80 FR 68585 - Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Designation of Longer Period for Commission Action on Proceedings To Determine Whether To Disapprove Proposed Rule Change, as Modified by Amendment No. 1, Amending Sections 312.03(b) and 312.04 of the NYSE Listed Company Manual to Exempt Early Stage Companies From Having To Obtain Shareholder Approval Before Issuing Shares for Cash to Related Parties, Affiliates of Related Parties or Entities in Which a Related Party Has a Substantial Interest

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 80, Issue 214 (November 5, 2015)

Page Range		68585-68586
FR Document		2015-28148

Federal Register, Volume 80 Issue 214 (Thursday, November 5, 2015)

[Federal Register Volume 80, Number 214 (Thursday, November 5, 2015)]
[Notices]
[Pages 68585-68586]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2015-28148]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-76323; File No. SR-NYSE-2015-02]


Self-Regulatory Organizations; New York Stock Exchange LLC; 
Notice of Designation of Longer Period for Commission Action on 
Proceedings To Determine Whether To Disapprove Proposed Rule Change, as 
Modified by Amendment No. 1, Amending Sections 312.03(b) and 312.04 of 
the NYSE Listed Company Manual to Exempt Early Stage Companies From 
Having To Obtain Shareholder Approval Before Issuing Shares for Cash to 
Related Parties, Affiliates of Related Parties or Entities in Which a 
Related Party Has a Substantial Interest

October 30, 2015.
    On April 16, 2015, New York Stock Exchange (``NYSE'') 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 Sections 
312.03(b) and 312.04 of the NYSE Listed Company Manual to exempt early 
stage companies from having to obtain shareholder approval before 
issuing shares for cash to related parties, affiliates of related 
parties or entities in which a related party has a substantial 
interest. The proposed rule change was published for comment in the 
Federal Register on May 6, 2015.\3\ The Commission received no comment 
letters in response to the publication of the Notice. On June 18, 2015, 
the Commission designated a longer period for Commission action on the 
proposed rule change, until August 4, 2015.\4\ On August 4, 2014, the 
Commission initiated proceedings under Section 19(b)(2)(B) of the Act 
\5\ to determine whether to approve or disapprove the proposed rule 
change.\6\ On August 31, 2015, in response to the Order Instituting 
Proceedings, the Commission received a comment letter from the Exchange 
as well as an Amendment No. 1 to the proposed rule change.\7\ The

[[Page 68586]]

Commission has received two other comment letters in response to the 
Order Instituting Proceedings.\8\
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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. 74849 (April 30, 
2015), 80 FR 26118 (``Notice'').
    \4\ See Securities Exchange Act Release No. 75248 (June 18, 
2015), 80 FR 36385 (June 24, 2015).
    \5\ 15 U.S.C. 78s(b)(2)(B).
    \6\ See Securities Exchange Act Release No. 75599 (August 4, 
2015), 80 FR 47978 (August 10, 2015) (``Order Instituting 
Proceedings'').
    \7\ See letter to Brent J. Fields, Secretary, Commission from 
Clare F. Saperstein, Associate General Counsel, New York Stock 
Exchange, dated August 31, 2015 and Amendment No. 1 to the proposed 
rule change dated August 31, 2015. In Amendment No. 1 the Exchange 
stated that it believed there was a potential ambiguity in the 
proposed rule language submitted as part of the original proposal. 
Amendment No. 1 amends the original proposed rule language to 
clarify that the proposed exemption from shareholder approval 
transactions involving the sale of stock for cash by an early stage 
company applies not only to a related party, as originally proposed, 
but also to a subsidiary, affiliate or other closely-related person 
of a related party; or any company or entity in which a related 
party has a substantial direct or indirect interest.
    \8\ See memorandum to the Commission from Rick. A. Fleming, 
Office of the Investor Advocate, Commission, dated October 16, 2015; 
and public comment email from Suzanne Shatto, dated October 16, 
2015.
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    Section 19(b)(2) of the Act \9\ provides that, after initiating 
disapproval proceedings, the Commission shall issue an order approving 
or disapproving the proposed rule change not later than 180 days after 
the date of publication of notice of the filing of the proposed rule 
change.\10\ The Commission may extend the period for issuing an order 
approving or disapproving the proposed rule change, however, by not 
more than 60 days if the Commission determines that a longer period is 
appropriate and publishes the reasons for such determination.\11\ The 
proposed rule change was published for comment in the Federal Register 
on May 6, 2015. November 2, 2015 is 180 days from that date, and 
January 1, 2016 (which is a Federal holiday) is an additional 60 days 
from that date.
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    \9\ 15 U.S.C. 78s(b)(2).
    \10\ 15 U.S.C. 78s(b)(2)(B)(ii)(I).
    \11\ 15 U.S.C. 78s(b)(2)(B)(ii)(II).
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    The Commission finds it appropriate to designate a longer period 
within which to issue an order approving or disapproving the proposed 
rule change so that it has sufficient time to consider the comment 
letters and take action on the Exchange's proposed rule change.
    Accordingly, the Commission, pursuant to Section 19(b)(2) of the 
Act,\12\ designates December 31, 2015, as the date by which the 
Commission should either approve or disapprove the proposed rule change 
(File No. SR-NYSE-2015-02).
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    \12\ 15 U.S.C. 78s(b)(2).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\13\
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    \13\ 17 CFR 200.30-3(a)(31).
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Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2015-28148 Filed 11-4-15; 8:45 am]
 BILLING CODE 8011-01-P

