Self-Regulatory Organizations; C2 Options Exchange, Incorporated; Order Approving a Proposed Rule Change To Amend the Bylaws and Certificate of Incorporation, 20409-20410 [2017-08699]
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Federal Register / Vol. 82, No. 82 / Monday, May 1, 2017 / Notices
SECURITIES AND EXCHANGE
COMMISSION
Submission for OMB Review;
Comment Request
Upon Written Request, Copies Available
From: Securities and Exchange
Commission, Office of FOIA Services,
100 F Street NE., Washington, DC
20549–2736.
Extension:
Form N–8B–4, SEC File No. 270–180, OMB
Control No. 3235–0247.
srobinson on DSK5SPTVN1PROD with NOTICES
Notice is hereby given that, pursuant
to the Paperwork Reduction Act of 1995
(44 U.S.C. 3501 et seq.) (‘‘PRA’’), the
Securities and Exchange Commission
(‘‘Commission’’) has submitted to the
Office of Management and Budget
(‘‘OMB’’) requests for extension of the
previously approved collection of
information discussed below.
Form N–8B–4 (17 CFR 274.14) is the
form used by face-amount certificate
companies to comply with the filing and
disclosure requirements imposed by
Section 8(b) of the Investment Company
Act of 1940 (15 U.S.C. 80a–8(b)). Among
other items, Form N–8B–4 requires
disclosure of the following information
about the face-amount certificate
company: Date and form of
organization; controlling persons;
current business and contemplated
changes to the company’s business;
investment, borrowing, and lending
policies, as well as other fundamental
policies; securities issued by the
company; investment adviser;
depositaries; management personnel;
compensation paid to directors, officers,
and certain employees; and financial
statements. The Commission uses the
information provided in the collection
of information to determine compliance
with Section 8(b) of the Investment
Company Act of 1940.
Form N–8B–4 and the burden of
compliance have not changed since the
last approval. Each registrant files Form
N–8B–4 for its initial filing and does not
file post-effective amendments to Form
N–8B–4.1 Commission staff estimates
that no respondents will file Form N–
8B–4 each year. There are currently only
four existing face-amount certificate
companies, and none have filed a Form
N–8B–4 in many years. No new faceamount certificate companies have been
1 Pursuant
to Section 30(b)(1) of the Act, each
respondent keeps its registration statement current
through the filing of periodic reports as required by
Section 13 of the Securities Exchange Act of 1934
and the rules thereunder. Post-effective
amendments are filed with the Commission on the
face-amount certificate company’s Form S–1.
Hence, respondents only file Form N–8B–4 for their
initial registration statement and not for posteffective amendments.
VerDate Sep<11>2014
20:35 Apr 28, 2017
Jkt 241001
established since the last OMB
information collection approval for this
form, which occurred in 2014.
Accordingly, the staff estimates that,
each year, no face-amount certificate
companies will file Form N–8B–4, and
that the total burden for the information
collection is zero hours. Although
Commission staff estimates that there is
no hour burden associated with Form
N–8B–4, the staff is requesting a burden
of one hour for administrative purposes.
Estimates of the burden hours are made
solely for the purposes of the PRA and
are not derived from a comprehensive or
even a representative survey or study of
the costs of SEC rules and forms.
The information provided on Form
N–8B–4 is mandatory. The information
provided on Form N–8B–4 will not be
kept confidential. An agency may not
conduct or sponsor, and a person is not
required to respond to, a collection of
information unless it displays a
currently valid control number.
The public may view the background
documentation for this information
collection at the following Web site,
www.reginfo.gov. Comments should be
directed to: (i) Desk Officer for the
Securities and Exchange Commission,
Office of Information and Regulatory
Affairs, Office of Management and
Budget, Room 10102, New Executive
Office Building, Washington, DC 20503,
or by sending an email to: Shagufta_
Ahmed@omb.eop.gov; and (ii) Pamela
Dyson, Director/Chief Information
Officer, Securities and Exchange
Commission, c/o Remi Pavlik-Simon,
100 F Street NE., Washington, DC 20549
or send an email to: PRA_Mailbox@
sec.gov. Comments must be submitted to
OMB within 30 days of this notice.
Dated: April 25, 2017.
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017–08761 Filed 4–28–17; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–80522; File No. SR–C2–
2017–009]
Self-Regulatory Organizations; C2
Options Exchange, Incorporated;
Order Approving a Proposed Rule
Change To Amend the Bylaws and
Certificate of Incorporation
April 25, 2017.
