82_FR_34863 82 FR 34721 - Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Qualification Criteria Under the Qualified Market Maker Program at Rule 7014

82 FR 34721 - Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Qualification Criteria Under the Qualified Market Maker Program at Rule 7014

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 82, Issue 142 (July 26, 2017)

Page Range34721-34723
FR Document2017-15637

Federal Register, Volume 82 Issue 142 (Wednesday, July 26, 2017)
[Federal Register Volume 82, Number 142 (Wednesday, July 26, 2017)]
[Notices]
[Pages 34721-34723]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2017-15637]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-81182; File No. SR-NASDAQ-2017-070]


Self-Regulatory Organizations; The NASDAQ Stock Market LLC; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To 
Amend Qualification Criteria Under the Qualified Market Maker Program 
at Rule 7014

July 20, 2017.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that 
on July 10, 2017, 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.
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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 amend qualification criteria under the 
Qualified Market Maker Program at Rule 7014. While these amendments are 
effective upon filing, the Exchange has designated the proposed 
amendments to be operative on July 1, 2017.\3\
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    \3\ The Exchange initially filed the proposed pricing changes on 
June 28, 2017 (SR-NASDAQ-2017-066). On July 10, 2017, the Exchange 
withdrew that filing and submitted this filing. This filing corrects 
a marking error to the Exhibit 5 and clarifies the statutory basis 
discussion.
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    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 amend the Exchange's 
fees at Rule 7014 to raise the combined Consolidated Volume (adding and 
removing liquidity) criteria from the current requirement that a QMM 
have at least 3.5% to now require at least 3.7%, which a QMM must have 
to be eligible for a $0.0029 per share executed charge for orders in 
securities listed on exchanges other than Nasdaq priced at $1 or more 
per share that access liquidity on the Nasdaq Market Center.
    A QMM is a member that makes a significant contribution to market 
quality by providing liquidity at the national best bid and offer 
(``NBBO'') in a large number of stocks for a significant portion of the 
day.\4\ In addition, the

[[Page 34722]]