Federal Register / Vol. 80, No. 214 / Thursday, November 5, 2015 / Notices 68585

Management, Chief Counsel’s Office, Applicant’s Address: 6601 Six Forks SECURITIES AND EXCHANGE
100 F Street NE., Washington, DC Road, Suite 340, Raleigh, North Carolina COMMISSION
20549–8010. 27615.
[Release No. 34–76323; File No. SR–NYSE–
Santander AM Funds Trust [File No. Franklin Mutual Recovery Fund [File 2015–02]
811–22890] No. 811–21306]
Self-Regulatory Organizations; New
Summary: Applicant seeks an order York Stock Exchange LLC; Notice of
Summary: Applicant, a closed-end
declaring that it has ceased to be an Designation of Longer Period for
investment company, seeks an order
investment company. Applicant has Commission Action on Proceedings To
declaring that it has ceased to be an
never made a public offering of its Determine Whether To Disapprove
securities and does not propose to make investment company. Applicant
transferred its assets to Franklin Mutual Proposed Rule Change, as Modified by
a public offering or engage in business Amendment No. 1, Amending Sections
of any kind. Quest Fund of the Franklin Mutual
312.03(b) and 312.04 of the NYSE
Filing Dates: The application was Series Funds, and on August 27, 2015, Listed Company Manual to Exempt
filed on September 28, 2015. made a final distribution to its Early Stage Companies From Having
Applicant’s Address: 2 Morrissey shareholders based on net asset value. To Obtain Shareholder Approval
Boulevard, Dorchester, Massachusetts Expenses of approximately $116,653 Before Issuing Shares for Cash to
02125. incurred in connection with the Related Parties, Affiliates of Related
reorganization were paid by the Parties or Entities in Which a Related
Eudora Funds [File No. 811–22729] acquiring fund and the investment Party Has a Substantial Interest
Summary: Applicant seeks an order adviser of the applicant and the
acquiring fund. October 30, 2015.
declaring that it has ceased to be an
investment company. On September 10, On April 16, 2015, New York Stock
Filing Dates: The application was Exchange (‘‘NYSE’’) filed with the
2015, applicant made a liquidating filed on October 23, 2015.
distribution to its shareholders, based Securities and Exchange Commission
on net asset value. Expenses of $7,750 Applicant’s Address: 101 John F. (‘‘Commission’’), pursuant to Section
incurred in connection with the Kennedy Parkway, Short Hills, New 19(b)(1) of the Securities Exchange Act
liquidation were paid by applicant’s Jersey 07078–2702 of 1934 (‘‘Act’’) 1 and Rule 19b–4
investment adviser. thereunder,2 a proposed rule change to
Master Basic Value LLC [File No. 811– amend Sections 312.03(b) and 312.04 of
Filing Dates: The application was 10179] the NYSE Listed Company Manual to
filed on September 30, 2015.
exempt early stage companies from
Applicant’s Address: 8000 Town Summary: Applicant seeks an order
having to obtain shareholder approval
Centre Drive, Suite 400, Broadview declaring that it has ceased to be an before issuing shares for cash to related
Heights, Ohio 44147. investment company. On February 9, parties, affiliates of related parties or
Russell Exchange Traded Funds Trust 2015, applicant made a liquidating entities in which a related party has a
[File No. 811–22320] distribution to its shareholders, based substantial interest. The proposed rule
on net asset value. Expenses of change was published for comment in
Summary: Applicant seeks an order approximately $135,046 incurred in the Federal Register on May 6, 2015.3
declaring that it has ceased to be an connection with the liquidation were The Commission received no comment
investment company. On January 30, paid by applicant’s investment adviser. letters in response to the publication of
2015, applicant made a liquidating the Notice. On June 18, 2015, the
distribution to its shareholders, based Filing Dates: The application was
filed on October 28, 2015. Commission designated a longer period
on net asset value. Expenses of $41,223 for Commission action on the proposed
incurred in connection with the Applicant’s Address: 100 Bellevue rule change, until August 4, 2015.4 On
liquidation were paid by applicant’s Parkway, Wilmington, Delaware 19809 August 4, 2014, the Commission
investment adviser. For the Commission, by the Division of initiated proceedings under Section
Filing Dates: The application was Investment Management, pursuant to 19(b)(2)(B) of the Act 5 to determine
filed on October 5, 2015. delegated authority. whether to approve or disapprove the
Applicant’s Address: 1301 Second Jill M. Peterson, proposed rule change.6 On August 31,
Avenue, 18th Floor, Seattle, Washington 2015, in response to the Order
98101. Assistant Secretary.
[FR Doc. 2015–28149 Filed 11–4–15; 8:45 am]
Instituting Proceedings, the Commission
HCIM Trust [File No. 811–22871] received a comment letter from the
BILLING CODE 8011–01–P
Exchange as well as an Amendment No.
Summary: Applicant seeks an order 1 to the proposed rule change.7 The
declaring that it has ceased to be an
investment company. Applicant 1 15 U.S.C. 78s(b)(1).
transferred its assets to Hatteras 2 17 CFR 240.19b–4.
Disciplined Opportunity Fund, a series 3 See Securities Exchange Act Release No. 74849

