81_FR_52643 81 FR 52491 - Self-Regulatory Organizations; Bats EDGA Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Reflect the Dissolution of One of the Exchange's Intermediate Holding Companies, Direct Edge Holdings LLC

81 FR 52491 - Self-Regulatory Organizations; Bats EDGA Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Reflect the Dissolution of One of the Exchange's Intermediate Holding Companies, Direct Edge Holdings LLC

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 81, Issue 152 (August 8, 2016)

Page Range52491-52493
FR Document2016-18700

Federal Register, Volume 81 Issue 152 (Monday, August 8, 2016)
[Federal Register Volume 81, Number 152 (Monday, August 8, 2016)]
[Notices]
[Pages 52491-52493]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2016-18700]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-78459; File No. SR-BatsEDGA-2016-17]


Self-Regulatory Organizations; Bats EDGA Exchange, Inc.; Notice 
of Filing and Immediate Effectiveness of a Proposed Rule Change To 
Reflect the Dissolution of One of the Exchange's Intermediate Holding 
Companies, Direct Edge Holdings LLC

August 2, 2016.
    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 July 25, 2016, Bats EDGA Exchange, Inc. (the ``Exchange'' or 
``EDGA'') filed with the Securities and Exchange Commission 
(``Commission'') the proposed rule change as described in Items I, II, 
and III 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 reflect the dissolution of one of 
the Exchange's intermediate holding companies, Direct Edge Holdings LLC 
(``DEH''), on December 31, 2015, by: (i) Amending the bylaws of the 
Exchange's ultimate parent company, Bats Global Markets, Inc. (the 
``Corporation''), to remove reference to DEH, as well as Bats Global 
Markets Holdings, an intermediate holding company wholly owned by the 
Corporation (``BGMH''), (ii) amending the bylaws of the Exchange to 
remove reference to DEH, (iii) deleting the DEH certificate of 
formation and operating agreement from the Exchange's rules, and (iv) 
amending the operating agreement of the Exchange's sole stockholder, 
Direct Edge LLC (``DE LLC''), to reflect that DE LLC's sole member is 
the Corporation rather than DEH and to make other related changes.
    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

[[Page 52492]]

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
    On December 17, 2015, DEH filed a certificate of cancellation with 
the State of Delaware, effective December 31, 2015. As a result, DEH 
was dissolved, its affairs wound up, and its certificate of formation 
and operating agreement were cancelled, each effective December 31, 
2015. In connection with DEH's dissolution, the Corporation proposes to 
amend its bylaws on-file with the Commission to remove reference to DEH 
because the entity no longer exists. The Exchange also proposes to 
remove reference to BGMH because inclusion of the reference to BGMH is 
unnecessary. Specifically, the applicable provision relates to any 
entity in which the Corporation holds an interest and the text the 
Exchange proposes to eliminate is a parenthetical that was intended to 
provide examples, not an exhaustive list, of such entities.
    Similarly, the Exchange intends to amend its bylaws to remove 
reference to DEH. Specifically, the Exchange proposes to remove 
references to DEH contained in Article XI, Section 2 of the bylaws, 
which prohibits members of the boards of affiliated entities from 
attending meetings related to the self-regulatory function of the 
Exchange.
    Because DEH has been dissolved, the Exchange also proposes to 
delete the DEH certificate of formation and operating agreement from 
the Exchange's rules. Though the DEH certificate of formation did not 
have any information pertinent to the Exchange, the Exchange notes that 
the DEH operating agreement did contain certain provisions applicable 
to the Exchange's status as a self-regulatory organization. For 
example, Article X, Section 1 provided that DEH would not interfere 
with the Exchange's responsibilities under the Act and Article X, 
Section 2 provided that DEH would cooperate with the Exchange in 
furtherance of such responsibilities. These provisions and the others 
in the operating agreement of DEH related to the Exchange were designed 
to impose restrictions upon DEH for so long as DEH indirectly owned the 
Exchange or were intended to require cooperation by DEH to ensure that 
the Exchange could meet its regulatory obligations. Thus, while the 
dissolution of DEH and the proposed elimination of the operating 
agreement does remove some provisions applicable to the Exchange, there 
is no impact on the Exchange. The Exchange notes that each one of these 
provisions is duplicative of a provision included in the operating 
agreement of DE LLC. Also, the Exchange notes that the primary 
limitations upon the interference with the independence of the Exchange 
related to either ownership or governance are contained either in the 
organizational documents of Exchange or the Corporation, and not the 
organizational documents of any intermediate holding company.
    Finally, DE LLC intends to amend and restate its operating 
agreement to reflect that DE LLC's sole member is the Corporation 
rather than DEH and include the contact information of the member. In 
connection with these changes, the Exchange also proposes to reflect 
the following changes to the operating agreement of DE LLC: (i) General 
language to reflect the amendment and restatement of the operating 
agreement; and (ii) restructuring of certain language related to DE 
LLC's formation. None of the proposed changed described above requires 
a filing with the State of Delaware.
    The purpose of this rule filing is to amend the bylaws of the 
Corporation, the ultimate parent company of the Exchange, to amend the 
bylaws of the Exchange, and to amend and restate the operating 
agreement of DE LLC, the sole stockholder of the Exchange, each as 
described in this proposal.\5\ The purpose of the rule filing is also 
to remove reference to the DEH certificate of formation and operating 
agreement, as neither document is still operative. Thus, the changes 
described herein only relate to references contained in the bylaws of 
the Corporation and the Exchange as well as the operating agreement of 
DE LLC, and do not impact the governance of the Exchange. The Exchange 
will continue to be governed by its existing certificate of 
incorporation and bylaws, as amended by this proposal. The stock in, 
and voting power of, the Exchange will continue to be directly and 
solely held by DE LLC, and the governance of the Exchange will continue 
under its existing structure.
---------------------------------------------------------------------------

