83 FR 57767 - Self-Regulatory Organizations; Nasdaq PHLX LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend General 8 of the Exchange's Rules
SECURITIES AND EXCHANGE COMMISSION Federal Register Volume 83, Issue 222 (November 16, 2018)
Federal Register Volume 83, Issue 222 (November 16, 2018)
| Page Range | 57767-57770 | |
| FR Document | 2018-25033 |
[Federal Register Volume 83, Number 222 (Friday, November 16, 2018)] [Notices] [Pages 57767-57770] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2018-25033] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Release No. 34-84573; File No. SR-Phlx-2018-70] Self-Regulatory Organizations; Nasdaq PHLX LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend General 8 of the Exchange's Rules November 9, 2018. 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 October 29, 2018, Nasdaq PHLX LLC (``Phlx'' or ``Exchange'') 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 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. --------------------------------------------------------------------------- I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes to amend General 8 of the Exchange's Rules, as described below. The text of the proposed rule change is available on the Exchange's website at http://nasdaqphlx.cchwallstreet.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 [[Page 57768]] 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 aspects of such statements. A. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 1. Purpose The Exchange proposes to amend General 8 of its Rules, which govern the provision by the Exchange of colocation, connectivity, and direct connectivity services and related products, and which set forth the fees that the Exchange charges for those products and services, to: (1) Clarify that all of the products and services set forth in General 8 are shared among the Nasdaq Inc. affiliated exchanges--The Nasdaq Stock Market LLC, Nasdaq BX, Inc., Nasdaq PHLX LLC, Nasdaq ISE, LLC, Nasdaq MRX, LLC, and Nasdaq GEMX, LLC (collectively, the ``Nasdaq, Inc. Exchanges'')--meaning that a firm need only purchase these products and services once to be able to use them to connect to all of the Nasdaq, Inc. Exchanges to which the firm is otherwise entitled to connect, and to receive the third party services and market data feeds that it is otherwise entitled to receive; and (2) make other non-substantive changes that will further the objective of harmonizing General 8 with parallel rules that exist among the other Nasdaq, Inc. Exchanges.\3\ --------------------------------------------------------------------------- \3\ The other Nasdaq, Inc. Exchanges plan to file similar proposals in the near future. --------------------------------------------------------------------------- The Nasdaq, Inc. Exchanges offer colocation, connectivity, and direct connectivity services and related products to their customers on a shared basis, meaning that a customer may utilize these products and services to gain access to any or all of the Nasdaq, Inc. Exchanges to which they are otherwise entitled to receive access under the Rules. The Nasdaq, Inc. Exchanges only charge customers once for these shared products and services, even to the extent that customers use the products and services to connect to more than one of the Nasdaq, Inc. Exchanges. For example, a firm that is a member or member organization, as applicable, of all six Nasdaq, Inc. Exchanges, and which co-locates its servers in the Nasdaq Data Center by purchasing a 10 GB fiber connection, cabinet space, cooling fans, and patch cables, only needs to purchase these products and services once to use them to connect to all six Nasdaq, Inc. Exchanges. Likewise, the Rules were intended to provide for connectivity to third-party services and market data feeds on a shared basis, meaning that a firm need only purchase a subscription to these services once, regardless of whether the firm is a member or member organization, as applicable, of multiple Nasdaq, Inc. Exchanges. Historically, the Exchange has billed customers on a shared basis for all of the products and services currently set forth in General 8. Presently, however, only certain provisions of General 8 state this fact expressly. That is, provisions in General 8 pertaining to connectivity to the Exchange, direct circuit connectivity to the Exchange, and point-of-presence connectivity to the Exchange, each state that they include connectivity to the other markets of the Nasdaq, Inc. Exchanges. However, other provisions in General 8--such as cabinets, cabinet power, fiber and wireless connectivity to market data feeds, and fiber and wireless connectivity to third party services--do not contain such language. Notwithstanding the absence of express language in these provisions of General 8, the Exchange believes that it is or should be apparent that a firm need only pay once to purchase products and services--like server cabinets, power supplies, and cables--that the firm will use to connect to multiple Nasdaq, Inc. Exchanges or to connect to third party services or market data feeds. Indeed, the Exchange is aware of no actual customer confusion on this issue. Nevertheless, the Exchange believes that the existing Rules would benefit from clarification so as to avoid the potential for any confusion in the future. Accordingly, the Exchange proposes to amend General 8 by doing the following: (1) Deleting the existing selective references therein to shared connectivity services; and (2) replacing selective references with the following language, which will serve as a general preface to General 8: The connectivity products and services that this Rule describes are shared among all of the Nasdaq, Inc. exchanges (The Nasdaq Stock