82 FR 59838 - Self-Regulatory Organizations; NYSE MKT LLC; Notice of Filing of Amendment No. 2 to Proposed Rule Change Amending the Consolidated Audit Trail Funding Fees
SECURITIES AND EXCHANGE COMMISSION Federal Register Volume 82, Issue 240 (December 15, 2017)
Federal Register Volume 82, Issue 240 (December 15, 2017)
| Page Range | 59838-59841 | |
| FR Document | 2017-27023 |
[Federal Register Volume 82, Number 240 (Friday, December 15, 2017)] [Notices] [Pages 59838-59841] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2017-27023] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Release No. 34-82263; File No. SR-NYSEMKT-2017-26] Self-Regulatory Organizations; NYSE MKT LLC; Notice of Filing of Amendment No. 2 to Proposed Rule Change Amending the Consolidated Audit Trail Funding Fees December 11, 2017. On May 10, 2017, NYSE MKT LLC \1\ (the ``Exchange'' or ``NYSE MKT'') filed with the Securities and Exchange Commission (``Commission''), pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (``Act'') \2\ and Rule 19b-4 thereunder,\3\ a proposed rule change to adopt a fee schedule to establish the fees for Industry Members related to the National Market System Plan Governing the Consolidated Audit Trail (``CAT NMS Plan''). The proposed rule change was published in the Federal Register for comment on May 22, 2017.\4\ The Commission received seven comment letters on the proposed rule change,\5\ and a response to comments from the CAT NMS Plan Participants.\6\ On June 30, 2017, the Commission temporarily suspended and initiated proceedings to determine whether to approve or disapprove the proposed rule change.\7\ The Commission thereafter received seven comment letters,\8\ and a response to comments from the Participants.\9\ On October 25, [[Page 59839]] 2017, the Exchange filed Amendment No. 1 to the proposed rule change.\10\ On November 9, 2017, the Commission extended the time period within which to approve the proposed rule change or disapprove the proposed rule change to January 14, 2018.\11\ On November 29, 2017, the Exchange filed Amendment No. 2 to 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 from interested persons on Amendment No. 2. --------------------------------------------------------------------------- \1\ NYSE MKT LLC has been renamed NYSE American LLC. See Securities Exchange Act Rel. No. 80283 (Mar. 21. 2017), 82 FR 15244 (Mar. 27, 2017). \2\ 15 U.S.C. 78s(b)(1). \3\ 17 CFR 240.19b-4. \4\ See Securities Exchange Act Release No. 80694 (May 16, 2017), 82 FR 23416 (May 22, 2017) (``Original Proposal''). \5\ Since the CAT NMS Plan Participants' proposed rule changes to adopt fees to be charged to Industry Members to fund the consolidated audit trail are substantively identical, the Commission is considering all comments received on the proposed rule changes regardless of the comment file to which they were submitted. See text accompanying note 13 infra, for a list of the CAT NMS Plan Participants. See Letter from Theodore R. Lazo, Managing Director and Associate General Counsel, Securities Industry and Financial Markets Association, to Brent J. Fields, Secretary, Commission (dated June 6, 2017), available at: https://www.sec.gov/comments/sr-batsbzx-2017-38/batsbzx201738-1788188-153228.pdf; Letter from Patricia L. Cerny and Steven O'Malley, Compliance Consultants, to Brent J. Fields, Secretary, Commission (dated June 12, 2017), available at: https://www.sec.gov/comments/sr-cboe-2017-040/cboe2017040-1799253-153675.pdf; Letter from Daniel Zinn, General Counsel, OTC Markets Group Inc., to Eduardo A. Aleman, Assistant Secretary, Commission (dated June 13, 2017), available at: https://www.sec.gov/comments/sr-finra-2017-011/finra2017011-1801717-153703.pdf; Letter from Joanna Mallers, Secretary, FIA Principal Traders Group, to Brent J. Fields, Secretary, Commission (dated June 22, 2017), available at: https://www.sec.gov/comments/sr-cboe-2017-040/cboe2017040-1819670-154195.pdf; Letter from Stuart J. Kaswell, Executive Vice President and Managing Director, General Counsel, Managed Funds Association, to Brent J. Fields, Secretary, Commission (dated June 23, 2017), available at: https://www.sec.gov/comments/sr-finra-2017-011/finra2017011-1822454-154283.pdf; and Letter from Suzanne H. Shatto, Investor, to Commission (dated June 27, 2017), available at: https://www.sec.gov/comments/sr-batsedgx-2017-22/batsedgx201722-154443.pdf. The Commission also received a comment letter which is not pertinent to these proposed rule changes. See Letter from Christina Crouch, Smart Ltd., to Brent J. Fields, Secretary, Commission (dated June 5, 2017), available at: https://www.sec.gov/comments/sr-batsbzx-2017-38/batsbzx201738-1785545-153152.htm. \6\ See Letter from CAT NMS Plan Participants to Brent J. Fields, Secretary, Commission (dated June 29, 2017), available at: https://www.sec.gov/comments/sr-batsbyx-2017-11/batsbyx201711-1832632-154584.pdf. \7\ See Securities Exchange Act Release No. 81067 (June 30, 2017), 82 FR 31656 (July 7, 2017). \8\ See Letter from W. Hardy Callcott, Partner, Sidley Austin LLP, to Brent J. Fields, Secretary, Commission (dated July 27, 2017), available at: https://www.sec.gov/comments/sr-batsbyx-2017-11/batsbyx201711-2148338-157737.pdf; Letter from Kevin Coleman, General