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on 28, 2020, the Board a registered management investment I. Self-Regulatory Organization’s unanimously determined that failure to company. Statement of the Terms of Substance of redeem the Fund’s shares would likely 4. Applicant will comply with the the Proposed Rule Change result in adverse consequences to all of books and records provisions of Section Pursuant to the provisions of Section the Fund’s shareholders. 31 of the Act, and the rules thereunder 19(b)(1) under the Act,4 and Rule 19b– Applicant’s Conditions as set forth in the response to Item 7 of 4 thereunder,5 IEX is filing is filing with Applicant has agreed to the following the application. Such books and records the Commission a proposed rule change as conditions to deregistration under the shall promptly be made available to the to correct two typographical errors in Act: staff of the Commission as requested. IEX Rules 2.220(a)(7) and 11.410(a). The 1. Applicant will continue to 5. Applicant will operate in Exchange has designated this rule maintain its internet website and shall compliance with Section 17 of the Act change as ‘‘non-controversial’’ under 6 post its semi-annual (unaudited) and as if it were a registered management Section 19(b)(3)(A) of the Act and annual (audited by the Applicant’s investment company. provided the Commission with the notice required by Rule 19b–4(f)(6) independent accountants) financial 6. Neither (i) the Applicant’s statements to its website. As of the date thereunder.7 investment adviser, (ii) any ‘‘affiliated The text of the proposed rule change of the filing of the application, person’’ (as defined in the Act) of the Applicant has not engaged an is available at the Exchange’s website at investment adviser, (iii) any affiliated www.iextrading.com, at the principal independent accounting firm to audit person of the Applicant, nor (iv) any the Applicant. However, the Board and office of the Exchange, and at the affiliated person of the persons Commission’s Public Reference Room. Applicant’s management are actively described in clauses (ii) or (iii) will seeking a firm to perform any required receive any fee or other payment, II. Self-Regulatory Organization’s audits. The Applicant’s financial directly or indirectly, from Applicant; Statement of the Purpose of, and statements will be prepared in provided, however, that Applicant is Statutory Basis for, the Proposed Rule conformity with generally accepted permitted to make pro rata liquidation Change accounting practices in the United distributions. States of America and comply with In its filing with the Commission, the Regulation S–X, as if the Applicant were For the Commission, by the Division of self-regulatory organization included a registered management investment Investment Management, under delegated statements concerning the purpose of company, and will be posted to the authority. and basis for the proposed rule change Applicant’s website within 60 days of J. Matthew DeLesDernier, and discussed any comments it received the period’s end. Within 60 days of the Assistant Secretary. on the proposed rule change. The text period’s end, Applicant will send [FR Doc. 2020–20268 Filed 9–14–20; 8:45 am] of these statement [sic] be examined at the places specified in Item notifications to the shareholders (i) BILLING CODE 8011–01–P informing them that its financial IV below. The self-regulatory statements are available online, (ii) organization has prepared summaries, providing the internet address where SECURITIES AND EXCHANGE set forth in Sections A, B, and C below, the financial statements can be found COMMISSION of the most significant aspects of such and (iii) offering to send them a paper statements. copy, free of charge, upon their request. [Release No. 34–89796; File No. SR–IEX– A. Self-Regulatory Organization’s 2. Applicant will continue to 2020–13] Statement of the Purpose of, and maintain a Board that complies with the Statutory Basis for, the Proposed Rule fund governance standards under Rule Self-Regulatory Organizations; Change 0–1(a)(7) under the Act as if Applicant Investors Exchange LLC; Notice of were a registered management Filing and Immediate Effectiveness of 1. Purpose investment company. The Applicant’s Proposed Rule Change To Correct Two The Exchange recently filed a Board will continue to meet no less Typographical Errors in IEX Rules proposed rule change to amend, in part, frequently than quarterly. The Board 2.220(a)(7) and 11.410(a) IEX Rules 2.220(a)(7) and 11.410(a) to shall continue to approve the selection include MIAX PEARL LLC (‘‘MIAX , 2020. of the Applicant’s independent public PEARL’’) in the list of away trading accountant in accordance with Rule Pursuant to Section 19(b)(1) 1 of the centers to which the Exchange routes 32a–4 under the Act as if the Applicant Securities Exchange Act of 1934 (the and the market data sources the were a registered management ‘‘Act’’) 2 and Rule 19b–4 thereunder,3 Exchange will use to determine Top of investment company. No less frequently notice is hereby given that, on Book 8 quotations, in anticipation of than quarterly, the Applicant’s Board , 2020, the Investors MIAX PEARL’s planned launch of shall determine the fair value of the Exchange LLC (‘‘IEX’’ or the equities trading on , 2020 9 illiquid asset in a manner consistent ‘‘Exchange’’) filed with the Securities (the ‘‘Original Filing’’).10 The Original with Section 2(a)(41) of the Act. In the and Exchange Commission (the Filing introduced identical event that the value ascribed to that ‘‘Commission’’) the proposed rule typographical errors in IEX Rules asset decreases 25% or more with change as described in Items I, and II respect to its prior value, such decrease below, which Items have been prepared 4 15 U.S.C. 78s(b)(1). shall be promptly communicated in by the self-regulatory organization. The 5 17 CFR 240.19b–4. writing to (i) the shareholders and (ii) Commission is publishing this notice to 6 15 U.S.C. 78s(b)(3)(A). staff of the Commission’s Division of solicit comments on the proposed rule 7 17 CFR 240.19b–4. Investment Management. change from interested persons. 8 See IEX Rule 11.410(a)(1). 3. Applicant shall continue to 9 See https://www.miaxoptions.com/alerts/2020/ 07/20/miax-pearl-equities-updated-dom-and- maintain and implement the policies 1 15 U.S.C. 78s(b)(1). esesm-interface-specifications. and procedures required by Rules 17j– 2 15 U.S.C. 78a. 10 See Securities Exchange Act Release No. 89705 1 and 38a–1 under the Act as if it were 3 17 CFR 240.19b–4. (, 2020) (SR–IEX–2020–12).