Market, LLC, Nasdaq BX, Inc., Nasdaq PHLX, LLC, Nasdaq ISE, LLC, Nasdaq MRX, LLC, and Nasdaq GEMX, LLC). Fees for these products and services are also the same among all of the Nasdaq, Inc. exchanges. As such, a firm need only purchase the products and services listed below from any Nasdaq, Inc. exchange once to connect to any and all of the Nasdaq, Inc. exchanges to which it is otherwise entitled to connect, or to connect to third party market data feeds or services. For example, if a firm purchases connectivity to one Nasdaq, Inc. exchange and then subsequently qualifies to connect to a second Nasdaq, Inc. exchange, then the firm may utilize its existing services for connecting to the first exchange to also connect to the second exchange, without incurring an additional charge. This preface will clarify that all products and services set forth in General 8 are offered on a shared basis and that a firm need only purchase them once from any of the Nasdaq, Inc. Exchanges. In addition to adding this preface, the Exchange also proposes several other non-substantive amendments to General 8 to correct technical errors and to harmonize it with parallel provisions set forth in the rules of the other Nasdaq, Inc. Exchanges. These changes will reconcile minor, non-substantive differences in the phrasing and placement of text between the Exchange's General 8 and the other Nasdaq, Inc. Exchanges' Sections 8. The amendments will also remove certain references to the names ``Phlx'' or ``Nasdaq PHLX'' or replace them with general references to ``the Exchange.'' Finally, the amendments will amend General 8, Section 1(b), which provides for discounted pricing for having multiple millimeter or microwave wireless subscriptions, to state that such pricing applies to subscriptions under General 8, Section 1(b) ``and/or any other provision of these Rules that provides for such subscriptions, as may exist, from time to time.'' The intended result of the proposed changes--along with similar changes that the other Nasdaq, Inc. Exchanges plan to propose--will be to generalize General 8 and render it completely identical across all six Nasdaq, Inc. Exchanges. (The Exchange notes that The Nasdaq Stock Market LLC and Nasdaq BX, Inc. offer wireless subscriptions under both General 8, Section 1(b) and Rule 7015/Equity 7, Section 115 of their respective rulebooks.) 2. Statutory Basis The Exchange believes that its proposal is consistent with Section 6(b) of the Act,\4\ in general, and that it furthers the objectives of Section 6(b)(4) of the Act,\5\ in that it provides for the equitable allocation of reasonable dues, fees and other charges among members and issuers and other persons using any facility, and is not designed to permit unfair discrimination between customers, issuers, brokers, or dealers. Likewise, the Exchange believes that its proposal is consistent with Section [[Page 57769]] 6(b)(5) of the Act,\6\ in that it is designed to promote just and equitable principles of trade, 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. --------------------------------------------------------------------------- \4\ 15 U.S.C. 78f(b). \5\ 15 U.S.C. 78f(b)(4). \6\ 15 U.S.C. 78f(b)(5). --------------------------------------------------------------------------- The Exchange believes that it is equitable for the Exchange and the other Nasdaq, Inc. Exchanges to collectively charge a firm only once for the products and services set forth in General 8 because the same instance of such products and services may be used by the firm to connect to any or all of the Nasdaq, Inc. Exchanges to which it is otherwise entitled to connect. Said otherwise, the Exchange does not believe that it would be fair for the Nasdaq, Inc. Exchanges to each charge separate fees to a firm to, say, rent the same cabinet space in the same data center or to purchase the same wires to connect its servers to the market data feed. Moreover, the practice of charging a firm once for products and services with shared applicability among the Nasdaq, Inc. Exchanges is not unfairly discriminatory because each of the Nasdaq, Inc. Exchanges makes the products and services that are set forth in General 8 of their respective rulebooks available to all similarly situated members at the same prices. Meanwhile, the Exchange believes that it is just and equitable, and in the interests of the public and investors, for the Exchange to amend General 8 to clarify the existing practice of the Nasdaq, Inc. Exchanges to charge firms once to purchase shared products and services, and to codify that practice where it is not stated expressly in the Rule. Although the Exchange believes that such codification and clarification of General 8 are not necessary in this instance--given that it should be (and in the Exchange's experience, it is) apparent to firms that each of the Nasdaq, Inc. Exchanges will not charge them more than once to, say, rent the same cabinet space or to purchase the same wires or power supplies--the Exchange believes, nevertheless, that the public and investors will benefit from increased clarity to General 8. Even if the proposal is not needed to dispel any actual confusion about the Rules, it will help to limit any potential confusion in the future. The Exchange also believes that it is just and equitable, and in the interests of the public and investors, to harmonize the language of General 8 among all six of the Nasdaq, Inc. Exchanges. Given that General 8 in each of the Nasdaq, Inc. Exchanges' rulebooks sets forth the same products, services, and associated fees that are assessed on a shared basis, the language of General 8 should be uniform across these Exchanges avoid any confusion about unintended disparities. The proposal makes minor, non-substantive