80_FR_79881 80 FR 79636 - Self-Regulatory Organizations; BATS Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change to Rule 13.3, Forwarding of Proxy and Other Issuer Materials; Proxy Voting

80 FR 79636 - Self-Regulatory Organizations; BATS Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change to Rule 13.3, Forwarding of Proxy and Other Issuer Materials; Proxy Voting

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 80, Issue 245 (December 22, 2015)

Page Range79636-79638
FR Document2015-32045

Federal Register, Volume 80 Issue 245 (Tuesday, December 22, 2015) 
[Federal Register Volume 80, Number 245 (Tuesday, December 22, 2015)]
[Notices]
[Pages 79636-79638]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2015-32045]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-76664; File No. SR-BATS-2015-110]


Self-Regulatory Organizations; BATS Exchange, Inc.; Notice of 
Filing and Immediate Effectiveness of a Proposed Rule Change to Rule 
13.3, Forwarding of Proxy and Other Issuer Materials; Proxy Voting

December 16, 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 December 2, 2015, BATS Exchange, Inc. (the ``Exchange'' or 
``BATS'') 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) 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).
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange is proposing to amend paragraph (a) of Rule 13.3, 
Forwarding or Proxy and other Issuer Materials; Proxy Voting, to 
conform to the rules of EDGA Exchange, Inc. (``EDGA'') and EDGX 
Exchange, Inc. (``EDGX'').\5\
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    \5\ See Securities Exchange Act Release Nos. 76329 (November 3, 
2015), 80 FR 69259 (November 9, 2015); 76330 (November 3, 2015), 80 
FR 69264 (November 9, 2015) (SR-EDGX-2015-51; SR-EDGA-2015-41).
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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, BATS Y-Exchange, 
Inc. (``BYX''), received approval to effect a merger (the ``Merger'') 
of the Exchange's parent company, BATS Global Markets, Inc., with 
Direct Edge Holdings LLC, the indirect parent of EDGX and EDGA 
(together with BZX, BYX 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. 71375 (January 23, 
2014), 79 FR 4771 (January 29, 2014) (SR-BATS-2013-059; SR-BYX-2013-
039).
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    EDGA and EDGX recently filed proposed rule changes with the 
Commission to restructure and amend their Rules 3.22. Proxy Voting, and 
13.3, Forwarding of Proxy and Other Issuer Materials, to conform to BYX 
and BZX Rule 13.3.\7\ In order to provide a consistent rule set across 
each of the

[[Page 79637]]

BGM Affiliated Exchanges, the Exchange proposes to amend paragraph (a) 
of Rule 13.3, Forwarding of Proxy and Other Issuer Materials; Proxy 
Voting, to make two revisions to conform to the recently amended rules 
of EDGA and EDGX.\8\
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    \7\ See supra note 3.
    \8\ The Exchange notes that BYX intends to file an identical 
proposal with the Commission to amend paragraph (a) of Rule 13.3, 
Forwarding of Proxy and Other Issuer Materials; Proxy Voting, to 
conform to the rules of EDGA and EDGX.
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    In sum, paragraph (a) of Rule 13.3 requires Members to transmit 
proxy materials and other communications to beneficial owners of 
securities. The Exchange notes paragraph (a) of Rule 13.3 is 
substantially similar to EDGA and EDGX Rules 13.3(a) which also 
requires Members to transmit proxy materials to beneficial owners of 
securities. Nonetheless, the Exchange proposes two revisions to make 
the rule identical to the corresponding amended EDGA and EDGX Rules 
13.3(a). These revisions to paragraph (a) of Rule 13.3 are: (i) 
Pluralize the reference to ``proxy material'' in the first sentence; 
and (ii) specify that the ``designated investment advisor'' is defined 
in Interpretation and Policy .01 to this Rule 13.3. Otherwise, the 
Exchange does not propose any additional changes to Rule 3.22. As 
amended, Exchange Rule 13.3 would be identical to amended EDGA and EDGX 
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 EDGX by adopting identical rules across the 
BGM Affiliated Exchanges with regard to proxy delivery.
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.\9\ 
Specifically, the proposed changes are consistent with Section 6(b)(5) 
of the Act,\10\ 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 BYX, 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 EDGX. 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.\11\. 
[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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    \9\ 15 U.S.C. 78f(b).
    \10\ 15 U.S.C. 78f(b)(5).
    \11\ 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, EDGX, 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 \12\ and paragraph 
(f)(6) of Rule 19b-4 thereunder.\13\
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    \12\ 15 U.S.C. 78s(b)(3)(A).
    \13\ 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-BATS-2015-110 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-BATS-2015-110. 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

