[Federal Register Volume 80, Number 221 (Tuesday, November 17, 2015)]
[Notices]
[Pages 71883-71887]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2015-29218]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-76405; File No. SR-MIAX-2015-63]


Self-Regulatory Organizations: Miami International Securities 
Exchange LLC; Notice of Filing and Immediate Effectiveness of a 
Proposed Rule Change To Delete Exchange Rule 610, Limitations on 
Dealings

November 10, 2015.
    Pursuant to the provisions of 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 November 4, 2015, Miami International 
Securities Exchange LLC (``MIAX'' or ``Exchange'') filed with the 
Securities and Exchange Commission (``Commission'') a proposed rule 
change as described in Items I, II, and III 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 is filing a proposal to adopt a principles-based 
approach to prohibit the misuse of material, non-public information by 
Exchange Market Makers \3\ by deleting Exchange Rule 610, Limitations 
on Dealings.
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    \3\ The term ``Market Makers'' refers to ``Lead Market Makers,'' 
``Primary Lead Market Makers'' and ``Registered Market Makers'' 
collectively. A Lead Market Maker (``LMM'') is a Member registered 
with the Exchange for the purpose of making markets in securities 
traded on the Exchange and that is vested with the rights and 
responsibilities specified in Chapter VI of the Exchange Rules with 
respect to Lead Market Makers. A Primary Lead Market Maker 
(``PLMM'') is a Lead Market Maker appointed by the Exchange to act 
as the Primary Lead Market Maker for the purpose of making markets 
in securities traded on the Exchange. A Registered Market Maker 
(``RMM'') is a Member registered with the Exchange for the purpose 
of making markets in securities traded on the Exchange, who is not a 
Lead Market Maker. See Exchange Rule 100.
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    The text of the proposed rule change is available on the Exchange's 
Web site at http://www.miaxoptions.com/filter/wotitle/rule_filing, at 
MIAX's principal office, 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 adopt a principles-based approach to 
prohibit the misuse of material, non-public information by Market 
Makers by deleting Rule 610 (Limitations on Dealings). In so doing, the 
Exchange would harmonize its rules amongst its Members \4\ relating to 
protecting against the misuse of material, non-public information. The 
Exchange believes that Rule 610 is no longer necessary because all 
Members, including Market Makers, are subject to the Exchange's general 
principles-based requirements governing the protection against the 
misuse of material, non-public information, pursuant to Exchange Rule 
303 (Prevention of the Misuse of Material Nonpublic Information), which 
obviates the need for separately-prescribed requirements for a subset 
of market participants on the Exchange.
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    \4\ The term ``Member'' means an individual or organization 
approved to exercise trading rights associated with a Trading 
Permit. Members are deemed ``members'' under the Exchange Act. See 
Exchange Rule 100.
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Background
    The Exchange has three classes of registered Market Makers. 
Pursuant to Rule 600, a Market Maker is a Member with Registered 
Options Traders that is registered with the Exchange for the purpose of 
making transactions as a dealer-specialist. As the rule further 
provides, a Market Maker can be either a RMM, a LMM or a PLMM. All 
Market Makers are subject to the requirements of Rules 603 and 604, 
which set forth the obligations of Market Makers, particularly relating 
to quoting.
    Rule 603 specifies the obligations of Market Makers, which include 
making markets ``that, absent changed market conditions, will be 
honored for the number of contracts entered into the Exchange's System 
in all series of options classes to which the Market Maker is 
appointed.'' The quoting obligations of Market Makers are set forth in 
Rule 604. Rules 603 and 604

[[Page 71884]]