changes to accomplish this harmonization, which include removing references that are idiosyncratic to this Exchange and are not common among all of the Nasdaq, Inc. Exchanges. Lastly, the Exchange believes that its proposals to amend General 8 are non-controversial because they merely codify and clarify the Exchange's existing interpretation of General 8, serve the interests of the public and investors in promoting a more clear and transparent Rulebook that is harmonized with the shared rules of the other Nasdaq, Inc. Exchanges, and because the proposals will not impact competition or limit access to or availability of the Exchange or its systems. B. Self-Regulatory Organization's Statement on Burden on Competition The Exchange does not believe that the proposed rule change will impose any burden on competition not necessary or appropriate in furtherance of the purposes of the Act. The proposals merely codify and clarify existing practice of the Nasdaq, Inc. Exchanges to collectively charge a customer only once to connect to any or all of the Nasdaq, Inc. Exchanges of which it is a member and to connect to third party services. The proposals also harmonize Section 8 with corresponding provisions of the rulebooks of the other Nasdaq, Inc. Exchanges. C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others No written comments were either solicited or received. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action Because the foregoing proposed rule change does not: (i) Significantly affect the protection of investors or the public interest; (ii) impose any significant burden on competition; and (iii) become operative for 30 days from the date on which it was filed, or such shorter time as the Commission may designate, it has become effective pursuant to Section 19(b)(3)(A) of the Act \7\ and Rule 19b- 4(f)(6) thereunder.\8\ --------------------------------------------------------------------------- \7\ 15 U.S.C. 78s(b)(3)(A). \8\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii) requires a self-regulatory organization to give the Commission written notice of its intent to file the proposed rule change, along with a brief description and text of the proposed rule change, at least five business days prior to the date of filing of the proposed rule change, or such shorter time as designated by the Commission. The Exchange has satisfied this requirement. --------------------------------------------------------------------------- A proposed rule change filed pursuant to Rule 19b-4(f)(6) under the Act \9\ normally does not become operative for 30 days after the date of its filing. However, Rule 19b-4(f)(6)(iii) \10\ permits the Commission to designate a shorter time if such action is consistent with the protection of investors and the public interest. The Exchange has requested that the Commission waive the 30-day operative delay so that the proposed rule change may become operative upon filing. Waiver of the operative delay would allow the Exchange to immediately amend its rules to specify that the products and services set forth in General 8 are shared among the Nasdaq, Inc. Exchanges and to harmonize General 8 with parallel rules of the other Nasdaq, Inc. Exchanges. The Commission believes that waiver of the 30-day operative delay is consistent with the protection of investors and the public interest. Accordingly, the Commission hereby waives the operative delay and designates the proposed rule change operative upon filing.\11\ --------------------------------------------------------------------------- \9\ 17 CFR 240.19b-4(f)(6). \10\ 17 CFR 240.19b-4(f)(6)(iii). \11\ For purposes only of waiving the 30-day operative delay, the Commission also 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. If the Commission takes such action, the Commission shall institute proceedings to determine whether the proposed rule change should be approved or disapproved. IV. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: [[Page 57770]] Electronic CommentsUse the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or Send an email to rule-comments@sec.gov. Please include File Number SR-Phlx-2018-70 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-Phlx-2018-70. 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 website (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 website 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 the Exchange. All comments received will be posted without change. Persons submitting comments are cautioned that we do not redact or edit personal identifying information from comment submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR-Phlx-2018-70, and should be submitted on or before December 7, 2018. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.\12\ Brent J. Fields, Secretary. --------------------------------------------------------------------------- \12\ 17 CFR 200.30-3(a)(12). --------------------------------------------------------------------------- [FR Doc. 2018-25033 Filed 11-15-18; 8:45 am] BILLING CODE 8011-01-P
![Federal Register / Vol. 83, No. 222 / Friday, November 16, 2018 / Notices 57767
rulebooks of the other Nasdaq, Inc. Commission summarily may comment submissions. You should
Exchanges. temporarily suspend such rule change if submit only information that you wish
it appears to the Commission that such to make available publicly. All
C. Self-Regulatory Organization’s
action is necessary or appropriate in the submissions should refer to File
Statement on Comments on the
public interest, for the protection of Number SR–MRX–2018–33, and should
Proposed Rule Change Received From
investors, or otherwise in furtherance of be submitted on or before December 7,
Members, Participants, or Others
the purposes of the Act. If the 2018.
