[Federal Register Volume 81, Number 13 (Thursday, January 21, 2016)]
[Notices]
[Pages 3506-3512]
[FR Doc No: 2016-01052]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-76900; File No. SR-NYSE-2016-02]

Self-Regulatory Organizations; New York Stock Exchange LLC;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change
Amending the Fees for NYSE OpenBook

January 14, 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 January 4, 2016, 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 amend the fees for NYSE OpenBook to: (1)
Establish a multiple data feed fee; (2) discontinue fees relating to
managed non-display; (3) modify the application of the access fee; and
(4) modify the application of the non-professional user fee cap. 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 amend the fees for NYSE OpenBook,\4\ as
set forth on the NYSE Proprietary Market Data Fee Schedule (``Fee
Schedule''). The Exchange proposes to make the following fee changes
effective January 4, 2016:
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    \4\ See Securities Exchange Act Release Nos. 57861 (May 23,
2008), 73 FR 31905 (June 4, 2008) (SR-NYSE-2008-42) (``2008 NYSE
OpenBook Notice''), 59544 (Mar. 9, 2009), 74 FR 11162 (March 16,
2009) (SR-NYSE-2008-131) (``2009 NYSE OpenBook Order'') and 62038
(May 5, 2010), 75 FR 26825 (May 12, 2010) (SR-NYSE-2010-22). See
also Securities Exchange Act Release Nos. 69278 (April 2, 2013), 78
FR 20973 (April 8, 2013) (SR-NYSE-2013-25) (``2013 Non-Display
Filing''), 72923 (Aug. 26, 2014), 79 FR 52079 (Sept. 2, 2014) (SR-
NYSE-2014-43) (``2014 Non-Display Filing'') and 74027 (Jan. 9,
2015), 80 FR 2148 (Jan. 15, 2015) (SR-NYSE-2014-76) (``2015 NYSE
OpenBook Notice'').
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     Establish a multiple data feed fee;
     Discontinue fees relating to managed non-display; and
     Modify the application of the access fee.
    The Exchange also proposes to modify the application of the non-
professional fee cap, effective April 1, 2016.
Multiple Data Feed Fee
    The Exchange proposes to establish a new monthly fee, the
``Multiple Data Feed Fee,'' that would apply to data recipients that
take a data feed for a market data product in more than two locations.
Data recipients taking NYSE OpenBook in more than two locations would
be charged $200 per additional location per month. No new reporting
would be required.\5\
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    \5\ Data vendors currently report a unique Vendor Account Number
for each location at which they provide a data feed to a data
recipient. The Exchange considers each Vendor Account Number a
location. For example, if a data recipient has five Vendor Account
Numbers, representing five locations, for the receipt of the NYSE
OpenBook product, that data recipient will pay the Multiple Data
Feed fee with respect to three of the five locations.

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Managed Non-Display Fees
    Non-Display Use of NYSE market data means accessing, processing, or
consuming NYSE market data delivered via direct and/or Redistributor
\6\ data feeds for a purpose other than in support of a data
recipient's display usage or further internal or external
redistribution.\7\ Managed Non-Display Services fees apply when a data
recipient's non-display applications are hosted by a Redistributor that
has been approved for Managed Non-Display Services.\8\ A Redistributor
approved for Managed Non-Display Services manages and controls the
access to NYSE OpenBook and does not allow for further internal
distribution or external redistribution of NYSE OpenBook by the data
recipients. A Redistributor approved for Managed Non-Display Services
is required to report to NYSE on a monthly basis the data recipients
that are receiving NYSE market data through the Redistributor's managed
non-display service and the real-time NYSE market data products that
such data recipients are receiving through such service. Recipients of
data through Managed Non-Display Service have no additional reporting
requirements. Data recipients that receive NYSE OpenBook from an
approved Redistributor of Managed Non-Display Services are charged an
access fee of $2,500 per month and a Managed Non-Display Services Fee
of $2,400 per month, for a total fee of $4,900 per month.
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    \6\ ``Redistributor'' means a vendor or any other person that
provides an NYSE data product to a data recipient or to any system
that a data recipient uses, irrespective of the means of
transmission or access.
    \7\ See e.g. 2015 NYSE OpenBook Notice, supra note 4.
    \8\ To be approved for Managed Non-Display Services, a
Redistributor must manage and control the access to NYSE OpenBook
for data recipients' non-display applications and not allow for
further internal distribution or external redistribution of the
information by data recipients. In addition, the Redistributor is
required to (a) host the data recipients' non-display applications
in equipment located in the Redistributor's data center and/or
hosted space/cage and (b) offer NYSE OpenBook in the Redistributor's
own messaging formats (rather than using raw NYSE message formats)
by reformatting and/or altering NYSE OpenBook prior to
retransmission without affecting the integrity of NYSE OpenBook and
without rendering NYSE OpenBook inaccurate, unfair, uninformative,
fictitious, misleading or discriminatory.
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    The Exchange proposes to discontinue the fees related to Managed
Non-Display Services because of the limited number of Redistributors
that have qualified for Managed Non-Display Services and the
administrative burdens associated with the program in light of the
limited number of Redistributors that have qualified for Managed Non-
Display Services. As proposed, all data recipients currently using NYSE
OpenBook on a managed non-display basis would be subject to the same
access fee of $5,000 per month, and the same non-display services
fees,\9\ as other data recipients.\10\
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    \9\ See Fee Schedule.
    \10\ In order to harmonize its approach to fees for its market
data products, the Exchange is simultaneously proposing to remove
fees related to Managed Non-Display Services for NYSE BBO, NYSE
Trades, and NYSE Order Imbalances. See SR-NYSE-2016-03 and SR-NYSE-
2016-04. The fees applicable to the NYSE Integrated market data
product effective as of January 4, 2016 do not include Managed Non-
Display Services fees.
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Modification of the Application of the Access Fee
    The Exchange proposes to make two changes to the application of the
access fee for NYSE OpenBook.
    First, each NYSE OpenBook data feed recipient currently pays a
monthly $5,000 access fee for NYSE OpenBook. Recipients of NYSE
OpenBook that also receive NYSE BBO and NYSE Order Imbalances do not
currently pay an access fee for NYSE BBO and NYSE Order Imbalances.\11\
The Exchange proposes to amend the NYSE OpenBook access fee so that
recipients of NYSE OpenBook who also receive NYSE BBO or NYSE Order
Imbalances would be required to pay a separate access fees for NYSE BBO
($1,500 per month) and/or NYSE Order Imbalances ($500 per month) in
addition to the access fee for NYSE OpenBook. This change would have no
impact on customers who do not receive NYSE OpenBook but who do receive
NYSE BBO or NYSE Order Imbalances.
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    \11\ See 2009 NYSE OpenBook Order, supra note 4, at 11163.
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    Second, NYSE OpenBook is currently available in two forms: NYSE
OpenBook Aggregated (formerly known as NYSE OpenBook Realtime) and NYSE
OpenBook Ultra. NYSE OpenBook Aggregated distributes the Exchange's
limit order data in real-time at intervals of one second. NYSE OpenBook
Ultra makes available limit order data in real-time upon receipt of
each displayed limit order.\12\
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    \12\ See 2008 NYSE OpenBook Notice, supra note 4. NYSE OpenBook
Ultra also includes information regarding the changes in limit order
interest, provides more precise timestamp resolution (microseconds)
and provides a format that is optimized for speed and
recoverability.
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    When the Exchange introduced NYSE OpenBook Ultra, the Exchange
represented that it would continue to support and make available NYSE
OpenBook Aggregated as an optional alternative without additional or
different fees or terms.\13\ At that time, the Exchange stated that it
anticipated reassessing its pricing for NYSE OpenBook, and that it
might restructure or modify the charges applicable to the NYSE OpenBook
Aggregated and NYSE OpenBook Ultra packages. Currently, recipients of
NYSE OpenBook Aggregated and NYSE OpenBook Ultra pay an access of
$5,000 per month whether they receive one or both products. The
Exchange proposes to charge separate access fees for each of NYSE
OpenBook Ultra and NYSE OpenBook Aggregated. As proposed, the Exchange
would charge an access fee of $5,000 per month for NYSE OpenBook
Aggregated and an access fee of $5,000 per month for NYSE OpenBook
Ultra.\14\
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    \13\ See 2008 NYSE OpenBook Notice, supra note 4, at 31906.
    \14\ All other fees applicable to NYSE OpenBook will continue to
apply as they do currently, whether a data recipient receives one or
both of NYSE OpenBook Aggregated and NYSE OpenBook Ultra.
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Non-Professional User Fee Cap
    For display use of the NYSE OpenBook data feed, the Fee Schedule
sets forth a Professional User Fee of $60 per user per month and a Non-
Professional User Fee of $15 per user per month. These user fees
generally apply to each display device that has access to NYSE
OpenBook.
    For customers that are broker-dealers, these fees are subject to a
$25,000 per month cap on non-professional user fees (the ``Non-
Professional User Fee Cap'').\15\ In 2009, the Exchange adopted
guidelines under which the broker-dealer would be eligible for the Non-
Professional User Fee Cap notwithstanding the inclusion, temporarily or
unintentionally, of a limited number of account-holding professional
users (the ``Professional User Exception''), subject to a complex set
of conditions relating to the percentage of professional users, the
relationship of those professional users to the broker-dealer, and the
method of

