80_FR_41267 80 FR 41133 - Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change to the Designated Liquidity Provider Program Under Rule 7018(i)

80 FR 41133 - Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change to the Designated Liquidity Provider Program Under Rule 7018(i)

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 80, Issue 134 (July 14, 2015)

Page Range41133-41136
FR Document2015-17167

Federal Register, Volume 80 Issue 134 (Tuesday, July 14, 2015)
[Federal Register Volume 80, Number 134 (Tuesday, July 14, 2015)]
[Notices]
[Pages 41133-41136]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2015-17167]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-75389; File No. SR- NASDAQ-2015-071]


Self-Regulatory Organizations; The NASDAQ Stock Market LLC; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change to 
the Designated Liquidity Provider Program Under Rule 7018(i)

July 8, 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 July 1, 2015, The NASDAQ Stock Market LLC (``NASDAQ'' or 
``Exchange'') filed with the Securities and Exchange Commission 
(``Commission'') the proposed rule change as described in Items I, II, 
and III, below, which Items have been prepared by the 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 the Designated Liquidity Provider 
(``DLP'') program under Rule 7018(i).
    The text of the proposed rule change is available on the Exchange's 
Web site at http://nasdaq.cchwallstreet.com, at the principal office of 
the Exchange, and at the Commission's Public Reference Room.

[[Page 41134]]

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 Exchange is proposing to make the following changes to the DLP 
program under Rule 7018(i): (1) Move the program rules from Rule 7018 
to Rule 7014; (2) change the name of the program to the Lead Market 
Maker program; (3) add clarifying rule text; (4) shorten the notice 
period required before a market maker may withdraw as a DLP; and (5) 
provide additional flexibility to NASDAQ on the application of the 
minimum performance measurements under subparagraph (2) of the rule. 
The DLP program provides fees and credits for execution of a Qualified 
Security by one of its DLPs. Rule 7018(i)(1) defines Qualified Security 
as an exchange-traded fund or index-linked security listed on NASDAQ 
pursuant to NASDAQ Rules 5705, 5710, or 5720 that has at least one DLP. 
As defined in Rule 7018(i)(2), a DLP is a registered NASDAQ market 
maker for a Qualified Security that has committed to maintain specified 
minimum performance standards. The rule provides that a DLP shall be 
selected by NASDAQ based on factors including, but not limited to, 
experience with making markets in exchange-traded funds and index-
linked securities, adequacy of capital, willingness to promote NASDAQ 
as a marketplace, issuer preference, operational capacity, support 
personnel, and history of adherence to NASDAQ rules and securities 
laws. Moreover, the rule permits NASDAQ to limit the number of DLPs in 
a security, or modify a previously established limit, upon prior 
written notice to members.
    NASDAQ is proposing to move the rule from Rule 7018, which concerns 
fees and credits for execution and routing of orders entered on NASDAQ, 
to Rule 7014, which concerns NASDAQ's market quality incentive 
programs. NASDAQ adopted the DLP program as a pricing incentive program 
for market makers in certain exchange traded products. The DLP program 
is designed to improve market quality in Qualified Securities by 
providing credits to market makers in return for providing certain 
levels of market-improving quoting in those securities. As such, the 
Exchange believes that it is more appropriate to locate the rules 
relating to the program under Rule 7014, along with other market 
quality incentive programs.
    The Exchange is also proposing to amend Rule 7018(i)(2) to provide 
NASDAQ additional flexibility in the application of the four 
performance measurements under the rule. Rule 7018(i)(2) sets forth 
four minimum performance measurements that a market maker must achieve 
to be considered a DLP, which are applied to market makers at the 
conclusion of each month to determine if their contribution to market 
quality in an individual Qualified Security meets or exceeds the 
minimum performance measurements. The minimum performance measurements 
may be determined from time to time by NASDAQ and may vary depending on 
the price, liquidity, and volatility of the Qualified Security in which 
the DLP is registered. Under the rule, the performance standards must 
include the percent of time at the national best bid (best offer) 
(``NBBO''), the percent of executions better than the NBBO, the average 
displayed size, and the average quoted spread. NASDAQ has flexibility 
to modify the specific levels of the performance measurements in an 
individual Qualified Security in response to changes in the market in 
price, volatility and liquidity, or NASDAQ may set a uniform level for 
a particular minimum performance measurement applied to all Qualified 
Securities. The Exchange is proposing to amend Rule 7018(i)(2) so that 
it is no longer required to consider all four factors in its minimum 
performance criteria, but rather provide the Exchange flexibility to 
apply one or more of the factors. NASDAQ notes that such additional 
flexibility will enable the Exchange to further tailor eligibility for 
the incentive program based on overall market conditions, applying only 
the criteria needed to improve market quality. In this regard, NASDAQ 
notes that the desired improvement in market quality may be achieved in 
certain instances by applying fewer than all four of the minimum 
performance measurements. In some cases, applying all four minimum 
performance measurements may require setting one or more of the 
measures so low as to allow all market makers to qualify under those 
measures, thus rendering those measures superfluous.
    The Exchange is adding new language to make it clear that it will 
provide written notice of the criteria to market participants. This 
notice will describe the specific criteria applicable under the program 
for the upcoming month so market participants can understand how to 
qualify for credits. The description will include not only the criteria 
applicable but also the standard under each criteria or combination of 
criteria. Such clarifying language will help market participants 
understand how changes to the minimum performance measurements will be 
communicated, thereby providing further transparency into the operation 
of the program.
    NASDAQ will also use the specific criteria described in the notice 
to measure performance under the program, and to make changes to 
improve that performance. For example, if after studying performance 
under a given set of criteria, NASDAQ determines that performance 
greatly exceeds the criteria, NASDAQ will have a solid basis for 
increasing the requirements. Alternatively, if this review reveals that 
a criteria is yielding no improvement to performance, NASDAQ will then 
have a basis to select an alternative criteria and to so notify market 
makers of the change.
    The Exchange is also shortening the amount of prior written notice 
that a DMM must provide to NASDAQ when it wishes to withdraw its 
registration in a Qualified Security from 30 days to 5 days. 
Historically, the Exchange needed at least 30 days to process the de-
registration of a DMM in a Qualified Security. Improvements to the 
Exchange's systems and processes have now made it possible for the 
Exchange to process such de-registrations with 5 days' notice.
    Lastly, NASDAQ is changing the name of the program to the ``Lead 
Market Maker program'' and is, accordingly, changing references to 
``Designated Liquidity Providers'' and ``DLPs'' to ``Lead Market 
Makers'' and ``LMMs,'' respectively. NASDAQ believes that the term Lead 
Market Maker is more descriptive of who is eligible for the program 
(i.e., market makers), as opposed to a Designated Liquidity Provider, 
which could lead a market participant to believe that any market 
participant is eligible to qualify for the program. NASDAQ notes that 
the proposed change in terminology does not impact the operation of the 
program, but rather merely clarifies and

