15260 Federal Register / Vol. 80, No. 55 / Monday, March 23, 2015 / Notices 

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

2 17 CFR 240.19b–4. 

FOR FURTHER INFORMATION CONTACT: 

Sharon Bradford Franklin, Executive 

Director, 202–331–1986. 

SUPPLEMENTARY INFORMATION: The 

PCLOB seeks public input to inform the 

Board’s examination of activities 

conducted under Executive Order (E.O.) 

12333—United States Intelligence 

Activities. Although the Board 

recognizes that much information about 

activities under E.O. 12333 is classified 

and/or not publicly available, the Board 

seeks comments regarding any concerns 

about counterterrorism activities 

conducted under E.O. 12333 based on 

the information that is currently 

unclassified and publicly available, as 

well as suggestions for questions the 

PCLOB should ask as part of its inquiry. 

Dated: March 16, 2015. 

Lynn Parker Dupree, 

Acting General Counsel, Privacy and Civil 

Liberties Oversight Board. 

[FR Doc. 2015–06537 Filed 3–20–15; 8:45 am] 

BILLING CODE 6820–B3–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release Nos. 33–9739; 34–74523; File No. 

265–28] 

Investor Advisory Committee Meeting 

AGENCY: Securities and Exchange 

Commission. 

ACTION: Notice of Meeting of Securities 

and Exchange Commission Dodd-Frank 

Investor Advisory Committee. 

SUMMARY: The Securities and Exchange 

Commission Investor Advisory 

Committee, established pursuant to 

section 911 of the Dodd-Frank Wall 

Street Reform and Consumer Protection 

Act of 2010, is providing notice that it 

will hold a public meeting. The public 

is invited to submit written statements 

to the Committee. 

DATES: The meeting will be held on 

Thursday, April 9, 2015 from 9:30 a.m. 

until 4:00 p.m. (ET). Written statements 

should be received on or before April 9, 

2015. 

ADDRESSES: The meeting will be held in 

Multi-Purpose Room LL–006 at the 

Commission’s headquarters, 100 F 

Street NE., Washington, DC 20549. The 

meeting will be webcast on the 

Commission’s Web site at www.sec.gov. 

Written statements may be submitted by 

any of the following methods: 

Electronic Statements 

D Use the Commission’s Internet 

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

rules/other.shtml); or 

D Send an email message to rulescomments@sec.gov. Please include File 

No. 265–28 on the subject line; or 

Paper Statements 

D Send paper statements to Brent J. 

Fields, Secretary, Securities and 

Exchange Commission, 100 F Street NE., 

Washington, DC 20549–1090. 

All submissions should refer to File No. 

265–28. This file number should be 

included on the subject line if email is 

used. To help us process and review 

your statement more efficiently, please 

use only one method. 

Statements also will be available for 

Web site viewing and printing in the 

Commission’s Public Reference Room, 

100 F Street NE., Room 1580, 

Washington, DC 20549, on official 

business days between the hours of 

10:00 a.m. and 3:00 p.m. All statements 

received will be posted without change; 

we do not edit personal identifying 

information from submissions. You 

should submit only information that 

you wish to make available publicly. 

FOR FURTHER INFORMATION CONTACT: 

Marc Sharma, Senior Special Counsel, 

Office of the Investor Advocate, at (202) 

551–3302, Securities and Exchange 

Commission, 100 F Street NE., 

Washington, DC 20549. 

SUPPLEMENTARY INFORMATION: The 

meeting will be open to the public, 

except during portions of the meeting 

reserved for meetings of the 

Committee’s subcommittees. Persons 

needing special accommodations to take 

part because of a disability should 

notify the contact person listed in FOR

FURTHER INFORMATION CONTACT. 

The agenda for the meeting includes: 

Remarks from Commissioners; 

nomination of candidates for officer 

positions and election of officers; a 

discussion of the Commodity Futures 

Trading Commission’s investor behavior 

survey results; a discussion of 

background checks as a means to 

address elder financial abuse (which 

may include a recommendation); a 

discussion of proxy access and staff 

review of Rule 14a–8(i)(9) under the 

Securities Exchange Act of 1934 (which 

may include a recommendation); an 

update on the SEC proxy voting 

roundtable; an update on the 

recommendations of the SEC Advisory 

Committee on Small and Emerging 

Companies; and nonpublic 

subcommittee meetings. 