display and use of the data.\16\ The Exchange proposed the Professional
User Exception to the Non-Professional User Fee Cap to permit broker-
dealers that primarily serve non-institutional brokerage account
holders to offer an online client experience without undue
administrative burdens while at the same time guarding against
potential abuses by monitoring the use of the exception closely and
reserving the right to deny application of the exception if a broker-
dealer is determined to be misusing it, such as by opening up retail
brokerage accounts to disseminate data to institutional clients.
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    \15\ See 2009 NYSE OpenBook Order, supra note 4. The 2009 NYSE
OpenBook Order described the $25,000 fee cap as being subject to
increase or decrease by the percentage increase or decrease in the
annual cost-of-living adjustment (``COLA'') that the U.S. Social
Security Administration applies to Supplemental Security Income for
the calendar year preceding that subsequent calendar year. Although
COLAs have represented increases in each year since this fee was
adopted in 2009 (https://www.ssa.gov/oact/cola/colaseries.html, last
visited on November 30, 2015), the Exchange has waived its right to
implement the increases it would have been entitled to implement and
has not increased the fee cap commensurate with the intervening
COLAs and hereby proposes to set the fee cap at a constant $25,000
per month that would not be subject to COLA adjustments.
    \16\ See 2009 NYSE OpenBook Order, supra note 3 at 11164. The
Professional User Exception provided that a broker-dealer could
include professional Subscribers in the calculation of the monthly
maximum amount for the Non-Professional User Fee Cap if: (i)
Nonprofessional Subscribers comprise no less than 95 percent of the
pool of Subscribers that are included in the calculation; (ii) each
professional Subscriber included in the calculation maintains an
active brokerage account directly with the broker-dealer (that is,
with the broker-dealer rather than with a correspondent firm of the
broker dealer); and (iii) each professional Subscriber that is
included in the calculation is not affiliated with the broker-dealer
or any of its affiliates; (iv) all Subscribers receive access to the
identical service, regardless of whether the Subscribers are
professional Subscribers or nonprofessional Subscribers; (v) upon
discovery of the inclusion in the cap of an individual that does not
qualify as a nonprofessional Subscriber, the broker-dealer takes
reasonable action to reclassify and report that individual as a
professional Subscriber during the immediately following reporting
period. Notwithstanding (iii) and (v), the broker-dealer could
include a professional Subscriber that is affiliated with the
broker-dealer or its affiliates (subject to (i) and (ii)) if he or
she accesses market data on-line through his or her personal account
solely for the non-business purpose of managing his or her own
portfolio. Notwithstanding (v), professional Subscribers may
constitute up to five percent of the pool of Subscribers that the
broker-dealer includes in the calculation of the monthly maximum
amount if those professional Subscribers can only view data derived
from through the Subscriber's online brokerage account and only in
an inquiry/response per-quote display (i.e., not in a streaming
display).
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    The Exchange proposes to eliminate the Professional User Exception
for NYSE OpenBook effective April 1, 2016. The Exchange notes the
Professional User Exception was an accommodation, the benefits of which
were, when implemented, outweighed by the complexity of the terms of
the exception and the burdens on customers and on the Exchange that
have to track compliance with the exception. In addition, the Exchange
notes that the Professional User Exception has been used by a small
number of customers since it was adopted.
    Accordingly, as proposed, the Non-Professional User Fee Cap would
no longer include any professional users that receive NYSE OpenBook
data feed and the Professional User fee of $60 per user per month would
apply with respect to all Professional Users.
Non-Substantive Change to the Fee Schedule
    Non-Display Use fees for NYSE OpenBook include the Non-Display Use
of NYSE BBO and NYSE Order Imbalances for customers paying NYSE
OpenBook non-display fees that also pay access fees for NYSE BBO and
NYSE Order Imbalances.\17\ The Exchange proposes to describe this
application of the Non-Display Use fees in note 1 to the Fee
Schedule.\18\
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    \17\ See 2013 Non-Display Filing, supra note 4, at 20976.
    \18\ The Exchange added a similar note, Note 1(b), to the Fee
Schedule in connection with the addition of fees for the NYSE
Integrated Feed. See Securities Exchange Act Release No. 76485 (Nov.
20, 2015), 80 FR 74158 (Nov. 27, 2015) (SR-NYSE-2015-57).
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2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent
with the provisions of Section 6 of the Act,\19\ in general, and
Sections 6(b)(4) and 6(b)(5) of the Act,\20\ in particular, in that it
provides an equitable allocation of reasonable fees among users and
recipients of the data and is not designed to permit unfair
discrimination among customers, issuers, and brokers.
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    \19\ 15 U.S.C. 78f(b).
    \20\ 15 U.S.C. 78f(b)(4), (5).
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    The fees are also equitable and not unfairly discriminatory because
they will apply to all data recipients that choose to subscribe to NYSE
OpenBook.
Multiple Data Feed Fee
    The Exchange believes that it is reasonable to require data
recipients to pay a modest additional fee [sic] taking a data feed for
a market data product in more than two locations, because such data
recipients can derive substantial value from being able to consume the
product in as many locations as they want. In addition, there are
administrative burdens associated with tracking each location at which
a data recipient receives the product. The Multiple Data Feed Fee is
designed to encourage data recipients to better manage their requests
for additional data feeds and to monitor their usage of data feeds. The
proposed fee is designed to apply to data feeds received in more than
two locations so that each data recipient can have one primary and one
backup data location before having to pay a multiple data feed fee. The
Exchange notes that this pricing is consistent with similar pricing
adopted in 2013 by the Consolidated Tape Association (``CTA'').\21\ The
Exchange also notes that the OPRA Plan imposes a similar charge of $100
per connection for circuit connections in addition to the primary and
backup connections.\22\
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    \21\ See Securities Exchange Act Release No. 70010 (July 19,
2013), 78 FR 44984 (July 25, 2013) (SR-CTA/CQ-2013-04).
    \22\ See ``Direct Access Fee,'' Options Price Reporting
Authority Fee Schedule Fee Schedule PRA Plan at http://www.opradata.com/pdf/fee_schedule.pdf.
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Managed Non-Display Fees
    The Exchange believes that it is reasonable to discontinue Managed
Non-Display Fees. As the Exchange noted in the 2013 Non-Display Filing,
the Exchange determined at that time that its fee structure, which was
then based primarily on counting both display and non-display devices,
was no longer appropriate in light of market and technology
developments. Since then, the Exchange also modified its approach to
display and non-display fees with changes to the fees as reflected in
the 2014 Non-Display Filing.\23\ Discontinuing the fees applicable to
Managed Non-Display as proposed reflects the Exchange's continuing
review and consideration of the application of non-display fees, and
would harmonize and simplify the application of Non-Display Use fees by
applying them consistently to all users. In particular, after further
experience with the application of non-display use fees, the Exchange
believes that it is more equitable and less discriminatory to
discontinue the distinction for Managed Non-Display services because
all data recipients using data on a non-display basis are using it in a
comparable way and should be subject to similar fees regardless of
whether or not they receive the data directly from the Exchange. The
Exchange believes that applying the same non-display fees to all data
recipients on the same basis better reflects the significant value of
non-display data to data recipients and eliminates what is effectively
a discount for certain data recipients, and as such is not unfairly
discriminatory. The Exchange believes that the non-display fees
directly and appropriately reflect the significant value of using non-
display data in a wide range of computer-automated functions relating
to both trading and non-trading activities and that the number and
range of these functions continue to grow through innovation and
technology developments.
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    \23\ See note 4, supra.

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Modifications To Access Fees
    The Exchange believes that it is reasonable to make the changes
proposed to the application of access fees for NYSE OpenBook. In both
cases, the Exchange believes the proposed changes will make the
application of the access fees to each of products so that an access
fee entitles a customer to receive, for the applicable product, a data
feed or feeds. Specifically, data recipients that take the NYSE
OpenBook, NYSE BBO and/or NYSE Order Imbalances products receive value
from each separate product they choose to take. A data recipient that
chooses to take multiple products that contain overlapping data (no
recipient is required to take any of these products, or any specific
combination of them) uses each product in a different way and therefore
obtains different value from each. Similarly, the Exchange believes
that it is reasonable to apply separate access fees for each of NYSE
OpenBook Ultra and NYSE OpenBook Aggregated. First, applying an access
fee to each product would bring consistency to the Exchange's
application of access. Second, because NYSE OpenBook Ultra and NYSE
OpenBook Aggregated provide the Exchange's depth of book data in
different forms, data recipients that choose to receive and utilize
both forms get separate value from each. The Exchange believes that
each product has a separate and distinct value that is appropriate to
reflect in a separate access fee. Finally, the requirement to pay
separate access fees for each market data product is equitable and not
unfairly discriminatory because it would apply to all data recipients
and appropriately reflects the value of each product to those who
choose to use them.
Non-Professional User Fee Cap
    The Exchange believes that it is reasonable to modify the
application of the non-professional user fee cap by eliminating the
Professional User Exception. The Exchange notes that the Professional
User Exception was an accommodation, the benefits of which were, when
implemented, outweighed by the complexity of the terms of, and tracking
compliance with, the exception. Eliminating the Professional User
Exception would make the application of the Non-Professional User Fee
Cap simpler by removing an administrative exception that has had very
limited use and application.

