Self-Regulatory Organizations; NASDAQ OMX PHLX LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Relating to Qualified Contingent Cross Orders, 78712-78716 [2011-32406]

Download as PDF 78712 Federal Register / Vol. 76, No. 243 / Monday, December 19, 2011 / Notices the Exchange is proposing to equalize the incentives provided to Floor Brokers and members entering electronic orders by offering a rebate on both electronic QCC Orders and Floor QCC Orders.12 Finally, in light of offering Floor Brokers a rebate on Floor QCC Orders, the Exchange no longer desires to incentivize Floor Brokers with the Subsidy. The Exchange believes that eliminating the Subsidy is equitable and not unfairly discriminatory for various reasons. First, the Exchange will not offer the Subsidy to any Floor Broker. Second, members executing orders electronically are not being offered the Subsidy today, so eliminating the Subsidy will further equalize Floor Brokers and members entering electronic orders. Finally, unlike the Subsidy which is based on monthly volume, there is no volume requirement to obtain a rebate on either an electronic QCC Order or a Floor QCC Order. The rebate is paid on each contract for electronic QCC Orders and Floor QCC Orders. Therefore, all Floor Brokers are in an equal position to qualify for the rebate. 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. 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. emcdonald on DSK5VPTVN1PROD with NOTICES III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action The foregoing rule change has become effective pursuant to Section 19(b)(3)(A)(ii) of the Act.13 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 12 The Exchange recently determined to offer a rebate to Floor Brokers for Floor QCC Orders as of December 1, 2011. See SR–Phlx–2011–169 [sic]. 13 15 U.S.C. 78s(b)(3)(A)(ii). VerDate Mar<15>2010 19:31 Dec 16, 2011 Jkt 226001 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: For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.14 Kevin M. O’Neill, Deputy Secretary. [FR Doc. 2011–32409 Filed 12–16–11; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION Electronic Comments • Use the Commission’s Internet comment form (http://www.sec.gov/ rules/sro.shtml); or • Send an email to rulecomments@sec.gov. Please include File Number SR–Phlx–2011–168 on the subject line. [Release No. 34–65945; File No. SR–Phlx– 2011–171] Self-Regulatory Organizations; NASDAQ OMX PHLX LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Relating to Qualified Contingent Cross Orders Paper Comments Send paper comments in triplicate to Elizabeth M. Murphy, Secretary, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549–1090. All submissions should refer to File Number SR–Phlx–2011–168. 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 a.m. and 3 p.m. Copies of such filing also will be available for inspection and copying at the principal office of the Exchange. All comments received will be posted without change; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR–Phlx– 2011–168 and should be submitted on or before January 9, 2012. December 13, 2011. 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 December 1, 2011, NASDAQ OMX PHLX LLC (‘‘Phlx’’ or ‘‘Exchange’’) filed with the Securities and Exchange Commission (‘‘SEC’’ or ‘‘Commission’’) the 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. I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes to amend its Fee Schedule to increase a rebate and adopt a rebate related to Qualified Contingent Cross orders (‘‘QCC Orders’’). The text of the proposed rule change is available on the Exchange’s Web site at http://nasdaqtrader.com/ micro.aspx?id=PHLXfilings, at the principal office of the Exchange, on the Commission’s Web site at http:// www.sec.gov, 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 1 15 14 17 PO 00000 CFR 200.30–3(a)(12). Frm 00103 Fmt 4703 Sfmt 4703 2 17 E:\FR\FM\19DEN1.SGM U.S.C. 78s(b)(1). CFR 240.19b–4. 19DEN1 Federal Register / Vol. 76, No. 243 / Monday, December 19, 2011 / Notices 1. Purpose The purpose of the proposed rule change is to amend and adopt rebates applicable to both electronic QCC Orders (‘‘eQCC’’) 3 and Floor QCC Orders.4 The Exchange believes that paying rebates for QCC Orders will incentivize market participants to execute QCC Orders on the Exchange in Multiply Listed Securities.5 There are currently several categories of market participants: Customers, Directed Participants,6 Specialists,7 Registered Options Traders,8 SQTs,9 RSQTs,10 Broker-Dealers, Firms and Professionals.11 The Exchange proposes to amend the rebate applicable to eQCC Orders and adopt a rebate for Floor QCC Orders, for the above categories of market participants, applicable to both Sections I 12 and II 13 of the Fee Schedule. Currently, the Exchange pays a rebate of $0.05 per contract for all executed eQCC Orders. Today, the Exchange does not pay a rebate for Floor QCC Orders. The Exchange proposes to pay a rebate of $0.07 per contract for all executed eQCC Orders and Floor QCC Orders with some exceptions.14 The Exchange will not offer a rebate on eQCC Orders or Floor QCC Orders where the transaction is either: (i) Customer-to-Customer; or (ii) a dividend,15 merger 16 or short stock interest strategy 17 and execution subject to the Reversal and Conversion Cap.18 3 A QCC Order is comprised of an order to buy or sell at least 1000 contracts that is identified as being part of a qualified contingent trade, as that term is defined in Rule 1080(o)(3), coupled with a contra-side order to buy or sell an equal number of contracts. The QCC Order must be executed at a price at or between the National Best Bid and Offer and be rejected if a Customer order is resting on the Exchange book at the same price. A QCC Order shall only be submitted electronically from off the floor to the PHLX XL II System. See Rule 1080(o). See also Securities Exchange Act Release No. 64249 (April 7, 2011), 76 FR 20773 (April 13, 2011) (SR– Phlx–2011–47) (a rule change to establish a QCC Order to facilitate the execution of stock/option Qualified Contingent Trades (‘‘QCTs’’) that satisfy the requirements of the trade through exemption in connection with Rule 611(d) of the Regulation NMS). 4 A Floor QCC Order must: (i) Be for at least 1,000 contracts, (ii) meet the six requirements of Rule 1080(o)(3) which are modeled on the QCT Exemption, (iii) be executed at a price at or between the National Best Bid and Offer (‘‘NBBO’’); and (iv) be rejected if a Customer order is resting on the Exchange book at the same price. In order to satisfy the 1,000-contract requirement, a Floor QCC Order must be for 1,000 contracts and could not be, for example, two 500-contract orders or two 500contract legs. See Rule 1064(e). See also Securities Exchange Act Release No. 64688 (June 16, 2011) (SR–Phlx–2011–56). 5 Multiply Listed Securities include those symbols which are subject to rebates and fees in Section I, Rebates and Fees For Adding and Removing Liquidity in Select Symbols, and Section II, Equity Options Fees. 6 A Directed Participant is a Specialist, SQT, or RSQT that executes a customer order that is directed to them by an Order Flow Provider and is executed electronically on PHLX XL II. 7 A Specialist is an Exchange member who is registered as an options specialist pursuant to Rule 1020(a). 8 A Registered Options Trader (‘‘ROT’’) includes a Streaming Quote Trader (‘‘SQT’’), a Remote Streaming Quote Trader (‘‘RSQT’’) and a Non-SQT ROT, which by definition is neither a SQT nor a RSQT. A ROT is defined in Exchange Rule 1014(b) as a regular member or a foreign currency options participant of the Exchange located on the trading floor who has received permission from the Exchange to trade in options for his own account. See Exchange Rule 1014(b)(i) and (ii). 9 An SQT is defined in Exchange Rule 1014(b)(ii)(A) as an ROT who has received permission from the Exchange to generate and submit option quotations electronically in options to which such SQT is assigned. 10 An RSQT is defined Exchange Rule in 1014(b)(ii)(B) as an ROT that is a member or member organization with no physical trading floor presence who has received permission from the Exchange to generate and submit option quotations electronically in options to which such RSQT has been assigned. An RSQT may only submit such quotations electronically from off the floor of the Exchange. 