80_FR_19783 80 FR 19713 - Self-Regulatory Organizations; Chicago Board Options Exchange, Incorporated; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change Relating to the Exchange's Arbitration Forum

80 FR 19713 - Self-Regulatory Organizations; Chicago Board Options Exchange, Incorporated; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change Relating to the Exchange's Arbitration Forum

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 80, Issue 70 (April 13, 2015)

Page Range19713-19715
FR Document2015-08336

Federal Register, Volume 80 Issue 70 (Monday, April 13, 2015)
[Federal Register Volume 80, Number 70 (Monday, April 13, 2015)]
[Notices]
[Pages 19713-19715]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2015-08336]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-74665; File No. SR-CBOE-2015-037]


Self-Regulatory Organizations; Chicago Board Options Exchange, 
Incorporated; Notice of Filing and Immediate Effectiveness of a 
Proposed Rule Change Relating to the Exchange's Arbitration Forum

April 7, 2015.

    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(the ``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given 
that on April 1, 2015, Chicago Board Options Exchange, Incorporated 
(``Exchange'' or ``CBOE'') filed with the Securities and Exchange 
Commission (``Commission'') the proposed rule change as described in 
Items I, II, and III below, which Items have been substantially 
prepared by the Exchange. The Exchange filed the proposal as a ``non-
controversial'' proposed rule change pursuant to Section 
19(b)(3)(A)(iii) of the Act \3\ and Rule 19b-4(f)(6) thereunder.\4\ The 
Commission is publishing this notice to solicit comments on the 
proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \4\ 17 CFR 240.19b-4(f)(6).
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to adopt new Rule 18.1A relating to 
arbitration. The text of the proposed rule change is available at the 
Exchange's Office of the Secretary, on the Exchange's Web site at 
http://www.cboe.com/AboutCBOE/CBOELegalRegulatoryHome.aspx, and at the 
Commission's Public Reference Room.

II. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, the Exchange included statements 
concerning the purpose of and basis for the proposed rule change and 
discussed any comments it received on the proposed rule change. The 
text of these statements may be examined at the places specified in 
Item IV below. The Exchange has prepared summaries, set forth in 
sections A, B, and C below, of the most significant aspects of such 
statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange proposes to adopt new Rule 18.1A. Specifically, the 
Exchange proposes to adopt new Rule 18.1A which would govern all 
arbitration claims submitted to the Exchange after the proposed rule 
change becomes operative (``Effective Date''). By way of background, 
the Exchange currently offers an arbitration facility for any of its 
Trading Permit Holders (``TPHs''), associated persons, or their 
customers to arbitrate disputes, claims, or controversies arising out 
of Exchange business. The Exchange's arbitration program is governed by 
Chapter XVIII of the CBOE Rules.
    The Exchange recently entered into a Regulatory Services Agreement 
(``RSA'')

[[Page 19714]]

with the Financial Industry Regulatory Authority, Inc. (``FINRA''), 
pursuant to which FINRA, among other things, will provide certain 
services pertaining to dispute resolution. As such, CBOE would cease to 
administer an arbitration program for all claims after the Effective 
Date. More specifically, all arbitration claims filed on and after the 
Effective Date would be administered by FINRA pursuant to the RSA and 
the Exchange would continue to administer its arbitration program for 
all claims filed prior to the Effective Date.
    Additionally, the Exchange notes that the rules governing the 
administration of any particular arbitration would depend on the date 
the case was filed. This would help ensure that any person that filed 
an arbitration claim under a particular set of arbitration rules would 
continue to have the case administered pursuant to those rules through 
the case's conclusion. Particularly, CBOE Rules 18.1-18.37, with the 
exception of proposed CBOE Rule 18.1A, would continue to apply to CBOE 
arbitration cases pending prior to the Effective Date.\5\ Thereafter, 
claims involving TPHs, associated persons of TPHs, and/or customers 
would be arbitrated under the FINRA Code of Arbitration Procedure for 
Customer Disputes, the FINRA Code of Arbitration Procedure for Industry 
Disputes (together, ``FINRA Codes of Arbitration''), and proposed new 
Rule 18.1A.
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    \5\ The Exchange notes that there are three cases currently 
pending.
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    Proposed CBOE Rule 18.1A provides detailed guidance concerning 
claims involving TPHs, associated persons, and/or customers that are 
asserted on or after the Effective Date. First, disputes, claims, or 
controversies between or among CBOE TPHs and non-CBOE TPHs to resolve 
TPH-to-TPH, TPH-to-associated person, TPH-to-non-CBOE TPH, associated 
person-to-associated person, and associated person-to-non-CBOE TPH 
disputes arising out of or in connection with Exchange business would 
be arbitrated pursuant to the FINRA Codes of Arbitration. Proposed 
subparagraph (b) of CBOE Rule 18.1A provides that a dispute, claim, or 
controversy alleging employment discrimination (including a sexual 
harassment claim) in violation of a statute, however, may only be 
arbitrated if the parties have agreed to arbitrate it after the dispute 
arose.\6\ Any type of dispute, claim, or controversy that is not 
permitted to be arbitrated under the FINRA Codes of Arbitration, such 
as class action claims, would also not be eligible for arbitration. 
Proposed CBOE Rule 18.1A would also apply to former CBOE TPHs and 
former associated persons of CBOE TPHs.
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    \6\ The Exchange notes that FINRA rules currently provide that 
any claim alleging employment discrimination, including any sexual 
harassment claims, in violation of a statute, is eligible for 
arbitration pursuant to either a pre-dispute or a post-dispute 
agreement to arbitrate. In contrast, proposed Rule 18.1A(b) would 
permit claims to be arbitrated only when the parties have agreed to 
arbitrate the claim after it has arisen.
---------------------------------------------------------------------------

