Self-Regulatory Organizations; EDGX Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Convert Direct Edge, Inc., the Parent Company of EDGX Exchange, Inc., From a Delaware Corporation to a Delaware Limited Liability Company, 78122-78125 [2014-30274]
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78122
Federal Register / Vol. 79, No. 248 / Monday, December 29, 2014 / Notices
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–73893; File No. SR–EDGX–
2014–34]
Self-Regulatory Organizations; EDGX
Exchange, Inc.; Notice of Filing and
Immediate Effectiveness of a Proposed
Rule Change To Convert Direct Edge,
Inc., the Parent Company of EDGX
Exchange, Inc., From a Delaware
Corporation to a Delaware Limited
Liability Company
December 19, 2014.
Pursuant to section 19(b)(1) of the
Securities Exchange Act of 1934 (the
‘‘Act’’),1 and Rule 19b–4 thereunder,2
notice is hereby given that on December
12, 2014, EDGX Exchange, Inc. (the
‘‘Exchange’’ or ‘‘EDGX’’) filed with the
Securities and Exchange Commission
(‘‘Commission’’) the proposed rule
change as described in Items I and II
below, which Items have been prepared
by the Exchange. The Exchange has
designated this proposal as a ‘‘noncontroversial’’ proposed rule change
pursuant to section 19(b)(3)(A) of the
Act 3 and Rule 19b–4(f)(6)(iii)
thereunder,4 which renders it effective
upon filing with the Commission. The
Commission is publishing this notice to
solicit comments on the proposed rule
change from interested persons.
tkelley on DSK3SPTVN1PROD with NOTICES
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The Exchange filed a proposal to: (i)
Convert Direct Edge, Inc. (‘‘DE’’) from a
Delaware corporation to a Delaware
limited liability company (the
‘‘Conversion’’), and, in connection
therewith, change the name of DE from
‘‘Direct Edge, Inc.’’ to ‘‘Direct Edge
LLC,’’ and (ii) amend the Third
Amended and Restated Bylaws of the
Exchange (the ‘‘Exchange Bylaws’’) to
reflect the name change of DE as the
Exchange’s sole stockholder.
The text of the proposed rule change
is available at the Exchange’s Web site
at https://www.directedge.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
1 15
U.S.C. 78s(b)(1).
CFR 240.19b–4.
3 15 U.S.C. 78s(b)(3)(A).
4 17 CFR 240.19b–4(f)(6)(iii).
2 17
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concerning the purpose of and basis for
the proposed rule change and discussed
any comments it received on the
proposed rule change. The text of these
statements may be examined at the
places specified in Item IV below. The
Exchange has prepared summaries, set
forth in sections A, B, and C below, of
the most significant parts of such
statements.
A. Self-Regulatory Organization’s
Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule
Change
1. Purpose
The Exchange submits this Proposed
Rule Change to seek the Commission’s
approval of the Conversion, the
adoption of the Organizational
Documents, and the Amended Exchange
Bylaws. The Conversion is proposed as
a means to simplify the administration
associated with the Exchange’s overall
corporate structure. The name change
from ‘‘Direct Edge, Inc.’’ to ‘‘Direct Edge
LLC’’ reflected in the Amended
Exchange Bylaws is a non-substantive
change. Other than converting DE from
a corporation to a limited liability
company and changing the name of DE
from ‘‘Direct Edge, Inc.’’ to ‘‘Direct Edge
LLC’’ in the Amended Exchange
Bylaws, no changes to the ownership or
structure of the Exchange, DE Holdings,
or the other entities included in the
Exchange’s overall corporate structure
are proposed.5 The proposed
Organizational Documents are
consistent in form and scope with the
most recent governing documents that
were approved by the Commission.6
There are no new regulatory issues
implicated in this proposal. Other than
as described herein and set forth in the
attached Exhibits 5A through 5C, the
Exchange will continue to conduct its
regulated activities (including operating
and regulating its market and
Members 7) in the manner currently
5 The Exchange notes that the Third Amended
and Restated Bylaws of EDGA Exchange, Inc. will
also be amended and restated to reflect the name
change of DE as the sole stockholder of EDGA
Exchange, Inc.
6 See Securities Exchange Act Release Nos. 60651
(September 11, 2009), 74 FR 47827 (Notice of Filing
of Applications, as Amended, for Registration as
National Securities Exchanges under section 6 of
the Securities Exchange Act of 1934) (including the
EDGX and EDGA Form 1 Applications and
Exhibits); and 61698 (March 12, 2010), 75 FR 13151
(March 18, 2010) (In the Matter of the Applications
of EDGX Exchange, Inc. and EDGA Exchange, Inc.
for Registration as National Securities Exchanges);
and Securities Exchange Act Release No. 71449
(January 30, 2014), 79 FR 6961 (February 5, 2014)
(SR–EDGA–2013–34; SR–EDGX–2013–43).
7 The term ‘‘Member’’ is defined as ‘‘any
registered broker or dealer, or any person associated
with a registered broker or dealer, that has been
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conducted, and will not make any
changes to its regulated activities in
connection with the Conversion. The
Exchange is not proposing any
amendments to its trading and
regulatory rules at this time. If the
Exchange determines to make any such
changes, it will seek the approval of the
Commission to the extent required by
the Act, and the Commission’s rules
thereunder, and the Rules of the
Exchange.
