Self-Regulatory Organizations: Notice of Filing and Immediate Effectiveness of a Proposed Rule Change by Miami International Securities Exchange LLC To Amend MIAX Rule 1322, Options Communications, 55131-55133 [2013-21813]
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Federal Register / Vol. 78, No. 174 / Monday, September 9, 2013 / Notices
Securities Exchange Act of 1934 (the
‘‘Act’’) and the rules and regulations
thereunder applicable to the Exchange
and, in particular, the requirements of
Section 6(b) of the Act.4 Specifically,
the Exchange believes the proposed rule
change is consistent with Section 6(b)(4)
of the Act,5 which provides that
Exchange rules may provide for the
equitable allocation of reasonable dues,
fees, and other charges among its
Trading Permit Holders and other
persons using its facilities. Additionally,
the Exchange believes the proposed rule
change is consistent with the Section
6(b)(5) 6 requirement that the rules of an
exchange not be designed to permit
unfair discrimination between
customers, issuers, brokers, or dealers.
The Exchange believes the proposed
ORF reduction is reasonable in that it
would help the Exchange try to ensure
that revenue collected from the ORF, in
combination with other regulatory fees
and fines, does not exceed the
Exchange’s total regulatory costs in light
of better than expected trading volume
so far in 2013 and other factors.
The Exchange believes the ORF is
equitable and not unfairly
discriminatory in that it is charged to all
Trading Permit Holders on all their
transactions that clear in the customer
range at the OCC. Moreover, the
Exchange believes the ORF ensures
fairness by assessing higher fees to those
Trading Permit Holders that require
more Exchange regulatory services
based on the amount of customer
options business they conduct.
Regulating customer trading activity is
much more labor intensive and requires
greater expenditure of human and
technical resources than regulating noncustomer trading activity, which tends
to be more automated and less laborintensive. As a result, the costs
associated with administering the
customer component of the Exchange’s
overall regulatory program are
materially higher than the costs
associated with administering the noncustomer component (e.g., Trading
Permit Holder proprietary transactions)
of its regulatory program.7
tkelley on DSK3SPTVN1PROD with NOTICES
B. Self-Regulatory Organization’s
Statement on Burden on Competition
CBOE does not believe that the
proposed rule change will impose any
4 15
U.S.C. 78f(b).
U.S.C. 78f(b)(4).
6 Id. [sic].
7 If the Exchange changes its method of funding
regulation or if circumstances otherwise change in
the future, the Exchange may decide to modify the
ORF or assess a separate regulatory fee on Trading
Permit Holder proprietary transactions if the
Exchange deems it advisable.
5 15
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15:01 Sep 06, 2013
Jkt 229001
burden on competition that is not
necessary or appropriate in furtherance
of the purposes of the Act. The
proposed rule change is not designed to
address any competitive issues. Rather,
the proposed rule change is designed to
help the Exchange to adequately fund
its regulatory activities while seeking to
ensure that total regulatory revenues do
not exceed total regulatory costs.
C. Self-Regulatory Organization’s
Statement on Comments on the
Proposed Rule Change Received From
Members, Participants, or Others
The Exchange neither solicited nor
received comments on the proposed
rule change.
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)
of the Act 8 and paragraph (f) of Rule
19b–4 9 thereunder. 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 will institute proceedings
to determine whether the proposed rule
change should be approved or
disapproved.
IV. Solicitation of Comments
Interested persons are invited to
submit written data, views, and
arguments concerning the foregoing,
including whether the proposed rule
change is consistent with the Act.
Comments may be submitted by any of
the following methods:
Electronic Comments
• Use the Commission’s Internet
comment form (https://www.sec.gov/
rules/sro.shtml); or
• Send an email to rule-comments@
sec.gov. Please include File Number SR–
CBOE–2013–082 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–CBOE–2013–082. 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 (https://www.sec.gov/
rules/sro.shtml). Copies of the
submission, all subsequent
amendments, all written statements
with respect to the proposed rule
change that are filed with the
Commission, and all written
communications relating to the
proposed rule change between the
Commission and any person, other than
those that may be withheld from the
public in accordance with the
provisions of 5 U.S.C. 552, will be
available for Web site viewing and
printing in the Commission’s Public
Reference Room, 100 F Street NE.,
Washington, DC 20549, on official
business days between the hours of
10:00 a.m. and 3:00 p.m. Copies of such
filing 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
publicly available. All submissions
should refer to File Number SR–CBOE–
2013–082 and should be submitted on
or before September 30, 2013.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.10
Kevin M. O’Neill,
Deputy Secretary.
