81_FR_62957 81 FR 62781 - Self-Regulatory Organizations; Bats EDGX Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change to Fees for Use of Bats EDGX Exchange, Inc.

81 FR 62781 - Self-Regulatory Organizations; Bats EDGX Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change to Fees for Use of Bats EDGX Exchange, Inc.

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 81, Issue 176 (September 12, 2016)

Page Range62781-62783
FR Document2016-21800

Federal Register, Volume 81 Issue 176 (Monday, September 12, 2016)
[Federal Register Volume 81, Number 176 (Monday, September 12, 2016)]
[Notices]
[Pages 62781-62783]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2016-21800]


-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-78771; File No. SR-BatsEDGX-2016-49]


Self-Regulatory Organizations; Bats EDGX Exchange, Inc.; Notice 
of Filing and Immediate Effectiveness of a Proposed Rule Change to Fees 
for Use of Bats EDGX Exchange, Inc.

September 6, 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 August 22, 2016, Bats EDGX Exchange, Inc. (the ``Exchange'' or 
``EDGX'') 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 the proposed rule change as one establishing or 
changing a member due, fee, or other charge imposed by the Exchange 
under section 19(b)(3)(A)(ii) of the Act \3\ and Rule 19b-4(f)(2) 
thereunder,\4\ which renders the proposed rule change effective upon 
filing with the Commission. The Commission is publishing this notice to 
solicit comments on the proposed rule change from interested persons.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ 15 U.S.C. 78s(b)(3)(A)(ii).
    \4\ 17 CFR 240.19b-4(f)(2).
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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 amend the fee schedule applicable 
to Members \5\ and non-members of the Exchange pursuant to EDGX Rules 
15.1(a) and (c).
---------------------------------------------------------------------------

    \5\ The term ``Member'' is defined as ``any registered broker or 
dealer that has been admitted to membership in the Exchange.'' See 
Exchange Rule 1.5(n).
---------------------------------------------------------------------------

    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
    The Exchange proposes to amend its marketing fee program to 
institute a monthly cap of $250,000 on undisbursed funds and reimburse 
excess funds on a pro-rata basis, as further described below.
    The Exchange assesses a marketing fee to all Market Makers for 
contracts they execute in their assigned classes when the contra-party 
to the execution is a Customer.\6\ The marketing fee is charged only in 
a Market Maker's assigned classes because it is in these classes that 
the Market Maker has the general obligation to attract order flow to 
the Exchange. Each Primary Market Maker (``PMM'') \7\ and Directed 
Market Maker (``DMM'') \8\ has a marketing fee pool into which the 
Exchange will deposit the applicable per-contract marketing fee. For 
orders directed to DMMs, the applicable marketing fees are allocated to 
the DMM pool. For non-directed orders, the applicable marketing fees 
are allocated to the PMM pool. All Market Makers that participated in 
such transaction will pay the applicable marketing fees to the 
Exchange, which allocates such funds to the Market Maker that controls 
the distribution of the marketing fee pool. Each month the Market Maker 
provides instruction to the Exchange describing how the Exchange is to 
distribute the marketing fees in the pool to the order flow provider, 
who submit as agent, Customer orders to the Exchange.
---------------------------------------------------------------------------

    \6\ The amount of the marketing fee depends upon whether the 
affected option class is a Penny Pilot Security. A marketing fee of 
$0.25 per contract is assessed to Market Makers for transactions in 
Penny Pilot Securities. A Marketing Fee of $0.70 per contract is 
assessed to Market Makers for transactions in Non-Penny Pilot 
Securities. A list of option classes included in the Penny Pilot 
Program is available on the Exchange's Web site.
    \7\ See Exchange Rule 21.8(g).
    \8\ See Exchange Rule 21.8(f).
---------------------------------------------------------------------------

    The Exchange proposes to now require that the total balance of the 
undisbursed marketing fees for a PMM pool and DMM pool cannot exceed 
$250,000. When the pool balance exceeds this threshold level, the 
Exchange will rebate funds proportionately to those who have paid the 
marketing fee during the preceding month. Today, undisbursed marketing 
fees are reimbursed to the Market Makers that contributed to the pool 
based upon their pro-rata portion of the entire amount of marketing fee 
collected. As proposed, each month, undisbursed marketing fees in 
excess of $250,000 will be reimbursed to the Market Makers that 
contributed to the pool based upon a one month look back and their pro-
rata portion of the entire amount of marketing fee collected during 
that month. The Exchange will closely monitor the levels of the cap to 
ensure that there are adequate funds available to Market Makers to be 
competitive. The Exchange believes the proposed cap and reimbursement 
process would assist Market Makers in better managing their respective 
marketing fee pools and incentivize them to allocate those funds to 
order flow providers accordingly on a monthly basis.

