80_FR_36126 80 FR 36006 - Joint Industry Plan; Notice of Filing of Amendment No. 2 to the National Market System Plan Governing the Process of Selecting a Plan Processor and Developing a Plan for the Consolidated Audit Trail by BATS Exchange, Inc., BATS-Y Exchange, Inc., BOX Options Exchange LLC, C2 Options Exchange, Incorporated, Chicago Board Options Exchange, Incorporated, Chicago Stock Exchange, Inc., EDGA Exchange, Inc., EDGX Exchange, Inc., Financial Industry Regulatory Authority, Inc., International Securities Exchange, LLC, ISE Gemini, LLC, Miami International Securities Exchange LLC, NASDAQ OMX BX, Inc., NASDAQ OMX PHLX LLC, The NASDAQ Stock Market LLC, National Stock Exchange, Inc., New York Stock Exchange LLC, NYSE MKT LLC, and NYSE Arca, Inc.

80 FR 36006 - Joint Industry Plan; Notice of Filing of Amendment No. 2 to the National Market System Plan Governing the Process of Selecting a Plan Processor and Developing a Plan for the Consolidated Audit Trail by BATS Exchange, Inc., BATS-Y Exchange, Inc., BOX Options Exchange LLC, C2 Options Exchange, Incorporated, Chicago Board Options Exchange, Incorporated, Chicago Stock Exchange, Inc., EDGA Exchange, Inc., EDGX Exchange, Inc., Financial Industry Regulatory Authority, Inc., International Securities Exchange, LLC, ISE Gemini, LLC, Miami International Securities Exchange LLC, NASDAQ OMX BX, Inc., NASDAQ OMX PHLX LLC, The NASDAQ Stock Market LLC, National Stock Exchange, Inc., New York Stock Exchange LLC, NYSE MKT LLC, and NYSE Arca, Inc.

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 80, Issue 120 (June 23, 2015)

Page Range36006-36008
FR Document2015-15364

Federal Register, Volume 80 Issue 120 (Tuesday, June 23, 2015)
[Federal Register Volume 80, Number 120 (Tuesday, June 23, 2015)]
[Notices]
[Pages 36006-36008]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2015-15364]


-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-75193; File No. 4-668]


Joint Industry Plan; Notice of Filing of Amendment No. 2 to the 
National Market System Plan Governing the Process of Selecting a Plan 
Processor and Developing a Plan for the Consolidated Audit Trail by 
BATS Exchange, Inc., BATS-Y Exchange, Inc., BOX Options Exchange LLC, 
C2 Options Exchange, Incorporated, Chicago Board Options Exchange, 
Incorporated, Chicago Stock Exchange, Inc., EDGA Exchange, Inc., EDGX 
Exchange, Inc., Financial Industry Regulatory Authority, Inc., 
International Securities Exchange, LLC, ISE Gemini, LLC, Miami 
International Securities Exchange LLC, NASDAQ OMX BX, Inc., NASDAQ OMX 
PHLX LLC, The NASDAQ Stock Market LLC, National Stock Exchange, Inc., 
New York Stock Exchange LLC, NYSE MKT LLC, and NYSE Arca, Inc.

June 17, 2015.

I. Introduction

    Pursuant to Section 11A of the Securities Exchange Act of 1934 
(``Act'') \1\ and Rule 608 Thereunder,\2\ notice is hereby given that, 
on March 6, 2015, BATS Exchange, Inc., BATS-Y Exchange, Inc., BOX 
Options Exchange LLC, C2 Options Exchange, Incorporated, Chicago Board 
Options Exchange, Incorporated, Chicago Stock Exchange, Inc., EDGA 
Exchange, Inc., EDGX Exchange, Inc., Financial Industry Regulatory 
Authority, Inc., International Securities Exchange, LLC, ISE Gemini, 
LLC, Miami International Securities Exchange LLC, NASDAQ OMX BX, Inc., 
NASDAQ OMX PHLX LLC, The NASDAQ Stock Market LLC, National Stock 
Exchange, Inc., New York Stock Exchange LLC, NYSE MKT LLC, and NYSE 
Arca, Inc. (collectively, ``SROs'' or ``Participants''), filed with the 
Securities and Exchange Commission (the ``Commission'') a proposal to 
amend the Plan Governing the Process of Selecting a Plan Processor and 
Developing a Plan for the Consolidated Audit Trail (the ``Selection 
Plan'').
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78k-1.
    \2\ 17 CFR 242.608.
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II. Background

    On September 3, 2013, the SROs filed for approval the Selection 
Plan \3\ to govern how the SROs would proceed

