Self-Regulatory Organizations; Bats EDGA Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Reflect the Dissolution of One of the Exchange's Intermediate Holding Companies, Direct Edge Holdings LLC, 52491-52493 [2016-18700]
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Federal Register / Vol. 81, No. 152 / Monday, August 8, 2016 / Notices
Summary of the Application
mstockstill on DSK3G9T082PROD with NOTICES
1. The Adviser will serve as the
investment adviser to the Funds
pursuant to an investment advisory
agreement with the Trust (the ‘‘Advisory
Agreement’’).1 The Adviser will provide
the Funds with continuous and
comprehensive investment management
services, subject to the supervision of,
and policies established by, each Fund’s
board of trustees (‘‘Board’’). The
Advisory Agreement permits the
Adviser, subject to the approval of the
Board, to delegate to one or more
subadvisers (each, a ‘‘Subadviser’’ and
collectively, the ‘‘Subadvisers’’) the
responsibility to provide the day-to-day
portfolio investment management of
each Fund, subject to the supervision
and direction of the Adviser. The
primary responsibility for managing the
Funds will remain vested in the
Adviser. The Adviser will hire,
evaluate, allocate assets to and oversee
the Subadvisers, including determining
whether a Subadviser should be
terminated, at all times subject to the
authority of the Board.
2. Applicants request an exemption to
permit the Adviser, subject to Board
approval, to hire certain Subadvisers
pursuant to Subadvisory Agreements
and materially amend existing
Subadvisory Agreements without
obtaining the shareholder approval
required under section 15(a) of the Act
and rule 18f–2 under the Act.2
Applicants also seek an exemption from
the Disclosure Requirements to permit a
Fund to disclose (as both a dollar
amount and a percentage of the Fund’s
net assets): (a) The aggregate fees paid
to the Adviser and any Affiliated
Subadviser; and (b) the aggregate fees
paid to Subadvisers other than
Affiliated Subadvisers (collectively,
‘‘Aggregate Fee Disclosure’’). For any
Fund that employs an Affiliated
Subadviser, the Fund will provide
1 Applicants request relief with respect to any
future series of the Trust and other existing or
future registered open-end management company or
series thereof that: (a) is advised by the Initial
Adviser, or any person controlling, controlled by or
under common control with the Initial Adviser or
its successor (each, also an ‘‘Adviser’’); (b) uses the
manager of managers structure described in the
application; and (c) complies with the terms and
conditions of the application (any such series, a
‘‘Fund’’ and collectively, the ‘‘Funds’’). For
purposes of the requested order, ‘‘successor’’ is
limited to an entity that results from a
reorganization into another jurisdiction or a change
in the type of business organization.
2 The requested relief will not extend to any
Subadviser that is an affiliated person, as defined
in section 2(a)(3) of the Act, of the Trust or the
Adviser, other than by reason of serving as a
subadviser to one or more of the Funds, or as an
adviser or subadviser to any series of the Trust
other than the Funds (‘‘Affiliated Subadviser’’).
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22:23 Aug 05, 2016
Jkt 238001
separate disclosure of any fees paid to
the Affiliated Subadviser.
3. Applicants agree that any order
granting the requested relief will be
subject to the terms and conditions
stated in the application. Such terms
and conditions provide for, among other
safeguards, appropriate disclosure to
Fund shareholders and notification
about subadvisory changes and
enhanced Board oversight to protect the
interests of the Funds’ shareholders.
4. Section 6(c) of the Act provides that
the Commission may exempt any
person, security, or transaction or any
class or classes of persons, securities, or
transactions from any provisions of the
Act, or any rule thereunder, if such
relief is necessary or appropriate in the
public interest and consistent with the
protection of investors and purposes
fairly intended by the policy and
provisions of the Act. Applicants
believe that the requested relief meets
this standard because, as further
explained in the application, the
Advisory Agreements will remain
subject to shareholder approval while
the role of the Subadvisers is
substantially similar to that of
individual portfolio managers, so that
requiring shareholder approval of
Subadvisory Agreements would impose
unnecessary delays and expenses on the
Funds. Applicants believe that the
requested relief from the Disclosure
Requirements meets this standard
because it will improve the Adviser’s
ability to negotiate fees paid to the
Subadvisers that are more advantageous
for the Funds.
For the Commission, by the Division of
Investment Management, under delegated
authority.