[[Page 62782]]

2. Statutory Basis
    The Exchange believes that the proposed rule change is 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 of the Act.\9\ 
Specifically, the Exchange believes that the proposed rule change is 
consistent with section 6(b)(4) of the Act,\10\ in that it provides for 
the equitable allocation of reasonable dues, fees and other charges 
among members and other persons using any facility or system which the 
Exchange operates or controls.
---------------------------------------------------------------------------

    \9\ 15 U.S.C. 78f.
    \10\ 15 U.S.C. 78f(b)(4).
---------------------------------------------------------------------------

    The Exchange notes that the U.S. options markets are highly 
competitive, and the marketing fee is intended to provide an incentive 
for Market Makers to enter into marketing agreements with Members so 
that they will provide order flow to the Exchange. The marketing fee is 
charged only in a Market Maker's assigned classes because it is in 
these classes that the Market Maker has the general obligation to 
attract order flow to the Exchange.
    The Exchange believes that the proposed amendments to its marketing 
fee program, which is similar to marketing fee programs that have 
previously been implemented on other options exchanges,\11\ will 
enhance the Exchange's competitive position and will result in 
increased liquidity on the Exchange, thereby providing more of an 
opportunity for customers to receive best executions. In addition, the 
proposed cap and reimbursement process would assist Market Makers in 
better managing their respective marketing fee pools and incentivize 
them to allocate those funds to order flow providers accordingly on a 
monthly basis. The Exchange notes that most options exchange's that 
administer a marketing fee program do not cap the monthly 
contributions,\12\ thereby allowing their market makers to roll over 
monies from month to month without making the disbursements provided 
for by their respective programs. Therefore, the Exchange believes that 
providing a cap of $250,000 is equitable and reasonable as it would 
allow the Exchange to monitor the impact of the cap on a Market Maker's 
allocation of marketing fees without inappropriately limiting a Market 
Maker's ability to carry over funds from month to month.
---------------------------------------------------------------------------

    \11\ See International Securities Exchange, Inc. (``ISE'') fee 
schedule available at http://www.ise.com/assets/documents/OptionsExchange/legal/fee/ISE_fee_schedule.pdf (implementing a cap 
of $100,000); ISE Mercury LLC (``ISE Mercury'') fee schedule 
available at http://www.ise.com/assets/mercury/documents/OptionsExchange/legal/fee/Mercury_Fee_Schedule.pdf (implementing a 
marketing fee cap of $100,000); and Chicago Board Options Exchange, 
Incorporated (``CBOE'') fee schedule available at http://www.cboe.com/framed/pdfframed.aspx?content=/publish/feeschedule/CBOEFeeSchedule.pdf§ion=SEC_RESOURCES&title=CBOE%20Fee%20Schedule
 (implementing a marketing fee cap of $100,000).
    \12\ See e.g., Nasdaq PHLX LLC (``PHLX'') price list available 
at http://www.nasdaqtrader.com/Micro.aspx?id=PHLXPricing; Miami 
International Securities Exchange LLC (``MIAX'') available at http://www.miaxoptions.com/sites/default/files/MIAX_Options_Fee_Schedule_08012016C.pdf.
---------------------------------------------------------------------------

B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange believes its proposed amendments to its fee schedule 
would not impose any burden on competition that is not necessary or 
appropriate in furtherance of the purposes of the Act. The Exchange 
does not believe that the proposed change represents a significant 
departure from previous pricing offered by the Exchange or its 
competitors. Additionally, Members may opt to disfavor the Exchange's 
pricing if they believe that alternatives offer them better value. The 
Exchange believes that its proposed marketing fee cap, which is similar 
to marketing fee caps in place on other options exchanges,\13\ will 
enhance the Exchange's competitive position by resulting in increased 
liquidity on the Exchange, thereby providing more of an opportunity for 
customers to receive best executions.
---------------------------------------------------------------------------

