80_FR_40231 80 FR 40098 - Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change to Amend the Definition of Designated Retail Order in Nasdaq Rule 7018

80 FR 40098 - Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change to Amend the Definition of Designated Retail Order in Nasdaq Rule 7018

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 80, Issue 133 (July 13, 2015)

Page Range40098-40100
FR Document2015-16976

Federal Register, Volume 80 Issue 133 (Monday, July 13, 2015)
[Federal Register Volume 80, Number 133 (Monday, July 13, 2015)]
[Notices]
[Pages 40098-40100]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2015-16976]


-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-75375; File No. SR-NASDAQ-2015-066]


Self-Regulatory Organizations; The NASDAQ Stock Market LLC; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change to 
Amend the Definition of Designated Retail Order in Nasdaq Rule 7018

July 7, 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 June 24, 2015, The NASDAQ Stock Market LLC (``Nasdaq'' or the 
``Exchange'') filed with the Securities and Exchange Commission 
(``Commission'') the proposed rule change as described in in Items I 
and II below, which Items have been prepared by Nasdaq. 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

    Nasdaq proposes to amend the definition of ``Designated Retail 
Order'' in Nasdaq Rule 7018.
    The text of the proposed rule change is available at http://nasdaq.cchwallstreet.com/, at Nasdaq's principal office, 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, Nasdaq included statements 
concerning the purpose of, and basis for, the proposed rule change. The 
text of these statements may be examined at the places specified in 
Item IV below, and is set forth in Sections A, B, and C below.

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 definition of ``Designated 
Retail Order'' (``DRO'') in Nasdaq Rule 7018 in order to clarify it and 
make it more consistent with the definition of ``Retail Order'' as 
previously set forth in Nasdaq Rule 4780(a)(2) (eliminated by the 
recently approved SR-NASDAQ-2015-024), BATS Y-Exchange, Inc. (``BATS'') 
Rule 11.24(a)(2) \3\ and NYSE Arca, Inc. (``NYSE Arca'') Rule 
7.44(a)(3) \4\, as well as how it is defined in within the BATS Retail 
Member Organization Application Form (``BATS Form'').\5\ The Exchange 
will also update its Designated Retail Order Attestation form \6\ 
(``Attestation Form'') to be consistent with the proposed rule change. 
Pursuant to previous approvals, any and all members are required to 
submit a retail order attestation form to the specific exchange before 
submitting a retail order to that exchange.\7\
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    \3\ See BATS Rule 11.24(a)(2).
    \4\ See NYSE Arca Rule 7.44(a)(3).
    \5\ See http://cdn.batstrading.com/resources/membership/BYX_Retail_Member_Organization_Application.pdf.
    \6\ See http://www.nasdaqtrader.com/content/AdministrationSupport/AgreementsTrading/dro_eligibility_form.pdf.
    \7\ See e.g., Securities Exchange Act Release No. 69719 (June 7, 
2013), 78 FR 35656 (June 13, 2014) (SR-NASDAQ-2013-031); Securities 
Exchange Act Release No. 69643 (May 28, 2013), 78 FR 33136 (June 3, 
2014) (SR-BYX-2013-008); and Securities Exchange Act Release No. 
69513 (May 3, 2013), 78 FR 27261 (May 9, 2014) (SR-NYSE-2013-08).
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    As mentioned above, the proposed changes to the DRO definition in 
Nasdaq Rule 7018, as well as the corresponding changes to Nasdaq's 
Attestation Form, will be consistent with the recently eliminated 
Nasdaq Rule 4780 and in line with the revisions made by BATS to the 
BATS Form. Specifically, BATS updated its BATS Form to include three 
key elements: \8\ (1) To ensure that the order is a riskless principal 
order that meets the criteria of

[[Page 40099]]

FINRA Rule 5320.03; \9\ (2) to state that an order from a ``natural 
person'' can include orders on behalf of accounts that are held in a 
corporate legal form, such as an Individual Retirement Account 
(``IRA''), Corporation, or a Limited Liability Company (``LLC'') that 
has been established for the benefit of an individual or group of 
related family members, provided that the order is submitted by an 
individual; and (3) to include the standard that members have 
implemented policies and procedures that are reasonably designed to 
ensure that ``substantially all'' orders (rather than the previous 
standard that ``every order'') that are designated by the member as 
retail orders comply with these requirements. Nasdaq believes that 
inclusion in the DRO definition of an individual making the decision 
even if the account is held in corporate legal form qualifies as a 
``non-controversial'' rule change under Rule 19b-4(f)(6) and is not a 
significant change from existing rules on other exchanges.
---------------------------------------------------------------------------