[[Page 36007]]

with formulating and submitting a national market system (``NMS'') plan 
to create, implement, and maintain a consolidated audit trail (``CAT 
NMS Plan'').\4\ The Selection Plan sets forth the process for the SROs 
to review, evaluate, and narrow down the Bids submitted in response to 
the SROs' request for proposals (``RFP'') for a Plan Processor to 
build, operate, administer, and maintain the consolidated audit trail, 
and ultimately for the SROs to select the Plan Processor.\5\ The 
Selection Plan was approved on February 21, 2014.\6\
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    \3\ See Securities Exchange Act Release No. 70892 (Nov. 15, 
2013), 78 FR 69910 (Nov. 21, 2013) (Notice of Selection Plan).
    \4\ See Securities Exchange Act Release No. 67457 (July 18, 
2012), 77 FR 45722 (Aug. 1, 2012) (Rule 613 Adopting Release).
    \5\ See Notice of Selection Plan, supra note 3.
    \6\ See Securities Exchange Act Release No. 71596 (Feb. 21, 
2014), 79 FR 11152 (Feb. 27, 2014) (Selection Plan Approval Order). 
On December 12, 2014, the SROs filed a proposed amendment to the 
Selection Plan, which was published for notice and comment in the 
Federal Register on February 11, 2015, to allow the SROs to accept 
revised Bids prior to Commission approval of the CAT NMS Plan, and 
to narrow the list of Shortlisted Bidders prior to Commission 
approval of the CAT NMS Plan (``Amendment No. 1''). See Securities 
Exchange Act Release No. 74223 (Feb. 6, 2015), 80 FR 7654 (Feb. 11, 
2015) (Notice of Amendment No. 1 to the Selection Plan). The 
Commission is separately issuing an approval order for Amendment No. 
1 concurrently with this Notice. See Securities Exchange Act Release 
No. 75192 (June 17, 2015).
---------------------------------------------------------------------------

    The SROs now propose to amend the Selection Plan to require an SRO 
that is a Bidding Participant \7\ to be recused from voting in any 
round by the Selection Committee to select the Plan Processor in which 
a Bid from or including such Bidding Participant or its Affiliate is 
being considered. A copy of the proposed amendment to the Selection 
Plan (``Amendment No. 2'') is attached as Exhibit A hereto. The 
Commission is publishing this notice to solicit comments from 
interested persons on proposed Amendment No. 2 to the Selection Plan.
---------------------------------------------------------------------------

    \7\ The Selection Plan defines ``Bidding Participant'' as a 
Participant that: (1) Submits a Bid; (2) is an Affiliate of an 
entity that submits a Bid; or (3) is included, or is an Affiliate of 
an entity that is included, as a Material Subcontractor as part of a 
Bid. See Notice of Selection Plan, supra note 3, Exhibit A at 2. The 
Selection Plan defines ``Participant'' as a party to the Selection 
Plan (i.e., an SRO). See id., Exhibit A at 3.
---------------------------------------------------------------------------

III. Description of the Plan

    Set forth in this Section III is the statement of the purpose of 
Amendment No. 2 to the Selection Plan, along with the information 
required by Rule 608(a)(4) and (5) under the Exchange Act,\8\ prepared 
and submitted by the SROs to the Commission.\9\
---------------------------------------------------------------------------

    \8\ See 17 CFR 242.608(a)(4) and (a)(5).
    \9\ See Letter from the Participants to Brent J. Fields, 
Secretary, Commission, dated March 4, 2015.
---------------------------------------------------------------------------

A. Background

    The Selection Plan, filed with the Commission on September 3, 
2013,\10\ and approved on February 21, 2014,\11\ governs the process 
for Participant review and vote for Bids for the role of Plan Processor 
for the CAT NMS Plan.\12\
---------------------------------------------------------------------------

    \10\ See Notice of Selection Plan, supra note 3.
    \11\ See Selection Plan Approval Order, supra note 6.
    \12\ The Participants also have filed a proposed amendment to 
the Selection Plan (Amendment No. 1) that would allow the 
Participants to accept revised Bids prior to the Commission's 
approval of the CAT NMS Plan, and to narrow the list of Shortlisted 
Bidders prior to the Commission's approval of the CAT NMS Plan. See 
Notice of Amendment No. 1 to the Selection Plan, supra note 6. 
Amendment No. 1 also requires recusal of a Bidding Participant from 
voting in the narrowing process if a Bid submitted by or including 
the Participant or an Affiliate of the Participant is a Shortlisted 
Bid.
---------------------------------------------------------------------------

