In order to be listed on the Exchange, an issuer shall be required to meet the criteria set forth in the Rule
5000 Series within Equity 3 or one or more of the paragraphs below. The Exchange may extend unlisted trading
privileges to any security that is an NMS Stock (as defined in Rule 600 of Regulation NMS) that is listed on
another national securities exchange. Any such security will be subject to all Exchange trading rules
applicable to NMS Stocks, unless otherwise noted, including provisions of this Rule and Rule 4120, Equity
3A, Section 3, and Equity 10, Section 8.
(a) The Exchange may list Common Stock, Preferred Stock, Ordinary Shares, Shares or Certificates of
Beneficial Interest of Trust, Limited Partnership Interests, American Depositary Receipts (ADR), American
Depositary Shares (ADS), Units, Rights or Warrants pursuant to the Rule 5000 Series within Equity 3.
(b) Index Warrants
An index warrant may be listed if it substantially meets the following criteria:
(1) The minimum public distribution shall be at least 1 million warrants.
(2) The minimum number of public holders shall be at least 400.
(3) The aggregate market value of the outstanding index warrants shall be at least
$4 million.
(4) The issuer of the index warrants must have a minimum tangible net worth in
excess of $150 million.
(5) The term of the index warrant shall be for a period from one to five years.
(6) Limitations on Issuance — Where an issuer has a minimum tangible net
worth in excess of $150 million but less than $250 million, the Exchange will not list stock index warrants
of the issuer if the value of such warrants plus the aggregate value, based upon the original issuing price,
of all outstanding stock index, currency index and currency warrants of the issuer and its affiliates
combined that are listed for trading on the Exchange or another national securities exchange exceeds 25% of
the issuer's net worth.
(7) A.M. Settlement — The terms of stock index warrants for which 25% or
more of the value of the underlying index is represented by securities that are traded primarily in the
United States must provide that the opening prices of the stocks comprising the index will be used to
determine (i) the final settlement value (i.e., the settlement value for warrants that are exercised at
expiration) and (ii) the settlement value for such warrants that are valued on either of the two business
days preceding the day on which the final settlement value is to be determined.
(8) Automatic Exercise — All stock index warrants and any other cash-settled
warrants must include in their terms provisions specifying (i) the time by which all exercise notices must
be submitted and (ii) that all unexercised warrants that are in the money (or that are in the money by a
stated amount) will be automatically exercised on their expiration date or on or promptly following the date
on which such warrants are delisted by the Exchange (if such warrant issue has not been listed on another
national securities exchange).
(9) Foreign Country Securities — In instances where the stock index
underlying a warrant is comprised in whole or in part with securities traded outside the United States, the
foreign country securities or American Depositary Receipts ("ADRs") thereon that (i) are not subject to a
comprehensive surveillance agreement, and (ii) have less than 50% of their global trading volume in dollar
value within the United States, shall not, in the aggregate represent more than 20% of the weight of the
index, unless such index is otherwise approved for warrant or option trading.
(10) Changes in Number of Warrants Outstanding — Issuers of stock index
warrants either will make arrangements with warrant transfer agents to advise the Exchange immediately of
any change in the number of warrants outstanding due to the early exercise of such warrants or will provide
this information themselves. With respect to stock index warrants for which 25% or more of the value of the
underlying index is represented by securities traded primarily in the United States, such notice shall be
filed with the Exchange no later than 4:30 p.m. Eastern Time, on the date when the settlement value for such
warrants is determined. Such notice shall be filed in such form and manner as may be prescribed by the
Exchange from time to time.
(11) Only eligible broad-based indexes can underlie index warrants. For purposes
of this subparagraph, eligible broad-based indexes shall include those indexes approved by the Commission to
underlie index warrants or index options traded on the Exchange or another national securities exchange.
Any index warrant listed pursuant to this paragraph shall not be required to meet
the requirements of Equity 3A, Section 4. The Exchange may apply additional or more stringent criteria as
necessary to protect investors and the public interest.
(c) Other Securities
(1) The Exchange will consider listing any security not otherwise covered by the
listing criteria of the Rule 4000 or 5000 Series, provided the instrument is otherwise suited to trade
through the facilities of the Exchange. Such securities will be evaluated for listing against the following
criteria:
(A) The issuer shall have assets in excess of $100 million and stockholders'
equity of at least $10 million. In the case of an issuer which is unable to satisfy the income criteria set
forth in the Rule 4300 Series, the Exchange generally will require the issuer to have the following: (i)
assets in excess of $200 million and stockholders' equity of at least $10 million; or (ii) assets in excess
of $100 million and stockholders' equity of at least $20 million.
(B) There must be a minimum of 400 holders of the security, provided, however,
that if the instrument is traded in $1,000 denominations, there must be a minimum of 100 holders.
(C) For equity securities listed pursuant to this paragraph, there must be a
minimum public distribution of 1,000,000 trading units.
(D) The aggregate market value/principal amount of the security shall be at least
$4 million.
(2) Issuers of securities listed pursuant to this paragraph (f) must also be
eligible for listing on the Nasdaq Global Market or the New York Stock Exchange (NYSE) or be an affiliate of
a company that is also eligible for listing on the Nasdaq Global Market or the NYSE; provided, however, that
the provisions of Equity 3A, Section 4 will be applied to sovereign issuers of "other" securities on a
case-by-case basis.
(3) Prior to the commencement of trading of securities listed pursuant to this
paragraph, the Exchange will evaluate the nature and complexity of the issue and, if appropriate, distribute
a circular to the membership providing guidance regarding member firm compliance responsibilities and
requirements when handling transactions in such securities.
(d) The Exchange will consider listing Selected Equity-linked Debt Securities (SEEDS), pursuant to Rule
19b-4(e) under the Act, that generally meet the criteria of this paragraph. SEEDS are limited-term,
non-convertible debt securities of an issuer where the value of the debt is based, at least in part, on the
value of up to thirty (30) other issuers' common stock or non-convertible preferred stock (or sponsored
American Depositary Receipts (ADRs) overlying such equity securities).
(1) Issuer Listing Standards
(A) The issuer of a SEEDS must be an entity that:
(i) is eligible for listing on the Nasdaq Global Market or the New York Stock
Exchange (NYSE) or is an affiliate of a company eligible for listing on the Nasdaq Global Market or the
NYSE; provided, however, that the provisions of Equity 3A, Section 4 will be applied to sovereign issuers of
SEEDS on a case-by-case basis; and
(ii) has a minimum net worth of $150 million.
(B) In addition, the market value of a SEEDS offering, when combined with the
market value of all other SEEDS offerings previously completed by the issuer and traded on the Exchange or
another national securities exchange, may not be greater than 25 percent of the issuer's net worth at the
time of issuance.
(2) Equity-Linked Debt Security Listing Standards
The issue must have:
(A) a minimum public distribution of one million SEEDS;
(B) a minimum of 400 holders of the SEEDS, provided, however, that if the SEEDS is
traded in $1,000 denominations, there is no minimum number of holders;
(C) a minimum market value of $4 million; and
(D) a minimum term of one year.
(3) Minimum Standards Applicable to the Linked Security
An equity security on which the value of the SEEDS is based must:
(A)
(i) have a market value of listed securities of at least $3 billion and a trading
volume in the United States of at least 2.5 million shares in the one-year period preceding the listing of
the SEEDS;
(ii) have a market value of listed securities of at least $1.5 billion and a
trading volume in the United States of at least 10 million shares in the one-year period preceding the
listing of the SEEDS; or
(iii) have a market value of listed securities of at least $500 million and a
trading volume in the United States of at least 15 million shares in the one-year period preceding the
listing of the SEEDS.
(B) be issued by a company that has a continuous reporting obligation under the
Act, and the security must be listed on the Exchange or another national securities exchange and be subject
to last sale reporting; and
(C) be issued by:
(i) a U.S. company; or
(ii) a non-U.S. company (including a company that is traded in the United States
through sponsored ADRs) (for purposes of this paragraph (g), a non-U.S. company is any company formed or
incorporated outside of the United States) if:
a. the Exchange or its subsidiaries has a comprehensive surveillance sharing
agreement in place with the primary exchange in the country where the security is primarily traded (in the
case of an ADR, the primary exchange on which the security underlying the ADR is traded);
b. the combined trading volume of the non-U.S. security (a security issued by a
non-U.S. company) and other related non-U.S. securities occurring in the U.S. market and in markets with
which the Exchange or its subsidiaries has in place a comprehensive surveillance sharing agreement
represents (on a share equivalent basis for any ADRs) at least 50% of the combined world-wide trading volume
in the non-U.S. security, other related non-U.S. securities, and other classes of common stock related to
the non-U.S. security over the six month period preceding the date of listing; or
c.
1. the combined trading volume of the non-U.S. security and other related
non-U.S. securities occurring in the U.S. market represents (on a share equivalent basis) at least 20% of
the combined world-wide trading volume in the non-U.S. security and in other related non-U.S. securities
over the six-month period preceding the date of selection of the non-U.S. security for a SEEDS listing.
2. the average daily trading volume for the non-U.S. security in the U.S. markets
over the six-month period preceding the date of selection of the non-U.S. security for a SEEDS listing is
100,000 or more shares; and
3. the trading volume for the non-U.S. security in the U.S. market is at least
60,000 shares per day for a majority of the trading days for the six- month period preceding the date of
selection of the non-U.S. security for a SEEDS listing.
d. If the underlying security to which the SEEDS is to be linked is the stock of
a non-U.S. company which is traded in the U.S. market as a sponsored ADR, ordinary shares or otherwise, then
the minimum number of holders of the underlying linked security shall be 2,000.
