80 FR 69259 - Self-Regulatory Organizations; EDGX Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend Rules 3.22, Proxy Voting, and 13.3, Forwarding of Proxy and Other Issuer Materials

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 80, Issue 216 (November 9, 2015)

Page Range		69259-69261
FR Document		2015-28400
Federal Register, Volume 80 Issue 216 (Monday, November 9, 2015)
[Federal Register Volume 80, Number 216 (Monday, November 9, 2015)]
[Notices]
[Pages 69259-69261]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2015-28400]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-76329; File No. SR-EDGX-2015-51]


Self-Regulatory Organizations; EDGX Exchange, Inc.; Notice of 
Filing and Immediate Effectiveness of a Proposed Rule Change To Amend 
Rules 3.22, Proxy Voting, and 13.3, Forwarding of Proxy and Other 
Issuer Materials

November 3, 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 October 23, 2015, EDGX Exchange, Inc. (the ``Exchange'' or 
``EDGX'') 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 restructure and amend Rules 3.22, 
Proxy Voting, and 13.3, Forwarding or [sic] Proxy and other Issuer 
Materials, to conform to the rules of BATS Exchange, Inc. (``BZX'') and 
BATS Y-Exchange, Inc. (``BYX'').\5\
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    \5\ See BYX and BZX Rule 13.3.
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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
    In early 2014, the Exchange and its affiliate, EDGA Exchange, Inc. 
(``EDGA'') received approval to effect a merger (the ``Merger'') of the 
Exchange's parent company, Direct Edge Holdings LLC, with BATS Global 
Markets, Inc., the parent of BZX and the BATS Y-Exchange, Inc. 
(``BYX'', together with BZX, EDGA and EDGX, the ``BGM Affiliated 
Exchanges'').\6\ In the context of the Merger, the BGM Affiliated 
Exchanges are working to align their rules, retaining only intended 
differences between the BGM Affiliated Exchanges.
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    \6\ See Securities Exchange Act Release No. 71449 (January 30, 
2014), 79 FR 6961 (February 5, 2014) (SR-EDGX-2013-43; SR-EDGA-2013-
34).
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    The Exchange provisions regarding proxy delivery and voting are 
currently included in two separate rules--Rule 3.22 governing proxy 
voting, and Rule 13.3 governing the forwarding of proxy and other 
issuer related materials. Conversely, BZX and BYX rules consolidate 
their proxy delivery and voting requirements into a single rule, Rule 
13.3. Thus, the Exchange proposes to restructure and amend Rules 3.22, 
Proxy Voting, and 13.3, Forwarding or Proxy and other Issuer Materials, 
to conform to the corresponding rules of BYX and BZX in order to 
provide a consistent rule set across each of the BGM Affiliated 
Exchanges.\7\
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    \7\ The Exchange notes that EDGA intends to file an identical 
proposal with the Commission to restructure and amend its Rules 
3.22. Proxy Voting, and 13.3, Forwarding or Proxy and other Issuer 
Materials, to conform to BYX and BZX Rules 13.3.
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    In sum, Rule 3.22 limits the circumstances in which a Member may 
vote a proxy without instructions from beneficial owners while Rule 
13.3 requires Members to transmit proxy materials and other 
communications to beneficial owners of securities. The Exchange notes 
the provisions of Exchange Rules 3.22 and 13.3 are substantially 
similar to BYX and BZX Rules 13.3 which also limits the circumstances 
in which a Member may vote a proxy and requires Members to transmit 
proxy materials to beneficial owners of securities. Nonetheless, the 
Exchange proposes to consolidate its proxy rules into a single Rule 
13.3 with minor revisions to make the rule identical to the 
corresponding BYX and BZX Rules 13.3. Each of these revisions are 
discussed below.
    First, the Exchange proposes to number the current text of Rule 
13.3 as paragraph (a) with the following modification: Remove reference 
to Rule 3.22 regarding the definition of ``designated investment 
adviser'' under Interpretation and Policy .01 as that rule is to be 
relocated to Rule 13.3 as described below.
    Second, the Exchange proposes to relocate Rule 3.22, Proxy Voting, 
in its entirety to Rule 13.3 as follows:
     Rule 3.22(a) would be renumbered as Rule 13.3(b) with a 
revision to subsections (ii) and (iii) to include the phrase ``such 
proxy is given'' in order to mirror BZX and BYX Rules 13.3(b). The rule 
would continue to prohibit Members from giving a proxy to vote stock 
that is registered in its name, unless: (i) Such Member is the 
beneficial owner of such stock; (ii) such proxy is given pursuant to 
the written instructions of the beneficial owner; or (iii) such proxy 
is given pursuant to the rules of any national securities exchange or 
association of which it is a member provided that the records of the 
Member clearly indicate the procedure it is following.
     Rule 3.22(b) would be renumbered as Rule 13.3(c) with a 
revision to replace a reference to ``SEC'' with ``Commission'' in order 
to mirror BZX and BYX Rules 13.3(c).
     Rule 3.22(c) would be renumbered as Rule 13.3(d) with a 
revision to replace a reference to ``Rule 13.3'' with paragraph (a) of 
this Rule as the current text of Rule 13.3 is proposed to be numbered 
as paragraph (a). As amended, Rule 13.3(d) would mirror BZX and BYX 
Rules 13.3(d).
     Interpretation and Policies to Rule 3.22 would be 
relocated in its entirety to Rule 13.3 with no changes.
    Other than as described above, the Exchange does not propose any 
additional changes to the relocated text of Rule 3.22. As amended, 
Exchange

