83_FR_48665 83 FR 48479 - Self-Regulatory Organizations; Nasdaq ISE, LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Conform By-Law's CRO Provisions to Those of an Affiliate Exchange

83 FR 48479 - Self-Regulatory Organizations; Nasdaq ISE, LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Conform By-Law's CRO Provisions to Those of an Affiliate Exchange

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 83, Issue 186 (September 25, 2018)

Page Range48479-48481
FR Document2018-20759

Federal Register, Volume 83 Issue 186 (Tuesday, September 25, 2018)
[Federal Register Volume 83, Number 186 (Tuesday, September 25, 2018)]
[Notices]
[Pages 48479-48481]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2018-20759]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-84203; File No. SR-ISE-2018-79]


Self-Regulatory Organizations; Nasdaq ISE, LLC; Notice of Filing 
and Immediate Effectiveness of Proposed Rule Change To Conform By-Law's 
CRO Provisions to Those of an Affiliate Exchange

September 19, 2018.
    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 September 6, 2018, Nasdaq ISE, LLC (``ISE'' or ``Exchange'') filed 
with the 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.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to conform the Exchange's By-Law provisions 
regarding the Chief Regulatory Officer to those of its affiliate, 
Nasdaq PHLX LLC (``Phlx'').
    The text of the proposed rule change is available on the Exchange's 
website at http://ise.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 Exchange proposes to amend its By-Laws at Article IV, Section 7 
to conform its provisions regarding the Exchange's Chief Regulatory 
Officer (``CRO'') to those of its affiliate, Nasdaq PHLX LLC 
(``Phlx'').\3\ By-Law Article IV, Section 7 presently requires that an 
officer of the Exchange \4\ with the position of Executive Vice 
President or Senior Vice President be designated as the CRO of the 
Exchange. The Exchange now proposes to remove the requirement that the 
CRO be an Executive Vice President or Senior Vice President of the 
Exchange. The Exchange believes that this requirement is unnecessary 
and notes that there may be officers of the Exchange who are well 
qualified to serve in the CRO role, but who may not hold the position 
of an Executive Vice President or Senior Vice President.\5\ The 
Exchange does not seek to amend any of the current responsibilities of 
the CRO as set forth in Section 7; \6\ rather, the proposed changes are 
intended to give the Exchange more flexibility to attract and retain 
well qualified officers to the role of CRO that are not designated as 
an Executive Vice President or Senior Vice President of the Exchange. 
As noted above, the Exchange desires to conform the requirements to 
become CRO in its By-Laws to those in the By-Laws of Phlx, which do not 
contain a similar restriction in Article IV, Section 4-7 of its By-Laws 
that its CRO be an Executive Vice President or Senior Vice President of 
Phlx.\7\
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    \3\ See Phlx By-Law Article IV, Section 4-7 (Chief Regulatory 
Officer).
    \4\ In Exhibit 5, the references to ``Company'' mean the 
Exchange.
    \5\ The Exchange notes that Phlx's CRO currently holds the 
position of Vice President.
    \6\ The CRO's responsibilities include general supervision of 
the regulatory operations of the Exchange, including responsibility 
for overseeing the Exchange's surveillance, examination, and 
enforcement functions and for administering any regulatory services 
agreements with another SRO to which the Exchange is a party. In 
addition, the CRO shall meet with the Regulatory Oversight Committee 
of the Exchange in executive session at regularly scheduled meetings 
of such committee, and at any time upon request of the CRO or any 
member of the Regulatory Oversight Committee. Unlike Phlx, the 
Exchange's By-Laws provide that the CRO may also serve as the 
General Counsel of the Exchange. See By-Law Article IV, Section 7.
    \7\ See note 5 above.
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2. Statutory Basis
    The Exchange believes that its proposal is consistent with Section 
6(b)