(4) Limits on the Number of SEEDS Linked to a Particular Security
(A) The issuance of SEEDS relating to any underlying U.S. security may not exceed
five percent of the total outstanding shares of such underlying security. The issuance of SEEDS relating to
any underlying non-U.S. security or sponsored ADR may not exceed: (i) two percent of the total shares
outstanding worldwide if at least 30 percent of the worldwide trading volume in such security occurs in the
U.S. market during the six-month period preceding the date of listing;1 (ii) three percent of the total
shares outstanding worldwide if at least 50 percent of the worldwide trading volume in such security occurs
in the U.S. market during the six-month period preceding the date of listing; (iii) five percent of the
total shares outstanding worldwide if at least 70 percent of the worldwide trading volume in such security
occurs in the U.S. market during the six-month period preceding the date of listing. 1
(B) If an issuer proposes to issue SEEDS that relate to more than the allowable
percentages of the underlying security specified above, then the Exchange, with the concurrence of the staff
of the Division of Trading and Markets of the Commission, will evaluate the maximum percentage of SEEDS that
may be issued on a case-by-case basis.
(5) Prior to the commencement of trading of a particular SEEDS listed pursuant to
this subsection, the Exchange or its subsidiaries will distribute a circular to the membership providing
guidance regarding member firm compliance responsibilities (including suitability recommendations and
account approval) when handling transactions in SEEDS.
(e) Portfolio Depository Receipts
(1) Definitions. The following terms shall, unless the context otherwise requires,
have the meanings herein specified:
(A) Portfolio Depository Receipt. The term "Portfolio Depository Receipt" means a
security:
(i) that is based on a unit investment trust ("Trust") which holds the securities
which comprise an index or portfolio underlying a series of Portfolio Depository Receipts;
(ii) that is issued by the Trust in a specified aggregate minimum number in
return for a "Portfolio Deposit" consisting of specified numbers of shares of stock and/or a cash amount, a
specified portfolio of fixed income securities and/or a cash amount and/or a combination of the above;
(iii) that, when aggregated in the same specified minimum number, may be redeemed
from the Trust which will pay to the redeeming holder the stock and/or cash, fixed income securities and/or
cash and/or a combination thereof then comprising the "Portfolio Deposit"; and
(iv) that pays holders a periodic cash payment corresponding to the regular cash
dividends or distributions declared with respect to the component securities of the securities index or
portfolio of securities underlying the Portfolio Depository Receipts, less certain expenses and other
charges as set forth in the Trust prospectus.
(B) Reporting Authority. The term "Reporting Authority" in respect to a particular
series of Portfolio Depository Receipts means the Exchange, an affiliate of the Exchange, an institution
(including the Trustee for a series of Portfolio Depository Receipts), or a reporting service designated by
the Exchange or its affiliate as the official source for calculating and reporting information relating to
such series, including, but not limited to, any current index or portfolio value; the current value of the
portfolio of securities required to be deposited to the Trust in connection with issuance of Portfolio
Depository Receipts; the amount of any dividend equivalent payment or cash distribution to holders of
Portfolio Depository Receipts, net asset value, and other information relating to the creation, redemption
or trading of Portfolio Depository Receipts.
Nothing in this paragraph shall imply that an institution or reporting service
that is the source for calculating and reporting information relating to Portfolio Depository Receipts must
be designated by the Exchange; the term "Reporting Authority" shall not refer to an institution or reporting
service not so designated.
(C) US Component Stock. The term "US Component Stock" shall mean an equity
security that is registered under Sections 12(b) or 12(g) of the Act, or an American Depository Receipt, the
underlying equity security of which is registered under Sections 12(b) or 12(g) of the Act.
(D) Non-US Component Stock. The term "Non-US Component Stock" shall mean an equity
security that (a) is not registered under Sections 12(b) or 12(g) of the Act, (b) is issued by an entity
that is not organized, domiciled or incorporated in the United States, and (c) is issued by an entity that
is an operating company (including Real Estate Investment Trusts (REITs) and income trusts, but excluding
investment trusts, unit trusts, mutual funds, and derivatives).
(2) The Exchange requires that members provide to all purchasers of a series of
Portfolio Depository Receipts a written description of the terms and characteristics of such securities, not
later than the time a confirmation of the first transaction in such series is delivered to such purchaser.
In addition, members shall include such a written description with any sales material relating to a series
of Portfolio Depository Receipts that is provided to customers or the public. Any other written materials
provided by a member to customers or the public making specific reference to a series of Portfolio
Depository Receipts as an investment vehicle must include a statement in substantially the following form:
"A circular describing the terms and characteristics of [the series of Portfolio Depository Receipts] has
been prepared by [Trust name] and is available from your broker or Nasdaq BX. It is recommended that you
obtain and review such circular before purchasing [the series of Portfolio Depository Receipts]. In
addition, upon request you may obtain from your broker a prospectus for [the series of Portfolio Depository
Receipts]."
A member carrying an omnibus account for a non-member broker-dealer is required to
inform such non-member that execution of an order to purchase a series of Portfolio Depository Receipts for
such omnibus account will be deemed to constitute agreement by the non-member to make such written
description available to its customers on the same terms as are directly applicable to members and member
organizations under this rule.
Upon request of a customer, a member shall also provide a prospectus for the
particular series of Portfolio Depository Receipts.
(3) Equity. The Exchange may approve a series of Portfolio Depository Receipts for
listing and trading pursuant to Rule 19b-4(e) under the Act, provided each of the following criteria is
satisfied:
(A) Eligibility Criteria for Index Components.
(i) US Index or Portfolio. Upon the initial listing of a series of Portfolio
Depository Receipts pursuant to Rule 19b-4(e) under the Act, the component stocks of an index or portfolio
of US Component Stocks underlying such series of Portfolio Depository Receipts shall meet the following
criteria:
a. Component stocks that in the aggregate account for at least 90% of the weight
of the index or portfolio each shall have a minimum market value of at least $75 million;
b. Component stocks that in the aggregate account for at least 90% of the weight
of the index or portfolio each shall have a minimum monthly trading volume during each of the last six
months of at least 250,000 shares;
c. The most heavily weighted component stock shall not exceed 30% of the weight
of the index or portfolio, and the five most heavily weighted component stocks shall not exceed 65% of the
weight of the index or portfolio;
d. The index or portfolio shall include a minimum of 13 component stocks; and
e. All securities in the index or portfolio shall be US Component Stocks listed
on the Exchange or another national securities exchange and shall be NMS Stocks as defined in Rule 600 of
Regulation NMS under the Act.
(ii) International or global index or portfolio. Upon the initial listing of a
series of Portfolio Depository Receipts pursuant to Rule 19b-4(e) under the Act, the components of an index
or portfolio underlying a series of Portfolio Depository Receipts that consist of either only Non-US
Component Stocks or both US Component Stocks and Non-US Component Stocks shall meet the following criteria:
a. Component stocks that in the aggregate account for at least 90% of the weight
of the index or portfolio each shall have a minimum market value of at least $100 million;
b. Component stocks that in the aggregate account for at least 90% of the weight
of the index or portfolio each shall have a minimum worldwide monthly trading volume during each of the last
six months of at least 250,000 shares;
c. The most heavily weighted component stock shall not exceed 25% of the weight
of the index or portfolio, and the five most heavily weighted component stocks shall not exceed 60% of the
weight of the index or portfolio;
d. The index or portfolio shall include a minimum of 20 component stocks; and
e. Each US Component Stock shall be listed on a national securities exchange and
shall be an NMS Stock as defined in Rule 600 of Regulation NMS under the Act, and each Non-US Component
Stock shall be listed and traded on an exchange that has last-sale reporting.
(iii) Index or portfolio approved in connection with derivative securities. Upon
the initial listing of a series of Portfolio Depository Receipts pursuant to Rule 19b-4(e) under the Act,
the index or portfolio underlying a series of Portfolio Depository Receipts shall have been reviewed and
approved for trading of options, Portfolio Depository Receipts, Index Fund Shares, index-linked exchangeable
notes, or index-linked securities by the Commission under Section 19(b)(2) of the Act and rules thereunder,
and the conditions set forth in the Commission's approval order, including comprehensive surveillance
sharing agreements with respect to Non-US Component Stocks and the requirements regarding dissemination of
information, continue to be satisfied. Each component stock of the index or portfolio shall be either
a. a US Component Stock that is listed on a national securities exchange and is
an NMS Stock as defined in Rule 600 of Regulation NMS under the Act, or
b. a Non-US Component Stock that is listed and traded on an exchange that has
last-sale reporting.
(B) Index Methodology and Calculation.
(i) If the index is maintained by a broker-dealer or fund advisor, the
broker-dealer or fund advisor shall erect a "fire wall" around the personnel who have access to information
concerning changes and adjustments to the index and the index shall be calculated by a third party who is
not a broker-dealer or fund advisor;
(ii) The current index value for Portfolio Depository Receipts listed pursuant
to:
a. Equity 3A, Section 2(e)(3)(A)(i) will be widely disseminated by one or more
major market data vendors at least every 15 seconds during the Exchange's regular market session.
b. Equity 3A, Section 2(e)(3)(A)(ii) will be widely disseminated by one or more
major market data vendors at least every 60 seconds during the Exchange's regular market session; or
c. Equity 3A, Section 2(e)(3)(A)(iii) will be widely disseminated by one or more
major market data vendors at least every 15 seconds with respect to indexes containing only US Component
Stocks and at least every 60 seconds with respect to indexes containing Non-US Component Stocks, during the
Exchange's regular market session.