member must avoid imposing the burdens on Nasdaq and its market 
participants that may be associated with excessive rates of entry of 
orders away from the inside and/or order cancellation.\5\ The 
designation reflects the QMM's commitment to provide meaningful and 
consistent support to market quality and price discovery by extensive 
quoting at the NBBO in a large number of securities. In return for its 
contributions, certain financial benefits are provided to a QMM with 
respect to its order activity, as described under Rule 7014(e). These 
benefits include a lower rate charged for executions of orders in 
securities priced at $1 or more per share that access liquidity on the 
Nasdaq Market Center.\6\
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    \4\ See Rule 7014(d).
    \5\ Id.
    \6\ See Rule 7014(e).
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    Under Rule 7014(e), the Exchange charges a QMM $0.0030 per share 
executed for removing liquidity in Nasdaq-listed securities priced at 
$1 or more, and $0.00295 per share executed for removing liquidity in 
securities priced at $1 or more per share listed on exchanges other 
than Nasdaq, if the QMM's volume of liquidity added through one or more 
of its Nasdaq Market Center MPIDs during the month (as a percentage of 
Consolidated Volume) is not less than 0.80%. The Exchange assesses a 
charge of $0.0029 per share executed for removing liquidity in 
securities priced at $1 or more per share listed on exchanges other 
than Nasdaq if the QMM has a combined Consolidated Volume (adding and 
removing liquidity) of at least 3.5%, and the QMM also meets the QMM 
Tier 2 qualification criteria. The QMM Tier 2 qualification criteria 
requires a QMM to execute shares of liquidity provided in all 
securities through one or more of its Nasdaq Market Center MPIDs that 
represent above 0.90% of Consolidated Volume during the month.
    The Exchange is proposing to increase the combined Consolidated 
Volume (adding and removing liquidity) requirement to at least 3.7%. 
This increase is reflective of the Exchange's desire to provide 
incentives to attract order flow to the Exchange in securities listed 
on exchanges other than Nasdaq in return for significant market-
improving behavior. The modest increase in the qualification criteria 
will help ensure that QMMs are providing significant market-improving 
behavior.
2. Statutory Basis
    The Exchange believes that its proposal is consistent with Section 
6(b) of the Act,\7\ in general, and furthers the objectives of Sections 
6(b)(4) and 6(b)(5) of the Act,\8\ 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, and is 
not designed to permit unfair discrimination between customers, 
issuers, brokers, or dealers.
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    \7\ 15 U.S.C. 78f(b).
    \8\ 15 U.S.C. 78f(b)(4) and (5).
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    The Exchange believes that the $0.0029 per share executed charge 
for removing liquidity in securities priced at $1 or more per share 
listed on exchanges other than Nasdaq will continue to be reasonable 
because the fee will remain unchanged. When the Exchange adopted the 
fee,\9\ it believed that assessing the fee was reasonable because it 
was set at a level that is lower than the standard removal fee of 
$0.0030 per share executed, thereby providing an incentive to market 
participants, and it was also based on the Exchange's analysis of the 
cost to the Exchange of offering a lower fee, thereby decreasing the 
revenue derived from transactions by members that qualify for the fee, 
and the desired benefit to the market provided by the members that meet 
the fee's qualification criteria. The Exchange noted that the fee's 
qualification criteria provided an incentive to members to increase 
their participation in the market as measured by Consolidated Volume, 
which benefits all market participants. The Exchange also noted that 
members may qualify for a $0.00295 per share executed fee for removing 
liquidity in Tape A or B securities priced at $1 or more if the 
member's volume of liquidity added through one or more of its Nasdaq 
Market Center MPIDs during the month (as a percentage of Consolidated 
Volume) is not less than 0.80%. The Exchange explained that the 
proposed fee would continue to require a member to both qualify under 
the Tier 2 criteria that requires the member to execute shares of 
liquidity provided in all securities through one or more of its Nasdaq 
Market Center MPIDs that represent above 0.90% of Consolidated Volume 
during the month, and also provide an increased combined Consolidated 
Volume (adding and removing liquidity) requirement (which the Exchange 
is proposing to increase from at least 3.5% to 3.7%). Consequently, the 
Exchange noted that to qualify for a lower transaction fee for removing 
liquidity in Tape A or B securities under the QMM Program, the member 
must both provide greater Consolidated Volume through adding liquidity 
during the month (i.e., 0.90% versus 0.80%) and provide a certain level 
of combined Consolidated Volume, which accounts for both adding 
liquidity and removing liquidity. As noted above, the Exchange is not 
proposing to change the fee and the analysis described above remains 
valid. Accordingly, the Exchange believes that the fee remains 
reasonable.
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    \9\ See Securities Exchange Act Release No. 78977 (September 29, 
2016), 81 FR 69140 (October 5, 2016) (SR-NASDAQ-2016-032).
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    The Exchange believes that the increase to the combined 
Consolidated Volume qualification criteria is an equitable allocation 
and is not unfairly discriminatory because it is reflective of the 
success that the lower charge tier has had in promoting beneficial 
market participation, as measured by combined Consolidated Volume 
(adding and removing liquidity). The Exchange believes that the level 
of combined Consolidated Volume may be increased without resulting in a 
significant reduction in the number of QMMs that will likely qualify 
for the lower transaction fee. Consequently, the beneficial market 
participation should remain the same, and possibly increase. Moreover, 
the Exchange is not limiting which QMMs may qualify for the reduced 
charge. As noted, the QMM Program is intended to encourage members to 
promote price discovery and market quality by quoting at the NBBO for a 
significant portion of each day in a large number of securities, 
thereby benefitting Nasdaq and other investors by committing capital to 
support the execution of orders. To receive the $0.0029 per share 
executed charge, a member must meet the Tier 2 criteria, which requires 
the QMM to execute shares of liquidity provided in all securities 
through one or more of its Nasdaq Market Center MPIDs that represent 
above 0.90% of Consolidated Volume during the month. In addition, the 
QMM must provide a certain level of combined Consolidated Volume, which 
accounts for both adding liquidity and removing liquidity. The Exchange 
is proposing to increase the required combined Consolidated Volume 
requirement to make the qualification criteria required to receive the 
incentive more meaningful to QMMs in terms of the beneficial market 
activity required to receive the reduced charge, which is reflective of 
the Exchange's belief that QMMs may continue to qualify for the reduced 
charge while also providing more beneficial market participation. The 
Exchange uses Consolidated Volume as a measure of the QMM's activity in 
comparison to that of the market as a whole. Thus, the

[[Page 34723]]

modestly increased combined Consolidated Volume criteria required to 
qualify for the fee does not discriminate unfairly and is equitably 
allocated, as eligibility for the fee is tied to the QMM's performance 
in comparison to other participants in aggregate.