[[Page 41135]]

harmonizes the terminology used with the terminology used for similar 
programs of other exchanges. For example, The BATS Exchange, Inc. has a 
Lead Market Maker program, which provides its market makers with lower 
fees for removing liquidity and higher credits for providing liquidity 
if they meet certain performance standards in certain exchange-traded 
products.\3\ NASDAQ believes that harmonizing the terminology with that 
of other exchanges will promote clarity in its rules and may help to 
avoid potential market participant confusion over the differing 
terminology.
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    \3\ BATS Rule 11.8(e).
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2. Statutory Basis
    NASDAQ believes that the proposed rule change is consistent with 
the provisions of Section 6 of the Act,\4\ in general, and with 
Sections 6(b)(4) and 6(b)(5) of the Act,\5\ in particular, in that it 
provides for the equitable allocation of reasonable dues, fees and 
other charges among members and issuers and other persons using any 
facility or system which NASDAQ operates or controls, and is designed 
to prevent fraudulent and manipulative acts and practices, to promote 
just and equitable principles of trade, to foster cooperation and 
coordination with persons engaged in regulating, clearing, settling, 
processing information with respect to, and facilitating transactions 
in securities, to remove impediments to and perfect the mechanism of a 
free and open market and a national market system, and, in general, to 
protect investors and the public interest; and are not designed to 
permit unfair discrimination between customers, issuers, brokers, or 
dealers.
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    \4\ 15 U.S.C. 78f.
    \5\ 15 U.S.C. 78f(b)(4) and (5).
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    The Exchange believes that the proposed change in the terminology 
applied to the program further perfects the mechanism of a free and 
open market and a national market system, and, in general, to promotes 
public interest because it harmonizes NASDAQ's program's terminology 
with the terminology of other markets that offer similar programs to 
their market participants. NASDAQ believes that the proposed new 
terminology is more reflective of who is eligible to participate in the 
program. As such, the Exchange believes that the proposed change will 
avoid potential market participant confusion over the scope and nature 
of the program. Similarly, the Exchange believes that moving the rules 
of the program to the rule section that contains other market 
improvement programs will avoid potential market participant confusion 
and helps NASDAQ further refine its rulebook to make it more 
understandable and accessible to all market participants. The Exchange 
believes that adding clarifying language concerning notice of changes 
to the minimum performance measurements is consistent with the Act 
because it will promote transparency in the operation and requirements 
of the program. The Exchange believes that reducing the notice 
requirement is consistent with further perfecting the mechanism of a 
free and open market and a national market system because it lessens 
the time that a DLP must remain registered in a Qualified Security once 
it makes the determination to de-register.
    The proposed change providing NASDAQ additional flexibility in 
applying the minimum performance measurements will allow NASDAQ to more 
closely tailor eligibility for the beneficial fees and credits of the 
program based on the level of improvement to the market NASDAQ 
determines is desired. In this regard, in certain instances the desired 
improvement in market quality may be achieved by applying fewer than 
all four of the minimum performance measurements, including applying 
just one, two or three of them. Accordingly, allowing the Exchange to 
apply less than all four of the minimum performance measurements will 
not negatively impact the public interest or investor protection. The 
Exchange notes that the minimum standards that NASDAQ sets for a 
Qualified Security apply to all market makers registered in the 
security, and therefore, all such market makers that elect to provide 
the level of market-improving behavior required by the program will 
receive the credit. The Exchange also believes that the proposed 
additional flexibility in applying the minimum performance measurements 
will not permit unfair discrimination among market makers, as the 
measurements are set based on the Exchange's determination of what 
beneficial activity, and the amount thereof, in a Qualified Security is 
needed to achieve the desired improvement to market quality.
    The Exchange believes that the proposed change to provide NASDAQ 
with additional flexibility in applying the four minimum performance 
measurements is consistent with an equitable allocation of a reasonable 
fee because NASDAQ will always apply at least one factor, which will 
require a market maker to improve the market over other market makers 
in a Qualified Security in order to receive reduced fees and increased 
credits. In addition, whatever combination of criteria NASDAQ imposes 
will applied equally to all market markers. It is NASDAQ's belief that 
the revised program will promote competition among market maker to 
provide the best markets for investors, even where that competition 
focuses on just one of the four criteria. NASDAQ believes that as it 
gains experience with the program, it will be able to apply each 
criteria and combination of criteria to maximize this competition and 
benefit to investors. Moreover, credit eligibility is not discretionary 
under the program. Any market maker that meets the specified criteria 
will receive the credit.

