22006 Federal Register / Vol. 77, No. 71 / Thursday, April 12, 2012 / Notices 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

Practices Concerning Elevated Risk 

Complex Structured Finance Activities 

(‘‘Statement’’) under the Securities 

Exchange Act of 1934 (15 U.S.C. 78a et 

seq.) (‘‘Exchange Act’’) and the 

Investment Advisers Act of 1940 (15 

U.S.C. 80b et seq.) (‘‘Advisers Act’’). The 

Commission plans to submit this 

existing collection of information to the 

Office of Management and Budget 

(‘‘OMB’’) for extension and approval. 

The Statement was issued by the 

Commission, together with the Office of 

the Comptroller of the Currency, the 

Board of Governors of the Federal 

Reserve System, the Federal Deposit 

Insurance Corporation, and the Office of 

Thrift Supervision (together, the 

‘‘Agencies’’), in May 2006. The 

Statement describes the types of internal 

controls and risk management 

procedures that the Agencies believe are 

particularly effective in assisting 

financial institutions to identify and 

address the reputational, legal, and 

other risks associated with elevated risk 

complex structured finance 

transactions. 

The primary purpose of the Statement 

is to ensure that these transactions 

receive enhanced scrutiny by the 

institution and to ensure that the 

institution does not participate in illegal 

or inappropriate transactions. 

The Commission estimates that 

approximately 5 registered brokerdealers or investment advisers will 

spend an average of approximately 25 

hours per year complying with the 

Statement. Thus, the total compliance 

burden is estimated to be approximately 

125 burden-hours per year. 

Written comments are invited on: (a) 

Whether the proposed collection of 

information is necessary for the proper 

performance of the functions of the 

Commission, including whether the 

information shall have practical utility; 

(b) the accuracy of the Commission’s 

estimates of the burden of the proposed 

collection of information; (c) ways to 

enhance the quality, utility, and clarity 

of the information to be collected; and 

(d) ways to minimize the burden of the 

collection of information on 

respondents, including through the use 

of automated collection techniques or 

other forms of information technology. 

Consideration will be given to 

comments and suggestions submitted in 

writing within 60 days of this 

publication. 

The Commission may not conduct or 

sponsor a collection of information 

unless it displays a currently valid 

control number. No person shall be 

subject to any penalty for failing to 

comply with a collection of information 

subject to the PRA that does not display 

a valid Office of Management and 

Budget (OMB) control number. 

Please direct your written comments 

to: Thomas Bayer, Director/Chief 

Information Officer, Securities and 

Exchange Commission, c/o Remi PavlikSimon, 6432 General Green Way, 

Alexandria, Virginia 22312 or send an 

email to: PRA_Mailbox@sec.gov. 

Dated: April 6, 2012. 

Kevin M. O’Neill, 

Deputy Secretary. 

[FR Doc. 2012–8793 Filed 4–11–12; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

Proposed Collection; Comment 

Request 

Upon Written Request, Copies Available 

From: Securities and Exchange 

Commission, Office of Investor 

Education and Advocacy, 

Washington, DC 20549–0213. 

Extension: 

Regulation D and Form D, OMB Control 

No. 3235–0076, SEC File No. 270–072. 

Notice is hereby given that, pursuant 

to the Paperwork Reduction Act of 1995 

(44 U.S.C. 3501 et seq.), the Securities 

and Exchange Commission 

(‘‘Commission’’) is soliciting comments 

on the collection of information 

summarized below. The Commission 

plans to submit this existing collection 

of information to the Office of 

Management and Budget for extension 

and approval. 

Regulation D (17 CFR 230.501 et seq.) 

sets forth rules governing the limited 

offer and sale of securities without 

Securities Act registration. The purpose 

of Form D (17 CFR 239.500) is to collect 

empirical data, which provides a 

continuing basis for action by the 

Commission either in terms of 

amending existing rules and regulations 

or proposing new ones. In addition, the 

Form D allows the Commission to elicit 

information necessary in assessing the 

effectiveness of Regulation D (17 CFR 

230.501 et seq.) and Section 4(6) of the 

Securities Act of 1933 (15 U.S.C. 77d(6)) 

as capital-raising devices for all 

businesses. Approximately 25,000 

issuers file Form D and it takes 

approximately 4 hours per response. We 

estimate that 25% of 4 hours per 

response (1 hour per response) is 

prepared by the issuer for an annual 

reporting burden 25,000 hours (1 hour 

per response × 25,000 responses). The 

remaining 75% of the burden is 

prepared by outside counsel. 