    \13\ See supra note 10.
---------------------------------------------------------------------------

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

    The foregoing rule change has become effective pursuant to section 
19(b)(3)(A) of the Act \14\ and paragraph (f) of Rule 19b-4 
thereunder.\15\ 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 
necessary or appropriate in the public interest, for the protection of 
investors, or otherwise in furtherance of the purposes of the Act.
---------------------------------------------------------------------------

    \14\ 15 U.S.C. 78s(b)(3)(A).
    \15\ 17 CFR 240.19b-4(f).
---------------------------------------------------------------------------

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views and 
arguments concerning the foregoing, including whether the proposal 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 No. SR-BatsEDGX-2016-49 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 No. SR-BatsEDGX-2016-49. 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 No. SR-BatsEDGX-2016-49 and should be 
submitted on or before October 3, 2016.


[[Page 62783]]


    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\16\
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    \16\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Robert W. Errett,
Deputy Secretary.
[FR Doc. 2016-21800 Filed 9-9-16; 8:45 am]
BILLING CODE 8011-01-P



                                                                          Federal Register / Vol. 81, No. 176 / Monday, September 12, 2016 / Notices                                                     62781

                                                of notice of the filing of a proposed rule              one establishing or changing a member                 charged only in a Market Maker’s
                                                change, or within such longer period up                 due, fee, or other charge imposed by the              assigned classes because it is in these
                                                to 90 days as the Commission may                        Exchange under section 19(b)(3)(A)(ii)                classes that the Market Maker has the
                                                designate if it finds such longer period                of the Act 3 and Rule 19b–4(f)(2)                     general obligation to attract order flow
                                                to be appropriate and publishes its                     thereunder,4 which renders the                        to the Exchange. Each Primary Market
                                                reasons for so finding or as to which the               proposed rule change effective upon                   Maker (‘‘PMM’’) 7 and Directed Market
                                                self-regulatory organization consents,                  filing with the Commission. The                       Maker (‘‘DMM’’) 8 has a marketing fee
                                                the Commission shall either approve the                 Commission is publishing this notice to               pool into which the Exchange will
                                                proposed rule change, disapprove the                    solicit comments on the proposed rule                 deposit the applicable per-contract
                                                proposed rule change, or institute                      change from interested persons.                       marketing fee. For orders directed to
                                                proceedings to determine whether the
                                                                                                        I. Self-Regulatory Organization’s                     DMMs, the applicable marketing fees
                                                proposed rule change should be
                                                                                                        Statement of the Terms of Substance of                are allocated to the DMM pool. For non-
                                                disapproved. The 45th day after
                                                publication of the notice for this                      the Proposed Rule Change                              directed orders, the applicable
                                                proposed rule change is September 16,                      The Exchange filed a proposal to                   marketing fees are allocated to the PMM
                                                2016. The Commission is extending this                  amend the fee schedule applicable to                  pool. All Market Makers that
                                                45-day time period.                                     Members 5 and non-members of the                      participated in such transaction will pay
                                                  The Commission finds that it is                       Exchange pursuant to EDGX Rules                       the applicable marketing fees to the
                                                appropriate to designate a longer period                15.1(a) and (c).                                      Exchange, which allocates such funds to
                                                within which to take action on the                         The text of the proposed rule change               the Market Maker that controls the
                                                proposed rule change so that it has                     is available at the Exchange’s Web site               distribution of the marketing fee pool.
                                                sufficient time to consider the proposed                at www.batstrading.com, at the                        Each month the Market Maker provides
                                                rule change. Accordingly, the                           principal office of the Exchange, and at              instruction to the Exchange describing
                                                Commission, pursuant to Section                         the Commission’s Public Reference                     how the Exchange is to distribute the
                                                19(b)(2) of the Act,5 designates October                Room.                                                 marketing fees in the pool to the order
                                                31, 2016, as the date by which the                                                                            flow provider, who submit as agent,
                                                Commission should either approve or                     II. Self-Regulatory Organization’s
                                                                                                        Statement of the Purpose of, and                      Customer orders to the Exchange.
                                                disapprove or institute proceedings to
                                                                                                        Statutory Basis for, the Proposed Rule                   The Exchange proposes to now
                                                determine whether to disapprove the
                                                                                                        Change                                                require that the total balance of the
                                                proposed rule change (File Number SR–
                                                                                                           In its filing with the Commission, the             undisbursed marketing fees for a PMM
                                                NYSEArca–2016–101).
                                                                                                        Exchange included statements                          pool and DMM pool cannot exceed
                                                  For the Commission, by the Division of                                                                      $250,000. When the pool balance
                                                Trading and Markets, pursuant to delegated              concerning the purpose of and basis for
