83_FR_6101 83 FR 6072 - Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Certain of the Governing/Documents of Its Intermediate Parent Companies

83 FR 6072 - Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Certain of the Governing/Documents of Its Intermediate Parent Companies

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 83, Issue 29 (February 12, 2018)

Page Range6072-6074
FR Document2018-02722

Federal Register, Volume 83 Issue 29 (Monday, February 12, 2018) 
[Federal Register Volume 83, Number 29 (Monday, February 12, 2018)]
[Notices]
[Pages 6072-6074]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2018-02722]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-82638; File No. SR-NYSEArca-2018-09]


Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing 
and Immediate Effectiveness of Proposed Rule Change To Amend Certain of 
the Governing/Documents of Its Intermediate Parent Companies

February 6, 2018.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 
1934 (the ``Act''),\2\ and Rule 19b-4 thereunder,\3\ notice is hereby 
given that, on January 29, 2018, NYSE Arca, Inc. (the ``Exchange'' or 
``NYSE Arca'') filed with the Securities and Exchange Commission (the 
``Commission'') the proposed rule change as described in Items I, II, 
and III below, which Items have been prepared by the self-regulatory 
organization. The Commission is publishing this notice to solicit 
comments on the proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to amend certain of the governing documents 
of its intermediate parent companies Intercontinental Exchange 
Holdings, Inc. (``ICE Holdings''), NYSE Holdings LLC (``NYSE 
Holdings'') and NYSE Group, Inc. (``NYSE Group'') to make a technical 
change updating the registered office and registered agent in the state 
of Delaware. The proposed rule change is available on the Exchange's 
website at www.nyse.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 self-regulatory organization 
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 those statements may be examined at 
the places specified in Item IV below. The Exchange has prepared 
summaries, set forth in sections A, B, and C below, of the most 
significant parts of such statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and the 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange proposes to amend certain of the governing documents 
of its intermediate parent companies ICE Holdings, NYSE Holdings, and 
NYSE Group to make a technical change updating the registered office 
and registered agent in the state of Delaware.\4\
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    \4\ Intercontinental Exchange Inc., the ultimate parent of the 
Exchange, owns 100% of the equity interest in ICE Holdings, which in 
turn owns 100% of the equity interest in NYSE Holdings. NYSE 
Holdings owns 100% of the equity interest of NYSE Group, which in 
turn directly owns 100% of the equity interest of the Exchange and 
its national securities exchange affiliates, New York Stock Exchange 
LLC (``NYSE''), NYSE American LLC and NYSE National, Inc. ICE is a 
publicly traded company listed on the NYSE.
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    ICE Holdings and NYSE Group are corporations and NYSE Holdings is a 
limited liability corporation, all organized under the laws of the 
State of Delaware. As such, they are required to have and maintain a 
registered office and registered agent in Delaware.\5\ The Exchange 
proposes to amend certain of their governing documents to change the 
registered office and registered agent.
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    \5\ See Del. Code tit 6, Sec.  18-104, and Del. Code tit 8, 
Sec. Sec.  131 and 132.
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    More specifically, the Exchange proposes to amend the following 
provisions in the listed documents (collectively, the ``Governing 
Documents''): \6\
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    \6\ Some of the Governing Documents were recently amended. See 
Securities Exchange Act Release No. 82083 (November 15, 2017), 82 FR 
55453 (November 21, 2017) (SR-NYSEArca-2017-125).
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     Article II (Registered Office) of the Ninth Amended and 
Restated Certificate of Incorporation of ICE Holdings;
     Article II, Sections 2.4 (Registered Office) and 2.5 
(Registered Agent) of the Ninth Amended and Restated Limited Liability 
Company Agreement of NYSE Holdings;
     the Certificate of Formation of NYSE Holdings; \7\
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    \7\ The Certificate of Formation of NYSE Holdings is amended by 
filing a ``State of Delaware Certificate of Amendment Changing Only 
the Registered Office or Registered Agent of a Limited Liability 
Company,'' as set forth in Exhibit 5C of the proposed rule change.
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     Article II (Registered Office) of the Sixth Amended and 
Restated Certificate of Incorporation of NYSE Group; and
     Article I, Section 1.1 (Registered Office) of the Fourth 
Amended and Restated Bylaws of NYSE Group.
    The listed provisions identify The Corporation Trust Company as the

