81 FR 67019 - Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Nasdaq's Fees at Rule 7014(f)
SECURITIES AND EXCHANGE COMMISSION Federal Register Volume 81, Issue 189 (September 29, 2016)
Federal Register Volume 81, Issue 189 (September 29, 2016)
| Page Range | 67019-67023 | |
| FR Document | 2016-23490 |
[Federal Register Volume 81, Number 189 (Thursday, September 29, 2016)] [Notices] [Pages 67019-67023] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2016-23490] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Release No. 34-78912; File No. SR-NASDAQ-2016-130] Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Nasdaq's Fees at Rule 7014(f) September 23, 2016. 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 September 16, 2016, 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, II, and III, below, which Items have been prepared by the Exchange. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. --------------------------------------------------------------------------- \1\ 15 U.S.C. 78s(b)(1). \2\ 17 CFR 240.19b-4. --------------------------------------------------------------------------- I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes to amend the Exchange's fees at Rule 7014(f) to: (i) Change the criteria required to receive the rebates provided by the Lead Market Maker (``LMM'') Program; (ii) change the rebates offered by the LMM Program; and (iii) rename the program the Designated Liquidity Provider (``DLP'') Program, as described further below. While these amendments are effective upon filing, the Exchange has designated the proposed amendments to be operative on October 3, 2016. 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: (i) Change the criteria required to receive the rebates provided by the LMM Program; (ii) change the rebates offered by the LMM Program; and (iii) rename the program the Designated Liquidity Provider Program. The LMM Program is designed to provide incentives to market makers to make markets in certain exchange-traded products (``ETPs''). To achieve this goal, Nasdaq provides credits to a designated LMM for execution of a Qualified Security. Under Rule 7014(f)(1), a Qualified Security is defined as an exchange-traded fund or index-linked security listed on Nasdaq pursuant to Nasdaq Rules 5705 (Exchange Traded Funds: Portfolio Depository Receipts and Index Fund Shares), 5710 (Securities Linked to the Performance of Indexes and Commodities, Including Currencies), 5720 (Trust Issued Receipts), 5735 (Managed Fund Shares), or 5745 (NextShares), and it must have at least one LMM. An LMM is a registered Nasdaq market maker for a Qualified Security that has committed to maintain minimum performance standards. An LMM is selected by Nasdaq based on several 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. Rule 7014(f)(4) sets forth the criteria required, and the rebates and reduced fees provided, by the LMM Program. Currently, there are three tiers based on the amount of time an LMM is at the national best bid and offer (``NBBO''). Specifically, if an LMM is above 15% to 20% at the NBBO, it qualifies for: (i) A Displayed Liquidity Rebate (for executions $1 per share and above) of $0.0040 per executed share; (ii) a Displayed Liquidity Rebate (for executions less than $1 per share) of $0.0000 per executed share; and (iii) a maximum fee of $0.0005 per executed share for participation in the Halt, Opening, and Closing Crosses.\3\ If an LMM is above 20% to 50% at the NBBO, it qualifies for: (i) A Displayed Liquidity Rebate (for executions $1 per share and above) of $0.0043 per executed share; (ii) a Displayed Liquidity Rebate (for executions less than $1 per share) of $0.0000 per executed share; and (iii) a maximum fee of $0.0000 per executed share for participation in the Halt, Opening, and Closing Crosses. Last, if an LMM is above 50% at the NBBO, it qualifies for: (i) A Displayed Liquidity Rebate (for executions $1 per share and above) of $0.0046 per executed share; (ii) a Displayed Liquidity Rebate (for executions less than $1 per share) of $0.0000 per executed share; and (iii) a maximum fee of $0.0000 per executed share for participation in the Halt, Opening, and Closing Crosses. --------------------------------------------------------------------------- \3\ A member participating in the Halt Cross would otherwise be assessed a fee of $0.0010 per share executed (see Rule 7018(f)). A member participating in the Opening Cross would otherwise be assessed a fee of no less than $0.0008 per share executed (see Rule 7018(e)). A member participating in the Closing Cross would otherwise be assessed a fee of no less than $0.0008 per share executed (see Rule 7018(d)). --------------------------------------------------------------------------- The Exchange is proposing to amend the rebates and criteria under the program to also take into consideration certain characteristics of the individual ETP. [[Page 67020]] First Change The purpose of the first change is to amend the criteria required to receive the rebates provided by the LMM Program to better align the behavior required to qualify for rebates with the nature of the rebates provided. Specifically, in lieu of the current criteria, the Exchange is proposing to require all LMMs, which will be renamed DLPs as part of this filing and will be noted as such when discussed below,\4\ to be at the NBBO at least 20% of the time in the assigned ETP in any given month in order to qualify for a Basic Rebate. In order to receive New Product Support Initiatives [sic], discussed below, a DLP must be at the NBBO at least 20% of the time in the assigned ETP in any given month, the ETP itself must have a three month average daily volume (``ADV'') \5\ of less than 500,000, and the ETP must be less than 36 months old. Thus, not only must the DLP contribute to market quality in the ETP by quoting at the NBBO, but the ETP itself must have relatively low volume. Last, to be eligible for new Additional Tape C ETP Incentives, discussed below, the average time the DLP is at the NBBO for each assigned ETP must average at least 20%, and the average liquidity provided by the DLP for each assigned ETP must average at least 5% of the liquidity provided on Nasdaq in the respective ETP.