If the index value does not change during some or all of the period when trading
is occurring on the Exchange (for example, for indexes of Non-US Component Stocks because of time zone
differences or holidays in the countries where such indexes' component stocks trade), then the last official
calculated index value must remain available throughout the Exchange's trading hours; and
(iii) Any advisory committee, supervisory board, or similar entity that advises a
Reporting Authority or that makes decisions on the index or portfolio composition, methodology and related
matters, must implement and maintain, or be subject to, procedures designed to prevent the use and
dissemination of material non-public information regarding the applicable index.
(C) Disseminated Information. The Reporting Authority will disseminate for each
series of Portfolio Depository Receipts an estimate, updated at least every 15 seconds, of the value of a
share of each series (the "Intraday Indicative Value") during the Exchange's regular market session. The
Intraday Indicative Value may be based, for example, upon current information regarding the required deposit
of securities and cash amount to permit creation of new shares of the series or upon the index value. The
Intraday Indicative Value will be updated at least every 15 seconds during the Exchange's regular market
session; to reflect changes in the exchange rate between the US dollar and the currency in which any
component stock is denominated. If the Intraday Indicative Value does not change during some or all of the
period when trading is occurring on the Exchange, then the last official calculated Intraday Indicative
Value must remain available throughout the Exchange's trading hours.
(D) Initial Shares Outstanding. A minimum of 100,000 shares of a series of
Portfolio Depository Receipts is required to be outstanding at start-up of trading.
(E) Surveillance Procedures. FINRA will implement written surveillance procedures
for Portfolio Depository Receipts.
(F) Creation and redemption. For Portfolio Depository Receipts listed pursuant to
Equity 3A, Section 2(e)(3)(A)(ii) or (iii) above, the statutory prospectus or the application for exemption
from provisions of the Investment Company Act of 1940 for the series of Portfolio Depository Receipts must
state that the Trust must comply with the federal securities laws in accepting securities for deposits and
satisfying redemptions with redemption securities, including that the securities accepted for deposits and
the securities used to satisfy redemption requests are sold in transactions that would be exempt from
registration under the Securities Act of 1933.
(4) Fixed Income. Fixed Income Securities are debt securities that are notes,
bonds, debentures or evidence of indebtedness that include, but are not limited to, U.S. Department of
Treasury securities ("Treasury Securities"), government-sponsored entity securities ("GSE Securities"),
municipal securities, trust preferred securities, supranational debt and debt of a foreign country or
subdivision thereof. The Exchange may approve a series of Portfolio Depositary Receipts based on Fixed
Income Securities for listing and trading pursuant to Rule 19b-4(e) under the Securities Exchange Act of
1934 provided such portfolio or index: (i) has been reviewed and approved for the trading of options,
Portfolio Depository Receipts, Index Fund Shares, Index-Linked Exchangeable Notes or Index-Linked Securities
by the Commission under Section 19(b)(2) of the Securities Exchange Act of 1934 and the rules thereunder and
the conditions set forth in the Commission's approval order continue to be satisfied; or (ii) the following
criteria are satisfied:
(A) Eligibility Criteria for Index Components. Upon the initial listing of a
series of Portfolio Depositary Receipts pursuant to Rule 19b-4(e) under the Securities Exchange Act of 1934,
each component of an index or portfolio that underlies a series of Portfolio Depositary Receipts shall meet
the following criteria:
(i) The index or portfolio must consist of Fixed Income Securities;
(ii) Components that in aggregate account for at least 75% of the weight of the
index or portfolio must have a minimum original principal amount outstanding of $100 million or more;
(iii) A component may be a convertible security, however, once the convertible
security component converts to an underlying equity security, the component is removed from the index or
portfolio;
(iv) No component fixed-income security (excluding Treasury Securities) will
represent more than 30% of the weight of the index or portfolio, and the five highest weighted component
fixed-income securities do not in the aggregate account for more than 65% of the weight of the index or
portfolio;
(v) An underlying index or portfolio (excluding exempted securities) must include
securities from a minimum of 13 non-affiliated issuers; and
(vi) Component securities that in aggregate account for at least 90% of the
weight of the index or portfolio must be either: (a) from issuers that are required to file reports pursuant
to Sections 13 and 15(d) of the Exchange Act; (b) from issuers that have a worldwide market value of its
outstanding common equity held by non-affiliates of $700 million or more; (c) from issuers that have
outstanding securities that are notes, bonds, debentures, or evidence of indebtedness having a total
remaining principal amount of at least $1 billion; (d) exempted securities as defined in section 3(a)(12) of
the Securities Exchange Act of 1934; or (e) from issuers that are a government of a foreign country or a
political subdivision of a foreign country.
(B) Index Methodology and Calculation.
(i) If the index is maintained by a broker-dealer or fund advisor, the
broker-dealer or fund advisor shall erect a "fire wall" around the personnel who have access to information
concerning changes and adjustments to the index;
(ii) The current index value will be widely disseminated by one or more major
market data vendors at least once per day; and
(iii) Any advisory committee, supervisory board, or similar entity that advises a
Reporting Authority or that makes decisions on the index composition, methodology and related matters, must
implement and maintain, or be subject to, procedures designed to prevent the use and dissemination of
material non-public information regarding the applicable index.
(5) The Exchange may approve a series of Portfolio Depositary Receipts based on a
combination of indexes or an index or portfolio of component securities representing the U.S. equity market,
the international equity market, and the fixed income market for listing and trading pursuant to Rule
19b-4(e) under the Securities Exchange Act of 1934 provided: (i) each index has been reviewed and approved
for the trading of options, Portfolio Depository Receipts, Index Fund Shares, Index-Linked Exchangeable
Notes or Index-Linked Securities by the Commission under Section 19(b)(2) of the Securities Exchange Act of
1934 and rules thereunder and the conditions set forth in the Commission's approval order continue to be
satisfied; or (ii) each index or portfolio of equity and fixed income component securities separately meets
either the criteria set forth in Equity 3A, Section 2(e)(3) or (4) above.
(A) Index Methodology and Calculation.
(i) If an index is maintained by a broker-dealer or fund advisor, the
broker-dealer or fund advisor shall erect a "fire wall" around the personnel who have access to information
concerning changes and adjustments to the index;
(ii) The current composite index value will be widely disseminated by one or more
major market data vendors at least once every 15 seconds during the regular market session, provided
however, that (a) with respect to the Non-US Component Stocks of the combination index, the impact on the
index is only required to be updated at least every 60 seconds during the regular market session, and (b)
with respect to the fixed income components of the combination index the impact on the index is only
required to be updated at least once each day; and
(iii) Any advisory committee, supervisory board, or similar entity that advises a
Reporting Authority or that makes decisions on index composition, methodology and related matters, must
implement and maintain, or be subject to, procedures designed to prevent the use and dissemination of
material non-public information regarding the applicable index.
(6) The following provisions shall apply to all series of Portfolio Depositary
Receipts listed pursuant Equity 3A, Section 2(e)(4) and (5) above:
(A) Disseminated Information. The Reporting Authority will disseminate for each
series of Portfolio Depositary Receipts an estimate, updated at least every 15 seconds, of the value of a
share of each series (the "Intraday Indicative Value"). The Intraday Indicative Value may be based, for
example, upon current information regarding the required deposit of securities and cash amount to permit
creation of new shares of the series or upon the index value. The Intraday Indicative Value may be
calculated by the Exchange or by an independent third party throughout the day using prices obtained from
independent market data providers or other independent pricing sources such as a broker-dealer or price
evaluation services.
(B) Initial Shares Outstanding. A minimum of 100,000 shares of a series of
Portfolio Depositary Receipts is required to be outstanding at start-up of trading.
(C) Surveillance Procedures. FINRA will implement written surveillance procedures
for Portfolio Depositary Receipts.
(7) Regular market session trading will occur between 9:30 a.m. and either 4:00
p.m. or 4:15 p.m. for each series of Portfolio Depository Receipts, as specified by the Exchange. In
addition, the Exchange may designate each series of Portfolio Depository Receipts for trading during a
pre-market session beginning at 7:00 a.m. and/or a post-market session ending at 7:00 p.m.
(8) The Exchange may list and trade Portfolio Depository Receipts based on one or
more indexes or portfolios. The Portfolio Depository Receipts based on each particular index or portfolio,
or combination thereof, shall be designated as a separate series and shall be identified by a unique symbol.
The components of an index or portfolio on which Portfolio Depository Receipts are based shall be selected
by the Exchange or its agent, an affiliate of the Exchange, or by such other person as shall have a
proprietary interest in and authorized use of such index or portfolio, and may be revised from time to time
as may be deemed necessary or appropriate to maintain the quality and character of the index or portfolio.
(9) A Trust upon which a series of Portfolio Depository Receipts is based will be
listed and traded on the Exchange subject to application of the following criteria:
(A) Initial Listing —
(i) for each Trust, the Exchange will establish a minimum number of Portfolio
Depository Receipts required to be outstanding at the time of commencement of trading on the Exchange.
(ii) the Exchange will obtain a representation from the issuer of each series of
Portfolio Depository Receipts that the net asset value per share for the series will be calculated daily and
will be made available to all market participants at the same time.
