4954 Federal Register / Vol. 80, No. 19 / Thursday, January 29, 2015 / Notices 

5 15 U.S.C. 78s(b)(2)(A)(ii)(I). 

6 17 CFR 200.30–3(a)(31). 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 73784 

(December 8, 2014), 79 FR 73930 (‘‘Notice’’). 

4See Email from Anonymous, to Secretary, 

Commission, dated January 2, 2015 (‘‘Comment 

Letter’’). 

5See Notice, supra note 3 at 73930. 

6Proposed BX Chapter VI, Section 1(e)(1). 

7Proposed BX Chapter VI, Section 6(a)(1) and (2). 

8Proposed BX Chapter VI, Section 10(1)(C)(1)(c) 

and Section 10(1)(C)(2)(ii). 

9Proposed BX Chapter VII, Section 15(ii). 

10Proposed BX Chapter VII, Section 15(iii). 

Pursuant to BX Ch. VII, Section 6(d), BX market 

makers must quote 60% of the trading day (as a 

percentage of the total number of minutes in such 

trading day) or such higher percentage as BX may 

announce in advance. 

11Proposed BX Chapter VII, Section 15(iii). While 

the Market Maker’s quoting requirement is a daily 

obligation, the Exchange will determine compliance 

with these obligations on a monthly basis. BX 

Regulation may consider exceptions to the 

requirement to quote 90% (or higher) of the trading 

day based on demonstrated legal or regulatory 

requirements or other mitigating circumstances. 

If a technical failure or limitation of a system of 

the Exchange prevents a DMM from maintaining, or 

prevents a DMM from communicating to the 

Exchange, timely and accurate electronic quotes in 

an issue, the duration of such failure shall not be 

considered in determining whether the DMM has 

satisfied the 90% quoting standard with respect to 

that option issue. Id. 

12Proposed BX Chapter VII, Section 15(iii). 

13 Id. 

14BX Chapter VI, Section 10(1)(C)(1)(c). 

15BX Chapter VI, Section 10(1)(C)(1)(c). If this 

calculation results in a non-integer, the Exchange 

will round up or down to the nearest integer. Id. 

at Section 10(1)(C)(1)(b)(1). 

16Proposed BX Chapter VI, Section 

10(1)(C)(1)(c)(3). BX’s current Chapter VI, Section 

10(1)(C)(1)(b) provides that an LMM, upon receipt 

of an order will be afforded a participation 

entitlement, provided the LMM’s bid/offer is at the 

Exchange’s disseminated price. The LMM is not 

entitled to receive a number of contracts that is 

greater than the displayed size associated with such 

LMM. LMM participation entitlements are 

considered after the opening process. 

proposed rule change, disapprove the 

proposed rule change, or institute 

proceedings to determine whether these 

proposed rule changes should be 

disapproved. The 45th day for this filing 

is January 24, 2015. 

The Commission is extending the 45- 

day time period for Commission action 

on the proposed rule change. The 

Commission finds that it is appropriate 

to designate a longer period within 

which to take action on the proposed 

rule change so that it has sufficient time 

to consider and take action on the 

Exchange’s proposed rule change. 

Accordingly, pursuant to Section 

19(b)(2)(A)(ii)(I) of the Act 5 and for the 

reasons stated above, the Commission 

designates March 10, 2015, as the date 

by which the Commission should either 

approve or disapprove, or institute 

proceedings to determine whether to 

disapprove, the proposed rule change 

(File No. SR–ISE–2014–24). 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.6

Brent J. Fields, 

Secretary. 

[FR Doc. 2015–01645 Filed 1–28–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–74129; File No. SR–BX– 

2014–049] 

Self-Regulatory Organizations; 

NASDAQ OMX BX, Inc.; Order 

Approving Proposed Rule Change 

Relating to Directed Market Makers 

January 23, 2015. 