    \5\ The Exchange notes that such changes have already been filed 
in connection with corporate documents on-file with the Secretary of 
State of Delaware.
---------------------------------------------------------------------------

2. Statutory Basis
    The Exchange believes that its proposal is consistent with the 
requirements of the Act and 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.\6\ In particular, the 
proposal is consistent with Section 6(b)(1) of the Act, because it 
retains, without modification, the existing limitations on ownership 
and total voting power that currently exist and that are designed to 
prevent any stockholder from exercising undue control over the 
operation of the Exchange and to assure that the Exchange is able to 
carry out its regulatory obligations under the Act. Under the proposal, 
the Corporation is making certain administrative changes to the bylaws 
of the Corporation, the bylaws of the Exchange and the operating 
agreement of DE LLC. These changes, however, do not impact the 
governance of the Exchange nor do they modify the ownership of the 
Corporation.
---------------------------------------------------------------------------

    \6\ 15 U.S.C. 78f(b).
---------------------------------------------------------------------------

(B) Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change imposes 
any burden on competition. As described above, the proposed rule change 
is simply to reflect the dissolution of DEH, including the deletion of 
the certificate of formation and operating agreement of DEH and all 
references to DEH in the governance documents of the Corporation, the 
Exchange, and DE LLC. The Exchange has also proposed to remove an 
unnecessary reference in the Corporation's bylaws to BGMH. The changes 
described in the proposal do not impact the governance of the Exchange 
nor do they modify the ownership of the Corporation.
    (C) Self-Regulatory Organization's Statement on Comments on the 
Proposed Rule Change Received From Members, Participants or Others
    The Exchange has not solicited, and does not intend to solicit, 
comments on this proposed rule change. The Exchange has not received 
any written comments from members or other interested parties.

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) by 
its terms, become operative for 30 days from the date on which it was 
filed or such shorter time as the Commission

[[Page 52493]]

may designate it has become effective pursuant to Section 19(b)(3)(A) 
of the Act \7\ and paragraph (f)(6) of Rule 19b-4 thereunder,\8\ the 
Exchange has designated this rule filing as non-controversial. The 
Exchange has given the Commission written notice of its intent to file 
the proposed rule change, along with a brief description and 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.
---------------------------------------------------------------------------

    \7\ 15 U.S.C. 78s(b)(3)(A).
    \8\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------

    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-BatsEDGA-2016-17 on the subject line.

Paper Comments

     Send paper comments in triplicate to Secretary, Securities 
and Exchange Commission, 100 F Street NE., Washington, DC 20549-1090.