(B) Continued Listing —
(i) The Exchange will consider the suspension of trading in or removal from
listing of a Trust upon which a series of Portfolio Depository Receipts is based under any of the following
circumstances:
a. if, following the initial twelve month period after the formation of a Trust
and commencement of trading on the Exchange, the Trust has more than 60 days remaining until termination and
there are fewer than 50 record and/or beneficial holders of Portfolio Depository Receipts for 30 or more
consecutive trading days;
b. if the value of the index or portfolio of securities on which the Trust is
based is no longer calculated or available or the index or portfolio on which the Trust is based is replaced
with a new index or portfolio, unless the new index or portfolio meets the requirements of this Rule for
listing either pursuant to Rule 19b-4(e) under the Securities Exchange Act of 1934 (including the filing of
a Form 19b-4(e) with the Commission) or by Commission approval of a filing pursuant to Section 19(b)(2) of
the Securities Exchange Act of 1934; or
c. if such other event shall occur or condition exists which in the opinion of
the Exchange, makes further dealings on the Exchange inadvisable.
Upon termination of a Trust, the Exchange requires that Portfolio Depository
Receipts issued in connection with such Trust be removed from listing. A Trust may terminate in accordance
with the provisions of the Trust prospectus, which may provide for termination if the value of securities in
the Trust falls below a specified amount.
(C) Term — the stated term of the Trust shall be as stated in the Trust
prospectus. However, a Trust may be terminated under such earlier circumstances as may be specified in the
Trust prospectus.
(D) Voting — voting rights shall be as set forth in the Trust prospectus.
The Trustee of a Trust may have the right to vote all of the voting securities of such Trust.
(10) Neither the Exchange, the Reporting Authority nor any agent of the Exchange
shall have any liability for damages, claims, losses or expenses caused by any errors, omissions, or delays
in calculating or disseminating any current index or portfolio value, the current value of the portfolio of
securities required to be deposited to the Trust; the amount of any dividend equivalent payment or cash
distribution to holders of Portfolio Depository Receipts; net asset value; or other information relating to
the creation, redemption or trading of Portfolio Depository Receipts, resulting from any negligent act or
omission by the Exchange, the Reporting Authority, or any agent of the Exchange or any act, condition or
cause beyond the reasonable control of the Exchange, its agent, or the Reporting Authority, including, but
not limited to, an act of God; fire; flood; extraordinary weather conditions; war; insurrection; riot;
strike; accident; action of government; communications or power failure; equipment or software malfunction;
or any error, omission or delay in the reports of transactions in one or more underlying securities.
(f) Index Fund Shares
(1) Definitions. The following terms shall, unless the context otherwise requires,
have the meanings herein specified:
(A) Index Fund Share. The term "Index Fund Share" means a security:
(i) that is issued by an open-end management investment company based on a
portfolio of stocks or fixed income securities or a combination thereof, that seeks to provide investment
results that correspond generally to the price and yield performance or total return performance of a
specified foreign or domestic stock index, fixed income securities index or combination thereof;
(ii) that is issued by such an open-end management investment company in a
specified aggregate minimum number in return for a deposit of specified numbers of shares of stock and/or a
cash amount, a specified portfolio of fixed income securities and/or a cash amount and/or a combination of
the above, with a value equal to the next determined net asset value; and
(iii) that, when aggregated in the same specified minimum number, may be redeemed
at a holder's request by such open-end investment company which will pay to the redeeming holder the stock
and/or cash, fixed income securities and/or cash and/or a combination thereof, with a value equal to the
next determined net asset value.
(B)
(i) The term "Index Fund Share" includes a security issued by an open-end
management investment company that seeks to provide investment results that either exceed the performance of
a specified domestic equity, international or global equity, or fixed income index or a combination thereof
by a specified multiple or that correspond to the inverse (opposite) of the performance of a specified
domestic equity, international or global equity, or fixed income index or a combination thereof by a
specified multiple. Such a security is issued in a specified aggregate number in return for a deposit of a
specified number of shares of stock, a specified portfolio of fixed income securities or a combination of
the above and/or cash with a value equal to the next determined net asset value. When aggregated in the same
specified minimum number, Index Fund Shares may be redeemed at a holder's request by such open-end
investment company which will pay to the redeeming holder the stock, fixed income securities or a
combination thereof and/or cash with a value equal to the next determined net asset value.
(ii) In order to achieve the investment result that it seeks to provide, such an
investment company may hold a combination of financial instruments, including, but not limited to, stock
index futures contracts; options on futures contracts; options on securities and indices; equity caps,
collars and floors; swap agreements; forward contracts; repurchase agreements and reverse repurchase
agreements (the "Financial Instruments"), but only to the extent and in the amounts or percentages as set
forth in the registration statement for such Index Fund Shares.
(iii) Any open-end management investment company which issues Index Fund Shares
referenced in this subparagraph (1)(B) that seeks to provide investment results, before fees and expenses,
in an amount that exceeds -200% of the percentage performance on a given day of a particular domestic
equity, international or global equity or fixed income securities index or a combination thereof shall not
be approved by the Exchange for listing and trading pursuant to Rule 19b-4(e) under the Securities Exchange
Act of 1934.
(iv) For the initial and continued listing of a series of Index Fund Shares
referenced in the provisions of this subparagraph (1)(B), the following requirements must be adhered to:
Daily public website disclosure of portfolio holdings that will form the basis
for the calculation of the net asset value by the issuer of such series, including, as applicable, the
following instruments:
a. The identity and number of shares held of each specific equity security;
b. The identity and amount held for each specific fixed income security;
c. The specific types of Financial Instruments and characteristics of such
Financial Instruments; and
d. Cash equivalents and the amount of cash held in the portfolio.
If the Exchange becomes aware that the net asset value related to Index Fund
Shares included in the provisions of this subparagraph (1)(B) is not being disseminated to all market
participants at the same time or the daily public website disclosure of portfolio holdings does not occur,
the Exchange shall halt trading in such series of Index Fund Share, as appropriate. The Exchange may resume
trading in such Index Fund Shares only when the net asset value is disseminated to all market participants
at the same time or the daily public website disclosure of portfolio holdings occurs, as appropriate.
(C) Reporting Authority. The term "Reporting Authority" in respect of a particular
series of Index Fund Shares means the Exchange, an affiliate of the Exchange, or an institution or reporting
service designated by the Exchange or its affiliate as the official source for calculating and reporting
information relating to such series, including, but not limited to, any current index or portfolio value;
the current value of the portfolio of any securities required to be deposited in connection with issuance of
Index Fund Shares; the amount of any dividend equivalent payment or cash distribution to holders of Index
Fund Shares, net asset value, and other information relating to the issuance, redemption or trading of Index
Fund Shares.
Nothing in this paragraph shall imply that an institution or reporting service
that is the source for calculating and reporting information relating to Index Fund Shares must be
designated by the Exchange; the term "Reporting Authority" shall not refer to an institution or reporting
service not so designated.
(D) US Component Stock. The term "US Component Stock" shall mean an equity
security that is registered under Sections 12(b) or 12(g) of the Act, or an American Depository Receipt, the
underlying equity security of which is registered under Sections 12(b) or 12(g) of the Act.
(E) Non-US Component Stock. The term "Non-US Component Stock" shall mean an equity
security that (a) is not registered under Sections 12(b) or 12(g) of the Act, (b) is issued by an entity
that is not organized, domiciled or incorporated in the United States, and (c) is issued by an entity that
is an operating company (including Real Estate Investment Trusts (REITs) and income trusts, but excluding
investment trusts, unit trusts, mutual funds, and derivatives).
(2) The Exchange requires that members provide to all purchasers of a series of
Index Fund Shares a written description of the terms and characteristics of such securities, in a form
prepared by the open-end management investment company issuing such securities, not later than the time a
confirmation of the first transaction in such series is delivered to such purchaser. In addition, members
shall include such a written description with any sales material relating to a series of Index Fund Shares
that is provided to customers or the public. Any other written materials provided by a member to customers
or the public making specific reference to a series of Index Fund Shares as an investment vehicle must
include a statement in substantially the following form: "A circular describing the terms and
characteristics of [the series of Index Fund Shares] has been prepared by the [open-end management
investment company name] and is available from your broker or Nasdaq BX. It is recommended that you obtain
and review such circular before purchasing [the series of Index Fund Shares]. In addition, upon request you
may obtain from your broker a prospectus for [the series of Index Fund Shares]."
A member carrying an omnibus account for a non-member broker-dealer is required to
inform such non-member that execution of an order to purchase a series of Index Fund Shares for such omnibus
account will be deemed to constitute agreement by the non-member to make such written description available
to its customers on the same terms as are directly applicable to members and member organizations under this
rule.
Upon request of a customer, a member shall also provide a prospectus for the
particular series of Index Fund Shares.
(3) Equity. The Exchange may approve a series of Index Fund Shares for listing and
trading pursuant to Rule 19b-4(e) under the Act provided each of the following criteria is satisfied:
(A) Eligibility Criteria for Index Components.
(i) US Index or Portfolio. Upon the initial listing of a series of Index Fund
Shares pursuant to 19b-4(e) under the Act, the component stocks of an index or portfolio of US Component
Stocks underlying a series of Index Fund Shares shall meet the following criteria:
a. Component stocks that in the aggregate account for at least 90% of the weight
of the index or portfolio each shall have a minimum market value of at least $75 million;
b. Component stocks that in the aggregate account for at least 90% of the weight
of the index or portfolio each shall have a minimum monthly trading volume during each of the last six
months of at least 250,000 shares;
c. The most heavily weighted component stock shall not exceed 30% of the weight
of the index or portfolio, and the five most heavily weighted component stocks shall not exceed 65% of the
weight of the index or portfolio;
d. The index or portfolio shall include a minimum of 13 component stocks; and
e. All securities in the index or portfolio shall be US Component Stocks listed
on the Exchange or another national securities exchange and shall be NMS Stocks as defined in Rule 600 of
Regulation NMS under the Act.