    After gaining experience with the development process for the CAT 
NMS Plan, the Participants believe it is advisable to amend the 
Selection Plan to ensure that the Participants will be able to choose a 
Plan Processor without any potential conflict of interest raised by 
having a Participant vote in any round in the selection process where 
that Participant has submitted a Bid, a Bid has been submitted by an 
Affiliate of that Participant, or a Bid has been submitted that 
includes that Participant or its Affiliate, and any such Bid is under 
consideration in that round. The Participants propose amending the 
Selection Plan to require recusal of that Bidding Participant in any of 
those situations.
1. The Selection Plan Currently Requires Recusal on a Vote Only in the 
Second Round of the Selection Process
    Under the Selection Plan, a Bidding Participant is recused from a 
vote only in the second round of voting by the Selection Committee to 
select the Plan Processor (as set forth in Section VI(E)(4) of the 
Selection Plan) where that Participant has submitted a Bid, a Bid has 
been submitted by an Affiliate of that Participant, or a Bid has been 
submitted that includes that Participant or its Affiliate, and any such 
Bid is under consideration in that round.
2. Requiring Recusal on a Vote in all Rounds of the Selection Will 
Ensure That All Participants Voting on the Plan Processor Do Not Have 
Any Conflict of Interest
    As noted in the Selection Plan Approval Order, the Selection Plan 
as currently drafted balances the competing goals of ensuring all 
Participants participate meaningfully in the process of developing the 
CAT NMS Plan and mitigating potential conflicts of interest related to 
the involvement of Bidding Participants through information barriers 
and the voting limitations.\13\ Based on their experience with these 
measures as currently set forth in the Plan, the Participants believe 
that the Plan has adequately addressed the potential conflicts of 
interest related to Bidding Participants. Nonetheless, the Participants 
believe that requiring recusal in all rounds of the selection process 
will further the Participants' goal of ensuring the fair and impartial 
consideration and selection of the Plan Processor.
---------------------------------------------------------------------------

    \13\ See Selection Plan Approval Order, supra note 6 at 11157.
---------------------------------------------------------------------------

B. Requirements Pursuant to Rule 608(a)

1. Description of the Amendments to the Selection Plan
    The Participants propose amending the Selection Plan to prohibit a 
Bidding Participant from voting in any round to select the Plan 
Processor from among the Shortlisted Bidders where that Bidding 
Participant has submitted a Bid, a Bid has been submitted by an 
Affiliate of that Bidding Participant, or a Bid has been submitted that 
includes that Participant or its Affiliate, and any such Bid is under 
consideration in that round.
2. Governing or Constituent Documents
    Not applicable.
3. Implementation of Amendment
    The terms of the proposed amendment will be operative immediately 
upon approval of the amendment by the Commission.
4. Development and Implementation Phases
    Not applicable.
5. Analysis of Impact on Competition
    The proposed amendment does not impose any burden on competition 
that is not necessary or appropriate in furtherance of the purposes of 
the Exchange Act. The SROs believe that the amendment further helps 
assure the fair and impartial consideration and selection of the Plan 
Processor for the CAT NMS Plan.
6. Written Understanding or Agreements Relating to Interpretation of, 
or Participation in, Plan
    Not applicable.
7. Statement that the Amendments Have Been Approved by the Plan 
Sponsors
    The Selection Plan provides that amendments to the Selection Plan 
shall

[[Page 36008]]

be effected by means of a written amendment that: (1) Sets forth the 
change, addition, or deletion; (2) is executed by over two-thirds of 
the Participants; and (3) is approved by the SEC pursuant to Rule 608, 
or otherwise becomes effective under Rule 608.\14\
---------------------------------------------------------------------------

    \14\ 17 CFR 242.608.
---------------------------------------------------------------------------

    The proposed amendment has been executed by all of the 
Participants, and has consequently been approved by the SROs.
8. Terms and Conditions of Access
    Not applicable.
9. Method of Determination and Imposition, and Amount of, Fees and 
Charges
    Not applicable.
10. Method and Frequency of Processor Evaluation
    Not applicable.
11. Dispute Resolution
    Not applicable.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the Amendment No. 
2 to the Selection Plan 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 [email protected]. Please include 
File Number 4-668 on the subject line.

Paper Comments

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

All submissions should refer to File Number 4-668. This file number 
should be included on the subject line if email is used. To help the 
Commission process and review your comments more efficiently, please 
use only one method. The Commission will post all comments on the 
Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). 
Copies of the submission, all subsequent amendments, all written 
statements with respect to the Amendment to the Plan that are filed 
with the Commission, and all written communications relating to the 
Amendment to the Plan between the Commission and any person, other than 
those that may be withheld from the public in accordance with the 
provisions of 5 U.S.C. 552, will be available for Web site viewing and 
printing in the Commission's Public Reference Room, 100 F Street NE., 
Washington, DC 20549 on official business days between 10:00 a.m. and 
3:00 p.m. Copies of the submission will also be available for 
inspection and copying at the Participants' principal offices. 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 4-668 and should be submitted 
on or before July 23, 2015.

    By the Commission.
Brent J. Fields,
Secretary.

Exhibit A

    Proposed new language is italicized; proposed deletions are in 
[brackets].

