Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing of Proposed Rule Change Deleting Rule 410B Governing Reporting Requirements for Off-Exchange Transactions, 67443-67446 [2015-27796]

Download as PDF Federal Register / Vol. 80, No. 211 / Monday, November 2, 2015 / Notices All submissions should refer to File Number SR–CHX–2015–05. 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 20549–1090. Copies of the filing will also be available for inspection and copying at the Exchange’s principal office. 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–CHX–2015–05 and should be submitted on or before November 23, 2015. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.25 Robert W. Errett, Deputy Secretary. [FR Doc. 2015–27792 Filed 10–30–15; 8:45 am] BILLING CODE 8011–01–P 16, 2015, New York Stock Exchange LLC (‘‘NYSE’’ or the ‘‘Exchange’’) 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 selfregulatory organization. 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 Substance of the Proposed Rule Change The Exchange proposes to delete Rule 410B governing reporting requirements for off-Exchange transactions. The text of the proposed rule change is available on the Exchange’s Web site 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 SECURITIES AND EXCHANGE COMMISSION [Release No. 34–76277; File No. SR–NYSE– 2015–48] asabaliauskas on DSK5VPTVN1PROD with NOTICES Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing of Proposed Rule Change Deleting Rule 410B Governing Reporting Requirements for OffExchange Transactions Background Rule 410B October 27, 2015. 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 October 25 17 CFR 200.30–3(a)(12). U.S.C. 78s(b)(1). 2 15 U.S.C. 78a. 3 17 CFR 240.19b–4. 1 15 VerDate Sep<11>2014 18:55 Oct 30, 2015 Jkt 238001 The Exchange proposes to delete Rule 410B, which sets forth certain regulatory reporting requirements for member or member organizations effecting offExchange transactions in Exchange listed securities that are not reported to the Consolidated Tape, and to make conforming amendments to Rule 9217 to delete a reference to Rule 410B. Currently, Rule 410B requires members or member organizations to report to the Exchange transactions in NYSE-listed securities effected for the account of a member or member organization, or for the account of a customer of a member or member organization, that are not reported to the Consolidated Tape. Reports prepared PO 00000 Frm 00062 Fmt 4703 Sfmt 4703 67443 pursuant to the Rule must contain the following information: • Time and date of the transaction; • stock symbol of the listed security; • number of shares; • price; • marketplace where the transaction was executed; • an indication whether the transaction was a buy (B), sell (S) or cross (C); • an indication whether the transaction was executed as principal or agent; and • the name of the contra-side brokerdealer to the trade.4 Rule 410B was adopted in 1992. At the time, transactions in NYSE-listed stocks effected outside of business hours or in foreign markets were not reported to the Consolidated Tape and, with the exception of program trading information, were not reported to the Exchange. The Exchange (then the New York Stock Exchange, Inc.) believed that ‘‘all transactions in NYSE-listed stocks that are not reported to the Consolidated Tape should be reported to the Exchange in order to provide an accurate record of overall trading activity in NYSE-listed stocks.’’ 5 The Rule 410B reporting requirement would thus ‘‘augment and enhance’’ the Exchange’s ability to ‘‘surveil for and investigate, among other matters, insider trading, frontrunning and manipulative activities’’ and ‘‘provide a more complete audit trail and depiction of member trading in each NYSE-listed stock, which should facilitate surveillance by the Exchange in NYSElisted stocks.’’ 6 Despite the significant changes to the marketplace and the regulatory landscape in the ensuing decades, Rule 410B has not been substantively amended since it was adopted.7 Changes to Regulatory Landscape On July 30, 2007, the NASD, NYSE, and NYSE Regulation, Inc. (‘‘NYSE Regulation’’) consolidated their member firm regulation operations to create the Financial Industry Regulatory Authority, Inc. (‘‘FINRA’’), and entered into a plan to allocate to FINRA regulatory responsibility for common rules and common members (‘‘17d–2 4 See Rule 410B. Securities Exchange Act Release No. 31358 (October 26, 1992), 57 FR 1294 (January 6, 1992) (SR–NYSE–91–45) (‘‘Rule 410B Approval Order’’). 6 See id., 57 FR at 1294. 7 Rule 410B was amended in 2007 in connection with a filing updating the definition of program trading in Rule 80A.40(b) to make conforming changes to the rule. See Securities Exchange Act Release No. 55793 (May 22, 2007), 72 FR 29567 (May 29, 2007) (SR–NYSE–2007–34). 5 See E:\FR\FM\02NON1.SGM 02NON1 67444 Federal Register / Vol. 80, No. 211 / Monday, November 2, 2015 / Notices including NYSE-listed securities. The Exchange adopted the OATS Rules in 2011.14 FINRA may utilize the information it collects pursuant to the OATS Rules to perform its regulatory functions. Rule 410B also predates the establishment of a FINRA Trade Reporting Facility (‘‘TRF’’). FINRA Rule 6110 requires FINRA members to report transactions in NMS stocks 15 effected ‘‘otherwise than on or through a national securities exchange.’’ 16 Pursuant to FINRA Rules 6310A and 6310B, FINRA members may use either the FINRA/NYSE TRF or FINRA/Nasdaq TRF to report such off-Exchange transactions.17 FINRA members using these TRFs to report off-Exchange transactions are in turn subject to FINRA Rule 7230B, which imposes transaction information reporting requirements similar to Rule 410B.18 As Changes in Trade Reporting and Regulatory Reporting In 1998, FINRA (then the NASD) established the Order Audit Trail System (OATS), as an integrated audit trail of order, quote, and trade information for OTC equity securities and equity securities listed and traded on The Nasdaq Stock Market, Inc. (‘‘Nasdaq’’).12 In 2010, in order to enhance the scope of the order audit trail in the U.S. equity markets following the creation of FINRA, FINRA Rules 7410 through 7470 (the ‘‘OATS Rules’’) were amended to extend the recording and reporting requirements to all NMS stocks, as that term is defined in Rule 600(b)(47) of Regulation NMS,13 asabaliauskas on DSK5VPTVN1PROD with NOTICES Agreement’’).8 In 2008, the parties also entered into a plan to allocate regulatory responsibility over common NYSE members to NYSE Regulation for surveillance, investigation, and enforcement of insider trading with respect to NYSE-listed stocks, among others, irrespective of where the relevant trading occurred (the ‘‘Insider Trading Plan’’).9 On June 14, 2010, FINRA was retained to perform the residual market surveillance and enforcement functions that had, up to that point, been performed by NYSE Regulation.10 In January 2011, the SEC approved an amendment to the Insider Trading Plan whereby FINRA also assumed responsibility for performing the insider trading-related market surveillance and enforcement functions previously conducted by NYSE Regulation for its U.S. equities and options markets.11 conduct more comprehensive cross-market surveillance in furtherance of the Exchange’s outsourcing of its surveillance and other regulatory functions to FINRA. See id. at 70758. The Commission observed extending OATS to all NMS stocks was calculated to ‘‘enhance FINRA’s market surveillance and investigative capabilities’’ and in turn ‘‘enhance FINRA’s oversight of the U.S. equities markets.’’ Id. 14 See Securities Exchange Act Release No. 65523 (October 7, 2011), 76 FR 64154 (October 17, 2011) (SR–NYSE–2011–49). The Commission noted that member and member organizations that are also FINRA members (‘‘Dual Members’’) need only report OATS information to FINRA once to meet both the FINRA and NYSE OATS requirements. See id. at 64155. Further, the Commission noted that NYSE member organizations that were not members of FINRA were also members of NASDAQ (this is still the case today, see note 21, infra), and, as such, were subject to certain OATS obligations for proprietary trading firms under the NASDAQ Rule 6950 Series that were ‘‘substantially similar’’ to the NASDAQ OATS requirements for the same firms. See id. OATS information for NYSE-only member firms is available for FINRA to utilize for regulatory purposes. 15 As defined in Rule 600(b)(47) of SEC Regulation NMS. 16 See FINRA Rule 6110. See generally FINRA Rule 6300A and 7200A Series (FINRA/Nasdaq TRF) and 6300B and 7200B Series (FINRA/NYSE TRF). Transactions in non-NMS stocks such as OTC Markets securities, ADRs, Canadian issues, foreign securities and non-exchange-listed DPP securities and transactions in Restricted Equity Securities pursuant to Securities Act Rule 144A are governed by the FINRA Rule 6620 and 7300 Series and must be reported to FINRA’s OTC Reporting Facility or ORF. FINRA’s rules expressly provide that certain types of transactions need not to be reported for publication or regulatory purposes, including transactions in foreign equity securities executed on and reported to a foreign securities exchange or executed OTC in a foreign country and reported to that country’s securities regulator. See Trade Reporting Frequently Asked Questions, Section 500, Q/A500:1 & Section 701, Q/A701.1, available at https://www.finra.org/industry/trade-reportingfaq. 17 See FINRA Rules 6300A & 6300B. 18 See Rule 7230B. Specifically, the following information must be submitted for each transaction: (1) Security Identification Symbol of the eligible security (SECID); (2) number of shares or bonds; (3) 8 See Securities Exchange Act Release No. 56148 (July 26, 2007), 72 FR 42146 (August 1, 2007) (File No. 4–544) (Notice of Filing and Order Approving and Declaring Effective a Plan for the Allocation of Regulatory Responsibilities). In 2007, the parties also entered into a Regulatory Services Agreement (‘‘RSA’’), whereby FINRA was retained to perform certain regulatory services for non-common rules. 9 See Securities Exchange Act Release No. 58536 (September 12, 2008), 73 FR 54646 (September 22, 2008) (File No. 4–566). See also Securities Exchange Act Release No. 58806 (October 17, 2008), 73 FR 63216 (October 23, 2008) (File No. 4–566). 10 See note 8, supra; Securities Exchange Act Release No. 62355 (June 22, 2010), 75 FR 36729 (June 28, 2010) (SR–NYSE–2010–46); Securities Exchange Act Release No. 62354 (June 22, 2010), 75 FR 36730 (June 28, 2010) (SR–NYSEAmex–2010– 57). 11 See Securities Exchange Act Release No. 63750 (January 21, 2011), 76 FR 4948 (January 27, 2011) (File No. 4–566). 12 See Securities Exchange Act Release No. 39729 (March 6, 1998), 63 FR 12559 (March 13, 1998) (SR– NASD–97–56). 13 See Securities Exchange Act Release No. 63311 (November 12, 2010), 75 FR 70757 (November 18, 2010) (SR–FINRA–2010–044) (‘‘OATS Extension Approval Order’’). By capturing OATS information for all NMS stocks, FINRA noted that it would be able to expand its existing surveillance patterns to VerDate Sep<11>2014 18:55 Oct 30, 2015 Jkt 238001 PO 00000 Frm 00063 Fmt 4703 Sfmt 4703 a result, Dual Members must report offExchange transactions to a TRF and submit substantially similar reports to the NYSE and FINRA. Proposed Rule Change The Exchange proposes to delete Rule 410B in its entirety. Rule 410B is a regulatory rule intended to enhance audit trail quality and improve surveillance and investigation of violative activities such as market manipulation and insider trading. As noted above, since 2010, surveillance and enforcement responsibilities across markets have been consolidated at FINRA, which conducts cross-market surveillances on the Exchange’s behalf utilizing various data sources, including extensive trade and other information that FINRA collects pursuant to its rules. This trade information includes reports of off-exchange transactions. All of the Exchange’s member organizations, with only nine exceptions, are members of FINRA and, as such, must report all off-exchange transactions to FINRA, including transactions away from the NYSE that are not reported to the Consolidated Tape. This information is essentially duplicative of the Rule 410B reports the Exchange currently supplies to FINRA. The one exception would be transactions in dually listed securities executed on and reported to a foreign securities exchange, which is not required to be reported because such trades are executed ‘‘on or through an exchange.’’ 19 The Exchange believes unit price, excluding commissions, mark-ups or mark-downs; (4) time of execution expressed in hours, minutes and seconds based on Eastern Time in military format, unless another provision of FINRA rules requires that a different time be included on the report; (5) a symbol indicating whether the party submitting the trade report represents the Reporting Member (denoted as the Executing Party or ‘‘EPID’’) side or the NonReporting Party (denoted as the Contra Party or ‘‘CPID’’) side; (6) a symbol indicating whether the transaction is a buy, sell or cross, and if applicable, a symbol indicating that the transaction is a sell short or sell short exempt trade from the Reporting Member perspective or contra side perspective, irrespective of whether the contra side is a member; (7) a symbol indicating whether the trade is as principal, riskless principal, or agent; (8) reporting side Clearing Broker (if other than normal Clearing Broker); (9) reporting side executing broker in the case of a give up agreement, as defined in Rule 6380B(g); (10) contra side executing broker; (11) contra side Introducing Broker in the case of a give up agreement, as defined in Rule 6380B(g); and (12) contra side Clearing Broker (if other than normal Clearing Broker). For any transaction for which a member has recording and reporting obligations under Rules 7440 and 7450, the trade report must include an order identifier, meeting such parameters as may be prescribed by FINRA, assigned to the order that uniquely identifies the order for the date it was received. See Rule 7440(b)(1). 