82 FR 16648 - Winton Diversified Opportunities Fund and Winton Capital US LLC

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 82, Issue 64 (April 5, 2017)

Page Range		16648-16651
FR Document		2017-06693
Federal Register, Volume 82 Issue 64 (Wednesday, April 5, 2017)
[Federal Register Volume 82, Number 64 (Wednesday, April 5, 2017)]
[Notices]
[Pages 16648-16651]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2017-06693]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 32585; File No. 812-14694]


Winton Diversified Opportunities Fund and Winton Capital US LLC

March 30, 2017.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice.

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    Notice of an application under section 6(c) of the Investment 
Company Act of 1940 (the ``Act'') for an exemption from sections 
18(a)(2), 18(c) and 18(i) of the Act, under sections 6(c) and 23(c) of 
the Act for an exemption from rule 23c-3 under the Act, and for an 
order pursuant to section 17(d) of the Act and rule 17d-1 under the 
Act.

Summary of Application: Applicants request an order to permit certain 
registered closed-end management investment companies to issue multiple 
classes of shares and to impose asset-based service and/or distribution 
fees, early withdrawal charges (``EWCs'') and early repurchase fees 
(``Early Repurchase Fee'').

Applicants: Winton Diversified Opportunities Fund (the ``Fund'') and 
Winton Capital US LLC (the ``Adviser'').

Filing Dates: The application was filed on August 18, 2016 and amended 
February 22, 2017.

Hearing or Notification of Hearing: An order granting the requested 
relief will be issued unless the Commission orders a hearing. 
Interested persons may request a hearing by writing to the Commission's 
Secretary and serving applicants with a copy of the request, personally 
or by mail.
    Hearing requests should be received by the Commission by 5:30 p.m. 
on April 25, 2017, and should be accompanied by proof of service on the 
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: Secretary, U.S. Securities and Exchange Commission, 100 F 
Street NE., Washington, DC 20549-1090; Applicants: Winton Diversified 
Opportunities Fund and Winton Capital US LLC, c/o Michael Beattie, SEI 
Corporation, One Freedom Valley Drive, Oaks, Pennsylvania 19456.

FOR FURTHER INFORMATION CONTACT: Elizabeth G. Miller, Senior Counsel, 
at (202) 551-8707, or Holly Hunter-Ceci, Acting Assistant Chief 
Counsel, at (202) 551-6825 (Division of Investment Management, Chief 
Counsel's Office).

SUPPLEMENTARY INFORMATION: The following is a summary of the 
application. The complete 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.

Applicants' Representations

    1. The Fund is a Delaware statutory trust that is registered under 
the Act as a diversified, closed-end management investment company. The 
Fund's investment objective is to seek long-term capital appreciation 
through compound growth.
    2. The Adviser is a Delaware limited liability company and is 
registered as an investment adviser under the Investment Advisers Act 
of 1940. The Adviser serves as investment adviser to the Fund.
    3. The applicants seek an order to permit the Fund to issue 
multiple classes of shares, each having its own fee and expense 
structure, and to impose asset-based service and/or distribution fees, 
EWCs and Early Repurchase Fees.
    4. Applicants request that the order also apply to any 
continuously-offered registered closed-end management investment 
company that may be organized in the future for which the Adviser or 
any entity controlling, controlled by, or under common control with the 
Adviser, or any successor in interest to any such entity,\1\ acts as 
investment adviser and which operates as an interval fund pursuant to 
rule 23c-3 under the Act or provides periodic liquidity with respect to 
its shares pursuant to rule 13e-4 under the Securities Exchange Act of 
1934 (``Exchange Act'') (each, a ``Future Fund'' and together with the 
Fund, the ``Funds'').\2\
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    \1\ A successor in interest is limited to an entity that results 
from a reorganization into another jurisdiction or a change in the 
type of business organization.
    \2\ Any Fund relying on this relief in the future will do so in 
a manner consistent with the terms and conditions of the 
application. Applicants represent that each entity presently 
intending to rely on the requested relief is listed as an applicant.
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    5. The Fund intends to make a continuous public offering of its 
Class I Shares following the effectiveness of its registration 
statement (File Nos. 333-201801 and 811-23028) on September 15, 2015. 
Applicants state that additional offerings by any Fund relying on the 
order may be on a private placement or public offering basis. Shares of 
the Funds will not be listed on any securities exchange, nor quoted on 
any quotation medium. The Funds do not expect there to be a secondary 
trading market for their shares.
    6. If the requested relief is granted, the Fund intends to 
continuously offer at least one additional class of shares (``Class A 
Shares'') and may also offer additional classes of shares in the 
future. Because of the different asset-based service and/or 
distribution fees, services and any other class expenses that may be 
attributable to a class of a Fund's shares, the net income attributable 
to, and the dividends payable on, each class of shares may differ from 
each other.
    7. Applicants state that, from time to time, the Fund may create 
additional classes of shares, the terms of which may differ from Class 
I Shares and Class A Shares in the following respects: (i) The amount 
of fees permitted by different distribution plans or different service 
fee arrangements; (ii) voting rights with respect to a distribution 
plan of a class; (iii) different class designations; (iv) the impact of 
any class expenses directly attributable to a particular class of 
shares allocated on a class basis as described in the application; (v) 
any differences in dividends and net asset value resulting from 
differences in fees under a distribution plan or in class expenses; 
(vi) any EWC or other sales load structure; (vii) any Early Repurchase 
Fees; and (viii) exchange or conversion privileges of the classes as 
permitted under the Act.

