80_FR_46512 80 FR 46363 - Self-Regulatory Organizations; EDGA Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change to Rule 11.11, Routing to Away Trading Centers

80 FR 46363 - Self-Regulatory Organizations; EDGA Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change to Rule 11.11, Routing to Away Trading Centers

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 80, Issue 149 (August 4, 2015)

Page Range46363-46365
FR Document2015-19015

Federal Register, Volume 80 Issue 149 (Tuesday, August 4, 2015)
[Federal Register Volume 80, Number 149 (Tuesday, August 4, 2015)]
[Notices]
[Pages 46363-46365]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2015-19015]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-75550; File No. SR-EDGA-2015-28]


Self-Regulatory Organizations; EDGA Exchange, Inc.; Notice of 
Filing and Immediate Effectiveness of a Proposed Rule Change to Rule 
11.11, Routing to Away Trading Centers

July 29, 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 July 21, 2015, EDGA Exchange, Inc. (the ``Exchange'' or 
``EDGA'') filed with the Securities and Exchange Commission 
(``Commission'') the proposed rule change as described in Items I and 
II below, which Items have been prepared by the Exchange. The Exchange 
has designated this proposal as a ``non-controversial'' proposed rule 
change pursuant to Section 19(b)(3)(A) of the Act \3\ and Rule 19b-
4(f)(6)(iii) thereunder,\4\ which renders it effective upon filing with 
the Commission. 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).
    \4\ 17 CFR 240.19b-4(f)(6)(iii).
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange filed a proposal to amend Rule 11.11, Routing to Away 
Trading Centers, to: (i) Delete references to the ROOC routing option; 
and (ii) update routing options IOCM and ICMT to reflect a recent 
proposed rule change by EDGX Exchange, Inc. (``EDGX'') in which EDGX 
replaced the MidPoint Match Order with the MidPoint Peg Order.\5\
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    \5\ See Securities Exchange Act Release No. 75479 (July 17, 
2015) (SR-EDGX-2015-33).
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    The text of the proposed rule change is available at the Exchange's 
Web site at www.batstrading.com, at the principal office of the 
Exchange, 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 parts 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 amend Rule 11.11, Routing to Away Trading 
Centers, to: (i) Delete references to the ROOC routing option; and (ii) 
update routing options IOCM and ICMT to reflect a recent proposed rule 
change by EDGX in which EDGX replaced the MidPoint Match Order with the 
MidPoint Peg Order.\6\
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    \6\ See supra note 5.

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[[Page 46364]]

ROOC Routing Option
    Under Rule 11.11(g)(8), an order utilizing the ROOC routing option 
is designated by the User \7\ to participate in the opening, re-opening 
(following a halt, suspension, or pause), or closing process of a 
primary listing market (BATS, NYSE, Nasdaq, NYSE MKT, or NYSE Arca) if 
received before the opening/re-opening/closing time of such market. If 
shares remain unexecuted after attempting to execute in the opening, 
re-opening, or closing process, they are either posted to the EDGA 
Book,\8\ executed, or routed to destinations on the System \9\ routing 
table.\10\
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    \7\ The term ``User'' is defined as ``any Member or Sponsored 
Participant who is authorized to obtain access to the System 
pursuant to Rule 11.3.'' See Exchange Rule 1.5(ee).
    \8\ The term ``EDGA Book is defined as ``the System's electronic 
file of orders.'' Rule 1.5(d).
    \9\ The term ``System'' is defined as ``the electronic 
communications and trading facility designated by the Board through 
which securities orders of Users are consolidated for ranking, 
execution and, when applicable, routing away.'' Rule 1.5(cc).
    \10\ The term ``System routing table'' refers to the proprietary 
process for determining the specific trading venues to which the 
System routes orders and the order in which it routes them. Rule 
11.11(g). Orders in BATS listed securities designated for 
participation in the re-opening process on BATS following a halt, 
suspension, or pause remain on the EDGA Book and be eligible for 
execution once the halt, suspension, or pause has been lifted. Rule 
11.11(g)(8).
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    Because few Users elect the ROOC routing option, the Exchange has 
determined that the current demand does not warrant the infrastructure 
and ongoing maintenance expenses required to support the product. 
Therefore, the Exchange proposes to delete the ROOC routing option 
under Rule 11.11(g)(8) as well as a reference to the ROOC routing 
option under Rule 11.11(g)(16). Users seeking to route orders to 
participate in the opening, re-opening, or closing process of a primary 
listing market may use alternative methods, such as connecting to those 
markets directly or through a third party service provider, or electing 
another routing option offered by the Exchange that enables a User to 
post an order to certain primary listing markets.\11\
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    \11\ See e.g., Rule 11.11(g)(4) (describing the INET routing 
option under which an order checks the System for available shares 
and then is sent to Nasdaq. If shares remain unexecuted after 
routing, they are posted on the Nasdaq book, unless otherwise 
instructed by the User), Rule 11.11(g)(5) (describing the RDOT 
routing option under which an order checks the System for available 
shares and then is sent to destinations on the System routing table. 
If shares remain unexecuted after routing, they are sent to the NYSE 
and can be re-routed by the NYSE. Any remainder will be posted to 
the NYSE, unless otherwise instructed by the User), and Rule 
11.11(g)(6) (describing the RDOX routing option under which an order 
checks the System for available shares, is then sent to the NYSE and 
can be re-routed by the NYSE. If shares remain unexecuted after 
routing, they are posted on the NYSE book, unless otherwise 
instructed by the User).
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IOCM and ICMT Routing Options
    The Exchange also proposes to amend Rules 11.11(g)(11) and (12) to 
update routing options IOCM and ICMT to reflect a recent rule change by 
EDGX in which EDGX replaced the MidPoint Match Order with the MidPoint 
Peg Order.\12\ Rule 11.11(g)(11) describes IOCM as a routing option 
under which an order checks the System for available shares and then is 
sent, as a MidPoint Match Order with a Time-in-Force of IOC,\13\ to 
EDGX. Similarly, Rule 11.11(g)(12) describes ICMT as a routing option 
under which an order checks the System for available shares, then is 
sent to destinations on the System routing table and then is sent, as a 
MidPoint Match Order with a Time-in-Force of IOC, to EDGX. Under both 
IOCM and ICMT, if shares remain unexecuted after routing, they are 
posted to the EDGA Book, unless otherwise instructed by the User.
---------------------------------------------------------------------------

