82 FR 17916 - Self-Regulatory Organizations; National Securities Clearing Corporation; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Provide for a New Data Repository Feature Called “Insurance Profile” for Transmission of Fee Data and Implement Fees in Connection With This Feature
SECURITIES AND EXCHANGE COMMISSION Federal Register Volume 82, Issue 70 (April 13, 2017)
Federal Register Volume 82, Issue 70 (April 13, 2017)
| Page Range | 17916-17919 | |
| FR Document | 2017-07459 |
[Federal Register Volume 82, Number 70 (Thursday, April 13, 2017)] [Notices] [Pages 17916-17919] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2017-07459] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Release No. 34-80404; File No. SR-NSCC-2017-003] Self-Regulatory Organizations; National Securities Clearing Corporation; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Provide for a New Data Repository Feature Called ``Insurance Profile'' for Transmission of Fee Data and Implement Fees in Connection With This Feature April 7, 2017. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934, as amended (``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that on March 31, 2017, National Securities Clearing Corporation (``NSCC'') 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 clearing agency. NSCC filed the proposed rule [[Page 17917]] change pursuant to Section 19(b)(3)(A) \3\ of the Act and subparagraphs (f)(2) \4\ and (f)(4) \5\ of Rule 19b-4 thereunder. 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)(2). \5\ 17 CFR 240.19b-4(f)(4). --------------------------------------------------------------------------- I. Clearing Agency's Statement of the Terms of Substance of the Proposed Rule Change The proposed rule change would amend NSCC's Rules & Procedures (``Rules'') to broaden the scope of the Insurance & Retirement Processing Services (``I&RS''). The proposed rule change would enhance existing I&RS services to provide for a new data repository feature called ``Insurance Profile'' for transmission of data relating to fees, expenses, and Commissions (``Fee Data'') and implement fees associated with this proposed feature.\6\ --------------------------------------------------------------------------- \6\ Capitalized terms not defined herein are defined in the Rules, available at http://www.dtcc.com/~/media/Files/Downloads/ legal/rules/nscc_rules.pdf. --------------------------------------------------------------------------- II. Clearing Agency's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, the clearing agency 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 clearing agency has prepared summaries, set forth in sections A, B, and C below, of the most significant aspects of such statements. (A) Clearing Agency's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 1. Purpose NSCC is proposing to provide certain NSCC Members (as defined below) with a centralized, automated and standardized data repository to transmit and receive Fee Data relating to IPS Eligible Products.\7\ Such NSCC Members would include (i) insurance companies that are Insurance Carrier/Retirement Services Members (``Carriers''); and (ii) Carriers' intermediaries, such as broker-dealers, banks and insurance agencies, that are Members, Mutual Fund/Insurance Services Members and Data Services Only Members that distribute participating Carriers' insurance products (collectively, Distributors,'' and, together with ``Carriers,'' collectively referred to herein as ``NSCC Members''). --------------------------------------------------------------------------- \7\ An ``IPS Eligible Product'' is defined in the Rules and includes such insurance products, retirement or other benefit plans, or programs that are identified by NSCC as eligible for processing through its I&RS. See Rule 1, supra note 6. --------------------------------------------------------------------------- (i) Background On April 6, 2016, the U.S. Department of Labor (``DOL'') issued new regulations (collectively, ``DOL Fiduciary Rule'') regarding conflicts of interest in retirement investment advice.\8\ The DOL Fiduciary Rule generally expands the type of investment advice that is subject to fiduciary standards under the Employee Retirement Income Security Act of 1974 (``ERISA'').