Federal Register / Vol. 80, No. 53 / Thursday, March 19, 2015 / Notices 14419 

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

2 17 CFR 240.19b–4. 

3A ‘‘Priority Customer’’ is a person or entity that 

is not a broker/dealer in securities, and does not 

place more than 390 orders in listed options per day 

on average during a calendar month for its own 

beneficial account(s), as defined in Rule 

100(a)(37A). 

4 ‘‘Penny Symbols’’ are options overlying all 

symbols listed on ISE Gemini that are in the Penny 

Pilot Program. 

5This rebate is $0.32 per contract for members 

that execute a Priority Customer Maker ADV of 

5,000 to 19,999 contracts in a given month. 

Commission, Office of FOIA Services, 

100 F Street NE., Washington, DC 

20549–2736. 

Extension: Rules 17Ad–6 and 17Ad–7. 

SEC File No. 270–151, OMB Control No. 

3235–0291. 

Notice is hereby given that pursuant 

to the Paperwork Reduction Act of 1995 

(44 U.S.C. 3501 et seq.) the Securities 

and Exchange Commission 

(‘‘Commission’’) has submitted to the 

Office of Management and Budget 

(‘‘OMB’’) a request for approval of 

extension of the existing collection of 

information provided for in the 

following rules: Rule 17Ad–6 (17 CFR 

240.17Ad–6) and Rule 17Ad–7 (17 CFR 

240.17Ad–7) under the Securities 

Exchange Act of 1934 (15 U.S.C. 78a et 

seq.) (‘‘Exchange Act’’). 

Rule 17Ad–6 under the Exchange Act 

requires every registered transfer agent 

to make and keep current records about 

a variety of information, such as: (1) 

Specific operational data regarding the 

time taken to perform transfer agent 

activities (to ensure compliance with 

the minimum performance standards in 

Rule 17Ad–2 (17 CFR 240.17Ad–2)); (2) 

written inquiries and requests by 

shareholders and broker-dealers and 

response time thereto; (3) resolutions, 

contracts, or other supporting 

documents concerning the appointment 

or termination of the transfer agent; (4) 

stop orders or notices of adverse claims 

to the securities; and (5) all canceled 

registered securities certificates. 

Rule 17Ad–7 under the Exchange Act 

requires each registered transfer agent to 

retain the records specified in Rule 

17Ad–6 in an easily accessible place for 

a period of six months to six years, 

depending on the type of record or 

document. Rule 17Ad–7 also specifies 

the manner in which records may be 

maintained using electronic, microfilm, 

and microfiche storage methods. 

These recordkeeping requirements are 

designed to ensure that all registered 

transfer agents are maintaining the 

records necessary for transfer agents to 

monitor and keep control over their own 

performance and for the Commission to 

adequately examine registered transfer 

agents on an historical basis for 

compliance with applicable rules. 

The Commission estimates that 

approximately 429 registered transfer 

agents will spend a total of 214,500 

hours per year complying with Rules 

17Ad–6 and 17Ad–7 (500 hours per year 

per transfer agent). 

The retention period under Rule 

17Ad–7 for the recordkeeping 

requirements under Rule 17Ad–6 is six 

months to six years, depending on the 

particular record or document. The 

recordkeeping and retention 

requirements under Rules 17Ad–6 and 

17Ad–7 are mandatory to assist the 

Commission and other regulatory 

agencies with monitoring transfer agents 

and ensuring compliance with the rules. 

These rules do not involve the 

collection of confidential information. 

An agency may not conduct or 

sponsor, and a person is not required to 

respond to, a collection of information 

under the PRA unless it displays a 

currently valid OMB control number. 

