80_FR_73241 80 FR 73016 - Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend the Market Quality Incentive Program and Certain Other Fees and Credits for Execution and Routing

80 FR 73016 - Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend the Market Quality Incentive Program and Certain Other Fees and Credits for Execution and Routing

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 80, Issue 225 (November 23, 2015)

Page Range73016-73019
FR Document2015-29705

Federal Register, Volume 80 Issue 225 (Monday, November 23, 2015)
[Federal Register Volume 80, Number 225 (Monday, November 23, 2015)]
[Notices]
[Pages 73016-73019]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2015-29705]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-76450; File No. SR-NASDAQ-2015-137]


Self-Regulatory Organizations; The NASDAQ Stock Market LLC; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To 
Amend the Market Quality Incentive Program and Certain Other Fees and 
Credits for Execution and Routing

November 17, 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 November 3, 2015, The NASDAQ Stock Market LLC (``Nasdaq'' or the 
``Exchange'') filed with the Securities and Exchange Commission 
(``Commission'') a proposed rule change as described in Items I and II 
below, which Items have been prepared by the Exchange. The Commission 
is publishing this notice to solicit comments on the proposed rule 
change from interested persons.
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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 the 
Substance of the Proposed Rule Change

    Nasdaq is proposing to amend Nasdaq Rule 7014, concerning the 
Exchange's Market Quality Incentive Programs, and Nasdaq Rule 7018, 
governing fees and credits assessed for execution and routing of 
securities priced at $1 or more.
    The text of the proposed rule change is available at 
nasdaq.cchwallstreet.com at Nasdaq principal office [sic], 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 and 
discussed any comments it received on the proposed rule change. The 
text of those statements may be examined at the places specified in 
Item IV below. The Exchange has prepared summaries, set forth in 
sections A, B, and C below, of the most significant parts of such 
statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    Nasdaq is proposing to amend Rule 7014 to add new tiers to the Lead 
Market Maker (``LMM'') Program and to modify credits provided under 
Rule 7018(a).
Rule 7014
    The Exchange is proposing to modify the benefits provided by the 
LMM Program under Rule 7014. Under the LMM Program, a LMM may receive a 
credit of $0.004 per share executed (or $0, in the case of executions 
against Quotes/Orders in the Nasdaq Market Center at less than $1.00 
per share) if it provides displayed liquidity through the Nasdaq Market 
Center. The credit applies to transactions in a Qualified Security \3\ 
and is provided in lieu of credits under Rules 7018 and 7014. A LMM is 
a registered Nasdaq market maker for a Qualified Security that has 
committed to maintain minimum performance standards. A LMM is 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. Nasdaq may limit the number of LMMs in a security, or modify a 
previously established limit, upon prior written notice to members.
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    \3\ A Qualified Security: (1) Is an exchange-traded fund or 
index-linked security listed on Nasdaq pursuant to Nasdaq Rules 
5705, 5710, or 5720; and (2) has at least one Lead Market Maker. See 
Rule 7014(f)(1).
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    Nasdaq sets minimum performance criteria to qualify as a LMM. These 
minimum performance standards are determined by Nasdaq from time to 
time and may vary depending on the price, liquidity, and volatility of 
the Qualified Security in which the LMM is registered. Nasdaq may apply 
performance measurements that include one or more of the following: (A) 
Percent of time at the national best bid (best offer) (``NBBO''); (B) 
percent of executions better than the NBBO; (C) average displayed size; 
and (D) average quoted spread (collectively, ``LMM Criteria''). The LMM 
Criteria will be established upon written notice to members. Currently, 
the established LMM Criteria requires a LMM to be at the NBBO more than 
15% of the time.\4\
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    \4\ See Equity Trader Alert 2015-109 (http://www.nasdaqtrader.com/TraderNews.aspx?id=ETA2015-109).
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    The Exchange is proposing to provide higher rebates to LMMs the 
greater percentage of the time they are at the NBBO. Specifically, the 
Exchange is creating three rebate tiers. The first tier will provide a 
LMM a rebate of $0.004 per share executed for displayed liquidity (for 
executions above $1) if the LMM is at the NBBO more than 15% of the 
time and up to 20% of the time. The second tier will provide a LMM a 
rebate of $0.0043 per share executed for displayed liquidity (for 
executions above $1) if the LMM is at the NBBO more than 20% of the 
time and up to 50% of the time. The third tier will provide a LMM a 
rebate of $0.0046 per share executed for displayed liquidity (for 
executions above $1) if the LMM is at the NBBO more than 50% of the 
time. As is the case currently under the LMM Program, a LMM will not 
receive a rebate for executions less than $1 per share.
    Under each of the new tiers, the Exchange is also providing a new 
maximum fee for participation in the opening and closing crosses as 
additional incentive to LMMs. Under Rule 7018, a Participant,\5\ 
including a LMM, is assessed a per share executed charge of $0.0015 to 
$0.0008 for participation in the Opening and Closing Crosses.\6\ Under 
the LMM Program, the Exchange is proposing to cap the fee a LMM is 
charged if they qualify for one of the three new tiers. Specifically, 
Nasdaq will provide a maximum Opening and Closing Cross fee of $0.0010 
per share executed to a LMM that qualifies under the first tier

[[Page 73017]]

