81 FR 63549 - Self-Regulatory Organizations; Bats EDGA Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend Rule 11.21(b) Regarding the Data Collection Requirements of the Regulation NMS Plan To Implement a Tick Size Pilot Program
SECURITIES AND EXCHANGE COMMISSION Federal Register Volume 81, Issue 179 (September 15, 2016)
Federal Register Volume 81, Issue 179 (September 15, 2016)
| Page Range | 63549-63552 | |
| FR Document | 2016-22148 |
[Federal Register Volume 81, Number 179 (Thursday, September 15, 2016)] [Notices] [Pages 63549-63552] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2016-22148] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Release No. 34-78799; File No. SR-BatsEDGA-2016-21] Self-Regulatory Organizations; Bats EDGA Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend Rule 11.21(b) Regarding the Data Collection Requirements of the Regulation NMS Plan To Implement a Tick Size Pilot Program September 9, 2016. Pursuant to section 19(b)(1) of the Securities Exchange Act of 1934 (``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that on August 26, 2016, Bats EDGA Exchange, Inc. (``Exchange'' or ``EDGA'') filed with the Securities and Exchange Commission (``Commission'') the proposed rule change as described in Items I and II below, which Items have been prepared by the Exchange. The Exchange has designated this proposal as a ``non-controversial'' proposed rule change pursuant to section 19(b)(3)(A) of the Act \3\ and Rule 19b-4(f)(6)(iii) thereunder,\4\ which renders it effective upon filing with the Commission. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. --------------------------------------------------------------------------- \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). --------------------------------------------------------------------------- I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The Exchange filed a proposal to amend Exchange Rule 11.21(b) regarding the data collection requirements of the Regulation NMS Plan to Implement a Tick Size Pilot Program (``Plan'').\5\ --------------------------------------------------------------------------- \5\ See Securities Exchange Act Release No. 74892 (May 6, 2015), 80 FR 27513 (May 13, 2015) (``Approval Order''). --------------------------------------------------------------------------- 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 On August 25, 2014, the Exchange, and several other self-regulatory organizations (the ``Participants'') filed with the Commission, pursuant to section 11A of the Act \6\ and Rule 608 of Regulation NMS thereunder,\7\ the Plan to Implement a Tick Size Pilot Program (the ``Plan'').\8\ The Participants filed the Plan to comply with an order issued by the Commission on June 24, 2014.\9\ The Plan was published for comment in the Federal Register on November 7, 2014, and approved by the Commission, as modified, on May 6, 2015.\10\ --------------------------------------------------------------------------- \6\ 15 U.S.C. 78k-1. \7\ 17 CFR 242.608. \8\ See Letter from Brendon J. Weiss, Vice President, Intercontinental Exchange, Inc., to Secretary, Commission, dated August 25, 2014. \9\ See Securities Exchange Act Release No 72460 (June 24, 2014), 79 FR 36840 (June 30, 2014). \10\ See Securities Exchange Act Release No. 74892 (May 6, 2015), 80 FR 27513 (May 13, 2015) (``Approval Order''). --------------------------------------------------------------------------- The Plan is designed to allow the Commission, market participants, and the public to study and assess the impact of increment conventions on the [[Page 63550]] liquidity and trading of the common stock of small-capitalization companies. Each Participant is required to comply, and to enforce compliance by its member organizations, as applicable, with the provisions of the Plan. The Plan provides for the creation of a group of Pilot Securities, which shall be placed in a control group and three separate test groups, with each subject to varying quoting and trading increments. Pilot Securities in the control group will be quoted at the current tick size increment of $0.01 per share and will trade at the currently permitted increments. Pilot Securities in the first test group will be quoted in $0.05 minimum increments but will continue to trade at any price increment that is currently permitted.\11\ Pilot Securities in the second test group (``Test Group Two'') will be quoted in $0.05 minimum increments and will trade at $0.05 minimum increments subject to a midpoint exception, a retail investor order exception, and a negotiated trade exception.\12\ Pilot Securities in the third test group (``Test Group Three'') will be subject to the same quoting and trading increments as Test Group Two, and also will be subject to the ``Trade-at'' requirement to prevent price matching by a market participant that is not displaying at the price of a Trading Center's ``Best Protected Bid'' or ``Best Protected Offer,'' unless an enumerated exception applies.\13\ In addition to the exceptions provided under Test Group Two, an exception for Block Size orders and exceptions that mirror those under Rule 611 of Regulation NMS \14\ will apply to the Trade-at requirement. --------------------------------------------------------------------------- \11\ See Section VI(B) of the Plan. \12\ See Section VI(C) of the Plan. \13\ See Section VI(D) of the Plan. \14\ 17 CFR 242.611. --------------------------------------------------------------------------- The Plan also requires a Trading Center \15\ or a Market Maker \16\ to collect and transmit certain data to its designated examining authority (``DEA''), and requires DEAs to transmit this data to the Commission. Participants that operate a Trading Center also are required under the Plan to collect certain data, which is then transmitted directly to the Commission. With respect to Trading Centers, Appendix B.I to the Plan (Market Quality Statistics) requires a Trading Center to submit to the Participant that is its DEA a variety of market quality statistics. Appendix B.II to the Plan (Market and Marketable Limit Order Data) requires a Trading Center to submit information to its DEA relating to market orders and marketable limit orders, including the time of order receipt, order type, the order size, and the National Best Bid and National Best Offer quoted price. --------------------------------------------------------------------------- \15\ The Plan incorporates the definition of a ``Trading Center'' from Rule 600(b)(78) of Regulation NMS. Regulation NMS defines a ``Trading Center'' as ``a national securities exchange or national securities association that operates an SRO trading facility, an alternative trading system, an exchange market maker, an OTC market maker, or any other broker or dealer that executes orders internally by trading as principal or crossing orders as agent.'' See 17 CFR 242.600(b). \16\ The Plan defines a Market Maker as ``a dealer registered with any self-regulatory organization, in accordance with the rules thereof, as (i) a market maker or (ii) a liquidity provider with an obligation to maintain continuous, two-sided trading interest.'' --------------------------------------------------------------------------- With respect to Market Makers, Appendix B.III requires a Participant that is a national securities exchange to collect daily Market Maker Registration statistics. Appendix B.IV requires a Participant to collect data related to Market Maker participation with respect to each Market Maker engaging in trading activity on a Trading Center operated by the Participant. Appendix C.I requires a Participant to collect data related to Market Maker profitability from each Market Maker for which it is the DEA. Appendix C.II requires the Participant, as DEA, to aggregate the Appendix C.I data, and to transmit this data to the Commission. The Commission approved the Pilot on a two-year basis, with implementation to begin no later than May 6, 2016.