                                                authority.6                                             the proposed rule change and discussed                exceeds this threshold level, the
                                                                                                        any comments it received on the                       Exchange will rebate funds
                                                Robert W. Errett,
                                                                                                        proposed rule change. The text of these               proportionately to those who have paid
                                                Deputy Secretary.
                                                                                                        statements may be examined at the                     the marketing fee during the preceding
                                                [FR Doc. 2016–21799 Filed 9–9–16; 8:45 am]
                                                                                                        places specified in Item IV below. The                month. Today, undisbursed marketing
                                                BILLING CODE 8011–01–P
                                                                                                        Exchange has prepared summaries, set                  fees are reimbursed to the Market
                                                                                                        forth in sections A, B, and C below, of               Makers that contributed to the pool
                                                SECURITIES AND EXCHANGE                                 the most significant parts of such                    based upon their pro-rata portion of the
                                                COMMISSION                                              statements.                                           entire amount of marketing fee
                                                                                                                                                              collected. As proposed, each month,
                                                [Release No. 34–78771; File No. SR–                     A. Self-Regulatory Organization’s
                                                                                                                                                              undisbursed marketing fees in excess of
                                                BatsEDGX–2016–49]                                       Statement of the Purpose of, and
                                                                                                                                                              $250,000 will be reimbursed to the
                                                                                                        Statutory Basis for, the Proposed Rule
                                                Self-Regulatory Organizations; Bats                     Change                                                Market Makers that contributed to the
                                                EDGX Exchange, Inc.; Notice of Filing                                                                         pool based upon a one month look back
                                                and Immediate Effectiveness of a                        1. Purpose                                            and their pro-rata portion of the entire
                                                Proposed Rule Change to Fees for Use                       The Exchange proposes to amend its                 amount of marketing fee collected
                                                of Bats EDGX Exchange, Inc.                             marketing fee program to institute a                  during that month. The Exchange will
                                                                                                        monthly cap of $250,000 on                            closely monitor the levels of the cap to
                                                September 6, 2016.                                      undisbursed funds and reimburse                       ensure that there are adequate funds
                                                   Pursuant to section 19(b)(1) of the                  excess funds on a pro-rata basis, as                  available to Market Makers to be
                                                Securities Exchange Act of 1934 (the                    further described below.                              competitive. The Exchange believes the
                                                ‘‘Act’’),1 and Rule 19b–4 thereunder,2                     The Exchange assesses a marketing                  proposed cap and reimbursement
                                                notice is hereby given that on August                   fee to all Market Makers for contracts                process would assist Market Makers in
                                                22, 2016, Bats EDGX Exchange, Inc. (the                 they execute in their assigned classes                better managing their respective
                                                ‘‘Exchange’’ or ‘‘EDGX’’) filed with the                when the contra-party to the execution                marketing fee pools and incentivize
                                                Securities and Exchange Commission                      is a Customer.6 The marketing fee is                  them to allocate those funds to order
                                                (‘‘Commission’’) the proposed rule
                                                                                                                                                              flow providers accordingly on a
                                                change as described in Items I, II and III                3 15 U.S.C. 78s(b)(3)(A)(ii).
                                                                                                                                                              monthly basis.
sradovich on DSK3GMQ082PROD with NOTICES




                                                below, which Items have been prepared                     4 17 CFR 240.19b–4(f)(2).
                                                by the Exchange. The Exchange has                         5 The term ‘‘Member’’ is defined as ‘‘any

                                                                                                        registered broker or dealer that has been admitted    Pilot Securities. A Marketing Fee of $0.70 per
                                                designated the proposed rule change as                                                                        contract is assessed to Market Makers for
                                                                                                        to membership in the Exchange.’’ See Exchange
                                                                                                        Rule 1.5(n).                                          transactions in Non-Penny Pilot Securities. A list of
                                                  5 Id.
                                                                                                          6 The amount of the marketing fee depends upon      option classes included in the Penny Pilot Program
                                                  6 17 CFR 200.30–3(a)(31).                                                                                   is available on the Exchange’s Web site.
                                                                                                        whether the affected option class is a Penny Pilot
                                                  1 15 U.S.C. 78s(b)(1).                                                                                         7 See Exchange Rule 21.8(g).
                                                                                                        Security. A marketing fee of $0.25 per contract is
                                                  2 17 CFR 240.19b–4.                                   assessed to Market Makers for transactions in Penny      8 See Exchange Rule 21.8(f).




