81 FR 51527 - Joint Industry Plan; Notice of Designation of Longer Period for Commission Action on the Proposed National Market System Plan Governing the Consolidated Audit Trail by BATS Exchange, Inc., BATS-Y Exchange, Inc., BOX Options Exchange LLC, C2 Options Exchange, Incorporated, Chicago Board Options Exchange, Incorporated, Chicago Stock Exchange, Inc., EDGA Exchange, Inc., EDGX Exchange, Inc., Financial Industry Regulatory Authority, Inc., International Securities Exchange, LLC, the Investors' Exchange, LLC, ISE Gemini, LLC, ISE Mercury, LLC, Miami International Securities Exchange LLC, NASDAQ OMX BX, Inc., NASDAQ OMX PHLX LLC, The NASDAQ Stock Market LLC, National Stock Exchange, Inc., New York Stock Exchange LLC, NYSE MKT LLC, and NYSE Arca, Inc.

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 81, Issue 150 (August 4, 2016)

Page Range		51527-51528
FR Document		2016-18477

Federal Register, Volume 81 Issue 150 (Thursday, August 4, 2016)

[Federal Register Volume 81, Number 150 (Thursday, August 4, 2016)]
[Notices]
[Pages 51527-51528]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2016-18477]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-78441; File No. 4-698]


Joint Industry Plan; Notice of Designation of Longer Period for 
Commission Action on the Proposed National Market System Plan Governing 
the Consolidated Audit Trail by BATS Exchange, Inc., BATS-Y Exchange, 
Inc., BOX Options Exchange LLC, C2 Options Exchange, Incorporated, 
Chicago Board Options Exchange, Incorporated, Chicago Stock Exchange, 
Inc., EDGA Exchange, Inc., EDGX Exchange, Inc., Financial Industry 
Regulatory Authority, Inc., International Securities Exchange, LLC, the 
Investors' Exchange, LLC, ISE Gemini, LLC, ISE Mercury, LLC, Miami 
International Securities Exchange LLC, NASDAQ OMX BX, Inc., NASDAQ OMX 
PHLX LLC, The NASDAQ Stock Market LLC, National Stock Exchange, Inc., 
New York Stock Exchange LLC, NYSE MKT LLC, and NYSE Arca, Inc.

July 29, 2016.
    On February 27, 2015, BATS Exchange, Inc., BATS-Y Exchange, Inc., 
BOX Options Exchange LLC, C2 Options Exchange, Incorporated, Chicago 
Board Options Exchange, Incorporated, Chicago Stock Exchange, Inc., 
EDGA Exchange, Inc., EDGX Exchange, Inc.,

[[Page 51528]]