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2.220(a)(7) and Rule 11.410(a), which III. Date of Effectiveness of the Commission takes such action, the the Exchange proposes to correct as Proposed Rule Change and Timing for Commission shall institute proceedings described below. Commission Action under Section 19(b)(2)(B) 20 of the Act to The Original Filing inadvertently Because the foregoing proposed rule determine whether the proposed rule listed the Market Identifier Code change does not: (i) Significantly affect change should be approved or (‘‘MIC’’) for MIAX PEARL’s equities the protection of investors or the public disapproved. exchange as ‘‘MPRL,’’ which is the MIC interest; (ii) impose any significant IV. Solicitation of Comments for MIAX PEARL’s options exchange. burden on competition; and (iii) become Interested persons are invited to The Exchange proposes to correct these operative for 30 days from the date on submit written data, views, and typographical errors by replacing the which it was filed, or such shorter time arguments concerning the foregoing, references to ‘‘MPRL’’ in IEX Rules as the Commission may designate, it has including whether the proposed rule 2.220(a)(7) and Rule 11.410(a) with become effective pursuant to Section change is consistent with the Act. references to ‘‘EPRL,’’ which is the MIC 19(b)(3)(A) of the Act 15 and Rule 19b– Comments may be submitted by any of for MIAX PEARL’s equities exchange.11 4(f)(6) thereunder.16 A proposed rule change filed the following methods: 2. Statutory Basis pursuant to Rule 19b–4(f)(6) under the Electronic Comments 17 IEX believes that the proposed rule Act normally does not become • Use the Commission’s internet change is consistent with the provisions operative for 30 days after the date of its comment form (http://www.sec.gov/ 18 of Section 6(b) 12 of the Act in general, filing. However, Rule 19b–4(f)(6)(iii) rules/sro.shtml); or and furthers the objectives of Section permits the Commission to designate a • Send an email to rule-comments@ 6(b)(5) of the Act 13 in particular, in that shorter time if such action is consistent sec.gov. Please include File Number SR– it is designed to prevent fraudulent and with the protection of investors and the IEX–2020–13 on the subject line. manipulative acts and practices, to public interest. The Exchange has asked promote just and equitable principles of the Commission to waive the 30-day Paper Comments trade, to remove impediments to and operative delay. The Exchange believes • Send paper comments in triplicate perfect the mechanism of a free and that waiver of the operative delay is to Secretary, Securities and Exchange open market and a national market consistent with the protection of Commission, 100 F Street NE, system, and, in general, to protect investors and the public interest Washington, DC 20549–1090. investors and the public interest. because it will allow the Exchange, All submissions should refer to File Specifically, IEX believes that the without undue delay, to correct a Number SR–IEX–2020–13. This file proposed rule change is consistent with typographical error in an acronym used number should be included on the Section 6(b)(5) of the Act 14 because by in a recent proposed rule change filing subject line if email is used. To help the correcting inadvertent typographical to avoid any potential confusion before Commission process and review your errors introduced by the Original Filing, the MIAX PEARL equities platform comments more efficiently, please use it will eliminate any confusion commences operations. The only one method. The Commission will regarding the away trading centers to Commission believes that waiver of the post all comments on the Commission’s which the Exchange routes and the 30-day operative delay is consistent internet website (http://www.sec.gov/ market data sources the Exchange will with the protection of investors and the rules/sro.shtml). Copies of the use to determine Top of Book public interest because the proposed submission, all subsequent quotations, without substantively rule change does not raise any new or amendments, all written statements changing such provisions. novel issues. Therefore, the Commission with respect to the proposed rule hereby waives the operative delay and change that are filed with the B. Self-Regulatory Organization’s designates the proposal as operative Commission, and all written Statement on Burden on Competition upon filing.19 communications relating to the IEX does not believe that the At any time within 60 days of the proposed rule change between the proposed rule change will result in any filing of the proposed rule change, the Commission and any person, other than burden on competition that is not Commission summarily may those that may be withheld from the necessary or appropriate in furtherance temporarily suspend such rule change if public in accordance with the of the purposes of the Act. The it appears to the Commission that such provisions of 5 U.S.C. 552, will be proposed rule change is not designed to action is necessary or appropriate in the available for website viewing and address any competitive issues but public interest, for the protection of printing in the Commission’s Public rather to correct inadvertent investors, or otherwise in furtherance of Reference Room, 100 F Street NE, typographical errors, thereby the purposes of the Act. If the Washington, DC 20549, on official eliminating any potential confusion business days between the hours of regarding such rule provisions without 15 15 U.S.C. 78s(b)(3)(A). 