                                           VerDate Sep<11>2014   18:40 Sep 09, 2016   Jkt 238001   PO 00000   Frm 00081   Fmt 4703   Sfmt 4703   E:\FR\FM\12SEN1.SGM   12SEN1


                                                62782                      Federal Register / Vol. 81, No. 176 / Monday, September 12, 2016 / Notices

                                                2. Statutory Basis                                      allowing their market makers to roll                  investors, or otherwise in furtherance of
                                                   The Exchange believes that the                       over monies from month to month                       the purposes of the Act.
                                                proposed rule change is consistent with                 without making the disbursements
                                                                                                        provided for by their respective                      IV. Solicitation of Comments
                                                the requirements of the Act and the
                                                rules and regulations thereunder that                   programs. Therefore, the Exchange                       Interested persons are invited to
                                                are applicable to a national securities                 believes that providing a cap of                      submit written data, views and
                                                exchange, and, in particular, with the                  $250,000 is equitable and reasonable as               arguments concerning the foregoing,
                                                requirements of section 6 of the Act.9                  it would allow the Exchange to monitor
                                                                                                                                                              including whether the proposal is
                                                Specifically, the Exchange believes that                the impact of the cap on a Market
                                                                                                                                                              consistent with the Act. Comments may
                                                the proposed rule change is consistent                  Maker’s allocation of marketing fees
                                                                                                                                                              be submitted by any of the following
                                                with section 6(b)(4) of the Act,10 in that              without inappropriately limiting a
                                                                                                        Market Maker’s ability to carry over                  methods:
                                                it provides for the equitable allocation
                                                of reasonable dues, fees and other                      funds from month to month.                            Electronic Comments
                                                charges among members and other                         B. Self-Regulatory Organization’s
                                                persons using any facility or system                                                                            • Use the Commission’s Internet
                                                                                                        Statement on Burden on Competition                    comment form (http://www.sec.gov/
                                                which the Exchange operates or
                                                controls.                                                  The Exchange believes its proposed                 rules/sro.shtml); or
                                                   The Exchange notes that the U.S.                     amendments to its fee schedule would                    • Send an email to rule-comments@
                                                options markets are highly competitive,                 not impose any burden on competition                  sec.gov. Please include File No. SR–
                                                and the marketing fee is intended to                    that is not necessary or appropriate in               BatsEDGX–2016–49 on the subject line.
                                                provide an incentive for Market Makers                  furtherance of the purposes of the Act.
                                                to enter into marketing agreements with                 The Exchange does not believe that the                Paper Comments
                                                Members so that they will provide order                 proposed change represents a significant
                                                flow to the Exchange. The marketing fee                                                                         • Send paper comments in triplicate
                                                                                                        departure from previous pricing offered
                                                is charged only in a Market Maker’s                                                                           to Secretary, Securities and Exchange
                                                                                                        by the Exchange or its competitors.
                                                assigned classes because it is in these                                                                       Commission, 100 F Street NE.,
                                                                                                        Additionally, Members may opt to
                                                classes that the Market Maker has the                   disfavor the Exchange’s pricing if they               Washington, DC 20549–1090.
                                                general obligation to attract order flow                believe that alternatives offer them                  All submissions should refer to File No.
                                                to the Exchange.                                        better value. The Exchange believes that              SR–BatsEDGX–2016–49. This file
