81 FR 94458 - Self-Regulatory Organizations; Chicago Board Options Exchange, Incorporated; C2 Options Exchange, Incorporated; Order Approving a Proposed Rule Change in Connection With a Proposed Corporate Transaction Involving CBOE Holdings, Inc. and Bats Global Markets, Inc.
SECURITIES AND EXCHANGE COMMISSION Federal Register Volume 81, Issue 247 (December 23, 2016)
Federal Register Volume 81, Issue 247 (December 23, 2016)
| Page Range | 94458-94460 | |
| FR Document | 2016-30939 |
[Federal Register Volume 81, Number 247 (Friday, December 23, 2016)] [Notices] [Pages 94458-94460] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2016-30939] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Release No. 34-79591; File Nos. SR-CBOE-2016-076; SR-C2-2016-022] Self-Regulatory Organizations; Chicago Board Options Exchange, Incorporated; C2 Options Exchange, Incorporated; Order Approving a Proposed Rule Change in Connection With a Proposed Corporate Transaction Involving CBOE Holdings, Inc. and Bats Global Markets, Inc. December 19, 2016. I. Introduction On November 4, 2016, Chicago Board Options Exchange, Incorporated (``CBOE'') and C2 Options Exchange, Incorporated (``C2'' and, together with CBOE, the ``CBOE Exchanges'') each filed with the Securities and Exchange Commission (``Commission''), pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 1934 (``Act''),\2\ and Rule 19b-4 thereunder,\3\ proposed rule changes in connection with the proposed corporate transaction (the ``Transaction''), as described in more detail below, involving their ultimate parent company, CBOE Holdings, Inc. (``CBOE Holdings''), two wholly owned subsidiaries of CBOE Holdings, CBOE Corporation and CBOE V, LLC (``CBOE [[Page 94459]] V''), and Bats Global Markets, Inc. (``BGM''). BGM is the ultimate parent company of Bats BZX Exchange, Inc. (``Bats BZX''), Bats BYX Exchange, Inc. (``Bats BYX''), Bats EDGX Exchange, Inc. (``Bats EDGX''), and Bats EDGA Exchange, Inc. (``Bats EDGA'' and, together with Bats BZX, Bats BYX, and Bats EDGX, the ``Bats Exchanges''). Upon completion of the Transaction (the ``Closing''), CBOE Holdings will become the ultimate parent of the Bats Exchanges. The proposed rule changes were published for comment in the Federal Register on November 15, 2016.\4\ The Commission received no comments on the proposals. --------------------------------------------------------------------------- \1\ 15 U.S.C. 78s(b)(1). \2\ 15 U.S.C. 78a. \3\ 17 CFR 240.19b-4. \4\ See Securities Exchange Act Release Nos. 79268 (November 8, 2016), 81 FR 80157 (SR-CBOE-2016-076); and 79267 (November 8, 2016), 81 FR 80132 (SR-C2-2016-022) (``Notices''). --------------------------------------------------------------------------- II. Description of the Proposed Rule Changes A. Corporate Structure 1. Current Structure The CBOE Exchanges are each Delaware corporations that are national securities exchanges registered with the Commission pursuant to Section 6(a) of the Act.\5\ The CBOE Exchanges are each direct, wholly owned subsidiaries of CBOE Holdings, a publicly traded Delaware corporation. CBOE V is a Delaware limited liability company and a direct, wholly owned subsidiary of CBOE Holdings, which currently has no material assets and conducts no operations. --------------------------------------------------------------------------- \5\ 15 U.S.C. 78f(a). --------------------------------------------------------------------------- Each Bats Exchange is a Delaware corporation that is a national securities exchange registered with the Commission pursuant to Section 6(a) of the Act.\6\ BGM is a publicly traded Delaware corporation and the ultimate parent of the Bats Exchanges. --------------------------------------------------------------------------- \6\ Id. --------------------------------------------------------------------------- 2. The Transaction On September 25, 2016, CBOE Holdings, CBOE Corporation, CBOE V, and BGM entered into an Agreement and Plan of Merger, as it may be amended from time to time (the ``Merger Agreement'').\7\ Pursuant to and subject to the terms of the Merger Agreement, each share of BGM common stock (whether voting or non-voting) issued and outstanding (other than shares owned by CBOE Holdings, BGM, or any of their respective subsidiaries, and certain shares held by BGM stockholders that are entitled to and properly demand appraisal rights) will be converted into the right to receive a particular number of shares of CBOE Holdings common stock, an amount of cash, or a combination of both, at the election of the holder of such share of BGM common stock.