    Additionally, proposed CBOE Rule 18.1A(d) would explicitly retain 
the Exchange's enforcement authority related to arbitration. In 
appropriate cases, arbitrators refer to the Exchange potential 
violations of the Exchange's Rules or the federal securities laws that 
come to their attention during and in connection with a proceeding. 
Proposed CBOE Rule 18.1A would specify that the Exchange would retain 
the ability to take action based on such referrals that may come from 
arbitrators in cases being arbitrated at FINRA.
    Proposed CBOE Rule 18.1A(e) would also retain the substance of 
current CBOE Rule 18.37, regarding the obligation to honor arbitration 
awards. It would provide that any TPH, or associated person of any TPH, 
that fails to honor an award of arbitrators rendered under proposed 
CBOE Rule 18.1A would be subject to disciplinary proceedings in 
accordance with Chapter 17 of the CBOE Rules. Proposed CBOE Rule 
18.1A(f) would also specify that the submission of any matter to 
arbitration as provided for under the Rule would in no way limit or 
preclude any right, action, or determination by the Exchange that it 
would otherwise be authorized to adopt, administer, or enforce. 
Proposed CBOE Rule 18.1A(c) would also provide that the requirements of 
FINRA Rule 2268 (Requirements When Using Predispute Arbitration 
Agreements for Customer Accounts) would apply to predispute arbitration 
agreements between TPHs and their customers.
    Finally, the Exchange proposed adding Interpretation and Policy .04 
to existing CBOE Rule 18.1, to clarify that the current CBOE 
arbitration rules (Rules 18.1 through 18.37), would apply only to 
arbitrations commenced prior to the Effective Date and would be 
otherwise of no force or effect. Proposed new Interpretation and Policy 
.04 would also clarify that all arbitrations filed prior to the 
Effective Date would, until concluded, continue to be administered by 
the Exchange.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with the Act and the rules and regulations thereunder applicable to the 
Exchange and, in particular, the requirements of Section 6(b) of the 
Act.\7\ Specifically, the Exchange believes that the proposed rule 
change is consistent with the Section 6(b)(5) requirements that the 
rules of an exchange be designed to prevent fraudulent and manipulative 
acts and practices, to promote just and equitable principles of trade, 
to foster cooperation and coordination with persons engaged in 
regulating, clearing, settling, processing information with respect to, 
and facilitating transactions in securities, to remove impediments to 
and perfect the mechanism of a free and open market and a national 
market system, and, in general, to protect investors and the public 
interest.\8\ Additionally, the Exchange believes that the proposed rule 
change is consistent with the Section 6(b)(5) requirement that the 
rules of an exchange not be designed to permit unfair discrimination 
between customers, issuers, brokers, or dealers.\9\
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    \7\ 15 U.S.C. 78f(b).
    \8\ 15 U.S.C. 78f(b)(5).
    \9\ Id.
---------------------------------------------------------------------------

    In particular, the Exchange believes that the proposed rule change 
would facilitate the transition of the Exchange's arbitration forum to 
FINRA's pursuant to the RSA the Exchange recently entered into with 
FINRA. Additionally, the Exchange believes that the proposed rule 
change would streamline the arbitration process and provide for a 
unified and efficient arbitration forum with one set of arbitration 
rules and administrative procedures for all cases filed after the 
Effective Date. The Exchange also believes that the proposal would 
provide a clear framework to handle arbitrations in a manner that is 
designed to prevent fraudulent and manipulative acts and practices, and 
to promote the protection of investors and the public interest. 
Further, the Exchange believes that the proposed rule change would 
provide greater harmonization between Exchange Rules and the rules of 
similar substance and purpose of FINRA, resulting in less burdensome 
and more efficient regulatory compliance for members of both the 
Exchange and FINRA (``Dual Members''), removing impediments to and 
perfecting the mechanism of a free and open market and a national 
market system.
    Finally, the Exchange believes that the proposed rule change would 
promote the protection of investors and the public interest by 
continuing to provide market participants with a simple and inexpensive 
procedure for resolution of their controversies.

