80_FR_62784 80 FR 62584 - Self-Regulatory Organizations; New York Stock Exchange LLC; Order Approving Proposed Rule Change, Amending Section 907.00 of the Listed Company Manual (the “Manual”) To (i) Amend the Suite of Complimentary Products and Services That Are Offered to Certain Current and Newly Listed Companies, (ii) Update the Value of Complimentary Products and Services Offered to Listed Companies, and (iii) Provide That Complimentary Products and Services Would Also Be Offered to Companies That Transfer Their Listing to the Exchange From Another National Securities Exchange

80 FR 62584 - Self-Regulatory Organizations; New York Stock Exchange LLC; Order Approving Proposed Rule Change, Amending Section 907.00 of the Listed Company Manual (the “Manual”) To (i) Amend the Suite of Complimentary Products and Services That Are Offered to Certain Current and Newly Listed Companies, (ii) Update the Value of Complimentary Products and Services Offered to Listed Companies, and (iii) Provide That Complimentary Products and Services Would Also Be Offered to Companies That Transfer Their Listing to the Exchange From Another National Securities Exchange

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 80, Issue 200 (October 16, 2015)

Page Range62584-62588
FR Document2015-26336

Federal Register, Volume 80 Issue 200 (Friday, October 16, 2015) 
[Federal Register Volume 80, Number 200 (Friday, October 16, 2015)]
[Notices]
[Pages 62584-62588]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2015-26336]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-76127; File No. SR-NYSE-2015-36]


Self-Regulatory Organizations; New York Stock Exchange LLC; Order 
Approving Proposed Rule Change, Amending Section 907.00 of the Listed 
Company Manual (the ``Manual'') To (i) Amend the Suite of Complimentary 
Products and Services That Are Offered to Certain Current and Newly 
Listed Companies, (ii) Update the Value of Complimentary Products and 
Services Offered to Listed Companies, and (iii) Provide That 
Complimentary Products and Services Would Also Be Offered to Companies 
That Transfer Their Listing to the Exchange From Another National 
Securities Exchange

October 9, 2015.

I. Introduction

    On August 11, 2015, New York Stock Exchange LLC (``NYSE'' or 
``Exchange'') filed with the Securities and Exchange Commission 
(``Commission'') pursuant to Section 19(b)(1) of the Securities 
Exchange Act of 1934 (``Act'') \1\ and Rule 19b-4 thereunder,\2\ a 
proposed rule change to amend section 907.00 of the listed company 
manual (``Manual'') to amend the suite of complimentary products and 
services that are offered to certain current and newly listed companies 
and update the value of complimentary products and services offered to 
listed companies. In addition, the proposal would separate companies 
that transfer their listing to the Exchange from another national 
securities exchange to a new category and expand the complimentary 
products and services offered to such transfer companies. The proposed 
rule change was published for comment in the Federal Register on August 
25, 2015.\3\ No comment letters were received in response to the 
Notice. This order approves the proposed rule change.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 75740 (August 19, 
2015), 80 FR 51617 (``Notice'').
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II. Description of the Proposed Rule Change

    In December 2013, the Exchange adopted a rule to expand the suite 
of complimentary products and services that it offers to certain 
current and newly listed companies on the Exchange.\4\ Under this rule, 
certain

[[Page 62585]]

companies currently listed on the Exchange (``Eligible Current 
Listings'') are offered a suite of complimentary products and services 
that vary depending on the number of shares of common stock or other 
equity security that a company has outstanding. The Exchange presently 
offers a suite of complimentary products and services to (i) any U.S. 
company that lists common stock on the Exchange for the first time and 
any non-U.S. company that lists an equity security on the Exchange 
under Section 102.01 or 103.00 of the Manual for the first time, 
regardless of whether such U.S. or non-U.S. company conducts an 
offering and (ii) any U.S. or non-U.S. company emerging from a 
bankruptcy, spinoff (where a company lists new shares in the absence of 
a public offering), or carve-out (where a company carves out a business 
line or division, which then conducts a separate initial public 
offering) (collectively, ``Eligible New Listings''). Currently, 
companies that transfer their listing to the Exchange are offered 
complimentary products and services on the same terms as Eligible 
Current Listings.
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    \4\ See Securities Exchange Act Release No. 70971 (Dec. 3, 
2013), 78 FR 73905 (Dec. 9, 2013) (SR-NYSE-2013-68) (``December 2013 
Approval Order'').
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    The Exchange proposes to amend Section 907.00 of the Manual to (i) 
amend the suite of complimentary products and services that are offered 
to Eligible Current Listings and Eligible New Listings, (ii) update the 
value of complimentary products and services offered to such companies, 
and (iii) provide that any U.S. or non-U.S. company that transfers its 
listing of common stock or equity securities, respectively, to the 
Exchange from another national securities exchange (``Eligible Transfer 
Companies'') would be eligible to receive an enhanced package of 
complimentary products and services comparable to the package offered 
to Eligible New Listings, with the exception of corporate governance 
tools.\5\
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    \5\ Eligible transfers currently receive complimentary products 
and services, if eligible, under the ``currently listed issuers'' 
category.
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    The Exchange proposes to update the approximate commercial value of 
the following offerings to Eligible Current Listings, Eligible New 
Listings, and Eligible Transfer Companies: Market surveillance products 
and services from $45,000 to $55,000 per annum, corporate governance 
tools from $20,000 to $50,000 per annum, web-hosting products and 
services from a range of $12,000-16,000 to $16,000 per annum, market 
analytics products and services from $20,000 to $30,000 per annum, and 
news distribution products and services from $10,000 to $20,000 per 
annum. The Exchange also proposes to include web-casting services (with 
a commercial value of approximately $6,500 annually) as a separate 
category of complimentary products and services offered to certain 
issuers.\6\ In addition, the Exchange proposes to add whistleblower 
hotline services (with a commercial value of approximately $4,000 
annually) to the list of services that it offers to all listed 
companies for a period of 24 months. The whistleblower hotline services 
will replace data room services and virtual investor relation tools 
(with a commercial value of $15,000-$20,000) as complimentary products 
offered to all listed issuers.
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    \6\ The web-hosting product offered by the Exchange provides 
eligible issuers with a Web site containing business content that 
can be viewed by investors. Web-casting services enable companies to 
host interactive web-casts to communicate with investors. Eligible 
companies will receive four interactive web-casts each year.
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    Currently, all listed issuers receive some complimentary products 
and services through NYSE Market Access Center. The Exchange also 
offers Eligible Current Listings a suite of products and services, 
varying based on the number of shares such companies have issued and 
outstanding. Eligible Current Listings that have at least 270 million 
shares issued and outstanding (``Tier One Eligible Current Listing'') 
are presently offered (i) a choice of market surveillance, corporate 
governance tools and advisory services or market analytics products and 
services and (ii) web-hosting products and services, on a complimentary 
basis. Eligible Current Listings that have between 160 million and up 
to 270 million shares issued and outstanding (``Tier Two Eligible 
Current Listing'') are presently offered a choice of market analytics, 
corporate governance tools, or web-hosting products and services. The 
Exchange proposes to amend Section 907.00 to delete corporate 
governance tools and advisory services from the suite of products 
offered to a Tier One Eligible Current Listing and corporate governance 
tools from the suite of products offered to a Tier Two Eligible Current 
Listing. In both cases, the proposed rule replaces the deleted service 
with web-casting products and services.
    The Exchange currently offers Eligible New Listings different 
products and services based on such companies' global market value. 
Eligible New Listings with a global market value of $400 million or 
more (each a ``Tier A Eligible New Listing'') are presently offered 
web-hosting and news distribution products and services for a period of 
24 months and either (i) market surveillance products and services for 
a period of 12 calendar months from the date of listing or (ii) a 
choice of market analytics products and services or corporate 
governance tools for a period of 24 calendar months from the date of 
listing. Eligible New Listings with a global market value of less than 
$400 million (each a ``Tier B Eligible New Listing'') are presently 
offered web-hosting and news distribution products and services for a 
period of 24 months from the date of listing. The Exchange proposes to 
amend Section 907.00 to offer 24 months each of market analytics, 
market surveillance products, web-hosting, web-casting, corporate 
governance tools, and news distribution products and services to Tier A 
Eligible New Listings. Accordingly, the Exchange proposes to delete 
text from Section 907.00 that discusses providing market surveillance 
products and services for only 12 months, as well as the option for 
continuing such services at the end of the initial 12 month period. The 
proposed rule further amends Section 907.00 to offer 24 months of web-
casting, market analytics, and corporate governance tools to Tier B 
Eligible New Listings, in addition to the currently-offered web-hosting 
and news distribution products.
    Pursuant to the proposed rule change, Eligible Transfer Companies 
would be offered a package of complimentary products and services that 
are similar to Eligible New Listings, with one exception.\7\ The one 
difference between the packages is that the Exchange will not offer 
corporate governance tools to Eligible Transfer Companies, while 
Eligible New Listings will receive this service.
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    \7\ As noted above, the Exchange proposes to offer Eligible 
Transfer Companies a package of complimentary products and services 
comparable to the package that it offers to Eligible New Listings. 
Therefore, the Exchange proposes to utilize the same metric, i.e., 
global market value, to determine eligibility for each designation 
so as to avoid confusion. Currently, transfer companies may receive 
complimentary products and services if they qualify to be designated 
as an Eligible Current Listing, such designation being based on the 
number of outstanding shares of a company's equity securities. Under 
the proposed rule change, Eligible Transfer Companies with a global 
market value of $400 million or more will be eligible to receive a 
suite of complimentary products and services valued at $127,500 per 
year for two years and Eligible Transfer Companies with a global 
market value of less than $400 million will be eligible to receive a 
suite of complimentary products and services valued at $72,500 per 
year for two years.
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    Regarding the timing of complimentary products and services, the 
proposed rule amends Section 907.00 to specify that if an Eligible New 
Listing or Eligible Transfer Company