1. Current Corporate Structures
The Exchange and EDGA Exchange,
Inc. (‘‘EDGA’’, and together with the
Exchange, the ‘‘DE Exchanges’’), are
each Delaware corporations that are
national securities exchanges registered
with the Commission pursuant to
section 6(a) of the Act.8 Each DE
Exchange is a direct, wholly owned
subsidiary of DE, a Delaware
corporation. DE, originally formed as a
Delaware corporation on July 22, 2010,
is a direct, wholly owned subsidiary of
DE Holdings. In addition, DE Holdings
owns 100 percent of the equity interest
in Direct Edge ECN LLC d/b/a DE Route,
a Delaware limited liability company
and the routing broker-dealer for the DE
Exchanges. BATS Global Markets, Inc.,
a Delaware corporation (‘‘BGM’’), owns
100 percent of the equity interest in DE
Holdings, and is the ultimate parent
entity in the Exchange’s overall
corporate structure.
2. The Conversion
On December 9, 2014, the Board of
Directors of DE approved the
Conversion and Organizational
Documents on December 9, 2014, and
DE Holdings approved the Conversion
and Organizational Documents of DE on
December 9, 2014. Pursuant to the
Conversion, DE would be converted
from a Delaware corporation to a
Delaware limited liability company.
BGM will continue to own 100 percent
of the equity interests in DE Holdings,
and DE Holdings will continue to own
100 percent of the equity interest in DE,
which in turn, will continue to own 100
percent of the equity interest in each DE
Exchange.
3. Adoption of Certificate and Operating
Agreement
The Exchange proposes that DE adopt
a new Certificate and Operating
Agreement to replace the existing
Restated Certificate of Incorporation of
DE and the existing Amended and
admitted to the membership in the Exchange. A
Member will have the status of a ‘‘member’’ of the
Exchange as that term is defined in section 3(a)(3)
of the Act.’’ See Exchange Rule 1.5(n).
8 15 U.S.C. 78f(a).
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Restated Bylaws of DE. Each of the
proposed Certificate and Operating
Agreement are modeled on, and are
substantially similar to, the current
certificate of formation and operating
agreement, respectively, of DE Holdings,
which is similarly situated as an
intermediate holding company. The
Commission has previously found the
DE Holdings certificate of formation and
operating agreement to be consistent
with the Act.9 Each of the regulatory
provisions described below, which the
Exchange proposes to adopt within the
Operating Agreement of DE, are also
consistent with current provisions set
forth in the existing Restated Certificate
of Incorporation of DE and the existing
Amended and Restated Bylaws of DE.
Although DE will not carry out any
regulatory functions, the Exchange notes
that its activities with respect to the
operation of the DE Exchanges must be
consistent with, and must not interfere
with, the self-regulatory obligations of
each DE Exchange. As further described
below, the Operating Agreement
therefore will include provisions that
are designed to maintain the
independence of the Exchange’s selfregulatory functions, enable the
Exchange to operate in a manner that
complies with the federal securities
laws, including the objectives of
sections 6(b) 10 and 19(g) 11 of the Act,
and facilitate the ability of the Exchange
and the Commission to fulfill their
regulatory and oversight obligations
under the Act.
a. Certificate of Formation
In connection with the Conversion,
the Exchange proposes that DE adopt a
new Certificate, as set forth in Exhibit
5A, to replace the existing Restated
Certificate of Incorporation of DE. The
proposed Certificate includes the
following provisions required under
Delaware law:
• The full legal name of DE as ‘‘Direct
Edge LLC’’; and
• The name and address of DE’s
registered office in the State of
Delaware.
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b. Operating Agreement
In connection with the Conversion,
the Exchange proposes that DE adopt a
new Operating Agreement, as set forth
in Exhibit 5B, to replace the existing
Amended and Restated Bylaws of DE.
The proposed Operating Agreement
contains several provisions designed to
protect the independence of the self9 See
supra note 6.
U.S.C. 78f(b).
11 15 U.S.C. 78s(g).
10 15
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regulatory functions of the DE
Exchanges.
The Operating Agreement would
require DE Holdings and DE’s officers,
employees and agents to give due regard
to the preservation of the independence
of the self-regulatory function of the
Exchange, as well as to its obligations to
investors and the general public, and
not interfere with the effectuation of any
decisions by the Exchange Board of
Directors relating to its regulatory
functions (including disciplinary
matters) or which would interfere with
the ability of the Exchange to carry out
its responsibilities under the Act. The
Operating Agreement would require that
DE comply with the U.S. federal
securities laws and rules and
regulations thereunder and cooperate
with the Commission and the Exchange
pursuant to and to the extent of their
respective regulatory authority.
Pursuant to the Operating Agreement,
DE’s officers, employees and agents, by
virtue of their acceptance of such
positions, shall be deemed to agree to (i)
comply with the U.S. federal securities
laws and the rules and regulations
thereunder; and (ii) cooperate with the
Commission and the Exchange in
respect of the Commission’s oversight
responsibilities regarding the Exchange
and its self-regulatory functions, and DE
will take reasonable steps to cause its
officers, employees and agents to so
cooperate.
Furthermore, DE and its officers,
directors, employees and agents will be
deemed to irrevocably submit to the
jurisdiction of the U.S. federal courts,
the Commission, and each DE Exchange,
as applicable, for the purposes of any
suit, action, or proceeding pursuant to
the U.S. federal securities laws or the
rules or regulations thereunder relating
to or arising out of the activities of a DE
Exchange.