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, although the change to the QMM program may limit 
the benefits of the program in non-Nasdaq-listed securities to the 
extent QMMs that currently qualify for the $0.0029 per share executed 
charge are unable to meet the more stringent combined Consolidated 
Volume requirement, the incentive in question will remain in place and 
is itself reflective of the need for exchanges to offer significant 
financial incentives to attract order flow in return for meaningful 
market-improving behavior. The Exchange believes that the proposed 
qualification criteria will not negatively impact who will qualify for 
the $0.0029 per share executed charge but will rather have a positive 
impact on overall market quality as QMMs increase their participation 
in the market to qualify for the lower charge. If, however, the 
Exchange is incorrect and the changes proposed herein are unattractive 
to QMMs, it is likely that Nasdaq will lose market share as a result. 
Accordingly, Nasdaq does not believe that the proposed changes will 
impair the ability of members or competing order execution venues to 
maintain their competitive standing in the financial markets.

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.\10\
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    \10\ 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 Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number SR-NASDAQ-2017-070 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-2017-070. 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-2017-070, and should 
be submitted on or before August 16, 2017.
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    \11\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\11\
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-15637 Filed 7-25-17; 8:45 am]
 BILLING CODE 8011-01-P



                                                                               Federal Register / Vol. 82, No. 142 / Wednesday, July 26, 2017 / Notices                                                          34721