[[Page 48480]]

of the Act,\8\ in general, and furthers the objectives of Section 
6(b)(1) of the Act,\9\ in particular, in that it enables the Exchange 
to be so organized so as to have the capacity to be able to carry out 
the purposes of the Act and to comply, and to enforce compliance by its 
members and persons associated with its members, with the provisions of 
the Act, the rules and regulations thereunder, and the rules of the 
Exchange. The Exchange also believes that this proposal furthers the 
objectives of Section 6(b)(5) of the Act,\10\ in particular, in that it 
is designed to promote just and equitable principles of trade, 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 proposed changes will remove the 
requirement currently in Article IV, Section 7 of the Exchange's By-
Laws that the CRO be an Executive Vice President or Senior Vice 
President of the Exchange. As discussed above, the current 
responsibilities of the CRO as provided in Article IV, Section 7 remain 
unchanged under this proposal, and the CRO will continue to have 
general oversight of the regulatory operations of the Exchange and be 
obligated to meet regularly with the Regulatory Oversight Committee. 
The proposed rule change is intended to provide the Exchange with 
greater flexibility to attract and retain capable individuals who are 
well qualified to serve in the CRO role. In addition, the proposed 
amendments will have the additional benefit of bringing the Exchange's 
requirements on the CRO role into greater conformity with those of its 
affiliate, Phlx, thereby creating equivalent standards among the 
affiliated exchanges owned by Nasdaq, Inc. (``HoldCo'').\11\ As such, 
the Exchange believes that its proposal will bring greater consistency 
to its rules, which is beneficial to both investors and the public 
interest.
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    \8\ 15 U.S.C. 78f(b).
    \9\ 15 U.S.C. 78f(b)(1).
    \10\ 15 U.S.C. 78f(b)(5).
    \11\ The Nasdaq Stock Market LLC (``NSM''), Nasdaq BX, Inc. 
(``BX''), Nasdaq GEMX, LLC (``GEMX''), and Nasdaq MRX, LLC (``MRX'') 
will file similar proposals to conform their By-Laws with Phlx's By-
Laws. ISE, GEMX, MRX, NSM, BX, and Phlx will hereinafter be referred 
to collectively as ``Affiliated Exchanges.''
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B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change will 
impose any burden on competition not necessary or appropriate in 
furtherance of the purposes of the Act. The proposed rule change does 
not address competitive issues but relates to the administration and 
functioning of the Exchange by allowing the Exchange greater 
flexibility in attracting and retaining well qualified officers to the 
role of CRO that are not designated as an Executive Vice President or 
Senior Vice President.

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 foregoing proposed rule change does not: (i) 
Significantly affect the protection of investors or the public 
interest; (ii) impose any significant burden on competition; and (iii) 
become operative for 30 days from the date on which it was filed, or 
such shorter time as the Commission may designate, it has become 
effective pursuant to Section 19(b)(3)(A)(iii) of the Act \12\ and 
subparagraph (f)(6) of Rule 19b-4 thereunder.\13\
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    \12\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \13\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii) 
requires a self-regulatory organization to give the Commission 
written notice of its intent to file the proposed rule change, along 
with a brief description and 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. 
The Exchange has satisfied this requirement.
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    A proposed rule change filed under Rule 19b-4(f)(6) \14\ normally 
does not become operative prior to 30 days after the date of the 
filing. However, Rule 19b-4(f)(6)(iii) \15\ permits the Commission to 
designate a shorter time if such action is consistent with the 
protection of investors and the public interest. The Exchange has asked 
the Commission to waive the 30-day operative delay so that the proposed 
rule change may become operative immediately upon filing. The Exchange 
notes that waiver of the operative delay will allow it to amend its By-
Laws by September 26, 2018. The Exchange states that the boards of the 
Affiliated Exchanges will collectively meet on that date to address, 
among other matters, certain annual corporate ``housekeeping items,'' 
which the Exchange states has historically included Exchange officer 
appointments. As such, the Commission believes that waiver of the 
operative delay is consistent with the protection of investors and the 
public interest. Therefore, the Commission hereby waives the 30-day 
operative delay and designates the proposed rule change as operative 
upon filing.\16\
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    \14\ 17 CFR 240.19b-4(f)(6).
    \15\ 17 CFR 240.19b-4(f)(6)(iii).
    \16\ For purposes only of waiving the 30-day operative delay, 
the Commission has also considered the proposed rule's impact on 
efficiency, competition, and capital formation. See 15 U.S.C. 
78c(f).
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    At any time within 60 days of the filing of the proposed rule 
change, the Commission summarily may temporarily suspend such rule 
change if it appears to the Commission that such action is: (i) 
Necessary or appropriate in the public interest; (ii) for the 
protection of investors; or (iii) otherwise in furtherance of the 
purposes of the Act. If the Commission takes such action, the 
Commission shall institute proceedings to determine whether the 
proposed rule should be approved or disapproved.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the Act. Comments may be submitted by any of 
the following methods:

Electronic Comments

     Use the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number SR-ISE-2018-79 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-ISE-2018-79. 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 website (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 website viewing and printing in 
the Commission's Public Reference Room, 100 F Street NE,

[[Page 48481]]

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. Persons submitting 
comments are cautioned that we do not redact or edit personal 
identifying information from comment submissions. You should submit 
only information that you wish to make available publicly. All 
submissions should refer to File Number SR-ISE-2018-79 and should be 
submitted on or before October 16, 2018.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\17\
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    \17\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-20759 Filed 9-24-18; 8:45 am]
BILLING CODE 8011-01-P



                                                                           Federal Register / Vol. 83, No. 186 / Tuesday, September 25, 2018 / Notices                                                     48479

                                                 • Send an email to rule-comments@                       SECURITIES AND EXCHANGE                                 A. Self-Regulatory Organization’s
                                               sec.gov. Please include File Number SR–                   COMMISSION                                              Statement of the Purpose of, and
                                               NASDAQ–2018–076 on the subject line.                                                                              Statutory Basis for, the Proposed Rule
                                                                                                         [Release No. 34–84203; File No. SR–ISE–                 Change
                                               Paper Comments
                                                                                                         2018–79]                                                1. Purpose
                                                 • Send paper comments in triplicate
                                                                                                         Self-Regulatory Organizations; Nasdaq                      The Exchange proposes to amend its
                                               to Secretary, Securities and Exchange
                                                                                                         ISE, LLC; Notice of Filing and                          By-Laws at Article IV, Section 7 to
                                               Commission, 100 F Street NE,
                                                                                                         Immediate Effectiveness of Proposed                     conform its provisions regarding the
                                               Washington, DC 20549–1090.
                                                                                                         Rule Change To Conform By-Law’s                         Exchange’s Chief Regulatory Officer
                                               All submissions should refer to File                      CRO Provisions to Those of an Affiliate                 (‘‘CRO’’) to those of its affiliate, Nasdaq
                                               Number SR–NASDAQ–2018–076. This                                                                                   PHLX LLC (‘‘Phlx’’).3 By-Law Article IV,
                                                                                                         Exchange
                                               file number should be included on the                                                                             Section 7 presently requires that an
                                               subject line if email is used. To help the                September 19, 2018.                                     officer of the Exchange 4 with the
                                               Commission process and review your                                                                                position of Executive Vice President or
                                                                                                            Pursuant to Section 19(b)(1) of the                  Senior Vice President be designated as
                                               comments more efficiently, please use                     Securities Exchange Act of 1934
                                               only one method. The Commission will                                                                              the CRO of the Exchange. The Exchange
                                                                                                         (‘‘Act’’),1 and Rule 19b–4 thereunder,2                 now proposes to remove the
                                               post all comments on the Commission’s                     notice is hereby given that on
                                               internet website (http://www.sec.gov/                                                                             requirement that the CRO be an
                                                                                                         September 6, 2018, Nasdaq ISE, LLC                      Executive Vice President or Senior Vice
                                               rules/sro.shtml). Copies of the                           (‘‘ISE’’ or ‘‘Exchange’’) filed with the                President of the Exchange. The
                                               submission, all subsequent                                Securities and Exchange Commission                      Exchange believes that this requirement
                                               amendments, all written statements                        (‘‘SEC’’ or ‘‘Commission’’) the proposed                is unnecessary and notes that there may
                                               with respect to the proposed rule                         rule change as described in Items I and                 be officers of the Exchange who are well
                                               change that are filed with the                            II below, which Items have been                         qualified to serve in the CRO role, but
                                               Commission, and all written                               prepared by the Exchange. The                           who may not hold the position of an
                                               communications relating to the                            Commission is publishing this notice to                 Executive Vice President or Senior Vice
                                               proposed rule change between the                          solicit comments on the proposed rule                   President.5 The Exchange does not seek
                                               Commission and any person, other than                     change from interested persons.                         to amend any of the current
                                               those that may be withheld from the                                                                               responsibilities of the CRO as set forth
                                               public in accordance with the                             I. Self-Regulatory Organization’s                       in Section 7; 6 rather, the proposed
                                               provisions of 5 U.S.C. 552, will be                       Statement of the Terms of Substance of                  changes are intended to give the
                                               available for website viewing and                         the Proposed Rule Change                                Exchange more flexibility to attract and
                                               printing in the Commission’s Public                                                                               retain well qualified officers to the role
                                                                                                            The Exchange proposes to conform
                                               Reference Room, 100 F Street NE,                                                                                  of CRO that are not designated as an
                                                                                                         the Exchange’s By-Law provisions
                                               Washington, DC 20549 on official                                                                                  Executive Vice President or Senior Vice
                                                                                                         regarding the Chief Regulatory Officer to               President of the Exchange. As noted
                                               business days between the hours of
                                                                                                         those of its affiliate, Nasdaq PHLX LLC                 above, the Exchange desires to conform
                                               10:00 a.m. and 3:00 p.m. Copies of the
                                                                                                         (‘‘Phlx’’).                                             the requirements to become CRO in its
                                               filing also will be available for
                                               inspection and copying at the principal                      The text of the proposed rule change                 By-Laws to those in the By-Laws of
                                               office of the Exchange. All comments                      is available on the Exchange’s website at               Phlx, which do not contain a similar
                                               received will be posted without change.                   http://ise.cchwallstreet.com/, at the                   restriction in Article IV, Section 4–7 of
                                               Persons submitting comments are                           principal office of the Exchange, and at                its By-Laws that its CRO be an Executive
                                               cautioned that we do not redact or edit                   the Commission’s Public Reference                       Vice President or Senior Vice President
                                               personal identifying information from                     Room.                                                   of Phlx.7
                                               comment submissions. You should                           II. Self-Regulatory Organization’s                      2. Statutory Basis
                                               submit only information that you wish                     Statement of the Purpose of, and                          The Exchange believes that its
                                               to make available publicly. All                           Statutory Basis for, the Proposed Rule                  proposal is consistent with Section 6(b)
                                               submissions should refer to File                          Change
                                               Number SR–NASDAQ–2018–076, and                                                                                      3 See Phlx By-Law Article IV, Section 4–7 (Chief
                                               should be submitted on or before                            In its filing with the Commission, the                Regulatory Officer).
                                               October 16, 2018.                                         Exchange included statements                              4 In Exhibit 5, the references to ‘‘Company’’ mean