The Operating Agreement would also
contain a number of provisions
designed to ensure that the Exchange
has sufficient access to the books and
records of DE. Pursuant to the Operating
Agreement, the books, records,
premises, officers, agents, and
employees of DE are deemed to be the
books, records, premises, officers, agents
and employees of the Exchange to the
extent they are related to the operation
or administration of the Exchange. In
addition, for as long as DE controls the
Exchange, DE’s books and records shall
be subject at all times to inspection and
copying by the Commission and the
Exchange, provided that such books and
records are related to the operation or
administration of the Exchange.
The Operating Agreement also would
provide that, to the fullest extent
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permitted by applicable law, all
confidential information pertaining to
the self-regulatory functions of the
Exchange (including but not limited to
disciplinary matters, trading data,
trading practices and audit information)
contained in the books and records of
the Exchanges that shall come into the
possession of DE shall (i) be retained in
confidence by DE Holdings, DE, and
DE’s officers, employees and agents, and
(ii) not be used for any non-regulatory
purposes. The Operating Agreement
provides, however, that the foregoing
shall not limit or impede the rights of
the Commission or the Exchange to
access and examine such confidential
information pursuant to the U.S. federal
securities laws and the rules and
regulations thereunder, or limit or
impede the ability of DE Holdings or
DE’s officers, employees or agents to
disclose such confidential information
to the Commission or the Exchange.
In addition, the Operating Agreement
would provide that for so long as DE
directly or indirectly controls a
registered national securities exchange,
before any amendment to or repeal of
any provision of the Operating
Agreement may be effective, the changes
must be submitted to the Board of
Directors of each such exchange, and if
the change is required to be filed with
or filed with and approved by the
Commission before the change may be
effective under Section 19 of the Act
and the rules promulgated thereunder,12
then such proposed change shall not be
effective until filed with or filed with
and approved by the Commission, as the
case may be.
The Operating Agreement identifies
DE Holdings as the sole Member of
DE.13 The identification of the sole
Member of DE is designed to assure that
any change to the indirect ownership or
control of the DE Exchanges occurs
through a change in the ownership or
control of DE Holdings, or in accordance
with the rule filing process described
above. If the change of control occurs
through a change in the ownership or
control of DE Holdings, any purported
change of such ownership or control
would need to comply with DE
Holdings’ organizational documents.
4. Amended Exchange Bylaws
The Exchange proposes to amend the
Exchange Bylaws, as set forth in Exhibit
5C, to change the name of its sole
stockholder from ‘‘Direct Edge, Inc.’’ to
‘‘Direct Edge LLC’’. The name change
from ‘‘Direct Edge, Inc.’’ to ‘‘Direct Edge
LLC’’ as reflected in the Amended
12 15
U.S.C. 78s(b).
Operating Agreement, Art. II, section 2.01.
13 See
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Federal Register / Vol. 79, No. 248 / Monday, December 29, 2014 / Notices
Exchange Bylaws is a non-substantive
change. No other changes to the
ownership or structure of the Exchange
have taken place.
tkelley on DSK3SPTVN1PROD with NOTICES
2. Statutory Basis
The Exchange believes that the
Proposed Rule Change is consistent
with the requirements of the Act and the
rules and regulations thereunder that
are applicable to a national securities
exchange, and, in particular, with the
requirements of section 6(b) of the
Act.14 In particular, the proposal is
consistent with section 6(b)(1) of the
Act 15 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 Act and to comply, and to enforce
compliance by its Members and persons
associated with its Members, with the
provisions of the Act, the rules and
regulations thereunder, and the Rules of
the Exchange. The Proposed Rule
Change is designed to effect the
Conversion while ensuring that the
Exchange will continue to have the
authority and ability to effectively fulfill
its self-regulatory duties pursuant to the
Act and the rules promulgated
thereunder. In particular, the Proposed
Rule Change includes in the Operating
Agreement various provisions intended
to protect and maintain the integrity of
the self-regulatory functions of the
Exchange. For example, the Operating
Agreement, as described above, is
drafted to preserve the independence of
the Exchange’s self-regulatory function
and ensure that the Exchange is able to
obtain information it needs from the
specified parties to detect and deter any
fraudulent and manipulative acts in its
marketplace and carry out their
regulatory responsibilities under the
Act. Moreover, with the Proposed Rule
Change, the Commission will continue
to have regulatory authority 16 over the
Exchange, as is currently the case, as
well as jurisdiction over the Exchange’s
direct and indirect parents with respect
to activities related to the Exchange. As
a result, the Proposed Rule Change will
facilitate an ownership structure that
will provide the Commission with
appropriate oversight tools to ensure
that the Commission will have the
ability to enforce the Act with respect to
the Exchange, its direct and indirect
parent entities and their directors,
officers, employees and agents to the
extent they are involved in the activities
of the Exchange.
14 15
U.S.C. 78f(b).
U.S.C. 78f(b)(1).
16 See, e.g., Operating Agreement, Article X,
section 10.03.
15 15
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The Exchange also believes that the
Proposed Rule Change furthers the
objectives of section 6(b)(5) of the Act 17
because the Proposed Rule Change
would be consistent with and facilitate
a governance and regulatory structure
that 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
regulating, clearing, settling, processing
information with respect to, and
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. Furthermore, the
Exchange is not proposing any changes
to its regulated activities in connection
with the Conversion; the Exchange will
operate and regulate its Members in the
same manner upon consummation of
the Conversion as it does today.
