81_FR_16306 81 FR 16248 - Self-Regulatory Organizations; International Securities Exchange, LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Eliminate the Strict Concentration Limits on Primary Market Makers

81 FR 16248 - Self-Regulatory Organizations; International Securities Exchange, LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Eliminate the Strict Concentration Limits on Primary Market Makers

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 81, Issue 58 (March 25, 2016)

Page Range16248-16250
FR Document2016-06745

Federal Register, Volume 81 Issue 58 (Friday, March 25, 2016)
[Federal Register Volume 81, Number 58 (Friday, March 25, 2016)]
[Notices]
[Pages 16248-16250]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2016-06745]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-77410; File No. SR-ISE-2016-07]


Self-Regulatory Organizations; International Securities Exchange, 
LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule 
Change To Eliminate the Strict Concentration Limits on Primary Market 
Makers

March 21, 2016.
    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 15, 2016, the International Securities Exchange, LLC (the 
``Exchange'' or the ``ISE'') filed with the Securities and Exchange 
Commission the proposed rule change as described in Items I and II 
below, which Items have been prepared by the self-regulatory 
organization. The Commission is publishing this notice to solicit 
comments on the proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    ISE proposes to eliminate the 30% strict cap on the number of 
Primary Market Maker (``PMM'') memberships that the ISE's Board of 
Directors (the ``Board'') can approve for an ISE member to operate. The 
text of the proposed rule change is available on the Exchange's Web 
site at www.ise.com, at the principal office of the Exchange, 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 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 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 purpose of the proposal is to eliminate the 30% strict cap on 
the number of PMM memberships that the Board can approve for an ISE 
member to operate.\3\ ISE Rule 303(b) currently requires the Board show 
``good cause'' to approve any PMM membership that would result in the 
PMM operating trading privileges associated with more than one PMM 
membership. The Board may waive the limitations contained in this rule 
if it determines that good cause has been shown and such action is, in 
its judgment, in the best interests of the Exchange.\4\ The Board is 
not permitted,

[[Page 16249]]