Financial Industry Regulatory Authority, Inc., International Securities 
Exchange, LLC, ISE Gemini, LLC, Miami International Securities Exchange 
LLC, NASDAQ OMX BX, Inc., NASDAQ OMX PHLX LLC, The NASDAQ Stock Market 
LLC, National Stock Exchange, Inc., New York Stock Exchange LLC, NYSE 
MKT LLC, and NYSE Arca, Inc. (collectively, ``SROs'' or 
``Participants''), filed with the Securities and Exchange Commission 
(the ``Commission'' or ``SEC'') a National Market System Plan Governing 
the Consolidated Audit Trail (the ``CAT NMS Plan'' or ``Plan'').\1\ The 
proposed Plan was published for comment in the Federal Register on May 
17, 2016.\2\ The Commission has received 22 comments on the proposed 
Plan.\3\
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    \1\ See Letter from Participants to Brent J. Fields, Secretary, 
Commission, dated February 27, 2015.
    \2\ See Securities Exchange Act Release No. 77724 (April 27, 
2016), 81 FR 30614.
    \3\ See Letters to Brent J. Fields, Secretary, Commission, from 
Kathleen Weiss Hanley, Bolton-Perella Chair in Finance, Lehigh 
University, et al., dated July 12, 2016; Courtney Doyle McGuinn, FIX 
Operations Director, FIX Trading Community, dated July 14, 2016; 
Kelvin To, Founder and President, Data Boiler Technologies, LLC, 
dated July 15, 2016; Richard Foster, Senior Vice President and 
Senior Counsel for Regulatory and Legal Affairs, Financial Services 
Roundtable, dated July 15, 2016; David T. Bellaire, Executive Vice 
President & General Counsel, Financial Services Institute, dated, 
July 18, 2016; Stuart J. Kaswell, Executive Vice President & 
Managing Director, General Counsel, Managed Funds Association, July 
18, 2016; David W. Blass, General Counsel, Investment Company 
Institute, dated July 18, 2016; Larry E. Thompson, Vice Chairman and 
General Counsel, Depository Trust & Clearing Corporation, dated July 
18, 2016; Manisha Kimmel, Chief Regulatory Officer, Wealth 
Management, Thomson Reuters, dated July 18, 2016; Theodore R. Lazo, 
Managing Director and Associate General Counsel, and Ellen Greene, 
Managing Director, Financial Services Operations, Securities 
Industry and Financial Markets Association, dated July 18, 2016; 
Anonymous, received July 18, 2016; Mary Lou Von Kaenel, Managing 
Director, Financial Information Forum, dated July 18, 2016; Marc R. 
Bryant, Senior Vice President, Deputy General Counsel, Fidelity 
Investments, dated July 18, 2016; Mark Husler, CEO, UniVista, and 
Jonathan Jachym, Head of North America Regulatory Strategy & 
Government Relations, London Stock Exchange Group, dated July 18, 
2016; Gary Stone, Chief Strategy Officer for Trading Solutions and 
Global Regulatory and Policy Group, Bloomberg, L.P., dated July 18, 
2016; Bonnie K. Wachtel, Wachtel Co Inc., dated July 18, 2016; 
Dennis M. Kelleher, President & CEO, Stephen W. Hall, Legal Director 
& Securities Specialist, Lev Bagramian, Senior Securities Policy 
Advisor, Better Markets, dated July 18, 2016; John A. McCarthy, 