[FR Doc. 2013–21815 Filed 9–6–13; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–70299; File No. SR–MIAX–
2013–40]
Self-Regulatory Organizations: Notice
of Filing and Immediate Effectiveness
of a Proposed Rule Change by Miami
International Securities Exchange LLC
To Amend MIAX Rule 1322, Options
Communications
September 3, 2013.
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 August
19, 2013, Miami International Securities
Exchange LLC (‘‘MIAX’’ or ‘‘Exchange’’)
filed with the Securities and Exchange
10 17
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
8 15
U.S.C. 78s(b)(3)(A).
9 17 CFR 240.19b–4(f).
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1 15
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55131
E:\FR\FM\09SEN1.SGM
09SEN1
55132
Federal Register / Vol. 78, No. 174 / Monday, September 9, 2013 / Notices
Commission (the ‘‘Commission’’) a
proposed rule change as described in
Items I, and II below, which Items have
been substantially prepared by the
Exchange. The Commission is
publishing this notice to solicit
comments on the proposed rule from
interested persons.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The Exchange proposes to amend
MIAX Rule 1322, Options
Communications. The text of the
proposed rule change is available from
the principal office of the Exchange, at
the Commission’s Public Reference
Room and also on the Exchange’s
Internet Web site at https://
www.miaxoptions.com/.
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
tkelley on DSK3SPTVN1PROD with NOTICES
1. Purpose
The Exchange proposes to amend
Rule 1322, Options Communications, to
conform the rule to changes recently
made by the Financial Industry
Regulatory Authority, Inc. (‘‘FINRA’’) to
its corresponding rule.3 The proposed
changes are designed to alert Members
to their requirements with respect to
Options Communications while further
regulating all communications for
compliance with Exchange Rules and
3 See Securities Exchange Act Release No. 68650
(January 14, 2013), 78 FR 4182 (January 18, 2013)
(SR–FINRA–2013–001) (Notice of Filing and
Immediate Effectiveness of Proposed Rule Change
to Update Cross-References and Make Other NonSubstantive Changes Within FINRA Rules and ByLaws). See also Securities Exchange Act Release
69807 (June 20, 2013), 78 FR 38423 (June 26, 2013)
(SR–CBOE–2013–043) (Order Approving a
Proposed Rule Change Relating to Exchange Rule
9.21) and Securities Exchange Act Release No.
70070 (July 30, 2013), 78 FR 47476 (August 5, 2013)
(SR–BOX–2013–037) (Notice of Filing and
Immediate Effectiveness of a Proposed Rule Change
To Amend BOX Rule 4170 (Options
Communications)).
VerDate Mar<15>2010
15:01 Sep 06, 2013
Jkt 229001
the Act. In addition, the Exchange
believes that the proposed rule change
will help ensure that investors are
protected from potentially false or
misleading communications with the
public distributed by Exchange
Members.
First, the Exchange proposes to
amend Exchange Rule 1322(a) by
reducing the number of defined
categories of communication in current
Rule 1322(a) from six to three. The
proposed three categories of
communications are: Retail
communications, correspondence, and
institutional communications. The
current definitions of ‘‘sales literature,’’
‘‘advertisement,’’ and ‘‘independently
prepared reprint’’ would be combined
into a single category of ‘‘retail
communications.’’ The Exchange
proposes to define ‘‘retail
communication’’ as any written
(including electronic) communication
that is distributed or made available to
more than 25 retail investors within any
30 calendar-day period. The Exchange
also proposes to amend the current
definition of ‘‘correspondence’’ to mean
any written (including electronic)
communication distributed or made
available by a Member to 25 or fewer
retail customers within any 30 calendarday period. Additionally, the Exchange
proposes to delete the current term,
‘‘institutional sales material’’ and
replace that definition with the term
‘‘institutional communication,’’ which
would include written (including
electronic) communications that are
distributed or made available only to
institutional investors.
