[Federal Register Volume 83, Number 208 (Friday, October 26, 2018)]
[Notices]
[Pages 54157-54161]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2018-23390]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-84465 File No. SR-ISE-2018-86]


Self-Regulatory Organizations; Nasdaq ISE, LLC; Notice of Filing 
and Immediate Effectiveness of Proposed Rule Change To Amend Rule 303 
(Approval To Operate Multiple Memberships)

October 22, 2018.
    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 October 10, 2018, Nasdaq ISE, LLC (``ISE'' or the ``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.
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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 proposes to amend Rule 303 (Approval to Operate 
Multiple Memberships).
    The text of the proposed rule change is available on the Exchange's 
website at http://ise.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

    The purpose of the proposed rule change is to amend Rule 303 to 
permit ISE, instead of ISE's Board of Directors (``Board''), to grant 
waivers to allow its members to operate multiple Primary Market Maker 
(``PMM'') Memberships \3\ and Competitive Market Maker (``CMM'') 
Memberships (together, ``Market Maker Memberships''). As explained 
below, the Exchange is seeking to streamline the process by which its 
members may be approved to operate multiple Market Maker Memberships 
(hereinafter, ``waiver process''). No changes to the Market Maker 
Membership structure itself are being contemplated by this rule change 
filing.
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    \3\ The term ``Membership'' refers to the trading privileges 
associated with PMM Rights, CMM Rights, and EAM Rights. See Rules 
100(a)(21) and 100(a)(31).
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Background
    PMM Rights and CMM Rights (together, ``Market Maker Rights'') are 
owned today by Exchange members or non-member owners (collectively, 
``holders'').\4\ This ownership interest

[[Page 54158]]