                                                   The Exchange believes that the                       its proposed marketing fee cap, which is              number should be included on the
                                                proposed amendments to its marketing                    similar to marketing fee caps in place on             subject line if email is used. To help the
                                                fee program, which is similar to                        other options exchanges,13 will enhance               Commission process and review your
                                                marketing fee programs that have                        the Exchange’s competitive position by                comments more efficiently, please use
                                                previously been implemented on other                    resulting in increased liquidity on the
                                                options exchanges,11 will enhance the                                                                         only one method. The Commission will
                                                                                                        Exchange, thereby providing more of an                post all comments on the Commission’s
                                                Exchange’s competitive position and                     opportunity for customers to receive
                                                will result in increased liquidity on the                                                                     Internet Web site (http://www.sec.gov/
                                                                                                        best executions.
                                                Exchange, thereby providing more of an                                                                        rules/sro.shtml). Copies of the
                                                opportunity for customers to receive                    C. Self-Regulatory Organization’s                     submission, all subsequent
                                                best executions. In addition, the                       Statement on Comments on the                          amendments, all written statements
                                                proposed cap and reimbursement                          Proposed Rule Change Received From                    with respect to the proposed rule
                                                process would assist Market Makers in                   Members, Participants, or Others                      change that are filed with the
                                                better managing their respective                                                                              Commission, and all written
                                                                                                          The Exchange has not solicited, and
                                                marketing fee pools and incentivize                                                                           communications relating to the
                                                                                                        does not intend to solicit, comments on
                                                them to allocate those funds to order                   this proposed rule change. The                        proposed rule change between the
                                                flow providers accordingly on a                         Exchange has not received any written                 Commission and any person, other than
                                                monthly basis. The Exchange notes that                  comments from members or other                        those that may be withheld from the
                                                most options exchange’s that administer                 interested parties.                                   public in accordance with the
                                                a marketing fee program do not cap the                                                                        provisions of 5 U.S.C. 552, will be
                                                monthly contributions,12 thereby                        III. Date of Effectiveness of the                     available for Web site viewing and
                                                                                                        Proposed Rule Change and Timing for                   printing in the Commission’s Public
                                                  9 15  U.S.C. 78f.                                     Commission Action                                     Reference Room, 100 F Street NE.,
                                                  10 15  U.S.C. 78f(b)(4).
                                                   11 See International Securities Exchange, Inc.          The foregoing rule change has become               Washington, DC 20549, on official
                                                (‘‘ISE’’) fee schedule available at http://             effective pursuant to section 19(b)(3)(A)             business days between the hours of
                                                www.ise.com/assets/documents/OptionsExchange/           of the Act 14 and paragraph (f) of Rule               10:00 a.m. and 3:00 p.m. Copies of such
                                                legal/fee/ISE_fee_schedule.pdf (implementing a cap                                                            filing will also be available for
                                                of $100,000); ISE Mercury LLC (‘‘ISE Mercury’’) fee     19b–4 thereunder.15 At any time within
                                                schedule available at http://www.ise.com/assets/        60 days of the filing of the proposed rule            inspection and copying at the principal
                                                mercury/documents/OptionsExchange/legal/fee/            change, the Commission summarily may                  office of the Exchange. All comments
                                                Mercury_Fee_Schedule.pdf (implementing a                temporarily suspend such rule change if               received will be posted without change;
                                                marketing fee cap of $100,000); and Chicago Board
                                                Options Exchange, Incorporated (‘‘CBOE’’) fee           it appears to the Commission that such                the Commission does not edit personal
sradovich on DSK3GMQ082PROD with NOTICES