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

    The Exchange does not believe that the proposed rule changes will 
result in any burden on competition that is not necessary or 
appropriate in furtherance of the purposes of the Act, as amended. 
Specifically, the changes are designed to promote clarity in the 
application of NASDAQ's rules and to provide NASDAQ flexibility in the 
application of the qualification requirements of an incentive program, 
which is designed to improve the market in Qualified Securities on 
NASDAQ. Such changes do not place a burden on competition between 
market participants as the changes are applied consistently to all 
participants. Lastly, the proposed change to provide NASDAQ with 
greater flexibility in applying the four minimum performance measures 
may actually promote competition among exchanges to the extent the 
additional flexibility results in improved market quality on NASDAQ.

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 \6\ and

[[Page 41136]]

subparagraph (f)(6) of Rule 19b-4 thereunder.\7\ 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.
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    \6\ 15 U.S.C. 78s(b)(3)(a)(iii).
    \7\ 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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IV. Solicitation of Comments

    Interested persons are invited to submit written data, views and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the Act. Comments may be submitted by any of 
the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to rule-comments@sec.gov. Please include 
File Number SR-NASDAQ-2015-071 on the subject line.

Paper Comments

     Send paper comments in triplicate to Secretary, Securities 
and Exchange Commission, 100 F Street NE., Washington, DC 20549-1090.

All submissions should refer to File Number SR-NASDAQ-2015-071. This 
file number should be included on the subject line if email is used. To 
help the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all 
written statements with respect to the proposed rule change that are 
filed with the Commission, and all written communications relating to 
the proposed rule change between the Commission and any person, other 
than those that may be withheld from the public in accordance with the 
provisions of 5 U.S.C. 552, will be available for Web site viewing and 
printing in the Commission's Public Reference Room, 100 F Street NE., 
Washington, DC 20549, on official business days between the hours of 
10:00 a.m. and 3:00 p.m. Copies of the filing also will be available 
for inspection and copying at the principal office of the Exchange. All 
comments received will be posted without change; the Commission does 
not edit personal identifying information from submissions. You should 
submit only information that you wish to make available publicly. All 
submissions should refer to File Number SR-NASDAQ-2015-071 and should 
be submitted on or before August 4, 2015.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\8\
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    \8\ 17 CFR 200.30-3(a)(12).
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Brent J. Fields,
Secretary.
[FR Doc. 2015-17167 Filed 7-13-15; 8:45 am]
 BILLING CODE 8011-01-P



                                                                                      Federal Register / Vol. 80, No. 134 / Tuesday, July 14, 2015 / Notices                                                       41133

