80 FR 33305 - Self-Regulatory Organizations; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change by Miami International Securities Exchange LLC To Amend the Amended and Restated Certificate of Incorporation and the Amended and Restated By-Laws of the Sole Limited Liability Company Member of MIAX, Miami International Holdings, Inc.
SECURITIES AND EXCHANGE COMMISSION Federal Register Volume 80, Issue 112 (June 11, 2015)
Federal Register Volume 80, Issue 112 (June 11, 2015)
| Page Range | 33305-33308 | |
| FR Document | 2015-14243 |
[Federal Register Volume 80, Number 112 (Thursday, June 11, 2015)] [Notices] [Pages 33305-33308] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2015-14243] ======================================================================= ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Release No. 34-75116; File No. SR-MIAX-2015-38] Self-Regulatory Organizations; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change by Miami International Securities Exchange LLC To Amend the Amended and Restated Certificate of Incorporation and the Amended and Restated By-Laws of the Sole Limited Liability Company Member of MIAX, Miami International Holdings, Inc. June 5, 2015. Pursuant to the provisions of 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 May 28, 2015, Miami International Securities Exchange LLC (``MIAX'' or ``Exchange'') filed with the Securities and Exchange Commission (``Commission'') a 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. --------------------------------------------------------------------------- \1\ 15 U.S.C. 78s(b)(1). \2\ 17 CFR 240.19b-4. --------------------------------------------------------------------------- I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The Exchange is filing a proposal to amend the Amended and Restated Certificate of Incorporation and the Amended and Restated By-Laws of the sole limited liability company member of MIAX, Miami International Holdings, Inc. The text of the proposed rule change is available on the Exchange's Web site at http://www.miaxoptions.com/filter/wotitle/rule_filing, at MIAX's principal office, 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 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 Statutory Basis for, the Proposed Rule Change 1. Purpose The Exchange proposes to amend certain sections of: (i) The Amended and Restated Certificate of Incorporation (``MIH Certificate of Incorporation''), and (ii) the Amended and Restated By-Laws (``MIH By- Laws''), of the sole limited liability company member of the Exchange, Miami International Holdings, Inc. (``MIH'') to replace all references to MIAX contained therein with references to a new defined term ``Controlled National Securities Exchange.'' This proposed amendment is based upon use of the identical defined term in the corporate documents of another national securities exchange.\3\ The term ``Controlled National Securities Exchange'' is proposed to be defined as any national securities exchange which MIH shall control, directly or indirectly.\4\ As proposed, the defined term ``Controlled National Securities Exchange'' would be more comprehensive than simple references to MIAX in that it would equally apply to any other national securities exchange that MIH may control, directly or indirectly, in the future. As specifically noted in the proposed MIH Certificate of Incorporation and MIH By-Laws,\5\ such defined term would continue to cover MIAX (the sole national securities exchange currently controlled, directly or indirectly, by MIH) for so long as MIAX is controlled, directly or indirectly, by MIH. The Exchange also proposes to amend the MIH Certificate of Incorporation to make other non-substantive revisions which (i) correspond to the aforementioned updated references to ``Controlled National Securities Exchange,'' and (ii) reflect other minor changes to charter provisions no longer applicable since the Commission granted the Exchange's registration as a national securities exchange on December 3, 2012.\6\ --------------------------------------------------------------------------- \3\ See Certificate of Incorporation of International Securities Exchange Holdings, Inc. (``ISE Holdings''), Article Fourth, Section III, Articles Tenth through Fourteenth; Second Amended and Restated By-Laws of ISE Holdings, Article I, Sections 1.4, 1.5 and 1.6, Article X, Section 10.1 and Article XI, Sections 11.1(b) and 11.2(b). See also Securities Exchange Act Release Nos. 59135 (December 22, 2008), 73 FR 79954 (December 30, 2008) (SR-ISE-2008- 85). \4\ Such other national securities exchange has defined the term in substantially the same manner as proposed to be defined by MIAX. See Certificate of Incorporation of ISE Holdings, Article Fourth, Section III(a); Second Amended and Restated By-Laws of ISE Holdings, Article I, Section 1.4. See also Securities Exchange Act Release Nos. 59135 (December 22, 2008), 73 FR 79954 (December 30, 2008) (SR- ISE-2008-85). \5\ See Amended and Restated Certificate of Incorporation of MIH, Article Eighth; Amended and Restated By-Laws of MIH, Article VI, Section 2. \6\ See Securities Exchange Act Release No. 