General Counsel, KCG Holdings, Inc., dated July 20, 2016; Industry 
Members of the Development Advisory Group (including Financial 
Information Forum, Securities Industry and Financial Markets 
Association and Securities Traders Association), dated July 20, 
2016; Joanne Moffic-Silver, EVP, General Counsel & Corporate 
Secretary, Chicago Board Options Exchange, Incorporated, dated July 
21, 2016; Elizabeth K. King, NYSE Group, Inc., dated July 21, 2016; 
John Russell, Chairman of the Board, and James Toes, President & 
CEO, Securities Traders Association, dated July 25, 2016.
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    Rule 608 \4\ under Section 11A of the Act \5\ provides that within 
120 days of the date of publication of notice of filing of an NMS plan 
or an amendment to an effective NMS plan the Commission shall approve 
such plan or amendment, with such changes or subject to such conditions 
as the Commission may deem necessary or appropriate, if it finds that 
such plan or amendment is necessary and appropriate in the public 
interest, for the protection of investors and the maintenance of fair 
and orderly markets, to remove impediments to, and perfect the 
mechanisms of, a national market system, or otherwise in furtherance of 
the purposes of the Act. The 120th day after publication of the 
proposed Plan is September 14, 2016. Rule 608, however, provides that 
the Commission may extend the period within which it must approve an 
NMS Plan or amendment to an effective NMS Plan up to 180 days, if it 
finds such longer period to be appropriate and publishes its reasons 
for so finding or as to which the sponsors consent.
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    \4\ 17 CFR 242.608.
    \5\ 15 U.S.C. 78k-1.
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    The Commission hereby extends the time period for Commission action 
on the proposed Plan and designates November 10, 2016, which is the 
last business day before the 180th day after publication of the 
proposed Plan,\6\ as the time period for Commission action. The 
Commission finds that it is appropriate to designate a longer period 
within which to take action on the proposed Plan to afford the 
Commission with additional time to consider the comments received on 
the proposed Plan, which are broad in scope.
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    \6\ The Commission notes that Sunday, November 13, 2016 is the 
180th day after publication of the proposed Plan.
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    Accordingly, pursuant to Section 11A of the Act \7\ and Rule 608 
thereunder,\8\ the Commission designates November 10, 2016 as the date 
for Commission action on the proposed Plan.
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    \7\ 15 U.S.C. 78k-1.
    \8\ 17 CFR 242.608.
    \9\ 17 CFR 200.30-3(a)(42).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\9\
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2016-18477 Filed 8-3-16; 8:45 am]
 BILLING CODE 8011-01-P