No written comments were either Commission takes such action, the For the Commission, by the Division of
solicited or received. Commission shall institute proceedings Trading and Markets, pursuant to delegated
III. Date of Effectiveness of the to determine whether the proposed rule authority.12
Proposed Rule Change and Timing for change should be approved or Brent J. Fields,
Commission Action disapproved. Secretary.
Because the foregoing proposed rule IV. Solicitation of Comments [FR Doc. 2018–25029 Filed 11–15–18; 8:45 am]
change does not: (i) Significantly affect Interested persons are invited to BILLING CODE 8011–01–P
the protection of investors or the public submit written data, views, and
interest; (ii) impose any significant arguments concerning the foregoing,
burden on competition; and (iii) become SECURITIES AND EXCHANGE
including whether the proposed rule
operative for 30 days from the date on COMMISSION
change is consistent with the Act.
which it was filed, or such shorter time Comments may be submitted by any of [Release No. 34–84573; File No. SR–Phlx–
as the Commission may designate, it has the following methods: 2018–70]
become effective pursuant to Section
19(b)(3)(A) of the Act 7 and Rule 19b– Electronic Comments Self-Regulatory Organizations; Nasdaq
4(f)(6) thereunder.8 • Use the Commission’s internet PHLX LLC; Notice of Filing and
A proposed rule change filed comment form (http://www.sec.gov/ Immediate Effectiveness of Proposed
pursuant to Rule 19b–4(f)(6) under the rules/sro.shtml); or Rule Change To Amend General 8 of
Act 9 normally does not become • Send an email to rule-comments@ the Exchange’s Rules
operative for 30 days after the date of its sec.gov. Please include File Number SR–
November 9, 2018.
filing. However, Rule 19b–4(f)(6)(iii) 10 MRX–2018–33 on the subject line.
permits the Commission to designate a Pursuant to Section 19(b)(1) of the
Paper Comments Securities Exchange Act of 1934
shorter time if such action is consistent
with the protection of investors and the • Send paper comments in triplicate (‘‘Act’’),1 and Rule 19b–4 thereunder,2
public interest. The Exchange has to Secretary, Securities and Exchange notice is hereby given that on October
requested that the Commission waive Commission, 100 F Street NE, 29, 2018, Nasdaq PHLX LLC (‘‘Phlx’’ or
the 30-day operative delay so that the Washington, DC 20549–1090. ‘‘Exchange’’) filed with the Securities
proposed rule change may become All submissions should refer to File and Exchange Commission
operative upon filing. Waiver of the Number SR–MRX–2018–33. This file (‘‘Commission’’) the proposed rule
operative delay would allow the number should be included on the change as described in Items I and II
Exchange to immediately amend its subject line if email is used. To help the below, which Items have been prepared
rules to specify that the products and Commission process and review your by the Exchange. The Commission is
services set forth in General 8 are shared comments more efficiently, please use publishing this notice to solicit
among the Nasdaq, Inc. Exchanges and only one method. The Commission will comments on the proposed rule change
to harmonize General 8 with parallel post all comments on the Commission’s from interested persons.
rules of the other Nasdaq, Inc. internet website (http://www.sec.gov/ I. Self-Regulatory Organization’s
Exchanges. The Commission believes rules/sro.shtml). Copies of the Statement of the Terms of Substance of
that waiver of the 30-day operative submission, all subsequent the Proposed Rule Change
delay is consistent with the protection amendments, all written statements
of investors and the public interest. The Exchange proposes to amend
with respect to the proposed rule
Accordingly, the Commission hereby General 8 of the Exchange’s Rules, as
change that are filed with the
waives the operative delay and described below.