[[Page 19715]]

Specifically, the Exchange notes that while CBOE would cease to 
administer an arbitration program, TPHs, associated persons, and their 
customers would still have an effective forum in which to arbitrate 
their disputes, claims, or controversies (i.e., TPHs, associated 
persons, and their customers would still have the availability of an 
arbitration program; it would just be FINRA's program in lieu of 
CBOE's). The Exchange believes that FINRA maintains a robust dispute 
resolution system that provides a clear framework to handle 
arbitrations in a manner that is designed to prevent fraudulent and 
manipulative acts and practices and promotes the protection of 
investors and the public interest.

B. Self-Regulatory Organization's Statement on Burden on Competition

    CBOE does not believe that the proposed rule change would impose 
any burden on competition that is not necessary or appropriate in 
furtherance of the purposes of the Act. CBOE believes that the proposed 
rule change is not designed to address any competitive issues. Rather, 
CBOE believes that the proposed rule change is designed to facilitate 
the transition of the Exchange's arbitration forum to FINRA's pursuant 
to the RSA and streamline the arbitration process and provide for a 
unified and efficient arbitration forum with one set of arbitration 
rules and administrative procedures for all cases filed after the 
Effective Date. Additionally, CBOE believes that the proposed rule 
change would provide greater harmonization between the Exchange Rules 
and FINRA Rules of similar purpose, resulting in less burdensome and 
more efficient regulatory compliance for Dual Members.

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    The Exchange neither solicited nor received comments on the 
proposed rule change.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    Because the proposed rule change does not: (i) Significantly affect 
the protection of investors or the public interest; (ii) impose any 
significant burden on competition; and (iii) become operative for 30 
days from the date on which it was filed, or such shorter time as the 
Commission may designate, it has become effective pursuant to Section 
19(b)(3)(A) of the Act \10\ and Rule 19b-4(f)(6) \11\ thereunder.
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    \10\ 15 U.S.C. 78s(b)(3)(A).
    \11\ 17 CFR 240.19b-4(f)(6). Rule 19b-4(f)(6) requires a self-
regulatory organization to give the Commission written notice of its 
intent to file the proposed rule change at least five business days 
prior to the date of filing of the proposed rule change, or such 
shorter time as designated by the Commission. The Exchange has 
satisfied this requirement.
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    At any time within 60 days of the filing of the proposed rule 
change, the Commission summarily may temporarily suspend such rule 
change if it appears to the Commission that such action is necessary or 
appropriate in the public interest, for the protection of investors, or 
otherwise in furtherance of the purposes of the Act. If the Commission 
takes such action, the Commission shall institute proceedings under 
Section 19(b)(2)(B) of the Act \12\ to determine whether the proposed 
rule change should be approved or disapproved.
---------------------------------------------------------------------------

    \12\ 15 U.S.C. 78s(b)(2)(B).
---------------------------------------------------------------------------

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the Act. Comments may be submitted by any of 
the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml ); or
     Send an email to rule-comments@sec.gov. Please include 
File Number SR-CBOE-2015-037 on the subject line.

Paper Comments

     Send paper comments in triplicate to Secretary, Securities 
and Exchange Commission, 100 F Street NE., Washington, DC 20549-1090.

All submissions should refer to File Number SR-CBOE-2015-037. This file 
number should be included on the subject line if email is used. To help 
the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's Internet Web site at http://www.sec.gov/rules/sro.shtml. Copies of the submission, all subsequent amendments, all 
written statements with respect to the proposed rule change that are 
filed with the Commission, and all written communications relating to 
the proposed rule change between the Commission and any person, other 
than those that may be withheld from the public in accordance with the 
provisions of 5 U.S.C. 552, will be available for Web site viewing and 
printing in the Commission's Public Reference Room, 100 F Street NE., 
Washington, DC 20549-1090 on official business days between the hours 
of 10:00 a.m. and 3:00 p.m. Copies of the filing also will be available 
for inspection and copying at the principal office of the Exchange. All 
comments received will be posted without change; the Commission does 
not edit personal identifying information from submissions. You should 
submit only information that you wish to make available publicly. All 
submissions should refer to File Number SR-CBOE-2015-037 and should be 
submitted on or before May 4, 2015.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\13\
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    \13\ 17 CFR 200.30-3(a)(12).
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Brent J. Fields,
Secretary.
[FR Doc. 2015-08336 Filed 4-10-15; 8:45 am]
 BILLING CODE 8011-01-P



                                                                                 Federal Register / Vol. 80, No. 70 / Monday, April 13, 2015 / Notices                                                19713