\6\ --------------------------------------------------------------------------- \4\ As discussed in detail below, the Exchange is proposing to rename the LMM program as the Designated Liquidity Provider program. As a consequence, LMMs will be renamed DLPs. For purposes of this filing, the use of the term DLP is synonymous with the term LMM. \5\ The Exchange is defining average daily volume, for purposes of the DLP Program, to mean the total consolidated volume reported to all consolidated transaction reporting plans, for each individual security, by all exchanges and trade reporting facilities during a month divided by the number of trading days during the month. If a security is not listed for a full month, the number of trading days will only include the days in which the security is listed. \6\ For example, assume a DLP has 20 assignments. If a DLP quotes at the NBBO 50% of the time in 10 of the ETPs and in the remaining 10 ETPs quotes at the NBBO 40% of the time, the average for the purposes of this calculation will be 45%. Nasdaq will calculate the liquidity provided by the DLP as a percent of liquidity provided in each assigned ETP on Nasdaq. Nasdaq will then average these percentages across symbols. For example, if the DLP is 10% of the added liquidity in 10 of the ETPs and 4% of the added liquidity in the remaining 10 ETPs the average for this calculation will be 7%. In this instance the DLP will have met the criteria on average for the additional incentive, even though it failed to meet the criteria for all 20 ETPs individually. --------------------------------------------------------------------------- Second Change The purpose of the second change is to modify the incentives provided by the program. As discussed above, the Exchange currently provides rebates and reduced fees if an LMM meets the minimum criteria of a tier. In lieu of the current incentives, the Exchange is adopting three new incentives that it believes are more targeted to improving market quality in ETPs. First, the Exchange is proposing to provide Basic Rebates to DLPs that qualify under the proposed ``Basic Rebates'' criteria of being at the NBBO at least 20% of the time on average in any given month in a particular ETP. The Basic Rebates are available for each of a DLP's assigned ETPs that it qualified for under the performance criteria. The Basic Rebates vary based on the level of ADV the ETP has in a given month. Specifically, a DLP will receive: (i) A rebate of $0.0047 per executed share of displayed liquidity in an ETP that has ADV less than 500,000 during the month; (ii) a rebate of $0.0042 per executed share of displayed liquidity in an ETP that has ADV between 500,000 and 5 million during the month; and (iii) a rebate of $0.0036 per executed share of displayed liquidity in an ETP that has ADV greater than 5 million during the month. Thus, the new rebate schedule takes into consideration the nature of the market in the individual ETP, with the Exchange providing the greatest incentive to DLPs to participate in the program in ETPs that have the lowest volumes. Second, the Exchange is proposing New Product Support Incentives to incentivize DLPs to support trading in newly-launched ETPs.\7\ The New Product Support Incentives are provided in lieu of the Basic Rebates. Like the Basic Rebates, the New Product Support Initiatives [sic] are only available in the assigned ETPs that the DLP qualifies for under the New Product Support Incentives performance criteria. The proposed incentives are based on the length of time since the ETP was launched,\8\ providing declining levels of rebate as the ETP matures. In particular, the Exchange is proposing to offer to all DLPs that qualify under the New Product Support Incentives criteria a rebate of $0.0070 per executed share of displayed liquidity in the ETP in a newly-launched ETP with ADV less than 500,000 up to 12 months from the ETP's product inception date, a rebate of $0.0065 per executed share of displayed liquidity in the ETP for the period 12 to 24 months from the product inception date, and a rebate of $0.0055 per executed share of displayed liquidity in the ETP for the period 24 to 36 months from the product inception date. For purposes of calculating the number of months under the rule, the first partial month an ETP is launched will count as one month. --------------------------------------------------------------------------- \7\ Because the New Product Support Incentives implicates Rule 102 of Regulation M, the Commission is separately considering a limited, conditional exemption for issuers whose securities are subject to the New Product Support Initiative [sic]. \8\ The Exchange considers an ETP's launch date to be the inception date of the ETP. For example, if an ETP launched on August 17, 2016, then the ETP is considered a new product with a fund inception date of August 17, 2016. Nasdaq will offer an enhanced rebate of ($0.0070) on the ETP up through July 2017 (assuming the ADV threshold requirement of the New Product Support Incentives was not breached). --------------------------------------------------------------------------- Third, the Exchange is proposing Additional Tape C ETP incentives. Specifically, the Exchange is proposing to offer DLPs that qualify under the Additional Tape C ETP Incentive criteria three tiers of rebates for each displayed share that adds liquidity in Tape C ETPs that meet the criteria of Rule 7014(f)(1)(A).\9\ These rebates are provided in addition to other rebates or fees provided under Rules 7018 and 7014, including the proposed Basic Rebates or New Product Support Incentives. Eligibility for each tier is based on the number of ETPs the DLP is assigned under the program. Specifically, an eligible DLP that has at least 10 ETPs assigned to them during a given month will receive a rebate of $0.0003 per share executed in a Tape C ETP. An eligible DLP that has at least 25 assigned ETPs will receive a rebate of $0.0004 per share executed in a Tape C ETP in lieu of the $0.0003 per share executed rebate. An eligible DLP that has at least 50 assigned ETPs will receive a rebate of $0.0005 per share executed in a Tape C ETP in lieu of the $0.0003 and $0.0004 per share executed rebates. Thus, the Exchange is providing incentive to members to participate as DLPs in a significant number of ETPs. --------------------------------------------------------------------------- \9\ Rule 7014(f)(1)(A) sets forth the ETPs that may be included in the program. --------------------------------------------------------------------------- The Exchange is also providing a DLP that qualifies under the Additional Tape C ETP Incentive criteria yet has fewer than 10 ETPs assigned to them the ability to qualify for a $0.0001 per share executed rebate in Tape C ETPs that meet the criteria of Rule 7014(f)(1)(A) if it increases the number of ETPs for which it is a DLP by 100%. A DLP is only eligible for the first 100% increase and will not receive additional $0.0001 per share executed rebates for subsequent 100% increases to the number of assigned ETPs. For example, if an existing DLP has three assigned ETPs and thereafter is approved as a DLP for three additional ETPs, the DLP [[Page 67021]] would receive an additional $0.0001 per share executed rebate for each displayed share that adds liquidity in a Tape C ETP that meets the criteria of Rule 7014(f)(1)(A). A new DLP will be considered a 100% increase and also receive the one-time $0.0001 per share executed rebate in Tape C ETPs that meets the criteria of Rule 7014(f)(1)(A) in the DLP Program upon receiving their first ETP assignment. Thus, a newly-approved DLP will receive the additional $0.0001 per share executed rebate in Tape C ETPs as described above when it is initially assigned an ETP under the DLP Program if the total number of ETPs assigned is less than ten, but the newly-approved DLP would not be eligible for additional $0.0001 per share executed rebates for subsequent 100% increases to the number of assigned ETPs. Third Change The purpose of the third change is to change the name of the program. The Lead Market Maker Program had previously been named the Designated Liquidity Provider Program. In 2015, the Exchange changed the name of the program to the Lead Market Maker program and, accordingly, changed references to ``Designated Liquidity Providers'' and ``DLPs'' to ``Lead Market Makers'' and ``LMMs,'' respectively.