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2016–18683 Filed 8–5–16; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–78459; File No. SR–
BatsEDGA–2016–17]
Self-Regulatory Organizations; Bats
EDGA Exchange, Inc.; Notice of Filing
and Immediate Effectiveness of a
Proposed Rule Change To Reflect the
Dissolution of One of the Exchange’s
Intermediate Holding Companies,
Direct Edge Holdings LLC
Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934 (the
PO 00000
Frm 00095
Fmt 4703
‘‘Act’’),1 and Rule 19b–4 thereunder,2
notice is hereby given that on July 25,
2016, Bats EDGA Exchange, Inc. (the
‘‘Exchange’’ or ‘‘EDGA’’) filed with the
Securities and Exchange Commission
(‘‘Commission’’) the proposed rule
change as described in Items I, II, and
III 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.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The Exchange filed a proposal to
reflect the dissolution of one of the
Exchange’s intermediate holding
companies, Direct Edge Holdings LLC
(‘‘DEH’’), on December 31, 2015, by: (i)
Amending the bylaws of the Exchange’s
ultimate parent company, Bats Global
Markets, Inc. (the ‘‘Corporation’’), to
remove reference to DEH, as well as Bats
Global Markets Holdings, an
intermediate holding company wholly
owned by the Corporation (‘‘BGMH’’),
(ii) amending the bylaws of the
Exchange to remove reference to DEH,
(iii) deleting the DEH certificate of
formation and operating agreement from
the Exchange’s rules, and (iv) amending
the operating agreement of the
Exchange’s sole stockholder, Direct
Edge LLC (‘‘DE LLC’’), to reflect that DE
LLC’s sole member is the Corporation
rather than DEH and to make other
related changes.
The text of the proposed rule change
is available at the Exchange’s Web site
at 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
statements may be examined at the
places specified in Item IV below. The
1 15
August 2, 2016.
Sfmt 4703
52491
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
E:\FR\FM\08AUN1.SGM
08AUN1
52492
Federal Register / Vol. 81, No. 152 / Monday, August 8, 2016 / Notices
Exchange has prepared summaries, set
forth in Sections A, B, and C below, of
the most significant parts of such
statements.
mstockstill on DSK3G9T082PROD with NOTICES
(A) Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
1. Purpose
On December 17, 2015, DEH filed a
certificate of cancellation with the State
of Delaware, effective December 31,
2015. As a result, DEH was dissolved,
its affairs wound up, and its certificate
of formation and operating agreement
were cancelled, each effective December
31, 2015. In connection with DEH’s
dissolution, the Corporation proposes to
amend its bylaws on-file with the
Commission to remove reference to DEH
because the entity no longer exists. The
Exchange also proposes to remove
reference to BGMH because inclusion of
the reference to BGMH is unnecessary.
Specifically, the applicable provision
relates to any entity in which the
Corporation holds an interest and the
text the Exchange proposes to eliminate
is a parenthetical that was intended to
provide examples, not an exhaustive
list, of such entities.
Similarly, the Exchange intends to
amend its bylaws to remove reference to
DEH. Specifically, the Exchange
proposes to remove references to DEH
contained in Article XI, Section 2 of the
bylaws, which prohibits members of the
boards of affiliated entities from
attending meetings related to the selfregulatory function of the Exchange.
Because DEH has been dissolved, the
Exchange also proposes to delete the
DEH certificate of formation and
operating agreement from the
Exchange’s rules. Though the DEH
certificate of formation did not have any
information pertinent to the Exchange,
the Exchange notes that the DEH
operating agreement did contain certain
provisions applicable to the Exchange’s
status as a self-regulatory organization.
For example, Article X, Section 1
provided that DEH would not interfere
with the Exchange’s responsibilities
under the Act and Article X, Section 2
provided that DEH would cooperate
with the Exchange in furtherance of
such responsibilities. These provisions
and the others in the operating
agreement of DEH related to the
Exchange were designed to impose
restrictions upon DEH for so long as
DEH indirectly owned the Exchange or
were intended to require cooperation by
DEH to ensure that the Exchange could
meet its regulatory obligations. Thus,
while the dissolution of DEH and the
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22:23 Aug 05, 2016
Jkt 238001
proposed elimination of the operating
agreement does remove some provisions
applicable to the Exchange, there is no
impact on the Exchange. The Exchange
notes that each one of these provisions
is duplicative of a provision included in
the operating agreement of DE LLC.
