Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Adopt a New Rule Titled “Off-Exchange RWA Transfers” at Options 6, Section 6, 72056-72060 [2019-28028]

Download as PDF 72056 Federal Register / Vol. 84, No. 249 / Monday, December 30, 2019 / Notices Commission may designate a shorter time if such action is consistent with the protection of investors and the public interest. The Exchange requests that the Commission waive the 30-day operative delay so that the proposal may become operative immediately upon filing. The Exchange notes that NOM and BX currently have rules that permit NOM and BX Participants to cancel interest,13 and that the Exchange proposes the additional changes to provide greater clarity in its rules. The Commission believes that waiving the 30-day operative delay is consistent with the protection of investors and the public interest. Accordingly, the Commission waives the 30-day operative delay and designates the proposed rule change operative upon filing.14 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: khammond on DSKJM1Z7X2PROD with NOTICES 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– MRX–2019–25 on the subject line. Paper Comments • Send paper comments in triplicate to Secretary, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549–1090. All submissions should refer to File Number SR–MRX–2019–25. 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 13 See NOM and BX Rules at Chapter VII, Section 11. 14 For purposes only of waiving the 30-day operative delay, the Commission has considered the proposed rule’s impact on efficiency, competition, and capital formation. See 15 U.S.C. 78c(f). VerDate Sep<11>2014 20:00 Dec 27, 2019 Jkt 250001 post all comments on the Commission’s internet website (http://www.sec.gov/ rules/sro.shtml). Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for website viewing and printing in the Commission’s Public Reference Room, 100 F Street NE, Washington, DC 20549, on official business days between the hours of 10:00 a.m. and 3:00 p.m. Copies of the filing also will be available for inspection and copying at the principal office of the Exchange. All comments received will be posted without change. Persons submitting comments are cautioned that we do not redact or edit personal identifying information from comment submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR–MRX–2019–25 and should be submitted on or before January 21, 2020. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.15 Eduardo A. Aleman, Deputy Secretary. [FR Doc. 2019–28173 Filed 12–27–19; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–87820; File No. SR– NASDAQ–2019–097] Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Adopt a New Rule Titled ‘‘Off-Exchange RWA Transfers’’ at Options 6, Section 6 December 20, 2019. 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 17, 2019, The Nasdaq Stock Market LLC (‘‘Nasdaq’’ or ‘‘Exchange’’) filed with the Securities and Exchange Commission (‘‘SEC’’ or ‘‘Commission’’) the proposed rule change as described in Items I, II, 15 17 CFR 200.30–3(a)(12). 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b–4. PO 00000 Frm 00167 Fmt 4703 Sfmt 4703 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 adopt a new rule titled ‘‘Off-Exchange RWA Transfers’’ at The Nasdaq Options Market LLC (‘‘NOM’’) Rules at Options 6, Section 6. The text of the proposed rule change is available on the Exchange’s website at http:// nasdaq.cchwallstreet.com, at the principal office of the Exchange, and at the Commission’s Public Reference Room. II. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, the Exchange included statements concerning the purpose of and basis for the proposed rule change and discussed any comments it received on the proposed rule change. The text of these statements may be examined at the places specified in Item IV below. The Exchange has prepared summaries, set forth in sections A, B, and C below, of the most significant aspects of such statements. A. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 1. Purpose The Exchange proposes to adopt a new rule titled, ‘‘Off-Exchange RWA Transfers’’ at NOM Options 6, Section 6. This proposal is substantially the same as Cboe Exchange, Inc. (‘‘Cboe’’) Rule 6.8.3 Proposed Options 6, Section 6 is intended to facilitate the reduction of risk-weighted assets (‘‘RWA’’) attributable to open options positions. SEC Rule 15c3–1 (Net Capital Requirements for Brokers or Dealers) (‘‘Net Capital Rules’’) requires registered broker-dealers, unless otherwise excepted, to maintain certain specified minimum levels of capital.4 The Net Capital Rules are designed to protect securities customers, counterparties, and creditors by requiring that brokerdealers have sufficient liquid resources on hand, at all times, to meet their 3 See Securities Exchange Act Release No. 87374 (October 21, 2019), 84 FR 57542 (October 25, 2019) (SR–Cboe–2019–044). 4 17 CFR 240.15c3–1. E:\FR\FM\30DEN1.SGM 30DEN1 Federal Register / Vol. 84, No. 249 / Monday, December 30, 2019 / Notices khammond on DSKJM1Z7X2PROD with NOTICES financial obligations. Notably, hedged positions, including offsetting futures and options contract positions, result in certain net capital requirement reductions under the Net Capital Rules.5 Subject to certain exceptions, Clearing Participants 6 are subject to the Net Capital Rules.7 However, a subset of Clearing Participants are subsidiaries of U.S. bank holding companies, which, due to their affiliations with their parent U.S.-bank holding companies, must comply with additional bank regulatory capital requirements pursuant to rulemaking required under the DoddFrank Wall Street Reform and Consumer Protection Act.8 Pursuant to this mandate, the Board of Governors of the Federal Reserve System, the Office of the Comptroller of the Currency, and the Federal Deposit Insurance Corporation have approved a regulatory capital framework for subsidiaries of U.S. bank holding company clearing firms.9 Generally, these rules, among other things, impose higher minimum capital and higher asset risk weights than were previously mandated for Clearing Participants that are subsidiaries of U.S. bank holding companies under the Net Capital Rules. Furthermore, the new rules do not fully permit deductions for hedged securities or offsetting options positions.10 Rather, capital charges under these standards are, in large part, based on the aggregate notional value of short positions regardless of offsets. As a result, in general, Clearing Participants that are subsidiaries of U.S. bank holding companies must hold substantially more bank regulatory 5 In addition, the Net Capital Rules permit various offsets under which a percentage of an option position’s gain at any one valuation point is allowed to offset another position’s loss at the same valuation point (e.g., vertical spreads). 6 The term Clearing Participant is defined within Chapter I, Section 1(a)(9). All Clearing Participants must also be clearing members of The Options Clearing Corporation (‘‘OCC’’). 7 In the event federal regulators modify bank capital requirements in the future, the Exchange will reevaluate the proposed rule change at that time to determine whether any corresponding changes to the proposed rule are appropriate. 8 H.R. 4173 (amending section 3(a) of the Securities Exchange Act of 1934 (the ‘‘Act’’) (15 U.S.C. 78c(a))). 9 12 CFR 50; 79 FR 61440 (Liquidity Coverage Ratio: Liquidity Risk Measurement Standards). 