Federal Register / Vol. 82, No. 195 / Wednesday, October 11, 2017 / Notices 47269 

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

2 17 CFR 240.19b–4. 

3Securities Exchange Act Release No. 58228 (July 

25, 2008), 73 FR 44794 (July 31, 2008) (adopting the 

predecessor to IM–5101–2). 

4Under IM–5101–2(b), an Acquisition Company 

must complete one or more business combinations 

having an aggregate fair market value of at least 

80% of the value of the deposit account within 36 

months of the effectiveness of its IPO registration 

statement. 

5The rules also require that that each proposed 

business combination must be approved by a 

majority of the company’s independent directors. 

6Rule 5505(a)(3) requires at least 300 round lot 

holders for initial listing on the Capital Market. 

Rule 5550(a)(3) requires at least 300 public holders 

for continued listing. To date, most Nasdaq-listed 

Acquisition Companies have opted to list on the 

Capital Market. 

7See, e.g., Rocky Mountain Power Company, 

Securities Exchange Act Release No, 40648 

(November 9, 1998) (text at footnote 11). 

8Nasdaq analyzed the trading history of 

Acquisition Companies listed since 2010, including 

those cited for non-compliance with the 300 

shareholder requirement. Nasdaq observed that 

shares of all reviewed Acquisition Companies 

Continued 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–81816; File No. SR– 

NASDAQ–2017–087] 

Self-Regulatory Organizations; The 

NASDAQ Stock Market LLC; Notice of 

Filing of Proposed Rule Change To 

Modify the Listing Requirements 

Related to Special Purpose Acquisition 

Companies Listing Standards To 

Reduce Round Lot Holders on Nasdaq 

Capital Market for Initial Listing From 

300 to 150 and Eliminate Public 

Holders for Continued Listing From 

300 to Zero, Require $5 Million in Net 

Tangible Assets for Initial and 

Continued Listing, and Impose a 

Deadline To Demonstrate Compliance 

With Initial Listing Requirements on All 

Nasdaq Markets Within 30 Days 

Following Each Business Combination 

October 4, 2017. 

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 

September 20, 2017, 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 modify the 

listing requirements related to 

Acquisition Companies. 

The text of the proposed rule change 

is available on the Exchange’s Web site 

at http://nasdaq.cchwallstreet.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 

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 

In 2009 Nasdaq adopted a rule (IM– 

5101–2) to impose additional listing 

requirements on a company whose 

business plan is to complete an initial 

public offering and engage in a merger 

or acquisition with one or more 

unidentified companies within a 

specific period of time (‘‘Acquisition 

Companies’’).3 Based on experience 

listing these companies and reviewing 

the post-acquisition entities, Nasdaq 

proposes to modify the listing 

requirements applicable to them. 

Specifically, Nasdaq proposes to reduce 

the number of round-lot holders 

required for initial listing on the Nasdaq 

Capital Market from 300 to 150 and to 

eliminate the continued listing 

shareholder requirement on the Nasdaq 

Capital Market during the period that 

the company is subject to IM–5101–2.4

Nasdaq also proposes to require that an 

Acquisition Company listed on the 

Nasdaq Capital Market maintain at least 

$5 million in net tangible assets for 

initial and continued listing. Finally, 

Nasdaq proposes to impose a deadline 

for the company to demonstrate 

compliance with all initial listing 

requirements, including the 300, 400, 

and 450 round-lot shareholder 

requirement on the Nasdaq Capital, 

Global and Global Select Markets, 

respectively, following a business 

combination. 

The additional requirements currently 

applicable to an Acquisition Company 

require, in part, that 90% of the gross 

proceeds of the company’s offering must 

be deposited into and retained in an 

escrow account through the date of a 

business combination; that the entity 

complete a significant business 

combination within 36 months of the 

effectiveness of the IPO registration 

statement; and that public shareholders 

who object to the combination have the 

right to convert their common stock into 

a pro rata share of the funds held in 

escrow.5 Following each business 

combination the combined company 

must meet Nasdaq’s requirements for 

initial listing. 