Also, the Exchange notes that the
primary limitations upon the
interference with the independence of
the Exchange related to either
ownership or governance are contained
either in the organizational documents
of Exchange or the Corporation, and not
the organizational documents of any
intermediate holding company.
Finally, DE LLC intends to amend and
restate its operating agreement to reflect
that DE LLC’s sole member is the
Corporation rather than DEH and
include the contact information of the
member. In connection with these
changes, the Exchange also proposes to
reflect the following changes to the
operating agreement of DE LLC: (i)
General language to reflect the
amendment and restatement of the
operating agreement; and (ii)
restructuring of certain language related
to DE LLC’s formation. None of the
proposed changed described above
requires a filing with the State of
Delaware.
The purpose of this rule filing is to
amend the bylaws of the Corporation,
the ultimate parent company of the
Exchange, to amend the bylaws of the
Exchange, and to amend and restate the
operating agreement of DE LLC, the sole
stockholder of the Exchange, each as
described in this proposal.5 The
purpose of the rule filing is also to
remove reference to the DEH certificate
of formation and operating agreement,
as neither document is still operative.
Thus, the changes described herein only
relate to references contained in the
bylaws of the Corporation and the
Exchange as well as the operating
agreement of DE LLC, and do not impact
the governance of the Exchange. The
Exchange will continue to be governed
by its existing certificate of
incorporation and bylaws, as amended
by this proposal. The stock in, and
voting power of, the Exchange will
continue to be directly and solely held
by DE LLC, and the governance of the
Exchange will continue under its
existing structure.
2. Statutory Basis
The Exchange believes that its
proposal is consistent with the
5 The Exchange notes that such changes have
already been filed in connection with corporate
documents on-file with the Secretary of State of
Delaware.
PO 00000
Frm 00096
Fmt 4703
Sfmt 4703
requirements of the Act and 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.6
In particular, the proposal is consistent
with Section 6(b)(1) of the Act, because
it retains, without modification, the
existing limitations on ownership and
total voting power that currently exist
and that are designed to prevent any
stockholder from exercising undue
control over the operation of the
Exchange and to assure that the
Exchange is able to carry out its
regulatory obligations under the Act.
Under the proposal, the Corporation is
making certain administrative changes
to the bylaws of the Corporation, the
bylaws of the Exchange and the
operating agreement of DE LLC. These
changes, however, do not impact the
governance of the Exchange nor do they
modify the ownership of the
Corporation.
(B) Self-Regulatory Organization’s
Statement on Burden on Competition
The Exchange does not believe that
the proposed rule change imposes any
burden on competition. As described
above, the proposed rule change is
simply to reflect the dissolution of DEH,
including the deletion of the certificate
of formation and operating agreement of
DEH and all references to DEH in the
governance documents of the
Corporation, the Exchange, and DE LLC.
The Exchange has also proposed to
remove an unnecessary reference in the
Corporation’s bylaws to BGMH. The
changes described in the proposal do
not impact the governance of the
Exchange nor do they modify the
ownership of the Corporation.
(C) Self-Regulatory Organization’s
Statement on Comments on the
Proposed Rule Change Received From
Members, Participants or Others
The Exchange has not solicited, and
does not intend to solicit, comments on
this proposed rule change. The
Exchange has not received any written
comments from members or other
interested parties.
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
Because the foregoing proposed rule
change does not: (A) Significantly affect
the protection of investors or the public
interest; (B) impose any significant
burden on competition; and (C) by its
terms, become operative for 30 days
from the date on which it was filed or
such shorter time as the Commission
6 15
E:\FR\FM\08AUN1.SGM
U.S.C. 78f(b).
08AUN1
Federal Register / Vol. 81, No. 152 / Monday, August 8, 2016 / Notices
may designate it has become effective
pursuant to Section 19(b)(3)(A) of the
Act 7 and paragraph (f)(6) of Rule 19b–
4 thereunder,8 the Exchange has
designated this rule filing as noncontroversial. The Exchange has given
the Commission written notice of its
intent to file the proposed rule change,
along with a brief description and text
of the proposed rule change at least five
business days prior to the date of filing
of the proposed rule change, or such
shorter time as designated by the
Commission.