10 Many options strategies, including relatively simple strategies often used by retail customers and more sophisticated strategies used by brokerdealers, are risk limited strategies or options spread strategies that employ offsets or hedges to achieve certain investment outcomes. Such strategies typically involve the purchase and sale of multiple options (and may be coupled with purchases or sales of the underlying securities), executed simultaneously as part of the same strategy. In many cases, the potential market exposure of these strategies is limited and defined. VerDate Sep<11>2014 20:00 Dec 27, 2019 Jkt 250001 capital than would otherwise be required under the Net Capital Rules. The Exchange is concerned with the ability of Market Makers to provide liquidity in their appointed classes. The Exchange believes that permitting market participants to efficiently transfer existing options positions through an off-exchange transfer process would likely have a beneficial effect on continued liquidity in the options market without adversely affecting market quality. Liquidity in the listed options market is critically important. The Exchange believes that the proposed rule change provides market participants with an efficient mechanism to transfer their open options positions from one clearing account to another clearing account and thereby increase liquidity in the listed options market. NOM currently has no mechanism that firms may use to transfer positions between clearing accounts without having to effect a transaction with another party and close a position. The proposed rule provides that existing positions in options listed on the Exchange of a Participant or nonParticipant (including an affiliate of a Participant) may be transferred on, from, or to the books of a Clearing Participant off the Exchange if the transfer establishes a net reduction of RWA attributable to those options positions (an ‘‘RWA Transfer’’). Proposed paragraph (a)(1) adds examples of two transfers that would be deemed to establish a net reduction of RWA, and thus qualify as a permissible RWA Transfer: • A transfer of options positions from Clearing Corporation 11 member A to Clearing Corporation member B that net (offset) with positions held at Clearing Corporation member B, and thus closes all or part of those positions (as demonstrated in the example below) 12; and • A transfer of options positions from a bank-affiliated Clearing Corporation member to a non-bank-affiliated Clearing Corporation member.13 These transfers will not result in a change in ownership, as they must occur between accounts of the same Person. 11 The term Clearing Corporation is defined within Chapter I, Section 1(a)(8). 12 This transfer would establish a net reduction of RWA attributable to the transferring Person, because there would be fewer open positions and thus fewer assets subject to Net Capital Rules. 13 This transfer would establish a net reduction of RWA attributable to the transferring Person, because the non-bank-affiliated Clearing Corporation member would not be subject to Net Capital Rules, as described above. PO 00000 Frm 00168 Fmt 4703 Sfmt 4703 72057 ‘‘Person’’ is defined within proposed Options 6, Section 6(a) as an individual, partnership (general or limited), joint stock company, corporation, limited liability company, trust or unincorporated organization, or any governmental entity or agency or political subdivision thereof. In other words, RWA transfers may only occur between the same individual or legal entity. These are merely transfers from one clearing account to another, both of which are attributable to the same individual or legal entity. A market participant effecting an RWA Transfer is analogous to an individual transferring funds from a checking account to a savings account, or from an account at one bank to an account at another bank—the money still belongs to the same person, who is just holding it in a different account for personal financial reasons. For example, Market Maker A clears transactions on the Exchange into an account it has with Clearing Participant X, which is affiliated with a U.S-bank holding company. Market Maker A opens a clearing account with Clearing Participant Y, which is not affiliated with a U.S.-bank holding company. Clearing Participant X has informed Market Maker A that its open positions may not exceed a certain amount at the end of a calendar month, or it will be subject to restrictions on new positions it may open the following month. On August 28, Market Maker A reviews the open positions in its Clearing Participant X clearing account and determines it must reduce its open positions to satisfy Clearing Participant X’s requirements by the end of August. It determines that transferring out 1000 short calls in class ABC will sufficiently reduce the RWA capital requirements in the account with Clearing Participant X to avoid additional position limits in September. Market Maker A wants to retain the positions in accordance with its risk profile. Pursuant to the proposed rule change, on August 31, Market Maker A transfers 1000 short calls in class ABC to its clearing account with Clearing Participant Y. As a result, Market Maker A can continue to provide the same level of liquidity in class ABC during September as it did in previous months. A Participant must give up a Clearing Participant for each transaction it effects on the Exchange, which identifies the Clearing Participant through which the transaction will clear.14 A Participant may change the give up for a transaction 14 See E:\FR\FM\30DEN1.SGM Options 5, Section 102. 30DEN1 72058 Federal Register / Vol. 84, No. 249 / Monday, December 30, 2019 / Notices within a specified period of time.15 Additionally, a Participant may also change the Clearing Participant16 for a specific transaction. The transfer of positions from an account with one clearing firm to the account of another clearing firm pursuant to the proposed rule change has a similar result as changing a give up or CMTA, as it results in a position that resulted from a transaction moving from the account of one clearing firm to another, just at a different time and in a different manner.17 In the above example, if Market Maker A had initially given up Clearing Participant Y rather than Clearing Participant X on the transactions that resulted in the 1000 long calls in class ABC, or had changed the give-up or CMTA to Clearing Participant Y pursuant to Options 6, Section 1 the ultimate result would have been the same. There are a variety of reasons why firms give up or CMTA transactions to certain clearing firms (and not to non-bank affiliate clearing firms) at the time of a transaction, and the proposed rule change provides firms with a mechanism to achieve the same result at a later time. Proposed paragraph (a)(2) states RWA Transfers may occur on a routine, recurring basis. As noted in the example above, clearing firms may impose restrictions on the amount of open positions. Permitting transfers on a routine, recurring basis will provide market participants with the flexibility to comply with these restrictions when necessary to avoid position limits on future options activity. Additionally, proposed paragraph (a)(6) provides that no prior written notice to the Exchange is required for RWA Transfers. Because of the potential routine basis on which RWA Transfers may occur, and because of the need for flexibility to comply with the restrictions described above, the Exchange believes it may interfere with the ability of investors firms to comply with any Clearing Participant restrictions describe above, and may be burdensome to provide notice for these routine transfers. Proposed paragraph (a)(3) states RWA Transfers may result in the netting of positions. Netting occurs when long khammond on DSKJM1Z7X2PROD with NOTICES 15 See Chapter VI, Section 14. 16 The Clearing Member Trade Assignment (‘‘CMTA’’) process at The Options Clearing Corporation (‘‘OCC’’) facilitates the transfer of option trades/positions from one OCC clearing member to another in an automated fashion. Changing a CMTA for a specific transaction would allocate the trade to a different OCC clearing member than the one initially identified on the trade. 