[[Page 79638]]

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-BATS-2015-110, and should be 
submitted on or before January 12, 2016.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\14\
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    \14\ 17 CFR 200.30-3(a)(12).
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Robert W. Errett,
Deputy Secretary.
[FR Doc. 2015-32045 Filed 12-21-15; 8:45 am]
BILLING CODE 8011-01-P

79636 Federal Register / Vol. 80, No. 245 / Tuesday, December 22, 2015 / Notices was maintained by FINRA Dispute it with additional flexibility to manage I. Self-Regulatory Organization’s Resolution before the merger, will be its board committee assignments and Statement of the Terms of Substance of maintained by FINRA Regulation, and meet the compositional requirements the Proposed Rule Change the composition of the NAMC will not under the FINRA Regulation By-Laws. The Exchange is proposing to amend change. At least 50 percent of the The Commission notes that following paragraph (a) of Rule 13.3, Forwarding members must be non-industry the increase, the FINRA Regulation or Proxy and other Issuer Materials; members. The Commission believes that board compositional requirements will Proxy Voting, to conform to the rules of the foregoing should help to ensure the continue to provide for the fair EDGA Exchange, Inc. (‘‘EDGA’’) and maintenance of a fair and neutral forum. representation of FINRA’s members and EDGX Exchange, Inc. (‘‘EDGX’’).5 With respect to concerns raised by the numerical dominance of public The text of the proposed rule change commenters regarding the public directors, consistent with the is available at the Exchange’s Web site perception of fairness if the merger is requirements of the Act. at www.batstrading.com, at the approved, the Commission notes that principal office of the Exchange, and at the dispute resolution forum will V. Conclusion the Commission’s Public Reference continue to be subject to the same It is therefore ordered, pursuant to Room. Commission oversight as other Section 19(b)(2) of the Act,60 that the departments of FINRA, which includes II. Self-Regulatory Organization’s proposed rule change (SR–FINRA– Statement of the Purpose of, and the requirement to file all rule changes, 2015–034), be, and hereby is, approved. which include changes to the By-Laws, Statutory Basis for, the Proposed Rule with the Commission,57 and the forum For the Commission, by the Division of Change Trading and Markets, pursuant to delegated will continue to be subject to In its filing with the Commission, the authority.61 inspections by the Commission and by Exchange included statements Robert W. Errett, the Government Accountability Office, concerning the purpose of and basis for which performs audits at the request of Deputy Secretary. the proposed rule change and discussed the United States Congress.58 In [FR Doc. 2015–32051 Filed 12–21–15; 8:45 am] any comments it received on the addition, the Commission expects BILLING CODE 8011–01–P proposed rule change. The text of these FINRA to continue to work closely with statements may be examined at the investors, members, and other interested places specified in Item IV below. The parties in looking at ways to strengthen SECURITIES AND EXCHANGE Exchange has prepared summaries, set the dispute resolution process and serve COMMISSION forth in Sections A, B, and C below, of the needs of the investing public, and to the most significant parts of such consider any recommendations raised [Release No. 34–76664; File No. SR–BATS– statements. by its Dispute Resolution Task Force 59 2015–110] A. Self-Regulatory Organization’s for improving the effectiveness, Statement of the Purpose of, and transparency, impartiality