\17\ On November 6, 2015, the SEC exempted the Participants from implementing the pilot until October 3, 2016.\18\ As set forth in Appendices B and C to the Plan, data that is reported pursuant to the appendices shall be provided for dates starting six months prior to the Pilot Period through six months after the end of the Pilot Period. Under the revised Pilot implementation date, the Pre-Pilot data collection period commenced on April 4, 2016. --------------------------------------------------------------------------- \17\ See Approval Order at 27533 and 27545. \18\ See Securities Exchange Act Release No. 76382 (November 6, 2015), 80 FR 70284 (November 13, 2015) (File No. 4-657). --------------------------------------------------------------------------- On March 16, 2016, the Exchange filed with the Commission a proposed rule change to adopt Exchange Rule 11.21(b) to implement the data collection requirements of the Plan.\19\ On December 9, 2015, FINRA, on behalf of the Plan Participants, submitted an exemptive request to the Commission, seeking an exemption from certain data collection and reporting requirements set forth in the Plan.\20\ --------------------------------------------------------------------------- \19\ See Securities Exchange Act Release No. 77417 (March 22, 2016), 81 FR 17219 (March 28, 2016) (Notice of Filing and Immediate Effectiveness of File No. SR-BatsEDGA-2016-01). The Exchange also submitted a proposed rule change to implement the quoting and trading requirements of the Plan. See Securities Exchange Act Release No. 77792 (May 10, 2016), 81 FR 30397 (May 16, 2016) (Notice of Filing and Immediate Effectiveness of File No. SR- BatsEDGA-2016-08). \20\ See letter from Marcia E. Asquith, Senior Vice President and Corporate Secretary, FINRA dated December 9, 2015 to Robert W. Errett, Deputy Secretary, Commission (``Exemption Request''). The Commission, pursuant to its authority under Rule 608(e) of Regulation NMS, granted the Exchange a limited exemption from the requirement to comply with certain provisions of the Plan as specified in the letter and noted herein. See letter from David Shillman, Associate Director, Division of Trading and Markets, Commission to Eric Swanson, General Counsel, the Exchange, dated March 22, 2016 (``Exemption Letter''). --------------------------------------------------------------------------- The Exchange now proposes to further amend Rule 11.21(b) to modify additional data collection and reporting requirements.\21\ First, Appendix B.I.a(21) through B.I.a(27) currently requires that Trading Centers report the cumulative number of shares of cancelled orders during a specified duration of time after receipt of the order that was cancelled. The Exchange and the other Participants believe that, for purposes of reporting cancelled orders, it is appropriate to categorize unexecuted Immediate or Cancel orders separately as one bucket irrespective of the duration of time after order receipt, i.e., without a time increment, to better differentiate orders cancelled subsequent to entry from those where the customer's intent prior to order entry was to cancel the order if no execution could be immediately obtained. The Exchange, therefore, proposes to modify Supplementary Material [sic].04 to provide that unexecuted Immediate or Cancel orders shall be categorized separately for purposes of Appendix B.I.a(21) through B.I.a(27). --------------------------------------------------------------------------- \21\ The Exchange notes that, in connection with this proposed rule change, FINRA, on behalf of the Plan Participants, intends to file an exemptive request seeking relief from certain of the Plan's data collection requirements. --------------------------------------------------------------------------- The second change relates to the reporting of daily market quality statistics pursuant to Appendix B.I. Currently, Appendix B.I sets forth categories of orders, including market orders, marketable limit orders, and inside-the-quote resting limit orders, for which daily market quality statistics must be reported. The Exchange and the other Participants have determined that it is appropriate to include an order type for limit orders priced more than $0.10 away from the NBBO for purposes of Appendix B reporting. The Exchange therefore proposes to amend Supplementary Material [sic].06 to provide that limit orders priced more than $0.10 away from the NBBO shall be included as an order type for purposes of Appendix B reporting, and shall be assigned the number (22). These orders are not currently required to be reported [[Page 63551]] pursuant to Appendix B, and The Exchange and the other Participants believe that requiring the reporting of such orders will produce a more comprehensive data set. The third change relates to the reporting of market quality statistics pursuant to Appendix B.I for a variety of order types, including inside-the-quote resting limit orders (12), at-the-quote resting limit orders (13), and near-the-quote resting limit orders (within $0.10 of the NBBO) (14). The Exchange and the other Participants believe that it is appropriate to require Trading Centers to report all orders that fall within these categories, and not just those orders that are ``resting.'' The Exchange, therefore, proposes to amend Supplementary Material [sic].06 to make this change. In the fourth change, the Exchange proposes to add new Supplementary Material [sic].09 to modify the manner in which market maker participation statistics are calculated. Currently, Appendix B.IV provides that market maker participation statistics shall be calculated based on share participation, trade participation, cross-quote share (trade) participation, inside-the-quote share (trade) participation, at-the-quote share (trade) participation, and outside-the-quote share (trade) participation. The Exchange and the other Participants have determined that it is appropriate to add the count of the number of Market Makers used in the calculation of