The public may view background 

documentation for this information 

collection at the following Web site: 

www.reginfo.gov. Comments should be 

directed to: (i) Desk Officer for the 

Securities and Exchange Commission, 

Office of Information and Regulatory 

Affairs, Office of Management and 

Budget, Room 10102, New Executive 

Office Building, Washington, DC 20503, 

or by sending an email to: Shagufta_

Ahmed@omb.eop.gov; and (ii) Pamela 

Dyson, Director/Chief Information 

Officer, Securities and Exchange 

Commission, c/o Remi Pavlik-Simon, 

100 F Street NE., Washington, DC 

20549, or by sending an email to: PRA_

Mailbox@sec.gov. Comments must be 

submitted to OMB within 30 days of 

this notice. 

Dated: March 13, 2015. 

Brent J. Fields, 

Secretary. 

[FR Doc. 2015–06316 Filed 3–18–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–74505; File No. SR– 

ISEGemini–2015–06] 

Self-Regulatory Organizations; ISE 

Gemini, LLC; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change To Amend the Schedule 

of Fees 

March 13, 2015. 

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

Securities Exchange Act of 1934 (the 

‘‘Act’’),1 and Rule 19b–4 thereunder,2

notice is hereby given that on March 2, 

2015, ISE Gemini, LLC (the ‘‘Exchange’’ 

or ‘‘ISE Gemini’’) filed with the 

Securities and Exchange Commission 

(the ‘‘Commission’’) the proposed rule 

change, as described in Items I, II, and 

III 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 the Substance 

of the Proposed Rule Change 

ISE Gemini proposes to amend the 

Schedule of Fees as described in more 

detail below. The text of the proposed 

rule change is available on the 

Exchange’s Internet Web site at http://

www.ise.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 

self-regulatory organization has 

prepared summaries, set forth in 

Sections A, B and C below, of the most 

significant aspects of such statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to amend the 

Schedule of Fees to increase Priority 

Customer 3 rebates in Penny Symbols 4

and SPY as well as related fees for nonPriority Customer orders trading against 

Priority Customer orders in these 

symbols. 

Currently, Priority Customer orders 

that add liquidity on ISE Gemini are 

provided a maker rebate in Penny 

Symbols and SPY of $0.25 per contract 

for Tier 1,5 $0.40 per contract for Tier 

2, $0.46 per contract for Tier 3, $0.48 

per contract for Tier 4, and $0.50 per 

contract for Tier 5. In order to 

incentivize members to bring their 

Priority Customer orders to ISE Gemini, 

the Exchange now proposes to provide 

higher maker rebates to members that 

achieve Tier 3 or higher. In particular, 

the Exchange proposes to increase the 


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14420 Federal Register / Vol. 80, No. 53 / Thursday, March 19, 2015 / Notices 

6The term Market Maker refers to ‘‘Competitive 

Market Makers’’ and ‘‘Primary Market Makers’’ 

collectively. See Rule 100(a)(25). 

7A ‘‘Non-ISE Gemini Market Maker’’ is a market 

maker as defined in Section 3(a)(38) of the 

Securities Exchange Act of 1934, as amended, 

registered in the same options class on another 

options exchange. 

8A ‘‘Firm Proprietary’’ order is an order 

submitted by a member for its own proprietary 

account. 

9A ‘‘Broker-Dealer’’ order is an order submitted 

by a member for a broker-dealer account that is not 

its own proprietary account. 

10A ‘‘Professional Customer’’ is a person or entity 

that is not a broker/dealer and is not a Priority 

Customer. 

11The Exchange notes that there will be no Tier 

5 Market Maker discount when trading against a 

Priority Customer. 

12 15 U.S.C. 78f. 

13 15 U.S.C. 78f(b)(4). 

14See BOX Fee Schedule, Section 1, Exchange 

Fees, A. Non-Auction Transactions. 

15 15 U.S.C. 78f(b)(8). 

16 15 U.S.C. 78s(b)(3)(A)(ii). 

17 17 CFR 240.19b–4(f)(2). 

Priority Customer rebate in Penny 

Symbols and SPY to $0.48 per contract 

for Tier 3, $0.50 per contract for Tier 4, 

and $0.52 per contract for Tier 5. 