I. Introduction
On February 22, 2017, C2 Options
Exchange, Incorporated (‘‘Exchange’’ or
‘‘C2’’) filed with the Securities and
PO 00000
Frm 00097
Fmt 4703
Sfmt 4703
20409
Exchange Commission (‘‘Commission’’),
pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934
(‘‘Act’’) 1 and Rule 19b–4 thereunder,2 a
proposed rule change to amend its
Bylaws 3 and Certificate of
Incorporation.4 The Commission
published the proposed rule change for
comment in the Federal Register on
March 13, 2017.5 The Commission
received no comments on the proposal.
This order approves the proposed rule
change.
II. Description of the Proposed Rule
Change
First, the Exchange proposes to
amend its Bylaws relating to the Board
of Directors (‘‘Board’’) size range.
Currently, Section 3.1 of the Bylaws
provides that the Board shall consist of
not less than 12 and not more than 16
directors. The Exchange proposes to
change the Board size range such that
the Board shall consist of no less than
five directors. The Exchange also
proposes to make conforming changes to
its Certificate of Incorporation by
amending subparagraph (b) of Article
Fifth to also provide that the Board shall
consist of not less than five directors
and to eliminate the current referenced
range of 12 to 16 directors.6
Second, the Exchange proposes to
eliminate the Exchange-level
Compensation Committee. C2 is
proposing to delete Section 4.3 of the
Bylaws, which provides for the C2
Compensation Committee, and to delete
a reference to the C2 Compensation
Committee in Section 4.1(a) of the
Bylaws (which lists the required Board
committees). C2 also proposes to
eliminate the reference to the C2
Compensation Committee in Section
5.11 of the Bylaws, which provides that
officers are entitled to salaries,
compensation or reimbursement as shall
be fixed or allowed from time to time by
the Board unless otherwise delegated to
the Board’s Compensation Committee or
to senior management. The Exchange
justifies eliminating the C2
Compensation Committee because its
functions largely are duplicative of
1 15
U.S.C. 78s(b)(1).
CFR 240.19b–4.
3 See Amended and Restated Bylaws of C2
Options Exchange, Incorporated (‘‘Bylaws’’).
4 See Amended and Restated Certificate of
Incorporation of C2 Options Exchange, Incorporated
(‘‘Certificate of Incorporation’’).
5 See Securities Exchange Act Release No. 80166
(March 7, 2017), 82 FR 13518 (‘‘Notice’’).
6 Id.
2 17
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01MYN1
20410
Federal Register / Vol. 82, No. 82 / Monday, May 1, 2017 / Notices
those of the Compensation Committee of
its parent company, CBOE Holdings.7
srobinson on DSK5SPTVN1PROD with NOTICES
III. Discussion and Commission
Findings
After careful review, the Commission
finds that the proposed rule change is
consistent with the requirements of
Section 6 of the Act,8 and the rules and
regulations thereunder applicable to a
national securities exchange.9 In
particular, the Commission finds that
the proposed rule change is consistent
with Section 6(b)(1) of the Act,10 which
requires a national securities exchange
to be so organized and have the capacity
to carry out the purposes of the Act and
to comply, and to enforce compliance
by its members and persons associated
with its members, with the provisions of
the Act. The Commission also finds that
the proposed rule change is consistent
with Section 6(b)(3) of the Act,11 which
requires that the rules of a national
securities exchange assure a fair
representation of its members in the
selection of its directors and
administration of its affairs and provide
that one or more directors shall be
representative of issuers and investors
and not be associated with a member of
the exchange, broker, or dealer. The
Commission further finds that the
proposed rule change is consistent with
Section 6(b)(5) of the Act,12 which
requires, among other things, that a
national securities exchange have rules
designed to prevent fraudulent and
manipulative acts and practices, to
promote just and equitable principles of
trade, to foster cooperation and
coordination with persons engaged in
regulating, clearing, settling, processing
information with respect to, and
facilitating transactions in securities, to
remove impediments to and perfect the
mechanism of a free and open market
and a national market system, and, in
general, to protect investors and the
public interest.
In particular, the Commission notes
that the proposal to require at least five
directors for the Board, rather than a
required range of not less than 12 and
not more than 16, is comparable to the
board size requirements stipulated in
the bylaws of at least one other
exchange, which was approved by the
7 Id. at 13518–19. The Exchange notes that the
composition of both committees currently are the
same. See id. at 13518 n.6.
8 15 U.S.C. 78f.