[[Page 69260]]

Rule 13.3 would be identical to BYX and BZX Rules 13.3. The Exchange 
believes that the changes described above will help avoid confusion 
amongst Members of the Exchange that are also members of EDGA, BYX, and 
BZX by adopting identical rules across the BGM Affiliated Exchanges 
with regard to proxy delivery and beneficial owner voting.
2. Statutory Basis
    The Exchange believes that the proposed rule changes are consistent 
with the requirements of the Act and the rules and regulations 
thereunder that are applicable to a national securities exchange, and, 
in particular, with the requirements of Section 6(b) of the Act.\8\ 
Specifically, the proposed changes are consistent with Section 6(b)(5) 
of the Act,\9\ because they are designed to promote just and equitable 
principles of trade, 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. None of these 
changes alter the Exchange's current proxy delivery and voting 
requirements. Rather, as mentioned above, the proposed rule changes, 
combined with the planned filing for EDGA, would allow the BGM 
Affiliated Exchanges to provide an identical set of rules as it relates 
to proxy delivery and voting. Consistent rules, in turn, will simplify 
the regulatory requirements for Members of the Exchange that are also 
participants on EDGA, BYZ and/or BZX. The proposed rule change would 
provide greater harmonization between rules of similar purpose on the 
BGM Affiliated Exchanges, resulting in greater uniformity and less 
burdensome and more efficient regulatory compliance and understanding 
of Exchange Rules. As such, the proposed rule change would foster 
cooperation and coordination with persons engaged in facilitating 
transactions in securities and would remove impediments to and perfect 
the mechanism of a free and open market and a national market system. 
Similarly, the Exchange also believes that, by harmonizing the rules 
across each BGM Affiliated Exchange, the proposal will enhance the 
Exchange's ability to fairly and efficiently regulate its Members, 
meaning that the proposed rule change would promote just and equitable 
principles of trade in accordance with Section 6(b)(5) of the Act.\10\. 
[sic] Finally, the Exchange believes that the non-substantive changes 
discussed above will contribute to the protection of investors and the 
public interest by helping to avoid confusion with respect to Exchange 
Rules.
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    \8\ 15 U.S.C. 78f(b).
    \9\ 15 U.S.C. 78f(b)(5).
    \10\ Id.
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B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change will 
impose any burden on competition not necessary or appropriate in 
furtherance of the purposes of the Act. To the contrary, allowing the 
Exchange to implement identical rules across each of the BGM Affiliated 
Exchanges does not present any competitive issues, but rather is 
designed to provide greater harmonization among Exchange, BZX, BYX, and 
EDGA rules of similar purpose. The proposed rule change should, 
therefore, result in less burdensome and more efficient regulatory 
compliance as well as a better understanding of Exchange Rules for 
common members of the BGM Affiliated Exchanges.