                                                     (1) Will request and evaluate, and the               distribution record date,6 expressed as a               Commission (‘‘Commission’’) the
                                                  Fund’s Adviser will furnish, such                       percentage of NAV as of such date, is no                proposed rule change as described in
                                                  information as may be reasonably                        more than 1 percentage point greater                    Items I, II, and III below, which Items
                                                  necessary to make an informed                           than the Fund’s average annual total                    have been substantially prepared by the
                                                  determination of whether the                            return for the 5-year period ending on                  Exchange. The Exchange filed the
                                                  Distribution Policy should be continued                 such date; 7 and                                        proposal as a ‘‘non-controversial’’
                                                  or continued after amendment;                             (ii) the transmittal letter                           proposed rule change pursuant to
                                                     (2) will determine whether                           accompanying any registration                           Section 19(b)(3)(A)(iii) of the Act 3 and
                                                  continuation, or continuation after                     statement filed with the Commission in                  Rule 19b–4(f)(6) thereunder.4 The
                                                  amendment, of the Distribution Policy is                connection with such offering discloses                 Commission is publishing this notice to
                                                  consistent with the Fund’s investment                   that the Fund has received an order                     solicit comments on the proposed rule
                                                  objective(s) and policies and is in the                 under section 19(b) to permit it to make                change from interested persons.
                                                  best interests of the Fund and its                      periodic distributions of long-term
                                                                                                          capital gains with respect to its shares                I. Self-Regulatory Organization’s
                                                  stockholders, after considering the                                                                             Statement of the Terms of Substance of
                                                  information in condition 5(b)(i)(1)                     of common stock as frequently as twelve
                                                                                                          times each year, and as frequently as                   the Proposed Rule Change
                                                  above; including, without limitation:
                                                     (A) Whether the Distribution Policy is               distributions are specified by or                          The Exchange proposes to adopt new
                                                  accomplishing its purpose(s);                           determined in accordance with the                       Rule 18.1A relating to arbitration. The
                                                     (B) the reasonably foreseeable                       terms of any outstanding shares of                      text of the proposed rule change is
                                                  material effects of the Distribution                    preferred stock as such Fund may issue.                 available at the Exchange’s Office of the
                                                  Policy on the Fund’s long-term total                                                                            Secretary, on the Exchange’s Web site at
                                                                                                          7. Amendments to Rule 19b–1                             http://www.cboe.com/AboutCBOE/
                                                  return in relation to the market price
                                                                                                             The requested order will expire on the               CBOELegalRegulatoryHome.aspx, and at
                                                  and NAV of the Fund’s common stock;
                                                                                                          effective date of any amendment to rule                 the Commission’s Public Reference
                                                  and
                                                                                                          19b–1 that provides relief permitting                   Room.
                                                     (C) the Fund’s current distribution
                                                                                                          certain closed-end investment
                                                  rate, as described in condition 5(b)                                                                            II. Self-Regulatory Organization’s
                                                                                                          companies to make periodic
                                                  above, compared with the Fund’s                                                                                 Statement of the Purpose of, and
                                                                                                          distributions of long-term capital gains
                                                  average annual taxable income or total                  with respect to their outstanding                       Statutory Basis for, the Proposed Rule
                                                  return over the 2-year period, as                       common stock as frequently as twelve                    Change
                                                  described in condition 5(b), or such                    times each year.                                           In its filing with the Commission, the
                                                  longer period as the Board deems                                                                                Exchange included statements
                                                  appropriate; and                                          For the Commission, by the Division of
                                                                                                          Investment Management, under delegated                  concerning the purpose of and basis for
                                                     (3) based upon that determination,                                                                           the proposed rule change and discussed
                                                                                                          authority.
                                                  will approve or disapprove the                                                                                  any comments it received on the
                                                                                                          Brent J. Fields,
                                                  continuation, or continuation after                                                                             proposed rule change. The text of these
                                                  amendment, of the Distribution Policy;                  Secretary.
                                                                                                                                                                  statements may be examined at the
                                                  and                                                     [FR Doc. 2015–08338 Filed 4–10–15; 8:45 am]
                                                                                                                                                                  places specified in Item IV below. The
                                                     (ii) The Board will record the                       BILLING CODE 8011–01–P
                                                                                                                                                                  Exchange has prepared summaries, set
                                                  information considered by it, including                                                                         forth in sections A, B, and C below, of
                                                  its consideration of the factors listed in                                                                      the most significant aspects of such
                                                  condition 5(b)(i)(2) above, and the basis               SECURITIES AND EXCHANGE
                                                                                                          COMMISSION                                              statements.
                                                  for its approval or disapproval of the
                                                  continuation, or continuation after                     [Release No. 34–74665; File No. SR–CBOE–                A. Self-Regulatory Organization’s
                                                  amendment, of the Distribution Policy                   2015–037]                                               Statement of the Purpose of, and
                                                  in its meeting minutes, which must be                                                                           Statutory Basis for, the Proposed Rule
                                                  made and preserved for a period of not                  Self-Regulatory Organizations;                          Change
                                                  less than six years from the date of such               Chicago Board Options Exchange,                         1. Purpose
                                                  meeting, the first two years in an easily               Incorporated; Notice of Filing and
                                                                                                          Immediate Effectiveness of a Proposed                      The Exchange proposes to adopt new
                                                  accessible place.                                                                                               Rule 18.1A. Specifically, the Exchange
                                                                                                          Rule Change Relating to the
                                                  6. Public Offerings                                     Exchange’s Arbitration Forum                            proposes to adopt new Rule 18.1A
                                                                                                                                                                  which would govern all arbitration
                                                    The Fund will not make a public                       April 7, 2015.                                          claims submitted to the Exchange after
                                                  offering of the Fund’s common stock
                                                                                                             Pursuant to Section 19(b)(1) of the                  the proposed rule change becomes
                                                  other than:
                                                                                                          Securities Exchange Act of 1934 (the                    operative (‘‘Effective Date’’). By way of
                                                    (a) A rights offering below NAV to
                                                                                                          ‘‘Act’’),1 and Rule 19b–4 thereunder,2                  background, the Exchange currently
                                                  holders of the Fund’s common stock;
                                                                                                          notice is hereby given that on April 1,                 offers an arbitration facility for any of its
                                                    (b) an offering in connection with a                                                                          Trading Permit Holders (‘‘TPHs’’),
                                                  dividend reinvestment plan, merger,                     2015, Chicago Board Options Exchange,
                                                                                                          Incorporated (‘‘Exchange’’ or ‘‘CBOE’’)                 associated persons, or their customers to
                                                  consolidation, acquisition, spin-off or                                                                         arbitrate disputes, claims, or
                                                  reorganization of the Fund; or                          filed with the Securities and Exchange
                                                                                                                                                                  controversies arising out of Exchange
                                                    (c) an offering other than an offering
mstockstill on DSK4VPTVN1PROD with NOTICES




