[Federal Register Volume 82, Number 57 (Monday, March 27, 2017)]
[Notices]
[Pages 15258-15263]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2017-05919]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-80282; File No. SR-BX-2017-013]


Self-Regulatory Organizations; NASDAQ BX, Inc.; Notice of Filing 
of Proposed Rule Change, as Modified by Amendment No. 1, To Shorten the 
Settlement Cycle From T+3 to T+2

March 21, 2017.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that 
on March 9, 2017, NASDAQ BX, Inc. (``BX'' or ``Exchange'') filed with 
the Securities and Exchange Commission (``SEC'' or ``Commission'') the 
proposed rule change as described in Items I, II, and III, below, which 
Items have been prepared by the Exchange. On March 13, 2017, the 
Exchange filed Amendment No. 1.\3\ The Commission is publishing this 
notice to solicit comments on the proposed rule change, as modified by 
Amendment No. 1, from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ In Amendment No. 1, the Exchange proposes to capitalize the 
letter ``d'' in the word ``department'' in the proposed revisions to 
Rule 11140(b)(1), as set forth in Exhibit 5 to the filing, to 
conform to the Exchange's current rule text.
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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 BX Rules 11140 (Transactions in 
Securities ``Ex-Dividend,'' ``Ex-Rights'' or ``Ex-Warrants''), 11150 
(Transactions ``Ex-Interest'' in Bonds Which Are Dealt in ``Flat''), 
11210 (Sent by Each Party), 11320 (Dates of Delivery), 11620 
(Computation of Interest), and IM-11810 (Sample Buy-In Forms), to 
conform to the Commission's proposed amendment to SEA Rule 15c6-1(a) to 
shorten the standard settlement cycle for most broker-dealer 
transactions from three business days after the trade date (``T+3'') to 
two business days after the trade date (``T+2'') and the industry-led 
initiative to shorten the settlement cycle from T+3 to T+2.\4\
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    \4\ See Securities Exchange Act Release No. 78962 (September 28, 
2016), 81 FR 69240 (October 5, 2016) (Amendment to Securities 
Transaction Settlement Cycle) (File No. S7-22-16) (``SEC Proposing 
Release'').
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    The text of the proposed rule change is available on the Exchange's 
Web site at http://nasdaqbx.cchwallstreet.com/, at the principal office 
of the Exchange, and at the Commission's Public Reference Room.

[[Page 15259]]