share (trade) participation to each category. The Exchange is therefore proposing this change as part of Supplementary Material [sic].09. In addition, Appendix B.IV(b) and (c) currently require that, when aggregating across Market Makers, share participation and trade participation shall be calculated using the share-weighted average and trade-weighted average, respectively. The Exchange and the other Participants believe that it is more appropriate to calculate share and trade participation by providing the total count of shares or trades, as applicable, rather than weighted averages, and the Exchange is therefore proposing this change as part of Supplementary Material [sic].09. The fifth change relates to the NBBO that a Trading Center is required to use when performing certain quote-related calculations. When calculating cross-quote share (trade) participation pursuant to Appendix B.IV(d) and inside-the-quote share (trade) participation pursuant to Appendix B.IV(e), the Plan requires the Trading Center to utilize the NBBO at the time of the trade for both share and trade participation calculations. When calculating at-the-quote share (trade) participation and outside-the-quote share (trade) participation pursuant to Appendix B.IV(f) and (g), the Plan allows the Trading Center to utilize the National Best Bid or National Best Offer (NBBO) at the time of or immediately before the trade for both share and trade participation calculations. The Exchange and the other Participants believe that it is appropriate to calculate all quote participation (cross-quote share (trade) participation, inside-the-quote share (trade) participation, at-the-quote share (trade) participation and outside-the-quote share (trade) participation) solely by reference to the NBBO in effect immediately prior to the trade. The Exchange therefore proposes to make this change as part of Supplementary Material [sic].09. Finally, the Exchange proposes to change the end date until which the Pre-Pilot Data Collection Securities shall be used to fulfill the Plan's data collection requirements. Currently, Supplementary Material [sic].10 provides that Pre-Pilot Data Collection Securities are the securities designated by the Participants for purposes of the data collection requirements described in Items I, II and IV of Appendix B and Item I of Appendix C to the Plan for the period beginning six months prior to the Pilot Period and ending on the trading day immediately preceding the Pilot Period. The Exchange and the other Participants believe that it is appropriate to use the Pilot Securities to satisfy the Plan's data collection requirements prior to the commencement of the Pilot. According, the Exchange is revising Supplementary Material [sic].10 (which will be re-numbered as Supplementary Material [sic].11) to provide that the Pre-Pilot Data Collection Securities shall be used to satisfy the Plan's data collection requirements through thirty-one days prior to the Pilot Period, after which time the Pilot Securities shall be used for purposes of the data collection requirements.\22\ --------------------------------------------------------------------------- \22\ After regular trading hours on September 2, 2016, the national securities exchanges will establish which securities will be included as Pilot Securities for purposes of the Plan. The Exchange and the other Participants have determined that members should use the Pilot Securities list for data collection purposes once it becomes available. Thus, the proposed rule change requires that, beginning thirty days prior to the first day of the Pilot Period--i.e., September 3, 2016--the Exchange and the Exchange members will comply with the data collection obligations of the Plan by collecting data on the Pilot Securities. As a result, beginning on September 3, 2016, members must migrate from using the Exchange's published Pre-Pilot Data Collection Security list and begin using the Pilot Securities list. September 2, 2016 will be the last day that members use the Pre-Pilot Data Collection Security list. --------------------------------------------------------------------------- As noted in Item 2 of this filing, the Exchange has filed the proposed rule change for immediate effectiveness. The Exchange has requested that the SEC waive the 30-day operative period so that the proposed rule change can become operative on August 30, 2016. 2. Statutory Basis The Exchange believes that its proposal is consistent with section 6(b) of the Act \23\ in general, and furthers the objectives of section 6(b)(5) of the Act \24\ in particular, in that it is designed to promote just and equitable principles of trade, to foster cooperation and coordination with persons engaged in facilitating transactions in securities, to remove impediments to and perfect the mechanism of a free and open market and a national market system and, in general, to protect investors and the public interest. --------------------------------------------------------------------------- \23\ 15 U.S.C. 78f(b). \24\ 15 U.S.C. 78f(b)(5). --------------------------------------------------------------------------- The Exchange believes that this proposal is consistent with the Act because it implements and clarifies the provisions of the Plan, and is designed to assist the Exchange in meeting its regulatory obligations pursuant of the Plan. In approving the Plan, the SEC noted that the Pilot was an appropriate, data-driven test that was designed to evaluate the impact of a wider tick size on trading, liquidity, and the market quality of securities of smaller capitalization companies, and was therefore in furtherance of the purposes of the Act. The Exchange believes that this proposal is in furtherance of the objectives of the Plan, as identified by the SEC, and is therefore consistent with the Act because the proposal implements and clarifies the requirements of the Plan and applies specific obligations to Members in furtherance of compliance with the Plan. (B) Self-Regulatory Organization's Statement on Burden on Competition The Exchange notes that the proposed rule change implements the provisions of the Plan, and is designed to assist the Exchange in meeting its regulatory obligations pursuant to the Plan. The Exchange also notes that, other than the change to require use of the Pilot Securities beginning thirty days prior to the beginning of the Pilot Period, the proposed changes will not affect the data collection and reporting requirements for members that operate Trading Centers; the proposed changes will only affect how the Exchange and Participants that operate Trading Centers collect and report data. The [[Page 63552]] Exchange notes that, with respect to the change to require the use of the Pilot Securities beginning thirty days prior to the start of the Pilot Period, the proposed change reduces the number of securities on which affected members otherwise would have been required to collect data pursuant to the Plan and Exchange Rule 11.21(b). In addition, the proposed rule change applies equally to all similarly situated members. Therefore, the Exchange does not believe that the proposed rule change will result in any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act. (C) Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants or Others Written comments were neither solicited nor received. 