19 See Trade Reporting Frequently Asked Questions, Section 701, Q/A701.1, available at E:\FR\FM\02NON1.SGM 02NON1 Federal Register / Vol. 80, No. 211 / Monday, November 2, 2015 / Notices such trades pose little regulatory risk and, given that no other exchange has a rule comparable to Rule 410B, notes that such trades are also not being reported to other equities exchanges. The Exchange therefore believes that the rationale underlying the exclusion of these foreign on-exchange trades in dually listed securities from its reporting requirements should apply equally to NYSE-listed securities in the absence of Rule 410B. Finally, only a handful of firms currently account for all of the Rule 410B activity, all of whom are also FINRA members.20 Rule 410B is thus no longer necessary, and deleting it would eliminate essentially duplicative reporting of off-Exchange transactions by Dual Members. The Exchange does not believe that eliminating the Rule 410B reporting requirement for the small number of NYSE-only members 21 would pose any significant regulatory risk. None of these firms has ever submitted a Rule 410B report. As noted above, a smaller number of Dual Member firms (five) account for all of the recent Rule 410B trading activity.22 The Exchange believes that retaining a reporting requirement for firms that have never triggered the requirement serves no useful regulatory or other purpose. NYSE-only members would remain subject to federal and Exchange books and records requirements.23 Information about any trades away from the Exchange by these firms should thus available for regulatory review if needed. For the foregoing reasons, the Exchange believes that Rule 410B should be deleted in its entirety. asabaliauskas on DSK5VPTVN1PROD with NOTICES 2. Statutory Basis The Exchange believes that the proposed rule change is consistent with Section 6(b) of the Act,24 in general, and furthers the objectives of Section 6(b)(5) of the Act,25 in particular, because it is designed to prevent fraudulent and manipulative acts and practices, https://www.finra.org/industry/trade-reporting-faq. See generally note 17, supra. 20 Rule 410B Weekly Reports submitted to the SEC in July and August 2015 reveal that only five firms, all also FINRA members, accounted for all of the Rule 410B trading activity. Further, the list of firms that have in the past submitted Rule 410B reports does not include any non-FINRA members. 21 These nine non-FINRA member firms do not have any public customers and are also members of Nasdaq. Under Exchange rules, member organizations must be a member of FINRA or another registered securities exchange. See Rule 2(b)(i). 22 See note 19, supra. 23 See 17 CFR 240.17a–3, 17 CFR 240.17a–4 & Rule 440. 24 15 U.S.C. 78f(b). 25 15 U.S.C. 78f(b)(5). VerDate Sep<11>2014 18:55 Oct 30, 2015 Jkt 238001 promote just and equitable principles of trade, remove impediments to and perfect the mechanism of a free and open market and a national market system, and protect investors and the public interest. In particular, the Exchange believes that eliminating Rule 410B would remove impediments to and perfect the mechanism of a free and open market and a national market system by eliminating duplicative reporting by Dual Members of information those firms already provide to FINRA. The Exchange believes that eliminating Rule 410B reporting would not be inconsistent with the public interest and the protection of investors because FINRA would continue to receive information from Dual Members about off-Exchange transactions for incorporation in its cross-market surveillances. Further, the Exchange believes that eliminating Rule 410B reporting would not be inconsistent with the public interest and the protection of investors because the small number of NYSE-only firms that would no longer be subject to the reporting requirement have never submitted a report under the Rule. The Exchange further believes that deleting corresponding references to Rule 410B in another rule would remove impediments to and perfects the mechanism of a free and open market by reducing potential confusion and adding transparency and clarity to the Exchange’s rules, thereby ensuring that members, regulators and the public can more easily navigate and understand the Exchange’s rulebook. 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 Act. The proposed rule change is not intended to address competitive issues, but rather it is designed to eliminate obsolete and duplicative regulatory reporting. 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 Within 45 days of the date of publication of this notice in the Federal Register or up to 90 days (i) as the PO 00000 Frm 00064 Fmt 4703 Sfmt 4703 67445 Commission may designate if it finds such longer period to be appropriate and publishes its reasons for so finding or (ii) as to which the self-regulatory organization consents, the Commission will: (A) By order approve or disapprove the proposed rule change, or (B) institute proceedings to determine whether the proposed rule change should be 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: 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– NYSE–2015–48 on the subject line. Paper Comments • Send paper comments in triplicate to Brent J. Fields, Secretary, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549–1090. All submissions should refer to File Number SR–NYSE–2015–48. 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 will also be available for inspection and copying at the NYSE’s principal office and on its Internet Web site at www.nyse.com. All comments received will be posted without change; the Commission does not edit personal identifying information from submissions. You should submit only E:\FR\FM\02NON1.SGM 02NON1 67446 Federal Register / Vol. 80, No. 211 / Monday, November 2, 2015 / Notices information that you wish to make available publicly. All submissions should refer to File Number SR–NYSE– 2015–48 and should be submitted on or before November 23, 2015. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.26 Robert W. Errett, Deputy Secretary. 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. [FR Doc. 2015–27796 Filed 10–30–15; 8:45 am] A. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change BILLING CODE 8011–01–P 1. Purpose SECURITIES AND EXCHANGE COMMISSION [Release No. 34–76274; File No. SR–C2– 2015–025] Self-Regulatory Organizations; C2 Options Exchange, Incorporated; Notice of Filing of a Proposed Rule Change Relating to Complex Orders, as Modified by Amendment No. 1 October 27, 2015. 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 October 13, 2015, C2 Options Exchange, Incorporated (the ‘‘Exchange’’ or ‘‘C2’’) 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 Exchange. On October 26, 2015, the Exchange submitted Amendment No. 1 to the proposed rule change. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. asabaliauskas on DSK5VPTVN1PROD with NOTICES I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposed to amend Rule 6.13. The text of the proposed rule change is available on the Exchange’s Web site (https://www.c2exchange.com/ Legal/), at the Exchange’s Office of the Secretary, 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 26 17 CFR 200.30–3(a)(12). U.S.C. 78s(b)(1). 2 17 CFR 240.19b–4. 1 15 VerDate Sep<11>2014 18:55 Oct 30, 2015 Jkt 238001 The Exchange proposes to amend Rule 6.13 regarding complex orders. The proposed rule change (1) amends the rule provisions regarding the initiation of a complex order auction (‘‘COA’’), (2) adds rule provisions regarding the impact of certain incoming orders and changes in the leg markets on an ongoing COA, and (3) amends the rule provision related to the size of COA responses. The proposed rule change also makes technical and other nonsubstantive changes. First, the Exchange proposes to amend Rule 6.13 and Interpretation and Policy .02 regarding the initiation of a COA. Currently, C2 Rule 6.13(c)(2) provides that on receipt of a COAeligible order 3 and request from the Participant representing the order that it be processed through COA, the Exchange will send request for response (‘‘RFR’’) message to all Participants who have elected to receive RFR messages.4 Interpretation and Policy .02(a) states that with respect to the initiation of a COA, Participants routing complex orders directly to the complex order book (‘‘COB’’) may request that the complex orders be processed by COA on a class-by-class basis. Currently, all Participants have requested that all of their COA-eligible orders process through COA upon entry into the System. Therefore, rather than have Participants affirmatively request that their COA-eligible orders COA, the Exchange proposes to amend Rule 6.13(c)(2) to provide that incoming 3 A ‘‘COA-eligible order’’ means a complex order that, as determined by the Exchange on class-byclass basis, is eligible for a COA considering the order’s marketability (defined as a number of tickets away from the current market), size, complex order type and complex order origin types. Currently, in all classes, (a) only complex orders with origin codes for public and professional customers, (b) all complex order types except for immediate-or-cancel (‘‘IOC’’) orders, and (c) marketable orders and ‘‘tweeners’’ limit orders bettering the same side of the derived net market are eligible for COA. 4 ‘‘RFR’’ stands for a ‘‘request for responses’’ that occurs in the COA process. The RFR message will identify the component series, the size and side of the market of the COA-eligible order and any contingencies if applicable. PO 00000 Frm 00065 Fmt 4703 Sfmt 4703 COA-eligible orders will COA by default.5 The Exchange believes Participants should still maintain flexibility to have their COA-eligible orders not COA. In order to provide Participants with this flexibility, the proposed rule change adds that, notwithstanding the foregoing, Participants may request on an order-by-order basis that a COAeligible order not COA (referred to as a ‘‘do-not-COA’’ request). Because of this proposed rule change, the Exchange deletes the language in Interpretation and Policy .02(a) that indicates Participants may request that complex orders be processed by COA on a classby-class basis, as it is no longer necessary.6 While the proposed rule change will not permit Participants to not COA orders on a class-by-class basis, the Exchange believes that it will not burden Participants because they have not requested this in the past. Additionally, allowing Participants to make a do-not-COA request on an orderby-order basis will better allow them to make decisions regarding the handling of their orders based on market conditions at the time they submit their orders. While the proposed rule change provides that Participants may include a do-not-COA request on complex orders, the proposed rule change indicates that an order with a do-notCOA request may still COA after it has rested on the COB pursuant to Interpretation and Policy .02.7 The Exchange believes that Participants that include a do-not-COA request for an order upon entry into the System do so to receive automatic execution with the leg market or the COB, as applicable, without the delay of the COA.8 5 This proposed rule change applies to all COAeligible orders in all classes. Stock-option orders are currently not permitted on C2. The proposed rule change does not change the allocation or priority provisions of complex orders. The proposed rule change also makes a nonsubstantive change to move language regarding the System sending RFR messages to the beginning of the provision. 6 The proposed rule change deletes Interpretation and Policy .02(a) in order to include all information regarding the initiation of a COA in subparagraph (c)(2) in the same place within the rule. As a result, the proposed rule change deletes the lettering for paragraph (b), which will be the only remaining provision in Interpretation and Policy .02. The proposed rule change makes nonsubstantive changes to Rule 6.13(c) as well, including a change to conform heading punctuation to that used in other headings and deletion of an extra space. 7 Interpretation and Policy .02(b) (which the proposed rule change amends to become Interpretation and Policy .02) provides that the Exchange may determine on a class-by-class basis to automatically COA nonmarketable orders resting at the top of the COB if they are within a number of ticks away from the current derived net market. 8 The current COA response time interval is 75 milliseconds. E:\FR\FM\02NON1.SGM 02NON1