Commission, and all written The text of the proposed rule change
designates the proposed rule change communications relating to the is available on the Exchange’s website at
operative upon filing.11 proposed rule change between the
At any time within 60 days of the http://nasdaqphlx.cchwallstreet.com/,
Commission and any person, other than at the principal office of the Exchange,
filing of the proposed rule change, the those that may be withheld from the and at the Commission’s Public
public in accordance with the Reference Room.
7 15 U.S.C. 78s(b)(3)(A). provisions of 5 U.S.C. 552, will be
8 17 CFR 240.19b–4(f)(6). In addition, Rule 19b– available for website viewing and II. Self-Regulatory Organization’s
4(f)(6)(iii) requires a self-regulatory organization to
give the Commission written notice of its intent to printing in the Commission’s Public Statement of the Purpose of, and
file the proposed rule change, along with a brief Reference Room, 100 F Street NE, Statutory Basis for, the Proposed Rule
description and text of the proposed rule change, Washington, DC 20549 on official Change
at least five business days prior to the date of filing business days between the hours of
of the proposed rule change, or such shorter time In its filing with the Commission, the
as designated by the Commission. The Exchange 10:00 a.m. and 3:00 p.m. Copies of the Exchange included statements
amozie on DSK3GDR082PROD with NOTICES
has satisfied this requirement. filing also will be available for concerning the purpose of and basis for
9 17 CFR 240.19b–4(f)(6). inspection and copying at the principal the proposed rule change and discussed
10 17 CFR 240.19b–4(f)(6)(iii).
office of the Exchange. All comments any comments it received on the
11 For purposes only of waiving the 30-day
received will be posted without change.
operative delay, the Commission also has
considered the proposed rule’s impact on
Persons submitting comments are 12 17 CFR 200.30–3(a)(12).
efficiency, competition, and capital formation. See cautioned that we do not redact or edit 1 15 U.S.C. 78s(b)(1).
15 U.S.C. 78c(f). personal identifying information from 2 17 CFR 240.19b–4.
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![57770 Federal Register / Vol. 83, No. 222 / Friday, November 16, 2018 / Notices
Electronic Comments SECURITIES AND EXCHANGE in the rule, the issuer, underwriter, or
COMMISSION dealer has obtained from each investor
• Use the Commission’s internet written or implied consent to
comment form (http://www.sec.gov/ Submission for OMB Review; householding.2 The rule requires
rules/sro.shtml); or Comment Request issuers, underwriters, or dealers that
• Send an email to rule-comments@ Upon Written Request, Copies Available wish to household prospectuses with
sec.gov. Please include File Number SR– From: Securities and Exchange implied consent to send a notice to each
Phlx–2018–70 on the subject line. Commission, Office of FOIA Services, investor stating that the investors in the
100 F Street NE, Washington, DC household will receive one prospectus
Paper Comments in the future unless the investors
20549–2736
provide contrary instructions. In
• Send paper comments in triplicate Extension: addition, at least once a year, issuers,
to Secretary, Securities and Exchange Rule 154 SEC File No. 270–438, OMB underwriters, or dealers, relying on rule
Commission, 100 F Street NE, Control No. 3235–0495
154 for the householding of
Washington, DC 20549–1090. Notice is hereby given that, under the prospectuses relating to open-end
Paperwork Reduction Act of 1995 (44 management investment companies that
All submissions should refer to File
U.S.C. 3501–3520), the Securities and are registered under the Investment
Number SR–Phlx–2018–70. This file
Exchange Commission (the Company Act of 1940 (‘‘mutual funds’’)
number should be included on the ‘‘Commission’’) has submitted to the
subject line if email is used. To help the must explain to investors who have
Office of Management and Budget a provided written or implied consent
Commission process and review your request for extension of the previously how they can revoke their consent.3
comments more efficiently, please use approved collection of information Preparing and sending the notice and
only one method. The Commission will discussed below. the annual explanation of the right to
post all comments on the Commission’s The federal securities laws generally revoke are collections of information.