Nasdaq has observed that Acquisition 

Companies often have difficulty 

demonstrating compliance with the 

shareholder requirement for initial and 

continued listing.6 Based on 

conversations with marketplace 

participants, including the sponsors of 

Acquisition Companies and lawyers and 

bankers that advise these companies, 

Nasdaq believes these difficulties are 

due to the unique nature of Acquisition 

Companies, which limits the number of 

retail investors interested in the vehicle 

and encourages owners to hold their 

shares until a transaction is announced, 

as long as 3 years after their initial 

public offering. These same features, 

however, limit the benefit to investors of 

having a shareholder requirement. In 

that regard, Nasdaq notes that the 

purpose of the shareholder requirement, 

along with the listing requirements 

pertaining to float and market value of 

public float, is to help ensure that a 

stock has an investor following and 

liquid market necessary for trading.7

Given the unique nature of 

Acquisition Companies, however, the 

potential for distorted prices occurring 

as a result of there being few 

shareholders or illiquidity is less of a 

concern for their investors. During the 

period between its public offering and 

the consummation of a business 

combination, the value of an 

Acquisition Company is based primarily 

on the value of the funds it holds in 

trust, and the Acquisition Company’s 

shareholders have the right to redeem 

their shares for a pro rata share of that 

trust in conjunction with the business 

combination. As a result, Acquisition 

Companies, generally, have historically 

traded close to the value in the trust, 

even when they have had few 

shareholders, which suggests that their 

lack of shareholders has not resulted in 

distorted prices and the associated 

concerns.8 Acquisition Companies must 


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47270 Federal Register / Vol. 82, No. 195 / Wednesday, October 11, 2017 / Notices 

traded, on average, close to the $10 redemption 

value with the median of the average daily range 

equal to $0.07. This measure was the same for the 

overall group of the reviewed stocks, for the subset 

of stocks that received deficiency notifications for 

non-compliance with the 300 shareholder 

requirement, and for the remaining subset of stocks 

for the companies that were not cited for noncompliance with the 300 shareholder requirement. 

Similarly, the average of each stock’s average last 

price was between $9.85 and $9.96 for all three 

groups. 

Nasdaq also reviewed trading activity following 

the announcement by Acquisition Companies of a 

pending business combination with an operating 

company and observed no increase in volatility in 

the vast majority of cases. In every instance where 

volatility did increase following the announcement 

of a pending business combination, the Acquisition 

Company had not been cited for non-compliance 

with the 300 shareholder requirement. 

Nasdaq believes that this data analysis supports 

a conclusion that trading in shares of an 

Acquisition Company, generally, does not suffer 

when the company has fewer shareholders than the 

current Nasdaq requirement. 

9While under Nasdaq’s rules an Acquisition 

Company could pay operating and other expenses, 

subject to a limitation that 90% of the gross 

proceeds of the company’s offering must be retained 

in trust account, Nasdaq understands that 

marketplace demands typically dictate that 100% of 

the gross proceeds from the IPO be kept in the trust 

account and that only interest earned on that 

account be used to pay taxes and limited amount 

of operating expenses. Marketplace participants 

have also indicated that the current trend is to 

allow interest earned to be used for payments of 

taxes only, thus placing the burden for all operating 

expenses on the sponsors. 

10See, Footnote 4, supra. 

11See, Footnote 8, supra. 

12Listing Rule 5550(a)(1) requires that 

Acquisition Companies listed on the Nasdaq Capital 

Market will continue to have at least two registered 

and active Market Makers, one of which may be a 

Market Maker entering a stabilizing bid. As a result, 

Nasdaq does not expect that the proposed change 

will result in illiquidity or other problems trading 

the shares of Acquisition Companies. 

13 17 CFR 240.3a51–1. 

14 17 CFR 240.15g–1 et seq. 

15 17 CFR 240.3a51–1(a)(2). 

16 17 CFR 240.3a51–1(g)(1). Nasdaq believes that 

all Acquisition Companies currently listed satisfy 

this alternative. 

17The Commission has previously noted the 

potential for abuse with respect to penny stocks. 

See, e.g., Securities Exchange Act Release No. 

