81 FR 3527 - Self-Regulatory Organizations; NASDAQ OMX PHLX LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Delete Phlx Rules 792, 794, 797, and 798
SECURITIES AND EXCHANGE COMMISSION Federal Register Volume 81, Issue 13 (January 21, 2016)
Federal Register Volume 81, Issue 13 (January 21, 2016)
| Page Range | 3527-3529 | |
| FR Document | 2016-01054 |
[Federal Register Volume 81, Number 13 (Thursday, January 21, 2016)] [Notices] [Pages 3527-3529] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2016-01054] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Release No. 34-76902; File No. SR-Phlx-2016-01] Self-Regulatory Organizations; NASDAQ OMX PHLX LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Delete Phlx Rules 792, 794, 797, and 798 January 14, 2016. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that on January 4, 2016, NASDAQ OMX PHLX LLC (``Phlx'' or ``Exchange'') filed with the [[Page 3528]] Securities and Exchange Commission (``SEC'' or ``Commission'') the proposed rule change as described in Items I and II below, which Items have been prepared by the Exchange. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. --------------------------------------------------------------------------- \1\ 15 U.S.C. 78s(b)(1). \2\ 17 CFR 240.19b-4. --------------------------------------------------------------------------- I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes to delete Rules 792, 794, 797, and 798 from the Phlx rules. The text of the proposed rule change is available on the Exchange's Web site at http://nasdaqomxphlx.cchwallstreet.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 Exchange included statements concerning the purpose of and basis for the proposed rule change and discussed any comments it received on the proposed rule change. The text of these statements may be examined at the places specified in Item IV below. The Exchange has prepared summaries, set forth in sections A, B, and C below, of the most significant aspects of such statements. A. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 1. Purpose The purpose of this proposed rule change is to delete Rules 792, 794, 797, and 798, which generally concern member organization governance and ownership. As discussed below, the Exchange has determined that these rules are anachronistic and no longer serve a purpose. Consequently, the Exchange is proposing to eliminate the rules from the rulebook to avoid any confusion that may be caused by retaining them. Rule 792 Rule 792 concerns control of the voting stock of a member organization. The rule requires the officers and directors of a member organization that is a corporation to have working control of such member organization. To comply with the rule, such officers and directors must own at least fifty-five per cent (55%) of the voting stock, and shall have contributed at least thirty per cent (30%) of the total capital represented by all classes of stock. The rule allows the Exchange to waive these requirements in specific cases, when it appears that a majority of the officers and a majority of the directors are actively engaged in the conduct of the business of such member organization. As such, the rule is designed to ensure the management of a member organization has more than a simple majority vote and a significant investment in the firm. The Exchange believes that the rule is no longer relevant. The rule was adopted at a time when the Exchange was owned by its members, and member organizations (then known as ``member corporations'') were small and privately held. Many of the Exchange's current member organizations are large firms, which are publicly held and have a significant number of issued shares. As a consequence, it is unreasonable to require the management of the member organization to hold at least 55% of the voting stock and to contribute at least 30% of the member organization's total capital. Moreover, the Exchange notes that Phlx's affiliate exchanges NASDAQ OMX BX (``BX'') and The Nasdaq Stock Market (``Nasdaq'') do not have such restrictive ownership requirements. Accordingly, the Exchange does not believe the rule serves a regulatory purpose and it is accordingly proposing to delete the rule. Rule 794 Rule 794 concerns notice of the assignment of the voting stock of a member organization. Specifically, the rule requires that no holder of ten per cent (10%) or more of the common or voting stock in a member organization that is a corporation may sell, assign, transfer, pledge, or hypothecate their holdings of common or voting stock in such member organization, except to such member organization or to officers or directors thereof, without written notice to the Exchange. The rule allows the Exchange to keep apprised of the significant holders of the member organization's voting stock. Such holders would exercise significant control of the member organizations. Similar to Rule 792 discussed above, the Exchange believes that the rule is no longer relevant. The rule was adopted at a time when the Exchange was owned by its members, and member organizations were small and privately held. As noted, many of the Exchange's member organizations now are large firms, which are publicly held and have a significant number of issued shares. As a consequence, it is unreasonable to require notice of the sale, assignment, transfer, pledge, or hypothecation of 10% or more of the holdings of common or voting stock of the member organization. Moreover, to the extent a member organization is publicly held, the Exchange may readily access the largest holders of member organization's stock. To the extent the member organization is privately held, the Exchange may request a list of shareholders from the member organization. The ownership of a member organization is not a regulatory issue, but rather it was an issue to the Exchange when the requirement was adopted because it was member- owned. As such, influence of a member organization translated to influence of the Exchange. The Exchange is now a wholly-owned subsidiary of a publicly-traded company; therefore, member organization influence as owners of the Exchange is no longer an issue.