of Hatteras Alternative Mutual Funds (April 30, 2015), 80 FR 26118 (‘‘Notice’’).
4 See Securities Exchange Act Release No. 75248
Trust, and on July 10, 2015, made a final
(June 18, 2015), 80 FR 36385 (June 24, 2015).
distribution to its shareholders based on
jstallworth on DSK7TPTVN1PROD with NOTICES

5 15 U.S.C. 78s(b)(2)(B).
net asset value. Expenses of $16,987.50 6 See Securities Exchange Act Release No. 75599
incurred in connection with the (August 4, 2015), 80 FR 47978 (August 10, 2015)
reorganization were paid by the (‘‘Order Instituting Proceedings’’).
7 See letter to Brent J. Fields, Secretary,
investment adviser of the applicant and
Commission from Clare F. Saperstein, Associate
the acquiring fund. General Counsel, New York Stock Exchange, dated
Filing Dates: The application was August 31, 2015 and Amendment No. 1 to the
filed on October 6, 2015. Continued

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68586 Federal Register / Vol. 80, No. 214 / Thursday, November 5, 2015 / Notices

Commission has received two other SECURITIES AND EXCHANGE the proposed rule change and discussed
comment letters in response to the COMMISSION any comments it received on the
Order Instituting Proceedings.8 proposed rule change. The text of these
[Release No. 34–76317; File No. SR–BX– statements may be examined at the
Section 19(b)(2) of the Act 9 provides 2015–060]
that, after initiating disapproval places specified in Item IV below. The
proceedings, the Commission shall issue Self-Regulatory Organizations; Exchange has prepared summaries, set
an order approving or disapproving the NASDAQ OMX BX, Inc.; Notice of Filing forth in sections A, B, and C below, of
proposed rule change not later than 180 and Immediate Effectiveness of the most significant aspects of such
days after the date of publication of Proposed Rule Change to the Risk statements.
notice of the filing of the proposed rule Monitor Mechanism A. Self-Regulatory Organization’s
change.10 The Commission may extend Statement of the Purpose of, and
October 30, 2015.
the period for issuing an order Statutory Basis for, the Proposed Rule
approving or disapproving the proposed Pursuant to Section 19(b)(1) of the Change
rule change, however, by not more than Securities Exchange Act of 1934
(‘‘Act’’), 1 and Rule 19b–4 thereunder,2 1. Purpose
60 days if the Commission determines
that a longer period is appropriate and notice is hereby given that on October
The purpose of the filing is to relocate
publishes the reasons for such 16, 2015, NASDAQ OMX BX, Inc. (‘‘BX’’
and amend the current rule text of the
determination.11 The proposed rule or ‘‘Exchange’’) filed with the Securities
Risk Monitor Mechanism at Chapter VI,
change was published for comment in and Exchange Commission (‘‘SEC’’ or
Section 19.4 The Exchange is proposing
the Federal Register on May 6, 2015. ‘‘Commission’’) the proposed rule
to relocate the rule text into Chapter VII,
November 2, 2015 is 180 days from that change as described in Items I, II, and
Section 6, which currently describes
date, and January 1, 2016 (which is a III, below, which Items have been
two other risk mechanisms offered to
Federal holiday) is an additional 60 prepared by the Exchange. The
BX Market Makers today.5 Quoting
days from that date. Commission is publishing this notice to
across many series in an option creates
solicit comments on the proposed rule
The Commission finds it appropriate the possibility of ‘‘rapid fire’’ executions
change from interested persons.
to designate a longer period within that can create large, unintended
which to issue an order approving or I. Self-Regulatory Organization’s principal positions that expose BX
disapproving the proposed rule change Statement of the Terms of Substance of Market Makers, who are required to
so that it has sufficient time to consider the Proposed Rule Change continuously quote in assigned options,
the comment letters and take action on The Exchange proposes to amend to potentially significant market risk.
the Exchange’s proposed rule change. Chapter VI, Section 19 entitled ‘‘Risk The Risk Monitor Mechanism
Monitor Mechanism’’ by reserving this (hereinafter ‘‘Percentage-Based
Accordingly, the Commission,
rule and relocating the rule governing Threshold’’) permits BX Market Makers