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 \25\ and Rule 19b-4(f)(6) \26\ thereunder because the proposal does not: (i) Significantly affect the protection of investors or the public interest; (ii) impose any significant burden on competition; and (iii) by its terms, become operative for 30 days from the date on which it was filed, or such shorter time as the Commission may designate if consistent with the protection of investors and the public interest. --------------------------------------------------------------------------- \25\ 15 U.S.C. 78s(b)(3)(A). \26\ 17 CFR 240.19b-4(f)(6). --------------------------------------------------------------------------- A proposed rule change filed under Rule 19b-4(f)(6) \27\ normally does not become operative prior to 30 days after the date of the filing. However, pursuant to Rule 19b-4(f)(6)(iii),\28\ the Commission may designate a shorter time if such action is consistent with the protection of investors and the public interest. The Exchange has asked the Commission to waive the 30-day operative delay so that so that the proposed rule change can become operative on August 30, 2016. --------------------------------------------------------------------------- \27\ 17 CFR 240.19b-4(f)(6). \28\ 17 CFR 240.19b-4(f)(6)(iii). --------------------------------------------------------------------------- The Commission believes that waiving the 30-day operative delay is consistent with the protection of investors and the public interest because it will allow the Exchange to implement the proposed rules immediately thereby preventing delays in the implementation of the Plan. The Commission notes that the Plan is scheduled to start on October 3, 2016. Therefore, the Commission hereby waives the 30-day operative delay and designates the proposed rule change to be operative upon filing with the Commission.\29\ --------------------------------------------------------------------------- \29\ For purposes only of waiving the operative delay for this proposal, the Commission has considered the proposed rule's impact on efficiency, competition, and capital formation. See 15 U.S.C. 78c(f). --------------------------------------------------------------------------- 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.\30\ --------------------------------------------------------------------------- \30\ 15 U.S.C. 78s(b)(3)(C). --------------------------------------------------------------------------- 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 CommentsUse 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-2016-21 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-2016-21. This file number should be included on the subject line if email is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for Web site viewing and printing in the Commission's Public Reference Room, 100 F Street NE., Washington, DC 20549, on official business days between the hours of 10:00 a.m. and 3:00 p.m. Copies of such filing also will be available for inspection and copying at the principal office of the Exchange. All comments received will be posted without change; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR-BatsEDGA-2016-21 and should be submitted on or before October 6, 2016. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.\31\ --------------------------------------------------------------------------- \31\ 17 CFR 200.30-3(a)(12). --------------------------------------------------------------------------- Brent J. Fields, Secretary. [FR Doc. 2016-22148 Filed 9-14-16; 8:45 am] BILLING CODE 8011-01-P
![Federal Register / Vol. 81, No. 179 / Thursday, September 15, 2016 / Notices 63549
overly complex fund structures, which exemption is consistent with the public I. Self-Regulatory Organization’s
are the concerns underlying the limits interest and the protection of investors. Statement of the Terms of Substance of
in sections 12(d)(1)(A) and (B) of the Section 17(b) of the Act authorizes the the Proposed Rule Change
Act. Commission to grant an order The Exchange filed a proposal to
8. Applicants request an exemption permitting a transaction otherwise amend Exchange Rule 11.21(b)
from sections 17(a)(1) and 17(a)(2) of the prohibited by section 17(a) if it finds regarding the data collection
Act to permit persons that are Affiliated that (a) the terms of the proposed requirements of the Regulation NMS
Persons, or Second Tier Affiliates, of the transaction are fair and reasonable and Plan to Implement a Tick Size Pilot
Funds, solely by virtue of certain Program (‘‘Plan’’).5
do not involve overreaching on the part
ownership interests, to effectuate The text of the proposed rule change
of any person concerned; (b) the
purchases and redemptions in-kind. The is available at the Exchange’s Web site
deposit procedures for in-kind proposed transaction is consistent with
the policies of each registered at www.batstrading.com, at the
purchases of Creation Units and the principal office of the Exchange, and at
redemption procedures for in-kind investment company involved; and (c)
the proposed transaction is consistent the Commission’s Public Reference
redemptions of Creation Units will be Room.
the same for all purchases and with the general purposes of the Act.
redemptions and Deposit Instruments For the Commission, by the Division of II. Self-Regulatory Organization’s
and Redemption Instruments will be Investment Management, under delegated Statement of the Purpose of, and
valued in the same manner as those authority. Statutory Basis for, the Proposed Rule
investment positions currently held by Change
Brent J. Fields,
the Funds. Applicants also seek relief In its filing with the Commission, the
Secretary.
from the prohibitions on affiliated Exchange included statements
transactions in section 17(a) to permit a [FR Doc. 2016–22125 Filed 9–14–16; 8:45 am]
concerning the purpose of and basis for
Fund to sell its shares to and redeem its BILLING CODE 8011–01–P
the proposed rule change and discussed
shares from a Fund of Funds, and to any comments it received on the
engage in the accompanying in-kind proposed rule change. The text of these
transactions with the Fund of Funds.3 SECURITIES AND EXCHANGE
statements may be examined at the
The purchase of Creation Units by a COMMISSION
places specified in Item IV below. The
Fund of Funds directly from a Fund will Exchange has prepared summaries, set
be accomplished in accordance with the [Release No. 34–78799; File No. SR– forth in sections A, B, and C below, of
policies of the Fund of Funds and will BatsEDGA–2016–21] the most significant parts of such
be based on the NAVs of the Funds. statements.
