation. See 

15 U.S.C. 78c(f). 

25 15 U.S.C. 78f(b)(5). 

26See Securities Exchange Act Release No. 51777 

(June 2, 2005), 70 FR 33573 (June 8, 2005). 

27The Commission notes that, although section 

802.01E does not specifically provide for late filer 

treatment if a foreign private issuer fails to provide 

quarterly or semi-annual financial information, 

violation of section 802.01D could result in a 

foreign private issuer becoming subject to delisting. 

Specifically, section 802.01D provides that a listed 

company could be subject to delisting under 

sections 802.02 and 802.03 for ‘‘failure of a 

company to make timely, adequate, and accurate 

disclosures of information to its shareholders and 

the investing public.’’ The Commission believes 

Exchange may in its sole discretion 

decide: (i) Not to afford a company any 

Initial Cure Period or Additional Cure 

Period, as the case may be, at all; or (ii) 

at any time during the Initial Cure 

Period or Additional Cure Period, as the 

case may be, to truncate the Initial Cure 

Period or Additional Cure Period, as the 

case may be, and immediately 

commence suspension and delisting 

procedures if the company is subject to 

delisting pursuant to any other 

provision of the Manual, including if 

the Exchange believes, in its sole 

discretion, that continued listing and 

trading of a company’s securities on the 

Exchange is inadvisable or unwarranted 

in accordance with sections 802.01A, 

802.01B, 802.01C or 802.01D of the 

Manual.14

The Exchange may also commence 

suspension and delisting procedures if 

it believes, in its sole discretion, that it 

is advisable to do so based on an 

analysis of all relevant factors, 

including, but not limited to: 

• Whether there are allegations of 

financial fraud or other illegality in 

relation to the company’s financial 

reporting; 

• The resignation or termination by 

the company of the company’s 

independent auditor due to a 

disagreement; 

• Any extended delay in appointing a 

new independent auditor after a prior 

auditor’s resignation or termination; 

• The resignation of members of the 

company’s audit committee or other 

directors; 

• The resignation or termination of 

the company’s chief executive officer, 

chief financial officer or other key 

senior executives; 

• Any evidence that it may be 

impossible for the company to cure its 

Filing Delinquency within the cure 

periods otherwise available under the 

Late Filer Rule; and 

• Any past history of late filings.15

In determining whether an Additional 

Cure Period after the expiration of the 

Initial Cure Period is appropriate, the 

Exchange would, as is currently the 

case, consider the likelihood that the 

Delinquent Report and all Subsequent 

Reports can be filed or refiled, as 

applicable, during the Additional Cure 

Period, as well as the company’s general 

financial status, based on information 

provided by a variety of sources, 

including the company, its audit 

committee, its outside auditors, the staff 

of the SEC and any other regulatory 

body.16 Further, the Exchange, as it 

currently does, would strongly 

encourage companies to provide 

ongoing disclosure on the status of the 

Delinquent Report and any Subsequent 

Reports to the market through press 

releases, and would also take the 

frequency and detail of such 

information into account in determining 

whether an Additional Cure Period is 

appropriate.17

As proposed, if the Exchange 

determines that an Additional Cure 

Period is appropriate and the company 

fails to file the Delinquent Report and 

all Subsequent Reports by the end of 

such additional period, suspension and 

delisting procedures would commence 

immediately in accordance with the 

procedures set out in section 804.00.18

In no event would the Exchange 

continue to trade a company’s securities 

if: (i) it has failed to cure its Filing 

Delinquency; and (ii) it is not current 

with all Subsequent Reports, on the date 

that is twelve months after its initial 

Filing Delinquency.19

The Exchange has proposed that its 

amended Late Filer Rule become 

operative on March 1, 2015.20

Accordingly, the current provisions of 

section 802.01E of the Manual would be 

applicable to any listed company that 

fails to timely file an annual report 

(Forms 10–K, 20–F, 40–F or N–CSR) 