[[Page 62586]]

begins using a particular service within 30 days after the date of 
listing, the complimentary period begins on such date of first use. In 
all other instances, the complimentary period begins on the listing 
date.
    In addition to the foregoing, the Exchange proposes making several 
changes to its rule to reflect a change in terminology. The proposed 
rule change amends Section 907.00 to change the terms ``newly listed 
issuer'' and ``currently listed issuers'' to ``Eligible New Listing'' 
and ``Eligible Current Listings,'' respectively. The Exchange also 
proposes to amend Section 907.00 to include a definition of Eligible 
Transfer Companies.\8\ Accordingly, since Eligible Transfer Companies 
would be a separate category of issuer under the proposed rule, the 
Exchange stated in its filing that it does not believe there could be 
any inference that a transfer company would be included in the 
definition of an Eligible New Listing. Therefore, the Exchange proposes 
to delete the exception for companies that are transferring their 
listing from another national securities exchange from the current 
definition of newly listed issuers, which would be renamed Eligible New 
Listing under the proposed rule.
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    \8\ For purposes of this Section 907.00, the term ``Eligible 
Transfer Company'' means any U.S. or non-U.S. company that transfers 
its listing of common stock or equity securities, respectively, to 
the Exchange from another national securities exchange.
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    The Exchange also proposes to amend the first paragraph of Section 
907.00 of the Manual to specify that it will offer certain 
complimentary products and services, and access to discounted third-
party products and services through the NYSE Market Access Center to 
both currently and newly listed issuers, whereas previously it stated 
such services were only offered to currently listed issuers.
    While the Exchange will implement the proposed rule upon approval, 
any Eligible New Listing that listed on the Exchange prior to approval 
of the proposed rule will continue to receive services under the terms 
of the current rule. Therefore, for as long as any Eligible New Listing 
is receiving services under the terms of Section 907.00 of the Manual 
as currently in effect, the Exchange will maintain a link to such 
section in the Introductory Note to Section 907.00.
    With respect to Eligible Current Listings, to the extent that the 
Exchange has already paid a third-party provider (prior to approval) 
for corporate governance services to an Eligible Current Listing, such 
complimentary service will continue until the payments run out. Once 
any pre-approval payments run out, such services will be discontinued. 
The Exchange expects all corporate governance services to Eligible 
Current Listings to be completely discontinued no later than early 
2016.
    The specific products and services offered by the Exchange will be 
developed by the Exchange or by third-party vendors. In its filing, the 
Exchange represented that NYSE Governance Services \9\ will offer and 
develop the corporate governance tools, but will not provide any other 
service related to the proposed rule. NYSE Governance Services is an 
entity that is owned by the Exchange's parent company that provides 
corporate governance, risk and compliance services to its clients, 
including companies listed on the Exchange. According to the Exchange, 
companies that are offered these products are under no obligation to 
accept them and a company's listing on the Exchange is not conditioned 
upon acceptance of any product or service. Moreover, the Exchange 
represents that, from time to time, companies elect to purchase 
products and services from other vendors at their own expense rather 
than accepting comparable products and services offered by the 
Exchange.
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    \9\ In its filing, NYSE stated its belief that NYSE Governance 
Services is not a ``facility'' of the Exchange as defined in 15 
U.S.C. 78c(a)(2), and noted that its proposed rule change is being 
filed with the Commission under Section 19(b)(2) of the Act because 
it relates to services offered in connection with a listing on the 
Exchange. See Notice supra note 3. The Commission notes that the 
definition of a ``facility'' of an exchange is broad under the Act, 
and ``includes its premises, tangible or intangible property whether 
on the premises or not, any right to the use of such premises or 
property or any service thereof for the purpose of effecting or 
reporting a transaction on an exchange . . . and any right of the 
exchange to the use of any property or service.'' The Commission 
further notes that any determination as to whether a service or 
other product is a facility of an exchange requires an analysis of 
the particular facts and circumstances.
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III. Discussion and Commission Findings