Federal Register / Vol. 81, No. 150 / Thursday, August 4, 2016 / Notices 51527

the amount of the proposed Follow-On the Non-Interested Directors will remuneration of any kind as a result of
Investment, by each Regulated Fund. consider at least annually the continued or in connection with a Co-Investment
(b) A Regulated Fund may participate appropriateness for the Regulated Fund Transaction (other than (a) in the case
in such Follow-On Investment without of participating in new and existing Co- of the Regulated Funds and the
obtaining prior approval of the Required Investment Transactions. Affiliated Funds, the pro rata
Majority if: (i) The proposed 10. Each Regulated Fund will transaction fees described above and
participation of each Regulated Fund maintain the records required by section fees or other compensation described in
and each Affiliated Fund in such 57(f)(3) of the Act as if each of the condition 2(c)(iii)(C); and (b) in the case
investment is proportionate to its Regulated Funds were a BDC and each of an Adviser, investment advisory fees
outstanding investments in the issuer of the investments permitted under paid in accordance with the agreement
immediately preceding the Follow-On these conditions were approved by the between the Adviser and the Regulated
Investment; and (ii) the Board of the Required Majority under section 57(f) of Fund or Affiliated Fund.
Regulated Fund has approved as being the Act. 14. If the Holders own in the aggregate
in the best interests of the Regulated 11. No Non-Interested Director of a more than 25 percent of the Shares of
Fund the ability to participate in Regulated Fund will also be a director, a Regulated Fund, then the Holders will
Follow-On Investments on a pro rata general partner, managing member or vote such Shares as directed by an
basis (as described in greater detail in principal, or otherwise an ‘‘affiliated independent third party when voting on
the application). In all other cases, the person’’ (as defined in the Act), of an (1) the election of directors; (2) the
Adviser will provide its written Affiliated Fund. removal of one or more directors; or (3)
recommendation as to the Regulated 12. The expenses, if any, associated any other matter under either the Act or
Fund’s participation to the Eligible with acquiring, holding or disposing of applicable State law affecting the
Directors, and the Regulated Fund will any securities acquired in a Co- Board’s composition, size or manner of
participate in such Follow-On Investment Transaction (including, election.
Investment solely to the extent that a without limitation, the expenses of the For the Commission, by the Division of
Required Majority determines that it is distribution of any such securities Investment Management, under delegated
in the Regulated Fund’s best interests. registered for sale under the Securities authority.
(c) If, with respect to any Follow-On Act) will, to the extent not payable by Robert W. Errett,
Investment: the Advisers under their respective
(i) The amount of the opportunity is Deputy Secretary.
investment advisory agreements with
not based on the Regulated Funds’ and Affiliated Funds and the Regulated
[FR Doc. 2016–18467 Filed 8–3–16; 8:45 am]
the Affiliated Funds’ outstanding Funds, be shared by the Regulated BILLING CODE 8011–01–P
investments immediately preceding the Funds and the Affiliated Funds in
Follow-On Investment; and proportion to the relative amounts of the
(ii) the aggregate amount SECURITIES AND EXCHANGE
securities held or to be acquired or COMMISSION
recommended by the Adviser to be
disposed of, as the case may be.
invested by each Regulated Fund in the [Release No. 34–78441; File No. 4–698]
13. Any transaction fee 12 (including
Follow-On Investment, together with
break-up or commitment fees but
the amount proposed to be invested by Joint Industry Plan; Notice of
excluding broker’s fees contemplated by
the participating Affiliated Funds in the Designation of Longer Period for
section 17(e) or 57(k) of the Act, as
same transaction, exceeds the amount of Commission Action on the Proposed
applicable) received in connection with
the opportunity; then the amount National Market System Plan
a Co-Investment Transaction will be
invested by each such party will be Governing the Consolidated Audit Trail
distributed to the participating
allocated among them pro rata based on by BATS Exchange, Inc., BATS–Y
Regulated Funds and Affiliated Funds
each participant’s capital available for Exchange, Inc., BOX Options
on a pro rata basis based on the amounts
investment in the asset class being Exchange LLC, C2 Options Exchange,
they invested or committed, as the case
allocated, up to the amount proposed to Incorporated, Chicago Board Options
may be, in such Co-Investment
be invested by each. Exchange, Incorporated, Chicago
(d) The acquisition of Follow-On Transaction. If any transaction fee is to
be held by an Adviser pending Stock Exchange, Inc., EDGA
Investments as permitted by this Exchange, Inc., EDGX Exchange, Inc.,
condition will be considered a Co- consummation of the transaction, the
fee will be deposited into an account Financial Industry Regulatory
Investment Transaction for all purposes Authority, Inc., International Securities
and subject to the other conditions set maintained by such Adviser at a bank or
banks having the qualifications Exchange, LLC, the Investors’
forth in the application. Exchange, LLC, ISE Gemini, LLC, ISE
9. The Non-Interested Directors of prescribed in section 26(a)(1) of the Act,
and the account will earn a competitive Mercury, LLC, Miami International
each Regulated Fund will be provided Securities Exchange LLC, NASDAQ
quarterly for review all information rate of interest that will also be divided
pro rata among the participating OMX BX, Inc., NASDAQ OMX PHLX
concerning Potential Co-Investment LLC, The NASDAQ Stock Market LLC,
Transactions and Co-Investment Regulated Funds and Affiliated Funds
based on the amounts they invest in National Stock Exchange, Inc., New
Transactions, including investments York Stock Exchange LLC, NYSE MKT
made by other Regulated Funds or such Co-Investment Transaction. None
of the Affiliated Funds, the Advisers, LLC, and NYSE Arca, Inc.
Affiliated Funds that the Regulated
Fund considered but declined to the other Regulated Funds or any July 29, 2016.
sradovich on DSK3GMQ082PROD with NOTICES