describe the heightened obligations of a PLMM as distinguished from 
other Market Makers. Importantly, all Market Makers have access to the 
same information in the order book that is available to all other 
market participants. Moreover, none of the Exchange's Market Makers 
have agency obligations to the Exchange's order book.
    Notwithstanding that Market Makers have access to the same Exchange 
trading information as all other market participants on the Exchange, 
the Exchange has specific rules governing how Market Makers may 
operate. Rule 610(a) provides that ``[n]o Member, other than a Market 
Maker acting pursuant to Rule 603, limited partner, officer, employee, 
approved person(s), who is affiliated with a Market Maker or Member, 
shall, during the period of such affiliation, purchase or sell any 
option in which such Market Maker is appointed for any account in which 
such person(s) has a direct or indirect interest.'' Rule 610(b) further 
provides that an approved person or Member affiliated with a Member is 
not subject to the restrictions in Rule 610(a) if the affiliated Market 
Maker implements detailed Exchange-approved procedures to restrict the 
flow of material, non-public information to such affiliated party. The 
Exemption Guidelines set forth in Rule 610(e) through (j) outline the 
organizational structure of the so-called ``Chinese Wall'' procedures 
which are also referred to as an ``Information Barrier'', which a 
Market Maker must implement to be exempt from the requirements of Rule 
610(a). The Information Barrier is meant to ensure that an affiliate of 
a Market Maker will not have access to material, non-public information 
and that a Market Maker will not misuse material, non-public 
information obtained from an affiliated Member.
Proposed Rule Change
    The Exchange believes that the Exemption Guidelines in Rule 610 for 
Market Makers are no longer necessary and proposes to delete the Rule. 
Rather, the Exchange believes that Rule 303 governing the misuse of 
material, non-public information provides for an appropriate, 
principles-based approach to prevent the market abuses Rule 610 is 
designed to address. Specifically Rule 303 requires every Member to 
establish, maintain and enforce written procedures reasonably designed, 
taking into consideration the nature of such Member's business, to 
prevent the misuse of material, non-public information by such Member 
or persons associated with such Member. For purposes of this 
requirement, the misuse of material, non-public information includes, 
but is not limited to, the following:
    (a) Trading in any securities issued by a corporation, or in any 
related securities or related options or other derivative securities, 
while in possession of material, non-public information concerning that 
issuer; or
    (b) Trading in a security or related options or other derivative 
securities, while in possession of material non-public information 
concerning imminent transactions in the security or related securities; 
or
    (c) Disclosing to another person or entity any material, non-public 
information involving a corporation whose shares are publicly traded or 
an imminent transaction in an underlying security or related securities 
for the purpose of facilitating the possible misuse of such material, 
non-public information.\5\
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    \5\ See Exchange Rule 303, Interpretations and Policies .01.
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    Because Market Makers are already subject to the requirements of 
Rule 303 and because Market Makers do not have any trading or 
information advantage over other Members, the Exchange does not believe 
that it is necessary to separately require specific limitations on 
dealings between Market Makers and their affiliates. Deleting Rule 610 
would provide Market Makers and Members with the flexibility to adapt 
their policies and procedures as reasonably designed to reflect changes 
to their business model, business activities, or the securities market 
in a manner similar to how Members on the Exchange currently operate 
and consistent with Rule 303.
    As noted above, PLMMs are distinguished under Exchange rules from 
other Market Makers only to the extent that PLMMs have heightened 
obligations. However, none of these heightened obligations provides 
different or greater access to non-public information than any other 
market participant on the Exchange.\6\ Specifically, Market Makers on 
the Exchange do not have access to trading information provided by the 
Exchange, either at, or prior to, the point of execution, that is not 
made available to all other market participants on the Exchange in a 
similar manner. Further, as noted above, Market Makers on the Exchange 
do not have any agency responsibilities for orders on the order book. 
Accordingly, because Market Makers do not have any trading advantages 
at the Exchange due to their market role, the Exchange believes that 
they should be subject to the same rules as Members regarding the 
protection against the misuse of material, non-public information, 
which in this case, is existing Rule 303.
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    \6\ See Exchange Rules 603 and 604.
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    The Exchange notes that even with this proposed rule change, 
pursuant to Rule 303, a Market Maker would still be obligated to ensure 
that its policies and procedures reflect the current state of its 
business and continue to be reasonably designed to achieve compliance 
with applicable federal securities law and regulations, and with 
applicable Exchange rules, including being reasonably designed to 
protect against the misuse of material, non-public information. While 
an Information Barrier would not specifically be required under the 
proposal, Rule 303 already requires that a Member consider its business 
model or business activities in structuring its policies and 
procedures, which may dictate that an information barrier or other type 
of functional separation be part of the set of policies and procedures 
that would be reasonably designed to achieve compliance with applicable 
securities law and regulations, and with applicable Exchange rules.
    The Exchange is not proposing to change what is considered to be 
material, non-public information, and thus does not expect there to be 
any changes to the types of information that an affiliated person of a 
Market Maker could share with such Market Maker. In that regard, the 
proposed rule change will not permit an Electronic Exchange Member to 
have access to any non-public order or quote information of the 
affiliated Market Maker, including hidden or undisplayed size or price 
information of such orders and quotes. Market Makers are not allowed to 
post hidden or undisplayed orders and quotes on the Exchange. Members 
do not expect to receive any additional order or quote information as a 
result of this proposed rule change.
    Further, the Exchange does not believe that there will be any 
material change to existing Member Information Barriers as a result of 
removal of the Exchange's pre-approval requirements. In fact, the 
Exchange anticipates that eliminating the pre-approval requirement 
should facilitate implementation of changes to Member Information 
Barriers as necessary to protect against the misuse of material, non-
public information. The Exchange also suggests that the pre-approval 
requirement is unnecessary because Market Makers now do not have agency 
responsibilities to the book, or time and place information advantages 
because of