\8\ BGM will ultimately merge with and into CBOE Holdings' wholly owned subsidiary CBOE V, at which time the separate existence of BGM will cease and CBOE V will be the surviving company.\9\ --------------------------------------------------------------------------- \7\ See Notices, supra note 4, at 80157 and 80132. \8\ See id. at 80158 and 80133. \9\ See id. --------------------------------------------------------------------------- As a result of the Transaction, CBOE Holdings will be the ultimate parent of the Bats Exchanges, each of which will continue to operate separately.\10\ CBOE Holdings will continue to be a publicly owned company and the ultimate parent of the CBOE Exchanges, each of which will continue to operate separately. --------------------------------------------------------------------------- \10\ See id.; see also Securities Exchange Act Release Nos. 79266 (November 8, 2016), 81 FR 80101 (November 15, 2016) (SR- BatsBZX-2016-68); 79269 (November 8, 2016), 81 FR 80093 (November 15, 2016) (SR-BatsBYX-2016-29); 79265 (November 8, 2016), 81 FR 80146 (November 15, 2016) (SR-BatsEDGA-2016-24) and 79264 (November 8, 2016), 81 FR 80114 (November 15, 2016) (SR-BatsEDGX-2016-60) (notice of filing of proposed rule changes related to a corporate transaction involving BGM and CBOE Holdings). --------------------------------------------------------------------------- B. Proposed Rule Change Section 19(b) of the Act \11\ and Rule 19b-4 \12\ thereunder require a self-regulatory organization (``SRO'') to file proposed rule changes with the Commission. Although CBOE Holdings is not an SRO, certain provisions of its certificate of incorporation and bylaws, along with other corporate documents, are rules of the CBOE Exchanges, as defined in Rule 19b-4 under the Act, and must be filed with the Commission pursuant to Section 19(b) of the Act and Rule 19b-4 thereunder. Accordingly, each of the CBOE Exchanges filed with the Commission to seek approval of a provision in the Merger Agreement regarding the composition of the CBOE Holdings Board upon Closing. --------------------------------------------------------------------------- \11\ 15 U.S.C. 78s(b). \12\ 17 CFR 240.19b-4. --------------------------------------------------------------------------- The CBOE Exchanges represented that in connection with the Transaction, CBOE Holdings agreed in the Merger Agreement to take all requisite actions so, as of the Closing, the CBOE Holdings Board will include three individuals designated by BGM who (1) are serving as BGM directors immediately prior to the Closing and (2) comply with the policies (including clarifications of the policies provided to BGM) of the Nominating and Governance Committee of the CBOE Holdings Board as in effect on the date of the Merger Agreement and previously provided to BGM (each of whom will be appointed to the CBOE Holdings Board as of the Closing).\13\ The CBOE Holdings Board currently consists of 14 directors.\14\ The CBOE Exchanges expect three current CBOE Holdings directors to resign prior to the Closing, at which point the CBOE Holdings Board will fill those vacancies by appointing the three individuals designated by BGM that have complied with the policies of the Nominating and Governance Committee of the CBOE Holdings Board.\15\ --------------------------------------------------------------------------- \13\ See Notices, supra note 4, at 80158 and 80133. \14\ See id. \15\ See id. --------------------------------------------------------------------------- III. Discussion and Commission Findings The Commission has reviewed carefully the proposed rule changes and finds that the proposed rule changes are consistent with the requirements of the Act and the rules and regulations thereunder applicable to a national securities exchange.\16\ In particular, the Commission finds that the proposed rule changes are consistent with Sections 6(b)(1) and (3) of the Act,\17\ which, among other things, require a national securities exchange to be so organized and have the capacity to be able to carry out the purposes of the Act, and to enforce compliance by its members and persons associated with its members with the provisions of the Act, the rules and regulations thereunder, and the rules of the exchange, and assure the fair representation of its members in the selection of its directors and administration of its affairs, and provide that one or more directors shall be representative of issuers and investors and not be associated with a member of the exchange, broker, or dealer. The CBOE Exchanges represented that the proposal is consistent with CBOE Holdings' governing documents previously filed with the Commission and noted that they are not proposing any changes to existing rules or governing documents of CBOE Holdings or the CBOE Exchanges.