81_FR_26361 81 FR 26277 - Self-Regulatory Organizations; ISE Mercury, LLC; Notice of Filing of Proposed Rule Change Relating to Preferenced Volume

81 FR 26277 - Self-Regulatory Organizations; ISE Mercury, LLC; Notice of Filing of Proposed Rule Change Relating to Preferenced Volume

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 81, Issue 84 (May 2, 2016)

Page Range26277-26279
FR Document2016-10155

Federal Register, Volume 81 Issue 84 (Monday, May 2, 2016)
[Federal Register Volume 81, Number 84 (Monday, May 2, 2016)]
[Notices]
[Pages 26277-26279]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2016-10155]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-77716; File No. SR-ISEMercury-2016-09]


Self-Regulatory Organizations; ISE Mercury, LLC; Notice of Filing 
of Proposed Rule Change Relating to Preferenced Volume

April 26, 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 April 13, 2016, ISE Mercury, LLC (the ``Exchange'' or ``ISE 
Mercury'') filed with the Securities and Exchange Commission 
(``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.
---------------------------------------------------------------------------

    \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 the 
Substance of the Proposed Rule Change

    The purpose of this proposed rule change is to amend the Exchange's 
Schedule of Fees to explain that while 100% of eligible traded volume 
preferenced to a Market Maker counts towards that member's volume 
tiers, Market Makers not preferenced on an order will receive credit 
for the volume those non-preferenced members execute. The text of the 
proposed rule change is available on the Exchange's Web site (http://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 self-regulatory organization 
has prepared summaries, set forth in sections A, B and C below, of the 
most significant aspects of such statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    On March 10, 2016, ISE Mercury introduced fee and rebate tiers for 
Market Maker \3\ and Priority Customer \4\ orders based on the average 
daily volume (``ADV'') that a member executes in Priority Customer 
orders.\5\ The Exchange assesses fees and rebates for Market Maker and 
Priority Customer orders based on five tiers of Total Affiliated 
Priority Customer ADV, as described in Table 4 of the Fee Schedule: \6\ 
0--19,999 contracts (``Tier 1''), 20,000--39,999 contracts (``Tier 
2''), 40,000--59,999 contracts (``Tier 3''), 60,000--79,999 contracts 
(``Tier 4''), and 80,000 or more contracts (``Tier 5'').\7\ As

[[Page 26278]]

is the case on ISE Mercury's affiliated exchanges--the International 
Securities Exchange, LLC (``ISE'') and ISE Gemini, LLC (``ISE 
Gemini'')--the Exchange's ADV calculation includes volume executed by 
affiliated members. In particular, the Exchange aggregates all eligible 
volume from affiliated members in determining applicable tiers, 
provided that there is at least 75% common ownership between the 
members as reflected on the member's Form BD, Schedule A. While this 
method of aggregating volume is beneficial to large firms with multiple 
affiliated members, the Exchange believed that it was also important to 
give smaller firms the ability to compete for more favorable fees and 
rebates.
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    \3\ The term Market Makers refers to ``Competitive Market 
Makers'' and ``Primary Market Makers'' collectively.
    \4\ A ``Priority Customer'' is a person or entity that is not a 
broker/dealer in securities, and does not place more than 390 orders 
in listed options per day on average during a calendar month for its 
own beneficial account(s), as defined in ISE Mercury Rule 
100(a)(37A).
    \5\ See Securities Exchange Act Release No. 77409 (March 21, 
2016), 81 FR 16240 (March 25, 2016) (SR-ISE Mercury-2016-05).
    \6\ The Total Affiliated Priority Customer ADV category includes 
all Priority Customer volume executed on the Exchange in all symbols 
and order types, including volume executed in the PIM, Facilitation, 
and QCC mechanisms.
    \7\ The highest tier threshold attained applies retroactively in 
a given month to all eligible traded contracts and applies to all 
eligible market participants. Any day that the market is not open 
for the entire trading day or the Exchange instructs members in 
writing to route their orders to other markets may be excluded from 
the ADV calculation; provided that the Exchange will only remove the 
day for members that would have a lower ADV with the day included.
---------------------------------------------------------------------------