[[Page 71885]]

their market role.\7\ Moreover, the policies and procedures of Market 
Makers, including those relating to Information Barriers, would be 
subject to review by FINRA, on behalf of the Exchange, pursuant to a 
Regulatory Services Agreement.
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    \7\ Member applicants are required to have information barrier 
policies and procedures in place and must represent that they comply 
with this requirement in their application for membership to MIAX.
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    The Exchange further notes that under Rule 303, a Member would be 
able to structure its firm to provide for its options Market Makers, as 
applicable, to be structured with its equities and customer-facing 
businesses, provided that any such structuring would be done in a 
manner reasonably designed to protect against the misuse of material, 
non-public information. For example, pursuant to Rule 303 a Market 
Maker on the Exchange could be in the same independent trading unit, as 
defined in Rule 200(f) of Regulation SHO,\8\ as an equities market 
maker and other trading desks within the firm, including options 
trading desks, so that the firm could share post-trade information to 
better manage its risk across related securities. The Exchange believes 
it is appropriate, and consistent with Rule 303 and Section 15(g) of 
the Act \9\ for a firm to share options position and related hedging 
position information (e.g., equities, futures, and foreign currency) 
within a firm to better manage risk on a firm-wide basis. The Exchange 
notes, however, that if so structured, a firm would need to have 
policies and procedures, including Information Barriers as applicable, 
reasonably designed to protect against the misuse of material, non-
public information, and specifically customer information, consistent 
with Rule 303.
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    \8\ 17 CFR part 242.200(f).
    \9\ 15 U.S.C. 78o(g).
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    The Exchange believes that the proposed reliance on the principles-
based Rule 303 would ensure that a Member that operates a Market Maker 
would be required to protect against the misuse of any material, non-
public information. As noted above, Rule 303 already requires that 
firms refrain from trading while in possession of material, non-public 
information concerning imminent transactions in the security or related 
product. The Exchange believes that moving to a principles-based 
approach rather than prescribing how and when to wall off a Market 
Maker from the rest of the firm would provide Members operating as 
Market Makers with appropriate tools to better manage risk across a 
firm, including integrating options positions with other positions of 
the firm or, as applicable, by the respective independent trading unit. 
Specifically, the Exchange believes that it is appropriate for risk 
management purposes for a Member operating a Market Maker to be able to 
consider both options Market Maker traded positions for purposes of 
calculating net positions consistent with Rule 200 of Regulation SHO, 
calculating intra-day net capital positions, and managing risk 
generally, and in compliance with Rule 15c3-5 under the Act (the 
``Market Access Rule'').\10\ The Exchange notes that any risk 
management operations would need to operate consistent with the 
requirement to protect against the misuse of material, non-public 
information.
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    \10\ 17 CFR part 240.15c3-5.
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    The Exchange further notes that if Market Makers are integrated 
with other market making operations, they would be subject to existing 
rules that prohibit Members from disadvantaging their customers or 
other market participants by improperly capitalizing on a member 
organization's access to the receipt of material, non-public 
information. As such, a member organization that integrates its market 
maker operations together with equity market making would need to 
protect customer information consistent with existing obligations to 
protect such information. The Exchange has rules prohibiting Members 
from disadvantaging their customers or other market participants by 
improperly capitalizing on the Members' access to or receipt of 
material, nonpublic information. For example, Exchange Rule 1308 
(Supervision of Accounts) requires Members to develop and maintain 
adequate controls over each of its business activities and to be 
responsible for internal supervision and control of the organization 
and compliance with securities laws and regulations.\11\ Additionally, 
Rule 301 (Just and Equitable Principles of Trade) prevents a person 
associated with a Member, who has knowledge of all material terms and 
conditions of (i) an order and a solicited order, (ii) an order being 
facilitated, or (iii) orders being crossed; the execution of which are 
imminent, to enter, based on such knowledge, an order to buy or sell an 
option for the same underlying security as any option that is the 
subject of the order, or an order to buy or sell the security 
underlying such class, or an order to buy or sell any related 
instrument unless certain circumstances are met.\12\
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    \11\ See Exchange Rule 1308.
    \12\ See Exchange Rule 301, Interpretations and Policies .02.
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2. Statutory Basis
    MIAX believes that its proposed rule change is consistent with 
Section 6(b) of the Act \13\ in general, and furthers the objectives of 
Section 6(b)(5) of the Act \14\ 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 mechanisms of a 
free and open market and a national market system and, in general, to 
protect investors and the public interest.
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    \13\ 15 U.S.C. 78f(b).
    \14\ 15 U.S.C. 78f(b)(5).
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    The Exchange believes that the proposed rule change would remove 
impediments to and perfect the mechanism of a free and open market by 
adopting a principles-based approach to permit a Member operating a 
Market Maker to maintain and enforce policies and procedures to, among 
other things, prohibit the misuse of material, non-public information 
and eliminate restrictions on how a Member structures its market making 
operations. The Exchange notes that the proposed rule change is based 
on an approved rule of the Exchange to which Market Makers are already 
subject, Rule 303, thus Market Makers would continue to be subject to 
current Exchange rules and to the requirements under the Act \15\ for 
protecting material, non-public order information. The Exchange 
believes that the proposed rule change would remove impediments to and 
perfect the mechanism of a free and open market because it would 
harmonize the Exchange's approach to protecting against the misuse of 
material, non-public information and no longer subject Market Makers to 
additional requirements. The Exchange does not believe that the 
existing requirements applicable to Market Makers are narrowly tailored 
to their respective roles because neither market participant has access 
to Exchange trading information in a manner different from any other 
market participant on the Exchange and they do not have agency 
responsibilities to the order book.
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    \15\ See, e.g., 15 U.S.C. 78o(g).
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    The Exchange further believes the proposal is designed to prevent 
fraudulent and manipulative acts and practices and to promote just and 
equitable principles of trade because existing rules make clear to 
Market Makers and Members the type of conduct that is prohibited by the 
Exchange. While the proposal