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 Exchange 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
SEC Proposing Release
    On September 28, 2016, the Commission proposed amending SEA Rule 
15c6-1(a) to shorten the standard settlement cycle for most broker-
dealer transactions from T+3 to T+2 on the basis that the shorter 
settlement cycle would reduce the risks that arise from the value and 
number of unsettled securities transactions prior to the completion of 
settlement, including credit, market, and liquidity risk directly faced 
by U.S. market participants.\5\ The proposed rule amendment was 
published for comment in the Federal Register on October 5, 2016.\6\
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    \5\ See Securities and Exchange Commission Press Release 2016-
200: ``SEC Proposes Rule Amendment to Expedite Process for Settling 
Securities Transactions'' (September 28, 2016).
    \6\ See supra note 4.
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Background
    In 1995, the standard U.S. trade settlement cycle for equities, 
municipal and corporate bonds, and unit investment trusts, and 
financial instruments composed of these products was shortened from 
five business days after the trade date (``T+5'') to T+3.\7\ 
Accordingly, BX and other self-regulatory organizations (``SROs'') 
amended their respective rules to conform to the T+3 settlement 
cycle.\8\ Since that time, the SEC and the financial services industry 
have continued to explore the idea of shortening the settlement cycle 
even further.\9\
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    \7\ In 1993, the Commission adopted SEA Rule 15c6-1 which became 
effective in 1995. See Securities Exchange Act Release Nos. 33023 
(October 6, 1993), 58 FR 52891 (October 13, 1993) and 34952 
(November 9, 1994), 59 FR 59137 (November 16, 1994). SEA Rule 15c6-
1(a) provides, in relevant part, that ``a broker or dealer shall not 
effect or enter into a contract for the purchase or sale of a 
security (other than an exempted security, government security, 
municipal security, commercial paper, bankers' acceptances, or 
commercial bills) that provides for payment of funds and delivery of 
securities later than the third business day after the date of the 
contract unless otherwise expressly agreed to by the parties at the 
time of the transaction.'' 17 CFR 240.15c6-1(a). Although not 
covered by SEA Rule 15c6-1, in 1995, the Commission approved the 
Municipal Securities Rulemaking Board's rule change requiring 
transactions in municipal securities to settle by T+3. See 
Securities Exchange Act Release No. 35427 (February 28, 1995), 60 FR 
12798 (March 8, 1995) (Order Approving File No. SR-MSRB-94-10).
    \8\ See, e.g., Securities Exchange Act Release No. 35507 (March 
17, 1995), 60 FR15616 (March 24, 1995) (Order Approving File No. SR-
NASD-94-56); Securities Exchange Act Release No. 35506 (March 17, 
1995), 60 FR 15618 (March 24, 1995) (Order Approving File No. SR-
NYSE-94-40); and Securities Exchange Act Release No. 35553 (March 
31, 1995), 60 FR 18161 (April 10, 1995) (Order Approving File No. 
SR-Amex-94-57).
    \9\ See, e.g., Securities Industry Association (``SIA''), ``SIA 
T+1 Business Case Final Report'' (July 2000); Concept Release: 
Securities Transactions Settlement, Securities Exchange Act Release 
No. 49405 (March 11, 2004), 69 FR 12922 (March 18, 2004); and 
Depository Trust & Clearing Corporation, ``Proposal to Launch a New 
Cost-Benefit Analysis on Shortening the Settlement Cycle'' (December 
2011).
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    In April 2014, the Depository Trust & Clearing Corporation 
(``DTCC'') published its formal recommendation to shorten the standard 