    On March 10, 2016, the Exchange adopted ADV tiers that are based on 
preferenced volume \8\--i.e., volume directed to a specific Market 
Maker as provided in Supplementary Material .03 to Rule 713.\9\ In 
particular, the Exchange gives Market Makers volume credit for 100% of 
eligible traded volume preferenced to that member,\10\ regardless of 
the actual allocation that the Market Maker receives. For example, 
assume Market Maker ABC is quoting at the national best bid or offer 
(``NBBO'') and receives a Preferenced Order for 10 contracts from an 
unaffiliated firm for the account of a Priority Customer. If there are 
other Market Makers quoting at the NBBO, Market Maker ABC may receive 
an allocation of 4 contracts--i.e., 40% of the order. Rather than 
counting only the 4 contracts executed towards the Market Maker's 
volume total, the Exchange gives that Market Maker credit for the full 
10 contracts preferenced to it. This is the same credit the member 
would receive if the 10 contracts were sent to the exchange by an 
affiliated member. The purpose of the current rule filing is to clarify 
that even though Market Maker ABC receives full credit for all 10 
contracts when executing 4 contracts, the non-preferenced Market Makers 
that execute the remaining 6 contracts will still receive credit for 
those 6 contracts as they normally would.
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    \8\ See Securities Exchange Act Release No. 77412 (March 21, 
2016), 81 FR 16238 (March 25, 2016) (SR-ISE Mercury-2016-06).
    \9\ An Electronic Access Member (``EAM'') may designate a 
``Preferred Market Maker'' on orders it enters into the System 
(``Preferenced Orders''). Supplementary Material .03 to Rule 713 
describes the Exchange's rules concerning Preferenced Orders.
    \10\ ``Eligible volume'' refers to volume that would otherwise 
count towards to applicable volume tier. In the case of ADV 
thresholds based on Total Affiliated Priority Customer ADV, as 
currently implemented on ISE Mercury, all Priority Customer volume 
would be ``eligible.'' See note 6 supra.
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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.\11\ In 
particular, the proposal is consistent with Section 6(b)(5) of the 
Act,\12\ because it is designed to promote just and equitable 
principles of trade, 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. The Exchange believes 
that the proposed clarification is reasonable and equitable because it 
will eliminate member confusion regarding how volume is counted among 
Market Makers when contracts are preferenced to a Market Maker and 
executed by preferenced and non-preferenced Market Makers.
---------------------------------------------------------------------------

    \11\ 15 U.S.C. 78f(b).
    \12\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

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 merely clarifies an 
existing rule already in effect.
---------------------------------------------------------------------------

    \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 not solicited, and does not intend to solicit, 
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 if consistent with the protection of investors 
and the public interest, 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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    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-ISEMercury-2016-09 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-ISEMercury-2016-09. 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

[[Page 26279]]

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 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-ISEMercury-2016-09, and 
should be submitted on or before May 23, 2016.\16\
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    \16\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2016-10155 Filed 4-29-16; 8:45 am]
 BILLING CODE 8011-01-P



                                                                                 Federal Register / Vol. 81, No. 84 / Monday, May 2, 2016 / Notices                                                        26277