Agencies

[Federal Register Volume 80, Number 211 (Monday, November 2, 2015)]
[Notices]
[Pages 67443-67446]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2015-27796]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-76277; File No. SR-NYSE-2015-48]


Self-Regulatory Organizations; New York Stock Exchange LLC; 
Notice of Filing of Proposed Rule Change Deleting Rule 410B Governing 
Reporting Requirements for Off-Exchange Transactions

 October 27, 2015.
    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 October 16, 2015, New York Stock Exchange LLC (``NYSE'' 
or the ``Exchange'') 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 delete Rule 410B governing reporting 
requirements for off-Exchange transactions. The text of the proposed 
rule change is available on the Exchange's Web site 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 delete Rule 410B, which sets forth certain 
regulatory reporting requirements for member or member organizations 
effecting off-Exchange transactions in Exchange listed securities that 
are not reported to the Consolidated Tape, and to make conforming 
amendments to Rule 9217 to delete a reference to Rule 410B.
Background
Rule 410B
    Currently, Rule 410B requires members or member organizations to 
report to the Exchange transactions in NYSE-listed securities effected 
for the account of a member or member organization, or for the account 
of a customer of a member or member organization, that are not reported 
to the Consolidated Tape. Reports prepared pursuant to the Rule must 
contain the following information:
     Time and date of the transaction;
     stock symbol of the listed security;
     number of shares;
     price;
     marketplace where the transaction was executed;
     an indication whether the transaction was a buy (B), sell 
(S) or cross (C);
     an indication whether the transaction was executed as 
principal or agent; and
     the name of the contra-side broker-dealer to the trade.\4\
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    \4\ See Rule 410B.
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    Rule 410B was adopted in 1992. At the time, transactions in NYSE-
listed stocks effected outside of business hours or in foreign markets 
were not reported to the Consolidated Tape and, with the exception of 
program trading information, were not reported to the Exchange. The 
Exchange (then the New York Stock Exchange, Inc.) believed that ``all 
transactions in NYSE-listed stocks that are not reported to the 
Consolidated Tape should be reported to the Exchange in order to 
provide an accurate record of overall trading activity in NYSE-listed 
stocks.'' \5\ The Rule 410B reporting requirement would thus ``augment 
and enhance'' the Exchange's ability to ``surveil for and investigate, 
among other matters, insider trading, frontrunning and manipulative 
activities'' and ``provide a more complete audit trail and depiction of 
member trading in each NYSE-listed stock, which should facilitate 
surveillance by the Exchange in NYSE-listed stocks.'' \6\
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    \5\ See Securities Exchange Act Release No. 31358 (October 26, 
1992), 57 FR 1294 (January 6, 1992) (SR-NYSE-91-45) (``Rule 410B 
Approval Order'').
    \6\ See id., 57 FR at 1294.
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    Despite the significant changes to the marketplace and the 
regulatory landscape in the ensuing decades, Rule 410B has not been 
substantively amended since it was adopted.\7\
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    \7\ Rule 410B was amended in 2007 in connection with a filing 
updating the definition of program trading in Rule 80A.40(b) to make 
conforming changes to the rule. See Securities Exchange Act Release 
No. 55793 (May 22, 2007), 72 FR 29567 (May 29, 2007) (SR-NYSE-2007-
34).
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Changes to Regulatory Landscape
    On July 30, 2007, the NASD, NYSE, and NYSE Regulation, Inc. (``NYSE 
Regulation'') consolidated their member firm regulation operations to 
create the Financial Industry Regulatory Authority, Inc. (``FINRA''), 
and entered into a plan to allocate to FINRA regulatory responsibility 
for common rules and common members (``17d-2