                                                    (B) Self-Regulatory Organization’s                         III. Date of Effectiveness of the                           inspection and copying at the principal
                                                    Statement on Burden on Competition                         Proposed Rule Change and Timing for                         office of the Exchange. All comments
                                                      The Exchange does not believe that                       Commission Action                                           received will be posted without change;
                                                    the proposed rule change will impose                          The foregoing rule change has become                     the Commission does not edit personal
                                                    any burden on competition not                              effective pursuant to Section 19(b)(3)(A)                   identifying information from
                                                    necessary or appropriate in furtherance                    of the Act 19 and paragraph (f) of Rule                     submissions. You should submit only
                                                    of the purposes of the Act.                                19b–4 thereunder.20 At any time within                      information that you wish to make
                                                                                                               60 days of the filing of the proposed rule                  available publicly. All submissions
                                                    Physical Connectivity                                                                                                  should refer to File Number SR–EDGX–
                                                                                                               change, the Commission summarily may
                                                       As discussed above, the Exchange                        temporarily suspend such rule change if                     2015–29 and should be submitted on or
                                                    believes that fees for connectivity are                    it appears to the Commission that such                      before August 4, 2015.
                                                    constrained by the robust competition                      action is necessary or appropriate in the                     For the Commission, by the Division of
                                                    for order flow among exchanges and                         public interest, for the protection of                      Trading and Markets, pursuant to delegated
                                                    non-exchange markets. Further,                             investors, or otherwise in furtherance of                   authority.21
                                                    excessive fees for connectivity,                           the purposes of the Act.
                                                    including port fee access, would serve                                                                                 Brent J. Fields,
                                                    to impair an exchange’s ability to                         IV. Solicitation of Comments                                Secretary.
                                                    compete for order flow rather than                           Interested persons are invited to                         [FR Doc. 2015–17171 Filed 7–13–15; 8:45 am]
                                                    burdening competition. The proposal to                     submit written data, views, and                             BILLING CODE 8011–01–P
                                                    increase the fees for physical                             arguments concerning the foregoing,
                                                    connectivity would bring the fees                          including whether the proposed rule
                                                    charged by the Exchange closer to                          change is consistent with the Act.                          SECURITIES AND EXCHANGE
                                                    similar fees charged for physical                          Comments may be submitted by any of                         COMMISSION
                                                    connectivity by other exchanges.18 In                      the following methods:
                                                    addition, the proposal to pass through
                                                                                                               Electronic Comments                                         [Release No. 34–75389; File No. SR-
                                                    cross-connect installation related                                                                                     NASDAQ–2015–071]
                                                    expenses serves as an alternative to the                     • Use the Commission’s Internet
                                                    flat installation fees charged by the                      comment form (http://www.sec.gov/
                                                                                                                                                                           Self-Regulatory Organizations; The
                                                    Exchange’s primary competitors.                            rules/sro.shtml); or
                                                                                                                 • Send an email to rule-comments@                         NASDAQ Stock Market LLC; Notice of
                                                       Lastly, the proposed rule change does                                                                               Filing and Immediate Effectiveness of
                                                    not impose any burden on intramarket                       sec.gov. Please include File Number SR–
                                                                                                               EDGX–2015–29 on the subject line.                           Proposed Rule Change to the
                                                    competition as the fees are uniform for
                                                                                                                                                                           Designated Liquidity Provider Program
                                                    all Members and non-Members. The                           Paper Comments                                              Under Rule 7018(i)
                                                    Exchange notes that Members and non-
                                                    Members also have the ability to obtain                       • Send paper comments in triplicate
                                                                                                                                                                           July 8, 2015.
                                                    access to these services without the                       to Brent J. Fields, Secretary, Securities
                                                    need for an independent physical port                      and Exchange Commission, 100 F Street                          Pursuant to Section 19(b)(1) of the
                                                    connection, such as through alternative                    NE., Washington, DC 20549–1090.                             Securities Exchange Act of 1934
                                                    means of financial extranets and service                   All submissions should refer to File                        (‘‘Act’’) 1 and Rule 19b–4 thereunder,2
                                                    bureaus that act as a conduit for orders                   Number SR–EDGX–2015–29. This file                           notice is hereby given that, on July 1,
                                                    entered by Members and non-Members.                        number should be included on the                            2015, The NASDAQ Stock Market LLC
                                                                                                               subject line if email is used. To help the                  (‘‘NASDAQ’’ or ‘‘Exchange’’) filed with
                                                    MidPoint Match Volume Tier                                 Commission process and review your                          the Securities and Exchange
                                                      The Exchange does not believe that its                   comments more efficiently, please use                       Commission (‘‘Commission’’) the
                                                    proposal to delete the MidPoint Match                      only one method. The Commission will                        proposed rule change as described in
                                                    Tier will impose any burden on                             post all comments on the Commission’s                       Items I, II, and III, below, which Items
                                                    competition. As stated above, no                           Internet Web site (http://www.sec.gov/                      have been prepared by the Exchange.
                                                    Member currently satisfies the tier’s                      rules/sro.shtml). Copies of the                             The Commission is publishing this
                                                    criteria and the Exchange is proposing                     submission, all subsequent                                  notice to solicit comments on the
                                                    to remove it to avoid investor confusion                   amendments, all written statements                          proposed rule change from interested
                                                    as the functionality necessary to achieve                  with respect to the proposed rule                           persons.
                                                    the tier is to be discontinued before the                  change that are filed with the
                                                    end of July 2015. Therefore, the                           Commission, and all written                                 I. Self-Regulatory Organization’s
                                                    Exchange believes deleting the                             communications relating to the                              Statement of the Terms of Substance of
                                                    MidPoint Match Tier will have no                           proposed rule change between the                            the Proposed Rule Change
                                                    impact on competition.                                     Commission and any person, other than
                                                                                                               those that may be withheld from the                            The Exchange proposes to amend the
                                                    (C) Self-Regulatory Organization’s                         public in accordance with the                               Designated Liquidity Provider (‘‘DLP’’)
                                                    Statement on Comments on the                               provisions of 5 U.S.C. 552, will be                         program under Rule 7018(i).
                                                    Proposed Rule Change Received From                         available for Web site viewing and                             The text of the proposed rule change
                                                    Members, Participants or Others                                                                                        is available on the Exchange’s Web site
asabaliauskas on DSK5VPTVN1PROD with NOTICES




                                                                                                               printing in the Commission’s Public
                                                      The Exchange has not solicited, and                      Reference Room, 100 F Street NE.,                           at http://nasdaq.cchwallstreet.com, at
                                                    does not intend to solicit, comments on                    Washington, DC 20549, on official                           the principal office of the Exchange, and
                                                    this proposed rule change. The                             business days between the hours of                          at the Commission’s Public Reference
                                                    Exchange has not received any                              10:00 a.m. and 3:00 p.m. Copies of the                      Room.
                                                    unsolicited written comments from                          filing will also be available for
                                                    Members or other interested parties.                                                                                     21 17 CFR 200.30–3(a)(12).
                                                                                                                    19 15 U.S.C. 78s(b)(3)(A).                               1 15 U.S.C. 78s(b)(1).
                                                      18 See   supra note 16.                                       20 17 CFR 240.19b–4(f).                                  2 17 CFR 240.19b–4.