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 foregoing proposed rule change does not: (A) 
Significantly affect the protection of investors or the public 
interest; (B) impose any significant burden on competition; and (C) 
become operative for 30 days from the date on which it was filed, or 
such shorter time as the Commission may designate, it has become 
effective pursuant to Section 19(b)(3)(A) of the Act \11\ and paragraph 
(f)(6) of Rule 19b-4 thereunder.\12\
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    \11\ 15 U.S.C. 78s(b)(3)(A).
    \12\ 17 CFR 240.19b-4(f)(6). As required under Rule 19b-
4(f)(6)(iii), the Exchange provided the Commission with written 
notice of its intent to file the proposed rule change, along with a 
brief description and the 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.
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    At any time within 60 days of the filing of the proposed rule 
change, the Commission summarily may temporarily suspend such rule 
change if it appears to the Commission that such action is: (1) 
Necessary or appropriate in the public interest; (2) for the protection 
of investors; or (3) 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-EDGX-2015-51 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-EDGX-2015-51. 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 such filing also will be available 
for inspection and copying at the principal office of the Exchange. All 
comments received will be posted without change; the Commission does 
not edit personal identifying information from submissions. You should 
submit only information that you wish to make available publicly. All 
submissions should refer to File Number SR-EDGX-2015-51, and should be 
submitted on or before November 30, 2015.


[[Page 69261]]


    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\13\
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    \13\ 17 CFR 200.30-3(a)(12).
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Brent J. Fields,
Secretary.
[FR Doc. 2015-28400 Filed 11-6-15; 8:45 am]
BILLING CODE 8011-01-P
Federal Register / Vol. 80, No. 216 / Monday, November 9, 2015 / Notices 69259