Non-Substantive Changes to the Fee Schedule

    The Exchange believes that adding a note to the Fee Schedule to
reflect that Non-Display Use fees for NYSE OpenBook include the Non-
Display Use of NYSE BBO and NYSE Order Imbalances for customers paying
NYSE OpenBook non-display fees that are also paying access fees for
NYSE BBO and NYSE Order Imbalances will remove impediments to and help
perfect a free and open market by providing greater transparency for
the Exchange's customers regarding the application of non-display use
fees that have been previously filed with the Commission and are
applicable to the existing Fee Schedule. \24\
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    \24\ See 2013 Non-Display Filing, supra note 4, at 20976.
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    The Exchange notes that NYSE OpenBook is entirely optional. The
Exchange is not required to make NYSE OpenBook available or to offer
any specific pricing alternatives to any customers, nor is any firm
required to purchase NYSE OpenBook. Firms that do purchase NYSE
OpenBook do so for the primary goals of using it to increase revenues,
reduce expenses, and in some instances compete directly with the
Exchange (including for order flow); those firms are able to determine
for themselves whether NYSE OpenBook or any other similar products are
attractively priced or not.\25\
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    \25\ See, e.g., Proposing Release on Regulation of NMS Stock
Alternative Trading Systems, Securities Exchange Act Release No.
76474 (Nov. 18, 2015) (File No. S7-23-15). See also, ``Brokers
Warned Not to Steer Clients' Stock Trades Into Slow Lane,''
Bloomberg Business, December 14, 2015 (Sigma X dark pool to use
direct exchange feeds as the primary source of price data).
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    Firms that do not wish to purchase NYSE OpenBook at the new prices
have a variety of alternative market data products from which to
choose,\26\ or if NYSE OpenBook does not provide sufficient value to
firms as offered based on the uses those firms have or planned to make
of it, such firms may simply choose to conduct their business
operations in ways that do not use NYSE OpenBook or use it at different
levels or in different configurations. The Exchange notes that broker-
dealers are not required to purchase proprietary market data to comply
with their best execution obligations.\27\
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    \26\ See NASDAQ Rule 7023 (Nasdaq Totalview) and BATS Rule
11.22(a) and (c) (BATS TCP Pitch and Multicast Pitch).
    \27\ See FINRA Regulatory Notice 15-46, ``Best Execution,''
November 2015.
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    The decision of the United States Court of Appeals for the District
of Columbia Circuit in NetCoalition v. SEC, 615 F.3d 525 (D.C. Cir.
2010), upheld reliance by the Securities and Exchange Commission
(``Commission'') upon the existence of competitive market mechanisms to
set reasonable and equitably allocated fees for proprietary market
data:
    In fact, the legislative history indicates that the Congress
intended that the market system `evolve through the interplay of
competitive forces as unnecessary regulatory restrictions are removed'
and that the SEC wield its regulatory power `in those situations where
competition may not be sufficient,' such as in the creation of a
`consolidated transactional reporting system.'
    Id. at 535 (quoting H.R. Rep. No. 94-229 at 92 (1975), as reprinted
in 1975 U.S.C.C.A.N. 323). The court agreed with the Commission's
conclusion that ``Congress intended that `competitive forces should
dictate the services and practices that constitute the U.S. national
market system for trading equity securities.' '' \28\
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    \28\ NetCoalition, 615 F.3d at 535.
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    As explained below in the Exchange's Statement on Burden on
Competition, the Exchange believes that there is substantial evidence
of competition in the marketplace for proprietary market data and that
the Commission can rely upon such evidence in concluding that the fees
established in this filing are the product of competition and therefore
satisfy the relevant statutory standards. In addition, the existence of
alternatives to these data products, such as consolidated data and
proprietary data from other sources, as described below, further
ensures that the Exchange cannot set unreasonable fees, or fees that
are unreasonably discriminatory, when vendors and subscribers can
select such alternatives.
    As the NetCoalition decision noted, the Commission is not required
to undertake a cost-of-service or ratemaking approach. The Exchange
believes that, even if it were possible as a matter of economic theory,
cost-based pricing for proprietary market data would be so complicated
that it could not be done practically or offer any significant
benefits.\29\
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    \29\ The Exchange believes that cost-based pricing would be
impractical because it would create enormous administrative burdens
for all parties and the Commission to cost-regulate a large number
of participants and standardize and analyze extraordinary amounts of
information, accounts, and reports. In addition, and as described
below, it is impossible to regulate market data prices in isolation
from prices charged by markets for other services that are joint
products. Cost-based rate regulation would also lead to litigation
and may distort incentives, including those to minimize costs and to
innovate, leading to further waste. Under cost-based pricing, the
Commission would be burdened with determining a fair rate of return,
and the industry could experience frequent rate increases based on
escalating expense levels. Even in industries historically subject
to utility regulation, cost-based ratemaking has been discredited.
As such, the Exchange believes that cost-based ratemaking would be
inappropriate for proprietary market data and inconsistent with
Congress's direction that the Commission use its authority to foster
the development of the national market system, and that market
forces will continue to provide appropriate pricing discipline. See
Appendix C to NYSE's comments to the Commission's 2000 Concept
Release on the Regulation of Market Information Fees and Revenues,
which can be found on the Commission's Web site at http://www.sec.gov/rules/concept/s72899/buck1.htm.

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    For these reasons, the Exchange believes that the proposed fees are
reasonable, equitable, and not unfairly discriminatory.

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. An exchange's ability to
price its proprietary market data feed products is constrained by
actual competition for the sale of proprietary market data products,
the joint product nature of exchange platforms, and the existence of
alternatives to the Exchange's proprietary data.
The Existence of Actual Competition
    The market for proprietary data products is currently competitive
and inherently contestable because there is fierce competition for the
inputs necessary for the creation of proprietary data and strict
pricing discipline for the proprietary products themselves. Numerous
exchanges compete with one another for listings and order flow and
sales of market data itself, providing ample opportunities for
entrepreneurs who wish to compete in any or all of those areas,
including producing and distributing their own market data. Proprietary
data products are produced and distributed by each individual exchange,
as well as other entities, in a vigorously competitive market. Indeed,
the U.S. Department of Justice (``DOJ'') (the primary antitrust
regulator) has expressly acknowledged the aggressive actual competition
among exchanges, including for the sale of proprietary market data. In
2011, the DOJ stated that exchanges ``compete head to head to offer
real-time equity data products. These data products include the best
bid and offer of every exchange and information on each equity trade,
including the last sale.'' \30\
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    \30\ Press Release, U.S. Department of Justice, Assistant
Attorney General Christine Varney Holds Conference Call Regarding
NASDAQ OMX Group Inc. and IntercontinentalExchange Inc. Abandoning
Their Bid for NYSE Euronext (May 16, 2011), available at http://www.justice.gov/iso/opa/atr/speeches/2011/at-speech-110516.html; see
also Complaint in U.S. v. Deutsche Borse AG and NYSE Euronext, Case
No. 11-cv-2280 (DC Dist.) ] 24 (``NYSE and Direct Edge compete head-
to-head . . . in the provision of real-time proprietary equity data
products.'').
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    Moreover, competitive markets for listings, order flow, executions,
and transaction reports provide pricing discipline for the inputs of
proprietary data products and therefore constrain markets from
overpricing proprietary market data. Broker-dealers send their order
flow and transaction reports to multiple venues, rather than providing
them all to a single venue, which in turn reinforces this competitive
constraint. As a 2010 Commission Concept Release noted, the ``current
market structure can be described as dispersed and complex'' with
``trading volume . . . dispersed among many highly automated trading
centers that compete for order flow in the same stocks'' and ``trading
centers offer[ing] a wide range of services that are designed to
attract different types of market participants with varying trading
needs.'' \31\ More recently, SEC Chair Mary Jo White has noted that
competition for order flow in exchange-listed equities is ``intense''
and divided among many trading venues, including exchanges, more than
40 alternative trading systems, and more than 250 broker-dealers.\32\
---------------------------------------------------------------------------

    \31\ Concept Release on Equity Market Structure, Securities
Exchange Act Release No. 61358 (Jan. 14, 2010), 75 FR 3594 (Jan. 21,
2010) (File No. S7-02-10). This Concept Release included data from
the third quarter of 2009 showing that no market center traded more
than 20% of the volume of listed stocks, further evidencing the
dispersal of and competition for trading activity. Id. at 3598. Data
available on ArcaVision show that from June 30, 2013 to June 30,
2014, no exchange traded more than 12% of the volume of listed
stocks by either trade or dollar volume, further evidencing the
continued dispersal of and fierce competition for trading activity.
See https://www.arcavision.com/Arcavision/arcalogin.jsp.
    \32\ Mary Jo White, Enhancing Our Equity Market Structure,
Sandler O'Neill & Partners, L.P. Global Exchange and Brokerage
Conference (June 5, 2014) (available on the Commission Web site),
citing Tuttle, Laura, 2014, ``OTC Trading: Description of Non-ATS
OTC Trading in National Market System Stocks,'' at 7-8.
---------------------------------------------------------------------------