    The Commission has carefully reviewed the proposed rule change and 
finds that it is consistent with the requirements of Section 6 of the 
Act.\10\ Specifically, the Commission finds that the proposal is 
consistent with Sections 6(b)(4) \11\ and (5) of the Act \12\ in 
particular, in that the proposed rule is designed to provide for the 
equitable allocation of reasonable dues, fees, and other charges among 
Exchange members, issuers, and other persons using the Exchange's 
facilities, and is not designed to permit unfair discrimination between 
customers, issuers, brokers or dealers. Moreover, the Commission 
believes that the proposed rule change is consistent with 6(b)(8) of 
the Act \13\ in that it does not impose any burden on competition not 
necessary or appropriate in furtherance of the purposes of the Act.
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    \10\ 15 U.S.C. 78f. In approving this proposed rule change, the 
Commission has considered the proposed rule's impact on efficiency, 
competition, and capital formation. See 15 U.S.C. 78c(f).
    \11\ 15 U.S.C. 78f(b)(4).
    \12\ 15 U.S.C. 78f(b)(4) and (5).
    \13\ 15 U.S.C. 78f(b)(8).
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    As described above, the Exchange proposes to alter the 
complimentary products and services it offers companies. Specifically, 
the Exchange proposes to (i) remove corporate governance tools and 
advisory services for Tier One companies, (ii) remove corporate 
governance tools for Tier Two companies, (iii) expand the services 
provided to Tier A Eligible New Listings to include all of the services 
listed, as described above, for a period of 24 months, not just provide 
a choice of services, (iv) expand the services provided to Tier B 
Eligible New Listings to include market analytics and corporate 
governance tools, (v) offer Eligible Transfer Companies the same 
products and services offered to Eligible New Listings, except for 
corporate governance tools,\14\ (vi) provide web-casting to Tier One, 
Tier Two, Tier A, and Tier B companies, and (vii) replace data room 
services and virtual investor relation tools available to all issuers 
annually with a whistleblower hotline for a period of 24 months.
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    \14\ Because the Exchange is proposing to offer Eligible 
Transfer Companies a package of complimentary benefits similar to 
the benefits offered to Eligible New Listings, the Exchange also 
proposes using the same metric, i.e., global market value, to 
determine eligibility for certain products and services.
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    The Commission believes that it is consistent with the Act for the 
Exchange to revise the products and services it offers to companies. 
The Exchange has represented that the corporate governance services are 
not as helpful to more established companies as they are to newly 
listed companies and that web-casting may be more useful to them.\15\ 
According to the Exchange, the corporate governance products currently 
offered to Eligible Current Listings are in low demand. The Exchange 
believes replacing such offerings with web-casting would be more 
beneficial to listed companies who utilize this service in connection 
with quarterly earnings releases. The Commission believes that, based 
on NYSE's representations, replacing a little-

[[Page 62587]]

utilized service by companies already listed with one that could help 
companies communicate better with shareholders is reasonable and 
consistent with Section 6(b)(5) of the Act.
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    \15\ See Notice, supra note 3.
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    In addition, the Exchange believes that it is appropriate to expand 
the suite of complimentary products and services it offers to Tier A 
and Tier B Eligible New Listings, because such companies are listing on 
the Exchange for the first time and frequently have greater needs with 
respect to developing their corporate governance and shareholder 
outreach capabilities.\16\ Moreover, the Exchange has represented that 
it faces competition in the market for listing services.\17\ As part of 
this competition, the Exchange seeks to entice Nasdaq-listed companies 
to transfer their listing to the Exchange. The Exchange competes in 
part by improving the quality of the services that it offers to listed 
companies. NYSE believes that offering transfers from Nasdaq a similar 
package to that currently offered to NYSE listed companies transferring 
to Nasdaq, as well as new listings on Nasdaq, should enhance its 
ability to compete for listings. According to the Exchange, by offering 
products and services on a complimentary basis and ensuring that it is 
offering the services most valued by its listed issuers, it improves 
the quality of the services that listed companies receive.\18\ 
Accordingly, the Commission believes that the proposed rule reflects 
the current competitive environment for exchange listings among 
national securities exchanges, and is appropriate and consistent with 
Section 6(b)(8) of the Act.\19\ Further, by extending the provision of 
certain complementary services (as listed above) to Tier A and Tier B 
Eligible New Listings to 24 months and by entitling Eligible Transfer 
Companies to receive these products and services, other than corporate 
governance tools, on similar terms as Eligible New Listings, the 
proposed change enables the Exchange to better compete for new 
listings.
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    \16\ See id.
    \17\ See id.
    \18\ See id.
    \19\ 15 U.S.C. 78f(b)(8).
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    Moreover, the Commission believes that it is appropriate for the 
Exchange to offer varying services to different categories of issuers. 
The Commission has previously found that the tiers originally 
established under the corporate products and services rule was 
consistent with the Act.\20\ The Commission further found that the 
changes approved in the December 2013 Approval Order expanding the 
complimentary products and services offered to some tiers but not 
others was also justified, in part, based on the different-sized 
companies within each tier and the amount of services they needed.\21\ 
According to the Exchange, the current proposal to expand the products 
and services available to Tier A and Tier B Eligible New Listings 
should ease the transition of companies becoming public for the first 
time.\22\ In addition, as stated by the Exchange, it competes with 
Nasdaq for listings and further, that Nasdaq offers similar products 
and services to new listings, including transfers.\23\
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    \20\ See Securities Exchange Act Release No. 65127 (Aug. 12, 
2011), 76 FR 51449 (Aug. 18, 2011) (SR-NYSE-2011-20) (``Approval 
Order''). In particular, the Approval Order states that while not 
all issuers receive the same level of services, NYSE has stated that 
trading volume and market activity are related to the level of 
services that the listed companies would use in the absence of 
complimentary arrangements. The Commission found, among other 
things, that ``. . . the products and services and their commercial 
value are equitably allocated among issuers consistent with Section 
6(b)(4) of the Act, and the rule does not unfairly discriminate 
between issuers consistent with Section 6(b)(5) of the Act.'' See 
Approval Order, 76 FR at 51452.
    \21\ See December 2013 Approval Order, supra note 4.
    \22\ See Notice, supra note 3.
    \23\ See id.
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    As noted above, under the proposal, while newly listed companies 
and transfers will receive similar services there is one exception 
involving corporate governance tools (valued at $50,000) which newly 
listed companies will receive but not transfers. NYSE argues that this 
approach is consistent with the changes being proposed for currently 
listed companies in that in the Exchange's experience these tools are 
not as useful for already established companies and as a result are in 
low demand by such listed companies. Based on these representations, 
the Commission does not believe that the exception for transfers 
violates the unfair discrimination standard under Section 6(b)(5) of 
the Act and appears to provide equal treatment among established 
companies, whether currently listed or transferring. The Commission 
notes that all listed companies will continue to receive some level of 
free services, including the addition of the whistleblower hotline 
services being approved in this order. The Commission also notes that 
within each tier all issuers receive the exact same package of 
services. The approval of this proposal, including the updated dollar 
values and specific services provided within each tier, will therefore 
help to ensure that individual listed companies are not given specially 
negotiated packages of products and services to list or remain listed 
which would raise unfair discrimination issues under the Act. The 
Commission also believes that it is reasonable, and in fact required by 
Section 19(b) of the Act, that the Exchange amend its rule to update 
the commercial values of the products it offers to Eligible Current 
Listings, Eligible Transfer Companies, and Eligible New Listings.\24\ 
This provides greater transparency to Exchange's rules and the fees, 
and the value of free products and services, applicable to listed 
companies.
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    \24\ We would expect the Exchange, consistent with Section 19(b) 
of the Act, to periodically update the value of products and 
services offered should they change. This would help to provide 
transparency to listed companies on the value of the free services 
they receive and the actual costs associated with listing on the 
Exchange.
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    The Commission also believes that it is consistent with the Act for 
the Exchange to allow the complimentary period for a particular service 
offered to Eligible New Listings and Eligible Transfer Companies to 
begin on the date of first use if a company begins to use the service 
within 30 days after the date of listing. According to the Exchange, 
companies listing on the Exchange for the first time often require a 
period of time after listing to complete the contracting and training 
process with vendors providing the complimentary products and 
services.\25\ Therefore, many companies are not able to begin using the 
suite of products offered to them immediately on the date of 
listing.\26\ The Commission notes that this proposed change is 
substantially similar to Nasdaq Rule IM-5900-7, which also allows a 
company to begin using services within 30 days of listing.\27\ As noted 
in the Nasdaq Order, the Commission believes that this change would 
provide only a short window of additional time to allow companies to 
finalize their contracts for the complimentary products and services, 
and that this additional time would only be available to companies that 
have already determined to list on the Exchange.\28\
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    \25\ See Notice, supra note 3.
    \26\ See id.
    \27\ See Securities Exchange Act Release No. 72669 (July 24, 
2014), 79 FR 44234 (July 30, 2014) (approving Nasdaq-2014-058) 
(``Nasdaq Order'').
    \28\ The Commission expects the Exchange to track the start (and 
end) date of each free service.
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    Based on the factors noted above, the Commission continues to 
believe that NYSE's products and services, and their commercial value, 
are equitably allocated among issuers, consistent with Section 6(b)(4) 
of the Act.\29\ The