                                                                                                            6 If the Fund has been in operation fewer than six    business. The Exchange’s arbitration
                                                  described in conditions 6(a) and 6(b)                   months, the measured period will begin                  program is governed by Chapter XVIII of
                                                  above, provided that, with respect to                   immediately following the Fund’s first public           the CBOE Rules.
                                                  such other offering:                                    offering.
                                                                                                                                                                     The Exchange recently entered into a
                                                                                                            7 If the Fund has been in operation fewer than five
                                                    (i) The Fund’s annualized distribution                                                                        Regulatory Services Agreement (‘‘RSA’’)
                                                                                                          years, the measured period will begin immediately
                                                  rate for the six months ending on the                   following the Fund’s first public offering.
                                                  last day of the month ended                               1 15 U.S.C. 78s(b)(1).                                 3 15   U.S.C. 78s(b)(3)(A)(iii).
                                                  immediately prior to the most recent                      2 17 CFR 240.19b–4.                                    4 17   CFR 240.19b–4(f)(6).



                                             VerDate Sep<11>2014   18:02 Apr 10, 2015   Jkt 235001   PO 00000   Frm 00084   Fmt 4703   Sfmt 4703   E:\FR\FM\13APN1.SGM     13APN1


                                                  19714                          Federal Register / Vol. 80, No. 70 / Monday, April 13, 2015 / Notices

                                                  with the Financial Industry Regulatory                  dispute, claim, or controversy that is not            thereunder applicable to the Exchange
                                                  Authority, Inc. (‘‘FINRA’’), pursuant to                permitted to be arbitrated under the                  and, in particular, the requirements of
                                                  which FINRA, among other things, will                   FINRA Codes of Arbitration, such as                   Section 6(b) of the Act.7 Specifically,
                                                  provide certain services pertaining to                  class action claims, would also not be                the Exchange believes that the proposed
                                                  dispute resolution. As such, CBOE                       eligible for arbitration. Proposed CBOE               rule change is consistent with the
                                                  would cease to administer an arbitration                Rule 18.1A would also apply to former                 Section 6(b)(5) requirements that the
                                                  program for all claims after the Effective              CBOE TPHs and former associated                       rules of an exchange be designed to
                                                  Date. More specifically, all arbitration                persons of CBOE TPHs.                                 prevent fraudulent and manipulative
                                                  claims filed on and after the Effective                    Additionally, proposed CBOE Rule                   acts and practices, to promote just and
                                                  Date would be administered by FINRA                     18.1A(d) would explicitly retain the                  equitable principles of trade, to foster
                                                  pursuant to the RSA and the Exchange                    Exchange’s enforcement authority                      cooperation and coordination with
                                                  would continue to administer its                        related to arbitration. In appropriate                persons engaged in regulating, clearing,
                                                  arbitration program for all claims filed                cases, arbitrators refer to the Exchange              settling, processing information with
                                                  prior to the Effective Date.                            potential violations of the Exchange’s                respect to, and facilitating transactions
                                                     Additionally, the Exchange notes that                Rules or the federal securities laws that             in securities, to remove impediments to
                                                  the rules governing the administration                  come to their attention during and in                 and perfect the mechanism of a free and
                                                  of any particular arbitration would                     connection with a proceeding. Proposed                open market and a national market
                                                  depend on the date the case was filed.                  CBOE Rule 18.1A would specify that the                system, and, in general, to protect
                                                  This would help ensure that any person                  Exchange would retain the ability to                  investors and the public interest.8
                                                  that filed an arbitration claim under a                 take action based on such referrals that              Additionally, the Exchange believes that
                                                  particular set of arbitration rules would               may come from arbitrators in cases                    the proposed rule change is consistent
                                                  continue to have the case administered                  being arbitrated at FINRA.                            with the Section 6(b)(5) requirement
                                                  pursuant to those rules through the                        Proposed CBOE Rule 18.1A(e) would                  that the rules of an exchange not be
                                                  case’s conclusion. Particularly, CBOE                   also retain the substance of current                  designed to permit unfair
                                                  Rules 18.1–18.37, with the exception of                 CBOE Rule 18.37, regarding the                        discrimination between customers,
                                                  proposed CBOE Rule 18.1A, would                         obligation to honor arbitration awards. It            issuers, brokers, or dealers.9
                                                  continue to apply to CBOE arbitration                   would provide that any TPH, or                           In particular, the Exchange believes
                                                  cases pending prior to the Effective                    associated person of any TPH, that fails              that the proposed rule change would
                                                  Date.5 Thereafter, claims involving                     to honor an award of arbitrators                      facilitate the transition of the
                                                  TPHs, associated persons of TPHs, and/                  rendered under proposed CBOE Rule                     Exchange’s arbitration forum to FINRA’s
