Federal Register / Vol. 80, No. 67 / Wednesday, April 8, 2015 / Notices 18907 

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

2 17 CFR 240.19b–4. 

3Securities Exchange Act Release No. 74518 

(March 17, 2015), 80 FR 15260 (March 23, 2015) 

(SR–NASDAQ–2015–022). 

4Time in Force is the period of time that the 

System will hold an order for potential execution. 

See Rule 4751(h). 

securities purchased during a 

comparable period of time in 

underwritings other than Affiliated 

Underwritings or to a benchmark such 

as a comparable market index; and (iii) 

whether the amount of securities 

purchased by the Fund, or its respective 

Master Fund, in Affiliated 

Underwritings and the amount 

purchased directly from an 

Underwriting Affiliate have changed 

significantly from prior years. The 

Board will take any appropriate actions 

based on its review, including, if 

appropriate, the institution of 

procedures designed to ensure that 

purchases of securities in Affiliated 

Underwritings are in the best interest of 

shareholders of the Fund. 

8. Each Fund, or its respective Master 

Fund, will maintain and preserve 

permanently in an easily accessible 

place a written copy of the procedures 

described in the preceding condition, 

and any modifications to such 

procedures, and will maintain and 

preserve for a period of not less than six 

years from the end of the fiscal year in 

which any purchase in an Affiliated 

Underwriting occurred, the first two 

years in an easily accessible place, a 

written record of each purchase of 

securities in Affiliated Underwritings 

once an investment by a Fund of Funds 

in the securities of the Fund exceeds the 

limit of section 12(d)(1)(A)(i) of the Act, 

setting forth from whom the securities 

were acquired, the identity of the 

underwriting syndicate’s members, the 

terms of the purchase, and the 

information or materials upon which 

the Board’s determinations were made. 

9. Before investing in a Fund in 

excess of the limit in section 

12(d)(1)(A), a Fund of Funds and the 

Trust will execute a FOF Participation 

Agreement stating without limitation 

that their respective boards of directors 

or trustees and their investment 

advisers, or trustee and Sponsor, as 

applicable, understand the terms and 

conditions of the order, and agree to 

fulfill their responsibilities under the 

order. At the time of its investment in 

Shares of a Fund in excess of the limit 

in section 12(d)(1)(A)(i), a Fund of 

Funds will notify the Fund of the 

investment. At such time, the Fund of 

Funds will also transmit to the Fund a 

list of the names of each Fund of Funds 

Affiliate and Underwriting Affiliate. The 

Fund of Funds will notify the Fund of 

any changes to the list of the names as 

soon as reasonably practicable after a 

change occurs. The Fund and the Fund 

of Funds will maintain and preserve a 

copy of the order, the FOF Participation 

Agreement, and the list with any 

updated information for the duration of 

the investment and for a period of not 

less than six years thereafter, the first 

two years in an easily accessible place. 

10. Before approving any advisory 

contract under section 15 of the Act, the 

board of directors or trustees of each 

Investing Management Company, 

including a majority of the disinterested 

directors or trustees, will find that the 

advisory fees charged under such 

contract are based on services provided 

that will be in addition to, rather than 

duplicative of, the services provided 

under the advisory contract(s) of any 

Fund, or its respective Master Fund, in 

which the Investing Management 

Company may invest. These findings 

and their basis will be fully recorded in 

the minute books of the appropriate 

Investing Management Company. 

11. Any sales charges and/or service 

fees charged with respect to shares of a 

Fund of Funds will not exceed the 

limits applicable to a fund of funds as 

set forth in NASD Conduct Rule 2830. 

12. No Fund, or its respective Master 

Fund, will acquire securities of an 

investment company or company 

relying on section 3(c)(1) or 3(c)(7) of 

the Act in excess of the limits contained 

in section 12(d)(1)(A) of the Act, except 

to the extent (i) the Fund, or its 

respective Master Fund, acquires 

securities of another investment 

company pursuant to exemptive relief 

from the Commission permitting the 

Fund, or its respective Master Fund, to 

acquire securities of one or more 

investment companies for short-term 

cash management purposes or (ii) the 

Fund acquires securities of the Master 

Fund pursuant to the Master-Feeder 

Relief. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Brent J. Fields, 

Secretary. 