    \12\ See supra note 5.
    \13\ See Rule 11.6(q)(1).
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    On July 8, 2015, EDGX filed a proposed rule change with the 
Commission for immediate effectiveness to, among other things, replace 
the MidPoint Match Order with the MidPoint Peg Order.\14\ Therefore, 
the Exchange proposes to update the description of the IOCM and ICMT 
routing options to replace references to the MidPoint Match Order with 
the MidPoint Peg Order.
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    \14\ See supra note 5.
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Implementation Date
    The Exchange intends to implement the proposed changes to the 
descriptions of the IOCM and ICMT routing option immediately.\15\ The 
Exchange will alert Users via a Trading Notice of the date upon which 
it will discontinue the ROOC routing option.
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    \15\ Implementation of the proposed rule change immediately upon 
filing is contingent upon the Commission granting a waiver of the 
30-day operative delay. 17 CFR 240.19b-4(f)(6)(iii).
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2. Statutory Basis
    The Exchange believes that its proposal is consistent with Section 
6(b) of the Act \16\ in general, and furthers the objectives of Section 
6(b)(5) of the Act \17\ in particular, in that it is designed to 
promote just and equitable principles of trade, to foster cooperation 
and coordination with persons engaged in 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.
---------------------------------------------------------------------------

    \16\ 15 U.S.C. 78f(b).
    \17\ 15 U.S.C. 78f(b)(5).
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    The Exchange does not believe that this proposal will permit unfair 
discrimination among customers, brokers, or dealers because the ROOC 
routing option will no longer be available and the updates to the IOCM 
and ICMT routing options would apply to all Users equally. The Exchange 
has few Users electing the ROOC routing option and has determined that 
the current demand does not warrant the infrastructure and ongoing 
maintenance expense required to support the product. Routing through 
the Exchange is voluntary and alternative routing options offered by 
the Exchange as well as other methods remain available to Users that 
wish to route orders to participate in the opening, re-opening, or 
closing process of the primary listing market.\18\ In addition, the 
ROOC routing option is not a core product offering by the Exchange, nor 
is the Exchange required by the Act to offer such a product. The 
proposed updates to routing options IOCM and ICMT are in response to a 
recent rule change by EDGX in which EDGX replaced the MidPoint Match 
Order with the MidPoint Peg Order.\19\ The proposal is intended to 
accurately describe how orders utilizing the IOCM or ICMT routing 
options are to be handled by the Exchange in light of the EDGX proposed 
rule change mentioned above. Therefore, the Exchange believes the 
proposed rule change would make its rules clearer and less confusing 
for investors; thereby removing impediments to and perfecting the 
mechanism of a free and open market and a national market system, and, 
in general, protecting investors and the public interest.
---------------------------------------------------------------------------

    \18\ See supra note 11 and accompanying text.
    \19\ See supra note 5.
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(B) Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposal will impose any 
burden on competition not necessary or appropriate in furtherance of 
the purposes of the Act. The proposed rule change is not designed to 
address any competitive issues but rather avoid investor confusion by 
eliminating the ROOC routing option that is to be discontinued by the 
Exchange as well as update the IOCM and ICMT routing options in 
response to a recent proposed rule change by EDGX.\20\
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    \20\ Id.