    If an exchange succeeds in competing for quotations, order flow,
and trade executions, then it earns trading revenues and increases the
value of its proprietary market data products because they will contain
greater quote and trade information. Conversely, if an exchange is less
successful in attracting quotes, order flow, and trade executions, then
its market data products may be less desirable to customers in light of
the diminished content and data products offered by competing venues
may become more attractive. Thus, competition for quotations, order
flow, and trade executions puts significant pressure on an exchange to
maintain both execution and data fees at reasonable levels.
    In addition, in the case of products that are also redistributed
through market data vendors, such as Bloomberg and Thompson Reuters,
the vendors themselves provide additional price discipline for
proprietary data products because they control the primary means of
access to certain end users. These vendors impose price discipline
based upon their business models. For example, vendors that assess a
surcharge on data they sell are able to refuse to offer proprietary
products that their end users do not or will not purchase in sufficient
numbers. Vendors will not elect to make available NYSE OpenBook unless
their customers request it, and customers will not elect to pay the
proposed fees unless NYSE OpenBook can provide value by sufficiently
increasing revenues or reducing costs in the customer's business in a
manner that will offset the fees. All of these factors operate as
constraints on pricing proprietary data products.
Joint Product Nature of Exchange Platform
    Transaction execution and proprietary data products are
complementary in that market data is both an input and a byproduct of
the execution service. In fact, proprietary market data and trade
executions are a paradigmatic example of joint products with joint
costs. The decision of whether and on which platform to post an order
will depend on the attributes of the platforms where the order can be
posted, including the execution fees, data availability and quality,
and price and distribution of data products. Without a platform to post
quotations, receive orders, and execute trades, exchange data products
would not exist.
    The costs of producing market data include not only the costs of
the data distribution infrastructure, but also the costs of designing,
maintaining, and operating the exchange's platform for posting quotes,
accepting orders, and executing transactions and the cost of regulating
the exchange to ensure its fair operation and maintain investor
confidence. The total return that a trading platform earns reflects the
revenues it receives from both products and the joint costs it incurs.

    Moreover, an exchange's broker-dealer customers generally view the
costs of transaction executions and market data as a unified cost of
doing business with the exchange. A broker-dealer will only choose to
direct orders to an exchange if the revenue from the transaction
exceeds its cost, including the cost of any market data that the
broker-dealer chooses to buy in support of its order routing and
trading decisions. If the costs of the transaction are not offset by
its value, then the broker-dealer may choose instead not to purchase
the product and trade away from that exchange. There is substantial
evidence of the strong correlation between order flow and market data
purchases. For example, in September 2015, more than 80% of the
transaction volume on each of NYSE and NYSE's affiliates NYSE Arca,
Inc. (``NYSE Arca'') and NYSE MKT LLC (``NYSE MKT'') was executed by
market participants that purchased one or more proprietary market data
products (the 20 firms were not the same for each market). A supra-
competitive increase in the fees for either executions or market data
would create a risk of reducing an exchange's revenues from both
products.
    Other market participants have noted that proprietary market data
and trade executions are joint products of a joint platform and have
common costs.\33\ The Exchange agrees with and adopts those discussions
and the arguments therein. The Exchange also notes that the economics
literature confirms that there is no way to allocate common costs
between joint products that would shed any light on competitive or
efficient pricing.\34\
---------------------------------------------------------------------------

    \33\ See Securities Exchange Act Release No. 72153 (May 12,
2014), 79 FR 28575, 28578 n.15 (May 16, 2014) (SR-NASDAQ-2014-045)
(``[A]ll of the exchange's costs are incurred for the unified
purposes of attracting order flow, executing and/or routing orders,
and generating and selling data about market activity. The total
return that an exchange earns reflects the revenues it receives from
the joint products and the total costs of the joint products.'').
See also Securities Exchange Act Release No. 62907 (Sept. 14, 2010),
75 FR 57314, 57317 (Sept. 20, 2010) (SR-NASDAQ-2010-110), and
Securities Exchange Act Release No. 62908 (Sept. 14, 2010), 75 FR
57321, 57324 (Sept. 20, 2010) (SR-NASDAQ-2010-111).
    \34\ See generally Mark Hirschey, Fundamentals of Managerial
Economics, at 600 (2009) (``It is important to note, however, that
although it is possible to determine the separate marginal costs of
goods produced in variable proportions, it is impossible to
determine their individual average costs. This is because common
costs are expenses necessary for manufacture of a joint product.
Common costs of production--raw material and equipment costs,
management expenses, and other overhead--cannot be allocated to each
individual by-product on any economically sound basis. . . . Any
allocation of common costs is wrong and arbitrary.''). This is not
new economic theory. See, e.g., F. W. Taussig, ``A Contribution to
the Theory of Railway Rates,'' Quarterly Journal of Economics V(4)
438, 465 (July 1891) (``Yet, surely, the division is purely
arbitrary. These items of cost, in fact, are jointly incurred for
both sorts of traffic; and I cannot share the hope entertained by
the statistician of the Commission, Professor Henry C. Adams, that
we shall ever reach a mode of apportionment that will lead to
trustworthy results.'').
---------------------------------------------------------------------------

    Analyzing the cost of market data product production and
distribution in isolation from the cost of all of the inputs supporting
the creation of market data and market data products will inevitably
underestimate the cost of the data and data products because it is
impossible to obtain the data inputs to create market data products
without a fast, technologically robust, and well-regulated execution
system, and system and regulatory costs affect the price of both
obtaining the market data itself and creating and distributing market
data products. It would be equally misleading, however, to attribute
all of an exchange's costs to the market data portion of an exchange's
joint products. Rather, all of an exchange's costs are incurred for the
unified purposes of attracting order flow, executing and/or routing
orders, and generating and selling data about market activity. The
total return that an exchange earns reflects the revenues it receives
from the joint products and the total costs of the joint products.
    As noted above, the level of competition and contestability in the
market is evident in the numerous alternative venues that compete for
order flow, including 11 equities self-regulatory organization
(``SRO'') markets, as well as various forms of alternative trading
systems (``ATSs''), including dark pools and electronic communication
networks (``ECNs''), and internalizing broker-dealers. SRO markets
compete to attract order flow and produce transaction reports via trade
executions, and two FINRA-regulated Trade Reporting Facilities compete
to attract transaction reports from the non-SRO venues.
    Competition among trading platforms can be expected to constrain
the aggregate return that each platform earns from the sale of its
joint products, but different trading platforms may choose from a range
of possible, and equally reasonable, pricing strategies as the means of
recovering total costs. For example, some platforms may choose to pay
rebates to attract orders, charge relatively low prices for market data
products (or provide market data products free of charge), and charge
relatively high prices for accessing posted liquidity. Other platforms
may choose a strategy of paying lower rebates (or no rebates) to
attract orders, setting relatively high prices for market data
products, and setting relatively low prices for accessing posted
liquidity. For example, BATS Global Markets (``BATS'') and Direct Edge,
which previously operated as ATSs and obtained exchange status in 2008
and 2010, respectively, provided certain market data at no charge on
their Web sites in order to attract more order flow, and used revenue
rebates from resulting additional executions to maintain low execution
charges for their users.\35\ In this environment, there is no economic
basis for regulating maximum prices for one of the joint products in an
industry in which suppliers face competitive constraints with regard to
the joint offering.
---------------------------------------------------------------------------

    \35\ This is simply a securities market-specific example of the
well-established principle that in certain circumstances more sales
at lower margins can be more profitable than fewer sales at higher
margins; this example is additional evidence that market data is an
inherent part of a market's joint platform.
---------------------------------------------------------------------------

Existence of Alternatives
    The large number of SROs, ATSs, and internalizing broker-dealers
that currently produce proprietary data or are currently capable of
producing it provides further pricing discipline for proprietary data
products. Each SRO, ATS, and broker-dealer is currently permitted to
produce and sell proprietary data products, and many currently do,
including but not limited to the Exchange, NYSE MKT, NYSE Arca, NASDAQ
OMX, BATS, and Direct Edge.
    The fact that proprietary data from ATSs, internalizing broker-
dealers, and vendors can bypass SROs is significant in two respects.
First, non-SROs can compete directly with SROs for the production and
sale of proprietary data products. By way of example, BATS and NYSE
Arca both published proprietary data on the Internet before registering
as exchanges. Second, because a single order or transaction report can
appear in an SRO proprietary product, a non-SRO proprietary product, or
both, the amount of data available via proprietary products is greater
in size than the actual number of orders and transaction reports that
exist in the marketplace. With respect to NYSE OpenBook, competitors
offer close substitute products.\36\ Because market data users can find
suitable substitutes for most proprietary market data products, a
market that overprices its market data products stands a high risk that
users

may substitute another source of market data information for its own.
---------------------------------------------------------------------------

    \36\ See note 26, supra.
---------------------------------------------------------------------------

    Those competitive pressures imposed by available alternatives are
evident in the Exchange's proposed pricing.
    In addition to the competition and price discipline described
above, the market for proprietary data products is also highly
contestable because market entry is rapid and inexpensive. The history
of electronic trading is replete with examples of entrants that swiftly
grew into some of the largest electronic trading platforms and
proprietary data producers: Archipelago, Bloomberg Tradebook, Island,
RediBook, Attain, TrackECN, BATS Trading and Direct Edge. As noted
above, BATS launched as an ATS in 2006 and became an exchange in 2008,
while Direct Edge began operations in 2007 and obtained exchange status
in 2010.
    In determining the proposed changes to the fees for the NYSE
OpenBook, the Exchange considered the competitiveness of the market for
proprietary data and all of the implications of that competition. The
Exchange believes that it has considered all relevant factors and has
not considered irrelevant factors in order to establish fair,
reasonable, and not unreasonably discriminatory fees and an equitable
allocation of fees among all users. The existence of numerous
alternatives to the Exchange's products, including proprietary data
from other sources, ensures that the Exchange cannot set unreasonable
fees, or fees that are unreasonably discriminatory, when vendors and
subscribers can elect these alternatives or choose not to purchase a
specific proprietary data product if the attendant fees are not
justified by the returns that any particular vendor or data recipient
would achieve through the purchase.