[[Page 16649]]

    8. Applicants state that currently no Fund intends to impose an 
Early Repurchase Fee. However, in the future, Funds may subject shares 
to an Early Repurchase Fee at a rate of 2 percent of the aggregate net 
asset value of a shareholder's shares repurchased by the Fund if the 
interval between the date of purchase of the shares and the valuation 
date with respect to the repurchase of those shares is less than one 
year. Any Repurchase Fee will apply equally to all shareholders of the 
applicable Fund, regardless of the class of shares held by such 
shareholders, consistent with Section 18 of the Act and Rule 18f-3 
thereunder. To the extent a Fund determines to waive, impose scheduled 
variations of or eliminate the Early Repurchase Fee, the Fund will 
comply with the requirements of Rule 22d-1 under the Act as if the 
Early Repurchase Fee were a CDSL (defined below) and as if the Fund 
were an open-ended investment company. The Fund's waiver, scheduled 
variation in, or elimination of, the Early Repurchase Fee will apply 
uniformly to all shareholders of the Fund regardless of the class of 
shares held by such shareholders.
    9. Applicants state that the Fund may provide periodic liquidity 
with respect to its shares pursuant to rule 13e-4 under the Exchange 
Act.\3\ A Future Fund may adopt a fundamental investment policy to 
repurchase a specified percentage of its shares in compliance with rule 
23c-3 and make quarterly repurchase offers to its shareholders or 
provide periodic liquidity with respect to its shares pursuant to rule 
13e-4 under the Exchange Act. Any repurchase offers made by the Funds 
will be made to all holders of shares of each such Fund.
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    \3\ Applicants submit that rule 23c-3 and Regulation M under the 
Exchange Act permit an interval fund to make repurchase offers to 
repurchase its shares while engaging in a continuous offering of its 
shares pursuant to Rule 415 under the Securities Act of 1933.
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    10. Applicants represent that any asset-based service and 
distribution fees for each class of shares will comply with the 
provisions of NASD Rule 2830(d) (``NASD Sales Charge Rule'').\4\ 
Applicants also represent that each Fund will disclose in its 
prospectus the fees, expenses and other characteristics of each class 
of shares offered for sale by the prospectus, as is required for open-
end multiple class funds under Form N-1A. As is required for open-end 
funds, each Fund will disclose its expenses in shareholder reports, and 
describe any arrangements that result in breakpoints in or elimination 
of sales loads in its prospectus.\5\ In addition, applicants will 
comply with applicable enhanced fee disclosure requirements for fund of 
funds, including registered funds of hedge funds.\6\
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    \4\ Any reference to the NASD Sales Charge Rule includes any 
successor or replacement rule that may be adopted by the Financial 
Industry Regulatory Authority (``FINRA'').
    \5\ See Shareholder Reports and Quarterly Portfolio Disclosure 
of Registered Management Investment Companies, Investment Company 
Act Release No. 26372 (Feb. 27, 2004) (adopting release) (requiring 
open-end investment companies to disclose fund expenses in 
shareholder reports); and Disclosure of Breakpoint Discounts by 
Mutual Funds, Investment Company Act Release No. 26464 (June 7, 
2004) (adopting release) (requiring open-end investment companies to 
provide prospectus disclosure of certain sales load information).
    \6\ Fund of Funds Investments, Investment Company Act Rel. Nos. 
26198 (Oct. 1, 2003) (proposing release) and 27399 (Jun. 20, 2006) 
(adopting release). See also Rules 12d1-1, et seq. of the Act.
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    11. Each of the Funds will comply with any requirements that the 
Commission or FINRA may adopt regarding disclosure at the point of sale 
and in transaction confirmations about the costs and conflicts of 
interest arising out of the distribution of open-end investment company 
shares, and regarding prospectus disclosure of sales loads and revenue 
sharing arrangements, as if those requirements applied to the Fund. In 
addition, each Fund will contractually require that any distributor of 
the Fund's shares comply with such requirements in connection with the 
distribution of such Fund's shares.
    12. Each Fund will allocate all expenses incurred by it among the 
various classes of shares based on the net assets of the Fund 
attributable to each class, except that the net asset value and 
expenses of each class will reflect distribution fees, service fees, 
and any other incremental expenses of that class. Expenses of the Fund 
allocated to a particular class of shares will be borne on a pro rata 
basis by each outstanding share of that class. Applicants state that 
each Fund will comply with the provisions of rule 18f-3 under the Act 
as if it were an open-end investment company.
    13. Applicants state that each Fund may impose an EWC on shares 
submitted for repurchase that have been held less than a specified 
period and may waive the EWC for certain categories of shareholders or 
transactions to be established from time to time. Applicants state that 
each of the Funds will apply the EWC (and any waivers, scheduled 
variations, or eliminations of the EWC) uniformly to all shareholders 
in a given class and consistently with the requirements of rule 22d-1 
under the Act as if the Funds were open-end investment companies.
    14. Each Fund operating as an interval fund pursuant to rule 23c-3 
under the Act may offer its shareholders an exchange feature under 
which the shareholders of the Fund may, in connection with the Fund's 
periodic repurchase offers, exchange their shares of the Fund for 
shares of the same class of (i) registered open-end investment 
companies or (ii) other registered closed-end investment companies that 
comply with rule 23c-3 under the Act and continuously offer their 
shares at net asset value, that are in the Fund's group of investment 
companies (collectively, ``Other Funds''). Shares of a Fund operating 
pursuant to rule 23c-3 that are exchanged for shares of Other Funds 
will be included as part of the amount of the repurchase offer amount 
for such Fund as specified in rule 23c-3 under the Act. Any exchange 
option will comply with rule 11a-3 under the Act, as if the Fund were 
an open-end investment company subject to rule 11a-3. In complying with 
rule 11a-3, each Fund will treat an EWC as if it were a contingent 
deferred sales load (``CDSL'').