    \8\ Supra note 5.
    \9\ See FINRA Rule 5320.03 (the riskless principal exception to 
the ``Prohibition Against Trading Ahead of Customer Orders'' FINRA 
rule).
---------------------------------------------------------------------------

    Consequently, Nasdaq will amend Nasdaq Rule 7018 to reflect the 
changes to the definition of DRO discussed above and amend its 
Attestation Form accordingly.
2. Statutory Basis
    Nasdaq believes that its proposal is consistent with the 
requirements of the Act and the rules and regulations thereunder that 
are applicable to a national securities exchange, and, in particular, 
with the requirements of Section 6(b) of the Act.\10\ In particular, 
the Exchange believes the proposed change furthers the objectives of 
Section 6(b)(5) of the Act,\11\ in that 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 facilitating transactions in securities, and to 
remove impediments to and perfect the mechanism of a free and open 
market and a national market system.
---------------------------------------------------------------------------

    \10\ 15 U.S.C. 78f(b).
    \11\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Exchange also believes that the proposed rule change to amend 
and clarify the definition of DRO in Nasdaq Rule 7018 is consistent 
with these principles because it would remove impediments to and 
perfects the mechanism of a free and open market and a national market 
system, as well as increases competition among execution venues and 
encourages additional liquidity. Specifically, the amended DRO 
definition is consistent with Nasdaq Rule 4780(a)(2) (eliminated by the 
recently approved SR-NASDAQ-2015-024), NYSE Arca Rule 7.44(a)(3) and 
BATS Rule 11.24(a)(2), and as defined in the BATS Form.\12\ As BATS has 
done with its BATS Form, the Exchange's proposed rule change amending 
the DRO definition will be more inclusive and benefits the individual 
investor who places his or her money into accounts that are held in a 
corporate legal form (e.g., an IRA, Corporation, or an LLC that has 
been established for the benefit of an individual or group of related 
family members), provided that the order has been submitted by an 
individual. As a result, the price discovery is enhanced as more retail 
investors will have the opportunity to avail themselves of DROs. Under 
the current rule and attestation, only a small segment of the retail 
market is included. The proposed rule change widens the net and affords 
more retail investors and their broker-dealers that route these orders 
greater opportunities.
---------------------------------------------------------------------------

    \12\ Supra note 5.
---------------------------------------------------------------------------

    Further, although the change from ``every order'' to 
``substantially all orders'' slightly reduces the monitoring risk 
placed on broker-dealers, the Exchange believes that this slightly 
lower burden will encourage and provide reasonable incentives for 
retail-focused broker-dealers to route retail orders to the Exchange 
for the benefit of the price discovery process and for all market 
participants with enhanced retail liquidity and trading opportunities.
    The Exchange believes that the amended DRO definition increases 
competition among execution venues and encourages additional liquidity 
by incentivizing more DROs to be routed to the Exchange, which will 
bring additional liquidity onto the Exchange. Additionally, the 
proposed rule change will improve the markets and create a more 
competitive environment, as well as bring more order flow, which, in 
turn, enhances the price discovery process on the Exchange. The 
Exchange believes that the transparency and competitiveness of the 
proposed rule change will result in better prices for retail investors.
    The Exchange also believes that the proposed rule change is 
consistent with these principles in that it creates a financial 
incentive to bring more than just retail order flow from individual or 
joint ownership accounts to the public market. The proposed rule change 
also encourages retail order flow that is in other forms of account 
registration employed by retail investors (as is the case with an IRA), 
which broadens it beyond just basic retail order flow. It also includes 
order flow from members that use other forms of account registration 
for tax reasons, retirement or pension savings, for families and other 
related retail investors.
    Nasdaq also believes that the proposed rule change to the 
definition of DRO in Nasdaq Rule 7018 qualifies as a ``non-
controversial'' rule change under Rule 19b-4(f)(6) because it is not 
novel and serves to put the Exchange on equal footing with BATS. It 
simply recognizes that an order from a ``natural person'' may include 
orders based on an individual making the decision (rather than an 
algorithm), even if the account is held in an IRA, Corporation, or an 
LLC that has been established for the benefit of an individual or group 
of related family members. Nasdaq further believes that inclusion in 
the DRO definition of an individual making the decision even if the 
account is held in corporate legal form qualifies as a ``non-
controversial'' rule change under Rule 19b-4(f)(6) and is not a 
significant change from existing rules on other exchanges. The Exchange 
believes that this proposed rule change and the proposed rule change to 
modify the standard that members have implemented policies and 
procedures that are reasonably designed to ensure that ``substantially 
all'' rather than ``every'' order are minor enough changes to qualify 
the filing as non-controversial, which is consistent with previous 
approvals.
    For the above reasons, Nasdaq believes the proposed rule change is 
consistent with the requirements of Section 6(b)(5) of the Act.\13\
---------------------------------------------------------------------------