(ii) International or global index or portfolio. Upon the initial listing of a
series of Index Fund Shares pursuant to Rule 19b-4(e) under the Act, the components of an index or portfolio
underlying a series of Index Fund Shares that consist of either only Non-US Component Stocks or both US
Component Stocks and Non-US Component Stocks shall meet the following criteria:
a. Component stocks that in the aggregate account for at least 90% of the weight
of the index or portfolio each shall have a minimum market value of at least $100 million;
b. Component stocks that in the aggregate account for at least 90% of the weight
of the index or portfolio each shall have a minimum worldwide monthly trading volume during each of the last
six months of at least 250,000 shares;
c. The most heavily weighted component stock shall not exceed 25% of the weight
of the index or portfolio, and the five most heavily weighted component stocks shall not exceed 60% of the
weight of the index or portfolio;
d. The index or portfolio shall include a minimum of 20 component stocks; and
e. Each US Component Stock shall be listed on a national securities exchange and
shall be an NMS Stock as defined in Rule 600 of Regulation NMS under the Act, and each Non-US Component
Stock shall be listed and traded on an exchange that has last-sale reporting.
(iii) Index or portfolio approved in connection with derivative securities. Upon
the initial listing of a series of Index Fund Shares pursuant to Rule 19b-4(e) under the Act, the index or
portfolio underlying a series of Index Fund Shares shall have been reviewed and approved for trading of
options, Portfolio Depository Receipts, Index Fund Shares, index-linked exchangeable notes, or index-linked
securities by the Commission under Section 19(b)(2) of the Act and rules thereunder, and the conditions set
forth in the Commission's approval order, including comprehensive surveillance sharing agreements with
respect to Non-US Component Stocks and the requirements regarding dissemination of information, continue to
be satisfied. Each component stock of the index or portfolio shall be either
a. a US Component Stock that is listed on a national securities exchange and is
an NMS Stock as defined in Rule 600 of Regulation NMS under the Act, or
b. a Non-US Component Stock that is listed and traded on an exchange that has
last-sale reporting.
(B) Index Methodology and Calculation
(i) If the index is maintained by a broker-dealer or fund advisor, the
broker-dealer or fund advisor shall erect a "fire wall" around the personnel who have access to information
concerning changes and adjustments to the index and the index shall be calculated by a third party who is
not a broker-dealer or fund advisor;
(ii) The current index value for Index Fund Shares listed pursuant to:
a. Equity 3A, Section 2(f)(3)(A)(i) will be widely disseminated by one or more
major market data vendors at least every 15 seconds during the Exchange's regular market session;
b. Equity 3A, Section 2(f)(3)(A)(ii) will be widely disseminated by one or more
major market data vendors at least every 60 seconds during the Exchange's regular market session; or
c. Equity 3A, Section 2(f)(3)(A)(iii) will be widely disseminated by one or more
major market data vendors at least every 15 seconds with respect to indexes containing only US Component
Stocks and at least every 60 seconds with respect to indexes containing Non-US Component Stocks, during the
Exchange's regular market session
If the index value does not change during some or all of the period when trading
is occurring on the Exchange (for example, for indexes of Non-US Component Stocks because of time zone
differences or holidays in the countries where such indexes' component stocks trade), then the last official
calculated index value must remain available throughout the Exchange's trading hours; and
(iii) Any advisory committee, supervisory board, or similar entity that advises a
Reporting Authority or that makes decisions on the index or portfolio composition, methodology and related
matters, must implement and maintain, or be subject to, procedures designed to prevent the use and
dissemination of material non-public information regarding the applicable index.
(C) Disseminated Information. The Reporting Authority will disseminate for each
series of Index Fund Shares an estimate, updated at least every 15 seconds, of the value of a share of each
series (the "Intraday Indicative Value") during the Exchange's regular market session. The Intraday
Indicative Value may be based, for example, upon current information regarding the required deposit of
securities and cash amount to permit creation of new shares of the series or upon the index value. The
Intraday Indicative Value will be updated at least every 15 seconds during the Exchange's regular market
session; to reflect changes in the exchange rate between the US dollar and the currency in which any
component stock is denominated. If the Intraday Indicative Value does not change during some or all of the
period when trading is occurring on the Exchange, then the last official calculated Intraday Indicative
Value must remain available throughout the Exchange's trading hours.
(D) Initial Shares Outstanding. A minimum of 100,000 shares of a series of Index
Fund Shares is required to be outstanding at start-up of trading.
(E) Surveillance Procedures. FINRA will implement written surveillance procedures
for Index Fund Shares.
(F) Creation and redemption. For Index Fund Shares listed pursuant to Equity 3A,
Section 2(f)(3)(A)(ii) or (iii) above, the statutory prospectus or the application for exemption from
provisions of the Investment Company Act of 1940 for the series of Index Fund Shares must state that the
series of Index Fund Shares must comply with the federal securities laws in accepting securities for
deposits and satisfying redemptions with redemption securities, including that the securities accepted for
deposits and the securities used to satisfy redemption requests are sold in transactions that would be
exempt from registration under the Securities Act of 1933.
(4) Fixed Income. Fixed Income Securities are debt securities that are notes,
bonds, debentures or evidence of indebtedness that include, but are not limited to, U.S. Department of
Treasury securities ("Treasury Securities"), government-sponsored entity securities ("GSE Securities"),
municipal securities, trust preferred securities, supranational debt and debt of a foreign country or
subdivision thereof. The Exchange may approve a series of Index Fund Shares based on Fixed Income Securities
for listing and trading pursuant to Rule 19b-4(e) under the Securities Exchange Act of 1934 provided such
portfolio or index: (i) has been reviewed and approved for the trading of options, Portfolio Depository
Receipts, Index Fund Shares, Index-Linked Exchangeable Notes or Index-Linked Securities by the Commission
under Section 19(b)(2) of the Securities Exchange Act of 1934 and the rules thereunder and the conditions
set forth in the Commission's approval order continue to be satisfied; or (ii) the following criteria are
satisfied:
(A) Eligibility Criteria for Index Components. Upon the initial listing of Index
Fund Shares pursuant to Rule 19b-4(e) under the Securities Exchange Act of 1934, each component of an index
or portfolio that underlies a series of Index Fund Shares shall meet the following criteria:
(i) The index or portfolio must consist of Fixed Income Securities;
(ii) Components that in aggregate account for at least 75% of the weight of the
index or portfolio must have a minimum original principal amount outstanding of $100 million or more;
(iii) A component may be a convertible security, however, once the convertible
security component converts to an underlying equity security, the component is removed from the index or
portfolio;
(iv) No component fixed-income security (excluding Treasury Securities) will
represent more than 30% of the weight of the index or portfolio, and the five highest weighted component
fixed-income securities do not in the aggregate account for more than 65% of the weight of the index or
portfolio;
(v) An underlying index or portfolio (excluding exempted securities) must include
securities from a minimum of 13 non-affiliated issuers; and
(vi) Component securities that in aggregate account for at least 90% of the
weight of the index or portfolio must be either: (a) from issuers that are required to file reports pursuant
to Sections 13 and 15(d) of the Exchange Act; (b) from issuers that have a worldwide market value of its
outstanding common equity held by non-affiliates of $700 million or more; (c) from issuers that have
outstanding securities that are notes, bonds, debentures, or evidence of indebtedness having a total
remaining principal amount of at least $1 billion; (d) exempted securities as defined in section 3(a)(12) of
the Securities Exchange Act of 1934; or (e) from issuers that are a government of a foreign country or a
political subdivision of a foreign country.
(B) Index Methodology and Calculation.
(i) If the index is maintained by a broker-dealer or fund advisor, the
broker-dealer or fund advisor shall erect a "fire wall" around the personnel who have access to information
concerning changes and adjustments to the index;
(ii) The current index value will be widely disseminated by one or more major
market data vendors at least once per day; and
(iii) Any advisory committee, supervisory board, or similar entity that advises a
Reporting Authority or that makes decisions on the index composition, methodology and related matters, must
implement and maintain, or be subject to, procedures designed to prevent the use and dissemination of
material non-public information regarding the applicable index.
(5) The Exchange may approve a series of Index Fund Shares based on a combination
of indexes or an index or portfolio of component securities representing the U.S. equity market, the
international equity market, and the fixed income market for listing and trading pursuant to Rule 19b-4(e)
under the Securities Exchange Act of 1934 provided: (i) such portfolio or combination of indexes has been
reviewed and approved for the trading of options, Portfolio Depository Receipts, Index Fund Shares,
Index-Linked Exchangeable Notes or Index-Linked Securities by the Commission under Section 19(b)(2) of the
Securities Exchange Act of 1934 and rules thereunder and the conditions set forth in the Commission's
approval order continue to be satisfied; or (ii) each index or portfolio of equity and fixed income
component securities separately meets either the criteria set forth in Equity 3A, Section 2(f)(3) or (4)
above.
(A) Index Methodology and Calculation.
(i) If an index is maintained by a broker-dealer or fund advisor, the
broker-dealer or fund advisor shall erect a "fire wall" around the personnel who have access to information
concerning changes and adjustments to the index;
(ii) The current composite index value will be widely disseminated by one or more
major market data vendors at least once every 15 seconds during regular market session, provided however,
that (a) with respect to the Non-US Component Stocks of the combination index, the impact on the index is
only required to be updated at least every 60 seconds during the regular market session, and (b) with
respect to the fixed income components of the combination index the impact on the index is only required to
be updated at least once each day; and
(iii) Any advisory committee, supervisory board, or similar entity that advises a
Reporting Authority or that makes decisions on index composition, methodology and related matters, must
implement and maintain, or be subject to, procedures designed to prevent the use and dissemination of
material non-public information regarding the applicable index.