\9\ Generally, under the new DOL Fiduciary Rule, advisors subject to fiduciary standards will be limited in receiving certain compensation for providing investment advice. In connection with the DOL Fiduciary Rule, the DOL also introduced a new exemption and modified existing exemptions to allow institutions to engage in certain compensation and fee practices that might otherwise violate fiduciary standards under ERISA rules if the institutions meet, among other things, certain disclosure requirements relating to Fee Data. To satisfy the disclosure requirements, Distributors will need to disclose to their customers to whom the Distributors provide covered investment advice certain Fee Data that is generated by Carriers. For example, Distributors may need to disclose certain direct Carrier fees and expenses, such as management fees, surrender charge rates, and standard commission schedule data (``Commission Schedule Data''),\10\ and certain indirect Carrier fees and expenses, such as third-party payments, revenue sharing, and marketing allowances. --------------------------------------------------------------------------- \8\ See Definition of the Term ``Fiduciary''; Conflict of Interest Rule--Retirement Investment Advice, 29 CFR 2509, 2510, and 2550 (2016). \9\ Public Law 93-406, 88 Stat. 829 (codified in part as amended at 29 U.S.C. 1001-1461 (1982)). On March 2, 2017, the DOL published a proposal that would extend the April 10, 2017 applicability date of the DOL Fiduciary Rule by 60 days. See Department of Labor, Definition of the Term ``Fiduciary''; Conflict of Interest Rule-- Retirement Investment Advice; Best Interest Contract Exemption ((Prohibited Transaction Exemption 2016-01); Class Exemption for Principal Transactions in Certain Assets Between Investment Advice Fiduciaries and Employee Benefit Plans and IRAs (Prohibited Transaction Exemption 2016-02); Prohibited Transaction Exemptions 75-1, 77-4, 80-83, 83-1, 84-24 and 86-128,'' Proposed Rule, 82. FR 12319, (March 2, 2017), available at https://www.thefederalregister.org/fdsys/pkg/FR-2017-03-02/pdf/2017-04096.pdf. \10\ Carriers publish schedules that list commission rates for products that Distributors earn upon the sale of the products. For example, a Carrier may provide that for the sale of a certain whole life policy, the Distributors will earn a commission of 100 percent of the premium for the first year. Carriers set the rates and then publish this data periodically. Those rates are then reviewed and approved by state regulatory authorities. --------------------------------------------------------------------------- Although I&RS currently provides communication links that connect participating Carriers and Distributors, these existing links do not provide Carriers with an efficient and centralized method to transmit Fee Data to Distributors. Through the existing links, Distributors would need to search for and retrieve information from multiple Carriers, and Carriers would need to respond to information requests from multiple Distributors, regarding the same IPS Eligible Products. In addition, Carriers would need to use multiple I&RS links to transmit all of the Fee Data required by the DOL Fiduciary Rule. As a result, such Fee Data would be transferred in different formats, depending on the method used to transmit the Fee Data. Further, in order to retrieve the Fee Data, Distributors would need to extract the Fee Data from multiple file types for each IPS Eligible Product. Therefore, NSCC developed the Insurance Profile functionality at the request of and in consultation with industry participants. The proposed Insurance Profile functionality would provide Carriers and Distributors with a secure, centralized portal to allow Carriers to place all of the requested Fee Data for each IPS Eligible Product into a new data repository in a standardized data format. In this regard, the Insurance Profile repository would enable Carriers to submit, and Distributors to retrieve, Fee Data relating to IPS Eligible Products in one centralized location. Having the Fee Data in a centralized repository would streamline the Fee Data transfer and retrieval process for Carriers and Distributors, and it would avoid the need to send and retrieve Fee Data to and from various sources and in different formats. (ii) Proposed Rule Changes NSCC proposes to enhance existing I&RS services to create a new feature within I&RS, called Insurance Profile, that would enable Carriers to transmit Fee Data to Distributors, or to otherwise supply and provide access to Fee Data using a centralized repository.\11\ Insurance Profile would be an optional feature, and users would have access to [[Page 17918]] the repository through either a full data subscription (``Full Data Subscription'') or a limited data subscription (``Limited Data Subscription''). The Full Data Subscription would allow for multiple intraday loading, storage, and transmission of all available Fee Data in the data repository. A Limited Data Subscription would allow for multiple intraday loading, storage, and transmission of either (i) Commission Schedule Data, or (ii) all Fee Data other than Commission Schedule Data, at the user's choice. In addition, Distributors would have the ability to access the repository with a ``User Web Interface Only'' subscription. The User Web Interface Only subscription would allow Distributors to view and download Fee Data but would not include the ability to load, store, and transmit Fee Data using the data repository.