    \13\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange 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. The Exchange 
believes that competition improves by incentivizing more DROs to be 
routed to the Exchange, which will bring additional liquidity onto the 
Exchange as well. The definition of DRO, as amended, will improve the 
markets and create a more competitive environment, as well as bring 
more order flow and, therefore, more market makers onto the Exchange to 
provide liquidity and compete with robust competitive markets.

[[Page 40100]]

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received from Members, Participants, or Others

    Written comments were neither solicited nor 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) of the Act \14\ and 
subparagraph (f)(6) of Rule 19b-4 thereunder.\15\
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    \14\ 15 U.S.C. 78s(b)(3)(a)(ii).
    \15\ 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, along 
with a brief description and text of 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.
---------------------------------------------------------------------------

    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. The Exchange has 
provided the Commission 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 of the proposed rule change.

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-NASDAQ-2015-066 on the subject line.

Paper Comments

     Send paper comments in triplicate to Secretary, Securities 
and Exchange Commission, Station Place, 100 F Street NE., Washington, 
DC 20549-1090.
    All submissions should refer to File Number SR-NASDAQ-2015-066. 
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 Nasdaq. 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-2015-066 and 
should be submitted on or before August 3, 2015.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\16\
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    \16\ 17 CFR 200.30-3(a)(12).
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Brent J. Fields,
Secretary.
[FR Doc. 2015-16976 Filed 7-10-15; 8:45 am]
 BILLING CODE 8011-01-P