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[[Page 46365]]

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

    The Exchange has neither solicited nor received written 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, the proposed rule change has become effective 
pursuant to Section 19(b)(3)(A) of the Act and Rule 19b-4(f)(6) 
thereunder.\21\
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    \21\ In addition, Rule 19b-4(f)(6)(iii) requires the Exchange to 
give the Commission written notice of the Exchange's intent to file 
the proposed rule change, along with a brief description and text of 
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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    A proposed rule change filed pursuant to Rule 19b-44(f)(6) under 
the Act normally does not become operative for 30 days after the date 
of its filing. However, Rule 19b-44(f)(6)(iii) permits the Commission 
to designate a shorter time if such action is consistent with the 
protection of investors and the public interest. The Exchange has asked 
the Commission to waive the 30-day operative delay so that the proposal 
may become operative immediately upon filing. Waiver of the 30-day 
operative delay would allow the Exchange to modify its rules in a 
timely manner by: (i) Eliminating a rule that accounts for a service 
the Exchange intends to discontinue; and (ii) updating its rules to 
accurately describe how orders utilizing those routing options function 
in light of the recent proposed rule change by EDGX, thereby avoiding 
potential investor confusion during the operative delay period. Based 
on the foregoing, the Commission believes the waiver of the operative 
delay is consistent with the protection of investors and the public 
interest.\22\ The Commission hereby grants the waiver and designates 
the proposal operative upon filing.
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    \22\ For purposes only of waiving the 30-day operative delay, 
the Commission has also considered the proposed rule's impact on 
efficiency, competition, and capital formation. See 15 U.S.C. 
78c(f).
---------------------------------------------------------------------------

    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 to 
determine whether the proposed rule should be approved or disapproved.

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 [email protected]. Please include 
File Number SR-EDGA-2015-28 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 SR-EDGA-2015-28. 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 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, on official business days between the hours of 
10:00 a.m. and 3:00 p.m. Copies of the filing will also 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-EDGA-2015-28 and should be 
submitted on or before August 25, 2015.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\23\
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    \23\ 17 CFR 200.30-3(a)(12).
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Robert W. Errett,
Deputy Secretary.
[FR Doc. 2015-19015 Filed 8-3-15; 8:45 am]
BILLING CODE 8011-01-P



                                                                            Federal Register / Vol. 80, No. 149 / Tuesday, August 4, 2015 / Notices                                                     46363