Counsel and Chief Compliance Officer, Belvedere Trading LLC, to Brent J. Fields, Secretary, Commission (dated July 28, 2017), available at: https://www.sec.gov/comments/sr-batsbyx-2017-11/batsbyx201711-2148360-157740.pdf; Letter from Joanna Mallers, Secretary, FIA Principal Traders Group, to Brent J. Fields, Secretary, Commission (dated July 28, 2017), available at: https://www.sec.gov/comments/sr-batsbyx-2017-11/batsbyx201711-2151228-157745.pdf; Letter from Theodore R. Lazo, Managing Director and Associate General Counsel, SIFMA, to Brent J. Fields, Secretary, Commission (dated July 28, 2017), available at: https://www.sec.gov/comments/sr-batsbyx-2017-11/batsbyx201711-2150977-157744.pdf; Letter from Stuart J. Kaswell, Executive Vice President and Managing Director, General Counsel, Managed Funds Association, to Brent J. Fields, Secretary, Commission (dated July 28, 2017), available at: https://www.sec.gov/comments/sr-batsbyx-2017-11/batsbyx201711-2150818-157743.pdf; Letter from John Kinahan, Chief Executive Officer, Group One Trading, L.P., to Brent J. Fields, Secretary, Commission (dated August 10, 2017), available at: https://www.sec.gov/comments/sr-finra-2017-011/finra2017011-2214568-160619.pdf; Letter from Joseph Molluso, Executive Vice President and CFO, Virtu Financial, to Brent J. Fields, Commission (dated August 18, 2017), available at: https://www.sec.gov/comments/sr-finra-2017-011/finra2017011-2238648-160830.pdf. \9\ See Letter from Michael Simon, Chair, CAT NMS Plan Operating Committee, to Brent J. Fields, Commission, Secretary (dated November 2, 2017), available at https://www.sec.gov/comments/sr-batsbyx-2017-11/batsbyx201711-2674608-161412.pdf. \10\ Amendment No. 1 to the proposed rule change replaced and superseded the Original Proposal in its entirety. See Securities Exchange Act Release No. 82262 (December 11, 2017). \11\ See Securities Exchange Act Release No. 82049 (November 9, 2017), 82 FR 53549 (November 16, 2017). --------------------------------------------------------------------------- I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes to amend the NYSE American Equities Price List (``Price List''), and the NYSE American Options Fee Schedule (``Options Fee Schedule''), to adopt the fees for Industry Members related to the National Market System Plan Governing the Consolidated Audit Trail (the ``CAT NMS Plan'' or ``Plan'').\12\ On October 25, 2017, the Exchange filed an amendment to the Original Proposal (``First Amendment''). The Exchange files this proposed rule change (the ``Second Amendment'') to amend the Original Proposal, as amended by the First Amendment. The proposed change is available on the Exchange's website at www.nyse.com, at the principal office of the Exchange, and at the Commission's Public Reference Room. --------------------------------------------------------------------------- \12\ Unless otherwise specified, capitalized terms used in this rule filing are defined as set forth herein, the CAT Compliance Rule or in the CAT NMS Plan. --------------------------------------------------------------------------- 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 self-regulatory organization included statements concerning the purpose of, and basis for, the proposed rule change and discussed any comments it received on the proposed rule change. The text of those statements may be examined at the places specified in Item IV below. The Exchange has prepared summaries, set forth in sections A, B, and C below, of the most significant parts of such statements. A. Self-Regulatory Organization's Statement of the Purpose of, and the Statutory Basis for, the Proposed Rule Change 1. Purpose BOX Options Exchange LLC, Cboe BYX Exchange, Inc., Cboe BZX Exchange, Inc., Cboe EDGA Exchange, Inc., Cboe EDGX Exchange, Inc., Cboe C2 Exchange, Inc., Cboe Exchange, Inc., Chicago Stock Exchange, Inc., Financial Industry Regulatory Authority, Inc. (``FINRA''), Investors' Exchange LLC, Miami International Securities Exchange, LLC, MIAX PEARL, LLC, NASDAQ BX, Inc., Nasdaq GEMX, LLC, Nasdaq ISE, LLC, Nasdaq MRX, LLC, NASDAQ PHLX LLC, The NASDAQ Stock Market LLC, New York Stock Exchange LLC, NYSE American LLC, NYSE Arca, Inc. and NYSE National, Inc.\13\ (collectively, the ``Participants'') filed with the Commission, pursuant to Section 11A of the Exchange Act \14\ and Rule 608 of Regulation NMS thereunder,\15\ the CAT NMS Plan.\16\ The Participants filed the Plan to comply with Rule 613 of Regulation NMS under the Exchange Act. The Plan was published for comment in the Federal Register on May 17, 2016,\17\ and approved by the Commission, as modified, on November 15, 2016.\18\ The Plan is designed to create, implement and maintain a consolidated audit trail (``CAT'') that would capture customer and order event information for orders in NMS Securities and OTC Equity Securities, across all markets, from the time of order inception through routing, cancellation, modification, or execution in a single consolidated data source. The Plan accomplishes this by creating CAT NMS, LLC (the ``Company''), of which each Participant is a member, to operate the CAT.