                                                    40098                           Federal Register / Vol. 80, No. 133 / Monday, July 13, 2015 / Notices

                                                    of BrokerCheck. While such suggestions                   Reference Room, 100 F Street, NE.,                      II. Self-Regulatory Organization’s
                                                    are beyond the scope of this proposal,                   Washington, DC 20549, on official                       Statement of the Purpose of, and
                                                    FINRA intends to continue to consider                    business days between the hours of                      Statutory Basis for, the Proposed Rule
                                                    ways to increase investor knowledge                      10:00 a.m. and 3:00 p.m. Copies of the                  Change
                                                    and usage of BrokerCheck.                                filing also will be available for                          In its filing with the Commission,
                                                                                                             inspection and copying at the principal                 Nasdaq included statements concerning
                                                    III. Date of Effectiveness of the
                                                                                                             office of FINRA. All comments received                  the purpose of, and basis for, the
                                                    Proposed Rule Change and Timing for
                                                                                                             will be posted without change; the                      proposed rule change. The text of these
                                                    Commission Action
                                                                                                             Commission does not edit personal                       statements may be examined at the
                                                       Within 45 days of the date of                         identifying information from
                                                    publication of this notice in the Federal                                                                        places specified in Item IV below, and
                                                                                                             submissions. You should submit only                     is set forth in Sections A, B, and C
                                                    Register or within such longer period                    information that you wish to make
                                                    up to 90 days (i) as the Commission may                                                                          below.
                                                                                                             available publicly. All submissions
                                                    designate if it finds such longer period                 should refer to File Number SR–FINRA–                   A. Self-Regulatory Organization’s
                                                    to be appropriate and publishes its                      2015–022 and should be submitted on                     Statement of the Purpose of, and
                                                    reasons for so finding or (ii) as to which               or before August 3, 2015.                               Statutory Basis for, the Proposed Rule
                                                    the self-regulatory organization                                                                                 Change
                                                                                                               For the Commission, by the Division of
                                                    consents, the Commission will:                           Trading and Markets, pursuant to delegated
                                                       A. by order approve or disapprove                                                                             1. Purpose
                                                                                                             authority.42
                                                    such proposed rule change, or                                                                                       The Exchange proposes to amend the
                                                                                                             Brent J. Fields,
                                                       B. institute proceedings to determine                                                                         definition of ‘‘Designated Retail Order’’
                                                    whether the proposed rule change                         Secretary.
                                                                                                                                                                     (‘‘DRO’’) in Nasdaq Rule 7018 in order
                                                    should be disapproved.                                   [FR Doc. 2015–16978 Filed 7–10–15; 8:45 am]
                                                                                                                                                                     to clarify it and make it more consistent
                                                                                                             BILLING CODE 8011–01–P                                  with the definition of ‘‘Retail Order’’ as
                                                    IV. Solicitation of Comments
                                                                                                                                                                     previously set forth in Nasdaq Rule
                                                      Interested persons are invited to                                                                              4780(a)(2) (eliminated by the recently
                                                    submit written data, views, and                          SECURITIES AND EXCHANGE
                                                                                                                                                                     approved SR–NASDAQ–2015–024),
                                                    arguments concerning the foregoing,                      COMMISSION
                                                                                                                                                                     BATS Y-Exchange, Inc. (‘‘BATS’’) Rule
                                                    including whether the proposed rule                                                                              11.24(a)(2) 3 and NYSE Arca, Inc.
                                                                                                             [Release No. 34–75375; File No. SR–
                                                    change is consistent with the Act.                       NASDAQ–2015–066]                                        (‘‘NYSE Arca’’) Rule 7.44(a)(3) 4, as well
                                                    Comments may be submitted by any of                                                                              as how it is defined in within the BATS
                                                    the following methods:                                   Self-Regulatory Organizations; The                      Retail Member Organization
                                                    Electronic Comments                                      NASDAQ Stock Market LLC; Notice of                      Application Form (‘‘BATS Form’’).5 The
                                                                                                             Filing and Immediate Effectiveness of                   Exchange will also update its
                                                      • Use the Commission’s Internet                        Proposed Rule Change to Amend the                       Designated Retail Order Attestation
                                                    comment form (http://www.sec.gov/                        Definition of Designated Retail Order in                form 6 (‘‘Attestation Form’’) to be
                                                    rules/sro.shtml); or                                     Nasdaq Rule 7018
                                                      • Send an email to rule-comments@                                                                              consistent with the proposed rule
                                                    sec.gov. Please include File Number SR–                                                                          change. Pursuant to previous approvals,
                                                                                                             July 7, 2015.
                                                    FINRA–2015–022 on the subject line.                                                                              any and all members are required to
                                                                                                                Pursuant to Section 19(b)(1) of the                  submit a retail order attestation form to
                                                    Paper Comments                                           Securities Exchange Act of 1934                         the specific exchange before submitting
                                                                                                             (‘‘Act’’),1 and Rule 19b–4 thereunder,2                 a retail order to that exchange.7
                                                      • Send paper comments in triplicate                    notice is hereby given that on June 24,
                                                    to Secretary, Securities and Exchange                                                                               As mentioned above, the proposed
                                                                                                             2015, The NASDAQ Stock Market LLC                       changes to the DRO definition in
                                                    Commission, 100 F Street, NE.,                           (‘‘Nasdaq’’ or the ‘‘Exchange’’) filed with
                                                    Washington, DC 20549–1090.                                                                                       Nasdaq Rule 7018, as well as the
                                                                                                             the Securities and Exchange                             corresponding changes to Nasdaq’s
                                                      All submissions should refer to File                   Commission (‘‘Commission’’) the
                                                    Number SR–FINRA–2015–022. This file                                                                              Attestation Form, will be consistent
                                                                                                             proposed rule change as described in in                 with the recently eliminated Nasdaq
                                                    number should be included on the                         Items I and II below, which Items have
                                                    subject line if email is used. To help the                                                                       Rule 4780 and in line with the revisions
                                                                                                             been prepared by Nasdaq. The                            made by BATS to the BATS Form.
                                                    Commission process and review your                       Commission is publishing this notice to
                                                    comments more efficiently, please use                                                                            Specifically, BATS updated its BATS
                                                                                                             solicit comments on the proposed rule                   Form to include three key elements: 8 (1)
                                                    only one method. The Commission will                     change from interested persons.
                                                    post all comments on the Commission’s                                                                            To ensure that the order is a riskless
                                                    Internet Web site (http://www.sec.gov/                   I. Self-Regulatory Organization’s                       principal order that meets the criteria of
                                                    rules/sro.shtml). Copies of the                          Statement of the Terms of Substance of
                                                                                                                                                                       3 See  BATS Rule 11.24(a)(2).
                                                    submission, all subsequent                               the Proposed Rule Change
                                                                                                                                                                       4 See  NYSE Arca Rule 7.44(a)(3).
                                                    amendments, all written statements                          Nasdaq proposes to amend the                            5 See http://cdn.batstrading.com/resources/
                                                    with respect to the proposed rule                        definition of ‘‘Designated Retail Order’’               membership/BYX_Retail_Member_Organization_
                                                    change that are filed with the                           in Nasdaq Rule 7018.                                    Application.pdf.
                                                                                                                                                                        6 See http://www.nasdaqtrader.com/content/
                                                    Commission, and all written
asabaliauskas on DSK5VPTVN1PROD with NOTICES