\18\ The CBOE Exchanges' proposed rule changes are limited to the provision in the Merger Agreement regarding the ability of BGM to designate three directors to the CBOE Holdings Board one time in connection with Closing. The Nominating and Governance Committee of the CBOE Holdings Board, consistent with the governing documents of CBOE [[Page 94460]] Holdings, must follow its policies in determining whether to recommend those candidates for election as directors to the Board. Accordingly, BGM's ability to recommend specific candidates is subject to CBOE Holdings' governance process and procedures. --------------------------------------------------------------------------- \16\ In approving the proposed rule changes, the Commission has considered their impact on efficiency, competition and capital formation. See 15 U.S.C. 78c(f). \17\ 15 U.S.C. 78f(b)(1) and (b)(3). \18\ See Notices, supra note 4, at 80158 n.10 and accompanying text and 80133 n. 10 and accompanying text. See also id. at 80157-58 and 80132-33. --------------------------------------------------------------------------- IV. Conclusion It is therefore ordered, pursuant to Section 19(b)(2) of the Act \19\ that the proposed rule changes (SR-CBOE-2016-076 and SR-C2-2016- 022), be, and hereby are, approved. --------------------------------------------------------------------------- \19\ 15 U.S.C. 78s(b)(2). For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.\20\ --------------------------------------------------------------------------- \20\ 17 CFR 200.30-3(a)(12). --------------------------------------------------------------------------- Eduardo A. Aleman, Assistant Secretary. [FR Doc. 2016-30939 Filed 12-22-16; 8:45 am] BILLING CODE 8011-01-P
![94458 Federal Register / Vol. 81, No. 247 / Friday, December 23, 2016 / Notices
an affidavit or, for lawyers, a certificate of the Adviser.3 The primary protection of investors and purposes
of service. Pursuant to rule 0–5 under responsibility for managing each fairly intended by the policy and
the Act, hearing requests should state Subadvised Series will remain vested in provisions of the Act. Applicants
the nature of the writer’s interest, any the Adviser. The Adviser will hire, believe that the requested relief meets
facts bearing upon the desirability of a evaluate, allocate assets to and oversee this standard because, as further
hearing on the matter, the reason for the the Sub-Advisers, including explained in the application, the
request, and the issues contested. determining whether a Sub-Adviser Investment Management Agreements
Persons who wish to be notified of a should be terminated, at all times will remain subject to shareholder
hearing may request notification by subject to the authority of the Board. approval, while the role of the Sub-
writing to the Commission’s Secretary. 2. Applicants request an exemption to Advisers is substantially similar to that
permit the Adviser, subject to Board of individual portfolio managers, so that
ADDRESSES: Secretary, U.S. Securities
approval, to hire certain Sub-Advisers, requiring shareholder approval of Sub-
and Exchange Commission, 100 F Street
pursuant to Sub-Advisory Agreements Advisory Agreements would impose
NE., Washington, DC 20549–1090.
and materially amend existing Sub- unnecessary delays and expenses on the
Applicants: One Commerce Square,
Advisory Agreements without obtaining Subadvised Series. Applicants believe
2005 Market Street, Philadelphia, PA
the shareholder approval required under that the requested relief from the
19103.
section 15(a) of the Act and rule 18f-2 Disclosure Requirements meets this
FOR FURTHER INFORMATION CONTACT: under the Act.4 Applicants also seek an standard because it will improve the
Jessica Shin, Attorney-Adviser, at (202) exemption from the Disclosure Adviser’s ability to negotiate fees paid
551–5921, or David J. Marcinkus, Requirements to permit a Subadvised to the Sub-Advisers that are more
Branch Chief, at (202) 551–6821 Series to disclose (as both a dollar advantageous for the Subadvised Series.