68341 (December 3, 2012), 77 FR 73089 (December 7, 2012) (File No. 10-207). --------------------------------------------------------------------------- MIH Certificate of Incorporation The Exchange proposes to amend the MIH Certificate of Incorporation to substitute references to MIAX with the defined term ``Controlled National Securities Exchange'' and define it in Article EIGHTH as follows: For so long as this Corporation shall control, directly or indirectly, one or more national securities exchange (each a ``Controlled National Securities Exchange''), including but not limited to Miami International Securities Exchange, LLC, or a facility thereof . . . . Article EIGHTH would thereby make clear that MIAX is covered as a Controlled National Securities Exchange. The terminology ``Controlled National Securities Exchange,'' ``a Controlled National Securities Exchange,'' or ``each Controlled National Securities Exchange'' would be substituted in place of the terminology ``Miami International Securities Exchange, LLC'' or ``the Miami International Securities Exchange, LLC'' in Article EIGHTH (to require that any amendment to or any repeal of any provision of the MIH Certificate of Incorporation be submitted to the Board of Directors of each Controlled National Securities Exchange), Article NINTH and Article NINTH subsections (a)(ii), (b)(i), and (b)(ii)(B) (to impose limitations on the voting, transfer and ownership of shares of MIH's capital stock for so long as MIH shall control, directly or indirectly, any Controlled National Securities Exchange). These changes would (i) enable the MIH Certificate of Incorporation to accommodate the potential future ownership of more than one national securities exchange by MIH, and (ii) ensure that any such future MIH Controlled National Securities Exchange would enjoy and would be subject to the same requirements, limitations and other self-regulatory organization [[Page 33306]] (``SRO'') standards as currently apply with respect to MIAX under MIH's charter documents. This amendment would not affect any of the requirements, limitations or other SRO standards which currently, and will continue to, apply with respect to MIAX under MIH's charter documents. No changes to the ownership or corporate structure of MIAX or MIH are proposed by this proposed rule change. The Exchange also proposes to clarify the defined term ``Exchange Member'' in Article NINTH, Subsection (a)(ii)(D), so that it would apply to ``any Person that is a registered broker or dealer that has been admitted to membership in a Controlled National Securities Exchange'' rather than to ``any Person that is a registered broker or dealer that has been admitted to membership in the national securities exchange known as Miami International Securities, LLC'' as it is currently defined. This change would broaden the defined term ``Exchange Member'' to include any member of an applicable Controlled National Securities Exchange, so that it would not be limited to members of MIAX alone, and to correspond to the updated references to a Controlled National Securities Exchange replacing MIAX elsewhere in the MIH Certificate of Incorporation. In addition to the changes set forth above, the Exchange proposes to make the following non-substantive changes to the MIH Certificate of Incorporation: (i) Define the Securities Exchange Act of 1934, as amended, as ``(the `Act')'' in Article FOURTH, subsection D7(a), and (ii) clarify in Article EIGHTH and Article TENTH, Section (b) that the references to the MIH Certificate of Incorporation are references to the ``Amended and Restated'' Certificate of Incorporation of MIH. The Exchange also proposes to delete dated references to time periods and events that have expired. Specifically, the Exchange proposes to delete text in Articles EIGHTH and NINTH referring to commencement of certain obligations upon the registration of MIAX as a national securities exchange, since such registration was granted on December 3, 2012.\7\ These clarifying changes would make the MIH Certificate of Incorporation more concise, clear and understandable for, and eliminate the potential for confusion to, an investor in MIH, a MIAX member or other reader of the MIH Certificate of Incorporation. --------------------------------------------------------------------------- \7\ See supra note 6. --------------------------------------------------------------------------- MIH By-Laws The Exchange proposes to amend the MIH By-Laws to substitute references to MIAX with the defined term ``Controlled National Securities Exchange'' and define it in Article VI, Section 2 as ``any national securities exchange which this Corporation shall control, directly or indirectly (each, a `Controlled National Securities Exchange'), including but not limited to Miami International Securities Exchange, LLC. . .''