\10\ At the time, the Exchange noted that the term Lead Market Maker was more descriptive of who was eligible for the program (i.e., market makers), as opposed to a Designated Liquidity Provider, which could lead a market participant to believe that any market participant was eligible to qualify for the program. After receiving industry feedback, the Exchange now believes that the name Designated Liquidity Provider is, in fact, not confusing to market participants. Moreover, the Exchange notes that the rule explicitly defines an LMM (now DLP) as a ``registered Nasdaq market maker.'' \11\ Consequently, Nasdaq is changing the name of the program back to the ``Designated Liquidity Provider Program.'' As was the case when the Exchange renamed the program in 2015, the proposed change in the program's name and terminology does not impact the operation of the program.\12\ --------------------------------------------------------------------------- \10\ See Securities Exchange Act Release No. 75389 (July 8, 2015), 80 FR 41133 (July 14, 2015) (SR-NASDAQ-2015-071). \11\ See Rule 7014(f)(2). \12\ Supra note 10. --------------------------------------------------------------------------- 2. Statutory Basis The Exchange believes that its proposal is consistent with Section 6(b) of the Act,\13\ in general, and furthers the objectives of Sections 6(b)(4) and 6(b)(5) of the Act,\14\ 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 the Exchange 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. --------------------------------------------------------------------------- \13\ 15 U.S.C. 78f(b). \14\ 15 U.S.C. 78f(b)(4) and (5). --------------------------------------------------------------------------- First Change The Exchange believes that amending the criteria required for a DLP to be eligible for the rebates by better aligning the behavior required to qualify for rebates with the nature of the rebates provided is reasonable because the Exchange must from time to time assess the effectiveness of the incentives it provides to market participants in return for the beneficial behavior required to receive the incentive. In this case, the Exchange is amending the program to include more targeted incentives and is applying not only the current NBBO-based criteria, but also other measures of beneficial market participation and ETP market quality. Specifically, the Exchange is applying an average daily volume standard to determine if an ETP qualifies for the New Product Support Incentives, which ties the availability of the incentive to a certain relatively low level of ADV thus ensuring that the ETP's market quality needs improvement. As used in the DLP Program, ADV is, for each individual security, the total consolidated volume reported to all consolidated transaction reporting plans by all exchanges and trade reporting facilities during a month divided by the number of trading days during the month. The Exchange is also applying a measure of average liquidity provided in the DLP's assigned ETPs to qualify for the Additional Tape C ETP Incentives, which requires the DLP to, on average, provide at least 5% of the liquidity provided on Nasdaq in their assigned ETPs. The Exchange believes that the proposed ETP liquidity criteria of the Additional Tape C ETP Incentive tier ensures that the DLP is providing an adequate level of liquidity in an ETP in addition to quoting at the NBBO in all of its assigned ETPs at an average at least 20% of the time in each ETP. The Exchange believes that the proposed eligibility criteria are an equitable allocation and are not unfairly discriminatory because the Exchange will apply the same criteria to all DLPs. The Exchange also believes that the proposed eligibility criteria are an equitable allocation and are not unfairly discriminatory among Exchange members because any member may become a market maker and take the steps necessary to also become a DLP, including meeting the proposed minimum criteria under Rule 7014(f)(4). The DLP Program is limited to Exchange market makers because of their unique role in the markets, including their obligation to provide liquidity in the securities in which they are registered.\15\ Thus, the DLP Program is a further extension of the market maker's role in providing liquidity in specific securities, to the benefit of all market participants. --------------------------------------------------------------------------- \15\ See Rule 4613 for a description of Exchange market maker obligations. --------------------------------------------------------------------------- Second Change The Exchange believes that the proposed new rebates are reasonable because they are better designed to provide incentives to DLPs to improve the market in ETPs that are in need of improved market quality. With respect to the Basic Rebates, the Exchange is providing three tiers of rebates, ranging from $0.0036 to $0.0047 per executed share of displayed liquidity in the ETP. The current Displayed Liquidity Rebate (for executions $1 per share and above) ranges from $0.0040 to $0.0046 per share executed. Thus, the levels of the rebates currently offered and proposed are comparable. The Exchange believes that the proposed rebates provided under the New Product Support Incentives are reasonable because they provide significant incentive in return for critical support of new ETPs. Generally, new ETPs launch with low volume, yet improve significantly over time. Low volume leads to less liquid markets for participants seeking to transact in these newly-listed securities. Consequently, the Exchange is proposing to provide incentives that decrease over time, beginning with a rebate to qualifying DLPs of $0.0070 during the first twelve months post ETP launch, $0.0065 [[Page 67022]] during the second twelve-month period, and $0.0055 for the third twelve-month period. The Exchange believes that these graduated rebates will provide adequate incentive