[[Page 67444]]

Agreement'').\8\ In 2008, the parties also entered into a plan to 
allocate regulatory responsibility over common NYSE members to NYSE 
Regulation for surveillance, investigation, and enforcement of insider 
trading with respect to NYSE-listed stocks, among others, irrespective 
of where the relevant trading occurred (the ``Insider Trading 
Plan'').\9\ On June 14, 2010, FINRA was retained to perform the 
residual market surveillance and enforcement functions that had, up to 
that point, been performed by NYSE Regulation.\10\ In January 2011, the 
SEC approved an amendment to the Insider Trading Plan whereby FINRA 
also assumed responsibility for performing the insider trading-related 
market surveillance and enforcement functions previously conducted by 
NYSE Regulation for its U.S. equities and options markets.\11\
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    \8\ See Securities Exchange Act Release No. 56148 (July 26, 
2007), 72 FR 42146 (August 1, 2007) (File No. 4-544) (Notice of 
Filing and Order Approving and Declaring Effective a Plan for the 
Allocation of Regulatory Responsibilities). In 2007, the parties 
also entered into a Regulatory Services Agreement (``RSA''), whereby 
FINRA was retained to perform certain regulatory services for non-
common rules.
    \9\ See Securities Exchange Act Release No. 58536 (September 12, 
2008), 73 FR 54646 (September 22, 2008) (File No. 4-566). See also 
Securities Exchange Act Release No. 58806 (October 17, 2008), 73 FR 
63216 (October 23, 2008) (File No. 4-566).
    \10\ See note 8, supra; Securities Exchange Act Release No. 
62355 (June 22, 2010), 75 FR 36729 (June 28, 2010) (SR-NYSE-2010-
46); Securities Exchange Act Release No. 62354 (June 22, 2010), 75 
FR 36730 (June 28, 2010) (SR-NYSEAmex-2010-57).
    \11\ See Securities Exchange Act Release No. 63750 (January 21, 
2011), 76 FR 4948 (January 27, 2011) (File No. 4-566).
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Changes in Trade Reporting and Regulatory Reporting
    In 1998, FINRA (then the NASD) established the Order Audit Trail 
System (OATS), as an integrated audit trail of order, quote, and trade 
information for OTC equity securities and equity securities listed and 
traded on The Nasdaq Stock Market, Inc. (``Nasdaq'').\12\ In 2010, in 
order to enhance the scope of the order audit trail in the U.S. equity 
markets following the creation of FINRA, FINRA Rules 7410 through 7470 
(the ``OATS Rules'') were amended to extend the recording and reporting 
requirements to all NMS stocks, as that term is defined in Rule 
600(b)(47) of Regulation NMS,\13\ including NYSE-listed securities. The 
Exchange adopted the OATS Rules in 2011.\14\ FINRA may utilize the 
information it collects pursuant to the OATS Rules to perform its 
regulatory functions.
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    \12\ See Securities Exchange Act Release No. 39729 (March 6, 
1998), 63 FR 12559 (March 13, 1998) (SR-NASD-97-56).
    \13\ See Securities Exchange Act Release No. 63311 (November 12, 
2010), 75 FR 70757 (November 18, 2010) (SR-FINRA-2010-044) (``OATS 
Extension Approval Order''). By capturing OATS information for all 
NMS stocks, FINRA noted that it would be able to expand its existing 
surveillance patterns to conduct more comprehensive cross-market 
surveillance in furtherance of the Exchange's outsourcing of its 
surveillance and other regulatory functions to FINRA. See id. at 
70758. The Commission observed extending OATS to all NMS stocks was 
calculated to ``enhance FINRA's market surveillance and 
investigative capabilities'' and in turn ``enhance FINRA's oversight 
of the U.S. equities markets.'' Id.
    \14\ See Securities Exchange Act Release No. 65523 (October 7, 
2011), 76 FR 64154 (October 17, 2011) (SR-NYSE-2011-49). The 
Commission noted that member and member organizations that are also 
FINRA members (``Dual Members'') need only report OATS information 
to FINRA once to meet both the FINRA and NYSE OATS requirements. See 
id. at 64155. Further, the Commission noted that NYSE member 
organizations that were not members of FINRA were also members of 
NASDAQ (this is still the case today, see note 21, infra), and, as 
such, were subject to certain OATS obligations for proprietary 
trading firms under the NASDAQ Rule 6950 Series that were 
``substantially similar'' to the NASDAQ OATS requirements for the 
same firms. See id. OATS information for NYSE-only member firms is 
available for FINRA to utilize for regulatory purposes.
---------------------------------------------------------------------------