17 The transferred positions will continue to be subject to OCC rules, as they will continue to be held in an account of an OCC member. VerDate Sep<11>2014 20:00 Dec 27, 2019 Jkt 250001 positions and short positions in the same series ‘‘offset’’ against each other, leaving no or a reduced position. For example, if there were 100 long calls in one account, and 100 short calls of the same option series were added to that account, the positions would offset, leaving no open positions. Currently, the Exchange permits off-exchange transfers on behalf of a Market Maker account for transactions in multiply listed options series on different exchanges, but only if the Market Maker nominees are trading for the same Participant, and the options transactions on the different options exchanges clear into separate exchange-specific accounts because they cannot easily clear into the same Market Maker account at OCC. In such instances, all Market Maker positions in the exchange-specific accounts for the multiply listed class would be automatically transferred on their trade date into one central Market Maker account (commonly referred to as a ‘‘universal account’’) at the Clearing Corporation. Positions cleared into a universal account would automatically net against each other. While RWA Transfers are not occurring because of limitations related to trading on different exchanges, similar reasoning for the above exception applies to why netting should be permissible for the limited purpose of reducing RWA. Firms may maintain different clearing accounts for a variety of reasons, such as the structure of their businesses, the manner in which they trade, their risk management procedures, and for capital purposes. If a Market Maker clears all transactions into a universal account, offsetting positions would automatically net. However, if a Market Maker has multiple accounts into which its transactions cleared, they would not automatically net. While there are times when a firm may not want to close out open positions to reduce RWA, there are other times when a firm may determine it is appropriate to close out positions to accomplish a reduction in RWA. In the example above, suppose after making the RWA Transfer described above, Market Maker A effects a transaction on September 25 that results in 1000 long calls in class ABC, which clears into its account with Clearing Participant X. If Market Maker A had not effected its RWA Transfer in August, the 1000 long calls would have offset against the 1000 short calls, eliminating both positions and thus any RWA capital requirements associated with them. At the end of August, Market Maker A did not want to close out the 1000 short calls when it made its RWA Transfer. However, given changed PO 00000 Frm 00169 Fmt 4703 Sfmt 4703 circumstances in September, Market Maker A has determined it no longer wants to hold those positions. The proposed rule change would permit Market Maker A to effect an RWA Transfer of the 1000 short calls from its account with Clearing Participant Y to its account with Clearing Participant X (or vice versa), which results in elimination of those positions (and a reduction in RWA associated with them). As noted above, such netting would have occurred if Market Maker A cleared the September transaction directly into its account with Clearing Participant Y, or had not effected an RWA Transfer in August. Netting provides market participants with appropriate flexibility to conduct their businesses as they see fit while having the ability to reduce RWA capital requirements when necessary. RWA Transfers may not result in preferential margin or haircut treatment.18 Additionally, RWA Transfers may only be effected for options listed on the Exchange and will be subject to applicable laws, rules, and regulations, including rules of other self-regulatory organizations (including OCC).19 Finally, the Exchange notes it is reserving Sections 5 and 7 of Options 6 for consistency in rule numbering with Nasdaq affiliated markets. 2. Statutory Basis The Exchange believes that its proposal is consistent with Section 6(b) of the Act,20 in general, and furthers the objectives of Section 6(b)(5) of the Act,21 in particular, in that it is designed to promote just and equitable principles of trade, to remove impediments to and perfect the mechanism of a free and open market and a national market system, and, in general to protect investors and the public interest. Additionally, the Exchange believes the proposed rule change is consistent with the Section 6(b)(5) 22 requirement that the rules of an exchange not be designed to permit unfair discrimination between customers, issuers, brokers, or dealers. 18 See proposed paragraph (a)(4). proposed introductory paragraph and proposed paragraph (a)(7). Transfers of nonExchange listed options and other financial instruments are not governed by this proposed rule. Any RWA transfers will be subject to all applicable recordkeeping requirements applicable to Participants and Clearing Participants under the Securities Exchange Act of 1934, and the rules and regulations thereunder (the ‘‘Act’’), such as Rule 17a–3 and 17a–4. a [sic] 20 15 U.S.C. 78f(b). 21 15 U.S.C. 78f(b)(5). 22 Id. 19 See E:\FR\FM\30DEN1.SGM 30DEN1 khammond on DSKJM1Z7X2PROD with NOTICES Federal Register / Vol. 84, No. 249 / Monday, December 30, 2019 / Notices The Exchange’s proposal is substantially the same as Cboe Rule 6.8 [sic] In particular, the Exchange believes the proposed rule change to permit RWA Transfers will remove impediments to and perfect the mechanism of a free and open market and a national market system by providing liquidity in the listed options market. The Exchange believes providing market participants with an efficient process to reduce RWA capital requirements attributable to open positions in clearing accounts with U.S. bank-affiliated clearing firms may contribute to additional liquidity in the listed options market, which, in general, protects investors and the public interest. The proposed rule change, in particular the proposed changes to permit RWA transfers to occur on a routine, recurring basis and result in netting, also provides market participants with sufficient flexibility to reduce RWA capital requirements at times necessary to comply with requirements imposed on them by clearing firms. This will permit market participants to respond to then-current market conditions, including volatility and increased volume, by reducing the RWA capital requirements associated with any new positions they may open while those conditions exist. Given the additional capital that may become available to market participants as a result of the RWA Transfers, market participants will be able to continue to provide liquidity to the market, even during periods of increased volume and volatility, which liquidity ultimately benefits investors. It is not possible for market participants to predict what market conditions will exist at a specific time, and when volatility will occur. The proposed rule change to permit routine, recurring RWA Transfers (and to not provide prior written notice) will provide market participants with the ability to respond to these conditions whenever they occur. Permitting transfers on a routine, recurring basis will provide market participants with the flexibility to comply with these restrictions when necessary to avoid position limits on future options activity. In addition, with respect to netting, as discussed above, firms may maintain different clearing accounts for a variety of reasons, such as the structure of their businesses, the manner in which they trade, their risk management procedures, and for capital purposes. Netting may otherwise occur with respect to a firm’s positions if it structured its clearing accounts differently, such as by using a universal account. Therefore, the proposed rule VerDate Sep<11>2014 20:00 Dec 27, 2019 Jkt 250001 change will permit netting while allowing firms to continue to maintain different clearing accounts in a manner consistent with their businesses. The Exchange recognizes the numerous benefits of executing options transactions occur on an exchanges, including price transparency, potential price improvement, and a clearing guarantee. However, the Exchange believes it is appropriate to permit RWA Transfers to occur off the exchange, as these benefits are inapplicable to RWA Transfers. RWA Transfers have a narrow scope and are intended to achieve a limited, benefit purpose. RWA Transfers are not intended to be a competitive trading tool. There is no need for price discovery or improvement, as the purpose of the transfer is to reduce RWA asset capital requirements attributable to a market participants’ positions. Unlike trades on an exchange, the price at which an RWA Transfers occurs is immaterial—the resulting reduction in RWA is the critical part of the transfer. RWA Transfers will result in no change in ownership, and thus they do not constitute trades with a counterparty (and thus eliminating the need for a counterparty guarantee). The transactions that resulted in the open positions to be transferred as an RWA Transfer were already guaranteed by an OCC clearing member, and the positions will continue to be subject to OCC rules, as they will continue to be held in an account with an OCC clearing member. The narrow scope of the proposed rule change and the limited, beneficial purpose of RWA Transfers make allowing RWA Transfers to occur off the floor appropriate and important to support the provision of liquidity in the listed options market. The proposed rule change does not unfairly discriminate against market participants, as all Participants and nonParticipants with open positions in options listed on the Exchange may use the