Dated: March 18, 2015. 

Jill M. Peterson, 

Assistant Secretary. 

[FR Doc. 2015–06533 Filed 3–20–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–74518; File No. SR– 

NASDAQ–2015–022] 

Self-Regulatory Organizations; The 

NASDAQ Stock Market LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change to Rule 

4751(h)(5) Relating to Market Hours 

IOC Orders 

March 17, 2015. 

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 March 6, 

2015, 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. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to simplify 

processing of Market Hours IOC orders 

and to make clarifying changes to the 

rule text of Rule 4751(h)(5). 

The text of the proposed rule change 

is available on the Exchange’s Web site 

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. 

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Federal Register / Vol. 80, No. 55 / Monday, March 23, 2015 / Notices 15261 

3As defined by Rule 47151(a). All times noted 

herein are in Eastern Time, unless otherwise noted. 

4Time in Force is the period of time that the 

System will hold an order for potential execution. 

See Rule 4751(h). 

5As defined by Rule 4120(b)(4)(D). 

6An order designated as ‘‘immediate or cancel’’ 

represents the entering member firm’s desire for the 

order to either execute immediately after the 

System determines whether the order is marketable 

or be canceled. 

7See Rule 4752. Beginning at 9:30 a.m. Eastern 

Time, the System will execute crosses in each 

individual security traded on NASDAQ one by one. 

The order in which each security is processed is 

random and differs day by day. Upon completion 

of an individual security’s cross, Regular Market 

Session trading begins. The Opening Cross process 

is normally completed in less than one second. 

8NASDAQ notes that it initiates an Opening 

Cross in all System Securities for which there are 

orders that will execute against contra-side orders 

at 9:30 a.m., at which time the opening book and 

the NASDAQ continuous book are brought together 

to create single NASDAQ opening prices for System 

Securities. In certain cases, a System Security will 

not have any contra-side interest for execution in 

the Opening Cross, or any orders whatsoever, when 

the Opening Cross process is initiated. When this 

occurs, NASDAQ executes a ‘‘null cross’’ instead, 

whereby no securities are matched yet the System 

receives the necessary precondition to regular hours 

trading that a ‘‘cross’’ in the security has occurred. 

After completion of the null cross, regular hours 

trading begins by integrating Market Hours Orders 

into the book in time priority and executing in 

accordance with market hours rules. 

9 15 U.S.C. 78f. 

10 15 U.S.C. 78f(b)(5). 

11 15 U.S.C. 78s(b)(3)(a)(ii) [sic]. 12 17 CFR 240.19b–4(f)(6). In addition, Rule 19b– 

4(f)(6) requires a self-regulatory organization to give 

Continued 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange is proposing to modify 

the time that Market Hours IOC 

(‘‘MIOC’’) orders are available for entry 

into the System.3 MIOC is a Time in 

Force 4 characteristic of an order that 

will cause it (or unexecuted portion 

thereof) to be canceled if, after entry 

into the System the order (or 

unexecuted portion thereof) becomes 

non-marketable during the Regular 

Market Session, 9:30 a.m. until 4:00 

p.m. Eastern Time.5 Pursuant to Rule 

4751(h)(5), MIOC Orders are available 

for entry from 4:00 a.m. until 4:00 p.m. 

Eastern Time; however, a MIOC order 

entered between 4:00 a.m. and 9:30 a.m. 

Eastern Time is held by the System until 

9:30 a.m. at which time the System shall 

determine whether the order is 

marketable and either execute or be 

canceled. 

NASDAQ is proposing to simplify the 

processing of MIOC orders to make it 

consistent with the meaning of a Time 

in Force of immediate or cancel 6 and is 

adding clarifying rule text concerning 

when such orders are available for entry 

and potential execution. Specifically, 

the Exchange is proposing to only 

accept MIOC orders after completion of 

the NASDAQ Opening Cross.7 The 

Opening Cross is NASDAQ’s process for 

matching orders at the launch of the 

regular trading hours, and is open to all 

NASDAQ listed securities and NMS 

securities listed on other national 

securities exchanges (collectively, 

‘‘System Securities’’).8 Regular Market 

Session trading begins in an individual 

System Security at the completion of its 

opening cross. As a consequence of the 

proposed change, NASDAQ will not 

hold MIOC orders entered from 4:00 

a.m. up to the completion of the 

NASDAQ Opening Cross, but rather will 

not accept the order for execution and 

return it to the member firm. NASDAQ 

is not proposing to change how the 

MIOC order operates, but only the time 

during which a MIOC order may be 

entered. 