                                                schedule available at http://www.cboe.com/framed/       action is necessary or appropriate in the             identifying information from
                                                pdfframed.aspx?content=/publish/feeschedule/            public interest, for the protection of                submissions. You should submit only
                                                CBOEFeeSchedule.pdf&section=SEC_
                                                RESOURCES&title=CBOE%20Fee%20Schedule
                                                                                                                                                              information that you wish to make
                                                (implementing a marketing fee cap of $100,000).         http://www.miaxoptions.com/sites/default/files/       available publicly. All submissions
                                                   12 See e.g., Nasdaq PHLX LLC (‘‘PHLX’’) price list   MIAX_Options_Fee_Schedule_08012016C.pdf.              should refer to File No. SR–BatsEDGX–
                                                                                                          13 See supra note 10.
                                                available at http://www.nasdaqtrader.com/                                                                     2016–49 and should be submitted on or
                                                                                                          14 15 U.S.C. 78s(b)(3)(A).
                                                Micro.aspx?id=PHLXPricing; Miami International
                                                Securities Exchange LLC (‘‘MIAX’’) available at           15 17 CFR 240.19b–4(f).                             before October 3, 2016.



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                                                                            Federal Register / Vol. 81, No. 176 / Monday, September 12, 2016 / Notices                                                    62783

                                                  For the Commission, by the Division of                this registration requirement, Canadian-               that in any given year approximately 36
                                                Trading and Markets, pursuant to delegated              U.S. Participants previously were not                  (or 1 percent) of those issuers are likely
                                                authority.16                                            able to purchase or exchange securities                to rely on rule 237 to make a public
                                                Robert W. Errett,                                       for their Canadian retirement accounts                 offering of their securities to
                                                Deputy Secretary.                                       as needed to meet their changing                       participants, and that each of those 36
                                                [FR Doc. 2016–21800 Filed 9–9–16; 8:45 am]              investment goals or income needs.                      issuers, on average, distributes 3
                                                BILLING CODE 8011–01–P                                     The Commission issued a rulemaking                  different written offering documents
                                                                                                        in 2000 that enabled Canadian-U.S.                     concerning those securities, for a total of
                                                                                                        Participants to manage the assets in                   108 offering documents.
                                                SECURITIES AND EXCHANGE                                 their Canadian retirement accounts by                     The staff therefore estimates that
                                                COMMISSION                                              providing relief from the U.S.                         during each year that rule 237 is in
                                                                                                        registration requirements for offers of                effect, approximately 36 respondents 5
                                                Submission for OMB Review;                              securities of foreign issuers to Canadian-             would be required to make 108
                                                Comment Request                                         U.S. Participants and sales to Canadian                responses by adding the new disclosure
                                                                                                        retirement accounts.2 Rule 237 under                   statements to approximately 108 written
                                                Upon Written Request Copies Available
                                                                                                        the Securities Act 3 permits securities of             offering documents. Thus, the staff
                                                 From: Securities and Exchange
                                                                                                        foreign issuers, including securities of               estimates that the total annual burden
                                                 Commission, Office of FOIA Services,
                                                                                                        foreign funds, to be offered to Canadian-              associated with the rule 237 disclosure
                                                 100 F Street NE., Washington, DC
                                                                                                        U.S. Participants and sold to their                    requirement would be approximately 18
                                                 20549–2736
                                                                                                        Canadian retirement accounts without                   hours (108 offering documents × 10
                                                Extension:                                                                                                     minutes per document). The total
                                                                                                        being registered under the Securities
                                                  Rule 237, SEC File No. 270–465, OMB                                                                          annual cost of burden hours is estimated
                                                    Control No. 3235–0528                               Act.
                                                                                                           Rule 237 requires written offering                  to be $6,840 (18 hours × $380 per hour
                                                   Notice is hereby given that, pursuant                documents for securities offered and                   of attorney time).6
                                                to the Paperwork Reduction Act of 1995                  sold in reliance on the rule to disclose                  In addition, issuers from foreign
                                                (44 U.S.C. 350l–3520), the Securities                   prominently that the securities are not                countries other than Canada could rely
                                                and Exchange Commission (the                            registered with the Commission and are                 on rule 237 to offer securities to
                                                ‘‘Commission’’) has submitted to the                    exempt from registration under the U.S.                Canadian-U.S. Participants and sell
                                                Office of Management and Budget a                       securities laws. The burden under the                  securities to their accounts without
                                                request for extension and approval of                   rule associated with adding this                       becoming subject to the registration
                                                the collection of information discussed                 disclosure to written offering documents               requirements of the Securities Act.
                                                below.                                                  is minimal and is non-recurring. The                   However, the staff believes that the
