[Federal Register Volume 79, Number 237 (Wednesday, December 10, 2014)]
[Notices]
[Pages 73375-73377]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2014-28909]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-73747; File No. SR-EDGX-2014-27]


Self-Regulatory Organizations; EDGX Exchange, Inc.; Notice of 
Filing and Immediate Effectiveness of a Proposed Rule Change to Rule 
14.1(c)(5) of EDGX Exchange, Inc. To Harmonize Its Restrictions on 
Market Makers in UTP Derivative Securities With NYSE Arca, Inc. and 
Nasdaq Stock Market LLC

December 4, 2014.
    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 November 21, 2014, EDGX Exchange, Inc. (the ``Exchange'' or 
``EDGX'') 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 Exchange. The Exchange 
has designated this proposal as a ``non-controversial'' proposed rule 
change pursuant to Section 19(b)(3)(A) of the Act \3\ and Rule 19b-
4(f)(6)(iii) thereunder,\4\ which renders it effective upon filing with 
the Commission. 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.
    \3\ 15 U.S.C. 78s(b)(3)(A).
    \4\ 17 CFR 240.19b-4(f)(6)(iii).
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange filed a proposal to amend Rule 14.1(c)(5) to harmonize 
its restrictions on Market Makers \5\ in UTP Derivative Securities \6\ 
with NYSE Arca, Inc. (``NYSE Arca'') Rule 5.1(a)(2)(v) \7\ and the 
Nasdaq Stock Market LLC (``Nasdaq'') Rule 4630(e).\8\
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    \5\ The term ``Market Maker'' is defined as ``a Member that acts 
as a Market Maker pursuant to Chapter XI.'' See Exchange Rule 
1.5(l).
    \6\ The term ``UTP Derivative Security'' is defined as ``[a]ny 
UTP Security that is a `new derivative securities product' as 
defined in Rule 19b-4(e) under the Exchange Act . . . and traded 
pursuant to Rule 19b-4(e) under the Exchange Act.'' See Exchange 
Rule 14.1(c).
    \7\ See Securities Exchange Act Release No. 67066 (May 29, 
2012), 77 FR 33010 (June 4, 2012) (SR-NYSEArca-2012-46) (Notice of 
Filing and Immediate Effectiveness of Proposed Rule Change Regarding 
the Extension of Unlisted Trading Privileges to New Derivative 
Securities Products That Are Listed on Another Exchange and to Make 
Other Conforming and Technical Amendments). The Commission also 
waived the 30-day operative delay for SR-NYSEArca-2012-46 under Rule 
19b-4(f)(6) of the Act. Id.
    \8\ See Securities Exchange Act Release No. 69858 (June 25, 
2013), 78 FR 39432 (July 1, 2013) (SR-Nasdaq-2013-085) (Notice of 
Filing and Immediate Effectiveness of Proposed Rule Change [sic] 
Rule 4630 to Remove a Restriction on a Member Acting as a Registered 
Market Maker in a Commodity-Related Security).
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    The text of the proposed rule change is available at the Exchange's 
Web site at http://www.directedge.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 parts 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 Rule 14.1(c)(5) to harmonize its 
restrictions on Market Makers in UTP Derivative Securities with NYSE 
Arca Rule 5.1(a)(2)(v) \9\ and Nasdaq Rule 4630(e).\10\ The purpose of 
the proposed rule change is to permit a Member acting as a registered 
Market Maker in a UTP Derivative Security on the Exchange the 
flexibility to act or register as a market maker in any Reference Asset 
\11\ that a UTP Derivative Security derives its value from consistent 
with Commission and Exchange Rules.
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    \9\ See supra note 7.
    \10\ See supra note 8.
    \11\ A ``Reference Asset'' is defined as one or more currencies, 
or commodities, or derivatives based on one or more currencies, or 
commodities, or is based on a basket or index comprised of 
currencies or commodities that a UTP Derivative Security derives its 
value from. See Exchange Rule 14.1(c)(5).
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    Exchange Rule 14.1(c)(5) prohibits a Market Maker in a UTP 
Derivative Security from acting or registering as a market maker on 
another exchange in any Reference Asset of that UTP Derivative 
Security, or any derivative instrument based on a Reference Asset of 
that UTP Derivative Security. NYSE Arca Rule 5.1(a)(2)(v) and Nasdaq 
Rule 4630(e) recently amended their respective rules to permit market 
makers to trade in securities underlying the derivative security so 
long as that market maker discloses to NYSE Arca or Nasdaq all accounts 
within which it trades the underlying securities.\12\ As amended, 
Exchange Rule 14.1(c)(5), would similarly remove this prohibition, 
which states that a Market Maker in a UTP Derivative Security is 
prohibited from acting or registering as a market maker on another 
exchange in any Related Instruments.
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    \12\ See supra notes 7 and 8.
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    Similar to NYSE Arca Rule 5.1(a)(2)(v) and Nasdaq Rule 4630(e), 
amended Rule 14.1(c)(5) would require a Member acting as a registered 
Market Maker in a UTP Derivative Security to file with the Exchange, in 
a manner prescribed by the Exchange, and to keep a current list 
identifying all accounts for trading the underlying physical asset or 
commodity, related futures or options on futures, or any other related 
derivatives (collectively with Reference Assets, ``Related 
Instruments''), which the Member acting as registered Market Maker may 
have or over which it may exercise investment discretion. Rule 
14.1(c)(5) would also prohibit a Member from acting as registered 
Market Maker in the UTP Derivative Security from trading in the 
underlying physical asset or commodity, related futures or options on 
futures, or any other related derivatives, in an account in which a 
Member acting as a registered Market Maker, directly or indirectly, 
controls trading activities, or has a direct interest in the profits or 
losses thereof, that has not been reported to the Exchange.
    Exchange Rules \13\ ensure that Market Makers in UTP Derivative 
Securities would continue to have in place reasonably designed policies 
and procedures to prevent the misuse of material non-public information 
with

