[Federal Register Volume 79, Number 212 (Monday, November 3, 2014)]
[Notices]
[Pages 65262-65263]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2014-26008]
=======================================================================
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-73448; File No. S7-24-89]
Joint Industry Plan; Order Approving Amendment No. 32 to the
Joint Self-Regulatory Organization Plan Governing the Collection,
Consolidation and Dissemination of Quotation and Transaction
Information for Nasdaq-Listed Securities Traded on Exchanges on an
Unlisted Trading Privileges Basis Submitted by the BATS Exchange, Inc.,
BATS Y-Exchange, Inc., Chicago Board Options Exchange, Incorporated,
Chicago Stock Exchange, Inc., EDGA Exchange, Inc., EDGX Exchange, Inc.,
Financial Industry Regulatory Authority, Inc., International Securities
Exchange LLC, NASDAQ OMX BX, Inc., NASDAQ OMX PHLX, Inc., Nasdaq Stock
Market LLC, National Stock Exchange, Inc., New York Stock Exchange LLC,
NYSE Arca, Inc., and NYSE MKT, LLC
October 28, 2014.
I. Introduction
On September 12, 2014, the Chicago Board Options Exchange,
Incorporated, on behalf of the Participants \1\ in the Joint Self-
Regulatory Organization Plan Governing the Collection, Consolidation,
and Dissemination of Quotation and Transaction Information for Nasdaq-
Listed Securities Traded on Exchanges on an Unlisted Trading Privileges
Basis (``Nasdaq/UTP Plan'' or ``Plan'') filed with the Securities and
Exchange Commission (``Commission'') pursuant to Rule 608 \2\ under the
Securities Exchange Act of 1934 (``Act'') \3\ a proposal to amend the
Plan \4\ to change certain of the voting requirements under the Plan.
The proposed amendment was published for comment in the Federal
Register on October 6, 2014.\5\ No comment letters were received in
response to the Notice. This order approves the proposal.
---------------------------------------------------------------------------
\1\ The Plan Participants (collectively, ``Participants'') are
the: BATS Exchange, Inc. (``BATS''); BATS Y-Exchange, Inc. (``BATS
Y''); Chicago Board Options Exchange, Incorporated (``CBOE'');
Chicago Stock Exchange, Inc. (``CHX''); EDGA Exchange, Inc.
(``EDGA''); EDGX Exchange, Inc. (``EDGX''); Financial Industry
Regulatory Authority, Inc. (``FINRA''); International Securities
Exchange LLC (``ISE''); NASDAQ OMX BX, Inc. (``BX''); NASDAQ OMX
PHLX, Inc. (``PHLX''); Nasdaq Stock Market LLC (``Nasdaq'');
National Stock Exchange, Inc. (``NSX''); New York Stock Exchange LLC
(``NYSE''); NYSE Amex, Inc. (``NYSEAmex''); and NYSE Arca, Inc.
(``NYSEArca'').
\2\ 17 CFR 240.608.
\3\ 15 U.S.C. 78k-1.
\4\ The Plan governs the collection, processing, and
dissemination on a consolidated basis of quotation information and
transaction reports in Eligible Securities for each of its
Participants. This consolidated information informs investors of the
current quotation and recent trade prices of Nasdaq securities. It
enables investors to ascertain from one data source the current
prices in all the markets trading Nasdaq securities. The Plan serves
as the required transaction reporting plan for its Participants,
which is a prerequisite for their trading Eligible Securities. See
Securities Exchange Act Release No. 55647 (April 19, 2007) 72 FR
20891 (April 26, 2007).
\5\ See Securities Exchange Act Release No. 73239 (September 26,
2014), 79 FR 60203 (``Notice'').
---------------------------------------------------------------------------
II. Description of the Proposal
The amendment proposes to change certain of the voting requirements
under the Plan to harmonize the voting requirements under the Plan with
the voting requirements under the CTA Plan and the CQ Plan.\6\
---------------------------------------------------------------------------
\6\ See Securities Exchange Act Release No. 73285 (October 1,
2014), 79 FR 60555 (October 7, 2014), Notice of SR-CTA/CQ-2014-02,
proposing to amend the voting requirements to: Raise, lower, add and
eliminate fees, and amend the capacity planning process.