\19\ Under the CAT NMS Plan, the Operating Committee of the Company (``Operating Committee'') has discretion to establish funding for the Company to operate the CAT, including establishing fees that the Participants will pay, and establishing fees for Industry Members that will be implemented by the Participants (``CAT Fees'').\20\ The Participants are required to file with the SEC under Section 19(b) of the Exchange Act any such CAT Fees applicable to Industry Members that the Operating Committee approves.\21\ Accordingly, the Exchange submitted the Original Proposal to amend the Price List and the Options Fee Schedule to adopt the Consolidated Audit Trail Funding Fees, which would require Industry Members that are Exchange members to pay the CAT Fees determined by the Operating Committee. --------------------------------------------------------------------------- \13\ Note that Bats BYX Exchange, Inc., Bats BZX Exchange, Inc., Bats EDGA Exchange, Inc., Bats EDGX Exchange, Inc., LLC, C2 Options Exchange, Incorporated, and Chicago Board Options Exchange, Incorporated, have been renamed Cboe BYX Exchange, Inc., Cboe BZX Exchange, Inc., Cboe EDGA Exchange, Inc., Cboe EDGX Exchange, Inc., Cboe C2 Exchange, Inc., Cboe Exchange, Inc., respectively. \14\ 15 U.S.C. 78k-1. \15\ 17 CFR 242.608. \16\ See Letter from the Participants to Brent J. Fields, Secretary, Commission, dated September 30, 2014; and Letter from Participants to Brent J. Fields, Secretary, Commission, dated February 27, 2015. On December 24, 2015, the Participants submitted an amendment to the CAT NMS Plan. See Letter from Participants to Brent J. Fields, Secretary, Commission, dated December 23, 2015. \17\ Securities Exchange Act Rel. No. 77724 (Apr. 27, 2016), 81 FR 30614 (May 17, 2016). \18\ Securities Exchange Act Rel. No. 79318 (Nov. 15, 2016), 81 FR 84696 (Nov. 23, 2016) (``Approval Order''). \19\ The Plan also serves as the limited liability company agreement for the Company. \20\ Section 11.1(b) of the CAT NMS Plan. \21\ Id. --------------------------------------------------------------------------- The Commission published the Original Proposal for public comment in the Federal Register on May 22, 2017,\22\ and received comments in response to the Original Proposal or similar fee filings by other Participants.\23\ On June 30, 2017, the Commission suspended, and instituted proceedings to determine whether to approve or disapprove, the Original Proposal.\24\ The Commission received seven comment letters in response to those proceedings.\25\ --------------------------------------------------------------------------- \22\ Securities Exchange Act Rel. No. 80694 (May 16, 2017), 82 FR 23416 (May 22, 2017) (SR-NYSEMKT-2017-26). \23\ For a summary of comments, see generally Securities Exchange Act Rel. No. 81067 (June 30, 2017), 82 FR 31656 (July 7, 2017) (``Suspension Order''). \24\ Suspension Order. \25\ See Letter from Stuart J. Kaswell, Executive Vice President, Managing Director and General Counsel, Managed Funds Association, to Brent J. Fields, Secretary, SEC (July 28, 2017) (``MFA Letter''); Letter from Theodore R. Lazo, Managing Director and Associate General Counsel, SIFMA, to Brent J. Fields, Secretary, SEC (July 28, 2017) (``SIFMA Letter''); Joanna Mallers, Secretary, FIA Principal Traders Group, to Brent J. Fields, Secretary, SEC (July 28, 2017) (``FIA Principal Traders Group Letter''); Letter from Kevin Coleman, General Counsel & Chief Compliance Officer, Belvedere Trading LLC, to Brent J. Fields, Secretary, SEC (July 28, 2017) (``Belvedere Letter''); Letter from W. Hardy Callcott, Sidley Austin LLP, to Brent J. Fields, Secretary, SEC (July 27, 2017) (``Sidley Letter''); Letter from John Kinahan, Chief Executive Officer, Group One Trading, L.P., to Brent J. Fields, Secretary, SEC (Aug. 10, 2017) (``Group One Letter''); and Letter from Joseph Molluso, Executive Vice President, Virtu Financial, to Brent J. Fields, Secretary, SEC (Aug. 18, 2017) (``Virtu Financial Letter''). --------------------------------------------------------------------------- In response to the comments on the Original Proposal, the Operating Committee determined to make the following changes to the funding model: [[Page 59840]] (1) Add two additional CAT Fee tiers for Equity Execution Venues; (2) discount the market share of Execution Venue ATSs exclusively trading OTC Equity Securities as well as the market share of the FINRA over- the-counter reporting facility (``ORF'') by the average shares per trade ratio between NMS Stocks and OTC Equity Securities (calculated as 0.17% based on available data from the second quarter of June 2017) when calculating the market share of Execution Venue ATS exclusively trading OTC Equity Securities and FINRA; (3) discount the Options Market Maker quotes by the trade to quote ratio for options (calculated as 0.01% based on available data for June 2016 through June 2017) when calculating message traffic for Options Market Makers; (4) discount equity market maker quotes by the trade to quote ratio for equities (calculated as 5.43% based on available data for June 2016 through June 2017) when calculating message traffic for equity market makers; (5) decrease the number of tiers for Industry Members (other than the Execution Venue ATSs) from nine to seven; (6) change the allocation of CAT costs between Equity Execution Venues and Options