11 The Exchange defines a ‘‘professional’’ as any person or entity that (i) is not a broker or dealer in securities, and (ii) places more than 390 orders in listed options per day on average during a calendar month for its own beneficial account(s) (hereinafter ‘‘Professional’’). 12 Section I of the Fee Schedule is entitled ‘‘Rebates and Fees for Adding and Removing Liquidity in Select Symbols.’’ The Section I fees and rebates are applicable to certain select symbols which are defined in that section. 13 Section II of the Fee Schedule is entitled ‘‘Equity Options Fees.’’ Section II includes options overlying equities, ETFs, ETNs, indexes and HOLDRS which are Multiply Listed. 14 QCC Transaction Fees for a Specialist, ROT, SQT, RSQT, Professional, Firm and Broker-Dealer are $0.20 per contract. QCC Transaction Fees apply to QCC Orders, as defined in Exchange Rule 1080(o), and Floor QCC Orders, as defined in 1064(e). 15 A dividend strategy is defined as transactions done to achieve a dividend arbitrage involving the purchase, sale and exercise of in-the-money options of the same class, executed the first business day prior to the date on which the underlying stock goes ex-dividend. See Section II of the Fee Schedule. 16 A merger strategy is defined as transactions done to achieve a merger arbitrage involving the purchase, sale and exercise of options of the same class and expiration date, executed the first business day prior to the date on which shareholders of record are required to elect their respective form of consideration, i.e., cash or stock. See Section II of the Fee Schedule. 17 A short stock interest strategy is defined as transactions done to achieve a short stock interest arbitrage involving the purchase, sale and exercise of in-the-money options of the same class. See Section II of the Fee Schedule. 18 Specialists, ROTs, SQTs and RSQTs, Professionals, Firms and Broker-Dealers options transaction fees in Multiply Listed Options are capped at $500 per day for reversal and conversion forth in sections A, B, and C below, of the most significant aspects of such statements. emcdonald on DSK5VPTVN1PROD with NOTICES A. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change VerDate Mar<15>2010 19:31 Dec 16, 2011 Jkt 226001 PO 00000 Frm 00104 Fmt 4703 Sfmt 4703 78713 The Exchange believes that offering a rebate of $0.07 per contract will encourage members to submit a greater numbers of QCC Orders in Multiply Listed Securities. The Exchange is also concurrently eliminating the Options Floor Broker Subsidy (‘‘Subsidy’’) effective December 1, 2011.19 Today, Floor Brokers are able to include Customer-to-Customer executions in the eligible contract computations of monthly volume. Floor Brokers are not able to include either the Firm-to-Customer or Firm-to-Firm executions where the Firm Related Equity Option Cap 20 has been reached for purposes of computing monthly volume. The dividend, merger, short stock interest strategies and executions subject to the Reversal and Conversion Cap are not eligible for the computations. Firm facilitation transactions are not included in the eligible computations for the Subsidy. By way of comparison, the Exchange will offer a QCC Rebate on Firm-toCustomer and Firm-to Firm transactions whereas today, with the Subsidy, Firmto-Customer and Firm-to Firm transactions are not eligible for the monthly volume computations once the Firm Related Equity Option Cap is reached. Therefore, there is an opportunity to earn greater rebates on QCC Orders because these transaction types will get rebates. The Firm facilitation transactions are not included in the contract computations for the Subsidy. Firm facilitation is not applicable to a QCC Order.21 With respect to the rebate for Floor QCC Orders, the Exchange proposes to offer the rebate to floor brokers. Floor QCC Orders are orders that are electronically entered by a Floor strategies executed on the same trading day in the same options class. 19 See SR–Phlx–2011–168. 20 The Exchange recently changed the name of the Firm Related Equity Option Cap to the Monthly Firm Fee Cap. See Securities Exchange Act Release No. 65888 (December 5, 2011) (SR–Phlx–2011–160). The Monthly Firm Fee Cap is currently $75,000. Firm equity option transaction charges, in the aggregate, for one billing month will not exceed the Monthly Firm Fee Cap per member organization when such members are trading in their own proprietary account. The Firm equity options transaction charges will be waived for members executing facilitation orders pursuant to Exchange Rule 1064 when such members are trading in their own proprietary account. Firms that (i) are on the contra-side of an electronically-delivered and executed Customer complex order; and (ii) have reached the Monthly Firm Fee Cap will be assessed a $0.05 per contract fee. See Securities Exchange Act Release No. 63780 (January 26, 2011), 76 FR 5846 (February 2, 2011) (SR–Phlx–2011–07). 21 See Exchange Rule 1064(b). A facilitation order is a separate order type from a QCC Order. E:\FR\FM\19DEN1.SGM 19DEN1 78714 Federal Register / Vol. 76, No. 243 / Monday, December 19, 2011 / Notices emcdonald on DSK5VPTVN1PROD with NOTICES Broker 22 on the floor of the Exchange using the Floor Broker Management System (‘‘FBMS’’).23 Currently, QCC Transaction Fees apply to Sections I and II of the Fee Schedule and are subject to the Firm Related Equity Option Cap and the Monthly Cap.24 A Service Fee of $0.05 per side is currently assessed for a Firm that has reached the Firm Related Equity Option Cap. The Service Fee is not assessed to a Firm that does not reach the Firm Related Equity Option Cap in a particular calendar month. The Exchange proposes to increase the Service Fee from $0.05 per contract side to $0.07 per contract side to recoup costs incurred by the Exchange to offer this capability including payment of rebates to encourage market participants to utilize this service. The Exchange also proposes to adopt a Service Fee of $0.07 per contract side for all eQCC Orders and Floor QCC Orders once the ROT or Specialist has reached the Monthly Cap to also recoup costs incurred by the Exchange to offer this capability including payment of rebates to encourage market participants to utilize this service. This $0.07 per side Service Fee will apply to every contract side of an eQCC Order and Floor QCC Order that is executed once a ROT or Specialist has reached the Monthly Cap in a particular calendar month. A ROT or Specialist that does not reach the Monthly Cap in a particular calendar month will not be assessed the Service Fee in that month. The Exchange proposes to add text to Section II of the Fee Schedule to describe the Service Fee. The Exchange also proposes to amend Section I of the Fee Schedule to include a reference to the proposed rebate. 22 Floor QCC Orders must include data reflecting the number of shares of stock sold/purchased in the stock leg of the QCT trade. Floor QCC Orders lacking this data will be rejected by the Exchange system. 23 Once entered into the FBMS by a Floor Broker, the execution will be executed electronically. Only Floor Brokers will be permitted to enter Floor QCC Orders. See Exchange Rule 1064. Exchange Rule 1064(e)(2) prohibits Options Floor Brokers from entering Floor QCC Orders for their own accounts, the account of an associated person, or an account with respect to which it or an associated person thereof exercises investment discretion. 