All submissions should refer to File Number SR-BatsEDGA-2016-17. 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 will also 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-BatsEDGA-2016-17 and should 
be submitted on or before August 29, 2016.
---------------------------------------------------------------------------

    \9\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\9\
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2016-18700 Filed 8-5-16; 8:45 am]
 BILLING CODE 8011-01-P



                                                                                 Federal Register / Vol. 81, No. 152 / Monday, August 8, 2016 / Notices                                             52491

                                                  Summary of the Application                                separate disclosure of any fees paid to              ‘‘Act’’),1 and Rule 19b–4 thereunder,2
                                                     1. The Adviser will serve as the                       the Affiliated Subadviser.                           notice is hereby given that on July 25,
                                                  investment adviser to the Funds                              3. Applicants agree that any order                2016, Bats EDGA Exchange, Inc. (the
                                                  pursuant to an investment advisory                        granting the requested relief will be                ‘‘Exchange’’ or ‘‘EDGA’’) filed with the
                                                  agreement with the Trust (the ‘‘Advisory                  subject to the terms and conditions                  Securities and Exchange Commission
                                                  Agreement’’).1 The Adviser will provide                   stated in the application. Such terms                (‘‘Commission’’) the proposed rule
                                                  the Funds with continuous and                             and conditions provide for, among other              change as described in Items I, II, and
                                                  comprehensive investment management                       safeguards, appropriate disclosure to                III below, which Items have been
                                                  services, subject to the supervision of,                  Fund shareholders and notification                   prepared by the Exchange. The
                                                  and policies established by, each Fund’s                  about subadvisory changes and                        Exchange has designated this proposal
                                                  board of trustees (‘‘Board’’). The                        enhanced Board oversight to protect the              as a ‘‘non-controversial’’ proposed rule
                                                  Advisory Agreement permits the                            interests of the Funds’ shareholders.                change pursuant to Section 19(b)(3)(A)
                                                  Adviser, subject to the approval of the                                                                        of the Act 3 and Rule 19b–4(f)(6)(iii)
                                                                                                               4. Section 6(c) of the Act provides that          thereunder,4 which renders it effective
                                                  Board, to delegate to one or more                         the Commission may exempt any
                                                  subadvisers (each, a ‘‘Subadviser’’ and                                                                        upon filing with the Commission. The
                                                                                                            person, security, or transaction or any              Commission is publishing this notice to
                                                  collectively, the ‘‘Subadvisers’’) the                    class or classes of persons, securities, or
                                                  responsibility to provide the day-to-day                                                                       solicit comments on the proposed rule
                                                                                                            transactions from any provisions of the              change from interested persons.
                                                  portfolio investment management of                        Act, or any rule thereunder, if such
                                                  each Fund, subject to the supervision                     relief is necessary or appropriate in the            I. Self-Regulatory Organization’s
                                                  and direction of the Adviser. The                         public interest and consistent with the              Statement of the Terms of Substance of
                                                  primary responsibility for managing the                   protection of investors and purposes                 the Proposed Rule Change
                                                  Funds will remain vested in the                           fairly intended by the policy and                       The Exchange filed a proposal to
                                                  Adviser. The Adviser will hire,                           provisions of the Act. Applicants                    reflect the dissolution of one of the
                                                  evaluate, allocate assets to and oversee                  believe that the requested relief meets              Exchange’s intermediate holding
                                                  the Subadvisers, including determining                    this standard because, as further                    companies, Direct Edge Holdings LLC
                                                  whether a Subadviser should be                            explained in the application, the                    (‘‘DEH’’), on December 31, 2015, by: (i)
                                                  terminated, at all times subject to the                   Advisory Agreements will remain                      Amending the bylaws of the Exchange’s
                                                  authority of the Board.                                   subject to shareholder approval while                ultimate parent company, Bats Global
                                                     2. Applicants request an exemption to                  the role of the Subadvisers is                       Markets, Inc. (the ‘‘Corporation’’), to
                                                  permit the Adviser, subject to Board                      substantially similar to that of                     remove reference to DEH, as well as Bats
                                                  approval, to hire certain Subadvisers                     individual portfolio managers, so that               Global Markets Holdings, an
                                                  pursuant to Subadvisory Agreements                        requiring shareholder approval of                    intermediate holding company wholly
                                                  and materially amend existing                             Subadvisory Agreements would impose                  owned by the Corporation (‘‘BGMH’’),
                                                  Subadvisory Agreements without                            unnecessary delays and expenses on the               (ii) amending the bylaws of the
                                                  obtaining the shareholder approval                        Funds. Applicants believe that the                   Exchange to remove reference to DEH,
                                                  required under section 15(a) of the Act                   requested relief from the Disclosure                 (iii) deleting the DEH certificate of
                                                  and rule 18f–2 under the Act.2                            Requirements meets this standard                     formation and operating agreement from
                                                  Applicants also seek an exemption from                    because it will improve the Adviser’s                the Exchange’s rules, and (iv) amending
                                                  the Disclosure Requirements to permit a                   ability to negotiate fees paid to the                the operating agreement of the
                                                  Fund to disclose (as both a dollar                        Subadvisers that are more advantageous               Exchange’s sole stockholder, Direct
                                                  amount and a percentage of the Fund’s                     for the Funds.                                       Edge LLC (‘‘DE LLC’’), to reflect that DE
                                                  net assets): (a) The aggregate fees paid                                                                       LLC’s sole member is the Corporation
                                                                                                              For the Commission, by the Division of
                                                  to the Adviser and any Affiliated                                                                              rather than DEH and to make other
                                                                                                            Investment Management, under delegated
                                                  Subadviser; and (b) the aggregate fees                    authority.                                           related changes.
                                                  paid to Subadvisers other than                                                                                    The text of the proposed rule change
                                                                                                            Robert W. Errett,
                                                  Affiliated Subadvisers (collectively,                                                                          is available at the Exchange’s Web site
                                                                                                            Deputy Secretary.
                                                  ‘‘Aggregate Fee Disclosure’’). For any                                                                         at www.batstrading.com, at the
                                                  Fund that employs an Affiliated                           [FR Doc. 2016–18683 Filed 8–5–16; 8:45 am]
                                                                                                                                                                 principal office of the Exchange, and at
                                                  Subadviser, the Fund will provide                         BILLING CODE 8011–01–P
                                                                                                                                                                 the Commission’s Public Reference
                                                     1 Applicants request relief with respect to any
                                                                                                                                                                 Room.
                                                  future series of the Trust and other existing or          SECURITIES AND EXCHANGE                              II. Self-Regulatory Organization’s
                                                  future registered open-end management company or          COMMISSION                                           Statement of the Purpose of, and
                                                  series thereof that: (a) is advised by the Initial
                                                  Adviser, or any person controlling, controlled by or                                                           Statutory Basis for, the Proposed Rule
                                                  under common control with the Initial Adviser or          [Release No. 34–78459; File No. SR–                  Change
                                                  its successor (each, also an ‘‘Adviser’’); (b) uses the   BatsEDGA–2016–17]
                                                  manager of managers structure described in the                                                                    In its filing with the Commission, the
                                                  application; and (c) complies with the terms and          Self-Regulatory Organizations; Bats                  Exchange included statements
                                                  conditions of the application (any such series, a
                                                                                                            EDGA Exchange, Inc.; Notice of Filing                concerning the purpose of and basis for
                                                  ‘‘Fund’’ and collectively, the ‘‘Funds’’). For                                                                 the proposed rule change and discussed
                                                  purposes of the requested order, ‘‘successor’’ is         and Immediate Effectiveness of a
                                                  limited to an entity that results from a                  Proposed Rule Change To Reflect the                  any comments it received on the
mstockstill on DSK3G9T082PROD with NOTICES