                                                  Funds to pay redemption proceeds                            9. Section 6(c) of the Act permits the                  solicit comments on the proposed rule
                                                  within fifteen calendar days following                   Commission to exempt any persons or                        change from interested persons.
                                                  the tender of Creation Units for                         transactions from any provision of the
                                                                                                                                                                      I. Self-Regulatory Organization’s
                                                  redemption. Applicants assert that the                   Act if such exemption is necessary or
                                                                                                                                                                      Statement of the Terms of the Substance
                                                  requested relief would not be                            appropriate in the public interest and
                                                                                                                                                                      of the Proposed Rule Change
                                                  inconsistent with the spirit and intent of               consistent with the protection of
                                                  section 22(e) to prevent unreasonable,                   investors and the purposes fairly                             The Exchange proposes to amend
                                                  undisclosed or unforeseen delays in the                  intended by the policy and provisions of                   qualification criteria under the
                                                  actual payment of redemption proceeds.                   the Act. Section 12(d)(1)(J) of the Act                    Qualified Market Maker Program at Rule
                                                     7. Applicants request an exemption to                 provides that the Commission may                           7014. While these amendments are
                                                  permit Funds of Funds to acquire Fund                    exempt any person, security, or                            effective upon filing, the Exchange has
                                                  shares beyond the limits of section                      transaction, or any class or classes of                    designated the proposed amendments to
                                                  12(d)(1)(A) of the Act; and the Funds,                   persons, securities, or transactions, from                 be operative on July 1, 2017.3
                                                  and any principal underwriter for the                    any provision of section 12(d)(1) if the                      The text of the proposed rule change
                                                  Funds, and/or any broker or dealer                       exemption is consistent with the public                    is available on the Exchange’s Web site
                                                  registered under the Exchange Act, to                    interest and the protection of investors.                  at http://nasdaq.cchwallstreet.com, at
                                                  sell shares to Funds of Funds beyond                     Section 17(b) of the Act authorizes the                    the principal office of the Exchange, and
                                                  the limits of section 12(d)(1)(B) of the                 Commission to grant an order                               at the Commission’s Public Reference
                                                  Act. The application’s terms and                         permitting a transaction otherwise                         Room.
                                                  conditions are designed to, among other                  prohibited by section 17(a) if it finds                    II. Self-Regulatory Organization’s
                                                  things, help prevent any potential (i)                   that (a) the terms of the proposed                         Statement of the Purpose of, and
                                                  undue influence over a Fund through                      transaction are fair and reasonable and                    Statutory Basis for, the Proposed Rule
                                                  control or voting power, or in                           do not involve overreaching on the part                    Change
                                                  connection with certain services,                        of any person concerned; (b) the
                                                  transactions, and underwritings, (ii)                    proposed transaction is consistent with                      In its filing with the Commission, the
                                                  excessive layering of fees, and (iii)                    the policies of each registered                            Exchange included statements
                                                  overly complex fund structures, which                    investment company involved; and (c)                       concerning the purpose of and basis for
                                                  are the concerns underlying the limits                   the proposed transaction is consistent                     the proposed rule change and discussed
                                                  in sections 12(d)(1)(A) and (B) of the                   with the general purposes of the Act.                      any comments it received on the
                                                  Act.                                                                                                                proposed rule change. The text of these
                                                                                                             For the Commission, by the Division of
                                                     8. Applicants request an exemption                    Investment Management, under delegated
                                                                                                                                                                      statements may be examined at the
                                                  from sections 17(a)(1) and 17(a)(2) of the               authority.                                                 places specified in Item IV below. The
                                                  Act to permit persons that are Affiliated                Eduardo A. Aleman,
                                                                                                                                                                      Exchange has prepared summaries, set
                                                  Persons, or Second Tier Affiliates, of the                                                                          forth in sections A, B, and C below, of
                                                                                                           Assistant Secretary.
                                                  Funds, solely by virtue of certain                                                                                  the most significant aspects of such
                                                                                                           [FR Doc. 2017–15712 Filed 7–25–17; 8:45 am]
                                                  ownership interests, to effectuate                                                                                  statements.
                                                                                                           BILLING CODE 8011–01–P
                                                  purchases and redemptions in-kind. The                                                                              A. Self-Regulatory Organization’s
                                                  deposit procedures for in-kind                                                                                      Statement of the Purpose of, and
                                                  purchases of Creation Units and the                      SECURITIES AND EXCHANGE                                    Statutory Basis for, the Proposed Rule
                                                  redemption procedures for in-kind                        COMMISSION                                                 Change
                                                  redemptions of Creation Units will be
                                                  the same for all purchases and                                                                                      1. Purpose
                                                                                                           [Release No. 34–81182; File No. SR–
                                                  redemptions and Deposit Instruments                      NASDAQ–2017–070]                                              The purpose of the proposed rule
                                                  and Redemption Instruments will be                                                                                  change is to amend the Exchange’s fees
                                                  valued in the same manner as those                       Self-Regulatory Organizations; The                         at Rule 7014 to raise the combined
                                                  investment positions currently held by                   NASDAQ Stock Market LLC; Notice of                         Consolidated Volume (adding and
                                                  the Funds. Applicants also seek relief                   Filing and Immediate Effectiveness of                      removing liquidity) criteria from the
                                                  from the prohibitions on affiliated                      Proposed Rule Change To Amend                              current requirement that a QMM have at
                                                  transactions in section 17(a) to permit a                Qualification Criteria Under the                           least 3.5% to now require at least 3.7%,
                                                  Fund to sell its shares to and redeem its                Qualified Market Maker Program at                          which a QMM must have to be eligible
                                                  shares from a Fund of Funds, and to                      Rule 7014                                                  for a $0.0029 per share executed charge
                                                  engage in the accompanying in-kind                                                                                  for orders in securities listed on
                                                  transactions with the Fund of Funds.3                    July 20, 2017.                                             exchanges other than Nasdaq priced at
                                                  The purchase of Creation Units by a                         Pursuant to Section 19(b)(1) of the                     $1 or more per share that access
                                                  Fund of Funds directly from a Fund will                  Securities Exchange Act of 1934                            liquidity on the Nasdaq Market Center.
                                                  be accomplished in accordance with the                   (‘‘Act’’),1 and Rule 19b–4 thereunder,2                       A QMM is a member that makes a
                                                  policies of the Fund of Funds and will                   notice is hereby given that on July 10,                    significant contribution to market
                                                  be based on the NAVs of the Funds.                       2017, The NASDAQ Stock Market LLC                          quality by providing liquidity at the
                                                                                                           (‘‘Nasdaq’’ or ‘‘Exchange’’) filed with the                national best bid and offer (‘‘NBBO’’) in
                                                     3 The requested relief would apply to direct sales    Securities and Exchange Commission                         a large number of stocks for a significant
                                                  of shares in Creation Units by a Fund to a Fund of       (‘‘SEC’’ or ‘‘Commission’’) the proposed                   portion of the day.4 In addition, the
mstockstill on DSK30JT082PROD with NOTICES