gives holders the ability to transfer or lease their Market Maker 
Rights to other members for trading pursuant to Rule 307 (Sale and 
Transfer of Market Maker Rights) or Rule 308 (Leasing Memberships), 
respectively. As such, the Exchange's rules provide holders with 
limited voting rights (in addition to the trading rights) to protect 
their ownership over these trading rights.\5\ This structure is a 
remnant of ISE's original membership structure, where the original 
Market Maker Rights provided the holders with an equity ownership 
interest in ISE as well as trading rights on the Exchange.\6\ Today, 
Market Maker Rights do not convey equity ownership in ISE, and the 
ownership and operation of trading rights associated with Market Maker 
Rights continue to exist separately. Despite this separation, ISE's 
rules still contain certain limited voting rights and restrictions 
related to the Market Maker Rights. The voting rights that remain in 
place today for the holders of Market Maker Rights are as follows: (i) 
The right to vote on any increase in the number of authorized PMM 
Rights or CMM Rights, which must be approved by the affirmative vote of 
the holders of at least a majority of the outstanding PMM Rights, 
voting as a class, and the affirmative vote of the holders of at least 
a majority of the outstanding CMM Rights, voting as a class (such 
voting rights, ``Core Rights''); \7\ and (ii) the right to vote on any 
amendments to ISE's LLC Agreement or By-Laws that would alter or change 
the powers, preferences, or special rights of one or more series of PMM 
Rights or CMM Rights, which must be approved by the holders of a 
majority of such PMM Rights or CMM Rights, as applicable.\8\ As noted 
above, these narrow voting rights exist today to protect the ownership 
interests associated with the Market Maker Rights (i.e., the ability to 
transfer or lease to other members for trading on ISE), whether as a 
safeguard against potential dilution in value as noted above, or as the 
right to vote on any impactful changes to ISE's governing documents 
that would alter the nature of their interests. Also, one limitation, 
which has existed without change since ISE's inception, is a mandatory 
cap that prohibits the holder or lessee of Market Maker Rights, 
together with any affiliates, from gaining ownership or voting rights 
in excess of 20% of the outstanding PMM Rights or CMM Rights, as 
applicable.\9\
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    \4\ ``Non-member owners'' are individuals and organizations that 
are not members of the Exchange or that are otherwise members, but 
do not seek to exercise trading privileges associated with such 
Market Maker Rights. See Rule 300(a). Non-member owners are required 
to lease the trading privileges associated with the Market Maker 
Rights (i.e., the Membership) to Exchange members. See Rule 300(b).
    \5\ As discussed more fully later in the filing, these voting 
rights are in paragraphs (d) and (e) of Rule 300.
    \6\ Under ISE's original membership structure, the original 
Market Maker Rights provided the holders with an equity ownership 
interest in ISE as well as trading rights on the Exchange. As such, 
those rights were transferable or leasable to approved persons or 
entities (i.e., Exchange members or non-member owners), subject to 
ownership and voting limitations, as well as concentration limits on 
exercising the trading rights associated with multiple Market Maker 
Rights. Additionally, the original Market Maker Rights conferred 
broader voting rights to protect the holder's equity interest, such 
as the right to vote on corporate actions like mergers or 
consolidations, and the right to vote on changes to the ownership 
structure of ISE like increasing the number of memberships in a 
class. From the beginning, the holders of EAM Rights had no equity 
interests in the Exchange and only had rights to trade on the 
Exchange. Those rights were not transferable by the holders, and 
could only be held by Exchange members. See Securities Exchange Act 
Release No. 42455 (February 24, 2000), 65 FR 11388 (March 2, 2000) 
(Order Granting Registration as a National Securities Exchange). ISE 
has since demutualized and reorganized, resulting in the separation 
of the two functions of Market Maker Rights. Today, equity ownership 
in ISE is held by ISE Holdings as the sole LLC member; the ownership 
and operation of trading rights associated with the Market Maker 
Rights (along with the ability to transfer or lease such rights) 