to DLPs to support trading in new ETPs until they have reached a level of maturity where such support is not needed. The Exchange believes that the proposed Additional Tape C ETP rebates are reasonable because they provide additional incentive to DLPs to register in ETPs. Increasing the number of DLPs that any given ETP has will improve market quality in the ETP, since DLPs have performance requirements designed to improve market quality in the assigned ETP. The rebates are tied to the number of ETPs a DLP that meets the proposed eligibility criteria under Rule 7014(f)(4) is assigned, increasing in conjunction with the number of assigned ETPs. Moreover, the Exchange is providing a one-time $0.0001 per executed share rebate in Tape C ETPs to both existing and newly-approved DLPs that have less than ten ETPs assigned, but increase the number of ETPs assigned by 100%. The Exchange believes that this one-time rebate may provide incentive to DLPs to increase the number of ETPs assigned significantly, and also incentivize market makers who are not DLPs to participate in the program thereby promoting greater participation in the program to the benefit of all market participants transacting in the DLP Program ETPs. The Exchange believes that all of the proposed rebates are an equitable allocation and are not unfairly discriminatory because the Exchange will provide the same rebate to all similarly situated DLPs. The Exchange believes that limiting securities eligible for the program to ETPs that are new or have relatively low volumes is an equitable allocation and is not unfairly discriminatory because these securities are the most in need of improved market quality. Moreover, the New Product Support Incentives are reduced over time as the ETP matures and the market in the ETP improves, eventually ending 36 months after the ETPs inception date. Thus, the New Product Support Incentives are of limited duration, with the ETPs eligible for New Product Support Incentives treated like other ETPs of the DLP Program once they reach the 36 month from product inception limit of these incentives. The Exchange also believes that the proposed rebates are an equitable allocation and are not unfairly discriminatory among Exchange members because, as noted above, any member may become an Exchange market maker and take the steps necessary to also become a DLP, including meeting the proposed minimum criteria under Rule 7014(f)(4). As noted above, the DLP Program is limited to Exchange market makers because of their unique role in the markets, including their obligation to provide liquidity in the securities that they are registered in. Thus, the DLP Program is a further extension of the market maker's role in providing liquidity in specific securities. Third Change The Exchange believes that the proposed change in the name of the program and its terminology further perfects the mechanism of a free and open market and a national market system, and, in general, promotes public interest because it reverts the program to its long-standing former name and terminology. As noted, the Exchange is making the change in response to industry feedback, which noted a preference for the prior name and terminology, and did not believe that it would be confusing. In support of this last point, the Exchange notes that the rule clearly indicates that it applies to only registered Nasdaq market makers. Thus, the Exchange believes that reverting the name of the program and its terminology is consistent with further perfecting the mechanism of a free and open market and a national market system. B. Self-Regulatory Organization's Statement on Burden on Competition The Exchange does not believe that the proposed rule change will impose any burden on competition not necessary or appropriate in furtherance of the purposes of the Act. In terms of inter-market competition, the Exchange 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, the Exchange 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, the Exchange believes that the degree to which fee changes in this market may impose any burden on competition is extremely limited. In this instance, the Exchange is proposing to modify the incentives provided to market makers for participation in the DLP program in an effort to improve the program by providing more targeted incentives to improve market quality in ETPs that are in need of such improvement the most. The Exchange uses incentives, such as the rebates of the DLP program, to incentivize market participants to improve the market. The Exchange must, from time to time, assess the effectiveness of incentives and adjust them when they are not as effective as the Exchange believes they could be. Moreover, the Exchange is ultimately limited in the amount of rebates it may offer. The proposed new criteria and incentives are reflective of such an analysis. The Exchange notes that participation in the DLP program is entirely voluntary and, to the extent that registered market makers determine that the rebates are not in line with the level of market- improving behavior the Exchange requires, a DLP may elect to deregister as such with no penalty. The Exchange notes that it is raising the minimum criteria required for a DLP to receive a rebate under the program, and thus there is a risk that a DLP may not qualify for any of the incentives under the amended program if it provides the same level market participation. The Exchange does not believe that the change places an unnecessary burden on competition because the increase in the minimum criteria is relatively small and the level of rebate a DLP may receive is significantly higher in lower volume ETPs under the Basic Rebates. In sum, if the changes proposed herein are unattractive to market makers, it is likely that the Exchange will lose participation in the DLP program as a result. As noted above, the Exchange is continuing to limit eligibility for the program to Exchange market makers. The Exchange believes that Exchange market makers are best positioned to provide market improvement in DLP Program ETPs in light of their unique function in the markets. Moreover, any Exchange member may elect to take the steps necessary to become an Exchange market maker and therefore become eligible for the program if they choose. Thus, the Exchange does not believe that the proposal represents a burden on competition among Exchange members, or that the proposal will impair the ability of members or competing order execution venues to maintain their competitive standing in the financial markets. [[Page 67023]] 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 The foregoing rule change has become effective pursuant to Section 19(b)(3)(A)(ii) of the Act.