participate in, so that the Non-Interested affiliated person of the Regulated Funds On February 27, 2015, BATS
Directors may determine whether all or Affiliated Funds will receive Exchange, Inc., BATS–Y Exchange, Inc.,
investments made during the preceding additional compensation or BOX Options Exchange LLC, C2 Options
quarter, including those investments 12 Applicants are not requesting and the staff is
Exchange, Incorporated, Chicago Board
that the Regulated Fund considered but not providing any relief for transaction fees
Options Exchange, Incorporated,
declined to participate in, comply with received in connection with any Co-Investment Chicago Stock Exchange, Inc., EDGA
the conditions of the Order. In addition, Transaction. Exchange, Inc., EDGX Exchange, Inc.,

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51528 Federal Register / Vol. 81, No. 150 / Thursday, August 4, 2016 / Notices

Financial Industry Regulatory Rule 608 4 under Section 11A of the SECURITIES AND EXCHANGE
Authority, Inc., International Securities Act 5 provides that within 120 days of COMMISSION
Exchange, LLC, ISE Gemini, LLC, Miami the date of publication of notice of filing
International Securities Exchange LLC, of an NMS plan or an amendment to an [Release No. 34–78447; File No. SR–IEX–
NASDAQ OMX BX, Inc., NASDAQ effective NMS plan the Commission 2016–03]
OMX PHLX LLC, The NASDAQ Stock shall approve such plan or amendment,
Market LLC, National Stock Exchange, with such changes or subject to such Self-Regulatory Organizations;
Inc., New York Stock Exchange LLC, conditions as the Commission may Investors Exchange LLC; Notice of
NYSE MKT LLC, and NYSE Arca, Inc. deem necessary or appropriate, if it Filing and Immediate Effectiveness of
(collectively, ‘‘SROs’’ or ‘‘Participants’’), finds that such plan or amendment is Proposed Rule Change To Correct
filed with the Securities and Exchange necessary and appropriate in the public Typographical Errors in Certain
Commission (the ‘‘Commission’’ or interest, for the protection of investors Referenced Time Frames
‘‘SEC’’) a National Market System Plan and the maintenance of fair and orderly July 29, 2016.
Governing the Consolidated Audit Trail markets, to remove impediments to, and
(the ‘‘CAT NMS Plan’’ or ‘‘Plan’’).1 The perfect the mechanisms of, a national Pursuant to Section 19(b)(1) 1 of the
proposed Plan was published for Securities Exchange Act of 1934 (the
market system, or otherwise in
comment in the Federal Register on ‘‘Act’’) 2 and Rule 19b–4 thereunder,3
furtherance of the purposes of the Act.
May 17, 2016.2 The Commission has notice is hereby given that, on July 27,
The 120th day after publication of the
received 22 comments on the proposed 2016, the Investors Exchange LLC
proposed Plan is September 14, 2016. (‘‘IEX’’ or the ‘‘Exchange’’) filed with the
Plan.3
Rule 608, however, provides that the Securities and Exchange Commission
1 See Letter from Participants to Brent J. Fields,
Commission may extend the period (the ‘‘Commission’’) the proposed rule
Secretary, Commission, dated February 27, 2015. within which it must approve an NMS change as described in Items I and II
2 See Securities Exchange Act Release No. 77724 Plan or amendment to an effective NMS below, which Items have been prepared
(April 27, 2016), 81 FR 30614. Plan up to 180 days, if it finds such by the self-regulatory organization. The
3 See Letters to Brent J. Fields, Secretary,
longer period to be appropriate and Commission is publishing this notice to
Commission, from Kathleen Weiss Hanley, Bolton-
Perella Chair in Finance, Lehigh University, et al.,
publishes its reasons for so finding or as solicit comments on the proposed rule
dated July 12, 2016; Courtney Doyle McGuinn, FIX to which the sponsors consent. change from interested persons.
Operations Director, FIX Trading Community, dated
July 14, 2016; Kelvin To, Founder and President,
The Commission hereby extends the I. Self-Regulatory Organization’s
Data Boiler Technologies, LLC, dated July 15, 2016; time period for Commission action on Statement of the Terms of Substance of
Richard Foster, Senior Vice President and Senior the proposed Plan and designates the Proposed Rule Change
Counsel for Regulatory and Legal Affairs, Financial November 10, 2016, which is the last
Services Roundtable, dated July 15, 2016; David T.
Bellaire, Executive Vice President & General business day before the 180th day after Pursuant to the provisions of Section