U.S. trade settlement cycle to T+2 and announced that it would partner 
with market participants and industry organizations to devise the 
necessary approach and timelines to achieve T+2.\10\
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    \10\ See DTCC, ``DTCC Recommends Shortening the U.S. Trade 
Settlement Cycle'' (April 2014).
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    In an effort to improve the overall efficiency of the U.S. 
settlement system by reducing the attendant risks in T+3 settlement of 
securities transactions, and to align U.S. markets with other major 
global markets that have already moved to T+2, DTCC, in collaboration 
with the financial services industry, formed an Industry Steering 
Committee (``ISC'') and an industry working group and sub-working 
groups to facilitate the move to T+2.\11\ In June 2015, the ISC 
published a White Paper outlining the activities and proposed time 
frames that would be required to move to T+2 in the U.S.\12\ 
Concurrently, the Securities Industry and Financial Markets Association 
(``SIFMA'') and the Investment Company Institute (``ICI'') jointly 
submitted a letter to SEC Chair White, expressing support of the 
financial services industry's efforts to shorten the settlement cycle 
and identifying SEA Rule 15c6-1(a) and several SRO rules that they 
believed would require amendments for an effective transition to 
T+2.\13\ In March 2016, the ISC announced the industry target date of 
September 5, 2017 for the transition to a T+2 settlement cycle to 
occur.\14\
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    \11\ The ISC includes, among other participants, DTCC, the 
Securities Industry and Financial Markets Association and the 
Investment Company Institute.
    \12\ See ``Shortening the Settlement Cycle: The Move to T+2'' 
(June 18, 2015).
    \13\ See Letter from ICI and SIFMA to Mary Jo White, Chair, SEC, 
dated June 18, 2015. See also Letter from Mary Jo White, Chair to 
Kenneth E. Bentsen, Jr., President and CEO, SIFMA, and Paul Schott 
Stevens, President and CEO, ICI, dated September 16, 2015 
(expressing her strong support for industry efforts to shorten the 
trade settlement cycle to T+2 and commitment to developing a 
proposal to amend SEA Rule 15c6-1(a) to require standard settlement 
no later than T+2).
    \14\ See ISC Media Alert: ``US T+2 ISC Recommends Move to 
Shorter Settlement Cycle On September 5, 2017'' (March 7, 2016).
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Proposed Rule Change
    In light of the SEC Proposing Release that would amend SEA Rule 
15c6-1(a) to require standard settlement no later than T+2 and similar 
proposals from other SROs,\15\ BX is proposing changes to its rules 
pertaining to securities settlement by, among other things, amending 
the definition of ``standard'' settlement as occurring on T+2. SEA Rule 
15c6-1(a) currently establishes ``standard'' settlement as occurring no 
later than T+3 for all securities, other than an exempt security, 
government security, municipal security, commercial paper, bankers' 
acceptances, or commercial bills.\16\ BX is proposing changes to rules 
pertaining to securities settlement to support the industry-led 
initiative to shorten the standard settlement cycle to two business 
days. Most of the rules that BX has identified for these changes are 
successors to provisions under the legacy NASD Rules of Fair Practice 
and NASD Uniform Practice Code (``UPC'') that were amended when the 
Commission adopted SEA Rule 15c6-1(a), which established T+3 as the 
standard settlement cycle.\17\ As such, BX is proposing to amend BX 
Rules 11140 (Transactions in Securities ``Ex-