Market Maker,6 Non-ISE Gemini 

Market Maker,7 Firm Proprietary 8/

Broker-Dealer,9 and Professional 

Customer 10 (i.e. non-Priority Customer) 

orders currently pay a taker fee of $0.49 

per contract, subject to a discount to 

$0.48 per contract for Market Makers 

that achieve the highest tier. In 

connection with the increased Priority 

Customer rebates described above, the 

Exchange further proposes to charge 

non-Priority Customer orders a taker fee 

of $0.50 per contract when trading 

against a Priority Customer order.11

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

the provisions of Section 6 of the Act,12

in general, and Section 6(b)(4) of the 

Act,13 in particular, in that it is designed 

to provide for the equitable allocation of 

reasonable dues, fees, and other charges 

among its members and other persons 

using its facilities. 

The Exchange believes that it is 

reasonable and equitable to increase the 

rebates offered to Priority Customer 

orders in Penny Symbols and SPY, as 

the proposed change is designed to 

attract additional Priority Customer 

volume to the Exchange. The Exchange 

already provides enhanced rebates for 

Priority Customer orders, and believes 

that further increasing the rebates will 

incentivize members to send additional 

Priority Customer order flow to ISE 

Gemini, creating additional liquidity to 

the benefit of all members that trade on 

the Exchange. The Exchange further 

believes that it is reasonable and 

equitable to increase the fee charged to 

non-Priority Customers that trade 

against a Priority Customer order as this 

change is designed to offset the 

enhanced rebates offered to incentivize 

the other side of the trade. As explained 

above, the Exchange believes that all 

members will benefit from the 

additional liquidity created by the 

higher Priority Customer rebates. 

Furthermore, the proposed taker fee for 

non-Priority Customer orders trading 

against a Priority Customer is within the 

range of fees charged by other options 

exchanges, including the BOX Options 

Exchange (‘‘BOX’’), which charges as 

much as $0.59 per contract for noncustomer orders in penny pilot symbols 

that trade against a public customer.14

In addition, while the Exchange is 

increasing Priority Customer rebates as 

well as corresponding fees for nonPriority Customers trading against 

Priority Customer orders, the Exchange 

does not believe that these proposed 

changes are unfairly discriminatory. As 

has historically been the case, Priority 

Customer orders remain entitled to more 

favorable fees and rebates than other 

market participants in order to 

encourage this order flow. A Priority 

Customer is by definition not a broker 

or dealer in securities, and does not 

place more than 390 orders in listed 

options per day on average during a 

calendar month for its own beneficial 

account(s). This limitation does not 

apply to participants whose behavior is 

substantially similar to that of market 

professionals, including Professional 

Customers, who will generally submit a 

higher number of orders (many of which 

do not result in executions) than 

Priority Customers. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

In accordance with Section 6(b)(8) of 

the Act,15 the Exchange does not believe 

that the proposed rule change will 

impose any burden on intermarket or 

intramarket competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. The 

proposed changes to fees and rebates in 

Penny Symbols and SPY are designed to 

attract additional order flow to the 

Exchange. The Exchange believes that 

the proposed fees and rebates are 

competitive with fees and rebates 

offered to orders executed on other 

options exchanges. The Exchange 

operates in a highly competitive market 

in which market participants can 

readily direct their order flow to 

competing venues. In such an 

environment, the Exchange must 

continually review, and consider 

adjusting, its fees and rebates to remain 

competitive with other exchanges. For 

the reasons described above, the 

Exchange believes that the proposed fee 

changes reflect this competitive 

environment. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

The Exchange has not solicited, and 

does not intend to solicit, comments on 

this proposed rule change. The 

Exchange has not received any 

unsolicited written comments from 

members or other interested parties. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The foregoing rule change has become 

effective pursuant to Section 

19(b)(3)(A)(ii) of the Act,16 and 

subparagraph (f)(2) of Rule 19b–4 

thereunder,17 because it establishes a 

due, fee, or other charge imposed by ISE 

Gemini. 