                                              Office of Management and Budget                           Written comments are invited on: (a)                  by the Exchange. The Exchange has
                                              (‘‘OMB’’) for extension and approval.                   Whether the proposed collection of                      designated this proposal as a ‘‘non-
                                                 Rule 17Ad–4(b) & (c) (17 CFR                         information is necessary for the proper                 controversial’’ proposed rule change
                                              240.17Ad–4) is used to document when                    performance of the functions of the                     pursuant to Section 19(b)(3)(A) of the
                                              transfer agents are exempt, or no longer                Commission, including whether the                       Act 3 and Rule 19b–4(f)(6)(iii)
                                              exempt, from the minimum                                information shall have practical utility;               thereunder,4 which renders it effective
                                              performance standards and certain                       (b) the accuracy of the Commission’s                    upon filing with the Commission. The
                                              recordkeeping provisions of the                         estimates of the burden of the proposed                 Commission is publishing this notice to
                                              Commission’s transfer agent rules.                      collection of information; (c) ways to                  solicit comments on the proposed rule
                                              Pursuant to Rule 17Ad–4(b), if the                      enhance the quality, utility, and clarity               change from interested persons.
                                              Commission or the Office of the                         of the information on respondents; and
                                                                                                                                                              I. Self-Regulatory Organization’s
                                              Comptroller of the Currency (‘‘OCC’’) is                (d) ways to minimize the burden of the
                                                                                                                                                              Statement of the Terms of Substance of
                                              the appropriate regulatory authority                    collection of information on
                                                                                                                                                              the Proposed Rule Change
                                              (‘‘ARA’’) for an exempt transfer agent,                 respondents, including through the use
                                              that transfer agent is required to prepare              of automated collection techniques or                      The Exchange filed a proposal to
                                              and maintain in its possession a notice                 other forms of information technology.                  amend Rule 11.11, Routing to Away
                                              certifying that it is exempt from certain               Consideration will be given to                          Trading Centers, to: (i) Delete references
                                              performance standards and                               comments and suggestions submitted in                   to the ROOC routing option; and (ii)
                                              recordkeeping and record retention                      writing within 60 days of this                          update routing options IOCM and ICMT
                                              provisions of the Commission’s transfer                 publication.                                            to reflect a recent proposed rule change
                                              agent rules. This notice need not be                      The Commission may not conduct or                     by EDGX Exchange, Inc. (‘‘EDGX’’) in
                                              filed with the Commission or OCC. If                    sponsor a collection of information                     which EDGX replaced the MidPoint
                                              the Board of Governors of the Federal                   unless it displays a currently valid                    Match Order with the MidPoint Peg
                                              Reserve System (‘‘Fed’’) or the Federal                 control number. No person shall be                      Order.5
                                              Deposit Insurance Corporation (‘‘FDIC’’)                subject to any penalty for failing to                      The text of the proposed rule change
                                              is the transfer agent’s ARA, that transfer              comply with a collection of information                 is available at the Exchange’s Web site
                                              agent must prepare a notice and file it                 subject to the PRA that does not display                at www.batstrading.com, at the
                                              with the Fed or FDIC.                                   a valid Office of Management and                        principal office of the Exchange, and at
                                                 Rule 17Ad–4(c) sets forth the                        Budget control number.                                  the Commission’s Public Reference
                                              conditions under which a registered                       Please direct your written comments                   Room.
                                              transfer agent loses its exempt status.                 to: Pamela Dyson, Director/Chief
                                                                                                      Information Officer, Securities and                     II. Self-Regulatory Organization’s
                                              Once the conditions for exemption no
                                                                                                      Exchange Commission, c/o Remi Pavlik-                   Statement of the Purpose of, and
                                              longer exist, the transfer agent, to keep
                                                                                                      Simon, 100 F Street NE., Washington,                    Statutory Basis for, the Proposed Rule
                                              the appropriate regulatory authority
                                                                                                      DC 20549, or send an email to: PRA_                     Change
                                              (‘‘ARA’’) apprised of its current status,
                                              must prepare, and file if the ARA for the               Mailbox@sec.gov.                                          In its filing with the Commission, the
                                              transfer agent is the Board of Governors                  Dated: July 28, 2015.                                 Exchange included statements
                                              of the Federal Reserve System                           Robert W. Errett,                                       concerning the purpose of and basis for
                                              (‘‘BGFRS’’) or the Federal Deposit                      Deputy Secretary.                                       the proposed rule change and discussed
                                              Insurance Corporation (‘‘FDIC’’), a                                                                             any comments it received on the
                                                                                                      [FR Doc. 2015–19013 Filed 8–3–15; 8:45 am]
                                              notice of loss of exempt status under                                                                           proposed rule change. The text of these
                                                                                                      BILLING CODE 8011–01–P
                                              paragraph (c). The transfer agent then                                                                          statements may be examined at the
                                              cannot claim exempt status under Rule                                                                           places specified in Item IV below. The
                                              17Ad–4(b) again until it remains subject                SECURITIES AND EXCHANGE                                 Exchange has prepared summaries, set
                                              to the minimum performance standards                    COMMISSION                                              forth in Sections A, B, and C below, of
                                              for non-exempt transfer agents for six                                                                          the most significant parts of such
                                              consecutive months.                                     [Release No. 34–75550; File No. SR–EDGA–                statements.
                                                 ARAs use the information contained                   2015–28]
                                                                                                                                                              (A) Self-Regulatory Organization’s
                                              in the notices required by Rules 17Ad–
                                                                                                      Self-Regulatory Organizations; EDGA                     Statement of the Purpose of, and
                                              4(b) and 17Ad–4(c) to determine
                                                                                                      Exchange, Inc.; Notice of Filing and                    Statutory Basis for, the Proposed Rule
                                              whether a registered transfer agent
                                                                                                      Immediate Effectiveness of a Proposed                   Change
                                              qualifies for the exemption, to
                                                                                                      Rule Change to Rule 11.11, Routing to                   1. Purpose
                                              determine when a registered transfer
                                                                                                      Away Trading Centers
                                              agent no longer qualifies for the
                                                                                                                                                                The Exchange proposes to amend
                                              exemption, and to determine the extent                  July 29, 2015.                                          Rule 11.11, Routing to Away Trading
                                              to which that transfer agent is subject to                 Pursuant to Section 19(b)(1) of the                  Centers, to: (i) Delete references to the
                                              regulation.                                             Securities Exchange Act of 1934 (the                    ROOC routing option; and (ii) update
                                                 The Commission estimates that                        ‘‘Act’’),1 and Rule 19b–4 thereunder,2                  routing options IOCM and ICMT to
                                              approximately 10 registered transfer                    notice is hereby given that on July 21,                 reflect a recent proposed rule change by
                                              agents each year prepare or file notices                2015, EDGA Exchange, Inc. (the                          EDGX in which EDGX replaced the
                                              in compliance with Rules 17Ad–4(b)                      ‘‘Exchange’’ or ‘‘EDGA’’) filed with the                MidPoint Match Order with the
tkelley on DSK3SPTVN1PROD with NOTICES