under new Rule 7014(f)(4), and a maximum opening and Closing Cross fee 
of $0.0000 per share executed to a LMM that qualifies under the second 
or third tier under new Rule 7014(f)(4). A LMM that qualifies for a 
maximum charge under Rule 7014(f)(4) would not be precluded from taking 
advantage of a lower charge provided under Rules 7018(d) or (e).\7\
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    \5\ As defined by Rule 4701(c).
    \6\ See Rule 7018(d) and (e).
    \7\ For example, if a LMM was eligible to receive a maximum 
charge of $0.0010 per share executed under the first tier of Rule 
7014(f)(4), but also qualified for a charge of $0.0008 per share 
executed in the closing cross under Tier A of Rule 7018(d)(2), the 
Participant would receive the lower charge under Rule 7018(d)(2).
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    Nasdaq is also deleting rule text that concerns the performance 
standards applied under Rule 7014(f). The Exchange notes that it is 
applying the current established LMM criteria \8\ under the first tier 
of Rule 7014(f)(4), and expanding the use of the criteria under the 
second and third tiers. Nasdaq may apply the other performance 
measurements noted currently under Rule 7014(f)(2) in the future and 
will amend the rule text to reflect the new criteria based on those 
performance measurements. Nasdaq is also making clarifying changes to 
the rule under Rule 7014(f)(3).
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    \8\ Supra note 4.
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Rule 7018(a)
    Rule 7018(a) concerns fees and credits provided for the use of the 
order execution and routing services of the Nasdaq Market Center by 
members for all securities priced at $1 or more that it trades. Under 
the proposed changes to the rule, Nasdaq is proposing to eliminate 
certain credit tiers, add new credit tiers and modify existing credit 
tier [sic].
    First, Nasdaq is proposing to delete four credit tiers that apply 
to securities of each of the three Tape securities. Specifically, 
Nasdaq is proposing to:
     Eliminate the $0.00305 per share executed credit provided 
to a member with (i) shares of liquidity provided in all securities 
through one of its Nasdaq Market Center MPIDs that represent 1.60% or 
more of Consolidated Volume during the month, or (ii) shares of 
liquidity provided in all securities through one or more of its Nasdaq 
Market Center MPIDs that represent 1.60% or more of Consolidated Volume 
during the month, and shares of liquidity provided in all securities 
through one of its Nasdaq Market Center MPIDs that represent 0.75% or 
more of Consolidated Volume during the month.
     Eliminate the $0.0030 per share executed credit provided 
to a member with (i) shares of liquidity provided in all securities 
through one of its Nasdaq Market Center MPIDs that represent 1.20% or 
more of Consolidated Volume during the month, or (ii) shares of 
liquidity provided in all securities through one or more of its Nasdaq 
Market Center MPIDs that represent 1.20% or more of Consolidated Volume 
during the month, and shares of liquidity provided in all securities 
through one of its Nasdaq Market Center MPIDs that represent 0.75% or 
more of Consolidated Volume during the month.
     Eliminate the $0.00295 per share executed credit provided 
to a member with shares of liquidity provided in all securities through 
one of its Nasdaq Market Center MPIDs that represent more than 0.90% of 
Consolidated Volume during the month.
     Eliminate the $0.00295 per share executed credit provided 
to a member (i) that is a registered market maker through one of its 
Nasdaq Market Center MPIDs in at least 7,000 securities, (ii) with 
shares of liquidity provided in all securities through one of its 
Nasdaq Market Center MPIDs that represent more than 0.75% of 
Consolidated Volume during the month, and (iii) with shares of 
liquidity provided in all securities through one or more of its Nasdaq 
Market Center MPIDs that represent more than 0.90% of Consolidated 
Volume during the month.
    Second, Nasdaq is proposing to add two new credits that apply to 
securities of each of the three Tape securities. Specifically, Nasdaq 
is proposing to:
     Add a new credit of $0.00305 per share executed to a 
member with shares of liquidity provided in all securities through one 
or more of its Nasdaq Market Center MPIDs that represent more than 
1.25% of Consolidated Volume during the month.
     Add a new credit of $0.0030 per share executed to a member 
with shares of liquidity provided in all securities through one or more 
of its Nasdaq Market Center MPIDs that represent more than 0.75% of 
Consolidated Volume during the month and member provides a daily 
average of at least 5 Million shares of non-displayed liquidity.
    Lastly, the Exchange is proposing to amend the eligibility criteria 
for a credit applied to securities of each of the three Tape 
securities. Currently, Nasdaq provides a $0.0030 per share executed 
credit to a member (i) with shares of liquidity provided in all 
securities during the month representing at least 0.20% of Consolidated 
Volume during the month, through one or more of its Nasdaq Market 
Center MPIDs, and (ii) Adds Customer, Professional, Firm, Non-NOM 
Market Maker, NOM Market Maker and/or Broker-Dealer liquidity in Penny 
Pilot Options and/or Non- Penny Pilot Options of 0.90% or more of total 
industry ADV in the customer clearing range for Equity and ETF option 
contracts per day in a month on the Nasdaq Options Market. Nasdaq is 
proposing to reduce the level of required Consolidated Volume under 
paragraph (i) of the tier from 0.20% to 0.15%. The Exchange is also 
limiting the type of liquidity allowed to qualify under paragraph (ii) 
of the tier to NOM Market Maker.
2. Statutory Basis
    Nasdaq believes that the proposed rule change is consistent with 
the provisions of Section 6 of the Act,\9\ in general, and with 
Sections 6(b)(4) and 6(b)(5) of the Act,\10\ 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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    \9\ 15 U.S.C. 78f.
    \10\ 15 U.S.C. 78f(b)(4) and (5).
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    The Commission and the courts have repeatedly expressed their 
preference for competition over regulatory intervention in determining 
prices, products, and services in the securities markets. In Regulation 
NMS, for example, the Commission indicated that market forces should 
generally determine the price of non-core market data because national 
market system regulation ``has been remarkably successful in promoting 
market competition in its broader forms that are most important to 
investors and listed companies.'' \11\ Likewise, in NetCoalition v. 
NYSE Arca, Inc., 615 F.3d 525 (D.C. Cir. 2010), the DC Circuit upheld 
the Commission's use of a market-based approach in evaluating the 
fairness of market data fees against a challenge claiming that Congress

[[Page 73018]]