I. Introduction 

On November 25, 2014, NASDAQ 

OMX BX, Inc. (‘‘BX’’ or ‘‘Exchange’’) 

filed with the Securities and Exchange 

Commission (‘‘SEC’’ or ‘‘Commission’’) 

a proposed rule change pursuant to 

Section 19(b)(1) of the Securities 

Exchange Act of 1934 (‘‘Act’’),1 and 

Rule 19b–4 thereunder,2 to establish a 

directed order process for orders 

submitted to the Exchange. The 

proposed rule change was published in 

the Federal Register on December 12, 

2014.3 The Commission received one 

comment letter on the proposal.4 This 

order approves the proposed rule 

change. 

II. Description of the Proposed Rule 

Change 

The Exchange proposes to establish a 

program that will permit BX Market 

Makers to act as Directed Market Makers 

(‘‘DMMs’’) in their appointed options 

classes, provided the BX Market Maker 

meets certain obligations and quoting 

requirements as described in more 

detail below.5 As proposed, DMMs will 

be permitted to receive ‘‘Directed 

Orders,’’ which will be defined as 

orders to buy or sell which have been 

directed (pursuant to the Exchange’s 

instructions on how to direct an order) 

to a particular market maker (the DMM 

with respect to that Directed Order).6

Limit Orders, Minimum Quantity 

Orders, Market Orders, Price Improving 

Orders, All-or-None Orders, Post-Only 

Orders, Immediate or Cancel, Good-tillCancelled Day or WAIT orders will be 

eligible to be designated as Directed 

Orders.7 Directed Orders will be 

available only in certain options. 

DMM Participation Entitlement 

BX proposes to permit a DMM to 

receive up to a 40% participation 

entitlement if a Directed Order is 

directed to that DMM when the 

Exchange’s disseminated price is the 

NBBO at the time of receipt of the 

Directed Order, and the DMM is quoting 

at or improving the Exchange’s 

disseminated price.8 If the DMM 

participation entitlement is not awarded 

at the time of receipt of the Directed 

Order, the DMM participation 

entitlement will not apply to the 

Directed Order and the Directed Order 

will be handled as though it were not a 

Directed Order.9

BX also proposes to require that 

DMMs provide continuous two-sided 

quotations throughout the trading day in 

all options issues in which the DMM is 

assigned for 90% of the time the 

Exchange is open for trading in each 

issue.10 Such quotations will be 

required to meet the legal quote width 

requirements of BX Rules Chapter VII, 

Section 6. These obligations will be 

applied collectively to all series in all of 

the issues, rather than on an issue-byissue basis once the market maker has 

indicated to the Exchange that the 

market maker will be receiving Directed 

Orders.11 However, these obligations 

will not apply to DMMs with respect to 

Quarterly Options Series, adjusted 

option series, or any series with a time 

to expiration of nine months or 

greater.12 Nevertheless, a DMM will 

remain eligible to receive a participation 

entitlement in such series if it elects to 

quote in such series and otherwise 

satisfies the requirements of BX Chapter 

VI, Section 10.13

DMM Price/Time and Size Pro-Rata 

Participation Entitlement 

If the Price/Time algorithm applies for 

the option and a Directed Order is sent 

to a DMM, BX proposes that the DMM 

will receive, the greater of: (1) After 

Public Customer orders are executed, 

the contracts the DMM would have 

received if the allocation was based on 

time priority; 14 (2) a DMM participation 

entitlement of 40% of the remaining 

interest after Public Customer orders are 

executed;15 or (3) the Lead Market 

Maker (‘‘LMM’’) participation 

entitlement, if the DMM is also the 

LMM.16

If the Size Pro-Rata algorithm applies 

for the option and a Directed Order is 

sent to a DMM, BX proposes that the 

DMM will receive the greater of: (1) 

After Public Customer orders are 

executed, the DMM’s Size Pro-Rata 

share; (2) a DMM participation 

entitlement of 40% of the remaining 

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Federal Register / Vol. 80, No. 19 / Thursday, January 29, 2015 / Notices 4955 

17 If this calculation results in a non-integer, the 

Exchange will round up or down to the nearest 

integer. BX Chapter VI, Section 10(1)(C)(2)(ii)(1). 