(6) The following provisions shall apply to all series of Index Fund Shares listed
pursuant Equity 3A, Section 2(f)(4) and (5) above:
(A) Disseminated Information. The Reporting Authority will disseminate for each
series of Index Fund Shares an estimate, updated at least every 15 seconds, of the value of a share of each
series (the "Intraday Indicative Value"). The Intraday Indicative Value may be based, for example, upon
current information regarding the required deposit of securities and cash amount to permit creation of new
shares of the series or upon the index value. The Intraday Indicative Value may be calculated by the
Exchange or by an independent third party throughout the day using prices obtained from independent market
data providers or other independent pricing sources such as a broker-dealer or price evaluation services.
(B) Initial Shares Outstanding. A minimum of 100,000 shares of a series of Index
Fund Shares is required to be outstanding at start-up of trading.
(C) Surveillance Procedures. FINRA will implement written surveillance procedures
for Index Fund Shares.
(7) Regular market session trading will occur between 9:30 a.m. and either 4:00
p.m. or 4:15 p.m. for each series of Index Fund Shares, as specified by the Exchange. In addition, the
Exchange may designate each series of Index Fund Shares for trading during a pre-market session beginning at
7:00 a.m. and/or a post-market session ending at 7:00 p.m.
(8) The Exchange may list and trade Index Fund Shares based on one or more foreign
or domestic indexes or portfolios. Each issue of Index Fund Shares based on each particular index or
portfolio, or combination thereof, shall be designated as a separate series and shall be identified by a
unique symbol. The components that are included in an index or portfolio on which a series of Index Fund
Shares are based shall be selected by such person, which may be the Exchange or an agent or wholly-owned
subsidiary thereof, as shall have authorized use of such index or portfolio. Such index or portfolio may be
revised from time to time as may be deemed necessary or appropriate to maintain the quality and character of
the index or portfolio.
(9) Each series of Index Fund Shares will be listed and traded on the Exchange
subject to application of the following criteria:
(A) Initial Listing —
(i) for each series, the Exchange will establish a minimum number of Index Fund
Shares required to be outstanding at the time of commencement of trading on the Exchange.
(ii) The Exchange will obtain a representation from the issuer of each series of
Index Fund Shares that the net asset value per share for the series will be calculated daily and will be
made available to all market participants at the same time.
(B) Continued Listing —
(i) The Exchange will consider the suspension of trading in or removal from
listing of a series of Index Fund Shares under any of the following circumstances:
a. if, following the initial twelve month period after commencement of trading on
the Exchange of a series of Index Fund Shares, there are fewer than 50 beneficial holders of the series of
Index Fund Shares for 30 or more consecutive trading days;
b. if the value of the index or portfolio of securities on which the series of
Index Fund Shares is based is no longer calculated or available or the index or portfolio on which the
series of Index Fund Shares is based is replaced with a new index or portfolio, unless the new index or
portfolio meets the requirements of this Equity 3A, Section 2(f) for listing either pursuant to Rule
19b-4(e) under the Securities Exchange Act of 1934 (including the filing of a Form 19b-4(e) with the
Commission) or by Commission approval of a filing pursuant to Section 19(b)(2) of the Securities Exchange
Act of 1934; or
c. if such other event shall occur or condition exists which in the opinion of
the Exchange, makes further dealings on the Exchange inadvisable.
Upon termination of an open-end management investment company, the Exchange
requires that Index Fund Shares issued in connection with such entity be removed from listing.
(C) Voting — voting rights shall be as set forth in the applicable open-end
management investment company prospectus.
(10) Neither the Exchange, the Reporting Authority, nor any agent of the Exchange
shall have any liability for damages, claims, losses or expenses caused by any errors, omissions, or delays
in calculating or disseminating any current index or portfolio value, the current value of the portfolio of
securities required to be deposited to the open-end management investment company in connection with
issuance of Index Fund Shares; the amount of any dividend equivalent payment or cash distribution to holders
of Index Fund Shares; net asset value; or other information relating to the purchase, redemption or trading
of Index Fund Shares, resulting from any negligent act or omission by the Exchange, the Reporting Authority
or any agent of the Exchange, or any act, condition or cause beyond the reasonable control of the Exchange,
its agent, or the Reporting Authority, including, but not limited to, an act of God; fire; flood;
extraordinary weather conditions; war; insurrection; riot; strike; accident; action of government;
communications or power failure; equipment or software malfunction; or any error, omission or delay in the
reports of transactions in one or more underlying securities.
(g) Trust Issued Receipts
(1) Definition. The term "Trust Issued Receipt" means a security (a) that
is issued by a trust ("Trust") which holds specified securities deposited with the Trust; (b) that, when
aggregated in some specified minimum number, may be surrendered to the trust by the beneficial owner to
receive the securities; and (c) that pays beneficial owners dividends and other distributions on the
deposited securities, if any are declared and paid to the trustee by an issuer of the deposited securities.
(2) The Exchange requires that members provide to all purchasers of newly issued
Trust Issued Receipts a prospectus for the series of Trust Issued Receipts.
(3) The eligibility requirements for component securities that are represented by
a series of Trust Issued Receipts and that became part of the Trust Issued Receipt when the security was
either: (a) distributed by a company already included as a component security in the series of Trust Issued
Receipts; or (b) received in exchange for the securities of a company previously included as a component
security that is no longer outstanding due to a merger, consolidation, corporate combination or other event,
shall be as follows:
(A) the component security must be listed on the Exchange or another national
securities exchange;
(B) the component security must be registered under Section 12 of the Act; and
(C) the component security must have a Standard & Poor's Sector Classification
that is the same as the Standard & Poor's Sector Classification represented by the component securities
included in the Trust Issued Receipt at the time of the distribution or exchange.
(4) Transactions in Trust Issued Receipts may be effected until 4:00 p.m. each
business day.
(5) The Exchange may list and trade Trust Issued Receipts based on one or more
securities. The Trust Issued Receipts based on particular securities shall be designated as a separate
series and shall be identified by a unique symbol. The securities that are included in a series of Trust
Issued Receipts shall be selected by the Exchange or its agent, an affiliate of the Exchange, or by such
other person as shall have a proprietary interest in such Trust Issued Receipts.
(6) Trust Issued Receipts will be listed and traded on the Exchange subject to
application of the following criteria:
(A) Initial Listing — for each Trust, the Exchange will establish a minimum
number of Trust Issued Receipts required to be outstanding at the time of the commencement of trading on the
Exchange.
(B) Continued Listing — following the initial twelve month period following
formation of a Trust and commencement of trading on the Exchange, the Exchange will consider the suspension
of trading in or removal from listing of a Trust upon which a series of Trust Issued Receipts is based under
any of the following circumstances:
(i) if the Trust has more than 60 days remaining until termination and there are
fewer than 50 record and/or beneficial holders of Trust Issued Receipts for 30 or more consecutive trading
days;
(ii) if the Trust has fewer than 50,000 receipts issued and outstanding;
(iii) if the market value of all receipts issued and outstanding is less than $1
million; or
(iv) if such other event shall occur or condition exists which, in the opinion of
the Exchange, makes further dealings on the Exchange inadvisable.
Upon termination of a Trust, the Exchange requires that Trust Issued Receipts
issued in connection with such Trust be removed from listing. A Trust may terminate in accordance with the
provisions of the Trust prospectus, which may provide for termination if the value of securities in the
Trust falls below a specified amount.
(C) Term — the stated term of the Trust shall be as stated in the Trust
prospectus. However, a Trust may be terminated under such earlier circumstances as may be specified in the
Trust prospectus.
(D) Trustee — the following requirements apply:
(i) the trustee of a Trust must be a trust company or banking institution having
substantial capital and surplus and the experience and facilities for handling corporate trust business. In
cases where, for any reason, an individual has been appointed as trustee, a qualified trust company or
banking institution must be appointed co-trustee.
(ii) no change is to be made in the trustee of a listed issue without prior
notice to and approval of the Exchange.
(E) Voting — voting rights shall be as set forth in the Trust prospectus.
(7) Unit of Trading — transactions in Trust Issued Receipts may only be made
in round lots of 100 receipts or round lot multiples.
(8) The Exchange may approve a series of Trust Issued Receipts for listing and
trading on the Exchange pursuant to Rule 19b-4(e) under the Act, provided each of the component securities
satisfies the following criteria:
(A) each component security must be registered under Section 12 of the Act;
(B) each component security must have a minimum public float of at least $150
million;
(C) each component security must be listed on the Exchange or another national
securities exchange;
(D) each component security must have an average daily trading volume of at least
100,000 shares during the preceding sixty-day trading period;
(E) each component security must have an average daily dollar value of shares
traded during the preceding sixty-day trading period of at least $1 million; and
(F) the most heavily weighted component security may not initially represent more
than 20% of the overall value of the Trust Issued Receipt.
(h) Securities Linked to the Performance of Indexes and Commodities (Including Currencies)
The Exchange will consider for listing and trading equity index-linked securities ("Equity Index-Linked
Securities) and commodity-linked securities ("Commodity-Linked Securities" and, together with Equity
Index-Linked Securities, "Linked Securities") that in each case meet the applicable criteria of this Rule.
Equity Index-Linked Securities are securities that provide for the payment at maturity of a cash amount
based on the performance of an underlying equity index or indexes. The payment at maturity with respect to
Commodity-Linked Securities is based on one or more physical Commodities or Commodity futures, options or
other Commodity derivatives, Commodity-Related Securities, or a basket or index of any of the foregoing (any
such basis for payment is referred to below as the "Reference Asset"). The terms "Commodity" and
"Commodity-Related Security" are defined in Equity 10, Section 8.