however, to grant this approval if the member and its affiliates would, 
as a result, be approved to exercise trading privileges associated with 
more than 30% of all outstanding PMM memberships.\5\ Section 6.5(b) of 
ISE's Third Amended and Restated Limited Liability Company Agreement 
(the ``LLC Agreement'') contains the same 30% strict cap as Rule 
303(b). This limitation on exercising PMM trading privileges is in 
addition to ownership and voting limitations in the LLC Agreement and 
in the Exchange's rules that prohibit any member from owning (or voting 
the shares representing) more than 20% of any class of membership.\6\
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    \3\ A PMM serves a function similar to that of a specialist on 
other exchanges. Among other things, a PMM must provide continuous 
quotations in all assigned options classes. See Rule 804(e)(1); 
Supplementary Material .01 to Rule 804. There are currently 10 
outstanding PMM memberships authorized and issued by the Exchange 
under its Third Amended and Restated LLC Agreement (the ``LLC 
Agreement''). See LLC Agreement, Section 6.1(a).
    \4\ When making its determination whether good cause has been 
shown to waive the limitations contained in this rule, the Board 
must consider whether an operational, business or regulatory need to 
exceed the limits has been demonstrated, and in those cases where 
such a need is demonstrated, the Board must also consider any 
operational, business or regulatory concerns may be raised if such a 
waiver were granted. See Supplementary Material .01 to Rule 303.
    \5\ In 2006, the Commission approved an ISE proposal to increase 
the maximum number of PMM memberships that an ISE member may operate 
from two to three PMM memberships. See Securities Exchange Act 
Release No. 53271 (February 10, 2006), 71 FR 8625 (February 17, 
2006) (SR-ISE-2005-46) (Approval Order).
    \6\ See LLC Agreement, Section 6.5(a); Supplementary Material 
.02 to Rule 303. The Exchange is not proposing any changes to the 
ownership and voting limitations.
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    Due to the continued concentration and specialization in the 
options market making community, and the decreasing number of market 
makers available to operate these memberships, the Exchange is 
proposing to eliminate the 30% cap on the number of PMM memberships 
that the Board can approve for a member to operate.
    As the number of market makers decreases, the Exchange is concerned 
that there may not be a sufficient number of members qualified to be 
PMMs if the Exchange retains the current 30% cap (thus limiting a 
member to operating three PMM memberships). The options markets are 
highly competitive, and each exchange actively seeks to attract order 
flow by disseminating tight and liquid markets and by providing a high 
level of customer satisfaction. Ensuring that the Exchange has high 
quality PMMs is critical in this competitive battle.
    The Exchange believes that the proposed approach is consistent with 
treatment on other markets that do not have strict market maker 
concentration limits, and will enable the Board to approve members to 
operate multiple PMM memberships after the Board determines that good 
cause has been shown and if doing so would be in the best interest of 
the Exchange.
    The Commission has previously approved rule changes that eliminated 
mandatory caps on the number of issues that may be allocated to market 
makers on other markets, such as on Pacific Exchange, Inc. (``PCX'') 
(n/k/a ``NYSE Arca''), where the Commission approved a rule change by 
PCX to eliminate its Lead Market Maker (``LMM'') concentration limit of 
15% of the issues traded on the PCX options floor.\7\ There, the 
Commission noted that PCX's concentration limits served the purpose of 
minimizing the disturbance to a fair and orderly market that may 
otherwise result from the failure of an LMM. However, the Commission 
also noted that other exchanges did not impose specified mandatory 
limits on the number of options that may be allocated to specialists, 
citing to the rules of the Chicago Board Options Exchange 
(``CBOE'').\8\ In addition, the Commission has previously granted 
registration to new exchanges that do not have similar concentration 
limits.\9\
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    \7\ See Securities Exchange Act Release Nos. 47795 (May 5, 
2003), 68 FR 25074 (May 9, 2003) (Notice); 48029 (June 13, 2003), 68 
FR 37187 (June 23, 2003) (SR-PCX-2002-25) (Approval Order).
    \8\ See CBOE Rule 8.84 (Rule 8.84 does not impose a mandatory 
cap on the number of issues that may be allocated to a Designated 
Primary Market-Maker (``DPM'').
    \9\ See MIAX Options Exchange (``MIAX'') Rules.
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    The Exchange recognizes that increasing the number of PMM 
memberships a member can operate could raise issues regarding 
concentration of market making expertise. In this regard, the proposed 
rule change is only an enabling rule. With the proposed change, the 
Board will still be required to show good cause to approve any member 
to operate more than one PMM membership, and could consider the number 
of memberships already by the member in determining whether or not 
there is good cause shown. Thus, the Board will need to weigh each 
potential application on its own merits, balancing the potential 
benefits of allowing a member to exercise more than one PMM membership 
against any potential concentration concerns. The Board would not be 
prohibited under the rules and under the LLC Agreement, however, from 
approving PMMs to operate more than a specified percentage of 
outstanding memberships.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with the requirements of the Act 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.\10\ In 
particular, the proposal is consistent with Section 6(b)(5) of the 
Act,\11\ because it is designed to promote just and equitable 
principles of trade, to remove impediments to and perfect the 
mechanisms of a free and open market and a national market system and, 
in general, to protect investors and the public interest.
---------------------------------------------------------------------------

    \10\ 15 U.S.C. 78f(b).
    \11\ 15 U.S.C. 78f(b)(5).
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    The options industry continues to experience a consolidation and 
decrease in the number of market makers and therefore, the Exchange is 
proposing a rule change that would eliminate the 30% PMM cap and would 
allow the Board the flexibility to approve or deny each potential PMM 
application based upon its determination of whether good cause had been 
shown and if doing so would be in the best interest of the Exchange. 
Also as noted above, the Commission has previously approved rule 
changes eliminating mandatory caps on the number of issues that may be 
allocated to market makers on other markets, and has granted 
registration to new exchanges that do not have similar concentration 
limits. The Exchange therefore believes that the proposed rule change 
is designed to remove impediments to and perfect the mechanisms of a 
free and open market and a national market system. Furthermore, this 
proposed rule change would not amend the current prohibitions in the 
LLC Agreement and in the Exchange's rules against a member owning or 
voting more than 20% of any class of membership. Thus, the only way a 
member could operate more than 30% of all outstanding PMM memberships 
would be to lease such membership, with the lease providing that the 
lessor retains all voting rights.\12\
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    \12\ See ISE Second A&R Constitution, Section 12.4; 
Supplementary Material .02 to Rule 303.
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B. Self-Regulatory Organization's Statement on Burden on Competition

    In accordance with Section 6(b)(8) of the Act,\13\ the Exchange 
does not believe that the proposed rule change will impose any burden 
on intermarket or intramarket competition that is not necessary or 
appropriate in furtherance of the purposes of the Act. To the contrary, 
the Exchange believes that the proposed rule change will increase 
competition among market makers to be approved as a PMM on the 
Exchange, thus allowing the Exchange to choose the most qualified PMM 
that will provide the Exchange with strong market making capabilities. 
Also as noted above, other markets do not have