\12\ --------------------------------------------------------------------------- \11\ Rule 57 generally provides that NSCC will not be responsible for the completeness or accuracy of any data transmitted between NSCC Members through I&RS, nor for any errors, omissions or delays which may occur in the absence of gross negligence on NSCC's part, in the transmission of such data between NSCC Members. See Rule 57, Section 1(j), supra note 6. The proposed changes to Rule 57 would be subject to these limitations. \12\ Because Carriers would use the repository to load, transmit, and store Fee Data, Carriers would not have the option to subscribe to the User Web Interface Only, which only allows users to view and download Fee Data. --------------------------------------------------------------------------- NSCC Members would be provided with access to the repository based on their subscription type and in order to permit them to carry out their respective roles in the distribution of Fee Data. For example, Distributors subscribing to the User Web Interface Only subscription will only be able to download through web-based portal file downloads, while all other users would be able to download using mainframe-based file downloads. The file downloads would be functionally equivalent whether through mainframe-based file downloads or web-based portal file downloads, however, the mainframe-based file downloads would permit the downloading of more data at one time as compared to web-based portal file downloads. NSCC also proposes to amend Addendum A of the Rules to include the fees for subscription to the Insurance Profile feature. The proposed fees would depend on whether the user has subscribed to a Full Data Subscription, a Limited Data Subscription, or a User Web Interface Only subscription. For a subscription that is not a User Web Interface Only Subscription, NSCC would charge (i) $3,000 per month for a Full Data Subscription; and (ii) $1,500 per month for a Limited Data Subscription. For a User Web Interface Only Subscription, NSCC would charge Distributors (i) $500 per month, plus a $1.25 per CUSIP download transaction charge for a Full Data Subscription; and (ii) $250 per month, plus a $1.25 per CUSIP download transaction charge for a Limited Data Subscription. In addition, because the Fee Data being placed in Insurance Profile is intended to be used to satisfy disclosure requirements and is not intended to be used to commercialize the Fee Data retrieved therefrom, the proposed rule change would make it clear that users may not use, distribute, transmit, or otherwise make available Fee Data retrieved from Insurance Profile as the basis for or as a part of a data product or service offered for commercial gain to any other person without the prior written consent of NSCC. 2. Statutory Basis Section 17A(b)(3)(F) of the Act \13\ requires, in part, that the Rules be designed to foster cooperation and coordination with persons engaged in the clearance and settlement of securities transactions. The proposed rule change would enhance NSCC Members' ability to access and retrieve Fee Data information in a standardized and automated format and in a secure, centralized location. By streamlining the ability of NSCC Members to transmit and retrieve Fee Data between each other, NSCC believes that the proposed rule change would foster cooperation and coordination with NSCC Members engaged in the clearance and settlement of securities, consistent with the requirements of Section 17A(b)(3)(F) of the Act.\14\ --------------------------------------------------------------------------- \13\ 15 U.S.C. 78q-1(b)(3)(F). \14\ Id. --------------------------------------------------------------------------- Section 17A(b)(3)(D) of the Act \15\ requires that the Rules provide for the equitable allocation of reasonable dues, fees, and other charges among its participants. NSCC believes that the proposed rule change to Addendum A is consistent with this provision of the Act because the proposed fees would align with the cost of delivering the proposed Insurance Profile feature to NSCC Members, and such fees would be allocated equitably among the NSCC Members that subscribe for Insurance Profile. Therefore, by establishing fees that align with the cost of delivery of this feature and allocating those fees equitably among the subscribing NSCC Members, the proposed rule change would provide for the equitable allocation of reasonable dues, fees and other charges among its participants consistent with the requirements of Section 17A(b)(3)(D) of the Act.