Applicants' Legal Analysis

Multiple Classes of Shares

    1. Section 18(a)(2) of the Act makes it unlawful for a closed-end 
investment company to issue a senior security that is a stock unless 
(a) immediately after such issuance it will have an asset coverage of 
at least 200% and (b) provision is made to prohibit the declaration of 
any distribution, upon its common stock, or the purchase of any such 
common stock, unless in every such case such senior security has at the 
time of the declaration of any such distribution, or at the time of any 
such purchase, an asset coverage of at least 200% after deducting the 
amount of such distribution or purchase price, as the case may be. 
Applicants state that the creation of multiple classes of shares of the 
Funds may violate section 18(a)(2) because the Funds may not meet such 
requirements with respect to a class of shares that may be a senior 
security.
    2. Section 18(c) of the Act provides, in relevant part, that a 
closed-end investment company may not issue or sell any senior security 
if, immediately thereafter, the company has outstanding more than one 
class of senior security. Applicants state that the creation of 
multiple classes of shares of the Funds may be prohibited by section 
18(c), as a class may have priority over another class as to payment of 
dividends because shareholders of different classes would pay different 
fees and expenses.

[[Page 16650]]

    3. Section 18(i) of the Act provides that each share of stock 
issued by a registered management investment company will be a voting 
stock and have equal voting rights with every other outstanding voting 
stock. Applicants state that multiple classes of shares of the Funds 
may violate section 18(i) of the Act because each class would be 
entitled to exclusive voting rights with respect to matters solely 
related to that class.
    4. Section 6(c) of the Act provides that the Commission may exempt 
any person, security or transaction or any class or classes of persons, 
securities or transactions from any provision of the Act, or from any 
rule or regulation under the Act, if and to the extent such exemption 
is necessary or appropriate in the public interest and consistent with 
the protection of investors and the purposes fairly intended by the 
policy and provisions of the Act. Applicants request an exemption under 
section 6(c) from sections 18(a)(2), 18(c) and 18(i) to permit the 
Funds to issue multiple classes of shares.
    5. Applicants submit that the proposed allocation of expenses 
relating to distribution and voting rights among multiple classes is 
equitable and will not discriminate against any group or class of 
shareholders. Applicants submit that the proposed arrangements would 
permit a Fund to facilitate the distribution of its shares and provide 
investors with a broader choice of shareholder services. Applicants 
assert that the proposed closed-end investment company multiple class 
structure does not raise the concerns underlying section 18 of the Act 
to any greater degree than open-end investment companies' multiple 
class structures that are permitted by rule 18f-3 under the Act. 
Applicants state that each Fund will comply with the provisions of rule 
18f-3 as if it were an open-end investment company.

