83_FR_13603 83 FR 13542 - Joint Industry Plan; Notice of Filing and Immediate Effectiveness of the Forty-Second Amendment to the Joint Self-Regulatory Organization Plan Governing the Collection, Consolidation and Dissemination of Quotation and Transaction Information for Nasdaq-Listed Securities Traded on Exchanges on an Unlisted Trading Privileges Basis

83 FR 13542 - Joint Industry Plan; Notice of Filing and Immediate Effectiveness of the Forty-Second Amendment to the Joint Self-Regulatory Organization Plan Governing the Collection, Consolidation and Dissemination of Quotation and Transaction Information for Nasdaq-Listed Securities Traded on Exchanges on an Unlisted Trading Privileges Basis

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 83, Issue 61 (March 29, 2018)

Page Range13542-13544
FR Document2018-06267

Federal Register, Volume 83 Issue 61 (Thursday, March 29, 2018)
[Federal Register Volume 83, Number 61 (Thursday, March 29, 2018)]
[Notices]
[Pages 13542-13544]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2018-06267]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-82938; File No. S7-24-89]


Joint Industry Plan; Notice of Filing and Immediate Effectiveness 
of the Forty-Second Amendment to the Joint Self-Regulatory Organization 
Plan Governing the Collection, Consolidation and Dissemination of 
Quotation and Transaction Information for Nasdaq-Listed Securities 
Traded on Exchanges on an Unlisted Trading Privileges Basis

March 23, 2018.
    Pursuant to Section 11A of the Securities Exchange Act of 1934 
(``Act''),\1\ and Rule 608 thereunder,\2\ notice is hereby given that 
on March 5, 2018, the Participants \3\ in the Joint Self-Regulatory 
Organization Plan Governing the Collection, Consolidation and 
Dissemination of Quotation and Transaction Information for Nasdaq-
Listed Securities Traded on Exchanges on an Unlisted Trading Privileges 
Basis (``NASDAQ/UTP Plan'' or ``Plan'') filed with the Securities and 
Exchange Commission (``Commission'') a proposal to amend the NASDAQ/UTP 
Plan.\4\ The amendment is the 42nd amendment to the NASDAQ/UTP Plan 
(``Amendment'').\5\ The Amendment proposes to amend the text of the fee 
schedule of the Plan to adopt changes to the Nonprofessional Subscriber 
Enterprise Cap and Per Query Fees.
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    \1\ 15 U.S.C. 78k-1.
    \2\ 17 CFR 242.608.
    \3\ The Participants are: Cboe BYX Exchange, Inc.; Cboe BZX 
Exchange, Inc.; Cboe EDGA Exchange, Inc.; Cboe EDGX Exchange, Inc.; 
Cboe Exchange, Inc.; Chicago Stock Exchange, Inc.; Financial 
Industry Regulatory Authority, Inc.; Investors Exchange LLC; Nasdaq 
BX, Inc.; Nasdaq ISE, LLC; Nasdaq PHLX LLC; The Nasdaq Stock Market 
LLC; New York Stock Exchange LLC; NYSE Arca, Inc.; NYSE American 
LLC; and NYSE National, Inc. (collectively, the ``Participants'').
    \4\ The Plan governs the collection, processing, and 
dissemination on a consolidated basis of quotation information and 
transaction reports in Eligible Securities for its Participants. 
This consolidated information informs investors of the current 
quotation and recent trade prices of Nasdaq securities. It enables 
investors to ascertain from one data source the current prices in 
all the markets trading Nasdaq securities. The Plan serves as the 
required transaction reporting plan for its Participants, which is a 
prerequisite for their trading Eligible Securities. See Securities 
Exchange Act Release No. 55647 (April 19, 2007), 72 FR 20891 (April 
26, 2007).
    \5\ See Letter from Emily Kasparov to Brent J. Fields, 
Secretary, Commission, dated March 1, 2018.
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    The Participants are proposing to increase the Nonprofessional 
Subscriber Enterprise Cap (``Enterprise Cap'') from $648,000 to 
$1,260,000. The Participants state that the Enterprise Cap was 
established to provide incentives to entities to make market data 
available to large Nonprofessional Subscriber bases. Due to what they 
describe as ongoing industry consolidation, however, the Participants 
are proposing to increase the Enterprise Cap in order to account for 
the sudden and substantial increase of Nonprofessional Subscribers at 
entities using the Enterprise Cap.
    To make the increase of the Enterprise Cap revenue neutral (from an 
overall Plan perspective) and fee neutral (from an individual entity 
\6\ perspective), the Participants are proposing to decrease the Per 
Query Fees for those broker-dealers with 500,000 or more 
Nonprofessional Subscribers. According to the Participants, the 
increase in fees as a result of the increase of the Enterprise Cap will 
be offset by a decrease in Per Query Fees for those entities that would 
most likely be affected by the raising of the cap, i.e., those with a 
large Nonprofessional Subscriber base.
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    \6\ As described below, the Plan does not require an entity that 
is registered as a broker-dealer under the Act to pay more than the 
Enterprise Cap for any month for each entitlement system offering 
UTP Level 1 Service to Nonprofessional Subscribers.
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    Pursuant to Rule 608(b)(3)(i) under Regulation NMS,\7\ the 
Participants designate the Amendment as establishing or changing a fee 
or other charge collected on behalf of the Participants in connection 
with access to, or use of, any facility contemplated by the Nasdaq/UTP 
Plan. As a result, the Amendment is effective upon filing with the 
Commission.
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    \7\ 17 CFR 242.608(b)(3)(i).
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    The Commission is publishing this notice to solicit comments from 
interested persons on the Amendment. Set forth in Sections I and II is 
the statement of the purpose and summary of the Amendment, along with 
the information required by Rules 608(a) and 601(a) under the Act, 
prepared and submitted by the Participants to the Commission.