\3\ The Exchange notes that neither BX nor Nasdaq have a similar requirement. As a consequence, the Exchange does not believe the rule serves a regulatory purpose and it is accordingly proposing to delete the rule. --------------------------------------------------------------------------- \3\ The Exchange is wholly-owned by Nasdaq, Inc. --------------------------------------------------------------------------- Rule 797 Rule 797 concerns loans to officers and directors of member organizations. Specifically, the rule prohibits a member organization from making any loan to any officer or director of the member organization. The Exchange believes that the rule is outdated and a remnant from when the Exchange was a member-owned organization. The Exchange notes that neither BX nor Nasdaq has a similar prohibition. Moreover, the Exchange notes that corporate law is generally a function of state law, which in most cases allows loans to officers and directors.\4\ Thus, the Exchange does not believe the rule serves a regulatory purpose and it is accordingly proposing to delete the rule. --------------------------------------------------------------------------- \4\ See, e.g., DEL. CODE ANN. tit. 8, Sec. 143 (2015). --------------------------------------------------------------------------- Rule 798 Rule 798 discusses what is required of a corporation to be issued a permit by the Exchange. A permit provides the right to a member to trade on the Exchange and the right to vote for a Member Representative Director. Permits are established by the Board of Directors. A corporation may be issued a permit by the Exchange if the corporation is incorporated under the laws of the Commonwealth of Pennsylvania, and all of its shares are owned by the Exchange. The rule further provides that such a corporate member whose shares are owned by the Exchange is not liable for dues. This [[Page 3529]] rule was intended to permit Exchange membership for the Exchange's subsidiary, the Stock Clearing Corporation of Philadelphia (``SCCP'').\5\ The Exchange has since wound down SCCP and made it inactive. Thus, the Exchange is deleting the rule. --------------------------------------------------------------------------- \5\ See Securities Exchange Act Release No. 57134 (January 11, 2008), 73 FR 3306 (January 17, 2008) (SR-Phlx-2005-68) at note 6 (establishing the purpose of the requirement). --------------------------------------------------------------------------- 2. Statutory Basis The Exchange believes that its proposal is consistent with Section 6(b) of the Act,\6\ in general, and furthers the objectives of Section 6(b)(5) of the Act,\7\ in particular, in that it is designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, to foster cooperation and coordination with persons engaged in facilitating transactions in securities, to remove impediments to and perfect the mechanism of a free and open market and a national market system and, in general, to protect investors and the public interest. The Exchange believes the proposed changes are consistent with just and equitable principles of trade because they delete outdated and potentially confusing rules. Each of the rules that the Exchange proposes to delete is anachronistic and does not have application to the Exchange's current function as a for- profit exchange whereby members no longer own the Exchange,\8\ but rather are granted permits to trade thereon. Thus, the governance and ownership requirements of Rules 792, 794 and 797, which generally restrict member organizations from taking corporate actions that they would otherwise be able to do, are no longer relevant. Eliminating Rule 798 is consistent with just and equitable principles of trade because the Exchange no longer operates SCCP, which was the sole reason for the rule's adoption. Thus, removing it from the rules promotes clarity and eliminates potential confusion caused by allowing it to remain. --------------------------------------------------------------------------- \6\ 15 U.S.C. 78f(b). \7\ 15 U.S.C. 78f(b)(5). \8\ See note 3 above. --------------------------------------------------------------------------- B. Self-Regulatory Organization's Statement on Burden on Competition The proposed rule change does not impose any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act. Rather it is designed to promote competition among exchanges by removing archaic and overly restrictive rules in comparison to the rules of other exchanges. Thus, the Exchange is able to compete without the needless restrictions currently imposed by the deleted rules. Last, the proposed changes promote clarity in the application of the Exchange's rules by eliminating unneeded rules. C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others No written comments were either solicited or received. 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 \9\ and Rule 19b-4(f)(6) thereunder.\10\ --------------------------------------------------------------------------- \9\ 15 U.S.C. 78s(b)(3)(A). \10\ 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. --------------------------------------------------------------------------- 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 change should be approved or disapproved. IV. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: Electronic CommentsUse the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or Send an email to [email protected]. Please include File Number SR-Phlx-2016-01 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-Phlx-2016-01. 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-Phlx-2016-01 and should be submitted on or before February 11, 2016. --------------------------------------------------------------------------- \11\ 17 CFR 200.30-3(a)(12). For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.\11\ Robert W. Errett, Deputy Secretary. [FR Doc. 2016-01054 Filed 1-20-16; 8:45 am] BILLING CODE 8011-01-P
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otherwise payable to the Fund of Funds purchases of securities in Affiliated Company may invest. These findings
Sub-Adviser, directly or indirectly, by Underwritings are in the best interest of and their basis will be recorded fully in
the Investing Management Company in shareholders of the Fund. the minute books of the appropriate
an amount at least equal to any 8. Each Fund (or its respective Master Investing Management Company.