Second, the Exchange proposes to
amend Rule 1322(b), Approval by
Registered Options Principal, by
replacing the phrase ‘‘advertisements,
sales literature, and independently
prepared reprints’’ in Rule 1322(b)(1)
with the new proposed term, ‘‘retail
communications.’’
Under proposed Rule 1322(b)(2),
correspondence would need not need to
be approved by a Registered Options
Principal prior to use but would be
subject to the supervision and review
requirements of Rule 1308. The
Exchange proposes to delete the
provision requiring principal approval
of correspondence that is distributed to
25 or more existing retail customers
within a 30 calendar-day period that
makes any financial or investment
recommendation or otherwise promotes
the product or service of a Member.
Under proposed Rule 1322(b), such
communications would be considered
‘‘retail communications’’ and therefore
remain subject to the principal approval
requirement under the proposed new
PO 00000
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Fmt 4703
Sfmt 4703
definition. As such, the proposed rule
change would not substantively change
the scope of options communications
that would require principal approval.
Third, the Exchange proposes to
establish the required approvals of
institutional communications, currently
known as institutional sales material.
Specifically, the Exchange proposes to
delete the current requirements for
institutional sales material and add that
Members shall establish written
procedures that are appropriate to its
business, size, structure, and customers
for review by a Registered Options
Principal of institutional
communications used by the Member.
Fourth, the Exchange proposes to
amend Rule 1322(c) by replacing the
phrase ‘‘advertisements, sales literature,
and independently prepared reprints’’
with the new proposed term, ‘‘retail
communications.’’ The Exchange also
proposes to further exempt the options
disclosure document (‘‘ODD’’) and
prospectuses from Exchange review as
other requirements apply to these
documents under the Securities Act of
1933.
Fifth, the Exchange proposes to
specify in Rule 1322(d) that no Member
or associated person may use any
options communications that
‘‘constitute a prospectus’’ unless the
communications meet the requirements
of the Securities Act, and further
specifying that any statement in any
options communications referring to the
potential opportunities or advantages
presented by options shall be balanced
by a statement of the corresponding
risks. The risk statement shall reflect the
same degree of specificity as the
statement of opportunities, and broad
generalities must be avoided. This
language is identical to language
contained in current Rule 1322(d)(5),
which is proposed to be deleted.
2. Statutory Basis
The Exchange believes that the
proposed rule change is consistent with
Section 6(b) of the Act,4 in general, and
furthers the objectives of Section 6(b)(5)
of the Act,5 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
4 15
5 15
E:\FR\FM\09SEN1.SGM
U.S.C. 78f(b).
U.S.C. 78f(b)(5).
09SEN1
Federal Register / Vol. 78, No. 174 / Monday, September 9, 2013 / Notices
general, to protect investors and the
public interest.
In particular, the Exchange believes
the proposed rule changes will provide
greater clarity to Members and the
public regarding the Exchange’s Rules.
In addition, the Exchange believes that
the proposed rule change will help
ensure that investors are protected from
potentially false or misleading
communications with the public
distributed by Exchange Members.
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. In this regard
and as indicated above, the Exchange
notes that the rule change being
proposed is substantially similar to
filings submitted by other options
exchanges and recently approved by the
Commission.6 The Exchange believes
this proposed rule change is necessary
to establish uniform rules regarding
Options Communications.7
Specifically, the proposed rule change
will bring clarity and consistency to
Exchange Rules. The Exchange does not
believe the proposed rule change will
impose any burden on intramarket
competition as it applies to all
Members. In addition, the Exchange
does not believe the proposed rule
change will bring any unnecessary
burden on intermarket competition as it
is consistent with the FINRA Options
Communications rule.
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.
IV. Solicitation of Comments
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
MIAX has filed the proposed rule
change pursuant to Section 19(b)(3)(A) 8
of the Act and Rule 19b–4(f)(6)
thereunder.9 Because the foregoing
proposed rule change does not: (i)
Significantly affect the protection of
6 See
supra note 3.
7 Id.
tkelley on DSK3SPTVN1PROD with NOTICES
8 15
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 Section 19(b)(3)(A) of the
Act 10 and Rule 19b–4(f)(6) thereunder.
A proposed rule change filed under
Rule 19b–4(f)(6) 11 normally does not
become operative for 30 days after the
date of filing. However, pursuant to
Rule 19b–4(f)(6)(iii) 12 the Commission
may designate a shorter time if such
action is consistent with the protection
of investors and the public interest.