prior to March 1, 2015.21 On or after 

March 1, 2015, any listed company that 

fails to timely file an annual report, or 

quarterly report on Form 10–Q, would 

be subject to the amended provisions of 

Section 802.01E.22 Any listed company 

that is late as of March 1, 2015, in filing 

a Form 10–Q with a due date prior to 

that date would not be subject to the 

proposed amended rule with respect to 

that filing; however, any such company 

would be subject to the proposed 

amended rule with respect to any 

periodic report it does not file on a 

timely basis with a due date that is on 

or after March 1, 2015.23

III. Discussion and Commission 

Findings 

After careful review, the Commission 

finds that the proposed rule change is 

consistent with the requirements of the 

Act and the rules and regulations 

thereunder applicable to a national 

securities exchange.24 In particular, the 

Commission finds that the proposed 

rule change is consistent with section 

6(b)(5) of the Act,25 which requires, 

among other things, that the rules of a 

national securities exchange be 

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; and are not designed to 

permit unfair discrimination between 

customers, issuers, brokers, or dealers. 

The Commission believes that the 

goal of ensuring that listed companies 

have filed accurate, up-to-date reports 

under the Act is of critical importance 

so that investors have reliable 

information upon which they can make 

informed investment decisions. For the 

same reason, it is also important that 

companies with stale or defective 

publicly filed financial information do 

not remain listed on a national 

securities exchange if such information 

is not brought up-to-date or the 

deficiency cured in a timely manner. 

The Commission previously stated its 

view that the NYSE should consider 

shortening the timeframes within which 

a company would be delisted for failing 

to file annual reports as well as 

extending such requirements to issuers 

that are late in filing their quarterly 

reports with the Commission.26 The 

Commission believes that the proposed 

rule change, by including quarterly 

reports, should help to prevent an 

undue amount of time from passing 

without the company’s annual or 

quarterly reports being provided to the 

marketplace. 

The Commission also believes that the 

proposed changes to section 802.01E of 

the Manual should help to ensure that 

companies cannot continue to trade for 

extended periods of time without 

making their annual and interim reports 

publicly available.27 In this regard, the 

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Federal Register / Vol. 80, No. 44 / Friday, March 6, 2015 / Notices 12237 

that failure by a listed company to make interim 

financial disclosures, on at least a semi-annual 

basis, would meet this definition. 

28See supra note 10. 

29See supra note 15 and accompanying text. 

30As noted above, the Exchange strongly 

encourages companies to provide ongoing 

disclosure on the status of the Delinquent Report 

and any Subsequent Reports to the market through 

press releases, and would also take the frequency 

and detail of such information into account in 

determining whether an Additional Cure Period is 

appropriate. The Commission believes such 

disclosures are very important to the marketplace 

during the delinquency period. 

31 15 U.S.C. 78s(b)(2). 

Commission notes that the proposed 

rule change should help reduce those 

situations in which investors 

continuously have outdated or stale 

financial information upon which to 

base their investment decisions. As is 

discussed above, a company that has an 

uncured Filing Delinquency would not 

be able to cure the Filing Delinquency 

until all subsequent annual or quarterly 

reports that are delinquent have been 

filed.28 In other words, once it is a 

delinquent filer, a company can only 

become current in its filings if all of its 

annual and quarterly filings have been 

submitted to the SEC within 12 months 

of the first Filing Delinquency. Under 

the current rule by contrast, only annual 

reports trigger the suspension and 

delisting procedures of section 802.01E 

of the Manual. Furthermore, a listed 

company that demonstrates a history of 

delinquent filings could still be subject 

to delisting under the proposed rule 

change without the Exchange affording 

it any cure period at all (or at any time 

during an initial or additional cure 

period) as a result of the Exchange’s 

ability to commence suspension and 

delisting procedures based on a 

company’s ‘‘past history of late 

filings.’’ 29 The Commission believes 

these provisions will enable the 

Exchange to delist those companies that 

have demonstrated a history of 

providing outdated or stale financial 

information to investors and help the 

Exchange address the situation where a 

company becomes current within 12 

months and then a short while later, 

such as by the next Commission filing 

date, incurs another Filing Delinquency. 