At any time within 60 days of the 

filing of such proposed rule change, the 

Commission summarily may 

temporarily suspend such rule change if 

it appears to the Commission that such 

action is necessary or appropriate in the 

public interest, for the protection of 

investors, or otherwise in furtherance of 

the purposes of the Act. If the 

Commission takes such action, the 

Commission shall institute proceedings 

to determine whether the proposed rule 

should be approved or disapproved. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s Internet 

comment form (http://www.sec.gov/

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

ISEGemini–2015–06 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Brent J. Fields, Secretary, Securities 

and Exchange Commission, 100 F Street 

NE., Washington, DC 20549–1090. 

All submissions should refer to File 

Number SR–ISEGemini-2015–06. This 

file number should be included on the 


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Federal Register / Vol. 80, No. 53 / Thursday, March 19, 2015 / Notices 14421 

18 17 CFR 200.30–3(a)(12). 

1 17 CFR 242.612(c). 

2At the time it filed the original proposal to adopt 

the Retail Liquidity Program, NYSE MKT went by 

the name NYSE Amex LLC. On May 14, 2012, the 

Exchange filed a proposed rule change, 

immediately effective upon filing, to change its 

name from NYSE Amex LLC to NYSE MKT LLC. 

See Securities Exchange Act Release No. 67037 

(May 21, 2012), 77 FR 31415 (May 25, 2012) (SR– 

NYSEAmex–2012–32). 

3See Securities Exchange Act Release No. 67347 

(July 3, 2012), 77 FR 40673 (July 10, 2012) (SR– 

NYSE–2011–55; SR–NYSEAmex–2011–84) 

(‘‘Order’’). 

4See id. 

5The pilot term of the Programs was originally 

scheduled to end on July 31, 2013, but the 

Exchanges initially extended the term for an 

additional year, through July 31, 2014, see 

Securities Exchange Act Release Nos. 70096 

(August 2, 2013), 78 FR 48520 (August 8, 2013) 

(SR–NYSE–2013–48), and 70100 (August 2, 2013), 

78 FR 48535 (August 8, 2013) (SR–NYSEMKT– 

2013–60), and then subsequently extended the term 

again through March 31, 2015, see Securities 

Exchange Act Release Nos. 72629 (July 16, 2014), 

79 FR 42564 (July 22, 2014) (SR–NYSE–2014–35), 

and 72625 (July 16, 2014), 79 FR 42566 (July 22, 

2014) (SR–NYSEMKT–2014–60). Each time the 

pilot term of the Programs was extended, the 

Commission granted the Exchanges’ requests to also 

extend the Sub-Penny Exemption through July 31, 

2014, see Securities Exchange Act Release No. 

70085 (July 31, 2013), 78 FR 47807 (August 6, 

2013), and March 31, 2015, see Securities Exchange 

Act Release No. 72732 (July 31, 2014), 79 FR 45851 

(August 6, 2014), respectively. 

6See Letter from Martha Redding, Senior 

Counsel, NYSE, to Brent J. Fields, Secretary, 

Securities and Exchange Commission, dated 

February 27, 2015. 

7See Securities Exchange Act Release Nos. 34– 

74454 (March 6, 2015), 80 FR 13054 (March 12, 

2015) (SR–NYSE–2015–10), and 34–74455 (March 

6, 2015), 80 FR 13047 (March 12, 2015) (SR– 

NYSEMKT–2015–14). 

8See Order, supra note 3, 77 FR at 40681. 

9 17 CFR 200.30–3(a)(83). 

subject line if email is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

Internet Web site (http://www.sec.gov/

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for Web site viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE., 

Washington, DC 20549 on official 

business days between the hours of 

10:00 a.m. and 3:00 p.m. Copies of such 

filing also will be available for 

inspection and copying at the principal 

office of the Exchange. All comments 

received will be posted without change; 

the Commission does not edit personal 

identifying information from 

submissions. You should submit only 

information that you wish to make 

available publicly. All submissions 

should refer to File Number SR– 

ISEGemini–2015–06, and should be 

submitted on or before April 9, 2015. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.18

Brent J. Fields, 

Secretary. 