(Division of Investment Management, amount and a percentage of the For the Commission, by the Division of
Chief Counsel’s Office). Subadvised Series’ net assets): (a) The Investment Management, under delegated
SUPPLEMENTARY INFORMATION: The
aggregate fees paid to the Adviser and authority.
following is a summary of the any Wholly-Owned Sub-Adviser; (b) the Robert W. Errett,
application. The complete application aggregate fees paid to Non-Affiliated Deputy Secretary.
may be obtained via the Commission’s Sub-Advisers; and (c) the fee paid to [FR Doc. 2016–30936 Filed 12–22–16; 8:45 am]
Web site by searching for the file each Affiliated Sub-Adviser
BILLING CODE 8011–01–P
number, or for an applicant using the (collectively, Aggregate Fee
Company name box, at http:// Disclosure’’).
3. Applicants agree that any order SECURITIES AND EXCHANGE
www.sec.gov/search/search.htm or by
granting the requested relief will be COMMISSION
calling (202) 551–8090.
subject to the terms and conditions
Summary of the Application stated in the Application. Such terms [Release No. 34–79591; File Nos. SR–
and conditions provide for, among other CBOE–2016–076; SR–C2–2016–022]
1. The Adviser will serve as the
safeguards, appropriate disclosure to
investment adviser to the Subadvised Self-Regulatory Organizations;
Subadvised Series shareholders and Chicago Board Options Exchange,
Series pursuant to an investment
notification about sub-advisory changes Incorporated; C2 Options Exchange,
advisory agreement with the relevant
and enhanced Board oversight to protect Incorporated; Order Approving a
Trust (each an ‘‘Investment Management
the interests of the Subadvised Series’ Proposed Rule Change in Connection
Agreement’’).2 The Adviser will provide
shareholders. With a Proposed Corporate
the Funds with continuous and 4. Section 6(c) of the Act provides that
comprehensive investment management Transaction Involving CBOE Holdings,
the Commission may exempt any
services subject to the supervision of, Inc. and Bats Global Markets, Inc.
person, security, or transaction or any
and policies established by, the board of class or classes of persons, securities, or December 19, 2016.
trustees of the Trust (‘‘Board’’). The transactions from any provisions of the
Investment Management Agreement Act, or any rule thereunder, if such I. Introduction
permits the Adviser, subject to the relief is necessary or appropriate in the On November 4, 2016, Chicago Board
approval of the Board, to delegate to one public interest and consistent with the Options Exchange, Incorporated
or more sub-advisers (each, a ‘‘Sub- (‘‘CBOE’’) and C2 Options Exchange,
Adviser’’ and collectively, the ‘‘Sub- 3 A ‘‘Sub-Adviser’’ for a Subadvised Series is (1) Incorporated (‘‘C2’’ and, together with
Advisers’’) the responsibility to provide an indirect or direct ‘‘wholly owned subsidiary’’ (as CBOE, the ‘‘CBOE Exchanges’’) each
the day-to-day portfolio investment such term is defined in the Act) of the Adviser for
filed with the Securities and Exchange
management of each Subadvised Series, that Subadvised Series, or (2) a sister company of
the Adviser for that Subadvised Series that is an Commission (‘‘Commission’’), pursuant
subject to the supervision and direction indirect or direct ‘‘wholly-owned subsidiary’’ of the to Section 19(b)(1) 1 of the Securities
same company that, indirectly or directly, wholly Exchange Act of 1934 (‘‘Act’’),2 and
2 Applicants request relief with respect to the owns the Adviser (each of (1) and (2) a ‘‘Wholly-
Owned Sub-Adviser’’ and collectively, the
Rule 19b–4 thereunder,3 proposed rule
named Applicants, as well as to any future series
of the Trust and any other existing or future ‘‘Wholly-Owned Sub-Advisers’’), or (3) not an changes in connection with the
registered open-end management investment ‘‘affiliated person’’ (as such term is defined in proposed corporate transaction (the
company or series thereof that: (a) Is advised by the section 2(a)(3) of the Act) of the Subadvised Series, ‘‘Transaction’’), as described in more
Initial Adviser or any entity controlling, controlled except to the extent that an affiliation arises solely
because the Sub-Adviser serves as a sub-adviser to
detail below, involving their ultimate
by, or under common control with, the Initial
mstockstill on DSK3G9T082PROD with NOTICES
Adviser or its successors (each, also an ‘‘Adviser’’); a Subadvised Series (‘‘Non-Affiliated Sub- parent company, CBOE Holdings, Inc.