. Article VI, Section 2 would thereby make clear that MIAX is covered as a Controlled National Securities Exchange. The terminology ``Controlled National Securities Exchange,'' ``a Controlled National Securities Exchange,'' ``any Controlled National Securities Exchange,'' ``each Controlled National Securities Exchange,'' or ``such Controlled National Securities Exchange'' would replace the terminology ``Miami International Securities Exchange, LLC'' or ``the Miami International Securities Exchange, LLC'' in MIH By-Law Article VI, Section 2 (regarding meetings of LLC Members or Stockholders of any Controlled National Securities Exchange), Article VII, Sections 1 through 6 (regarding SRO Function of any Controlled National Securities Exchange), Article XI, Section 2 (regarding liability to exchange members for loss or damage arising out of their use or enjoyment of the facilities of any Controlled National Securities Exchange), and Article XII, Section 1 (requiring that any amendment to or repeal of any MIH By-Law provision be submitted to the Board of Directors of a Controlled National Securities Exchange). These changes would (i) enable the MIH By-Laws to accommodate the potential future ownership of more than one national securities exchange by MIH, and (ii) ensure that any such future MIH Controlled National Securities Exchange would enjoy and would be subject to the same requirements, limitations and other SRO standards as currently apply with respect to MIAX under MIH's charter documents. This amendment would not affect any of the requirements, limitations or other SRO standards which currently, and will continue to, apply with respect to MIAX under MIH's charter documents. No changes to the ownership or corporate structure of MIAX or MIH are proposed by this proposed rule change. The Exchange also proposes to add a reference to ``Stockholders'' in the caption of Article VI, Section 2, add a reference to ``meeting of stockholders'' in the text of Article VI, Section 2, and replace the defined term ``LLC Members'' with the more generic term ``Equityholders'' in Article VI, Section 2 so that such MIH By-Law would equally apply to any stockholders of a Controlled National Securities Exchange that is a corporate entity in the same manner as it currently applies to limited liability members of MIAX. This change would correspond to the updated references to a Controlled National Securities Exchange replacing references to MIAX elsewhere in the MIH By-Laws. The Exchange believes that the foregoing changes are reasonably designed to ensure that any MIH Controlled National Securities Exchange will enjoy and be subject to the same requirements, limitations and other SRO standards that currently apply under MIH's charter documents with respect to MIAX, the only national securities exchange that is currently controlled, directly or indirectly, by MIH, including limitations upon ownership and voting of MIH capital stock and other requirements designed to preserve the independence of the self- regulatory function of, and Commission oversight over, any Controlled National Securities Exchange. These changes will allow for greater flexibility in the corporate structure of MIH by enabling the MIH Certificate of Incorporation and MIH By-Laws to accommodate the potential future ownership of more than one national securities exchange by MIH. The Exchange notes that no changes to the ownership or corporate structure of either MIAX or MIH have occurred or are being proposed by this proposed rule change. 2. Statutory Basis MIAX believes that this proposed rule change is consistent with Section 6(b) of the Act \8\ in general, and furthers the objectives of Sections 6(b)(1) and 6(b)(5) of the Act \9\ in particular, in that it enables the Exchange to be so organized as to have the capacity to carry out the purposes of the Act and to comply, and to enforce compliance by its Members and persons associated with its Members with, the provisions of the Act, the rules and regulations thereunder, and the rules of the Exchange; and that 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 facilitating transactions in securities, to remove impediments to and perfect the mechanisms of a free and open market and a national market system and, in [[Page 33307]] general, to protect investors and the public interest. --------------------------------------------------------------------------- \8\ 15 U.S.C. 78f(b). \9\ 15 U.S.C. 78f(b)(1) and (b)(5). --------------------------------------------------------------------------- Specifically, this proposed rule change is consistent with and will facilitate an ownership structure by MIH that will continue to provide the Commission with appropriate oversight tools to ensure that the Commission will have the ability to enforce the Act with respect to not only MIAX, but with respect to any other national securities exchange that may in the future be controlled, directly or indirectly, by MIH, and with respect to MIH as the parent entity of any such Controlled National Securities Exchange. It is further consistent with and will facilitate an ownership structure that will provide the Commission with appropriate oversight tools to ensure that the Commission will have the ability to enforce the Act with respect to MIH's directors, officers, employees and agents to the extent they are involved in the activities of a Controlled National Securities Exchange. This proposed rule change is also consistent with and will facilitate