18Proposed BX Chapter VI, Section 

10(1)(C)(2)(iii)(3). 

19Proposed BX Chapter VI, Section 10(1)(C)(1)(c) 

and Section 10(1)(C)(2)(iii). 

20 Id. 

21Proposed BX Chapter VI, Section 

10(1)(C)(1)(b)(1) and Section 10(1)(C)(2)(ii)(1). 

22Proposed BX Chapter VI, Section 

10(1)(C)(1)(b)(1)(e) and Section 10(1)(C)(2)(ii)(1)(e). 

23Proposed BX Chapter VI, Section 

10(1)(C)(1)(b)(2) and Section 10(1)(C)(2)(ii)(2). 

24Proposed BX Chapter VI, Section 10(1)(C)(2). 

25 Id. 

26 In approving this proposed rule change, the 

Commission has considered the proposed rule’s 

impact on efficiency, competition, and capital 

formation. See 15 U.S.C. 78c(f). 

27 15 U.S.C. 78f(b). 

28 15 U.S.C. 78f(b)(5). 

29See Comment Letter, supra note 4. The 

comment letter stated ‘‘Good idea!’’ 

30See Securities Exchange Act Release No. 51759 

(May 27, 2005), 70 FR 32860 (June 6, 2005) (SR– 

Phlx–2004–91) (‘‘Phlx Order’’); see also e.g., 

Securities Exchange Act Release Nos. 47628 (April 

3, 2003), 68 FR 17697 (April 10, 2003) (SR–CBOE– 

00–55) (‘‘CBOE Order’’); 52331 (August 24, 2005), 

70 FR 51856 (August 31, 2005) (SR–ISE–2004–16) 

(‘‘ISE Order’’); 52506 (September 23, 2005), 70 FR 

57340 (September 30, 2005) (SR–CBOE–2005–58); 

59472 (February 27, 2009) 74 FR 9843 (March 6, 

2009) (SRNYSEALTR–2008–14)(‘‘NYSEALTR 

Order’’); 60469 (August 10, 2009), 74 FR 41478 

(August 17, 2009)(SR–NYSEArca–2009–73) (‘‘NYSE 

Arca Notice’’); and 68070 (October 18, 2012), 77 FR 

65037 (October 18, 2012) (SR–C2–2012–24) (‘‘C2 

Order’’). 

31See Phlx Order, supra note 30 at 32861. 

32 Id. See also CBOE Order, supra note 30 at 

17708 (citing Securities Exchange Act Release No. 

45936 (May 15, 2002), 67 FR 36279, 26280 (May 23, 

2002); Securities Exchange Act Release No. 42835 

(May 26, 2000), 65 FR 35683, 35685–66 (June 5, 

2000); Securities Exchange Act Release No. 42455 

(February 24, 2000), 65 FR 11388, 11398 (March 2, 

2000); Securities Exchange Act Release No. 43100 

(July 31, 2000), 65 FR 48778, 48787–88 (August 9, 

2000)). 

33See Letter from Joseph Cusick, Chief Regulatory 

Officer, Nasdaq, to David Hsu, Assistant Director, 

Commission, dated November 25, 2014. 

34See note 30, supra. 

35See, e.g., Newton v. Merrill, Lynch, Pierce, 

Fenner & Smith, Inc., 135 F.3d 266, 269–70, 274 (3d 

Cir.), cert. denied, 525 U.S. 811 (1998); Certain 

Market Making Activities on Nasdaq, Securities 

Exchange Act Release No. 40900 (Jan. 11, 1999) 