49037 (January 16, 2004), 69 FR 2531 (January 8, 

2004) (‘‘Our original penny stock rules reflected 

Congress’ view that many of the abuses occurring 

in the penny stock market were caused by the lack 

of publicly available information about the market 

in general and about the price and trading volume 

of particular penny stocks’’). 

18https://listingcenter.nasdaq.com/PennyStock

List.aspx. 

19 In 2012, Nasdaq modified its listing 

requirements to add an alternative to the $4 

minimum bid price per share requirement (the 

‘‘Alternative Price Filing’’). In approving the 

Alternative Price Filing, the Commission stated that 

it believed that although the listing of securities that 

do not have a blanket exclusion from the penny 

stock rules and require ongoing monitoring may 

increase compliance burdens on broker-dealers, the 

additional steps taken by Nasdaq to facilitate 

compliance should reduce those burdens and that, 

on balance, Nasdaq’s proposal is consistent with the 

requirement of Section 6(b)(5) of the Act that the 

rules of an exchange, among other things, 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. See, Exchange Act 

Release No. 66830 (April 18, 2012), 77 FR 24549 

(April 24, 2012) (approving SR–NASDAQ–2012– 

002). 

20Nasdaq also proposes to modify Listing Rule 

5810(c)(1) to include a failure to meet the 

requirements of IM–5101–2 in the list of 

circumstances where Nasdaq Staff will send an 

immediate Staff Delisting Determination. This 

change will conform Rule 5810 with the language 

already contained in Listing Rule IM–5101–2, 

which states that ‘‘if the Company does not meet 

the requirements for initial listing following a 

business combination or does not comply with one 

of the requirements [of Listing Rule IM–5101–2], 

also undergo a transformative 

transaction within 36 months of listing, 

at which time they must meet all listing 

requirements, including the shareholder 

requirement. This provides an 

additional protection to shareholders, 

assuring that any liquidity issues are 

only temporary. 

Nasdaq believes that an Exchange 

Traded Fund (‘‘ETF’’) is somewhat 

similar to an Acquisition Company in 

this regard in that an arbitrage 

mechanism keeps the ETF’s price close 

to the value of its underlying securities, 

even when trading in the ETF’s shares 

is relatively illiquid. The initial listing 

requirements for ETFs do not include a 

shareholder requirement and only 50 

shareholders are required for continued 

listing after the ETF has been listed for 

one year. 

For these reasons, Nasdaq proposes to 

reduce the shareholder requirement for 

the initial listing of an Acquisition 

Company on the Capital Market from 

300 to 150 round-lot shareholders. 

Nasdaq has also observed that it can 

be difficult for a company, once listed, 

to obtain evidence demonstrating the 

number of its shareholders because 

many accounts are held in street name 

and shareholders may object to being 

identified to the company. As a result, 

companies must seek information from 

broker-dealers and from third-parties 

that distribute information such as 

proxy materials for the broker-dealers. 