internet website (http://www.sec.gov/ prohibit an issuer, underwriter, or The rule allows issuers, underwriters,
rules/sro.shtml). Copies of the dealer from delivering a security for sale or dealers to household prospectuses if
submission, all subsequent unless a prospectus meeting certain certain conditions are met. Among the
amendments, all written statements requirements accompanies or precedes conditions with which a person relying
with respect to the proposed rule the security. Rule 154 (17 CFR 230.154) on the rule must comply are providing
change that are filed with the under the Securities Act of 1933 (15 notice to each investor that only one
Commission, and all written U.S.C. 77a) (the ‘‘Securities Act’’) prospectus will be sent to the household
communications relating to the permits, under certain circumstances, and, in the case of issuers that are
proposed rule change between the delivery of a single prospectus to mutual funds, providing to each
Commission and any person, other than investors who purchase securities from investor who consents to householding
those that may be withheld from the the same issuer and share the same an annual explanation of the right to
public in accordance with the address (‘‘householding’’) to satisfy the revoke consent to the delivery of a
provisions of 5 U.S.C. 552, will be applicable prospectus delivery single prospectus to multiple investors
requirements.1 The purpose of rule 154 sharing an address. The purpose of the
available for website viewing and
is to reduce the amount of duplicative notice and annual explanation
printing in the Commission’s Public
prospectuses delivered to investors requirements of the rule is to ensure that
Reference Room, 100 F Street NE,
sharing the same address. investors who wish to receive
Washington, DC 20549 on official Under rule 154, a prospectus is individual copies of prospectuses are
business days between the hours of considered delivered to all investors at able to do so.
10:00 a.m. and 3:00 p.m. Copies of the a shared address, for purposes of the Although rule 154 is not limited to
filing also will be available for federal securities laws, if the person mutual funds, the Commission believes
inspection and copying at the principal relying on the rule delivers the that it is used mainly by mutual funds
office of the Exchange. All comments prospectus to the shared address, and by broker-dealers that deliver
received will be posted without change. addresses the prospectus to the mutual fund prospectuses. The
Persons submitting comments are investors as a group or to each of the Commission is unable to estimate the
cautioned that we do not redact or edit investors individually, and the investors number of issuers other than mutual
personal identifying information from consent to the delivery of a single funds that rely on the rule.
comment submissions. You should prospectus. The rule applies to The Commission estimates that, as of
submit only information that you wish prospectuses and prospectus August 2018, there are approximately
to make available publicly. All supplements. Currently, the rule 1,590 mutual funds, approximately 400
submissions should refer to File permits householding of all of which engage in direct marketing and
Number SR–Phlx–2018–70, and should prospectuses by an issuer, underwriter, therefore deliver their own
be submitted on or before December 7, or dealer relying on the rule if, in prospectuses. Of the approximately 400
2018. addition to the other conditions set forth mutual funds that engage in direct
marketing, the Commission estimates
For the Commission, by the Division of 1 The Securities Act requires the delivery of that approximately half of these mutual
Trading and Markets, pursuant to delegated prospectuses to investors who buy securities from funds (200)(i) do not send the implied
authority.12 an issuer or from underwriters or dealers who
consent notice requirement because
amozie on DSK3GDR082PROD with NOTICES
participate in a registered distribution of securities.
Brent J. Fields, See Securities Act sections 2(a)(10), 4(1), 4(3), 5(b)
2 Rule 154 permits the householding of
Secretary. (15 U.S.C. 77b(a)(10), 77d(1), 77d(3), 77e(b)); see
also rule 174 under the Securities Act (17 CFR prospectuses that are delivered electronically to
[FR Doc. 2018–25033 Filed 11–15–18; 8:45 am]
230.174) (regarding the prospectus delivery investors only if delivery is made to a shared
BILLING CODE 8011–01–P obligation of dealers); rule 15c2–8 under the electronic address and the investors give written
Securities Exchange Act of 1934 (17 CFR 240.15c2– consent to householding. Implied consent is not
8) (prospectus delivery obligations of brokers and permitted in such a situation. See rule 154(b)(4).
12 17 CFR 200.30–3(a)(12). dealers). 3 See Rule 154(c).
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Document Created: 2018-11-16 07:22:32
Document Modified: 2018-11-16 07:22:32
| Category | Regulatory Information | |
| Collection | Federal Register | |
| sudoc Class | AE 2.7: GS 4.107: AE 2.106: | |
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| FR Citation | 83 FR 57767 |
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