[[Page 62588]]

Commission also continues to believe that the rule does not unfairly 
discriminate between issuers, consistent with Section 6(b)(5) of the 
Act.\30\ Finally, the Commission believes that the proposal does not 
impose any burden on competition not necessary or appropriate in 
furtherance of the purposes of the Act, consistent with Section 6(b)(8) 
of the Act.\31\
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    \29\ 15 U.S.C. 78f(b)(4).
    \30\ 15 U.S.C. 78f(b)(5).
    \31\ 15 U.S.C. 78f(b)(8).
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V. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the 
Act,\32\ that the proposed rule change (SR-NYSE-2015-36), be, and 
hereby is, approved.
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    \32\ 15 U.S.C. 78s(b)(2).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\33\
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    \33\ 17 CFR 200.30-3(a)(12).
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Brent J. Fields,
Secretary.
[FR Doc. 2015-26336 Filed 10-15-15; 8:45 am]
 BILLING CODE 8011-01-P

62584 Federal Register / Vol. 80, No. 200 / Friday, October 16, 2015 / Notices securities; ETPs; or other exchange- high yield debt securities, if upon SECURITIES AND EXCHANGE traded securities from markets and other establishing such position, the total COMMISSION entities that are members of ISG or with value of such positions would represent which the Exchange has in place a fifty percent or greater of the Fund’s net [Release No. 34–76127; File No. SR–NYSE– comprehensive surveillance sharing assets. In addition, the Fund will not 2015–36] agreement. FINRA, on behalf of the invest in other types of high-yield debt Exchange, is able to access, as needed, Self-Regulatory Organizations; New securities, such as asset-backed York Stock Exchange LLC; Order trade information for certain fixed securities. income securities, including corporate Approving Proposed Rule Change, debt securities and money market (11) The Fund will not invest more Amending Section 907.00 of the Listed instruments, held by the Fund reported than 25% of the value of its total assets Company Manual (the ‘‘Manual’’) To (i) to FINRA’s TRACE. in securities of issuers in any particular Amend the Suite of Complimentary (4) The Exchange has appropriate industry. Products and Services That Are rules to facilitate transactions in the (12) The Fund’s investments Offered to Certain Current and Newly Shares during all trading sessions. Listed Companies, (ii) Update the (including investments in ETPs) will not (5) Prior to the commencement of Value of Complimentary Products and be utilized to seek to achieve a trading, the Exchange will inform its Services Offered to Listed Companies, leveraged return on the Fund’s net and (iii) Provide That Complimentary members in an Information Circular of assets. Products and Services Would Also Be the special characteristics and risks associated with trading the Shares. (13) The Fund will not invest in Offered to Companies That Transfer Specifically, the Information Circular futures contracts, options, swaps, or Their Listing to the Exchange From will discuss the following: (a) The other derivative instruments. Another National Securities Exchange procedures for purchases and (14) A minimum of 100,000 Shares October 9, 2015. redemptions of Shares in Creation Units will be outstanding at the (and that Shares are not individually commencement of trading on the I. Introduction redeemable); (b) Nasdaq Rule 2111A, Exchange. On August 11, 2015, New York Stock which imposes suitability obligations on This approval order is based on all of Exchange LLC (‘‘NYSE’’ or ‘‘Exchange’’) Nasdaq members with respect to the Exchange’s representations, filed with the Securities and Exchange recommending transactions in the including those set forth above and in Commission (‘‘Commission’’) pursuant Shares to customers; (c) how and by the Notice. The Commission notes that to Section 19(b)(1) of the Securities whom information regarding the the Fund and the Shares must comply Exchange Act of 1934 (‘‘Act’’) 1 and Rule Intraday Indicative Value and the 19b–4 thereunder,2 a proposed rule Disclosed Portfolio is disseminated; (d) with the requirements of Nasdaq Rule change to amend section 907.00 of the the risks involved in trading the Shares 5735 to be listed and traded on the listed company manual (‘‘Manual’’) to during the Pre-Market and Post-Market Exchange. amend the suite of complimentary Sessions when an updated Intraday For the foregoing reasons, the products and services that are offered to Indicative Value will not be calculated Commission finds that the proposed certain current and newly listed or publicly disseminated; (e) the rule change is consistent with Section companies and update the value of requirement that members deliver a 6(b)(5) of the Act 44 and the rules and complimentary products and services prospectus to investors purchasing regulations thereunder applicable to a offered to listed companies. In addition, newly issued Shares prior to or national securities exchange. the proposal would separate companies concurrently with the confirmation of a that transfer their listing to the transaction; and (f) trading information. IV. Conclusion Exchange from another national (6) For initial and continued listing, It is therefore ordered, pursuant to securities exchange to a new category the Fund must be in compliance with Section 19(b)(2) of the Exchange Act,45 and expand the complimentary Rule 10A–3 under the Act.43 (7) At least 90% of the convertible that the proposed rule change (SR– products and services offered to such bonds, convertible preferred stocks, and transfer companies. The proposed rule NASDAQ–2015–095) be, and it hereby warrants in which the Fund invests, and change was published for comment in is, approved. the equity securities into which these the Federal Register on August 25, For the Commission, by the Division of 2015.3 No comment letters were securities may be converted, and also Trading and Markets, pursuant to delegated received in response to the Notice. This preferred stocks (non-convertible) in authority.46 order approves the proposed rule which the Fund invests, will be traded on exchanges that are ISG members. Robert W. Errett, change. (8) The Fund may hold up to an Deputy Secretary. II. Description of the Proposed Rule aggregate amount of 15% of its net [FR Doc. 2015–26323 Filed 10–15–15; 8:45 am] Change assets in illiquid assets. BILLING CODE 8011–01–P (9) The Fund will only invest in bank In December 2013, the Exchange loans that have a par amount adopted a rule to expand the suite of outstanding of U.S. $100 million or complimentary products and services greater at the time the loan is originally that it offers to certain current and newly listed companies on the srobinson on DSK5SPTVN1PROD with NOTICES issued. (10) The Fund will not enter into a Exchange.4 Under this rule, certain long or short position in high yield debt 1 15 U.S.C. 78s(b)(1). securities with a par amount 2 17 CFR 240.19b–4. outstanding of less than U.S. $100 3 See Securities Exchange Act Release No. 75740 million at the time of issuance of such 44 15 U.S.C. 78f(b)(5). (August 19, 2015), 80 FR 51617 (‘‘Notice’’). 45 15 U.S.C. 78s(b)(2). 4 See Securities Exchange Act Release No. 70971 43 See 17 CFR 240.10A–3. 46 17 CFR 200.30–3(a)(12). (Dec. 3, 2013), 78 FR 73905 (Dec. 9, 2013) (SR– VerDate Sep<11>2014 18:54 Oct 15, 2015 Jkt 238001 PO 00000 Frm 00072 Fmt 4703 Sfmt 4703 E:\FR\FM\16OCN1.SGM 16OCN1