PROPOSED AMENDMENT TEXT

    Additions underlined; deletions bracketed \15\
---------------------------------------------------------------------------

    \15\ The marked additions and deletions show the proposed 
changes to the current Selection Plan without taking into account 
Amendment No.1. The effect of the proposed additions and deletions 
on the Selection Plan, taking into account Amendment No. 1, would be 
renumbering Section V.(B)(3) as Section V.(B)(4).
---------------------------------------------------------------------------

Plan Processor Evaluation and Selection Plan

V. Selection Committee

    * * *

(B) Voting

    * * *
    (3) No Bidding Participant shall vote in any [the second] round set 
forth [in Section VI(E)(4)] below if a Bid submitted by or including 
the Participant or an Affiliate of the Participant is a part of such 
[the second] round.
    * * *

VI. RFP Bid Evaluation and Plan Processor Selection

    * * *

(E) Selection of Plan Processor Under the CAT NMS Plan

    * * *
    (2) Each Participant shall have one vote in each round, except that 
no Bidding Participant shall be entitled to vote in any [the second] 
round if the Participant's Bid, a Bid submitted by an Affiliate of the 
Participant, or a Bid including the Participant or an Affiliate of the 
Participant is considered in such [the second] round. [Until the second 
round, Bidding Participants may vote for any Shortlisted Bid.]
    (3) First Round Voting by the Selection Committee
    (a) In the first round of voting, each Voting Senior Officer, 
subject to the recusal provisions in Paragraph (E)(2) above, shall 
select a first and second choice from among the Shortlisted Bids.
    * * *

[FR Doc. 2015-15364 Filed 6-22-15; 8:45 am]
 BILLING CODE 8011-01-P



                                                  36006                          Federal Register / Vol. 80, No. 120 / Tuesday, June 23, 2015 / Notices

                                                  (B) Self-Regulatory Organization’s                      All submissions should refer to File                    SECURITIES AND EXCHANGE
                                                  Statement on Burden on Competition                      Number SR–Phlx–2015–49. This file                       COMMISSION
                                                    The Exchange does not believe that                    number should be included on the
                                                                                                                                                                  [Release No. 34–75193; File No. 4–668]
                                                  the proposed rule change will result in                 subject line if email is used. To help the
                                                  any burden on competition that is not                   Commission process and review your                      Joint Industry Plan; Notice of Filing of
                                                  necessary or appropriate in furtherance                 comments more efficiently, please use                   Amendment No. 2 to the National
                                                  of the purposes of the Act, as amended.                 only one method. The Commission will                    Market System Plan Governing the
                                                  Specifically, the proposal does not                     post all comments on the Commission’s                   Process of Selecting a Plan Processor
                                                  impose an intra-market burden on                        Internet Web site (http://www.sec.gov/                  and Developing a Plan for the
                                                  competition, because these changes                      rules/sro.shtml). Copies of the                         Consolidated Audit Trail by BATS
                                                  make the rule clearer and more                          submission, all subsequent                              Exchange, Inc., BATS–Y Exchange,
                                                  complete for all participants. Nor will                 amendments, all written statements                      Inc., BOX Options Exchange LLC, C2
                                                  the proposal impose a burden on                         with respect to the proposed rule                       Options Exchange, Incorporated,
                                                  competition among the options                           change that are filed with the                          Chicago Board Options Exchange,
                                                  exchanges, because of the vigorous                      Commission, and all written                             Incorporated, Chicago Stock
                                                  competition for order flow among the                    communications relating to the                          Exchange, Inc., EDGA Exchange, Inc.,
                                                  options exchanges. To the extent that                   proposed rule change between the                        EDGX Exchange, Inc., Financial
                                                  market participants disagree with the                   Commission and any person, other than                   Industry Regulatory Authority, Inc.,
                                                  particular approach taken by the                        those that may be withheld from the                     International Securities Exchange,
                                                  Exchange herein, market participants                                                                            LLC, ISE Gemini, LLC, Miami
                                                                                                          public in accordance with the
                                                  can easily and readily direct complex                                                                           International Securities Exchange LLC,
                                                                                                          provisions of 5 U.S.C. 552, will be
                                                  order flow to competing venues.                                                                                 NASDAQ OMX BX, Inc., NASDAQ OMX
                                                                                                          available for Web site viewing and
                                                  (C) Self-Regulatory Organization’s                      printing in the Commission’s Public                     PHLX LLC, The NASDAQ Stock Market
                                                  Statement on Comments on the                            Reference Room, 100 F Street NE.,                       LLC, National Stock Exchange, Inc.,
                                                  Proposed Rule Change Received from                                                                              New York Stock Exchange LLC, NYSE
                                                                                                          Washington, DC 20549, on official
                                                  Members, Participants or Others                                                                                 MKT LLC, and NYSE Arca, Inc.
                                                                                                          business days between the hours of