MIAX has asked the Commission to
waive the 30-day operative delay so that
the proposal may become operative
immediately upon filing.
The Commission believes that
waiving the 30-day operative delay is
consistent with the protection of
investors and the public interest, as it
will it will ensure fair competition
among the exchanges by allowing the
Exchange to conform with changes
recently made by FINRA. For these
reasons, the Commission designates the
proposed rule change to be operative
upon filing.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 whether the proposed rule
should be approved or disapproved.
U.S.C. 78s(b)(3)(A).
CFR 240.19b–4(f)(6). In addition, Rule
19b–4(f)(6)(iii) requires the Exchange to provide the
Commission with written notice of its intent to file
the proposed rule change, along with a brief
description and text of the proposed rule change,
at least five business days prior to the date of filing
of the proposed rule change, or such shorter time
as designated by the Commission. The Exchange
has satisfied this requirement.
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 (https://www.sec.gov/
rules/sro.shtml); or
• Send an email to rule-comments@
sec.gov. Please include File Number
SR–MIAX–2013–40 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–MIAX–2013–40. 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 (https://www.sec.gov/
rules/sro.shtml).
Copies of the submission, all
subsequent amendments, all written
statements with respect to the proposed
rule change that are filed with the
Commission, and all written
communications relating to the
proposed rule change between the
Commission and any person, other than
those that may be withheld from the
public in accordance with the
provisions of 5 U.S.C. 552, will be
available for Web site viewing and
printing in the Commission’s Public
Reference Room, 100 F Street NE.,
Washington, DC 20549, on official
business days between the hours of
10:00 a.m. and 3:00 p.m. Copies of the
filing also will be available for
inspection and copying at the principal
office of the Exchange. All comments
received will be posted without change;
the Commission does not edit personal
identifying information from
submissions. You should submit only
information that you wish to make
available publicly.
All submissions should refer to File
Number SR–MIAX–2013–40 and should
be submitted on or before September 30,
2013. For the Commission, by the
Division of Trading and Markets,
pursuant to delegated authority.14
Kevin M. O’Neill,
Deputy Secretary.
[FR Doc. 2013–21813 Filed 9–6–13; 8:45 am]
BILLING CODE 8011–01–P
9 17
VerDate Mar<15>2010
15:01 Sep 06, 2013
Jkt 229001
U.S.C. 78s(b)(3)(A).
CFR 240.19b–4(f)(6).
12 17 CFR 240.19b–4(f)(6)(iii).
13 For purposes of waiving the 30-day operative
delay, the Commission has considered the proposed
rule’s impact on efficiency, competition and capital
formation. See 15 U.S.C. 78c(f).
10 15
11 17
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55133
14 17
E:\FR\FM\09SEN1.SGM
CFR 200.30–3(a)(12).
09SEN1
Agencies
[Federal Register Volume 78, Number 174 (Monday, September 9, 2013)]
[Notices]
[Pages 55131-55133]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2013-21813]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-70299; File No. SR-MIAX-2013-40]
Self-Regulatory Organizations: Notice of Filing and Immediate
Effectiveness of a Proposed Rule Change by Miami International
Securities Exchange LLC To Amend MIAX Rule 1322, Options Communications
September 3, 2013.
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 August 19, 2013, Miami International Securities Exchange LLC
(``MIAX'' or ``Exchange'') filed with the Securities and Exchange
[[Page 55132]]
Commission (the ``Commission'') a proposed rule change as described in
Items I, and II below, which Items have been substantially prepared by
the Exchange. The Commission is publishing this notice to solicit
comments on the proposed rule 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 MIAX Rule 1322, Options
Communications. The text of the proposed rule change is available from
the principal office of the Exchange, at the Commission's Public
Reference Room and also on the Exchange's Internet Web site at https://www.miaxoptions.com/.
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, the Exchange included statements
concerning the purpose of, and basis for, the proposed rule change and
discussed any comments it received on the proposed rule change. The
text of these statements may be examined at the places specified in
Item IV below. The Exchange has prepared summaries, set forth in
Sections A, B, and C below, of the most significant aspects of such
statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
1. Purpose
The Exchange proposes to amend Rule 1322, Options Communications,
to conform the rule to changes recently made by the Financial Industry
Regulatory Authority, Inc. (``FINRA'') to its corresponding rule.\3\
The proposed changes are designed to alert Members to their
requirements with respect to Options Communications while further
regulating all communications for compliance with Exchange Rules and
the Act. In addition, the Exchange believes that the proposed rule
change will help ensure that investors are protected from potentially
false or misleading communications with the public distributed by
Exchange Members.