                                                whether a rule filing must be filed by                  printing in the Commission’s Public                   execute. The text of the proposed rule
                                                the Exchange pursuant to Section                        Reference Room, 100 F Street NE.,                     change is available on the Exchange’s
                                                19(b)(1) of the Act. Accordingly, the                   Washington, DC 20549, on official                     Web site (http://www.ise.com), at the
                                                Commission designates the proposed                      business days between the hours of                    principal office of the Exchange, and at
                                                rule change to be operative upon                        10:00 a.m. and 3:00 p.m. Copies of such               the Commission’s Public Reference
                                                filing.16                                               filing also will be available for                     Room.
                                                   At any time within 60 days of the                    inspection and copying at the principal
                                                filing of the proposed rule change, the                                                                       II. Self-Regulatory Organization’s
                                                                                                        office of the Exchange. All comments
                                                Commission summarily may                                                                                      Statement of the Purpose of, and
                                                                                                        received will be posted without change;
                                                temporarily suspend such rule change if                                                                       Statutory Basis for, the Proposed Rule
                                                                                                        the Commission does not edit personal
                                                it appears to the Commission that such                  identifying information from                          Change
                                                action is necessary or appropriate in the               submissions. You should submit only                      In its filing with the Commission, the
                                                public interest, for the protection of                  information that you wish to make                     self-regulatory organization included
                                                investors, or otherwise in furtherance of               available publicly. All submissions                   statements concerning the purpose of,
                                                the purposes of the Act. If the                         should refer to File Number SR–                       and basis for, the proposed rule change
                                                Commission takes such action, the                       NASDAQ–2016–059 and should be                         and discussed any comments it received
                                                Commission shall institute proceedings                  submitted on or May 23, 2016.                         on the proposed rule change. The text
                                                to determine whether the proposed rule                    For the Commission, by the Division of              of these statements may be examined at
                                                should be approved or disapproved.                      Trading and Markets, pursuant to delegated            the places specified in Item IV below.
                                                                                                        authority.17                                          The self-regulatory organization has
                                                IV. Solicitation of Comments
                                                                                                        Robert W. Errett,                                     prepared summaries, set forth in
                                                  Interested persons are invited to                                                                           sections A, B and C below, of the most
                                                                                                        Deputy Secretary.
                                                submit written data, views, and                                                                               significant aspects of such statements.
                                                                                                        [FR Doc. 2016–10147 Filed 4–29–16; 8:45 am]
                                                arguments concerning the foregoing,
                                                including whether the proposed rule                     BILLING CODE 8011–01–P                                A. Self-Regulatory Organization’s
                                                change is consistent with the Act.                                                                            Statement of the Purpose of, and
                                                Comments may be submitted by any of                                                                           Statutory Basis for, the Proposed Rule
                                                                                                        SECURITIES AND EXCHANGE                               Change
                                                the following methods:
                                                                                                        COMMISSION
                                                Electronic Comments                                                                                           1. Purpose
                                                                                                        [Release No. 34–77716; File No. SR–
                                                  • Use the Commission’s Internet                       ISEMercury-2016–09]                                      On March 10, 2016, ISE Mercury
                                                comment form (http://www.sec.gov/                                                                             introduced fee and rebate tiers for
                                                rules/sro.shtml); or                                    Self-Regulatory Organizations; ISE                    Market Maker 3 and Priority Customer 4
                                                  • Send an email to rule-comments@                     Mercury, LLC; Notice of Filing of                     orders based on the average daily
                                                sec.gov. Please include File Number SR–                 Proposed Rule Change Relating to                      volume (‘‘ADV’’) that a member
                                                NASDAQ–2016–059 on the subject line.                    Preferenced Volume                                    executes in Priority Customer orders.5
                                                                                                                                                              The Exchange assesses fees and rebates
                                                Paper Comments                                          April 26, 2016.                                       for Market Maker and Priority Customer
                                                   • Send paper comments in triplicate                     Pursuant to Section 19(b)(1) of the                orders based on five tiers of Total
                                                to Secretary, Securities and Exchange                   Securities Exchange Act of 1934 (the                  Affiliated Priority Customer ADV, as
                                                Commission, 100 F Street NE.,                           ‘‘Act’’),1 and Rule 19b–4 thereunder,2                described in Table 4 of the Fee
                                                Washington, DC 20549–1090.                              notice is hereby given that on April 13,              Schedule: 6 0—19,999 contracts (‘‘Tier
                                                All submissions should refer to File                    2016, ISE Mercury, LLC (the                           1’’), 20,000—39,999 contracts (‘‘Tier 2’’),
                                                Number SR–NASDAQ–2016–059. This                         ‘‘Exchange’’ or ‘‘ISE Mercury’’) filed                40,000—59,999 contracts (‘‘Tier 3’’),
                                                file number should be included on the                   with the Securities and Exchange                      60,000—79,999 contracts (‘‘Tier 4’’), and
                                                subject line if email is used. To help the              Commission (‘‘Commission’’) the                       80,000 or more contracts (‘‘Tier 5’’).7 As
                                                Commission process and review your                      proposed rule change as described in
                                                comments more efficiently, please use                   Items I and II below, which Items have                   3 The term Market Makers refers to ‘‘Competitive