[[Page 15260]]

Dividend,'' ``Ex-Rights'' or ``Ex-Warrants''), 11150 (Transactions 
``Ex- Interest'' in Bonds Which Are Dealt in ``Flat''), 11320 (Dates of 
Delivery), and 11620 (Computation of Interest). In addition, BX is 
proposing to amend BX Rules 11210 (Sent by Each Party) and IM-11810 
(Sample Buy-In Forms) to conform provisions, where appropriate, to the 
T+2 settlement cycle.\18\
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    \15\ See, e.g., Securities Exchange Act Release No. 77744 (April 
29, 2016), 81 FR 26851 (May 4, 2016) (Order Approving File No. SR-
MSRB-2016-04).
    \16\ See supra note 7.
    \17\ The legacy NASD rules that were changed to conform to the 
move from T+5 to T+3 included Section 26 (Investment Companies) of 
the Rules of Fair Practice, and Section 5 (Transactions in 
Securities ``Ex-Dividend,'' ``Ex-Rights'' or ``Ex- Warrants''), 
Section 6 (Transactions ``Ex-Interest'' in Bonds Which Are Dealt in 
``Flat''), Section 12 (Dates of Delivery), Section 46 (Computation 
of Interest) and Section 64 (Acceptance and Settlement of COD 
Orders) of the UPC. See Securities Exchange Act Release No. 35507 
(March 17, 1995), 60 FR 15616 (March 24, 1995) (Order Approving File 
No. SR-NASD-94-56). See also Notice to Members 95-36 (May 1995) 
(enumerating the various sections under the NASD Rules of Fair 
Practice and UPC that were amended to implement T+3 settlement for 
securities transactions).
    \18\ BX Rules 11210 and IM-11810 are successors to legacy NASD 
UPC Section 9 (Sent by Each Party) and 59 (``Buying-in''), 
respectively, which remained unchanged during the transition from 
T+5 to T+3. See supra note 17.
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    The details of the proposed rule change are described below.
(1) BX Rule 11140 (Transactions in Securities ``Ex-Dividend,'' ``Ex- 
Rights'' or ``Ex-Warrants'')
    Rule 11140(b)(1) provides that for dividends or distributions, and 
the issuance or distribution of warrants, that are less than 25 percent 
of the value of the subject security, if definitive information is 
received sufficiently in advance of the record date, the date 
designated as the ``ex-dividend date'' shall be the second business day 
preceding the record date if the record date falls on a business day, 
or the third business day preceding the record date if the record date 
falls on a day designated by Exchange's Regulation Department \19\ as a 
non-delivery date. BX is proposing to shorten the time frames in Rule 
11140(b)(1) by one business day.
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    \19\ See supra note 3.
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(2) BX Rule 11150 (``Ex-Interest'' in Bonds Which Are Dealt in 
``Flat'')
    Rule 11150(a) prescribes the manner for establishing ``ex-interest 
dates'' for transactions in bonds or other similar evidences of 
indebtedness which are traded ``flat.'' Such transactions are ``ex-
interest'' on the second business day preceding the record date if the 
record date falls on a business day, on the third business day 
preceding the record date if the record date falls on a day other than 
a business day, or on the third business day preceding the date on 
which an interest payment is to be made if no record date has been 
fixed. BX is proposing to shorten the time frames in Rule 11150(a) by 
one business day.
(3) BX Rule 11210 (Sent by Each Party)
    Paragraphs (c) and (d) of Rule 11210 set forth the ``Don't Know'' 
(``DK'') voluntary procedures for using ``DK Notices'' or other forms 
of notices, respectively. Depending upon the notice used, a confirming 
member may follow the ``DK'' procedures when it sends a comparison or 
confirmation of a trade (other than one that clears through the 
National Securities Clearing Corporation (``NSCC'') or other registered 
clearing agency), but does not receive a comparison or confirmation or 
a signed ``DK'' from the contra-member by the close of four business 
days following the trade date of the transaction (``T+4''). The 
procedures generally provide that after T+4, the confirming member 
shall send a ``DK Notice'' (or similar notice) to the contra-member. 
The contra-member then has four business days after receipt of the 
confirming member's notice to either confirm or ``DK'' the transaction.
    BX is proposing to amend paragraphs (c) and (d) of Rule 11210 to 
provide that the ``DK'' procedures may be used by the confirming member 