\16\ --------------------------------------------------------------------------- \16\ 15 U.S.C. 78s(b)(3)(A)(ii). --------------------------------------------------------------------------- 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 CommentsUse the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or Send an email to [email protected]. Please include File Number SR-NASDAQ-2016-130 on the subject line. Paper Comments Send paper comments in triplicate to Secretary, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549-1090. All submissions should refer to File Number SR-NASDAQ-2016-130. This file number should be included on the subject line if email is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for Web site viewing and printing in the Commission's Public Reference Room, 100 F Street NE., Washington, DC 20549, on official business days between the hours of 10:00 a.m. and 3:00 p.m. Copies of the filing also will be available for inspection and copying at the principal office of the Exchange. All comments received will be posted without change; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR-NASDAQ-2016-130 and should be submitted on or before October 20, 2016. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.\17\ --------------------------------------------------------------------------- \17\ 17 CFR 200.30-3(a)(12). --------------------------------------------------------------------------- Brent J. Fields, Secretary. [FR Doc. 2016-23490 Filed 9-28-16; 8:45 am] BILLING CODE P
![Federal Register / Vol. 81, No. 189 / Thursday, September 29, 2016 / Notices 67019
proposed rule change between the Change the criteria required to receive An LMM is a registered Nasdaq
Commission and any person, other than the rebates provided by the Lead Market market maker for a Qualified Security
those that may be withheld from the Maker (‘‘LMM’’) Program; (ii) change the that has committed to maintain
public in accordance with the rebates offered by the LMM Program; minimum performance standards. An
provisions of 5 U.S.C. 552, will be and (iii) rename the program the LMM is selected by Nasdaq based on
available for Web site viewing and Designated Liquidity Provider (‘‘DLP’’) several factors including, but not
printing in the Commission’s Public Program, as described further below. limited to, experience with making
Reference Room, 100 F Street NE., While these amendments are effective markets in exchange-traded funds and
Washington, DC 20549 on official upon filing, the Exchange has index-linked securities, adequacy of
business days between the hours of designated the proposed amendments to capital, willingness to promote Nasdaq
10:00 a.m. and 3:00 p.m. Copies of the be operative on October 3, 2016. as a marketplace, issuer preference,
filing also will be available for The text of the proposed rule change operational capacity, support personnel,
inspection and copying at the principal is available on the Exchange’s Web site and history of adherence to Nasdaq
office of the Exchange. All comments at http://nasdaq.cchwallstreet.com, at rules and securities laws. Nasdaq may
received will be posted without change; the principal office of the Exchange, and limit the number of LMMs in a security,
the Commission does not edit personal at the Commission’s Public Reference or modify a previously established limit,
identifying information from Room. upon prior written notice to members.
submissions. You should submit only Rule 7014(f)(4) sets forth the criteria
information that you wish to make II. Self-Regulatory Organization’s required, and the rebates and reduced
available publicly. All submissions Statement of the Purpose of, and fees provided, by the LMM Program.
should refer to File Number SR–MIAX– Statutory Basis for, the Proposed Rule Currently, there are three tiers based on
2016–32 and should be submitted on or Change the amount of time an LMM is at the
before October 20, 2016. national best bid and offer (‘‘NBBO’’).
In its filing with the Commission, the
For the Commission, by the Division of Exchange included statements Specifically, if an LMM is above 15% to
Trading and Markets, pursuant to delegated
concerning the purpose of and basis for 20% at the NBBO, it qualifies for: (i) A
authority.14 Displayed Liquidity Rebate (for
the proposed rule change and discussed
Brent J. Fields,
any comments it received on the executions $1 per share and above) of
Secretary. proposed rule change. The text of these $0.0040 per executed share; (ii) a
[FR Doc. 2016–23497 Filed 9–28–16; 8:45 am] statements may be examined at the Displayed Liquidity Rebate (for
BILLING CODE 8011–01–P places specified in Item IV below. The executions less than $1 per share) of
Exchange has prepared summaries, set $0.0000 per executed share; and (iii) a
forth in sections A, B, and C below, of maximum fee of $0.0005 per executed
SECURITIES AND EXCHANGE the most significant aspects of such share for participation in the Halt,
COMMISSION statements. Opening, and Closing Crosses.3 If an
LMM is above 20% to 50% at the
[Release No. 34–78912; File No. SR–
NASDAQ–2016–130]
A. Self-Regulatory Organization’s NBBO, it qualifies for: (i) A Displayed
Statement of the Purpose of, and Liquidity Rebate (for executions $1 per
Self-Regulatory Organizations; The Statutory Basis for, the Proposed Rule share and above) of $0.0043 per
NASDAQ Stock Market LLC; Notice of Change executed share; (ii) a Displayed
Filing and Immediate Effectiveness of 1. Purpose Liquidity Rebate (for executions less
Proposed Rule Change To Amend than $1 per share) of $0.0000 per
Nasdaq’s Fees at Rule 7014(f) The purpose of the proposed rule executed share; and (iii) a maximum fee
change is to: (i) Change the criteria of $0.0000 per executed share for
September 23, 2016. required to receive the rebates provided participation in the Halt, Opening, and
Pursuant to Section 19(b)(1) of the by the LMM Program; (ii) change the Closing Crosses. Last, if an LMM is
Securities Exchange Act of 1934 rebates offered by the LMM Program; above 50% at the NBBO, it qualifies for:
(‘‘Act’’),1 and Rule 19b–4 thereunder,2 and (iii) rename the program the (i) A Displayed Liquidity Rebate (for
notice is hereby given that on Designated Liquidity Provider Program. executions $1 per share and above) of
September 16, 2016, The NASDAQ $0.0046 per executed share; (ii) a
The LMM Program is designed to
Stock Market LLC (‘‘Nasdaq’’ or Displayed Liquidity Rebate (for
provide incentives to market makers to
‘‘Exchange’’) filed with the Securities executions less than $1 per share) of
make markets in certain exchange-
and Exchange Commission (‘‘SEC’’ or $0.0000 per executed share; and (iii) a
traded products (‘‘ETPs’’). To achieve
‘‘Commission’’) the proposed rule maximum fee of $0.0000 per executed
this goal, Nasdaq provides credits to a
change as described in Items I, II, and share for participation in the Halt,
designated LMM for execution of a
III, below, which Items have been Opening, and Closing Crosses.