                                                                                                                The text of the proposed rule change
                                                                                                                                                                     AdministrationSupport/AgreementsTrading/dro_
                                                    communications relating to the                           is available at http://                                 eligibility_form.pdf.
                                                    proposed rule change between the                         nasdaq.cchwallstreet.com/, at Nasdaq’s                     7 See e.g., Securities Exchange Act Release No.
                                                    Commission and any person, other than                    principal office, and at the                            69719 (June 7, 2013), 78 FR 35656 (June 13, 2014)
                                                    those that may be withheld from the                      Commission’s Public Reference Room.                     (SR–NASDAQ–2013–031); Securities Exchange Act
                                                    public in accordance with the                                                                                    Release No. 69643 (May 28, 2013), 78 FR 33136
                                                                                                                                                                     (June 3, 2014) (SR–BYX–2013–008); and Securities
                                                    provisions of 5 U.S.C. 552, will be                           42 17 CFR 200.30–3(a)(12).                         Exchange Act Release No. 69513 (May 3, 2013), 78
                                                    available for Web site viewing and                            1 15 U.S.C. 78s(b)(1).                             FR 27261 (May 9, 2014) (SR–NYSE–2013–08).
                                                    printing in the Commission’s Public                           2 17 CFR 240.19b–4.                                   8 Supra note 5.




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                                                                                    Federal Register / Vol. 80, No. 133 / Monday, July 13, 2015 / Notices                                                40099