an ownership structure of any national securities exchange that may in the future be controlled, directly or indirectly, by MIH, by providing such Controlled National Securities Exchange with appropriate oversight tools to carry out the purposes of, and to comply with, the Act, and to enforce compliance by MIH as the parent holding entity, by the Controlled National Securities Exchange's members and persons associated with such members, and by MIH's directors, officers, employees and agents to the extent they are involved in the activities of such Controlled National Securities Exchange, with the Act, the rules and regulations thereunder, and the internal rules of such Controlled National Securities Exchange as applicable. This proposed rule change is also consistent with and will help to ensure that the requirements, limitations and other SRO standards that currently apply with respect to MIAX pursuant to MIH's charter documents, would also equally apply with respect to any other national securities exchange that MIH may in the future control, directly or indirectly, thereby serving to prevent fraudulent and manipulative acts and practices, promote just and equitable principles of trade, foster cooperation and coordination with persons engaged in facilitating transactions in securities, remove impediments to and perfect the mechanisms of a free and open market and a national market system, and protect investors and the public interest. For example, the equal application of specifically enumerated requirements regarding the election of directors by MIH as the LLC Member of MIAX,\10\ and on other corporate functions of MIH as the parent entity of MIAX, to MIH in its capacity as an Equityholder or parent entity of a Controlled National Securities Exchange, will preserve the independence of the self-regulatory function of, and provide for Commission oversight over, such Controlled National Securities Exchange. Such corporate functions of MIH include those functions concerning confidentiality, record-keeping and cooperation with the Commission to the extent related to the operations, administration, self-regulatory function or other activities of a Controlled National Securities Exchange.\11\ MIH charter provisions regarding the foregoing are intended to facilitate the free exercise of the self-regulatory function of a Controlled National Securities Exchange and protect against inappropriate interference with such function.\12\ Free exercise of the self-regulatory function of the Controlled National Securities Exchange and protection against inappropriate conflict or interference with such function will be further achieved by requiring that any amendment or repeal of MIH charter provisions be submitted to the Board of Directors of each Controlled National Securities Exchange and filed with and approved by the Commission if required,\13\ and by imposing limitations on the voting, transfer and ownership of shares of MIH's capital stock for so long as MIH controls, directly or indirectly, any Controlled National Securities Exchange.\14\ --------------------------------------------------------------------------- \10\ See Amended and Restated By-Laws of MIH, Article VI, Section 2. \11\ See Amended and Restated By-Laws of MIH, Article VII. \12\ See Amended and Restated By-Laws of MIH, Article VII, Section 1. \13\ See Amended and Restated Certificate of Incorporation of MIH, Article Eighth. \14\ See Amended and Restated Certificate of Incorporation of MIH, Article Ninth and Article Ninth subsections (a)(ii), (b)(i), and (b)(ii)(B). --------------------------------------------------------------------------- The Exchange's proposed amendments also address other non- substantive revisions which reflect changes since the Commission granted the Exchange's registration as a national securities exchange on December 3, 2012 \15\ in order to make the MIH Certificate of Incorporation more concise, clear and understandable for, and eliminate the potential for confusion to, an investor in MIH, a MIAX member or other reader of MIH's charter documents, thereby protecting investors and the public interest. --------------------------------------------------------------------------- \15\ See supra note 6. --------------------------------------------------------------------------- Finally, this proposed rule change is administrative in nature and does not propose any changes to MIH's or MIAX's current ownership or corporate structure or MIAX's operational or trading structure. The Exchange will continue to operate in the same manner following the proposed rule change as it operates today. 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. The proposed changes to the MIH Certificate of Incorporation and MIH By-Laws are administrative in nature and are designed to enable the Exchange to be organized so as to have the capacity to carry out the purposes of the Act and to comply, and to enforce compliance by its Exchange Members and persons associated with its Exchange Members, with the provisions of the Act, the rules and regulations thereunder, and the rules of the Exchange. As such, this is not a competitive filing and thus does not impose any burden on competition. C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others Written comments were neither solicited nor received. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action Because the foregoing proposed rule change does not: (i) Significantly affect the protection of investors or the public interest; (ii) impose any significant burden on competition; and (iii) become operative for 30 days after the date of the filing, or such shorter time as the Commission may designate, it has become effective pursuant to 19(b)(3)(A) of the Act \16\ and Rule 19b-4(f)(6) \17\ thereunder. --------------------------------------------------------------------------- \16\ 15 U.S.C. 78s(b)(3)(A). \17\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6) requires a self-regulatory organization to give the Commission written notice of its intent to file the proposed rule change at least five business days prior to the date of filing of the proposed rule change, or such shorter time as designated by the Commission. The Exchange has satisfied this requirement. --------------------------------------------------------------------------- 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 [[Page 33308]] the purposes of the Act. If the Commission takes such action, the Commission shall institute proceedings to determine whether the proposed rule should be approved or 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 is consistent with the Act. Comments may be submitted by any of the following methods: Electronic CommentsUse the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or Send an email to rule-comments@sec.gov. Please include File Number SR-MIAX-2015-38 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-MIAX-2015-38. 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 such filing also will be available for inspection and copying at the principal offices 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-MIAX-2015-38, and should be submitted on or before July 2, 2015. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.\18\ --------------------------------------------------------------------------- \18\ 17 CFR 200.30-3(a)(12). --------------------------------------------------------------------------- Robert W. Errett, Deputy Secretary. [FR Doc. 2015-14243 Filed 6-10-15; 8:45 am] BILLING CODE 8011-01-P
![Federal Register / Vol. 80, No. 112 / Thursday, June 11, 2015 / Notices 33305
www.prc.gov, Docket Nos. MC2015–54, the proposed rule change and discussed controlled, directly or indirectly, by
CP2015–82. any comments it received on the MIH) for so long as MIAX is controlled,
proposed rule change. The text of these directly or indirectly, by MIH. The
Stanley F. Mires,
statements may be examined at the Exchange also proposes to amend the
Attorney, Federal Compliance. places specified in Item IV below. The MIH Certificate of Incorporation to make
[FR Doc. 2015–14247 Filed 6–10–15; 8:45 am] Exchange has prepared summaries, set other non-substantive revisions which
BILLING CODE 7710–12–P forth in sections A, B, and C below, of (i) correspond to the aforementioned
the most significant aspects of such updated references to ‘‘Controlled
statements. National Securities Exchange,’’ and (ii)
SECURITIES AND EXCHANGE reflect other minor changes to charter
A. Self-Regulatory Organization’s
COMMISSION provisions no longer applicable since
Statement of the Purpose of, and the Commission granted the Exchange’s
[Release No. 34–75116; File No. SR–MIAX– Statutory Basis for, the Proposed Rule
2015–38] registration as a national securities
Change exchange on December 3, 2012.6
Self-Regulatory Organizations; Notice 1. Purpose MIH Certificate of Incorporation
of Filing and Immediate Effectiveness The Exchange proposes to amend
of a Proposed Rule Change by Miami The Exchange proposes to amend the
certain sections of: (i) The Amended MIH Certificate of Incorporation to
International Securities Exchange LLC and Restated Certificate of Incorporation
To Amend the Amended and Restated substitute references to MIAX with the
(‘‘MIH Certificate of Incorporation’’), defined term ‘‘Controlled National
Certificate of Incorporation and the and (ii) the Amended and Restated By-
Amended and Restated By-Laws of the Securities Exchange’’ and define it in
Laws (‘‘MIH By-Laws’’), of the sole Article EIGHTH as follows:
Sole Limited Liability Company limited liability company member of the
Member of MIAX, Miami International For so long as this Corporation shall
Exchange, Miami International
Holdings, Inc. control, directly or indirectly, one or
Holdings, Inc. (‘‘MIH’’) to replace all
more national securities exchange (each
June 5, 2015. references to MIAX contained therein
a ‘‘Controlled National Securities
Pursuant to the provisions of Section with references to a new defined term
Exchange’’), including but not limited to
19(b)(1) of the Securities Exchange Act ‘‘Controlled National Securities Miami International Securities
of 1934 (‘‘Act’’) 1 and Rule 19b–4 Exchange.’’ This proposed amendment Exchange, LLC, or a facility thereof
thereunder,2 notice is hereby given that is based upon use of the identical . . . .