(b) uses the multi-manager structure described in Advisers’’). (‘‘CBOE Holdings’’), two wholly owned
the application; and (c) complies with the terms 4 The requested relief will not extend to any sub-
subsidiaries of CBOE Holdings, CBOE
and conditions set forth in the application (each, a adviser, other than a Wholly-Owned Sub-Adviser, Corporation and CBOE V, LLC (‘‘CBOE
‘‘Subadvised Series’’). For purposes of the requested who is an affiliated person, as defined in Section
order, ‘‘successor’’ is limited to an entity that 2(a)(3) of the Act, of the Subadvised Series, the
1 15 U.S.C. 78s(b)(1).
results from a reorganization into another Trust or of the Adviser, other than by reason of
2 15 U.S.C. 78a.
jurisdiction or a change in the type of business serving as a sub-adviser to one or more of the
organization. Subadvised Series (‘‘Affiliated Sub-Adviser’’). 3 17 CFR 240.19b–4.
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![94460 Federal Register / Vol. 81, No. 247 / Friday, December 23, 2016 / Notices
Holdings, must follow its policies in proposed change is available on the • An additional credit of $0.0004 per
determining whether to recommend Exchange’s Web site at www.nyse.com, share if an LMM is registered as the
those candidates for election as at the principal office of the Exchange, LMM in at least 300 Less Active ETP
directors to the Board. Accordingly, and at the Commission’s Public Securities
BGM’s ability to recommend specific Reference Room. • An additional credit of $0.0003 per
candidates is subject to CBOE Holdings’ share if an LMM is registered as the
II. Self-Regulatory Organization’s LMM in at least 200 but less than 300
governance process and procedures.
Statement of the Purpose of, and Less Active ETP Securities
IV. Conclusion Statutory Basis for, the Proposed Rule • An additional credit of $0.0002 per
It is therefore ordered, pursuant to Change share if an LMM is registered as the
Section 19(b)(2) of the Act 19 that the In its filing with the Commission, the LMM in at least 100 but less than 200
proposed rule changes (SR–CBOE– self-regulatory organization included Less Active ETP Securities
2016–076 and SR–C2–2016–022), be, statements concerning the purpose of, The number of Less Active ETP
and hereby are, approved. and basis for, the proposed rule change Securities for the billing month is based
and discussed any comments it received on the number of Less Active ETP
For the Commission, by the Division of
on the proposed rule change. The text Securities in which an LMM is
Trading and Markets, pursuant to delegated
authority.20 of those statements may be examined at registered as the LMM on the last
the places specified in Item IV below. business day of the previous month.
Eduardo A. Aleman,
The Exchange has prepared summaries, The Exchange proposes to amend the
Assistant Secretary. volume criteria for Less Active ETP
[FR Doc. 2016–30939 Filed 12–22–16; 8:45 am]
set forth in sections A, B, and C below,
of the most significant parts of such Securities. As proposed, a Less Active
BILLING CODE 8011–01–P
statements. ETP Security would be a Tape B
Security that has a CADV in the
A. Self-Regulatory Organization’s previous month of less than 100,000
SECURITIES AND EXCHANGE Statement of the Purpose of, and the shares, or 0.0070% of Consolidated
COMMISSION Statutory Basis for, the Proposed Rule Tape B ADV, whichever is greater. The
[Release No. 34–79597; File No. SR– Change Exchange is proposing to expand the
NYSEArca–2016–165] manner by which LMMs that are
1. Purpose
registered as the LMM in Tape B
Self-Regulatory Organizations; NYSE The Exchange proposes to amend the Securities, and the ETP Holders and
Arca, Inc.; Notice of Filing and Fee Schedule to amend the volume Market Makers affiliated with such
Immediate Effectiveness of Proposed criteria for the Exchange’s tiered-rebate LMMs, would qualify for the
Rule Change Amending the NYSE Arca structure applicable to Lead Market incremental credit.