                                                  or customers would be arbitrated under                  18.1A would be subject to disciplinary                pursuant to the RSA the Exchange
                                                  the FINRA Code of Arbitration                           proceedings in accordance with Chapter                recently entered into with FINRA.
                                                  Procedure for Customer Disputes, the                    17 of the CBOE Rules. Proposed CBOE                   Additionally, the Exchange believes that
                                                  FINRA Code of Arbitration Procedure                     Rule 18.1A(f) would also specify that                 the proposed rule change would
                                                  for Industry Disputes (together, ‘‘FINRA                the submission of any matter to                       streamline the arbitration process and
                                                  Codes of Arbitration’’), and proposed                   arbitration as provided for under the                 provide for a unified and efficient
                                                  new Rule 18.1A.                                         Rule would in no way limit or preclude                arbitration forum with one set of
                                                     Proposed CBOE Rule 18.1A provides                    any right, action, or determination by                arbitration rules and administrative
                                                  detailed guidance concerning claims                     the Exchange that it would otherwise be               procedures for all cases filed after the
                                                  involving TPHs, associated persons,                     authorized to adopt, administer, or                   Effective Date. The Exchange also
                                                  and/or customers that are asserted on or                enforce. Proposed CBOE Rule 18.1A(c)                  believes that the proposal would
                                                  after the Effective Date. First, disputes,              would also provide that the                           provide a clear framework to handle
                                                  claims, or controversies between or                     requirements of FINRA Rule 2268                       arbitrations in a manner that is designed
                                                  among CBOE TPHs and non-CBOE                            (Requirements When Using Predispute                   to prevent fraudulent and manipulative
                                                  TPHs to resolve TPH-to-TPH, TPH-to-                     Arbitration Agreements for Customer                   acts and practices, and to promote the
                                                  associated person, TPH-to-non-CBOE                      Accounts) would apply to predispute                   protection of investors and the public
                                                  TPH, associated person-to-associated                    arbitration agreements between TPHs                   interest. Further, the Exchange believes
                                                  person, and associated person-to-non-                   and their customers.                                  that the proposed rule change would
                                                  CBOE TPH disputes arising out of or in                     Finally, the Exchange proposed                     provide greater harmonization between
                                                  connection with Exchange business                       adding Interpretation and Policy .04 to               Exchange Rules and the rules of similar
                                                  would be arbitrated pursuant to the                     existing CBOE Rule 18.1, to clarify that              substance and purpose of FINRA,
                                                  FINRA Codes of Arbitration. Proposed                    the current CBOE arbitration rules                    resulting in less burdensome and more
                                                  subparagraph (b) of CBOE Rule 18.1A                     (Rules 18.1 through 18.37), would apply               efficient regulatory compliance for
                                                  provides that a dispute, claim, or                      only to arbitrations commenced prior to               members of both the Exchange and
                                                  controversy alleging employment                         the Effective Date and would be                       FINRA (‘‘Dual Members’’), removing
                                                  discrimination (including a sexual                      otherwise of no force or effect. Proposed             impediments to and perfecting the
                                                  harassment claim) in violation of a                     new Interpretation and Policy .04 would               mechanism of a free and open market
                                                  statute, however, may only be arbitrated                also clarify that all arbitrations filed              and a national market system.
                                                  if the parties have agreed to arbitrate it              prior to the Effective Date would, until                 Finally, the Exchange believes that
                                                  after the dispute arose.6 Any type of                   concluded, continue to be administered                the proposed rule change would
                                                                                                          by the Exchange.                                      promote the protection of investors and
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                                                    5 The Exchange notes that there are three cases                                                             the public interest by continuing to
                                                  currently pending.
                                                                                                          2. Statutory Basis                                    provide market participants with a
                                                    6 The Exchange notes that FINRA rules currently
                                                                                                             The Exchange believes that the                     simple and inexpensive procedure for
                                                  provide that any claim alleging employment              proposed rule change is consistent with               resolution of their controversies.
                                                  discrimination, including any sexual harassment
                                                  claims, in violation of a statute, is eligible for      the Act and the rules and regulations
                                                                                                                                                                  7 15    U.S.C. 78f(b).
                                                  arbitration pursuant to either a pre-dispute or a
                                                                                                                                                                  8 15    U.S.C. 78f(b)(5).
                                                  post-dispute agreement to arbitrate. In contrast,       arbitrated only when the parties have agreed to
                                                  proposed Rule 18.1A(b) would permit claims to be        arbitrate the claim after it has arisen.                9 Id.