                                                    FINRA Rule 5320.03; 9 (2) to state that                  DRO definition is consistent with                         employed by retail investors (as is the
                                                    an order from a ‘‘natural person’’ can                   Nasdaq Rule 4780(a)(2) (eliminated by                     case with an IRA), which broadens it
                                                    include orders on behalf of accounts                     the recently approved SR–NASDAQ–                          beyond just basic retail order flow. It
                                                    that are held in a corporate legal form,                 2015–024), NYSE Arca Rule 7.44(a)(3)                      also includes order flow from members
                                                    such as an Individual Retirement                         and BATS Rule 11.24(a)(2), and as                         that use other forms of account
                                                    Account (‘‘IRA’’), Corporation, or a                     defined in the BATS Form.12 As BATS                       registration for tax reasons, retirement
                                                    Limited Liability Company (‘‘LLC’’) that                 has done with its BATS Form, the                          or pension savings, for families and
                                                    has been established for the benefit of                  Exchange’s proposed rule change                           other related retail investors.
                                                    an individual or group of related family                 amending the DRO definition will be
                                                                                                                                                                          Nasdaq also believes that the
                                                    members, provided that the order is                      more inclusive and benefits the
                                                                                                                                                                       proposed rule change to the definition
                                                    submitted by an individual; and (3) to                   individual investor who places his or
                                                                                                                                                                       of DRO in Nasdaq Rule 7018 qualifies as
                                                    include the standard that members have                   her money into accounts that are held
                                                                                                                                                                       a ‘‘non-controversial’’ rule change under
                                                    implemented policies and procedures                      in a corporate legal form (e.g., an IRA,
                                                                                                             Corporation, or an LLC that has been                      Rule 19b-4(f)(6) because it is not novel
                                                    that are reasonably designed to ensure                                                                             and serves to put the Exchange on equal
                                                    that ‘‘substantially all’’ orders (rather                established for the benefit of an
                                                                                                             individual or group of related family                     footing with BATS. It simply recognizes
                                                    than the previous standard that ‘‘every
                                                                                                             members), provided that the order has                     that an order from a ‘‘natural person’’
                                                    order’’) that are designated by the
                                                                                                             been submitted by an individual. As a                     may include orders based on an
                                                    member as retail orders comply with
                                                                                                             result, the price discovery is enhanced                   individual making the decision (rather
                                                    these requirements. Nasdaq believes
                                                                                                             as more retail investors will have the                    than an algorithm), even if the account
                                                    that inclusion in the DRO definition of
                                                                                                             opportunity to avail themselves of                        is held in an IRA, Corporation, or an
                                                    an individual making the decision even
                                                                                                             DROs. Under the current rule and                          LLC that has been established for the
                                                    if the account is held in corporate legal
                                                                                                             attestation, only a small segment of the                  benefit of an individual or group of
                                                    form qualifies as a ‘‘non-controversial’’
                                                                                                             retail market is included. The proposed                   related family members. Nasdaq further
                                                    rule change under Rule 19b–4(f)(6) and
                                                                                                             rule change widens the net and affords                    believes that inclusion in the DRO
                                                    is not a significant change from existing
                                                                                                             more retail investors and their broker-                   definition of an individual making the
                                                    rules on other exchanges.
                                                                                                             dealers that route these orders greater                   decision even if the account is held in
                                                       Consequently, Nasdaq will amend
                                                                                                             opportunities.                                            corporate legal form qualifies as a ‘‘non-
                                                    Nasdaq Rule 7018 to reflect the changes
                                                                                                                Further, although the change from                      controversial’’ rule change under Rule
                                                    to the definition of DRO discussed
                                                                                                             ‘‘every order’’ to ‘‘substantially all                    19b–4(f)(6) and is not a significant
                                                    above and amend its Attestation Form
                                                                                                             orders’’ slightly reduces the monitoring                  change from existing rules on other
                                                    accordingly.
                                                                                                             risk placed on broker-dealers, the                        exchanges. The Exchange believes that
                                                    2. Statutory Basis                                       Exchange believes that this slightly                      this proposed rule change and the
                                                       Nasdaq believes that its proposal is                  lower burden will encourage and                           proposed rule change to modify the
                                                    consistent with the requirements of the                  provide reasonable incentives for retail-                 standard that members have
                                                    Act and the rules and regulations                        focused broker-dealers to route retail                    implemented policies and procedures
                                                    thereunder that are applicable to a                      orders to the Exchange for the benefit of                 that are reasonably designed to ensure
                                                    national securities exchange, and, in                    the price discovery process and for all                   that ‘‘substantially all’’ rather than
                                                    particular, with the requirements of                     market participants with enhanced                         ‘‘every’’ order are minor enough changes
                                                    Section 6(b) of the Act.10 In particular,                retail liquidity and trading                              to qualify the filing as non-
                                                    the Exchange believes the proposed                       opportunities.                                            controversial, which is consistent with
                                                                                                                The Exchange believes that the                         previous approvals.
                                                    change furthers the objectives of Section
                                                                                                             amended DRO definition increases                             For the above reasons, Nasdaq
                                                    6(b)(5) of the Act,11 in that it is designed
                                                                                                             competition among execution venues                        believes the proposed rule change is
                                                    to prevent fraudulent and manipulative
                                                                                                             and encourages additional liquidity by                    consistent with the requirements of
                                                    acts and practices, to promote just and
                                                                                                             incentivizing more DROs to be routed to                   Section 6(b)(5) of the Act.13
                                                    equitable principles of trade, to foster
                                                                                                             the Exchange, which will bring
                                                    cooperation and coordination with
                                                                                                             additional liquidity onto the Exchange.                   B. Self-Regulatory Organization’s
                                                    persons engaged in facilitating
                                                                                                             Additionally, the proposed rule change                    Statement on Burden on Competition
                                                    transactions in securities, and to remove
                                                                                                             will improve the markets and create a
                                                    impediments to and perfect the                                                                                        The Exchange does not believe that
                                                                                                             more competitive environment, as well
                                                    mechanism of a free and open market                                                                                the proposed rule change will result in
                                                                                                             as bring more order flow, which, in
                                                    and a national market system.                            turn, enhances the price discovery                        any burden on competition that is not
                                                       The Exchange also believes that the                   process on the Exchange. The Exchange                     necessary or appropriate in furtherance
                                                    proposed rule change to amend and                        believes that the transparency and                        of the purposes of the Act. The
                                                    clarify the definition of DRO in Nasdaq                  competitiveness of the proposed rule                      Exchange believes that competition
                                                    Rule 7018 is consistent with these                       change will result in better prices for                   improves by incentivizing more DROs to
                                                    principles because it would remove                       retail investors.                                         be routed to the Exchange, which will
                                                    impediments to and perfects the                             The Exchange also believes that the                    bring additional liquidity onto the
                                                    mechanism of a free and open market                      proposed rule change is consistent with                   Exchange as well. The definition of
                                                    and a national market system, as well as                 these principles in that it creates a                     DRO, as amended, will improve the
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                                                    increases competition among execution                    financial incentive to bring more than                    markets and create a more competitive
                                                    venues and encourages additional                         just retail order flow from individual or                 environment, as well as bring more
                                                    liquidity. Specifically, the amended                     joint ownership accounts to the public                    order flow and, therefore, more market
                                                                                                             market. The proposed rule change also                     makers onto the Exchange to provide
                                                      9 See FINRA Rule 5320.03 (the riskless principal
                                                                                                             encourages retail order flow that is in                   liquidity and compete with robust
                                                    exception to the ‘‘Prohibition Against Trading
                                                    Ahead of Customer Orders’’ FINRA rule).                  other forms of account registration                       competitive markets.
                                                      10 15 U.S.C. 78f(b).
                                                      11 15 U.S.C. 78f(b)(5).                                     12 Supra   note 5.                                     13 15   U.S.C. 78f(b)(5).