NASDAQ is accordingly deleting text 

from Rule 4751(h) that discusses MIOC 

order entry beginning at 4:00 a.m. 

Eastern Time and that NASDAQ will 

hold MIOC orders entered prior to 9:30 

a.m. Eastern Time until 9:30 a.m. 

NASDAQ is also consolidating existing 

rule text and adding new text under the 

rule to make it clear that MIOC orders 

may be entered and potentially executed 

beginning after the completion of the 

NASDAQ Opening Cross. 

2. Statutory Basis 

The Exchange believes that the 

proposed rule changes are consistent 

with Section 6 of the Act,9 in general, 

and further the objectives of Section 

6(b)(5) of the Act,10 in particular, in that 

they are 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 

regulating, clearing, settling, processing 

information with respect to, and 

facilitating transactions in securities, 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; and are not designed to 

permit unfair discrimination between 

customers, issuers, brokers, or dealers. 

Specifically, the proposed changes 

promote just and equitable principles of 

trade and perfect the mechanisms of a 

free and open market and the national 

market system by simplifying 

processing of orders that are designated 

to immediately execute or be canceled 

during the Regular Market Session. 

Under the current rule, NASDAQ must 

hold MIOC orders entered from 4:00 

a.m. to 9:30 a.m. Eastern Time, during 

which member firms may cancel and 

reenter such orders. By preventing 

MIOC order entry during this time, 

NASDAQ is making the processing of 

orders designated as MIOC consistent 

with the logic of immediate or cancel 

functionality, namely to execute 

immediately or be cancelled back in 

whole or in part. Moreover, NASDAQ is 

adding language to the rule to make it 

clear when MIOC orders are available 

for both entry and potential execution. 

As discussed above, completion of the 

NASDAQ Opening Cross in a security 

marks the beginning of Regular Market 

Hours trading. Accordingly, the changes 

proposed herein both simplify the 

processing of MIOC orders and clarify 

the rule text, consistent with the 

objectives of the Act. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule changes will result in 

any burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act, as amended. 

Specifically, the changes are designed to 

promote consistency in the handling of 

immediate or cancel-designated orders 

and to provide clarity on when such 

orders are available for both entry and 

potential execution. Such changes do 

not place a burden on competition 

between market participants as the 

changes are applied consistently to all 

participants. Moreover, the proposed 

changes do not impose a burden on 

competition among exchanges as they 

are done in the interest of providing 

clarity and consistency in its rules, and 

are therefore irrelevant to competition. 

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)(ii) [sic] of the Act 11 and 

subparagraph (f)(6) of Rule 19b–4 

thereunder.12 At any time within 60 

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15262 Federal Register / Vol. 80, No. 55 / Monday, March 23, 2015 / Notices 

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. 

13 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 73261 

(September 30, 2014), 79 FR 60226 (‘‘Notice’’). 

4See Letter from John Kinahan, Chief Executive 

Officer, Group One Trading, L.P., dated October 27, 

2014 (‘‘Group One Letter’’). 

5See Letter from Michael J. Simon, Secretary and 

General Counsel, International Securities Exchange, 

LLC, dated November 14, 2014 (‘‘ISE Response 

Letter’’). 

6See Securities Exchange Act Release No. 73614 

(November 17, 2014), 79 FR 69547 (November 21, 

2014). 

7See Securities Exchange Act Release No. 73973 

(December 31, 2014), 80 FR 583 (January 6, 2015). 

8 In Amendment No. 1 the Exchange clarifies that 

an Electronic Access Member (‘‘EAM’’) would only 

have access to the publicly available orders and 

quotes of its affiliated market maker. In addition, 

the Exchange clarifies that the proposed rule change 

would not permit a member’s EAM unit to access 

any non-public order or quote information of its 

affiliated market maker, including any hidden or 

undisplayed size or price information. The 

Exchange also clarifies that market makers are not 

allowed to post hidden or undisplayed orders and 

quotes on the Exchange. Finally, the Exchange 

clarifies that its members would not expect to 

receive any additional order or quote information 

as a result of this proposed rule change. 