24 ROTs and Specialists are currently subject to a Monthly Cap of $550,000. The trading activity of separate ROTs and Specialist member organizations will be aggregated in calculating the Monthly Cap if there is at least 75% common ownership between the member organizations. In addition, ROTs and Specialists that (i) are on the contra-side of an electronically-delivered and executed Customer complex order; and (ii) have reached the Monthly Cap will be assessed a $0.05 per contract fee. See Securities Exchange Act Release No. 64113 (March 23, 2011), 76 FR 17468 (March 29, 2011) (SR–Phlx– 2011–36). VerDate Mar<15>2010 19:31 Dec 16, 2011 Jkt 226001 2. Statutory Basis The Exchange believes that its proposal to amend its Fee Schedule is consistent with Section 6(b) of the Act 25 in general, and furthers the objectives of Section 6(b)(4) of the Act 26 in particular, in that it is an equitable allocation of reasonable fees and other charges among Exchange members. The Exchange also believes that there is an equitable allocation of reasonable rebates among Exchange members. The Exchange believes that it is reasonable to incentivize members to transact both eQCC Orders and Floor QCC Orders in Multiply Listed securities 27 by paying a $0.07 per contract rebate to all members entering such orders. The Exchange believes that paying a rebate of $0.07 will sufficiently incentivize its members to send both eQCC Orders and Floor QCC Orders to the Exchange. Furthermore, the $0.07 rebate is within the range of rebates paid by other exchanges and balances the Exchange’s desire to incentivize its members to send order flow to the Exchange while considering the costs attributable to offering such rebates. The Exchange also believes that the $0.07 rebate is reasonable because every QCC Order is entitled to the rebate and therefore all members are equally eligible to receive the rebate without limitation. The Exchange believes that it is reasonable to offer the rebate for Floor QCC Orders to the Floor Broker. The Floor Broker is in receipt of the Floor QCC Orders and enters those orders into FBMS. The Exchange believes it is necessary from a competitive standpoint to offer this rebate to the executing Floor Broker on a Floor QCC order. The Exchange expects that the rebate offered to executing Floor Brokers will allow them to price their services at a level that will enable them to attract Floor QCC order flow from participants who would otherwise enter these orders electronically from off the floor to the PHLX XL II System. To the extent that Floor Brokers are able to attract these Floor QCC orders, they will gain important information that will allow them to solicit the parties to the Floor QCC orders for participation in other trades, which will in turn benefit all other Exchange participants through the additional liquidity and price discovery 25 15 U.S.C. 78f(b). U.S.C. 78f(b)(4). 27 The rebate does not apply to Singly Listed Securities. For purposes of this filing, a Singly Listed Option means an option that is only listed on the Exchange and is not listed by any other national securities exchange. See Section III of the Exchange’s Fee Schedule entitled Singly Listed Options. 26 15 PO 00000 Frm 00105 Fmt 4703 Sfmt 4703 that may occur as a result. The proposed rebate is similar to a rebate on the NYSE Arca, Inc. (‘‘NYSE Arca’’).28 The Exchange believes it is reasonable to not offer a rebate for eQCC Orders and Floor QCC Orders for Customer-toCustomer executions because members executing Customer orders are not assessed a QCC Transaction Fee 29 and therefore do not need to be incentivized to send QCC Orders to the Exchange. Likewise, the Exchange believes that it is reasonable to not offer a rebate for dividend, merger and short stock interest strategies and executions subject to the Reversal and Conversion Cap because the Exchange already provides a cap today on the transaction fees associated with these strategies and therefore does not believe an additional incentive is required. The Exchange believes that it is equitable and not unfairly discriminatory to pay a $0.07 rebate for executed eQCC Orders to the executing member because all market participants are uniformly eligible for the proposed rebate. Additionally, the proposed rebate is within the range of tiered rebates offered by the International Securities Exchange, LLC (‘‘ISE’’).30 The Exchange believes that it is equitable and not unfairly discriminatory to pay the rebate for Floor QCC Orders to Floor Brokers because it would uniformly apply to all Floor QCC orders entered by a Floor Broker into FBMS for execution. The rebate is not unfairly discriminatory to firms that enter eQCC Orders directly into PHLX XL II, because the transaction fees and rebates are the same whether the order is entered electronically or through a Floor Broker. In addition, pursuant to Exchange Rule 1080(o)(3), only Floor Brokers may enter a Floor QCC order from the floor of the Exchange; therefore, providing the rebate to Floor Brokers does not discriminate against eQCC orders 28 See NYSE Arca’s Fee Schedule. NYSE Arca pays a $0.10 per contract rebate for executed QCC orders entered by a Floor Broker. 29 Specialists, ROTs, SQTs, RSQTs, Professionals, Firms and Broker-Dealers are assessed a QCC Transaction Fee of $0.20 per contract. 30 See ISE’s Schedule of Fees. ISE pays members using its qualified contingent cross and/or solicitation order types a rebate according to a table based on the number of originating contract sides. Once a member reaches a certain volume threshold in qualified contingent cross and/or solicitation orders during the month, ISE pays a rebate to that member entering a qualifying order for all qualified contingent cross and/or solicitation traded contracts for that month. For example, for 0–1,999,999 originating contract sides ISE pays no rebate; for 2,000,000 to 3,499,999 originating contract sides ISE pays $0.03 per contract; for 3,500,000 to 3,999,999 originating contract sides ISE pays $0.05 per contract; and for 4,000,000 or more originating contract sides ISE pays $0.07 per contract. E:\FR\FM\19DEN1.SGM 19DEN1 emcdonald on DSK5VPTVN1PROD with NOTICES Federal Register / Vol. 76, No. 243 / Monday, December 19, 2011 / Notices entered into PHLX XL II. Any participant will be able to engage a rebate-receiving Floor Broker in a discussion surrounding the appropriate level of fees that they may be charged for entrusting the entry of the Floor QCC Order to the Floor Broker into FBMS for execution. The additional order flow attracted by this rebate should benefit all participants. The rebate is meant to assist Floor Brokers to recruit business on an agency basis. The Floor Broker may use all or part of the rebate to offset its fees. The Exchange believes it is equitable and not unfairly discriminatory to not offer a rebate for eQCC Orders and Floor QCC Orders for Customer-to-Customer executions and for dividend, merger and short stock interest strategies and executions subject to the Reversal and Conversion Cap because the Exchange would not offer a rebate for these two types of transactions for any QCC Order uniformly. Neither Customer-toCustomer executions nor dividend, merger and short stock interest strategies and executions subject to the Reversal and Conversion Cap will receive the rebate. Customers are not assessed a QCC Transaction Fee. Also, as previously mentioned herein, with respect to the Subsidy, the dividend, merger and short stock interest strategies and executions subject to the Reversal and Conversion Cap are not eligible for the Subsidy today, and are excluded form [sic] the rebate. The transaction fees which are associated with these strategies are capped today. The Exchange therefore does not believe an additional incentive is required. The Exchange believes that the increased Service Fee for Firms and the proposed Service Fee for ROTs and Specialists are reasonable because today Firms, ROTs and Specialists have the ability to cap transaction fees on Multiply-Listed Securities. Notwithstanding the addition of Service Fees, Firms, ROTs and Specialists should generally pay less once they reach the applicable caps because they will not pay the normally applicable transaction fees. These Service Fees will reduce the discrepancy that exists today between Firms, ROTs, Specialists and other market participants where those participants benefit from a cap. For example, Firms, ROTs or Specialists that reach the Firm Related Equity Option Cap or Monthly Cap in a particular month will pay the Service Fee instead of other normally applicable transaction fees as a result of reaching the applicable cap. As stated in the filing, the Service Fees do not apply to Firms, ROTs and Specialists that do not reach the applicable cap. Also, the VerDate Mar<15>2010 19:31 Dec 16, 2011 Jkt 226001 Exchange believes that the Service Fees are reasonable because the fees will allow the Exchange to defray costs incurred in providing the qualified