Qualified Security. Under Rule
prepared by the Exchange. The The Exchange is proposing to amend
7014(f)(1), a Qualified Security is
Commission is publishing this notice to the rebates and criteria under the
defined as an exchange-traded fund or
solicit comments on the proposed rule program to also take into consideration
index-linked security listed on Nasdaq
change from interested persons. certain characteristics of the individual
pursuant to Nasdaq Rules 5705
I. Self-Regulatory Organization’s (Exchange Traded Funds: Portfolio ETP.
Statement of the Terms of Substance of Depository Receipts and Index Fund
mstockstill on DSK3G9T082PROD with NOTICES
3 A member participating in the Halt Cross would
the Proposed Rule Change Shares), 5710 (Securities Linked to the otherwise be assessed a fee of $0.0010 per share
The Exchange proposes to amend the Performance of Indexes and executed (see Rule 7018(f)). A member participating
Exchange’s fees at Rule 7014(f) to: (i) Commodities, Including Currencies), in the Opening Cross would otherwise be assessed
5720 (Trust Issued Receipts), 5735 a fee of no less than $0.0008 per share executed (see
Rule 7018(e)). A member participating in the
14 17 CFR 200.30–3(a)(12). (Managed Fund Shares), or 5745 Closing Cross would otherwise be assessed a fee of
1 15 U.S.C. 78s(b)(1). (NextShares), and it must have at least no less than $0.0008 per share executed (see Rule
2 17 CFR 240.19b–4. one LMM. 7018(d)).
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![67020 Federal Register / Vol. 81, No. 189 / Thursday, September 29, 2016 / Notices
First Change the program. As discussed above, the New Product Support Incentives criteria
The purpose of the first change is to Exchange currently provides rebates and a rebate of $0.0070 per executed share
amend the criteria required to receive reduced fees if an LMM meets the of displayed liquidity in the ETP in a
the rebates provided by the LMM minimum criteria of a tier. In lieu of the newly-launched ETP with ADV less
Program to better align the behavior current incentives, the Exchange is than 500,000 up to 12 months from the
adopting three new incentives that it ETP’s product inception date, a rebate of
required to qualify for rebates with the
believes are more targeted to improving $0.0065 per executed share of displayed
nature of the rebates provided.
market quality in ETPs. liquidity in the ETP for the period 12 to
Specifically, in lieu of the current
First, the Exchange is proposing to 24 months from the product inception
criteria, the Exchange is proposing to
provide Basic Rebates to DLPs that date, and a rebate of $0.0055 per
require all LMMs, which will be
qualify under the proposed ‘‘Basic executed share of displayed liquidity in
renamed DLPs as part of this filing and
Rebates’’ criteria of being at the NBBO the ETP for the period 24 to 36 months
will be noted as such when discussed
at least 20% of the time on average in from the product inception date. For
below,4 to be at the NBBO at least 20%
any given month in a particular ETP. purposes of calculating the number of
of the time in the assigned ETP in any
The Basic Rebates are available for each months under the rule, the first partial
given month in order to qualify for a month an ETP is launched will count as
Basic Rebate. In order to receive New of a DLP’s assigned ETPs that it
qualified for under the performance one month.
Product Support Initiatives [sic], Third, the Exchange is proposing
discussed below, a DLP must be at the criteria. The Basic Rebates vary based
on the level of ADV the ETP has in a Additional Tape C ETP incentives.
NBBO at least 20% of the time in the Specifically, the Exchange is proposing
assigned ETP in any given month, the given month. Specifically, a DLP will
receive: (i) A rebate of $0.0047 per to offer DLPs that qualify under the
ETP itself must have a three month Additional Tape C ETP Incentive
average daily volume (‘‘ADV’’) 5 of less executed share of displayed liquidity in
an ETP that has ADV less than 500,000 criteria three tiers of rebates for each
than 500,000, and the ETP must be less displayed share that adds liquidity in
than 36 months old. Thus, not only during the month; (ii) a rebate of
$0.0042 per executed share of displayed Tape C ETPs that meet the criteria of
must the DLP contribute to market Rule 7014(f)(1)(A).9 These rebates are
quality in the ETP by quoting at the liquidity in an ETP that has ADV
between 500,000 and 5 million during provided in addition to other rebates or
NBBO, but the ETP itself must have fees provided under Rules 7018 and
relatively low volume. Last, to be the month; and (iii) a rebate of $0.0036
per executed share of displayed 7014, including the proposed Basic
eligible for new Additional Tape C ETP Rebates or New Product Support
Incentives, discussed below, the average liquidity in an ETP that has ADV greater
than 5 million during the month. Thus, Incentives. Eligibility for each tier is
time the DLP is at the NBBO for each based on the number of ETPs the DLP
assigned ETP must average at least 20%, the new rebate schedule takes into
consideration the nature of the market is assigned under the program.
and the average liquidity provided by Specifically, an eligible DLP that has at
the DLP for each assigned ETP must in the individual ETP, with the
Exchange providing the greatest least 10 ETPs assigned to them during
average at least 5% of the liquidity a given month will receive a rebate of
provided on Nasdaq in the respective incentive to DLPs to participate in the
program in ETPs that have the lowest $0.0003 per share executed in a Tape C
ETP.6 ETP. An eligible DLP that has at least 25
volumes.
