82 FR 37248 - Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Notice of Filing of Proposed Rule Change To Adopt the Midpoint Extended Life Order
SECURITIES AND EXCHANGE COMMISSION Federal Register Volume 82, Issue 152 (August 9, 2017)
Federal Register Volume 82, Issue 152 (August 9, 2017)
| Page Range | 37248-37253 | |
| FR Document | 2017-16743 |
[Federal Register Volume 82, Number 152 (Wednesday, August 9, 2017)] [Notices] [Pages 37248-37253] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2017-16743] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Release No. 34-81311; File No. SR-NASDAQ-2017-074] Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Notice of Filing of Proposed Rule Change To Adopt the Midpoint Extended Life Order August 3, 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 21, 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 and II below, which Items have been prepared by the Exchange. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. --------------------------------------------------------------------------- \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 adopt the Midpoint Extended Life Order. The text of the proposed rule change is available on the Exchange's Web site at http://nasdaq.cchwallstreet.com, at the principal office of the Exchange, and at the Commission's Public Reference Room. [[Page 37249]] 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 U.S. equities markets are the envy of the world because they are singularly effective at attracting and allocating capital to innovative companies that create millions of jobs and trillions of dollars of shareholder value, companies like Apple, Google, Facebook, Amazon, Cisco Systems, Gilead, and thousands of other Nasdaq issuers. As the listing venue and the steward of the market on which they are listed, Nasdaq is compelled to make innovative changes to better the quality of the market, to the benefit of issuers and the people that invest in issuers' securities. As discussed in detail below, Nasdaq is proposing to adopt the Midpoint Extended Life Order as a new Order Type \3\ available to all members, and by extension to their customers, which will reward market participants that commit to a minimum half-second period (``Holding Period''), during which their order remains unchanged. Midpoint Extended Life Orders provide a mechanism by which market participants may receive a midpoint execution with other Midpoint Extended Life Orders that have also met the same Holding Period requirement. Like Nasdaq's Extended Life Order Attribute,\4\ Nasdaq is continuing its drive to provide innovative solutions to increase participation on the market by a broader array of investors. Nasdaq proposed the Extended Life Order Attribute as a first step in broadening participation on the market by providing priority to retail orders that often have longer term investment horizons. The Extended Life Order Attribute provides retail market participants a mechanism by which they have more opportunity to participate effectively at the prevailing market price when transactions occur. Nasdaq is now proposing a new Order Type that will allow all market participants to more effectively execute longer term investment strategies--the Midpoint Extended Life Order. --------------------------------------------------------------------------- \3\ The term ``Order'' means an instruction to trade a specified number of shares in a specified System Security submitted to the Nasdaq Market Center by a Participant. An ``Order Type'' is a standardized set of instructions associated with an Order that define how it will behave with respect to pricing, execution, and/or posting to the Nasdaq Book when submitted to Nasdaq. An ``Order Attribute'' is a further set of variable instructions that may be associated with an Order to further define how it will behave with respect to pricing, execution, and/or posting to the Nasdaq Book when submitted to Nasdaq. The available Order Types and Order Attributes, and the Order Attributes that may be associated with particular Order Types, are described in Rules 4702 and 4703. One or more Order Attributes may be assigned to a single Order; provided, however, that if the use of multiple Order Attributes would provide contradictory instructions to an Order, the System will reject the Order or remove non-conforming Order Attributes. See Rule 4701(e). \4\ See Securities Exchange Act Release No. 81097 (July 7, 2017), 82 FR 32386 (July 13, 2017) (SR-NASDAQ-2016-161). --------------------------------------------------------------------------- Background The Exchange operates based on a price/display/time priority execution algorithm.\5\ Simply put, the first displayed order at a price has priority over the next order and so on (this is also sometimes referred to as ``First In First Out'' or ``FIFO''). All displayed orders have priority over non-displayed orders at a price level. Midpoint Orders are non-displayed \6\ and allow participants to receive price improvement by executing against other non-displayed liquidity at the midpoint of the National Best Bid and Offer (``NBBO''). Nasdaq believes that some market participants that are looking for executions at the midpoint often have a longer investment horizon (i.e., long term investors), many of which are seeking both the best execution possible at the midpoint of the NBBO and are not necessarily measuring execution quality solely by each tick by tick change in market price. Some of these market participants with large- sized Orders are seeking to gain such an execution while minimizing market impact. --------------------------------------------------------------------------- \5\ See Rule 4757. \6\ Display is an Order Attribute that allows the price and size of an Order to be displayed to market participants via market data feeds. Certain Order Types may be non-displayed if they are not assigned a Display Order Attribute, and all non-displayed Orders may be referred to as ``Non-Displayed Orders.'' In contrast, an Order with a Display Order Attribute may be referred to as a ``Displayed Order.'' See Rule 4703(k). --------------------------------------------------------------------------- Over time, as order placement competition on Nasdaq has grown, the time that it takes for market participants to react to changes in the markets has decreased significantly. In addition, orders that access resting liquidity on exchanges have decreased in size due to the fragmented nature of the broader market and the adoption of algorithmic trading. As a result of this decrease in reaction time and size of orders, Nasdaq, and the equities markets in general, have become incredibly efficient. The nature of today's equities markets, however, have made it difficult for certain market participants that have longer term investment horizons and that focus on minimizing market impact rather than optimizing for queue placement. This is particularly true for market participants that are attempting to trade large-sized Orders.