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                                                    40100                            Federal Register / Vol. 80, No. 133 / Monday, July 13, 2015 / Notices

                                                    C. Self-Regulatory Organization’s                         Paper Comments                                            SECURITIES AND EXCHANGE
                                                    Statement on Comments on the                                                                                        COMMISSION
                                                    Proposed Rule Change Received from                           • Send paper comments in triplicate
                                                                                                              to Secretary, Securities and Exchange                     [Release No. 34–75374; File No. SR–BOX–
                                                    Members, Participants, or Others                                                                                    2015–22]
                                                                                                              Commission, Station Place, 100 F Street
                                                      Written comments were neither
                                                    solicited nor received.                                   NE., Washington, DC 20549–1090.                           Self-Regulatory Organizations; BOX
                                                                                                                 All submissions should refer to File                   Options Exchange LLC; Notice of
                                                    III. Date of Effectiveness of the                         Number SR–NASDAQ–2015–066. This                           Filing of Proposed Rule Change to
                                                    Proposed Rule Change and Timing for                                                                                 Implement the Governance Provisions
                                                                                                              file number should be included on the
                                                    Commission Action                                                                                                   of an Equity Rights Program
                                                                                                              subject line if email is used. To help the
                                                       Because the foregoing proposed rule                    Commission process and review your
                                                    change does not: (i) significantly affect                                                                           July 7, 2015.
                                                                                                              comments more efficiently, please use                        Pursuant to Section 19(b)(1) of the
                                                    the protection of investors or the public                 only one method. The Commission will
                                                    interest; (ii) impose any significant                                                                               Securities Exchange Act of 1934 (the
                                                                                                              post all comments on the Commission’s                     ‘‘Act’’) 1 and Rule 19b-4 thereunder,2
                                                    burden on competition; and (iii) become
                                                                                                              Internet Web site http://www.sec.gov/                     notice is hereby given that, on June 25,
                                                    operative for 30 days from the date on
                                                                                                              rules/sro.shtml.                                          2015, BOX Options Exchange LLC (the
                                                    which it was filed, or such shorter time
                                                    as the Commission may designate, it has                      Copies of the submission, all                          ‘‘Exchange’’) filed with the Securities
                                                    become effective pursuant to Section                      subsequent amendments, all written                        and Exchange Commission (the
                                                    19(b)(3)(A)(ii) of the Act 14 and                         statements with respect to the proposed                   ‘‘Commission’’) the proposed rule
                                                    subparagraph (f)(6) of Rule 19b–4                         rule change that are filed with the                       change as described in Items I, II, and
                                                    thereunder.15                                             Commission, and all written                               III below, which Items have been
                                                       At any time within 60 days of the                      communications relating to the                            prepared by the self-regulatory
                                                    filing of the proposed rule change, the                   proposed rule change between the                          organization. The Commission is
                                                    Commission summarily may                                  Commission and any person, other than                     publishing this notice to solicit
                                                    temporarily suspend such rule change if                   those that may be withheld from the                       comments on the proposed rule change
                                                    it appears to the Commission that such                                                                              from interested persons.
                                                                                                              public in accordance with the
                                                    action is: (i) necessary or appropriate in                provisions of 5 U.S.C. 552, will be                       I. Self-Regulatory Organization’s
                                                    the public interest; (ii) for the protection                                                                        Statement of the Terms of the Substance
                                                                                                              available for Web site viewing and
                                                    of investors; or (iii) otherwise in                                                                                 of the Proposed Rule Change
                                                                                                              printing in the Commission’s Public
                                                    furtherance of the purposes of the Act.
                                                    If the Commission takes such action, the                  Reference Room, 100 F Street, NE.,                           The Exchange proposes to implement
                                                    Commission shall institute proceedings                    Washington, DC 20549, on official                         the governance provisions of an equity
                                                    to determine whether the proposed rule                    business days between the hours of                        rights program (the ‘‘VPR Program’’).
                                                    should be approved or disapproved. The                    10:00 a.m. and 3:00 p.m. Copies of the                    Upon Commission approval of the
                                                    Exchange has provided the Commission                      filing also will be available for                         proposed rule change, BOX Holdings
                                                    written notice of its intent to file the                  inspection and copying at the principal                   Group LLC (‘‘Holdings’’), an affiliate of
                                                    proposed rule change, along with a brief                  office of Nasdaq. All comments received                   the Exchange and direct parent entity of
                                                    description and text of the proposed                      will be posted without change; the                        BOX Market LLC, a facility of the
                                                    rule change, at least five business days                  Commission does not edit personal                         Exchange (‘‘BOX’’), proposes to amend
                                                    prior to the date of filing of the                        identifying information from                              the existing Limited Liability Company
                                                    proposed rule change.                                     submissions. You should submit only                       Agreement of Holdings (the ‘‘Holdings
                                                                                                              information that you wish to make                         LLC Agreement’’) by adopting an
                                                    IV. Solicitation of Comments                                                                                        Amended and Restated Limited
                                                                                                              available publicly.
                                                      Interested persons are invited to                                                                                 Liability Company Agreement of
                                                    submit written data, views, and                              All submissions should refer to File                   Holdings (the ‘‘Restated Holdings LLC
                                                    arguments concerning the foregoing,                       Number SR–NASDAQ–2015–066 and                             Agreement’’). There are no other
                                                    including whether the proposed rule                       should be submitted on or before                          proposed changes to any rule text. The
                                                    change is consistent with the Act.                        August 3, 2015.                                           text of the proposed rule change is
                                                      Comments may be submitted by any                          For the Commission, by the Division of                  available from the principal office of the
                                                    of the following methods:                                 Trading and Markets, pursuant to delegated                Exchange, at the Commission’s Public
                                                    Electronic Comments                                       authority.16                                              Reference Room and also on the
                                                                                                              Brent J. Fields,                                          Exchange’s Internet Web site at http://
                                                      • Use the Commission’s Internet                                                                                   boxexchange.com.
                                                    comment form (http://www.sec.gov/                         Secretary.
                                                    rules/sro.shtml); or                                      [FR Doc. 2015–16976 Filed 7–10–15; 8:45 am]               II. Self-Regulatory Organization’s
                                                      • Send an email to rule-comments@                       BILLING CODE 8011–01–P                                    Statement of the Purpose of, and
                                                    sec.gov. Please include File Number                                                                                 Statutory Basis for, the Proposed Rule
                                                      SR–NASDAQ–2015–066 on the                                                                                         Change
                                                    subject line.                                                                                                          In its filing with the Commission, the
asabaliauskas on DSK5VPTVN1PROD with NOTICES