                                                 For the Commission, by the Division of                  concerning the purpose of and basis for                 the Exchange.
                                                                                                                                                                   5 The Exchange notes that Phlx’s CRO currently
                                               Trading and Markets, pursuant to delegated                the proposed rule change and discussed
                                                                                                                                                                 holds the position of Vice President.
                                               authority.15                                              any comments it received on the                           6 The CRO’s responsibilities include general

                                               Eduardo A. Aleman,                                        proposed rule change. The text of these                 supervision of the regulatory operations of the
                                                                                                         statements may be examined at the                       Exchange, including responsibility for overseeing
                                               Assistant Secretary.                                                                                              the Exchange’s surveillance, examination, and
                                                                                                         places specified in Item IV below. The
                                               [FR Doc. 2018–20770 Filed 9–24–18; 8:45 am]                                                                       enforcement functions and for administering any
                                                                                                         Exchange has prepared summaries, set                    regulatory services agreements with another SRO to
                                               BILLING CODE 8011–01–P
                                                                                                         forth in sections A, B, and C below, of                 which the Exchange is a party. In addition, the CRO
daltland on DSKBBV9HB2PROD with NOTICES




                                                                                                         the most significant aspects of such                    shall meet with the Regulatory Oversight
                                                                                                                                                                 Committee of the Exchange in executive session at
                                                                                                         statements.                                             regularly scheduled meetings of such committee,
                                                                                                                                                                 and at any time upon request of the CRO or any
                                                                                                                                                                 member of the Regulatory Oversight Committee.
                                                                                                                                                                 Unlike Phlx, the Exchange’s By-Laws provide that
                                                                                                                                                                 the CRO may also serve as the General Counsel of
                                                                                                           1 15   U.S.C. 78s(b)(1).                              the Exchange. See By-Law Article IV, Section 7.
                                                 15 17   CFR 200.30–3(a)(12).                              2 17   CFR 240.19b–4.                                   7 See note 5 above.