Second Change Second, the Exchange is proposing assigned ETPs will receive a rebate of
$0.0004 per share executed in a Tape C
The purpose of the second change is New Product Support Incentives to
ETP in lieu of the $0.0003 per share
to modify the incentives provided by incentivize DLPs to support trading in
executed rebate. An eligible DLP that
newly-launched ETPs.7 The New
has at least 50 assigned ETPs will
4 As discussed in detail below, the Exchange is Product Support Incentives are
receive a rebate of $0.0005 per share
proposing to rename the LMM program as the provided in lieu of the Basic Rebates.
Designated Liquidity Provider program. As a executed in a Tape C ETP in lieu of the
Like the Basic Rebates, the New Product
consequence, LMMs will be renamed DLPs. For $0.0003 and $0.0004 per share executed
Support Initiatives [sic] are only
purposes of this filing, the use of the term DLP is rebates. Thus, the Exchange is providing
synonymous with the term LMM. available in the assigned ETPs that the
incentive to members to participate as
5 The Exchange is defining average daily volume, DLP qualifies for under the New
DLPs in a significant number of ETPs.
for purposes of the DLP Program, to mean the total Product Support Incentives performance The Exchange is also providing a DLP
consolidated volume reported to all consolidated criteria. The proposed incentives are
transaction reporting plans, for each individual that qualifies under the Additional Tape
security, by all exchanges and trade reporting based on the length of time since the C ETP Incentive criteria yet has fewer
facilities during a month divided by the number of ETP was launched,8 providing declining than 10 ETPs assigned to them the
trading days during the month. If a security is not levels of rebate as the ETP matures. In ability to qualify for a $0.0001 per share
listed for a full month, the number of trading days particular, the Exchange is proposing to
will only include the days in which the security is executed rebate in Tape C ETPs that
listed. offer to all DLPs that qualify under the meet the criteria of Rule 7014(f)(1)(A) if
6 For example, assume a DLP has 20 assignments.
7 Because the New Product Support Incentives
it increases the number of ETPs for
If a DLP quotes at the NBBO 50% of the time in
10 of the ETPs and in the remaining 10 ETPs quotes implicates Rule 102 of Regulation M, the which it is a DLP by 100%. A DLP is
at the NBBO 40% of the time, the average for the Commission is separately considering a limited, only eligible for the first 100% increase
purposes of this calculation will be 45%. Nasdaq conditional exemption for issuers whose securities and will not receive additional $0.0001
will calculate the liquidity provided by the DLP as are subject to the New Product Support Initiative
[sic].
per share executed rebates for
a percent of liquidity provided in each assigned
mstockstill on DSK3G9T082PROD with NOTICES
ETP on Nasdaq. Nasdaq will then average these 8 The Exchange considers an ETP’s launch date to subsequent 100% increases to the
percentages across symbols. For example, if the DLP be the inception date of the ETP. For example, if number of assigned ETPs. For example,
is 10% of the added liquidity in 10 of the ETPs and an ETP launched on August 17, 2016, then the ETP if an existing DLP has three assigned
4% of the added liquidity in the remaining 10 ETPs is considered a new product with a fund inception ETPs and thereafter is approved as a
the average for this calculation will be 7%. In this date of August 17, 2016. Nasdaq will offer an
instance the DLP will have met the criteria on enhanced rebate of ($0.0070) on the ETP up through DLP for three additional ETPs, the DLP
average for the additional incentive, even though it July 2017 (assuming the ADV threshold
failed to meet the criteria for all 20 ETPs requirement of the New Product Support Incentives 9 Rule 7014(f)(1)(A) sets forth the ETPs that may
individually. was not breached). be included in the program.
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![Federal Register / Vol. 81, No. 189 / Thursday, September 29, 2016 / Notices 67023
C. Self-Regulatory Organization’s those that may be withheld from the three comments in response to the
Statement on Comments on the public in accordance with the proposal.5 FINRA responded to the
Proposed Rule Change Received From provisions of 5 U.S.C. 552, will be comments on September 14, 2016.6
Members, Participants, or Others available for Web site viewing and FINRA extended the time period within
No written comments were either printing in the Commission’s Public which the Commission shall approve
solicited or received. Reference Room, 100 F Street NE., the proposed rule change, disapprove
Washington, DC 20549, on official the proposed rule change, or institute
III. Date of Effectiveness of the business days between the hours of proceedings to determine whether the
Proposed Rule Change and Timing for 10:00 a.m. and 3:00 p.m. Copies of the proposed rule change should be
Commission Action filing also will be available for disapproved to September 23, 2016.7
The foregoing rule change has become inspection and copying at the principal This order grants approval of the
effective pursuant to Section office of the Exchange. All comments proposed rule change.