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                                                    41134                           Federal Register / Vol. 80, No. 134 / Tuesday, July 14, 2015 / Notices

                                                    II. Self-Regulatory Organization’s                       NASDAQ’s market quality incentive                     measurements may require setting one
                                                    Statement of the Purpose of, and                         programs. NASDAQ adopted the DLP                      or more of the measures so low as to
                                                    Statutory Basis for, the Proposed Rule                   program as a pricing incentive program                allow all market makers to qualify under
                                                    Change                                                   for market makers in certain exchange                 those measures, thus rendering those
                                                       In its filing with the Commission, the                traded products. The DLP program is                   measures superfluous.
                                                    Exchange included statements                             designed to improve market quality in                    The Exchange is adding new language
                                                    concerning the purpose of and basis for                  Qualified Securities by providing                     to make it clear that it will provide
                                                    the proposed rule change and discussed                   credits to market makers in return for                written notice of the criteria to market
                                                    any comments it received on the                          providing certain levels of market-                   participants. This notice will describe
                                                    proposed rule change. The text of these                  improving quoting in those securities.                the specific criteria applicable under the
                                                    statements may be examined at the                        As such, the Exchange believes that it is             program for the upcoming month so
                                                    places specified in Item IV below. The                   more appropriate to locate the rules                  market participants can understand how
                                                    Exchange has prepared summaries, set                     relating to the program under Rule 7014,              to qualify for credits. The description
                                                    forth in sections A, B, and C below, of                  along with other market quality                       will include not only the criteria
                                                    the most significant aspects of such                     incentive programs.                                   applicable but also the standard under
                                                    statements.                                                 The Exchange is also proposing to                  each criteria or combination of criteria.
                                                                                                             amend Rule 7018(i)(2) to provide                      Such clarifying language will help
                                                    A. Self-Regulatory Organization’s                                                                              market participants understand how
                                                                                                             NASDAQ additional flexibility in the
                                                    Statement of the Purpose of, and                                                                               changes to the minimum performance
                                                    Statutory Basis for, the Proposed Rule                   application of the four performance
                                                                                                                                                                   measurements will be communicated,
                                                    Change                                                   measurements under the rule. Rule
                                                                                                                                                                   thereby providing further transparency
                                                                                                             7018(i)(2) sets forth four minimum
                                                    1. Purpose                                                                                                     into the operation of the program.
                                                                                                             performance measurements that a                          NASDAQ will also use the specific
                                                       The Exchange is proposing to make                     market maker must achieve to be                       criteria described in the notice to
                                                    the following changes to the DLP                         considered a DLP, which are applied to                measure performance under the
                                                    program under Rule 7018(i): (1) Move                     market makers at the conclusion of each               program, and to make changes to
                                                    the program rules from Rule 7018 to                      month to determine if their contribution              improve that performance. For example,
                                                    Rule 7014; (2) change the name of the                    to market quality in an individual                    if after studying performance under a
                                                    program to the Lead Market Maker                         Qualified Security meets or exceeds the               given set of criteria, NASDAQ
                                                    program; (3) add clarifying rule text; (4)               minimum performance measurements.                     determines that performance greatly
                                                    shorten the notice period required                       The minimum performance                               exceeds the criteria, NASDAQ will have
                                                    before a market maker may withdraw as                    measurements may be determined from                   a solid basis for increasing the
                                                    a DLP; and (5) provide additional                        time to time by NASDAQ and may vary                   requirements. Alternatively, if this
                                                    flexibility to NASDAQ on the                             depending on the price, liquidity, and                review reveals that a criteria is yielding
                                                    application of the minimum                               volatility of the Qualified Security in               no improvement to performance,
                                                    performance measurements under                           which the DLP is registered. Under the                NASDAQ will then have a basis to
                                                    subparagraph (2) of the rule. The DLP                    rule, the performance standards must                  select an alternative criteria and to so
                                                    program provides fees and credits for                    include the percent of time at the                    notify market makers of the change.
                                                    execution of a Qualified Security by one                 national best bid (best offer) (‘‘NBBO’’),               The Exchange is also shortening the
                                                    of its DLPs. Rule 7018(i)(1) defines                     the percent of executions better than the             amount of prior written notice that a
                                                    Qualified Security as an exchange-                       NBBO, the average displayed size, and                 DMM must provide to NASDAQ when
                                                    traded fund or index-linked security                     the average quoted spread. NASDAQ                     it wishes to withdraw its registration in
                                                    listed on NASDAQ pursuant to                             has flexibility to modify the specific                a Qualified Security from 30 days to 5
                                                    NASDAQ Rules 5705, 5710, or 5720 that                    levels of the performance measurements                days. Historically, the Exchange needed
                                                    has at least one DLP. As defined in Rule                 in an individual Qualified Security in                at least 30 days to process the de-
                                                    7018(i)(2), a DLP is a registered                        response to changes in the market in                  registration of a DMM in a Qualified
                                                    NASDAQ market maker for a Qualified                      price, volatility and liquidity, or                   Security. Improvements to the
                                                    Security that has committed to maintain                  NASDAQ may set a uniform level for a                  Exchange’s systems and processes have
                                                    specified minimum performance                            particular minimum performance                        now made it possible for the Exchange
                                                    standards. The rule provides that a DLP                  measurement applied to all Qualified                  to process such de-registrations with 5
                                                    shall be selected by NASDAQ based on                     Securities. The Exchange is proposing to              days’ notice.
                                                    factors including, but not limited to,                   amend Rule 7018(i)(2) so that it is no                   Lastly, NASDAQ is changing the
                                                    experience with making markets in                        longer required to consider all four                  name of the program to the ‘‘Lead
                                                    exchange-traded funds and index-linked                   factors in its minimum performance                    Market Maker program’’ and is,
                                                    securities, adequacy of capital,                         criteria, but rather provide the Exchange             accordingly, changing references to
                                                    willingness to promote NASDAQ as a                       flexibility to apply one or more of the               ‘‘Designated Liquidity Providers’’ and
                                                    marketplace, issuer preference,                          factors. NASDAQ notes that such                       ‘‘DLPs’’ to ‘‘Lead Market Makers’’ and
                                                    operational capacity, support personnel,                 additional flexibility will enable the                ‘‘LMMs,’’ respectively. NASDAQ
                                                    and history of adherence to NASDAQ                       Exchange to further tailor eligibility for            believes that the term Lead Market
                                                    rules and securities laws. Moreover, the                 the incentive program based on overall                Maker is more descriptive of who is
                                                    rule permits NASDAQ to limit the                         market conditions, applying only the                  eligible for the program (i.e., market
asabaliauskas on DSK5VPTVN1PROD with NOTICES