\7\ --------------------------------------------------------------------------- \7\ Nasdaq notes that market participants with large-sized Orders and that are not necessarily monitoring small changes in the NBBO or time to execution, include ``Institutional'' investors. Institutional investors are generally characterized as large entities that make investments on behalf of their owners or investors, such as pension funds and mutual funds. Nonetheless, Nasdaq believes that Midpoint Extended Life Orders will provide benefit to a wide array of market participants. As noted above, Midpoint Extended Life Orders are available to all Nasdaq members. --------------------------------------------------------------------------- Nasdaq weighed various ideas on how to augment the interaction on Nasdaq to meet the needs of these underserved market participants. Nasdaq believes that it is better to provide incentives that protect midpoint Orders by improving execution quality without impacting the ability to manage risk and to reduce the potential for order adjustment and cancellation, rather than apply blanket artificial latency mechanisms that apply to all Orders, which may distort or have unintended consequences on market quality such as disadvantaging displayed Orders. Nasdaq is proposing to address the needs of market participants that focus their trading on receiving midpoint execution where time to execution is less important when working to meet their long term investment needs. As discussed in detail below, Nasdaq is proposing to provide the Midpoint Extended Life Order as a voluntary option by which these market participants may participate on Nasdaq in return for allowing their orders to exist unchanged for a certain time. Proposal The Exchange is proposing to adopt a new Order Type that will allow all market participants that are less concerned with time to execution to receive executions at the midpoint of the NBBO, while deemphasizing speed as a factor in achieving the execution. Specifically, the Midpoint Extended Life Order is an Order Type with a Non- [[Page 37250]] Display Order Attribute \8\ that is priced at the midpoint between the NBBO and that will not be eligible to execute until the Holding Period of one half of a second has passed after acceptance of the Order by the System.\9\ The Holding Period represents a level of market risk that the market participant has assumed in order to receive a midpoint execution with other Midpoint Extended Life Orders, which have also met the Holding Period requirement. Moreover, the Holding Period mitigates risk that a market participant may attempt to access other Midpoint Extended Life Orders just prior to a move in the NBBO, thereby potentially negatively affecting the price at which the contra-side Midpoint Extended Life Order would receive. In order to allow members to effectively manage risk, a Midpoint Extended Life Order may be cancelled at any time. --------------------------------------------------------------------------- \8\ See note 6, supra. \9\ As noted above, a Midpoint Extended Life Order must remained [sic] unchanged for the Holding Period. If a Midpoint Extended Life Order is modified by a member during the Holding Period, the System will restart the Holding Period. --------------------------------------------------------------------------- Once a Midpoint Extended Life Order becomes eligible to execute by existing unchanged for the Holding Period, the Order may only execute against other eligible Midpoint Extended Life Orders. Like other midpoint pegged Orders,\10\ once the Midpoint Extended Life Order is eligible, a buy (sell) Midpoint Extended Life Order will be ranked in time order at the midpoint among other buy (sell) Midpoint Extended Life Orders. As discussed above, limiting interaction of Midpoint Extended Life Orders to other Midpoint Extended Life Orders mitigates the impact that these orders will have on the market and allows market participants entering such orders an increased chance of receiving a full execution at the midpoint of the NBBO at a given time. Importantly, limiting interaction of Midpoint Extended Life Orders ensures fairness because all Midpoint Extended Life Orders have met the same Holding Period requirement, thereby ensuring that members with Midpoint Extended Life Order are not disadvantaged by non-Midpoint Extended Life Orders entered by participant that have the benefit of knowing, and reacting to, the current state of the market. --------------------------------------------------------------------------- \10\ See also Rule 4703(d). --------------------------------------------------------------------------- A Midpoint Extended Life Order may be assigned a limit price. A limit price restricts the price at which an order may execute such that an order to sell may not execute below a certain price and an order to buy may not execute above a certain price. If a market participant assigns a limit price to its Midpoint Extended Life Order, the Order will be: (1) Eligible for execution in time priority if upon acceptance of the Order by the System and during the Holding Period thereafter, the midpoint price is within the limit set by the participant; or (2) held until the midpoint falls within the limit set by the participant at which time the Holding Period will commence and thereafter the System will make the Order eligible for execution in time priority if the midpoint price remains within the limit set by the participant during the Holding Period. For example, if the Best Bid was $11 and the Best Offer was $11.06, the price of the Midpoint Extended Life Order would be $11.03. If a participant enters a Midpoint Extended Life Order to buy with a limit of $11.02, the Holding Period would not begin until the midpoint price is executable at $11.02 (i.e., the midpoint of the NBBO).\11\ If a member takes an action on the Order (e.g., amend, revise) the System will re-start the clock based on the same criteria. --------------------------------------------------------------------------- \11\ If a Midpoint Extended Life Order has met the Holding Period requirement but the midpoint is no longer within its limit, it will nonetheless be ranked in time priority among other Midpoint Extended Life Orders if the NBBO later moves such that it is within the Order's limit price. --------------------------------------------------------------------------- Similar to other Orders with midpoint pegging,\12\ Midpoint Extended Life Orders are only available for execution during Market Hours \13\ and they may not be designated with a time-in-force of Immediate or Cancel (IOC),\14\ since the IOC Time In Force, by its nature, are [sic] inconsistent with the Holding Period requirement of the proposal. If a Midpoint Extended Life Order is entered during Pre- Market Hours,\15\ the System will hold the Order until completion of the Opening Cross, ranked in the time that it was received. If a Midpoint Extended Life Order is entered during Post-Market Hours,\16\ it will be rejected by the System. Midpoint Extended Life Orders are not eligible for the Nasdaq Opening, Halt and Closing Crosses, and any Midpoint Extended Life Orders that have not been executed by the end of Market Hours will be cancelled.\17\ Midpoint Extended Life Orders in existence at the time a Halt Cross is initiated will be ineligible to execute and held by the System until trading has resumed and the NBBO has been received by Nasdaq. Also, like other Orders with midpoint pegging, a Midpoint Extended Life Order may be executed in sub-pennies if necessary to obtain a midpoint price.