    Rule 410B also predates the establishment of a FINRA Trade 
Reporting Facility (``TRF''). FINRA Rule 6110 requires FINRA members to 
report transactions in NMS stocks \15\ effected ``otherwise than on or 
through a national securities exchange.'' \16\ Pursuant to FINRA Rules 
6310A and 6310B, FINRA members may use either the FINRA/NYSE TRF or 
FINRA/Nasdaq TRF to report such off-Exchange transactions.\17\ FINRA 
members using these TRFs to report off-Exchange transactions are in 
turn subject to FINRA Rule 7230B, which imposes transaction information 
reporting requirements similar to Rule 410B.\18\ As a result, Dual 
Members must report off-Exchange transactions to a TRF and submit 
substantially similar reports to the NYSE and FINRA.
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    \15\ As defined in Rule 600(b)(47) of SEC Regulation NMS.
    \16\ See FINRA Rule 6110. See generally FINRA Rule 6300A and 
7200A Series (FINRA/Nasdaq TRF) and 6300B and 7200B Series (FINRA/
NYSE TRF). Transactions in non-NMS stocks such as OTC Markets 
securities, ADRs, Canadian issues, foreign securities and non-
exchange-listed DPP securities and transactions in Restricted Equity 
Securities pursuant to Securities Act Rule 144A are governed by the 
FINRA Rule 6620 and 7300 Series and must be reported to FINRA's OTC 
Reporting Facility or ORF. FINRA's rules expressly provide that 
certain types of transactions need not to be reported for 
publication or regulatory purposes, including transactions in 
foreign equity securities executed on and reported to a foreign 
securities exchange or executed OTC in a foreign country and 
reported to that country's securities regulator. See Trade Reporting 
Frequently Asked Questions, Section 500, Q/A500:1 & Section 701, Q/
A701.1, available at https://www.finra.org/industry/trade-reporting-faq.
    \17\ See FINRA Rules 6300A & 6300B.
    \18\ See Rule 7230B. Specifically, the following information 
must be submitted for each transaction: (1) Security Identification 
Symbol of the eligible security (SECID); (2) number of shares or 
bonds; (3) unit price, excluding commissions, mark-ups or mark-
downs; (4) time of execution expressed in hours, minutes and seconds 
based on Eastern Time in military format, unless another provision 
of FINRA rules requires that a different time be included on the 
report; (5) a symbol indicating whether the party submitting the 
trade report represents the Reporting Member (denoted as the 
Executing Party or ``EPID'') side or the Non-Reporting Party 
(denoted as the Contra Party or ``CPID'') side; (6) a symbol 
indicating whether the transaction is a buy, sell or cross, and if 
applicable, a symbol indicating that the transaction is a sell short 
or sell short exempt trade from the Reporting Member perspective or 
contra side perspective, irrespective of whether the contra side is 
a member; (7) a symbol indicating whether the trade is as principal, 
riskless principal, or agent; (8) reporting side Clearing Broker (if 
other than normal Clearing Broker); (9) reporting side executing 
broker in the case of a give up agreement, as defined in Rule 
6380B(g); (10) contra side executing broker; (11) contra side 
Introducing Broker in the case of a give up agreement, as defined in 
Rule 6380B(g); and (12) contra side Clearing Broker (if other than 
normal Clearing Broker). For any transaction for which a member has 
recording and reporting obligations under Rules 7440 and 7450, the 
trade report must include an order identifier, meeting such 
parameters as may be prescribed by FINRA, assigned to the order that 
uniquely identifies the order for the date it was received. See Rule 
7440(b)(1).
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Proposed Rule Change
    The Exchange proposes to delete Rule 410B in its entirety. Rule 
410B is a regulatory rule intended to enhance audit trail quality and 
improve surveillance and investigation of violative activities such as 
market manipulation and insider trading. As noted above, since 2010, 
surveillance and enforcement responsibilities across markets have been 
consolidated at FINRA, which conducts cross-market surveillances on the 
Exchange's behalf utilizing various data sources, including extensive 
trade and other information that FINRA collects pursuant to its rules. 
This trade information includes reports of off-exchange transactions. 
All of the Exchange's member organizations, with only nine exceptions, 
are members of FINRA and, as such, must report all off-exchange 
transactions to FINRA, including transactions away from the NYSE that 
are not reported to the Consolidated Tape. This information is 
essentially duplicative of the Rule 410B reports the Exchange currently 
supplies to FINRA. The one exception would be transactions in dually 
listed securities executed on and reported to a foreign securities 
exchange, which is not required to be reported because such trades are 
executed ``on or through an exchange.'' \19\ The Exchange believes