and Self-Regulatory Organizations; BATS Exchange, Inc.; Notice of Filing and Statutory Basis for, the Proposed Rule efficiency of its arbitration forums. Change PIABA also questioned the actual cost Immediate Effectiveness of a Proposed savings generated by the proposed Rule Change to Rule 13.3, Forwarding 1. Purpose merger. FINRA indicated that the of Proxy and Other Issuer Materials; In early 2014, the Exchange and its merger will reduce unnecessary Proxy Voting affiliate, BATS Y-Exchange, Inc. administrative burdens that result from December 16, 2015. (‘‘BYX’’), received approval to effect a the need to maintain separate legal merger (the ‘‘Merger’’) of the Exchange’s entities, such as costs and resources Pursuant to Section 19(b)(1) of the parent company, BATS Global Markets, associated with complying with Securities Exchange Act of 1934 (the Inc., with Direct Edge Holdings LLC, the multiple-entity regulatory and tax ‘‘Act’’),1 and Rule 19b–4 thereunder,2 indirect parent of EDGX and EDGA filings and maintaining separate notice is hereby given that on December (together with BZX, BYX and EDGX, the accounting protocols. The merger will 2, 2015, BATS Exchange, Inc. (the ‘‘BGM Affiliated Exchanges’’).6 In the allow FINRA to streamline its ‘‘Exchange’’ or ‘‘BATS’’) filed with the context of the Merger, the BGM operational procedures and re-allocate Securities and Exchange Commission Affiliated Exchanges are working to staff involved in such processes, which (‘‘Commission’’) the proposed rule align their rules, retaining only intended should make FINRA’s operations more change as described in Items I and II differences between the BGM Affiliated efficient. below, which Items have been prepared Exchanges. FINRA states that the increase to the by the Exchange. The Exchange has EDGA and EDGX recently filed maximum number of FINRA Regulation designated this proposal as a ‘‘non- proposed rule changes with the board seats from 15 to 17 will provide controversial’’ proposed rule change Commission to restructure and amend pursuant to Section 19(b)(3)(A) of the their Rules 3.22. Proxy Voting, and 13.3, 57 The arbitration program and services will Act 3 and Rule 19b–4(f)(6) thereunder,4 Forwarding of Proxy and Other Issuer continue to be governed by the FINRA Codes of which renders it effective upon filing Materials, to conform to BYX and BZX Arbitration Procedure and the mediation program with the Commission. The Commission and services by the FINRA Code of Mediation Rule 13.3.7 In order to provide a Procedure. See FINRA Rule 12000, 13000 and is publishing this notice to solicit consistent rule set across each of the 14000 Series. comments on the proposed rule change mstockstill on DSK4VPTVN1PROD with NOTICES 58 See Notice, supra note 3, at 61547. Moreover, from interested persons. 5 See Securities Exchange Act Release Nos. 76329 FINRA has represented that a decision not to take (November 3, 2015), 80 FR 69259 (November 9, enforcement action against a member has no 60 15 2015); 76330 (November 3, 2015), 80 FR 69264 U.S.C. 78s(b)(2). (November 9, 2015) (SR–EDGX–2015–51; SR– evidentiary weight and further, that FINRA would 61 17 consider it unethical and potentially misleading to CFR 200.30–3(a)(12). EDGA–2015–41). 1 15 U.S.C. 78s(b)(1). suggest that such a determination is probative 6 See Securities Exchange Act Release No. 71375 2 17 CFR 240.19b–4. evidence in a dispute on the merits of a related (January 23, 2014), 79 FR 4771 (January 29, 2014) claim. 3 15 U.S.C. 78s(b)(3)(A). (SR–BATS–2013–059; SR–BYX–2013–039). 59 See supra note 43. 4 17 CFR 240.19b–4(f)(6). 7 See supra note 3. VerDate Sep<11>2014 17:21 Dec 21, 2015 Jkt 238001 PO 00000 Frm 00082 Fmt 4703 Sfmt 4703 E:\FR\FM\22DEN1.SGM 22DEN1