contingent cross capability and rebates to incentivize trading. Specifically, the Exchange is providing trade matching and processing, post trade allocation, submission for clearing and customer service activities related to trading activity on the Exchange while also incentivizing market participants to transited QCC Orders at the Exchange. The Exchange also believes that the Service Fees are reasonable because they are comparable to a fee assessed by the ISE.31 The Exchange believes that the proposed Service Fees are equitable and not unfairly discriminatory because these fees will be uniformly applied to Firms, ROTs and Specialists in the same way that the Firm Related Equity Option Cap and Monthly Cap are uniformly available to Firms, ROTs and Specialists. The Exchange currently assesses a Service Fee of $0.05 per contract side for eQCC Orders and Floor QCC Orders once a Firm reaches the Firm Related Equity Option Cap in order to recoup fees. The Exchange operates in a highly competitive market comprised of nine U.S. options exchanges in which sophisticated and knowledgeable market participants readily can, and do, send order flow to competing exchanges if they deem fee levels at a particular exchange to be excessive. The Exchange believes that the proposed rebate for eQCC Orders and Floor QCC Orders must be competitive with rebates offered and fees assessed at other options exchanges. The Exchange believes that this competitive marketplace impacts the rebates and fees present on the Exchange today and influences the proposals set forth above. 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. 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. 31 ISE assesses a $0.05 per side service fee for qualified contingent cross volume once a member reaches the monthly fee cap. See ISE’s Schedule of Fees. PO 00000 Frm 00106 Fmt 4703 Sfmt 4703 78715 III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action The foregoing rule change has become effective pursuant to Section 19(b)(3)(A)(ii) of the Act.32 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 rulecomments@sec.gov. Please include File Number SR–Phlx–2011–171 on the subject line. Paper Comments • Send paper comments in triplicate to Elizabeth M. Murphy, Secretary, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549–1090. All submissions should refer to File Number SR–Phlx–2011–171. 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 32 15 E:\FR\FM\19DEN1.SGM U.S.C. 78s(b)(3)(A)(ii). 19DEN1 78716 Federal Register / Vol. 76, No. 243 / Monday, December 19, 2011 / Notices printing in the Commission’s Public Reference Room, 100 F Street NE., Washington, DC 20549, on official business days between the hours of 10 a.m. and 3 p.m. Copies of such filing also will be available for inspection and copying at the principal office of the Exchange. All comments received will be posted without change; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR–Phlx– 2011–171 and should be submitted on or before January 9, 2012. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.33 Kevin M. O’Neill, Deputy Secretary. [FR Doc. 2011–32406 Filed 12–16–11; 8:45 am] BILLING CODE 8011–01–P DEPARTMENT OF STATE [Public Notice: 7733] Culturally Significant Objects Imported for Exhibition Determinations: ‘‘Hilda With Bluebells’’ Notice is hereby given of the following determinations: Pursuant to the authority vested in me by the Act of October 19, 1965 (79 Stat. 985; 22 U.S.C. 2459), Executive Order 12047 of March 27, 1978, the Foreign Affairs Reform and Restructuring Act of 1998 (112 Stat. 2681, et seq.; 22 U.S.C. 6501 note, et seq.), Delegation of Authority No. 234 of October 1, 1999, Delegation of Authority No. 236–3 of August 28, 2000 (and, as appropriate, Delegation of Authority No. 257 of April 15, 2003), I hereby determine that the object to be included in the exhibition ‘‘Hilda with Bluebells,’’ imported from abroad for temporary exhibition within the United States, is of cultural significance. The object is imported pursuant to a loan agreement with the foreign owner or custodian. I also determine that the exhibition or display of the exhibit object at The Metropolitan Museum of Art, New York, NY, from on or about January 10, 2012, until on or about January 10, 2014, and at possible additional exhibitions or venues yet to be determined, is in the national interest. I have ordered that Public Notice of these Determinations be published in the Federal Register. FOR FURTHER INFORMATION CONTACT: For further information, including an art emcdonald on DSK5VPTVN1PROD with NOTICES SUMMARY: 33 17 object list, contact Julie Simpson, Attorney-Adviser, Office of the Legal Adviser, U.S. Department of State (telephone: (202) 632–6467). The mailing address is U.S. Department of State, SA–5, L/PD, Fifth Floor (Suite 5H03), Washington, DC 20522–0505. Dated: December 12, 2011. J. Adam Ereli, Principal Deputy Assistant Secretary, Bureau of Educational and Cultural Affairs, Department of State. [FR Doc. 2011–32412 Filed 12–16–11; 8:45 am] BILLING CODE 4710–05–P DEPARTMENT OF STATE [Delegation of Authority 304] Delegation of Duties, Functions, and Responsibilities Vested in the Director General of the Foreign Service and Director of Human Resources By virtue of the authority vested in me as Director General of the Foreign Service and Director of Human Resources, and to the extent authorized by law, I hereby delegate the duties, functions, and authorities vested in me as Director General of the Foreign Service and Human Resources, to my Principal Deputy Steven A. Browning. This delegation does not include the authorities vested in me by Delegation 151 (related to my consultative role in connection with certain disputes between a labor organization and United States Forces), nor does it include any other duties, functions, and responsibilities required by law to be exercised by other authority. Notwithstanding this delegation, the functions and authorities delegated herein may also be exercised by the Secretary, the Deputy Secretary, the Deputy Secretary for Management and Resources, the Under Secretary for Management, and me. This delegation will terminate upon the subsequent appointment of a Director General of the Foreign Service and Director of Human Resources, or sooner if revoked by competent authority. DEPARTMENT OF STATE [Public Notice 7730] In the Matter of the Designation of Jose Antonio Urruticoechea Bengoechea Also Known as Jose Antonio Urrutikoetxea Bengoetxea Also Known as Josu Ternera as a Specially Designated Global Terrorist pursuant to Section 1(b) of Executive Order 13224, as Amended Acting under the authority of and in accordance with section 1(b) of Executive Order 13224 of September 23, 2001, as amended by Executive Order 13268 of July 2, 2002, and Executive Order 13284 of January 23, 2003, I hereby determine that the individual known as Jose Antonio Urruticoechea Bengoechea, also known as Jose Antonio Urrutikoetxea Bengoetxea, also known as Josu Ternera, committed, or poses a significant risk of committing, acts of terrorism that threaten the security of U.S. nationals or the national security, foreign policy, or economy of the United States. Consistent with the determination in section 10 of Executive Order 13224 that ‘‘prior notice to persons determined to be subject to the Order who might have a constitutional presence in the United States would render ineffectual the blocking and other measures authorized in the Order because of the ability to transfer funds instantaneously,’’ I determine that no prior notice needs to be provided to any person subject to this determination who might have a constitutional presence in the United States, because to do so would render ineffectual the measures authorized in the Order. This notice shall be published in the Federal Register. Dated: November 28, 2011. Hillary Rodham Clinton, Secretary of State. [FR Doc. 2011–32414 Filed 12–16–11; 8:45 am] BILLING CODE 4710–10–P Dated: December 9, 2011. Nancy J. Powell, Director General of the Foreign Service and Director of Human Resources. [FR Doc. 2011–32421 Filed 12–16–11; 8:45 am] BILLING CODE 4710–35–P CFR 200.30–3(a)(12). VerDate Mar<15>2010 19:31 Dec 16, 2011 Jkt 226001 PO 00000 Frm 00107 Fmt 4703 Sfmt 9990 E:\FR\FM\19DEN1.SGM 19DEN1