                                              and 17Ad–4(c). The Commission                           Securities and Exchange Commission                      MidPoint Peg Order.6
                                              estimates that each such registered                     (‘‘Commission’’) the proposed rule
                                              transfer agent spends approximately 1.5                 change as described in Items I and II                     3 15  U.S.C. 78s(b)(3)(A).
                                              hours to prepare or file such notices for               below, which Items have been prepared                     4 17  CFR 240.19b–4(f)(6)(iii).
                                              an aggregate total annual burden of 15                                                                             5 See Securities Exchange Act Release No. 75479
                                              hours (1.5 hours times 10 transfer                        1 15   U.S.C. 78s(b)(1).                              (July 17, 2015) (SR–EDGX–2015–33).
                                              agents).                                                  2 17   CFR 240.19b–4.                                    6 See supra note 5.




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                                              46364                           Federal Register / Vol. 80, No. 149 / Tuesday, August 4, 2015 / Notices

                                              ROOC Routing Option                                       IOCM and ICMT Routing Options                        mechanism of a free and open market
                                                 Under Rule 11.11(g)(8), an order                         The Exchange also proposes to amend                and a national market system and, in
                                              utilizing the ROOC routing option is                      Rules 11.11(g)(11) and (12) to update                general, to protect investors and the
                                              designated by the User 7 to participate in                routing options IOCM and ICMT to                     public interest.
                                              the opening, re-opening (following a                      reflect a recent rule change by EDGX in                 The Exchange does not believe that
                                              halt, suspension, or pause), or closing                   which EDGX replaced the MidPoint                     this proposal will permit unfair
                                              process of a primary listing market                       Match Order with the MidPoint Peg                    discrimination among customers,
                                              (BATS, NYSE, Nasdaq, NYSE MKT, or                         Order.12 Rule 11.11(g)(11) describes                 brokers, or dealers because the ROOC
                                              NYSE Arca) if received before the                         IOCM as a routing option under which                 routing option will no longer be
                                              opening/re-opening/closing time of such                   an order checks the System for available             available and the updates to the IOCM
                                              market. If shares remain unexecuted                       shares and then is sent, as a MidPoint               and ICMT routing options would apply
                                              after attempting to execute in the                        Match Order with a Time-in-Force of                  to all Users equally. The Exchange has
                                              opening, re-opening, or closing process,                  IOC,13 to EDGX. Similarly, Rule                      few Users electing the ROOC routing
                                              they are either posted to the EDGA                        11.11(g)(12) describes ICMT as a routing             option and has determined that the
                                              Book,8 executed, or routed to                             option under which an order checks the               current demand does not warrant the
                                              destinations on the System 9 routing                      System for available shares, then is sent            infrastructure and ongoing maintenance
                                              table.10                                                  to destinations on the System routing                expense required to support the
                                                 Because few Users elect the ROOC                       table and then is sent, as a MidPoint                product. Routing through the Exchange
                                              routing option, the Exchange has                          Match Order with a Time-in-Force of                  is voluntary and alternative routing
                                              determined that the current demand                        IOC, to EDGX. Under both IOCM and                    options offered by the Exchange as well
                                              does not warrant the infrastructure and                   ICMT, if shares remain unexecuted after              as other methods remain available to
                                              ongoing maintenance expenses required                     routing, they are posted to the EDGA                 Users that wish to route orders to
                                              to support the product. Therefore, the                    Book, unless otherwise instructed by the             participate in the opening, re-opening,
                                              Exchange proposes to delete the ROOC                      User.                                                or closing process of the primary listing
                                              routing option under Rule 11.11(g)(8) as                    On July 8, 2015, EDGX filed a                      market.18 In addition, the ROOC routing
                                              well as a reference to the ROOC routing                   proposed rule change with the                        option is not a core product offering by
                                              option under Rule 11.11(g)(16). Users                     Commission for immediate effectiveness               the Exchange, nor is the Exchange
                                              seeking to route orders to participate in                 to, among other things, replace the                  required by the Act to offer such a
                                              the opening, re-opening, or closing                       MidPoint Match Order with the                        product. The proposed updates to
                                              process of a primary listing market may                   MidPoint Peg Order.14 Therefore, the                 routing options IOCM and ICMT are in
                                              use alternative methods, such as                          Exchange proposes to update the                      response to a recent rule change by
                                              connecting to those markets directly or                   description of the IOCM and ICMT                     EDGX in which EDGX replaced the
                                              through a third party service provider,                   routing options to replace references to             MidPoint Match Order with the
                                              or electing another routing option                        the MidPoint Match Order with the                    MidPoint Peg Order.19 The proposal is
                                              offered by the Exchange that enables a                    MidPoint Peg Order.                                  intended to accurately describe how
                                              User to post an order to certain primary                                                                       orders utilizing the IOCM or ICMT