Early Withdrawal Charges

    1. Section 23(c) of the Act provides, in relevant part, that no 
registered closed-end investment company shall purchase securities of 
which it is the issuer, except: (a) On a securities exchange or other 
open market; (b) pursuant to tenders, after reasonable opportunity to 
submit tenders given to all holders of securities of the class to be 
purchased; or (c) under other circumstances as the Commission may 
permit by rules and regulations or orders for the protection of 
investors.
    2. Rule 23c-3 under the Act permits a registered closed-end 
investment company (an ``interval fund'') to make repurchase offers of 
between five and twenty-five percent of its outstanding shares at net 
asset value at periodic intervals pursuant to a fundamental policy of 
the interval fund. Rule 23c-3(b)(1) under the Act permits an interval 
fund to deduct from repurchase proceeds only a repurchase fee, not to 
exceed two percent of the proceeds, that is paid to the interval fund 
and is reasonably intended to compensate the fund for expenses directly 
related to the repurchase.
    3. Section 23(c)(3) provides that the Commission may issue an order 
that would permit a closed-end investment company to repurchase its 
shares in circumstances in which the repurchase is made in a manner or 
on a basis that does not unfairly discriminate against any holders of 
the class or classes of securities to be purchased.
    4. Applicants request relief under section 6(c), discussed above, 
and section 23(c)(3) from rule 23c-3 to the extent necessary for the 
Funds to impose EWCs on shares of the Funds submitted for repurchase 
that have been held for less than a specified period.
    5. Applicants state that the EWCs they intend to impose are 
functionally similar to CDSLs imposed by open-end investment companies 
under rule 6c-10 under the Act. Rule 6c-10 permits open-end investment 
companies to impose CDSLs, subject to certain conditions. Applicants 
note that rule 6c-10 is grounded in policy considerations supporting 
the employment of CDSLs where there are adequate safeguards for the 
investor and state that the same policy considerations support 
imposition of EWCs in the interval fund context. In addition, 
applicants state that EWCs may be necessary for the distributor to 
recover distribution costs. Applicants represent that any EWC imposed 
by the Funds will comply with rule 6c-10 under the Act as if the rule 
were applicable to closed-end investment companies. The Funds will 
disclose EWCs in accordance with the requirements of Form N-1A 
concerning CDSLs.

Asset-Based Service and/or Distribution Fees

    1. Section 17(d) of the Act and rule 17d-1 under the Act prohibit 
an affiliated person of a registered investment company, or an 
affiliated person of such person, acting as principal, from 
participating in or effecting any transaction in connection with any 
joint enterprise or joint arrangement in which the investment company 
participates unless the Commission issues an order permitting the 
transaction. In reviewing applications submitted under section 17(d) 
and rule 17d-1, the Commission considers whether the participation of 
the investment company in a joint enterprise or joint arrangement is 
consistent with the provisions, policies and purposes of the Act, and 
the extent to which the participation is on a basis different from or 
less advantageous than that of other participants.
    2. Rule 17d-3 under the Act provides an exemption from section 
17(d) and rule 17d-1 to permit open-end investment companies to enter 
into distribution arrangements pursuant to rule 12b-1 under the Act. 
Applicants request an order under section 17(d) and rule 17d-1 under 
the Act to the extent necessary to permit the Funds to impose asset-
based service and/or distribution fees. Applicants have agreed to 
comply with rules 12b-1 and 17d-3 as if those rules applied to closed-
end investment companies, which they believe will resolve any concerns 
that might arise in connection with a Fund financing the distribution 
of its shares through asset-based service and/or distribution fees.
    3. For the reasons stated above, applicants submit that the 
exemptions requested under section 6(c) are necessary and appropriate 
in the public interest and are consistent with the protection of 
investors and the purposes fairly intended by the policy and provisions 
of the Act. Applicants further submit that the relief requested 
pursuant to section 23(c)(3) will be consistent with the protection of 
investors and will insure that applicants do not unfairly discriminate 
against any holders of the class of securities to be purchased. 
Finally, applicants state that the Funds' imposition of asset-based 
service and/or distribution fees is consistent with the provisions, 
policies and purposes of the Act and does not involve participation on 
a basis different from or less advantageous than that of other 
participants.