Agencies

[Federal Register Volume 76, Number 243 (Monday, December 19, 2011)]
[Notices]
[Pages 78712-78716]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2011-32406]


-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-65945; File No. SR-Phlx-2011-171]


Self-Regulatory Organizations; NASDAQ OMX PHLX LLC; Notice of 
Filing and Immediate Effectiveness of Proposed Rule Change Relating to 
Qualified Contingent Cross Orders

December 13, 2011.
    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 December 1, 2011, NASDAQ OMX PHLX LLC (``Phlx'' or ``Exchange'') 
filed with the Securities and Exchange Commission (``SEC'' or 
``Commission'') the 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.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------

I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to amend its Fee Schedule to increase a 
rebate and adopt a rebate related to Qualified Contingent Cross orders 
(``QCC Orders'').
    The text of the proposed rule change is available on the Exchange's 
Web site at http://nasdaqtrader.com/micro.aspx?id=PHLXfilings, at the 
principal office of the Exchange, on the Commission's Web site at 
http://www.sec.gov, 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

[[Page 78713]]

forth in sections A, B, and C below, of the most significant aspects of 
such statements.

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

1. Purpose
    The purpose of the proposed rule change is to amend and adopt 
rebates applicable to both electronic QCC Orders (``eQCC'') \3\ and 
Floor QCC Orders.\4\ The Exchange believes that paying rebates for QCC 
Orders will incentivize market participants to execute QCC Orders on 
the Exchange in Multiply Listed Securities.\5\
---------------------------------------------------------------------------

    \3\ A QCC Order is comprised of an order to buy or sell at least 
1000 contracts that is identified as being part of a qualified 
contingent trade, as that term is defined in Rule 1080(o)(3), 
coupled with a contra-side order to buy or sell an equal number of 
contracts. The QCC Order must be executed at a price at or between 
the National Best Bid and Offer and be rejected if a Customer order 
is resting on the Exchange book at the same price. A QCC Order shall 
only be submitted electronically from off the floor to the PHLX XL 
II System. See Rule 1080(o). See also Securities Exchange Act 
Release No. 64249 (April 7, 2011), 76 FR 20773 (April 13, 2011) (SR-
Phlx-2011-47) (a rule change to establish a QCC Order to facilitate 
the execution of stock/option Qualified Contingent Trades (``QCTs'') 
that satisfy the requirements of the trade through exemption in 
connection with Rule 611(d) of the Regulation NMS).
    \4\ A Floor QCC Order must: (i) Be for at least 1,000 contracts, 
(ii) meet the six requirements of Rule 1080(o)(3) which are modeled 
on the QCT Exemption, (iii) be executed at a price at or between the 
National Best Bid and Offer (``NBBO''); and (iv) be rejected if a 
Customer order is resting on the Exchange book at the same price. In 
order to satisfy the 1,000-contract requirement, a Floor QCC Order 
must be for 1,000 contracts and could not be, for example, two 500-
contract orders or two 500-contract legs. See Rule 1064(e). See also 
Securities Exchange Act Release No. 64688 (June 16, 2011) (SR-Phlx-
2011-56).
    \5\ Multiply Listed Securities include those symbols which are 
subject to rebates and fees in Section I, Rebates and Fees For 
Adding and Removing Liquidity in Select Symbols, and Section II, 
Equity Options Fees.
---------------------------------------------------------------------------