[[Page 71886]]

eliminates specific requirements relating to the misuse of material, 
non-public information requiring pre-approval by the Exchange, Market 
Makers and Members would remain subject to existing Exchange rules 
requiring them to establish and maintain systems to supervise their 
activities, and to create, implement, and maintain written procedures 
that are reasonably designed to comply with applicable securities laws 
and Exchange rules, including the prohibition on the misuse of 
material, non-public information.
    The Exchange notes that the proposed rule change would still 
require that Members operating Market Makers maintain and enforce 
policies and procedures reasonably designed to ensure compliance with 
applicable federal securities laws and regulations and with Exchange 
rules. Even though there would no longer be pre-approval of Market 
Maker Information Barriers, any Market Maker's written policies and 
procedures would continue to be subject to oversight by the Exchange 
and therefore the elimination of prescribed restrictions should not 
reduce the effectiveness of the Exchange rules to protect against the 
misuse of material, non-public information. Rather, Members will be 
able to utilize a flexible, principles-based approach to modify their 
policies and procedures as appropriate to reflect changes to their 
business model, business activities, or to the securities market 
itself. Moreover, while specified Information Barriers may no longer be 
required, a Member's business model or business activities may dictate 
that an Information Barrier or functional separation be part of the set 
of policies and procedures that would be reasonably designed to achieve 
compliance with applicable securities laws and regulations, and with 
applicable Exchange rules. The Exchange therefore believes that the 
proposed rule change will maintain the existing protection of investors 
and the public interest that is currently applicable to Market Makers, 
while at the same time removing impediments to and perfecting a free 
and open market by moving to a principles-based approach to protect 
against the misuse of material non-public information.