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                                               48480                      Federal Register / Vol. 83, No. 186 / Tuesday, September 25, 2018 / Notices

                                               of the Act,8 in general, and furthers the               proposed rule change does not address                     Therefore, the Commission hereby
                                               objectives of Section 6(b)(1) of the Act,9              competitive issues but relates to the                     waives the 30-day operative delay and
                                               in particular, in that it enables the                   administration and functioning of the                     designates the proposed rule change as
                                               Exchange to be so organized so as to                    Exchange by allowing the Exchange                         operative upon filing.16
                                               have the capacity to be able to carry out               greater flexibility in attracting and                        At any time within 60 days of the
                                               the purposes of the Act and to comply,                  retaining well qualified officers to the                  filing of the proposed rule change, the
                                               and to enforce compliance by its                        role of CRO that are not designated as                    Commission summarily may
                                               members and persons associated with                     an Executive Vice President or Senior                     temporarily suspend such rule change if
                                               its members, with the provisions of the                 Vice President.                                           it appears to the Commission that such
                                               Act, the rules and regulations                                                                                    action is: (i) Necessary or appropriate in
                                                                                                       C. Self-Regulatory Organization’s                         the public interest; (ii) for the protection
                                               thereunder, and the rules of the                        Statement on Comments on the
                                               Exchange. The Exchange also believes                                                                              of investors; or (iii) otherwise in
                                                                                                       Proposed Rule Change Received From                        furtherance of the purposes of the Act.
                                               that this proposal furthers the objectives              Members, Participants, or Others
                                               of Section 6(b)(5) of the Act,10 in                                                                               If the Commission takes such action, the
                                               particular, in that it is designed to                     No written comments were either                         Commission shall institute proceedings
                                               promote just and equitable principles of                solicited or received.                                    to determine whether the proposed rule
                                               trade, to remove impediments to and                     III. Date of Effectiveness of the                         should be approved or disapproved.
                                               perfect the mechanism of a free and                     Proposed Rule Change and Timing for                       IV. Solicitation of Comments
                                               open market and a national market                       Commission Action
                                               system, and, in general to protect                                                                                  Interested persons are invited to
                                                                                                          Because the foregoing proposed rule                    submit written data, views, and
                                               investors and the public interest. The
                                                                                                       change does not: (i) Significantly affect                 arguments concerning the foregoing,
                                               proposed changes will remove the
                                                                                                       the protection of investors or the public                 including whether the proposed rule
                                               requirement currently in Article IV,
                                                                                                       interest; (ii) impose any significant                     change is consistent with the Act.
                                               Section 7 of the Exchange’s By-Laws
                                                                                                       burden on competition; and (iii) become                   Comments may be submitted by any of
                                               that the CRO be an Executive Vice
                                                                                                       operative for 30 days from the date on                    the following methods:
                                               President or Senior Vice President of the               which it was filed, or such shorter time
                                               Exchange. As discussed above, the                       as the Commission may designate, it has                   Electronic Comments
                                               current responsibilities of the CRO as                  become effective pursuant to Section                        • Use the Commission’s internet
                                               provided in Article IV, Section 7 remain                19(b)(3)(A)(iii) of the Act 12 and                        comment form (http://www.sec.gov/
                                               unchanged under this proposal, and the                  subparagraph (f)(6) of Rule 19b–4                         rules/sro.shtml); or
                                               CRO will continue to have general                       thereunder.13                                               • Send an email to rule-comments@