                                                    No written comments were either                       10:00 a.m. and 3:00 p.m. Copies of the                  June 17, 2015.
                                                  solicited or received.                                  filing will also be available for
                                                                                                                                                                  I. Introduction
                                                  III. Date of Effectiveness of the                       inspection and copying at the principal
                                                                                                          office of the Exchange. All comments                       Pursuant to Section 11A of the
                                                  Proposed Rule Change and Timing for                                                                             Securities Exchange Act of 1934
                                                  Commission Action                                       received will be posted without change;
                                                                                                          the Commission does not edit personal                   (‘‘Act’’) 1 and Rule 608 Thereunder,2
                                                     Within 45 days of the date of                        identifying information from                            notice is hereby given that, on March 6,
                                                  publication of this notice in the Federal               submissions. You should submit only                     2015, BATS Exchange, Inc., BATS–Y
                                                  Register or within such longer period (i)                                                                       Exchange, Inc., BOX Options Exchange
                                                                                                          information that you wish to make
                                                  as the Commission may designate up to                                                                           LLC, C2 Options Exchange,
                                                                                                          available publicly. All submissions
                                                  90 days of such date if it finds such                                                                           Incorporated, Chicago Board Options
                                                  longer period to be appropriate and                     should refer to File Number SR–Phlx–
                                                                                                                                                                  Exchange, Incorporated, Chicago Stock
                                                  publishes its reasons for so finding or                 2015–49 and should be submitted on or
                                                                                                                                                                  Exchange, Inc., EDGA Exchange, Inc.,
                                                  (ii) as to which the Exchange consents,                 before July 14, 2015.
                                                                                                                                                                  EDGX Exchange, Inc., Financial
                                                  the Commission will: (a) By order                         For the Commission, by the Division of                Industry Regulatory Authority, Inc.,
                                                  approve or disapprove such proposed                     Trading and Markets, pursuant to delegated              International Securities Exchange, LLC,
                                                  rule change, or (b) institute proceedings               authority.69                                            ISE Gemini, LLC, Miami International
                                                  to determine whether the proposed rule                  Brent J. Fields,                                        Securities Exchange LLC, NASDAQ
                                                  change should be disapproved.                           Secretary.                                              OMX BX, Inc., NASDAQ OMX PHLX
                                                  IV. Solicitation of Comments                            [FR Doc. 2015–15339 Filed 6–22–15; 8:45 am]             LLC, The NASDAQ Stock Market LLC,
                                                                                                                                                                  National Stock Exchange, Inc., New
                                                    Interested persons are invited to                     BILLING CODE 8011–01–P
                                                                                                                                                                  York Stock Exchange LLC, NYSE MKT
                                                  submit written data, views, and                                                                                 LLC, and NYSE Arca, Inc. (collectively,
                                                  arguments concerning the foregoing,                                                                             ‘‘SROs’’ or ‘‘Participants’’), filed with
                                                  including whether the proposed rule                                                                             the Securities and Exchange
                                                  change is consistent with the Act.                                                                              Commission (the ‘‘Commission’’) a
                                                  Comments may be submitted by any of                                                                             proposal to amend the Plan Governing
                                                  the following methods:                                                                                          the Process of Selecting a Plan Processor
                                                  Electronic Comments                                                                                             and Developing a Plan for the
                                                                                                                                                                  Consolidated Audit Trail (the ‘‘Selection
                                                    • Use the Commission’s Internet
                                                                                                                                                                  Plan’’).
                                                  comment form (http://www.sec.gov/
                                                  rules/sro.shtml); or                                                                                            II. Background
                                                    • Send an email to rule-comments@
                                                                                                                                                                    On September 3, 2013, the SROs filed
mstockstill on DSK4VPTVN1PROD with NOTICES