Therefore, the Exchange believes that it
will continue to satisfy the requirements
of the Act and the rules and regulations
thereunder that are applicable to a
national securities exchange.
In addition, the Proposed Rule
Change provides transparency and
certainty, and promotes efficiency, with
respect to the governance and corporate
structure of the Exchange and its direct
and indirect parent companies. The
Exchange believes that these additional
changes, among other things, will
remove administrative impediments to
the governance of the Exchange. By
simplifying the governance structure in
this way, the Proposed Rule Change
promotes the maintenance of a fair and
orderly market, the protection of
investors and the protection of the
public interest.
B. Self-Regulatory Organization’s
Statement on Burden on Competition
The Exchange does not believe that
the Proposed Rule Change would result
in any burden on competition that is not
necessary or appropriate in furtherance
of the purposes of the Act, as amended.
The Exchange will continue to conduct
regulated activities (including operating
and regulating its market and Members)
of the type it currently conducts, but
will be able to do so in a more efficient
manner to the benefit of its Members.
Furthermore, the proposed Conversion
is not a competitive proposal, but rather
is intended to add efficiency with
respect to the governance process for the
Exchange and its affiliates.
17 15
PO 00000
U.S.C. 78f(b)(5).
Frm 00100
Fmt 4703
Sfmt 4703
C. Self-Regulatory Organization’s
Statement on Comments on the
Proposed Rule Change Received From
Members, Participants, or Others
The Exchange has not solicited or
received written comments on the
Proposed Rule Change.
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
Because the foregoing proposed rule
change does not: (1) Significantly affect
the protection of investors or the public
interest; (2) impose any significant
burden on competition; and (3) by its
terms does not become operative for 30
days after the date of this filing, or such
shorter time as the Commission may
designate if consistent with the
protection of investors and the public
interest, the proposed rule change has
become effective pursuant to section
19(b)(3)(A) of the Act 18 and Rule 19b–
4(f)(6) thereunder.19
A proposed rule change filed under
Rule 19b–4(f)(6) normally does not
become operative for 30 days after the
date of filing. However, Rule 19b–
4(f)(6)(iii) 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 asked the Commission to
waive the 30-day operative delay so that
the proposal may become operative
immediately upon filing. The
Commission believes that waiving the
30-day operative delay is consistent
with the protection of investors and the
public interest as it will allow the
Exchange to effect the Conversion upon
filing with the Secretary of State of the
State of Delaware and, according to the
Exchange, simplify the administration
associated with the Exchange’s overall
corporate structure immediately.20
Accordingly, the Commission hereby
grants the Exchange’s request and
designates the proposal operative upon
filing.
At any time within 60 days of the
filing of the proposed rule change, the
Commission summarily may
temporarily suspend such rule change if
18 15
U.S.C. 78s(b)(3)(A).
CFR 240.19b–4(f)(6). In addition, Rule 19b–
4(f)(6)(iii) requires a self-regulatory organization to
provide the Commission with 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 met this requirement.
20 For purposes only of waiving the 30-day
operative delay, the Commission has also
considered the proposed rule’s impact on
efficiency, competition, and capital formation. See
15 U.S.C. 78c(f).
19 17
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For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.21
Brent J. Fields,
Secretary.
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:
[FR Doc. 2014–30274 Filed 12–24–14; 8:45 am]
Electronic Comments
• Use the Commission’s Internet
comment form (https://www.sec.gov/
rules/sro.shtml); or
• Send an email to rule-comments@
sec.gov. Please include File Number SR–
EDGX–2014–34 on the subject line.
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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..
Self-Regulatory Organizations; BATS
Exchange, Inc.; Notice of Filing of a
Proposed Rule Change To List and
Trade Shares of the iShares Short
Maturity Municipal Bond ETF of the
iShares U.S. ETF Trust Under Rule
14.11(i) of BATS Exchange, Inc.
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–EDGX–2014–34. 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 (https://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 the Exchange. All comments
received will be posted without change;
the Commission does not edit personal
identifying information from
submissions. You should submit only
information that you wish to make
available publicly. All submissions
should refer to File Number SR–EDGX–
2014–34, and should be submitted on or
before January 20, 2015.
December 19, 2014.
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–73895; File No. SR–BATS–
2014–054]
Pursuant to section 19(b)(1) of the
Securities Exchange Act of 1934 (the
‘‘Act’’),1 and Rule 19b–4 thereunder,2
notice is hereby given that on December
12, 2014, BATS Exchange, Inc. (the
‘‘Exchange’’ or ‘‘BATS’’) 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.
I. Self-Regulatory Organization’s
Statement of the Terms of the Substance
of the Proposed Rule Change
The Exchange filed a proposal to list
and trade shares of the iShares Short
Maturity Municipal Bond ETF (the
‘‘Fund’’) of the iShares U.S. ETF Trust
(the ‘‘Trust’’) under BATS Rule 14.11(i)
(‘‘Managed Fund Shares’’). The shares of
the Fund are referred to herein as the
‘‘Shares.’’
The text of the proposed rule change
is available at the Exchange’s Web site
at https://www.batstrading.com/, at the
principal office of the Exchange, and at
the Commission’s Public Reference
Room.