10:00 a.m. and 3:00 p.m. Copies of the 16 17 CFR 240.19b–4(f)(6). In addition, Rule 19b– filing will also be available for changing their substance. 4(f)(6)(iii) requires a self-regulatory organization to inspection and copying at the IEX’s C. Self-Regulatory Organization’s give the Commission written notice of its intent to file the proposed rule change, along with a brief principal office and on its internet Statement on Comments on the description and text of the proposed rule change, website at www.iextrading.com. All Proposed Rule Change Received From at least five business days prior to the date of filing comments received will be posted Members, Participants, or Others of the proposed rule change, or such shorter time as designated by the Commission. The Exchange without change. Persons submitting Written comments were neither has satisfied this requirement. comments are cautioned that we do not solicited nor received. 17 17 CFR 240.19b–4(f)(6). redact or edit personal identifying 18 17 CFR 240.19b–4(f)(6)(iii). information from comment submissions. 19 For purposes only of waiving the 30-day 11 You should submit only information See supra note 9. operative delay, the Commission also has 12 15 U.S.C. 78f. considered the proposed rule’s impact on that you wish to make available 13 15 U.S.C. 78f(b)(5). efficiency, competition, and capital formation. See 14 15 U.S.C. 78f(b)(5). 15 U.S.C. 78c(f). 20 15 U.S.C. 78s(b)(2)(B).

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publicly. All submissions should refer The Commission is publishing this will help to ensure that Restrictive to File Number SR–IEX–2020–13 and order to solicit comments on the Market Companies have sufficient should be submitted on or before proposed rule change from interested investor base and public float to support 6, 2020. persons and to institute proceedings fair and orderly trading on the 12 For the Commission, by the Division of pursuant to Section 19(b)(2)(B) of the Exchange. Specifically, the Exchange 6 Trading and Markets, pursuant to delegated Act to determine whether to approve proposes to adopt a definition of authority.21 or disapprove the proposed rule change. ‘‘Restrictive Market’’ 13 and to apply additional initial listing requirements to J. Matthew DeLesDernier, II. Exchange’s Description of the a Restrictive Market Company listing on Assistant Secretary. Proposed Rule Change the Exchange in connection with an IPO [FR Doc. 2020–20256 Filed 9–14–20; 8:45 am] The Exchange states that in recent or a business combination.14 The BILLING CODE 8011–01–P years the lack of transparency from Exchange also proposes to prohibit a certain emerging markets has raised Restrictive Market Company from listing concerns with respect to listed emerging SECURITIES AND EXCHANGE on the Nasdaq Capital Market in market companies regarding the 15 COMMISSION connection with a Direct Listing, but accuracy of disclosures, accountability, to allow a Restrictive Market Company and access to information, particularly [Release No. 34–89799; File No. SR– to list on the Nasdaq Global Select NASDAQ–2020–027] when the companies are based in a Market or Nasdaq Global Market in jurisdiction that has secrecy laws, connection with a Direct Listing, Self-Regulatory Organizations; The blocking statutes, national security laws provided that such company meets all Nasdaq Stock Market LLC; Order or other laws or regulations restricting applicable initial listing requirements Instituting Proceedings To Determine access to information by regulators of for such market. Whether To Approve or Disapprove a U.S.-listed companies (‘‘Restrictive Proposed Rule Change To Apply Market’’).7 The Exchange further states A. Definition of Restrictive Market Additional Initial Listing Criteria for that such concerns can be compounded The Exchange proposes to adopt a Companies Primarily Operating in when a company lists on the Exchange new definition of Restrictive Market in Restrictive Markets through an initial public offering Listing Rule 5005(a)(37).16 As proposed, (‘‘IPO’’) or a business combination with a Restrictive Market would mean a September 9, 2020. a small offering size or a low public jurisdiction that Nasdaq determines to float percentage, as the company may I. Introduction have secrecy laws, blocking statutes, not develop sufficient public float, national security laws or other laws or On , 2020, The Nasdaq Stock investor base, and trading interest to regulations restricting access to Market LLC (‘‘Nasdaq’’ or ‘‘Exchange’’) provide the depth and liquidity information by regulators of U.S.