Joint Industry Plan; Notice of Designation of Longer Period for Commission Action on the Proposed National Market System Plan Governing the Consolidated Audit Trail by BATS Exchange, Inc., BATS-Y Exchange, Inc., BOX Options Exchange LLC, C2 Options Exchange, Incorporated, Chicago Board Options Exchange, Incorporated, Chicago Stock Exchange, Inc., EDGA Exchange, Inc., EDGX Exchange, Inc., Financial Industry Regulatory Authority, Inc., International Securities Exchange, LLC, the Investors' Exchange, LLC, ISE Gemini, LLC, ISE Mercury, LLC, Miami International Securities Exchange LLC, NASDAQ OMX BX, Inc., NASDAQ OMX PHLX LLC, The NASDAQ Stock Market LLC, National Stock Exchange, Inc., New York Stock Exchange LLC, NYSE MKT LLC, and NYSE Arca, Inc., 51527-51528 [2016-18477]

Download as PDF sradovich on DSK3GMQ082PROD with NOTICES Federal Register / Vol. 81, No. 150 / Thursday, August 4, 2016 / Notices the amount of the proposed Follow-On Investment, by each Regulated Fund. (b) A Regulated Fund may participate in such Follow-On Investment without obtaining prior approval of the Required Majority if: (i) The proposed participation of each Regulated Fund and each Affiliated Fund in such investment is proportionate to its outstanding investments in the issuer immediately preceding the Follow-On Investment; and (ii) the Board of the Regulated Fund has approved as being in the best interests of the Regulated Fund the ability to participate in Follow-On Investments on a pro rata basis (as described in greater detail in the application). In all other cases, the Adviser will provide its written recommendation as to the Regulated Fund’s participation to the Eligible Directors, and the Regulated Fund will participate in such Follow-On Investment solely to the extent that a Required Majority determines that it is in the Regulated Fund’s best interests. (c) If, with respect to any Follow-On Investment: (i) The amount of the opportunity is not based on the Regulated Funds’ and the Affiliated Funds’ outstanding investments immediately preceding the Follow-On Investment; and (ii) the aggregate amount recommended by the Adviser to be invested by each Regulated Fund in the Follow-On Investment, together with the amount proposed to be invested by the participating Affiliated Funds in the same transaction, exceeds the amount of the opportunity; then the amount invested by each such party will be allocated among them pro rata based on each participant’s capital available for investment in the asset class being allocated, up to the amount proposed to be invested by each. (d) The acquisition of Follow-On Investments as permitted by this condition will be considered a CoInvestment Transaction for all purposes and subject to the other conditions set forth in the application. 9. The Non-Interested Directors of each Regulated Fund will be provided quarterly for review all information concerning Potential Co-Investment Transactions and Co-Investment Transactions, including investments made by other Regulated Funds or Affiliated Funds that the Regulated Fund considered but declined to participate in, so that the Non-Interested Directors may determine whether all investments made during the preceding quarter, including those investments that the Regulated Fund considered but declined to participate in, comply with the conditions of the Order. In addition, VerDate Sep<11>2014 18:12 Aug 03, 2016 Jkt 238001 the Non-Interested Directors will consider at least annually the continued appropriateness for the Regulated Fund of participating in new and existing CoInvestment Transactions. 10. Each Regulated Fund will maintain the records required by section 57(f)(3) of the Act as if each of the Regulated Funds were a BDC and each of the investments permitted under these conditions were approved by the Required Majority under section 57(f) of the Act. 11. No Non-Interested Director of a Regulated Fund will also be a director, general partner, managing member or principal, or otherwise an ‘‘affiliated person’’ (as defined in the Act), of an Affiliated Fund. 12. The expenses, if any, associated with acquiring, holding or disposing of any securities acquired in a CoInvestment Transaction (including, without limitation, the expenses of the distribution of any such securities registered for sale under the Securities Act) will, to the extent not payable by the Advisers under their respective investment advisory agreements with Affiliated Funds and the Regulated Funds, be shared by the Regulated Funds and the Affiliated Funds in proportion to the relative amounts of the securities held or to be acquired or disposed of, as the case may be. 13. Any transaction fee 12 (including break-up or commitment fees but excluding broker’s fees contemplated by section 17(e) or 57(k) of the Act, as applicable) received in connection with a Co-Investment Transaction will be distributed to the participating Regulated Funds and Affiliated Funds on a pro rata basis based on the amounts they invested or committed, as the case may be, in such Co-Investment Transaction. If any transaction fee is to be held by an Adviser pending consummation of the transaction, the fee will be deposited into