\16\ --------------------------------------------------------------------------- \15\ 15 U.S.C. 78q-1(b)(3)(D). \16\ Id. --------------------------------------------------------------------------- (B) Clearing Agency's Statement on Burden on Competition NSCC does not believe that the proposed rule change would have any adverse impact, or impose any burden, on competition because the proposed rule change would add an optional function to NSCC's services that would provide a more efficient method by which subscribing Carriers and Distributors may transmit and receive Fee Data. Therefore, as an optional feature available for subscription, the proposed rule change would not disproportionally impact any NSCC Members. Moreover, because the proposed rule change would improve the efficiency by which subscribing NSCC Members may transmit Fee Data and satisfy their disclosure requirements, the proposed rule change may have a positive effect on competition among Carriers and Distributors. The proposed feature would provide these firms with a faster, more streamlined method of transmitting and receiving Fee Data, and therefore would enable IPS Eligible Products to be marketed more quickly. Specifically, Distributors would have the ability to distribute IPS Eligible Products into the market to consumers more quickly because Distributors would have the ability to satisfy their Fee Data disclosure requirements with respect to such IPS Eligible Products on a timely basis using the proposed Insurance Profile. (C) Clearing Agency's Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others NSCC has not received or solicited any written comments relating to this proposal. NSCC will notify the Commission of any written comments it receives. 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) \17\ of the Act and subparagraphs (f)(2) \18\ and (f)(4) \19\ of Rule 19b-4 thereunder. 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. --------------------------------------------------------------------------- \17\ 15 U.S.C 78s(b)(3)(A). \18\ 17 CFR 240.19b-4(f)(2). \19\ 17 CFR 240.19b-4(f)(4). --------------------------------------------------------------------------- [[Page 17919]] 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-NSCC-2017-003 on the subject line. Paper Comments Send paper comments in triplicate to Secretary, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549. All submissions should refer to File Number SR-NSCC-2017-003. 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 the filing also will be available for inspection and copying at the principal office of NSCC and on DTCC's Web site (http://dtcc.com/legal/sec-rule-filings.aspx). 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-NSCC-2017-003 and should be submitted on or before May 4, 2017. 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. 2017-07459 Filed 4-12-17; 8:45 am] BILLING CODE 8011-01-P
![17916 Federal Register / Vol. 82, No. 70 / Thursday, April 13, 2017 / Notices
limitations on portfolio holdings or to comply with any diversity Shares that the NAV per Share will be
reference assets, or (c) the applicability requirement for which the number of calculated daily and that the NAV and
of Exchange rules and surveillance creation units outstanding continues to the Disclosed Portfolio will be made
procedures shall constitute continued exceed the Trigger Number, as well as available to all market participants at
listing requirements for listing the each of Minimum Requirements 1, 2 the same time.37
Shares on the Exchange. In addition, the and 3. This approval order is based on all of
issuer has represented to the Exchange (6) Each Fund may hold up to an the Exchange’s representations,
that it will advise the Exchange of any aggregate amount of 15% of its net including those set forth above and in
failure by a Fund to comply with the assets in illiquid assets (calculated at Amendments No. 1 and No. 2.
continued listing requirements, and, the time of investment), as deemed For the foregoing reasons, the
pursuant to its obligations under illiquid by the Adviser.31 Commission finds that the proposed
Section 19(g)(1) of the Act, the Exchange (7) Prior to the commencement of rule change, as modified by
will monitor for compliance with the trading, the Exchange will inform its Amendments No. 1 and No. 2, is
continued listing requirements. If a members in an Information Circular of consistent with Section 6(b)(5) of the
Fund is not in compliance with the the special characteristics and risks Act 38 and the rules and regulations
applicable listing requirements, the associated with trading the Shares. thereunder applicable to a national
Exchange will commence delisting Specifically, the Information Circular securities exchange.
