[Federal Register Volume 78, Number 251 (Tuesday, December 31, 2013)]
[Notices]
[Pages 79718-79720]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2013-31227]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-71181; File No. SR-Topaz-2013-19]
Self-Regulatory Organizations; Topaz Exchange, LLC; Notice of
Filing and Immediate Effectiveness of Proposed Rule Change to More
Specifically Address the Number and Size of Contra-parties to a
Qualified Contingent Cross Order
December 24, 2014.
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 December 18, 2013, Topaz Exchange, LLC (d/b/a ISE Gemini) (the
``Exchange'') filed with the Securities and Exchange Commission
(``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
[[Page 79719]]
solicit comments on the proposed rule change from interested persons.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange is proposing to amend Rule 715 (Types of Orders) to
more specifically address the number and size of contra-parties to a
Qualified Contingent Cross Order (``QCC Order''). 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 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 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 purpose of this proposal is to expand the availability of QCC
Orders by permitting multiple contra-parties on a QCC Order. Under the
proposal, multiple contra-parties would be allowed, so long as each
contra-party order consists of an order for at least 1,000 contracts;
provided however, that the originating QCC Order must also be for at
least 1,000 contracts (in addition to meeting the other requirements of
a QCC Order). This is intended to accommodate multiple contra-parties,
as explained further below.
A QCC Order must be comprised of an order to buy or sell at least
1,000 contracts \3\ that is identified as being part of a qualified
contingent trade,\4\ coupled with a contra-side order to buy or sell an
equal number or contracts. QCC Orders are automatically executed upon
entry provided that the execution (i) is not at the same price as a
Priority Customer Order on the Exchange's limit order book and (ii) is
at or between the NBBO. QCC Orders will be automatically canceled if
they cannot be executed. QCC Orders may only be entered in the regular
trading increments applicable to the options class under Rule 710
(Minimum Trading Increments).
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\3\ In the case of Mini Options, the minimum size is 10,000
contracts.
\4\ A ``qualified contingent trade'' is a transaction consisting
of two or more component orders, executed as agent or principal,
where: (a) At least one component is an NMS Stock, as defined in
Rule 600 of Regulation NMS under the Exchange Act; (b) all
components are effected with a product or price contingency that
either has been agreed to by all the respective counterparties or
arranged for by a broker-dealer as principal or agent; (c) the
execution of one component is contingent upon the execution of all
other components at or near the same time; (d) the specific
relationship between the component orders (e.g., the spread between
the prices of the component orders) is determined by the time the
contingent order is placed; (e) the component orders bear a
derivative relationship to one another, represent different classes
of shares of the same issuer, or involve the securities of
participants in mergers or with intentions to merge that have been
announced or cancelled; and (f) the transaction is fully hedged
(without regard to any prior existing position) as a result of other
components of the contingent trade.
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The QCC Order type was approved for the Exchange in its current
form on February 24, 2011 [sic].\5\ It was always the Exchange's intent
and understanding when drafting the rule text that a QCC Order could
involve multiple contra-parties of the QCC trade when the originating
QCC Order consisted of at least 1,000 contracts. However, the rule
language addressing the contra-side of a QCC Order is drafted from the
perspective of how the QCC Order gets entered into the Exchange system.
Specifically, the contra-side order to a QCC Order will always be
entered as a single order, even if that order consists of multiple
contra-parties who are allocated their portion of the trade in a post-
trade allocation. Notwithstanding the foregoing, the literal wording of
the current QCC Order rule could result in a more limited
interpretation of the rule. Therefore, the Exchange now proposes to
make it clear that a QCC Order must involve a single order for at least
1,000 contracts on the originating side, but that it may consist of
multiple orders on the opposite, contra-side, so long as each of the
contra-side orders is for at least 1,000 contracts.
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\5\ See Securities Exchange Act Release No. 70050 (July 26,
2013), 78 FR 46622 (August 1, 2013) (File No. 10-209).
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For instance, a 5,000 contract originating QCC Order to buy could,
under this proposal, be coupled with two contra-side orders to sell
2,500 contracts each. Similarly, a 5,000 contract originating QCC Order
to buy could, under this proposal, be coupled with a [sic] two contra-
side orders to sell, one for 4,000 contracts and one for 1,000
contracts. In the above examples, each sell (contra-side) order needs
to be for a minimum of 1,000 contracts, provided that the total of all
sell (contra-side) orders equals the size of the originating order and
that originating order is at least 1,000 contracts.