mandated a cost-based approach.\12\ As the court emphasized, the 
Commission ``intended in Regulation NMS that `market forces, rather 
than regulatory requirements' play a role in determining the market 
data . . . to be made available to investors and at what cost.'' \13\
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    \11\ See Exchange Act Release No. 34-51808 (June 9, 2005) 
(``Regulation NMS Adopting Release'').
    \12\ See NetCoalition, 615 F.3d at 534.
    \13\ Id. at 537.
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    Further, ``[n]o one disputes that competition for order flow is 
`fierce.' . . . As the SEC explained, `[i]n the U.S. national market 
system, buyers and sellers of securities, and the broker-dealers that 
act as their order-routing agents, have a wide range of choices of 
where to route orders for execution'; [and] `no exchange can afford to 
take its market share percentages for granted' because `no exchange 
possesses a monopoly, regulatory or otherwise, in the execution of 
order flow from broker dealers'. . . .'' \14\
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    \14\ NetCoalition I, 615 F.3d at 539 (quoting ArcaBook Order, 73 
FR at 74782-74783).
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Rule 7014
    The Exchange believes that the proposed changes to Rule 7014(f) are 
reasonable because they provide greater incentives to LMMs to improve 
market quality. The proposed changes achieve this by increasing the 
rebate provided under the rule. Currently, a LMM only is provided an 
incentive to be at the NBBO greater than 15% of the time, but is not 
provided any further incentive to exceed the threshold beyond what is 
needed to receive the current credit. To provide an incentive to exceed 
the current 15% threshold, Nasdaq is adding additional higher credit 
tiers based on a greater percentage of time at the NBBO. Nasdaq is also 
providing an Opening and Closing Cross incentive under each new tier, 
which does not exist today. Nasdaq believes increasing the rebates 
available to LMMs and limiting the charge assessed for participation in 
the Opening and Closing Crosses will improve market quality for all 
market participants because it may provide incentive to LMMs to add 
liquidity in the opening and closing processes as well as during 
regular market hours. Nasdaq also believes deletion of the language 
concerning minimum performance standards under Rule 7014(f)(2) is 
reasonable because new Rule 7014(f)(4) now provides the performance 
criteria needed to receive the rebates and fees under the program, 
which is based on the current criteria in place. If Nasdaq determines 
to modify the criteria, it will do so through a rule change in lieu of 
written notice to members. Lastly, The [sic] Exchange believes that 
providing LMMs a reduced charge in the Opening and Closing Crosses is 
equitable and not unfairly discriminatory because, in return for the 
reduced charges, LMMs are providing beneficial displayed liquidity to 
the benefit of all market participants.
    The Exchange believes that the proposed changes to Rule 7014(f) are 
an equitable allocation and is [sic] not unfairly discriminatory 
because the Exchange will apply the same fees and provide the same 
rebates to all similarly situated members. The rebates and fees under 
the amended rule are available to all LMMs that qualify under the new 
tiers of the program. The Exchange does not believe that the proposed 
changes are unfairly discriminatory because all LMMs have the 
opportunity to achieve the level of time at the NBBO if they so choose.
Rule 7018
    The Exchange believes that the proposed changes to Rule 7018(a) are 
reasonable because the Exchange must, from time to time, adjust the 
level of credits provided, and the criteria required to receive them, 
to provide the most efficient allocation of credits in terms of market 
improving behavior. In this regard, Nasdaq is limited in the amount of 
credits that it can provide to market participants. The Exchange 
determined that the eliminated credit tiers no longer provided the most 
efficient and effective use of the credits it is able to provide. With 
regard to the eliminated $0.00295 credit tiers, Nasdaq observed that no 
Participants qualified for the fees recently, rendering them 
ineffective at providing incentive. With regard to the eliminated 
$0.00305 and $0.0030 credit tiers, Nasdaq does not believe that they 
are achieving an adequate level of qualifying beneficial market 
activity and is consequently replacing them with two new credit tiers 
of the same amount. The Exchange is now requiring a reduced level of 
Consolidated Volume to qualify for the new $0.00305 per share executed 
credit tier and is not applying the additional criteria of the deleted 
$0.00305 credit tier. Consequently, the Exchange believes that the 
change may provide a more attainable level of incentive thereby 
promoting Participants to provide the liquidity needed to qualify for 
the tier. To receive a $0.0030 per share executed credit under the 
proposed new tier, a Participant must provide a significantly reduced 
level of Consolidated Volume, but must also provide a daily average of 
at least 5 million shares of non-displayed liquidity. The Exchange 
believes that the criteria of the new tier may make it more attainable 
for Participants than the deleted $0.0030 tier. The Exchange believes 
that elimination of the $0.00295 credit tiers reasonable [sic] because 
no Participants have recently qualified under the tiers, and the 
Exchange may accordingly allocate its resources in more effective ways 
to encourage market improving activity. Lastly, the changes to 
eligibility criteria to receive a $0.0030 per share executed credit is 
[sic] reasonable because by reducing the amount of Consolidated Volume 
required to receive the credit but limiting the Nasdaq Options Market 
based criteria to market making activity, the Exchange believes that it 
may provide greater incentive for market makers to improve liquidity on 
the Nasdaq Options Market. In addition, because of a limited amount of 
credits it can provide, the Exchange chose to continue to provide this 
tier to NOM market makers because they actively provide liquidity to 
the benefit of all NOM participants. In sum, the Exchange believes that 
the changes to Rule 7018(a) are reasonable because the Exchange has 
determined that the new tiers may better promote provision of liquidity 
and use of non-displayed orders on the Exchange, which improves market 
quality for all market participants.
    The Exchange believes that the proposed changes to Rule 7018(a) are 
an equitable allocation and are not unfairly discriminatory because the 
Exchange will provide the same credits to all similarly situated 
members. The credits Nasdaq provides are designed to improve market 
quality for all market participants, and Nasdaq allocates its credits 
in a manner that it believes are the most likely to achieve that 
result. Elimination of the existing credits under the rule is an 
equitable allocation and is not unfairly discriminatory because the 
credits were ineffective at providing adequate incentive to 
Participants to provide market improving order activity. Consequently, 
the Exchange is proposing to change the criteria needed to receive 
$0.00305 and $0.0030 credits by adopting new tiers it believes will be 
more effective. The Exchange believes that elimination of the $0.00295 
credit tiers is an equitable allocation and is not unfairly 
discriminatory because no participants qualified under the tiers, 
therefore their removal will not impact any Participants. With regard 
to the changes to eligibility criteria to receive a $0.0030 per share 
executed credit, the Exchange believes that they are an equitable 
allocation and are not unfairly discriminatory because Nasdaq must be 
selective in providing credits to

[[Page 73019]]

Participants, and allocates credits to where it believes it will 
receive the best result in terms of improvement to market quality. In 
this case, Nasdaq is limiting the credit to NOM market makers because 
it believes that market quality will be improved the most by market 
makers actively providing liquidity and this benefits both Nasdaq and 
NOM participants.

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

    Nasdaq 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.\15\ Nasdaq notes 
that it operates in a highly competitive market in which market 
participants can readily favor competing venues if they deem fee levels 
at a particular venue to be excessive, or rebate opportunities 
available at other venues to be more favorable. In such an environment, 
Nasdaq must continually adjust its fees to remain competitive with 
other exchanges and with alternative trading systems that have been 
exempted from compliance with the statutory standards applicable to 
exchanges. Because competitors are free to modify their own fees in 
response, and because market participants may readily adjust their 
order routing practices. [sic]
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    \15\ 15 U.S.C. 78f(b)(8).
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    In this instance, the proposed changes to the LMM Program and the 
charges assessed and credits available to Participants for execution of 
securities in securities of all three Tapes do not impose a burden on 
competition because the Exchange's execution services are completely 
voluntary and subject to extensive competition both from other 
exchanges and from off-exchange venues. The Exchange is modifying a 
market improving incentive program and is also adjusting credit tiers 
provided Participants in return for market improving activity, in an 
effort to make them more effective. Such changes may foster competition 
among exchanges and other market venues to provide similar incentives, 
which would benefit all market participants. The Exchange must weigh 
the costs of offering incentives to market participants against the 
desired benefit the Exchange seeks to achieve. To the extent these 
incentives are inefficient or at [sic] fail to achieve these goals, the 
Exchange may from time to time adjust the level of incentive and/or the 
market improving activity required to qualify for the incentive credits 
and fees, or adopt an alternative incentive in lieu thereof. Such 
changes are reflective of robust competition among exchanges and other 
market venues. In sum, if the changes proposed herein are unattractive 
to market participants it is likely that Nasdaq will lose market share 
as a result. As such, the Exchange does not believe the proposed 
changes will place a burden on competition.

