78540 Federal Register / Vol. 79, No. 249 / Tuesday, December 30, 2014 / Notices 

43 15 U.S.C. 78f(b)(5). 

44 15 U.S.C. 78s(b)(2). 

45 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3See Listing Rule 5101 and IM–5101–1. 

4While Nasdaq has always allowed a company to 

withdraw its application at any time, the proposed 

rule change will add this to the rules. 

5Listing Rule 5815(a)(1). A Company that has 

appealed a written denial may also withdraw its 

application (and appeal) while the appeal is 

pending. 

eligible investment for the Fund, at least 

80% of issues of such securities held by 

the Fund must have $200 million or 

more par amount outstanding at the 

time of investment. 

(19) To mitigate leveraging risk as 

result of certain transactions of the 

Fund, including transactions in 

derivative instruments, the Adviser will 

segregate or ‘‘earmark’’ liquid assets or 

otherwise cover the transactions that 

may give rise to such risk. 

(20) A minimum of 100,000 Shares 

will be outstanding at the 

commencement of trading on the 

Exchange. 

This approval order is based on all of 

the Exchange’s representations, 

including those set forth above and in 

the Notice, and the Exchange’s 

description of the Fund. The 

Commission notes that the Fund and the 

Shares must comply with the 

requirements of NYSE Arca Equities 

Rule 8.600 to be listed and traded on the 

Exchange. 

For the foregoing reasons, the 

Commission finds that the proposed 

rule change is consistent with Section 

6(b)(5) of the Act 43 and the rules and 

regulations thereunder applicable to a 

national securities exchange. 

IV. Conclusion 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Exchange Act,44

that the proposed rule change (SR– 

NYSEArca–2014–85) be, and it hereby 

is, approved. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.45

Brent J. Fields, 

Secretary. 

[FR Doc. 2014–30444 Filed 12–29–14; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–73912; File No. SR–

NASDAQ–2014–102] 

Self-Regulatory Organizations; The 

NASDAQ Stock Market LLC; Notice of 

Filing of Proposed Rule Change to 

Require That a Company Publicly 

Disclose the Denial of a Listing 

Application 

December 22, 2014. 

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 December 

11, 2014, The NASDAQ Stock Market 

LLC (‘‘Nasdaq’’ or ‘‘Exchange’’) filed 

with the Securities and Exchange 

Commission (‘‘SEC’’ or ‘‘Commission’’) 

the proposed rule change as described 

in Items I, II, and III, 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. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to require that 

companies publicly disclose the denial 

of a listing application. 

The text of the proposed rule change 

is below; proposed new language is in 

italics. There are no proposed deletions. 

* * * * * 

5205. The Applications and 

Qualifications Process 

(a)—(h) No change. 

(i) (1) A Company may withdraw its 

application for initial listing at any 

time. 

(2) A Company that receives a written 

determination denying its application 

for listing must, within four business 

days, make a public announcement in a 

press release or other Regulation FD 

compliant manner about the receipt of 

the determination and the Rule(s) upon 

which the determination is based, 

describing each specific basis and 

concern identified by Nasdaq in 

reaching its determination. If the public 

announcement is not made by the 

Company within the time allotted or 

does not include all of the required 

information, Nasdaq will make a public 

announcement with the required 

information and, if the Company 

appeals the determination as set forth in 

Rule 5815, the Hearings Panel will 

consider the Company’s failure to make 

the public announcement in considering 

whether to list the Company. 

* * * * * 

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 

Nasdaq processes between 200 and 

300 applications each year from 

companies seeking to list securities on 

Nasdaq. While most applicants meet the 

listing requirements, or are prepared to 

take action to meet those requirements 

before listing, in some cases a company 

does not meet the requirements and is 

not willing, or able, to comply. In other, 

rare instances, Nasdaq may determine to 

deny an application based on public 

interest concerns even though the 

company meets all initial listing 

requirements.3 In either of these cases, 

the company is informed of the outcome 

and can withdraw its application before 

the application is formally denied.4 If 

the company does not withdraw the 

application, the Nasdaq Listing 

Qualifications Department will issue a 

written denial, which the company can 

appeal to a Listing Qualifications 

Hearings Panel.5

The procedures for such an appeal are 

similar to an appeal from a delisting 

determination. However, while the rules 

provide transparency to a delisting 

event by requiring the company to 

disclose a delisting determination, there 

is no comparable requirement for 

disclosure of an initial listing denial. 