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

    The foregoing rule change is effective upon filing pursuant to
Section 19(b)(3)(A) \37\ of the Act and subparagraph (f)(2) of Rule
19b-4 \38\ thereunder, because it establishes a due, fee, or other
charge imposed by the Exchange.
---------------------------------------------------------------------------

    \37\ 15 U.S.C. 78s(b)(3)(A).
    \38\ 17 CFR 240.19b-4(f)(2).
---------------------------------------------------------------------------

    At any time within 60 days of the filing of such proposed rule
change, the Commission summarily may temporarily suspend such rule
change if it appears to the Commission that such action is necessary or
appropriate in the public interest, for the protection of investors, or
otherwise in furtherance of the purposes of the Act. If the Commission
takes such action, the Commission shall institute proceedings under
Section 19(b)(2)(B) \39\ of the Act to determine whether the proposed
rule change should be approved or disapproved.
---------------------------------------------------------------------------

    \39\ 15 U.S.C. 78s(b)(2)(B).
---------------------------------------------------------------------------

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 (http://www.sec.gov/rules/sro.shtml); or
     Send an email to<EMAIL_ADDRESS>Please include
File Number SR-NYSE-2016-02 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-2016-02. 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 (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all
written statements with respect to the proposed rule change that are
filed with the Commission, and all written communications relating to
the proposed rule change between the Commission and any person, other
than those that may be withheld from the public in accordance with the
provisions of 5 U.S.C. 552, will be available for Web site viewing and
printing in the Commission's Public Reference Room, 100 F Street NE.,
Washington, DC 20549 on official business days between the hours of
10:00 a.m. and 3:00 p.m. Copies of the filing also will be available
for inspection and copying at the principal office of the Exchange. All
comments received will be posted without change; the Commission does
not edit personal identifying information from submissions. You should
submit only information that you wish to make available publicly. All
submissions should refer to File Number SR-NYSE-2016-02 and should be
submitted on or before February 11, 2016.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\40\
Robert W. Errett,
Deputy Secretary.
---------------------------------------------------------------------------

    \40\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

[FR Doc. 2016-01052 Filed 1-20-16; 8:45 am]
 BILLING CODE 8011-01-P


[Federal Register: March 23, 2010 (Volume 75, Number 55)]
[Notices]
[Page 13805]
[DOCID:fr23mr10-113]

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SECURITIES AND EXCHANGE COMMISSION

[File No. 500-1]

Aspen Group Resources Corp., Commercial Concepts, Inc., Desert
Health Products, Inc., Equalnet Communications Corp., Geneva Steel
Holdings Corp., Orderpro Logistics, Inc. (n/k/a Securus Renewable
Energy, Inc.), and Sepragen Corp.; Order of Suspension of Trading

March 19, 2010.
    It appears to the Securities and Exchange Commission that there is
a lack of current and accurate information concerning the securities of
Aspen Group Resources Corp. because it has not filed any periodic
reports since the period ended December 31, 2003.
    It appears to the Securities and Exchange Commission that there is
a lack of current and accurate information concerning the securities of
Commercial Concepts, Inc. because it has not filed any periodic reports
since the period ended November 30, 2002.
    It appears to the Securities and Exchange Commission that there is
a lack of current and accurate information concerning the securities of
Desert Health Products, Inc. because it has not filed any periodic
reports since the period ended December 31, 2005.
    It appears to the Securities and Exchange Commission that there is
a lack of current and accurate information concerning the securities of
Equalnet Communications Corp. because it has not filed any periodic
reports since the period ended March 31, 2000.
    It appears to the Securities and Exchange Commission that there is
a lack of current and accurate information concerning the securities of
Geneva Steel Holdings Corp. because it has not filed any periodic
reports since the period ended September 30, 2001.
    It appears to the Securities and Exchange Commission that there is
a lack of current and accurate information concerning the securities of
Orderpro Logistics, Inc. (n/k/a Securus Renewable Energy, Inc.) because
it has not filed any periodic reports since the period ended September
30, 2004.
    It appears to the Securities and Exchange Commission that there is
a lack of current and accurate information concerning the securities of
Sepragen Corp. because it has not filed any periodic reports since the
period ended September 30, 2002.
    The Commission is of the opinion that the public interest and the
protection of investors require a suspension of trading in the
securities of the above-listed companies. Therefore, it is ordered,
pursuant to Section 12(k) of the Securities Exchange Act of 1934, that
trading in the securities of the above-listed companies is suspended
for the period from 9:30 a.m. EDT on March 19, 2010, through 11:59 p.m.
EDT on April 1, 2010.

    By the Commission.
Florence E. Harmon,
Deputy Secretary.
[FR Doc. 2010-6447 Filed 3-19-10; 11:15 am]
BILLING CODE 8011-01-P


[Federal Register Volume 79, Number 244 (Friday, December 19, 2014)]
[Notices]
[Pages 75846-75850]
[FR Doc No: 2014-29697]

=======================================================================
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SECURITIES AND EXCHANGE COMMISSION

[Release No. IC-31373; File No. 812-14097]

Garrison Capital, Inc., et al.; Notice of Application

December 15, 2014.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice of application for an order under sections 57(a)(4) and
57(i) of the Investment Company Act of 1940 (the ``Act'') and rule 17d-
1 under the Act to permit certain joint transactions otherwise
prohibited by section 57(a)(4) of the Act and rule 17d-1 under the Act.

-----------------------------------------------------------------------

SUMMARY: Summary of Application: Applicants request an order to permit
Garrison Capital Inc. to co-invest in portfolio companies with certain
affiliated investment funds.

Applicants: Garrison Capital Inc. (the ``Company''), Garrison Funding
2013-2 Ltd. (``GF 2013-2''), Garrison Capital SBIC LP (``Garrison
SBIC''), Garrison Capital SBIC Holdco Inc., Garrison Capital SBIC
General Partner LLC, Garrison Middle Market Funding LP, Garrison Middle
Market Funding A LP, Garrison Opportunity Fund III B L.P., Garrison
Opportunity Fund IV A LLC and Garrison Opportunity Fund IV B L.P.
(collectively with Garrison Middle Market Funding LP, Garrison Middle
Market Fund A LP, Garrison Opportunity Fund III B L.P. and Garrison
Opportunity Fund IV A LLC, the ``Existing Funds''), Garrison Capital
Advisers LLC (the ``Company Adviser''), Garrison Investment Management
LLC (the ``Fund Adviser'') and Garrison Investment Group LP
(collectively, the ``Applicants'').

DATES: Filing Dates: The application was filed on November 21, 2012,
and amended on February 25, 2013, August 12, 2013, January 16, 2014,
May 21, 2014, August 26, 2014 and December 11, 2014.

Hearing or Notification of Hearing: An order granting the requested
relief 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 January 9, 2015, and should be accompanied by proof of
service on 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
St. NE., Washington, DC 20549-1090. Applicants: Garrison Investment
Group LP, 1290 Avenue of the Americas, Suite 914, New York, NY 10104.

FOR FURTHER INFORMATION CONTACT: Barbara T. Heussler, Senior Counsel,
at<PHONE_NUMBER> or Mary Kay Frech, Branch Chief, at<PHONE_NUMBER>
(Chief Counsel's Office, Division of Investment Management).

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 for an
applicant using the Company name box, at http://www.sec.gov/search/search.htm or by calling<PHONE_NUMBER>.