[[Page 6073]]

registered agent, and provide that the address of the registered office 
in Wilmington, Delaware is Corporation Trust Center, 1209 Orange 
Street. The Exchange proposes to amend such provisions to identify 
United Agent Group Inc. as the registered agent, and to provide that 
the address of the registered office is 3411 Silverside Road, Tatnall 
Building No. 104, Wilmington, County of New Castle, Delaware 19810.
    In addition, conforming changes would be made to the title [sic], 
recitals, dates and signature lines, as applicable, of the Governing 
Documents.
    The change is a non-substantive technical administrative change.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Exchange Act \8\ in general, and with Section 
6(b)(1) \9\ in particular, in that it enables the Exchange to be so 
organized as to have the capacity to be able to carry out the purposes 
of the Exchange Act and to comply, and to enforce compliance by its 
exchange members and persons associated with its exchange members, with 
the provisions of the Exchange Act, the rules and regulations 
thereunder, and the rules of the Exchange.
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    \8\ 15 U.S.C. 78f(b).
    \9\ 15 U.S.C. 78f(b)(1).
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    The proposed rule change is a non-substantive administrative change 
that does not impact the governance or ownership of the Exchange. The 
Exchange believes that the proposed rule change would enable the 
Exchange to continue to be so organized as to have the capacity to 
carry out the purposes of the Exchange Act and comply and enforce 
compliance with the provisions of the Exchange Act by its members and 
persons associated with its members, because ensuring that the 
Governing Documents rules identify the registered agent and registered 
office in Delaware would contribute to the orderly operation of the 
Exchange by adding clarity and transparency to its rules. Similarly, 
the proposed conforming changes to the title [sic], recitals, date and 
signature line, as applicable, of the Governing Documents would 
contribute to the orderly operation of the Exchange by adding clarity 
and transparency to its rules.
    For similar reasons, the Exchange also believes that the proposed 
rule change is consistent with Section 6(b)(5) of the Act,\10\ in that 
it is designed to prevent fraudulent and manipulative acts and 
practices, to promote just and equitable principles of trade, to foster 
cooperation and coordination with persons engaged in facilitating 
transactions in securities, to remove impediments to and perfect the 
mechanism of a free and open market and a national market system and, 
in general, to protect investors and the public interest.
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    \10\ 15 U.S.C. 78f(b)(5).
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    The Exchange believes that the proposed rule change would remove 
impediments to and perfect the mechanism of a free and open market and 
a national market system by ensuring that market participants can more 
easily navigate, understand and comply with its rules. The Exchange 
believes that, by ensuring that such rules accurately identify the 
registered agent and registered office in Delaware, and by making 
conforming changes to the title [sic], recitals, date and signature 
line, as applicable, of the Governing Documents, the proposed rule 
change would reduce potential investor or market participant confusion.

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 that is not necessary or appropriate 
in furtherance of the purposes of the Exchange Act. The proposed rule 
change is not designed to address any competitive issue but rather is 
concerned solely with making a technical change updating the registered 
office and registered agent of each Intermediate Holding Company.

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    No written comments were solicited or received with respect to the 
proposed rule change.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    The proposed rule change has become effective pursuant to Section 
19(b)(3)(A) of the Act \11\ and Rule 19b-4(f)(3) \12\ thereunder in 
that the proposed rule change is concerned solely with the 
administration of the Exchange.
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    \11\ 15 U.S.C. 78s(b)(3)(A).
    \12\ 17 CFR 240.19b-4(f)(3).
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    At any time within 60 days of the filing of the proposed rule 
change, the Commission summarily may 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 under Section 
19(b)(2)(B) \13\ of the Act to determine whether the proposed rule 
change should be approved or disapproved.
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    \13\ 15 U.S.C. 78s(b)(2)(B).
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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 Comments

     Use 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-NYSEArca-2018-09 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-NYSEArca-2018-09. 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-NYSEArca-2018-09, and