                                                  Funds and redemptions of those shares. Applicants,
                                                  moreover, are not seeking relief from section 17(a)
                                                                                                           rule change as described in Items I, II,
                                                  for, and the requested relief will not apply to,         and III below, which Items have been                          3 The Exchange initially filed the proposed

                                                  transactions where a Fund could be deemed an             prepared by the Exchange. The                              pricing changes on June 28, 2017 (SR–NASDAQ–
                                                  Affiliated Person, or a Second-Tier Affiliate, of a      Commission is publishing this notice to                    2017–066). On July 10, 2017, the Exchange
                                                  Fund of Funds because an Adviser or an entity                                                                       withdrew that filing and submitted this filing. This
                                                  controlling, controlled by or under common control                                                                  filing corrects a marking error to the Exhibit 5 and
                                                                                                                1 15   U.S.C. 78s(b)(1).                              clarifies the statutory basis discussion.
                                                  with an Adviser provides investment advisory
                                                  services to that Fund of Funds.                               2 17   CFR 240.19b–4.                                    4 See Rule 7014(d).




                                             VerDate Sep<11>2014   17:49 Jul 25, 2017   Jkt 241001   PO 00000     Frm 00099      Fmt 4703   Sfmt 4703   E:\FR\FM\26JYN1.SGM   26JYN1