Execution Venues from 75%/25% to 67%/33%; (7) adjust tier percentages and recovery allocations for Equity Execution Venues, Options Execution Venues and Industry Members (other than Execution Venue ATSs); (8) focus the comparability of CAT Fees on the individual entity level, rather than primarily on the comparability of affiliated entities; (9) commence invoicing of CAT Reporters as promptly as possible following the latest of the operative date of the Consolidated Audit Trail Funding Fees for each of the Participants and the operative date of the CAT NMS Plan amendment adopting CAT Fees for Participants; and (10) require the proposed fees to automatically expire two years from the operative date of the CAT NMS Plan amendment adopting CAT Fees for Participants. On October 25, 2017, the Exchange filed the First Amendment and proposed to amend the Original Proposal to reflect these changes. The Exchange submits this Second Amendment to the revise the proposal as set forth in the First Amendment to discount the OTC Equity Securities market share of all Execution Venue ATSs trading OTC Equity Securities, rather than applying the discount solely to those Execution Venue ATSs that exclusively trade OTC Equity Securities, when calculating the market share of Execution Venue ATS trading OTC Equity Securities. As discussed in the First Amendment: The Operating Committee determined to discount the market share of Execution Venue ATSs exclusively trading OTC Equity Securities as well as the market share of the FINRA ORF in recognition of the different trading characteristics of the OTC Equity Securities market as compared to the market in NMS Stocks. Many OTC Equity Securities are priced at less than one dollar--and a significant number at less than one penny--per share and low-priced shares tend to trade in larger quantities. Accordingly, a disproportionately large number of shares are involved in transactions involving OTC Equity Securities versus NMS Stocks. Because the proposed fee tiers are based on market share calculated by share volume, Execution Venue ATSs exclusively trading OTC Equity Securities and FINRA would likely be subject to higher tiers than their operations may warrant.\26\ --------------------------------------------------------------------------- \26\ See SR-NYSEMKT-2017-26, Amendment 1, Section 3(a), at page 22. The Operating Committee believes that this argument applies equally to both Execution Venue ATSs exclusively trading OTC Equity Securities and to Execution Venue ATSs that trade OTC Equity Securities as well as other securities. Accordingly, the Exchange proposes to amend paragraph (b)(2) of the Consolidated Audit Trail Funding Fees to apply the discount to all Execution Venue ATSs trading OTC Equity Securities. Specifically, the Exchange proposes to change the parenthetical regarding the OTC Equity Securities discount in paragraph (b)(2) of the proposed fee schedule from ``with a discount for Equity ATSs exclusively trading OTC Equity Securities based on the average shares per trade ratio between NMS Stocks and OTC Equity Securities'' to ``with a discount for OTC Equity Securities market share of Equity ATSs trading OTC Equity Securities based on the average shares per trade ratio between NMS Stocks and OTC Equity Securities.'' Additionally, the Exchange proposes to delete footnote 45 in Section 3(a) on page 23 of the First Amendment as the footnote is erroneous and was included inadvertently. 2. Statutory Basis The Exchange believes that the proposed rule change is consistent with the provisions of Section 6(b)(4) of the Act,\27\ because it provides for the equitable allocation of reasonable dues, fees, and other charges among members and issuers and other persons using its facilities. The Exchange believes the proposed rule change is also consistent with Section 6(b)(5) of the Act,\28\ which requires, among other things, that the Exchange's rules be designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, and, in general, to protect investors and the public interest, and not designed to permit unfair discrimination between customers, issuers, brokers and dealers. The Exchange believes that the proposed rule change is consistent with the Act, and that the proposed fees are reasonable, equitably allocated and not unfairly discriminatory. In particular, the Exchange believes that the proposed rule change would treat all Equity ATSs trading OTC Equity Securities in a comparable manner when calculating applicable fees. In addition, the proposed fee structure would take into consideration distinctions in securities trading operations of CAT Reporters, including all ATSs trading OTC Equity Securities. --------------------------------------------------------------------------- \27\ 15 U.S.C. 78f(b)(4). \28\ 15 U.S.C. 78f(b)(6). --------------------------------------------------------------------------- B. Self-Regulatory Organization's Statement on Burden on Competition Section 6(b)(8) of the Act \29\ require that the Exchange's rules not impose any burden on competition that is not necessary or appropriate. The Exchange does not believe that the proposed rule change will result in any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act. As previously described, the