investors require a suspension of trading at www.batstrading.com, at the vote a proxy without instructions from
in the securities of the above-listed principal office of the Exchange, and at beneficial owners while Rule 13.3
companies. the Commission’s Public Reference requires Members to transmit proxy
Therefore, it is ordered, pursuant to Room. materials and other communications to
Section 12(k) of the Securities Exchange beneficial owners of securities. The
Act of 1934, that trading in the II. Self-Regulatory Organization’s
Exchange notes the provisions of
securities of the above-listed companies Statement of the Purpose of, and
Exchange Rules 3.22 and 13.3 are
is suspended for the period from 9:30 Statutory Basis for, the Proposed Rule
substantially similar to BYX and BZX
a.m. EST on November 5, 2015, through Change
Rules 13.3 which also limits the
11:59 p.m. EST on November 18, 2015. In its filing with the Commission, the circumstances in which a Member may
By the Commission. Exchange included statements vote a proxy and requires Members to
concerning the purpose of and basis for transmit proxy materials to beneficial
Jill M. Peterson,
the proposed rule change and discussed owners of securities. Nonetheless, the
Assistant Secretary.
any comments it received on the Exchange proposes to consolidate its
[FR Doc. 2015–28549 Filed 11–5–15; 11:15 am] proposed rule change. The text of these proxy rules into a single Rule 13.3 with
BILLING CODE 8011–01–P statements may be examined at the minor revisions to make the rule
places specified in Item IV below. The identical to the corresponding BYX and
Exchange has prepared summaries, set BZX Rules 13.3. Each of these revisions
SECURITIES AND EXCHANGE forth in Sections A, B, and C below, of
COMMISSION are discussed below.
the most significant parts of such First, the Exchange proposes to
[Release No. 34–76329; File No. SR–EDGX– statements. number the current text of Rule 13.3 as
2015–51] paragraph (a) with the following
A. Self-Regulatory Organization's
Statement of the Purpose of, and modification: Remove reference to Rule
Self-Regulatory Organizations; EDGX 3.22 regarding the definition of
Exchange, Inc.; Notice of Filing and Statutory Basis for, the Proposed Rule
Change ‘‘designated investment adviser’’ under
Immediate Effectiveness of a Proposed Interpretation and Policy .01 as that rule
Rule Change To Amend Rules 3.22, 1. Purpose is to be relocated to Rule 13.3 as
Proxy Voting, and 13.3, Forwarding of described below.
Proxy and Other Issuer Materials In early 2014, the Exchange and its
affiliate, EDGA Exchange, Inc. Second, the Exchange proposes to
November 3, 2015. (‘‘EDGA’’) received approval to effect a relocate Rule 3.22, Proxy Voting, in its
Pursuant to Section 19(b)(1) of the merger (the ‘‘Merger’’) of the Exchange’s entirety to Rule 13.3 as follows:
Securities Exchange Act of 1934 (the parent company, Direct Edge Holdings • Rule 3.22(a) would be renumbered
‘‘Act’’),1 and Rule 19b–4 thereunder,2 LLC, with BATS Global Markets, Inc., as Rule 13.3(b) with a revision to
notice is hereby given that on October the parent of BZX and the BATS Y- subsections (ii) and (iii) to include the
23, 2015, EDGX Exchange, Inc. (the Exchange, Inc. (‘‘BYX’’, together with phrase ‘‘such proxy is given’’ in order to
‘‘Exchange’’ or ‘‘EDGX’’) filed with the BZX, EDGA and EDGX, the ‘‘BGM mirror BZX and BYX Rules 13.3(b). The