Federal Register / Vol. 80, No. 245 / Tuesday, December 22, 2015 / Notices 79637 BGM Affiliated Exchanges, the Exchanges to provide an identical set of III. Date of Effectiveness of the Exchange proposes to amend paragraph rules as it relates to proxy delivery and Proposed Rule Change and Timing for (a) of Rule 13.3, Forwarding of Proxy voting. Consistent rules, in turn, will Commission Action and Other Issuer Materials; Proxy simplify the regulatory requirements for Because the foregoing proposed rule Voting, to make two revisions to Members of the Exchange that are also change does not: (A) Significantly affect conform to the recently amended rules participants on EDGA, BYZ and/or the protection of investors or the public of EDGA and EDGX.8 EDGX. The proposed rule change would interest; (B) impose any significant In sum, paragraph (a) of Rule 13.3 provide greater harmonization between burden on competition; and (C) become requires Members to transmit proxy rules of similar purpose on the BGM operative for 30 days from the date on materials and other communications to Affiliated Exchanges, resulting in which it was filed, or such shorter time beneficial owners of securities. The greater uniformity and less burdensome as the Commission may designate, it has Exchange notes paragraph (a) of Rule and more efficient regulatory become effective pursuant to Section 13.3 is substantially similar to EDGA compliance and understanding of 19(b)(3)(A) of the Act 12 and paragraph and EDGX Rules 13.3(a) which also Exchange Rules. As such, the proposed (f)(6) of Rule 19b–4 thereunder.13 requires Members to transmit proxy rule change would foster cooperation At any time within 60 days of the materials to beneficial owners of and coordination with persons engaged filing of the proposed rule change, the securities. Nonetheless, the Exchange in facilitating transactions in securities Commission summarily may proposes two revisions to make the rule and would remove impediments to and temporarily suspend such rule change if identical to the corresponding amended perfect the mechanism of a free and it appears to the Commission that such EDGA and EDGX Rules 13.3(a). These open market and a national market action is: (1) Necessary or appropriate in revisions to paragraph (a) of Rule 13.3 system. Similarly, the Exchange also the public interest; (2) for the protection are: (i) Pluralize the reference to ‘‘proxy believes that, by harmonizing the rules of investors; or (3) otherwise in material’’ in the first sentence; and (ii) across each BGM Affiliated Exchange, furtherance of the purposes of the Act. specify that the ‘‘designated investment the proposal will enhance the If the Commission takes such action, the advisor’’ is defined in Interpretation and Exchange’s ability to fairly and Policy .01 to this Rule 13.3. Otherwise, Commission shall institute proceedings efficiently regulate its Members, to determine whether the proposed rule the Exchange does not propose any meaning that the proposed rule change additional changes to Rule 3.22. As should be approved or disapproved. would promote just and equitable amended, Exchange Rule 13.3 would be principles of trade in accordance with IV. Solicitation of Comments identical to amended EDGA and EDGX Section 6(b)(5) of the Act.11. [sic] Interested persons are invited to Rules 13.3. The Exchange believes that Finally, the Exchange believes that the submit written data, views, and the changes described above will help non-substantive changes discussed arguments concerning the foregoing, avoid confusion amongst Members of above will contribute to the protection including whether the proposed rule the Exchange that are also