Exchange believes that the proposed rule change fairly and equitably allocates costs among CAT Reporters. In particular, the proposed rule change is structured to impose comparable fees on similarly situated CAT Reporters. The Exchange believes that the proposed rule change would treat all Equity ATSs trading OTC Equity Securities in a comparable manner when calculating applicable fees. In addition, the proposed rule change would take into consideration distinctions in securities trading operations of CAT Reporters, including all ATSs trading OTC Equity Securities. Moreover, the Operating Committee believes that the proposed rule change addresses certain competitive concerns raised by commenters related to ATSs trading OTC Equity Securities. --------------------------------------------------------------------------- \29\ 15 U.S.C. 78f(b)(8). --------------------------------------------------------------------------- C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others No written comments were solicited or received with respect to the proposed rule change. [[Page 59841]] III. Solicitation of Comments Interested persons are invited to submit written data, views and arguments concerning the foregoing, including whether the proposal, as amended by Amendment No. 1 and Amendment No. 2, 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-NYSEMKT-2017-26 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-NYSEMKT-2017-26. 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 website (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 website 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. Persons submitting comments are cautioned that we do not redact or edit personal identifying information from comment submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR-NYSEMKT-2017-26 and should be submitted on or before January 5, 2018. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.\30\ --------------------------------------------------------------------------- \30\ 17 CFR 200.30-3(a)(12). --------------------------------------------------------------------------- Robert W. Errett, Deputy Secretary. [FR Doc. 2017-27023 Filed 12-14-17; 8:45 am] BILLING CODE 8011-01-P
![59838 Federal Register / Vol. 82, No. 240 / Friday, December 15, 2017 / Notices
C. Self-Regulatory Organization’s Number SR–MIAX–2017–18, and comments from the CAT NMS Plan
Statement on Comments on the should be submitted on or before Participants.6 On June 30, 2017, the
Proposed Rule Change Received From January 5, 2018. Commission temporarily suspended and
Members, Participants, or Others For the Commission, by the Division of initiated proceedings to determine
Written comments were neither Trading and Markets, pursuant to delegated whether to approve or disapprove the
solicited nor received. authority.30 proposed rule change.7 The Commission
Robert W. Errett, thereafter received seven comment
III. Solicitation of Comments Deputy Secretary. letters,8 and a response to comments
Interested persons are invited to [FR Doc. 2017–27017 Filed 12–14–17; 8:45 am]
from the Participants.9 On October 25,
submit written data, views and BILLING CODE 8011–01–P
Commission (dated June 13, 2017), available at:
arguments concerning the foregoing, https://www.sec.gov/comments/sr-finra-2017-011/
including whether the proposal, as finra2017011-1801717-153703.pdf; Letter from
amended by Amendment No. 1 and SECURITIES AND EXCHANGE Joanna Mallers, Secretary, FIA Principal Traders
Amendment No. 2, is consistent with COMMISSION Group, to Brent J. Fields, Secretary, Commission
(dated June 22, 2017), available at: https://
the Act. Comments may be submitted by [Release No. 34–82263; File No. SR– www.sec.gov/comments/sr-cboe-2017-040/
any of the following methods: NYSEMKT–2017–26] cboe2017040-1819670-154195.pdf; Letter from
Stuart J. Kaswell, Executive Vice President and
Electronic Comments Managing Director, General Counsel, Managed
Self-Regulatory Organizations; NYSE Funds Association, to Brent J. Fields, Secretary,
• Use the Commission’s internet MKT LLC; Notice of Filing of Commission (dated June 23, 2017), available at:
comment form (http://www.sec.gov/ Amendment No. 2 to Proposed Rule https://www.sec.gov/comments/sr-finra-2017-011/
rules/sro.shtml); or finra2017011-1822454-154283.pdf; and Letter from
Change Amending the Consolidated
• Send an email to rule-comments@ Audit Trail Funding Fees
Suzanne H. Shatto, Investor, to Commission (dated
June 27, 2017), available at: https://www.sec.gov/
sec.gov. Please include File Number SR– comments/sr-batsedgx-2017-22/batsedgx201722-
MIAX–2017–18 on the subject line. December 11, 2017. 154443.pdf. The Commission also received a
On May 10, 2017, NYSE MKT LLC 1 comment letter which is not pertinent to these
Paper Comments (the ‘‘Exchange’’ or ‘‘NYSE MKT’’) filed proposed rule changes. See Letter from Christina
Crouch, Smart Ltd., to Brent J. Fields, Secretary,
• Send paper comments in triplicate with the Securities and Exchange Commission (dated June 5, 2017), available at:
to Secretary, Securities and Exchange Commission (‘‘Commission’’), pursuant https://www.sec.gov/comments/sr-batsbzx-2017-38/
Commission, 100 F Street NE, to Section 19(b)(1) of the Securities batsbzx201738-1785545-153152.htm.