                                              listing markets.11                                        Implementation Date                                  routing options are to be handled by the
                                                                                                          The Exchange intends to implement                  Exchange in light of the EDGX proposed
                                                7 The   term ‘‘User’’ is defined as ‘‘any Member or     the proposed changes to the                          rule change mentioned above.
                                              Sponsored Participant who is authorized to obtain
                                              access to the System pursuant to Rule 11.3.’’ See
                                                                                                        descriptions of the IOCM and ICMT                    Therefore, the Exchange believes the
                                              Exchange Rule 1.5(ee).                                    routing option immediately.15 The                    proposed rule change would make its
                                                 8 The term ‘‘EDGA Book is defined as ‘‘the             Exchange will alert Users via a Trading              rules clearer and less confusing for
                                              System’s electronic file of orders.’’ Rule 1.5(d).        Notice of the date upon which it will                investors; thereby removing
                                                 9 The term ‘‘System’’ is defined as ‘‘the electronic
                                                                                                        discontinue the ROOC routing option.                 impediments to and perfecting the
                                              communications and trading facility designated by
                                                                                                                                                             mechanism of a free and open market
                                              the Board through which securities orders of Users        2. Statutory Basis
                                              are consolidated for ranking, execution and, when                                                              and a national market system, and, in
                                              applicable, routing away.’’ Rule 1.5(cc).                    The Exchange believes that its                    general, protecting investors and the
                                                 10 The term ‘‘System routing table’’ refers to the     proposal is consistent with Section 6(b)             public interest.
                                              proprietary process for determining the specific          of the Act 16 in general, and furthers the
                                              trading venues to which the System routes orders
                                                                                                        objectives of Section 6(b)(5) of the Act 17          (B) Self-Regulatory Organization’s
                                              and the order in which it routes them. Rule                                                                    Statement on Burden on Competition
                                              11.11(g). Orders in BATS listed securities                in particular, in that it is designed to
                                              designated for participation in the re-opening            promote just and equitable principles of               The Exchange does not believe that
                                              process on BATS following a halt, suspension, or          trade, to foster cooperation and
                                              pause remain on the EDGA Book and be eligible for
                                                                                                                                                             the proposal will impose any burden on
                                              execution once the halt, suspension, or pause has
                                                                                                        coordination with persons engaged in                 competition not necessary or
                                              been lifted. Rule 11.11(g)(8).                            facilitating transactions in securities, to          appropriate in furtherance of the
                                                 11 See e.g., Rule 11.11(g)(4) (describing the INET     remove impediments to and perfect the                purposes of the Act. The proposed rule
                                              routing option under which an order checks the                                                                 change is not designed to address any
                                              System for available shares and then is sent to           be re-routed by the NYSE. If shares remain
                                              Nasdaq. If shares remain unexecuted after routing,                                                             competitive issues but rather avoid
                                                                                                        unexecuted after routing, they are posted on the
                                              they are posted on the Nasdaq book, unless                NYSE book, unless otherwise instructed by the        investor confusion by eliminating the
                                              otherwise instructed by the User), Rule 11.11(g)(5)       User).                                               ROOC routing option that is to be
                                              (describing the RDOT routing option under which             12 See supra note 5.                               discontinued by the Exchange as well as
                                              an order checks the System for available shares and
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                                              then is sent to destinations on the System routing
                                                                                                          13 See Rule 11.6(q)(1).
                                                                                                                                                             update the IOCM and ICMT routing
                                                                                                          14 See supra note 5.
                                              table. If shares remain unexecuted after routing,                                                              options in response to a recent proposed
                                                                                                          15 Implementation of the proposed rule change
                                              they are sent to the NYSE and can be re-routed by                                                              rule change by EDGX.20
                                              the NYSE. Any remainder will be posted to the             immediately upon filing is contingent upon the
                                              NYSE, unless otherwise instructed by the User),           Commission granting a waiver of the 30-day
                                              and Rule 11.11(g)(6) (describing the RDOX routing         operative delay. 17 CFR 240.19b–4(f)(6)(iii).          18 See   supra note 11 and accompanying text.
                                                                                                          16 15 U.S.C. 78f(b).                                 19 See   supra note 5.
                                              option under which an order checks the System for
                                              available shares, is then sent to the NYSE and can          17 15 U.S.C. 78f(b)(5).                              20 Id.