9 In approving this proposed rule change, the
Commission has considered the proposed rule’s
impact on efficiency, competition, and capital
formation. See 15 U.S.C. 78c(f).
10 15 U.S.C. 78f(b)(1).
11 15 U.S.C. 78f(b)(3).
12 15 U.S.C. 78f(b)(5).
VerDate Sep<11>2014
20:35 Apr 28, 2017
Jkt 241001
Commission.13 Importantly, the
Exchange represents that it is not
proposing to amend any of the
compositional requirements of the
Board, including its provision relating
to the fair representation of members,
which are set forth in Section 3.2 of the
Bylaws.14 The Commission notes that
the Exchange represents that, while the
proposal provides the Board with
greater flexibility to determine the size
of the Board without amending the
Bylaws, it will continue to allow the
Exchange to ensure that the Board is of
adequate size and includes directors
with relevant and diverse experience.15
The Exchange also notes that it has no
current plans to change the size of its
Board outside of the original range of
12–16 directors.16
With regard to the proposal to
eliminate the C2 Compensation
Committee, the Commission notes that
this change is comparable to the
governing structures of other exchanges,
which the Commission has previously
approved.17 As more fully set forth in
the Notice, the Exchange explains that
the C2 Compensation Committee’s
responsibilities largely are duplicative
of those of the corresponding
Compensation Committee of CBOE
Holdings, other than to the extent that
the C2 Compensation Committee
recommends the compensation of
executive officers whose compensation
is not already determined by the CBOE
Holdings Compensation Committee.18
Accordingly, under the proposed rule
change, such functions now will be
performed by the CBOE Holdings
Compensation Committee or as
otherwise provided in the Bylaws.19 The
Commission notes that the Exchange
represents that currently, each of the
executive officers whose compensation
would need to be determined by the
Compensation Committee are officers of
both C2 and CBOE Holdings, but should
compensation need to be determined in
the future for any C2 officer who is not
also a CBOE Holdings officer, the C2
Board or C2 senior management will
perform such action without the use of
a compensation committee, as provided
13 See Securities Exchange Act Release No. 69884
(June 27, 2013), 78 FR 40255 (July 3, 2013) (SR–
BYX–2013–013) (providing that the BATS YExchange board of directors will consist of four or
more directors).
14 See Notice, supra note 5, at 13518.
15 See id. at 13519.
16 See id. at 13518 n.3.
17 See e.g., Securities Exchange Act Release No.
60276 (July 9, 2009), 74 FR 34840 (July 17, 2009)
(SR–NASDAQ–2009–042); see also Securities
Exchange Act Release No. 62304 (June 16, 2010), 75
FR 36136 (June 24, 2010) (SR–NYSEArca–2010–31).
18 See Notice, supra note 5, at 13518–9.
19 Id.
PO 00000
Frm 00098
Fmt 4703
Sfmt 4703
for in Section 5.11 of the Bylaws.20
Further, the Commission notes that the
C2 Regulatory Oversight and
Compliance Committee (‘‘ROCC’’) of the
Board will continue to recommend to
the Board the compensation for the
Chief Regulatory Officer and any Deputy
Chief Regulatory Officers, and this
process is not be affected by this
proposed rule change.
For the reasons noted above, the
Commission finds that the proposed
rule change is consistent with the Act.
IV. Conclusion
It is therefore ordered, pursuant to
Section 19(b)(2) of the Act,21 that the
proposed rule change (SR–C2–2017–
009) be, and hereby is, approved.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.22
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017–08699 Filed 4–28–17; 8:45 am]
BILLING CODE 8011–01–P
SMALL BUSINESS ADMINISTRATION
Reporting and Recordkeeping
Requirements Under OMB Review
Small Business Administration.
30-Day notice.
AGENCY:
ACTION:
The Small Business
Administration (SBA) is publishing this
notice to comply with requirements of
the Paperwork Reduction Act (PRA),
which requires agencies to submit
proposed reporting and recordkeeping
requirements to OMB for review and
approval, and to publish a notice in the
Federal Register notifying the public
that the agency has made such a
submission. This notice also allows an
additional 30 days for public comments.
DATES: Submit comments on or before
May 31, 2017.
ADDRESSES: Comments should refer to
the information collection by name and/
or OMB Control Number and should be
sent to: Agency Clearance Officer, Curtis
Rich, Small Business Administration,
409 3rd Street SW., 5th Floor,
Washington, DC 20416; and SBA Desk
Officer, Office of Information and
Regulatory Affairs, Office of
Management and Budget, New
SUMMARY:
20 See Bylaws Section 5.11 (providing that
‘‘[o]fficers of the Corporation shall be entitled to
such salaries, compensation or reimbursement as
shall be fixed or allowed from time to time by the
Board unless otherwise delegated to the
Compensation Committee of the Board or to
members of senior management’’).