Applicants' Representations

    1. The Company is a closed-end management investment company that
has elected to be regulated as a business development company (``BDC'')
under the Act. A majority of the directors of the Company are persons
who are not ``interested persons'' as defined in section 2(a)(19) of
the Act (``Independent Directors''). The Company Adviser is registered
as an investment adviser under the Investment Advisers Act of 1940 (the
``Advisers Act'') and serves as the investment adviser to the Company
pursuant to an investment advisory agreement (the ``Company Advisory
Agreement'').
    2. The Company's Objectives and Strategies \1\ are to generate
current income and capital appreciation by making investments generally
in the range of $5 million to $25 million primarily in debt securities
of U.S.-based middle-market companies, which the Company defines as
those having annual earnings before interest, taxes and depreciation of
between $5 million and $30 million.
---------------------------------------------------------------------------

    \1\ ``Objectives and Strategies'' means the investment
objectives and strategies of the Company, as described in the
Company's registration statement on Form N-2, other filings the
Company has made with the Commission under the Securities Act of
1933 (``1933 Act''), or under the Securities Exchange Act of 1934,
or in reports to its shareholders.
---------------------------------------------------------------------------

    3. Garrison Middle Market Funding LP and Garrison Middle Market
Funding A LP are Delaware limited partnerships and are excluded from
the definition of investment company by section 3(c)(7) of the Act.
Garrison Opportunity Fund III B L.P. and Garrison Opportunity Fund IV B
L.P. are Cayman Islands limited partnerships and are excluded from the
definition of investment company by section 3(c)(7) of the Act.
Garrison Opportunity Fund IV A LLC is a Delaware limited liability
company and is excluded from the definition of investment company by
section 3(c)(7) of the Act. The Existing Funds seek to invest primarily
in middle-market companies and institutions. Each of the Funds \2\ has
or will have investment objectives and strategies that are similar to
or overlap with the Objectives and Strategies of the Company. To the
extent there is an investment opportunity that falls within the
Objectives and Strategies of the Company and the investment objectives
and strategies of one or more of the Funds, the Advisers would expect
the Company and such Funds to co-invest with each other, with certain
exceptions based on available capital or diversification. The Company,
however, will not be obligated to invest, or co-invest, when investment
opportunities are referred to it.
---------------------------------------------------------------------------

    \2\ ``Fund'' means any (i) Existing Fund or (ii) Future Fund.
``Future Fund'' means an entity (i) whose investment adviser is an
Adviser, and (ii) that would be an investment company but for
sections 3(c)(1) or 3(c)(7) of the Act. The term ``Adviser'' means
the Company Adviser, the Fund Adviser and any future investment
adviser controlling, controlled by or under common control with the
Company Adviser that is registered as an investment adviser under
the Advisers Act.
---------------------------------------------------------------------------

    4. The Fund Adviser, a registered investment adviser under the
Advisers Act, manages the investment activities of the Existing Funds
pursuant to investment advisory agreement (together with the Company
Advisory Agreement, the ``Advisory Agreements''). The Fund Adviser and
the Company Adviser are indirectly controlled by Garrison Investment
Group LP, a registered investment adviser under the Advisers Act, which
is controlled by Steven Stuart and Joseph Tansey.
    5. Applicants seek an order (``Order'') under sections 57(a)(4) and
57(i) of the Act and rule 17d-1 under the Act to permit the Company, on
the one hand, and one or more Funds, on the other hand, to participate
in the same investment opportunities through a proposed co-investment
program where such participation would otherwise be prohibited by
section 57(a)(4) of the Act and rule 17d-1 under the Act.\3\ ``Co-
Investment Transaction'' means any transaction in which the Company (or
a Wholly-Owned Investment Subsidiary, as defined below) participated
together with one or more Funds in reliance on the requested Order.
``Potential Co-Investment Transaction'' means any investment
opportunity in which the Company (or a Wholly-Owned Investment
Subsidiary) could not participate together with one or more Funds
without obtaining and relying on the Order.
---------------------------------------------------------------------------

    \3\ All existing entities that currently intend to rely upon the
Order have been named as applicants and any entity that may rely on
the Order in the future will comply with the terms and conditions of
the application.
---------------------------------------------------------------------------

    6. The Company may, from time to time, form a special purpose
subsidiary (a ``Wholly-Owned Investment Subsidiary'').\4\ A Fund would
be prohibited from investing in a Co-Investment Transaction with any
Wholly-Owned Investment Subsidiary because the Wholly-Owned Investment
Subsidiary would be a company controlled by the Company for purposes of
section 57(a)(4) of the Act and rule 17d-1 under the Act. Applicants
request that a Wholly-Owned Investment Subsidiary be permitted to
participate in Co-Investment Transactions in lieu of the Company and
that the Wholly-Owned Investment Subsidiary's participation in any such
transaction be treated, for purposes of the order, as

though the Company were participating directly. Applicants represent
that this treatment is justified because a Wholly-Owned Investment
Subsidiary would have no purpose other than serving as a holding
vehicle for the Company's investments and issuing debt on behalf of the
Company and, therefore, no conflicts of interest could arise between
the Company and the Wholly-Owned Investment Subsidiary. The Board would
make all relevant determinations under the conditions with regard to a
Wholly-Owned Investment Subsidiary's participation in a Co-Investment
Transaction, and the Board would be informed of, and take into
consideration, any proposed use of a Wholly-Owned Investment Subsidiary
in the Company's place. If the Company proposes to participate in the
same Co-Investment Transaction with any of its Wholly-Owned Investment
Subsidiaries, the Board will also be informed of, and take into
consideration, the relative participation of the Company and the
Wholly-Owned Investment Subsidiary. GF 2013-2 satisfies the definition
of Wholly-Owned Investment Subsidiary and Garrison SBIC satisfies the
definition of an SBIC Subsidiary.
---------------------------------------------------------------------------

    \4\ The term ``Wholly-Owned Investment Subsidiary'' means an
entity (a) whose sole business purposes are to hold one or more
investments and issue debt on behalf of the Company (and, in the
case of an SBIC Subsidiary, maintain a license under the Small
Business Investment Act of 1958, as amended (the ``SBA Act'') and
issue debentures guaranteed by the Small Business Administration
(the ``SBA'')); (b) that is wholly-owned by the Company (with the
Company at all times beneficially holding, directly or indirectly,
100% of the voting and economic interests); (c) with respect to
which the Company's board of directors (``Board'') has the sole
authority to make all determinations with respect to the Wholly-
Owned Investment Subsidiary's participation under the conditions to
the application; and (d) that is an entity that would be an
investment company but for sections 3(c)(1) or 3(c)(7) of the Act.
``SBIC Subsidiary'' means a Wholly-Owned Investment Subsidiary that
is licensed by the SBA to operate under the SBA Act as a small
business investment company.
---------------------------------------------------------------------------

    7. Upon issuance of the Order investment opportunities that are
presented to the Company are expected to be referred to the Funds, and
vice versa, and such investment opportunities may result in a Co-
Investment Transaction. For each such referral, the Company Adviser
will consider only the Objectives and Strategies, investment
restrictions, regulatory and tax requirements, capital available for
investment (``Available Capital'') in the asset class being allocated,
and other pertinent factors applicable to the Company. Available
Capital consists solely of liquid assets not held for permanent
investment, including cash, amounts that can currently be drawn down
from lines of credit, and marketable securities held for short-term
purposes. In addition, Available Capital would include bona fide
uncalled capital commitments that can be called by the settlement date
of the Co-Investment Transaction. Except as described below, each
Potential Co-Investment Transaction and the proposed allocation of such
Potential Co-Investment Transaction would be approved prior to the
actual investment by the Required Majority.\5\
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    \5\ ``Required Majority'' has the meaning provided in section
57(o) of the Act. ``Eligible Directors'' means the directors who are
eligible to vote under section 57(o).
---------------------------------------------------------------------------

    8. With respect to the pro rata dispositions and Follow-On
Investments\6\ provided in conditions 7 and 8, the Company may
participate in a pro rata disposition or Follow-On Investment without
obtaining prior approval of the Required Majority if, among other
things: (i) The proposed participation of each Fund and the Company in
such disposition or Follow-On Investment is proportionate to its
outstanding investments in the issuer immediately preceding the
disposition or Follow-On Investment, as the case may be; and (ii) the
Board has approved the Company's participation in pro rata dispositions
and Follow-On Investments as being in the best interests of the
Company. If the Board does not so approve, any such disposition or
Follow-On Investment will be submitted to the Company's Eligible
Directors. The Board may at any time rescind, suspend or qualify its
approval of pro rata dispositions and Follow-On Investments with the
result that all dispositions and/or Follow-On Investments must be
submitted to the Eligible Directors.
---------------------------------------------------------------------------

    \6\ ``Follow-On Investment'' means any additional investment in
an existing portfolio company, including through the exercise of
warrants, conversion privileges or other similar rights to acquire
additional securities of the portfolio company.
---------------------------------------------------------------------------

    9. Applicants state that no Independent Director will have a
financial interest in any Co-Investment Transaction or any interest in
any issuer of securities, other than through an interest (if any) in
the securities of the Company.

Applicants' Legal Analysis

    1. Section 57(a)(4) of the Act prohibits any person who is related
to a BDC in the manner described in section 57(b) from participating in
joint transactions with the BDC in contravention of rules as prescribed
by the Commission. Under section 57(b)(2) of the Act, any person who is
directly or indirectly controlling, controlled by, or under common
control with a BDC is subject to section 57(a)(4). Under section
57(b)(1) of the Act, any person who is controlling, controlled by, or
under common control with, a director, officer, employee, or member of
an advisory board of a BDC is subject to section 57(a)(4). Applicants
submit that each of the Existing Funds and any Future Funds could be
deemed to be a person related to the Company in a manner described by
section 57(b)(2) by virtue of being under common control with the
Company. Section 57(i) of the Act provides that, until the Commission
prescribes rules under section 57(a)(4), the Commission's rules under
section 17(d) of the Act applicable to registered closed-end investment
companies will be deemed to apply to transactions subject to section
57(a)(4). Because the Commission has not adopted any rules under
section 57(a)(4), rule 17d-1 also applies to joint transactions with
BDCs.
    2. Rule 17d-1 under the Act prohibits affiliated persons of a
registered investment company from participating in joint transactions
with the company unless the Commission has granted an order permitting
such transactions. In passing upon applications under rule 17d-1, the
Commission considers whether the company's participation in the joint
transaction is consistent with the provisions, policies, and purposes
of the Act and the extent to which such participation is on a basis
different from or less advantageous than that of other participants.
    3. Applicants state that in the absence of the requested relief,
the Company would be, in some circumstances, limited in its ability to
participate in attractive and appropriate investment opportunities.
Applicants believe that the proposed terms and conditions will ensure
that the Co-Investment Transactions are consistent with the protection
of the Company's shareholders and with the purposes intended by the
policies and provisions of the Act. Applicants state that the Company's
participation in the Co-Investment Transactions will be consistent with
the provisions, policies, and purposes of the Act and on a basis that
is not different from or less advantageous than that of other
participants.