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

    The foregoing change has become effective pursuant to Section 
19(b)(3)(A)(ii) of the Act \16\ and Rule 19b-4(f)(2) thereunder.\17\ At 
any time within 60 days of the filing of such proposed rule change, the 
Commission summarily may temporarily suspend such rule change if it 
appears to the Commission that such action is necessary or appropriate 
in the public interest, for the protection of investors, or otherwise 
in furtherance of the purposes of the Act. If the Commission takes such 
action, the Commission shall institute proceedings under Section 
19(b)(2)(B) of the Act \18\ to determine whether the proposed rule 
change should be approved or disapproved.
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    \16\ 15 U.S.C. 78fs(b)(3)(A)(ii).
    \17\ 17 CFR 240.19b-4(f)(2).
    \18\ 15 U.S.C. 78fs(b)(2)(B).
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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 No. SR-NASDAQ-2015-137 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 No. SR-NASDAQ-2015-137. 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 such filing also will be available 
for inspection and copying at the principal office of the Exchange. All 
comments received will be posted without change; the Commission does 
not edit personal identifying information from submissions. You should 
submit only information that you wish to make available publicly. All 
submissions should refer to File No. SR-NASDAQ-2015-137, and should be 
submitted on or before December 14, 2015.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\19\
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    \19\ 17 CFR 200.30-3(a)(31).
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Robert W. Errett,
Deputy Secretary.
[FR Doc. 2015-29705 Filed 11-20-15; 8:45 am]
 BILLING CODE 8011-01-P



                                             73016                         Federal Register / Vol. 80, No. 225 / Monday, November 23, 2015 / Notices

                                             accuracy of the Commission’s estimate                         The text of the proposed rule change               or modify a previously established limit,
                                             of the burdens of the collection of                        is available at nasdaq.cchwallstreet.com              upon prior written notice to members.
                                             information; (iii) ways to enhance the                     at Nasdaq principal office [sic], and at                 Nasdaq sets minimum performance
                                             quality, utility, and clarity of the                       the Commission’s Public Reference                     criteria to qualify as a LMM. These
                                             information collected; and (iv) ways to                    Room.                                                 minimum performance standards are
                                             minimize the burden of the collection of                                                                         determined by Nasdaq from time to time
                                             information on respondents, including                      II. Self-Regulatory Organization’s                    and may vary depending on the price,
                                             through the use of automated collection                    Statement of the Purpose of, and                      liquidity, and volatility of the Qualified
                                             techniques or other forms of information                   Statutory Basis for, the Proposed Rule                Security in which the LMM is
                                             technology. Consideration will be given                    Change                                                registered. Nasdaq may apply
                                             to comments and suggestions submitted                         In its filing with the Commission,                 performance measurements that include
                                             in writing within 60 days of this                          Nasdaq included statements concerning                 one or more of the following: (A)
                                             publication.                                               the purpose of, and basis for, the                    Percent of time at the national best bid
                                               Please direct your written comments                      proposed rule change and discussed any                (best offer) (‘‘NBBO’’); (B) percent of
                                             to Pamela Dyson, Director/Chief                            comments it received on the proposed                  executions better than the NBBO; (C)
                                             Information Officer, Securities and                        rule change. The text of those                        average displayed size; and (D) average
                                             Exchange Commission, C/O Remi                              statements may be examined at the                     quoted spread (collectively, ‘‘LMM
                                             Pavlik-Simon, 100 F Street NE.,                            places specified in Item IV below. The                Criteria’’). The LMM Criteria will be
                                             Washington, DC 20549; or send an email                     Exchange has prepared summaries, set                  established upon written notice to
                                             to: PRA_Mailbox@sec.gov.                                   forth in sections A, B, and C below, of               members. Currently, the established
                                               Dated: November 16, 2015.                                the most significant parts of such                    LMM Criteria requires a LMM to be at
                                             Robert W. Errett,                                          statements.                                           the NBBO more than 15% of the time.4
                                             Deputy Secretary.                                          A. Self-Regulatory Organization’s                        The Exchange is proposing to provide
                                             [FR Doc. 2015–29745 Filed 11–20–15; 8:45 am]               Statement of the Purpose of, and                      higher rebates to LMMs the greater
                                                                                                        Statutory Basis for, the Proposed Rule                percentage of the time they are at the
                                             BILLING CODE 8011–01–P
                                                                                                        Change                                                NBBO. Specifically, the Exchange is
                                                                                                                                                              creating three rebate tiers. The first tier
                                             SECURITIES AND EXCHANGE                                    1. Purpose                                            will provide a LMM a rebate of $0.004
                                             COMMISSION                                                    Nasdaq is proposing to amend Rule                  per share executed for displayed
                                                                                                        7014 to add new tiers to the Lead                     liquidity (for executions above $1) if the