9. Applicants also request relief to Self-Regulatory Organizations; Bats
permit a Feeder Fund to acquire shares EDGA Exchange, Inc.; Notice of Filing (A) Self-Regulatory Organization’s
of another registered investment and Immediate Effectiveness of a Statement of the Purpose of, and
company managed by the Adviser Proposed Rule Change To Amend Rule Statutory Basis for, the Proposed Rule
having substantially the same 11.21(b) Regarding the Data Collection Change
investment objectives as the Feeder Requirements of the Regulation NMS 1. Purpose
Fund (‘‘Master Fund’’) beyond the Plan To Implement a Tick Size Pilot
limitations in section 12(d)(1)(A) and On August 25, 2014, the Exchange,
Program and several other self-regulatory
permit the Master Fund, and any
principal underwriter for the Master September 9, 2016. organizations (the ‘‘Participants’’) filed
Fund, to sell shares of the Master Fund with the Commission, pursuant to
Pursuant to section 19(b)(1) of the section 11A of the Act 6 and Rule 608 of
to the Feeder Fund beyond the
limitations in section 12(d)(1)(B). Securities Exchange Act of 1934 Regulation NMS thereunder,7 the Plan
10. Section 6(c) of the Act permits the (‘‘Act’’),1 and Rule 19b–4 thereunder,2 to Implement a Tick Size Pilot Program
Commission to exempt any persons or notice is hereby given that on August (the ‘‘Plan’’).8 The Participants filed the
transactions from any provision of the 26, 2016, Bats EDGA Exchange, Inc. Plan to comply with an order issued by
Act if such exemption is necessary or (‘‘Exchange’’ or ‘‘EDGA’’) filed with the the Commission on June 24, 2014.9 The
appropriate in the public interest and Securities and Exchange Commission Plan was published for comment in the
consistent with the protection of (‘‘Commission’’) the proposed rule Federal Register on November 7, 2014,
investors and the purposes fairly change as described in Items I and II and approved by the Commission, as
intended by the policy and provisions of below, which Items have been prepared modified, on May 6, 2015.10
the Act. Section 12(d)(1)(J) of the Act by the Exchange. The Exchange has The Plan is designed to allow the
provides that the Commission may designated this proposal as a ‘‘non- Commission, market participants, and
exempt any person, security, or controversial’’ proposed rule change the public to study and assess the
transaction, or any class or classes of pursuant to section 19(b)(3)(A) of the impact of increment conventions on the
persons, securities, or transactions, from Act 3 and Rule 19b–4(f)(6)(iii) 5 See Securities Exchange Act Release No. 74892
any provision of section 12(d)(1) if the thereunder,4 which renders it effective (May 6, 2015), 80 FR 27513 (May 13, 2015)
3 The requested relief would apply to direct sales
upon filing with the Commission. The (‘‘Approval Order’’).
of shares in Creation Units by a Fund to a Fund of Commission is publishing this notice to 6 15 U.S.C. 78k–1.
sradovich on DSK3GMQ082PROD with NOTICES
7 17 CFR 242.608.
Funds and redemptions of those shares. Applicants, solicit comments on the proposed rule
8 See Letter from Brendon J. Weiss, Vice
moreover, are not seeking relief from section 17(a) change from interested persons.
for, and the requested relief will not apply to, President, Intercontinental Exchange, Inc., to
transactions where a Fund could be deemed an Secretary, Commission, dated August 25, 2014.
9 See Securities Exchange Act Release No 72460
Affiliated Person, or a Second-Tier Affiliate, of a 1 15 U.S.C. 78s(b)(1).
Fund of Funds because an Adviser or an entity (June 24, 2014), 79 FR 36840 (June 30, 2014).
2 17 CFR 240.19b–4.
controlling, controlled by or under common control 10 See Securities Exchange Act Release No. 74892
3 15 U.S.C. 78s(b)(3)(A).
with an Adviser provides investment advisory (May 6, 2015), 80 FR 27513 (May 13, 2015)
services to that Fund of Funds. 4 17 CFR 240.19b–4(f)(6)(iii). (‘‘Approval Order’’).
VerDate Sep<11>2014 17:34 Sep 14, 2016 Jkt 238001 PO 00000 Frm 00083 Fmt 4703 Sfmt 4703 E:\FR\FM\15SEN1.SGM 15SEN1](https://thefederalregister.org/doc/81_FR_63728/page/1.svg)
![63550 Federal Register / Vol. 81, No. 179 / Thursday, September 15, 2016 / Notices
liquidity and trading of the common transmitted directly to the Commission. collection and reporting requirements
stock of small-capitalization companies. With respect to Trading Centers, set forth in the Plan.20
Each Participant is required to comply, Appendix B.I to the Plan (Market The Exchange now proposes to
and to enforce compliance by its Quality Statistics) requires a Trading further amend Rule 11.21(b) to modify
member organizations, as applicable, Center to submit to the Participant that additional data collection and reporting
with the provisions of the Plan. is its DEA a variety of market quality requirements.21 First, Appendix
The Plan provides for the creation of statistics. Appendix B.II to the Plan B.I.a(21) through B.I.a(27) currently
a group of Pilot Securities, which shall (Market and Marketable Limit Order requires that Trading Centers report the
be placed in a control group and three Data) requires a Trading Center to cumulative number of shares of
separate test groups, with each subject submit information to its DEA relating cancelled orders during a specified
to varying quoting and trading to market orders and marketable limit duration of time after receipt of the
increments. Pilot Securities in the orders, including the time of order order that was cancelled. The Exchange
control group will be quoted at the receipt, order type, the order size, and and the other Participants believe that,
current tick size increment of $0.01 per the National Best Bid and National Best for purposes of reporting cancelled
share and will trade at the currently Offer quoted price. orders, it is appropriate to categorize
permitted increments. Pilot Securities in With respect to Market Makers, unexecuted Immediate or Cancel orders
the first test group will be quoted in Appendix B.III requires a Participant separately as one bucket irrespective of
$0.05 minimum increments but will that is a national securities exchange to the duration of time after order receipt,
continue to trade at any price increment collect daily Market Maker Registration i.e., without a time increment, to better
that is currently permitted.11 Pilot statistics. Appendix B.IV requires a differentiate orders cancelled
Securities in the second test group Participant to collect data related to subsequent to entry from those where
(‘‘Test Group Two’’) will be quoted in Market Maker participation with respect the customer’s intent prior to order
$0.05 minimum increments and will to each Market Maker engaging in entry was to cancel the order if no
trade at $0.05 minimum increments trading activity on a Trading Center execution could be immediately
subject to a midpoint exception, a retail operated by the Participant. Appendix obtained. The Exchange, therefore,
investor order exception, and a C.I requires a Participant to collect data proposes to modify Supplementary
negotiated trade exception.12 Pilot related to Market Maker profitability Material [sic].04 to provide that
Securities in the third test group (‘‘Test from each Market Maker for which it is unexecuted Immediate or Cancel orders
Group Three’’) will be subject to the the DEA. Appendix C.II requires the shall be categorized separately for
same quoting and trading increments as Participant, as DEA, to aggregate the purposes of Appendix B.I.a(21) through
Test Group Two, and also will be Appendix C.I data, and to transmit this B.I.a(27).