continue to exist separately, as held by member or non-member 
owners.
    \7\ See Rule 300(d). Presently, the number of outstanding PMM 
Rights and CMM Rights are 10 and 160, respectively. See Rule 
100(a)(13) and (46). Due to this limited number, the Core Rights 
effectively serve as a protection against the potential dilution of 
the value of the PMM and CMM Rights resulting from subsequent 
increases in the number of those rights.
    \8\ See Rule 300(e).
    \9\ See Supplementary Material .02 to Rule 303. The Exchange is 
not proposing any changes to the ownership and voting limitations.
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    In addition to the ownership and voting limitations, Rule 303(b) 
contains trading concentration limits that restrict an applicant or 
approved member, together with any affiliates, from operating more than 
one (1) PMM Membership or more than ten (10) CMM Memberships. Today, 
the Board may waive the limitations contained in this rule if it 
determines that good cause has been shown and such action is, in its 
judgment, in the best interests of the Exchange.\10\ The Board is not 
permitted, however, to waive this requirement if such waiver would 
result in the applicant or approved member (together with any of its 
affiliates) being approved to exercise trading privileges associated 
with more than 20% of the outstanding CMM Memberships.\11\ The 
foregoing limitations serve to minimize potential concerns arising from 
a member owning or operating multiple memberships, and the Commission 
has previously noted that a regulatory concern can arise if a member's 
interest in an exchange becomes so large as to cast doubt on whether 
the exchange can fairly and objectively exercise its self-regulatory 
responsibilities with respect to that member. For example, a member 
that directly or indirectly controls an exchange might be tempted to 
exercise that controlling influence by directing the exchange to 
refrain from diligently monitoring and surveilling the member's conduct 
or diligently enforcing its rules and the federal securities laws with 
respect to conduct by the member that violates such provisions.\12\
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    \10\ When making its determination whether good cause has been 
shown to waive the limitations contained in Rule 303(b), the Board 
will consider whether an operational, business or regulatory need to 
exceed the limits has been demonstrated. In those cases where such a 
need is demonstrated, the Board also will consider any operational, 
business or regulatory concerns that might be raised if such a 
waiver were granted. See Supplementary Material .01 to Rule 303.
    \11\ A similar strict 20% concentration cap was previously in 
place for operating multiple PMM Memberships, but the Exchange has 
over the years relaxed and later eliminated this strict cap. See 
Securities Exchange Act Release Nos. 53271 (February 10, 2006), 71 
FR 8625 (February 17, 2006) (SR-ISE-2005-46) (``2005 Proposal''); 
and 77410 (March 21, 2016), 81 FR 16248 (March 25, 2016) (SR-ISE-
2016-07) (``2016 Proposal''). In justifying the 2016 Proposal, the 
Exchange cited to other exchanges like CBOE and NYSE Arca that did 
not have mandatory caps on the number of issues or trading rights 
that could be allocated to their designated primary market-maker or 
lead market makers. See 2016 Proposal at 16249. It should also be 
noted that both CBOE and NYSE Arca provide for allocations to be 
done at the exchange, not board, level. See CBOE Rule 8.84 and NYSE 
Arca Rule 6.82-O.
    \12\ See 2005 Proposal at 8625 and 8626.
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    Rule 303 is implicated in the context of a transfer or lease of 
Market Maker Rights pursuant to Rule 307 (Sale and Transfer of Market 
Maker Rights) or Rule 308 (Leasing Memberships), respectively, and the 
approval of such transfer or lease would result in a member exceeding 
the limits contained in Rule 303(b) (i.e., the transfer or lease would 
result in the member operating more than 1 PMM Membership or more than 
10 CMM Memberships). The Exchange notes that a transfer or lease of 
Market Maker Rights can occur when an ISE Market Maker exits the 
options market making community, and thus ceases operating their Market 
Maker Membership, resulting in a decrease of the number of ISE Market 
Makers.\13\ In such cases, the Board may find it appropriate to waive 
the trading concentration limit in Rule 303(b) after determining that 
good cause has been shown and if doing so would be in the