\18\ Last, a Midpoint Extended Life Order must be entered with a size of at least one round lot, which will promote size in Midpoint Extended Life Orders and provide members with the most efficient processing of Midpoint Extended Life Orders. Any shares of a Midpoint Extended Life Order remaining after an execution that are less than a round lot will be cancelled by the System. --------------------------------------------------------------------------- \12\ See, e.g., Rule 4702(b)(5); see also Rule 4703(d). \13\ Market Hours begin after the completion of the Nasdaq Opening Cross (or at 9:30 a.m. ET in the case of a security for which no Nasdaq Opening Cross occurs). See Rule 4703(a). Nasdaq limits midpoint orders to Market Hours because, among other things, it believes that demand for such Orders is limited to Market Hours, since the wider spreads generally prevail during Pre-Market and Post-Market Hours trading sessions. See notes 15 and 16, infra. Wider spreads would result in execution prices more at variance from the NBBO than would be the case during Market Hours. \14\ See Rule 4703(a)(1). \15\ The term ``Pre-Market Hours'' means the period of time beginning at 4:00 a.m. ET and ending immediately prior to the commencement of Market Hours. See Rule 4701(g). \16\ The term ``Post-Market Hours'' means the period of time beginning immediately after the end of Market Hours and ending at 8:00 p.m. ET. See Rule 4701(g). \17\ See Rule 4703(d). \18\ Id. A sub-penny limit price entered by a member would not be accepted by the System. --------------------------------------------------------------------------- A Midpoint Extended Life Order may have a Minimum Quantity Order Attribute.\19\ Like other Orders with a Minimum Quantity Order Attribute, if an eligible Midpoint Extended Life Order has a Minimum Quantity Order Attribute and an eligible contra-side Midpoint Extended Life Order does not meet the quantity requirement, neither Order will execute. If another Midpoint Extended Life Order is ranked in priority behind the Midpoint Extended Life Order with a Minimum Quantity Order Attribute, it will execute against the contra-interest instead, if it is otherwise marketable. --------------------------------------------------------------------------- \19\ Minimum Quantity is an Order Attribute that allows a Participant to provide that an Order will not execute unless a specified minimum quantity of shares can be obtained. A Participant may designate that the minimum quantity condition be satisfied by execution against multiple Orders or a single Order. See Rule 4703(e). --------------------------------------------------------------------------- As discussed above, unlike certain delay mechanisms available on other exchanges, use of the proposed Midpoint Extended Life Order is wholly voluntary, and thus does not subject all members to the Holding Period. As a consequence, there is no distortive impact on market data as Midpoint Extended Life Order would be trade reported like any other Order. Moreover, members will not need to take any special steps to implement Midpoint Extended Life Orders, since it is an Order Type. In this regard, members, Securities Information Processors and market data consumers will not need to make any changes to their systems to account for Midpoint Extended Life Orders in market data because they will [[Page 37251]] be reported the same as other midpoint Orders, without any new or special indication. In sum, the Midpoint Extended Life Order is a simple mechanism by which Nasdaq can broaden its ecosystem of participants with little impact to the operation of the markets. Implementation Nasdaq plans to implement Midpoint Extended Life Orders within thirty days after Commission approval of the proposal. Nasdaq will make the Midpoint Extended Life Order available to all members and to all securities upon implementation. Nasdaq will announce the implementation date by Equity Trader Alert. 2. Statutory Basis The Exchange believes that its proposal is consistent with Section 6(b) of the Act,\20\ in general, and furthers the objectives of Section 6(b)(5) of the Act,\21\ in particular, in that it is designed to promote just and equitable principles of trade, 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. Nasdaq believes that the proposed change is consistent with this provision of the Act because it is emblematic of a core function of a national securities exchange, namely matching buyers and sellers of securities on a transparent and well-regulated market, and helping these buyers and sellers come together to receive the best execution possible. Nasdaq is achieving this by permitting Midpoint Extended Life Orders to execute solely against other Midpoint Extended Life Orders at the midpoint of the NBBO in return for providing market-improving behavior in the form of a longer-lived midpoint order. As noted above, Nasdaq believes that programmatic or intentional delays for all incoming Orders irrespective of trading objectives and regardless as to whether it is displayed or non-displayed, insert complexity into the market and are detrimental to overall market structure. By contrast, Nasdaq's proposal seeks to provide a simple mechanism by which market participants with longer investment horizons are able to source liquidity at the midpoint of the NBBO. Importantly, Midpoint Extended Life Orders will be available to all members, yet are wholly voluntary. --------------------------------------------------------------------------- \20\ 15 U.S.C. 78f(b). \21\ 15 U.S.C. 78f(b)(5). --------------------------------------------------------------------------- The proposed Midpoint Extended Life Order will provide members an opportunity to execute at the midpoint, only interacting with other Midpoint Extended Life Orders, in return for allowing their Orders to remain unchanged for the Holding Period. As Nasdaq has noted before, a great deal of the liquidity that is provided on exchanges is from market makers and automated liquidity providers, who have invested in technology and efficiency, which has resulted in many positive developments such as deep and liquid markets. Nasdaq is implementing Midpoint Extended Life Orders to increase access to, and participation on, Nasdaq for investors that are less concerned with time to execution, but rather are looking to source liquidity, often in greater size, at the midpoint of the NBBO against a contra-party Order that has met the same objectives. Currently, these market participants are underweighted or do not represent these Orders on Nasdaq, and the Midpoint Extended Life Order will provide additional tools to allow them to more effectively implement their investment strategies. Additionally, Midpoint Extended Life Orders will provide these participants with the many benefits provided by a well-regulated exchange, including transparency through publicly available rules, certainty surrounding trade execution, and market surveillance. Midpoint Extended Life Orders is wholly voluntary, available to all members, and does not subject all members to the Holding Period regardless of time horizon or investment objective, unlike certain delay mechanisms available on other exchanges. The Midpoint Extended Life Order is a simple mechanism by which