At any time within 60 days of the
filing of the proposed rule change, the
Commission summarily may
temporarily suspend such rule change if
it appears to the Commission that such
action is: (1) Necessary or appropriate in
the public interest; (2) for the protection
of investors; or (3) otherwise in
furtherance of the purposes of the Act.
If the Commission takes such action, the
Commission shall institute proceedings
to determine whether the proposed rule
should be approved or disapproved.
IV. Solicitation of Comments
Interested persons are invited to
submit written data, views, and
arguments concerning the foregoing,
including whether the proposed rule
change is consistent with the Act.
Comments may be submitted by any of
the following methods:
mstockstill on DSK3G9T082PROD with NOTICES
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–
BatsEDGA–2016–17 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–BatsEDGA–2016–17. 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
U.S.C. 78s(b)(3)(A).
8 17 CFR 240.19b–4.
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 such
filing will also 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–
BatsEDGA–2016–17 and should be
submitted on or before August 29, 2016.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.9
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2016–18700 Filed 8–5–16; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Investment Company Act Release No.
32206; 812–14666]
American Independence Funds Trust,
et al.; Notice of Application
August 3, 2016.
Securities and Exchange
Commission (‘‘Commission’’).
ACTION: Notice of an application under
section 6(c) of the Investment Company
Act of 1940 (‘‘Act’’) for an exemption
from section 15(a) of the Act and rule
18f–2 under the Act, as well as from
certain disclosure requirements in rule
20a–1 under the Act, Item 19(a)(3) of
Form N–1A, Items 22(c)(1)(ii),
22(c)(1)(iii), 22(c)(8) and 22(c)(9) of
Schedule 14A under the Securities
Exchange Act of 1934, and Sections 6–
07(2)(a), (b), and (c) of Regulation S–X
(‘‘Disclosure Requirements’’). The
requested exemption would permit an
investment adviser to hire and replace
certain sub-advisers without
shareholder approval and grant relief
from the Disclosure Requirements as
they relate to fees paid to the subadvisers.
AGENCY:
American Independence
Funds Trust and Rx Funds Trust (each,
APPLICANTS:
7 15
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22:23 Aug 05, 2016
9 17
Jkt 238001
PO 00000
a ‘‘Trust’’ and collectively, the
‘‘Trusts’’), each a Delaware statutory
trust registered under the Act as an
open-end management investment
company with multiple series, and
RiskX Investments, LLC, a Delaware
limited liability company registered as
an investment adviser under the
Investment Advisers Act of 1940
(‘‘RiskX Investments’’ or the ‘‘Adviser,’’
and, collectively with the Trusts, the
‘‘Applicants’’).
FILING DATES: The application was filed
June 30, 2016, and amended August 2,
2016 and August 2, 2016.
HEARING OR NOTIFICATION OF HEARING: An
order granting the application will be
issued unless the Commission orders a
hearing. Interested persons may request
a hearing by writing to the
Commission’s Secretary and serving
applicants with a copy of the request,
personally or by mail. Hearing requests
should be received by the Commission
by 5:30 p.m. on August 24, 2016, and
should be accompanied by proof of
service on the applicants, in the form of
an affidavit or, for lawyers, a certificate
of service. Pursuant to rule 0–5 under
the Act, hearing requests should state
the nature of the writer’s interest, any
facts bearing upon the desirability of a
hearing on the matter, the reason for the
request, and the issues contested.
Persons who wish to be notified of a
hearing may request notification by
writing to the Commission’s Secretary.
ADDRESSES: Secretary, U.S. Securities
and Exchange Commission, 100 F Street
NE., Washington, DC 20549–1090.
Applicants: 1345 Avenue of the
Americas, Second Floor, New York, NY
10105.
FOR FURTHER INFORMATION CONTACT:
Steven I. Amchan, Senior Counsel, or
David J. Marcinkus, Branch Chief, at
(202) 551–6821 (Division of Investment
Management, Chief Counsel’s Office).
SUPPLEMENTARY INFORMATION: The
following is a summary of the
application. The complete application
may be obtained via the Commission’s
Web site by searching for the file
number, or an applicant using the
Company name box, at https://
www.sec.gov/search/search.htm or by
calling (202) 551–8090.