[[Page 16250]]

comparable mandatory caps or concentration limits, so eliminating the 
30% PMM cap will bring the Exchange's rules in line with its 
competitors.
---------------------------------------------------------------------------

    \13\ 15 U.S.C. 78f(b)(8).
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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 
this proposed rule change. The Exchange has not received any written 
comments from members or other interested parties.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    Because the 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 from the date on which it was filed, or such shorter time as the 
Commission may designate, the proposed rule change has become effective 
pursuant to Section 19(b)(3)(A) of the Act \14\ and Rule 19b-4(f)(6) 
thereunder.\15\
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    \14\ 15 U.S.C. 78s(b)(3)(A).
    \15\ 17 CFR 240.19b-4(f)(6). As required under Rule 19b-
4(f)(6)(iii), the Exchange provided the Commission with written 
notice of its intent to file the proposed rule change, along with a 
brief description and the text of 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.
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    The Exchange has asked the Commission to waive the 30-day operative 
delay so that the proposal may become operative immediately upon 
filing. The Commission believes that waiving the 30-day operative delay 
is consistent with the protection of investors and the public interest. 
Therefore, the Commission hereby waives the operative delay and 
designates the proposed rule change operative upon filing.\16\ As noted 
above, the Exchange states that waiver of this requirement will allow 
the Exchange to immediately remove the 30% cap and align its rules with 
other competing options markets that do not have comparable 
restrictions. The Exchange also notes that the proposed rule change 
preserves existing ownership and voting limitations in the LLC 
Agreement.
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    \16\ For purposes only of waiving the 30-day operative delay, 
the Commission has also considered the proposed rule's impact on 
efficiency, competition, and capital formation. See 15 U.S.C. 
78c(f).
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    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. 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 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-ISE-2016-07 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-ISE-2016-07. 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 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-ISE-2016-07 and should be 
submitted on or before April 15, 2016.
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    \17\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\17\
Brent J. Fields,
Secretary.
[FR Doc. 2016-06745 Filed 3-24-16; 8:45 am]
 BILLING CODE 8011-01-P