proposed off-exchange transfer process to reduce the RWA capital requirements of Clearing Participants. B. Self-Regulatory Organization’s Statement on Burden on Competition The Exchange does not believe that the proposed rule change will impose any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act. The Exchange does not believe that the proposed rule change will impose any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act. This process is not intended to be a competitive trading tool. The Exchange does not believe that the proposed rule change PO 00000 Frm 00170 Fmt 4703 Sfmt 4703 72059 will impose any burden on intra-market competition that is not necessary or appropriate in furtherance of the purposes of the Act, as use of the proposed process is voluntary. All Participants and non-Participants with open positions in options listed on the Exchange may use the proposed offexchange transfer process to reduce the RWA capital requirements attributable to those positions. The Exchange does not believe that the proposed rule change will impose any burden on intermarket competition that is not necessary or appropriate in furtherance of the purposes of the Act. RWA Transfers have a limited purpose, which is to reduce RWA attributable to open positions in listed options in order to free up capital. The Exchange believes the proposed rule change may relieve the burden on liquidity providers in the options market by reducing the RWA attributable to their open positions. As a result, market participants may be able to increase liquidity they provide to the market, which liquidity benefits all market participants. C. Self-Regulatory Organization’s Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others No written comments were either solicited or received. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action Because the foregoing proposed rule change does not: (i) Significantly affect the protection of investors or the public interest; (ii) impose any significant burden on competition; and (iii) become operative for 30 days from the date on which it was filed, or such shorter time as the Commission may designate, it has become effective pursuant to Section 19(b)(3)(A)(iii) of the Act 23 and subparagraph (f)(6) of Rule 19b–4 thereunder.24 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 23 15 U.S.C. 78s(b)(3)(A)(iii). CFR 240.19b–4(f)(6). In addition, Rule 19b– 4(f)(6) requires a self-regulatory organization to give the Commission written notice of its intent to file the proposed rule change at least five business days prior to the date of filing of the proposed rule change, or such shorter time as designated by the Commission. The Exchange has satisfied this requirement. 24 17 E:\FR\FM\30DEN1.SGM 30DEN1 72060 Federal Register / Vol. 84, No. 249 / Monday, December 30, 2019 / Notices 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 rule-comments@ sec.gov. Please include File Number SR– NASDAQ–2019–097 on the subject line. khammond on DSKJM1Z7X2PROD with NOTICES Paper Comments • Send paper comments in triplicate to Secretary, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549–1090. All submissions should refer to File Number SR–NASDAQ–2019–097. This file number should be included on the subject line if email is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission’s internet website (http://www.sec.gov/ rules/sro.shtml). Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for website viewing and printing in the Commission’s Public Reference Room, 100 F Street NE, Washington, DC 20549, on official business days between the hours of 10:00 a.m. and 3:00 p.m. Copies of the filing also will be available for inspection and copying at the principal office of the Exchange. All comments received will be posted without change. Persons submitting comments are cautioned that we do not redact or edit personal identifying information from comment submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR–NASDAQ–2019–097 and should be submitted on or before January 21, 2020. VerDate Sep<11>2014 20:00 Dec 27, 2019 Jkt 250001 For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.25 J. Matthew DeLesDernier, Assistant Secretary. Washington, DC 20549–1090. Applicant, Inter-American Development Bank, 1300 New York Avenue NW Washington, DC 20577. FOR FURTHER INFORMATION CONTACT: [FR Doc. 2019–28028 Filed 12–27–19; 8:45 am] BILLING CODE P Benjamin Kalish, Senior Counsel, or Parisa Haghshenas, Branch Chief, at 202–551–6825 (Division of Investment Management, Chief Counsel’s Office). Inter-American Development Bank; Notice of Application The following is a summary of the application. The complete application may be obtained via the Commission’s website either at http://www.sec.gov/ rules/iareleases.shtml or by calling (202) 551–8090. December 20, 2019. Applicant’s Representations SECURITIES AND EXCHANGE COMMISSION [Investment Advisers Act Release No. 5420; File No. 803–00248] SUPPLEMENTARY INFORMATION: Securities and Exchange Commission (‘‘Commission’’). ACTION: Notice. AGENCY: 1. The IDB was established by international treaty with the principal purpose to contribute to the acceleration of the process of economic and social SUMMARY: Notice of application for an development in Latin America and the exemption under section 202(a)(11)(H) Caribbean. The IDB’s principal activities of the Investment Advisers Act of 1940 are providing loans and credit (‘‘Advisers Act’’). guarantees, and technical assistance to Applicant: Inter-American support development projects in its Development Bank (‘‘IDB’’ or developing member countries. The IDB ‘‘Applicant’’). has operated since 1959 under an Relevant Advisers Act Sections: agreement signed by the governments of Exemption requested under section its member countries, including the 202(a)(11)(H) of the Advisers Act from U.S., and its member countries own all section 202(a)(11) of the Advisers Act. of its capital stock. Summary of Application: The 2. The Applicant provides substantial Applicant requests that the Commission issue an order declaring it to be a person technical assistance to the governments of its member countries as part of or in not within the intent of Section parallel to a loan or guarantee, or 202(a)(11) of the Advisers Act, which independently. The purpose of IDB’s defines the term ‘‘investment adviser.’’ technical assistance activities is both to Filing Dates: The application was improve the operations of the member filed on June 7, 2019, and amended on government as they relate to economic October 1, 2019. Hearing or Notification of Hearing: An and social development and to contribute to knowledge transfer and order granting the application will be capacity building of developing member issued unless the Commission orders a hearing. Interested persons may request countries. Technical assistance includes assisting member countries to improve a hearing by writing to the Commission’s Secretary and serving the their asset and liability management techniques and advice for member Applicant with a copy of the request, countries on adopting sound portfolio personally or by mail. Hearing requests management techniques. should be received by the Commission by 5:30 p.m. on January 14, 2019, and 3. The Applicant seeks to expand its should be accompanied by proof of services to meet requests from member service on the Applicant, in the form of countries to help them strengthen the an affidavit or, for lawyers, a certificate management of their reserves and to of service. Pursuant to Rule 0–5 under bring their treasury operations in line the Advisers Act, hearing requests with current capital and financial should state the nature of the writer’s markets best practices. The Applicant interest, any facts bearing upon the would provide these treasury-related desirability of a hearing on the matter, services only to IDB member countries, the reason for the request, and the issues their central banks, other governmental contested. Persons may request institutions of such member countries, notification of a hearing by writing to and other international organizations the Commission’s Secretary. owned entirely by their sovereign nation members, substantially all of which ADDRESSES: Secretary, Securities and Exchange Commission, 100 F Street NE, members are also members of the IDB (collectively ‘‘Potential Clients’’). The 25 17 CFR 200.30–3(a)(12). Applicant would provide its services PO 00000 Frm 00171 Fmt 4703 Sfmt 4703 E:\FR\FM\30DEN1.SGM 30DEN1