pursuant to Section 19(b)(2) of the
the Risk Monitor Mechanism into BX to monitor risk arising from multiple
Act,12 designates December 31, 2015, as
Rule at Chapter VII, Section 6(f)(i), executions across multiple options
the date by which the Commission
entitled ‘‘Market Maker Quotations’’ series of a single underlying security.
should either approve or disapprove the
proposed rule change (File No. SR– which contains similar market maker 3 The Exchange will require BX Market
NYSE–2015–02). risk monitor tools. The Exchange is also Makers to utilize either the Percentage-
modifying the language currently Based Threshold or the Volume-Based
For the Commission, by the Division of Threshold.6 The Multi-Trigger
The text of the proposed rule change
Trading and Markets, pursuant to delegated Threshold will be optional.7 Today, BX
is available on the Exchange’s Web site
authority.13
at http:// Market Makers are required to utilize
Jill M. Peterson, nasdaqomxbx.cchwallstreet.com/, at the the Percentage-Based Threshold.
Assistant Secretary. principal office of the Exchange, and at Current Rule Text in Chapter VI, Section
[FR Doc. 2015–28148 Filed 11–4–15; 8:45 am] the Commission’s Public Reference 19
BILLING CODE 8011–01–P Room.
BX Rules at Chapter VI, Section 19
II. Self-Regulatory Organization’s
proposed rule change dated August 31, 2015. In specifically describes the counting
Statement of the Purpose of, and
Amendment No. 1 the Exchange stated that it program that is maintained by the
believed there was a potential ambiguity in the Statutory Basis for, the Proposed Rule
System for each Participant in a
proposed rule language submitted as part of the Change
original proposal. Amendment No. 1 amends the
particular option. Specifically, the
original proposed rule language to clarify that the In its filing with the Commission, the counting program counts the number of
proposed exemption from shareholder approval Exchange included statements contracts traded in an option by each
transactions involving the sale of stock for cash by concerning the purpose of and basis for Participant within a specified time
an early stage company applies not only to a related
party, as originally proposed, but also to a
period, not to exceed 15 seconds,
1 15 U.S.C. 78s(b)(1).
subsidiary, affiliate or other closely-related person established by each Participant known
2 17 CFR 240.19b–4.
of a related party; or any company or entity in
3 Pursuant to BX Rules at Chapter VII, Section 5,
which a related party has a substantial direct or 4 The proposed amendments will conform the
indirect interest. entitled ‘‘Obligations of Market Makers’’, in
registering as a market maker, an Options rule text to the manner in which the System
8 See memorandum to the Commission from Rick.
Participant commits himself to various obligations. operates today.
jstallworth on DSK7TPTVN1PROD with NOTICES

A. Fleming, Office of the Investor Advocate, 5 The two risk protections, Volume-Based
Commission, dated October 16, 2015; and public Transactions of a BX Market Maker must constitute
a course of dealings reasonably calculated to Threshold and the Multi-Trigger Threshold, are BX
comment email from Suzanne Shatto, dated October Market Maker protections, similar to the Risk
16, 2015. contribute to the maintenance of a fair and orderly
market, and Market Makers should not make bids Monitor Mechanism to assist BX Market Makers to
9 15 U.S.C. 78s(b)(2).
or offers or enter into transactions that are control their trading risks.
10 15 U.S.C. 78s(b)(2)(B)(ii)(I). 6 The Volume-Based Threshold is offered only to
inconsistent with such course of dealings. Further,
11 15 U.S.C. 78s(b)(2)(B)(ii)(II).
all Market Makers are designated as specialists on BX Market Makers.
12 15 U.S.C. 78s(b)(2). 7 The Multi-Trigger Threshold is offered only to
BX for all purposes under the Act or rules
13 17 CFR 200.30–3(a)(31). thereunder. See Chapter VII, Section 5. BX Market Makers.

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Document Created: 2015-12-14 15:02:32
Document Modified: 2015-12-14 15:02:32

Category		Regulatory Information
Collection		Federal Register
sudoc Class		AE 2.7: GS 4.107: AE 2.106:
Publisher		Office of the Federal Register, National Archives and Records Administration
Section		Notices
FR Citation		80 FR 68585