Just as a delisting determination may 

be considered a material event to the 

investing public, Nasdaq believes that a 

denial of initial listing is equally so, 

particularly in the context of a company 

that previously publicly announced its 

intention to seek a listing, which is 

often the case. Investors view such an 

announcement to list as a positive 

development and such announcements 

often attract investor interest. Nasdaq 

believes that the public is therefore 

equally interested in the outcome of 

such an application and proposes to 

adopt a rule that would require a listing 

applicant that has been denied listing to 

publicly disclose the receipt of the 

determination and the circumstances on 

mstockstill on DSK4VPTVN1PROD with NOTICES

Federal Register / Vol. 79, No. 249 / Tuesday, December 30, 2014 / Notices 78541 

6The rule would not require disclosure if a 

company withdraws its listing application before 

receiving a written determination from Nasdaq. 

Companies withdraw listing applications for many 

reasons, including instances where the company is 

acquired, determines not to list on an exchange, or 

lists on another venue. In addition, Nasdaq does not 

believe it can enforce a disclosure requirement after 

a company has withdrawn from its process. 

Nonetheless, Nasdaq believes that such disclosure 

may be appropriate and encourages companies to 

make such disclosure. 

7 15 U.S.C. 78f(b). 

8 15 U.S.C. 78f(b)(5). 

9 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

which the decision was based.6 Just as 

is the case with a delisting 

determination, the proposed rule would 

require that the disclosure be made 

within four business days of receipt of 

Nasdaq’s determination. In cases where 

the company fails to make the required 

disclosure, Nasdaq would make the 

disclosure and a Listing Qualifications 

Hearings Panel would consider the 

company’s failure to make the required 

disclosure when it considers any 

subsequent appeal of the denial. 

2. Statutory Basis 

The Exchange believes that its 

proposal is consistent with Section 6(b) 

of the Act7 in general, and furthers the 

objectives of Section 6(b)(5) of the Act8

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. The 

proposed rule change will impose a 

disclosure requirement on companies 

that are denied initial listing on Nasdaq, 

which will help protect investors and 

the public interest by providing 

transparency to investors about the 

status of a company’s application. The 

proposed rule change will not affect a 

company’s ability to withdraw its listing 

application at any time and will add a 

statement about that ability to Nasdaq’s 

rules, which will promote just and 

equitable principles of trade by 

enhancing transparency and allowing 

companies to maintain control over the 

consideration of their applications. 

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 

proposed rule change will impose an 

additional disclosure requirement on a 

small universe of companies and is not 

expected to affect the number of 

companies applying to list on Nasdaq or 

any other exchange, or any company’s 

ability to list. 

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 

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 Exchange consents, 

the Commission shall: (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– 

NASDAQ–2014–102 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. 

All submissions should refer to File 

Number SR–NASDAQ–2014–102. 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 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–2014–102 and should be 

submitted on or before January 20, 2015. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.9

Brent J. Fields, 

Secretary. 

[FR Doc. 2014–30438 Filed 12–29–14; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–73906; File No. SR–CHX– 

2014–20] 

Self-Regulatory Organizations; 

Chicago Stock Exchange, Inc.; Notice 

of Filing and Immediate Effectiveness 

of a Proposed Rule Change to Amend 

the Trading Permit Application Fee 

December 22, 2014. 

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

Securities Exchange Act of 1934 

(‘‘Act’’),1 and Rule 19b–4 2 thereunder, 

notice is hereby given that on December 

15, 2014, the Chicago Stock Exchange, 

Inc. (‘‘CHX’’ or the ‘‘Exchange’’) filed 

with the Securities and Exchange 

Commission (‘‘Commission’’) the 

proposed rule change as described in 

Items I, II and III below, which Items 

have been prepared by the selfregulatory organization. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

CHX proposes to amend the Trading 

Permit application fee. The text of this 

proposed rule change is available on the 

Exchange’s Web site at (www.chx.com) 

and in the Commission’s Public 

Reference Room. 

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