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
In its filing with the Commission, the
Exchange included statements
concerning the purpose of and basis for
the proposed rule change and discussed
any comments it received on the
proposed rule change. The text of these
1 15
21 17
CFR 200.30–3(a)(12).
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2 17
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PO 00000
U.S.C. 78s(b)(1).
CFR 240.19b–4.
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78125
statements may be examined at the
places specified in Item IV below. The
Exchange has prepared summaries, set
forth in sections A, B, and C below, of
the most significant parts of such
statements.
A. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
1. Purpose
The Exchange proposes to list and
trade the Shares under BATS Rule
14.11(i), which governs the listing and
trading of Managed Fund Shares on the
Exchange.3 The Fund will be an actively
managed fund. The Shares will be
offered by the Trust, which was
established as a Delaware statutory trust
on June 21, 2011. The Trust is registered
with the Commission as an open-end
investment company and has filed a
registration statement on behalf of the
Fund on Form N–1A (‘‘Registration
Statement’’) with the Commission.4
Description of the Shares and the Fund
BlackRock Fund Advisors is the
investment adviser (‘‘BFA’’ or
‘‘Adviser’’) to the Fund.5 State Street
Bank and Trust Company is the
administrator, custodian, and transfer
agent (‘‘Administrator,’’ ‘‘Custodian,’’
and ‘‘Transfer Agent,’’ respectively) for
the Trust. BlackRock Investments, LLC
serves as the distributor (‘‘Distributor’’)
for the Trust.
BATS Rule 14.11(i)(7) provides that, if
the investment adviser to the
investment company issuing Managed
Fund Shares is affiliated with a brokerdealer, such investment adviser shall
erect a ‘‘fire wall’’ between the
investment adviser and the brokerdealer with respect to access to
information concerning the composition
and/or changes to such investment
company portfolio.6 In addition, Rule
3 The Commission approved BATS Rule 14.11(i)
in Securities Exchange Act Release No. 65225
(August 30, 2011), 76 FR 55148 (September 6, 2011)
(SR–BATS–2011–018).
4 See Registration Statement on Form N–1A for
the Trust, dated September 3, 2014 (File Nos. 333–
179904 and 811–22649). The descriptions of the
Fund and the Shares contained herein are based, in
part, on information in the Registration Statement.
The Commission has issued an order granting
certain exemptive relief to the Trust under the
Investment Company Act of 1940 (15 U.S.C. 80a–
1) (‘‘1940 Act’’) (the ‘‘Exemptive Order’’). See
Investment Company Act Release No. 29571
(January 24, 2011) (File No. 812–13601).
5 BFA is an indirect wholly owned subsidiary of
BlackRock, Inc.
6 An investment adviser to an open-end fund is
required to be registered under the Investment
Advisers Act of 1940 (the ‘‘Advisers Act’’). As a
result, the Adviser and its related personnel are
Continued
Sfmt 4703
E:\FR\FM\29DEN1.SGM
29DEN1
]]>Agencies
[Federal Register Volume 79, Number 248 (Monday, December 29, 2014)]
[Notices]
[Pages 78122-78125]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2014-30274]
[[Page 78122]]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-73893; File No. SR-EDGX-2014-34]
Self-Regulatory Organizations; EDGX Exchange, Inc.; Notice of
Filing and Immediate Effectiveness of a Proposed Rule Change To Convert
Direct Edge, Inc., the Parent Company of EDGX Exchange, Inc., From a
Delaware Corporation to a Delaware Limited Liability Company
December 19, 2014.
Pursuant to section 19(b)(1) of the Securities Exchange Act of 1934
(the ``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given
that on December 12, 2014, EDGX Exchange, Inc. (the ``Exchange'' or
``EDGX'') filed with the Securities and Exchange Commission
(``Commission'') the proposed rule change as described in Items I and
II below, which Items have been prepared by the Exchange. The Exchange
has designated this proposal as a ``non-controversial'' proposed rule
change pursuant to section 19(b)(3)(A) of the Act \3\ and Rule 19b-
4(f)(6)(iii) thereunder,\4\ which renders it effective upon filing with
the Commission. The Commission is publishing this notice to solicit
comments on the proposed rule change from interested persons.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
\3\ 15 U.S.C. 78s(b)(3)(A).
\4\ 17 CFR 240.19b-4(f)(6)(iii).
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange filed a proposal to: (i) Convert Direct Edge, Inc.
(``DE'') from a Delaware corporation to a Delaware limited liability
company (the ``Conversion''), and, in connection therewith, change the
name of DE from ``Direct Edge, Inc.'' to ``Direct Edge LLC,'' and (ii)
amend the Third Amended and Restated Bylaws of the Exchange (the
``Exchange Bylaws'') to reflect the name change of DE as the Exchange's
sole stockholder.
The text of the proposed rule change is available at the Exchange's
Web site at https://www.directedge.com/, at the principal office of the
Exchange, and at the Commission's Public Reference Room.