[[Page 73376]]

regard to also acting as a Market Maker in any Related Instruments.\14\ 
In the context of approving a more flexible, principled-based approach 
to information barriers by NYSE Arca, the Commission stated that, 
``while information barriers are not specifically required under the 
proposal, a [firm's] business model or business activities may dictate 
that an information barrier or a functional separation be part of the 
appropriate set of policies and procedures that would be reasonably 
designed to achieve compliance with applicable securities law and 
regulations, and with applicable Exchange rules.'' \15\ Rule 
14.1(c)(5)(D) will continue to prohibit Market Makers from using 
material non-public information in connection with trading a Related 
Instrument. Rule 14.1(c)(5)(C) will also continue to require that, in 
addition to the existing obligations under Exchange rules regarding the 
production of books and records, a Market Maker shall, upon request by 
the Exchange, make available to the Exchange any books, records or 
other information pertaining to any Related Instrument trading account 
or to the account of any registered or non-registered employee 
affiliated with the Market Maker for which Related Instruments are 
traded. Lastly, under Exchange Rule 14.1(c)(6) the Exchange will enter 
into comprehensive surveillance sharing agreement with other markets 
that offer trading in Related Instruments to the same extent as the 
listing exchange's rules require the listing exchange to enter into a 
comprehensive surveillance sharing agreement with such markets. This 
amendment does not lessen the protection of Members from the risks 
associated with integrated market making and any possible misuse of 
non-public information.
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    \13\ See Exchange Rules 5.5 and 14.1(c)(5)(D).
    \14\ 15 U.S.C. 78o(g).
    \15\ See Securities Exchange Act Release No. 60604 (September 1, 
2009), 74 FR 46272 (September 8, 2009) (SR-NYSEArca-2009-78).
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2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Act \16\ and furthers the objectives of 
Section 6(b)(5) of the Act,\17\ in that it is designed promote just and 
equitable principles of trade, remove impediments to, and perfect the 
mechanism of, a free and open market and a national market system, and, 
in general, protect investors and the public interest. In addition, the 
Exchange believes that the proposed rule change is not designed to 
permit unfair discrimination between customers, issuers, brokers or 
dealers. The proposed rule change is substantially similar to the 
existing NYSE Arca Rule 5.1(a)(2)(v) and Nasdaq Rule 4630(e).\18\ In 
addition, the Exchange believes that amending Exchange Rule 14.1(c)(5) 
to permit a Member acting as a registered Market Maker in a UTP 
Derivative Security on the Exchange the flexibility to act or register 
as a market maker in any Reference Asset that a UTP Derivative Security 
derives its value from consistent with Commission and Exchange Rules 
will remove impediments to and perfect the mechanism of a free and open 
market by providing the same flexibility to the Exchange that is 
already available to NYSE Arca and Nasdaq regarding the market maker 
activities for derivative-related Securities. Additionally, Exchange 
Rule 14.1(c)(5), as amended, would continue to serve to prevent 
fraudulent and manipulative acts and practices, as well as to protect 
investors and the public interest from concerns that may be associated 
with integrated market making and any possible misuse of non-public 
information.
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    \16\ 15 U.S.C. 78f(b).
    \17\ 15 U.S.C. 78f(b)(5).
    \18\ See supra notes 7 and 8.
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(B) Self-Regulatory Organization's Statement on Burden on Competition