                                             [Release No. 34–76450; File No. SR–                                                                              LMM is at the NBBO more than 15% of
                                             NASDAQ–2015–137]                                           Market Maker (‘‘LMM’’) Program and to
                                                                                                        modify credits provided under Rule                    the time and up to 20% of the time. The
                                             Self-Regulatory Organizations; The                         7018(a).                                              second tier will provide a LMM a rebate
                                             NASDAQ Stock Market LLC; Notice of                                                                               of $0.0043 per share executed for
                                                                                                        Rule 7014                                             displayed liquidity (for executions
                                             Filing and Immediate Effectiveness of
                                             Proposed Rule Change To Amend the                             The Exchange is proposing to modify                above $1) if the LMM is at the NBBO
                                             Market Quality Incentive Program and                       the benefits provided by the LMM                      more than 20% of the time and up to
                                             Certain Other Fees and Credits for                         Program under Rule 7014. Under the                    50% of the time. The third tier will
                                             Execution and Routing                                      LMM Program, a LMM may receive a                      provide a LMM a rebate of $0.0046 per
                                                                                                        credit of $0.004 per share executed (or               share executed for displayed liquidity
                                             November 17, 2015.                                         $0, in the case of executions against                 (for executions above $1) if the LMM is
                                                Pursuant to Section 19(b)(1) of the                     Quotes/Orders in the Nasdaq Market                    at the NBBO more than 50% of the time.
                                             Securities Exchange Act of 1934                            Center at less than $1.00 per share) if it            As is the case currently under the LMM
                                             (‘‘Act’’) 1 and Rule 19b–4 thereunder,2                    provides displayed liquidity through the              Program, a LMM will not receive a
                                             notice is hereby given that on November                    Nasdaq Market Center. The credit                      rebate for executions less than $1 per
                                             3, 2015, The NASDAQ Stock Market                           applies to transactions in a Qualified                share.
                                             LLC (‘‘Nasdaq’’ or the ‘‘Exchange’’) filed                 Security 3 and is provided in lieu of                    Under each of the new tiers, the
                                             with the Securities and Exchange                           credits under Rules 7018 and 7014. A                  Exchange is also providing a new
                                             Commission (‘‘Commission’’) a                              LMM is a registered Nasdaq market                     maximum fee for participation in the
                                             proposed rule change as described in                       maker for a Qualified Security that has               opening and closing crosses as
                                             Items I and II below, which Items have                     committed to maintain minimum                         additional incentive to LMMs. Under
                                             been prepared by the Exchange. The                         performance standards. A LMM is                       Rule 7018, a Participant,5 including a
                                             Commission is publishing this notice to                    selected by Nasdaq based on factors                   LMM, is assessed a per share executed
                                             solicit comments on the proposed rule                      including, but not limited to, experience             charge of $0.0015 to $0.0008 for
                                             change from interested persons.                            with making markets in exchange-                      participation in the Opening and
                                             I. Self-Regulatory Organization’s                          traded funds and index-linked                         Closing Crosses.6 Under the LMM
                                             Statement of the Terms of the Substance                    securities, adequacy of capital,                      Program, the Exchange is proposing to
                                             of the Proposed Rule Change                                willingness to promote Nasdaq as a                    cap the fee a LMM is charged if they
                                                                                                        marketplace, issuer preference,                       qualify for one of the three new tiers.
                                                Nasdaq is proposing to amend Nasdaq                                                                           Specifically, Nasdaq will provide a
                                             Rule 7014, concerning the Exchange’s                       operational capacity, support personnel,
                                                                                                        and history of adherence to Nasdaq                    maximum Opening and Closing Cross
                                             Market Quality Incentive Programs, and
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                                                                                                        rules and securities laws. Nasdaq may                 fee of $0.0010 per share executed to a
                                             Nasdaq Rule 7018, governing fees and                                                                             LMM that qualifies under the first tier
                                             credits assessed for execution and                         limit the number of LMMs in a security,
                                             routing of securities priced at $1 or                        3 A Qualified Security: (1) Is an exchange-traded     4 See Equity Trader Alert 2015–109 (http://
                                             more.                                                      fund or index-linked security listed on Nasdaq        www.nasdaqtrader.com/
                                                                                                        pursuant to Nasdaq Rules 5705, 5710, or 5720; and     TraderNews.aspx?id=ETA2015-109).
                                               1 15   U.S.C. 78s(b)(1).                                                                                         5 As defined by Rule 4701(c).
                                                                                                        (2) has at least one Lead Market Maker. See Rule
                                               2 17   CFR 240.19b–4.                                    7014(f)(1).                                             6 See Rule 7018(d) and (e).