Agencies

[Federal Register Volume 84, Number 249 (Monday, December 30, 2019)]
[Notices]
[Pages 72056-72060]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-28028]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-87820; File No. SR-NASDAQ-2019-097]


Self-Regulatory Organizations; The Nasdaq Stock Market LLC; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To 
Adopt a New Rule Titled ``Off-Exchange RWA Transfers'' at Options 6, 
Section 6

December 20, 2019.
    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 17, 2019, The Nasdaq Stock Market LLC (``Nasdaq'' 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.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to adopt a new rule titled ``Off-Exchange RWA 
Transfers'' at The Nasdaq Options Market LLC (``NOM'') Rules at Options 
6, Section 6. The text of the proposed rule change is available on the 
Exchange's website at http://nasdaq.cchwallstreet.com, at the principal 
office of the Exchange, and at the Commission's Public Reference Room.

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

    In its filing with the Commission, the Exchange included statements 
concerning the purpose of and basis for the proposed rule change and 
discussed any comments it received on the proposed rule change. The 
text of these statements may be examined at the places specified in 
Item IV below. The Exchange has prepared summaries, set forth in 
sections A, B, and C below, of the most significant aspects of such 
statements.

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

1. Purpose
    The Exchange proposes to adopt a new rule titled, ``Off-Exchange 
RWA Transfers'' at NOM Options 6, Section 6. This proposal is 
substantially the same as Cboe Exchange, Inc. (``Cboe'') Rule 6.8.\3\
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    \3\ See Securities Exchange Act Release No. 87374 (October 21, 
2019), 84 FR 57542 (October 25, 2019) (SR-Cboe-2019-044).
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    Proposed Options 6, Section 6 is intended to facilitate the 
reduction of risk-weighted assets (``RWA'') attributable to open 
options positions. SEC Rule 15c3-1 (Net Capital Requirements for 
Brokers or Dealers) (``Net Capital Rules'') requires registered broker-
dealers, unless otherwise excepted, to maintain certain specified 
minimum levels of capital.\4\ The Net Capital Rules are designed to 
protect securities customers, counterparties, and creditors by 
requiring that broker-dealers have sufficient liquid resources on hand, 
at all times, to meet their

[[Page 72057]]