an account maintained by such Adviser at a bank or banks having the qualifications prescribed in section 26(a)(1) of the Act, and the account will earn a competitive rate of interest that will also be divided pro rata among the participating Regulated Funds and Affiliated Funds based on the amounts they invest in such Co-Investment Transaction. None of the Affiliated Funds, the Advisers, the other Regulated Funds or any affiliated person of the Regulated Funds or Affiliated Funds will receive additional compensation or 12 Applicants are not requesting and the staff is not providing any relief for transaction fees received in connection with any Co-Investment Transaction. PO 00000 Frm 00098 Fmt 4703 Sfmt 4703 51527 remuneration of any kind as a result of or in connection with a Co-Investment Transaction (other than (a) in the case of the Regulated Funds and the Affiliated Funds, the pro rata transaction fees described above and fees or other compensation described in condition 2(c)(iii)(C); and (b) in the case of an Adviser, investment advisory fees paid in accordance with the agreement between the Adviser and the Regulated Fund or Affiliated Fund. 14. If the Holders own in the aggregate more than 25 percent of the Shares of a Regulated Fund, then the Holders will vote such Shares as directed by an independent third party when voting on (1) the election of directors; (2) the removal of one or more directors; or (3) any other matter under either the Act or applicable State law affecting the Board’s composition, size or manner of election. For the Commission, by the Division of Investment Management, under delegated authority. Robert W. Errett, Deputy Secretary. [FR Doc. 2016–18467 Filed 8–3–16; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–78441; File No. 4–698] Joint Industry Plan; Notice of Designation of Longer Period for Commission Action on the Proposed National Market System Plan Governing the Consolidated Audit Trail by BATS Exchange, Inc., BATS–Y Exchange, Inc., BOX Options Exchange LLC, C2 Options Exchange, Incorporated, Chicago Board Options Exchange, Incorporated, Chicago Stock Exchange, Inc., EDGA Exchange, Inc., EDGX Exchange, Inc., Financial Industry Regulatory Authority, Inc., International Securities Exchange, LLC, the Investors’ Exchange, LLC, ISE Gemini, LLC, ISE Mercury, LLC, Miami International Securities Exchange LLC, NASDAQ OMX BX, Inc., NASDAQ OMX PHLX LLC, The NASDAQ Stock Market LLC, National Stock Exchange, Inc., New York Stock Exchange LLC, NYSE MKT LLC, and NYSE Arca, Inc. July 29, 2016. On February 27, 2015, BATS Exchange, Inc., BATS–Y Exchange, Inc., BOX Options Exchange LLC, C2 Options Exchange, Incorporated, Chicago Board Options Exchange, Incorporated, Chicago Stock Exchange, Inc., EDGA Exchange, Inc., EDGX Exchange, Inc., E:\FR\FM\04AUN1.SGM 04AUN1 51528 Federal Register / Vol. 81, No. 150 / Thursday, August 4, 2016 / Notices sradovich on DSK3GMQ082PROD with NOTICES Financial Industry Regulatory Authority, Inc., International Securities Exchange, LLC, ISE Gemini, LLC, Miami International Securities Exchange LLC, NASDAQ OMX BX, Inc., NASDAQ OMX PHLX LLC, The NASDAQ Stock Market LLC, National Stock Exchange, Inc., New York Stock Exchange LLC, NYSE MKT LLC, and NYSE Arca, Inc. (collectively, ‘‘SROs’’ or ‘‘Participants’’), filed with the Securities and Exchange Commission (the ‘‘Commission’’ or ‘‘SEC’’) a National Market System Plan Governing the Consolidated Audit Trail (the ‘‘CAT NMS Plan’’ or ‘‘Plan’’).1 The proposed Plan was published for comment in the Federal Register on May 17, 2016.2 The Commission has received 22 comments on the proposed Plan.3 1 See Letter from Participants to Brent J. Fields, Secretary, Commission, dated February 27, 2015. 2 See Securities Exchange Act Release No. 77724 (April 27, 2016), 81 FR 30614. 3 See Letters to Brent J. Fields, Secretary, Commission, from Kathleen Weiss Hanley, BoltonPerella Chair in Finance, Lehigh University, et al., dated July 12, 2016; Courtney Doyle McGuinn, FIX Operations Director, FIX Trading Community, dated July 14, 2016; Kelvin To, Founder and President, Data Boiler Technologies, LLC, dated July 15, 2016; Richard Foster, Senior Vice President and Senior Counsel for Regulatory and Legal Affairs, Financial Services Roundtable, dated July 15, 2016; David T. Bellaire, Executive Vice President & General Counsel, Financial Services Institute, dated, July 18, 2016; Stuart J. Kaswell, Executive Vice President & Managing Director, General Counsel, Managed Funds Association, July 18, 2016; David W. Blass, General Counsel, Investment Company Institute, dated July 18, 2016; Larry E. Thompson, Vice Chairman and General Counsel, Depository Trust & Clearing Corporation, dated July 18, 2016; Manisha Kimmel, Chief Regulatory Officer, Wealth Management, Thomson Reuters, dated July 18, 2016; Theodore R. Lazo, Managing Director and Associate General Counsel, and Ellen Greene, Managing Director, Financial Services Operations, Securities Industry and Financial Markets Association, dated July 18, 2016; Anonymous, received July 18, 2016; Mary Lou Von Kaenel, Managing Director, Financial Information Forum, dated July 18, 2016; Marc R. Bryant, Senior