                                                    16248                             Federal Register / Vol. 81, No. 58 / Friday, March 25, 2016 / Notices

                                                    Agreement’’).1 The Adviser will provide                   enhanced Board oversight to protect the                 publishing this notice to solicit
                                                    the Funds with continuous and                             interests of the Funds’ shareholders.                   comments on the proposed rule change
                                                    comprehensive investment management                          4. Section 6(c) of the Act provides that             from interested persons.
                                                    services subject to the supervision of,                   the Commission may exempt any
                                                                                                              person, security, or transaction or any                 I. Self-Regulatory Organization’s
                                                    and policies established by, each Fund’s
                                                                                                              class or classes of persons, securities, or             Statement of the Terms of Substance of
                                                    board of trustees (‘‘Board’’). The
                                                                                                              transactions from any provisions of the                 the Proposed Rule Change
                                                    Advisory Agreement permits the
                                                    Adviser, subject to the approval of the                   Act, or any rule thereunder, if such                       ISE proposes to eliminate the 30%
                                                    Board, to delegate to one or more sub-                    relief is necessary or appropriate in the               strict cap on the number of Primary
                                                    advisers (each, a ‘‘Sub-Adviser’’ and                     public interest and consistent with the                 Market Maker (‘‘PMM’’) memberships
                                                    collectively, the ‘‘Sub-Advisers’’) the                   protection of investors and purposes                    that the ISE’s Board of Directors (the
                                                    responsibility to provide the day-to-day                  fairly intended by the policy and                       ‘‘Board’’) can approve for an ISE
                                                    portfolio investment management of                        provisions of the Act. Applicants                       member to operate. The text of the
                                                    each Fund, subject to the supervision                     believe that the requested relief meets                 proposed rule change is available on the
                                                    and direction of the Adviser. The                         this standard because, as further                       Exchange’s Web site at www.ise.com, at
                                                    primary responsibility for managing the                   explained in the Application, the                       the principal office of the Exchange, and
                                                    Funds will remain vested in the                           Advisory Agreements will remain                         at the Commission’s Public Reference
                                                    Adviser. The Adviser will hire,                           subject to shareholder approval, while                  Room.
                                                    evaluate, allocate assets to and oversee                  the role of the Sub-Advisers is                         II. Self-Regulatory Organization’s
                                                    the Sub-Advisers, including                               substantially similar to that of
                                                                                                                                                                      Statement of the Purpose of, and
                                                    determining whether a Sub-Adviser                         individual portfolio managers, so that
                                                                                                                                                                      Statutory Basis for, the Proposed Rule
                                                    should be terminated, at all times                        requiring shareholder approval of Sub-
                                                                                                                                                                      Change
                                                    subject to the authority of the Board.                    Advisory Agreements would impose
                                                       2. Applicants request an exemption to                  unnecessary delays and expenses on the                     In its filing with the Commission, the
                                                    permit the Adviser, subject to Board                      Funds. Applicants believe that the                      self-regulatory organization included
                                                    approval, to hire certain Sub-Advisers                    requested relief from the Disclosure                    statements concerning the purpose of,
                                                    pursuant to Sub-Advisory Agreements                       Requirements meets this standard                        and basis for, the proposed rule change
                                                    and materially amend existing Sub-                        because it will improve the Adviser’s                   and discussed any comments it received
                                                    Advisory Agreements without obtaining                     ability to negotiate fees paid to the Sub-              on the proposed rule change. The text
                                                    the shareholder approval required under                   Advisers that are more advantageous for                 of these statements may be examined at
                                                    Section 15(a) of the Act and Rule 18f–                    the Funds.                                              the places specified in Item IV below.
                                                    2 under the Act.2 Applicants also seek                      For the Commission, by the Division of                The Exchange has prepared summaries,
                                                    an exemption from the Disclosure                          Investment Management, under delegated                  set forth in sections A, B, and C below,
                                                    Requirements to permit a Fund to                          authority.                                              of the most significant aspects of such
                                                    disclose (as both a dollar amount and a                   Brent J. Fields,                                        statements.
                                                    percentage of the Fund’s net assets): (a)                 Secretary.                                              A. Self-Regulatory Organization’s
                                                    The aggregate fees paid to the Adviser;                   [FR Doc. 2016–06748 Filed 3–24–16; 8:45 am]             Statement of the Purpose of, and
                                                    and (b) the aggregate fees paid to Sub-                   BILLING CODE 8011–01–P                                  Statutory Basis for, the Proposed Rule
                                                    Advisers other than Affiliated Sub-                                                                               Change
                                                    Advisers; and (c) the fee paid to each
                                                    Affiliated Sub-Adviser (collectively,                     SECURITIES AND EXCHANGE                                 1. Purpose
                                                    ‘‘Aggregate Fee Disclosure’’).                            COMMISSION                                                 The purpose of the proposal is to
                                                       3. Applicants agree that any order                                                                             eliminate the 30% strict cap on the
                                                    granting the requested relief will be                     [Release No. 34–77410; File No. SR–ISE–
                                                                                                              2016–07]                                                number of PMM memberships that the
                                                    subject to the terms and conditions                                                                               Board can approve for an ISE member
                                                    stated in the Application. Such terms                                                                             to operate.3 ISE Rule 303(b) currently
                                                                                                              Self-Regulatory Organizations;
                                                    and conditions provide for, among other                                                                           requires the Board show ‘‘good cause’’
                                                                                                              International Securities Exchange,
                                                    safeguards, appropriate disclosure to                                                                             to approve any PMM membership that
                                                                                                              LLC; Notice of Filing and Immediate
                                                    Fund shareholders and notification                                                                                would result in the PMM operating
                                                                                                              Effectiveness of Proposed Rule
                                                    about sub-advisory changes and                                                                                    trading privileges associated with more
                                                                                                              Change To Eliminate the Strict
                                                       1 Applicants request relief with respect to any
                                                                                                              Concentration Limits on Primary                         than one PMM membership. The Board
                                                    existing and any future series of the Trust and any       Market Makers                                           may waive the limitations contained in
                                                    other registered open-end management company or                                                                   this rule if it determines that good cause
                                                    series thereof that: (a) Is advised by the Adviser or     March 21, 2016.                                         has been shown and such action is, in
                                                    its successor or by a person controlling, controlled         Pursuant to Section 19(b)(1) of the                  its judgment, in the best interests of the
                                                    by, or under common control with the Adviser or           Securities Exchange Act of 1934 (the
                                                    its successor (each, also an ‘‘Adviser’’); (b) uses the                                                           Exchange.4 The Board is not permitted,
                                                                                                              ‘‘Act’’),1 and Rule 19b–4 thereunder,2
                                                    manager of managers structure described in the
                                                    application; and (c) complies with the terms and          notice is hereby given that on March 15,                   3 A PMM serves a function similar to that of a