                                                only one method. The Commission will                    been prepared by the self-regulatory                  Market Makers’’ and ‘‘Primary Market Makers’’
                                                post all comments on the Commission’s                   organization. The Commission is                       collectively.
                                                                                                                                                                 4 A ‘‘Priority Customer’’ is a person or entity that
                                                Internet Web site (http://www.sec.gov/                  publishing this notice to solicit
                                                                                                                                                              is not a broker/dealer in securities, and does not
                                                rules/sro.shtml). Copies of the                         comments on the proposed rule change                  place more than 390 orders in listed options per day
                                                submission, all subsequent                              from interested persons.                              on average during a calendar month for its own
                                                                                                                                                              beneficial account(s), as defined in ISE Mercury
                                                amendments, all written statements                      I. Self-Regulatory Organization’s                     Rule 100(a)(37A).
                                                with respect to the proposed rule                       Statement of the Terms of the Substance                  5 See Securities Exchange Act Release No. 77409
                                                change that are filed with the                          of the Proposed Rule Change                           (March 21, 2016), 81 FR 16240 (March 25, 2016)
                                                Commission, and all written                                The purpose of this proposed rule
                                                                                                                                                              (SR–ISE Mercury–2016–05).
                                                                                                                                                                 6 The Total Affiliated Priority Customer ADV
                                                communications relating to the                          change is to amend the Exchange’s                     category includes all Priority Customer volume
                                                proposed rule change between the                        Schedule of Fees to explain that while                executed on the Exchange in all symbols and order
                                                Commission and any person, other than                   100% of eligible traded volume                        types, including volume executed in the PIM,
                                                those that may be withheld from the                     preferenced to a Market Maker counts                  Facilitation, and QCC mechanisms.
                                                public in accordance with the                                                                                    7 The highest tier threshold attained applies
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                                                                                                        towards that member’s volume tiers,                   retroactively in a given month to all eligible traded
                                                provisions of 5 U.S.C. 552, will be                     Market Makers not preferenced on an                   contracts and applies to all eligible market
                                                available for Web site viewing and                      order will receive credit for the volume              participants. Any day that the market is not open
                                                                                                        those non-preferenced members                         for the entire trading day or the Exchange instructs
                                                   16 For purposes only of waiving the 30-day                                                                 members in writing to route their orders to other
                                                operative delay, the Commission has also                                                                      markets may be excluded from the ADV calculation;
                                                                                                          17 17 CFR 200.30–3(a)(12).
                                                considered the proposed rule’s impact on                                                                      provided that the Exchange will only remove the
                                                                                                          1 15 U.S.C. 78s(b)(1).
                                                efficiency, competition, and capital formation. See                                                           day for members that would have a lower ADV with
                                                15 U.S.C. 78c(f).                                         2 17 CFR 240.19b–4.                                 the day included.



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                                                26278                            Federal Register / Vol. 81, No. 84 / Monday, May 2, 2016 / Notices