Linked Securities may or may not provide for the repayment of the original principal investment amount. The
Exchange may submit a rule filing pursuant to Section 19(b)(2) of the Securities Exchange Act of 1934 to
permit the listing and trading of Linked Securities that do not otherwise meet the standards set forth below
in paragraphs (1) through (12). The Exchange will consider Linked Securities for listing and trading
pursuant to Rule 19b-4(e) under the Securities Exchange Act of 1934, provided:
(1) Both the issue and the issuer of such security meet the criteria for other
securities set forth in paragraph (f) of this rule, except that if the security is traded in $1,000
denominations or is redeemable at the option of holders thereof on at least a weekly basis, then no minimum
number of holders and no minimum public distribution of trading units shall be required.
(2) The issue has a term of not less than one (1) year and not greater than thirty
(30) years.
(3) The issue must be the non-convertible debt of the issuer.
(4) The payment at maturity may or may not provide for a multiple of the direct or
inverse performance of an underlying index, indexes or Reference Asset; however, in no event will a loss
(negative payment) at maturity be accelerated by a multiple that exceeds twice the performance of an
underlying index, indexes or Reference Asset.
(5) The issuer will be expected to have a minimum tangible net worth in excess of
$250,000,000 and to exceed by at least 20% the earnings requirements set forth in paragraph (a)(1) of this
Rule. In the alternative, the issuer will be expected: (i) to have a minimum tangible net worth of
$150,000,000 and to exceed by at least 20% the earnings requirement set forth in paragraph (a)(1) of this
Rule, and (ii) not to have issued securities where the original issue price of all the issuer's other
index-linked note offerings (combined with index-linked note offerings of the issuer's affiliates) listed on
a national securities exchange exceeds 25% of the issuer's net worth.
(6) The issuer is in compliance with Rule 10A-3 under the Securities Exchange Act
of 1934.
(7) Equity Index Criteria—In the case of an Equity Index-Linked Security,
each underlying index is required to have at least ten (10) component securities. In addition, the index or
indexes to which the security is linked shall either
(A) have been reviewed and approved for the trading of options or other
derivatives by the Commission under Section 19(b)(2) of the 1934 Act and rules thereunder and the conditions
set forth in the Commission's approval order, including comprehensive surveillance sharing agreements for
non-U.S. stocks, continue to be satisfied, or
(B) the index or indexes meet the following criteria:
(i) Each component security has a minimum market value of at least $75 million,
except that for each of the lowest weighted component securities in the index that in the aggregate account
for no more than 10% of the weight of the index, the market value can be at least $50 million;
(ii) Each component security shall have trading volume in each of the last six
months of not less than 1,000,000 shares, except that for each of the lowest weighted component securities
in the index that in the aggregate account for no more than 10% of the weight of the index, the trading
volume shall be at least 500,000 shares in each of the last six months;
(iii) Indexes based upon the equal-dollar or modified equal-dollar weighting
method will be rebalanced at least semiannually;
(iv) In the case of a capitalization-weighted or modified capitalization-weighted
index, the lesser of the five highest weighted component securities in the index or the highest weighted
component securities in the index that in the aggregate represent at least 30% of the total number of
component securities in the index, each have an average monthly trading volume of at least 2,000,000 shares
over the previous six months;
(v) No underlying component security will represent more than 25% of the weight
of the index, and the five highest weighted component securities in the index do not in the aggregate
account for more than 50% of the weight of the index (60% for an index consisting of fewer than 25 component
securities);
(vi) 90% of the index's numerical value and at least 80% of the total number of
component securities will meet the then current criteria for standardized option trading on a national
securities exchange or a national securities association, provided, however, that an index will not be
subject to this requirement if (a) no underlying component security represents more than 10% of the dollar
weight of the index and (b) the index has a minimum of 20 components;
(vii) All component securities shall be either (A) securities (other than
securities of a foreign issuer and American Depository Receipts ("ADRs")) that are (i) issued by a 1934 Act
reporting company or by an investment company registered under the Investment Company Act of 1940 that, in
each case, has securities listed on a national securities exchange and (ii) an "NMS stock" (as defined in
Rule 600 of SEC Regulation NMS) or (B) securities of a foreign issuer or ADRs, provided that securities of a
foreign issuer (including when they underlie ADRs) whose primary trading market outside the United States is
not a member of the Intermarket Surveillance Group ("ISG") or a party to a comprehensive surveillance
sharing agreement with the Exchange will not in the aggregate represent more than 20% of the dollar weight
of the index.
(8) Reference Asset Criteria—In the case of a Commodity-Linked Security, the
Reference Asset shall meet the criteria in either subparagraph (A) or subparagraph (B) below:
(A) The Reference Asset to which the security is linked shall have been reviewed
and approved for the trading of Commodity-Related Securities or options or other derivatives by the
Commission under Section 19(b)(2) of the 1934 Act and rules thereunder and the conditions set forth in the
Commission's approval order, including with respect to comprehensive surveillance sharing agreements,
continue to be satisfied.
(B) The pricing information for each component of a Reference Asset other than a
Currency must be derived from a market which is an ISG member or affiliate or with which the Exchange has a
comprehensive surveillance sharing agreement. Notwithstanding the previous sentence, pricing information for
gold and silver may be derived from the London Bullion Market Association. The pricing information for each
component of a Reference Asset that is a Currency must be either (1) the generally accepted spot price for
the currency exchange rate in question or (2) derived from a market which (x) is an ISG member or affiliate
or with which the Exchange has a comprehensive surveillance sharing agreement and (y) is the pricing source
for a currency component of a Reference Asset that has previously been approved by the Commission. A
Reference Asset may include components representing not more than 10% of the dollar weight of such Reference
Asset for which the pricing information is derived from markets that do not meet the requirements of this
subparagraph (B), provided, however, that no single component subject to this exception exceeds 7% of the
dollar weight of the Reference Asset. The term "Currency," as used in this subparagraph, shall mean one or
more currencies, or currency options, futures, or other currency derivatives, Commodity-Related Securities
if their underlying Commodities are currencies or currency derivatives, or a basket or index of any of the
foregoing.
(9) Maintenance and Dissemination—(i) If the index is maintained by a
broker-dealer, the broker-dealer shall erect a "firewall" around the personnel who have access to
information concerning changes and adjustments to the index and the index shall be calculated by a third
party who is not a broker-dealer. (ii) Unless the Commission order applicable under clause 7(A) or 8(A)
hereof provides otherwise, the current value of the index or the Reference Asset (as applicable) will be
widely disseminated at least every 15 seconds during the Exchange's regular market session, except as
provided in the next clause (iii). (iii) The values of the following indexes need not be calculated and
widely disseminated at least every 15 seconds if, after the close of trading, the indicative value of the
Equity Index-Linked Security based on one or more of such indexes is calculated and disseminated to provide
an updated value: CBOE S&P 500 BuyWrite Index(sm), CBOE DJIA Buy Write Index(sm), CBOE Nasdaq-100
BuyWrite Index(sm). (iv) If the value of a Linked Security is based on more than one index, then the
dissemination requirement of this paragraph 9 applies to the composite value of such indexes. (v) In the
case of a Commodity-Linked Security that is periodically redeemable, the indicative value of the subject
Commodity-Linked Security must be calculated and widely disseminated by one or more major market data
vendors on at least a 15-second basis during the Exchange's regular market session.
(10) Trading Halts. In the case of Commodity-Linked Securities, if the indicative
value (if required to be disseminated) or the Reference Asset value is not being disseminated as required,
or, in the case of Equity Index-Linked Securities, if the value of the index is not being disseminated as
required, the Exchange may halt trading during the day on which such interruption occurs. The Exchange will
halt trading no later than the beginning of trading following the trading day when the interruption
commenced if such interruption persists at this time.
(11) Surveillance Procedures. FINRA will implement on behalf of the Exchange
written surveillance procedures for Linked Securities. The Exchange will enter into adequate comprehensive
surveillance sharing agreements for non-U.S. securities, as applicable.
(12) Linked Securities will be treated as equity instruments. Furthermore, for the
purpose of fee determination, Linked Securities shall be deemed and treated as Other Securities.
(i) FINRA
The Exchange and FINRA are parties to the FINRA Regulatory Contract pursuant to which FINRA has agreed to
perform certain functions described in this Rule on behalf of the Exchange. Functions performed by FINRA,
FINRA departments, and FINRA staff under Equity 3A, Section 2 are being performed by FINRA on behalf of the
Exchange. Notwithstanding the fact that the Exchange has entered into the Regulatory Contract with FINRA to
perform some of the Exchange's functions, the Exchange shall retain ultimate legal responsibility for, and
control of, such functions.
(j) Managed Fund Shares
(1) The Exchange will consider for trading, whether by listing or pursuant to
unlisted trading privileges, Managed Fund Shares that meet the criteria of Equity 3A, Section 2(j).
(2) Applicability. Equity 3A, Section 2(j) is applicable only to Managed Fund
Shares. Except to the extent inconsistent with Equity 3A, Section 2(j), or unless the context otherwise
requires, the rules and procedures of the Board of Directors shall be applicable to the trading on the
Exchange of such securities. Managed Fund Shares are included within the definition of "security" or
"securities" as such terms are used in the Equity Rules.
(A) The Exchange will file separate proposals under Section 19(b) of the Act
before the listing of Managed Fund Shares. Trading of Managed Fund Shares on an unlisted trading privileges
basis shall be governed by Equity 3A, Section 3.