Summary of the Application
1. The Adviser will serve as the
investment adviser to the Funds
pursuant to an investment advisory
agreement with each Trust (the
‘‘Advisory Agreement’’).1 The Adviser
1 Applicants request relief with respect to any
existing and any future series of each Trust and any
CFR 200.30–3(a)(12).
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52493
Continued
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E:\FR\FM\08AUN1.SGM
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]]>Agencies
[Federal Register Volume 81, Number 152 (Monday, August 8, 2016)]
[Notices]
[Pages 52491-52493]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2016-18700]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-78459; File No. SR-BatsEDGA-2016-17]
Self-Regulatory Organizations; Bats EDGA Exchange, Inc.; Notice
of Filing and Immediate Effectiveness of a Proposed Rule Change To
Reflect the Dissolution of One of the Exchange's Intermediate Holding
Companies, Direct Edge Holdings LLC
August 2, 2016.
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 July 25, 2016, Bats EDGA Exchange, Inc. (the ``Exchange'' or
``EDGA'') filed with the Securities and Exchange Commission
(``Commission'') the proposed rule change as described in Items I, II,
and III 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.
---------------------------------------------------------------------------
\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).
---------------------------------------------------------------------------
I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange filed a proposal to reflect the dissolution of one of
the Exchange's intermediate holding companies, Direct Edge Holdings LLC
(``DEH''), on December 31, 2015, by: (i) Amending the bylaws of the
Exchange's ultimate parent company, Bats Global Markets, Inc. (the
``Corporation''), to remove reference to DEH, as well as Bats Global
Markets Holdings, an intermediate holding company wholly owned by the
Corporation (``BGMH''), (ii) amending the bylaws of the Exchange to
remove reference to DEH, (iii) deleting the DEH certificate of
formation and operating agreement from the Exchange's rules, and (iv)
amending the operating agreement of the Exchange's sole stockholder,
Direct Edge LLC (``DE LLC''), to reflect that DE LLC's sole member is
the Corporation rather than DEH and to make other related changes.
The text of the proposed rule change is available at the Exchange's
Web site at 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 statements may be examined at the places specified in
Item IV below. The
[[Page 52492]]
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
On December 17, 2015, DEH filed a certificate of cancellation with
the State of Delaware, effective December 31, 2015. As a result, DEH
was dissolved, its affairs wound up, and its certificate of formation
and operating agreement were cancelled, each effective December 31,
2015. In connection with DEH's dissolution, the Corporation proposes to
amend its bylaws on-file with the Commission to remove reference to DEH
because the entity no longer exists. The Exchange also proposes to
remove reference to BGMH because inclusion of the reference to BGMH is
unnecessary. Specifically, the applicable provision relates to any
entity in which the Corporation holds an interest and the text the
Exchange proposes to eliminate is a parenthetical that was intended to
provide examples, not an exhaustive list, of such entities.
Similarly, the Exchange intends to amend its bylaws to remove
reference to DEH. Specifically, the Exchange proposes to remove
references to DEH contained in Article XI, Section 2 of the bylaws,
which prohibits members of the boards of affiliated entities from
attending meetings related to the self-regulatory function of the
Exchange.
Because DEH has been dissolved, the Exchange also proposes to
delete the DEH certificate of formation and operating agreement from
the Exchange's rules. Though the DEH certificate of formation did not
have any information pertinent to the Exchange, the Exchange notes that
the DEH operating agreement did contain certain provisions applicable
to the Exchange's status as a self-regulatory organization. For
example, Article X, Section 1 provided that DEH would not interfere
with the Exchange's responsibilities under the Act and Article X,
Section 2 provided that DEH would cooperate with the Exchange in
furtherance of such responsibilities. These provisions and the others
in the operating agreement of DEH related to the Exchange were designed
to impose restrictions upon DEH for so long as DEH indirectly owned the
Exchange or were intended to require cooperation by DEH to ensure that
the Exchange could meet its regulatory obligations. Thus, while the
dissolution of DEH and the proposed elimination of the operating
agreement does remove some provisions applicable to the Exchange, there
is no impact on the Exchange. The Exchange notes that each one of these
provisions is duplicative of a provision included in the operating
agreement of DE LLC. Also, the Exchange notes that the primary
limitations upon the interference with the independence of the Exchange
related to either ownership or governance are contained either in the
organizational documents of Exchange or the Corporation, and not the
organizational documents of any intermediate holding company.