members of of investors and the public interest by change is consistent with the Act. EDGA, BYX, and EDGX by adopting helping to avoid confusion with respect Comments may be submitted by any of identical rules across the BGM to Exchange Rules. the following methods: Affiliated Exchanges with regard to proxy delivery. B. Self-Regulatory Organization’s Electronic Comments Statement on Burden on Competition • Use the Commission’s Internet 2. Statutory Basis The Exchange does not believe that comment form (http://www.sec.gov/ The Exchange believes that the the proposed rule change will impose rules/sro.shtml); or proposed rule changes are consistent • Send an email to rule-comments@ with the requirements of the Act and the any burden on competition not necessary or appropriate in furtherance sec.gov. Please include File Number SR– rules and regulations thereunder that of the purposes of the Act. To the BATS–2015–110 on the subject line. are applicable to a national securities exchange, and, in particular, with the contrary, allowing the Exchange to Paper Comments requirements of Section 6(b) of the Act.9 implement identical rules across each of the BGM Affiliated Exchanges does not • Send paper comments in triplicate Specifically, the proposed changes are to Brent J. Fields, Secretary, Securities consistent with Section 6(b)(5) of the present any competitive issues, but rather is designed to provide greater and Exchange Commission, 100 F Street Act,10 because they are designed to NE., Washington, DC 20549–1090. promote just and equitable principles of harmonization among Exchange, EDGX, BYX, and EDGA rules of similar All submissions should refer to File trade, to remove impediments to, and purpose. The proposed rule change Number SR–BATS–2015–110. This file perfect the mechanism of, a free and should, therefore, result in less number should be included on the open market and a national market burdensome and more efficient subject line if email is used. To help the system, and, in general, to protect regulatory compliance as well as a better Commission process and review your investors and the public interest. None understanding of Exchange Rules for comments more efficiently, please use of these changes alter the Exchange’s common members of the BGM Affiliated only one method. The Commission will current proxy delivery and voting Exchanges. post all comments on the Commission’s requirements. Rather, as mentioned Internet Web site (http://www.sec.gov/ above, the proposed rule changes, C. Self-Regulatory Organization’s rules/sro.shtml). Copies of the combined with the planned filing for Statement on Comments on the mstockstill on DSK4VPTVN1PROD with NOTICES BYX, would allow the BGM Affiliated Proposed Rule Change Received From 12 15 U.S.C. 78s(b)(3)(A). Members, Participants, or Others 13 17 CFR 240.19b–4(f)(6). As required under Rule 8 The Exchange notes that BYX intends to file an 19b–4(f)(6)(iii), the Exchange provided the identical proposal with the Commission to amend The Exchange has neither solicited Commission with written notice of its intent to file paragraph (a) of Rule 13.3, Forwarding of Proxy and nor received written comments on the the proposed rule change, along with a brief Other Issuer Materials; Proxy Voting, to conform to description and the text of the proposed rule the rules of EDGA and EDGX. proposed rule change. change, at least five business days prior to the date 9 15 U.S.C. 78f(b). of filing of the proposed rule change, or such 10 15 U.S.C. 78f(b)(5). 11 Id. shorter time as designated by the Commission. VerDate Sep<11>2014 17:21 Dec 21, 2015 Jkt 238001 PO 00000 Frm 00083 Fmt 4703 Sfmt 4703 E:\FR\FM\22DEN1.SGM 22DEN1