Federal Register / Vol. 80, No. 200 / Friday, October 16, 2015 / Notices 62585 companies currently listed on the news distribution products and services distribution products and services for a Exchange (‘‘Eligible Current Listings’’) from $10,000 to $20,000 per annum. period of 24 months and either (i) are offered a suite of complimentary The Exchange also proposes to include market surveillance products and products and services that vary web-casting services (with a commercial services for a period of 12 calendar depending on the number of shares of value of approximately $6,500 annually) months from the date of listing or (ii) a common stock or other equity security as a separate category of complimentary choice of market analytics products and that a company has outstanding. The products and services offered to certain services or corporate governance tools Exchange presently offers a suite of issuers.6 In addition, the Exchange for a period of 24 calendar months from complimentary products and services to proposes to add whistleblower hotline the date of listing. Eligible New Listings (i) any U.S. company that lists common services (with a commercial value of with a global market value of less than stock on the Exchange for the first time approximately $4,000 annually) to the $400 million (each a ‘‘Tier B Eligible and any non-U.S. company that lists an list of services that it offers to all listed New Listing’’) are presently offered web- equity security on the Exchange under companies for a period of 24 months. hosting and news distribution products Section 102.01 or 103.00 of the Manual The whistleblower hotline services will and services for a period of 24 months for the first time, regardless of whether replace data room services and virtual from the date of listing. The Exchange such U.S. or non-U.S. company investor relation tools (with a proposes to amend Section 907.00 to conducts an offering and (ii) any U.S. or commercial value of $15,000–$20,000) offer 24 months each of market non-U.S. company emerging from a as complimentary products offered to all analytics, market surveillance products, bankruptcy, spinoff (where a company listed issuers. web-hosting, web-casting, corporate lists new shares in the absence of a Currently, all listed issuers receive governance tools, and news distribution public offering), or carve-out (where a some complimentary products and products and services to Tier A Eligible company carves out a business line or services through NYSE Market Access New Listings. Accordingly, the division, which then conducts a Center. The Exchange also offers Exchange proposes to delete text from separate initial public offering) Eligible Current Listings a suite of Section 907.00 that discusses providing (collectively, ‘‘Eligible New Listings’’). products and services, varying based on market surveillance products and Currently, companies that transfer their the number of shares such companies services for only 12 months, as well as listing to the Exchange are offered have issued and outstanding. Eligible the option for continuing such services complimentary products and services Current Listings that have at least 270 at the end of the initial 12 month on the same terms as Eligible Current million shares issued and outstanding period. The proposed rule further Listings. (‘‘Tier One Eligible Current Listing’’) are amends Section 907.00 to offer 24 The Exchange proposes to amend presently offered (i) a choice of market months of web-casting, market Section 907.00 of the Manual to (i) surveillance, corporate governance tools analytics, and corporate governance amend the suite of complimentary and advisory services or market tools to Tier B Eligible New Listings, in products and services that are offered to analytics products and services and (ii) addition to the currently-offered web- Eligible Current Listings and Eligible web-hosting products and services, on a hosting and news distribution products. New Listings, (ii) update the value of complimentary basis. Eligible Current Pursuant to the proposed rule change, complimentary products and services Listings that have between 160 million Eligible Transfer Companies would be offered to such companies, and (iii) and up to 270 million shares issued and offered a package of complimentary provide that any U.S. or non-U.S. outstanding (‘‘Tier Two Eligible Current products and services that are similar to Listing’’) are presently offered a choice Eligible New Listings, with one company that transfers its listing of of market analytics, corporate exception.7 The one difference between common stock or equity securities, governance tools, or web-hosting the packages is that the Exchange will respectively, to the Exchange from products and services. The Exchange not offer corporate governance tools to another national securities exchange proposes to amend Section 907.00 to Eligible Transfer Companies, while (‘‘Eligible Transfer Companies’’) would delete corporate governance tools and Eligible New Listings will receive this be eligible to receive an enhanced advisory services from the suite of service. package of complimentary products and Regarding the timing of products offered to a Tier One Eligible services comparable to the package complimentary products and services, Current Listing and corporate offered to Eligible New Listings, with the proposed rule amends Section governance tools from the suite of the exception of corporate governance 907.00 to specify that if an Eligible New products offered to a Tier Two Eligible tools.5 Listing or Eligible Transfer Company Current Listing. In both cases, the The Exchange proposes to update the proposed rule replaces the deleted approximate commercial value of the 7 As noted above, the Exchange proposes to offer service with web-casting products and following offerings to Eligible Current Eligible Transfer Companies a package of services. Listings, Eligible New Listings, and The Exchange currently offers Eligible complimentary products and services comparable Eligible Transfer Companies: Market to the package that it offers to Eligible New Listings. New Listings different products and Therefore, the Exchange proposes to utilize the surveillance products and services from services based on such companies’ same metric, i.e., global market value, to determine $45,000 to $55,000 per annum, global market value. Eligible New eligibility for each designation so as to avoid corporate governance tools from $20,000 confusion. Currently, transfer companies may Listings with a global market value of receive complimentary products and services if to $50,000 per annum, web-hosting $400 million or more (each a ‘‘Tier A they qualify to be designated as an Eligible Current products and services from a range of Eligible New Listing’’) are presently Listing, such designation being based on the $12,000–16,000 to $16,000 per annum, number of outstanding shares of a company’s equity srobinson on DSK5SPTVN1PROD with NOTICES offered web-hosting and news securities. Under the proposed rule change, Eligible market analytics products and services Transfer Companies with a global market value of from $20,000 to $30,000 per annum, and 6 The web-hosting product offered by the $400 million or more will be eligible to receive a Exchange provides eligible issuers with a Web site suite of complimentary products and services NYSE–2013–68) (‘‘December 2013 Approval containing business content that can be viewed by valued at $127,500 per year for two years and Order’’). investors. Web-casting services enable companies to Eligible Transfer Companies with a global market 5 Eligible transfers currently receive host interactive web-casts to communicate with value of less than $400 million will be eligible to complimentary products and services, if eligible, investors. Eligible companies will receive four receive a suite of complimentary products and under the ‘‘currently listed issuers’’ category. interactive web-casts each year. services valued at $72,500 per year for two years. VerDate Sep<11>2014 18:54 Oct 15, 2015 Jkt 238001 PO 00000 Frm 00073 Fmt 4703 Sfmt 4703 E:\FR\FM\16OCN1.SGM 16OCN1

