March 1, 2018
Response of the Office of Chief Counsel
Dear Ms. Crowley:
This letter is in response to your request for no-action relief dated February 9, 2018. A copy of your letter is attached with this response. Each capitalized term in this letter has the same meaning as in your letter.
Investors Exchange LLC ("IEX") is currently operating as a national securities exchange. IEX, on behalf of itself, its listed companies, and certain third-party filers, requests that the obligations of IEX-listed companies and certain third-party filers under the federal securities laws to file information with IEX be deemed satisfied by the public filing of such information electronically with the Commission through the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system pursuant to Regulation S-T and pursuant to the applicable IEX rules. In addition, IEX requests that documents publicly filed through EDGAR be deemed to have been received and maintained by IEX, as required under Rule 17a-1 of the Exchange Act. IEX represents that it obtains access to EDGAR filings through an online vendor subscription service that provides access to all public EDGAR filings within seconds of their submission to EDGAR.
Based on your representations and the facts presented, the Division of Corporation Finance will not recommend enforcement action to the Commission if, with respect to documents that are publicly filed electronically with the Commission through EDGAR pursuant to Regulation S-T, the following parties rely on electronic filing with the Commission to satisfy an obligation under the Securities Act or the Exchange Act to file copies of the documents with IEX:
This position may be relied upon with respect to any documents for which electronic filing through EDGAR is either mandatory or optional without submitting an additional request for no-action relief.
Based on your representations and the facts presented, the Division of Trading and Markets will not recommend enforcement action to the Commission if IEX relies upon documents publicly filed electronically with the Commission through EDGAR, in accordance with Regulation S-T, for purposes of compliance with:
These positions are based on the representations made to the Divisions in your letter. Any different facts may require the Divisions to reach different conclusions. Further, this response expresses the positions of the Divisions on enforcement action only and does not purport to express any legal conclusions on the questions presented. In addition, if a listed company or third-party filer files a document with the Commission in paper, for example, pursuant to a hardship exemption, these no-action positions may not be relied upon and paper filing with IEX would be required.
Heather L. Maples