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                                                                            Federal Register / Vol. 80, No. 149 / Tuesday, August 4, 2015 / Notices                                                 46365

                                              (C) Self-Regulatory Organization’s                      Commission summarily may                              available publicly. All submissions
                                              Statement on Comments on the                            temporarily suspend such rule change if               should refer to File Number SR–EDGA–
                                              Proposed Rule Change Received From                      it appears to the Commission that such                2015–28 and should be submitted on or
                                              Members, Participants or Others                         action is necessary or appropriate in the             before August 25, 2015.
                                                The Exchange has neither solicited                    public interest, for the protection of                  For the Commission, by the Division of
                                              nor received written comments on the                    investors, or otherwise in furtherance of             Trading and Markets, pursuant to delegated
                                              proposed rule change.                                   the purposes of the Act. If the                       authority.23
                                                                                                      Commission takes such action, the                     Robert W. Errett,
                                              III. Date of Effectiveness of the                       Commission shall institute proceedings                Deputy Secretary.
                                              Proposed Rule Change and Timing for                     to determine whether the proposed rule                [FR Doc. 2015–19015 Filed 8–3–15; 8:45 am]
                                              Commission Action                                       should be approved or disapproved.
                                                                                                                                                            BILLING CODE 8011–01–P
                                                 Because the proposed rule change                     IV. Solicitation of Comments
                                              does not (i) significantly affect the
                                              protection of investors or the public                     Interested persons are invited to
                                                                                                                                                            SECURITIES AND EXCHANGE
                                              interest; (ii) impose any significant                   submit written data, views, and
                                                                                                                                                            COMMISSION
                                              burden on competition; and (iii) become                 arguments concerning the foregoing,
                                              operative for 30 days from the date on                  including whether the proposed rule                   [Investment Company Act Release No.
                                                                                                      change is consistent with the Act.                    31728; 812–14337]
                                              which it was filed, or such shorter time
                                              as the Commission may designate, the                    Comments may be submitted by any of
                                                                                                      the following methods:                                AMG Pantheon Private Equity Fund,
                                              proposed rule change has become                                                                               LLC, et al.; Notice of Application
                                              effective pursuant to Section 19(b)(3)(A)               Electronic Comments
                                              of the Act and Rule 19b–4(f)(6)                                                                               July 29, 2015.
                                                                                                        • Use the Commission’s Internet
                                              thereunder.21                                                                                                 AGENCY:  Securities and Exchange
                                                 A proposed rule change filed                         comment form (http://www.sec.gov/
                                                                                                                                                            Commission (‘‘Commission’’).
                                              pursuant to Rule 19b–44(f)(6) under the                 rules/sro.shtml); or
                                                                                                        • Send an email to rule-comments@                   ACTION: Notice of an application under
                                              Act normally does not become operative                                                                        section 6(c) of the Investment Company
                                                                                                      sec.gov. Please include File Number SR–
                                              for 30 days after the date of its filing.                                                                     Act of 1940 (the ‘‘Act’’) for an
                                                                                                      EDGA–2015–28 on the subject line.
                                              However, Rule 19b–44(f)(6)(iii) permits                                                                       exemption from sections 18(c) and 18(i)
                                              the Commission to designate a shorter                   Paper Comments                                        of the Act and for an order pursuant to
                                              time if such action is consistent with the                 • Send paper comments in triplicate                section 17(d) of the Act and rule 17d–
                                              protection of investors and the public                  to Brent J. Fields, Secretary, Securities             1 under the Act.
                                              interest. The Exchange has asked the                    and Exchange Commission, 100 F Street
                                              Commission to waive the 30-day                          NE., Washington, DC 20549–1090.                       SUMMARY OF APPLICATION:     Applicants