                                                  reorganization into another jurisdiction or a change      Dissolution of One of the Exchange’s                 proposed rule change. The text of these
                                                  in the type of business organization.
                                                                                                            Intermediate Holding Companies,                      statements may be examined at the
                                                     2 The requested relief will not extend to any
                                                                                                            Direct Edge Holdings LLC                             places specified in Item IV below. The
                                                  Subadviser that is an affiliated person, as defined
                                                  in section 2(a)(3) of the Act, of the Trust or the                                                               1 15
                                                  Adviser, other than by reason of serving as a             August 2, 2016.                                             U.S.C. 78s(b)(1).
                                                                                                                                                                   2 17 CFR 240.19b–4.
                                                  subadviser to one or more of the Funds, or as an
                                                  adviser or subadviser to any series of the Trust
                                                                                                              Pursuant to Section 19(b)(1) of the                  3 15 U.S.C. 78s(b)(3)(A).

                                                  other than the Funds (‘‘Affiliated Subadviser’’).         Securities Exchange Act of 1934 (the                   4 17 CFR 240.19b–4(f)(6)(iii).




                                             VerDate Sep<11>2014    22:23 Aug 05, 2016   Jkt 238001   PO 00000   Frm 00095   Fmt 4703   Sfmt 4703   E:\FR\FM\08AUN1.SGM   08AUN1