6 See Letter from CAT NMS Plan Participants to
Washington, DC 20549–1090. Exchange Act of 1934 (‘‘Act’’) 2 and Rule
Brent J. Fields, Secretary, Commission (dated June
All submissions should refer to File 19b–4 thereunder,3 a proposed rule 29, 2017), available at: https://www.sec.gov/
Number SR–MIAX–2017–18. This file change to adopt a fee schedule to comments/sr-batsbyx-2017-11/batsbyx201711-
establish the fees for Industry Members 1832632-154584.pdf.
number should be included on the 7 See Securities Exchange Act Release No. 81067
subject line if email is used. To help the related to the National Market System
(June 30, 2017), 82 FR 31656 (July 7, 2017).
Commission process and review your Plan Governing the Consolidated Audit 8 See Letter from W. Hardy Callcott, Partner,
comments more efficiently, please use Trail (‘‘CAT NMS Plan’’). The proposed Sidley Austin LLP, to Brent J. Fields, Secretary,
only one method. The Commission will rule change was published in the Commission (dated July 27, 2017), available at:
Federal Register for comment on May https://www.sec.gov/comments/sr-batsbyx-2017-11/
post all comments on the Commission’s batsbyx201711-2148338-157737.pdf; Letter from
internet website (http://www.sec.gov/ 22, 2017.4 The Commission received Kevin Coleman, General Counsel and Chief
rules/sro.shtml). Copies of the seven comment letters on the proposed Compliance Officer, Belvedere Trading LLC, to
rule change,5 and a response to Brent J. Fields, Secretary, Commission (dated July
submission, all subsequent 28, 2017), available at: https://www.sec.gov/
amendments, all written statements comments/sr-batsbyx-2017-11/batsbyx201711-
30 17 CFR 200.30–3(a)(12).
with respect to the proposed rule 1 NYSE
2148360-157740.pdf; Letter from Joanna Mallers,
MKT LLC has been renamed NYSE Secretary, FIA Principal Traders Group, to Brent J.
change that are filed with the American LLC. See Securities Exchange Act Rel. Fields, Secretary, Commission (dated July 28, 2017),
Commission, and all written No. 80283 (Mar. 21. 2017), 82 FR 15244 (Mar. 27, available at: https://www.sec.gov/comments/sr-
communications relating to the 2017). batsbyx-2017-11/batsbyx201711-2151228-
proposed rule change between the 2 15 U.S.C. 78s(b)(1). 157745.pdf; Letter from Theodore R. Lazo,
3 17 CFR 240.19b–4. Managing Director and Associate General Counsel,
Commission and any person, other than SIFMA, to Brent J. Fields, Secretary, Commission
4 See Securities Exchange Act Release No. 80694
those that may be withheld from the (dated July 28, 2017), available at: https://
(May 16, 2017), 82 FR 23416 (May 22, 2017)
public in accordance with the (‘‘Original Proposal’’). www.sec.gov/comments/sr-batsbyx-2017-11/
provisions of 5 U.S.C. 552, will be 5 Since the CAT NMS Plan Participants’ proposed
batsbyx201711-2150977-157744.pdf; Letter from
Stuart J. Kaswell, Executive Vice President and
available for website viewing and rule changes to adopt fees to be charged to Industry Managing Director, General Counsel, Managed
printing in the Commission’s Public Members to fund the consolidated audit trail are Funds Association, to Brent J. Fields, Secretary,
substantively identical, the Commission is Commission (dated July 28, 2017), available at:
Reference Room, 100 F Street NE, considering all comments received on the proposed https://www.sec.gov/comments/sr-batsbyx-2017-11/
Washington, DC 20549, on official rule changes regardless of the comment file to batsbyx201711-2150818-157743.pdf; Letter from
business days between the hours of which they were submitted. See text accompanying John Kinahan, Chief Executive Officer, Group One
10:00 a.m. and 3:00 p.m. Copies of the note 13 infra, for a list of the CAT NMS Plan Trading, L.P., to Brent J. Fields, Secretary,
Participants. See Letter from Theodore R. Lazo, Commission (dated August 10, 2017), available at:
filing also will be available for Managing Director and Associate General Counsel, https://www.sec.gov/comments/sr-finra-2017-011/
inspection and copying at the principal Securities Industry and Financial Markets finra2017011-2214568-160619.pdf; Letter from
office of the Exchange. All comments Association, to Brent J. Fields, Secretary, Joseph Molluso, Executive Vice President and CFO,
received will be posted without change. Commission (dated June 6, 2017), available at: Virtu Financial, to Brent J. Fields, Commission
sradovich on DSK3GMQ082PROD with NOTICES
https://www.sec.gov/comments/sr-batsbzx-2017-38/ (dated August 18, 2017), available at: https://
Persons submitting comments are batsbzx201738-1788188-153228.pdf; Letter from www.sec.gov/comments/sr-finra-2017-011/
cautioned that we do not redact or edit Patricia L. Cerny and Steven O’Malley, Compliance finra2017011-2238648-160830.pdf.
personal identifying information from Consultants, to Brent J. Fields, Secretary, 9 See Letter from Michael Simon, Chair, CAT
comment submissions. You should Commission (dated June 12, 2017), available at: NMS Plan Operating Committee, to Brent J. Fields,
https://www.sec.gov/comments/sr-cboe-2017-040/ Commission, Secretary (dated November 2, 2017),
submit only information that you wish cboe2017040-1799253-153675.pdf; Letter from available at https://www.sec.gov/comments/sr-
to make available publicly. All Daniel Zinn, General Counsel, OTC Markets Group batsbyx-2017-11/batsbyx201711-2674608-
submissions should refer to File Inc., to Eduardo A. Aleman, Assistant Secretary, 161412.pdf.