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                                                                        Federal Register / Vol. 80, No. 225 / Monday, November 23, 2015 / Notices                                                   73017

                                             under new Rule 7014(f)(4), and a                        all securities through one of its Nasdaq              Maker and/or Broker-Dealer liquidity in
                                             maximum opening and Closing Cross                       Market Center MPIDs that represent                    Penny Pilot Options and/or Non- Penny
                                             fee of $0.0000 per share executed to a                  1.20% or more of Consolidated Volume                  Pilot Options of 0.90% or more of total
                                             LMM that qualifies under the second or                  during the month, or (ii) shares of                   industry ADV in the customer clearing
                                             third tier under new Rule 7014(f)(4). A                 liquidity provided in all securities                  range for Equity and ETF option
                                             LMM that qualifies for a maximum                        through one or more of its Nasdaq                     contracts per day in a month on the
                                             charge under Rule 7014(f)(4) would not                  Market Center MPIDs that represent                    Nasdaq Options Market. Nasdaq is
                                             be precluded from taking advantage of                   1.20% or more of Consolidated Volume                  proposing to reduce the level of
                                             a lower charge provided under Rules                     during the month, and shares of                       required Consolidated Volume under
                                             7018(d) or (e).7                                        liquidity provided in all securities                  paragraph (i) of the tier from 0.20% to
                                                Nasdaq is also deleting rule text that               through one of its Nasdaq Market Center               0.15%. The Exchange is also limiting
                                             concerns the performance standards                      MPIDs that represent 0.75% or more of                 the type of liquidity allowed to qualify
                                             applied under Rule 7014(f). The                         Consolidated Volume during the month.                 under paragraph (ii) of the tier to NOM
                                             Exchange notes that it is applying the                     • Eliminate the $0.00295 per share                 Market Maker.
                                             current established LMM criteria 8                      executed credit provided to a member
                                             under the first tier of Rule 7014(f)(4),                with shares of liquidity provided in all              2. Statutory Basis
                                             and expanding the use of the criteria                   securities through one of its Nasdaq                     Nasdaq believes that the proposed
                                             under the second and third tiers.                       Market Center MPIDs that represent                    rule change is consistent with the
                                             Nasdaq may apply the other                              more than 0.90% of Consolidated                       provisions of Section 6 of the Act,9 in
                                             performance measurements noted                          Volume during the month.
                                                                                                                                                           general, and with Sections 6(b)(4) and
                                             currently under Rule 7014(f)(2) in the                     • Eliminate the $0.00295 per share
                                                                                                     executed credit provided to a member                  6(b)(5) of the Act,10 in particular, in that
                                             future and will amend the rule text to                                                                        it provides for the equitable allocation
                                             reflect the new criteria based on those                 (i) that is a registered market maker
                                                                                                     through one of its Nasdaq Market Center               of reasonable dues, fees and other
                                             performance measurements. Nasdaq is                                                                           charges among members and issuers and
                                             also making clarifying changes to the                   MPIDs in at least 7,000 securities, (ii)
                                                                                                     with shares of liquidity provided in all              other persons using any facility or
                                             rule under Rule 7014(f)(3).                                                                                   system which Nasdaq operates or
                                                                                                     securities through one of its Nasdaq
                                             Rule 7018(a)                                            Market Center MPIDs that represent                    controls and is designed to prevent
                                                                                                     more than 0.75% of Consolidated                       fraudulent and manipulative acts and
                                                Rule 7018(a) concerns fees and credits                                                                     practices, to promote just and equitable
                                             provided for the use of the order                       Volume during the month, and (iii) with
                                                                                                     shares of liquidity provided in all                   principles of trade, to foster cooperation
                                             execution and routing services of the                                                                         and coordination with persons engaged
                                             Nasdaq Market Center by members for                     securities through one or more of its
                                                                                                     Nasdaq Market Center MPIDs that                       in regulating, clearing, settling,
                                             all securities priced at $1 or more that                                                                      processing information with respect to,
                                             it trades. Under the proposed changes to                represent more than 0.90% of
                                                                                                     Consolidated Volume during the month.                 and facilitating transactions in
                                             the rule, Nasdaq is proposing to                                                                              securities, to remove impediments to
                                             eliminate certain credit tiers, add new                    Second, Nasdaq is proposing to add
                                                                                                     two new credits that apply to securities              and perfect the mechanism of a free and
                                             credit tiers and modify existing credit                                                                       open market and a national market
                                             tier [sic].                                             of each of the three Tape securities.
                                                                                                     Specifically, Nasdaq is proposing to:                 system, and, in general, to protect
                                                First, Nasdaq is proposing to delete
                                             four credit tiers that apply to securities                 • Add a new credit of $0.00305 per                 investors and the public interest; and
                                                                                                     share executed to a member with shares                are not designed to permit unfair
                                             of each of the three Tape securities.
                                                                                                     of liquidity provided in all securities               discrimination between customers,
                                             Specifically, Nasdaq is proposing to:
                                                • Eliminate the $0.00305 per share                   through one or more of its Nasdaq                     issuers, brokers, or dealers.
                                             executed credit provided to a member                    Market Center MPIDs that represent                       The Commission and the courts have
                                             with (i) shares of liquidity provided in                more than 1.25% of Consolidated                       repeatedly expressed their preference
                                             all securities through one of its Nasdaq                Volume during the month.                              for competition over regulatory
                                             Market Center MPIDs that represent                         • Add a new credit of $0.0030 per                  intervention in determining prices,
                                             1.60% or more of Consolidated Volume                    share executed to a member with shares                products, and services in the securities
                                             during the month, or (ii) shares of                     of liquidity provided in all securities               markets. In Regulation NMS, for
                                             liquidity provided in all securities                    through one or more of its Nasdaq                     example, the Commission indicated that
                                             through one or more of its Nasdaq                       Market Center MPIDs that represent                    market forces should generally
                                             Market Center MPIDs that represent                      more than 0.75% of Consolidated                       determine the price of non-core market
                                             1.60% or more of Consolidated Volume                    Volume during the month and member                    data because national market system
                                             during the month, and shares of                         provides a daily average of at least 5                regulation ‘‘has been remarkably
                                             liquidity provided in all securities                    Million shares of non-displayed                       successful in promoting market
                                             through one of its Nasdaq Market Center                 liquidity.                                            competition in its broader forms that are
                                             MPIDs that represent 0.75% or more of                      Lastly, the Exchange is proposing to               most important to investors and listed
                                             Consolidated Volume during the month.                   amend the eligibility criteria for a credit           companies.’’ 11 Likewise, in
                                                • Eliminate the $0.0030 per share                    applied to securities of each of the three            NetCoalition v. NYSE Arca, Inc., 615
                                             executed credit provided to a member                    Tape securities. Currently, Nasdaq                    F.3d 525 (D.C. Cir. 2010), the DC Circuit
                                             with (i) shares of liquidity provided in                provides a $0.0030 per share executed                 upheld the Commission’s use of a
                                                                                                     credit to a member (i) with shares of                 market-based approach in evaluating the
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                                               7 For example, if a LMM was eligible to receive       liquidity provided in all securities                  fairness of market data fees against a
                                             a maximum charge of $0.0010 per share executed          during the month representing at least                challenge claiming that Congress
                                             under the first tier of Rule 7014(f)(4), but also       0.20% of Consolidated Volume during
                                             qualified for a charge of $0.0008 per share executed    the month, through one or more of its                   9 15  U.S.C. 78f.
                                             in the closing cross under Tier A of Rule 7018(d)(2),
                                             the Participant would receive the lower charge          Nasdaq Market Center MPIDs, and (ii)                    10 15  U.S.C. 78f(b)(4) and (5).
                                             under Rule 7018(d)(2).                                  Adds Customer, Professional, Firm,                       11 See Exchange Act Release No. 34–51808 (June
                                               8 Supra note 4.                                       Non-NOM Market Maker, NOM Market                      9, 2005) (‘‘Regulation NMS Adopting Release’’).



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                                             73018                      Federal Register / Vol. 80, No. 225 / Monday, November 23, 2015 / Notices