[FR Doc. 2015–06263 Filed 3–18–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–74507; File Nos. SR–NYSE– 

2011–55; SR–NYSEAmex–2011–84] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; NYSE MKT 

LLC; Order Granting an Extension to 

Limited Exemptions From Rule 612(c) 

of Regulation NMS in Connection With 

the Exchanges’ Retail Liquidity 

Programs Until September 30, 2015 

March 13, 2015. 

On July 3, 2012, the Securities and 

Exchange Commission (‘‘Commission’’) 

issued an order pursuant to its authority 

under Rule 612(c) of Regulation NMS 

(‘‘Sub-Penny Rule’’) 1 that granted the 

New York Stock Exchange LLC 

(‘‘NYSE’’) and NYSE MKT LLC2

(‘‘NYSE MKT’’ and, together with 

NYSE, the ‘‘Exchanges’’) limited 

exemptions from the Sub-Penny Rule in 

connection with the operation of the 

Exchanges’ respective Retail Liquidity 

Programs (the ‘‘Programs’’).3 The 

limited exemptions were granted 

concurrently with the Commission’s 

approval of the Exchanges’ proposals to 

adopt their respective Programs for oneyear pilot terms.4 The exemptions were 

granted coterminous with the 

effectiveness of the pilot Programs; both 

the pilot Programs and exemptions are 

scheduled to expire on March 31, 2015.5

The Exchanges now seek to extend 

the exemptions until September 30, 

2015.6 The Exchanges’ request was 

made in conjunction with immediately 

effective filings that extend the 

operation of the Programs through the 

same date.7 In their request to extend 

the exemptions, the Exchanges note that 

the participation in the Programs has 

increased more recently. Accordingly, 

the Exchanges have asked for additional 

time to allow themselves and the 

Commission to analyze more robust data 

concerning the Programs, which the 

Exchanges committed to provide to the 

Commission.8 For this reason and the 

reasons stated in the Order originally 

granting the limited exemptions, the 

Commission finds that extending the 

exemptions, pursuant to its authority 

under Rule 612(c) of Regulation NMS, is 

appropriate in the public interest and 

consistent with the protection of 

investors. 

Therefore, it is hereby ordered that, 

pursuant to Rule 612(c) of Regulation 

NMS, each Exchange is granted a 

limited exemption from Rule 612 of 

Regulation NMS that allows it to accept 

and rank orders priced equal to or 

greater than $1.00 per share in 

increments of $0.001, in connection 

with the operation of its Retail Liquidity 

Program, until September 30, 2015. 

The limited and temporary 

exemptions extended by this Order are 

subject to modification or revocation if 

at any time the Commission determines 

that such action is necessary or 

appropriate in furtherance of the 

purposes of the Securities Exchange Act 

of 1934. Responsibility for compliance 

with any applicable provisions of the 

Federal securities laws must rest with 

the persons relying on the exemptions 

that are the subject of this Order. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.9

Brent J. Fields, 

Secretary. 

[FR Doc. 2015–06265 Filed 3–18–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–74496; File No. SR–MIAX– 

2015–03] 

Self-Regulatory Organizations; Miami 

International Securities Exchange LLC; 

Order Granting Approval to Proposed 

Rule Change, as Modified by 

Amendment No. 1 Thereto, To Adopt a 

‘‘Risk Protection Monitor’’ 

Functionality Under Proposed MIAX 

Rule 519A and Amend the ‘‘Aggregate 

Risk Monitor’’ Functionality Under 

MIAX Rule 612 

March 13, 2015. 

I. Introduction 

On January 8, 2015, Miami 

International Securities Exchange LLC 

(‘‘MIAX’’ or ‘‘Exchange’’) filed with the 

Securities and Exchange Commission 

(‘‘Commission’’), pursuant to section 

19(b)(1) of the Securities Exchange Act 


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