Nasdaq can broaden its ecosystem of participants with little impact to the operation of the markets. The Exchange believes that markets and price discovery best function through the interactions of a diverse set of market participants. The Exchange also believes that the evolution of the markets which have brought many beneficial efficiencies have also made it difficult for some market participants to participate on the Exchange. The differentiation proposed herein by Nasdaq is not designed to permit unfair discrimination, but instead to promote increased participation on the Exchange by market participants that find it difficult to do so today and provide improved execution quality for market participants that are less concerned with time to execution. The Exchange believes that the transparency and competitiveness of offering Midpoint Extended Life Orders on a registered national securities exchange will result in a better execution experience for all investors. The Exchange notes that other market participants that enter orders that would otherwise be eligible to execute against a midpoint order will not be able to execute against a Midpoint Extended Life Order. The Exchange believes that this is not unfairly discriminatory because any market participant may enter a Midpoint Extended Life Order, thereby providing them access to other Midpoint Extended Life Orders. The Exchange notes that the statutory standard under Section 6(b)(5) of the Act is that the proposed change not discriminate unfairly. Nasdaq does not believe that providing an Order Type available to all members discriminates unfairly. To the contrary, Nasdaq believes that the Midpoint Extended Life Order will provide members with choice and more opportunities to interact on Nasdaq. Moreover, Nasdaq believes that much of the Midpoint Extended Life Orders will be entered by participants that typically do not enter Orders on Nasdaq for the reasons noted above. As a consequence, the Exchange does not believe that the current depth of liquidity on the Nasdaq will be impacted negatively, but rather Midpoint Extended Life Orders will provide members with the opportunity to interact in new ways on the Exchange. Consequently, the Exchange does not believe the proposed change discriminates unfairly. The Exchange also believes that the proposal will improve the ecosystem of market participants on Nasdaq. Midpoint orders generally provide price improvement to both sides to a trade, with each party sharing the ``spread'' between the bid and ask. Midpoint Extended Life Orders will also provide this benefit, but in a manner that will allow the market participants to execute against other Midpoint Extended Life Orders that have met the same Holding Period criteria. Since both sides of a Midpoint Extended Life Order execution are subject to the Holding Period, it does not discriminate or provide unfair advantages to either side of the trade. This mechanism will ensure that the Midpoint Extended Life Order is fair, by not allowing a side to the transaction to have an advantage based on timing. Moreover, the Exchange believes that Midpoint Extended Life Orders should draw new market participants to Nasdaq's transparent and well-regulated market. Nasdaq, like other national securities exchanges, is subject to the requirements of the Exchange Act, is regulated by the Commission, is subject to inspection by the Commission, and [[Page 37252]] must have transparent and fair rules applied to all of its members. Nasdaq believes that requiring Midpoint Extended Life Orders to exist unaltered for at least one half a second is a meaningful time, representing a significant level of risk taken by the market participant in return for the ability to receive a midpoint execution with other Midpoint Extended Life Orders, which have also met the Holding Period requirement. Although, one could argue that every stock is unique in the amount of time that represents a meaningful level of risk, the Exchange believes that implementing a program with individualized time requirements would be overly complex and would ultimately be too cumbersome for the industry to adopt. The Exchange came to the same conclusion in designing the requirements of the ELO Order Attribute. As Nasdaq noted in its ELO Order Attribute proposal, the concept of rewarding market participants that provide Orders that live for a certain minimum time is currently used in Canada by the Toronto Stock Exchange. Named the ``Long Life'' order type, it is designed to enhance the quality of execution for natural investors and their dealers by rewarding those willing to commit liquidity to the book for a minimum period of time and by enabling participants to gain priority in return for a longer resting time.\22\ Compliance with the Holding Period will be enforced by the System, and transactions in Midpoint Extended Life Orders will be reported to the Securities Information Processor and will be provided in Nasdaq's proprietary data feed in the same manner as all other transactions occurring on Nasdaq are done currently, namely, without any new or special indication that it is a Midpoint Extended Life Order execution. --------------------------------------------------------------------------- \22\ See https://www.tmx.com/newsroom/press-releases?id=352; see also http://www.osc.gov.on.ca/documents/en/Marketplaces/xxr-tsx_20150818_amd-rule-book-policies.pdf (Notice of Approval). --------------------------------------------------------------------------- As stated previously, the Exchange believes that the proposed change will benefit market participants that have longer term investment horizons and that often seek liquidity at the midpoint of the NBBO. Moreover, Nasdaq does not believe that the proposed Midpoint Extended Life Order will negatively affect the quality of the market because the Exchange anticipates the Order Type will draw new market participants to the Exchange, which are currently underserved. If the Exchange is incorrect, there are many substitutes in the market where market participants can send their orders. There are twelve other exchanges, over thirty registered Alternative Trading Systems, and many other non-registered off-exchange trading platforms, which a participant may choose to use if the execution quality on Nasdaq suffers due to the introduction of Midpoint Extended Life Orders. As the Commission noted in approving the exchange application of Investors Exchange LLC, the Exchange Act does not foreclose reasonable and not unfairly discriminatory innovations, including those that are designed to protect investors who seek to reliably place passive, non- displayed pegged orders on an exchange.