                                                    conditions of the application (any such series, a         2016, the International Securities                      specialist on other exchanges. Among other things,
                                                    ‘‘Fund’’ and collectively, the ‘‘Funds’’). For            Exchange, LLC (the ‘‘Exchange’’ or the                  a PMM must provide continuous quotations in all
                                                    purposes of the requested order, ‘‘successor’’ is                                                                 assigned options classes. See Rule 804(e)(1);
asabaliauskas on DSK3SPTVN1PROD with NOTICES




                                                                                                              ‘‘ISE’’) filed with the Securities and
                                                    limited to an entity that results from a                                                                          Supplementary Material .01 to Rule 804. There are
                                                    reorganization into another jurisdiction or a change      Exchange Commission the proposed                        currently 10 outstanding PMM memberships
                                                    in the type of business organization.                     rule change as described in Items I and                 authorized and issued by the Exchange under its
                                                       2 The requested relief will not extend to any Sub-     II below, which Items have been                         Third Amended and Restated LLC Agreement (the
                                                    Adviser that is an affiliated person, as defined in       prepared by the self-regulatory                         ‘‘LLC Agreement’’). See LLC Agreement, Section
                                                    Section 2(a)(3) of the Act, of a Fund or the Adviser,                                                             6.1(a).
                                                    other than by reason of serving as a sub-adviser to
                                                                                                              organization. The Commission is                            4 When making its determination whether good

                                                    one or more of the Funds, or as an investment                                                                     cause has been shown to waive the limitations
                                                                                                                1 15   U.S.C. 78s(b)(1).
                                                    adviser or subadviser to any fund of the Trust other                                                              contained in this rule, the Board must consider
                                                    than a Fund (‘‘Affiliated Sub-Adviser’’).                   2 17   CFR 240.19b–4.                                 whether an operational, business or regulatory need



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                                                                                    Federal Register / Vol. 81, No. 58 / Friday, March 25, 2016 / Notices                                                  16249