This process is time-consuming and 

particularly burdensome for Acquisition 

Companies because most operating 

expenses are typically borne by the 

Acquisition Company’s sponsors due to 

the requirement that the gross proceeds 

of the initial public offering remain in 

the trust account until the closing of the 

business combination.9 Accordingly, 

given the short life of an Acquisition 

Company,10 the trading characteristics 

of Acquisition Companies observed by 

Nasdaq,11 and the requirement to meet 

the initial listing standards at the time 

of the business combination, Nasdaq 

also proposes to eliminate the continued 

listing shareholder requirement for 

Acquisition Companies.12

Nasdaq notes that Rule 3a51–1 under 

the Act 13 defines a ‘‘penny stock’’ as 

any equity security that does not satisfy 

one of the exceptions enumerated in 

subparagraphs (a) through (g) under the 

Rule. If a security is a penny stock, 

Rules 15g–1 through 15g–9 under the 

Act 14 impose certain additional 

disclosure and other requirements on 

brokers and dealers when effecting 

transactions in such securities. Rule 

3a51–1(a)(2) under the Act 15 excepts 

from the definition of penny stock 

securities registered on a national 

securities exchanges that have initial 

listing standards that meet certain 

requirements, including, in the case of 

primary common stock, 300 round lot 

holders. Rule 3a51–1 also includes 

alternative exceptions from the 

definition of penny stock. Nasdaq 

proposes to require that Acquisition 

Companies have $5 million in net 

tangible assets for initial and continued 

listing on the Nasdaq Capital Market, 

thereby assuring that the securities of 

such companies satisfy the exclusion 

from being a penny stock contained in 

Rule 3a51–1(g)(1) of the Act.16

If an Acquisition Company no longer 

meets the applicable net tangible assets 

requirement following initial listing, its 

common stock could become subject to 

the penny stock rules.17 Broker-dealers 

that effect recommended transactions in 

such securities, among other things, 

under Commission Rule 3a51–1(g), need 

to review current financial statements of 

the issuer to verify that the security 

meets the applicable net tangible assets 

or average revenue test, have a 

reasonable basis for believing they 

remain accurate, and preserve copies of 

those financial statements as part of its 

records. To facilitate compliance by 

broker-dealers, Nasdaq will monitor the 

Acquisition Companies that fail the net 

tangible assets test and will publishes 

on the Nasdaq Listing Center Web site 

a daily list of any such company that no 

longer meets the net tangible assets 

requirement of the penny stock 

exclusion, and which does not satisfy 

any other penny stock exclusion.18

Nasdaq also specifically reminds brokerdealers of their obligations under the 

penny stock rules.19

In addition, if an Acquisition 

Company no longer meets the 

applicable net tangible assets 

requirement following initial listing, 

Nasdaq would initiate delisting 

proceedings under the Rule 5800 Series 

by sending a Staff Delisting 

Determination.20 While the Acquisition 


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Nasdaq will issue a Staff Delisting Determination 

under Rule 5810 to delist the Company’s 

securities.’’ 

21See, Rule 5815(c)(1). A company could also 

request review of a Panel decision by the Nasdaq 

Listing and Hearing Review Council; however, the 

Panel decision is generally effective immediately 

and is not stayed even if the company does appeal. 

See, Rules 5815(d)(1) and 5820(a). 

22See, Footnote 16, supra. 

23 15 U.S.C. 78f(b). 

24 15 U.S.C. 78f(b)(5). 

25See, Footnote 8, supra. 

26 17 CFR 230.146(b). 

27See, National Securities Markets Improvement 

Act of 1996, Public Law 104–290, 110 Stat. 3416 

(October 11, 1996), adopting Section 18 of the 

Securities Act, 15 U.S.C. 77r(a). 

28See, Securities Act Release No. 8791 (April 18, 

2007), 72 FR 20410 (April 24, 2007). 

29At the time, NYSE American was known as 

NYSE MKT. When determining that Nasdaq Capital 

Market securities are Covered Securities, the 

Commission did not specifically discuss Nasdaq’s 

300 round lot requirement for initial listing nor the 

difference between this requirement NYSE MKT’s 

400 public holder requirement. However, in 

determining to treat securities listed on the BATS 

Exchange, Inc. (‘‘BATS’’) as Covered Securities, the 

Commission reviewed the BATS listing standards, 

which are identical to Nasdaq’s, and stated that this 

difference does not preclude ‘‘a determination of 

substantial similarity between the standards.’’ 

Securities Act Release No. 9295 (January 20, 2012), 

77 FR 3590 (January 25, 2012). 

30See, Securities Act Release No. 8791 (April 18, 

2007), 72 FR 20410 (April 24, 2007). 

Company could request review of that 

determination by an independent 

Hearings Panel, the Company must 

make disclosure about its receipt of the 

Delisting Determination and the 

Hearings Panel can only allow a 

company to remain listed for a 

maximum of 180 calendar days from the 

date of the Staff Delisting 

Determination.21 Thus, an Acquisition 

Company that became subject to the 

penny stock rules could remain listed 

on the Nasdaq Capital Market only for 

a limited time and investors would have 

notice of the pending delisting. 

Last, Nasdaq notes that the existing 

rules require that following a business 

combination with an Acquisition 

Company, the resulting company must 

satisfy all initial listing requirements. 

The rule does not provide a timetable 

for the company to demonstrate that it 

satisfies those requirements, however. 