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                                                                                 Federal Register / Vol. 80, No. 70 / Monday, April 13, 2015 / Notices                                                  19715

                                                  Specifically, the Exchange notes that                   19(b)(3)(A) of the Act 10 and Rule 19b–               public in accordance with the
                                                  while CBOE would cease to administer                    4(f)(6) 11 thereunder.                                provisions of 5 U.S.C. 552, will be
                                                  an arbitration program, TPHs, associated                   At any time within 60 days of the                  available for Web site viewing and
                                                  persons, and their customers would still                filing of the proposed rule change, the               printing in the Commission’s Public
                                                  have an effective forum in which to                     Commission summarily may                              Reference Room, 100 F Street NE.,
                                                  arbitrate their disputes, claims, or                    temporarily suspend such rule change if               Washington, DC 20549–1090 on official
                                                  controversies (i.e., TPHs, associated                   it appears to the Commission that such                business days between the hours of
                                                  persons, and their customers would still                action is necessary or appropriate in the             10:00 a.m. and 3:00 p.m. Copies of the
                                                  have the availability of an arbitration                 public interest, for the protection of                filing also will be available for
                                                  program; it would just be FINRA’s                       investors, or otherwise in furtherance of             inspection and copying at the principal
                                                  program in lieu of CBOE’s). The                         the purposes of the Act. If the                       office of the Exchange. All comments
                                                  Exchange believes that FINRA                            Commission takes such action, the                     received will be posted without change;
                                                  maintains a robust dispute resolution                   Commission shall institute proceedings                the Commission does not edit personal
                                                  system that provides a clear framework                  under Section 19(b)(2)(B) of the Act 12 to            identifying information from
                                                  to handle arbitrations in a manner that                 determine whether the proposed rule                   submissions. You should submit only
                                                  is designed to prevent fraudulent and                   change should be approved or                          information that you wish to make
                                                  manipulative acts and practices and                     disapproved.                                          available publicly. All submissions
                                                  promotes the protection of investors and                                                                      should refer to File Number SR–CBOE–
                                                                                                          IV. Solicitation of Comments                          2015–037 and should be submitted on
                                                  the public interest.
                                                                                                            Interested persons are invited to                   or before May 4, 2015.
                                                  B. Self-Regulatory Organization’s                       submit written data, views, and                         For the Commission, by the Division of
                                                  Statement on Burden on Competition                      arguments concerning the foregoing,                   Trading and Markets, pursuant to delegated
                                                     CBOE does not believe that the                       including whether the proposed rule                   authority.13
                                                  proposed rule change would impose any                   change is consistent with the Act.                    Brent J. Fields,
                                                  burden on competition that is not                       Comments may be submitted by any of                   Secretary.
                                                  necessary or appropriate in furtherance                 the following methods:                                [FR Doc. 2015–08336 Filed 4–10–15; 8:45 am]
                                                  of the purposes of the Act. CBOE                        Electronic Comments                                   BILLING CODE 8011–01–P
                                                  believes that the proposed rule change
                                                  is not designed to address any                            • Use the Commission’s Internet
                                                  competitive issues. Rather, CBOE                        comment form (http://www.sec.gov/                     SECURITIES AND EXCHANGE
                                                  believes that the proposed rule change                  rules/sro.shtml ); or                                 COMMISSION
                                                  is designed to facilitate the transition of               • Send an email to rule-comments@
                                                                                                          sec.gov. Please include File Number SR–               [Release No. 34–74664; File No. SR–EDGX–
                                                  the Exchange’s arbitration forum to                                                                           2015–15]
                                                  FINRA’s pursuant to the RSA and                         CBOE–2015–037 on the subject line.
                                                  streamline the arbitration process and                  Paper Comments                                        Self-Regulatory Organizations; EDGX
                                                  provide for a unified and efficient                                                                           Exchange, Inc.; Notice of Filing and
                                                  arbitration forum with one set of                         • Send paper comments in triplicate                 Immediate Effectiveness of a Proposed