                                               oversight of the regulatory operations of                  A proposed rule change filed under                     sec.gov. Please include File Number SR–
                                               the Exchange and be obligated to meet                   Rule 19b–4(f)(6) 14 normally does not                     ISE–2018–79 on the subject line.
                                               regularly with the Regulatory Oversight                 become operative prior to 30 days after
                                               Committee. The proposed rule change is                                                                            Paper Comments
                                                                                                       the date of the filing. However, Rule
                                               intended to provide the Exchange with                   19b–4(f)(6)(iii) 15 permits the                             • Send paper comments in triplicate
                                               greater flexibility to attract and retain               Commission to designate a shorter time                    to Secretary, Securities and Exchange
                                               capable individuals who are well                        if such action is consistent with the                     Commission, 100 F Street NE,
                                               qualified to serve in the CRO role. In                  protection of investors and the public                    Washington, DC 20549–1090.
                                               addition, the proposed amendments                       interest. The Exchange has asked the                      All submissions should refer to File
                                               will have the additional benefit of                     Commission to waive the 30-day                            Number SR–ISE–2018–79. This file
                                               bringing the Exchange’s requirements                    operative delay so that the proposed                      number should be included on the
                                               on the CRO role into greater conformity                 rule change may become operative                          subject line if email is used. To help the
                                               with those of its affiliate, Phlx, thereby              immediately upon filing. The Exchange                     Commission process and review your
                                               creating equivalent standards among the                 notes that waiver of the operative delay                  comments more efficiently, please use
                                               affiliated exchanges owned by Nasdaq,                   will allow it to amend its By-Laws by                     only one method. The Commission will
                                               Inc. (‘‘HoldCo’’).11 As such, the                       September 26, 2018. The Exchange                          post all comments on the Commission’s
                                               Exchange believes that its proposal will                states that the boards of the Affiliated                  internet website (http://www.sec.gov/
                                               bring greater consistency to its rules,                 Exchanges will collectively meet on that                  rules/sro.shtml). Copies of the
                                               which is beneficial to both investors and               date to address, among other matters,                     submission, all subsequent
                                               the public interest.                                    certain annual corporate ‘‘housekeeping                   amendments, all written statements
                                               B. Self-Regulatory Organization’s                       items,’’ which the Exchange states has                    with respect to the proposed rule
                                               Statement on Burden on Competition                      historically included Exchange officer                    change that are filed with the
                                                                                                       appointments. As such, the Commission                     Commission, and all written
                                                 The Exchange does not believe that                    believes that waiver of the operative                     communications relating to the
                                               the proposed rule change will impose                    delay is consistent with the protection                   proposed rule change between the
                                               any burden on competition not                           of investors and the public interest.                     Commission and any person, other than
                                               necessary or appropriate in furtherance                                                                           those that may be withheld from the
                                               of the purposes of the Act. The                           12 15  U.S.C. 78s(b)(3)(A)(iii).                        public in accordance with the
                                                                                                         13 17  CFR 240.19b–4(f)(6). In addition, Rule 19b–      provisions of 5 U.S.C. 552, will be
                                                 8 15  U.S.C. 78f(b).                                  4(f)(6)(iii) requires a self-regulatory organization to   available for website viewing and
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                                                 9 15  U.S.C. 78f(b)(1).                               give the Commission written notice of its intent to
                                                  10 15 U.S.C. 78f(b)(5).                              file the proposed rule change, along with a brief         printing in the Commission’s Public
                                                  11 The Nasdaq Stock Market LLC (‘‘NSM’’),            description and text of the proposed rule change,         Reference Room, 100 F Street NE,
                                               Nasdaq BX, Inc. (‘‘BX’’), Nasdaq GEMX, LLC              at least five business days prior to the date of filing
                                               (‘‘GEMX’’), and Nasdaq MRX, LLC (‘‘MRX’’) will          of the proposed rule change, or such shorter time            16 For purposes only of waiving the 30-day