    The proposed rule change would not impose any burden on 
competition. On the contrary, the Exchange believes that the proposal 
will promote competition because it is a competitive response to 
recently amended NYSE Arca and Nasdaq rules which permit market makers 
to trade in the reference assets or components underlying the 
derivative security on the same terms as that proposed by the 
Exchange.\19\ Thus, the Exchange believes this proposed rule change is 
necessary to permit fair competition among national securities 
exchanges.
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    \19\ See supra notes 7 and 8.
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(C) Self-Regulatory Organization's Statement on Comments on the 
Proposed Rule Change Received From Members, Participants or Others

    The Exchange has neither solicited nor received written comments on 
the proposed rule change.

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 prior to 
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 \20\ and Rule 19b-
4(f)(6)(iii) thereunder.\21\
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    \20\ 15 U.S.C. 78s(b)(3)(A).
    \21\ 17 CFR 240.19b-4(f)(6)(iii). 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.
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    The Exchange has asked the Commission to waive the 30-day operative 
delay so that the proposal may become operative immediately upon 
filing. The Commission believes that waiver of the 30-day operative 
delay period is consistent with the protection of investors and the 
public interest. The Commission notes that the proposal would allow 
Market Makers in a UTP Derivative Security on the Exchange to act or 
register as a Market Maker in any Related Instruments. The Commission 
believes that proposal could allow the Exchange to attract more Market 
Makers to the Exchange, thereby potentially increasing liquidity in UTP 
Derivative Securities, provide more price competition, and enhance the 
markets for those securities. The Commission further notes that the 
proposal is similar to the rules of other national securities 
exchanges.\22\ Therefore, the Commission designates the proposed rule 
change to be operative upon filing.\23\
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    \22\ See NYSE Arca Equities Rule 5.1(a)(2)(v) and Nasdaq Rule 
4630(e).
    \23\ For purposes only of waiving the 30-day operative delay, 
the Commission has 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 such 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 under 
Section 19(b)(2)(B) \24\ of the Act to determine whether the proposed 
rule change should be approved or disapproved.
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    \24\ 15 U.S.C. 78s(b)(2)(B).
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IV. Solicitation of Comments

    Interested persons are invited to submit written data, views and 
arguments concerning the foregoing, including whether the proposal is

[[Page 73377]]

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 No. SR-EDGX-2014-27 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 No. SR-EDGX-2014-27. This file 
number should be included on the subject line if email is used. To help 
the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all 
written statements with respect to the proposed rule change that are 
filed with the Commission, and all written communications relating to 
the proposed rule change between the Commission and any person, other 
than those that may be withheld from the public in accordance with the 
provisions of 5 U.S.C. 552, will be available for Web site viewing and 
printing in the Commission's Public Reference Room, 100 F Street NE., 
Washington, DC 20549, on official business days between the hours of 
10:00 a.m. and 3:00 p.m. Copies of such filing will also 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 No. SR-EDGX-2014-27 and should be 
submitted on or before December 31, 2014.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\25\
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    \25\ 17 CFR 200.30-3(a)(12).
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Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2014-28909 Filed 12-9-14; 8:45 am]
BILLING CODE 8011-01-P