                                                    number of DLPs in a security, or modify                  criteria needed to improve market                     makers), as opposed to a Designated
                                                    a previously established limit, upon                     quality. In this regard, NASDAQ notes                 Liquidity Provider, which could lead a
                                                    prior written notice to members.                         that the desired improvement in market                market participant to believe that any
                                                       NASDAQ is proposing to move the                       quality may be achieved in certain                    market participant is eligible to qualify
                                                    rule from Rule 7018, which concerns                      instances by applying fewer than all                  for the program. NASDAQ notes that the
                                                    fees and credits for execution and                       four of the minimum performance                       proposed change in terminology does
                                                    routing of orders entered on NASDAQ,                     measurements. In some cases, applying                 not impact the operation of the program,
                                                    to Rule 7014, which concerns                             all four minimum performance                          but rather merely clarifies and


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                                                                                       Federal Register / Vol. 80, No. 134 / Tuesday, July 14, 2015 / Notices                                            41135

                                                    harmonizes the terminology used with                      programs will avoid potential market                  and increased credits. In addition,
                                                    the terminology used for similar                          participant confusion and helps                       whatever combination of criteria
                                                    programs of other exchanges. For                          NASDAQ further refine its rulebook to                 NASDAQ imposes will applied equally
                                                    example, The BATS Exchange, Inc. has                      make it more understandable and                       to all market markers. It is NASDAQ’s
                                                    a Lead Market Maker program, which                        accessible to all market participants.                belief that the revised program will
                                                    provides its market makers with lower                     The Exchange believes that adding                     promote competition among market
                                                    fees for removing liquidity and higher                    clarifying language concerning notice of              maker to provide the best markets for
                                                    credits for providing liquidity if they                   changes to the minimum performance                    investors, even where that competition
                                                    meet certain performance standards in                     measurements is consistent with the Act               focuses on just one of the four criteria.
                                                    certain exchange-traded products.3                        because it will promote transparency in               NASDAQ believes that as it gains
                                                    NASDAQ believes that harmonizing the                      the operation and requirements of the                 experience with the program, it will be
                                                    terminology with that of other                            program. The Exchange believes that                   able to apply each criteria and
                                                    exchanges will promote clarity in its                     reducing the notice requirement is                    combination of criteria to maximize this
                                                    rules and may help to avoid potential                     consistent with further perfecting the                competition and benefit to investors.
                                                    market participant confusion over the                     mechanism of a free and open market                   Moreover, credit eligibility is not
                                                    differing terminology.                                    and a national market system because it               discretionary under the program. Any
                                                                                                              lessens the time that a DLP must remain               market maker that meets the specified
                                                    2. Statutory Basis
                                                                                                              registered in a Qualified Security once               criteria will receive the credit.
                                                       NASDAQ believes that the proposed                      it makes the determination to de-
                                                    rule change is consistent with the                        register.                                             B. Self-Regulatory Organization’s
                                                    provisions of Section 6 of the Act,4 in                      The proposed change providing                      Statement on Burden on Competition
                                                    general, and with Sections 6(b)(4) and                    NASDAQ additional flexibility in                         The Exchange does not believe that
                                                    6(b)(5) of the Act,5 in particular, in that               applying the minimum performance                      the proposed rule changes will result in
                                                    it provides for the equitable allocation                  measurements will allow NASDAQ to                     any burden on competition that is not
                                                    of reasonable dues, fees and other                        more closely tailor eligibility for the               necessary or appropriate in furtherance
                                                    charges among members and issuers and                     beneficial fees and credits of the                    of the purposes of the Act, as amended.
                                                    other persons using any facility or                       program based on the level of                         Specifically, the changes are designed to
                                                    system which NASDAQ operates or                           improvement to the market NASDAQ                      promote clarity in the application of
                                                    controls, and is designed to prevent                      determines is desired. In this regard, in             NASDAQ’s rules and to provide
                                                    fraudulent and manipulative acts and                      certain instances the desired                         NASDAQ flexibility in the application
                                                    practices, to promote just and equitable                  improvement in market quality may be                  of the qualification requirements of an
                                                    principles of trade, to foster cooperation                achieved by applying fewer than all four              incentive program, which is designed to
                                                    and coordination with persons engaged                     of the minimum performance                            improve the market in Qualified
                                                    in regulating, clearing, settling,                        measurements, including applying just                 Securities on NASDAQ. Such changes
                                                    processing information with respect to,                   one, two or three of them. Accordingly,               do not place a burden on competition
                                                    and facilitating transactions in                          allowing the Exchange to apply less
                                                                                                                                                                    between market participants as the
                                                    securities, to remove impediments to                      than all four of the minimum
                                                                                                                                                                    changes are applied consistently to all
                                                    and perfect the mechanism of a free and                   performance measurements will not
                                                                                                                                                                    participants. Lastly, the proposed
                                                    open market and a national market                         negatively impact the public interest or
                                                                                                                                                                    change to provide NASDAQ with
                                                    system, and, in general, to protect                       investor protection. The Exchange notes
                                                                                                                                                                    greater flexibility in applying the four
                                                    investors and the public interest; and                    that the minimum standards that
                                                                                                                                                                    minimum performance measures may
                                                    are not designed to permit unfair                         NASDAQ sets for a Qualified Security
                                                                                                                                                                    actually promote competition among
                                                    discrimination between customers,                         apply to all market makers registered in
                                                                                                                                                                    exchanges to the extent the additional
                                                    issuers, brokers, or dealers.                             the security, and therefore, all such
                                                       The Exchange believes that the                                                                               flexibility results in improved market
                                                                                                              market makers that elect to provide the
                                                    proposed change in the terminology                        level of market-improving behavior                    quality on NASDAQ.
                                                    applied to the program further perfects                   required by the program will receive the              C. Self-Regulatory Organization’s
                                                    the mechanism of a free and open                          credit. The Exchange also believes that               Statement on Comments on the
                                                    market and a national market system,                      the proposed additional flexibility in                Proposed Rule Change Received From
                                                    and, in general, to promotes public                       applying the minimum performance                      Members, Participants, or Others
                                                    interest because it harmonizes                            measurements will not permit unfair
                                                    NASDAQ’s program’s terminology with                       discrimination among market makers, as                  No written comments were either
                                                    the terminology of other markets that                     the measurements are set based on the                 solicited or received.
                                                    offer similar programs to their market                    Exchange’s determination of what                      III. Date of Effectiveness of the
                                                    participants. NASDAQ believes that the                    beneficial activity, and the amount                   Proposed Rule Change and Timing for
                                                    proposed new terminology is more                          thereof, in a Qualified Security is                   Commission Action
                                                    reflective of who is eligible to                          needed to achieve the desired
                                                    participate in the program. As such, the                  improvement to market quality.                          Because the foregoing proposed rule
                                                    Exchange believes that the proposed                          The Exchange believes that the                     change does not: (i) Significantly affect
                                                    change will avoid potential market                        proposed change to provide NASDAQ                     the protection of investors or the public
                                                                                                              with additional flexibility in applying               interest; (ii) impose any significant
asabaliauskas on DSK5VPTVN1PROD with NOTICES