on May 28, 2015, Miami International defined term in the corporate
Article EIGHTH would thereby make
Securities Exchange LLC (‘‘MIAX’’ or documents of another national
clear that MIAX is covered as a
‘‘Exchange’’) filed with the Securities securities exchange.3 The term
Controlled National Securities
and Exchange Commission ‘‘Controlled National Securities
Exchange. The terminology ‘‘Controlled
(‘‘Commission’’) a proposed rule change Exchange’’ is proposed to be defined as
National Securities Exchange,’’ ‘‘a
as described in Items I, II, and III below, any national securities exchange which
Controlled National Securities
which Items have been prepared by the MIH shall control, directly or
Exchange,’’ or ‘‘each Controlled
Exchange. The Commission is indirectly.4 As proposed, the defined
National Securities Exchange’’ would be
publishing this notice to solicit term ‘‘Controlled National Securities
substituted in place of the terminology
comments on the proposed rule change Exchange’’ would be more
‘‘Miami International Securities
from interested persons. comprehensive than simple references
Exchange, LLC’’ or ‘‘the Miami
to MIAX in that it would equally apply
I. Self-Regulatory Organization’s International Securities Exchange, LLC’’
to any other national securities
Statement of the Terms of Substance of in Article EIGHTH (to require that any
exchange that MIH may control, directly
the Proposed Rule Change amendment to or any repeal of any
or indirectly, in the future. As
provision of the MIH Certificate of
The Exchange is filing a proposal to specifically noted in the proposed MIH
Incorporation be submitted to the Board
amend the Amended and Restated Certificate of Incorporation and MIH By-
of Directors of each Controlled National
Certificate of Incorporation and the Laws,5 such defined term would
Securities Exchange), Article NINTH
Amended and Restated By-Laws of the continue to cover MIAX (the sole
and Article NINTH subsections (a)(ii),
sole limited liability company member national securities exchange currently
(b)(i), and (b)(ii)(B) (to impose
of MIAX, Miami International Holdings, limitations on the voting, transfer and
3 See Certificate of Incorporation of International
Inc. ownership of shares of MIH’s capital
Securities Exchange Holdings, Inc. (‘‘ISE
The text of the proposed rule change Holdings’’), Article Fourth, Section III, Articles stock for so long as MIH shall control,
is available on the Exchange’s Web site Tenth through Fourteenth; Second Amended and directly or indirectly, any Controlled
at http://www.miaxoptions.com/filter/ Restated By-Laws of ISE Holdings, Article I, National Securities Exchange).
wotitle/rule_filing, at MIAX’s principal Sections 1.4, 1.5 and 1.6, Article X, Section 10.1
and Article XI, Sections 11.1(b) and 11.2(b). See These changes would (i) enable the
office, and at the Commission’s Public also Securities Exchange Act Release Nos. 59135 MIH Certificate of Incorporation to
Reference Room. (December 22, 2008), 73 FR 79954 (December 30, accommodate the potential future
2008) (SR–ISE–2008–85). ownership of more than one national
II. Self-Regulatory Organization’s 4 Such other national securities exchange has
Statement of the Purpose of, and defined the term in substantially the same manner
securities exchange by MIH, and (ii)
Statutory Basis for, the Proposed Rule as proposed to be defined by MIAX. See Certificate ensure that any such future MIH
mstockstill on DSK4VPTVN1PROD with NOTICES
Change of Incorporation of ISE Holdings, Article Fourth, Controlled National Securities Exchange
Section III(a); Second Amended and Restated By- would enjoy and would be subject to the
In its filing with the Commission, the Laws of ISE Holdings, Article I, Section 1.4. See
same requirements, limitations and
Exchange included statements also Securities Exchange Act Release Nos. 59135
(December 22, 2008), 73 FR 79954 (December 30, other self-regulatory organization
concerning the purpose of and basis for 2008) (SR–ISE–2008–85).