                                                   In Canada, as in the United States,                  foreign issuer, underwriter, or broker-                number of issuers from other countries
                                                individuals can invest a portion of their               dealer can redraft an existing prospectus              that rely on rule 237, and that therefore
                                                earnings in tax-deferred retirement                     or other written offering material to add              are required to comply with the offering
                                                savings accounts (‘‘Canadian retirement                 this disclosure statement, or may draft                document disclosure requirements, is
                                                accounts’’). These accounts, which                      a sticker or supplement containing this                negligible.
                                                operate in a manner similar to                          disclosure to be added to existing                        These burden hour estimates are
                                                individual retirement accounts in the                   offering materials. In either case, based              based upon the Commission staff’s
                                                United States, encourage retirement                     on discussions with representatives of                 experience and discussions with the
                                                savings by permitting savings on a tax-                 the Canadian fund industry, the staff                  fund industry. The estimates of average
                                                deferred basis. Individuals who                         estimates that it would take an average                burden hours are made solely for the
                                                establish Canadian retirement accounts                  of 10 minutes per document to draft the                purposes of the Paperwork Reduction
                                                while living and working in Canada and                  requisite disclosure statement.                        Act. These estimates are not derived
                                                who later move to the United States                        The Commission understands that
                                                (‘‘Canadian-U.S. Participants’’ or                      there are approximately 3,619 Canadian                 statistics/monthly-reports (providing number of
                                                ‘‘participants’’) often continue to hold                                                                       equity issuers listed on Canada’s Toronto Stock
                                                                                                        issuers other than funds that may rely                 Exchange). After 2009, the World Federation of
                                                their retirement assets in their Canadian               on rule 237 to make an initial public                  Exchanges ceased reporting the number of fixed-
                                                retirement accounts rather than                         offering of their securities to Canadian-              income issuers on Canada’s Toronto Stock
                                                prematurely withdrawing (or ‘‘cashing                   U.S. Participants.4 The staff estimates                Exchange. The number of fixed-income issuers as
                                                out’’) those assets, which would result                                                                        of April 2016 is based on the ratio of the number
                                                                                                                                                               of fixed-income issuers listed on Canada’s Toronto
                                                in immediate taxation in Canada.                        (‘‘funds’’) that are not registered pursuant to the    Stock Exchange in 2009 (111) relative to the number
                                                   Once in the United States, however,                  Investment Company Act of 1940 (‘‘Investment           of bonds listed on that exchange in that year (178)
                                                these participants historically have been               Company Act’’) is generally prohibited by U.S.         multiplied against the number of bonds listed on
                                                unable to manage their Canadian                         securities laws. 15 U.S.C. 80a.                        that exchange as of April 2016 (159): (111/178) ×
                                                                                                           2 See Offer and Sale of Securities to Canadian      159 = 99.
                                                retirement account investments. Most                    Tax-Deferred Retirement Savings Accounts, Release        5 This estimate of respondents only includes
                                                securities that are ‘‘qualified                         Nos. 33–7860, 34–42905, IC–24491 (June 7, 2000)        foreign issuers. The number of respondents would
                                                investments’’ for Canadian retirement                   [65 FR 37672 (June 15, 2000)]. This rulemaking also    be greater if foreign underwriters or broker-dealers
                                                accounts are not registered under the                   included new rule 7d–2 under the Investment            draft stickers or supplements to add the required
                                                                                                        Company Act, permitting foreign funds to offer         disclosure to existing offering documents.
                                                U.S. securities laws. Those securities,                 securities to Canadian-U.S. Participants and sell        6 The Commission’s estimate concerning the wage
                                                therefore, generally cannot be publicly                 securities to Canadian retirement accounts without     rate for attorney time is based on salary information
sradovich on DSK3GMQ082PROD with NOTICES




                                                offered and sold in the United States                   registering as investment companies under the          for the securities industry compiled by the
                                                without violating the registration                      Investment Company Act. 17 CFR 270.7d–2.               Securities Industry and Financial Markets
                                                                                                           3 17 CFR 230.237.
                                                requirement of the Securities Act of                                                                           Association (‘‘SIFMA’’). The $380 per hour figure
                                                                                                           4 This estimate is based on the following           for an attorney is from SIFMA’s Management &
                                                1933 (‘‘Securities Act’’).1 As a result of              calculation: 3,520 equity issuers (as of April 2016)   Professional Earnings in the Securities Industry
                                                                                                        + 99 bond issuers (as of April 2016) = 3,619 total     2013, modified by Commission staff to account for
                                                  16 17 CFR 200.30–3(a)(12).                            issuers (as of April 2016). See World Federation of    an 1800-hour work-year and multiplied by 5.35 to
                                                  1 15 U.S.C. 77. In addition, the offering and         Exchanges, Monthly Reports, available at http://       account for bonuses, firm size, employee benefits,
                                                selling of securities of investment companies           www.world-exchanges.org/home/index.php/                and overhead.



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Document Created: 2016-09-10 00:56:50
Document Modified: 2016-09-10 00:56:50
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 62781 

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