                                             mandated a cost-based approach.12 As                    [sic] Exchange believes that providing                the criteria of the new tier may make it
                                             the court emphasized, the Commission                    LMMs a reduced charge in the Opening                  more attainable for Participants than the
                                             ‘‘intended in Regulation NMS that                       and Closing Crosses is equitable and not              deleted $0.0030 tier. The Exchange
                                             ‘market forces, rather than regulatory                  unfairly discriminatory because, in                   believes that elimination of the
                                             requirements’ play a role in determining                return for the reduced charges, LMMs                  $0.00295 credit tiers reasonable [sic]
                                             the market data . . . to be made                        are providing beneficial displayed                    because no Participants have recently
                                             available to investors and at what                      liquidity to the benefit of all market                qualified under the tiers, and the
                                             cost.’’ 13                                              participants.                                         Exchange may accordingly allocate its
                                                Further, ‘‘[n]o one disputes that                       The Exchange believes that the                     resources in more effective ways to
                                             competition for order flow is ‘fierce.’                 proposed changes to Rule 7014(f) are an               encourage market improving activity.
                                             . . . As the SEC explained, ‘[i]n the U.S.              equitable allocation and is [sic] not                 Lastly, the changes to eligibility criteria
                                             national market system, buyers and                      unfairly discriminatory because the                   to receive a $0.0030 per share executed
                                             sellers of securities, and the broker-                  Exchange will apply the same fees and                 credit is [sic] reasonable because by
                                             dealers that act as their order-routing                 provide the same rebates to all similarly             reducing the amount of Consolidated
                                             agents, have a wide range of choices of                 situated members. The rebates and fees                Volume required to receive the credit
                                             where to route orders for execution’;                   under the amended rule are available to               but limiting the Nasdaq Options Market
                                             [and] ‘no exchange can afford to take its               all LMMs that qualify under the new                   based criteria to market making activity,
                                             market share percentages for granted’                   tiers of the program. The Exchange does               the Exchange believes that it may
                                             because ‘no exchange possesses a                        not believe that the proposed changes                 provide greater incentive for market
                                             monopoly, regulatory or otherwise, in                   are unfairly discriminatory because all               makers to improve liquidity on the
                                             the execution of order flow from broker                 LMMs have the opportunity to achieve                  Nasdaq Options Market. In addition,
                                             dealers’. . . .’’ 14                                    the level of time at the NBBO if they so              because of a limited amount of credits
                                                                                                     choose.                                               it can provide, the Exchange chose to
                                             Rule 7014
                                                                                                     Rule 7018                                             continue to provide this tier to NOM
                                                The Exchange believes that the                                                                             market makers because they actively
                                             proposed changes to Rule 7014(f) are                       The Exchange believes that the
                                                                                                                                                           provide liquidity to the benefit of all
                                             reasonable because they provide greater                 proposed changes to Rule 7018(a) are
                                                                                                                                                           NOM participants. In sum, the Exchange
                                             incentives to LMMs to improve market                    reasonable because the Exchange must,
                                                                                                                                                           believes that the changes to Rule 7018(a)
                                             quality. The proposed changes achieve                   from time to time, adjust the level of
                                                                                                                                                           are reasonable because the Exchange has
                                             this by increasing the rebate provided                  credits provided, and the criteria
                                                                                                                                                           determined that the new tiers may better
                                             under the rule. Currently, a LMM only                   required to receive them, to provide the
                                                                                                                                                           promote provision of liquidity and use
                                             is provided an incentive to be at the                   most efficient allocation of credits in
                                                                                                     terms of market improving behavior. In                of non-displayed orders on the
                                             NBBO greater than 15% of the time, but                                                                        Exchange, which improves market
                                             is not provided any further incentive to                this regard, Nasdaq is limited in the
                                                                                                     amount of credits that it can provide to              quality for all market participants.
                                             exceed the threshold beyond what is
                                                                                                     market participants. The Exchange                        The Exchange believes that the
                                             needed to receive the current credit. To
                                                                                                     determined that the eliminated credit                 proposed changes to Rule 7018(a) are an
                                             provide an incentive to exceed the
                                                                                                     tiers no longer provided the most                     equitable allocation and are not unfairly
                                             current 15% threshold, Nasdaq is
                                                                                                     efficient and effective use of the credits            discriminatory because the Exchange
                                             adding additional higher credit tiers
                                                                                                     it is able to provide. With regard to the             will provide the same credits to all
                                             based on a greater percentage of time at
                                                                                                     eliminated $0.00295 credit tiers, Nasdaq              similarly situated members. The credits
                                             the NBBO. Nasdaq is also providing an
                                                                                                     observed that no Participants qualified               Nasdaq provides are designed to
                                             Opening and Closing Cross incentive
                                                                                                     for the fees recently, rendering them                 improve market quality for all market
                                             under each new tier, which does not
                                                                                                     ineffective at providing incentive. With              participants, and Nasdaq allocates its
                                             exist today. Nasdaq believes increasing
                                                                                                     regard to the eliminated $0.00305 and                 credits in a manner that it believes are
                                             the rebates available to LMMs and
                                                                                                     $0.0030 credit tiers, Nasdaq does not                 the most likely to achieve that result.
                                             limiting the charge assessed for
                                                                                                     believe that they are achieving an                    Elimination of the existing credits under
                                             participation in the Opening and
                                                                                                     adequate level of qualifying beneficial               the rule is an equitable allocation and is
                                             Closing Crosses will improve market
                                                                                                     market activity and is consequently                   not unfairly discriminatory because the
                                             quality for all market participants
                                                                                                     replacing them with two new credit                    credits were ineffective at providing
                                             because it may provide incentive to
                                                                                                     tiers of the same amount. The Exchange                adequate incentive to Participants to
                                             LMMs to add liquidity in the opening
                                                                                                     is now requiring a reduced level of                   provide market improving order
                                             and closing processes as well as during
                                                                                                     Consolidated Volume to qualify for the                activity. Consequently, the Exchange is
                                             regular market hours. Nasdaq also
                                                                                                     new $0.00305 per share executed credit                proposing to change the criteria needed
                                             believes deletion of the language
                                                                                                     tier and is not applying the additional               to receive $0.00305 and $0.0030 credits
                                             concerning minimum performance
                                                                                                     criteria of the deleted $0.00305 credit               by adopting new tiers it believes will be
                                             standards under Rule 7014(f)(2) is
                                                                                                     tier. Consequently, the Exchange                      more effective. The Exchange believes
                                             reasonable because new Rule 7014(f)(4)
                                                                                                     believes that the change may provide a                that elimination of the $0.00295 credit
                                             now provides the performance criteria
                                                                                                     more attainable level of incentive                    tiers is an equitable allocation and is not
                                             needed to receive the rebates and fees
                                                                                                     thereby promoting Participants to                     unfairly discriminatory because no
                                             under the program, which is based on
                                                                                                     provide the liquidity needed to qualify               participants qualified under the tiers,
                                             the current criteria in place. If Nasdaq
                                                                                                     for the tier. To receive a $0.0030 per                therefore their removal will not impact
                                             determines to modify the criteria, it will
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                                                                                                     share executed credit under the                       any Participants. With regard to the
                                             do so through a rule change in lieu of
                                                                                                     proposed new tier, a Participant must                 changes to eligibility criteria to receive
                                             written notice to members. Lastly, The
                                                                                                     provide a significantly reduced level of              a $0.0030 per share executed credit, the
                                               12 See NetCoalition, 615 F.3d at 534.
                                                                                                     Consolidated Volume, but must also                    Exchange believes that they are an
                                               13 Id.at 537.                                         provide a daily average of at least 5                 equitable allocation and are not unfairly
                                               14 NetCoalition I, 615 F.3d at 539 (quoting           million shares of non-displayed                       discriminatory because Nasdaq must be
                                             ArcaBook Order, 73 FR at 74782–74783).                  liquidity. The Exchange believes that                 selective in providing credits to


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                                                                           Federal Register / Vol. 80, No. 225 / Monday, November 23, 2015 / Notices                                                  73019