                                                    participant confusion over the scope
                                                    and nature of the program. Similarly,                     the four minimum performance                          burden on competition; and (iii) become
                                                    the Exchange believes that moving the                     measurements is consistent with an                    operative for 30 days from the date on
                                                    rules of the program to the rule section                  equitable allocation of a reasonable fee              which it was filed, or such shorter time
                                                    that contains other market improvement                    because NASDAQ will always apply at                   as the Commission may designate, it has
                                                                                                              least one factor, which will require a                become effective pursuant to Section
                                                      3 BATS  Rule 11.8(e).                                   market maker to improve the market                    19(b)(3)(A)(iii) of the Act 6 and
                                                      4 15 U.S.C. 78f.                                        over other market makers in a Qualified
                                                      5 15 U.S.C. 78f(b)(4) and (5).                          Security in order to receive reduced fees               6 15   U.S.C. 78s(b)(3)(a)(iii).



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                                                    41136                            Federal Register / Vol. 80, No. 134 / Tuesday, July 14, 2015 / Notices

                                                    subparagraph (f)(6) of Rule 19b–4                         Washington, DC 20549, on official                           Jefferson, Latimer, Mayes, Okfuskee,
                                                    thereunder.7 At any time within 60 days                   business days between the hours of                          Okmulgee, Pushmataha, Stephens,
                                                    of the filing of the proposed rule change,                10:00 a.m. and 3:00 p.m. Copies of the                      Tulsa
                                                    the Commission summarily may                              filing also will be available for                         Contiguous Counties: (Economic Injury
                                                    temporarily suspend such rule change if                   inspection and copying at the principal                        Loans Only):
                                                    it appears to the Commission that such                    office of the Exchange. All comments                        Oklahoma: Creek, Delaware, Osage,
                                                    action is: (i) Necessary or appropriate in                received will be posted without change;                        Pawnee
                                                    the public interest; (ii) for the protection              the Commission does not edit personal                       Texas: Montague
                                                    of investors; or (iii) otherwise in                       identifying information from                                All other information in the original
                                                    furtherance of the purposes of the Act.                   submissions. You should submit only                       declaration remains unchanged.
                                                    If the Commission takes such action, the                  information that you wish to make                         (Catalog of Federal Domestic Assistance
                                                    Commission shall institute proceedings                    available publicly. All submissions                       Numbers 59002 and 59008)
                                                    to determine whether the proposed rule                    should refer to File Number SR–
                                                                                                                                                                        James E. Rivera,
                                                    should be approved or disapproved.                        NASDAQ–2015–071 and should be
                                                                                                              submitted on or before August 4, 2015.                    Associate Administrator for Disaster
                                                    IV. Solicitation of Comments                                                                                        Assistance.
                                                                                                                For the Commission, by the Division of                  [FR Doc. 2015–17107 Filed 7–13–15; 8:45 am]
                                                      Interested persons are invited to                       Trading and Markets, pursuant to delegated
                                                    submit written data, views and                            authority.8                                               BILLING CODE 8025–01–P
                                                    arguments concerning the foregoing,                       Brent J. Fields,
                                                    including whether the proposed rule
                                                                                                              Secretary.                                                SMALL BUSINESS ADMINISTRATION
                                                    change is consistent with the Act.
                                                                                                              [FR Doc. 2015–17167 Filed 7–13–15; 8:45 am]
                                                    Comments may be submitted by any of                                                                                 [License No. 01/01–0422]
                                                                                                              BILLING CODE 8011–01–P
                                                    the following methods:
                                                                                                                                                                        New Canaan Funding Mezzanine V
                                                    Electronic Comments
                                                                                                                                                                        SBIC, L.P.; Notice Seeking Exemption
                                                      • Use the Commission’s Internet                         SMALL BUSINESS ADMINISTRATION                             Under Section 312 of the Small
                                                    comment form (http://www.sec.gov/                         [Disaster Declaration #14330 and #14331]                  Business Investment Act, Conflicts of
                                                    rules/sro.shtml); or                                                                                                Interest
                                                      • Send an email to rule-comments@                       OKLAHOMA Disaster Number OK–
                                                    sec.gov. Please include File Number SR–                                                                                Notice is hereby given that New
                                                                                                              00092
                                                    NASDAQ–2015–071 on the subject line.                                                                                Canaan Funding Mezzanine V SBIC,
                                                                                                              AGENCY: U.S. Small Business                               L.P., 21 Locust Avenue, Suite 1C, New