\23\ For the reasons noted above, Nasdaq believes that the proposed Midpoint Extended Life Order further perfects the mechanism of a free and open market, promotes competition, broadens participation on Nasdaq, and considers the cost/ benefit of implementation. --------------------------------------------------------------------------- \23\ See Securities Exchange Act Release No. 78101 (June 17, 2016), 81 FR 41142, 41157 (June 23, 2016) (File No. 10-222). --------------------------------------------------------------------------- B. Self-Regulatory Organization's Statement on Burden on Competition Nasdaq recognizes that participants that invest in capabilities that allow them to drive price formation by repeatedly improving the NBBO on the Exchange bring tremendous value to the market by providing efficient prices, lowering costs for individual investors, and supporting price formation and stability for securities listed on Nasdaq and other U.S. exchanges. Nasdaq believes that Midpoint Extended Life Orders can coexist with existing participation strategies on Nasdaq to the benefit of all Exchange participants. As discussed above, the Exchange believes that the Midpoint Extended Life Order will draw new market participants to Nasdaq, with which existing market participants may interact by using the Midpoint Extended Life Order. For this reason, Nasdaq 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. Rather, Nasdaq believes that the proposed change increases competition and therefore improves participation by allowing certain market participants that may currently be underserved on regulated exchanges to compete based on elements other than speed. Specifically, the proposed change will allow market participants that have not invested in limit order queue placement but rather take risk by allowing their midpoint Order to exist unchanged for the Holding Period to have the ability to execute against other such Orders that have rested unchanged for the same duration. Although market participants that choose not to submit Midpoint Extended Life Orders will not have the opportunity to interact with such Orders, Nasdaq notes that this is solely the choice of the member since the Midpoint Extended Life Order is available to all members but its use is not compulsory. Additionally, adoption of Midpoint Extended Life Orders will not burden any market participants, including those that choose not to use these Orders, because no changes need to be made to their systems to account for Midpoint Extended Life Orders. As discussed above, Midpoint Extended Life Orders will be reported the same as other midpoint Orders, without any new or special indicator. The Exchange believes that increasing participation on Nasdaq will always serve to improve the overall ecosystem on the Exchange. To the extent that the proposal can bring additional order flow from different segments of the market with different long term investment goals to the Exchange, all market participants will benefit. Thus, the aim of the Proposal is not to disadvantage any one set of market participant, but rather to promote a healthy and inclusive market that will benefit all market participants, including those that currently contribute significant liquidity to the Exchange. Nasdaq believes Midpoint Extended Life Orders will provide a mechanism by which certain market participants that struggle to receive a midpoint execution at the NBBO at any given moment the opportunity to receive such an execution, while also providing existing participants an opportunity to interact with these new participants through a Midpoint Extended Life Order. The Exchange notes that it operates in a highly competitive market in which market participants can readily choose between competing venues if they deem participation in Nasdaq's market is no longer desirable. In such an environment, the Exchange must carefully consider the impact that any change it proposes may have on its participants, understanding that it will likely lose participants to the extent a change is viewed as unfavorable by them. Because competitors are free to modify the incentives and structure of their markets, the Exchange believes that the degree to which modifying the market structure of an individual market may impose any burden on competition is limited. Last, to the extent the proposed change is successful in attracting additional market [[Page 37253]] participants, Nasdaq also believes that the proposed change will promote competition among trading venues by making Nasdaq a more attractive trading venue for long-term investors and therefore capital formation. 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 Within 45 days of the date of publication of this notice in the Federal Register or within such longer period up to 90 days (i) as the Commission may designate if it finds such longer period to be appropriate and publishes its reasons for so finding or (ii) as to which the self-regulatory organization consents, the Commission will: (A) By order approve or disapprove such proposed rule change, or (B) institute proceedings to determine whether the proposed rule change should be 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-2017-074 on the subject line. Paper Comments Send paper comments in triplicate to Brent J. Fields, Secretary, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549-1090. All submissions should refer to File Number SR-NASDAQ-2017-074. 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-2017-074 and should be submitted on or before August 30, 2017. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.\24\ --------------------------------------------------------------------------- \24\ 17 CFR 200.30-3(a)(12). --------------------------------------------------------------------------- Eduardo A. Aleman, Assistant Secretary. [FR Doc. 2017-16743 Filed 8-8-17; 8:45 am] BILLING CODE 8011-01-P
![37248 Federal Register / Vol. 82, No. 152 / Wednesday, August 9, 2017 / Notices
where the purchase or redemption will and any principal underwriter for the exemption is consistent with the public
include cash under the limited Funds, and/or any broker or dealer interest and the protection of investors.
circumstances specified in the registered under the Exchange Act, to Section 17(b) of the Act authorizes the
application, purchasers will be required sell shares to Funds of Funds beyond Commission to grant an order
to purchase Creation Units by the limits of section 12(d)(1)(B) of the permitting a transaction otherwise
depositing specified instruments Act. The application’s terms and prohibited by section 17(a) if it finds
(‘‘Deposit Instruments’’), and conditions are designed to, among other that (a) the terms of the proposed
shareholders redeeming their shares things, help prevent any potential (i) transaction are fair and reasonable and
will receive specified instruments undue influence over a Fund through do not involve overreaching on the part
(‘‘Redemption Instruments’’). The control or voting power, or in of any person concerned; (b) the
Deposit Instruments and the connection with certain services, proposed transaction is consistent with
Redemption Instruments will each transactions, and underwritings, (ii) the policies of each registered
correspond pro rata to the positions in excessive layering of fees, and (iii) investment company involved; and (c)
the Fund’s portfolio (including cash overly complex fund structures, which the proposed transaction is consistent
positions) except as specified in the are the concerns underlying the limits with the general purposes of the Act.
application. in sections 12(d)(1)(A) and (B) of the
4. Because shares will not be Act. For the Commission, by the Division of
individually redeemable, applicants 8. Applicants request an exemption Investment Management, under delegated
request an exemption from section from sections 17(a)(1) and 17(a)(2) of the authority.