[FR Doc. 2015–08023 Filed 4–7–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–74637; File No. SR– 

NASDAQ–2015–028] 

Self-Regulatory Organizations; The 

NASDAQ Stock Market LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change To Postpone 

Implementation of Changes to Rule 

4751(h)(5) 

April 2, 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 25, 

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 and II, 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 postpone 

implementation of changes to 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. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

NASDAQ is proposing to delay 

implementation of changes to Rule 

4751(h)(5) relating to processing of 

Market Hours IOC (‘‘MIOC’’) orders and 

to make clarifying changes to the rule, 

which are effective but not yet 

implemented. On March 6, 2015, the 

Exchange filed an immediately effective 

filing 3 to amend the processing of MIOC 

orders under Rule 4751(h)(5). MIOC is 

a Time in Force 4 characteristic of an 


asabaliauskas on DSK5VPTVN1PROD with NOTICES
18908 Federal Register / Vol. 80, No. 67 / Wednesday, April 8, 2015 / Notices 

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

6 15 U.S.C. 78f. 

7 15 U.S.C. 78f(b)(5). 

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

9 15 U.S.C. 78s(b)(3)(a)(ii) [sic]. 

10 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. 

11For 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). 

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 Currently, MIOC 

orders entered from 4 a.m. Eastern Time 

to immediately prior to 9:30 a.m. 

Eastern Time are held by the System 

until 9:30 a.m. Eastern Time, at which 

time the System determines whether 

such orders are marketable. The 

Exchange proposed to no longer accept 

MIOC orders entered prior to the 

beginning of the Regular Market 

Session. The Exchange also proposed 

clarifying the rule text to make it clear 

that MIOC orders will be available for 

order entry and execution beginning at 

completion of the Opening Cross. 

The Exchange had originally 

anticipated implementing the changes 

on April 13, 2015. The Exchange, 

however, has experienced unanticipated 

delay in the development of the changes 

to its systems, which has made the 

original implementation date 

unachievable. The Exchange believes it 

will be able to implement the changes 

sometime in the second quarter of 2015, 

and will provide notice of the 

implementation date of the changes in 

an Equity Trader Alert not less than 30 

days prior to implementation. 

2. Statutory Basis 

NASDAQ believes that the proposed 

rule change is consistent with the 

provisions of Section 6 of the Act,6 in 

general, and with Section 6(b)(5) of the 

Act,7 in particular, because it is 

designed to prevent fraudulent and 

manipulative acts and practices, to 

promote just and equitable principles of 

trade, to foster cooperation and 

coordination with persons engaged in 

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 is not designed to 

permit unfair discrimination between 

customers, issuers, brokers, or dealers. 

The Exchange believes that the changes 

NASDAQ is making to Rule 4751(h)(5) 

promote consistency and transparency 

in the process for handling MIOC 

orders. Delaying implementation of the 

changes for brief period so that 

NASDAQ may implement and test the 

changes to its systems necessary to 

ensure that the processing of MIOC 

orders operate as planned promotes fair 

and orderly markets, and the protection 

of investors and the public interest. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

NASDAQ does not believe that the 

proposed rule change will result in any 

burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act, as amended.8

The Exchange believes that the proposal 

is irrelevant to competition because it is 

not driven by, and will have no impact 

on, competition. Specifically, the 

proposal is representative of the 

Exchange’s efforts to harmonize and 

simplify the processing of orders. 

Delaying implementation of the 

proposal will ensure the proposed 

changes are adequately implemented 

and tested. 

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 9 and 

subparagraph (f)(6) of Rule 19b–4 

thereunder.10

The Exchange has asked the 

Commission to waive the 30-day 

operative delay so that the proposal may 

become operative immediately upon 

filing. The Exchange notes that waiving 

the operative delay is consistent with 

the protection of investors and the 

public interest because it will allow the 

Exchange to postpone implementation 

of the previously proposed changes 

immediately, prior to the operative date 

of those changes. For this reason, the 

Commission waives the operative delay 

and designates the proposed rule change 

to be operative upon filing.11

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: (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–2015–028 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–2015–028. 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 


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Federal Register / Vol. 80, No. 67 / Wednesday, April 8, 2015 / Notices 18909 

12 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. 

4See, e.g., BATS Exchange, Inc. (‘‘BATS’’) Rules 

22.3(a),(b) (Market Maker Registration); NASDAQ 

OMX PHLX (‘‘PHLX) Rule 3212(b) (Registration as 

a Market Maker); NASDAQ Options Market 

(‘‘NOM’’), Chapter VII (Market Participants), 

Section 3(a),(b) (Continuing Market Maker 

Registration). 

5See Rule 6.33 (Registration of Market Makers). 