                                              operative delay so that the proposal may                All submissions should refer to File                  request an order to permit certain
                                              become operative immediately upon                       Number SR–EDGA–2015–28. This file                     registered closed-end management
                                              filing. Waiver of the 30-day operative                  number should be included on the                      investment companies to issue multiple
                                              delay would allow the Exchange to                       subject line if email is used. To help the            classes of units of beneficial interest
                                              modify its rules in a timely manner by:                 Commission process and review your                    (‘‘Units’’) with varying sales loads and
                                              (i) Eliminating a rule that accounts for                comments more efficiently, please use                 to impose asset-based distribution and/
                                              a service the Exchange intends to                       only one method. The Commission will                  or service fees, and contingent deferred
                                              discontinue; and (ii) updating its rules                post all comments on the Commission’s                 sales loads (‘‘CDSCs’’).
                                              to accurately describe how orders                       Internet Web site (http://www.sec.gov/                APPLICANTS: AMG Pantheon Private
                                              utilizing those routing options function                rules/sro.shtml). Copies of the                       Equity Fund, LLC (the ‘‘Feeder Fund’’),
                                              in light of the recent proposed rule                    submission, all subsequent                            AMG Pantheon Private Equity Master
                                              change by EDGX, thereby avoiding                        amendments, all written statements                    Fund, LLC (the ‘‘Master Fund’’),
                                              potential investor confusion during the                 with respect to the proposed rule                     Pantheon Ventures (US) LP (the
                                              operative delay period. Based on the                    change that are filed with the                        ‘‘Adviser’’) and AMG Distributors, Inc.
                                              foregoing, the Commission believes the                  Commission, and all written                           (the ‘‘Placement Agent’’).
                                              waiver of the operative delay is                        communications relating to the                        FILING DATES: The application was filed
                                              consistent with the protection of                       proposed rule change between the                      on July 25, 2014, and amended on
                                              investors and the public interest.22 The                Commission and any person, other than                 December 30, 2014 and May 13, 2015.
                                              Commission hereby grants the waiver                     those that may be withheld from the                   HEARING OR NOTIFICATION OF HEARING:
                                              and designates the proposal operative                   public in accordance with the                         An order granting the requested relief
                                              upon filing.                                            provisions of 5 U.S.C. 552, will be                   will be issued unless the Commission
                                                 At any time within 60 days of the                    available for Web site viewing and                    orders a hearing. Interested persons may
                                              filing of the proposed rule change, the                 printing in the Commission’s Public                   request a hearing by writing to the
                                                 21 In addition, Rule 19b–4(f)(6)(iii) requires the
                                                                                                      Reference Room, 100 F Street NE.,                     Commission’s Secretary and serving
                                              Exchange to give the Commission written notice of       Washington, DC 20549, on official                     applicants with a copy of the request,
                                              the Exchange’s intent to file the proposed rule         business days between the hours of                    personally or by mail. Hearing requests
                                              change, along with a brief description and text of      10:00 a.m. and 3:00 p.m. Copies of the                should be received by the Commission
                                              the proposed rule change, at least five business days   filing will also be available for
                                              prior to the date of filing of the proposed rule
                                                                                                                                                            by 5:30 p.m. on August 21, 2015, and
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                                              change, or such shorter time as designated by the       inspection and copying at the principal               should be accompanied by proof of
                                              Commission. The Exchange has satisfied this             office of the Exchange. All comments                  service on the applicants, in the form of
                                              requirement.                                            received will be posted without change;               an affidavit, or, for lawyers, a certificate
                                                 22 For purposes only of waiving the 30-day
                                                                                                      the Commission does not edit personal                 of service. Pursuant to rule 0–5 under
                                              operative delay, the Commission has also
                                              considered the proposed rule’s impact on
                                                                                                      identifying information from                          the Act, hearing requests should state
                                              efficiency, competition, and capital formation. See     submissions. You should submit only
                                              15 U.S.C. 78c(f).                                       information that you wish to make                       23 17   CFR 200.30–3(a)(12).



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Document Created: 2015-12-18 14:51:30
Document Modified: 2015-12-18 14:51:30
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 46363 

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