                                                    however, to grant this approval if the                  that may be allocated to market makers                Act.10 In particular, the proposal is
                                                    member and its affiliates would, as a                   on other markets, such as on Pacific                  consistent with Section 6(b)(5) of the
                                                    result, be approved to exercise trading                 Exchange, Inc. (‘‘PCX’’) (n/k/a ‘‘NYSE                Act,11 because it is designed to promote
                                                    privileges associated with more than                    Arca’’), where the Commission                         just and equitable principles of trade, to
                                                    30% of all outstanding PMM                              approved a rule change by PCX to                      remove impediments to and perfect the
                                                    memberships.5 Section 6.5(b) of ISE’s                   eliminate its Lead Market Maker                       mechanisms of a free and open market
                                                    Third Amended and Restated Limited                      (‘‘LMM’’) concentration limit of 15% of               and a national market system and, in
                                                    Liability Company Agreement (the ‘‘LLC                  the issues traded on the PCX options                  general, to protect investors and the
                                                    Agreement’’) contains the same 30%                      floor.7 There, the Commission noted                   public interest.
                                                    strict cap as Rule 303(b). This limitation              that PCX’s concentration limits served                  The options industry continues to
                                                    on exercising PMM trading privileges is                 the purpose of minimizing the                         experience a consolidation and decrease
                                                    in addition to ownership and voting                     disturbance to a fair and orderly market              in the number of market makers and
                                                    limitations in the LLC Agreement and in                 that may otherwise result from the                    therefore, the Exchange is proposing a
                                                    the Exchange’s rules that prohibit any                  failure of an LMM. However, the                       rule change that would eliminate the
                                                    member from owning (or voting the                       Commission also noted that other                      30% PMM cap and would allow the
                                                    shares representing) more than 20% of                   exchanges did not impose specified                    Board the flexibility to approve or deny
                                                    any class of membership.6                               mandatory limits on the number of                     each potential PMM application based
                                                       Due to the continued concentration                   options that may be allocated to                      upon its determination of whether good
                                                    and specialization in the options market                specialists, citing to the rules of the               cause had been shown and if doing so
                                                    making community, and the decreasing                    Chicago Board Options Exchange                        would be in the best interest of the
                                                    number of market makers available to                    (‘‘CBOE’’).8 In addition, the Commission              Exchange. Also as noted above, the
                                                    operate these memberships, the                          has previously granted registration to                Commission has previously approved
                                                    Exchange is proposing to eliminate the                  new exchanges that do not have similar                rule changes eliminating mandatory
                                                    30% cap on the number of PMM                            concentration limits.9                                caps on the number of issues that may
                                                    memberships that the Board can                                                                                be allocated to market makers on other
                                                    approve for a member to operate.                           The Exchange recognizes that
                                                                                                            increasing the number of PMM                          markets, and has granted registration to
                                                       As the number of market makers                                                                             new exchanges that do not have similar
                                                    decreases, the Exchange is concerned                    memberships a member can operate
                                                                                                            could raise issues regarding                          concentration limits. The Exchange
                                                    that there may not be a sufficient                                                                            therefore believes that the proposed rule
                                                    number of members qualified to be                       concentration of market making
                                                                                                            expertise. In this regard, the proposed               change is designed to remove
                                                    PMMs if the Exchange retains the                                                                              impediments to and perfect the
                                                    current 30% cap (thus limiting a                        rule change is only an enabling rule.
                                                                                                            With the proposed change, the Board                   mechanisms of a free and open market
                                                    member to operating three PMM                                                                                 and a national market system.
                                                    memberships). The options markets are                   will still be required to show good cause
                                                                                                            to approve any member to operate more                 Furthermore, this proposed rule change
                                                    highly competitive, and each exchange                                                                         would not amend the current
                                                    actively seeks to attract order flow by                 than one PMM membership, and could
                                                                                                            consider the number of memberships                    prohibitions in the LLC Agreement and
                                                    disseminating tight and liquid markets                                                                        in the Exchange’s rules against a
                                                    and by providing a high level of                        already by the member in determining
                                                                                                            whether or not there is good cause                    member owning or voting more than
                                                    customer satisfaction. Ensuring that the                                                                      20% of any class of membership. Thus,
                                                    Exchange has high quality PMMs is                       shown. Thus, the Board will need to
                                                                                                            weigh each potential application on its               the only way a member could operate
                                                    critical in this competitive battle.
                                                                                                            own merits, balancing the potential                   more than 30% of all outstanding PMM
                                                       The Exchange believes that the
                                                                                                            benefits of allowing a member to                      memberships would be to lease such
                                                    proposed approach is consistent with
                                                    treatment on other markets that do not                  exercise more than one PMM                            membership, with the lease providing
                                                    have strict market maker concentration                  membership against any potential                      that the lessor retains all voting rights.12
                                                    limits, and will enable the Board to                    concentration concerns. The Board                     B. Self-Regulatory Organization’s
                                                    approve members to operate multiple                     would not be prohibited under the rules               Statement on Burden on Competition
                                                    PMM memberships after the Board                         and under the LLC Agreement, however,
                                                                                                                                                                    In accordance with Section 6(b)(8) of
                                                    determines that good cause has been                     from approving PMMs to operate more
                                                                                                                                                                  the Act,13 the Exchange does not believe
                                                    shown and if doing so would be in the                   than a specified percentage of
                                                                                                                                                                  that the proposed rule change will
                                                    best interest of the Exchange.                          outstanding memberships.
                                                                                                                                                                  impose any burden on intermarket or
                                                       The Commission has previously
                                                                                                            2. Statutory Basis                                    intramarket competition that is not
                                                    approved rule changes that eliminated
                                                                                                                                                                  necessary or appropriate in furtherance
                                                    mandatory caps on the number of issues                    The Exchange believes that the                      of the purposes of the Act. To the
                                                                                                            proposed rule change is consistent with               contrary, the Exchange believes that the
                                                    to exceed the limits has been demonstrated, and in      the requirements of the Act and the
                                                    those cases where such a need is demonstrated, the                                                            proposed rule change will increase
                                                    Board must also consider any operational, business      rules and regulations thereunder that                 competition among market makers to be
                                                    or regulatory concerns may be raised if such a          are applicable to a national securities               approved as a PMM on the Exchange,
                                                    waiver were granted. See Supplementary Material         exchange, and, in particular, with the                thus allowing the Exchange to choose
                                                    .01 to Rule 303.                                        requirements of Section 6(b) of the
                                                      5 In 2006, the Commission approved an ISE                                                                   the most qualified PMM that will
asabaliauskas on DSK3SPTVN1PROD with NOTICES




                                                    proposal to increase the maximum number of PMM                                                                provide the Exchange with strong
                                                                                                               7 See Securities Exchange Act Release Nos. 47795
                                                    memberships that an ISE member may operate from                                                               market making capabilities. Also as
                                                    two to three PMM memberships. See Securities            (May 5, 2003), 68 FR 25074 (May 9, 2003) (Notice);
                                                                                                            48029 (June 13, 2003), 68 FR 37187 (June 23, 2003)
                                                                                                                                                                  noted above, other markets do not have
                                                    Exchange Act Release No. 53271 (February 10,
                                                    2006), 71 FR 8625 (February 17, 2006) (SR–ISE–          (SR–PCX–2002–25) (Approval Order).
                                                                                                                                                                    10 15 U.S.C. 78f(b).
                                                    2005–46) (Approval Order).                                 8 See CBOE Rule 8.84 (Rule 8.84 does not impose
                                                                                                                                                                    11 15 U.S.C. 78f(b)(5).
                                                      6 See LLC Agreement, Section 6.5(a);                  a mandatory cap on the number of issues that may
                                                    Supplementary Material .02 to Rule 303. The             be allocated to a Designated Primary Market-Maker       12 See ISE Second A&R Constitution, Section