-listed filed with the Securities and Exchange necessary to promote fair and orderly companies in such jurisdiction.17 In Commission (‘‘Commission’’), pursuant trading, which may result in a security 8 to Section 19(b)(1) of the Securities that is illiquid. The Exchange states 12 See id. 1 Exchange Act of 1934 (‘‘Act’’) and Rule that such securities may trade 13 See infra note 17 and accompanying text. 19b–4 thereunder,2 a proposed rule infrequently, in a more volatile manner, 14 The Exchange states that, currently, it may rely change to apply additional listing and with a wider bid-ask spread, all of upon its discretionary authority under Nasdaq criteria to companies primarily which may lead to trading at a price that Listing Rule 5101 to deny initial listing or apply 9 additional or more stringent criteria when it is operating in a jurisdiction that has may not reflect true market value. In concerned that a small offering size for an IPO may secrecy laws, blocking statutes, national addition, the Exchange states that less not reflect the company’s initial valuation or may security laws or other laws or liquid securities may be more not ensure sufficient liquidity to support trading in regulations restricting access to susceptible to price manipulation and the secondary market. Pursuant to Rule 5101, Nasdaq has broad discretionary authority over the information by regulators of U.S.-listed that, in particular, the risk of price initial and continued listing of securities in Nasdaq companies. The proposed rule change manipulation due to insider trading is in order to maintain the quality of and public was published for comment in the more acute with respect to a company confidence in its market, to prevent fraudulent and Federal Register on 12, 2020.3 On that principally administers its business manipulative acts and practices, to promote just and equitable principles of trade, and to protect 21, 2020, pursuant to Section in a Restrictive Market (‘‘Restrictive investors and the public interest. Nasdaq may use 19(b)(2) of the Act,4 the Commission Market Company’’) because regulatory such discretion to deny initial listing, apply designated a longer period within which investigations into price manipulation, additional or more stringent criteria for the initial to approve the proposed rule change, insider trading, and compliance or continued listing of particular securities, or suspend or delist particular securities based on any disapprove the proposed rule change, or concerns may be impeded, and, event, condition, or circumstance that exists or institute proceedings to determine therefore, investor protections and occurs that makes initial or continued listing of the whether to disapprove the proposed remedies may be limited.10 As a result, securities on Nasdaq inadvisable or unwarranted in rule change.5 the Exchange states that it believes that the opinion of Nasdaq, even though the securities Restrictive Market Companies present meet all enumerated criteria for initial or continued listing on Nasdaq. See Nasdaq Listing Rule 5101. 21 17 CFR 200.30–3(a)(12). unique potential risks to U.S. 15 Nasdaq defines ‘‘Direct Listing’’ as the listing 1 15 U.S.C. 78s(b)(1). investors.11 of ‘‘companies that have sold common equity 2 17 CFR 240.19b–4. The Exchange states that it is now securities in private placements, which have not 3 See Securities Exchange Act Release No. 89027 proposing rule changes that it believes been listed on a national securities exchange or (, 2020), 85 FR 35962 (‘‘Notice’’). Comments traded in the over-the-counter market pursuant to on the proposed rule change can be found at: FINRA Form 211 immediately prior to the initial https://www.sec.gov/comments/sr-nasdaq-2020- whether to approve or disapprove, the proposed pricing.’’ See Nasdaq Listing Rule IM–5315–1. rule change. 027/srnasdaq2020027.htm. 16 6 The Exchange proposes to renumber current 4 15 U.S.C. 78s(b)(2). 15 U.S.C. 78s(b)(2)(B). paragraphs (a)(37) through (a)(46) of Listing Rule 7 See Notice, supra note 3, at 35962. 5 See Securities Exchange Act Release No. 89358 5005 in connection with the addition of the 8 (, 2020), 85 FR 45275 (, 2020). The See id. at 35962 and 35965. definition of Restrictive Market. See Notice, supra Commission designated , 2020 as the 9 See id. at 35962 and 35965–66. note 3, at 35963. date by which the Commission shall approve or 10 See id. at 35962 and 35966. 17 See id. at 35962–63; proposed Listing Rule disapprove, or institute proceedings to determine 11 See id. at 35965. 5005(a)(37).

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