compensation received from a Fund (or Fund) will maintain and preserve 11. Any sales charges and/or service
its respective Master Fund) by the Fund permanently in an easily accessible fees charged with respect to shares of a
of Funds Sub-Adviser, or an affiliated place a written copy of the procedures Fund of Funds will not exceed the
person of the Fund of Funds Sub- described in the preceding condition, limits applicable to a fund of funds as
Adviser, other than any advisory fees and any modifications to such set forth in NASD Conduct Rule 2830.
paid to the Fund of Funds Sub-Adviser procedures, and will maintain and 12. No Fund (or its respective Master
or its affiliated person by the Fund (or preserve for a period of not less than six Fund) will acquire securities of an
its respective Master Fund), in years from the end of the fiscal year in investment company or company
connection with the investment by the which any purchase in an Affiliated relying on section 3(c)(1) or 3(c)(7) of
Investing Management Company in the Underwriting occurred, the first two the Act in excess of the limits contained
Fund made at the direction of the Fund years in an easily accessible place, a in section 12(d)(1)(A) of the Act, except
of Funds Sub-Adviser. In the event that written record of each purchase of to the extent that (i) the Fund (or its
the Fund of Funds Sub-Adviser waives securities in Affiliated Underwritings respective Master Fund) acquires
fees, the benefit of the waiver will be once an investment by a Fund of Funds securities of another investment
passed through to the Investing in the securities of the Fund exceeds the company pursuant to exemptive relief
Management Company. limit of section 12(d)(1)(A)(i) of the Act, from the Commission permitting the
6. No Fund of Funds or Fund of setting forth from whom the securities Fund (or its respective Master Fund) to
Funds Affiliate (except to the extent it were acquired, the identity of the acquire securities of one or more
is acting in its capacity as an investment underwriting syndicate’s members, the investment companies for short-term
adviser to a Fund (or its respective terms of the purchase, and the cash management purposes, (ii) the
Master Fund)) will cause a Fund (or its information or materials upon which Fund acquires securities of the Master
respective Master Fund) to purchase a the Board’s determinations were made. Fund pursuant to the Master-Feeder
security in an Affiliated Underwriting. 9. Before investing in a Fund in Relief, or (iii) the Fund invests in a
7. The Board of the Fund (or its excess of the limits in section Wholly-Owned Subsidiary that is a
respective Master Fund), including a 12(d)(1)(A), a Fund of Funds will wholly-owned and controlled
majority of the independent Board execute a FOF Participation Agreement subsidiary of the Fund (or its respective
members, will adopt procedures with the Fund stating that their Master Fund) as described in the
reasonably designed to monitor any respective boards of directors or trustees application. Further, no Wholly-Owned
purchases of securities by the Fund (or and their investment advisers, or trustee Subsidiary will acquire securities of any
its respective Master Fund) in an and Sponsor, as applicable, understand other investment company or company
Affiliated Underwriting, once an the terms and conditions of the order, relying on section 3(c)(1) or 3(c)(7) of
investment by a Fund of Funds in the and agree to fulfill their responsibilities the Act other than money market funds
securities of the Fund exceeds the limit under the order. At the time of its that comply with rule 2a–7 for short-
of section 12(d)(1)(A)(i) of the Act, investment in Shares of a Fund in term cash management purposes.
including any purchases made directly excess of the limit in section For the Commission, by the Division
from an Underwriting Affiliate. The 12(d)(1)(A)(i), a Fund of Funds will of Investment Management, under
Board will review these purchases notify the Fund of the investment. At delegated authority.