if it does not receive a comparison or confirmation or signed ``DK'' 
from the contra-member by the close of one business day following the 
trade date of the transaction, rather than the current T+4.\20\ In 
addition, BX is proposing amendments to paragraphs (c)(2)(A), (c)(3), 
and (d)(5) of Rule 11210 to adjust the time in which a contra-member 
has to respond to a ``DK Notice'' (or similar notice) from four 
business days after the contra-member's receipt of the notice to two 
business days.
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    \20\ As stated above, the time frames in Rule 11210 remained 
unchanged during the transition from T+5 to T+3. In light of the 
industry-led initiative to shorten the standard settlement cycle and 
the SEC Proposing Release to amend SEA Rule 15c6-1(a) to establish 
T+2 as the standard settlement for most broker dealer transactions, 
the Exchange believes that the current time frames in Rule 11210 are 
more protracted than necessary even in a T+3 environment and as 
such, the Exchange is proposing to amend these time frames to 
reflect more current industry practices.
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(4) BX Rule 11320 (Dates of Delivery)
    Rule 11320 prescribes delivery dates for various transactions. 
Paragraph (b) states that for a ``regular way'' transaction, delivery 
must be made on, but not before, the third business day after the date 
of the transaction. BX is proposing to amend Rule 11320(b) to change 
the reference to third business day to second business day. Paragraph 
(c) provides that in a ``seller's option'' transaction, delivery may be 
made by the seller on any business day after the third business day 
following the date of the transaction. BX is proposing to amend Rule 
11320(c) to change the reference to third business day to second 
business day.
(5) BX Rule 11620 (Computation of Interest)
    In the settlement of contracts in interest-paying securities other 
than for cash, Rule 11620(a) requires the calculation of interest at 
the rate specified in the security up to, but not including, the third 
business day after the date of the transaction. The proposed amendment 
would shorten the time frame to the second business day. In addition, 
the proposed amendment would make non-substantive technical changes to 
the title of paragraph (a).
(6) BX Rule IM-11810 (Sample Buy-In Forms)
    Rule IM-11810(i)(1)(A) sets forth the fail-to-deliver and liability 
notice procedures where a securities contract is for warrants, rights, 
convertible securities or other securities which have been called for 
redemption; are due to expire by their terms; are the subject of a 
tender or exchange offer; or are subject to other expiring events such 
as a record date for the underlying security and the last day on which 
the securities must be delivered or surrendered is the settlement date 
of the contract or later.\21\
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    \21\ Rule IM-11810(i) is the successor to legacy NASD UPC 
Section 59(i) (Failure to Deliver and Liability Notice Procedures). 
When this provision was added to NASD's existing close-out 
procedures in 1984, it was drafted to be similar to the liability 
notice provisions adopted by the NSCC so that members that were also 
participants in NSCC could use the same procedures for both ex-
clearing and NSCC cleared transactions, thereby simplifying members' 
back office procedures.
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    Under Rule IM-11810(i)(1)(A), the receiving member delivers a 
liability notice to the owing counterparty. The liability notice sets a 
cutoff date for the delivery of the securities by the counterparty and 
provides notice to the counterparty of the liability attendant to its 
failure to deliver the securities in time. If the owing counterparty, 
or delivering member, delivers the securities in response to the 
liability notice, it has met its delivery obligation. If the delivering 
member fails to deliver the securities on the expiration date, it will 
be liable for any damages that may accrue thereby.
    Rule IM-11810(i)(1)(A) further provides that when both parties to a 
contract are participants in a registered clearing agency that has an 
automated liability notification service, transmission of the liability 
notice must be accomplished through such system.\22\ When the parties 
to a contract are not