Counsel, Financial Services Institute, dated, July 18, publication of the proposed Plan,6 as 19(b)(1) under the Securities Exchange
2016; Stuart J. Kaswell, Executive Vice President & the time period for Commission action. Act of 1934 (‘‘Act’’),4 and Rule 19b–4
Managing Director, General Counsel, Managed thereunder,5 Investors Exchange LLC
Funds Association, July 18, 2016; David W. Blass,
The Commission finds that it is
General Counsel, Investment Company Institute, appropriate to designate a longer period (‘‘IEX’’ or ‘‘Exchange’’) is filing with the
dated July 18, 2016; Larry E. Thompson, Vice within which to take action on the Securities and Exchange Commission
Chairman and General Counsel, Depository Trust &
proposed Plan to afford the Commission (‘‘Commission’’) a proposed rule change
Clearing Corporation, dated July 18, 2016; Manisha to make a nonsubstantive change to
Kimmel, Chief Regulatory Officer, Wealth with additional time to consider the
correct typographical errors in the
Management, Thomson Reuters, dated July 18, comments received on the proposed
2016; Theodore R. Lazo, Managing Director and referenced time frames for the Post-
Plan, which are broad in scope.
Associate General Counsel, and Ellen Greene, Market Hours and the Post-Market
Managing Director, Financial Services Operations, Accordingly, pursuant to Section 11A Session trading in Rule 1.160(aa), the
Securities Industry and Financial Markets of the Act 7 and Rule 608 thereunder,8
Association, dated July 18, 2016; Anonymous,
referenced time frames for System
received July 18, 2016; Mary Lou Von Kaenel, the Commission designates November Hours in Rule 1.160(oo), and the
Managing Director, Financial Information Forum, 10, 2016 as the date for Commission referenced time frames for the Regular
dated July 18, 2016; Marc R. Bryant, Senior Vice action on the proposed Plan. Market Session, Pre-Market Session and
President, Deputy General Counsel, Fidelity
Investments, dated July 18, 2016; Mark Husler, For the Commission, by the Division of Post-Market Session in Rule 16.105(a)(7)
CEO, UniVista, and Jonathan Jachym, Head of North Trading and Markets, pursuant to delegated and (b)(7). The Exchange has designated
America Regulatory Strategy & Government authority.9 this rule change as ‘‘non-controversial’’
Relations, London Stock Exchange Group, dated under Section 19(b)(3)(A) of the Act 6
July 18, 2016; Gary Stone, Chief Strategy Officer for Robert W. Errett,
Trading Solutions and Global Regulatory and Policy
and provided the Commission with the
Deputy Secretary. notice required by Rule 19b–4(f)(6)(iii)
Group, Bloomberg, L.P., dated July 18, 2016; Bonnie
K. Wachtel, Wachtel Co Inc., dated July 18, 2016; [FR Doc. 2016–18477 Filed 8–3–16; 8:45 am] thereunder.7
Dennis M. Kelleher, President & CEO, Stephen W. BILLING CODE 8011–01–P
Hall, Legal Director & Securities Specialist, Lev The text of the proposed rule change
Bagramian, Senior Securities Policy Advisor, Better is available at the Exchange’s Web site
Markets, dated July 18, 2016; John A. McCarthy, at www.iextrading.com, at the principal
General Counsel, KCG Holdings, Inc., dated July 20, office of the Exchange, and at the
2016; Industry Members of the Development
Advisory Group (including Financial Information Commission’s Public Reference Room.
sradovich on DSK3GMQ082PROD with NOTICES

4 17 CFR 242.608.
Forum, Securities Industry and Financial Markets
5 15 U.S.C. 78k–1.
Association and Securities Traders Association), 1 15 U.S.C. 78s(b)(1).
dated July 20, 2016; Joanne Moffic-Silver, EVP, 6 The Commission notes that Sunday, November 2 15 U.S.C. 78a.
General Counsel & Corporate Secretary, Chicago 13, 2016 is the 180th day after publication of the 3 17 CFR 240.19b–4.
Board Options Exchange, Incorporated, dated July proposed Plan. 4 15 U.S.C. 78s(b)(1).
21, 2016; Elizabeth K. King, NYSE Group, Inc., 7 15 U.S.C. 78k–1. 5 17 CFR 240.19b–4.
dated July 21, 2016; John Russell, Chairman of the
8 17 CFR 242.608. 6 15 U.S.C. 78s(b)(3)(A).
Board, and James Toes, President & CEO, Securities
Traders Association, dated July 25, 2016. 9 17 CFR 200.30–3(a)(42). 7 17 CFR 240.19b–4(f)(6)(iii).

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Document Created: 2016-08-04 02:53:36
Document Modified: 2016-08-04 02:53:36

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		81 FR 51527