Accordingly, the Exchange is proposing to amend the definition of
QCC Order to clarify that an originating order to buy or sell at least
1,000 contracts coupled with a contra-side order or orders totaling an
equal number of contracts is permitted, so long as each contra-side
order is for at least 1,000 contracts.
2. Basis
The basis under the Act for this proposed rule change is the
requirement under Section 6(b)(5) \6\ that an exchange have rules that
are designed to prevent fraudulent and manipulative acts and practices,
to promote just and equitable principles of trade, to remove
impediments to and perfect the mechanism for a free and open market and
a national market system, and, in general, to protect investors and the
public interest by amending the rule text to more clearly defining the
QCC Order. Specifically, because the proposal clarifies that a QCC
Order permits multiple contra-parties, it should therefore provide
members and participants with certainty as to what is allowed and,
therefore, provide more opportunity to participate in QCC trades,
consistent with the key principles behind the QCC Order.
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\6\ 15 U.S.C. 78f(b)(5).
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In approving QCC Orders, the Commission has stated that ``. . .
qualified contingent trades are of benefit to the market as a whole and
a contribution to the efficient functioning of the securities markets
and the price discovery process.'' \7\ The Commission ``also has
recognized that contingent trades can be useful trading tools for
investors and other market participants, particularly those who trade
the securities of issuers involved in mergers, different classes of
shares of the same issuer, convertible securities, and equity
derivatives such as options [emphasis added].'' \8\ In light of these
benefits, the Exchange believes that the proposal should improve the
usefulness of the QCC Order without raising novel regulatory issues,
because the proposal does not impact the fundamental aspects of this
order type--it merely
[[Page 79720]]
permits multiple contra-parties, while preserving the 1,000 contract
minimum.
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\7\ QCC Approval Order at text accompanying footnote 115.
\8\ QCC Approval Order at Section III.A. citing Securities
Exchange Act Release No. 54389 (August 31, 2006), 71 FR 52829
(September 7, 2006) (Original QCT Exemption).
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Consistent with Section 6(b)(8) of the Act, the Exchange seeks to
compete with other options exchanges for QCC Orders involving multiple
parties, including where there are multiple contra-parties. The
Exchange believes that this will be beneficial to participants because
allowing multiple contra-parties of at least 1,000 contracts should
foster competition for filling one side of a QCC Order and thereby
result in potentially better prices, as opposed to only allowing one
contra-party and, thereby requiring that contra-party to do a larger
size order which could result in a worse price for the trade.
B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does not believe that the proposed rule change will
impose any burden on competition not necessary or appropriate in
furtherance of the purposes of the Act. In fact, the proposal is
intended to relieve a burden on competition, which results from
different exchanges interpreting their rules differently. Among the
options exchanges, the Exchange believes that the proposal to allow
multiple contra-parties of at least 1,000 contracts should foster
competition for filling the contra-side of a QCC order and thereby
result in potentially better prices for such orders.
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
Because the foregoing proposed rule change does not significantly
affect the protection of investors or the public interest, does not
impose any significant burden on competition, and, by its terms, does
not 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) \9\ of the Act and Rule 19b-
4(f)(6) \10\ thereunder. The Exchange provided the Commission with
written notice of its intent to file the proposed rule change, along
with a brief description and text of the proposed rule change, at least
five business days prior to the date of filing the proposed rule
change.
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\9\ 15 U.S.C. 78s(b)(3)(A).
\10\ 17 CFR. 240.19b-4(f)(6).
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At any time within 60 days of the filing of the proposed rule
change, the Commission summarily may temporarily suspend such rule
change if it appears to the Commission that such action is necessary or
appropriate in the public interest, for the protection of investors, or
otherwise in furtherance of the purposes of the Act.
IV. Solicitation of Comments
Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:
Electronic Comments
Use the Commission's Internet comment form http://www.sec.gov/rules/sro.shtml ); or
Send an Email to [email protected]. Please include
File No. SR-Topaz-2013-19 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-Topaz-2013-19. 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 Commissions 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-Topaz-2013-19 and should be
submitted by January 21, 2014.
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\11\ 17 CFR 200.30-3(a)(12).
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\11\
Elizabeth M. Murphy,
Secretary.
[FR Doc. 2013-31227 Filed 12-30-13; 8:45 am]
BILLING CODE 8011-01-P