                                                  sec.gov. Please include File Number SR–
                                                                                                                                                                  for approval the Selection Plan 3 to
                                                  Phlx–2015–49 on the subject line.
                                                                                                                                                                  govern how the SROs would proceed
                                                  Paper Comments
                                                                                                                                                                    1 15 U.S.C. 78k–1.
                                                    • Send paper comments in triplicate                                                                             2 17 CFR 242.608.
                                                  to Brent J. Fields, Secretary, Securities                                                                         3 See Securities Exchange Act Release No. 70892
                                                  and Exchange Commission, 100 F Street                                                                           (Nov. 15, 2013), 78 FR 69910 (Nov. 21, 2013)
                                                  NE., Washington, DC 20549–1090.                           69 17   CFR 200.30–3(a)(12).                          (Notice of Selection Plan).



                                             VerDate Sep<11>2014   18:39 Jun 22, 2015   Jkt 235001   PO 00000   Frm 00075    Fmt 4703   Sfmt 4703   E:\FR\FM\23JNN1.SGM    23JNN1


                                                                                   Federal Register / Vol. 80, No. 120 / Tuesday, June 23, 2015 / Notices                                                        36007

                                                  with formulating and submitting a                          A. Background                                              Plan and mitigating potential conflicts
                                                  national market system (‘‘NMS’’) plan to                      The Selection Plan, filed with the                      of interest related to the involvement of
                                                  create, implement, and maintain a                          Commission on September 3, 2013,10                         Bidding Participants through
                                                  consolidated audit trail (‘‘CAT NMS                        and approved on February 21, 2014,11                       information barriers and the voting
                                                  Plan’’).4 The Selection Plan sets forth                    governs the process for Participant                        limitations.13 Based on their experience
                                                  the process for the SROs to review,                        review and vote for Bids for the role of                   with these measures as currently set
                                                  evaluate, and narrow down the Bids                         Plan Processor for the CAT NMS Plan.12                     forth in the Plan, the Participants
                                                  submitted in response to the SROs’                            After gaining experience with the                       believe that the Plan has adequately
                                                  request for proposals (‘‘RFP’’) for a Plan                 development process for the CAT NMS                        addressed the potential conflicts of
                                                  Processor to build, operate, administer,                   Plan, the Participants believe it is                       interest related to Bidding Participants.
                                                  and maintain the consolidated audit                        advisable to amend the Selection Plan to                   Nonetheless, the Participants believe
                                                  trail, and ultimately for the SROs to                      ensure that the Participants will be able                  that requiring recusal in all rounds of
                                                  select the Plan Processor.5 The Selection                  to choose a Plan Processor without any                     the selection process will further the
                                                  Plan was approved on February 21,                          potential conflict of interest raised by                   Participants’ goal of ensuring the fair
                                                  2014.6                                                     having a Participant vote in any round                     and impartial consideration and
                                                     The SROs now propose to amend the                       in the selection process where that                        selection of the Plan Processor.
                                                  Selection Plan to require an SRO that is                   Participant has submitted a Bid, a Bid                     B. Requirements Pursuant to Rule 608(a)
                                                  a Bidding Participant 7 to be recused                      has been submitted by an Affiliate of
                                                  from voting in any round by the                            that Participant, or a Bid has been                        1. Description of the Amendments to the
                                                  Selection Committee to select the Plan                     submitted that includes that Participant                   Selection Plan
                                                  Processor in which a Bid from or                           or its Affiliate, and any such Bid is                         The Participants propose amending
                                                  including such Bidding Participant or                      under consideration in that round. The                     the Selection Plan to prohibit a Bidding
                                                  its Affiliate is being considered. A copy                  Participants propose amending the                          Participant from voting in any round to
                                                  of the proposed amendment to the                           Selection Plan to require recusal of that                  select the Plan Processor from among
                                                  Selection Plan (‘‘Amendment No. 2’’) is                    Bidding Participant in any of those                        the Shortlisted Bidders where that
                                                  attached as Exhibit A hereto. The                          situations.                                                Bidding Participant has submitted a Bid,
                                                  Commission is publishing this notice to                                                                               a Bid has been submitted by an Affiliate
                                                  solicit comments from interested                           1. The Selection Plan Currently
                                                                                                                                                                        of that Bidding Participant, or a Bid has
                                                  persons on proposed Amendment No. 2                        Requires Recusal on a Vote Only in the
                                                                                                                                                                        been submitted that includes that
                                                  to the Selection Plan.                                     Second Round of the Selection Process
                                                                                                                                                                        Participant or its Affiliate, and any such
                                                                                                               Under the Selection Plan, a Bidding                      Bid is under consideration in that
                                                  III. Description of the Plan