                                                  34722                           Federal Register / Vol. 82, No. 142 / Wednesday, July 26, 2017 / Notices

                                                  member must avoid imposing the                              objectives of Sections 6(b)(4) and 6(b)(5)              member must both provide greater
                                                  burdens on Nasdaq and its market                            of the Act,8 in particular, in that it                  Consolidated Volume through adding
                                                  participants that may be associated with                    provides for the equitable allocation of                liquidity during the month (i.e., 0.90%
                                                  excessive rates of entry of orders away                     reasonable dues, fees and other charges                 versus 0.80%) and provide a certain
                                                  from the inside and/or order                                among members and issuers and other                     level of combined Consolidated
                                                  cancellation.5 The designation reflects                     persons using any facility, and is not                  Volume, which accounts for both
                                                  the QMM’s commitment to provide                             designed to permit unfair                               adding liquidity and removing liquidity.
                                                  meaningful and consistent support to                        discrimination between customers,                       As noted above, the Exchange is not
                                                  market quality and price discovery by                       issuers, brokers, or dealers.                           proposing to change the fee and the
                                                  extensive quoting at the NBBO in a large                       The Exchange believes that the                       analysis described above remains valid.
                                                  number of securities. In return for its                     $0.0029 per share executed charge for                   Accordingly, the Exchange believes that
                                                  contributions, certain financial benefits                   removing liquidity in securities priced                 the fee remains reasonable.
                                                  are provided to a QMM with respect to                       at $1 or more per share listed on                          The Exchange believes that the
                                                  its order activity, as described under                      exchanges other than Nasdaq will                        increase to the combined Consolidated
                                                  Rule 7014(e). These benefits include a                      continue to be reasonable because the                   Volume qualification criteria is an
                                                  lower rate charged for executions of                        fee will remain unchanged. When the                     equitable allocation and is not unfairly
                                                  orders in securities priced at $1 or more                   Exchange adopted the fee,9 it believed                  discriminatory because it is reflective of
                                                  per share that access liquidity on the                      that assessing the fee was reasonable                   the success that the lower charge tier
                                                  Nasdaq Market Center.6                                      because it was set at a level that is lower             has had in promoting beneficial market
                                                     Under Rule 7014(e), the Exchange                         than the standard removal fee of                        participation, as measured by combined
                                                  charges a QMM $0.0030 per share                             $0.0030 per share executed, thereby                     Consolidated Volume (adding and
                                                  executed for removing liquidity in                          providing an incentive to market                        removing liquidity). The Exchange
                                                  Nasdaq-listed securities priced at $1 or                    participants, and it was also based on                  believes that the level of combined
                                                  more, and $0.00295 per share executed                       the Exchange’s analysis of the cost to                  Consolidated Volume may be increased
                                                  for removing liquidity in securities                        the Exchange of offering a lower fee,                   without resulting in a significant
                                                  priced at $1 or more per share listed on                    thereby decreasing the revenue derived                  reduction in the number of QMMs that
                                                  exchanges other than Nasdaq, if the                         from transactions by members that                       will likely qualify for the lower
                                                  QMM’s volume of liquidity added                             qualify for the fee, and the desired                    transaction fee. Consequently, the
                                                  through one or more of its Nasdaq                           benefit to the market provided by the                   beneficial market participation should
                                                  Market Center MPIDs during the month                        members that meet the fee’s                             remain the same, and possibly increase.
                                                  (as a percentage of Consolidated                            qualification criteria. The Exchange                    Moreover, the Exchange is not limiting
                                                  Volume) is not less than 0.80%. The                         noted that the fee’s qualification criteria             which QMMs may qualify for the
                                                  Exchange assesses a charge of $0.0029                       provided an incentive to members to                     reduced charge. As noted, the QMM
                                                  per share executed for removing                             increase their participation in the                     Program is intended to encourage
                                                  liquidity in securities priced at $1 or                     market as measured by Consolidated                      members to promote price discovery
                                                  more per share listed on exchanges                          Volume, which benefits all market                       and market quality by quoting at the
                                                  other than Nasdaq if the QMM has a                          participants. The Exchange also noted                   NBBO for a significant portion of each
                                                  combined Consolidated Volume (adding                        that members may qualify for a                          day in a large number of securities,
                                                  and removing liquidity) of at least 3.5%,                   $0.00295 per share executed fee for                     thereby benefitting Nasdaq and other
                                                  and the QMM also meets the QMM Tier                         removing liquidity in Tape A or B                       investors by committing capital to
                                                  2 qualification criteria. The QMM Tier                      securities priced at $1 or more if the                  support the execution of orders. To
                                                  2 qualification criteria requires a QMM                     member’s volume of liquidity added                      receive the $0.0029 per share executed
                                                  to execute shares of liquidity provided                     through one or more of its Nasdaq                       charge, a member must meet the Tier 2
                                                  in all securities through one or more of                    Market Center MPIDs during the month                    criteria, which requires the QMM to
                                                  its Nasdaq Market Center MPIDs that                         (as a percentage of Consolidated                        execute shares of liquidity provided in
                                                  represent above 0.90% of Consolidated                       Volume) is not less than 0.80%. The                     all securities through one or more of its
                                                  Volume during the month.                                    Exchange explained that the proposed                    Nasdaq Market Center MPIDs that
                                                     The Exchange is proposing to increase                    fee would continue to require a member                  represent above 0.90% of Consolidated
                                                  the combined Consolidated Volume                            to both qualify under the Tier 2 criteria               Volume during the month. In addition,
                                                  (adding and removing liquidity)                             that requires the member to execute                     the QMM must provide a certain level
                                                  requirement to at least 3.7%. This                          shares of liquidity provided in all                     of combined Consolidated Volume,
                                                  increase is reflective of the Exchange’s                    securities through one or more of its                   which accounts for both adding
                                                  desire to provide incentives to attract                     Nasdaq Market Center MPIDs that                         liquidity and removing liquidity. The
                                                  order flow to the Exchange in securities                    represent above 0.90% of Consolidated                   Exchange is proposing to increase the
                                                  listed on exchanges other than Nasdaq                       Volume during the month, and also                       required combined Consolidated
                                                  in return for significant market-                           provide an increased combined                           Volume requirement to make the
                                                  improving behavior. The modest                              Consolidated Volume (adding and                         qualification criteria required to receive
                                                  increase in the qualification criteria will                 removing liquidity) requirement (which                  the incentive more meaningful to QMMs
                                                  help ensure that QMMs are providing                         the Exchange is proposing to increase                   in terms of the beneficial market activity
                                                  significant market-improving behavior.                      from at least 3.5% to 3.7%).                            required to receive the reduced charge,
                                                  2. Statutory Basis                                          Consequently, the Exchange noted that                   which is reflective of the Exchange’s
mstockstill on DSK30JT082PROD with NOTICES