Amendment No. 1 is not subject to notice and 

comment because it is a technical amendment that 

does not materially alter the substance of the 

proposed rule change or raise any novel regulatory 

issues. 

Amendment No. 1 has been placed in the public 

comment file for SR–ISE–2014–43 at http://

www.sec.gov/comments/sr-ise-2014–43/

ise201443.shtml (see letter from Michael J. Simon, 

Secretary and General Counsel, International 

Securities Exchange, LLC, to Secretary, 

Commission, dated March 9, 2015) and also is 

available at the Exchange’s Web site at 

www.ise.com. 

9According to ISE Rule 805(b)(1)(ii), market 

makers may only have orders on the order book in 

option classes to which they are not appointed. 

10See Notice, supra note 3, 79 FR 60226, 60226. 

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: (i) Necessary or appropriate in 

the public interest; (ii) for the protection 

of investors; or (iii) 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– 

NASDAQ–2015–022 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–2015–022. This 

file number should be included on the 

subject line if email is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

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

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

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

available for Web site viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE., 

Washington, DC 20549, on official 

business days between the hours of 

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

filing also will be available for 

inspection and copying at the principal 

office of the Exchange. All comments 

received will be posted without change; 

the Commission does not edit personal 

identifying information from 

submissions. You should submit only 

information that you wish to make 

available publicly. All submissions 

should refer to File Number SR– 

NASDAQ–2015–022 and should be 

submitted on or before April 13, 2015. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.13

Jill M. Peterson, 

Assistant Secretary. 

[FR Doc. 2015–06513 Filed 3–20–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–74521; File No. SR–ISE– 

2014–43] 

Self-Regulatory Organizations; 

International Securities Exchange, 

LLC; Order Approving Proposed Rule 

Change, as Modified by Amendment 

No. 1, Amending its Information Barrier 

Rules 

March 17, 2015. 

I. Introduction 

On September 15, 2014, International 

Securities Exchange, LLC (‘‘Exchange’’ 

or ‘‘ISE’’) filed with the Securities and 

Exchange Commission (‘‘Commission’’), 

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

Securities Exchange Act of 1934 

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

proposed rule change amending its 

information barrier rules. The proposed 

rule change was published for comment 

in the Federal Register on October 6, 

2014.3 The Commission received one 

comment letter regarding the proposed 

rule change 4 and one response letter 

from ISE.5 On November 17, 2014, the 

Commission extended the time period 

in which to either approve the proposed 

rule change, disapprove the proposed 

rule change, or institute proceedings to 

determine whether to approve or 

disapprove the proposed rule change to 

January 2, 2015.6 On December 31, 

2014, the Commission instituted 

proceedings to determine whether to 

approve or disapprove the proposed 

rule change.7 On March 9, 2015, the 

Exchange filed Amendment No. 1 to the 

proposed rule change.8 This order 

approves the proposed rule change, as 

modified by Amendment No. 1. 

II. Description of the Proposal 

The Exchange proposes to amend ISE 

Rules 810 (Limitations on Dealings) and 

717 (Limitations on Orders) governing 

information barriers. Specifically, the 

Exchange proposes to amend Rule 810 

to permit information to flow to a 

member’s EAM unit, which handles the 

customer/agency side of the business, 

from its affiliated Primary Market Maker 

(‘‘PMM’’) and/or Competitive Market 

Maker (‘‘CMM’’) (jointly, ‘‘market 

makers’’) unit. As amended, ISE Rule 

810 will allow EAMs to know where, 

and at what price, their affiliated market 

makers are either quoting or have orders 

on the order book 9 and to use that 

information to influence routing 

decisions. The Exchange represents that 

it currently provides guidance to its 

members that ISE Rule 810 is to be 

interpreted as a two-way information 

barrier between the EAM unit and its 

affiliated market maker unit.10

The Exchange also proposes to amend 

ISE Rule 717, Supplementary Material 

.06 to specify that the orders of a EAM 

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