Applicants' Conditions

    Applicants agree that the Order will be subject to the following
conditions:
    1. Each time an Adviser considers a Potential Co-Investment
Transaction for a Fund that falls within the Company's then-current
Objectives and Strategies, the Company Adviser will make an independent
determination of the appropriateness of the investment for the Company
in light of the Company's then-current circumstances.
    2. (a) If the Company Adviser deems the Company's participation in
any Potential Co-Investment Transaction to be appropriate for the
Company, it will then determine an appropriate level of investment for
the Company;
    (b) If the aggregate amount recommended by the Company Adviser to
be invested in the Potential Co-Investment Transaction by the Company
and the Funds, collectively, in the same transaction, exceeds the
amount of the investment opportunity, the amount proposed to be
invested by each party will be allocated among them pro rata based on
each party's Available Capital in the asset class being allocated, up
to

the amount proposed to be invested by each party. The Company Adviser
will provide the Eligible Directors with information concerning each
participating party's Available Capital to assist the Eligible
Directors with their review of the Company's investments for compliance
with these allocation procedures; and
    (c) After making the determinations required in conditions 1 and
2(a), the Company Adviser will distribute written information
concerning the Potential Co-Investment Transaction, including the
amount proposed to be invested by the Company and each participating
Fund, to the Eligible Directors for their consideration. The Company
will co-invest with the Funds only if, prior to participating in the
Potential Co-Investment Transaction, a Required Majority concludes
that:
    (i) The terms of the Potential Co-Investment Transaction, including
the consideration to be paid, are reasonable and fair to the Company
and its stockholders and do not involve overreaching in respect of the
Company or its stockholders on the part of any person concerned;
    (ii) The Potential Co-Investment Transaction is consistent with:
    (A) The interests of the stockholders of the Company; and
    (B) The Company's then-current Objectives and Strategies;
    (iii) The investment by the Funds would not disadvantage the
Company, and participation by the Company would not be on a basis
different from or less advantageous than that of the Funds; provided,
that if any Fund, but not the Company, gains the right to nominate a
director for election to a portfolio company's board of directors or
the right to have a board observer or any similar right to participate
in the governance or management of the portfolio company, such event
will not be interpreted to prohibit the Required Majority from reaching
the conclusions required by this condition (2)(c)(iii), if
    (A) The Eligible Directors will have the right to ratify the
selection of such director or board observer, if any;
    (B) The applicable Adviser agrees to, and does, provide periodic
reports to the Company's Board with respect to the actions of the
director or the information received by the board observer or obtained
through the exercise of any similar right to participate in the
governance or management of the portfolio company; and
    (C) Any fees or other compensation that the Funds or any affiliated
person of the Funds receive in connection with the right of the Funds
to nominate a director or appoint a board observer or otherwise to
participate in the governance or management of the portfolio company
will be shared proportionately among the participating Funds (which
may, in turn, share their portion with their affiliated persons) and
the Company in accordance with the amount of each party's investment;
and
    (iv) The proposed investment by the Company will not benefit the
Advisers, any Fund or any affiliated person of any of them (other than
the parties to the Co-Investment Transaction), except (a) to the extent
permitted by condition 13; (b) to the extent permitted by section 57(k)
of the Act; (c) indirectly, as a result of an interest in securities
issued by one of the parties to the Co-Investment Transaction; or (d)
in the case of fees or other compensation described in condition
2(c)(iii)(C).
    3. The Company has the right to decline to participate in any
Potential Co-Investment Transaction or to invest less than the amount
proposed.
    4. The Company Adviser will present to the Board, on a quarterly
basis, a record of all investments in Potential Co-Investment
Transactions made by any of the Funds during the preceding quarter that
fell within the Company's then-current Objectives and Strategies that
were not made available to the Company and an explanation of why the
investment opportunities were not offered to the Company. All
information presented to the Board pursuant to this condition will be
kept for the life of the Company and at least two years thereafter, and
will be subject to examination by the Commission and its staff.
    5. Except for Follow-On Investments made in accordance with
condition 8, the Company will not invest in reliance on the Order in
any issuer in which any Fund or any affiliated person thereof is an
existing investor.
    6. The Company will not participate in any Potential Co-Investment
Transaction unless the terms, conditions, price, class of securities to
be purchased, settlement date and registration rights will be the same
for the Company and each participating Fund. The grant to a Fund, but
not the Company, of the right to nominate a director for election to a
portfolio company's board of directors, the right to have an observer
on the board of directors or similar rights to participate in the
governance or management of the portfolio company will not be
interpreted so as to violate this condition 6, if conditions
2(c)(iii)(A), (B) and (C) are met.
    7. (a) If any Fund elects to sell, exchange or otherwise dispose of
an interest in a security that was acquired by the Company in a Co-
Investment Transaction, the applicable Adviser will:
    (i) notify the Company of the proposed disposition at the earliest
practical time; and
    (ii) the Company Adviser will formulate a recommendation as to
participation by the Company in the disposition.
    (b) The Company will have the right to participate in such
disposition on a proportionate basis, at the same price and on the same
terms and conditions as those applicable to the participating Funds.
    (c) The Company may participate in such disposition without
obtaining prior approval of the Required Majority if: (i) The proposed
participation of the Company and each Fund in such disposition is
proportionate to its outstanding investments in the issuer immediately
preceding the disposition; (ii) the Board has approved as being in the
best interests of the Company the ability to participate in such
dispositions on a pro rata basis (as described in greater detail in the
application); and (iii) the Board is provided on a quarterly basis with
a list of all dispositions made in accordance with this condition. In
all other cases, the Company Adviser shall provide its written
recommendation as to the Company's participation to the Eligible
Directors, and the Company will participate in such disposition solely
to the extent that a Required Majority determines that it is in the
Company's best interests.
    (d) The Company and each Fund will bear their own expenses in
connection with any such disposition.
    8. (a) If a Fund desires to make a Follow-On Investment in a
portfolio company whose securities were acquired in a Co-Investment
Transaction, the applicable Adviser will:
    (i) Notify the Company of the proposed Follow-On Investment at the
earliest practical time; and
    (ii) the Company Adviser will formulate a recommendation as to the
proposed participation, including the amount of the proposed Follow-On
Investment, by the Company.
    (b) The Company may participate in such Follow-On Investment
without obtaining prior approval of the Required Majority if: (i) The
proposed participation of the Company and each Fund in such investment
is proportionate to its outstanding investments in the portfolio
company

immediately preceding the Follow-On Investment; and (ii) the Board has
approved as being in the best interests of the Company 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 Company
Adviser will provide its written recommendation as to the Company's
participation to the Eligible Directors, and the Company will
participate in such Follow-On Investment solely to the extent that a
Required Majority determines that it is in the Company's best
interests.
    (c) If, with respect to any Follow-On Investment:
    (i) The amount of the opportunity is not based on the Company's and
the Funds' outstanding investments immediately preceding the Follow-On
Investment; and
    (ii) The aggregate amount recommended by the Company Adviser to be
invested by the Company in the Follow-On Investment, together with the
amount proposed to be invested by the 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 party's
Available Capital 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 Co-Investment Transaction for all
purposes and subject to the other conditions set forth in the
application.
    9. The Independent Directors will be provided quarterly for review
all information concerning Potential Co-Investment Transactions and Co-
Investment Transactions, including investments made by the Funds that
the Company considered but declined to participate in, so that the
Independent Directors may determine whether all investments made during
the preceding quarter, including those investments that the Company
considered but declined to participate in, comply with the conditions
of the Order. In addition, the Independent Directors will consider at
least annually the continued appropriateness for the Company of
participating in new and existing Co-Investment Transactions.
    10. The Company will maintain the records required by section
57(f)(3) of the Act as if each of the investments permitted under these
conditions were approved by the Required Majority under section 57(f).
    11. No Independent Director will also be a director, general
partner, managing member or principal, or otherwise an ``affiliated
person'' (as defined in the Act), of any Fund.
    12. The expenses, if any, associated with acquiring, holding or
disposing of any securities acquired in a Co-Investment Transaction
(including, without limitation, the expenses of the distribution of any
such securities registered for sale under the 1933 Act) will, to the
extent not payable by an Adviser under any agreement with the Company
or the Funds, be shared by the Company and the Funds in proportion to
the relative amounts of the securities held or being acquired or
disposed of, as the case may be.
    13. Any transaction fee \7\ (including break-up or commitment fees
but excluding broker's fees contemplated by section 57(k) of the Act)
received in connection with a Co-Investment Transaction will be
distributed to the Company and the participating 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 Co-Investment
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 Company
and the participating Funds based on the amounts they invest in such
Co-Investment Transaction. None of the Funds, the Advisers or any
affiliated person of the Company or of the Funds will receive
additional compensation or remuneration of any kind as a result of or
in connection with a Co-Investment Transaction (other than (i) in the
case of the Company and the Funds, the pro rata transaction fees
described above and fees or other compensation described in condition
2(c)(iii)(C) and (ii) in the case of the Advisers, investment advisory
fees paid in accordance with the Advisory Agreements with the Company
and the Funds).
---------------------------------------------------------------------------

    \7\ Applicants are not requesting and the staff is not providing
any relief for transaction fees received in connection with any Co-
Investment Transaction.