subject to the ‘‘Trade-at’’ requirement to data to the Commission. The second change relates to the
prevent price matching by a market The Commission approved the Pilot reporting of daily market quality
participant that is not displaying at the on a two-year basis, with statistics pursuant to Appendix B.I.
price of a Trading Center’s ‘‘Best implementation to begin no later than Currently, Appendix B.I sets forth
Protected Bid’’ or ‘‘Best Protected May 6, 2016.17 On November 6, 2015, categories of orders, including market
Offer,’’ unless an enumerated exception the SEC exempted the Participants from orders, marketable limit orders, and
applies.13 In addition to the exceptions implementing the pilot until October 3, inside-the-quote resting limit orders, for
provided under Test Group Two, an 2016.18 As set forth in Appendices B which daily market quality statistics
exception for Block Size orders and and C to the Plan, data that is reported must be reported. The Exchange and the
exceptions that mirror those under Rule pursuant to the appendices shall be other Participants have determined that
611 of Regulation NMS 14 will apply to provided for dates starting six months it is appropriate to include an order type
the Trade-at requirement. prior to the Pilot Period through six for limit orders priced more than $0.10
The Plan also requires a Trading months after the end of the Pilot Period. away from the NBBO for purposes of
Center 15 or a Market Maker 16 to collect Under the revised Pilot implementation Appendix B reporting. The Exchange
and transmit certain data to its date, the Pre-Pilot data collection period therefore proposes to amend
designated examining authority commenced on April 4, 2016. Supplementary Material [sic].06 to
(‘‘DEA’’), and requires DEAs to transmit On March 16, 2016, the Exchange provide that limit orders priced more
this data to the Commission. filed with the Commission a proposed than $0.10 away from the NBBO shall be
Participants that operate a Trading rule change to adopt Exchange Rule included as an order type for purposes
Center also are required under the Plan 11.21(b) to implement the data of Appendix B reporting, and shall be
to collect certain data, which is then collection requirements of the Plan.19 assigned the number (22). These orders
On December 9, 2015, FINRA, on behalf are not currently required to be reported
11 See Section VI(B) of the Plan. of the Plan Participants, submitted an
12 See Section VI(C) of the Plan.
13 See Section VI(D) of the Plan.
exemptive request to the Commission, 20 See letter from Marcia E. Asquith, Senior Vice
seeking an exemption from certain data President and Corporate Secretary, FINRA dated
14 17 CFR 242.611.
December 9, 2015 to Robert W. Errett, Deputy
15 The Plan incorporates the definition of a Secretary, Commission (‘‘Exemption Request’’). The
17 See Approval Order at 27533 and 27545.
‘‘Trading Center’’ from Rule 600(b)(78) of Commission, pursuant to its authority under Rule
18 See Securities Exchange Act Release No. 76382
Regulation NMS. Regulation NMS defines a 608(e) of Regulation NMS, granted the Exchange a
‘‘Trading Center’’ as ‘‘a national securities exchange (November 6, 2015), 80 FR 70284 (November 13, limited exemption from the requirement to comply
or national securities association that operates an 2015) (File No. 4–657). with certain provisions of the Plan as specified in
SRO trading facility, an alternative trading system, 19 See Securities Exchange Act Release No. 77417 the letter and noted herein. See letter from David
sradovich on DSK3GMQ082PROD with NOTICES
an exchange market maker, an OTC market maker, (March 22, 2016), 81 FR 17219 (March 28, 2016) Shillman, Associate Director, Division of Trading
or any other broker or dealer that executes orders (Notice of Filing and Immediate Effectiveness of and Markets, Commission to Eric Swanson, General
internally by trading as principal or crossing orders File No. SR–BatsEDGA–2016–01). Counsel, the Exchange, dated March 22, 2016
as agent.’’ See 17 CFR 242.600(b). The Exchange also submitted a proposed rule (‘‘Exemption Letter’’).
16 The Plan defines a Market Maker as ‘‘a dealer change to implement the quoting and trading 21 The Exchange notes that, in connection with
registered with any self-regulatory organization, in requirements of the Plan. See Securities Exchange this proposed rule change, FINRA, on behalf of the
accordance with the rules thereof, as (i) a market Act Release No. 77792 (May 10, 2016), 81 FR 30397 Plan Participants, intends to file an exemptive
maker or (ii) a liquidity provider with an obligation (May 16, 2016) (Notice of Filing and Immediate request seeking relief from certain of the Plan’s data
to maintain continuous, two-sided trading interest.’’ Effectiveness of File No. SR–BatsEDGA–2016–08). collection requirements.
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![Federal Register / Vol. 81, No. 179 / Thursday, September 15, 2016 / Notices 63551
pursuant to Appendix B, and The participation and outside-the-quote As noted in Item 2 of this filing, the
Exchange and the other Participants share (trade) participation pursuant to Exchange has filed the proposed rule
believe that requiring the reporting of Appendix B.IV(f) and (g), the Plan change for immediate effectiveness. The
such orders will produce a more allows the Trading Center to utilize the Exchange has requested that the SEC
comprehensive data set. National Best Bid or National Best Offer waive the 30-day operative period so
The third change relates to the (NBBO) at the time of or immediately that the proposed rule change can
reporting of market quality statistics before the trade for both share and trade become operative on August 30, 2016.
pursuant to Appendix B.I for a variety participation calculations. The
of order types, including inside-the- 2. Statutory Basis
Exchange and the other Participants
quote resting limit orders (12), at-the- believe that it is appropriate to calculate The Exchange believes that its
quote resting limit orders (13), and near- all quote participation (cross-quote proposal is consistent with section 6(b)
the-quote resting limit orders (within share (trade) participation, inside-the- of the Act 23 in general, and furthers the
$0.10 of the NBBO) (14). The Exchange quote share (trade) participation, at-the- objectives of section 6(b)(5) of the Act 24
and the other Participants believe that it quote share (trade) participation and in particular, in that it is designed to
is appropriate to require Trading outside-the-quote share (trade) promote just and equitable principles of
Centers to report all orders that fall trade, to foster cooperation and
participation) solely by reference to the
within these categories, and not just coordination with persons engaged in
NBBO in effect immediately prior to the
those orders that are ‘‘resting.’’ The facilitating transactions in securities, to
trade. The Exchange therefore proposes
Exchange, therefore, proposes to amend remove impediments to and perfect the
to make this change as part of
Supplementary Material [sic].06 to make mechanism of a free and open market
Supplementary Material [sic].09. and a national market system and, in
this change.