79638 Federal Register / Vol. 80, No. 245 / Tuesday, December 22, 2015 / Notices submission, all subsequent FILING DATE: The application was filed experienced a total of $1.1 billion in amendments, all written statements on December 16, 2015. estimated net outflows for the year to with respect to the proposed rule HEARING OR NOTIFICATION OF HEARING: date through December 9, 2015, which change that are filed with the Interested persons may request a was more than 145% of its remaining Commission, and all written hearing by writing to the Commission’s net asset value at that date. In November communications relating to the Secretary and serving Applicants with a 2015, the Fund experienced a total of proposed rule change between the copy of the request, personally or by $317 million in estimated net Commission and any person, other than mail. Hearing requests should be redemptions, and the Fund’s those that may be withheld from the received by the Commission by 5:30 Institutional Class net asset value per public in accordance with the p.m. on January 7, 2016, and should be share fell from $7.81 to $7.08 and its provisions of 5 U.S.C. 552, will be accompanied by proof of service on Retail Class net asset value per share fell available for Web site viewing and Applicants, in the form of an affidavit from $7.82 to $7.09. printing in the Commission’s Public or, for lawyers, a certificate of service. 5. The ongoing reduction in liquidity Reference Room, 100 F Street NE., Hearing requests should state the nature in the Fund’s portfolio securities is Washington, DC 20549 on official of the writer’s interest, any facts bearing related to a number of factors, including business days between the hours of upon the desirability of a hearing on the an imbalance between selling interest 10:00 a.m. and 3:00 p.m. Copies of such matter, the reason for the request, and and buying interest. The Fund increased filing also will be available for the issues contested. Persons who wish its cash position to over $200 million by inspection and copying at the principal to be notified of a hearing may request early December 2015 in anticipation of office of the Exchange. All comments notification by writing to the tax selling and other redemptions. received will be posted without change; 6. During this period, Fund Commission’s Secretary. the Commission does not edit personal management also kept the Board of ADDRESSES: Secretary, U.S. Securities identifying information from Trustees of the Trust (the ‘‘Board’’) and Exchange Commission, 100 F Street informed and reevaluated contingency submissions. You should submit only NE., Washington, DC 20549–1090. information that you wish to make plans. On December 9, 2015, after Applicants, c/o Third Avenue considering the environment the Fund available publicly. All submissions Management LLC 622 Third Avenue, should refer to File Number SR–BATS– was in and the likelihood that 32nd Floor, New York, NY 10017. incremental sales of portfolio securities 2015–110, and should be submitted on FOR FURTHER INFORMATION CONTACT: or before January 12, 2016. to satisfy additional redemptions would David Joire, Senior Special Counsel, at have to be made at prices that would For the Commission, by the Division of (202) 551–6866 (Division of Investment unfairly disadvantage all remaining Trading and Markets, pursuant to delegated Management, Chief Counsel’s Office). shareholders, the Board determined that authority.14 SUPPLEMENTARY INFORMATION: The the fairest action on behalf of all Robert W. Errett, complete application may be obtained shareholders would be to adopt a plan Deputy Secretary. via the Commission’s Web site by of liquidation. The Board determined to [FR Doc. 2015–32045 Filed 12–21–15; 8:45 am] searching for the file number, or for an implement this plan by placing the BILLING CODE 8011–01–P applicant using the Company name box, remaining noncash assets in a at http://www.sec.gov/search/ liquidating trust for the benefit of all search.htm or by calling (202) 551– Fund shareholders and distributing SECURITIES AND EXCHANGE 8090. available cash. Relief from the COMMISSION Commission in connection with the Background plan’s implementation was not sought [Release No. IC–31943; 812–14593] 1. The Adviser is the investment by the Fund and the Adviser. adviser to the Fund. The Adviser is a 7. On December 9, 2015, the Board Third Avenue Trust and Third Avenue Delaware limited liability company that adopted a plan of liquidation for the Management LLC; Notice of is registered as an investment adviser Fund (the ‘‘Plan of Liquidation’’), Application and Temporary Order under the Investment Advisers Act of pursuant to which the Board declared December 16, 2015. 1940. The Adviser managed assets of two distributions, one of the remaining approximately $8 billion as of net cash and one of the beneficial AGENCY: Securities and Exchange September 30, 2015. interests in a liquidating trust Commission (‘‘Commission’’). 2. The Trust is a Delaware statutory (‘‘Liquidating Trust’’). These ACTION: Notice of application and a trust and is registered with the distributions were scheduled to be paid temporary order under Section 22(e)(3) Commission under the 1940 Act as an on December 16, 2015. Interests in the of the Investment Company Act of 1940 open-end management investment Liquidating Trust would not trade and (the ‘‘Act’’). company with five series. Each series of would, in general, be transferable only the Trust has a different investment by operation of law. The Adviser would SUMMARY OF APPLICATION: Applicants objective and different investment manage the Liquidating Trust’s assets request a temporary order to permit policies. The Fund is one such series. without charge and there would be Third Avenue Focused Credit Fund (the 3. The Fund is a non-diversified open- periodic distributions from the ‘‘Fund’’), a series of Third Avenue Trust end investment company. Its investment Liquidating Trust as income is received (the ‘‘Trust’’), to suspend the right of objective is to seek long-term total and assets are sold at fair prices. All redemption of its outstanding mstockstill on DSK4VPTVN1PROD with NOTICES return, which may include investment redemption requests as of December 9, redeemable securities. returns from a combination of sources 2015, were met by the Fund and the APPLICANTS: The Trust, on behalf of the including capital appreciation, fees and sales of the shares of the Fund were Fund, and Third Avenue Management interest income. suspended as of December 10, 2015. LLC (the ‘‘Adviser,’’ together with the 4. The Fund has been subject to a 8. Upon announcement of the Plan of Trust, the ‘‘Applicants’’). significant level of redemption requests Liquidation, the Commission staff by the Fund’s investors over the past six expressed concerns during discussions 14 17 CFR 200.30–3(a)(12). months. For example, the Fund has with the Fund and the Adviser. In VerDate Sep<11>2014 17:21 Dec 21, 2015 Jkt 238001 PO 00000 Frm 00084 Fmt 4703 Sfmt 4703 E:\FR\FM\22DEN1.SGM 22DEN1


Document Created: 2015-12-22 02:31:31
Document Modified: 2015-12-22 02:31:31
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 79636 
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