Finally, DE LLC intends to amend and restate its operating
agreement to reflect that DE LLC's sole member is the Corporation
rather than DEH and include the contact information of the member. In
connection with these changes, the Exchange also proposes to reflect
the following changes to the operating agreement of DE LLC: (i) General
language to reflect the amendment and restatement of the operating
agreement; and (ii) restructuring of certain language related to DE
LLC's formation. None of the proposed changed described above requires
a filing with the State of Delaware.
The purpose of this rule filing is to amend the bylaws of the
Corporation, the ultimate parent company of the Exchange, to amend the
bylaws of the Exchange, and to amend and restate the operating
agreement of DE LLC, the sole stockholder of the Exchange, each as
described in this proposal.\5\ The purpose of the rule filing is also
to remove reference to the DEH certificate of formation and operating
agreement, as neither document is still operative. Thus, the changes
described herein only relate to references contained in the bylaws of
the Corporation and the Exchange as well as the operating agreement of
DE LLC, and do not impact the governance of the Exchange. The Exchange
will continue to be governed by its existing certificate of
incorporation and bylaws, as amended by this proposal. The stock in,
and voting power of, the Exchange will continue to be directly and
solely held by DE LLC, and the governance of the Exchange will continue
under its existing structure.
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\5\ The Exchange notes that such changes have already been filed
in connection with corporate documents on-file with the Secretary of
State of Delaware.
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2. Statutory Basis
The Exchange believes that its proposal is consistent with the
requirements of the Act and 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.\6\ In particular, the
proposal is consistent with Section 6(b)(1) of the Act, because it
retains, without modification, the existing limitations on ownership
and total voting power that currently exist and that are designed to
prevent any stockholder from exercising undue control over the
operation of the Exchange and to assure that the Exchange is able to
carry out its regulatory obligations under the Act. Under the proposal,
the Corporation is making certain administrative changes to the bylaws
of the Corporation, the bylaws of the Exchange and the operating
agreement of DE LLC. These changes, however, do not impact the
governance of the Exchange nor do they modify the ownership of the
Corporation.
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\6\ 15 U.S.C. 78f(b).
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(B) Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does not believe that the proposed rule change imposes
any burden on competition. As described above, the proposed rule change
is simply to reflect the dissolution of DEH, including the deletion of
the certificate of formation and operating agreement of DEH and all
references to DEH in the governance documents of the Corporation, the
Exchange, and DE LLC. The Exchange has also proposed to remove an
unnecessary reference in the Corporation's bylaws to BGMH. The changes
described in the proposal do not impact the governance of the Exchange
nor do they modify the ownership of the Corporation.
(C) Self-Regulatory Organization's Statement on Comments on the
Proposed Rule Change Received From Members, Participants or Others
The Exchange has not solicited, and does not intend to solicit,
comments on this proposed rule change. The Exchange has not received
any written comments from members or other interested parties.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
Because the foregoing proposed rule change does not: (A)
Significantly affect the protection of investors or the public
interest; (B) impose any significant burden on competition; and (C) by
its terms, become operative for 30 days from the date on which it was
filed or such shorter time as the Commission
[[Page 52493]]
may designate it has become effective pursuant to Section 19(b)(3)(A)
of the Act \7\ and paragraph (f)(6) of Rule 19b-4 thereunder,\8\ the
Exchange has designated this rule filing as non-controversial. The
Exchange has given the Commission written notice of its intent to file
the proposed rule change, along with a brief description and text of
the proposed rule change at least five business days prior to the date
of filing of the proposed rule change, or such shorter time as
designated by the Commission.
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\7\ 15 U.S.C. 78s(b)(3)(A).
\8\ 17 CFR 240.19b-4.
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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 it appears to the Commission that such action is: (1)
Necessary or appropriate in the public interest; (2) for the protection
of investors; or (3) otherwise in furtherance of the purposes of the
Act. If the Commission takes such action, the Commission shall
institute proceedings to determine whether the proposed rule should be
approved or disapproved.
IV. Solicitation of Comments
Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:
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-BatsEDGA-2016-17 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-BatsEDGA-2016-17. 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 such filing will also 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-BatsEDGA-2016-17 and should
be submitted on or before August 29, 2016.
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\9\ 17 CFR 200.30-3(a)(12).
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\9\
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2016-18700 Filed 8-5-16; 8:45 am]
BILLING CODE 8011-01-P