Securities and Exchange Commission Affiliated Exchanges’’).6 In the context rule would continue to prohibit
(‘‘Commission’’) the proposed rule of the Merger, the BGM Affiliated Members from giving a proxy to vote
change as described in Items I and II Exchanges are working to align their stock that is registered in its name,
below, which Items have been prepared rules, retaining only intended unless: (i) Such Member is the
by the Exchange. The Exchange has differences between the BGM Affiliated beneficial owner of such stock; (ii) such
designated this proposal as a ‘‘non- Exchanges. proxy is given pursuant to the written
controversial’’ proposed rule change The Exchange provisions regarding instructions of the beneficial owner; or
pursuant to Section 19(b)(3)(A) of the proxy delivery and voting are currently (iii) such proxy is given pursuant to the
Act 3 and Rule 19b–4(f)(6)(iii) included in two separate rules—Rule rules of any national securities exchange
thereunder,4 which renders it effective 3.22 governing proxy voting, and Rule or association of which it is a member
upon filing with the Commission. The 13.3 governing the forwarding of proxy provided that the records of the Member
Commission is publishing this notice to and other issuer related materials. clearly indicate the procedure it is
solicit comments on the proposed rule Conversely, BZX and BYX rules following.
consolidate their proxy delivery and • Rule 3.22(b) would be renumbered
change from interested persons.
voting requirements into a single rule, as Rule 13.3(c) with a revision to replace
I. Self-Regulatory Organization’s Rule 13.3. Thus, the Exchange proposes a reference to ‘‘SEC’’ with
Statement of the Terms of Substance of to restructure and amend Rules 3.22, ‘‘Commission’’ in order to mirror BZX
the Proposed Rule Change Proxy Voting, and 13.3, Forwarding or and BYX Rules 13.3(c).
The Exchange filed a proposal to Proxy and other Issuer Materials, to • Rule 3.22(c) would be renumbered
restructure and amend Rules 3.22, Proxy conform to the corresponding rules of as Rule 13.3(d) with a revision to
Voting, and 13.3, Forwarding or [sic] BYX and BZX in order to provide a replace a reference to ‘‘Rule 13.3’’ with
Proxy and other Issuer Materials, to consistent rule set across each of the paragraph (a) of this Rule as the current
conform to the rules of BATS Exchange, BGM Affiliated Exchanges.7 text of Rule 13.3 is proposed to be
Inc. (‘‘BZX’’) and BATS Y-Exchange, In sum, Rule 3.22 limits the numbered as paragraph (a). As
Inc. (‘‘BYX’’).5 circumstances in which a Member may amended, Rule 13.3(d) would mirror
srobinson on DSK5SPTVN1PROD with NOTICES

The text of the proposed rule change BZX and BYX Rules 13.3(d).
is available at the Exchange’s Web site 6 See Securities Exchange Act Release No. 71449 • Interpretation and Policies to Rule
(January 30, 2014), 79 FR 6961 (February 5, 2014) 3.22 would be relocated in its entirety
1 15
(SR–EDGX–2013–43; SR–EDGA–2013–34). to Rule 13.3 with no changes.
U.S.C. 78s(b)(1). 7 The Exchange notes that EDGA intends to file
2 17 CFR 240.19b–4. Other than as described above, the
an identical proposal with the Commission to
3 15 U.S.C. 78s(b)(3)(A).
restructure and amend its Rules 3.22. Proxy Voting,
Exchange does not propose any
4 17 CFR 240.19b–4(f)(6)(iii).
and 13.3, Forwarding or Proxy and other Issuer additional changes to the relocated text
5 See BYX and BZX Rule 13.3. Materials, to conform to BYX and BZX Rules 13.3. of Rule 3.22. As amended, Exchange