Written comments are invited on: (a) 

Whether this collection of information 

is necessary for the proper performance 

of the functions of the agency, including 

whether the information will have 

practical utility; (b) the accuracy of the 

agency’s estimate of the burden imposed 

by the collection of information; (c) 

ways to enhance the quality, utility, and 

clarity of the information collected; and 

(d) ways to minimize the burden of the 

collection of information on 

respondents, including through the use 

of automated collection techniques or 

other forms of information technology. 

Consideration will be given to 

comments and suggestions submitted in 

writing within 60 days of this 

publication. 

Please direct your written comments 

to Thomas Bayer, Director/Chief 

Information Officer, Securities and 

Exchange Commission, c/o Remi PavlikSimon, 6432 General Green Way, 

Alexandria, Virginia 22312; or send an 

email to: PRA_Mailbox@sec.gov. 

Dated: April 6, 2012. 

Kevin M. O’Neill, 

Deputy Secretary. 

[FR Doc. 2012–8792 Filed 4–11–12; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–66761; File No. SR–EDGX– 

2012–13] 

Self-Regulatory Organizations; EDGX 

Exchange, Inc.; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change Relating to New EDGX 

Rule 11.22 Requiring Members To 

Input Accurate Information Into the 

System 

April 6, 2012. 

Pursuant to Section 19(b)(1) of the 

Securities Exchange Act of 1934 (the 

‘‘Act’’),1 and Rule 19b–4 thereunder,2

notice is hereby given that on April 2, 

2012, EDGX Exchange, Inc. (the 

‘‘Exchange’’ or ‘‘EDGX’’) filed with the 

Securities and Exchange Commission 

(‘‘Commission’’) the proposed rule 

change as described in Items I, II, and 

III below, which items have been 

prepared by the Exchange. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 

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Federal Register / Vol. 77, No. 71 / Thursday, April 12, 2012 / Notices 22007 

3The term ‘‘System’’ is defined in EDGX Rule 

1.5(cc). 

4Members utilize an industry standard Financial 

Information eXchange (‘‘FIX’’) protocol to 

electronically enter orders into the System. 

Members populate certain FIX fields (i.e., tags) to 

indicate certain terms of the order. FIX tag 47 is 

used to identify the Member’s capacity. 

5See Securities Exchange Act Release No. 63969 

(February 25, 2011), 76 FR 12155 (March 4, 2011); 

and Securities Exchange Act Release No. 63970 

(February 25, 2011), 76 FR 12204 (March 4, 2011). 

6See Securities Exchange Act Release No. 59547 

(March 10, 2009), 74 FR 11386 (March 17, 2009). 

7 15 U.S.C. 78s(b)(1). 

8 15 U.S.C. 78f(b). 

9 15 U.S.C. 78f(b)(5). 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to adopt new 

EDGX Rule 11.22 to require Members to 

input accurate information into the 

System,3 including, but not limited to, 

identifying each order accurately as a 

principal, agency, or riskless principal 

order. The text of the proposed rule 

change is available on the Exchange’s 

Web site at www.directedge.com, at the 

Exchange’s principal office, and at the 

Public Reference Room of the 

Commission. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

Exchange included statements 

concerning the purpose of, and basis for, 

the proposed rule change and discussed 

any comments it received on the 

proposed rule change. The text of these 

statements may be examined at the 

places specified in Item IV below. The 

self-regulatory organization has 

prepared summaries, set forth in 

Sections A, B and C below, of the most 

significant aspects 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 add new 

EDGX Rule 11.22 for the purpose of 

increasing transparency and to enhance 

the surveillance database and audit trail 

of transaction data used by the 

Exchange in surveillance of its market. 