procedures under the Exchange Rule will discuss the following: (1) The
procedures for purchases and IV. Conclusion
14.12.26
The Exchange deems the Shares to be redemptions of Shares in Creation Units It is therefore ordered, pursuant to
equity securities, thus rendering trading (and that Shares are not individually Section 19(b)(2) of the Act,39 that the
in the Shares subject to the Exchange’s redeemable); (2) Exchange Rule 3.7, proposed rule change (SR–BatsBZX–
existing rules governing the trading of which imposes suitability obligations on 2017–10), as modified by Amendments
equity securities. In support of this Exchange members with respect to No. 1 and No. 2, be, and it hereby is,
proposal, the Exchange has made recommending transactions in the approved.
representations, including the Shares to customers; (3) how For the Commission, by the Division of
following: information regarding the Intraday Trading and Markets, pursuant to delegated
(1) The Shares will be subject to Indicative Value is disseminated; (4) the authority.40
Exchange Rule 14.11(i), which sets forth risks involved in trading the Shares Eduardo A. Aleman,
the initial and continued listing criteria during the Pre-Opening 32 and After Assistant Secretary.
applicable to Managed Fund Shares.27 Hours Trading Sessions 33 when an
[FR Doc. 2017–07456 Filed 4–12–17; 8:45 am]
(2) The Exchange’s surveillance updated Intraday Indicative Value will
BILLING CODE 8011–01–P
procedures are adequate to properly not be calculated or publicly
monitor the trading of the Shares on the disseminated; (5) the requirement that
Exchange during all trading sessions members deliver a prospectus to
SECURITIES AND EXCHANGE
and to deter and detect violations of investors purchasing newly issued
COMMISSION
Exchange rules and the applicable Shares prior to or concurrently with the
federal securities laws.28 confirmation of a transaction; and (6) [Release No. 34–80404; File No. SR–NSCC–
trading information. In addition, the 2017–003]
(3) The Exchange may obtain
information regarding trading in the Information Circular will advise
members, prior to the commencement of Self-Regulatory Organizations;
Shares and the underlying shares in National Securities Clearing
exchange traded equity securities via trading, of the prospectus delivery
requirements applicable to the Funds. Corporation; Notice of Filing and
the ISG, from other exchanges that are Immediate Effectiveness of Proposed
members or affiliates of the ISG, or with Members purchasing Shares from the
Funds for resale to investors will deliver Rule Change To Provide for a New
which the Exchange has entered into a Data Repository Feature Called
comprehensive surveillance sharing a prospectus to such investors. The
Information Circular will also discuss ‘‘Insurance Profile’’ for Transmission of
agreement. In addition, the Exchange is Fee Data and Implement Fees in
able to access, as needed, trade any exemptive, no-action, and
interpretive relief granted by the Connection With This Feature
information for certain fixed income
instruments reported to TRACE.29 Commission from any rules under the April 7, 2017.
(4) Structured securities, when Act.34 Pursuant to Section 19(b)(1) of the
combined with instruments held as part (8) For initial and/or continued Securities Exchange Act of 1934, as
of the other portfolio holdings as listing, each Fund must be in amended (‘‘Act’’),1 and Rule 19b–4
described above, will not exceed 20% of compliance with Rule 10A–3 under the thereunder,2 notice is hereby given that
each Fund’s net assets.30 Act.35 on March 31, 2017, National Securities
(5) Each Fund will comply with (9) A minimum of 100,000 Shares of
Clearing Corporation (‘‘NSCC’’) filed
Minimum Requirements 1, 2, and 3. If each Fund will be outstanding at the
with the Securities and Exchange
a Fund at any point has sufficient commencement of trading on the
Commission (‘‘Commission’’) the
creation units outstanding necessary to Exchange.36
(10) The Exchange will obtain a proposed rule change as described in
trigger a diversity requirement and Items I, II and III below, which Items
representation from the issuer of the
asabaliauskas on DSK3SPTVN1PROD with NOTICES
subsequently has fewer creation units have been prepared by the clearing
outstanding than those applicable to the 31 See id. at 11, 18 and 26. agency. NSCC filed the proposed rule
Trigger Number, the Fund will continue 32 The Pre-Opening Session is from 8:00 a.m. to