                                                is the case on ISE Mercury’s affiliated                 those 6 contracts as they normally                    investors and the public interest, the
                                                exchanges—the International Securities                  would.                                                proposed rule change has become
                                                Exchange, LLC (‘‘ISE’’) and ISE Gemini,                                                                       effective pursuant to Section 19(b)(3)(A)
                                                                                                        2. Statutory Basis
                                                LLC (‘‘ISE Gemini’’)—the Exchange’s                                                                           of the Act 14 and Rule 19b–4(f)(6)
                                                ADV calculation includes volume                            The Exchange believes that the                     thereunder.15
                                                executed by affiliated members. In                      proposed rule change is consistent with                  At any time within 60 days of the
                                                particular, the Exchange aggregates all                 the requirements of the Act, and the                  filing of the proposed rule change, the
                                                eligible volume from affiliated members                 rules and regulations thereunder that                 Commission summarily may
                                                in determining applicable tiers,                        are applicable to a national securities               temporarily suspend such rule change if
                                                provided that there is at least 75%                     exchange, and, in particular, with the                it appears to the Commission that such
                                                common ownership between the                            requirements of Section 6(b) of the                   action is necessary or appropriate in the
                                                                                                        Act.11 In particular, the proposal is                 public interest, for the protection of
                                                members as reflected on the member’s
                                                                                                        consistent with Section 6(b)(5) of the                investors, or otherwise in furtherance of
                                                Form BD, Schedule A. While this
                                                                                                        Act,12 because it is designed to promote              the purposes of the Act. If the
                                                method of aggregating volume is
                                                                                                        just and equitable principles of trade,               Commission takes such action, the
                                                beneficial to large firms with multiple                 remove impediments to and perfect the                 Commission shall institute proceedings
                                                affiliated members, the Exchange                        mechanisms of a free and open market                  to determine whether the proposed rule
                                                believed that it was also important to                  and a national market system and, in                  should be approved or disapproved.
                                                give smaller firms the ability to compete               general, to protect investors and the
                                                for more favorable fees and rebates.                    public interest. The Exchange believes                IV. Solicitation of Comments
                                                   On March 10, 2016, the Exchange                      that the proposed clarification is                      Interested persons are invited to
                                                adopted ADV tiers that are based on                     reasonable and equitable because it will              submit written data, views, and
                                                preferenced volume 8—i.e., volume                       eliminate member confusion regarding                  arguments concerning the foregoing,
                                                directed to a specific Market Maker as                  how volume is counted among Market                    including whether the proposed rule
                                                provided in Supplementary Material .03                  Makers when contracts are preferenced                 change is consistent with the Act.
                                                to Rule 713.9 In particular, the Exchange               to a Market Maker and executed by                     Comments may be submitted by any of
                                                gives Market Makers volume credit for                   preferenced and non-preferenced                       the following methods:
                                                100% of eligible traded volume                          Market Makers.
                                                                                                                                                              Electronic Comments:
                                                preferenced to that member,10                           B. Self-Regulatory Organization’s
                                                regardless of the actual allocation that                                                                         • Use the Commission’s Internet
                                                                                                        Statement on Burden on Competition                    comment form (http://www.sec.gov/
                                                the Market Maker receives. For example,
                                                                                                          In accordance with Section 6(b)(8) of               rules/sro.shtml); or
                                                assume Market Maker ABC is quoting at
                                                                                                        the Act,13 the Exchange does not believe                 • Send an email to rule-comments@
                                                the national best bid or offer (‘‘NBBO’’)
                                                                                                        that the proposed rule change will                    sec.gov. Please include File Number SR–
                                                and receives a Preferenced Order for 10                                                                       ISEMercury–2016–09 on the subject
                                                                                                        impose any burden on intermarket or
                                                contracts from an unaffiliated firm for                 intramarket competition that is not                   line.
                                                the account of a Priority Customer. If                  necessary or appropriate in furtherance
                                                there are other Market Makers quoting at                                                                      Paper Comments
                                                                                                        of the purposes of the Act. To the
                                                the NBBO, Market Maker ABC may                          contrary, the Exchange believes that the                 • Send paper comments in triplicate
                                                receive an allocation of 4 contracts—i.e.,              proposed rule change merely clarifies an              to Brent J. Fields, Secretary, Securities
                                                40% of the order. Rather than counting                  existing rule already in effect.                      and Exchange Commission, 100 F Street
                                                only the 4 contracts executed towards                                                                         NE., Washington, DC 20549–1090.
                                                the Market Maker’s volume total, the                    C. Self-Regulatory Organization’s
                                                                                                                                                              All submissions should refer to File
                                                Exchange gives that Market Maker credit                 Statement on Comments on the
                                                                                                                                                              Number SR–ISEMercury–2016–09. This
                                                for the full 10 contracts preferenced to                Proposed Rule Change Received From
                                                                                                                                                              file number should be included on the
                                                it. This is the same credit the member                  Members, Participants, or Others
                                                                                                                                                              subject line if email is used. To help the
                                                would receive if the 10 contracts were                    The Exchange has not solicited, and                 Commission process and review your
                                                sent to the exchange by an affiliated                   does not intend to solicit, comments on               comments more efficiently, please use
                                                member. The purpose of the current rule                 this proposed rule change. The                        only one method. The Commission will
                                                filing is to clarify that even though                   Exchange has not received any written                 post all comments on the Commission’s
                                                Market Maker ABC receives full credit                   comments from members or other                        Internet Web site (http://www.sec.gov/
                                                for all 10 contracts when executing 4                   interested parties.                                   rules/sro.shtml). Copies of the
                                                contracts, the non-preferenced Market                   III. Date of Effectiveness of the                     submission, all subsequent
                                                Makers that execute the remaining 6                     Proposed Rule Change and Timing for                   amendments, all written statements
                                                contracts will still receive credit for                 Commission Action                                     with respect to the proposed rule
                                                                                                                                                              change that are filed with the
                                                  8 See Securities Exchange Act Release No. 77412         Because the proposed rule change                    Commission, and all written
                                                (March 21, 2016), 81 FR 16238 (March 25, 2016)          does not (i) significantly affect the                 communications relating to the
                                                (SR–ISE Mercury–2016–06).                               protection of investors or the public                 proposed rule change between the
                                                  9 An Electronic Access Member (‘‘EAM’’) may
                                                                                                        interest; (ii) impose any significant                 Commission and any person, other than
                                                designate a ‘‘Preferred Market Maker’’ on orders it
                                                enters into the System (‘‘Preferenced Orders’’).
                                                                                                        burden on competition; and (iii) become
srobinson on DSK5SPTVN1PROD with NOTICES