    There are currently several categories of market participants: 
Customers, Directed Participants,\6\ Specialists,\7\ Registered Options 
Traders,\8\ SQTs,\9\ RSQTs,\10\ Broker-Dealers, Firms and 
Professionals.\11\ The Exchange proposes to amend the rebate applicable 
to eQCC Orders and adopt a rebate for Floor QCC Orders, for the above 
categories of market participants, applicable to both Sections I \12\ 
and II \13\ of the Fee Schedule. Currently, the Exchange pays a rebate 
of $0.05 per contract for all executed eQCC Orders. Today, the Exchange 
does not pay a rebate for Floor QCC Orders. The Exchange proposes to 
pay a rebate of $0.07 per contract for all executed eQCC Orders and 
Floor QCC Orders with some exceptions.\14\ The Exchange will not offer 
a rebate on eQCC Orders or Floor QCC Orders where the transaction is 
either: (i) Customer-to-Customer; or (ii) a dividend,\15\ merger \16\ 
or short stock interest strategy \17\ and execution subject to the 
Reversal and Conversion Cap.\18\ The Exchange believes that offering a 
rebate of $0.07 per contract will encourage members to submit a greater 
numbers of QCC Orders in Multiply Listed Securities.
---------------------------------------------------------------------------

    \6\ A Directed Participant is a Specialist, SQT, or RSQT that 
executes a customer order that is directed to them by an Order Flow 
Provider and is executed electronically on PHLX XL II.
    \7\ A Specialist is an Exchange member who is registered as an 
options specialist pursuant to Rule 1020(a).
    \8\ A Registered Options Trader (``ROT'') includes a Streaming 
Quote Trader (``SQT''), a Remote Streaming Quote Trader (``RSQT'') 
and a Non-SQT ROT, which by definition is neither a SQT nor a RSQT. 
A ROT is defined in Exchange Rule 1014(b) as a regular member or a 
foreign currency options participant of the Exchange located on the 
trading floor who has received permission from the Exchange to trade 
in options for his own account. See Exchange Rule 1014(b)(i) and 
(ii).
    \9\ An SQT is defined in Exchange Rule 1014(b)(ii)(A) as an ROT 
who has received permission from the Exchange to generate and submit 
option quotations electronically in options to which such SQT is 
assigned.
    \10\ An RSQT is defined Exchange Rule in 1014(b)(ii)(B) as an 
ROT that is a member or member organization with no physical trading 
floor presence who has received permission from the Exchange to 
generate and submit option quotations electronically in options to 
which such RSQT has been assigned. An RSQT may only submit such 
quotations electronically from off the floor of the Exchange.
    \11\ The Exchange defines a ``professional'' as any person or 
entity that (i) is not a broker or dealer in securities, and (ii) 
places more than 390 orders in listed options per day on average 
during a calendar month for its own beneficial account(s) 
(hereinafter ``Professional'').
    \12\ Section I of the Fee Schedule is entitled ``Rebates and 
Fees for Adding and Removing Liquidity in Select Symbols.'' The 
Section I fees and rebates are applicable to certain select symbols 
which are defined in that section.
    \13\ Section II of the Fee Schedule is entitled ``Equity Options 
Fees.'' Section II includes options overlying equities, ETFs, ETNs, 
indexes and HOLDRS which are Multiply Listed.
    \14\ QCC Transaction Fees for a Specialist, ROT, SQT, RSQT, 
Professional, Firm and Broker-Dealer are $0.20 per contract. QCC 
Transaction Fees apply to QCC Orders, as defined in Exchange Rule 
1080(o), and Floor QCC Orders, as defined in 1064(e).
    \15\ A dividend strategy is defined as transactions done to 
achieve a dividend arbitrage involving the purchase, sale and 
exercise of in-the-money options of the same class, executed the 
first business day prior to the date on which the underlying stock 
goes ex-dividend. See Section II of the Fee Schedule.
    \16\ A merger strategy is defined as transactions done to 
achieve a merger arbitrage involving the purchase, sale and exercise 
of options of the same class and expiration date, executed the first 
business day prior to the date on which shareholders of record are 
required to elect their respective form of consideration, i.e., cash 
or stock. See Section II of the Fee Schedule.
    \17\ A short stock interest strategy is defined as transactions 
done to achieve a short stock interest arbitrage involving the 
purchase, sale and exercise of in-the-money options of the same 
class. See Section II of the Fee Schedule.
    \18\ Specialists, ROTs, SQTs and RSQTs, Professionals, Firms and 
Broker-Dealers options transaction fees in Multiply Listed Options 
are capped at $500 per day for reversal and conversion strategies 
executed on the same trading day in the same options class.
---------------------------------------------------------------------------

    The Exchange is also concurrently eliminating the Options Floor 
Broker Subsidy (``Subsidy'') effective December 1, 2011.\19\ Today, 
Floor Brokers are able to include Customer-to-Customer executions in 
the eligible contract computations of monthly volume. Floor Brokers are 
not able to include either the Firm-to-Customer or Firm-to-Firm 
executions where the Firm Related Equity Option Cap \20\ has been 
reached for purposes of computing monthly volume. The dividend, merger, 
short stock interest strategies and executions subject to the Reversal 
and Conversion Cap are not eligible for the computations. Firm 
facilitation transactions are not included in the eligible computations 
for the Subsidy. By way of comparison, the Exchange will offer a QCC 
Rebate on Firm-to-Customer and Firm-to Firm transactions whereas today, 
with the Subsidy, Firm-to-Customer and Firm-to Firm transactions are 
not eligible for the monthly volume computations once the Firm Related 
Equity Option Cap is reached. Therefore, there is an opportunity to 
earn greater rebates on QCC Orders because these transaction types will 
get rebates. The Firm facilitation transactions are not included in the 
contract computations for the Subsidy. Firm facilitation is not 
applicable to a QCC Order.\21\
---------------------------------------------------------------------------

    \19\ See SR-Phlx-2011-168.
    \20\ The Exchange recently changed the name of the Firm Related 
Equity Option Cap to the Monthly Firm Fee Cap. See Securities 
Exchange Act Release No. 65888 (December 5, 2011) (SR-Phlx-2011-
160). The Monthly Firm Fee Cap is currently $75,000. Firm equity 
option transaction charges, in the aggregate, for one billing month 
will not exceed the Monthly Firm Fee Cap per member organization 
when such members are trading in their own proprietary account. The 
Firm equity options transaction charges will be waived for members 
executing facilitation orders pursuant to Exchange Rule 1064 when 
such members are trading in their own proprietary account. Firms 
that (i) are on the contra-side of an electronically-delivered and 
executed Customer complex order; and (ii) have reached the Monthly 
Firm Fee Cap will be assessed a $0.05 per contract fee. See 
Securities Exchange Act Release No. 63780 (January 26, 2011), 76 FR 
5846 (February 2, 2011) (SR-Phlx-2011-07).
    \21\ See Exchange Rule 1064(b). A facilitation order is a 
separate order type from a QCC Order.
---------------------------------------------------------------------------

    With respect to the rebate for Floor QCC Orders, the Exchange 
proposes to offer the rebate to floor brokers. Floor QCC Orders are 
orders that are electronically entered by a Floor

[[Page 78714]]