Vice President, Deputy General Counsel, Fidelity Investments, dated July 18, 2016; Mark Husler, CEO, UniVista, and Jonathan Jachym, Head of North America Regulatory Strategy & Government Relations, London Stock Exchange Group, dated July 18, 2016; Gary Stone, Chief Strategy Officer for Trading Solutions and Global Regulatory and Policy Group, Bloomberg, L.P., dated July 18, 2016; Bonnie K. Wachtel, Wachtel Co Inc., dated July 18, 2016; Dennis M. Kelleher, President & CEO, Stephen W. Hall, Legal Director & Securities Specialist, Lev Bagramian, Senior Securities Policy Advisor, Better Markets, dated July 18, 2016; John A. McCarthy, General Counsel, KCG Holdings, Inc., dated July 20, 2016; Industry Members of the Development Advisory Group (including Financial Information Forum, Securities Industry and Financial Markets Association and Securities Traders Association), dated July 20, 2016; Joanne Moffic-Silver, EVP, General Counsel & Corporate Secretary, Chicago Board Options Exchange, Incorporated, dated July 21, 2016; Elizabeth K. King, NYSE Group, Inc., dated July 21, 2016; John Russell, Chairman of the Board, and James Toes, President & CEO, Securities Traders Association, dated July 25, 2016. VerDate Sep<11>2014 18:12 Aug 03, 2016 Jkt 238001 Rule 608 4 under Section 11A of the Act 5 provides that within 120 days of the date of publication of notice of filing of an NMS plan or an amendment to an effective NMS plan the Commission shall approve such plan or amendment, with such changes or subject to such conditions as the Commission may deem necessary or appropriate, if it finds that such plan or amendment is necessary and appropriate in the public interest, for the protection of investors and the maintenance of fair and orderly markets, to remove impediments to, and perfect the mechanisms of, a national market system, or otherwise in furtherance of the purposes of the Act. The 120th day after publication of the proposed Plan is September 14, 2016. Rule 608, however, provides that the Commission may extend the period within which it must approve an NMS Plan or amendment to an effective NMS Plan up to 180 days, if it finds such longer period to be appropriate and publishes its reasons for so finding or as to which the sponsors consent. The Commission hereby extends the time period for Commission action on the proposed Plan and designates November 10, 2016, which is the last business day before the 180th day after publication of the proposed Plan,6 as the time period for Commission action. The Commission finds that it is appropriate to designate a longer period within which to take action on the proposed Plan to afford the Commission with additional time to consider the comments received on the proposed Plan, which are broad in scope. Accordingly, pursuant to Section 11A of the Act 7 and Rule 608 thereunder,8 the Commission designates November 10, 2016 as the date for Commission action on the proposed Plan. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.9 Robert W. Errett, Deputy Secretary. [FR Doc. 2016–18477 Filed 8–3–16; 8:45 am] BILLING CODE 8011–01–P CFR 242.608. U.S.C. 78k–1. 6 The Commission notes that Sunday, November 13, 2016 is the 180th day after publication of the proposed Plan. 7 15 U.S.C. 78k–1. 8 17 CFR 242.608. 9 17 CFR 200.30–3(a)(42). SECURITIES AND EXCHANGE COMMISSION [Release No. 34–78447; File No. SR–IEX– 2016–03] Self-Regulatory Organizations; Investors Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Correct Typographical Errors in Certain Referenced Time Frames July 29, 2016. 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 July 27, 2016, the Investors Exchange LLC (‘‘IEX’’ or the ‘‘Exchange’’) filed with the Securities and Exchange Commission (the ‘‘Commission’’) the proposed rule change as described in Items I and II 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. I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change Pursuant to the provisions of Section 19(b)(1) under the Securities Exchange Act of 1934 (‘‘Act’’),4 and Rule 19b–4 thereunder,5 Investors Exchange LLC (‘‘IEX’’ or ‘‘Exchange’’) is filing with the Securities and Exchange Commission (‘‘Commission’’) a proposed rule change to make a nonsubstantive change to correct typographical errors in the referenced time frames for the PostMarket Hours and the Post-Market Session trading in Rule 1.160(aa), the referenced time frames for System Hours in Rule 1.160(oo), and the referenced time frames for the Regular Market Session, Pre-Market Session and Post-Market Session in Rule 16.105(a)(7) and (b)(7). The Exchange has designated this rule change as ‘‘non-controversial’’ under Section 19(b)(3)(A) of the Act 6 and provided the Commission with the notice required by Rule 19b–4(f)(6)(iii) thereunder.7 The text of the proposed rule change is available at the Exchange’s Web site at www.iextrading.com, at the principal office of the Exchange, and at the Commission’s Public Reference Room. 4 17 5 15 PO 00000 Frm 00099 Fmt 4703 Sfmt 4703 1 15 U.S.C. 78s(b)(1). U.S.C. 78a. 3 17 CFR 240.19b–4. 4 15 U.S.C. 78s(b)(1). 5 17 CFR 240.19b–4. 6 15 U.S.C. 78s(b)(3)(A). 7 17 CFR 240.19b–4(f)(6)(iii). 2 15 E:\FR\FM\04AUN1.SGM 04AUN1