[[Page 54159]]

best interest of the Exchange to allow, for instance, a qualified PMM 
to operate more than 1 PMM Membership. In making this determination, 
the Board would also take into account whether the waiver to allow a 
member to operate multiple Market Maker Memberships would enable the 
member to exercise direct or indirect control over ISE in a manner that 
would cast doubt on whether ISE can fairly and objectively exercise its 
self-regulatory responsibilities with respect to that member.\14\ In 
this respect, the Board serves as an independent check on potential 
undue influence concerns.
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    \13\ While Exchange receives applications for new ISE Market 
Makers as well, this decrease is parallel to the continued 
consolidation in the options market making community and resulting 
decrease in the number of market makers, which served as an impetus 
for the both the 2005 Proposal and 2016 Proposal as discussed in 
note 11 above.
    \14\ Pursuant to the Exchange's By-Laws, the Board is 
responsible for ensuring that the Exchange complies with its self-
regulatory obligations to protect investors, maintain fair and 
orderly markets, and advance the public interest. In carrying out 
this responsibility, the Board is further required to appoint a 
Regulatory Oversight Committee, composed solely of Board members 
each of whom must be a Public Director (i.e., has no material 
business relationship with a broker or dealer or with the Exchange 
or its affiliates) and an ``independent director'' as defined in 
Rule 5605 of the Rules of The Nasdaq Stock Market, LLC, to assist 
the Board in overseeing the adequacy and effectiveness of ISE's 
regulatory and self-regulatory responsibilities See Exchange By-Law 
Article III, Sections 3(b) and 5(c).
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Proposal
    The Exchange now proposes to amend Rule 303 to permit the Exchange 
to grant waivers to allow members to operate multiple Market Maker 
Memberships, instead of the Board. As such, the limitations on members 
exercising the trading privileges associated with more than one (1) PMM 
Membership or more than ten (10) CMM Memberships may be waived by the 
Exchange if the member shows good cause, which will be determined by 
the Exchange pursuant to the standards set forth in Supplementary 
Material .01 to Rule 303. The Exchange is not proposing any changes to 
the Market Maker Rights ownership structure itself, or to the 
Exchange's corporate governance by bringing the waiver authority from 
the Board to the Exchange. As proposed, holders will continue to have 
the ability to transfer or lease their rights to other members for 
trading on ISE as well as voting rights on certain limited matters to 
protect their ownership over these trading rights.\15\ Furthermore, the 
Market Maker Rights will still be subject to the same ownership, 
voting, and concentration limits in place today. Specifically, the 20% 
ownership and voting limitations in Supplementary Material .02 to Rule 
303 will remain under this proposal. The trading concentration limits 
in Rule 303(b), including the strict cap that prohibits the Board from 
approving a member to operate more than 20% of the outstanding CMM 
Memberships, will likewise remain under this proposal. The Exchange is 
only proposing to change the manner in which the 1 PMM Membership and 
10 CMM Membership concentration limits in Rule 303(b) may be waived 
(i.e., from the Board to the Exchange).
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    \15\ See notes 7 and 8 above, and accompanying text.
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    The Exchange believes that this change will help with the 
administration and application of Rule 303 by bringing the Exchange's 
membership transfer process more in line with other exchanges.\16\ The 
current practice often results in a long and lengthy process to 
organize a Board meeting to consider such applications, and the 
Exchange is concerned that there may be a deterioration of market 
quality in the interim. Furthermore, Exchange staff has been involved 
in all aspects of the waiver process through its work with the Board, 
including gathering and assessing relevant information on the member 
applying to operate multiple Market Maker Memberships for purposes of 
determining whether or not there is good cause shown under Rule 
303.\17\ Given that PMM and CMM Rights are, for all practical purposes, 
rights to trade on the Exchange as described above, the Exchange 
believes that the process in Rule 303, specifically making the 
determination whether good cause has been shown to waive the 
limitations in Rule 303(b) to allow a member to operate multiple 
trading privileges associated with a PMM or CMM Right, is a proper 
function of the Exchange. As noted above, the Exchange's proposal does 
not change the Market Maker Rights ownership structure, nor does it 
change the Exchange's governance. Holders will continue to have the 
same ability to transfer and lease their rights to other members for 
trading on ISE as well as voting rights on certain limited matters to 
protect their ownership over these trading rights.
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    \16\ See note 11 above. Furthermore, the Exchange notes that its 
affiliates, Phlx and BX, similarly allow for transfers of allocated 
options classes at the exchange, and not board, level. See Phlx Rule 
508, which requires exchange approval of any proposed agreement 
between specialists to transfer one or more options classes already 
allocated to a specialist. See also BX Chapter VII, Section 13(D), 
which governs requested transfers of options classes between BX lead 
market makers, and also provides for an exchange-driven process. On 
ISE, a Market Maker Membership manifests itself as a group of 
options classes allocated to the member, so a transfer of the 
membership is similar to the way transfers of options classes are 
handled on Phlx and BX.
    \17\ Specifically, Exchange staff, including from the options 
business team, market operations, and regulatory department, gather 
relevant information on the applicant member that includes the 
number of Market Maker Memberships that the member currently 
operates and other market quality data as appropriate. This 
information is then compiled into a report that is sent to the Board 
to assist them in making the good cause determination under Rule 
303.
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    The Exchange recognizes that allowing a member to operate multiple 
Market Maker Memberships could raise issues regarding concentration of 
market making expertise, including regulatory concerns around undue 
influence, as discussed above. In this regard, Rule 303 is still only 
an enabling rule. With the proposed change, the Exchange will still 
need to find good cause to approve any member to operate more than one 
PMM Membership or more than ten CMM Memberships, and could consider the 
number of Memberships already operated by the member in determining 
whether or not there is good cause shown. Thus, the Exchange will need 
to weigh each potential application on its own merits, balancing the 
potential benefits of allowing a member to exercise more than one PMM 
Memberships, or more than ten CMM Memberships, against any 
concentration concern.
    In addition, the Exchange's internal procedures will stipulate that 
all such determinations will be made in consultation with the 
Exchange's Chief Regulatory Officer (``CRO'').\18\ It is already the 
Exchange's current practice to involve the CRO as part of the waiver 
process in that the CRO weighs in on any regulatory concerns that could 
arise from a member operating multiple Market Maker Memberships, so the 
Exchange would effectively make current practice a requirement. 
Furthermore, the CRO reports directly to the Regulatory Oversight 
Committee (``ROC''), a Board committee composed solely of Public 
Directors that are also independent directors, and ultimately to the 
Board, on a regular basis.\19\ As proposed, to the extent any 
determinations are made under Rule 303(b), such determinations will be 
reported to the ROC and the Board on a regular basis. In addition, the 
Exchange's regulatory staff, which will continue to be involved in the 
waiver process, operates under the direction of

