80 FR 8727 - Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Clarify the Application of Fees to Securities Under the Select Symbol Program of Rule 7018(a)(4)

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 80, Issue 32 (February 18, 2015)

[Federal Register Volume 80, Number 32 (Wednesday, February 18, 2015)]
[Notices]
[Pages 8727-8729]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2015-03232]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-74259; File No. SR-NASDAQ-2015-010]


Self-Regulatory Organizations; The NASDAQ Stock Market LLC; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To 
Clarify the Application of Fees to Securities Under the Select Symbol 
Program of Rule 7018(a)(4)

February 11, 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 February 2, 2015, The NASDAQ Stock Market LLC (``NASDAQ'' or 
``Exchange'') filed with the Securities and Exchange Commission 
(``SEC'' or ``Commission'') the 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

    The Exchange proposes to clarify the fees applicable to the list of 
securities eligible for the Select Symbol program under Rule 
7018(a)(4), and to clarify that the fees of the program are on a per 
share basis.
    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.

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

    In its filing with the Commission, the Exchange included statements 
concerning the purpose of and basis for the proposed rule change and 
discussed any comments it received on the proposed rule change. The 
text of these statements may be examined at the places specified in 
Item IV below. The Exchange has prepared summaries, set forth in 
sections A, B, and C below, of the most significant aspects of such 
statements.

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

1. Purpose
    The purpose of the proposed rule change is to clarify that routing 
fees under Rules 7018(a)(1) through (3) apply to the securities of the 
Select Symbol program under Rule 7018(a)(4), and to clarify that fees 
and credits under the program are calculated on a per share executed 
basis. NASDAQ recently adopted the Select Symbol program,\3\ which 
provides lower fees for executions received on NASDAQ in a select group 
of securities where access fees may be discouraging the use of public 
markets. NASDAQ implemented the program on February 2, 2015. Under the 
new rule, the Exchange states that it

[[Page 8728]]

applies the fees under the rule in lieu of other similar fees that 
would normally apply under Rules 7018(a)(1) through (3). The Exchange 
does not discuss fees for routing program securities for execution on 
other markets. In adopting the program, the Exchange did not intend to 
exclude the related routing fees under Rules 7018(a)(1) through (3). 
Accordingly, the Exchange is adding clarifying text to the rule that 
makes it clear that the fees assessed under Rules 7018(a)(1) through 
(3) for routing orders apply to the securities of the Select Symbol 
program.
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    \3\ See Securities Exchange Act Release No. 73967 (December 30, 
2014), 80 FR 594 (January 6, 2015) (SR-NASDAQ-2014-128). On January 
27, 2015, the Exchange filed an immediately effective filing 
replacing a security on the list of securities under the rule. See 
SR-NASDAQ-2015-006 available at http://nasdaq.cchwallstreet.com/NASDAQ/pdf/nasdaq-filings/2015/SR-NASDAQ-2015-006.pdf (awaiting 
Commission notice and publication in the Federal Register).
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    NASDAQ is also amending the rule text to make it clear that the 
fees and credits under the program are calculated on a per share 
executed basis, like the other access fees that they replace. The 
Exchange notes that in adopting the rule, it discussed that it was 
lowering the access fees for the Select Symbol securities from the 
current per share executed rates to the new per share executed fees 
under the program.\4\ The Exchange is adding clarifying language to the 
rule that makes it clear that the program's fees are on a per share 
executed basis.
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    \4\ See, e.g., Securities Exchange Act Release No. 73967 
(December 30, 2014), 80 FR 594, 596 (January 6, 2015) (SR-NASDAQ-
2014-128).
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2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6 of the Act,\5\ in general, and furthers the objectives 
of Section 6(b)(5) of the Act,\6\ in particular, in that it is designed 
to prevent fraudulent and manipulative acts and practices, to promote 
just and equitable principles of trade, to foster cooperation and 
coordination with persons engaged in 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. Specifically, the proposed change furthers these objectives 
because it clarifies the applicability of routing fees under Rule 
7018(a) to the securities of the Select Symbol program and how the 
program fees are calculated. As noted, the rule currently does not 
discuss fees assessed for routing orders away from NASDAQ for 
execution, but rather notes that the fees and credits under the 
program, which relate to executions on NASDAQ, are in lieu of the fees 
and credits under Rules 7018(a)(1) through (3). The Exchange believes 
that adding rule text that makes it clear that the normal routing fees 
apply will avoid any investor confusion concerning the applicability of 
the fees under the program. Similarly, although discussed in the filing 
adopting the program, the rule text does not currently reflect that the 
fees and credits are based on a per share executed basis. The Exchange 
believes that adding rule text that clarifies that the fees and credits 
are based on a per share executed calculation will serve to avoid any 
investor confusion caused by not including the language.
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    \5\ 15 U.S.C. 78f.
    \6\ 15 U.S.C. 78f(b)(5).
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B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change will 
result in any burden on competition that is not necessary or 
appropriate in furtherance of the purposes of the Act, as amended. 
Specifically, the change does not alter the meaning or application of 
the fees and credits provided under Rule 7018(a)(4), but rather 
clarifies the applicability of the fees assessed for routing securities 
away from NASDAQ for execution, and how the fees and credits under the 
Select Symbol program are calculated. Such clarifying changes impose no 
burdens on competition whatsoever and, as discussed above, further the 
purposes of the Act by avoiding potential market participant confusion 
over the applicability of routing fees under the rule and how the fees 
and credits of the Select Symbol program are calculated.

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)(ii) [sic] of the Act \7\ and 
subparagraph (f)(6) of Rule 19b-4 thereunder.\8\
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    \7\ 15 U.S.C. 78s(b)(3)(a)(ii). [sic]
    \8\ 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 requested a waiver of this requirement.
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    A proposed rule change filed under Rule 19b-4(f)(6) \9\ normally 
does not become operative prior to 30 days after the date of the 
filing. However, pursuant to Rule 19b-4(f)(6)(iii),\10\ the Commission 
may designate a shorter time if such action is consistent with the 
protection of investors and the public interest. The Exchange has asked 
the Commission to waive the 30-day operative delay so that NASDAQ may 
add the clarifying language immediately. The Commission believes that 
waiving the 30-day operative delay is consistent with the protection of 
investors and the public interest because it will allow NASDAQ to 
clarify the intent of this rule immediately. The Commission sees no 
reason to delay the addition of language designed to remove ambiguity 
to the rule. Therefore, the Commission hereby waives the 30-day 
operative delay and designates the proposed rule change to be operative 
upon filing with the Commission.\11\
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    \9\ 17 CFR 240.19b-4(f)(6).
    \10\ 17 CFR 240.19b-4(f)(6)(iii).
    \11\ For purposes only of waiving the operative delay for this 
proposal, the Commission has considered the proposed rule's impact 
on efficiency, competition, and capital formation. See 15 U.S.C. 
78c(f).
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    At any time within 60 days of the filing of the proposed rule 
change, the Commission summarily may temporarily suspend such rule 
change if it appears to the Commission that such action is: (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.

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

[[Page 8729]]

     Send an email to [email protected]. Please include 
File Number SR-NASDAQ-2015-010 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-NASDAQ-2015-010. 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 offices 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-
010, and should be submitted on or before March 11, 2015.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\12\
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    \12\ 17 CFR 200.30-3(a)(12).
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Brent J. Fields,
Secretary.
[FR Doc. 2015-03232 Filed 2-17-15; 8:45 am]
BILLING CODE 8011-01-P