                                               file similar proposals to conform their By-Laws         as designated by the Commission. The Exchange             operative delay, the Commission has also
                                               with Phlx’s By-Laws. ISE, GEMX, MRX, NSM, BX,           has satisfied this requirement.                           considered the proposed rule’s impact on
                                                                                                          14 17 CFR 240.19b–4(f)(6).
                                               and Phlx will hereinafter be referred to collectively                                                             efficiency, competition, and capital formation. See
                                               as ‘‘Affiliated Exchanges.’’                               15 17 CFR 240.19b–4(f)(6)(iii).                        15 U.S.C. 78c(f).



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                                                                         Federal Register / Vol. 83, No. 186 / Tuesday, September 25, 2018 / Notices                                                   48481

                                               Washington, DC 20549, on official                       the principal office of the Exchange, and              changes are intended to give the
                                               business days between the hours of                      at the Commission’s Public Reference                   Exchange more flexibility to attract and
                                               10:00 a.m. and 3:00 p.m. Copies of the                  Room.                                                  retain well qualified officers to the role
                                               filing also will be available for                                                                              of CRO that are not designated as an
                                                                                                       II. Self-Regulatory Organization’s
                                               inspection and copying at the principal                                                                        Executive Vice President or Senior Vice
                                                                                                       Statement of the Purpose of, and
                                               office of the Exchange. All comments                                                                           President of the Exchange. As noted
                                               received will be posted without change.                 Statutory Basis for, the Proposed Rule
                                                                                                                                                              above, the Exchange desires to conform
                                               Persons submitting comments are                         Change
                                                                                                                                                              the requirements to become CRO in its
                                               cautioned that we do not redact or edit                   In its filing with the Commission, the               By-Laws to those in the By-Laws of
                                               personal identifying information from                   Exchange included statements                           Phlx, which do not contain a similar
                                               comment submissions. You should                         concerning the purpose of and basis for                restriction in Article IV, Section 4–7 of
                                               submit only information that you wish                   the proposed rule change and discussed                 its By-Laws that its CRO be an Executive
                                               to make available publicly. All                         any comments it received on the                        Vice President or Senior Vice President
                                               submissions should refer to File                        proposed rule change. The text of these                of Phlx.7
                                               Number SR–ISE–2018–79 and should be                     statements may be examined at the
                                               submitted on or before October 16,                                                                             2. Statutory Basis
                                                                                                       places specified in Item IV below. The
                                               2018.                                                   Exchange has prepared summaries, set                      The Exchange believes that its
                                                 For the Commission, by the Division of                forth in sections A, B, and C below, of                proposal is consistent with Section 6(b)
                                               Trading and Markets, pursuant to delegated              the most significant aspects of such                   of the Act,8 in general, and furthers the
                                               authority.17                                            statements.                                            objectives of Section 6(b)(1) of the Act,9
                                               Eduardo A. Aleman,                                                                                             in particular, in that it enables the
                                                                                                       A. Self-Regulatory Organization’s                      Exchange to be so organized so as to
                                               Assistant Secretary.
                                                                                                       Statement of the Purpose of, and                       have the capacity to be able to carry out
                                               [FR Doc. 2018–20759 Filed 9–24–18; 8:45 am]
                                                                                                       Statutory Basis for, the Proposed Rule                 the purposes of the Act and to comply,
                                               BILLING CODE 8011–01–P
                                                                                                       Change                                                 and to enforce compliance by its
                                                                                                       1. Purpose                                             members and persons associated with
                                               SECURITIES AND EXCHANGE                                                                                        its members, with the provisions of the
                                               COMMISSION                                                 The Exchange proposes to amend its                  Act, the rules and regulations
                                                                                                       By-Laws at Article IV, Section 7 to                    thereunder, and the rules of the
                                               [Release No. 34–84204; File No. SR–MRX–                 conform its provisions regarding the                   Exchange. The Exchange also believes
                                               2018–29]                                                Exchange’s Chief Regulatory Officer                    that this proposal furthers the objectives
                                                                                                       (‘‘CRO’’) to those of its affiliate, Nasdaq            of Section 6(b)(5) of the Act,10 in
                                               Self-Regulatory Organizations; Nasdaq
                                                                                                       PHLX LLC (‘‘Phlx’’).3 By-Law Article IV,               particular, in that it is designed to
                                               MRX, LLC; Notice of Filing and
                                                                                                       Section 7 presently requires that an                   promote just and equitable principles of
                                               Immediate Effectiveness of Proposed