Broker \22\ on the floor of the Exchange using the Floor Broker 
Management System (``FBMS'').\23\
---------------------------------------------------------------------------

    \22\ Floor QCC Orders must include data reflecting the number of 
shares of stock sold/purchased in the stock leg of the QCT trade. 
Floor QCC Orders lacking this data will be rejected by the Exchange 
system.
    \23\ Once entered into the FBMS by a Floor Broker, the execution 
will be executed electronically. Only Floor Brokers will be 
permitted to enter Floor QCC Orders. See Exchange Rule 1064. 
Exchange Rule 1064(e)(2) prohibits Options Floor Brokers from 
entering Floor QCC Orders for their own accounts, the account of an 
associated person, or an account with respect to which it or an 
associated person thereof exercises investment discretion.
---------------------------------------------------------------------------

    Currently, QCC Transaction Fees apply to Sections I and II of the 
Fee Schedule and are subject to the Firm Related Equity Option Cap and 
the Monthly Cap.\24\ A Service Fee of $0.05 per side is currently 
assessed for a Firm that has reached the Firm Related Equity Option 
Cap. The Service Fee is not assessed to a Firm that does not reach the 
Firm Related Equity Option Cap in a particular calendar month. The 
Exchange proposes to increase the Service Fee from $0.05 per contract 
side to $0.07 per contract side to recoup costs incurred by the 
Exchange to offer this capability including payment of rebates to 
encourage market participants to utilize this service. The Exchange 
also proposes to adopt a Service Fee of $0.07 per contract side for all 
eQCC Orders and Floor QCC Orders once the ROT or Specialist has reached 
the Monthly Cap to also recoup costs incurred by the Exchange to offer 
this capability including payment of rebates to encourage market 
participants to utilize this service. This $0.07 per side Service Fee 
will apply to every contract side of an eQCC Order and Floor QCC Order 
that is executed once a ROT or Specialist has reached the Monthly Cap 
in a particular calendar month. A ROT or Specialist that does not reach 
the Monthly Cap in a particular calendar month will not be assessed the 
Service Fee in that month.
---------------------------------------------------------------------------

    \24\ ROTs and Specialists are currently subject to a Monthly Cap 
of $550,000. The trading activity of separate ROTs and Specialist 
member organizations will be aggregated in calculating the Monthly 
Cap if there is at least 75% common ownership between the member 
organizations. In addition, ROTs and Specialists that (i) are on the 
contra-side of an electronically-delivered and executed Customer 
complex order; and (ii) have reached the Monthly Cap will be 
assessed a $0.05 per contract fee. See Securities Exchange Act 
Release No. 64113 (March 23, 2011), 76 FR 17468 (March 29, 2011) 
(SR-Phlx-2011-36).
---------------------------------------------------------------------------

    The Exchange proposes to add text to Section II of the Fee Schedule 
to describe the Service Fee. The Exchange also proposes to amend 
Section I of the Fee Schedule to include a reference to the proposed 
rebate.
2. Statutory Basis
    The Exchange believes that its proposal to amend its Fee Schedule 
is consistent with Section 6(b) of the Act \25\ in general, and 
furthers the objectives of Section 6(b)(4) of the Act \26\ in 
particular, in that it is an equitable allocation of reasonable fees 
and other charges among Exchange members. The Exchange also believes 
that there is an equitable allocation of reasonable rebates among 
Exchange members.
---------------------------------------------------------------------------

    \25\ 15 U.S.C. 78f(b).
    \26\ 15 U.S.C. 78f(b)(4).
---------------------------------------------------------------------------

    The Exchange believes that it is reasonable to incentivize members 
to transact both eQCC Orders and Floor QCC Orders in Multiply Listed 
securities \27\ by paying a $0.07 per contract rebate to all members 
entering such orders. The Exchange believes that paying a rebate of 
$0.07 will sufficiently incentivize its members to send both eQCC 
Orders and Floor QCC Orders to the Exchange. Furthermore, the $0.07 
rebate is within the range of rebates paid by other exchanges and 
balances the Exchange's desire to incentivize its members to send order 
flow to the Exchange while considering the costs attributable to 
offering such rebates. The Exchange also believes that the $0.07 rebate 
is reasonable because every QCC Order is entitled to the rebate and 
therefore all members are equally eligible to receive the rebate 
without limitation.
---------------------------------------------------------------------------

    \27\ The rebate does not apply to Singly Listed Securities. For 
purposes of this filing, a Singly Listed Option means an option that 
is only listed on the Exchange and is not listed by any other 
national securities exchange. See Section III of the Exchange's Fee 
Schedule entitled Singly Listed Options.
---------------------------------------------------------------------------

    The Exchange believes that it is reasonable to offer the rebate for 
Floor QCC Orders to the Floor Broker. The Floor Broker is in receipt of 
the Floor QCC Orders and enters those orders into FBMS. The Exchange 
believes it is necessary from a competitive standpoint to offer this 
rebate to the executing Floor Broker on a Floor QCC order. The Exchange 
expects that the rebate offered to executing Floor Brokers will allow 
them to price their services at a level that will enable them to 
attract Floor QCC order flow from participants who would otherwise 
enter these orders electronically from off the floor to the PHLX XL II 
System. To the extent that Floor Brokers are able to attract these 
Floor QCC orders, they will gain important information that will allow 
them to solicit the parties to the Floor QCC orders for participation 
in other trades, which will in turn benefit all other Exchange 
participants through the additional liquidity and price discovery that 
may occur as a result. The proposed rebate is similar to a rebate on 
the NYSE Arca, Inc. (``NYSE Arca'').\28\
---------------------------------------------------------------------------

    \28\ See NYSE Arca's Fee Schedule. NYSE Arca pays a $0.10 per 
contract rebate for executed QCC orders entered by a Floor Broker.
---------------------------------------------------------------------------

    The Exchange believes it is reasonable to not offer a rebate for 
eQCC Orders and Floor QCC Orders for Customer-to-Customer executions 
because members executing Customer orders are not assessed a QCC 
Transaction Fee \29\ and therefore do not need to be incentivized to 
send QCC Orders to the Exchange. Likewise, the Exchange believes that 
it is reasonable to not offer a rebate for dividend, merger and short 
stock interest strategies and executions subject to the Reversal and 
Conversion Cap because the Exchange already provides a cap today on the 
transaction fees associated with these strategies and therefore does 
not believe an additional incentive is required.
---------------------------------------------------------------------------

    \29\ Specialists, ROTs, SQTs, RSQTs, Professionals, Firms and 
Broker-Dealers are assessed a QCC Transaction Fee of $0.20 per 
contract.
---------------------------------------------------------------------------