[[Page 6074]]

should be submitted on or before March 5, 2018.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\14\
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    \14\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-02722 Filed 2-9-18; 8:45 am]
 BILLING CODE 8011-01-P

6072 Federal Register / Vol. 83, No. 29 / Monday, February 12, 2018 / Notices Register on December 28, 2017.3 On SECURITIES AND EXCHANGE A. Self-Regulatory Organization’s January 31, 2018, the Exchange filed COMMISSION Statement of the Purpose of, and the Amendment No. 1 to the proposed rule Statutory Basis for, the Proposed Rule change.4 The Commission has received [Release No. 34–82638; File No. SR– Change no comment letters on the proposed rule NYSEArca–2018–09] 1. Purpose change. Self-Regulatory Organizations; NYSE The Exchange proposes to amend Section 19(b)(2) of the Act 5 provides certain of the governing documents of Arca, Inc.; Notice of Filing and that within 45 days of the publication of its intermediate parent companies ICE Immediate Effectiveness of Proposed notice of the filing of a proposed rule Rule Change To Amend Certain of the Holdings, NYSE Holdings, and NYSE change, or within such longer period up Governing/Documents of Its Group to make a technical change to 90 days as the Commission may Intermediate Parent Companies updating the registered office and designate if it finds such longer period registered agent in the state of to be appropriate and publishes its February 6, 2018. Delaware.4 reasons for so finding or as to which the Pursuant to Section 19(b)(1) 1 of the ICE Holdings and NYSE Group are self-regulatory organization consents, Securities Exchange Act of 1934 (the corporations and NYSE Holdings is a the Commission shall either approve the ‘‘Act’’),2 and Rule 19b–4 thereunder,3 limited liability corporation, all proposed rule change, disapprove the notice is hereby given that, on January organized under the laws of the State of proposed rule change, or institute 29, 2018, NYSE Arca, Inc. (the Delaware. As such, they are required to proceedings to determine whether the ‘‘Exchange’’ or ‘‘NYSE Arca’’) filed with have and maintain a registered office proposed rule change should be the Securities and Exchange and registered agent in Delaware.5 The disapproved. The Commission is Commission (the ‘‘Commission’’) the Exchange proposes to amend certain of extending this 45-day time period. The proposed rule change as described in their governing documents to change Commission finds that it is appropriate Items I, II, and III below, which Items the registered office and registered to designate a longer period within have been prepared by the self- agent. regulatory organization. The More specifically, the Exchange which to take action on the proposed Commission is publishing this notice to proposes to amend the following rule change so that it has sufficient time solicit comments on the proposed rule provisions in the listed documents to consider the proposed rule change. change from interested persons. (collectively, the ‘‘Governing Accordingly, the Commission, Documents’’): 6 pursuant to Section 19(b)(2) of the Act,6 I. Self-Regulatory Organization’s • Article II (Registered Office) of the designates March 28, 2018, as the date Statement of the Terms of Substance of Ninth Amended and Restated Certificate by which the Commission shall either the Proposed Rule Change of Incorporation of ICE Holdings; approve or disapprove, or institute The Exchange proposes to amend • Article II, Sections 2.4 (Registered proceedings to determine whether to certain of the governing documents of Office) and 2.5 (Registered Agent) of the disapprove, the proposed