                                                    Exchange is not proposing any changes to the            (‘‘DPM’’).                                            12.4; Supplementary Material .02 to Rule 303.
                                                    ownership and voting limitations.                          9 See MIAX Options Exchange (‘‘MIAX’’) Rules.        13 15 U.S.C. 78f(b)(8).




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                                                    16250                           Federal Register / Vol. 81, No. 58 / Friday, March 25, 2016 / Notices

                                                    comparable mandatory caps or                            it appears to the Commission that such                2016–07 and should be submitted on or
                                                    concentration limits, so eliminating the                action is necessary or appropriate in the             before April 15, 2016.
                                                    30% PMM cap will bring the Exchange’s                   public interest, for the protection of                  For the Commission, by the Division of
                                                    rules in line with its competitors.                     investors, or otherwise in furtherance of             Trading and Markets, pursuant to delegated
                                                                                                            the purposes of the Act. If the                       authority.17
                                                    C. Self-Regulatory Organization’s                       Commission takes such action, the
                                                    Statement on Comments on the                                                                                  Brent J. Fields,
                                                                                                            Commission shall institute proceedings                Secretary.
                                                    Proposed Rule Change Received From                      to determine whether the proposed rule
                                                    Members, Participants, or Others                        should be approved or disapproved.
                                                                                                                                                                  [FR Doc. 2016–06745 Filed 3–24–16; 8:45 am]
                                                                                                                                                                  BILLING CODE 8011–01–P
                                                       The Exchange has neither solicited
                                                                                                            IV. Solicitation of Comments
                                                    nor received written comments on this
                                                    proposed rule change. The Exchange                        Interested persons are invited to
                                                    has not received any written comments                   submit written data, views and                        DEPARTMENT OF STATE
                                                    from members or other interested                        arguments concerning the foregoing,
                                                                                                            including whether the proposed rule                   Public Notice; 30-Day Notice of
                                                    parties.
                                                                                                            change is consistent with the Act.                    Proposed Information Collection:
                                                    III. Date of Effectiveness of the                       Comments may be submitted by any of                   Smart Traveler Enrollment Program
                                                    Proposed Rule Change and Timing for                     the following methods:
                                                    Commission Action                                                                                             ACTION:Notice of request for public
                                                                                                            Electronic Comments                                   comment and submission to OMB of
                                                       Because the proposed rule change                                                                           proposed collection of information.
                                                    does not (i) significantly affect the                     • Use the Commission’s Internet
                                                    protection of investors or the public                   comment form (http://www.sec.gov/                     SUMMARY:    The Department of State has
                                                    interest; (ii) impose any significant                   rules/sro.shtml); or                                  submitted the information collection
                                                    burden on competition; and (iii) become                   • Send an email to rule-comments@
                                                                                                                                                                  described below to the Office of
                                                    operative for 30 days from the date on                  sec.gov. Please include File Number SR–
                                                                                                                                                                  Management and Budget (OMB) for
                                                    which it was filed, or such shorter time                ISE–2016–07 on the subject line.
                                                                                                                                                                  approval. In accordance with the
                                                    as the Commission may designate, the                    Paper Comments                                        Paperwork Reduction Act of 1995 we
                                                    proposed rule change has become                            • Send paper comments in triplicate                are requesting comments on this
                                                    effective pursuant to Section 19(b)(3)(A)               to Brent J. Fields, Secretary, Securities             collection from all interested
                                                    of the Act 14 and Rule 19b–4(f)(6)                      and Exchange Commission, 100 F Street                 individuals and organizations. The
                                                    thereunder.15                                           NE., Washington, DC 20549–1090.                       purpose of this Notice is to allow 30
                                                       The Exchange has asked the                                                                                 days for public comment.
                                                                                                            All submissions should refer to File
                                                    Commission to waive the 30-day                                                                                DATES: Submit comments directly to the
                                                                                                            Number SR–ISE–2016–07. This file
                                                    operative delay so that the proposal may                                                                      Office of Management and Budget
                                                                                                            number should be included on the
                                                    become operative immediately upon                                                                             (OMB) up to April 25, 2016.
                                                                                                            subject line if email is used. To help the
                                                    filing. The Commission believes that
                                                                                                            Commission process and review your                    ADDRESSES: Direct comments to the
                                                    waiving the 30-day operative delay is
                                                                                                            comments more efficiently, please use                 Department of State Desk Officer in the
                                                    consistent with the protection of
                                                                                                            only one method. The Commission will                  Office of Information and Regulatory
                                                    investors and the public interest.
                                                                                                            post all comments on the Commission’s                 Affairs at the Office of Management and
                                                    Therefore, the Commission hereby
                                                                                                            Internet Web site (http://www.sec.gov/                Budget (OMB). You may submit
                                                    waives the operative delay and
                                                                                                            rules/sro.shtml). Copies of the                       comments by the following methods:
                                                    designates the proposed rule change                                                                              • Email: oira_submission@
                                                                                                            submission, all subsequent
                                                    operative upon filing.16 As noted above,                                                                      omb.eop.gov. You must include the DS
                                                                                                            amendments, all written statements
                                                    the Exchange states that waiver of this                                                                       form number, information collection
                                                                                                            with respect to the proposed rule
                                                    requirement will allow the Exchange to                                                                        title, and the OMB control number in
                                                                                                            change that are filed with the
                                                    immediately remove the 30% cap and                                                                            the subject line of your message.
                                                                                                            Commission, and all written
                                                    align its rules with other competing                                                                             • Fax: 202–395–5806. Attention: Desk
                                                                                                            communications relating to the
                                                    options markets that do not have                                                                              Officer for Department of State.
                                                                                                            proposed rule change between the
                                                    comparable restrictions. The Exchange
                                                                                                            Commission and any person, other than                 FOR FURTHER INFORMATION CONTACT:
                                                    also notes that the proposed rule change
                                                                                                            those that may be withheld from the                   Direct requests for additional
                                                    preserves existing ownership and voting
                                                                                                            public in accordance with the                         information regarding the collection
                                                    limitations in the LLC Agreement.
                                                                                                            provisions of 5 U.S.C. 552, will be                   listed in this notice, including requests
                                                       At any time within 60 days of the
                                                                                                            available for Web site viewing and                    for copies of the proposed collection
                                                    filing of the proposed rule change, the
                                                                                                            printing in the Commission’s Public                   instrument and supporting documents,
                                                    Commission summarily may
                                                                                                            Reference Room, 100 F Street NE.,                     to Derek Rivers, Bureau of Consular
                                                    temporarily suspend such rule change if
                                                                                                            Washington, DC 20549, on official                     Affairs, Overseas Citizens Services (CA/
                                                      14 15  U.S.C. 78s(b)(3)(A).
                                                                                                            business days between the hours of                    OCS/PMO), who may be reached on
                                                      15 17  CFR 240.19b–4(f)(6). As required under Rule    10:00 a.m. and 3:00 p.m. Copies of the                202–485–6332 or at RiversDA@state.gov.
                                                    19b–4(f)(6)(iii), the Exchange provided the             filing also will be available for                     SUPPLEMENTARY INFORMATION:
                                                    Commission with written notice of its intent to file    inspection and copying at the principal                  • Title of Information Collection:
asabaliauskas on DSK3SPTVN1PROD with NOTICES