    For the Commission, by the Division of Investment Management,
under delegated authority.
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2014-29697 Filed 12-18-14; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register Volume 83, Number 104 (Wednesday, May 30, 2018)]
[Notices]
[Page 24834]
[FR Doc No: 2018-11630]

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SECURITIES AND EXCHANGE COMMISSION

Sunshine Act Meetings

TIME AND DATE: 3:00 p.m. on Thursday, May 31, 2018.

PLACE: Closed Commission Hearing Room 10800.

STATUS: This meeting will be closed to the public.

MATTERS TO BE CONSIDERED: Commissioners, Counsel to the Commissioners,
the Secretary to the Commission, and recording secretaries will attend
the closed meeting. Certain staff members who have an interest in the
matters also may be present.
    The General Counsel of the Commission, or his designee, has
certified that, in his opinion, one or more of the exemptions set forth
in 5 U.S.C. 552b(c)(3), (5), (6), (7), (8), 9(B) and (10) and 17 CFR
200.402(a)(3), (a)(5), (a)(6), (a)(7), (a)(8), (a)(9)(ii) and (a)(10),
permit consideration of the scheduled matters at the closed meeting.
    Commissioner Peirce, as duty officer, voted to consider the items
listed for the closed meeting in closed session.
    The subject matters of the closed meeting will be:

    Institution and settlement of injunctive actions;
    Institution and settlement of administrative proceedings;
    Resolution of litigation claims; and
    Other matters relating to enforcement proceedings.

    At times, changes in Commission priorities require alterations in
the scheduling of meeting items.

CONTACT PERSON FOR MORE INFORMATION: For further information and to
ascertain what, if any, matters have been added, deleted or postponed;
please contact Brent J. Fields from the Office of the Secretary at
(202) 551-5400.

    Dated: May 24, 2018.
Brent J. Fields,
Secretary.
[FR Doc. 2018-11630 Filed 5-25-18; 11:15 am]
 BILLING CODE 8011-01-P


[Federal Register: April 22, 2008 (Volume 73, Number 78)]
[Notices]
[Page 21625]
[DOCID:fr22ap08-44]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

[Docket No. PR07-17-002]

Bridgeline Holdings, L.P.; Notice of Compliance Filing

April 15, 2008.
    Take notice that on April 2, 2008, Bridgeline Holdings, L.P. filed
a Report of Refunds in compliance with the Commission's letter order
issued on January 28, 2008 in Docket Nos. PR07-17-000 and PR07-17-001.
    Any person desiring to protest this filing must file in accordance
with Rule 211 of the Commission's Rules of Practice and Procedure (18
CFR 385.211). Protests to this filing will be considered by the
Commission in determining the appropriate action to be taken, but will
not serve to make protestants parties to the proceeding. Such protests
must be filed on or before the date as indicated below. Anyone filing a
protest must serve a copy of that document on all the parties to the
proceeding.
    The Commission encourages electronic submission of protests in lieu
of paper using the ``eFiling'' link at http://www.ferc.gov. Persons
unable to file electronically should submit an original and 14 copies
of the protest to the Federal Energy Regulatory Commission, 888 First
Street, NE., Washington, DC 20426.
    This filing is accessible on-line at http://www.ferc.gov, using the
``eLibrary'' link and is available for review in the Commission's
Public Reference Room in Washington, DC. There is an ``eSubscription''
link on the Web site that enables subscribers to receive e-mail
notification when a document is added to a subscribed docket(s). For
assistance with any FERC Online service, please e-mail
<EMAIL_ADDRESS>or call<PHONE_NUMBER> (toll free). For
TTY, call<PHONE_NUMBER>.
    Comment Date: 5 p.m. Eastern Time April 22, 2008.

Kimberly D. Bose,
Secretary.
[FR Doc. E8-8630 Filed 4-21-08; 8:45 am]

BILLING CODE 6717-01-P


[Federal Register Volume 78, Number 15 (Wednesday, January 23, 2013)]
[Rules and Regulations]
[Page 4766]
[FR Doc No: 2013-01202]

=======================================================================
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SECURITIES AND EXCHANGE COMMISSION

17 CFR Part 200

[Release Nos. 34-62575A and PA-47A; File No. S7-19-11]

Authority Citation Correction

AGENCY: Securities and Exchange Commission.

ACTION: Final rule; technical amendment.

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SUMMARY: On August 6, 2010 and September 16, 2011, the Securities and
Exchange Commission (``Commission'') published documents in the Federal
Register (75 FR 47449 and 76 FR 57637, respectively) that each included
an inaccurate amendatory instruction pertaining to an authority
citation. The Commission is publishing this technical amendment to
accurately reflect the authority citation in the Code of Federal
Regulations.

DATES: Effective Date: January 23, 2013.

FOR FURTHER INFORMATION CONTACT: Linda Cullen, Office of the Secretary,
at<PHONE_NUMBER>; Securities and Exchange Commission, 100 F Street
NE., Washington, DC 20549-1090.

SUPPLEMENTARY INFORMATION: The final rules that are subject to this
correction included inaccurate amendatory instructions that resulted in
the publication of two Editorial Notes to Part 200. This document is
intended only to correct the authority citation to subpart A of Part
200 and remove the two Editorial Notes and does not affect any other
aspects of the two original final rules.

List of Subjects in 17 CFR Part 200

    Administrative practice and procedure, Authority delegations
(Government agencies), Organization and functions (Government
agencies), Privacy.

    Accordingly, Title 17, Chapter II of the Code of Federal
Regulations is amended as follows:

PART 200--ORGANIZATION; CONDUCT AND ETHICS; AND INFORMATION AND
REQUESTS

0
1. The general authority citation for part 200, subpart A is revised,
and a sectional authority for Sec.  200.312 is added to part 200,
subpart A in numerical order, to read as follows:

    Authority: 15 U.S.C. 77o, 77s, 77sss, 78d, 78d-1, 78d-2, 78w,
78ll(d), 78mm, 80a-37, 80b-11, 7202, and 7211 et seq., unless
otherwise noted.
* * * * *
    Section 200.312 is also issued under 5 U.S.C. 552a(k).
* * * * *

    Dated: January 15, 2013.
Elizabeth M. Murphy,
Secretary.
[FR Doc. 2013-01202 Filed 1-22-13; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register Volume 77, Number 163 (Wednesday, August 22, 2012)]
[Notices]
[Page 50740]
[FR Doc No: 2012-20593]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-67677; File No. SR-EDGA-2012-28]

 Self-Regulatory Organizations; EDGA Exchange, Inc.; Notice of
Designation of a Longer Period for Commission Action on Proposed Rule
Change To Amend EDGA Rules To Add the Route Peg Order

August 16, 2012.
    On June 26, 2012, EDGA Exchange, Inc. (``Exchange'') 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 Exchange
Rule 11.5 to provide an additional order type, the Route Peg Order. In
addition, the Exchange proposed to amend Exchange Rule 11.8 to describe
the priority of the Route Peg Order relative to other orders on the
EDGA Book. The proposed rule change was published for comment in the
Federal Register on July 5, 2012.\3\ The Commission received no comment
letters on the proposed rule change.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 67291 (June 28,
2012), 77 FR 39785.
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    Section 19(b)(2) of the Act \4\ provides that within 45 days of the
publication of notice of the filing of a proposed rule change, or
within such longer period up to 90 days as the Commission may designate
if it finds such longer period to be appropriate and publishes its
reasons for so finding or as to which the self-regulatory organization
consents, the Commission shall either approve the proposed rule change,
disapprove the proposed rule change, or institute proceedings to
determine whether the proposed rule change should be disapproved. The
45th day for this filing is August 19, 2012. The Commission is
extending this 45-day time period.
---------------------------------------------------------------------------

    \4\ 15 U.S.C. 78s(b)(2).
---------------------------------------------------------------------------

    The Commission finds it appropriate to designate a longer period
within which to take action on the proposed rule change so that it has
sufficient time to consider issues concerning the proposed rule change,
which would offer a new order type, the Route Peg Order, on the
Exchange.
    Accordingly, the Commission, pursuant to Section 19(b)(2) of the
Act,\5\ designates October 3, 2012 as the date by which the Commission
should either approve or disapprove, or institute proceedings to
determine whether to disapprove, the proposed rule change (File No. SR-
EDGA-2012-28).
---------------------------------------------------------------------------

    \5\ 15 U.S.C. 78s(b)(2).

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\6\
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    \6\ 17 CFR 200.30-3(a)(31).
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Elizabeth M. Murphy,
Secretary.
[FR Doc. 2012-20593 Filed 8-21-12; 8:45 am]
BILLING CODE 8011-01-P