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, the Exchange included statements
concerning the purpose of and basis for the proposed rule change and
discussed any comments it received on the proposed rule change. The
text of these statements may be examined at the places specified in
Item IV below. The Exchange has prepared summaries, set forth in
sections A, B, and C below, of the most significant parts of such
statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule Change
1. Purpose
The Exchange submits this Proposed Rule Change to seek the
Commission's approval of the Conversion, the adoption of the
Organizational Documents, and the Amended Exchange Bylaws. The
Conversion is proposed as a means to simplify the administration
associated with the Exchange's overall corporate structure. The name
change from ``Direct Edge, Inc.'' to ``Direct Edge LLC'' reflected in
the Amended Exchange Bylaws is a non-substantive change. Other than
converting DE from a corporation to a limited liability company and
changing the name of DE from ``Direct Edge, Inc.'' to ``Direct Edge
LLC'' in the Amended Exchange Bylaws, no changes to the ownership or
structure of the Exchange, DE Holdings, or the other entities included
in the Exchange's overall corporate structure are proposed.\5\ The
proposed Organizational Documents are consistent in form and scope with
the most recent governing documents that were approved by the
Commission.\6\
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\5\ The Exchange notes that the Third Amended and Restated
Bylaws of EDGA Exchange, Inc. will also be amended and restated to
reflect the name change of DE as the sole stockholder of EDGA
Exchange, Inc.
\6\ See Securities Exchange Act Release Nos. 60651 (September
11, 2009), 74 FR 47827 (Notice of Filing of Applications, as
Amended, for Registration as National Securities Exchanges under
section 6 of the Securities Exchange Act of 1934) (including the
EDGX and EDGA Form 1 Applications and Exhibits); and 61698 (March
12, 2010), 75 FR 13151 (March 18, 2010) (In the Matter of the
Applications of EDGX Exchange, Inc. and EDGA Exchange, Inc. for
Registration as National Securities Exchanges); and Securities
Exchange Act Release No. 71449 (January 30, 2014), 79 FR 6961
(February 5, 2014) (SR-EDGA-2013-34; SR-EDGX-2013-43).
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There are no new regulatory issues implicated in this proposal.
Other than as described herein and set forth in the attached Exhibits
5A through 5C, the Exchange will continue to conduct its regulated
activities (including operating and regulating its market and Members
\7\) in the manner currently conducted, and will not make any changes
to its regulated activities in connection with the Conversion. The
Exchange is not proposing any amendments to its trading and regulatory
rules at this time. If the Exchange determines to make any such
changes, it will seek the approval of the Commission to the extent
required by the Act, and the Commission's rules thereunder, and the
Rules of the Exchange.
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\7\ The term ``Member'' is defined as ``any registered broker or
dealer, or any person associated with a registered broker or dealer,
that has been admitted to the membership in the Exchange. A Member
will have the status of a ``member'' of the Exchange as that term is
defined in section 3(a)(3) of the Act.'' See Exchange Rule 1.5(n).
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1. Current Corporate Structures
The Exchange and EDGA Exchange, Inc. (``EDGA'', and together with
the Exchange, the ``DE Exchanges''), are each Delaware corporations
that are national securities exchanges registered with the Commission
pursuant to section 6(a) of the Act.\8\ Each DE Exchange is a direct,
wholly owned subsidiary of DE, a Delaware corporation. DE, originally
formed as a Delaware corporation on July 22, 2010, is a direct, wholly
owned subsidiary of DE Holdings. In addition, DE Holdings owns 100
percent of the equity interest in Direct Edge ECN LLC d/b/a DE Route, a
Delaware limited liability company and the routing broker-dealer for
the DE Exchanges. BATS Global Markets, Inc., a Delaware corporation
(``BGM''), owns 100 percent of the equity interest in DE Holdings, and
is the ultimate parent entity in the Exchange's overall corporate
structure.
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\8\ 15 U.S.C. 78f(a).
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2. The Conversion
On December 9, 2014, the Board of Directors of DE approved the
Conversion and Organizational Documents on December 9, 2014, and DE
Holdings approved the Conversion and Organizational Documents of DE on
December 9, 2014. Pursuant to the Conversion, DE would be converted
from a Delaware corporation to a Delaware limited liability company.
BGM will continue to own 100 percent of the equity interests in DE
Holdings, and DE Holdings will continue to own 100 percent of the
equity interest in DE, which in turn, will continue to own 100 percent
of the equity interest in each DE Exchange.
3. Adoption of Certificate and Operating Agreement
The Exchange proposes that DE adopt a new Certificate and Operating
Agreement to replace the existing Restated Certificate of Incorporation
of DE and the existing Amended and
[[Page 78123]]
Restated Bylaws of DE. Each of the proposed Certificate and Operating
Agreement are modeled on, and are substantially similar to, the current
certificate of formation and operating agreement, respectively, of DE
Holdings, which is similarly situated as an intermediate holding
company. The Commission has previously found the DE Holdings
certificate of formation and operating agreement to be consistent with
the Act.\9\ Each of the regulatory provisions described below, which
the Exchange proposes to adopt within the Operating Agreement of DE,
are also consistent with current provisions set forth in the existing
Restated Certificate of Incorporation of DE and the existing Amended
and Restated Bylaws of DE.
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\9\ See supra note 6.
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Although DE will not carry out any regulatory functions, the
Exchange notes that its activities with respect to the operation of the
DE Exchanges must be consistent with, and must not interfere with, the
self-regulatory obligations of each DE Exchange. As further described
below, the Operating Agreement therefore will include provisions that
are designed to maintain the independence of the Exchange's self-
regulatory functions, enable the Exchange to operate in a manner that
complies with the federal securities laws, including the objectives of
sections 6(b) \10\ and 19(g) \11\ of the Act, and facilitate the
ability of the Exchange and the Commission to fulfill their regulatory
and oversight obligations under the Act.
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\10\ 15 U.S.C. 78f(b).