financial obligations. Notably, hedged positions, including offsetting 
futures and options contract positions, result in certain net capital 
requirement reductions under the Net Capital Rules.\5\
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    \4\ 17 CFR 240.15c3-1.
    \5\ In addition, the Net Capital Rules permit various offsets 
under which a percentage of an option position's gain at any one 
valuation point is allowed to offset another position's loss at the 
same valuation point (e.g., vertical spreads).
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    Subject to certain exceptions, Clearing Participants \6\ are 
subject to the Net Capital Rules.\7\ However, a subset of Clearing 
Participants are subsidiaries of U.S. bank holding companies, which, 
due to their affiliations with their parent U.S.-bank holding 
companies, must comply with additional bank regulatory capital 
requirements pursuant to rulemaking required under the Dodd-Frank Wall 
Street Reform and Consumer Protection Act.\8\ Pursuant to this mandate, 
the Board of Governors of the Federal Reserve System, the Office of the 
Comptroller of the Currency, and the Federal Deposit Insurance 
Corporation have approved a regulatory capital framework for 
subsidiaries of U.S. bank holding company clearing firms.\9\ Generally, 
these rules, among other things, impose higher minimum capital and 
higher asset risk weights than were previously mandated for Clearing 
Participants that are subsidiaries of U.S. bank holding companies under 
the Net Capital Rules. Furthermore, the new rules do not fully permit 
deductions for hedged securities or offsetting options positions.\10\ 
Rather, capital charges under these standards are, in large part, based 
on the aggregate notional value of short positions regardless of 
offsets. As a result, in general, Clearing Participants that are 
subsidiaries of U.S. bank holding companies must hold substantially 
more bank regulatory capital than would otherwise be required under the 
Net Capital Rules.
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    \6\ The term Clearing Participant is defined within Chapter I, 
Section 1(a)(9). All Clearing Participants must also be clearing 
members of The Options Clearing Corporation (``OCC'').
    \7\ In the event federal regulators modify bank capital 
requirements in the future, the Exchange will reevaluate the 
proposed rule change at that time to determine whether any 
corresponding changes to the proposed rule are appropriate.
    \8\ H.R. 4173 (amending section 3(a) of the Securities Exchange 
Act of 1934 (the ``Act'') (15 U.S.C. 78c(a))).
    \9\ 12 CFR 50; 79 FR 61440 (Liquidity Coverage Ratio: Liquidity 
Risk Measurement Standards).
    \10\ Many options strategies, including relatively simple 
strategies often used by retail customers and more sophisticated 
strategies used by broker-dealers, are risk limited strategies or 
options spread strategies that employ offsets or hedges to achieve 
certain investment outcomes. Such strategies typically involve the 
purchase and sale of multiple options (and may be coupled with 
purchases or sales of the underlying securities), executed 
simultaneously as part of the same strategy. In many cases, the 
potential market exposure of these strategies is limited and 
defined.
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    The Exchange is concerned with the ability of Market Makers to 
provide liquidity in their appointed classes. The Exchange believes 
that permitting market participants to efficiently transfer existing 
options positions through an off-exchange transfer process would likely 
have a beneficial effect on continued liquidity in the options market 
without adversely affecting market quality. Liquidity in the listed 
options market is critically important. The Exchange believes that the 
proposed rule change provides market participants with an efficient 
mechanism to transfer their open options positions from one clearing 
account to another clearing account and thereby increase liquidity in 
the listed options market. NOM currently has no mechanism that firms 
may use to transfer positions between clearing accounts without having 
to effect a transaction with another party and close a position.
    The proposed rule provides that existing positions in options 
listed on the Exchange of a Participant or non-Participant (including 
an affiliate of a Participant) may be transferred on, from, or to the 
books of a Clearing Participant off the Exchange if the transfer 
establishes a net reduction of RWA attributable to those options 
positions (an ``RWA Transfer''). Proposed paragraph (a)(1) adds 
examples of two transfers that would be deemed to establish a net 
reduction of RWA, and thus qualify as a permissible RWA Transfer:
     A transfer of options positions from Clearing Corporation 
\11\ member A to Clearing Corporation member B that net (offset) with 
positions held at Clearing Corporation member B, and thus closes all or 
part of those positions (as demonstrated in the example below) \12\; 
and
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    \11\ The term Clearing Corporation is defined within Chapter I, 
Section 1(a)(8).
    \12\ This transfer would establish a net reduction of RWA 
attributable to the transferring Person, because there would be 
fewer open positions and thus fewer assets subject to Net Capital 
Rules.
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     A transfer of options positions from a bank-affiliated 
Clearing Corporation member to a non-bank-affiliated Clearing 
Corporation member.\13\
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    \13\ This transfer would establish a net reduction of RWA 
attributable to the transferring Person, because the non-bank-
affiliated Clearing Corporation member would not be subject to Net 
Capital Rules, as described above.
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    These transfers will not result in a change in ownership, as they 
must occur between accounts of the same Person.
    ``Person'' is defined within proposed Options 6, Section 6(a) as an 
individual, partnership (general or limited), joint stock company, 
corporation, limited liability company, trust or unincorporated 
organization, or any governmental entity or agency or political 
subdivision thereof.
    In other words, RWA transfers may only occur between the same 
individual or legal entity. These are merely transfers from one 
clearing account to another, both of which are attributable to the same 
individual or legal entity. A market participant effecting an RWA 
Transfer is analogous to an individual transferring funds from a 
checking account to a savings account, or from an account at one bank 
to an account at another bank--the money still belongs to the same 
person, who is just holding it in a different account for personal 
financial reasons.
    For example, Market Maker A clears transactions on the Exchange 
into an account it has with Clearing Participant X, which is affiliated 
with a U.S-bank holding company. Market Maker A opens a clearing 
account with Clearing Participant Y, which is not affiliated with a 
U.S.-bank holding company. Clearing Participant X has informed Market 
Maker A that its open positions may not exceed a certain amount at the 
end of a calendar month, or it will be subject to restrictions on new 
positions it may open the following month. On August 28, Market Maker A 
reviews the open positions in its Clearing Participant X clearing 
account and determines it must reduce its open positions to satisfy 
Clearing Participant X's requirements by the end of August. It 
determines that transferring out 1000 short calls in class ABC will 
sufficiently reduce the RWA capital requirements in the account with 
Clearing Participant X to avoid additional position limits in 
September. Market Maker A wants to retain the positions in accordance 
with its risk profile. Pursuant to the proposed rule change, on August 
31, Market Maker A transfers 1000 short calls in class ABC to its 
clearing account with Clearing Participant Y. As a result, Market Maker 
A can continue to provide the same level of liquidity in class ABC 
during September as it did in previous months.
    A Participant must give up a Clearing Participant for each 
transaction it effects on the Exchange, which identifies the Clearing 
Participant through which the transaction will clear.\14\ A Participant 
may change the give up for a transaction

[[Page 72058]]