                                                  52492                         Federal Register / Vol. 81, No. 152 / Monday, August 8, 2016 / Notices

                                                  Exchange has prepared summaries, set                    proposed elimination of the operating                 requirements of the Act and rules and
                                                  forth in Sections A, B, and C below, of                 agreement does remove some provisions                 regulations thereunder that are
                                                  the most significant parts of such                      applicable to the Exchange, there is no               applicable to a national securities
                                                  statements.                                             impact on the Exchange. The Exchange                  exchange, and, in particular, with the
                                                                                                          notes that each one of these provisions               requirements of Section 6(b) of the Act.6
                                                  (A) Self-Regulatory Organization’s
                                                                                                          is duplicative of a provision included in             In particular, the proposal is consistent
                                                  Statement of the Purpose of, and                                                                              with Section 6(b)(1) of the Act, because
                                                                                                          the operating agreement of DE LLC.
                                                  Statutory Basis for, the Proposed Rule                                                                        it retains, without modification, the
                                                                                                          Also, the Exchange notes that the
                                                  Change                                                                                                        existing limitations on ownership and
                                                                                                          primary limitations upon the
                                                  1. Purpose                                              interference with the independence of                 total voting power that currently exist
                                                     On December 17, 2015, DEH filed a                    the Exchange related to either                        and that are designed to prevent any
                                                  certificate of cancellation with the State              ownership or governance are contained                 stockholder from exercising undue
                                                                                                          either in the organizational documents                control over the operation of the
                                                  of Delaware, effective December 31,
                                                                                                          of Exchange or the Corporation, and not               Exchange and to assure that the
                                                  2015. As a result, DEH was dissolved,
                                                                                                          the organizational documents of any                   Exchange is able to carry out its
                                                  its affairs wound up, and its certificate
                                                                                                          intermediate holding company.                         regulatory obligations under the Act.
                                                  of formation and operating agreement
                                                                                                             Finally, DE LLC intends to amend and               Under the proposal, the Corporation is
                                                  were cancelled, each effective December
                                                                                                          restate its operating agreement to reflect            making certain administrative changes
                                                  31, 2015. In connection with DEH’s
                                                                                                          that DE LLC’s sole member is the                      to the bylaws of the Corporation, the
                                                  dissolution, the Corporation proposes to
                                                                                                          Corporation rather than DEH and                       bylaws of the Exchange and the
                                                  amend its bylaws on-file with the
                                                                                                          include the contact information of the                operating agreement of DE LLC. These
                                                  Commission to remove reference to DEH
                                                                                                          member. In connection with these                      changes, however, do not impact the
                                                  because the entity no longer exists. The
                                                                                                          changes, the Exchange also proposes to                governance of the Exchange nor do they
                                                  Exchange also proposes to remove
                                                                                                          reflect the following changes to the                  modify the ownership of the
                                                  reference to BGMH because inclusion of
                                                                                                          operating agreement of DE LLC: (i)                    Corporation.
                                                  the reference to BGMH is unnecessary.
                                                  Specifically, the applicable provision                  General language to reflect the                       (B) Self-Regulatory Organization’s
                                                  relates to any entity in which the                      amendment and restatement of the                      Statement on Burden on Competition
                                                  Corporation holds an interest and the                   operating agreement; and (ii)
                                                                                                          restructuring of certain language related               The Exchange does not believe that
                                                  text the Exchange proposes to eliminate                                                                       the proposed rule change imposes any
                                                  is a parenthetical that was intended to                 to DE LLC’s formation. None of the
                                                                                                          proposed changed described above                      burden on competition. As described
                                                  provide examples, not an exhaustive                                                                           above, the proposed rule change is
                                                  list, of such entities.                                 requires a filing with the State of
                                                                                                          Delaware.                                             simply to reflect the dissolution of DEH,