[[Page 15261]]

both participants in a registered clearing agency that has an automated 
liability notification service, such notice must be issued using 
written or comparable electronic media having immediate receipt 
capabilities not later than one business day prior to the latest time 
and the date of the offer or other event in order to obtain the 
protection provided by the Rule.\23\
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    \22\ In 2007, NYSE Rule 180 was amended to require that when the 
parties to a failed contract were both participants in a registered 
clearing agency that had an automated service for notifying a 
failing party of the liability that will be attendant to a failure 
to deliver and the contract was to be settled through the facilities 
of that registered clearing agency, the transmission of the 
liability notification must be accomplished through the use of the 
registered clearing agency's automated liability notification 
system. See Securities Exchange Act Release No. 55132 (January 19, 
2007), 72 FR 3896 (January 26, 2007) (Order Approving File No. SR-
NYSE-2006-57).
    \23\ While Rule IM-11810 has undergone amendments over the 
years, the one-day time frame in paragraph (j) has remained 
unchanged. The one-day time frame also appears in comparable 
provisions of other SROs. See, e.g., NSCC Rules & Procedures, 
Procedure X (Execution of Buy-Ins) (Effective August 10, 2016); NYSE 
Rule 282.65 (Fail to Deliver and Liability Notice Procedures). See 
also infra note 31 and accompanying text.
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    Given the proposed shortened settlement cycle, BX is proposing to 
amend Rule IM-11810(i)(1)(A) in situations where both parties to a 
contract are not participants of a registered clearing agency with an 
automated notification service, by extending the time frame for 
delivery of the liability notice. Rule IM-11810(i)(1)(A) would be 
amended to provide that in such cases, the receiving member must send 
the liability notice to the delivering member as soon as practicable 
but not later than two hours prior to the cutoff time set forth in the 
instructions on a specific offer or other event to obtain the 
protection provided by the Rule. BX believes that extending the time 
given to the receiving member to transmit liability notifications will 
maintain the efficiency of the notification process while mitigating 
the possible overuse of such notifications.
    Currently, BX understands that the identity of the counterparty, or 
delivering member, becomes known to the receiving member by mid-day on 
the business day after trade date (``T+1''), and by that time, the 
receiving member will generally also know which transactions are 
subject to an event identified in Rule IM-11810(i)(1)(A) that would 
prompt the receiving member to issue a liability notice to the 
delivering member. BX believes that the receiving member regularly 
issues liability notices to the seller or other parties from which the 
securities involved are due when the security is subject to an event 
identified in Rule IM-11810(i)(1)(A) during the settlement cycle as a 
way to mitigate the risk of a potential fail-to-deliver. In the current 
T+3 settlement environment, the one business day time frame gives the 
receiving member the requisite time needed to identify the parties 
involved and undertake the liability notification process.
    However, BX believes that the move to a T+2 settlement environment 
will create inefficiencies in the liability notification process under 
Rule IM-11810(i)(1)(A) when both parties to a contract are not 
participants in a registered clearing agency with an automated 
notification service. The shorter settlement cycle, with the loss of 
one business day, would not afford the receiving member sufficient time 
to: (1) Ascertain that the securities are subject to an event listed in 
Rule IM-11810(i)(1)(A) during the settlement cycle; (2) identify the 
delivering member and other parties from which the securities involved 
are due; and (3) determine the likelihood that such parties may fail to 
deliver. Where the receiving member has sufficient time (e.g., one 
business day after), it can transmit liability notices as needed to the 
right parties. However, as a consequence of the shortened settlement 
cycle, the receiving member would be compelled to issue liability 
notices proactively to all potentially failing parties as a matter of 
course to preserve its rights against such parties without the benefit 
of knowing which transactions would actually necessitate the delivery 
of such notice. This would create a significant increase in the volume 
of liability notices members send and receive, many of which may be 
unnecessary. Members would then have to manage this overabundance of 
liability notices, increasing the possibility of errors, which would 
adversely impact the efficiency of the process. Therefore, BX believes 
its proposal to extend the time for the receiving member to deliver a 
liability notice when the parties to a contract are not both 
participants in a registered clearing agency with an automated 
notification service would help alleviate the potential burden on the 
liability notification process in a T+2 settlement environment.
Implementation
    BX will announce the operative date of the proposed rule change in 
an Equity Regulatory Alert, which date would correspond with the 
industry-led transition to a T+2 standard settlement, and the 
compliance date of the proposed amendment to SEA Rule 15c6-1(a) that 
the Commission may adopt, to require standard settlement no later than 
T+2.\24\
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    \24\ See supra note 4.
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2. Statutory Basis
    The Exchange believes that its proposal is consistent with Section 
6(b) of the Act,\25\ in general, and furthers the objectives of Section 
6(b)(5) of the Act,\26\ in particular, in that it is designed 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, and, in general, to protect investors and 
the public interest. The Exchange believes that the proposed rule 
change supports the supports the industry-led initiative to shorten the 
settlement cycle to two business days. Moreover, the proposed rule 
change is consistent with the SEC's proposed amendment to SEA Rule 
15c6-1(a) to require standard settlement no later than T+2. BX believes 
that the proposed rule change will provide the regulatory certainty to 
facilitate the industry-led move to a T+2 settlement cycle. As noted 
herein, upon approval, BX will announce the operative date of the 
proposed rule change in an Equity Regulatory Alert, which date would 
correspond with the industry-led transition to a T+2 standard 
settlement, and the compliance date of the Commission's proposed 
amendment to SEA Rule 15c6-1(a) to require standard settlement no later 
than T+2.
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    \25\ 15 U.S.C. 78f(b).
    \26\ 15 U.S.C. 78f(b)(5).
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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 not necessary or appropriate in 
furtherance of the purposes of the Act. The proposed rule change makes 
changes to rules pertaining to securities settlement and is intended to 
facilitate the implementation of the industry-led transition to a T+2 
settlement cycle. Moreover, the proposed rule changes are consistent 
with the SEC's proposed amendment to SEA Rule 15c6-1(a) to require 
standard settlement no later than T+2. Accordingly, BX believes that 
the proposed changes do not impose any burdens on the industry in 
addition to those necessary to implement amendments to SEA Rule 15c6-
1(a) as described and enumerated in the SEC Proposing Release.\27\
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    \27\ See supra note 4.
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    These conforming changes include changes to rules that specifically 
establish the settlement cycle as well as rules that establish time 
frames based on settlement dates, including for certain post-settlement 
rights and obligations. BX believes that the proposed changes set forth 
in the filing are necessary to