                                                                                                             Participant is recused from a vote only                    round.
                                                    Set forth in this Section III is the                     in the second round of voting by the
                                                  statement of the purpose of Amendment                      Selection Committee to select the Plan                     2. Governing or Constituent Documents
                                                  No. 2 to the Selection Plan, along with                    Processor (as set forth in Section                            Not applicable.
                                                  the information required by Rule                           VI(E)(4) of the Selection Plan) where
                                                                                                                                                                        3. Implementation of Amendment
                                                  608(a)(4) and (5) under the Exchange                       that Participant has submitted a Bid, a
                                                  Act,8 prepared and submitted by the                        Bid has been submitted by an Affiliate                        The terms of the proposed
                                                  SROs to the Commission.9                                   of that Participant, or a Bid has been                     amendment will be operative
                                                                                                             submitted that includes that Participant                   immediately upon approval of the
                                                     4 See Securities Exchange Act Release No. 67457         or its Affiliate, and any such Bid is                      amendment by the Commission.
                                                  (July 18, 2012), 77 FR 45722 (Aug. 1, 2012) (Rule          under consideration in that round.                         4. Development and Implementation
                                                  613 Adopting Release).
                                                     5 See Notice of Selection Plan, supra note 3.           2. Requiring Recusal on a Vote in all                      Phases
                                                     6 See Securities Exchange Act Release No. 71596         Rounds of the Selection Will Ensure                           Not applicable.
                                                  (Feb. 21, 2014), 79 FR 11152 (Feb. 27, 2014)               That All Participants Voting on the Plan
                                                  (Selection Plan Approval Order). On December 12,
                                                                                                             Processor Do Not Have Any Conflict of                      5. Analysis of Impact on Competition
                                                  2014, the SROs filed a proposed amendment to the
                                                  Selection Plan, which was published for notice and         Interest                                                      The proposed amendment does not
                                                  comment in the Federal Register on February 11,
                                                                                                               As noted in the Selection Plan                           impose any burden on competition that
                                                  2015, to allow the SROs to accept revised Bids prior                                                                  is not necessary or appropriate in
                                                  to Commission approval of the CAT NMS Plan, and            Approval Order, the Selection Plan as
                                                  to narrow the list of Shortlisted Bidders prior to         currently drafted balances the                             furtherance of the purposes of the
                                                  Commission approval of the CAT NMS Plan                    competing goals of ensuring all                            Exchange Act. The SROs believe that
                                                  (‘‘Amendment No. 1’’). See Securities Exchange Act
                                                                                                             Participants participate meaningfully in                   the amendment further helps assure the
                                                  Release No. 74223 (Feb. 6, 2015), 80 FR 7654 (Feb.                                                                    fair and impartial consideration and
                                                  11, 2015) (Notice of Amendment No. 1 to the                the process of developing the CAT NMS
                                                  Selection Plan). The Commission is separately                                                                         selection of the Plan Processor for the
                                                  issuing an approval order for Amendment No. 1                   10 See   Notice of Selection Plan, supra note 3.      CAT NMS Plan.
                                                  concurrently with this Notice. See Securities                   11 See   Selection Plan Approval Order, supra note
                                                  Exchange Act Release No. 75192 (June 17, 2015).            6.
                                                                                                                                                                        6. Written Understanding or Agreements
                                                     7 The Selection Plan defines ‘‘Bidding                       12 The
                                                                                                                      Participants also have filed a proposed           Relating to Interpretation of, or
                                                  Participant’’ as a Participant that: (1) Submits a Bid;    amendment to the Selection Plan (Amendment No.             Participation in, Plan
                                                  (2) is an Affiliate of an entity that submits a Bid;       1) that would allow the Participants to accept
                                                  or (3) is included, or is an Affiliate of an entity that   revised Bids prior to the Commission’s approval of
                                                                                                                                                                           Not applicable.
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                                                  is included, as a Material Subcontractor as part of        the CAT NMS Plan, and to narrow the list of
                                                  a Bid. See Notice of Selection Plan, supra note 3,                                                                    7. Statement that the Amendments Have
                                                                                                             Shortlisted Bidders prior to the Commission’s
                                                  Exhibit A at 2. The Selection Plan defines                 approval of the CAT NMS Plan. See Notice of                Been Approved by the Plan Sponsors
                                                  ‘‘Participant’’ as a party to the Selection Plan (i.e.,    Amendment No. 1 to the Selection Plan, supra note
                                                  an SRO). See id., Exhibit A at 3.                                                                                        The Selection Plan provides that
                                                                                                             6. Amendment No. 1 also requires recusal of a
                                                     8 See 17 CFR 242.608(a)(4) and (a)(5).
                                                                                                             Bidding Participant from voting in the narrowing           amendments to the Selection Plan shall
                                                     9 See Letter from the Participants to Brent J.          process if a Bid submitted by or including the
                                                  Fields, Secretary, Commission, dated March 4,              Participant or an Affiliate of the Participant is a          13 See Selection Plan Approval Order, supra note