(settled case) (citing Sinclair v. SEC, 444 F.2d 399 

(2d Cir. 1971); Arleen Hughes, 27 SEC 629, 636 

Continued 

interest,17 after Public Customer orders 

are executed; or (3) the LMM 

participation entitlement (if the DMM is 

also the LMM).18

If a DMM has multiple quotes at the 

same price which are at or improve the 

NBBO when the Directed Order is 

received, BX proposes that the DMM 

participation entitlement will apply 

only to the quote with the highest time 

priority at the last price executed upon 

receipt of the Directed Order which is 

equal to or better than the NBBO.19

Additional DMM quotes at such price 

will receive no further allocation of the 

Directed Order.20

The Exchange also proposes to amend 

the LMM priority rules so that the LMM 

participation entitlement will not apply 

to a Directed Order when the (1) DMM’s 

bid/offer is at or improves the NBBO, (2) 

LMM is at the same price level and (3) 

LMM is not the DMM at the time the 

Directed Order is received.21 If the LMM 

is also the DMM, the LMM shall receive 

the DMM participation entitlement 

applicable to that algorithm if the DMM 

participation entitlement is greater than 

the LMM’s participation entitlement.22

Finally, the proposed rule change 

removes the allocation to the LMM of 

orders for five contracts or fewer if the 

order for five contracts or fewer is 

directed to a DMM who is quoting at the 

NBBO.23

BX also proposes to provide 

discretion to the Exchange in applying 

designated Participant priority overlays 

when the Size Pro-Rata execution 

algorithm is in effect. Specifically, the 

current rule provides that the Exchange 

will apply the following priority 

overlays when the Size Pro-Rata 

execution algorithm is in effect: (1) 

Public customer priority, (2) LMM 

priority, and (3) market maker 

priority.24 Under the proposed rule, 

Public Customer priority will always be 

in effect for Size Pro-Rata executions, 

but the Exchange will have the 

discretion to determine whether LMM 

priority, DMM priority and market 

maker priorities will be in effect for an 

options class.25

III. Discussion and Commission 

Findings 

The Commission has carefully 

reviewed the proposed rule change and 

comment letter, and finds that the 

proposed rule change is consistent with 

the Act and the rules and regulations 

thereunder applicable to a national 

securities exchange.26 In particular, the 

Commission finds that the proposed 

rule change is consistent with Section 

6(b) of the Act,27 in general, and furthers 

the objectives of Section 6(b)(5) of the 

Act.28 Section 6(b)(5) requires, among 

other things, that the rules of the 

national securities exchange be 

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, 

and to remove impediments to and 

perfect the mechanism of a free and 

open market and a national market 

system. The Commission received one 

comment letter expressing support for 

the proposal.29

The Commission has previously 

approved rules of other national 

securities exchanges that provide for 

directed order participation 

entitlements.30 The Commission has 

closely scrutinized such exchange rule 

proposals where the percentage of 

enhanced participation would rise to a 

level that could have a material adverse 

impact on quote competition within a 

particular exchange.31

BX’s proposal to permit DMMs to 

receive a 40% participation entitlement 

will not increase the overall percentage 

of an order that is guaranteed to the 

DMM beyond the currently acceptable 

threshold.32 Under the proposal, the 

remaining portion of each order will be 

available for allocation based on the 

competitive bidding of market 

participants. Therefore, the Commission 

does not believe that the proposal will 

negatively impact quote competition on 

BX. 

A DMM on BX will have to be quoting 

at, or better than, the NBBO at the time 

a Directed Order is received in order to 

obtain the guarantee. The Commission 

believes that it is critical that a DMM 

must not be permitted to step up and 

match the NBBO after it receives a 

directed order in order to receive the 

participation entitlement. In this regard, 

BX’s proposal prohibits notifying a 

DMM of an intention to submit a 

Directed Order so that such DMM could 

change its quotation to match the NBBO 

immediately prior to submission of the 

Directed Order, and then fade its quote. 

BX submitted a letter to the Commission 

representing that it will provide the 

necessary protections against that type 

of conduct, and will proactively 

conduct surveillance for, and enforce 

against, such violations.33

BX’s proposed rules will require 

DMMs to quote at a higher level than 

other market makers who are not 

DMMs. Market makers on BX are 

required to quote 60% of the trading 

day. In order to receive the participation 

entitlement, DMMs will be required to 

quote 90% of the trading day. The 

Commission believes that requiring 

heightened quoting by a market maker 

in order to be eligible to receive a 

participant entitlement is consistent 

with what other exchanges have 

required as part of their directed order 

programs.34

The Commission emphasizes that 

approval of this proposal does not affect 

a broker-dealer’s duty of best execution. 