VerDate Sep<11>2014 23:42 Dec 14, 2017 Jkt 244001 PO 00000 Frm 00264 Fmt 4703 Sfmt 4703 E:\FR\FM\15DEN1.SGM 15DEN1](https://thefederalregister.org/doc/82_FR_60078/page/1.svg)
![Federal Register / Vol. 82, No. 240 / Friday, December 15, 2017 / Notices 59841
III. Solicitation of Comments For the Commission, by the Division of comments from the Participants.5 On
Trading and Markets, pursuant to delegated June 30, 2017, the Commission
Interested persons are invited to authority.30 temporarily suspended and initiated
submit written data, views and Robert W. Errett, proceedings to determine whether to
arguments concerning the foregoing, Deputy Secretary. approve or disapprove the proposed
including whether the proposal, as [FR Doc. 2017–27023 Filed 12–14–17; 8:45 am] rule change.6 The Commission
amended by Amendment No. 1 and BILLING CODE 8011–01–P thereafter received seven comment
Amendment No. 2, is consistent with letters,7 and a response to comments
the Act. Comments may be submitted by from the Participants.8 On November 7,
any of the following methods: SECURITIES AND EXCHANGE 2017, the Exchange filed Amendment
COMMISSION No. 1 to the proposed rule change.9 On
Electronic Comments
[Release No. 34–82255; File No. SR– November 9, 2017, the Commission
• Use the Commission’s internet PEARL–2017–20] extended the time period within which
comment form (http://www.sec.gov/
rules/sro.shtml); or Self-Regulatory Organizations; MIAX Commission (dated June 23, 2017), available at:
PEARL LLC; Notice of Filing of https://www.sec.gov/comments/sr-finra-2017-011/
• Send an email to rule-comments@ finra2017011-1822454-154283.pdf; and Letter from
sec.gov. Please include File Number SR– Amendment No. 2 to a Proposed Rule Suzanne H. Shatto, Investor, to Commission (dated
NYSEMKT–2017–26 on the subject line. Change To Amend the Fee Schedule June 27, 2017), available at: https://www.sec.gov/
comments/sr-batsedgx-2017-22/batsedgx201722-
December 11, 2017. 154443.pdf. The Commission also received a
Paper Comments
On May 1, 2017, MIAX PEARL, LLC comment letter which is not pertinent to these
• Send paper comments in triplicate (‘‘MIAX PEARL’’ or ‘‘Exchange’’) filed proposed rule changes. See Letter from Christina
Crouch, Smart Ltd., to Brent J. Fields, Secretary,
to Brent J. Fields, Secretary, Securities with the Securities and Exchange Commission (dated June 5, 2017), available at:
and Exchange Commission, 100 F Street Commission (‘‘Commission’’), pursuant https://www.sec.gov/comments/sr-batsbzx-2017-38/
NE, Washington, DC 20549–1090. to Section 19(b)(1) of the Securities batsbzx201738-1785545-153152.htm.
Exchange Act of 1934 (‘‘Act’’) 1 and Rule 5 See Letter from CAT NMS Plan Participants to
All submissions should refer to File 19b–4 thereunder,2 a proposed rule Brent J. Fields, Secretary, Commission (dated June
Number SR–NYSEMKT–2017–26. This change to adopt a fee schedule to 29, 2017), available at: https://www.sec.gov/
file number should be included on the comments/sr-batsbyx-2017-11/batsbyx201711-
establish the fees for Industry Members 1832632-154584.pdf.
subject line if email is used. To help the related to the National Market System 6 See Securities Exchange Act Release No. 81067
Commission process and review your Plan Governing the Consolidated Audit (June 30, 2017), 82 FR 31656 (July 7, 2017).
comments more efficiently, please use Trail (‘‘CAT NMS Plan’’). The proposed 7 See Letter from W. Hardy Callcott, Partner,
only one method. The Commission will rule change was published in the Sidley Austin LLP, to Brent J. Fields, Secretary,
post all comments on the Commission’s Commission (dated July 27, 2017), available at:
Federal Register for comment on May https://www.sec.gov/comments/sr-batsbyx-2017-11/
internet website (http://www.sec.gov/ 19, 2017.3 The Commission received batsbyx201711-2148338-157737.pdf; Letter from
rules/sro.shtml). Copies of the seven comment letters on the proposed Kevin Coleman, General Counsel and Chief
submission, all subsequent rule change,4 and a response to Compliance Officer, Belvedere Trading LLC, to
amendments, all written statements Brent J. Fields, Secretary, Commission (dated July
28, 2017), available at: https://www.sec.gov/
with respect to the proposed rule 1 15 U.S.C. 78s(b)(1). comments/sr-batsbyx-2017-11/batsbyx201711-
change that are filed with the 2 17 CFR 240.19b–4. 2148360-157740.pdf; Letter from Joanna Mallers,
Commission, and all written 3 See Securities Exchange Act Release No. 80676 Secretary, FIA Principal Traders Group, to Brent J.