In such a case, the Commission would 

be concerned that investors continue to 

rely on outdated information and do not 

have current financial information on a 

timely basis in which to make their 

trading and investment decisions. The 

Commission believes that the proposal 

is reasonably designed to further these 

goals of investor protection and 

therefore is consistent with the Act and 

section 6(b)(5) thereunder. 

Additionally, by clearly stating that 

the Exchange’s Late Filer Rule applies 

not only to companies that file late or 

defective annual reports but also 

broadening the delisting procedures to 

include listed companies that file late or 

defective quarterly reports, the 

Commission believes that the proposal 

should benefit the public interest and 

protect investors by helping to assure 

that a larger segment of the financial 

information investors may rely upon 

when deciding whether to invest in a 

company listed on the Exchange is upto-date and accurate. Further, by 

detailing what the Exchange considers 

to be a defective annual or quarterly 

report and how the Exchange treats 

listed companies whose filed reports 

suffer from a deficiency, the 

Commission believes that the proposed 

rule change promotes just and equitable 

principles of trade by providing 

additional transparency to listed 

companies as to what could cause them 

to become subject to the section 802.01E 

delisting procedures for a late or 

deficient filing. For example, as noted 

above, Exchange rules will be clear that 

a company that files an 8-K pursuant to 

Item 4.02(b) thereof and has a Required 

Audit Report Withdrawal Delinquency 

will be subject to the procedures in 

section 802.01E and can only be 

extended a maximum of 12 months to 

cure the delinquency. Moreover, and 

importantly, this additional 

transparency, as well as the more 

stringent requirements set forth in the 

amended rule, could encourage listed 

companies to take extra care to ensure 

that their filed reports are timely and 

accurate, which would protect investors 

and the public interest. To the extent 

this occurs, the Commission believes 

that the proposal also has the potential 

to enhance the reliability of reports filed 

by companies listed on the Exchange as 

well as investor confidence in such 

reports, which should help to perfect 

the mechanism of a free and open 

market. 

The new rules also give the Exchange 

discretion in certain areas when a filing 

fails to include an element required by 

the applicable Commission form and the 

Exchange determines in in its sole 

discretion that such deficiency is 

material in nature. The rule filing 

provided a non-exclusive list of 

elements that, if missing from a filing, 

would cause the Exchange to deem the 

company to have incurred a Filing 

Delinquency. The Exchange stated in its 

rule filing that, in making this 

determination, it would not be making 

any judgments as to the sufficiency of 

the filing in question for purposes of 

compliance with Commission rules, but 

rather only for purposes of compliance 

with Exchange rules. The Commission 

emphasizes that any determination by 

the Exchange that a missing element is 

not material for purposes of a Filing 

Delinquency has no effect on the 

company’s compliance with 

Commission rules. The Commission 

further notes that while there is a 

provision in the new rules concerning a 

listed company that files an 8–K or 6– 

K announcing a Non-Reliance 

Disclosure having 60 days to correct its 

financial statements, the proposal makes 

clear that the Filing Delinquency will 

date from the original announcement of 

the Non-Reliance Disclosure if it is not 

cured within 60 days. This will ensure 

that the period for curing a NonReliance Disclosure will not extend past 

the 12 month period given to listed 

companies that have had another type of 

Filing Delinquency. 