                                                                                                       officer of the Exchange 4 with the                     trade, to remove impediments to and
                                               Rule Change To Conform By-Law’s
                                                                                                       position of Executive Vice President or                perfect the mechanism of a free and
                                               CRO Provisions To Those of an
                                                                                                       Senior Vice President be designated as                 open market and a national market
                                               Affiliate Exchange
                                                                                                       the CRO of the Exchange. The Exchange                  system, and, in general to protect
                                               September 19, 2018.                                     now proposes to remove the                             investors and the public interest. The
                                                  Pursuant to Section 19(b)(1) of the                  requirement that the CRO be an                         proposed changes will remove the
                                               Securities Exchange Act of 1934                         Executive Vice President or Senior Vice                requirement currently in Article IV,
                                               (‘‘Act’’),1 and Rule 19b–4 thereunder,2                 President of the Exchange. The                         Section 7 of the Exchange’s By-Laws
                                               notice is hereby given that on                          Exchange believes that this requirement                that the CRO be an Executive Vice
                                               September 6, 2018, Nasdaq MRX, LLC                      is unnecessary and notes that there may                President or Senior Vice President of the
                                               (‘‘MRX’’ or ‘‘Exchange’’) filed with the                be officers of the Exchange who are well               Exchange. As discussed above, the
                                               Securities and Exchange Commission                      qualified to serve in the CRO role, but                current responsibilities of the CRO as
                                               (‘‘SEC’’ or ‘‘Commission’’) the proposed                who may not hold the position of an                    provided in Article IV, Section 7 remain
                                               rule change as described in Items I and                 Executive Vice President or Senior Vice                unchanged under this proposal, and the
                                               II below, which Items have been                         President.5 The Exchange does not seek                 CRO will continue to have general
                                               prepared by the Exchange. The                           to amend any of the current                            oversight of the regulatory operations of
                                               Commission is publishing this notice to                 responsibilities of the CRO as set forth               the Exchange and be obligated to meet
                                               solicit comments on the proposed rule                   in Section 7; 6 rather, the proposed                   regularly with the Regulatory Oversight
                                               change from interested persons.                                                                                Committee. The proposed rule change is
                                                                                                         3 See Phlx By-Law Article IV, Section 4–7 (Chief
                                               I. Self-Regulatory Organization’s                       Regulatory Officer).
                                                                                                                                                              intended to provide the Exchange with
                                               Statement of the Terms of Substance of                    4 In Exhibit 5, the references to ‘‘Company’’ mean   greater flexibility to attract and retain
                                               the Proposed Rule Change                                the Exchange.                                          capable individuals who are well
                                                                                                         5 The Exchange notes that Phlx’s CRO currently       qualified to serve in the CRO role. In
                                                  The Exchange proposes to conform                     holds the position of Vice President.                  addition, the proposed amendments
                                               the Exchange’s By-Law provisions                          6 The CRO’s responsibilities include general
                                                                                                                                                              will have the additional benefit of
                                               regarding the Chief Regulatory Officer to               supervision of the regulatory operations of the
                                                                                                                                                              bringing the Exchange’s requirements
                                               those of its affiliate, Nasdaq PHLX LLC                 Exchange, including responsibility for overseeing
                                                                                                       the Exchange’s surveillance, examination, and          on the CRO role into greater conformity
                                               (‘‘Phlx’’).
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                                                                                                       enforcement functions and for administering any        with those of its affiliate, Phlx, thereby
                                                  The text of the proposed rule change                 regulatory services agreements with another SRO to
                                               is available on the Exchange’s website at               which the Exchange is a party. In addition, the CRO
                                                                                                                                                              the CRO may also serve as the General Counsel of
                                               http://nasdaqmrx.cchwallstreet.com/, at                 shall meet with the Regulatory Oversight
                                                                                                                                                              the Exchange. See By-Law Article IV, Section 7.
                                                                                                       Committee of the Exchange in executive session at        7 See note 5 above.
                                                                                                       regularly scheduled meetings of such committee,
                                                 17 17 CFR 200.30–3(a)(12).                                                                                     8 15 U.S.C. 78f(b).
                                                                                                       and at any time upon request of the CRO or any
                                                 1 15 U.S.C. 78s(b)(1).                                                                                         9 15 U.S.C. 78f(b)(1).
                                                                                                       member of the Regulatory Oversight Committee.
                                                 2 17 CFR 240.19b–4.                                   Unlike Phlx, the Exchange’s By-Laws provide that         10 15 U.S.C. 78f(b)(5).




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Document Created: 2018-09-25 00:21:53
Document Modified: 2018-09-25 00:21:53
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 Citation83 FR 48479 

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