communications relating to the (May 15, 2017), 82 FR 23083 (May 19, 2017) Fields, Secretary, Commission (dated July 28, 2017),
(‘‘Original Proposal’’). available at: https://www.sec.gov/comments/sr-
proposed rule change between the 4 Since the CAT NMS Plan Participants’ proposed batsbyx-2017-11/batsbyx201711-2151228-
Commission and any person, other than rule changes to adopt fees to be charged to Industry 157745.pdf; Letter from Theodore R. Lazo,
those that may be withheld from the Members to fund the consolidated audit trail are Managing Director and Associate General Counsel,
public in accordance with the substantively identical, the Commission is SIFMA, to Brent J. Fields, Secretary, Commission
considering all comments received on the proposed (dated July 28, 2017), available at: https://
provisions of 5 U.S.C. 552, will be www.sec.gov/comments/sr-batsbyx-2017-11/
rule changes regardless of the comment file to
available for website viewing and which they were submitted. See text accompanying batsbyx201711-2150977-157744.pdf; Letter from
printing in the Commission’s Public note 13 infra, for a list of the CAT NMS Plan Stuart J. Kaswell, Executive Vice President and
Reference Room, 100 F Street NE, Participants. See Letter from Theodore R. Lazo, Managing Director, General Counsel, Managed
Managing Director and Associate General Counsel, Funds Association, to Brent J. Fields, Secretary,
Washington, DC 20549 on official Commission (dated July 28, 2017), available at:
Securities Industry and Financial Markets
business days between the hours of Association, to Brent J. Fields, Secretary, https://www.sec.gov/comments/sr-batsbyx-2017-11/
10:00 a.m. and 3:00 p.m. Copies of the Commission (dated June 6, 2017), available at: batsbyx201711-2150818-157743.pdf; Letter from
filing also will be available for https://www.sec.gov/comments/sr-batsbzx-2017-38/ John Kinahan, Chief Executive Officer, Group One
batsbzx201738-1788188-153228.pdf; Letter from Trading, L.P., to Brent J. Fields, Secretary,
inspection and copying at the principal Commission (dated August 10, 2017), available at:
Patricia L. Cerny and Steven O’Malley, Compliance
office of the Exchange. All comments Consultants, to Brent J. Fields, Secretary, https://www.sec.gov/comments/sr-finra-2017-011/
received will be posted without change. Commission (dated June 12, 2017), available at: finra2017011-2214568-160619.pdf; Letter from
Persons submitting comments are https://www.sec.gov/comments/sr-cboe-2017-040/ Joseph Molluso, Executive Vice President and CFO,
cboe2017040-1799253-153675.pdf; Letter from Virtu Financial, to Brent J. Fields, Commission
cautioned that we do not redact or edit (dated August 18, 2017), available at: https://
Daniel Zinn, General Counsel, OTC Markets Group
personal identifying information from Inc., to Eduardo A. Aleman, Assistant Secretary, www.sec.gov/comments/sr-finra-2017-011/
comment submissions. You should Commission (dated June 13, 2017), available at: finra2017011-2238648-160830.pdf.
8 See Letter from Michael Simon, Chair, CAT
submit only information that you wish https://www.sec.gov/comments/sr-finra-2017-011/
sradovich on DSK3GMQ082PROD with NOTICES
finra2017011-1801717-153703.pdf; Letter from NMS Plan Operating Committee, to Brent J. Fields,
to make available publicly. All Commission, Secretary (dated November 2, 2017),
Joanna Mallers, Secretary, FIA Principal Traders
submissions should refer to File Group, to Brent J. Fields, Secretary, Commission available at https://www.sec.gov/comments/sr-
Number SR–NYSEMKT–2017–26 and (dated June 22, 2017), available at: https:// batsbyx-2017-11/batsbyx201711-2674608-
should be submitted on or before www.sec.gov/comments/sr-cboe-2017-040/ 161412.pdf.
cboe2017040-1819670-154195.pdf; Letter from 9 Amendment No. 1 to the proposed rule change
January 5, 2018.
Stuart J. Kaswell, Executive Vice President and replaced and superseded the Original Proposal in
Managing Director, General Counsel, Managed its entirety. See Securities Exchange Act Release
30 17 CFR 200.30–3(a)(12). Funds Association, to Brent J. Fields, Secretary, No. 82254 (December 11, 2017).
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Document Created: 2017-12-15 03:37:33
Document Modified: 2017-12-15 03:37:33
| 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 59838 |
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