5 See Amended and Restated Certificate of 6 See Securities Exchange Act Release No. 68341
1 15 U.S.C. 78s(b)(1). Incorporation of MIH, Article Eighth; Amended and (December 3, 2012), 77 FR 73089 (December 7,
2 17 CFR 240.19b–4. Restated By-Laws of MIH, Article VI, Section 2. 2012) (File No. 10–207).
VerDate Sep<11>2014 17:06 Jun 10, 2015 Jkt 235001 PO 00000 Frm 00078 Fmt 4703 Sfmt 4703 E:\FR\FM\11JNN1.SGM 11JNN1](https://thefederalregister.org/doc/80_FR_33417/page/1.svg)
![33308 Federal Register / Vol. 80, No. 112 / Thursday, June 11, 2015 / Notices
the purposes of the Act. If the For the Commission, by the Division of investors individually, and the investors
Commission takes such action, the Trading and Markets, pursuant to delegated consent to the delivery of a single
Commission shall institute proceedings authority.18 prospectus. The rule applies to
to determine whether the proposed rule Robert W. Errett, prospectuses and prospectus
should be approved or disapproved. Deputy Secretary. supplements. Currently, the rule
[FR Doc. 2015–14243 Filed 6–10–15; 8:45 am] permits householding of all
IV. Solicitation of Comments
BILLING CODE 8011–01–P prospectuses by an issuer, underwriter,
Interested persons are invited to or dealer relying on the rule if, in
submit written data, views, and addition to the other conditions set forth
arguments concerning the foregoing, SECURITIES AND EXCHANGE in the rule, the issuer, underwriter, or
including whether the proposed rule COMMISSION dealer has obtained from each investor
change is consistent with the Act. written or implied consent to
Comments may be submitted by any of Submission for OMB Review; householding.2 The rule requires
the following methods: Comment Request issuers, underwriters, or dealers that
Electronic Comments Upon Written Request, Copies Available wish to household prospectuses with
From: Securities and Exchange implied consent to send a notice to each
• Use the Commission’s Internet investor stating that the investors in the
comment form (http://www.sec.gov/ Commission, Office of FOIA Services,
100 F Street NE., Washington, DC household will receive one prospectus
rules/sro.shtml); or in the future unless the investors
• Send an email to rule-comments@ 20549–2736.
provide contrary instructions. In
sec.gov. Please include File Number SR– Extension: addition, at least once a year, issuers,
MIAX–2015–38 on the subject line. Rule 154; OMB Control No. 3235–0495,
underwriters, or dealers, relying on rule
SEC File No. 270–438.
Paper Comments 154 for the householding of
Notice is hereby given that, under the prospectuses relating to open-end
• Send paper comments in triplicate Paperwork Reduction Act of 1995 (44
to Secretary, Securities and Exchange management investment companies that
U.S.C. 3501–3520), the Securities and are registered under the Investment
Commission, 100 F Street NE.,
Exchange Commission (the Company Act of 1940 (‘‘mutual funds’’)
Washington, DC 20549–1090.