The proposed rule change would 

require Members to input accurate 

information into the System, including, 

but not limited to, identifying the 

capacity of each order accurately as a 

principal, agency, or riskless principal 

order. For purposes of surveillance, the 

Exchange currently identifies the 

capacity of each order as principal, 

agency, or riskless principal; however, 

several other capacities are accepted 

upon order entry, including no 

response, which are thereafter mapped 

to one of the above-listed order 

capacities. By requiring Members to 

accurately submit an order capacity for 

each order and to otherwise input 

accurate information into the System, 

the Exchange will be able to more 

precisely identify the type of order 

received and more effectively surveil for 

abusive trading. 

EDGX does not currently have a rule 

that makes an explicit statement 

regarding a Member’s obligation to 

input accurate information into the 

System. However, currently, in FIX tag 

47,4 Members are asked to populate 

their capacity when entering orders into 

the Exchange’s System; however, if the 

field is left blank by the Member, it is 

automatically populated with an ‘‘A’’ 

value (denoting agency). 

Notwithstanding, EDGX believes that 

disciplinary cases against Members 

entering inaccurate or incomplete 

information may be brought 

appropriately under EDGX Rule 3.1, 

which requires Members to observe high 

standards of commercial honor and just 

and equitable principles of trade. Rule 

3.1 protects the investing public and the 

securities industry from dishonest 

practices that are unfair to investors or 

hinder the functioning of a free and 

open market, even though those 

practices may not be illegal or violate a 

specific rule or regulation. Because of 

the regulatory importance of inputting 

accurate information into the System, 

EDGX believes a rule that directly 

addresses Members’ obligation to 

provide accurate information is 

warranted. The proposed rule makes 

clear Members’ obligation to input 

accurate information into the System 

and that failure to do so would be 

considered a violation of EDGX Rules. 

In addition, once the rule is effective, if 

Members do not input the capacity in 

which they are acting (principal, agent, 

or riskless principal) into the System, 

the order will be rejected back to the 

Member by the Exchange. 

EDGX notes that both BATS Exchange 

Inc. (‘‘BATS’’) and BATS–Y Exchange, 

Inc. (‘‘BYX’’) have adopted rules 

materially identical to proposed EDGX 

Rule 11.22.5 Similarly, the Commission 

has previously approved rules proposed 

by the NASDAQ Stock Market LLC 

(‘‘NASDAQ’’) requiring participants to 

ensure that accurate information is 

entered into NASDAQ’s system, 

including, but not limited to, the 

capacity in which the participant is 

acting.6 Thus, the proposed rule change 

would bring EDGX Rules in line with 

those of other self-regulatory 

organizations. 

In order to allow Members sufficient 

time to review and complete any 

systems changes necessitated by this 

filing, the Exchange will notify 

Members via information circular of an 

exact implementation date for the 

proposed rule change, which will be no 

later than August 31, 2012. 

2. Statutory Basis 

The rule change proposed in this 

submission is consistent with the 

requirements of Section 19(b)(1) of the 

Act 7 and the rules and regulations 

thereunder that are applicable to a 

national securities exchange, and, in 

particular, with the requirements of 

Section 6(b) of the Act.8 Specifically, for 

the reasons described above, the 

proposed change is consistent with 

Section 6(b)(5) of the Act,9 because it is 

designed to prevent fraudulent and 

manipulative acts and practices, to 

promote just and equitable principles of 

trade, to foster cooperation and 

coordination with persons engaged in 

regulating, clearing, settling, processing 

information with respect to, and 

facilitating transactions in securities, to 

remove impediments to and perfect the 

mechanism of a free and open market 

and a national market system, and to 

protect investors and the public interest. 

Specifically, the changes proposed 

herein will serve to promote the 

accuracy of information input into the 

Exchange. Accurate information is 

necessary for the efficient and fair 

operation of the Exchange, and will 

assist the Exchange in surveilling the 

markets for abusive or otherwise 

violative trading activity. 