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69260 Federal Register / Vol. 80, No. 216 / Monday, November 9, 2015 / Notices

Rule 13.3 would be identical to BYX non-substantive changes discussed to determine whether the proposed rule
and BZX Rules 13.3. The Exchange above will contribute to the protection should be approved or disapproved.
believes that the changes described of investors and the public interest by
above will help avoid confusion helping to avoid confusion with respect IV. Solicitation of Comments
amongst Members of the Exchange that to Exchange Rules. Interested persons are invited to
are also members of EDGA, BYX, and submit written data, views, and
B. Self-Regulatory Organization's
BZX by adopting identical rules across
Statement on Burden on Competition arguments concerning the foregoing,
the BGM Affiliated Exchanges with
The Exchange does not believe that including whether the proposed rule
regard to proxy delivery and beneficial
owner voting. the proposed rule change will impose change is consistent with the Act.
any burden on competition not Comments may be submitted by any of
2. Statutory Basis necessary or appropriate in furtherance the following methods:
The Exchange believes that the of the purposes of the Act. To the
Electronic Comments
proposed rule changes are consistent contrary, allowing the Exchange to
with the requirements of the Act and the implement identical rules across each of • Use the Commission’s Internet
rules and regulations thereunder that the BGM Affiliated Exchanges does not comment form (http://www.sec.gov/
are applicable to a national securities present any competitive issues, but rules/sro.shtml); or
exchange, and, in particular, with the rather is designed to provide greater
requirements of Section 6(b) of the Act.8 harmonization among Exchange, BZX, • Send an email to rule-comments@
Specifically, the proposed changes are BYX, and EDGA rules of similar sec.gov. Please include File Number SR–
consistent with Section 6(b)(5) of the purpose. The proposed rule change EDGX–2015–51 on the subject line.
Act,9 because they are designed to should, therefore, result in less Paper Comments
promote just and equitable principles of burdensome and more efficient
trade, to remove impediments to, and regulatory compliance as well as a better • Send paper comments in triplicate
perfect the mechanism of, a free and understanding of Exchange Rules for to Brent J. Fields, Secretary, Securities
open market and a national market common members of the BGM Affiliated and Exchange Commission, 100 F Street
system, and, in general, to protect Exchanges. NE., Washington, DC 20549–1090.
investors and the public interest. None
C. Self-Regulatory Organization's All submissions should refer to File
of these changes alter the Exchange’s
Statement on Comments on the Number SR–EDGX–2015–51. This file
current proxy delivery and voting
Proposed Rule Change Received From number should be included on the
requirements. Rather, as mentioned
Members, Participants, or Others subject line if email is used. To help the
above, the proposed rule changes,
combined with the planned filing for The Exchange has neither solicited Commission process and review your
EDGA, would allow the BGM Affiliated nor received written comments on the comments more efficiently, please use
Exchanges to provide an identical set of proposed rule change. only one method. The Commission will
rules as it relates to proxy delivery and III. Date of Effectiveness of the post all comments on the Commission’s
voting. Consistent rules, in turn, will Proposed Rule Change and Timing for Internet Web site (http://www.sec.gov/
simplify the regulatory requirements for Commission Action rules/sro.shtml). Copies of the
Members of the Exchange that are also submission, all subsequent
participants on EDGA, BYZ and/or BZX. Because the foregoing proposed rule
change does not: (A) Significantly affect amendments, all written statements
The proposed rule change would with respect to the proposed rule
provide greater harmonization between the protection of investors or the public
interest; (B) impose any significant change that are filed with the
rules of similar purpose on the BGM Commission, and all written
Affiliated Exchanges, resulting in burden on competition; and (C) become
operative for 30 days from the date on communications relating to the
greater uniformity and less burdensome
which it was filed, or such shorter time proposed rule change between the
and more efficient regulatory
as the Commission may designate, it has Commission and any person, other than
compliance and understanding of
Exchange Rules. As such, the proposed become effective pursuant to Section those that may be withheld from the
rule change would foster cooperation 19(b)(3)(A) of the Act 11 and paragraph public in accordance with the
and coordination with persons engaged (f)(6) of Rule 19b–4 thereunder.12 provisions of 5 U.S.C. 552, will be
At any time within 60 days of the available for Web site viewing and
in facilitating transactions in securities
filing of the proposed rule change, the printing in the Commission’s Public
and would remove impediments to and
Commission summarily may Reference Room, 100 F Street NE.,
perfect the mechanism of a free and temporarily suspend such rule change if
open market and a national market Washington, DC 20549 on official
it appears to the Commission that such business days between the hours of
system. Similarly, the Exchange also action is: (1) Necessary or appropriate in
believes that, by harmonizing the rules 10:00 a.m. and 3:00 p.m. Copies of such
the public interest; (2) for the protection
across each BGM Affiliated Exchange, filing also will be available for
of investors; or (3) otherwise in
the proposal will enhance the furtherance of the purposes of the Act. inspection and copying at the principal
Exchange’s ability to fairly and If the Commission takes such action, the office of the Exchange. All comments
efficiently regulate its Members, Commission shall institute proceedings received will be posted without change;
meaning that the proposed rule change the Commission does not edit personal
srobinson on DSK5SPTVN1PROD with NOTICES