62586 Federal Register / Vol. 80, No. 200 / Friday, October 16, 2015 / Notices begins using a particular service within service will continue until the payments allocation of reasonable dues, fees, and 30 days after the date of listing, the run out. Once any pre-approval other charges among Exchange complimentary period begins on such payments run out, such services will be members, issuers, and other persons date of first use. In all other instances, discontinued. The Exchange expects all using the Exchange’s facilities, and is the complimentary period begins on the corporate governance services to not designed to permit unfair listing date. Eligible Current Listings to be discrimination between customers, In addition to the foregoing, the completely discontinued no later than issuers, brokers or dealers. Moreover, Exchange proposes making several early 2016. the Commission believes that the changes to its rule to reflect a change in The specific products and services proposed rule change is consistent with terminology. The proposed rule change offered by the Exchange will be 6(b)(8) of the Act 13 in that it does not amends Section 907.00 to change the developed by the Exchange or by third- impose any burden on competition not terms ‘‘newly listed issuer’’ and party vendors. In its filing, the Exchange necessary or appropriate in furtherance ‘‘currently listed issuers’’ to ‘‘Eligible represented that NYSE Governance of the purposes of the Act. New Listing’’ and ‘‘Eligible Current Services 9 will offer and develop the As described above, the Exchange Listings,’’ respectively. The Exchange corporate governance tools, but will not proposes to alter the complimentary also proposes to amend Section 907.00 provide any other service related to the products and services it offers to include a definition of Eligible proposed rule. NYSE Governance companies. Specifically, the Exchange Transfer Companies.8 Accordingly, Services is an entity that is owned by proposes to (i) remove corporate since Eligible Transfer Companies the Exchange’s parent company that governance tools and advisory services would be a separate category of issuer provides corporate governance, risk and for Tier One companies, (ii) remove under the proposed rule, the Exchange compliance services to its clients, corporate governance tools for Tier Two stated in its filing that it does not including companies listed on the companies, (iii) expand the services believe there could be any inference that Exchange. According to the Exchange, provided to Tier A Eligible New Listings a transfer company would be included companies that are offered these to include all of the services listed, as in the definition of an Eligible New products are under no obligation to described above, for a period of 24 Listing. Therefore, the Exchange accept them and a company’s listing on months, not just provide a choice of proposes to delete the exception for the Exchange is not conditioned upon services, (iv) expand the services companies that are transferring their acceptance of any product or service. provided to Tier B Eligible New Listings listing from another national securities Moreover, the Exchange represents that, to include market analytics and exchange from the current definition of from time to time, companies elect to corporate governance tools, (v) offer newly listed issuers, which would be purchase products and services from Eligible Transfer Companies the same renamed Eligible New Listing under the other vendors at their own expense products and services offered to Eligible proposed rule. rather than accepting comparable New Listings, except for corporate The Exchange also proposes to amend products and services offered by the governance tools,14 (vi) provide web- the first paragraph of Section 907.00 of Exchange. casting to Tier One, Tier Two, Tier A, the Manual to specify that it will offer and Tier B companies, and (vii) replace certain complimentary products and III. Discussion and Commission Findings data room services and virtual investor services, and access to discounted third- relation tools available to all issuers party products and services through the The Commission has carefully annually with a whistleblower hotline NYSE Market Access Center to both reviewed the proposed rule change and for a period of 24 months. currently and newly listed issuers, finds that it is consistent with the The Commission believes that it is whereas previously it stated such requirements of Section 6 of the Act.10 consistent with the Act for the Exchange services were only offered to currently Specifically, the Commission finds that to revise the products and services it listed issuers. the proposal is consistent with Sections offers to companies. The Exchange has While the Exchange will implement 6(b)(4) 11 and (5) of the Act 12 in represented that the corporate the proposed rule upon approval, any particular, in that the proposed rule is governance services are not as helpful to Eligible New Listing that listed on the designed to provide for the equitable more established companies as they are Exchange prior to approval of the to newly listed companies and that web- proposed rule will continue to receive 9 In its filing, NYSE stated its belief that NYSE casting may be more useful to them.15 services under the terms of the current Governance Services is not a ‘‘facility’’ of the Exchange as defined in 15 U.S.C. 78c(a)(2), and According to the Exchange, the rule. Therefore, for as long as any noted that its proposed rule change is being filed corporate governance products currently Eligible New Listing is receiving with the Commission under Section 19(b)(2) of the offered to Eligible Current Listings are services under the terms of Section Act because it relates to services offered in connection with a listing on the Exchange. See in low demand. The Exchange believes 907.00 of the Manual as currently in Notice supra note 3. The Commission notes that the replacing such offerings with web- effect, the Exchange will maintain a link definition of a ‘‘facility’’ of an exchange is broad casting would be more beneficial to to such section in the Introductory Note under the Act, and ‘‘includes its premises, tangible listed companies who utilize this to Section 907.00. or intangible property whether on the premises or not, any right to the use of such premises or service in connection with quarterly With respect to Eligible Current property or any service thereof for the purpose of earnings releases. The Commission Listings, to the extent that the Exchange effecting or reporting a transaction on an exchange believes that, based on NYSE’s has already paid a third-party provider . . . and any right of the exchange to the use of any representations, replacing a little- (prior to approval) for corporate property or service.’’ The Commission further notes that any determination as to whether a service or governance services to an Eligible srobinson on DSK5SPTVN1PROD with NOTICES other product is a facility of an exchange requires 13 15 U.S.C. 78f(b)(8). Current Listing, such complimentary an analysis of the particular facts and 14 Because the Exchange is proposing to offer circumstances. Eligible Transfer Companies a package of 10 15 U.S.C. 78f. In approving this proposed rule 8 For purposes of this Section 907.00, the term complimentary benefits similar to the benefits ‘‘Eligible Transfer Company’’ means any U.S. or change, the Commission has considered the offered to Eligible New Listings, the Exchange also non-U.S. company that transfers its listing of proposed rule’s impact on efficiency, competition, proposes using the same metric, i.e., global market common stock or equity securities, respectively, to and capital formation. See 15 U.S.C. 78c(f). value, to determine eligibility for certain products the Exchange from another national securities 11 15 U.S.C. 78f(b)(4). and services. exchange. 12 15 U.S.C. 78f(b)(4) and (5). 15 See Notice, supra note 3. VerDate Sep<11>2014 18:54 Oct 15, 2015 Jkt 238001 PO 00000 Frm 00074 Fmt 4703 Sfmt 4703 E:\FR\FM\16OCN1.SGM 16OCN1