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. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

The Exchange has neither solicited 

nor received written comments on the 

proposed rule change. 

mstockstill on DSK4VPTVN1PROD with NOTICES

22008 Federal Register / Vol. 77, No. 71 / Thursday, April 12, 2012 / Notices 

10 15 U.S.C. 78s(b)(3)(A). 

11 17 CFR 240.19b–4 (f)(6). 

12 17 CFR 240.19b–4 (f)(6)(iii). 

13See, e.g., NASDAQ Rule 4611(a)(6), BATS Rule 

11.21 and BYX Rule 11.21. 14 17 CFR 200.30–3(a)(12). 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

3A Member is any registered broker or dealer, or 

any person associated with a registered broker or 

dealer, that has been admitted to membership in the 

Exchange. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The Exchange has designated this rule 

filing as non-controversial under 

Section 19(b)(3)(A) of the Act 10 and 

paragraph (f)(6) of Rule 19b–4 

thereunder.11 The Exchange asserts that 

the proposed rule change: (1) Will not 

significantly affect the protection of 

investors or the public interest, (2) will 

not impose any significant burden on 

competition, and (3) will not become 

operative for 30 days from the date on 

which it was filed, or such shorter time 

as designated by the Commission. The 

Exchange provided the Commission 

with written notice of its intent to file 

the proposed rule change, along with a 

brief description and text of the 

proposed rule change, at least five 

business days prior to the date of filing, 

or such shorter time as the Commission 

may designate.12 In addition, the 

Exchange believes that the proposal to 

require Members to identify the capacity 

of each order as either a principal, 

agency, or riskless principal order does 

not present any policy issues that have 

not previously been considered by the 

Commission, but rather, is a minor 

change to the Exchange’s existing rules 

that is consistent with the rules of other 

national securities exchanges.13 For the 

foregoing reasons, this rule filing 

qualifies for immediate effectiveness as 

a ‘‘non-controversial’’ rule change under 

paragraph (f)(6) of Rule 19b–4. 

At any time within 60 days of the 

filing of the proposed rule change, the 

Commission summarily may 

temporarily suspend such rule change if 

it appears to the Commission that such 

action is necessary or appropriate in the 

public interest, for the protection of 

investors, or otherwise in furtherance of 

the purposes of the Act. 

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 rulecomments@sec.gov. Please include File 

Number SR–EDGX–2012–13 on the 

subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Elizabeth M. Murphy, Secretary, 

Securities and Exchange Commission, 

100 F Street NE., Washington, DC 

20549–1090. 

All submissions should refer to File 

Number SR–EDGX–2012–13. 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 

a.m. and 3 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–EDGX– 

2012–13 and should be submitted on or 

before May 3, 2012. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.14

Kevin M. O’Neill, 

Deputy Secretary. 

[FR Doc. 2012–8785 Filed 4–11–12; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–66763; File No. SR–EDGA– 

2012–13] 

Self-Regulatory Organizations; EDGA 

Exchange, Inc.; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change Relating to Amendments 

to the EDGA Exchange, Inc. Fee 

Schedule 

April 6, 2012. 

Pursuant to Section 19(b)(1) of the 

Securities Exchange Act of 1934 (the 

‘‘Act’’),1 and Rule 19b–4 thereunder,2

notice is hereby given that on March 30, 

2012 the EDGA Exchange, Inc. (the 

‘‘Exchange’’ or the ‘‘EDGA’’) filed with 

the Securities and Exchange 

Commission (‘‘Commission’’) the 

proposed rule change as described in 

Items I, II, and III below, which items 

have been prepared by the selfregulatory organization. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to amend its 

fees and rebates applicable to Members 3

of the Exchange pursuant to EDGA Rule 

15.1(a) and (c). All of the changes 

described herein are applicable to EDGA 

Members. The text of the proposed rule 

change is available on the Exchange’s 

Internet Web site at http:// 

www.directedge.com, at the Exchange’s 

principal office, and at the Public 

Reference Room of the Commission. 

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 these statements may be examined at 

the places specified in Item IV below. 

The self-regulatory organization has 

prepared summaries, set forth in 

sections A, B and C below, of the most 

significant aspects of such statements. 

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