5(a)(1) and section 2(a)(32) of the Act Act to permit persons that are Affiliated Eduardo A. Aleman,
that would permit the Funds to register Persons, or Second Tier Affiliates, of the Assistant Secretary.
as open-end management investment Funds, solely by virtue of certain [FR Doc. 2017–16795 Filed 8–8–17; 8:45 am]
companies and issue shares that are ownership interests, to effectuate
BILLING CODE 8011–01–P
redeemable in Creation Units only. purchases and redemptions in-kind. The
5. Applicants also request an deposit procedures for in-kind
exemption from section 22(d) of the Act purchases of Creation Units and the SECURITIES AND EXCHANGE
and rule 22c–1 under the Act as redemption procedures for in-kind
COMMISSION
secondary market trading in shares will redemptions of Creation Units will be
take place at negotiated prices, not at a the same for all purchases and
current offering price described in a redemptions and Deposit Instruments [Release No. 34–81311; File No. SR–
Fund’s prospectus, and not at a price and Redemption Instruments will be NASDAQ–2017–074]
based on NAV. Applicants state that (a) valued in the same manner as those
secondary market trading in shares does investment positions currently held by Self-Regulatory Organizations; The
not involve a Fund as a party and will the Funds. Applicants also seek relief NASDAQ Stock Market LLC; Notice of
not result in dilution of an investment from the prohibitions on affiliated Filing of Proposed Rule Change To
in shares, and (b) to the extent different transactions in section 17(a) to permit a Adopt the Midpoint Extended Life
prices exist during a given trading day, Fund to sell its shares to and redeem its Order
or from day to day, such variances occur shares from a Fund of Funds, and to August 3, 2017.
as a result of third-party market forces, engage in the accompanying in-kind
such as supply and demand. Therefore, transactions with the Fund of Funds.3 Pursuant to Section 19(b)(1) of the
applicants assert that secondary market The purchase of Creation Units by a Securities Exchange Act of 1934
transactions in shares will not lead to Fund of Funds directly from a Fund will (‘‘Act’’),1 and Rule 19b–4 thereunder,2
discrimination or preferential treatment be accomplished in accordance with the notice is hereby given that on July 21,
among purchasers. Finally, applicants policies of the Fund of Funds and will 2017, The NASDAQ Stock Market LLC
represent that share market prices will be based on the NAVs of the Funds. (‘‘Nasdaq’’ or ‘‘Exchange’’) filed with the
be disciplined by arbitrage 9. Section 6(c) of the Act permits the Securities and Exchange Commission
opportunities, which should prevent Commission to exempt any persons or (‘‘SEC’’ or ‘‘Commission’’) the proposed
shares from trading at a material transactions from any provision of the rule change as described in Items I and
discount or premium from NAV. Act if such exemption is necessary or II below, which Items have been
6. With respect to Funds that effect appropriate in the public interest and prepared by the Exchange. The
creations and redemptions of Creation consistent with the protection of Commission is publishing this notice to
Units in kind and that are based on investors and the purposes fairly solicit comments on the proposed rule
certain Underlying Indexes that include intended by the policy and provisions of change from interested persons.
foreign securities, applicants request the Act. Section 12(d)(1)(J) of the Act
relief from the requirement imposed by provides that the Commission may I. Self-Regulatory Organization’s
section 22(e) in order to allow such exempt any person, security, or Statement of the Terms of Substance of
Funds to pay redemption proceeds transaction, or any class or classes of the Proposed Rule Change
within fifteen calendar days following persons, securities, or transactions, from
The Exchange proposes to adopt the
the tender of Creation Units for any provision of section 12(d)(1) if the
Midpoint Extended Life Order.
redemption. Applicants assert that the
requested relief would not be 3 The requested relief would apply to direct sales The text of the proposed rule change
of shares in Creation Units by a Fund to a Fund of is available on the Exchange’s Web site
sradovich on DSK3GMQ082PROD with NOTICES
inconsistent with the spirit and intent of
Funds and redemptions of those shares. Applicants,
section 22(e) to prevent unreasonable, moreover, are not seeking relief from section 17(a)
at http://nasdaq.cchwallstreet.com, at
undisclosed or unforeseen delays in the for, and the requested relief will not apply to, the principal office of the Exchange, and
actual payment of redemption proceeds. transactions where a Fund could be deemed an at the Commission’s Public Reference
7. Applicants request an exemption to Affiliated Person, or a Second-Tier Affiliate, of a Room.
Fund of Funds because an Adviser or an entity
permit Funds of Funds to acquire Fund controlling, controlled by or under common control
shares beyond the limits of section with an Adviser provides investment advisory 1 15 U.S.C. 78s(b)(1).
12(d)(1)(A) of the Act; and the Funds, services to that Fund of Funds. 2 17 CFR 240.19b–4.
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![37250 Federal Register / Vol. 82, No. 152 / Wednesday, August 9, 2017 / Notices
Display Order Attribute 8 that is priced Extended Life Order, the Order will be: the Nasdaq Opening, Halt and Closing
at the midpoint between the NBBO and (1) Eligible for execution in time priority Crosses, and any Midpoint Extended
that will not be eligible to execute until if upon acceptance of the Order by the Life Orders that have not been executed
the Holding Period of one half of a System and during the Holding Period by the end of Market Hours will be
second has passed after acceptance of thereafter, the midpoint price is within cancelled.17 Midpoint Extended Life
the Order by the System.9 The Holding the limit set by the participant; or (2) Orders in existence at the time a Halt
Period represents a level of market risk held until the midpoint falls within the Cross is initiated will be ineligible to
that the market participant has assumed limit set by the participant at which execute and held by the System until
in order to receive a midpoint execution time the Holding Period will commence trading has resumed and the NBBO has
with other Midpoint Extended Life and thereafter the System will make the been received by Nasdaq. Also, like
Orders, which have also met the Order eligible for execution in time other Orders with midpoint pegging, a
Holding Period requirement. Moreover, priority if the midpoint price remains Midpoint Extended Life Order may be
the Holding Period mitigates risk that a within the limit set by the participant executed in sub-pennies if necessary to
market participant may attempt to during the Holding Period. For example, obtain a midpoint price.18 Last, a
access other Midpoint Extended Life if the Best Bid was $11 and the Best Midpoint Extended Life Order must be
Orders just prior to a move in the Offer was $11.06, the price of the entered with a size of at least one round
NBBO, thereby potentially negatively Midpoint Extended Life Order would be lot, which will promote size in
affecting the price at which the contra- $11.03. If a participant enters a Midpoint Extended Life Orders and
side Midpoint Extended Life Order Midpoint Extended Life Order to buy provide members with the most efficient
would receive. In order to allow with a limit of $11.02, the Holding processing of Midpoint Extended Life
members to effectively manage risk, a Period would not begin until the Orders. Any shares of a Midpoint
Midpoint Extended Life Order may be midpoint price is executable at $11.02 Extended Life Order remaining after an
cancelled at any time. (i.e., the midpoint of the NBBO).11 If a execution that are less than a round lot
Once a Midpoint Extended Life Order member takes an action on the Order will be cancelled by the System.