Federal Register / Vol. 80, No. 200 / Friday, October 16, 2015 / Notices 62587 utilized service by companies already Commission further found that the negotiated packages of products and listed with one that could help changes approved in the December 2013 services to list or remain listed which companies communicate better with Approval Order expanding the would raise unfair discrimination issues shareholders is reasonable and complimentary products and services under the Act. The Commission also consistent with Section 6(b)(5) of the offered to some tiers but not others was believes that it is reasonable, and in fact Act. also justified, in part, based on the required by Section 19(b) of the Act, In addition, the Exchange believes different-sized companies within each that the Exchange amend its rule to that it is appropriate to expand the suite tier and the amount of services they update the commercial values of the of complimentary products and services needed.21 According to the Exchange, products it offers to Eligible Current it offers to Tier A and Tier B Eligible the current proposal to expand the Listings, Eligible Transfer Companies, New Listings, because such companies products and services available to Tier and Eligible New Listings.24 This are listing on the Exchange for the first A and Tier B Eligible New Listings provides greater transparency to time and frequently have greater needs should ease the transition of companies Exchange’s rules and the fees, and the with respect to developing their becoming public for the first time.22 In value of free products and services, corporate governance and shareholder addition, as stated by the Exchange, it applicable to listed companies. outreach capabilities.16 Moreover, the competes with Nasdaq for listings and The Commission also believes that it Exchange has represented that it faces further, that Nasdaq offers similar is consistent with the Act for the competition in the market for listing products and services to new listings, Exchange to allow the complimentary services.17 As part of this competition, including transfers.23 period for a particular service offered to the Exchange seeks to entice Nasdaq- As noted above, under the proposal, Eligible New Listings and Eligible listed companies to transfer their listing while newly listed companies and Transfer Companies to begin on the date to the Exchange. The Exchange transfers will receive similar services of first use if a company begins to use competes in part by improving the there is one exception involving the service within 30 days after the date quality of the services that it offers to corporate governance tools (valued at of listing. According to the Exchange, listed companies. NYSE believes that $50,000) which newly listed companies companies listing on the Exchange for offering transfers from Nasdaq a similar will receive but not transfers. NYSE the first time often require a period of package to that currently offered to argues that this approach is consistent time after listing to complete the NYSE listed companies transferring to with the changes being proposed for contracting and training process with Nasdaq, as well as new listings on currently listed companies in that in the Exchange’s experience these tools are vendors providing the complimentary Nasdaq, should enhance its ability to products and services.25 Therefore, compete for listings. According to the not as useful for already established companies and as a result are in low many companies are not able to begin Exchange, by offering products and using the suite of products offered to services on a complimentary basis and demand by such listed companies. Based on these representations, the them immediately on the date of ensuring that it is offering the services listing.26 The Commission notes that most valued by its listed issuers, it Commission does not believe that the exception for transfers violates the this proposed change is substantially improves the quality of the services that similar to Nasdaq Rule IM–5900–7, listed companies receive.18 unfair discrimination standard under Section 6(b)(5) of the Act and appears to which also allows a company to begin Accordingly, the Commission believes using services within 30 days of that the proposed rule reflects the provide equal treatment among established companies, whether listing.27 As noted in the Nasdaq Order, current competitive environment for the Commission believes that this exchange listings among national currently listed or transferring. The Commission notes that all listed change would provide only a short securities exchanges, and is appropriate window of additional time to allow and consistent with Section 6(b)(8) of companies will continue to receive some level of free services, including companies to finalize their contracts for the Act.19 Further, by extending the the complimentary products and the addition of the whistleblower provision of certain complementary services, and that this additional time hotline services being approved in this services (as listed above) to Tier A and would only be available to companies order. The Commission also notes that Tier B Eligible New Listings to 24 that have already determined to list on within each tier all issuers receive the months and by entitling Eligible the Exchange.28 exact same package of services. The Transfer Companies to receive these approval of this proposal, including the Based on the factors noted above, the products and services, other than updated dollar values and specific Commission continues to believe that corporate governance tools, on similar services provided within each tier, will NYSE’s products and services, and their terms as Eligible New Listings, the therefore help to ensure that individual commercial value, are equitably proposed change enables the Exchange listed companies are not given specially allocated among issuers, consistent with to better compete for new listings. Section 6(b)(4) of the Act.29 The Moreover, the Commission believes NYSE–2011–20) (‘‘Approval Order’’). In particular, that it is appropriate for the Exchange to the Approval Order states that while not all issuers 24 We would expect the Exchange, consistent with offer varying services to different receive the same level of services, NYSE has stated Section 19(b) of the Act, to periodically update the categories of issuers. The Commission that trading volume and market activity are related value of products and services offered should they to the level of services that the listed companies has previously found that the tiers would use in the absence of complimentary change. This would help to provide transparency to originally established under the arrangements. The Commission found, among other listed companies on the value of the free services they receive and the actual costs associated with corporate products and services rule things, that ‘‘. . . the products and services and srobinson on DSK5SPTVN1PROD with NOTICES their commercial value are equitably allocated listing on the Exchange. was consistent with the Act.20 The 25 See Notice, supra note 3. among issuers consistent with Section 6(b)(4) of the 26 See id. Act, and the rule does not unfairly discriminate 16 See id. between issuers consistent with Section 6(b)(5) of 27 See Securities Exchange Act Release No. 72669 17 See id. the Act.’’ See Approval Order, 76 FR at 51452. (July 24, 2014), 79 FR 44234 (July 30, 2014) 18 See id. 21 See December 2013 Approval Order, supra note (approving Nasdaq–2014–058) (‘‘Nasdaq Order’’). 19 15 U.S.C. 78f(b)(8). 4. 28 The Commission expects the Exchange to track 20 See Securities Exchange Act Release No. 65127 22 See Notice, supra note 3. the start (and end) date of each free service. (Aug. 12, 2011), 76 FR 51449 (Aug. 18, 2011) (SR– 23 See id. 29 15 U.S.C. 78f(b)(4). VerDate Sep<11>2014 18:54 Oct 15, 2015 Jkt 238001 PO 00000 Frm 00075 Fmt 4703 Sfmt 4703 E:\FR\FM\16OCN1.SGM 16OCN1