                                                     Similarly, the Exchange intends to                                                                         including the deletion of the certificate
                                                  amend its bylaws to remove reference to                    The purpose of this rule filing is to
                                                                                                          amend the bylaws of the Corporation,                  of formation and operating agreement of
                                                  DEH. Specifically, the Exchange                                                                               DEH and all references to DEH in the
                                                  proposes to remove references to DEH                    the ultimate parent company of the
                                                                                                          Exchange, to amend the bylaws of the                  governance documents of the
                                                  contained in Article XI, Section 2 of the                                                                     Corporation, the Exchange, and DE LLC.
                                                  bylaws, which prohibits members of the                  Exchange, and to amend and restate the
                                                                                                          operating agreement of DE LLC, the sole               The Exchange has also proposed to
                                                  boards of affiliated entities from                                                                            remove an unnecessary reference in the
                                                  attending meetings related to the self-                 stockholder of the Exchange, each as
                                                                                                          described in this proposal.5 The                      Corporation’s bylaws to BGMH. The
                                                  regulatory function of the Exchange.                                                                          changes described in the proposal do
                                                     Because DEH has been dissolved, the                  purpose of the rule filing is also to
                                                                                                          remove reference to the DEH certificate               not impact the governance of the
                                                  Exchange also proposes to delete the                                                                          Exchange nor do they modify the
                                                  DEH certificate of formation and                        of formation and operating agreement,
                                                                                                          as neither document is still operative.               ownership of the Corporation.
                                                  operating agreement from the                                                                                    (C) Self-Regulatory Organization’s
                                                  Exchange’s rules. Though the DEH                        Thus, the changes described herein only
                                                                                                                                                                Statement on Comments on the
                                                  certificate of formation did not have any               relate to references contained in the
                                                                                                                                                                Proposed Rule Change Received From
                                                  information pertinent to the Exchange,                  bylaws of the Corporation and the
                                                                                                                                                                Members, Participants or Others
                                                  the Exchange notes that the DEH                         Exchange as well as the operating                       The Exchange has not solicited, and
                                                  operating agreement did contain certain                 agreement of DE LLC, and do not impact                does not intend to solicit, comments on
                                                  provisions applicable to the Exchange’s                 the governance of the Exchange. The                   this proposed rule change. The
                                                  status as a self-regulatory organization.               Exchange will continue to be governed                 Exchange has not received any written
                                                  For example, Article X, Section 1                       by its existing certificate of                        comments from members or other
                                                  provided that DEH would not interfere                   incorporation and bylaws, as amended                  interested parties.
                                                  with the Exchange’s responsibilities                    by this proposal. The stock in, and
                                                  under the Act and Article X, Section 2                  voting power of, the Exchange will                    III. Date of Effectiveness of the
                                                  provided that DEH would cooperate                       continue to be directly and solely held               Proposed Rule Change and Timing for
                                                  with the Exchange in furtherance of                     by DE LLC, and the governance of the                  Commission Action
                                                  such responsibilities. These provisions                 Exchange will continue under its                         Because the foregoing proposed rule
                                                  and the others in the operating                         existing structure.                                   change does not: (A) Significantly affect
                                                  agreement of DEH related to the                                                                               the protection of investors or the public
mstockstill on DSK3G9T082PROD with NOTICES




                                                                                                          2. Statutory Basis
                                                  Exchange were designed to impose                                                                              interest; (B) impose any significant
                                                  restrictions upon DEH for so long as                      The Exchange believes that its                      burden on competition; and (C) by its
                                                  DEH indirectly owned the Exchange or                    proposal is consistent with the                       terms, become operative for 30 days
                                                  were intended to require cooperation by                   5 The Exchange notes that such changes have
                                                                                                                                                                from the date on which it was filed or
                                                  DEH to ensure that the Exchange could                   already been filed in connection with corporate       such shorter time as the Commission
                                                  meet its regulatory obligations. Thus,                  documents on-file with the Secretary of State of
                                                  while the dissolution of DEH and the                    Delaware.                                               6 15   U.S.C. 78f(b).