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the ROC, and works separately and independently from the Exchange's 
business units. Given the foregoing, the Exchange believes that the 
proposed process serves an appropriate independent safeguard in 
assessing and protecting against regulatory concerns around undue 
influence.
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    \18\ Specifically, Exchange staff, including regulatory staff, 
in consultation with the CRO, would make this determination based on 
relevant information on the applicant member, including the number 
of Memberships already operated by the member and other market 
quality data that the Exchange deems appropriate.
    \19\ See note 14 above. See also Nasdaq ISE By-Law Article IV, 
Section 7. The Board receives reports from the ROC during its 
regularly scheduled Board meetings, where the ROC members as well as 
the CRO are all present to answer any questions from the Board.
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    The Board will therefore still be informed of determinations made 
under Rule 303 under the proposed process through the CRO's regular 
reports to the ROC and will, through this process, review and assess 
against potential undue influence concerns.\20\ Accordingly, the 
Exchange believes that the Board will still have meaningful oversight 
notwithstanding the proposed changes to the waiver process itself. 
Ultimately, the Exchange believes that the proposed changes should 
significantly improve the flow and efficiency of the waiver process 
while retaining the regulatory independence of the waiver process 
through the both the ROC's and Board's oversight.
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    \20\ See notes 14 and 19 above, with accompanying text.
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2. Statutory Basis
    The Exchange believes that its proposal is consistent with Section 
6(b) of the Act,\21\ in general, and furthers the objectives of Section 
6(b)(5) of the Act,\22\ in particular, in that it is designed to 
promote just and equitable principles of trade, 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. As discussed above, the Exchange is not seeking to amend any 
of the rights or limitations associated with the Market Maker Rights 
ownership structure, or to Exchange's corporate governance by bringing 
the waiver authority from the Board to the Exchange. Overall, the 
proposed rule change is intended to streamline the Exchange's waiver 
process by allowing the Exchange, instead of the Board, to waive the 
trading concentration limits in Rule 303(b). As discussed above, the 
current practice often results in a long and lengthy process to 
organize a Board meeting to consider such applications, and the 
Exchange is concerned that there may be a deterioration of market 
quality in the interim. The Exchange views the waiver process as a 
proper function of the Exchange given that the PMM and CMM Rights are, 
for all practical purposes, rights to trade on the Exchange. 
Furthermore, the proposed changes will bring the Exchange's waiver 
process more in line with other exchanges, where the transfer of a 
market maker's allocated options classes are handled at the exchange, 
and not the board, level.\23\ As discussed above, Exchange staff, 
including regulatory staff, has been involved in all aspects of the 
waiver process through its work with the Board, and will continue to be 
involved by gathering and assessing relevant information on the member 
applying to operate multiple Market Maker Memberships for purposes of 
determining whether or not there is good cause shown under Rule 303. 
Furthermore, the CRO will be directly involved in all such 
determinations as described above, as is the case today, and will 
report to the ROC and Board on such matters. Accordingly, the Exchange 
believes that the proposed changes will help with the administration 
and application of Rule 303 while retaining the regulatory independence 
of the waiver process through both the ROC's and Board's oversight, as 
discussed above.
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    \21\ 15 U.S.C. 78f(b).
    \22\ 15 U.S.C. 78f(b)(5).
    \23\ See notes 11 and 16 above, with accompanying text.
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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. The proposed rule change is 
designed to streamline the waiver process for allowing a member to 
operate multiple Market Maker Memberships, and does not have a 
competitive effect. Furthermore, all similarly situated members will be 
subject to the same requirements and processes proposed hereunder.

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 \24\ and 
subparagraph (f)(6) of Rule 19b-4 thereunder.\25\
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    \24\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \25\ 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.
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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. 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 [email protected]. Please include 
File Number SR-ISE-2018-86 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-ISE-2018-86. 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 website (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 website viewing and printing in 
the Commission's Public

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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. Persons submitting comments are cautioned that we do 
not redact or edit personal identifying information from comment 
submissions. You should submit only information that you wish to make 
available publicly. All submissions should refer to File Number SR-ISE-
2018-86, and should be submitted on or before November 16, 2018.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\26\

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    \26\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-23390 Filed 10-25-18; 8:45 am]
 BILLING CODE 8011-01-P