                                                Supplementary Material .03 to Rule 713 describes        operative for 30 days from the date on                  14 15  U.S.C. 78s(b)(3)(A).
                                                the Exchange’s rules concerning Preferenced             which it was filed, or such shorter time                15 17  CFR 240.19b–4(f)(6). As required under Rule
                                                Orders.                                                 as the Commission may designate if                    19b-4(f)(6)(iii), the Exchange provided the
                                                  10 ‘‘Eligible volume’’ refers to volume that would                                                          Commission with written notice of its intent to file
                                                                                                        consistent with the protection of
                                                otherwise count towards to applicable volume tier.                                                            the proposed rule change, along with a brief
                                                In the case of ADV thresholds based on Total                                                                  description and the text of the proposed rule
                                                                                                          11 15 U.S.C. 78f(b).
                                                Affiliated Priority Customer ADV, as currently                                                                change, at least five business days prior to the date
                                                                                                          12 15 U.S.C. 78f(b)(5).
                                                implemented on ISE Mercury, all Priority Customer                                                             of filing of the proposed rule change, or such
                                                volume would be ‘‘eligible.’’ See note 6 supra.           13 15 U.S.C. 78f(b)(8).                             shorter time as designated by the Commission.



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                                                                                  Federal Register / Vol. 81, No. 84 / Monday, May 2, 2016 / Notices                                                        26279