Applicants' Condition

    Applicants agree that any order granting the requested relief will 
be subject to the following condition:
    Each Fund relying on the order will comply with the provisions of 
rules 6c-10, 12b-1, 17d-3, 18f-3, 22d-1, and, where applicable, 11a-3 
under the Act, as amended from time to time, as if those rules applied 
to closed-end management investment companies, and will comply with the 
NASD Sales Charge Rule, as amended from time to time, as if that rule 
applied to all closed-end management investment companies.


[[Page 16651]]


    For the Commission, by the Division of Investment Management, 
under delegated authority.
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-06693 Filed 4-4-17; 8:45 am]
 BILLING CODE 8011-01-P
Federal Register / Vol. 82, No. 64 / Wednesday, April 5, 2017 / Notices 16651

For the Commission, by the Division of A. Self-Regulatory Organization’s company can list a Linked Security with
Investment Management, under delegated Statement of the Purpose of, and tangible net worth requirement in
authority. Statutory Basis for, the Proposed Rule excess of $150 million (instead of $250
Eduardo A. Aleman, Change million), provided that the original issue
Assistant Secretary. price of all the company’s other index-
1. Purpose
[FR Doc. 2017–06693 Filed 4–4–17; 8:45 am] linked note offerings (combined with
BILLING CODE 8011–01–P
The Exchange proposes to amend index-linked note offerings of the
Nasdaq Rule 5710 (Securities Linked to company’s affiliates) listed on a national
the Performance of Indexes and securities exchange does not exceed
SECURITIES AND EXCHANGE Commodities (Including Currencies)), 25% of the company’s tangible net
COMMISSION which allows the listing of Linked worth.
Securities.3 The proposed rule change This alternative listing requirement
[Release No. 34–80348; File No. SR– will modify language in Nasdaq Rule also will be modified to be substantively
NASDAQ–2017–032]
5710(e) to reflect a substantially similar identical to the Arca provision. Thus,
Self-Regulatory Organizations; The change previously made by NYSE Arca, while a company’s listing of a Linked
NASDAQ Stock Market LLC; Notice of Inc. (‘‘Arca’’) to Arca Rule Security under the Nasdaq provision
Filing and Immediate Effectiveness of 5.2(j)(6)(A)(e) 4 so both the Nasdaq and must currently also meet the
Proposed Rule Change To Amend Arca provisions will be substantively requirement that the company also
Nasdaq Rule 5710 identical. exceed by at least 20% the earnings
Specifically, Nasdaq Rule 5710(e) requirements set forth in Nasdaq Rule
March 30, 2017. states that for listing of a Linked 5405(b)(1)(A), that earnings test will
Pursuant to Section 19(b)(1) of the Security,5 the issuer will be expected to likewise be deleted.8
Securities Exchange Act of 1934 have a minimum tangible net worth in The proposed rule change will both
(‘‘Act’’),1 and Rule 19b-4 thereunder,2 excess of $250 million and exceed by at delete the Nasdaq language discussed
notice is hereby given that on March 22, least 20% the earnings requirements set above, as well as add the following
2017, The NASDAQ Stock Market LLC forth in Nasdaq Rule 5405(b)(1)(A).6 The substantively identical language from
(‘‘Nasdaq’’ or ‘‘Exchange’’) filed with the proposed rule change deletes the the Arca provision, to substantially
Securities and Exchange Commission portion of this rule that requires that a conform the Nasdaq language to the
(‘‘SEC’’ or ‘‘Commission’’) the proposed company exceed by at least 20% the Arca language. First, that the original
rule change as described in Items I and earnings requirements set forth in issue price of the Linked Securities,
II below, which Items have been Nasdaq Rule 5405(b)(1)(A).7 combined with all of the company’s
prepared by the Exchange. The The proposed rule change will also other Linked Securities listed on a
Commission is publishing this notice to modify the $250 million minimum national securities exchange or
solicit comments on the proposed rule tangible net worth requirement with a otherwise publicly traded in the United
change from interested persons. parenthetical stating that if the Linked States, must not be greater than 25
Securities are fully and unconditionally percent of the company’s tangible net
I. Self-Regulatory Organization’s guaranteed by an affiliate of the worth at the time of issuance. Second,
Statement of the Terms of Substance of company, Nasdaq will rely on such a parenthetical will be added following
the Proposed Rule Change affiliate’s tangible net worth for this to say that if the Linked Securities
The Exchange proposes to amend purposes of this requirement. are fully and unconditionally
Nasdaq Rule 5710 (Securities Linked to Nasdaq Rule 5710(e) also provides an guaranteed by an affiliate of the
the Performance of Indexes and alternative listing requirement where a Company, Nasdaq will apply the
Commodities (Including Currencies)). provisions of this paragraph to such
3 See Nasdaq Rule 5710, which in defining
The text of the proposed rule change affiliate instead of the Company and
Linked Securities states that ‘‘Nasdaq will consider
is available on the Exchange’s Web site for listing and trading equity index-linked securities will include in its calculation all Linked
at http://nasdaq.cchwallstreet.com, at (‘‘Equity Index-Linked Securities’’) and commodity- Securities that are fully and
the principal office of the Exchange, and linked securities (‘‘Commodity-Linked Securities’’), unconditionally guaranteed by such
fixed income index-linked securities (‘‘Fixed affiliate. Third, as with the Arca
at the Commission’s Public Reference Income Index-Linked Securities’’), futures-linked
Room. securities (‘‘Futures-Linked Securities’’) and provision, a sentence at the end of this
multifactor index-linked securities (‘‘Multifactor listing standard will state that
II. Self-Regulatory Organization’s Index-Linked Securities’’ and, together with Equity Government issuers and supranational
Statement of the Purpose of, and Index-Linked Securities, Commodity-Linked entities will be evaluated on a case-by-
Statutory Basis for, the Proposed Rule Securities, Fixed Income Index-Linked Securities
and Futures-Linked Securities, ‘‘Linked Securities’’) case basis.
Change that in each case meet the applicable criteria of this The Exchange believes that
In its filing with the Commission, the Rule.’’ conforming Nasdaq’s listing standards
4 See Securities Exchange Act Release No. 56637
Exchange included statements to Arca’s does not impact investor
(Oct. 10, 2007), 72 FR 58704 (Oct. 16, 2007) (SR–
concerning the purpose of and basis for NYSEArca-2007–92). At the time of Arca’s initial
protections and will enhance
the proposed rule change and discussed filing, this rule was Arca Rule 5.2(j)(6)(e). competition by establishing an
any comments it received on the 5 This requirement will also apply for continued equivalent listing standard across Arca
proposed rule change. The text of these listing effective August 1, 2017. See Securities and Nasdaq for Linked Securities.
Exchange Act Release No. 79784 (Jan. 12, 2017), 82 Although Nasdaq will be deleting the
statements may be examined at the FR 6664 (Jan. 19, 2017) (SR–NASDAQ–2016–135).
earnings test, investors will not be
jstallworth on DSK7TPTVN1PROD with NOTICES