‘‘Commission’’) has submitted to the must explain to investors who have
All submissions should refer to File Office of Management and Budget a provided written or implied consent
Number SR–MIAX–2015–38. This file request for extension of the previously how they can revoke their consent.3
number should be included on the approved collection of information Preparing and sending the notice and
subject line if email is used. To help the discussed below. the annual explanation of the right to
Commission process and review your The federal securities laws generally revoke are collections of information.
comments more efficiently, please use prohibit an issuer, underwriter, or The rule allows issuers, underwriters,
only one method. The Commission will dealer from delivering a security for sale or dealers to household prospectuses if
post all comments on the Commission’s unless a prospectus meeting certain certain conditions are met. Among the
Internet Web site (http://www.sec.gov/ requirements accompanies or precedes conditions with which a person relying
rules/sro.shtml). Copies of the the security. Rule 154 (17 CFR 230.154) on the rule must comply are providing
submission, all subsequent under the Securities Act of 1933 (15 notice to each investor that only one
amendments, all written statements U.S.C. 77a) (the ‘‘Securities Act’’) prospectus will be sent to the household
with respect to the proposed rule permits, under certain circumstances, and, in the case of issuers that are
change that are filed with the delivery of a single prospectus to mutual funds, providing to each
Commission, and all written investors who purchase securities from investor who consents to householding
communications relating to the the same issuer and share the same an annual explanation of the right to
proposed rule change between the address (‘‘householding’’) to satisfy the revoke consent to the delivery of a
Commission and any person, other than applicable prospectus delivery single prospectus to multiple investors
those that may be withheld from the requirements.1 The purpose of rule 154 sharing an address. The purpose of the
public in accordance with the is to reduce the amount of duplicative notice and annual explanation
provisions of 5 U.S.C. 552, will be prospectuses delivered to investors requirements of the rule is to ensure that
available for Web site viewing and sharing the same address. investors who wish to receive
printing in the Commission’s Public Under rule 154, a prospectus is individual copies of prospectuses are
Reference Room, 100 F Street NE., considered delivered to all investors at able to do so.
Washington DC 20549, on official a shared address, for purposes of the Although rule 154 is not limited to
business days between the hours of federal securities laws, if the person mutual funds, the Commission believes
10:00 a.m. and 3:00 p.m. Copies of such relying on the rule delivers the that it is used mainly by mutual funds
filing also will be available for prospectus to the shared address, and by broker-dealers that deliver
inspection and copying at the principal addresses the prospectus to the mutual fund prospectuses. The
offices of the Exchange. All comments investors as a group or to each of the Commission is unable to estimate the
received will be posted without change; number of issuers other than mutual
the Commission does not edit personal 1 The Securities Act requires the delivery of funds that rely on the rule.
identifying information from prospectuses to investors who buy securities from The Commission estimates that, as of
an issuer or from underwriters or dealers who
mstockstill on DSK4VPTVN1PROD with NOTICES
submissions. You should submit only March 2015, there are approximately
participate in a registered distribution of securities.
information that you wish to make See Securities Act sections 2(a)(10), 4(1), 4(3), 5(b)
available publicly. All submissions (15 U.S.C. 77b(a)(10), 77d(1), 77d(3), 77e(b)); see 2 Rule 154 permits the householding of
should refer to File Number SR–MIAX– also rule 174 under the Securities Act (17 CFR prospectuses that are delivered electronically to
230.174) (regarding the prospectus delivery investors only if delivery is made to a shared
2015–38, and should be submitted on or electronic address and the investors give written
obligation of dealers); rule 15c2–8 under the
before July 2, 2015. Securities Exchange Act of 1934 (17 CFR 240.15c2– consent to householding. Implied consent is not
8) (prospectus delivery obligations of brokers and permitted in such a situation. See rule 154(b)(4).
18 17 CFR 200.30–3(a)(12). dealers). 3 See Rule 154(c).
VerDate Sep<11>2014 17:06 Jun 10, 2015 Jkt 235001 PO 00000 Frm 00081 Fmt 4703 Sfmt 4703 E:\FR\FM\11JNN1.SGM 11JNN1](https://thefederalregister.org/doc/80_FR_33417/page/4.svg)
Document Created: 2015-12-15 15:07:02
Document Modified: 2015-12-15 15:07:02
| Category | Regulatory Information | |
| Collection | Federal Register | |
| sudoc Class | AE 2.7: GS 4.107: AE 2.106: | |
| Publisher | Office of the Federal Register, National Archives and Records Administration | |
| Section | Notices | |
| FR Citation | 80 FR 33305 |
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