\11\ 15 U.S.C. 78s(g).
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a. Certificate of Formation
In connection with the Conversion, the Exchange proposes that DE
adopt a new Certificate, as set forth in Exhibit 5A, to replace the
existing Restated Certificate of Incorporation of DE. The proposed
Certificate includes the following provisions required under Delaware
law:
The full legal name of DE as ``Direct Edge LLC''; and
The name and address of DE's registered office in the
State of Delaware.
b. Operating Agreement
In connection with the Conversion, the Exchange proposes that DE
adopt a new Operating Agreement, as set forth in Exhibit 5B, to replace
the existing Amended and Restated Bylaws of DE. The proposed Operating
Agreement contains several provisions designed to protect the
independence of the self-regulatory functions of the DE Exchanges.
The Operating Agreement would require DE Holdings and DE's
officers, employees and agents to give due regard to the preservation
of the independence of the self-regulatory function of the Exchange, as
well as to its obligations to investors and the general public, and not
interfere with the effectuation of any decisions by the Exchange Board
of Directors relating to its regulatory functions (including
disciplinary matters) or which would interfere with the ability of the
Exchange to carry out its responsibilities under the Act. The Operating
Agreement would require that DE comply with the U.S. federal securities
laws and rules and regulations thereunder and cooperate with the
Commission and the Exchange pursuant to and to the extent of their
respective regulatory authority. Pursuant to the Operating Agreement,
DE's officers, employees and agents, by virtue of their acceptance of
such positions, shall be deemed to agree to (i) comply with the U.S.
federal securities laws and the rules and regulations thereunder; and
(ii) cooperate with the Commission and the Exchange in respect of the
Commission's oversight responsibilities regarding the Exchange and its
self-regulatory functions, and DE will take reasonable steps to cause
its officers, employees and agents to so cooperate.
Furthermore, DE and its officers, directors, employees and agents
will be deemed to irrevocably submit to the jurisdiction of the U.S.
federal courts, the Commission, and each DE Exchange, as applicable,
for the purposes of any suit, action, or proceeding pursuant to the
U.S. federal securities laws or the rules or regulations thereunder
relating to or arising out of the activities of a DE Exchange.
The Operating Agreement would also contain a number of provisions
designed to ensure that the Exchange has sufficient access to the books
and records of DE. Pursuant to the Operating Agreement, the books,
records, premises, officers, agents, and employees of DE are deemed to
be the books, records, premises, officers, agents and employees of the
Exchange to the extent they are related to the operation or
administration of the Exchange. In addition, for as long as DE controls
the Exchange, DE's books and records shall be subject at all times to
inspection and copying by the Commission and the Exchange, provided
that such books and records are related to the operation or
administration of the Exchange.
The Operating Agreement also would provide that, to the fullest
extent permitted by applicable law, all confidential information
pertaining to the self-regulatory functions of the Exchange (including
but not limited to disciplinary matters, trading data, trading
practices and audit information) contained in the books and records of
the Exchanges that shall come into the possession of DE shall (i) be
retained in confidence by DE Holdings, DE, and DE's officers, employees
and agents, and (ii) not be used for any non-regulatory purposes. The
Operating Agreement provides, however, that the foregoing shall not
limit or impede the rights of the Commission or the Exchange to access
and examine such confidential information pursuant to the U.S. federal
securities laws and the rules and regulations thereunder, or limit or
impede the ability of DE Holdings or DE's officers, employees or agents
to disclose such confidential information to the Commission or the
Exchange.
In addition, the Operating Agreement would provide that for so long
as DE directly or indirectly controls a registered national securities
exchange, before any amendment to or repeal of any provision of the
Operating Agreement may be effective, the changes must be submitted to
the Board of Directors of each such exchange, and if the change is
required to be filed with or filed with and approved by the Commission
before the change may be effective under Section 19 of the Act and the
rules promulgated thereunder,\12\ then such proposed change shall not
be effective until filed with or filed with and approved by the
Commission, as the case may be.
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\12\ 15 U.S.C. 78s(b).
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The Operating Agreement identifies DE Holdings as the sole Member
of DE.\13\ The identification of the sole Member of DE is designed to
assure that any change to the indirect ownership or control of the DE
Exchanges occurs through a change in the ownership or control of DE
Holdings, or in accordance with the rule filing process described
above. If the change of control occurs through a change in the
ownership or control of DE Holdings, any purported change of such
ownership or control would need to comply with DE Holdings'
organizational documents.
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\13\ See Operating Agreement, Art. II, section 2.01.
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4. Amended Exchange Bylaws
The Exchange proposes to amend the Exchange Bylaws, as set forth in
Exhibit 5C, to change the name of its sole stockholder from ``Direct
Edge, Inc.'' to ``Direct Edge LLC''. The name change from ``Direct
Edge, Inc.'' to ``Direct Edge LLC'' as reflected in the Amended
[[Page 78124]]
Exchange Bylaws is a non-substantive change. No other changes to the
ownership or structure of the Exchange have taken place.