(B) Transactions in Managed Fund Shares will occur throughout the Exchange's
trading hours.
(C) Minimum Price Variance. The minimum price variation for quoting and entry of
orders in Managed Fund Shares is $0.01.
(D) Surveillance Procedures. The Exchange will implement written surveillance
procedures for Managed Fund Shares.
(E) Creation and Redemption. For Managed Fund Shares based on an international or
global portfolio, the statutory prospectus or the application for exemption from provisions of the
Investment Company Act of 1940 for the series of Managed Fund Shares must state that such series must comply
with the federal securities laws in accepting securities for deposits and satisfying redemptions with
redemption securities, including that the securities accepted for deposits and the securities used to
satisfy redemption requests are sold in transactions that would be exempt from registration under the
Securities Act of 1933.
(3) Definitions. The following terms as used in the Rules shall, unless the
context otherwise requires, have the meanings herein specified:
(A) Managed Fund Share. The term "Managed Fund Share" means a security that (a)
represents an interest in a registered investment company ("Investment Company") organized as an open-end
management investment company or similar entity, that invests in a portfolio of securities selected by the
Investment Company's investment adviser consistent with the Investment Company's investment objectives and
policies; (b) is issued in a specified aggregate minimum number in return for a deposit of a specified
portfolio of securities and/or a cash amount with a value equal to the next determined net asset value; and
(c) when aggregated in the same specified minimum number, may be redeemed at a holder's request, which
holder will be paid a specified portfolio of securities and/or cash with a value equal to the next
determined net asset value.
(B) Disclosed Portfolio. The term "Disclosed Portfolio" means the identities and
quantities of the securities and other assets held by the Investment Company that will form the basis for
the Investment Company's calculation of net asset value at the end of the business day.
(C) Intraday Indicative Value. The term "Intraday Indicative Value" is the
estimated indicative value of a Managed Fund Share based on current information regarding the value of the
securities and other assets in the Disclosed Portfolio.
(D) Reporting Authority. The term "Reporting Authority" in respect of a particular
series of Managed Fund Shares means the Exchange, an institution, or a reporting service designated by the
Exchange or by the exchange that lists a particular series of Managed Fund Shares (if the Exchange is
trading such series pursuant to unlisted trading privileges) as the official source for calculating and
reporting information relating to such series, including, but not limited to, the Intraday Indicative Value;
the Disclosed Portfolio; the amount of any cash distribution to holders of Managed Fund Shares, net asset
value, or other information relating to the issuance, redemption or trading of Managed Fund Shares. A series
of Managed Fund Shares may have more than one Reporting Authority, each having different functions.
(4) Initial and Continued Listing — Managed Fund Shares will be listed and
traded on the Exchange subject to application of the following criteria:
(A) Initial Listing — Each series of Managed Fund Shares will be listed and
traded on the Exchange subject to application of the following initial listing criteria:
(i) For each series, the Exchange will establish a minimum number of Managed Fund
Shares required to be outstanding at the time of commencement of trading on the Exchange.
(ii) Nasdaq will obtain a representation from the issuer of each series of
Managed Fund Shares that the net asset value per share for the series will be calculated daily and that the
net asset value and the Disclosed Portfolio will be made available to all market participants at the same
time.
(B) Continued Listing — Each series of Managed Fund Shares will be listed
and traded on the Exchange subject to application of the following continued listing criteria:
(i) Intraday Indicative Value. The Intraday Indicative Value for Managed Fund
Shares will be widely disseminated by one or more major market data vendors at least every 15 seconds during
the time when the Managed Fund Shares trade on the Exchange.
(ii) Disclosed Portfolio.
(a) The Disclosed Portfolio will be disseminated at least once daily and will be
made available to all market participants at the same time.
(b) The Reporting Authority that provides the Disclosed Portfolio must implement
and maintain, or be subject to, procedures designed to prevent the use and dissemination of material
non-public information regarding the actual components of the portfolio.
(iii) Suspension of trading or removal. The Exchange will consider the suspension
of trading in or removal from listing of a series of Managed Fund Shares under any of the following
circumstances:
(a) if, following the initial twelve-month period after commencement of trading
on the Exchange of a series of Managed Fund Shares, there are fewer than 50 beneficial holders of the series
of Managed Fund Shares for 30 or more consecutive trading days;
(b) if the value of the Intraday Indicative Value is no longer calculated or
available or the Disclosed Portfolio is not made available to all market participants at the same time;
(c) if the Investment Company issuing the Managed Fund Shares has failed to file
any filings required by the Commission or if the Exchange is aware that the Investment Company is not in
compliance with the conditions of any exemptive order or no-action relief granted by the Commission to the
Investment Company with respect to the series of Managed Fund Shares; or
(d) if such other event shall occur or condition exists which, in the opinion of
the Exchange, makes further dealings on Nasdaq inadvisable.
(iv) Trading Halt. If the Intraday Indicative Value of a series of Managed Fund
Shares is not being disseminated as required, the Exchange may halt trading during the day in which the
interruption to the dissemination of the Intraday Indicative Value occurs. If the interruption to the
dissemination of the Intraday Indicative Value persists past the trading day in which it occurred, the
Exchange will halt trading no later than the beginning of the trading day following the interruption. If a
series of Managed Fund Shares is trading on the Exchange pursuant to unlisted trading privileges, the
Exchange will halt trading in that series as specified in Rules 4120 and 4121. In addition, if the Exchange
becomes aware that the net asset value or the Disclosed Portfolio with respect to a series of Managed Fund
Shares is not disseminated to all market participants at the same time, it will halt trading in such series
until such time as the net asset value or the Disclosed Portfolio is available to all market participants.
(v) Termination. Upon termination of an Investment Company, the Exchange requires
that Managed Fund Shares issued in connection with such entity be removed from listing on the Exchange.
(vi) Voting. Voting rights shall be as set forth in the applicable Investment
Company prospectus.
(5) Limitation of Liability. Neither the Exchange, the Reporting Authority, nor
any agent of the Exchange shall have any liability for damages, claims, losses or expenses caused by any
errors, omissions, or delays in calculating or disseminating any current portfolio value; the current value
of the portfolio of securities required to be deposited to the open-end management investment company in
connection with issuance of Managed Fund Shares; the amount of any dividend equivalent payment or cash
distribution to holders of Managed Fund Shares; net asset value; or other information relating to the
purchase, redemption, or trading of Managed Fund Shares, resulting from any negligent act or omission by the
Exchange, the Reporting Authority or any agent of the Exchange, or any act, condition, or cause beyond the
reasonable control of the Exchange, its agent, or the Reporting Authority, including, but not limited to, an
act of God; fire; flood; extraordinary weather conditions; war; insurrection; riot; strike; accident; action
of government; communications or power failure; equipment or software malfunction; or any error, omission,
or delay in the reports of transactions in one or more underlying securities.
(6) Disclosures. The provisions of this subparagraph apply only to series of
Managed Fund Shares that are the subject of an order by the Securities and Exchange Commission exempting
such series from certain prospectus delivery requirements under Section 24(d) of the Investment Company Act
of 1940 and are not otherwise subject to prospectus delivery requirements under the Securities Act of 1933.
The Exchange will inform its members regarding application of these provisions of this subparagraph to a
particular series of Managed Fund Shares by means of an information circular prior to commencement of
trading in such series.
The Exchange requires that members provide to all purchasers of a series of
Managed Fund Shares a written description of the terms and characteristics of those securities, in a form
prepared by the open-end management investment company issuing such securities, not later than the time a
confirmation of the first transaction in such series is delivered to such purchaser. In addition, members
shall include such a written description with any sales material relating to a series of Managed Fund Shares
that is provided to customers or the public. Any other written materials provided by a member to customers
or the public making specific reference to a series of Managed Fund Shares as an investment vehicle must
include a statement in substantially the following form: "A circular describing the terms and
characteristics of (the series of Managed Fund Shares) has been prepared by the (open-end management
investment company name) and is available from your broker. It is recommended that you obtain and review
such circular before purchasing (the series of Managed Fund Shares)"
A member carrying an omnibus account for a non-member broker-dealer is required to
inform such non-member that execution of an order to purchase a series of Managed Fund Shares for such
omnibus account will be deemed to constitute agreement by the non-member to make such written description
available to its customers on the same terms as are directly applicable to members under this rule.
Upon request of a customer, a member shall also provide a prospectus for the
particular series of Managed Fund Shares.
(7) If the investment adviser to the Investment Company issuing Managed Fund
Shares is affiliated with a broker-dealer, such investment adviser shall erect a "fire wall" between the
investment adviser and the broker-dealer with respect to access to information concerning the composition
and/or changes to such Investment Company portfolio. Personnel who make decisions on the Investment
Company's portfolio composition must be subject to procedures designed to prevent the use and dissemination
of material nonpublic information regarding the applicable Investment Company portfolio.
1 The two percent limit, based on 20 percent of the worldwide
trading volume in the non-U.S. security or sponsored ADR, applies only if there is a comprehensive
surveillance sharing agreement in place with the primary exchange in the country where the security is
primarily traded (in the case of an ADR, the primary exchange on which the security underlying the ADR is
traded). If there is no such agreement, subparagraph (3) above requires that the combined trading volume of
such security and other related securities occurring in the U.S. market represents (on a share equivalent
basis for any ADRs) at least 50% of the combined world-wide trading volume in such security, other related
securities, and other classes of common stock related to such security over the six month period preceding
the date of listing.
Adopted Apr. 27, 2021 (SR-BX-2021-012).