Agencies

[Federal Register Volume 81, Number 150 (Thursday, August 4, 2016)]
[Notices]
[Pages 51527-51528]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2016-18477]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-78441; File No. 4-698]


Joint Industry Plan; Notice of Designation of Longer Period for 
Commission Action on the Proposed National Market System Plan Governing 
the Consolidated Audit Trail by BATS Exchange, Inc., BATS-Y Exchange, 
Inc., BOX Options Exchange LLC, C2 Options Exchange, Incorporated, 
Chicago Board Options Exchange, Incorporated, Chicago Stock Exchange, 
Inc., EDGA Exchange, Inc., EDGX Exchange, Inc., Financial Industry 
Regulatory Authority, Inc., International Securities Exchange, LLC, the 
Investors' Exchange, LLC, ISE Gemini, LLC, ISE Mercury, LLC, Miami 
International Securities Exchange LLC, NASDAQ OMX BX, Inc., NASDAQ OMX 
PHLX LLC, The NASDAQ Stock Market LLC, National Stock Exchange, Inc., 
New York Stock Exchange LLC, NYSE MKT LLC, and NYSE Arca, Inc.

July 29, 2016.
    On February 27, 2015, BATS Exchange, Inc., BATS-Y Exchange, Inc., 
BOX Options Exchange LLC, C2 Options Exchange, Incorporated, Chicago 
Board Options Exchange, Incorporated, Chicago Stock Exchange, Inc., 
EDGA Exchange, Inc., EDGX Exchange, Inc.,

[[Page 51528]]

Financial Industry Regulatory Authority, Inc., International Securities 
Exchange, LLC, ISE Gemini, LLC, Miami International Securities Exchange 
LLC, NASDAQ OMX BX, Inc., NASDAQ OMX PHLX LLC, The NASDAQ Stock Market 
LLC, National Stock Exchange, Inc., New York Stock Exchange LLC, NYSE 
MKT LLC, and NYSE Arca, Inc. (collectively, ``SROs'' or 
``Participants''), filed with the Securities and Exchange Commission 
(the ``Commission'' or ``SEC'') a National Market System Plan Governing 
the Consolidated Audit Trail (the ``CAT NMS Plan'' or ``Plan'').\1\ The 
proposed Plan was published for comment in the Federal Register on May 
17, 2016.\2\ The Commission has received 22 comments on the proposed 
Plan.\3\
---------------------------------------------------------------------------