---------------------------------------------------------------------------
\3\ See Securities Exchange Act Release No. 68650 (January 14,
2013), 78 FR 4182 (January 18, 2013) (SR-FINRA-2013-001) (Notice of
Filing and Immediate Effectiveness of Proposed Rule Change to Update
Cross-References and Make Other Non-Substantive Changes Within FINRA
Rules and By-Laws). See also Securities Exchange Act Release 69807
(June 20, 2013), 78 FR 38423 (June 26, 2013) (SR-CBOE-2013-043)
(Order Approving a Proposed Rule Change Relating to Exchange Rule
9.21) and Securities Exchange Act Release No. 70070 (July 30, 2013),
78 FR 47476 (August 5, 2013) (SR-BOX-2013-037) (Notice of Filing and
Immediate Effectiveness of a Proposed Rule Change To Amend BOX Rule
4170 (Options Communications)).
---------------------------------------------------------------------------
First, the Exchange proposes to amend Exchange Rule 1322(a) by
reducing the number of defined categories of communication in current
Rule 1322(a) from six to three. The proposed three categories of
communications are: Retail communications, correspondence, and
institutional communications. The current definitions of ``sales
literature,'' ``advertisement,'' and ``independently prepared reprint''
would be combined into a single category of ``retail communications.''
The Exchange proposes to define ``retail communication'' as any written
(including electronic) communication that is distributed or made
available to more than 25 retail investors within any 30 calendar-day
period. The Exchange also proposes to amend the current definition of
``correspondence'' to mean any written (including electronic)
communication distributed or made available by a Member to 25 or fewer
retail customers within any 30 calendar-day period. Additionally, the
Exchange proposes to delete the current term, ``institutional sales
material'' and replace that definition with the term ``institutional
communication,'' which would include written (including electronic)
communications that are distributed or made available only to
institutional investors.
Second, the Exchange proposes to amend Rule 1322(b), Approval by
Registered Options Principal, by replacing the phrase ``advertisements,
sales literature, and independently prepared reprints'' in Rule
1322(b)(1) with the new proposed term, ``retail communications.''
Under proposed Rule 1322(b)(2), correspondence would need not need
to be approved by a Registered Options Principal prior to use but would
be subject to the supervision and review requirements of Rule 1308. The
Exchange proposes to delete the provision requiring principal approval
of correspondence that is distributed to 25 or more existing retail
customers within a 30 calendar-day period that makes any financial or
investment recommendation or otherwise promotes the product or service
of a Member. Under proposed Rule 1322(b), such communications would be
considered ``retail communications'' and therefore remain subject to
the principal approval requirement under the proposed new definition.
As such, the proposed rule change would not substantively change the
scope of options communications that would require principal approval.
Third, the Exchange proposes to establish the required approvals of
institutional communications, currently known as institutional sales
material. Specifically, the Exchange proposes to delete the current
requirements for institutional sales material and add that Members
shall establish written procedures that are appropriate to its
business, size, structure, and customers for review by a Registered
Options Principal of institutional communications used by the Member.
Fourth, the Exchange proposes to amend Rule 1322(c) by replacing
the phrase ``advertisements, sales literature, and independently
prepared reprints'' with the new proposed term, ``retail
communications.'' The Exchange also proposes to further exempt the
options disclosure document (``ODD'') and prospectuses from Exchange
review as other requirements apply to these documents under the
Securities Act of 1933.
Fifth, the Exchange proposes to specify in Rule 1322(d) that no
Member or associated person may use any options communications that
``constitute a prospectus'' unless the communications meet the
requirements of the Securities Act, and further specifying that any
statement in any options communications referring to the potential
opportunities or advantages presented by options shall be balanced by a
statement of the corresponding risks. The risk statement shall reflect
the same degree of specificity as the statement of opportunities, and
broad generalities must be avoided. This language is identical to
language contained in current Rule 1322(d)(5), which is proposed to be
deleted.