A broker-dealer has a legal duty to seek 

to obtain best execution of customer 

orders, and any decision to preference a 

particular DMM must be consistent with 

this duty.35 A broker-dealer’s duty of 

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4956 Federal Register / Vol. 80, No. 19 / Thursday, January 29, 2015 / Notices 

(1948), aff’d sub nom. Hughes v. SEC, 174 F.2d 969 

(D.C. Cir. 1949)). See also Order Execution 

Obligations, Securities Exchange Act Release No. 

37619A (Sept. 6, 1996), 61 FR 48290 (Sept. 12, 

1996) (‘‘Order Handling Rules Release’’); 51808 

(June 9, 2005), 70 FR 37496, 37537–8 (June 29, 

2005). 

36Order Handling Rules Release, 61 FR at 48322. 

See also Newton, 135 F.3d at 270. Failure to satisfy 

the duty of best execution can constitute fraud 

because a broker-dealer, in agreeing to execute a 

customer’s order, makes an implied representation 

that it will execute it in a manner that maximizes 

the customer’s economic gain in the transaction. 

See Newton, 135 F.3d at 273 (‘‘[T]he basis for the 

duty of best execution is the mutual understanding 

that the client is engaging in the trade—and 

retaining the services of the broker as his agent— 

solely for the purpose of maximizing his own 

economic benefit, and that the broker receives her 

compensation because she assists the client in 

reaching that goal.’’); Marc N. Geman, Securities 

Exchange Act Release No. 43963 (Feb. 14, 2001) 

(citing Newton, but concluding that respondent 

fulfilled his duty of best execution). See also 

Payment for Order Flow, Securities Exchange Act 

Release No. 34902 (Oct. 27, 1994), 59 FR 55006, 

55009 (Nov. 2, 1994) (‘‘Payment for Order Flow 

Final Rules’’). If the broker-dealer intends not to act 

in a manner that maximizes the customer’s benefit 

when he accepts the order and does not disclose 

this to the customer, the broker-dealer’s implied 

representation is false. See Newton, 135 F.3d at 

273–274. 

37Newton, 135 F.3d at 270. Newton also noted 

certain factors relevant to best execution—order 

size, trading characteristics of the security, speed of 

execution, clearing costs, and the cost and difficulty 

of executing an order in a particular market. Id. at 

270 n. 2 (citing Payment for Order Flow, Securities 

Exchange Act Release No. 33026 (Oct. 6, 1993), 58 

FR 52934, 52937–38 (Oct. 13, 1993) (Proposed 

Rules)). See In re E.F. Hutton & Co. (‘‘Manning’’), 

Securities Exchange Act Release No. 25887 (July 6, 

1988). See also Payment for Order Flow Final Rules, 

59 FR at 55008–55009. 

38Order Handling Rules Release, 61 FR at 48322– 

48333 (‘‘In conducting the requisite evaluation of its 

internal order handling procedures, a broker-dealer 

must regularly and rigorously examine execution 

quality likely to be obtained from different markets 

or market makers trading a security.’’). See also 

Newton, 135 F.3d at 271; Market 2000: An 

Examination of Current Equity Market 

Developments V–4 (SEC Division of Market 

Regulation January 1994) (‘‘Without specific 

instructions from a customer, however, a brokerdealer should periodically assess the quality of 

competing markets to ensure that its order flow is 

directed to markets providing the most 

advantageous terms for the customer’s order.’’); 

Payment for Order Flow Final Rules, 59 FR at 

55009. 

39Order Handling Rules, 61 FR at 48323. 