                                                                                                              to qualify for a lower transaction fee for              belief that QMMs may continue to
                                                     The Exchange believes that its                           removing liquidity in Tape A or B
                                                  proposal is consistent with Section 6(b)                                                                            qualify for the reduced charge while
                                                                                                              securities under the QMM Program, the                   also providing more beneficial market
                                                  of the Act,7 in general, and furthers the
                                                                                                                   8 15
                                                                                                                                                                      participation. The Exchange uses
                                                                                                                    U.S.C. 78f(b)(4) and (5).
                                                    5 Id.                                                          9 See
                                                                                                                      Securities Exchange Act Release No. 78977
                                                                                                                                                                      Consolidated Volume as a measure of
                                                    6 See    Rule 7014(e).                                    (September 29, 2016), 81 FR 69140 (October 5,           the QMM’s activity in comparison to
                                                    7 15    U.S.C. 78f(b).                                    2016) (SR–NASDAQ–2016–032).                             that of the market as a whole. Thus, the


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                                                                               Federal Register / Vol. 82, No. 142 / Wednesday, July 26, 2017 / Notices                                                        34723

                                                  modestly increased combined                              competitive standing in the financial                       communications relating to the
                                                  Consolidated Volume criteria required                    markets.                                                    proposed rule change between the
                                                  to qualify for the fee does not                                                                                      Commission and any person, other than
                                                                                                           C. Self-Regulatory Organization’s
                                                  discriminate unfairly and is equitably                                                                               those that may be withheld from the
                                                                                                           Statement on Comments on the
                                                  allocated, as eligibility for the fee is tied                                                                        public in accordance with the
                                                                                                           Proposed Rule Change Received From
                                                  to the QMM’s performance in                                                                                          provisions of 5 U.S.C. 552, will be
                                                  comparison to other participants in                      Members, Participants, or Others
                                                                                                                                                                       available for Web site viewing and
                                                  aggregate.                                                 No written comments were either                           printing in the Commission’s Public
                                                                                                           solicited or received.
                                                  B. Self-Regulatory Organization’s                                                                                    Reference Room, 100 F Street NE.,
                                                  Statement on Burden on Competition                       III. Date of Effectiveness of the                           Washington, DC 20549 on official
                                                     The Exchange does not believe that                    Proposed Rule Change and Timing for                         business days between the hours of
                                                  the proposed rule change will impose                     Commission Action                                           10:00 a.m. and 3:00 p.m. Copies of the
                                                  any burden on competition not                               The foregoing rule change has become                     filing also will be available for
                                                  necessary or appropriate in furtherance                  effective pursuant to Section                               inspection and copying at the principal
                                                  of the purposes of the Act. In terms of                  19(b)(3)(A)(ii) of the Act.10                               office of the Exchange. All comments
                                                  inter-market competition, the Exchange                      At any time within 60 days of the                        received will be posted without change;
                                                  notes that it operates in a highly                       filing of the proposed rule change, the                     the Commission does not edit personal
                                                  competitive market in which market                       Commission summarily may                                    identifying information from
                                                  participants can readily favor competing                 temporarily suspend such rule change if                     submissions. You should submit only
                                                  venues if they deem fee levels at a                      it appears to the Commission that such                      information that you wish to make
                                                  particular venue to be excessive, or                     action is: (i) Necessary or appropriate in                  available publicly. All submissions
                                                  rebate opportunities available at other                  the public interest; (ii) for the protection                should refer to File Number SR–
                                                  venues to be more favorable. In such an                  of investors; or (iii) otherwise in                         NASDAQ–2017–070, and should be
                                                  environment, the Exchange must                           furtherance of the purposes of the Act.                     submitted on or before August 16, 2017.
                                                  continually adjust its fees to remain                    If the Commission takes such action, the
                                                  competitive with other exchanges and                     Commission shall institute proceedings                        For the Commission, by the Division of