37 See id.
9:30 a.m. Eastern Time.
26 See Amendment No. 2, supra note 6, at 3–4. 33 The After Hours Trading Session is from 4:00 38 15 U.S.C. 78f(b)(5).
27 See Amendment No. 1, supra note 6, at 38. p.m. to 5:00 p.m. Eastern Time. 39 15 U.S.C. 78s(b)(2).
28 See id. at 39. 34 See Amendment No. 1, supra note 6, at 41. 40 17 CFR 200.30–3(a)(12).
29 See id. at 43. 35 See id. at 38. 1 15 U.S.C. 78s(b)(1).
30 See id. at 9, n.19. 36 See id. 2 17 CFR 240.19b–4.
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![Federal Register / Vol. 82, No. 70 / Thursday, April 13, 2017 / Notices 17919
IV. Solicitation of Comments For the Commission, by the Division of set forth in sections A, B, and C below,
Trading and Markets, pursuant to delegated of the most significant parts of such
Interested persons are invited to authority.20 statements.
submit written data, views and Eduardo A. Aleman,
arguments concerning the foregoing, Assistant Secretary. A. Self-Regulatory Organization’s
including whether the proposed rule Statement of the Purpose of, and
[FR Doc. 2017–07459 Filed 4–12–17; 8:45 am]
change is consistent with the Act. Statutory Basis for, the Proposed Rule
BILLING CODE 8011–01–P
Comments may be submitted by any of Change
the following methods: 1. Purpose
SECURITIES AND EXCHANGE The Exchange proposes to remove
Electronic Comments COMMISSION Section 204.25 (‘‘Treasury Stock
• Use the Commission’s Internet [Release No. 34–80398; File No. SR–NYSE– Changes’’) from the Manual.
comment form (http://www.sec.gov/ 2017–15] Section 204.25 provides that if issued
rules/sro.shtml); or and listed stock of a listed company is
Self-Regulatory Organizations; New reacquired or disposed of, directly or
• Send an email to rule-comments@
York Stock Exchange LLC; Notice of indirectly, for the account of the
sec.gov. Please include File Number SR–
Filing and Immediate Effectiveness of company, the Exchange is required to
NSCC–2017–003 on the subject line. Proposed Rule Change To Remove receive notice of such transaction
Paper Comments Section 204.25 (Treasury Stock within ten days after the close of the
Changes) From the NYSE Listed fiscal quarter in which it occurs. This
• Send paper comments in triplicate Company Manual notice need state only the total number
to Secretary, Securities and Exchange of shares reacquired (shares of a
Commission, 100 F Street NE., April 7, 2017.
Pursuant to Section 19(b)(1) 1 of the company’s own stock acquired by the
Washington, DC 20549. company and held for its own account
Securities Exchange Act of 1934
All submissions should refer to File (‘‘Act’’) 2 and Rule 19b–4 thereunder,3 are typically referred to as ‘‘treasury
Number SR–NSCC–2017–003. This file notice is hereby given that, on March shares’’) or disposed of during the
number should be included on the 27, 2017, New York Stock Exchange quarter and the balance held by the
subject line if email is used. To help the LLC (‘‘NYSE’’ or the ‘‘Exchange’’) filed company at the end of the quarter. If,
Commission process and review your with the Securities and Exchange during such quarter, there were both
comments more efficiently, please use Commission (‘‘SEC’’ or ‘‘Commission’’) reacquisitions and dispositions, the total
only one method. The Commission will the proposed rule change as described amount reacquired and the total amount
in Items I and II below, which Items disposed of should be stated. The only
post all comments on the Commission’s
have been prepared by the self- purposes for which the Exchange
Internet Web site (http://www.sec.gov/
regulatory organization. The generally uses treasury share
rules/sro.shtml). Copies of the information is for determining
submission, all subsequent Commission is publishing this notice to
solicit comments on the proposed rule compliance with its shareholder
amendments, all written statements approval requirements in relation to
with respect to the proposed rule change from interested persons.