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 that is not necessary or appropriate 
in furtherance of the purposes of the Act. On the contrary, the 
Exchange believes that the proposal will enhance competition by 
allowing Market Makers to comply with applicable Exchange rules in a 
manner best suited to their business models, business activities, and 
the securities markets, thus reducing regulatory burdens while still 
ensuring compliance with applicable securities laws and regulations and 
Exchange rules. The Exchange believes that the proposal will foster a 
fair and orderly marketplace without being overly burdensome upon 
Market Makers.
    Moreover, the Exchange believes that the proposed rule change would 
eliminate a burden on competition for Members which currently exists as 
a result of disparate rule treatment between the options and equities 
markets regarding how to protect against the misuse of material, non-
public information. For those Members that are also members of equity 
exchanges, their respective equity market maker operations are now 
subject to a principles-based approach to protecting against the misuse 
of material non-public information.\16\ The Exchange believes it would 
remove a burden on competition to enable Members to similarly apply a 
principles-based approach to protecting against the misuse of material, 
non-public information in the options space. To this end, the Exchange 
notes that Rule 303 still requires a Member that operates as a Market 
Maker on the Exchange to evaluate its business to assure that its 
policies and procedures are reasonably designed to protect against the 
misuse of material, non-public information. However, with this proposed 
rule change, a Member that trades equities and options could look at 
its firm more holistically to structure its operations in a manner that 
provides it with better tools to manage its risks across multiple 
security classes, while at the same time protecting against the misuse 
of material non-public information.
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    \16\ See Securities Exchange Act Release Nos. 60604 (Sept. 2, 
2009), 76 FR 46272 (Sept. 8, 2009) (SR-NYSEArca-2009-78) (Order 
approving elimination of NYSE Arca rule that required market makers 
to establish and maintain specifically prescribed information 
barriers, including discussion of NYSE Arca and Nasdaq rules) 
(``Arca Approval Order''); 61574 (Feb. 23, 2010), 75 FR 9455 (Mar. 
2, 2010) (SR-BATS-2010-003) (Order approving amendments to BATS Rule 
5.5 to move to a principles-based approach to protecting against the 
misuse of material, non-public information, and noting that the 
proposed change is consistent with the approaches of NYSE Arca and 
Nasdaq) (``BATS Approval Order''); and 72534 (July 3, 2014), 79 FR 
39440 (July 10, 2014) (SR-NYSE-2014-12) (Order approving amendments 
to NYSE Rule 98 governing designated market makers to move to a 
principles-based approach to prohibit the misuse of material 
nonpublic information) (``NYSE Approval Order'').
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C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    Written comments were neither solicited nor 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 after the date of the filing, or such 
shorter time as the Commission may designate, it has become effective 
pursuant to 19(b)(3)(A) of the Act \17\ and Rule 19b-4(f)(6) \18\ 
thereunder.
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    \17\ 15 U.S.C. 78s(b)(3)(A).
    \18\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6) 
requires a self-regulatory organization to give the Commission 
written notice of its intent to file 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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    At any time within 60 days of the filing of the proposed rule 
change, the Commission summarily may temporarily suspend such rule 
change if it appears to the Commission that such action is necessary or 
appropriate in the public interest, for the protection of investors, or 
otherwise in furtherance of the purposes of the Act. If the Commission 
takes such action, the Commission shall institute proceedings to 
determine whether the proposed rule should be approved or disapproved.

IV. Solicitation of Comments

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

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number SR-MIAX-2015-63 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-MIAX-2015-63. This file

[[Page 71887]]

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 20549-1090, 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-MIAX-2015-63 and 
should be submitted on or before December 8, 2015.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\19\
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    \19\ 17 CFR 200.30-3(a)(12).
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Robert W. Errett,
Deputy Secretary.
[FR Doc. 2015-29218 Filed 11-16-15; 8:45 am]
 BILLING CODE 8011-01-P