                                                                                                                                                                        self-regulatory organization included
                                                      14 15 U.S.C. 78s(b)(3)(a)(ii).
                                                      15 17  CFR 240.19b–4(f)(6). In addition, Rule 19b–
                                                                                                                                                                        statements concerning the purpose of,
                                                    4(f)(6) requires a self-regulatory organization to give                                                             and basis for, the proposed rule change
                                                    the Commission written notice of its intent to file                                                                 and discussed any comments it received
                                                    the proposed rule change, along with a brief                                                                        on the proposed rule change. The text
                                                    description and text of the proposed rule change,
                                                    at least five business days prior to the date of filing
                                                                                                                                                                        of these statements may be examined at
                                                    of the proposed rule change, or such shorter time
                                                                                                                                                                          1 15   U.S.C. 78s(b)(1).
                                                    as designated by the Commission. The Exchange
                                                    has satisfied this requirement.                                16 17   CFR 200.30–3(a)(12).                           2 17   CFR 240.19b–4.



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Document Created: 2018-02-23 09:17:39
Document Modified: 2018-02-23 09:17:39
CategoryRegulatory Information
CollectionFederal Register
sudoc ClassAE 2.7:
GS 4.107:
AE 2.106:
PublisherOffice of the Federal Register, National Archives and Records Administration
SectionNotices
FR Citation80 FR 40098 

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