share issuances and for calculating
change that are filed with the I. Self-Regulatory Organization’s annual listing fees.
Commission, and all written Statement of the Terms of Substance of The Exchange believes it is
communications relating to the the Proposed Rule Change unnecessary to require listed companies
proposed rule change between the The Exchange proposes to remove to submit this information on a
Commission and any person, other than Section 204.25 (‘‘Treasury Stock quarterly basis as it has not regularly
those that may be withheld from the Changes’’) from the NYSE Listed relied on this information for any
public in accordance with the Company Manual (the ‘‘Manual’’). The regulatory purpose for many years.4 In
provisions of 5 U.S.C. 552, will be proposed rule change is available on the the event that the Exchange needs
available for Web site viewing and Exchange’s Web site at www.nyse.com, information about a listed company’s
printing in the Commission’s Public at the principal office of the Exchange, treasury stock position, it will either
Reference Room, 100 F Street NE., and at the Commission’s Public request that information from the
Washington, DC 20549 on official Reference Room. company in question or it will obtain it
business days between the hours of by reviewing the company’s financial
II. Self-Regulatory Organization’s statements included in its Form 10–K or
10:00 a.m. and 3:00 p.m. Copies of the
Statement of the Purpose of, and Form 10–Q. In addition, the Exchange
filing also will be available for
Statutory Basis for, the Proposed Rule notes that the primary purpose for
inspection and copying at the principal Change which it uses treasury share data is for
office of NSCC and on DTCC’s Web site
In its filing with the Commission, the purposes of analyzing transactions
(http://dtcc.com/legal/sec-rule-
self-regulatory organization included under Sections 312.03 (‘‘Shareholder
filings.aspx). All comments received Approval’’) and 303A.08 (‘‘Shareholder
will be posted without change; the statements concerning the purpose of,
and basis for, the proposed rule change Approval of Equity Compensation
Commission does not edit personal
and discussed any comments it received
identifying information from
asabaliauskas on DSK3SPTVN1PROD with NOTICES
4 A listed company’s treasury stock position was
on the proposed rule change. The text
submissions. You should submit only significant at one time, as listed companies were
of those statements may be examined at able to reissue treasury shares without giving rise
information that you wish to make
the places specified in Item IV below. to any shareholder approval requirements under
available publicly. All submissions The Exchange has prepared summaries, Section 312.03 of the Manual. Since the adoption
should refer to File Number SR–NSCC– of Section 312.04(j), issuances of treasury shares are
2017–003 and should be submitted on 20 17
treated like any other issuance of common stock for
CFR 200.30–3(a)(12). purposes of Section 312.03. See Securities
or before May 4, 2017. 1 15 U.S.C. 78s(b)(1). Exchange Act Release No. 54999 (December 21,
2 15 U.S.C. 78a.
2006); 72 FR 170 (January 3, 2007) (SR–NYSE–
3 17 CFR 240.19b–4. 2006–30).
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Document Created: 2017-04-13 01:09:31
Document Modified: 2017-04-13 01:09:31
| Category | Regulatory Information | |
| Collection | Federal Register | |
| sudoc Class | AE 2.7: GS 4.107: AE 2.106: | |
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| Section | Notices | |
| FR Citation | 82 FR 17916 |
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