Finally, the Commission notes that 

the time periods allowed to cure a Filing 

Delinquency are maximums for 

purposes of continued listing. The new 

provisions being adopted provide 

additional transparency to investors and 

the marketplace but also give the 

Exchange discretion to analyze the 

particular case and consider whether it 

is appropriate to commence suspension 

and delisting procedures immediately 

based on the particular facts, as well 

giving the Exchange discretion to grant 

an additional six month cure period, or 

shorten any time periods previously 

given. The new rules provide additional 

transparency by setting forth certain 

factors that may cause immediate 

delisting or shortened periods, such as 

resignation of a company’s chief 

executive officer, financial officer or 

members of the audit committee; 

allegations of fraud or other illegality in 

relation to financial reporting; and past 

history of late filings. We expect the 

Exchange to carefully review each Filing 

Deficiency and ensure that the public 

interest is being served by continued 

trading. As noted above, the importance 

of timely and complete Commission 

filings to ensure that investors and the 

marketplace have accurate and up-todate information about publicly traded 

companies is of extreme importance for 

confidence in our public markets.30

IV. Conclusion 

It is therefore ordered, pursuant to 

section 19(b)(2) of the Act,31 that the 

proposed rule change (SR–NYSE–2014– 

65) be, and it hereby is, approved. 

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12238 Federal Register / Vol. 80, No. 44 / Friday, March 6, 2015 / Notices 

32 17 CFR 200.30–3(a)(12). 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.32

Brent J. Fields, 

Secretary. 

[FR Doc. 2015–05191 Filed 3–5–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. IC–31490] 

Notice of Applications for 

Deregistration Under Section 8(f) of the 

Investment Company Act of 1940 

February 27, 2015. 

The following is a notice of 

applications for deregistration under 

section 8(f) of the Investment Company 

Act of 1940 for the month of February 

2015. A copy of each application may be 

obtained via the Commission’s Web site 

by searching for the file number, or for 

an applicant using the Company name 

box, at http://www.sec.gov/search/

search.htm or by calling (202) 551– 

8090. An order granting each 

application will be issued unless the 

SEC orders a hearing. Interested persons 

may request a hearing on any 

application by writing to the SEC’s 

Secretary at the address below and 

serving the relevant applicant with a 

copy of the request, personally or by 

mail. Hearing requests should be 

received by the SEC by 5:30 p.m. on 

March 24, 2015, and should be 

accompanied by proof of service on 

applicants, in the form of an affidavit or, 

for lawyers, a certificate of service. 

Pursuant to Rule 0–5 under the Act, 

hearing requests should state the nature 

of the writer’s interest, any facts bearing 

upon the desirability of a hearing on the 

matter, the reason for the request, and 

the issues contested. Persons who wish 

to be notified of a hearing may request 

notification by writing to the 

Commission’s Secretary. 

ADDRESSES: The Commission: Brent J. 

Fields, Secretary, U.S. Securities and 

Exchange Commission, 100 F Street NE., 

Washington, DC 20549–1090. 

FOR FURTHER INFORMATION CONTACT: 

Diane L. Titus at (202) 551–6810, SEC, 

Division of Investment Management, 

Chief Counsel’s Office, 100 F Street NE., 

Washington, DC 20549–8010. 

Gottex Multi-Asset Endowment Fund— 

II [File No. 811–22412]; Gottex MultiAsset Endowment Fund—I [File No. 

811–22413]; Gottex Multi-Asset 

Endowment Master Fund [File No. 811– 

22415] 

Summary: Each applicant, a closedend investment company, seeks an 

order declaring that it has ceased to be 

an investment company. On February 2, 

2015, each applicant made a final 

liquidating distribution to its 

shareholders, based on net asset value. 

Applicants have retained approximately 

$144,877, $80,148 and $271,414, 

respectively, to pay shareholders their 

remaining balances and to pay 

applicants’ remaining expenses. 

Expenses of $2,300, $2,300 and $9,900, 

respectively, incurred in connection 

with the liquidations were paid by 

applicants. 

Filing Date: The applications were 

filed on February 4, 2015. 