[[Page 15262]]

support a standard settlement cycle across the U.S. for secondary 
market transactions in equities, corporate and municipal bonds, unit 
investment trusts, and financial instruments composed of these 
products, among other things.\28\ A standard U.S. settlement cycle for 
such products is critical for the operation of fair and orderly 
markets.
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    \28\ See supra note 4.
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C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    A previous version of the proposed rule change was published for 
comment in Equity Regulatory Alert 2016-4 on May 18, 2016. Two comments 
were received in response to the Regulatory Alert.\29\ A copy of the 
Regulatory Alert is attached as Exhibit 2a.\30\ Copies of the comment 
letters received in response to the Regulatory Notice are attached as 
Exhibits 2d and a list of comments is attached as Exhibit 2c.
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    \29\ See Letter from Martin A. Burns, Chief Industry Operations 
Officer, Investment Company Institute to John Zecca, Senior Vice 
President, Marketwatch dated June 8, 2016 (``ICI''); letter from 
Thomas F. Price, Managing Director, Operations, Securities Industry 
and Financial Markets Association, to John Zecca, Senior Vice 
President Market Watch dated June 8, 2016 (``SIFMA'').
    \30\ The Commission notes that the exhibits referred to are 
attached to the filing and not to this Notice.
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    Both of the letters received expressed support for the industry led 
move to T+2 stating, among other benefits, that the move will align 
U.S. markets with international markets that already work in the T+2 
environment, improve the overall efficiency and liquidity of the 
securities markets, and the stability of the financial system by 
reducing counterparty risk and pro-cyclical and liquidity demands, and 
decreasing clearing capital requirements. SIFMA also provided their 
view on the proposed amendments to two rules under the BX Rule 11800 
Series (Buying In).
BX Rule IM-11810(i)--Sample Buy-In Forms
    In its comment letter, SIFMA raised a concern with the one-day time 
frame in Rule IM-11810(i)(1)(A), asserting that the requirement for the 
delivering member to deliver a liability notice to the receiving member 
no later than one business day prior to the latest time and the date of 
the offer or other event in order to obtain the protection provided by 
the Rule may no longer be appropriate in a T+2 environment in some 
situations such as where the delivery obligation is transferred to 
another party as a result of continuous net settlement, settlements 
outside of the NSCC, and settlements involving a third party that is 
not a BX member firm. SIFMA noted that NYSE Rule 180 (Failure to 
Deliver) includes a similar requirement for NYSE member firms that are 
participants in a registered clearing agency to transmit liability 
notification through an automated notification service and proposed 
amending Rule IM-11810(i)(1)(A) to omit the reference to a notification 
time frame, which would align with NYSE Rule 180.\31\ In the 
alternative, SIFMA proposed amending Rule IM-11810(i)(1)(A) to require 
that the liability notice be delivered in a ``reasonable amount of 
time'' ahead of the settlement obligation in light of facts and 
circumstances. SIFMA maintained that under either proposed amendment to 
paragraph (j), the delivering member would be liable for any damages 
caused by its failure to deliver in a timely fashion.
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    \31\ See NYSE Rule 180 (Failure to Deliver) providing in part 
that ``[w]hen the parties to a contract are both participants in a 
registered clearing agency which has an automated service for 
notifying a failing party of the liability that will be attendant to 
a failure to deliver and that contract was to be settled through the 
facilities of said registered clearing agency, the transmission of 
the liability notification must be accomplished through use of said 
automated notification service.'' BX notes that NYSE Rule 180 does 
not address the transmission of the liability notification for 
parties to a contract that are not both participants in a registered 
clearing agency (or non-participants). The transmission of the 
liability notification for non-participants is addressed under NYSE 
Rule 282.65 (Failure to Deliver and Liability Notice Procedures). 
See supra note 23.
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    While BX did not initially propose amendments to Rule IM-11810 for 
the T+2 initiative,\32\ in light of SIFMA's concern regarding Rule IM-
11810(i)(1)(A), BX is proposing to amend the Rule to provide that, 
where both parties to a contract are not participants of a registered 
clearing agency with an automated notification service, the receiving 
member must send the liability notice to the delivering member as soon 
as practicable but not later than two hours prior to the cutoff time 
set forth in the instructions on a specific offer or other event to 
obtain the protection provided by the Rule.\33\
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    \32\ See Equity Regulatory Alert 2016-4.
    \33\ BX expects similar amendments to other comparable SRO 
provisions in NYSE Rule 282.65 (Fail to Deliver and Liability Notice 
Procedures) and FINRA Rule 11810 (Buying-in), and NSCC Rules & 
Procedures, Procedure X (Execution of Buy-Ins) to address SIFMA's 
concern about the one-day notification time frame.
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III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    Within 45 days of the date of publication of this notice in the 
Federal Register or within such longer period (i) as the Commission may 
designate up to 90 days of such date if it finds such longer period to 
be appropriate and publishes its reasons for so finding or (ii) as to 
which the Exchange consents, the Commission shall: (a) By order approve 
or disapprove such proposed rule change, or (b) institute proceedings 
to determine whether the proposed rule change should be disapproved.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the proposed rule 
change, as modified by Amendment No. 1, 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 protected]. Please include 
File Number SR-BX-2017-013 on the subject line.

Paper Comments

     Send paper comments in triplicate to Secretary, Securities 
and Exchange Commission, 100 F Street NE., Washington, DC 20549-1090.

All submissions should refer to File Number SR-BX-2017-013. 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

[[Page 15263]]

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-BX-2017-013, and should be 
submitted on or before April 17, 2017.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\34\
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    \34\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-05919 Filed 3-24-17; 8:45 am]
 BILLING CODE 8011-01-P