In order to assure that any company that 

does not satisfy the initial listing 

requirements following a business 

combination enters the delisting process 

promptly, Nasdaq proposes to codify 

that a company must demonstrate that 

it meets the initial listing requirements 

within 30 days following a business 

combination. If the company has not 

demonstrated that it meets the 

requirements for initial listing in that 

time, Nasdaq staff would issue a 

Delisting Determination, which the 

company could appeal to an 

independent Hearings Panel as 

described in the Nasdaq Rule 5800 

Series. 

Nasdaq also proposes to delete a 

duplicative paragraph from the rule text 

and separate certain provisions into new 

paragraphs to enhance the readability of 

the rule. 

These proposed changes will be 

effective upon approval of this rule by 

the Commission. However, Nasdaq will 

permit Acquisition Companies, if any, 

that were listed on the Capital Market 

before this proposal was approved and 

that have less than $5 million net 

tangible assets to remain listed, 

provided that such a company must 

continue to comply with the 300 public 

holder requirement for continued 

listing.22

2. Statutory Basis 

The Exchange believes that its 

proposal is consistent with Section 6(b) 

of the Act,23 in general, and furthers the 

objectives of Section 6(b)(5) of the Act,24

which requires that the rules of an 

exchange promote just and equitable 

principles of trade, remove 

impediments to and perfect the 

mechanism of a free and open market 

and a national market system and, in 

general, protect investors and the public 

interest. While the change would allow 

Acquisition Companies to list with 

fewer shareholders, this proposed 

change is consistent with the investor 

protection provisions of the Act because 

other protections help assure that 

market prices will not be distorted by 

any potential resulting lack of liquidity, 

which is the underlying purpose of the 

shareholder requirement. In particular, 

the ability of a shareholder to redeem 

shares for a pro rata share of the trust 

helps assure that the Acquisition 

Company will trade close to the value 

of the assets held in trust.25

The proposed rule change will also 

continue to assure that any listed 

Acquisition Company satisfies an 

exclusion from the definition of a 

‘‘penny stock’’ under the Act by 

imposing a new requirement that an 

Acquisition Company must maintain $5 

million of net tangible assets. Further, 

following listing Nasdaq will monitor 

the company and publish on its Web 

site if the company no longer satisfies 

those additional requirements or any of 

the other exclusions from being a penny 

stock contained in Rule 3a51–1 under 

the Securities Act of 1933. 

Thus, this change will remove 

impediments to and perfect the 

mechanism of a free and open market by 

removing listing requirements that 

prohibit certain companies from listing 

or remaining listed without any 

concomitant investor protection 

benefits. In addition, the change would 

also limit the amount of time that an 

Acquisition Company could remain 

listed following a business combination 

if it has not demonstrated compliance 

with the initial listing requirements, 

thereby enhancing investor protection. 

Accordingly, Nasdaq believes that the 

proposal satisfies the Exchange Act 

requirements. 

Finally, Nasdaq does not believe that 

this change affecting only Acquisition 

Companies should affect the designation 

in Rule 146(b) under the Securities 

Act 26 of securities listed on the Nasdaq 

Capital Market as ‘‘Covered Securities,’’ 

exempt from state registration 

requirements. 

In 1996, Congress amended Section 

18 of the Securities Act to exempt from 

state registration requirements securities 

listed, or authorized for listing, on the 

New York Stock Exchange LLC 

(‘‘NYSE’’), the American Stock 

Exchange LLC (now known as NYSE 

American LLC), or the National Market 

System of The Nasdaq Stock Market 

LLC (‘‘the Nasdaq Global Market’’) 

(collectively, the ‘‘Named Markets’’), or 

any national securities exchange 

designated by the Commission as having 

‘‘substantially similar’’ listing standards 

to those of the Named Markets.27 The 

securities listed on these markets are 

defined in Section 18 as ‘‘Covered 

Securities.’’ 