                                                those that may be withheld from the                      agreement entered into by and among                   the Act.2 The Company’s investment
                                                public in accordance with the                            the Company, the Advisor, and the                     Objectives and Strategies 3 are to pay
                                                provisions of 5 U.S.C. 552, will be                      Dealer Manager.                                       attractive and stable cash distributions
                                                available for Web site viewing and                       FILING DATE:The application was filed                 and to preserve, protect and return
                                                printing in the Commission’s Public                      on April 25, 2016.                                    capital contributions to the holders
                                                Reference Room, 100 F Street NE.,                                                                              (‘‘Common Shareholders’’) of the
                                                Washington, DC 20549 on official                         HEARING OR NOTIFICATION OF HEARING:      An           Company’s common stock (‘‘Common
                                                business days between the hours of                       order granting the application will be                Shares’’). On March 2, 2015, the
                                                10:00 a.m. and 3:00 p.m. Copies of such                  issued unless the Commission orders a                 Company filed a public registration
                                                filing also will be available for                        hearing. Interested persons may request               statement on Form N–2 (the
                                                inspection and copying at the principal                  a hearing by writing to the                           ‘‘Registration Statement’’) with the
                                                office of the Exchange. All comments                     Commission’s Secretary and serving                    Commission to offer its Common Shares
                                                received will be posted without change;                  applicants with a copy of the request,                in a continuous public offering (the
                                                the Commission does not edit personal                    personally or by mail. Hearing requests               ‘‘Offering’’). The Registration Statement
                                                identifying information from                             should be received by the Commission                  was declared effective on April 20,
                                                submissions. You should submit only                      by 5:30 p.m. on May 17, 2016, and                     2015. Since commencing the Offering
                                                information that you wish to make                        should be accompanied by proof of                     and through April 14, 2016, the
                                                available publicly. All submissions                      service on the applicants, in the form of             Company has sold 2,444,185.856
                                                should refer to File Number SR–                          an affidavit or, for lawyers, a certificate           Common Shares, including Common
                                                ISEMercury–2016–09, and should be                        of service. Pursuant to rule 0–5 under                Shares purchased by the Sponsor in
                                                submitted on or before May 23, 2016.16                   the Act, hearing requests should state                both an initial private placement and
                                                                                                         the nature of the writer’s interest, any              from the Offering. The Company
                                                  For the Commission, by the Division of
                                                                                                         facts bearing upon the desirability of a              currently has a five-member board of
                                                Trading and Markets, pursuant to delegated
                                                authority.                                               hearing on the matter, the reason for the             directors (the ‘‘Board’’) of whom three
                                                Robert W. Errett,
                                                                                                         request, and the issues contested.                    are not ‘‘interested persons’’ of the
                                                                                                         Persons who wish to be notified of a                  Company within the meaning of section
                                                Deputy Secretary.
                                                                                                         hearing may request notification by                   2(a)(19) of the Act (the ‘‘Non-interested
                                                [FR Doc. 2016–10155 Filed 4–29–16; 8:45 am]
                                                                                                         writing to the Commission’s Secretary.                Directors’’).
                                                BILLING CODE 8011–01–P                                                                                            3. The Advisor is a Delaware limited
                                                                                                         ADDRESSES:  Secretary, U.S. Securities
                                                                                                         and Exchange Commission, 100 F Street                 liability company that is registered as an
                                                                                                         NE., Washington, DC 20549–1090.                       investment adviser under the
                                                SECURITIES AND EXCHANGE                                                                                        Investment Advisers Act of 1940. The
                                                COMMISSION                                               Applicants, Bruce D. Batkin, Terra
                                                                                                         Income Fund 6, Inc., c/o Terra Capital                Advisor serves as the investment
                                                [Investment Company Act Release No.                      Partners, LLC, 805 Third Avenue, 8th                  adviser to the Company.
                                                32097; 812–14645]                                                                                                 4. The Dealer Manager is a Delaware
                                                                                                         Floor, New York, New York 10022.
                                                                                                                                                               limited liability company that serves as
                                                Terra Capital Partners, LLC, et al.;                     FOR FURTHER INFORMATION CONTACT:                      the dealer manager of the Company
                                                Notice of Application                                    Kieran G. Brown, Senior Counsel, at                   pursuant to a dealer manager agreement