2. Statutory Basis
The Exchange believes that the proposed rule change is consistent
with Section 6(b) of the Act,\4\ in general, and furthers the
objectives of Section 6(b)(5) of the Act,\5\ 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
[[Page 55133]]
general, to protect investors and the public interest.
---------------------------------------------------------------------------
\4\ 15 U.S.C. 78f(b).
\5\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------
In particular, the Exchange believes the proposed rule changes will
provide greater clarity to Members and the public regarding the
Exchange's Rules. In addition, the Exchange believes that the proposed
rule change will help ensure that investors are protected from
potentially false or misleading communications with the public
distributed by Exchange Members.
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. In this regard and as indicated
above, the Exchange notes that the rule change being proposed is
substantially similar to filings submitted by other options exchanges
and recently approved by the Commission.\6\ The Exchange believes this
proposed rule change is necessary to establish uniform rules regarding
Options Communications.\7\
---------------------------------------------------------------------------
\6\ See supra note 3.
\7\ Id.
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Specifically, the proposed rule change will bring clarity and
consistency to Exchange Rules. The Exchange does not believe the
proposed rule change will impose any burden on intramarket competition
as it applies to all Members. In addition, the Exchange does not
believe the proposed rule change will bring any unnecessary burden on
intermarket competition as it is consistent with the FINRA Options
Communications rule.
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
MIAX has filed the proposed rule change pursuant to Section
19(b)(3)(A) \8\ of the Act and Rule 19b-4(f)(6) thereunder.\9\ 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 Section
19(b)(3)(A) of the Act \10\ and Rule 19b-4(f)(6) thereunder.
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\8\ 15 U.S.C. 78s(b)(3)(A).
\9\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii)
requires the Exchange to provide the Commission with written notice
of its intent to file the proposed rule change, along with a brief
description and text of the proposed rule change, at least five
business days prior to the date of filing of the proposed rule
change, or such shorter time as designated by the Commission. The
Exchange has satisfied this requirement.
\10\ 15 U.S.C. 78s(b)(3)(A).
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A proposed rule change filed under Rule 19b-4(f)(6) \11\ normally
does not become operative for 30 days after the date of filing.
However, pursuant to Rule 19b-4(f)(6)(iii) \12\ the Commission may
designate a shorter time if such action is consistent with the
protection of investors and the public interest. MIAX has asked the
Commission to waive the 30-day operative delay so that the proposal may
become operative immediately upon filing.
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\11\ 17 CFR 240.19b-4(f)(6).
\12\ 17 CFR 240.19b-4(f)(6)(iii).
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The Commission believes that waiving the 30-day operative delay is
consistent with the protection of investors and the public interest, as
it will it will ensure fair competition among the exchanges by allowing
the Exchange to conform with changes recently made by FINRA. For these
reasons, the Commission designates the proposed rule change to be
operative upon filing.\13\
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\13\ For purposes of waiving the 30-day operative delay, the
Commission has considered the proposed rule's impact on efficiency,
competition and capital formation. See 15 U.S.C. 78c(f).
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At any time within 60 days of the filing of 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 (https://www.sec.gov/rules/sro.shtml); or
Send an email to rule-comments@sec.gov. Please include
File Number SR-MIAX-2013-40 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-MIAX-2013-40. 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 (https://www.sec.gov/rules/sro.shtml).
Copies of the submission, all subsequent amendments, all written
statements with respect to the proposed rule change that are filed with
the Commission, and all written communications relating to the proposed
rule change between the Commission and any person, other than those
that may be withheld from the public in accordance with the provisions
of 5 U.S.C. 552, will be available for Web site viewing and printing in
the Commission's Public Reference Room, 100 F Street NE., Washington,
DC 20549, on official business days between the hours of 10:00 a.m. and
3:00 p.m. Copies of the filing also will be available for inspection
and copying at the principal office of the Exchange. All comments
received will be posted without change; the Commission does not edit
personal identifying information from submissions. You should submit
only information that you wish to make available publicly.
All submissions should refer to File Number SR-MIAX-2013-40 and
should be submitted on or before September 30, 2013. For the
Commission, by the Division of Trading and Markets, pursuant to
delegated authority.\14\
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\14\ 17 CFR 200.30-3(a)(12).
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2013-21813 Filed 9-6-13; 8:45 am]
BILLING CODE 8011-01-P