19(b)(3)(A)(ii) of the Act.16 received will be posted without change; II. Description of the Proposed Rule
At any time within 60 days of the the Commission does not edit personal Change
filing of the proposed rule change, the identifying information from
Commission summarily may submissions. You should submit only Historically, FINRA has utilized
temporarily suspend such rule change if information that you wish to make TRACE to collect from its members and
it appears to the Commission that such available publicly. All submissions publicly disseminate information on
action is: (i) Necessary or appropriate in should refer to File Number SR– secondary, over-the-counter transactions
the public interest; (ii) for the protection NASDAQ–2016–130 and should be in corporate debt securities, Agency
of investors; or (iii) otherwise in submitted on or before October 20, Debt Securities,8 and certain primary
furtherance of the purposes of the Act. 2016. market transactions. For certain other
If the Commission takes such action, the asset types, FINRA utilized TRACE to
For the Commission, by the Division of collect transaction information, but
Commission shall institute proceedings Trading and Markets, pursuant to delegated
to determine whether the proposed rule until recently, did not disseminate such
authority.17
should be approved or disapproved. information publicly. FINRA has been
Brent J. Fields, working to phase-in the dissemination
IV. Solicitation of Comments Secretary. of transaction information for these
Interested persons are invited to [FR Doc. 2016–23490 Filed 9–28–16; 8:45 am] previously non-disseminated asset
submit written data, views, and BILLING CODE P types. To date, FINRA has implemented
arguments concerning the foregoing, dissemination of Agency Pass-Through
including whether the proposed rule Mortgage-Backed Securities and SBA-
change is consistent with the Act. SECURITIES AND EXCHANGE Backed ABS; 9 TRACE-Eligible
Comments may be submitted by any of COMMISSION
5 See letters to Brent J. Fields, Secretary,
the following methods: [Release No. 34–78925; File No. SR–FINRA– Commission, from Mike Nicholas, Chief Executive
Electronic Comments 2016–023] Officer, BDA, dated July 27, 2016 (‘‘BDA Letter’’);
Lynn Martin, President and Chief Operating Officer,
• Use the Commission’s Internet Self-Regulatory Organizations; ICE Data Services, dated July 27, 2016 (‘‘ICE
comment form (http://www.sec.gov/ Financial Industry Regulatory Letter’’); and Chris Killian, Managing Director,
rules/sro.shtml); or Securitization, SIFMA, dated July 27, 2016
Authority, Inc.; Order Granting
• Send an email to rule-comments@ Approval of Proposed Rule Change
(‘‘SIFMA Letter’’).
6 See letter to Brent J. Fields, Secretary,
sec.gov. Please include File Number SR– Relating to TRACE Reporting and Commission, from Alexander Ellenberg, Associate
NASDAQ–2016–130 on the subject line. Dissemination of CMO Transactions General Counsel, Regulatory Policy and Oversight,
FINRA, dated September 14, 2016 (‘‘FINRA
Paper Comments September 23, 2016. Response Letter’’).
• Send paper comments in triplicate 7 See letter to Katherine England, Assistant
I. Introduction Director, Division of Trading and Markets,
to Secretary, Securities and Exchange Commission, from Alexander L. Ellenberg,
Commission, 100 F Street NE., On June 27, 2016, the Financial Assistant General Counsel, Regulatory Policy and
Washington, DC 20549–1090. Industry Regulatory Authority, Inc. Oversight, FINRA, dated August 9, 2016 (extending
(‘‘FINRA’’) filed with the Securities and to September 9, 2016); letter to Katherine England,
All submissions should refer to File Assistant Director, Division of Trading and Markets,
Number SR–NASDAQ–2016–130. This Exchange Commission (‘‘Commission’’), Commission, from Alexander L. Ellenberg,
file number should be included on the pursuant to Section 19(b)(1) of the Associate General Counsel, Regulatory Policy and
subject line if email is used. To help the Securities Exchange Act of 1934 Oversight, FINRA, dated September 2, 2016
(‘‘Act’’) 1 and Rule 19b–4 thereunder,2 a (extending to September 23, 2016).
Commission process and review your 8 The term ‘‘Agency Debt Security’’ is defined in
comments more efficiently, please use proposed rule change related to Trade
FINRA Rule 6710(l).
only one method. The Commission will Reporting and Compliance Engine 9 On November 12, 2012, FINRA began
post all comments on the Commission’s (‘‘TRACE’’) reporting and dissemination disseminating transactions in Agency Pass-Through
Internet Web site (http://www.sec.gov/ of transactions in Collateralized Mortgage-Backed Securities traded TBA. See
Mortgage Obligations (‘‘CMOs’’).3 The Securities Exchange Act Release No. 66829 (April
rules/sro.shtml). Copies of the 18, 2012), 77 FR 24748 (April 25, 2012) (approving
submission, all subsequent proposed rule change was published for SR–FINRA–2012–020); FINRA’s Regulatory Notice
amendments, all written statements comment in the Federal Register on July 12–26 (May 2012) and Regulatory Notice 12–48
with respect to the proposed rule 6, 2016.4 The Commission received (November 2012). On July 22, 2013, FINRA began
mstockstill on DSK3G9T082PROD with NOTICES
disseminating transactions in Agency Pass-Through
change that are filed with the Mortgage-Backed Securities traded in Specified
17 17 CFR 200.30–3(a)(12).
Commission, and all written Pool Transactions and SBA-Backed ABS traded
1 15 U.S.C. 78s(b)(1).
communications relating to the 2 17 CFR 240.19b–4.
TBA or in Specified Pool Transactions. See
proposed rule change between the Securities Exchange Act Release No. 68084 (October
3 The term ‘‘Collateralized Mortgage Obligation’’
23, 2012), 77 FR 65436 (October 26, 2012)
Commission and any person, other than is defined in FINRA Rule 6710(dd). (approving SR–FINRA–2012–042); FINRA’s
4 See Securities Exchange Act Release No. 78196 Regulatory Notice 12–56 (December 2012). The
16 15 U.S.C. 78s(b)(3)(A)(ii). (June 29, 2016), 81 FR 44065 (‘‘Notice’’). Continued
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Document Created: 2016-09-29 04:14:05
Document Modified: 2016-09-29 04:14:05
| Category | Regulatory Information | |
| Collection | Federal Register | |
| sudoc Class | AE 2.7: GS 4.107: AE 2.106: | |
| Publisher | Office of the Federal Register, National Archives and Records Administration | |
| Section | Notices | |
| FR Citation | 81 FR 67019 |
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