                                                  2015.                                                      Shortlisted Bid.                                           6 at 11157.



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                                                  36008                           Federal Register / Vol. 80, No. 120 / Tuesday, June 23, 2015 / Notices

                                                  be effected by means of a written                        those that may be withheld from the                    of the Participant is considered in such
                                                  amendment that: (1) Sets forth the                       public in accordance with the                          [the second] round. [Until the second
                                                  change, addition, or deletion; (2) is                    provisions of 5 U.S.C. 552, will be                    round, Bidding Participants may vote
                                                  executed by over two-thirds of the                       available for Web site viewing and                     for any Shortlisted Bid.]
                                                  Participants; and (3) is approved by the                 printing in the Commission’s Public                       (3) First Round Voting by the
                                                  SEC pursuant to Rule 608, or otherwise                   Reference Room, 100 F Street NE.,                      Selection Committee
                                                  becomes effective under Rule 608.14                      Washington, DC 20549 on official                          (a) In the first round of voting, each
                                                    The proposed amendment has been                        business days between 10:00 a.m. and                   Voting Senior Officer, subject to the
                                                  executed by all of the Participants, and                 3:00 p.m. Copies of the submission will                recusal provisions in Paragraph (E)(2)
                                                  has consequently been approved by the                    also be available for inspection and                   above, shall select a first and second
                                                  SROs.                                                    copying at the Participants’ principal                 choice from among the Shortlisted Bids.
                                                                                                           offices. All comments received will be                    * * *
                                                  8. Terms and Conditions of Access
                                                                                                           posted without change; the Commission                  [FR Doc. 2015–15364 Filed 6–22–15; 8:45 am]
                                                     Not applicable.                                       does not edit personal identifying                     BILLING CODE 8011–01–P
                                                  9. Method of Determination and                           information from submissions. You
                                                  Imposition, and Amount of, Fees and                      should submit only information that
                                                  Charges                                                  you wish to make available publicly. All               SECURITIES AND EXCHANGE
                                                                                                           submissions should refer to File                       COMMISSION
                                                     Not applicable.                                       Number 4–668 and should be submitted
                                                                                                                                                                  [Investment Company Act Release No.
                                                  10. Method and Frequency of Processor                    on or before July 23, 2015.                            31677; 812–14325]
                                                  Evaluation                                                 By the Commission.
                                                                                                           Brent J. Fields,                                       American Funds Insurance Series, et
                                                     Not applicable.
                                                                                                           Secretary.                                             al.; Notice of Application
                                                  11. Dispute Resolution
                                                                                                           Exhibit A                                              June 17, 2015.
                                                     Not applicable.                                                                                              AGENCY:    Securities and Exchange
                                                                                                             Proposed new language is italicized;
                                                  IV. Solicitation of Comments                             proposed deletions are in [brackets].                  Commission (‘‘Commission’’).
                                                                                                                                                                  ACTION: Notice of an application for an
                                                     Interested persons are invited to                     PROPOSED AMENDMENT TEXT
                                                  submit written data, views, and                                                                                 order under section 12(d)(1)(J) of the
                                                  arguments concerning the foregoing,                        Additions underlined; deletions                      Investment Company Act of 1940 (the
                                                  including whether the Amendment No.                      bracketed 15                                           ‘‘Act’’) for an exemption from sections
                                                  2 to the Selection Plan is consistent                                                                           12(d)(1)(A) and (B) of the Act, and
                                                                                                           Plan Processor Evaluation and Selection                under sections 6(c) and 17(b) of the Act
                                                  with the Act. Comments may be                            Plan
                                                  submitted by any of the following                                                                               for an exemption from sections 17(a)(1)
                                                  methods:                                                 V. Selection Committee                                 and (2) of the Act.
                                                                                                             * * *
                                                  Electronic Comments                                                                                             SUMMARY OF THE APPLICATION:      The
                                                    • Use the Commission’s Internet                        (B) Voting                                             requested order would permit certain
                                                  comment form (http://www.sec.gov/                          * * *                                                registered management investment
                                                  rules/sro.shtml); or                                       (3) No Bidding Participant shall vote                companies to acquire shares of certain
                                                    • Send an email to rule-comments@                      in any [the second] round set forth [in                registered open-end management
                                                  sec.gov. Please include File Number                      Section VI(E)(4)] below if a Bid                       investment companies that are outside
                                                  4–668 on the subject line.                               submitted by or including the                          the same group of investment
                                                                                                           Participant or an Affiliate of the                     companies as the acquiring investment
                                                  Paper Comments                                           Participant is a part of such [the second]             companies.
                                                     • Send paper comments in triplicate                   round.                                                 APPLICANTS: American Funds Insurance
                                                  to Brent J. Fields, Secretary, Securities                  * * *                                                Series (the ‘‘Trust’’), Capital Research
                                                  and Exchange Commission, 100 F Street                                                                           and Management Company (‘‘Capital
                                                                                                           VI. RFP Bid Evaluation and Plan
                                                  NE., Washington, DC 20549–1090.                                                                                 Research’’ or the ‘‘Adviser’’),1 and
                                                                                                           Processor Selection
                                                  All submissions should refer to File                                                                            American Funds Distributors, Inc. (the
                                                                                                             * * *                                                ‘‘Distributor’’).
                                                  Number 4–668. This file number should
                                                  be included on the subject line if email                 (E) Selection of Plan Processor Under                  FILING DATES: The application was filed
                                                  is used. To help the Commission                          the CAT NMS Plan                                       on June 27, 2014 and amended on May
                                                  process and review your comments                           * * *                                                7, 2015.
                                                  more efficiently, please use only one                      (2) Each Participant shall have one                  HEARING OR NOTIFICATION OF HEARING: An
                                                  method. The Commission will post all                     vote in each round, except that no                     order granting the application will be
                                                  comments on the Commission’s Internet                    Bidding Participant shall be entitled to               issued unless the Commission orders a
                                                  Web site (http://www.sec.gov/rules/                      vote in any [the second] round if the                  hearing. Interested persons may request
                                                  sro.shtml). Copies of the submission, all                Participant’s Bid, a Bid submitted by an               a hearing by writing to the
                                                  subsequent amendments, all written                       Affiliate of the Participant, or a Bid                 Commission’s Secretary and serving
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                                                  statements with respect to the                           including the Participant or an Affiliate              applicants with a copy of the request,
                                                  Amendment to the Plan that are filed                                                                            personally or by mail. Hearing requests
                                                  with the Commission, and all written                        15 The marked additions and deletions show the

                                                  communications relating to the                           proposed changes to the current Selection Plan           1 All references to the term ‘‘Adviser’’ herein

                                                  Amendment to the Plan between the                        without taking into account Amendment No.1. The        include successors-in-interest to Capital Research.
                                                                                                           effect of the proposed additions and deletions on      Successors-in-interest are limited to any entity
                                                  Commission and any person, other than                    the Selection Plan, taking into account Amendment      resulting from a reorganization of Capital Research
                                                                                                           No. 1, would be renumbering Section V.(B)(3) as        into another jurisdiction or a change in the type of
                                                    14 17   CFR 242.608.                                   Section V.(B)(4).                                      business organization.



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Document Created: 2018-02-22 11:15:33
Document Modified: 2018-02-22 11:15:33
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 36006 

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