rule change its intermediate parent companies Ninth Amended and Restated Limited (File No. SR–CboeBZX–2017–012), as Intercontinental Exchange Holdings, Liability Company Agreement of NYSE modified by Amendment No. 1. Inc. (‘‘ICE Holdings’’), NYSE Holdings Holdings; • the Certificate of Formation of For the Commission, by the Division of LLC (‘‘NYSE Holdings’’) and NYSE NYSE Holdings; 7 Group, Inc. (‘‘NYSE Group’’) to make a Trading and Markets, pursuant to delegated • Article II (Registered Office) of the authority.7 technical change updating the registered Sixth Amended and Restated Certificate Eduardo A. Aleman, office and registered agent in the state of Incorporation of NYSE Group; and of Delaware. The proposed rule change • Article I, Section 1.1 (Registered Assistant Secretary. is available on the Exchange’s website at Office) of the Fourth Amended and [FR Doc. 2018–02726 Filed 2–9–18; 8:45 am] www.nyse.com, at the principal office of Restated Bylaws of NYSE Group. BILLING CODE 8011–01–P the Exchange, and at the Commission’s The listed provisions identify The Public Reference Room. Corporation Trust Company as the II. Self-Regulatory Organization’s 4 Intercontinental Exchange Inc., the ultimate Statement of the Purpose of, and parent of the Exchange, owns 100% of the equity Statutory Basis for, the Proposed Rule interest in ICE Holdings, which in turn owns 100% 3 See Securities Exchange Act Release No. 82379 Change of the equity interest in NYSE Holdings. NYSE (Dec. 21, 2017), 82 FR 61608. Holdings owns 100% of the equity interest of NYSE 4 In Amendment No. 1, which amended and In its filing with the Commission, the Group, which in turn directly owns 100% of the replaced the proposed rule change in its entirety, self-regulatory organization included equity interest of the Exchange and its national statements concerning the purpose of, securities exchange affiliates, New York Stock the Exchange: (a) Supplemented the description of Exchange LLC (‘‘NYSE’’), NYSE American LLC and the Fund’s relative exposures to the U.S. equity and and basis for, the proposed rule change NYSE National, Inc. ICE is a publicly traded S&P 500 futures markets; (b) made conforming and discussed any comments it received company listed on the NYSE. informational and rule reference corrections to on the proposed rule change. The text 5 See Del. Code tit 6, § 18–104, and Del. Code tit maintain internal consistency; (c) updated the of those statements may be examined at 8, §§ 131 and 132. status of the registration statement for the Fund; (d) the places specified in Item IV below. 6 Some of the Governing Documents were clarified the use of certain defined terms; and (e) recently amended. See Securities Exchange Act The Exchange has prepared summaries, daltland on DSKBBV9HB2PROD with NOTICES made other technical and non-substantive changes. Release No. 82083 (November 15, 2017), 82 FR Amendment No. 1 to the proposed rule change is set forth in sections A, B, and C below, 55453 (November 21, 2017) (SR–NYSEArca–2017– available on the Commission’s website at: https:// of the most significant parts of such 125). www.sec.gov/comments/sr-cboebzx-2017-012/ statements. 7 The Certificate of Formation of NYSE Holdings cboebzx2017012.htm. is amended by filing a ‘‘State of Delaware Certificate 5 15 U.S.C. 78s(b)(2). of Amendment Changing Only the Registered Office 1 15 U.S.C. 78s(b)(1). or Registered Agent of a Limited Liability 6 Id. 2 15 U.S.C. 78a. Company,’’ as set forth in Exhibit 5C of the 7 17 CFR 200.30–3(a)(31). 3 17 CFR 240.19b–4. proposed rule change. VerDate Sep<11>2014 19:23 Feb 09, 2018 Jkt 244001 PO 00000 Frm 00098 Fmt 4703 Sfmt 4703 E:\FR\FM\12FEN1.SGM 12FEN1