    The Exchange believes that it is equitable and not unfairly 
discriminatory to pay a $0.07 rebate for executed eQCC Orders to the 
executing member because all market participants are uniformly eligible 
for the proposed rebate. Additionally, the proposed rebate is within 
the range of tiered rebates offered by the International Securities 
Exchange, LLC (``ISE'').\30\
---------------------------------------------------------------------------

    \30\ See ISE's Schedule of Fees. ISE pays members using its 
qualified contingent cross and/or solicitation order types a rebate 
according to a table based on the number of originating contract 
sides. Once a member reaches a certain volume threshold in qualified 
contingent cross and/or solicitation orders during the month, ISE 
pays a rebate to that member entering a qualifying order for all 
qualified contingent cross and/or solicitation traded contracts for 
that month. For example, for 0-1,999,999 originating contract sides 
ISE pays no rebate; for 2,000,000 to 3,499,999 originating contract 
sides ISE pays $0.03 per contract; for 3,500,000 to 3,999,999 
originating contract sides ISE pays $0.05 per contract; and for 
4,000,000 or more originating contract sides ISE pays $0.07 per 
contract.
---------------------------------------------------------------------------

    The Exchange believes that it is equitable and not unfairly 
discriminatory to pay the rebate for Floor QCC Orders to Floor Brokers 
because it would uniformly apply to all Floor QCC orders entered by a 
Floor Broker into FBMS for execution. The rebate is not unfairly 
discriminatory to firms that enter eQCC Orders directly into PHLX XL 
II, because the transaction fees and rebates are the same whether the 
order is entered electronically or through a Floor Broker. In addition, 
pursuant to Exchange Rule 1080(o)(3), only Floor Brokers may enter a 
Floor QCC order from the floor of the Exchange; therefore, providing 
the rebate to Floor Brokers does not discriminate against eQCC orders

[[Page 78715]]

entered into PHLX XL II. Any participant will be able to engage a 
rebate-receiving Floor Broker in a discussion surrounding the 
appropriate level of fees that they may be charged for entrusting the 
entry of the Floor QCC Order to the Floor Broker into FBMS for 
execution. The additional order flow attracted by this rebate should 
benefit all participants. The rebate is meant to assist Floor Brokers 
to recruit business on an agency basis. The Floor Broker may use all or 
part of the rebate to offset its fees.
    The Exchange believes it is equitable and not unfairly 
discriminatory to not offer a rebate for eQCC Orders and Floor QCC 
Orders for Customer-to-Customer executions and for dividend, merger and 
short stock interest strategies and executions subject to the Reversal 
and Conversion Cap because the Exchange would not offer a rebate for 
these two types of transactions for any QCC Order uniformly. Neither 
Customer-to-Customer executions nor dividend, merger and short stock 
interest strategies and executions subject to the Reversal and 
Conversion Cap will receive the rebate. Customers are not assessed a 
QCC Transaction Fee. Also, as previously mentioned herein, with respect 
to the Subsidy, the dividend, merger and short stock interest 
strategies and executions subject to the Reversal and Conversion Cap 
are not eligible for the Subsidy today, and are excluded form [sic] the 
rebate. The transaction fees which are associated with these strategies 
are capped today. The Exchange therefore does not believe an additional 
incentive is required.
    The Exchange believes that the increased Service Fee for Firms and 
the proposed Service Fee for ROTs and Specialists are reasonable 
because today Firms, ROTs and Specialists have the ability to cap 
transaction fees on Multiply-Listed Securities. Notwithstanding the 
addition of Service Fees, Firms, ROTs and Specialists should generally 
pay less once they reach the applicable caps because they will not pay 
the normally applicable transaction fees. These Service Fees will 
reduce the discrepancy that exists today between Firms, ROTs, 
Specialists and other market participants where those participants 
benefit from a cap. For example, Firms, ROTs or Specialists that reach 
the Firm Related Equity Option Cap or Monthly Cap in a particular month 
will pay the Service Fee instead of other normally applicable 
transaction fees as a result of reaching the applicable cap. As stated 
in the filing, the Service Fees do not apply to Firms, ROTs and 
Specialists that do not reach the applicable cap. Also, the Exchange 
believes that the Service Fees are reasonable because the fees will 
allow the Exchange to defray costs incurred in providing the qualified 
contingent cross capability and rebates to incentivize trading. 
Specifically, the Exchange is providing trade matching and processing, 
post trade allocation, submission for clearing and customer service 
activities related to trading activity on the Exchange while also 
incentivizing market participants to transited QCC Orders at the 
Exchange. The Exchange also believes that the Service Fees are 
reasonable because they are comparable to a fee assessed by the 
ISE.\31\
---------------------------------------------------------------------------

    \31\ ISE assesses a $0.05 per side service fee for qualified 
contingent cross volume once a member reaches the monthly fee cap. 
See ISE's Schedule of Fees.
---------------------------------------------------------------------------

    The Exchange believes that the proposed Service Fees are equitable 
and not unfairly discriminatory because these fees will be uniformly 
applied to Firms, ROTs and Specialists in the same way that the Firm 
Related Equity Option Cap and Monthly Cap are uniformly available to 
Firms, ROTs and Specialists. The Exchange currently assesses a Service 
Fee of $0.05 per contract side for eQCC Orders and Floor QCC Orders 
once a Firm reaches the Firm Related Equity Option Cap in order to 
recoup fees.
    The Exchange operates in a highly competitive market comprised of 
nine U.S. options exchanges in which sophisticated and knowledgeable 
market participants readily can, and do, send order flow to competing 
exchanges if they deem fee levels at a particular exchange to be 
excessive. The Exchange believes that the proposed rebate for eQCC 
Orders and Floor QCC Orders must be competitive with rebates offered 
and fees assessed at other options exchanges. The Exchange believes 
that this competitive marketplace impacts the rebates and fees present 
on the Exchange today and influences the proposals set forth above.

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.

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

    The foregoing rule change has become effective pursuant to Section 
19(b)(3)(A)(ii) of the Act.\32\ 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.
---------------------------------------------------------------------------

    \32\ 15 U.S.C. 78s(b)(3)(A)(ii).
---------------------------------------------------------------------------

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 rule-comments@sec.gov. Please include 
File Number SR-Phlx-2011-171 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-Phlx-2011-171. 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

[[Page 78716]]

printing in the Commission's Public Reference Room, 100 F Street NE., 
Washington, DC 20549, on official business days between the hours of 10 
a.m. and 3 p.m. Copies of such filing also will be available for 
inspection and copying at the principal office of the Exchange. All 
comments received will be posted without change; the Commission does 
not edit personal identifying information from submissions. You should 
submit only information that you wish to make available publicly. All 
submissions should refer to File Number SR-Phlx-2011-171 and should be 
submitted on or before January 9, 2012.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\33\
---------------------------------------------------------------------------

    \33\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2011-32406 Filed 12-16-11; 8:45 am]
BILLING CODE 8011-01-P