places specified in Item IV below. The 6 Nasdaq Rule 5405(b)(1)(A) requires a company
Exchange has prepared summaries, set under the ‘‘Income Standard’’ alternative for the adversely affected since a Company will
forth in sections A, B, and C below, of initial listing of a primary equity security on the still be required to have at least either
the most significant aspects of such Nasdaq Global Market to have ‘‘Annual income (i) $250 million, or (ii) $150 million in
from continuing operations before income taxes of
statements. at least $1,000,000 in the most recently completed
tangible net worth and subject to a
fiscal year or in two of the three most recently maximum issuance threshold
1 15 U.S.C. 78s(b)(1). completed fiscal years.’’
2 17 CFR 240.19b-4. 7 Id. 8 Id.

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Document Created: 2018-02-01 14:47:31
Document Modified: 2018-02-01 14:47:31
Category		Regulatory Information
Collection		Federal Register
sudoc Class		AE 2.7: GS 4.107: AE 2.106:
Publisher		Office of the Federal Register, National Archives and Records Administration
Section		Notices
Action		Notice.
Dates		The application was filed on August 18, 2016 and amended February 22, 2017.
Contact		Elizabeth G. Miller, Senior Counsel, at (202) 551-8707, or Holly Hunter-Ceci, Acting Assistant Chief Counsel, at (202) 551-6825 (Division of Investment Management, Chief Counsel's Office).
FR Citation		82 FR 16648