within a specified period of time.\15\ Additionally, a Participant may 
also change the Clearing Participant\16\ for a specific transaction. 
The transfer of positions from an account with one clearing firm to the 
account of another clearing firm pursuant to the proposed rule change 
has a similar result as changing a give up or CMTA, as it results in a 
position that resulted from a transaction moving from the account of 
one clearing firm to another, just at a different time and in a 
different manner.\17\ In the above example, if Market Maker A had 
initially given up Clearing Participant Y rather than Clearing 
Participant X on the transactions that resulted in the 1000 long calls 
in class ABC, or had changed the give-up or CMTA to Clearing 
Participant Y pursuant to Options 6, Section 1 the ultimate result 
would have been the same. There are a variety of reasons why firms give 
up or CMTA transactions to certain clearing firms (and not to non-bank 
affiliate clearing firms) at the time of a transaction, and the 
proposed rule change provides firms with a mechanism to achieve the 
same result at a later time.
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    \14\ See Options 5, Section 102.
    \15\ See Chapter VI, Section 14.
    \16\ The Clearing Member Trade Assignment (``CMTA'') process at 
The Options Clearing Corporation (``OCC'') facilitates the transfer 
of option trades/positions from one OCC clearing member to another 
in an automated fashion. Changing a CMTA for a specific transaction 
would allocate the trade to a different OCC clearing member than the 
one initially identified on the trade.
    \17\ The transferred positions will continue to be subject to 
OCC rules, as they will continue to be held in an account of an OCC 
member.
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    Proposed paragraph (a)(2) states RWA Transfers may occur on a 
routine, recurring basis. As noted in the example above, clearing firms 
may impose restrictions on the amount of open positions. Permitting 
transfers on a routine, recurring basis will provide market 
participants with the flexibility to comply with these restrictions 
when necessary to avoid position limits on future options activity. 
Additionally, proposed paragraph (a)(6) provides that no prior written 
notice to the Exchange is required for RWA Transfers. Because of the 
potential routine basis on which RWA Transfers may occur, and because 
of the need for flexibility to comply with the restrictions described 
above, the Exchange believes it may interfere with the ability of 
investors firms to comply with any Clearing Participant restrictions 
describe above, and may be burdensome to provide notice for these 
routine transfers.
    Proposed paragraph (a)(3) states RWA Transfers may result in the 
netting of positions. Netting occurs when long positions and short 
positions in the same series ``offset'' against each other, leaving no 
or a reduced position. For example, if there were 100 long calls in one 
account, and 100 short calls of the same option series were added to 
that account, the positions would offset, leaving no open positions. 
Currently, the Exchange permits off-exchange transfers on behalf of a 
Market Maker account for transactions in multiply listed options series 
on different exchanges, but only if the Market Maker nominees are 
trading for the same Participant, and the options transactions on the 
different options exchanges clear into separate exchange-specific 
accounts because they cannot easily clear into the same Market Maker 
account at OCC. In such instances, all Market Maker positions in the 
exchange-specific accounts for the multiply listed class would be 
automatically transferred on their trade date into one central Market 
Maker account (commonly referred to as a ``universal account'') at the 
Clearing Corporation. Positions cleared into a universal account would 
automatically net against each other.
    While RWA Transfers are not occurring because of limitations 
related to trading on different exchanges, similar reasoning for the 
above exception applies to why netting should be permissible for the 
limited purpose of reducing RWA. Firms may maintain different clearing 
accounts for a variety of reasons, such as the structure of their 
businesses, the manner in which they trade, their risk management 
procedures, and for capital purposes. If a Market Maker clears all 
transactions into a universal account, offsetting positions would 
automatically net. However, if a Market Maker has multiple accounts 
into which its transactions cleared, they would not automatically net. 
While there are times when a firm may not want to close out open 
positions to reduce RWA, there are other times when a firm may 
determine it is appropriate to close out positions to accomplish a 
reduction in RWA.
    In the example above, suppose after making the RWA Transfer 
described above, Market Maker A effects a transaction on September 25 
that results in 1000 long calls in class ABC, which clears into its 
account with Clearing Participant X. If Market Maker A had not effected 
its RWA Transfer in August, the 1000 long calls would have offset 
against the 1000 short calls, eliminating both positions and thus any 
RWA capital requirements associated with them. At the end of August, 
Market Maker A did not want to close out the 1000 short calls when it 
made its RWA Transfer. However, given changed circumstances in 
September, Market Maker A has determined it no longer wants to hold 
those positions. The proposed rule change would permit Market Maker A 
to effect an RWA Transfer of the 1000 short calls from its account with 
Clearing Participant Y to its account with Clearing Participant X (or 
vice versa), which results in elimination of those positions (and a 
reduction in RWA associated with them). As noted above, such netting 
would have occurred if Market Maker A cleared the September transaction 
directly into its account with Clearing Participant Y, or had not 
effected an RWA Transfer in August. Netting provides market 
participants with appropriate flexibility to conduct their businesses 
as they see fit while having the ability to reduce RWA capital 
requirements when necessary.
    RWA Transfers may not result in preferential margin or haircut 
treatment.\18\ Additionally, RWA Transfers may only be effected for 
options listed on the Exchange and will be subject to applicable laws, 
rules, and regulations, including rules of other self-regulatory 
organizations (including OCC).\19\
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    \18\ See proposed paragraph (a)(4).
    \19\ See proposed introductory paragraph and proposed paragraph 
(a)(7). Transfers of non-Exchange listed options and other financial 
instruments are not governed by this proposed rule. Any RWA 
transfers will be subject to all applicable recordkeeping 
requirements applicable to Participants and Clearing Participants 
under the Securities Exchange Act of 1934, and the rules and 
regulations thereunder (the ``Act''), such as Rule 17a-3 and 17a-4. 
a [sic]
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    Finally, the Exchange notes it is reserving Sections 5 and 7 of 
Options 6 for consistency in rule numbering with Nasdaq affiliated 
markets.
2. Statutory Basis
    The Exchange believes that its proposal is consistent with Section 
6(b) of the Act,\20\ in general, and furthers the objectives of Section 
6(b)(5) of the Act,\21\ in particular, in that it is designed to 
promote just and equitable principles of trade, to remove impediments 
to and perfect the mechanism of a free and open market and a national 
market system, and, in general to protect investors and the public 
interest. Additionally, the Exchange believes the proposed rule change 
is consistent with the Section 6(b)(5) \22\ requirement that the rules 
of an exchange not be designed to permit unfair discrimination between 
customers, issuers, brokers, or dealers.

[[Page 72059]]