In 2007, the Commission amended 

Rule 146(b) to designate securities listed 

on the Nasdaq Capital Market as 

Covered Securities.28 After careful 

comparison, the Commission concluded 

that the listing standards of the Nasdaq 

Capital Market were substantially 

similar to the listing standards of NYSE 

American.29

When the Commission expanded Rule 

146(b) to include the Nasdaq Capital 

Market, it compared the listing 

requirements of the Named Markets to 

those of the Capital Market for common 

stock, secondary classes of common 

stock and preferred stocks, convertible 

debt, warrants, index warrants and 

units.30 At the time, no other securities 

were listed on the Capital Market, 

including Exchange Traded Products or 

Acquisition Companies. When the 

Commission later expanded Rule 146(b) 

to also include securities listed on 

BATS, it also separately considered 

BATS’ listing requirements for other 

securities including Exchange Traded 

Funds, Portfolio Depository Receipts 


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31See, Securities Act Release No. 9251 (August 8, 

2011), 76 FR 49698 (August 11, 2011). 32 17 CFR 200.30–3(a)(12). 

and Index Fund Shares.31 Thus, the 

Commission has recognized that it is 

appropriate to create different listing 

standards for different categories of 

companies and that such differences do 

not preclude the Commission from 

finding those securities are Covered 

Securities. 

Nasdaq notes that it is not proposing 

to reduce the shareholder requirement 

for operating companies listed on the 

Nasdaq Capital Market. The proposed 

change affects only the separate listing 

requirements for Acquisition 

Companies, which were adopted 

because Nasdaq viewed Acquisition 

Companies as presenting different risks 

than operating companies and created 

listing requirements designed to address 

those risks. Similarly, and as described 

above, just as Nasdaq believes 

Acquisition Companies have unique 

risks, other facets of their structure and 

the requirements of Nasdaq’s rules for 

Acquisition Companies minimize the 

need for a shareholder requirement. As 

described above, the Commission has 

previously concluded that categories of 

securities differing from common stock 

of operating companies can be Covered 

Securities, even though such securities 

are subject to lower listing 

requirements. Nasdaq believes that, 

here, the earlier decision to regulate 

Acquisition Companies listed on the 

Capital Market under the quantitative 

requirements of the Rule 5500 Series 

should not preclude the decision now to 

adopt a lower minimum shareholder 

requirement for Acquisition Companies, 

which are a unique category of 

securities, nor should it affect the 

designation of securities listed on the 

Capital Market as Covered Securities so 

long as the other investor protection 

requirements of the Act are satisfied. As 

described above, Nasdaq believes such 

investor protection requirements are 

satisfied. Moreover, preventing Nasdaq 

from making this change for the Capital 

Market would create the perverse, anticompetitive result that the Named 

Markets (including the Nasdaq Global 

Market) would be allowed to make this 

change, or any change, but that the 

markets identified in Rule 146(b) could 

never innovate and could only copy the 

changes made by the Named Markets 

[sic]. 

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. While the 

rule may permit more Acquisition 

Companies to list, or remain listed, on 

Nasdaq, other exchanges could adopt 

similar rules to compete for such 

listings. 

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–2017–087 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–NASDAQ–2017–087. 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–2017–087 and should be 

submitted on or before November 1, 

2017. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.32

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2017–21814 Filed 10–10–17; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

32853; 812–14817] 

Whitford Asset Management, LLC, et 

al. 

October 4, 2017. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice. 

Notice of an application for an order 

under section 6(c) of the Investment 

Company Act of 1940 (the ‘‘Act’’) for an 

exemption from sections 2(a)(32), 

5(a)(1), 22(d), and 22(e) of the Act and 

rule 22c–1 under the Act, under 

sections 6(c) and 17(b) of the Act for an 

exemption from sections 17(a)(1) and 

17(a)(2) of the Act, and under section 

12(d)(1)(J) for an exemption from 

sections 12(d)(1)(A) and 12(d)(1)(B) of 

the Act. The requested order would 

permit (a) index-based series of certain 

open-end management investment 

companies (‘‘Funds’’) to issue shares 

redeemable in large aggregations only 

(‘‘Creation Units’’); (b) secondary market 

transactions in Fund shares to occur at 

negotiated market prices rather than at 

net asset value (‘‘NAV’’); (c) certain 

Funds to pay redemption proceeds, 


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