Equities Schedule of Fees and Makers (‘‘LMMs’’) 5 and to ETP Holders The Exchange is not proposing any
Charges for Exchange Services and Market Makers affiliated with the change to the level of the incremental
LMM that provide liquidity in Tape B credits and volume thresholds noted
December 19, 2016. securities to the NYSE Arca Book. The above that are payable to LMMs and to
Pursuant to Section 19(b)(1) 1 of the Exchange proposes to implement the fee ETP Holders and Market Makers
Securities Exchange Act of 1934 (the change effective December 13, 2016. affiliated with the LMM.
‘‘Act’’) 2 and Rule 19b–4 thereunder,3 The Exchange currently provides tier- The Exchange is proposing to amend
notice is hereby given that, on December based incremental credits for orders that the current criteria for securities to
13, 2016, NYSE Arca, Inc. (the provide displayed liquidity to the NYSE qualify as Less Active ETP Securities by
‘‘Exchange’’ or ‘‘NYSE Arca’’) filed with Arca Book in Tape B Securities.6 expanding it to the greater of a
the Securities and Exchange Specifically, LMMs that are registered as numerical threshold or a percentage
Commission (the ‘‘Commission’’) the the LMM in Tape B securities that have threshold based upon the average daily
proposed rule change as described in a consolidated average daily volume traded volume of the relevant security,
Items I, II, and III below, which Items (‘‘CADV’’) in the previous month of less for several reasons. The percentage
have been prepared by the self- than 100,000 shares (‘‘Less Active ETP threshold will adjust each calendar
regulatory organization. The Securities’’), and the ETP Holders and month based on the U.S. average daily
Commission is publishing this notice to Market Makers affiliated with such consolidated share volume in Tape B
solicit comments on the proposed rule LMMs, currently receive an incremental Securities for that month, while the
change from interested persons. credit for orders that provide displayed numerical threshold remains unchanged
I. Self-Regulatory Organization’s liquidity to the Book in any Tape B from month to month, thereby providing
Statement of the Terms of Substance of Securities that trade on the Exchange.7 a consistent floor against which to
the Proposed Rule Change The current incremental credits and measure volume in a Tape B Security.
volume thresholds are as follows: The Exchange believes that the
The Exchange proposes to amend the proposed approach will provide a
NYSE Arca Equities Schedule of Fees straightforward way to float volume
2016–162) and withdrew such filing on December
and Charges for Exchange Services 13, 2016. tiers, while maintaining a minimum
(‘‘Fee Schedule’’). The Exchange 5 The term ‘‘Lead Market Maker’’ is defined in threshold. The Exchange notes that the
proposes to implement the fee change Rule 1.1(ccc) to mean a registered Market Maker combined approach will allow tiers to
effective December 13, 2016.4 The that is the exclusive Designated Market Maker in
move in sync with consolidated volume
mstockstill on DSK3G9T082PROD with NOTICES
listings for which the Exchange is the primary
market. during months with high volumes while
19 15 U.S.C. 78s(b)(2).
20 17
6 See Securities Exchange Act Release No. 76084 maintaining a numerical threshold. The
CFR 200.30–3(a)(12).
1 15 U.S.C. 78s(b)(1).
(October 6, 2015), 80 FR 61529 (October 13, 2015) Exchange believes that this will
(SR–NYSEArca–2015–87). continue to provide an incentive for
2 15 U.S.C. 78a. 7 The Exchange defines ‘‘affiliate’’ to ‘‘mean any
3 17 CFR 240.19b–4.
ETP Holder under 75% common ownership or
LMMs to act as an LMM for less active
4 The Exchange originally filed to amend the Fee control of that ETP Holder.’’ See Fee Schedule, issues during months with higher
Schedule on December 2, 2016 (SR–NYSEArca– NYSE Arca Marketplace: General, Section II(c). market volumes when the 100,000 share
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Document Created: 2016-12-23 12:29:37
Document Modified: 2016-12-23 12:29:37
| 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 94458 |
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