The Exchange's proposal is substantially the same as Cboe Rule 6.8 
[sic]
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    \20\ 15 U.S.C. 78f(b).
    \21\ 15 U.S.C. 78f(b)(5).
    \22\ Id.
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    In particular, the Exchange believes the proposed rule change to 
permit RWA Transfers will remove impediments to and perfect the 
mechanism of a free and open market and a national market system by 
providing liquidity in the listed options market. The Exchange believes 
providing market participants with an efficient process to reduce RWA 
capital requirements attributable to open positions in clearing 
accounts with U.S. bank-affiliated clearing firms may contribute to 
additional liquidity in the listed options market, which, in general, 
protects investors and the public interest.
    The proposed rule change, in particular the proposed changes to 
permit RWA transfers to occur on a routine, recurring basis and result 
in netting, also provides market participants with sufficient 
flexibility to reduce RWA capital requirements at times necessary to 
comply with requirements imposed on them by clearing firms. This will 
permit market participants to respond to then-current market 
conditions, including volatility and increased volume, by reducing the 
RWA capital requirements associated with any new positions they may 
open while those conditions exist. Given the additional capital that 
may become available to market participants as a result of the RWA 
Transfers, market participants will be able to continue to provide 
liquidity to the market, even during periods of increased volume and 
volatility, which liquidity ultimately benefits investors. It is not 
possible for market participants to predict what market conditions will 
exist at a specific time, and when volatility will occur. The proposed 
rule change to permit routine, recurring RWA Transfers (and to not 
provide prior written notice) will provide market participants with the 
ability to respond to these conditions whenever they occur. Permitting 
transfers on a routine, recurring basis will provide market 
participants with the flexibility to comply with these restrictions 
when necessary to avoid position limits on future options activity. In 
addition, with respect to netting, as discussed above, firms may 
maintain different clearing accounts for a variety of reasons, such as 
the structure of their businesses, the manner in which they trade, 
their risk management procedures, and for capital purposes. Netting may 
otherwise occur with respect to a firm's positions if it structured its 
clearing accounts differently, such as by using a universal account. 
Therefore, the proposed rule change will permit netting while allowing 
firms to continue to maintain different clearing accounts in a manner 
consistent with their businesses.
    The Exchange recognizes the numerous benefits of executing options 
transactions occur on an exchanges, including price transparency, 
potential price improvement, and a clearing guarantee. However, the 
Exchange believes it is appropriate to permit RWA Transfers to occur 
off the exchange, as these benefits are inapplicable to RWA Transfers. 
RWA Transfers have a narrow scope and are intended to achieve a 
limited, benefit purpose. RWA Transfers are not intended to be a 
competitive trading tool. There is no need for price discovery or 
improvement, as the purpose of the transfer is to reduce RWA asset 
capital requirements attributable to a market participants' positions. 
Unlike trades on an exchange, the price at which an RWA Transfers 
occurs is immaterial--the resulting reduction in RWA is the critical 
part of the transfer. RWA Transfers will result in no change in 
ownership, and thus they do not constitute trades with a counterparty 
(and thus eliminating the need for a counterparty guarantee). The 
transactions that resulted in the open positions to be transferred as 
an RWA Transfer were already guaranteed by an OCC clearing member, and 
the positions will continue to be subject to OCC rules, as they will 
continue to be held in an account with an OCC clearing member. The 
narrow scope of the proposed rule change and the limited, beneficial 
purpose of RWA Transfers make allowing RWA Transfers to occur off the 
floor appropriate and important to support the provision of liquidity 
in the listed options market.
    The proposed rule change does not unfairly discriminate against 
market participants, as all Participants and non-Participants with open 
positions in options listed on the Exchange may use the proposed off-
exchange transfer process to reduce the RWA capital requirements of 
Clearing Participants.

B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change will 
impose any burden on competition that is not necessary or appropriate 
in furtherance of the purposes of the Act.
    The Exchange does not believe that the proposed rule change will 
impose any burden on competition that is not necessary or appropriate 
in furtherance of the purposes of the Act. This process is not intended 
to be a competitive trading tool. The Exchange does not believe that 
the proposed rule change will impose any burden on intra-market 
competition that is not necessary or appropriate in furtherance of the 
purposes of the Act, as use of the proposed process is voluntary. All 
Participants and non-Participants with open positions in options listed 
on the Exchange may use the proposed off-exchange transfer process to 
reduce the RWA capital requirements attributable to those positions. 
The Exchange does not believe that the proposed rule change will impose 
any burden on intermarket competition that is not necessary or 
appropriate in furtherance of the purposes of the Act. RWA Transfers 
have a limited purpose, which is to reduce RWA attributable to open 
positions in listed options in order to free up capital. The Exchange 
believes the proposed rule change may relieve the burden on liquidity 
providers in the options market by reducing the RWA attributable to 
their open positions. As a result, market participants may be able to 
increase liquidity they provide to the market, which liquidity benefits 
all market participants.

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    No written comments were either solicited or received.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    Because the foregoing proposed rule change does not: (i) 
Significantly affect the protection of investors or the public 
interest; (ii) impose any significant burden on competition; and (iii) 
become operative for 30 days from the date on which it was filed, or 
such shorter time as the Commission may designate, it has become 
effective pursuant to Section 19(b)(3)(A)(iii) of the Act \23\ and 
subparagraph (f)(6) of Rule 19b-4 thereunder.\24\
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    \23\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \24\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6) 
requires a self-regulatory organization to give the Commission 
written notice of its intent to file the proposed rule change at 
least five business days prior to the date of filing of the proposed 
rule change, or such shorter time as designated by the Commission. 
The Exchange has satisfied this requirement.
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    At any time within 60 days of the filing of the proposed rule 
change, the Commission summarily may temporarily suspend such rule 
change if it appears to the Commission that such action is necessary or 
appropriate in the public interest, for the protection of investors, or 
otherwise in furtherance of the purposes of the Act. If the

[[Page 72060]]

Commission takes such action, the Commission shall institute 
proceedings to determine whether the proposed rule should be approved 
or disapproved.

IV. Solicitation of Comments

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

Electronic Comments

     Use the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number SR-NASDAQ-2019-097 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-NASDAQ-2019-097. This 
file number should be included on the subject line if email is used. To 
help the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's internet website (http://www.sec.gov/rules/sro.shtml). 
Copies of the submission, all subsequent amendments, all written 
statements with respect to the proposed rule change that are filed with 
the Commission, and all written communications relating to the proposed 
rule change between the Commission and any person, other than those 
that may be withheld from the public in accordance with the provisions 
of 5 U.S.C. 552, will be available for website viewing and printing in 
the Commission's Public Reference Room, 100 F Street NE, Washington, DC 
20549, on official business days between the hours of 10:00 a.m. and 
3:00 p.m. Copies of the filing also will be available for inspection 
and copying at the principal office of the Exchange. All comments 
received will be posted without change. Persons submitting comments are 
cautioned that we do not redact or edit personal identifying 
information from comment submissions. You should submit only 
information that you wish to make available publicly. All submissions 
should refer to File Number SR-NASDAQ-2019-097 and should be submitted 
on or before January 21, 2020.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\25\
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    \25\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2019-28028 Filed 12-27-19; 8:45 am]
BILLING CODE P