becomes eligible to execute by existing (e.g., amend, revise) the System will re- A Midpoint Extended Life Order may
unchanged for the Holding Period, the start the clock based on the same have a Minimum Quantity Order
Order may only execute against other criteria. Attribute.19 Like other Orders with a
eligible Midpoint Extended Life Orders. Similar to other Orders with midpoint Minimum Quantity Order Attribute, if
Like other midpoint pegged Orders,10 pegging,12 Midpoint Extended Life an eligible Midpoint Extended Life
once the Midpoint Extended Life Order Orders are only available for execution Order has a Minimum Quantity Order
is eligible, a buy (sell) Midpoint during Market Hours 13 and they may Attribute and an eligible contra-side
Extended Life Order will be ranked in not be designated with a time-in-force of Midpoint Extended Life Order does not
time order at the midpoint among other Immediate or Cancel (IOC),14 since the meet the quantity requirement, neither
buy (sell) Midpoint Extended Life IOC Time In Force, by its nature, are Order will execute. If another Midpoint
Orders. As discussed above, limiting [sic] inconsistent with the Holding Extended Life Order is ranked in
interaction of Midpoint Extended Life Period requirement of the proposal. If a priority behind the Midpoint Extended
Orders to other Midpoint Extended Life Midpoint Extended Life Order is Life Order with a Minimum Quantity
Orders mitigates the impact that these entered during Pre-Market Hours,15 the Order Attribute, it will execute against
orders will have on the market and System will hold the Order until the contra-interest instead, if it is
allows market participants entering completion of the Opening Cross, otherwise marketable.
such orders an increased chance of ranked in the time that it was received. As discussed above, unlike certain
receiving a full execution at the If a Midpoint Extended Life Order is delay mechanisms available on other
midpoint of the NBBO at a given time. entered during Post-Market Hours,16 it exchanges, use of the proposed
Importantly, limiting interaction of will be rejected by the System. Midpoint Midpoint Extended Life Order is wholly
Midpoint Extended Life Orders ensures Extended Life Orders are not eligible for voluntary, and thus does not subject all
fairness because all Midpoint Extended members to the Holding Period. As a
Life Orders have met the same Holding 11 If a Midpoint Extended Life Order has met the
consequence, there is no distortive
Period requirement, thereby ensuring Holding Period requirement but the midpoint is no
longer within its limit, it will nonetheless be ranked impact on market data as Midpoint
that members with Midpoint Extended in time priority among other Midpoint Extended Extended Life Order would be trade
Life Order are not disadvantaged by Life Orders if the NBBO later moves such that it is reported like any other Order. Moreover,
non-Midpoint Extended Life Orders within the Order’s limit price.
members will not need to take any
12 See, e.g., Rule 4702(b)(5); see also Rule 4703(d).
entered by participant that have the special steps to implement Midpoint
13 Market Hours begin after the completion of the
benefit of knowing, and reacting to, the Extended Life Orders, since it is an
Nasdaq Opening Cross (or at 9:30 a.m. ET in the
current state of the market. case of a security for which no Nasdaq Opening Order Type. In this regard, members,
A Midpoint Extended Life Order may Cross occurs). See Rule 4703(a). Nasdaq limits
Securities Information Processors and
be assigned a limit price. A limit price midpoint orders to Market Hours because, among
other things, it believes that demand for such market data consumers will not need to
restricts the price at which an order may
execute such that an order to sell may
Orders is limited to Market Hours, since the wider make any changes to their systems to
spreads generally prevail during Pre-Market and account for Midpoint Extended Life
not execute below a certain price and an Post-Market Hours trading sessions. See notes 15
order to buy may not execute above a and 16, infra. Wider spreads would result in
Orders in market data because they will
certain price. If a market participant execution prices more at variance from the NBBO
than would be the case during Market Hours. 17 See Rule 4703(d).
sradovich on DSK3GMQ082PROD with NOTICES
assigns a limit price to its Midpoint 14 See Rule 4703(a)(1). 18 Id.A sub-penny limit price entered by a
15 The term ‘‘Pre-Market Hours’’ means the period member would not be accepted by the System.
8 See note 6, supra. of time beginning at 4:00 a.m. ET and ending 19 Minimum Quantity is an Order Attribute that
9 As noted above, a Midpoint Extended Life Order immediately prior to the commencement of Market allows a Participant to provide that an Order will
must remained [sic] unchanged for the Holding Hours. See Rule 4701(g). not execute unless a specified minimum quantity of
Period. If a Midpoint Extended Life Order is 16 The term ‘‘Post-Market Hours’’ means the shares can be obtained. A Participant may designate
modified by a member during the Holding Period, period of time beginning immediately after the end that the minimum quantity condition be satisfied by
the System will restart the Holding Period. of Market Hours and ending at 8:00 p.m. ET. See execution against multiple Orders or a single Order.