Federal Register / Vol. 83, No. 29 / Monday, February 12, 2018 / Notices 6073 registered agent, and provide that the and coordination with persons engaged institute proceedings under Section address of the registered office in in facilitating transactions in securities, 19(b)(2)(B) 13 of the Act to determine Wilmington, Delaware is Corporation to remove impediments to and perfect whether the proposed rule change Trust Center, 1209 Orange Street. The the mechanism of a free and open should be approved or disapproved. Exchange proposes to amend such market and a national market system IV. Solicitation of Comments provisions to identify United Agent and, in general, to protect investors and Group Inc. as the registered agent, and the public interest. Interested persons are invited to to provide that the address of the The Exchange believes that the submit written data, views, and registered office is 3411 Silverside Road, proposed rule change would remove arguments concerning the foregoing, Tatnall Building No. 104, Wilmington, impediments to and perfect the including whether the proposed rule County of New Castle, Delaware 19810. mechanism of a free and open market change is consistent with the Act. In addition, conforming changes and a national market system by Comments may be submitted by any of would be made to the title [sic], recitals, ensuring that market participants can the following methods: dates and signature lines, as applicable, more easily navigate, understand and of the Governing Documents. Electronic Comments comply with its rules. The Exchange The change is a non-substantive believes that, by ensuring that such • Use the Commission’s internet technical administrative change. rules accurately identify the registered comment form (http://www.sec.gov/ 2. Statutory Basis agent and registered office in Delaware, rules/sro.shtml); or and by making conforming changes to • Send an email to rule-comments@ The Exchange believes that the the title [sic], recitals, date and signature sec.gov. Please include File Number SR– proposed rule change is consistent with line, as applicable, of the Governing NYSEArca–2018–09 on the subject line. Section 6(b) of the Exchange Act 8 in Documents, the proposed rule change general, and with Section 6(b)(1) 9 in Paper Comments would reduce potential investor or particular, in that it enables the market participant confusion. • Send paper comments in triplicate Exchange to be so organized as to have to Secretary, Securities and Exchange the capacity to be able to carry out the B. Self-Regulatory Organization’s Commission, 100 F Street NE, purposes of the Exchange Act and to Statement on Burden on Competition Washington, DC 20549–1090. comply, and to enforce compliance by The Exchange does not believe that All submissions should refer to File its exchange members and persons the proposed rule change will impose Number SR–NYSEArca–2018–09. This associated with its exchange members, any burden on competition that is not file number should be included on the with the provisions of the Exchange Act, necessary or appropriate in furtherance subject line if email is used. To help the the rules and regulations thereunder, of the purposes of the Exchange Act. Commission process and review your and the rules of the Exchange. The proposed rule change is not The proposed rule change is a non- comments more efficiently, please use designed to address any competitive only one method. The Commission will substantive administrative change that issue but rather is concerned solely with does not impact the governance or post all comments on the Commission’s making a technical change updating the internet website (http://www.sec.gov/ ownership of the Exchange. The registered office and registered agent of Exchange believes that the proposed rules/sro.shtml). Copies of the each Intermediate Holding Company. submission, all subsequent rule change would enable the Exchange to continue to be so organized as to have C. Self-Regulatory Organization’s amendments, all written statements the capacity to carry out the purposes of Statement on Comments on the with respect to the proposed rule the Exchange Act and comply and Proposed Rule Change Received From change that are filed with the enforce compliance with the provisions Members, Participants, or Others Commission, and all written of the Exchange Act by its members and communications relating to the No written comments were solicited persons associated with its members, proposed rule change between the or received with respect to the proposed because ensuring that the Governing Commission and any person, other than rule change. Documents rules identify the registered those that may be withheld from the agent and registered office in Delaware III. Date of Effectiveness of the public in accordance with the would contribute to the orderly Proposed Rule Change and Timing for provisions of 5 U.S.C. 552, will be operation of the Exchange by adding Commission Action available for website viewing and clarity and transparency to its rules. The proposed rule change has become printing in the Commission’s Public Similarly, the proposed conforming effective pursuant to Section 19(b)(3)(A) Reference Room, 100 F Street NE, changes to the title [sic], recitals, date of the Act 11 and Rule 19b–4(f)(3) 12 Washington, DC 20549, on official and signature line, as applicable, of the thereunder in that the proposed rule business days between the hours of Governing Documents would contribute change is concerned solely with the 10:00 a.m. and 3:00 p.m. Copies of the to the orderly operation of the Exchange administration of the Exchange. filing also will be available for by adding clarity and transparency to its At any time within 60 days of the inspection and copying at the principal rules. filing of the proposed rule change, the office of the Exchange. All comments For similar reasons, the Exchange also Commission summarily may suspend received will be posted without change. believes that the proposed rule change such rule change if it appears to the Persons submitting comments are is consistent with Section 6(b)(5) of the Commission that such action is cautioned that we do not redact or edit Act,10 in that it is designed to prevent necessary or appropriate in the public personal identifying information from daltland on DSKBBV9HB2PROD with NOTICES fraudulent and manipulative acts and interest, for the protection of investors, comment submissions. You should practices, to promote just and equitable or otherwise in furtherance of the submit only information that you wish principles of trade, to foster cooperation purposes of the Act. If the Commission to make available publicly. All takes such action, the Commission shall submissions should refer to File 8 15 U.S.C. 78f(b). Number SR–NYSEArca–2018–09, and 9 15 U.S.C. 78f(b)(1). 11 15 U.S.C. 78s(b)(3)(A). 10 15 U.S.C. 78f(b)(5). 12 17 CFR 240.19b–4(f)(3). 13 15 U.S.C. 78s(b)(2)(B). VerDate Sep<11>2014 19:23 Feb 09, 2018 Jkt 244001 PO 00000 Frm 00099 Fmt 4703 Sfmt 4703 E:\FR\FM\12FEN1.SGM 12FEN1