21 15 U.S.C. 78s(b)(2).
22 17 CFR 200.30–3(a)(12).
E:\FR\FM\01MYN1.SGM
01MYN1
]]>Agencies
[Federal Register Volume 82, Number 82 (Monday, May 1, 2017)]
[Notices]
[Pages 20409-20410]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2017-08699]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-80522; File No. SR-C2-2017-009]
Self-Regulatory Organizations; C2 Options Exchange, Incorporated;
Order Approving a Proposed Rule Change To Amend the Bylaws and
Certificate of Incorporation
April 25, 2017.
I. Introduction
On February 22, 2017, C2 Options Exchange, Incorporated
(``Exchange'' or ``C2'') filed with the Securities and Exchange
Commission (``Commission''), pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934 (``Act'') \1\ and Rule 19b-4
thereunder,\2\ a proposed rule change to amend its Bylaws \3\ and
Certificate of Incorporation.\4\ The Commission published the proposed
rule change for comment in the Federal Register on March 13, 2017.\5\
The Commission received no comments on the proposal. This order
approves the proposed rule change.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
\3\ See Amended and Restated Bylaws of C2 Options Exchange,
Incorporated (``Bylaws'').
\4\ See Amended and Restated Certificate of Incorporation of C2
Options Exchange, Incorporated (``Certificate of Incorporation'').
\5\ See Securities Exchange Act Release No. 80166 (March 7,
2017), 82 FR 13518 (``Notice'').
---------------------------------------------------------------------------
II. Description of the Proposed Rule Change
First, the Exchange proposes to amend its Bylaws relating to the
Board of Directors (``Board'') size range. Currently, Section 3.1 of
the Bylaws provides that the Board shall consist of not less than 12
and not more than 16 directors. The Exchange proposes to change the
Board size range such that the Board shall consist of no less than five
directors. The Exchange also proposes to make conforming changes to its
Certificate of Incorporation by amending subparagraph (b) of Article
Fifth to also provide that the Board shall consist of not less than
five directors and to eliminate the current referenced range of 12 to
16 directors.\6\
---------------------------------------------------------------------------
\6\ Id.
---------------------------------------------------------------------------
Second, the Exchange proposes to eliminate the Exchange-level
Compensation Committee. C2 is proposing to delete Section 4.3 of the
Bylaws, which provides for the C2 Compensation Committee, and to delete
a reference to the C2 Compensation Committee in Section 4.1(a) of the
Bylaws (which lists the required Board committees). C2 also proposes to
eliminate the reference to the C2 Compensation Committee in Section
5.11 of the Bylaws, which provides that officers are entitled to
salaries, compensation or reimbursement as shall be fixed or allowed
from time to time by the Board unless otherwise delegated to the
Board's Compensation Committee or to senior management. The Exchange
justifies eliminating the C2 Compensation Committee because its
functions largely are duplicative of
[[Page 20410]]
those of the Compensation Committee of its parent company, CBOE
Holdings.\7\
---------------------------------------------------------------------------
\7\ Id. at 13518-19. The Exchange notes that the composition of
both committees currently are the same. See id. at 13518 n.6.
---------------------------------------------------------------------------
III. Discussion and Commission Findings
After careful review, the Commission finds that the proposed rule
change is consistent with the requirements of Section 6 of the Act,\8\
and the rules and regulations thereunder applicable to a national
securities exchange.\9\ In particular, the Commission finds that the
proposed rule change is consistent with Section 6(b)(1) of the Act,\10\
which requires a national securities exchange to be so organized and
have the capacity to carry out the purposes of the Act and to comply,
and to enforce compliance by its members and persons associated with
its members, with the provisions of the Act. The Commission also finds
that the proposed rule change is consistent with Section 6(b)(3) of the
Act,\11\ which requires that the rules of a national securities
exchange assure a fair representation of its members in the selection
of its directors and administration of its affairs and provide that one
or more directors shall be representative of issuers and investors and
not be associated with a member of the exchange, broker, or dealer. The
Commission further finds that the proposed rule change is consistent
with Section 6(b)(5) of the Act,\12\ which requires, among other
things, that a national securities exchange have rules designed to
prevent fraudulent and manipulative acts and practices, to promote just
and equitable principles of trade, to foster cooperation and
coordination with persons engaged in regulating, clearing, settling,
processing information with respect to, and facilitating transactions
in securities, to remove impediments to and perfect the mechanism of a
free and open market and a national market system, and, in general, to
protect investors and the public interest.