                                                    the proposed rule change, along with a brief            office of the Exchange. All comments
                                                    description and the text of the proposed rule                                                                 Smart Traveler Enrollment Program
                                                    change, at least five business days prior to the date   received will be posted without change;                  • OMB Control Number: 1405–0152
                                                    of filing of the proposed rule change, or such          the Commission does not edit personal                    • Type of Request: Revision of a
                                                    shorter time as designated by the Commission.           identifying information from                          Currently Approved Collection
                                                       16 For purposes only of waiving the 30-day
                                                                                                            submissions. You should submit only                      • Originating Office: Bureau of
                                                    operative delay, the Commission has also
                                                    considered the proposed rule’s impact on
                                                                                                            information that you wish to make                     Consular Affairs, CA/OCS/PMO
                                                    efficiency, competition, and capital formation. See     available publicly. All submissions
                                                    15 U.S.C. 78c(f).                                       should refer to File Number SR–ISE–                     17 17   CFR 200.30–3(a)(12).



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Document Created: 2018-02-02 15:17:48
Document Modified: 2018-02-02 15:17:48
CategoryRegulatory Information
CollectionFederal Register
sudoc ClassAE 2.7:
GS 4.107:
AE 2.106:
PublisherOffice of the Federal Register, National Archives and Records Administration
SectionNotices
FR Citation81 FR 16248 

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