In the fourth change, the Exchange Finally, the Exchange proposes to general, to protect investors and the
proposes to add new Supplementary change the end date until which the Pre- public interest.
Material [sic].09 to modify the manner Pilot Data Collection Securities shall be The Exchange believes that this
in which market maker participation used to fulfill the Plan’s data collection proposal is consistent with the Act
statistics are calculated. Currently, requirements. Currently, Supplementary because it implements and clarifies the
Appendix B.IV provides that market Material [sic].10 provides that Pre-Pilot provisions of the Plan, and is designed
maker participation statistics shall be Data Collection Securities are the to assist the Exchange in meeting its
calculated based on share participation, securities designated by the Participants regulatory obligations pursuant of the
trade participation, cross-quote share for purposes of the data collection Plan. In approving the Plan, the SEC
(trade) participation, inside-the-quote requirements described in Items I, II and noted that the Pilot was an appropriate,
share (trade) participation, at-the-quote IV of Appendix B and Item I of data-driven test that was designed to
share (trade) participation, and outside- Appendix C to the Plan for the period evaluate the impact of a wider tick size
the-quote share (trade) participation. beginning six months prior to the Pilot on trading, liquidity, and the market
The Exchange and the other Participants Period and ending on the trading day quality of securities of smaller
have determined that it is appropriate to immediately preceding the Pilot Period. capitalization companies, and was
add the count of the number of Market The Exchange and the other Participants therefore in furtherance of the purposes
Makers used in the calculation of share believe that it is appropriate to use the of the Act. The Exchange believes that
(trade) participation to each category. Pilot Securities to satisfy the Plan’s data this proposal is in furtherance of the
The Exchange is therefore proposing collection requirements prior to the objectives of the Plan, as identified by
this change as part of Supplementary commencement of the Pilot. According, the SEC, and is therefore consistent with
Material [sic].09. In addition, Appendix the Exchange is revising Supplementary the Act because the proposal
B.IV(b) and (c) currently require that, Material [sic].10 (which will be re- implements and clarifies the
when aggregating across Market Makers, numbered as Supplementary Material requirements of the Plan and applies
share participation and trade [sic].11) to provide that the Pre-Pilot specific obligations to Members in
participation shall be calculated using Data Collection Securities shall be used furtherance of compliance with the
the share-weighted average and trade- to satisfy the Plan’s data collection Plan.
weighted average, respectively. The requirements through thirty-one days
Exchange and the other Participants (B) Self-Regulatory Organization’s
prior to the Pilot Period, after which Statement on Burden on Competition
believe that it is more appropriate to time the Pilot Securities shall be used
calculate share and trade participation for purposes of the data collection The Exchange notes that the proposed
by providing the total count of shares or requirements.22 rule change implements the provisions
trades, as applicable, rather than of the Plan, and is designed to assist the
weighted averages, and the Exchange is 22 After regular trading hours on September 2,
Exchange in meeting its regulatory
therefore proposing this change as part 2016, the national securities exchanges will obligations pursuant to the Plan. The
of Supplementary Material [sic].09. establish which securities will be included as Pilot Exchange also notes that, other than the
The fifth change relates to the NBBO Securities for purposes of the Plan. The Exchange change to require use of the Pilot
that a Trading Center is required to use and the other Participants have determined that
members should use the Pilot Securities list for data
Securities beginning thirty days prior to
when performing certain quote-related collection purposes once it becomes available. the beginning of the Pilot Period, the
calculations. When calculating cross- Thus, the proposed rule change requires that, proposed changes will not affect the
quote share (trade) participation beginning thirty days prior to the first day of the data collection and reporting
pursuant to Appendix B.IV(d) and Pilot Period—i.e., September 3, 2016—the Exchange
sradovich on DSK3GMQ082PROD with NOTICES
and the Exchange members will comply with the
requirements for members that operate
inside-the-quote share (trade) data collection obligations of the Plan by collecting Trading Centers; the proposed changes
participation pursuant to Appendix data on the Pilot Securities. As a result, beginning will only affect how the Exchange and
B.IV(e), the Plan requires the Trading on September 3, 2016, members must migrate from Participants that operate Trading
Center to utilize the NBBO at the time using the Exchange’s published Pre-Pilot Data
Collection Security list and begin using the Pilot
Centers collect and report data. The
of the trade for both share and trade Securities list. September 2, 2016 will be the last
participation calculations. When day that members use the Pre-Pilot Data Collection 23 15 U.S.C. 78f(b).
calculating at-the-quote share (trade) Security list. 24 15 U.S.C. 78f(b)(5).