62588 Federal Register / Vol. 80, No. 200 / Friday, October 16, 2015 / Notices Commission also continues to believe solicit comments on the proposed rule identified as the ‘‘B feed’’ and the ‘‘D that the rule does not unfairly change from interested persons. feed.’’ The Exchange also offers a bulk- discriminate between issuers, consistent quoting interface which allows Users 6 I. Self-Regulatory Organization’s with Section 6(b)(5) of the Act.30 of BATS Options to submit and update Statement of the Terms of the Substance Finally, the Commission believes that multiple bids and offers in one message of the Proposed Rule Change the proposal does not impose any through logical ports enabled for bulk- burden on competition not necessary or The Exchange filed a proposal to quoting.7 The bulk-quoting application appropriate in furtherance of the amend the fee schedule applicable to for BATS Options is a particularly purposes of the Act, consistent with Members 5 and non-members of the useful feature for Users that provide Section 6(b)(8) of the Act.31 Exchange pursuant to BATS Rules quotations in many different options. 15.1(a) and (c). Logical ports, including Multicast V. Conclusion The text of the proposed rule change PITCH Spin Server and GRP ports, is available at the Exchange’s Web site which are used to request and receive a It is therefore ordered, pursuant to at www.batstrading.com, at the retransmission of data from the Section 19(b)(2) of the Act,32 that the principal office of the Exchange, and at Exchange, are currently subject to a fee proposed rule change (SR–NYSE–2015– the Commission’s Public Reference of $400 per month per port and ports 36), be, and hereby is, approved. Room. with bulk quoting capabilities are For the Commission, by the Division of charged $1,500 per month per port. Trading and Markets, pursuant to delegated II. Self-Regulatory Organization’s Statement of the Purpose of, and These fees are set and do not currently authority.33 Statutory Basis for, the Proposed Rule vary based on the number of ports Brent J. Fields, purchased. In addition, logical port fees Secretary. Change are limited to logical ports in the [FR Doc. 2015–26336 Filed 10–15–15; 8:45 am] In its filing with the Commission, the Exchange’s primary data center and no BILLING CODE 8011–01–P Exchange included statements logical port fees are assessed for concerning the purpose of and basis for redundant secondary data center ports. the proposed rule change and discussed The Exchange assesses the monthly per SECURITIES AND EXCHANGE any comments it received on the logical port fees for all of a Member and COMMISSION proposed rule change. The text of these non-Member’s logical ports. statements may be examined at the The Exchange now proposes to [Release No. 34–76120; File No. SR–BATS– places specified in Item IV below. The increase the fees for logical ports 2015–83] Exchange has prepared summaries, set (including Multicast PITCH Spin Server forth in Sections A, B, and C below, of and GRP ports) from $400 per port per Self-Regulatory Organizations; BATS the most significant parts of such month to $550 per port per month for Exchange, Inc.; Notice of Filing and statements. the first five ports. Multicast PITCH Immediate Effectiveness of a Proposed A. Self-Regulatory Organization’s Spin Server Ports and GRP Ports would Rule Change Related to Fees for Use Statement of the Purpose of, and now be subject to a fee of $550 per of BATS Exchange, Inc. Statutory Basis for, the Proposed Rule month for a set of primary ports (A or Change C feed). The Exchange will continue to October 9, 2015. offer for free the ports necessary to Pursuant to the provisions of Section 1. Purpose receive the Exchange’s redundant 19(b)(1) of the Securities Exchange Act The Exchange proposes to modify the Multicast ‘‘B feed’’ and ‘‘D feed’’, as of 1934 (‘‘Act’’) 1 and Rule 19b–4 fee schedule applicable to the well as all ports made available in the thereunder,2 notice is hereby given that Exchange’s options platform (‘‘BATS Exchange’s secondary data center. on October 1, 2015, BATS Exchange, Options’’) effective immediately, in Accordingly, this proposal only applies Inc. (the ‘‘Exchange’’ or ‘‘BATS’’) filed order to: (i) Increase the fees for certain to ports used to receive an Exchange with the Securities and Exchange logical ports; and (ii) provide for primary Multicast PITCH feeds at the Commission (‘‘Commission’’) the separate fees based upon the number of Exchange’s primary data center. Other proposed rule change as described in logical ports utilized. than as described below, the Exchange Items I, II and III below, which Items A logical port represents a port does not propose to amend the monthly have been prepared by the Exchange. established by the Exchange within the fee for ports with bulk quoting The Exchange has designated the Exchange’s system for trading and capabilities. proposed rule change as one billing purposes. Each logical port Where a User subscribes to more than establishing or changing a member due, established is specific to a Member or five ports, the Exchange proposes to fee, or other charge imposed by the non-member and grants that Member or charge for each port in excess of five Exchange under Section 19(b)(3)(A)(ii) non-member the ability to operate a $650 per logical port per month and of the Act 3 and Rule 19b–4(f)(2) specific application, such as FIX order $2,000 per month for logical ports with thereunder,4 which renders the entry or PITCH data receipt. The bulk quoting capabilities. For example, proposed rule change effective upon Exchange’s Multicast PITCH data feed is if a User subscribes to seven logical filing with the Commission. The available from two primary feeds, ports, it would pay $550 per port per Commission is publishing this notice to identified as the ‘‘A feed’’ and the ‘‘C month for ports one through five and feed’’, which contain the same srobinson on DSK5SPTVN1PROD with NOTICES 6 A User on BATS Options is either a member of 30 15 U.S.C. 78f(b)(5). information but differ only in the way BATS Options or a sponsored participant who is 31 15 U.S.C. 78f(b)(8). such feeds are received. The Exchange authorized to obtain access to the Exchange’s 32 15 U.S.C. 78s(b)(2). also offers two redundant fees, system pursuant to BATS Rule 11.3. 33 17 CFR 200.30–3(a)(12). 7 See Securities Exchange Act Release Nos. 65133 1 15 U.S.C. 78s(b)(1). 5 The term ‘‘Member’’ is defined as ‘‘any (August 15, 2011), 76 FR 52032 (August 19, 2011) 2 17 CFR 240.19b–4. registered broker or dealer that has been admitted (SR–BATS–2011–029) and 65307 (September 9, 3 15 U.S.C. 78s(b)(3)(A)(ii). to membership in the Exchange.’’ See Exchange 2011), 76 FR 57092 (September 15, 2011) (SR– 4 17 CFR 240.19b–4(f)(2). Rule 1.5(n). BATS–2011–034). VerDate Sep<11>2014 18:54 Oct 15, 2015 Jkt 238001 PO 00000 Frm 00076 Fmt 4703 Sfmt 4703 E:\FR\FM\16OCN1.SGM 16OCN1


Document Created: 2015-12-14 15:23:27
Document Modified: 2015-12-14 15:23:27
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 62584 
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