would promote just and equitable 11 15 U.S.C. 78s(b)(3)(A). identifying information from
principles of trade in accordance with 12 17 CFR 240.19b–4(f)(6). As required under Rule submissions. You should submit only
Section 6(b)(5) of the Act.10. [sic] 19b–4(f)(6)(iii), the Exchange provided the information that you wish to make
Finally, the Exchange believes that the Commission with written notice of its intent to file
the proposed rule change, along with a brief available publicly. All submissions
8 15
description and the text of the proposed rule should refer to File Number SR–EDGX–
U.S.C. 78f(b). change, at least five business days prior to the date
9 15
2015–51, and should be submitted on or
U.S.C. 78f(b)(5). of filing of the proposed rule change, or such
10 Id. shorter time as designated by the Commission.
before November 30, 2015.

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Federal Register / Vol. 80, No. 216 / Monday, November 9, 2015 / Notices 69261

For the Commission, by the Division of II. Self-Regulatory Organization’s Within the Overview section of the
Trading and Markets, pursuant to delegated Statement of the Purpose of, and RMF, ICC refined the Business
authority.13 Statutory Basis for, the Proposed Rule Overview details to more accurately
Brent J. Fields, Change describe the business operations of
Secretary. In its filing with the Commission, ICC Intercontinental Exchange, Inc. and ICC.
ICC made edits to the Governance and
[FR Doc. 2015–28400 Filed 11–6–15; 8:45 am] included statements concerning the
Organization section of the RMF to more
BILLING CODE 8011–01–P purpose of and basis for the proposed
fully describe which topics the Risk
rule change and discussed any
Committee is responsible to advise the
comments it received on the proposed
Board. The list of documents reviewed
SECURITIES AND EXCHANGE rule change. The text of these statements
by the Risk Committee on at least an
COMMISSION may be examined at the places specified annual basis was revised to include the
in Item IV below. ICC has prepared ICC Risk Management Model
[Release No. 34–76331; File No. SR–ICC– summaries, set forth in sections A, B Description Document, the ICC Treasury
2015–017] and C below, of the most significant Operations Policies and Procedures, and
aspects of these statements. the ICC Liquidity Risk Management
Self-Regulatory Organizations; ICE A. Self-Regulatory Organization's Framework. The Risk Working Group
Clear Credit LLC; Notice of Filing of Statement of the Purpose of, and (‘‘RWG’’) description was updated to
Proposed Rule Change To Revise the Statutory Basis for, the Proposed Rule note that the group consists of risk
ICC Risk Management Framework and Change personnel from ICC Clearing
ICC Treasury Operations Policies and Participants (‘‘CPs’’), and to clarify that
ICC proposes reorganizing the ICC
Procedures, and Adopt the ICC Risk the RWG is responsible for reviewing
RMF in response to a CFTC
Management Model Description ICC’s risk philosophy and
recommendation regarding
Document recommending changes to ICC’s RMF.
improvements related to the governance The validation function of the risk
November 3, 2015. of ICC’s risk management philosophy and tolerance was removed
documentation. Specifically, ICC from the list of RWG responsibilities, as
Pursuant to Section 19(b)(1) of the proposes organizational and clarifying
Securities Exchange Act of 1934 such functions are the ultimate
edits to the RMF and the Treasury responsibility of the Board. The
(‘‘Act’’) 1 and Rule 19b–4 thereunder 2 Operations Policies and Procedures, and
notice is hereby given that on October Advisory Committee description was
proposes adopting a new Risk updated to note that the committee is
20, 2015, ICE Clear Credit LLC (‘‘ICC’’) Management Model Description comprised of representatives of up to
filed with the Securities and Exchange Document. ICC believes such revisions twelve clients/customers of ICC CPs
Commission (‘‘Commission’’) the will facilitate the prompt and accurate (currently there are twelve client/
proposed rule change as described in clearance and settlement of securities customer members). The CDS Default
Items I, II, and III below, which Items transactions and derivative agreements, Committee description was updated to
have been prepared primarily by ICC. contracts, and transactions for which it note that the committee is comprised of
The Commission is publishing this is responsible. The proposed revisions representatives from ICC CPs on a
notice to solicit comments on the are described in detail as follows. rotating basis and to remove reference to
proposed rule change from interested ICC moved the Collateral Assets Risk a duty to provide feedback on ICC’s
persons. Management Framework appendix from RMF and parameters because the CDS
the RMF to the Treasury Operations Default Committee is only convened
I. Self-Regulatory Organization’s Policies and Procedures. Accordingly, upon the declaration of a default. The
Statement of the Terms of Substance of references throughout the RMF to the committee description was enhanced to
the Proposed Rule Change Collateral Assets Risk Management note that, as the CDS Default Committee
Framework appendix were updated to assists ICC in determining and
ICC proposes reorganizing the ICC refer instead to the Treasury Operations
Risk Management Framework (‘‘RMF’’) managing Minimum Target Prices for
Policies and Procedures. ICC moved auctioned portfolios related to a default,
in response to a recommendation from appendices containing technical risk
the Commodity Futures Trading the committee oversees necessary
management information (formerly, auction(s) as well as the process to re-
Commission (‘‘CFTC’’) regarding RMF Appendices 3–5) to the new ICC establish a matched book. The Risk
improvements related to the governance Risk Management Model Description Management Organization section was
of ICC’s risk management Document. Accordingly, references updated to remove outdated language
documentation. Specifically, ICC throughout the RMF to these appendices stating that the Risk Management
proposes organizational and clarifying were updated to refer to the Risk Department conducts an annual review
edits to the RMF and the Treasury Management Model Description of ICC’s Risk Management Framework
Operations Policies and Procedures, and Document. Policy Statement and submits proposed
proposes adopting a new Risk ICC also made general updates and changes to the RWG, Risk Committee,
Management Model Description edits throughout the RMF for clarity and and Board. Further, the section was
Document. These revisions do not consistency. Such edits include updated to remove reference to the Risk
require any changes to the ICC Clearing correcting verb tenses, adopting Management Department being
Rules (‘‘Rules’’). Additionally, the edits consistent abbreviations, and adjusting
srobinson on DSK5SPTVN1PROD with NOTICES

responsible for ICC’s intellectual capital
are not substantive and do not affect the sentence order to assure logical and personnel, while creating,
nature of ICC’s risk management presentation and word flow, and to use implementing and maintaining ICC’s
program. more concise, succinct language. ICC risk management policies.
also made additional clarifying edits, as ICC made edits to the Product
13 17 CFR 200.30–3(a)(12). described below. The edits are not Summary section of the RMF. ICC
1 15 U.S.C. 78s(b)(1). substantive and do not affect the nature clarified language to refer to Index CDS
2 17 CFR 240.19b–4. of ICC’s risk management program. Instruments (as opposed to Index

VerDate Sep<11>2014 19:52 Nov 06, 2015 Jkt 238001 PO 00000 Frm 00074 Fmt 4703 Sfmt 4703 E:\FR\FM\09NON1.SGM 09NON1
Document Created: 2015-12-14 15:05:11
Document Modified: 2015-12-14 15:05:11
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 69259