---------------------------------------------------------------------------
\8\ 15 U.S.C. 78f.
\9\ In approving this proposed rule change, the Commission has
considered the proposed rule's impact on efficiency, competition,
and capital formation. See 15 U.S.C. 78c(f).
\10\ 15 U.S.C. 78f(b)(1).
\11\ 15 U.S.C. 78f(b)(3).
\12\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------
In particular, the Commission notes that the proposal to require at
least five directors for the Board, rather than a required range of not
less than 12 and not more than 16, is comparable to the board size
requirements stipulated in the bylaws of at least one other exchange,
which was approved by the Commission.\13\ Importantly, the Exchange
represents that it is not proposing to amend any of the compositional
requirements of the Board, including its provision relating to the fair
representation of members, which are set forth in Section 3.2 of the
Bylaws.\14\ The Commission notes that the Exchange represents that,
while the proposal provides the Board with greater flexibility to
determine the size of the Board without amending the Bylaws, it will
continue to allow the Exchange to ensure that the Board is of adequate
size and includes directors with relevant and diverse experience.\15\
The Exchange also notes that it has no current plans to change the size
of its Board outside of the original range of 12-16 directors.\16\
---------------------------------------------------------------------------
\13\ See Securities Exchange Act Release No. 69884 (June 27,
2013), 78 FR 40255 (July 3, 2013) (SR-BYX-2013-013) (providing that
the BATS Y-Exchange board of directors will consist of four or more
directors).
\14\ See Notice, supra note 5, at 13518.
\15\ See id. at 13519.
\16\ See id. at 13518 n.3.
---------------------------------------------------------------------------
With regard to the proposal to eliminate the C2 Compensation
Committee, the Commission notes that this change is comparable to the
governing structures of other exchanges, which the Commission has
previously approved.\17\ As more fully set forth in the Notice, the
Exchange explains that the C2 Compensation Committee's responsibilities
largely are duplicative of those of the corresponding Compensation
Committee of CBOE Holdings, other than to the extent that the C2
Compensation Committee recommends the compensation of executive
officers whose compensation is not already determined by the CBOE
Holdings Compensation Committee.\18\ Accordingly, under the proposed
rule change, such functions now will be performed by the CBOE Holdings
Compensation Committee or as otherwise provided in the Bylaws.\19\ The
Commission notes that the Exchange represents that currently, each of
the executive officers whose compensation would need to be determined
by the Compensation Committee are officers of both C2 and CBOE
Holdings, but should compensation need to be determined in the future
for any C2 officer who is not also a CBOE Holdings officer, the C2
Board or C2 senior management will perform such action without the use
of a compensation committee, as provided for in Section 5.11 of the
Bylaws.\20\ Further, the Commission notes that the C2 Regulatory
Oversight and Compliance Committee (``ROCC'') of the Board will
continue to recommend to the Board the compensation for the Chief
Regulatory Officer and any Deputy Chief Regulatory Officers, and this
process is not be affected by this proposed rule change.
---------------------------------------------------------------------------
\17\ See e.g., Securities Exchange Act Release No. 60276 (July
9, 2009), 74 FR 34840 (July 17, 2009) (SR-NASDAQ-2009-042); see also
Securities Exchange Act Release No. 62304 (June 16, 2010), 75 FR
36136 (June 24, 2010) (SR-NYSEArca-2010-31).
\18\ See Notice, supra note 5, at 13518-9.
\19\ Id.
\20\ See Bylaws Section 5.11 (providing that ``[o]fficers of the
Corporation shall be entitled to such salaries, compensation or
reimbursement as shall be fixed or allowed from time to time by the
Board unless otherwise delegated to the Compensation Committee of
the Board or to members of senior management'').
---------------------------------------------------------------------------
For the reasons noted above, the Commission finds that the proposed
rule change is consistent with the Act.
IV. Conclusion
It is therefore ordered, pursuant to Section 19(b)(2) of the
Act,\21\ that the proposed rule change (SR-C2-2017-009) be, and hereby
is, approved.
---------------------------------------------------------------------------
\21\ 15 U.S.C. 78s(b)(2).
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\22\
---------------------------------------------------------------------------
\22\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-08699 Filed 4-28-17; 8:45 am]
BILLING CODE 8011-01-P