40Order Handling Rules, 61 FR at 48323. For 

example, in connection with orders that are to be 

executed at a market opening price, ‘‘[b]rokerdealers are subject to a best execution duty in 

executing customer orders at the opening, and 

should take into account the alternative methods in 

determining how to obtain best execution for their 

customer orders.’’ Disclosure of Order Execution 

and Routing Practices, Securities Exchange Act 

Release No. 43590 (Nov.17, 2000), 65 FR 75414, 

75422 (Dec. 1, 2000) (adopting new Exchange Act 

Rules 11Ac1–5 and 11Ac1–6 and noting that 

alternative methods offered by some Nasdaq market 

centers for pre-open orders included the mid-point 

of the spread or at the bid or offer). 

41 15 U.S.C. 78f(b)(5). 

42 15 U.S.C. 78s(b)(2). 

43 17 CFR 200.30–3(a)(12). 

1 15 U.S.C. 78s(b)(1). 

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

best execution derives from common 

law agency principles and fiduciary 

obligations, and is incorporated in SRO 

rules and, through judicial and 

Commission decisions, the antifraud 

provisions of the federal securities 

laws.36 The duty of best execution 

requires broker-dealers to execute 

customers’ trades at the most favorable 

terms reasonably available under the 

circumstances, i.e., at the best 

reasonably available price.37 The duty 

of best execution requires broker-dealers 

to periodically assess the quality of 

competing markets to assure that order 

flow is directed to the markets 

providing the most beneficial terms for 

their customer orders.38 Broker-dealers 

must examine their procedures for 

seeking to obtain best execution in light 

of market and technology changes and 

modify those practices if necessary to 

enable their customers to obtain the best 

reasonably available prices.39 In doing 

so, broker-dealers must take into 

account price improvement 

opportunities, and whether different 

markets may be more suitable for 

different types of orders or particular 

securities.40

For these reasons, the Commission 

believes that the proposal is consistent 

with the requirements of Section 6(b)(5) 

of the Act.41

IV. Conclusion 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Act,42 that the 

proposed rule change (SR–BX–2014– 

049) be, and it hereby is, approved. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.43

Brent J. Fields, 

Secretary. 

[FR Doc. 2015–01648 Filed 1–28–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–74127; File No. SR– 

NYSEMKT–2015–06] 

Self-Regulatory Organizations; NYSE 

MKT LLC; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change Establishing the NYSE 

MKT Integrated Feed Data Feed 

January 23, 2015. 

Pursuant to Section 19(b)(1) 1 of the 

Securities Exchange Act of 1934 (the 

‘‘Act’’) 2 and Rule 19b–4 thereunder,3

notice is hereby given that on January 

21, 2015, NYSE MKT LLC (the 

‘‘Exchange’’ or ‘‘NYSE MKT’’) filed with 

the Securities and Exchange 

Commission (the ‘‘Commission’’) the 

proposed rule change as described in 

Items I and II below, which Items have 

been prepared by the self-regulatory 

organization. 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 establish 

the NYSE MKT Integrated Feed (‘‘NYSE 

MKT Integrated Feed’’) data feed. The 

text of the proposed rule change is 

available on the Exchange’s Web site at 

www.nyse.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 

self-regulatory organization 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 those statements may be examined at 

the places specified in Item IV below. 

The Exchange has prepared summaries, 

set forth in sections A, B, and C below, 

of the most significant parts of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and the 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to establish 

the NYSE MKT Integrated Feed. The 

NYSE MKT Integrated Feed would 

provide real-time market data in a 

unified view of events, in sequence, as 

they appear on the NYSE MKT 

matching engines. The NYSE MKT 

Integrated Feed would include depth of 

book order data, last sale data, and 

opening and closing imbalance data. 

The NYSE MKT Integrated Feed would 

also include security status updates 

(e.g., trade corrections and trading halts) 

and stock summary messages. The stock 

summary message updates every minute 

and includes NYSE MKT’s opening 

price, high price, low price, closing 

price, and cumulative volume for the 

security. The NYSE MKT Integrated 

Feed would include information 

currently available from three existing 

NYSE MKT real-time market data feeds: 

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