See also Rule 6.32(a) (Market Maker Defined) (A 

‘‘Market Maker is an individual who is registered 

with the Exchange for the purpose of making 

transactions as a dealer-specialist on the Floor of 

the Exchange or for the purpose of submitting 

quotes electronically and making transactions as a 

dealer-specialist through the NYSE Arca OX 

electronic trading system. Registered Market Makers 

are designated as specialists on the Exchange for all 

purposes under the Securities Exchange Act of 1934 

and the Rules and Regulations thereunder. A 

Market Maker on the Exchange will be either a 

Market Maker or a Lead Market Maker. Unless 

specified, or unless the context requires otherwise, 

the term Market Maker refers to both Market Makers 

and Lead Market Maker.’’). 

6See Rule 6.35(a). 

7An LMM is ‘‘is an individual or entity that has 

been deemed qualified by the Exchange for the 

purpose of making transactions on the Exchange in 

accordance with the provisions of Rule 6.82. Each 

LMM or nominee thereof must be registered with 

the Exchange as a Market Maker. Any OTP Holder 

or OTP Firm registered as a Market Maker with the 

Exchange is eligible to be qualified as an LMM.’’ 

See Rule 6.82(a)(1). 

8See Rule 6.35(b). 

9See Rule 6.35(c). 

10See Rule 6.35(d). 

11See Rule 6.35(e). In considering the change 

request, the Exchange will consider the factors set 

forth in Rule 6.35(c). 

12See Rule 6.35(f). 

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–2015–028 and should be 

submitted on or before April 29, 2015. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.12

Brent J. Fields, 

Secretary. 

[FR Doc. 2015–07965 Filed 4–7–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–74635; File No. SR– 

NYSEArca–2015–17] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Notice of Filing of Proposed 

Rule Change Amending Rule 6.35 To 

Refine the Appointment Process 

Utilized by the Exchange 

April 2, 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 March 

20, 2015, NYSE Arca, Inc. (the 

‘‘Exchange’’ or ‘‘NYSE Arca’’) 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 selfregulatory 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 

The Exchange proposes to amend 

Rule 6.35 (Appointment of Market 

Makers) to refine the appointment 

process utilized by the Exchange. 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 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to amend 

Rule 6.35 to refine the appointment 

process utilized by the Exchange. The 

Exchange believes this proposal, which 

is consistent with the rules of other 

option exchanges,4 would simplify and 

enhance the efficiency of the 

appointment process for both Market 

Makers and the Exchange and add 

clarity to Exchange rules. 

Current Appointment Process 

To register as a Market Maker, an 

applicant must file an application with 

the Exchange on a form or forms 

prescribed by the Exchange.5 Once 

registered, a Market Maker may seek an 

appointment in one or more option 

classes pursuant to Rule 6.35. 

Specifically, this Rule provides that 

‘‘[o]n a form or forms prescribed by the 

Exchange, a Market Maker must apply 

for an appointment in one or more 

classes of option contracts.’’ 6

In addition to having the authority to 

appoint one Lead Market Maker 

(‘‘LMM’’) 7 per option class, ‘‘[t]he 

Exchange may appoint an unlimited 

number of Market Makers in each class 

unless the number of Market Makers 

appointed to a particular option class 

should be limited’’ based on the 

Exchange’s judgment.8 Further, the Rule 

provides that ‘‘Market Makers may 

select from among any option issues 

traded on the Exchange for inclusion in 

their appointment, subject to the 

approval of the Exchange. In 

considering the approval of the 

appointment of a Market Maker in each 

security,’’ the Exchange will consider 

the Market Maker’s preference; the 

financial resources available to the 

Market Maker; the Market Maker’s 

experience, expertise and past 

performance in making markets, 

including the Market Maker’s 

performance in other securities; the 

Market Maker’s operational capability; 

and the maintenance and enhancement 

of competition among Market Makers in 

each security in which they are 

appointed.9 The Rule also sets forth the 

number of Options Trading Permits 

(‘‘OTPs’’) required of a Market Maker in 

order to have a specified number of 

options issues included in the Market 

Maker’s appointment (e.g., 1 OTP 

affords a Market Maker up to 100 option 

issues in their appointment, whereas 4 

OTPs enables a Market Maker to include 

in their appointment all option issues 

traded on the Exchange).10

Under the current Rule, ‘‘Market 

Makers may change the option issues in 

their appointment, subject to the 

approval of the Exchange’’ provided 

requests for changes are ‘‘made in a 

form and manner prescribed by the 

Exchange.’’ 11 In addition, ‘‘Market 

Makers may withdraw from trading an 

option issue that is within their 

appointment by providing the Exchange 

with three business days’ written notice 

of such withdrawal.’’ 12 If Market 

Makers fail to provide this notice, they 

‘‘may be subject to formal disciplinary 


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