periodically, but no less frequently than such time, the Fund of Funds will also
annually, to determine whether the transmit to the Fund a list of the names Robert W. Errett,
purchases were influenced by the of each Fund of Funds Affiliate and Deputy Secretary.
investment by the Fund of Funds in the Underwriting Affiliate. The Fund of [FR Doc. 2016–01147 Filed 1–20–16; 8:45 am]
Fund. The Board will consider, among Funds will notify the Fund of any BILLING CODE 8011–01–P
other things: (i) Whether the purchases changes to the list as soon as reasonably
were consistent with the investment practicable after a change occurs. The
objectives and policies of the Fund (or Fund and the Fund of Funds will SECURITIES AND EXCHANGE
its respective Master Fund); (ii) how the maintain and preserve a copy of the COMMISSION
performance of securities purchased in order, the FOF Participation Agreement,
an Affiliated Underwriting compares to and the list with any updated [Release No. 34–76902; File No. SR–Phlx–
2016–01]
the performance of comparable information for the duration of the
securities purchased during a investment and for a period of not less Self-Regulatory Organizations;
comparable period of time in than six years thereafter, the first two NASDAQ OMX PHLX LLC; Notice of
underwritings other than Affiliated years in an easily accessible place. Filing and Immediate Effectiveness of
Underwritings or to a benchmark such 10. Before approving any advisory
Proposed Rule Change To Delete Phlx
as a comparable market index; and (iii) contract under section 15 of the Act, the
Rules 792, 794, 797, and 798
whether the amount of securities board of directors or trustees of each
purchased by the Fund (or its respective Investing Management Company, January 14, 2016.
Master Fund) in Affiliated including a majority of the independent Pursuant to Section 19(b)(1) of the
asabaliauskas on DSK9F6TC42PROD with NOTICES
Underwritings and the amount directors or trustees, will find that the Securities Exchange Act of 1934
purchased directly from an advisory fees charged under such (‘‘Act’’),1 and Rule 19b–4 thereunder,2
Underwriting Affiliate have changed contract are based on services provided notice is hereby given that on January 4,
significantly from prior years. The that will be in addition to, rather than 2016, NASDAQ OMX PHLX LLC
Board will take any appropriate actions duplicative of, the services provided (‘‘Phlx’’ or ‘‘Exchange’’) filed with the
based on its review, including, if under the advisory contract(s) of any
appropriate, the institution of Fund (or its respective Master Fund) in 1 15 U.S.C. 78s(b)(1).
procedures designed to ensure that which the Investing Management 2 17 CFR 240.19b–4.
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![Federal Register / Vol. 81, No. 13 / Thursday, January 21, 2016 / Notices 3529
rule was intended to permit Exchange exchanges. Thus, the Exchange is able to Paper Comments
membership for the Exchange’s compete without the needless
subsidiary, the Stock Clearing restrictions currently imposed by the • Send paper comments in triplicate
Corporation of Philadelphia (‘‘SCCP’’).5 deleted rules. Last, the proposed to Brent J. Fields, Secretary, Securities
The Exchange has since wound down changes promote clarity in the and Exchange Commission, 100 F Street
SCCP and made it inactive. Thus, the application of the Exchange’s rules by NE., Washington, DC 20549–1090.