    \1\ See Letter from Participants to Brent J. Fields, Secretary, 
Commission, dated February 27, 2015.
    \2\ See Securities Exchange Act Release No. 77724 (April 27, 
2016), 81 FR 30614.
    \3\ See Letters to Brent J. Fields, Secretary, Commission, from 
Kathleen Weiss Hanley, Bolton-Perella Chair in Finance, Lehigh 
University, et al., dated July 12, 2016; Courtney Doyle McGuinn, FIX 
Operations Director, FIX Trading Community, dated July 14, 2016; 
Kelvin To, Founder and President, Data Boiler Technologies, LLC, 
dated July 15, 2016; Richard Foster, Senior Vice President and 
Senior Counsel for Regulatory and Legal Affairs, Financial Services 
Roundtable, dated July 15, 2016; David T. Bellaire, Executive Vice 
President & General Counsel, Financial Services Institute, dated, 
July 18, 2016; Stuart J. Kaswell, Executive Vice President & 
Managing Director, General Counsel, Managed Funds Association, July 
18, 2016; David W. Blass, General Counsel, Investment Company 
Institute, dated July 18, 2016; Larry E. Thompson, Vice Chairman and 
General Counsel, Depository Trust & Clearing Corporation, dated July 
18, 2016; Manisha Kimmel, Chief Regulatory Officer, Wealth 
Management, Thomson Reuters, dated July 18, 2016; Theodore R. Lazo, 
Managing Director and Associate General Counsel, and Ellen Greene, 
Managing Director, Financial Services Operations, Securities 
Industry and Financial Markets Association, dated July 18, 2016; 
Anonymous, received July 18, 2016; Mary Lou Von Kaenel, Managing 
Director, Financial Information Forum, dated July 18, 2016; Marc R. 
Bryant, Senior Vice President, Deputy General Counsel, Fidelity 
Investments, dated July 18, 2016; Mark Husler, CEO, UniVista, and 
Jonathan Jachym, Head of North America Regulatory Strategy & 
Government Relations, London Stock Exchange Group, dated July 18, 
2016; Gary Stone, Chief Strategy Officer for Trading Solutions and 
Global Regulatory and Policy Group, Bloomberg, L.P., dated July 18, 
2016; Bonnie K. Wachtel, Wachtel Co Inc., dated July 18, 2016; 
Dennis M. Kelleher, President & CEO, Stephen W. Hall, Legal Director 
& Securities Specialist, Lev Bagramian, Senior Securities Policy 
Advisor, Better Markets, dated July 18, 2016; John A. McCarthy, 
General Counsel, KCG Holdings, Inc., dated July 20, 2016; Industry 
Members of the Development Advisory Group (including Financial 
Information Forum, Securities Industry and Financial Markets 
Association and Securities Traders Association), dated July 20, 
2016; Joanne Moffic-Silver, EVP, General Counsel & Corporate 
Secretary, Chicago Board Options Exchange, Incorporated, dated July 
21, 2016; Elizabeth K. King, NYSE Group, Inc., dated July 21, 2016; 
John Russell, Chairman of the Board, and James Toes, President & 
CEO, Securities Traders Association, dated July 25, 2016.
---------------------------------------------------------------------------

    Rule 608 \4\ under Section 11A of the Act \5\ provides that within 
120 days of the date of publication of notice of filing of an NMS plan 
or an amendment to an effective NMS plan the Commission shall approve 
such plan or amendment, with such changes or subject to such conditions 
as the Commission may deem necessary or appropriate, if it finds that 
such plan or amendment is necessary and appropriate in the public 
interest, for the protection of investors and the maintenance of fair 
and orderly markets, to remove impediments to, and perfect the 
mechanisms of, a national market system, or otherwise in furtherance of 
the purposes of the Act. The 120th day after publication of the 
proposed Plan is September 14, 2016. Rule 608, however, provides that 
the Commission may extend the period within which it must approve an 
NMS Plan or amendment to an effective NMS Plan up to 180 days, if it 
finds such longer period to be appropriate and publishes its reasons 
for so finding or as to which the sponsors consent.
---------------------------------------------------------------------------

    \4\ 17 CFR 242.608.
    \5\ 15 U.S.C. 78k-1.
---------------------------------------------------------------------------

    The Commission hereby extends the time period for Commission action 
on the proposed Plan and designates November 10, 2016, which is the 
last business day before the 180th day after publication of the 
proposed Plan,\6\ as the time period for Commission action. The 
Commission finds that it is appropriate to designate a longer period 
within which to take action on the proposed Plan to afford the 
Commission with additional time to consider the comments received on 
the proposed Plan, which are broad in scope.
---------------------------------------------------------------------------

    \6\ The Commission notes that Sunday, November 13, 2016 is the 
180th day after publication of the proposed Plan.
---------------------------------------------------------------------------

    Accordingly, pursuant to Section 11A of the Act \7\ and Rule 608 
thereunder,\8\ the Commission designates November 10, 2016 as the date 
for Commission action on the proposed Plan.
---------------------------------------------------------------------------

    \7\ 15 U.S.C. 78k-1.
    \8\ 17 CFR 242.608.
    \9\ 17 CFR 200.30-3(a)(42).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\9\
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2016-18477 Filed 8-3-16; 8:45 am]
 BILLING CODE 8011-01-P
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