2. Statutory Basis
The Exchange believes that the Proposed Rule Change is consistent
with the requirements of the Act and the rules and regulations
thereunder that are applicable to a national securities exchange, and,
in particular, with the requirements of section 6(b) of the Act.\14\ In
particular, the proposal is consistent with section 6(b)(1) of the Act
\15\ 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 Act and to comply,
and to enforce compliance by its Members and persons associated with
its Members, with the provisions of the Act, the rules and regulations
thereunder, and the Rules of the Exchange. The Proposed Rule Change is
designed to effect the Conversion while ensuring that the Exchange will
continue to have the authority and ability to effectively fulfill its
self-regulatory duties pursuant to the Act and the rules promulgated
thereunder. In particular, the Proposed Rule Change includes in the
Operating Agreement various provisions intended to protect and maintain
the integrity of the self-regulatory functions of the Exchange. For
example, the Operating Agreement, as described above, is drafted to
preserve the independence of the Exchange's self-regulatory function
and ensure that the Exchange is able to obtain information it needs
from the specified parties to detect and deter any fraudulent and
manipulative acts in its marketplace and carry out their regulatory
responsibilities under the Act. Moreover, with the Proposed Rule
Change, the Commission will continue to have regulatory authority \16\
over the Exchange, as is currently the case, as well as jurisdiction
over the Exchange's direct and indirect parents with respect to
activities related to the Exchange. As a result, the Proposed Rule
Change will facilitate an ownership structure that will provide the
Commission with appropriate oversight tools to ensure that the
Commission will have the ability to enforce the Act with respect to the
Exchange, its direct and indirect parent entities and their directors,
officers, employees and agents to the extent they are involved in the
activities of the Exchange.
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\14\ 15 U.S.C. 78f(b).
\15\ 15 U.S.C. 78f(b)(1).
\16\ See, e.g., Operating Agreement, Article X, section 10.03.
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The Exchange also believes that the Proposed Rule Change furthers
the objectives of section 6(b)(5) of the Act \17\ because the Proposed
Rule Change would be consistent with and facilitate a governance and
regulatory structure that 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 regulating, clearing, settling, processing
information with respect to, and 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. Furthermore, the Exchange is
not proposing any changes to its regulated activities in connection
with the Conversion; the Exchange will operate and regulate its Members
in the same manner upon consummation of the Conversion as it does
today. Therefore, the Exchange believes that it will continue to
satisfy the requirements of the Act and the rules and regulations
thereunder that are applicable to a national securities exchange.
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\17\ 15 U.S.C. 78f(b)(5).
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In addition, the Proposed Rule Change provides transparency and
certainty, and promotes efficiency, with respect to the governance and
corporate structure of the Exchange and its direct and indirect parent
companies. The Exchange believes that these additional changes, among
other things, will remove administrative impediments to the governance
of the Exchange. By simplifying the governance structure in this way,
the Proposed Rule Change promotes the maintenance of a fair and orderly
market, the protection of investors and the protection of the public
interest.
B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does not believe that the Proposed Rule Change would
result in any burden on competition that is not necessary or
appropriate in furtherance of the purposes of the Act, as amended. The
Exchange will continue to conduct regulated activities (including
operating and regulating its market and Members) of the type it
currently conducts, but will be able to do so in a more efficient
manner to the benefit of its Members. Furthermore, the proposed
Conversion is not a competitive proposal, but rather is intended to add
efficiency with respect to the governance process for the Exchange and
its affiliates.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
The Exchange has not solicited or received written comments on the
Proposed Rule Change.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
Because the foregoing proposed rule change does not: (1)
Significantly affect the protection of investors or the public
interest; (2) impose any significant burden on competition; and (3) by
its terms does not become operative for 30 days after the date of this
filing, or such shorter time as the Commission may designate if
consistent with the protection of investors and the public interest,
the proposed rule change has become effective pursuant to section
19(b)(3)(A) of the Act \18\ and Rule 19b-4(f)(6) thereunder.\19\
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\18\ 15 U.S.C. 78s(b)(3)(A).
\19\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii)
requires a self-regulatory organization to provide the Commission
with 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 met this requirement.
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A proposed rule change filed under Rule 19b-4(f)(6) normally does
not become operative for 30 days after the date of filing. However,
Rule 19b-4(f)(6)(iii) 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 asked the Commission to waive the
30-day operative delay so that the proposal may become operative
immediately upon filing. The Commission believes that waiving the 30-
day operative delay is consistent with the protection of investors and
the public interest as it will allow the Exchange to effect the
Conversion upon filing with the Secretary of State of the State of
Delaware and, according to the Exchange, simplify the administration
associated with the Exchange's overall corporate structure
immediately.\20\ Accordingly, the Commission hereby grants the
Exchange's request and designates the proposal operative upon filing.
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\20\ For purposes only of waiving the 30-day operative delay,
the Commission has also considered the proposed rule's impact on
efficiency, competition, and capital formation. See 15 U.S.C.
78c(f).
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At any time within 60 days of the filing of the proposed rule
change, the Commission summarily may temporarily suspend such rule
change if
[[Page 78125]]
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..
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 (https://www.sec.gov/rules/sro.shtml); or
Send an email to rule-comments@sec.gov. Please include
File Number SR-EDGX-2014-34 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-EDGX-2014-34. 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 (https://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 the Exchange. All
comments received will be posted without change; the Commission does
not edit personal identifying information from submissions. You should
submit only information that you wish to make available publicly. All
submissions should refer to File Number SR-EDGX-2014-34, and should be
submitted on or before January 20, 2015.
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\21\ 17 CFR 200.30-3(a)(12).
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\21\
Brent J. Fields,
Secretary.
[FR Doc. 2014-30274 Filed 12-24-14; 8:45 am]
BILLING CODE 8011-01-P