[[Page 67445]]

such trades pose little regulatory risk and, given that no other 
exchange has a rule comparable to Rule 410B, notes that such trades are 
also not being reported to other equities exchanges. The Exchange 
therefore believes that the rationale underlying the exclusion of these 
foreign on-exchange trades in dually listed securities from its 
reporting requirements should apply equally to NYSE-listed securities 
in the absence of Rule 410B. Finally, only a handful of firms currently 
account for all of the Rule 410B activity, all of whom are also FINRA 
members.\20\ Rule 410B is thus no longer necessary, and deleting it 
would eliminate essentially duplicative reporting of off-Exchange 
transactions by Dual Members.
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    \19\ See Trade Reporting Frequently Asked Questions, Section 
701, Q/A701.1, available at https://www.finra.org/industry/trade-reporting-faq. See generally note 17, supra.
    \20\ Rule 410B Weekly Reports submitted to the SEC in July and 
August 2015 reveal that only five firms, all also FINRA members, 
accounted for all of the Rule 410B trading activity. Further, the 
list of firms that have in the past submitted Rule 410B reports does 
not include any non-FINRA members.
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    The Exchange does not believe that eliminating the Rule 410B 
reporting requirement for the small number of NYSE-only members \21\ 
would pose any significant regulatory risk. None of these firms has 
ever submitted a Rule 410B report. As noted above, a smaller number of 
Dual Member firms (five) account for all of the recent Rule 410B 
trading activity.\22\ The Exchange believes that retaining a reporting 
requirement for firms that have never triggered the requirement serves 
no useful regulatory or other purpose. NYSE-only members would remain 
subject to federal and Exchange books and records requirements.\23\ 
Information about any trades away from the Exchange by these firms 
should thus available for regulatory review if needed.
---------------------------------------------------------------------------

    \21\ These nine non-FINRA member firms do not have any public 
customers and are also members of Nasdaq. Under Exchange rules, 
member organizations must be a member of FINRA or another registered 
securities exchange. See Rule 2(b)(i).
    \22\ See note 19, supra.
    \23\ See 17 CFR 240.17a-3, 17 CFR 240.17a-4 & Rule 440.
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    For the foregoing reasons, the Exchange believes that Rule 410B 
should be deleted in its entirety.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Act,\24\ in general, and furthers the 
objectives of Section 6(b)(5) of the Act,\25\ in particular, because it 
is designed to prevent fraudulent and manipulative acts and practices, 
promote just and equitable principles of trade, remove impediments to 
and perfect the mechanism of a free and open market and a national 
market system, and protect investors and the public interest.
---------------------------------------------------------------------------

    \24\ 15 U.S.C. 78f(b).
    \25\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    In particular, the Exchange believes that eliminating Rule 410B 
would remove impediments to and perfect the mechanism of a free and 
open market and a national market system by eliminating duplicative 
reporting by Dual Members of information those firms already provide to 
FINRA. The Exchange believes that eliminating Rule 410B reporting would 
not be inconsistent with the public interest and the protection of 
investors because FINRA would continue to receive information from Dual 
Members about off-Exchange transactions for incorporation in its cross-
market surveillances. Further, the Exchange believes that eliminating 
Rule 410B reporting would not be inconsistent with the public interest 
and the protection of investors because the small number of NYSE-only 
firms that would no longer be subject to the reporting requirement have 
never submitted a report under the Rule.
    The Exchange further believes that deleting corresponding 
references to Rule 410B in another rule would remove impediments to and 
perfects the mechanism of a free and open market by reducing potential 
confusion and adding transparency and clarity to the Exchange's rules, 
thereby ensuring that members, regulators and the public can more 
easily navigate and understand the Exchange's rulebook.

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 Act. The proposed rule change is 
not intended to address competitive issues, but rather it is designed 
to eliminate obsolete and duplicative regulatory reporting.

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

    Within 45 days of the date of publication of this notice in the 
Federal Register or up to 90 days (i) as the Commission may designate 
if it finds such longer period to be appropriate and publishes its 
reasons for so finding or (ii) as to which the self-regulatory 
organization consents, the Commission will:
    (A) By order approve or disapprove the proposed rule change, or
    (B) institute proceedings to determine whether the proposed rule 
change should be 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:

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-NYSE-2015-48 on the subject line.

Paper Comments

     Send paper comments in triplicate to Brent J. Fields, 
Secretary, Securities and Exchange Commission, 100 F Street NE., 
Washington, DC 20549-1090.

All submissions should refer to File Number SR-NYSE-2015-48. 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 will also be available 
for inspection and copying at the NYSE's principal office and on its 
Internet Web site at www.nyse.com. All comments received will be posted 
without change; the Commission does not edit personal identifying 
information from submissions. You should submit only

[[Page 67446]]

information that you wish to make available publicly. All submissions 
should refer to File Number SR-NYSE-2015-48 and should be submitted on 
or before November 23, 2015.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\26\
---------------------------------------------------------------------------

    \26\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Robert W. Errett,
Deputy Secretary.
[FR Doc. 2015-27796 Filed 10-30-15; 8:45 am]
 BILLING CODE 8011-01-P
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