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                                                                                Federal Register / Vol. 81, No. 152 / Monday, August 8, 2016 / Notices                                                        52493

                                                  may designate it has become effective                   proposed rule change between the                         a ‘‘Trust’’ and collectively, the
                                                  pursuant to Section 19(b)(3)(A) of the                  Commission and any person, other than                    ‘‘Trusts’’), each a Delaware statutory
                                                  Act 7 and paragraph (f)(6) of Rule 19b–                 those that may be withheld from the                      trust registered under the Act as an
                                                  4 thereunder,8 the Exchange has                         public in accordance with the                            open-end management investment
                                                  designated this rule filing as non-                     provisions of 5 U.S.C. 552, will be                      company with multiple series, and
                                                  controversial. The Exchange has given                   available for Web site viewing and                       RiskX Investments, LLC, a Delaware
                                                  the Commission written notice of its                    printing in the Commission’s Public                      limited liability company registered as
                                                  intent to file the proposed rule change,                Reference Room, 100 F Street NE.,                        an investment adviser under the
                                                  along with a brief description and text                 Washington, DC 20549, on official                        Investment Advisers Act of 1940
                                                  of the proposed rule change at least five               business days between the hours of                       (‘‘RiskX Investments’’ or the ‘‘Adviser,’’
                                                  business days prior to the date of filing               10:00 a.m. and 3:00 p.m. Copies of such                  and, collectively with the Trusts, the
                                                  of the proposed rule change, or such                    filing will also be available for                        ‘‘Applicants’’).
                                                  shorter time as designated by the                       inspection and copying at the principal                  FILING DATES: The application was filed
                                                  Commission.                                             office of the Exchange. All comments                     June 30, 2016, and amended August 2,
                                                     At any time within 60 days of the                    received will be posted without change;                  2016 and August 2, 2016.
                                                  filing of the proposed rule change, the                 the Commission does not edit personal                    HEARING OR NOTIFICATION OF HEARING: An
                                                  Commission summarily may                                identifying information from                             order granting the application will be
                                                  temporarily suspend such rule change if                 submissions. You should submit only                      issued unless the Commission orders a
                                                  it appears to the Commission that such                  information that you wish to make                        hearing. Interested persons may request
                                                  action is: (1) Necessary or appropriate in              available publicly. All submissions                      a hearing by writing to the
                                                  the public interest; (2) for the protection             should refer to File Number SR–                          Commission’s Secretary and serving
                                                  of investors; or (3) otherwise in                       BatsEDGA–2016–17 and should be                           applicants with a copy of the request,
                                                  furtherance of the purposes of the Act.                 submitted on or before August 29, 2016.                  personally or by mail. Hearing requests
                                                  If the Commission takes such action, the                  For the Commission, by the Division of                 should be received by the Commission
                                                  Commission shall institute proceedings                  Trading and Markets, pursuant to delegated               by 5:30 p.m. on August 24, 2016, and
                                                  to determine whether the proposed rule                  authority.9                                              should be accompanied by proof of
                                                  should be approved or disapproved.                      Robert W. Errett,                                        service on the applicants, in the form of
                                                  IV. Solicitation of Comments                            Deputy Secretary.                                        an affidavit or, for lawyers, a certificate
                                                    Interested persons are invited to                     [FR Doc. 2016–18700 Filed 8–5–16; 8:45 am]               of service. Pursuant to rule 0–5 under
                                                  submit written data, views, and                         BILLING CODE 8011–01–P                                   the Act, hearing requests should state
                                                  arguments concerning the foregoing,                                                                              the nature of the writer’s interest, any
                                                  including whether the proposed rule                                                                              facts bearing upon the desirability of a
                                                  change is consistent with the Act.                      SECURITIES AND EXCHANGE                                  hearing on the matter, the reason for the
                                                  Comments may be submitted by any of                     COMMISSION                                               request, and the issues contested.
                                                  the following methods:                                                                                           Persons who wish to be notified of a
                                                                                                          [Investment Company Act Release No.
                                                                                                          32206; 812–14666]                                        hearing may request notification by
                                                  Electronic Comments                                                                                              writing to the Commission’s Secretary.