Applicants’ Address: One Boston 

Place, Ste. 2600, 201 Washington St., 

Boston, MA 02109. 

Highland Special Situations Fund [File 

No. 811–21769] 

Summary: Applicant, a closed-end 

investment company, seeks an order 

declaring that it has ceased to be an 

investment company. Applicant 

transferred its assets to Highland 

Opportunistic Credit Fund, a series of 

Highland Funds I, and on July 1, 2014, 

made a distribution to its shareholders, 

based on net asset value. Expenses of 

approximately $312,224 incurred in 

connection with the reorganization were 

paid by the acquiring fund. 

Filing Date: The application was filed 

on February 2, 2015. 

Applicant’s Address: 200 Crescent 

Court, Ste. 700, Dallas, TX 75201. 

Invesco Municipal Income 

Opportunities Trust II [File No. 811– 

5793]; Invesco Municipal Income 

Opportunities Trust III [File No. 811– 

6052] 

Summary: Each applicant, a closedend investment company, seeks an 

order declaring that it has ceased to be 

an investment company. Applicants 

transferred their assets to Invesco 

Municipal Income Opportunities Trust, 

and on August 27, 2012, made 

distributions to their shareholders 

Income Opportunities Trust, and on 

August 27, 2012, made distributions to 

their shareholders based on net asset 

value. Expenses of $199,316, and 

$183,131, respectively, incurred in 

connection with the reorganizations 

were paid by Invesco Advisers, Inc., 

applicants’ investment adviser. 

Filing Date: The applications were 

filed on February 4, 2015. 

Applicants’ Address: 1555 Peachtree 

St. NE., Ste. 1800, Atlanta, GA 30309. 

Invesco Municipal Premium Income 

Trust [File No. 811–5688]; Invesco Van 

Kampen Trust for Value Municipals 

[File No. 811–6472]; Invesco Van 

Kampen Select Sector Municipal Trust 

[File No. 811–8000] 

Summary: Each applicant, a closedend investment company, seeks an 

order declaring that it has ceased to be 

an investment company. Applicants 

transferred their assets to Invesco Van 

Kampen Municipal Opportunity Trust 

(now known as Invesco Municipal 

Opportunity Trust), and on October 15, 

2012, made distributions to their 

shareholders based on net asset value. 

Expenses of $194,646, $203,231, and 

$203,911, respectively, incurred in 

connection with the reorganizations 

were paid by Invesco Advisers, Inc., 

applicants’ investment adviser. 

Filing Date: The applications were 

filed on February 4, 2015. 

Applicants’ Address: 1555 Peachtree 

St. NE., Ste. 1800, Atlanta, GA 30309. 

Invesco Value Municipal Trust [File 

No. 811–6434]; Invesco Value 

Municipal Securities [File No. 811– 

7109] 

Summary: Each applicant, a closedend investment company, seeks an 

order declaring that it has ceased to be 

an investment company. Applicants 

transferred their assets to Invesco Value 

Municipal Income Trust, and on 

October 15, 2012, made distributions to 

their shareholders based on net asset 

value. Expenses of $175,385 and 

$152,464, respectively, incurred in 

connection with the reorganizations 

were paid by Invesco Advisers, Inc., 

applicants’ investment adviser. 

Filing Date: The applications were 

filed on February 4, 2015. 

Applicants’ Address: 1555 Peachtree 

St. NE., Ste. 1800, Atlanta, GA 30309. 

Invesco Value Municipal Bond Trust 

[File No. 811–6053] 

Summary: Applicant, a closed-end 

investment company, seeks an order 

declaring that it has ceased to be an 

investment company. Applicant 

transferred its assets to Invesco Value 

Municipal Income Trust, and on 

October 15, 2012, made a distribution to 

its shareholders based on net asset 

value. Expenses of $148,082 incurred in 

connection with the reorganization were 

paid by applicant. 

Filing Date: The application was filed 

on February 4, 2015. 

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