Exchange is deleting the rule. eliminating unneeded rules. All submissions should refer to File
2. Statutory Basis C. Self-Regulatory Organization’s Number SR–Phlx–2016–01. This file
The Exchange believes that its Statement on Comments on the number should be included on the
proposal is consistent with Section 6(b) Proposed Rule Change Received From subject line if email is used. To help the
of the Act,6 in general, and furthers the Members, Participants, or Others Commission process and review your
objectives of Section 6(b)(5) of the Act,7 No written comments were either comments more efficiently, please use
in particular, in that it is designed to solicited or received. only one method. The Commission will
prevent fraudulent and manipulative post all comments on the Commission’s
III. Date of Effectiveness of the
acts and practices, to promote just and Internet Web site (http://www.sec.gov/
Proposed Rule Change and Timing for
equitable principles of trade, to foster rules/sro.shtml). Copies of the
Commission Action
cooperation and coordination with submission, all subsequent
persons engaged in facilitating Because the proposed rule change amendments, all written statements
transactions in securities, to remove does not: (i) Significantly affect the with respect to the proposed rule
impediments to and perfect the protection of investors or the public change that are filed with the
mechanism of a free and open market interest; (ii) impose any significant
Commission, and all written
and a national market system and, in burden on competition; and (iii) become
communications relating to the
general, to protect investors and the operative for 30 days from the date on
which it was filed, or such shorter time proposed rule change between the
public interest. The Exchange believes
as the Commission may designate, the Commission and any person, other than
the proposed changes are consistent
proposed rule change has become those that may be withheld from the
with just and equitable principles of
trade because they delete outdated and effective pursuant to Section 19(b)(3)(A) public in accordance with the
potentially confusing rules. Each of the of the Act 9 and Rule 19b–4(f)(6) provisions of 5 U.S.C. 552, will be
rules that the Exchange proposes to thereunder.10 available for Web site viewing and
delete is anachronistic and does not At any time within 60 days of the printing in the Commission’s Public
have application to the Exchange’s filing of the proposed rule change, the Reference Room, 100 F Street NE.,
current function as a for-profit exchange Commission summarily may Washington, DC 20549 on official
whereby members no longer own the temporarily suspend such rule change if business days between the hours of
Exchange,8 but rather are granted it appears to the Commission that such 10:00 a.m. and 3:00 p.m. Copies of the
permits to trade thereon. Thus, the action is necessary or appropriate in the filing also will be available for
governance and ownership public interest, for the protection of inspection and copying at the principal
requirements of Rules 792, 794 and 797, investors, or otherwise in furtherance of office of the Exchange. All comments
which generally restrict member the purposes of the Act. If the received will be posted without change;
organizations from taking corporate Commission takes such action, the the Commission does not edit personal
actions that they would otherwise be Commission shall institute proceedings identifying information from
able to do, are no longer relevant. to determine whether the proposed rule
submissions. You should submit only
Eliminating Rule 798 is consistent with change should be approved or
information that you wish to make
just and equitable principles of trade disapproved.
available publicly. All submissions
because the Exchange no longer IV. Solicitation of Comments should refer to File Number SR–Phlx–
operates SCCP, which was the sole
Interested persons are invited to 2016–01 and should be submitted on or
reason for the rule’s adoption. Thus,
submit written data, views, and before February 11, 2016.
removing it from the rules promotes
clarity and eliminates potential arguments concerning the foregoing, For the Commission, by the Division of
confusion caused by allowing it to including whether the proposed rule Trading and Markets, pursuant to delegated
remain. change is consistent with the Act. authority.11
Comments may be submitted by any of Robert W. Errett,
B. Self-Regulatory Organization’s the following methods:
Statement on Burden on Competition Deputy Secretary.
Electronic Comments [FR Doc. 2016–01054 Filed 1–20–16; 8:45 am]
The proposed rule change does not
impose any burden on competition that • Use the Commission’s Internet BILLING CODE 8011–01–P
is not necessary or appropriate in comment form (http://www.sec.gov/
furtherance of the purposes of the Act. rules/sro.shtml); or
Rather it is designed to promote • Send an email to rule-comments@
competition among exchanges by sec.gov. Please include File Number SR–
removing archaic and overly restrictive Phlx–2016–01 on the subject line.
asabaliauskas on DSK9F6TC42PROD with NOTICES
rules in comparison to the rules of other 9 15 U.S.C. 78s(b)(3)(A).
10 17 CFR 240.19b–4(f)(6). As required under Rule
5 See Securities Exchange Act Release No. 57134 19b–4(f)(6)(iii), the Exchange provided the
(January 11, 2008), 73 FR 3306 (January 17, 2008) Commission with written notice of its intent to file
(SR–Phlx–2005–68) at note 6 (establishing the the proposed rule change, along with a brief
purpose of the requirement). description and the text of the proposed rule
6 15 U.S.C. 78f(b).
change, at least five business days prior to the date
7 15 U.S.C. 78f(b)(5).
of filing of the proposed rule change, or such
8 See note 3 above. shorter time as designated by the Commission. 11 17 CFR 200.30–3(a)(12).
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Document Created: 2018-02-02 12:33:24
Document Modified: 2018-02-02 12:33:24
| Category | Regulatory Information | |
| Collection | Federal Register | |
| sudoc Class | AE 2.7: GS 4.107: AE 2.106: | |
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| Section | Notices | |
| FR Citation | 81 FR 3527 |
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