                                             Participants, and allocates credits to                     thereof. Such changes are reflective of                Commission process and review your
                                             where it believes it will receive the best                 robust competition among exchanges                     comments more efficiently, please use
                                             result in terms of improvement to                          and other market venues. In sum, if the                only one method. The Commission will
                                             market quality. In this case, Nasdaq is                    changes proposed herein are                            post all comments on the Commission’s
                                             limiting the credit to NOM market                          unattractive to market participants it is              Internet Web site (http://www.sec.gov/
                                             makers because it believes that market                     likely that Nasdaq will lose market                    rules/sro.shtml). Copies of the
                                             quality will be improved the most by                       share as a result. As such, the Exchange               submission, all subsequent
                                             market makers actively providing                           does not believe the proposed changes                  amendments, all written statements
                                             liquidity and this benefits both Nasdaq                    will place a burden on competition.                    with respect to the proposed rule
                                             and NOM participants.                                                                                             change that are filed with the
                                                                                                        C. Self-Regulatory Organization’s                      Commission, and all written
                                             B. Self-Regulatory Organization’s                          Statement on Comments on the                           communications relating to the
                                             Statement on Burden on Competition                         Proposed Rule Change Received From                     proposed rule change between the
                                                Nasdaq does not believe that the                        Members, Participants, or Others                       Commission and any person, other than
                                             proposed rule changes will result in any                     Written comments were neither                        those that may be withheld from the
                                             burden on competition that is not                          solicited nor received.                                public in accordance with the
                                             necessary or appropriate in furtherance                                                                           provisions of 5 U.S.C. 552, will be
                                             of the purposes of the Act, as                             III. Date of Effectiveness of the
                                                                                                                                                               available for Web site viewing and
                                             amended.15 Nasdaq notes that it                            Proposed Rule Change and Timing for
                                                                                                                                                               printing in the Commission’s Public
                                             operates in a highly competitive market                    Commission Action
                                                                                                                                                               Reference Room, 100 F Street NE.,
                                             in which market participants can                              The foregoing change has become                     Washington, DC 20549 on official
                                             readily favor competing venues if they                     effective pursuant to Section                          business days between the hours of
                                             deem fee levels at a particular venue to                   19(b)(3)(A)(ii) of the Act 16 and Rule                 10:00 a.m. and 3:00 p.m. Copies of such
                                             be excessive, or rebate opportunities                      19b–4(f)(2) thereunder.17 At any time                  filing also will be available for
                                             available at other venues to be more                       within 60 days of the filing of such                   inspection and copying at the principal
                                             favorable. In such an environment,                         proposed rule change, the Commission                   office of the Exchange. All comments
                                             Nasdaq must continually adjust its fees                    summarily may temporarily suspend                      received will be posted without change;
                                             to remain competitive with other                           such rule change if it appears to the                  the Commission does not edit personal
                                             exchanges and with alternative trading                     Commission that such action is                         identifying information from
                                             systems that have been exempted from                       necessary or appropriate in the public                 submissions. You should submit only
                                             compliance with the statutory standards                    interest, for the protection of investors,             information that you wish to make
                                             applicable to exchanges. Because                           or otherwise in furtherance of the                     available publicly. All submissions
                                             competitors are free to modify their own                   purposes of the Act. If the Commission                 should refer to File No. SR–NASDAQ–
                                             fees in response, and because market                       takes such action, the Commission shall                2015–137, and should be submitted on
                                             participants may readily adjust their                      institute proceedings under Section                    or before December 14, 2015.
                                             order routing practices. [sic]                             19(b)(2)(B) of the Act 18 to determine                   For the Commission, by the Division of
                                                In this instance, the proposed changes                  whether the proposed rule change                       Trading and Markets, pursuant to delegated
                                             to the LMM Program and the charges                         should be approved or disapproved.                     authority.19
                                             assessed and credits available to                                                                                 Robert W. Errett,
                                             Participants for execution of securities                   IV. Solicitation of Comments
                                                                                                                                                               Deputy Secretary.
                                             in securities of all three Tapes do not                      Interested persons are invited to                    [FR Doc. 2015–29705 Filed 11–20–15; 8:45 am]
                                             impose a burden on competition                             submit written data, views, and
                                             because the Exchange’s execution                                                                                  BILLING CODE 8011–01–P
                                                                                                        arguments concerning the foregoing,
                                             services are completely voluntary and                      including whether the proposed rule
                                             subject to extensive competition both                      change is consistent with the Act.                     SECURITIES AND EXCHANGE
                                             from other exchanges and from off-                         Comments may be submitted by any of                    COMMISSION
                                             exchange venues. The Exchange is                           the following methods:
                                             modifying a market improving incentive                                                                            [Release No. 34–76452; File No. SR–Phlx–
                                             program and is also adjusting credit                       Electronic Comments                                    2015–93]
                                             tiers provided Participants in return for                    • Use the Commission’s Internet
                                             market improving activity, in an effort                                                                           Self-Regulatory Organizations;
                                                                                                        comment form (http://www.sec.gov/
                                             to make them more effective. Such                                                                                 NASDAQ OMX PHLX LLC; Notice of
                                                                                                        rules/sro.shtml); or
                                                                                                                                                               Filing and Immediate Effectiveness of
                                             changes may foster competition among                         • Send an email to rule-comments@
                                             exchanges and other market venues to                                                                              Proposed Rule Change Relating to
                                                                                                        sec.gov. Please include File No. SR–
                                             provide similar incentives, which                                                                                 Sponsored Access
                                                                                                        NASDAQ–2015–137 on the subject line.
                                             would benefit all market participants.                                                                            November 17, 2015.
                                             The Exchange must weigh the costs of                       Paper Comments
                                                                                                                                                                  Pursuant to Section 19(b)(1) of the
                                             offering incentives to market                                • Send paper comments in triplicate                  Securities Exchange Act of 1934
                                             participants against the desired benefit                   to Secretary, Securities and Exchange                  (‘‘Act’’),1 and Rule 19b–4 thereunder,2
                                             the Exchange seeks to achieve. To the                      Commission, 100 F Street NE.,                          notice is hereby given that on November
                                             extent these incentives are inefficient or                 Washington, DC 20549–1090.                             4, 2015, NASDAQ OMX PHLX LLC
                                             at [sic] fail to achieve these goals, the                  All submissions should refer to File No.               (‘‘Phlx’’ or ‘‘Exchange’’) filed with the
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                                             Exchange may from time to time adjust                      SR–NASDAQ–2015–137. This file                          Securities and Exchange Commission
                                             the level of incentive and/or the market                   number should be included on the                       (‘‘SEC’’ or ‘‘Commission’’) the proposed
                                             improving activity required to qualify                     subject line if email is used. To help the             rule change as described in Items I, II,
                                             for the incentive credits and fees, or
                                             adopt an alternative incentive in lieu                       16 15 U.S.C. 78fs(b)(3)(A)(ii).                        19 17 CFR 200.30–3(a)(31).
                                                                                                          17 17 CFR 240.19b–4(f)(2).                             1 15 U.S.C. 78s(b)(1).
                                               15 15   U.S.C. 78f(b)(8).                                  18 15 U.S.C. 78fs(b)(2)(B).                            2 17 CFR 240.19b–4.




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Document Created: 2018-03-01 11:18:05
Document Modified: 2018-03-01 11:18:05
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 73016 

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