                                                    Paper Comments                                            Administration                                            Canaan, CT 06840, a Federal Licensee
                                                       • Send paper comments in triplicate                    ACTION: Amendment 6.                                      under the Small Business Investment
                                                    to Secretary, Securities and Exchange                                                                               Act of 1958, as amended (‘‘the Act’’), in
                                                    Commission, 100 F Street NE.,                             SUMMARY:   This is an amendment of the                    connection with the financing of a small
                                                    Washington, DC 20549–1090.                                Presidential declaration of a major                       concerns, has sought an exemption
                                                    All submissions should refer to File                      disaster for the State of OKLAHOMA                        under Section 312 of the Act and
                                                    Number SR–NASDAQ–2015–071. This                           (FEMA–4222–DR), dated 05/26/2015.                         Section 107.730, Financings which
                                                    file number should be included on the                        Incident: Severe Storms, Tornadoes,                    Constitute Conflicts of Interest of the
                                                    subject line if email is used. To help the                Straight Line Winds, and Flooding.                        Small Business Administration (‘‘SBA’’)
                                                    Commission process and review your                           Incident Period: 05/05/2015 through                    Rules and Regulations (13 CFR 107.730).
                                                    comments more efficiently, please use                     06/04/2015.                                               New Canaan Funding Mezzanine V
                                                    only one method. The Commission will                      DATES: Effective Date: 07/02/2015.                        SBIC, L.P. is proposing to provide
                                                    post all comments on the Commission’s                        Physical Loan Application Deadline                     financing to Safemark, Inc., 2101 Park
                                                    Internet Web site (http://www.sec.gov/                    Date: 07/27/2015.                                         Center Drive, Suite 125, Orlando, FL
                                                    rules/sro.shtml). Copies of the                              EIDL Loan Application Deadline Date:                   32835. The financing will be used, in
                                                    submission, all subsequent                                02/26/2016.                                               part, for working capital, to pay the
                                                    amendments, all written statements                        ADDRESSES: Submit completed loan                          seller, to pay off existing debt, and to
                                                    with respect to the proposed rule                         applications to: U.S. Small Business                      pay fees and expenses.
                                                    change that are filed with the                            Administration, Processing and                               The proposed transaction is brought
                                                    Commission, and all written                               Disbursement Center, 14925 Kingsport                      within the purview of § 107.730 of the
                                                    communications relating to the                            Road, Fort Worth, TX 76155.                               Regulations because Safemark, Inc. will
                                                    proposed rule change between the                                                                                    be using financing proceeds from New
                                                                                                              FOR FURTHER INFORMATION CONTACT: A.
                                                    Commission and any person, other than                                                                               Canaan Funding Mezzanine V SBIC,
                                                                                                              Escobar, Office of Disaster Assistance,                   L.P. in part to discharge obligations to
                                                    those that may be withheld from the                       U.S. Small Business Administration,
                                                    public in accordance with the                                                                                       Corporate Mezzanine IV, L.P. and
                                                                                                              409 3rd Street SW., Suite 6050,                           Trafalgar Business Solutions Ltd., which
                                                    provisions of 5 U.S.C. 552, will be                       Washington, DC 20416
                                                    available for Web site viewing and                                                                                  are Associates of New Canaan Funding
                                                                                                              SUPPLEMENTARY INFORMATION: The notice                     Mezzanine V SBIC, L.P. as defined at
                                                    printing in the Commission’s Public                       of the Presidential disaster declaration                  § 107.50 due to common management.
asabaliauskas on DSK5VPTVN1PROD with NOTICES




                                                    Reference Room, 100 F Street NE.,                         for the State of OKLAHOMA, dated                             Therefore, the proposed transaction is
                                                      7 17 CFR 240.19b–4(f)(6). In addition, Rule 19b-
                                                                                                              05/26/2015 is hereby amended to                           considered self-deal pursuant to 13 CFR
                                                    4(f)(6) requires a self-regulatory organization to give   include the following areas as adversely                  107.730 and requires a regulatory
                                                    the Commission written notice of its intent to file       affected by the disaster:                                 exemption. Notice is hereby given that
                                                    the proposed rule change at least five business days      Primary Counties: (Physical Damage and                    any interested person may submit
                                                    prior to the date of filing of the proposed rule
                                                    change, or such shorter time as designated by the            Economic Injury Loans): Carter,                        written comments on the transaction
                                                    Commission. The Exchange has satisfied this                                                                         within fifteen days of the date of this
                                                    requirement.                                                   8 17   CFR 200.30–3(a)(12).                          publication to Associate Administrator


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Document Created: 2018-02-23 09:19:43
Document Modified: 2018-02-23 09:19:43
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 41133 

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