6074 Federal Register / Vol. 83, No. 29 / Monday, February 12, 2018 / Notices should be submitted on or before March II. Self-Regulatory Organization’s percentage of ADV 11 ≥90%. The 5, 2018. Statement of the Purpose of, and Exchange proposes to ease the first For the Commission, by the Division of Statutory Basis for, the Proposed Rule prong of the tier’s criteria to now require Trading and Markets, pursuant to delegated Change that the Member’s MPID an ADAV as a authority.14 In its filing with the Commission, the percentage of TCV ≥0.30%, rather than Eduardo A. Aleman, Exchange included statements 0.35%. The Exchange does not proposes Assistant Secretary. concerning the purpose of and basis for to amend their tier’s enhanced rebate or [FR Doc. 2018–02722 Filed 2–9–18; 8:45 am] the proposed rule change and discussed the second prong of the tier’s required any comments it received on the criteria. BILLING CODE 8011–01–P proposed rule change. The text of these The Exchange proposes to implement statements may be examined at the the above change to its fee schedule on SECURITIES AND EXCHANGE places specified in Item IV below. The February 1, 2018. COMMISSION Exchange has prepared summaries, set 2. Statutory Basis forth in Sections A, B, and C below, of [Release No. 34–82642; File No. SR– The Exchange believes that the CboeBZX–2018–007] the most significant parts of such statements. proposed rule changes are consistent with the objectives of Section 6 of the Self-Regulatory Organizations; Cboe (A) Self-Regulatory Organization’s Act,12 in general, and furthers the BZX Exchange, Inc.; Notice of Filing Statement of the Purpose of, and objectives of Section 6(b)(4),13 in and Immediate Effectiveness of a Statutory Basis for, the Proposed Rule particular, as it is designed to provide Proposed Rule Change Related to Fees Change for the equitable allocation of reasonable for Use on Cboe BZX Exchange, Inc. 1. Purpose dues, fees and other charges among its February 6, 2018. Members and other persons using its Pursuant to Section 19(b)(1) of the The Exchange proposes to amend its facilities. The Exchange also notes that Securities Exchange Act of 1934 (the fee schedule applicable to its equities it operates in a highly-competitive ‘‘Act’’),1 and Rule 19b–4 thereunder,2 trading platform (‘‘BZX Equities’’) to market in which market participants can notice is hereby given that on January amend the criteria necessary to qualify readily direct order flow to competing 31, 2018, Cboe BZX Exchange, Inc. (the for the enhanced rebate provided by the venues if they deem fee levels at a ‘‘Exchange’’ or ‘‘BZX’’) filed with the Single MPID Investor Tier 1 under particular venue to be excessive or Securities and Exchange Commission footnote 4. The Exchange currently incentives to be insufficient. (‘‘Commission’’) the proposed rule offers two Single MPID Investor Tiers Furthermore, the Exchange notes that change as described in Items I, II and III under footnote 4, which provide an routing through the Exchange’s affiliate, below, which Items have been prepared enhanced rebate of $0.0031 or $0.0027 Bats Trading, is voluntary. by the Exchange. The Exchange has per share for qualifying orders which The Exchange believes that the designated the proposed rule change as yield fee codes B,6 V,7or Y.8 The proposed modification to the tiered one establishing or changing a member distinction between the tiers under pricing structure is reasonable, fair and due, fee, or other charge imposed by the footnote 4 and other tiers offered by the equitable, and non-discriminatory. The Exchange under Section 19(b)(3)(A)(ii) Exchange, is that the volume measured Exchange operates in a highly of the Act 3 and Rule 19b–4(f)(2) to determine whether