10 See also Rule 4703(d). Rule 4701(g). See Rule 4703(e).
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![Federal Register / Vol. 82, No. 152 / Wednesday, August 9, 2017 / Notices 37253
participants, Nasdaq also believes that communications relating to the I. Self-Regulatory Organization’s
the proposed change will promote proposed rule change between the Statement of the Terms of Substance of
competition among trading venues by Commission and any person, other than the Proposed Rule Change
making Nasdaq a more attractive trading those that may be withheld from the
venue for long-term investors and public in accordance with the The Exchange proposes to (1)
therefore capital formation. provisions of 5 U.S.C. 552, will be establish ports that members use to
available for Web site viewing and connect to the Exchange with the
C. Self-Regulatory Organization’s migration of the Exchange’s trading
Statement on Comments on the printing in the Commission’s Public
Reference Room, 100 F Street NE., system to the Nasdaq INET architecture,
Proposed Rule Change Received From and (2) amend the Schedule of Fees to
Members, Participants, or Others Washington, DC 20549 on official
business days between the hours of adopt fees for those ports.
No written comments were either The text of the proposed rule change
solicited or received. 10:00 a.m. and 3:00 p.m. Copies of the
filing also will be available for is available on the Exchange’s Web site
III. Date of Effectiveness of the inspection and copying at the principal at www.ise.com, at the principal office
Proposed Rule Change and Timing for office of the Exchange. All comments of the Exchange, and at the
Commission Action received will be posted without change; Commission’s Public Reference Room.
Within 45 days of the date of the Commission does not edit personal II. Self-Regulatory Organization’s
publication of this notice in the Federal identifying information from Statement of the Purpose of, and
Register or within such longer period submissions. You should submit only Statutory Basis for, the Proposed Rule
up to 90 days (i) as the Commission may information that you wish to make Change
designate if it finds such longer period available publicly. All submissions
to be appropriate and publishes its should refer to File Number SR– In its filing with the Commission, the
reasons for so finding or (ii) as to which NASDAQ–2017–074 and should be Exchange included statements
the self-regulatory organization submitted on or before August 30, 2017. concerning the purpose of and basis for
consents, the Commission will: the proposed rule change and discussed
(A) By order approve or disapprove For the Commission, by the Division of
Trading and Markets, pursuant to delegated any comments it received on the
such proposed rule change, or proposed rule change. The text of these
(B) institute proceedings to determine authority.24
statements may be examined at the
whether the proposed rule change Eduardo A. Aleman,
places specified in Item IV below. The
should be disapproved. Assistant Secretary.
Exchange has prepared summaries, set
IV. Solicitation of Comments [FR Doc. 2017–16743 Filed 8–8–17; 8:45 am] forth in sections A, B, and C below, of
Interested persons are invited to
BILLING CODE 8011–01–P the most significant aspects of such
submit written data, views, and statements.
arguments concerning the foregoing, SECURITIES AND EXCHANGE A. Self-Regulatory Organization’s
including whether the proposed rule Statement of the Purpose of, and
COMMISSION
change is consistent with the Act. Statutory Basis for, the Proposed Rule
Comments may be submitted by any of Change
the following methods: [Release No. 34–81312; File No. SR–MRX–
2017–13) 1. Purpose
Electronic Comments
• Use the Commission’s Internet Self-Regulatory Organizations; Nasdaq The purpose of the proposed rule
comment form (http://www.sec.gov/ MRX, LLC; Notice of Filing and change is to: (1) Establish ports that
rules/sro.shtml); or Immediate Effectiveness of Proposed members use to connect to the Exchange
• Send an email to rule-comments@ Rule Change To Establish Ports That with the migration of the Exchange’s
sec.gov. Please include File Number SR– Members Use To Connect to the trading system to the Nasdaq INET
NASDAQ–2017–074 on the subject line. Exchange architecture,3 and (2) amend the
Schedule of Fees to adopt fees for those
Paper Comments August 3, 2017. ports. In particular, the Exchange
• Send paper comments in triplicate Pursuant to Section 19(b)(1) of the proposes to establish and adopt fees for
to Brent J. Fields, Secretary, Securities Securities Exchange Act of 1934 the following connectivity options that
and Exchange Commission, 100 F Street (‘‘Act’’),1 and Rule 19b–4 thereunder,2 are available in connection with the re-
NE., Washington, DC 20549–1090. notice is hereby given that on July 20, platform of the Exchange’s trading
All submissions should refer to File 2017, Nasdaq MRX, LLC (‘‘MRX’’ or system: Specialized Quote Feed
Number SR–NASDAQ–2017–074. This ‘‘Exchange’’) filed with the Securities (‘‘SQF’’), SQF Purge, Ouch to Trade
file number should be included on the and Exchange Commission Options (‘‘OTTO’’), Clearing Trade
subject line if email is used. To help the (‘‘Commission’’) the proposed rule Interface (‘‘CTI’’), Financial Information
Commission process and review your change as described in Items I and II eXchange (‘‘FIX’’), FIX Drop, and
comments more efficiently, please use below, which Items have been prepared Disaster Recovery. These port options,
only one method. The Commission will which are described in more detail
by the Exchange. The Commission is
post all comments on the Commission’s
sradovich on DSK3GMQ082PROD with NOTICES
publishing this notice to solicit below, are the same as those currently
Internet Web site (http://www.sec.gov/ used to connect to the Exchange’s
comments on the proposed rule change
rules/sro.shtml). Copies of the affiliates, including Nasdaq GEMX, LLC
submission, all subsequent from interested persons.
(‘‘GEMX’’), Nasdaq Phlx (‘‘Phlx’’),
amendments, all written statements
with respect to the proposed rule 24 17 CFR 200.30–3(a)(12). 3 See Securities Exchange Act Release No. 80815
change that are filed with the 1 15 U.S.C. 78s(b)(1). (May 30, 2017), 82 FR 25827 (June 5, 2017) (SR–
Commission, and all written 2 17 CFR 240.19b–4. MRX–2017–02).
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Document Created: 2017-08-09 02:18:30
Document Modified: 2017-08-09 02:18:30
| 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 | 82 FR 37248 |
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