                                                                                                         (202) 551–6773, or James M. Curtis,                   dated April 20, 2015 by and among the
                                                April 26, 2016.
                                                                                                         Branch Chief, at (202) 551–6712 (Chief                Company, the Advisor and the Dealer
                                                AGENCY:  Securities and Exchange                         Counsel’s Office, Division of Investment
                                                Commission (‘‘Commission’’).                                                                                   Manager (the ‘‘Dealer Manager
                                                                                                         Management).                                          Agreement’’). The Dealer Manager is
                                                ACTION: Notice of an application for an
                                                                                                         SUPPLEMENTARY INFORMATION:    The                     duly registered as a broker-dealer
                                                order under sections 57(a)(4) and 57(i)
                                                                                                         following is a summary of the                         pursuant to the provisions of the 1934
                                                of the Investment Company Act of 1940
                                                                                                         application. The complete application                 Act, a member in good standing with
                                                (the ‘‘Act’’) and rule 17d–1 under the
                                                                                                         may be obtained via the Commission’s                  the Financial Industry Regulatory
                                                Act permitting certain joint transactions
                                                                                                         Web site by searching for the file                    Authority, Inc. (‘‘FINRA’’), and a broker
                                                otherwise prohibited by section 57(a)(4)
                                                                                                         number, or for an applicant using the                 dealer duly registered as such in those
                                                of the Act and rule 17d–1 under the Act.
                                                                                                         Company name box, at http://                          states where the Dealer Manager is
                                                SUMMARY OF THE APPLICATION:      Terra                   www.sec.gov/search/search.htm, or by                  required to be registered in order to
                                                Capital Partners, LLC (the ‘‘Sponsor’’),                 calling (202) 551–8090.                               carry out the Offering.
                                                Terra Income Fund 6, Inc. (the                                                                                    5. Currently, the Common Shares are
                                                                                                         Applicants’ Representations                           sold at a public offering price of $12.50
                                                ‘‘Company’’), Terra Income Advisors,
                                                LLC (the ‘‘Advisor’’), on behalf of itself                  1. The Sponsor is a Delaware limited
                                                                                                                                                                  2 The Company was incorporated in Maryland in
                                                and its successors,1 and Terra Capital                   liability company and served as the                   2013 and commenced operations on June 24, 2015,
                                                Markets, LLC (the ‘‘Dealer Manager’’                     organizer and sponsor of the Company.                 upon raising gross proceeds in excess of $2.0
                                                and collectively with the Sponsor, the                   The Sponsor is also the parent company                million in its initial public offering. Section 2(a)(48)
                                                Company, and the Advisor, the                            of the Advisor and the Dealer Manager.                defines a BDC to be any closed-end investment
                                                                                                                                                               company that operates for the purpose of making
                                                ‘‘Applicants’’), on behalf of itself and its             Since its formation in February 2001,                 investments in securities described in sections
                                                successors, request an order to permit                   the Sponsor has organized or acted as                 55(a)(1) through 55(a)(3) of the Act and makes
                                                the Applicants to complete certain                       investment manager for multiple private               available significant managerial assistance with
srobinson on DSK5SPTVN1PROD with NOTICES




                                                transactions in connection with an                       real estate investment funds (‘‘REITs’’).             respect to the issuers of such securities.
                                                                                                                                                                  3 The ‘‘Objectives and Strategies’’ means the
                                                amendment to the dealer-manager                             2. The Company, a Maryland                         investment objectives and strategies, as described in
                                                                                                         corporation, is an externally managed,                the Registration Statement, other filings the
                                                  16 17CFR 200.30–3(a)(12).                              non-diversified, closed-end                           Company has made with the Commission under the
                                                  1 The term ‘‘successor,’’ as applied to each entity,                                                         Securities Act of 1933, as amended or under the
                                                                                                         management investment company that
                                                means an entity that results from a reorganization                                                             Securities Exchange Act of 1934, as amended (the
                                                into another jurisdiction or change in the type of
                                                                                                         has elected to be regulated as a business             ‘‘1934 Act’’), and the Company’s reports to
                                                business organization.                                   development company (‘‘BDC’’) under                   Common Shareholders.



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Document Created: 2016-04-30 13:34:40
Document Modified: 2016-04-30 13:34:40
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 26277 

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