---------------------------------------------------------------------------
This amendment revises the following voting requirements: \7\
---------------------------------------------------------------------------
\7\ The Notice stated that the amendment changed the vote
requirement for establishing procedures to select a new processor
from unanimity to a two-thirds majority vote. However, the
Commission has been informed by the attorney for the UTP Plan that
the Participants did not vote on this change, therefore, the change
is not included in this order. Email from Steven J. Abrams to
Katherine A. England, SEC, dated October 28, 2014.
---------------------------------------------------------------------------
The voting requirement to eliminate an existing fee or to
reduce an existing
[[Page 65263]]
fee, from unanimity to the affirmative vote of two-thirds of all
Participants entitled to vote;
the voting requirement to request system changes other
than those related to the processor function from a unanimous vote to
the affirmative vote of a majority of all Participants entitled to
vote;
establishes as the voting requirement to select a new
processor--the affirmative vote of two-thirds of all Participants
entitled to vote;
the default voting requirement from unanimity to the
affirmative vote of a majority of all Participants entitled to vote.
III. Discussion
After careful review, the Commission finds that the proposed
amendment to the Plan is consistent with the requirements of the Act
and the rules and regulations thereunder,\8\ and, in particular,
Section 11A(a)(1) of the Act \9\ and Rule 608 thereunder \10\ in that
they are necessary or appropriate in the public interest, for the
protection of investors and the maintenance of fair and orderly
markets, to remove impediments to, and perfect the mechanisms of, a
national market system.
---------------------------------------------------------------------------
\8\ The Commission has considered the proposed amendment's
impact on efficiency, competition, and capital formation. 15 U.S.C.
78c(f).
\9\ 15 U.S.C. 78k-1(a)(1).
\10\ 17 CFR 240.608.
---------------------------------------------------------------------------
A. Fee Setting
Amending the voting requirements, as proposed by the Participants,
should provide the Participants with greater flexibility to accomplish
the goals of the Plan. The change with respect to eliminating a fee and
reducing a fee would harmonize the voting requirement with the
counterpart voting requirements under the CTA Plan and the CQ Plan.
Changes with respect to reducing a fee would also harmonize the Plan
with counterpart voting requirement under the OPRA Plan. These changes
to the voting requirements should provide the Participants with greater
flexibility when amending the Plan's fee schedule.
B. System Changes
The change with respect to system changes subjects all system
changes to the same voting requirement, thereby providing Participants
greater flexibility and making it easier for the Participants to arrive
at decisions regarding necessary system upgrades and changes. The
Commission notes that the CTA Plan, the CQ Plan, and the OPRA Plan all
require a majority vote for decisions relating to system changes.
C. Processor Selection
The Commission believes that a two-thirds majority vote, rather
than unanimity, should facilitate decision-making regarding the
selection of a processor.
D. Default Voting Requirement
Changing the default voting requirement to the affirmative vote of
a majority of Participants, from a unanimous vote should provide
greater flexibility and facilitate the Participants' ability to take
action under the Plan. The Commission notes that the CTA Plan, the CQ
Plan, and the OPRA Plan require majority votes to act on matters for
which those plans do not specify a voting requirement. Thus, the change
harmonizes requirements under the Plan with corresponding requirements
under the CTA Plan, the CQ Plan, and the OPRA Plan.
IV. Conclusion
It is therefore ordered, pursuant to Section 11A of the Act,\11\
and Rule 608 thereunder,\12\ that the proposed amendment to Nasdaq/UTP
Plan (File No. S7-24-89) is approved.
---------------------------------------------------------------------------
\11\ 15 U.S.C. 78k-1.
\12\ 17 CFR 240.608.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\13\
---------------------------------------------------------------------------
\13\ 17 CFR 200.30-3(a)(27).
---------------------------------------------------------------------------
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2014-26008 Filed 10-31-14; 8:45 am]
BILLING CODE 8011-01-P