                                                  arbitration rules and administrative                    to Secretary, Securities and Exchange                 Rule Change To Amend Rules 11.8,
                                                  procedures for all cases filed after the                Commission, 100 F Street NE.,                         11.9, 11.10, 11.11, and 11.16 Regarding
                                                  Effective Date. Additionally, CBOE                      Washington, DC 20549–1090.                            the Limit Up-Limit Down Plan
                                                  believes that the proposed rule change                  All submissions should refer to File
                                                  would provide greater harmonization                     Number SR–CBOE–2015–037. This file                    April 7, 2015.
                                                  between the Exchange Rules and FINRA                    number should be included on the                         Pursuant to Section 19(b)(1) of the
                                                  Rules of similar purpose, resulting in                  subject line if email is used. To help the            Securities Exchange Act of 1934 (the
                                                  less burdensome and more efficient                      Commission process and review your                    ‘‘Act’’),1 and Rule 19b–4 thereunder,2
                                                  regulatory compliance for Dual                          comments more efficiently, please use                 notice is hereby given that on March 26,
                                                  Members.                                                only one method. The Commission will                  2015, EDGX Exchange, Inc. (the
                                                                                                          post all comments on the Commission’s                 ‘‘Exchange’’ or ‘‘EDGX’’) filed with the
                                                  C. Self-Regulatory Organization’s                       Internet Web site at http://www.sec.gov/              Securities and Exchange Commission
                                                  Statement on Comments on the                            rules/sro.shtml. Copies of the                        (‘‘Commission’’) the proposed rule
                                                  Proposed Rule Change Received From                      submission, all subsequent                            change as described in Items I and II
                                                  Members, Participants, or Others                        amendments, all written statements                    below, which Items have been prepared
                                                    The Exchange neither solicited nor                    with respect to the proposed rule                     by the Exchange. The Commission is
                                                  received comments on the proposed                       change that are filed with the                        publishing this notice to solicit
                                                  rule change.                                            Commission, and all written                           comments on the proposed rule change
                                                                                                          communications relating to the                        from interested persons.
                                                  III. Date of Effectiveness of the                       proposed rule change between the
                                                  Proposed Rule Change and Timing for                                                                           I. Self-Regulatory Organization’s
                                                                                                          Commission and any person, other than                 Statement of the Terms of the Substance
                                                  Commission Action                                       those that may be withheld from the                   of the Proposed Rule Change
                                                    Because the proposed rule change
                                                                                                            10 15 U.S.C. 78s(b)(3)(A).                             The Exchange filed a proposal to
                                                  does not: (i) Significantly affect the
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                                                                                                            11 17 CFR 240.19b–4(f)(6). Rule 19b–4(f)(6)         amend Rules 11.8, 11.9, 11.10, 11.11,
                                                  protection of investors or the public
                                                                                                          requires a self-regulatory organization to give the   and 11.16, in order to conform Exchange
                                                  interest; (ii) impose any significant                   Commission written notice of its intent to file the   Rules to the rules of BATS Exchange,
                                                  burden on competition; and (iii) become                 proposed rule change at least five business days
                                                                                                                                                                Inc. (‘‘BZX’’) and BATS Y-Exchange,
                                                  operative for 30 days from the date on                  prior to the date of filing of the proposed rule
                                                  which it was filed, or such shorter time                change, or such shorter time as designated by the
                                                                                                                                                                  13 17 CFR 200.30–3(a)(12).
                                                                                                          Commission. The Exchange has satisfied this
                                                  as the Commission may designate, it has                 requirement.                                            1 15 U.S.C. 78s(b)(1).
                                                  become effective pursuant to Section                      12 15 U.S.C. 78s(b)(2)(B).                            2 17 CFR 240.19b–4.




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Document Created: 2015-12-18 11:21:42
Document Modified: 2015-12-18 11:21:42
CategoryRegulatory Information
CollectionFederal Register
sudoc ClassAE 2.7:
GS 4.107:
AE 2.106:
PublisherOffice of the Federal Register, National Archives and Records Administration
SectionNotices
FR Citation80 FR 19713 

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