a Member competitive market in which market thereunder,4 which renders the qualifies is performed on an Member participants may readily send order proposed rule change effective upon Participant Identifier (‘‘MPID’’) by MPID flow to many competing venues if they filing with the Commission. The basis. The Exchange proposes to modify deem fees at the Exchange to be Commission is publishing this notice to the criteria necessary to achieve the Tier excessive or incentives provided to be solicit comments on the proposed rule 1 under footnote 4 as described below. insufficient. The proposed structure change from interested persons. Currently, under Tier 1 a Member may remains intended to attract order flow to receive an enhanced rebate of $0.0031 the Exchange by offering market I. Self-Regulatory Organization’s per share where their MPID has: (i) An participants a competitive pricing Statement of the Terms of Substance of ADAV 9 as a percentage of TCV 10 structure. The Exchange believes it is the Proposed Rule Change ≥0.35%; and (ii) an ADAV as a reasonable to offer and incrementally The Exchange filed a proposal to modify incentives intended to help to 6 Fee code B is appended to displayed orders amend the fee schedule applicable to contribute to the growth of the which add liquidity to Tape B and is provided a Members 5 and non-Members of the rebate of $0.0025 per share. Exchange. Exchange pursuant to BZX Rules 15.1(a) 7 Fee code V is appended to displayed orders Volume-based pricing such as that and (c). which add liquidity to Tape A and is provided a proposed herein have been widely The text of the proposed rule change rebate of $0.0020 per share. adopted by exchanges, including the 8 Fee code Y is appended to displayed orders is available at the Exchange’s website at Exchange, and are equitable because which add liquidity to Tape C and is provided a www.markets.cboe.com, at the principal rebate of $0.0020 per share. they are open to all Members on an office of the Exchange, and at the 9 ‘‘ADAV’’ means average daily added volume equal basis and provide additional Commission’s Public Reference Room. calculated as the number of shares added per day benefits or discounts that are reasonably and ‘‘ADV’’ means average daily volume calculated related to: (i) The value to an exchange’s as the number of shares added or removed, 14 17 CFR 200.30–3(a)(12). market quality; (ii) associated higher daltland on DSKBBV9HB2PROD with NOTICES combined, per day. ADAV and ADV are calculated 1 15 U.S.C. 78s(b)(1). on a monthly basis. See the BZX Equities fee levels of market activity, such as higher 2 17 CFR 240.19b–4. schedule available at http://markets.cboe.com/us/ levels of liquidity provisions and/or 3 15 U.S.C. 78s(b)(3)(A)(ii). equities/membership/fee_schedule/bzx/. growth patterns; and (iii) introduction of 4 17 CFR 240.19b–4(f)(2). 10 ‘‘TCV’’ means total consolidated volume 5 The term ‘‘Member’’ is defined as ‘‘any calculated as the volume reported by all exchanges 11 See supra note 9. registered broker or dealer that has been admitted and trade reporting facilities to a consolidated 12 15 U.S.C. 78f. to membership in the Exchange.’’ See Exchange transaction reporting plan for the month for which Rule 1.5(n). the fees apply. Id. 13 15 U.S.C. 78f(b)(4). VerDate Sep<11>2014 19:23 Feb 09, 2018 Jkt 244001 PO 00000 Frm 00100 Fmt 4703 Sfmt 4703 E:\FR\FM\12FEN1.SGM 12FEN1


Document Created: 2018-11-01 08:42:04
Document Modified: 2018-11-01 08:42:04
CategoryRegulatory Information
CollectionFederal Register
sudoc ClassAE 2.7:
GS 4.107:
AE 2.106:
PublisherOffice of the Federal Register, National Archives and Records Administration
SectionNotices
FR Citation83 FR 6072 
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