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![63552 Federal Register / Vol. 81, No. 179 / Thursday, September 15, 2016 / Notices
Exchange notes that, with respect to the scheduled to start on October 3, 2016. business days between the hours of
change to require the use of the Pilot Therefore, the Commission hereby 10:00 a.m. and 3:00 p.m. Copies of such
Securities beginning thirty days prior to waives the 30-day operative delay and filing also will be available for
the start of the Pilot Period, the designates the proposed rule change to inspection and copying at the principal
proposed change reduces the number of be operative upon filing with the office of the Exchange. All comments
securities on which affected members Commission.29 received will be posted without change;
otherwise would have been required to At any time within 60 days of the the Commission does not edit personal
collect data pursuant to the Plan and filing of the proposed rule change, the identifying information from
Exchange Rule 11.21(b). In addition, the Commission summarily may submissions. You should submit only
proposed rule change applies equally to temporarily suspend such rule change if information that you wish to make
all similarly situated members. it appears to the Commission that such available publicly. All submissions
Therefore, the Exchange does not action is necessary or appropriate in the should refer to File Number SR–
believe that the proposed rule change public interest, for the protection of BatsEDGA–2016–21 and should be
will result in any burden on investors, or otherwise in furtherance of submitted on or before October 6, 2016.
competition that is not necessary or the purposes of the Act.30
For the Commission, by the Division of
appropriate in furtherance of the IV. Solicitation of Comments Trading and Markets, pursuant to delegated
purposes of the Act. authority.31
Interested persons are invited to
Brent J. Fields,
(C) Self-Regulatory Organization’s submit written data, views, and
Statement on Comments on the Secretary.
arguments concerning the foregoing,
Proposed Rule Change Received From including whether the proposed rule [FR Doc. 2016–22148 Filed 9–14–16; 8:45 am]
Members, Participants or Others change is consistent with the Act. BILLING CODE 8011–01–P
Written comments were neither Comments may be submitted by any of
solicited nor received. the following methods:
SECURITIES AND EXCHANGE
III. Date of Effectiveness of the Electronic Comments COMMISSION
Proposed Rule Change and Timing for • Use the Commission’s Internet [Release No. 34–78803; File No. SR–
Commission Action comment form (http://www.sec.gov/ NYSEMKT–2016–83]
The foregoing rule change has become rules/sro.shtml); or
effective pursuant to section 19(b)(3)(A) • Send an email to rule-comments@ Self-Regulatory Organizations; NYSE
of the Act 25 and Rule 19b–4(f)(6) 26 sec.gov. Please include File Number SR– MKT LLC; Notice of Filing of Proposed
thereunder because the proposal does BatsEDGA–2016–21 on the subject line. Rule Change Amending Rule 67—
not: (i) Significantly affect the Equities Relating to the Tick Size Pilot
Paper Comments
protection of investors or the public Program
• Send paper comments in triplicate
interest; (ii) impose any significant to Secretary, Securities and Exchange September 9, 2016.
burden on competition; and (iii) by its Commission, 100 F Street NE., Pursuant to Section 19(b)(1) 1 of the
terms, become operative for 30 days Washington, DC 20549–1090. Securities Exchange Act of 1934 (the
from the date on which it was filed, or ‘‘Act’’) 2 and Rule 19b–4 thereunder,3
All submissions should refer to File
such shorter time as the Commission notice is hereby given that, on August
Number SR–BatsEDGA–2016–21. This
may designate if consistent with the 25, 2016, NYSE MKT LLC (the
file number should be included on the
protection of investors and the public ‘‘Exchange’’ or ‘‘NYSE MKT’’) filed with
subject line if email is used. To help the
interest. the Securities and Exchange
Commission process and review your
A proposed rule change filed under Commission (the ‘‘Commission’’) the
comments more efficiently, please use
Rule 19b–4(f)(6) 27 normally does not proposed rule change as described in
only one method. The Commission will
become operative prior to 30 days after Items I, II, and III below, which Items
post all comments on the Commission’s
the date of the filing. However, pursuant have been prepared by the self-
Internet Web site (http://www.sec.gov/
to Rule 19b–4(f)(6)(iii),28 the regulatory organization. The
rules/sro.shtml). Copies of the
Commission may designate a shorter Commission is publishing this notice to
submission, all subsequent
time if such action is consistent with the solicit comments on the proposed rule
amendments, all written statements
protection of investors and the public change from interested persons.
with respect to the proposed rule
interest. The Exchange has asked the
change that are filed with the I. Self-Regulatory Organization’s
Commission to waive the 30-day
Commission, and all written Statement of the Terms of Substance of
operative delay so that so that the
communications relating to the the Proposed Rule Change
proposed rule change can become
proposed rule change between the
operative on August 30, 2016. The Exchange proposes to amend
The Commission believes that Commission and any person, other than
Rule 67—Equities to (1) describe system
waiving the 30-day operative delay is those that may be withheld from the
functionality requirements necessary to
consistent with the protection of public in accordance with the
implement the Plan to Implement a Tick
investors and the public interest provisions of 5 U.S.C. 552, will be
Size Pilot Program submitted to the
because it will allow the Exchange to available for Web site viewing and
Commission pursuant to Rule 608 of
implement the proposed rules printing in the Commission’s Public
Regulation NMS 4 under the Act
Reference Room, 100 F Street NE.,
sradovich on DSK3GMQ082PROD with NOTICES
immediately thereby preventing delays (‘‘Plan’’), and (2) clarify the operation of
in the implementation of the Plan. The Washington, DC 20549, on official
certain exceptions to the Trade-at
Commission notes that the Plan is 29 For purposes only of waiving the operative
31 17 CFR 200.30–3(a)(12).
delay for this proposal, the Commission has
25 15 U.S.C. 78s(b)(3)(A). 1 15 U.S.C. 78s(b)(1).
considered the proposed rule’s impact on
26 17 CFR 240.19b–4(f)(6). 2 15 U.S.C. 78a.
efficiency, competition, and capital formation. See
27 17 CFR 240.19b–4(f)(6). 15 U.S.C. 78c(f). 3 17 CFR 240.19b–4.
28 17 CFR 240.19b–4(f)(6)(iii). 30 15 U.S.C. 78s(b)(3)(C). 4 17 CFR 242.608.
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Document Created: 2018-02-09 13:18:33
Document Modified: 2018-02-09 13:18:33
| Category | Regulatory Information | |
| Collection | Federal Register | |
| sudoc Class | AE 2.7: GS 4.107: AE 2.106: | |
| Publisher | Office of the Federal Register, National Archives and Records Administration | |
| Section | Notices | |
| FR Citation | 81 FR 63549 |
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