                                                  with alternative trading systems that                    to determine whether the proposed rule                      Trading and Markets, pursuant to delegated
                                                  have been exempted from compliance                       should be approved or disapproved.                          authority.11
                                                  with the statutory standards applicable                                                                              Eduardo A. Aleman,
                                                  to exchanges. Because competitors are                    IV. Solicitation of Comments
                                                                                                                                                                       Assistant Secretary.
                                                  free to modify their own fees in                           Interested persons are invited to                         [FR Doc. 2017–15637 Filed 7–25–17; 8:45 am]
                                                  response, and because market                             submit written data, views, and                             BILLING CODE 8011–01–P
                                                  participants may readily adjust their                    arguments concerning the foregoing,
                                                  order routing practices, the Exchange                    including whether the proposed rule
                                                  believes that the degree to which fee                    change is consistent with the Act.                          SECURITIES AND EXCHANGE
                                                  changes in this market may impose any                    Comments may be submitted by any of                         COMMISSION
                                                  burden on competition is extremely                       the following methods:
                                                  limited.
                                                     In this instance, although the change                 Electronic Comments                                         [Release No. 34–81174; File No. SR–GEMX–
                                                  to the QMM program may limit the                           • Use the Commission’s Internet                           2017–32]
                                                  benefits of the program in non-Nasdaq-                   comment form (http://www.sec.gov/
                                                  listed securities to the extent QMMs that                rules/sro.shtml); or                                        Self-Regulatory Organizations; Nasdaq
                                                  currently qualify for the $0.0029 per                      • Send an email to rule-comments@                         GEMX, LLC; Notice of Filing and
                                                  share executed charge are unable to                      sec.gov. Please include File Number SR–                     Immediate Effectiveness of Proposed
                                                  meet the more stringent combined                         NASDAQ–2017–070 on the subject line.                        Rule Change Regarding Market Maker
                                                  Consolidated Volume requirement, the                                                                                 Quotations
                                                                                                           Paper Comments
                                                  incentive in question will remain in
                                                  place and is itself reflective of the need                  • Send paper comments in triplicate                      July 20, 2017.
                                                  for exchanges to offer significant                       to Secretary, Securities and Exchange                          Pursuant to Section 19(b)(1) of the
                                                  financial incentives to attract order flow               Commission, 100 F Street NE.,                               Securities Exchange Act of 1934
                                                  in return for meaningful market-                         Washington, DC 20549–1090.                                  (‘‘Act’’), 1 and Rule 19b–4 thereunder,2
                                                  improving behavior. The Exchange                         All submissions should refer to File                        notice is hereby given that on July 6,
                                                  believes that the proposed qualification                 Number SR–NASDAQ–2017–070. This                             2017, Nasdaq GEMX, LLC (‘‘GEMX’’ or
                                                  criteria will not negatively impact who                  file number should be included on the                       ‘‘Exchange’’) filed with the Securities
                                                  will qualify for the $0.0029 per share                   subject line if email is used. To help the                  and Exchange Commission
                                                  executed charge but will rather have a                   Commission process and review your                          (‘‘Commission’’) the proposed rule
                                                  positive impact on overall market                        comments more efficiently, please use                       change as described in Items I and II,
                                                  quality as QMMs increase their                           only one method. The Commission will                        below, which Items have been prepared
                                                  participation in the market to qualify for               post all comments on the Commission’s                       by the Exchange. The Commission is
                                                  the lower charge. If, however, the                       Internet Web site (http://www.sec.gov/                      publishing this notice to solicit
                                                  Exchange is incorrect and the changes                    rules/sro.shtml). Copies of the
mstockstill on DSK30JT082PROD with NOTICES




                                                                                                                                                                       comments on the proposed rule change
                                                  proposed herein are unattractive to                      submission, all subsequent
                                                                                                                                                                       from interested persons.
                                                  QMMs, it is likely that Nasdaq will lose                 amendments, all written statements
                                                  market share as a result. Accordingly,                   with respect to the proposed rule
                                                  Nasdaq does not believe that the                         change that are filed with the
                                                  proposed changes will impair the ability                 Commission, and all written                                   11 17 CFR 200.30–3(a)(12).
                                                  of members or competing order                                                                                          1 15 U.S.C. 78s(b)(1).
                                                  execution venues to maintain their                            10 15   U.S.C. 78s(b)(3)(A)(ii).                         2 17 CFR 240.19b–4.




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Document Created: 2017-07-26 01:29:32
Document Modified: 2017-07-26 01:29:32
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 Citation82 FR 34721 

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