                                                    • Use the Commission’s Internet                       American Independence Funds Trust,                       ADDRESSES: Secretary, U.S. Securities
                                                  comment form (http://www.sec.gov/                       et al.; Notice of Application                            and Exchange Commission, 100 F Street
                                                  rules/sro.shtml); or                                                                                             NE., Washington, DC 20549–1090.
                                                    • Send an email to rule-comments@                     August 3, 2016.
                                                                                                                                                                   Applicants: 1345 Avenue of the
                                                  sec.gov. Please include File Number SR–                 AGENCY:   Securities and Exchange                        Americas, Second Floor, New York, NY
                                                  BatsEDGA–2016–17 on the subject line.                   Commission (‘‘Commission’’).                             10105.
                                                                                                          ACTION: Notice of an application under                   FOR FURTHER INFORMATION CONTACT:
                                                  Paper Comments                                          section 6(c) of the Investment Company                   Steven I. Amchan, Senior Counsel, or
                                                     • Send paper comments in triplicate                  Act of 1940 (‘‘Act’’) for an exemption                   David J. Marcinkus, Branch Chief, at
                                                  to Secretary, Securities and Exchange                   from section 15(a) of the Act and rule                   (202) 551–6821 (Division of Investment
                                                  Commission, 100 F Street NE.,                           18f–2 under the Act, as well as from                     Management, Chief Counsel’s Office).
                                                  Washington, DC 20549–1090.                              certain disclosure requirements in rule
                                                                                                                                                                   SUPPLEMENTARY INFORMATION: The
                                                  All submissions should refer to File                    20a–1 under the Act, Item 19(a)(3) of
                                                                                                                                                                   following is a summary of the
                                                  Number SR–BatsEDGA–2016–17. This                        Form N–1A, Items 22(c)(1)(ii),
                                                                                                                                                                   application. The complete application
                                                  file number should be included on the                   22(c)(1)(iii), 22(c)(8) and 22(c)(9) of
                                                                                                                                                                   may be obtained via the Commission’s
                                                  subject line if email is used. To help the              Schedule 14A under the Securities
                                                                                                                                                                   Web site by searching for the file
                                                  Commission process and review your                      Exchange Act of 1934, and Sections 6–
                                                                                                                                                                   number, or an applicant using the
                                                  comments more efficiently, please use                   07(2)(a), (b), and (c) of Regulation S–X
                                                                                                                                                                   Company name box, at http://
                                                  only one method. The Commission will                    (‘‘Disclosure Requirements’’). The
                                                                                                                                                                   www.sec.gov/search/search.htm or by
                                                  post all comments on the Commission’s                   requested exemption would permit an
                                                                                                                                                                   calling (202) 551–8090.
                                                  Internet Web site (http://www.sec.gov/                  investment adviser to hire and replace
                                                  rules/sro.shtml). Copies of the                         certain sub-advisers without                             Summary of the Application
                                                  submission, all subsequent                              shareholder approval and grant relief                       1. The Adviser will serve as the
mstockstill on DSK3G9T082PROD with NOTICES




                                                  amendments, all written statements                      from the Disclosure Requirements as                      investment adviser to the Funds
                                                  with respect to the proposed rule                       they relate to fees paid to the sub-                     pursuant to an investment advisory
                                                  change that are filed with the                          advisers.                                                agreement with each Trust (the
                                                  Commission, and all written                                                                                      ‘‘Advisory Agreement’’).1 The Adviser
                                                  communications relating to the                          APPLICANTS:American Independence
                                                                                                          Funds Trust and Rx Funds Trust (each,                      1 Applicants request relief with respect to any
                                                    7 15 U.S.C. 78s(b)(3)(A).                                                                                      existing and any future series of each Trust and any
                                                    8 17 CFR 240.19b–4.                                     9 17   CFR 200.30–3(a)(12).                                                                       Continued




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Document Created: 2016-08-06 03:08:21
Document Modified: 2016-08-06 03:08:21
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 Citation81 FR 52491 

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