I. Rule 608(a)

A. Purpose of the Amendment

1. Background
Nonprofessional Subscriber Enterprise Cap
    The Plan requires an entity that is registered as a broker-dealer 
under the Act to pay no more than the Enterprise Cap for any month for 
each entitlement system offering UTP Level 1 Service to Nonprofessional 
Subscribers. The Enterprise Cap equals the aggregate amount of fees 
payable for distribution of UTP Level 1 Service to Nonprofessional 
Subscribers that are brokerage account customers of the broker-dealer. 
The Participants adopted the Enterprise Cap in 2010 and set it at 
$600,000 per month. In 2014, the Participants increased the amount of 
the Enterprise Cap to $624,000.\8\
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    \8\ See Securities Exchange Act Release No. 70953 (Nov. 27, 
2013), 78 FR 72932 (Dec. 4, 2013) (effective Jan. 1, 2014) (``2014 
Filing'').
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    In the 2014 Filing, the Participants changed the mechanism for 
increasing the Enterprise Cap. The Enterprise Cap was previously 
increased based on the percentage increase in the annual composite 
share volume for the preceding calendar year, subject to an annual 
maximum increase of five percent. In 2014, the Participants permitted 
such annual increases in the monthly Enterprise Cap as to which they 
agreed by a majority vote, subject to a maximum increase in any 
calendar year of four percent. At that time, the Participants believed 
that this provision permitted an annual increase by a two-thirds vote 
of the Participants without requiring a corresponding rule filing with 
the Securities and Exchange Commission. Nevertheless, the Participants 
have not increased the Enterprise Cap since this change was adopted in 
2014.\9\ This filing proposes to remove that provision.
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    \9\ As described below, the Participants believe that this 
provision should be deleted and that any changes to the Enterprise 
Cap should be submitted to the Commission for review and public 
comment.
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Per Query Fee
    As an alternative to monthly Professional Subscriber and 
Nonprofessional Subscriber fees, a vendor may respond to end-user 
queries for quote and trade information and pay a fee for each such 
response. The Participants first established Per Query Fees in 1992 as 
a pilot at $0.015 per query.\10\ In 1995, it was noted that the UTP Per 
Query Fees were three times that of the Network A and Network B 
counterparts. Subsequently, the UTP Per Query Fees was [sic] made a 
permanent part of the fee schedule and was lowered to $0.01 per query 
to be more in line with Networks A and B. In April 1999, a pilot at a 
reduced rate of $.005 per query was filed and in April 2001, it was 
approved as the permanent fee

[[Page 13543]]

structure. In 2014, the Participants increased the fee to $0.0075 per 
query to offset the revenue loss resulting from decreases in the 
Professional Subscriber device fee.
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    \10\ See Securities Exchange Act Release No. 73279 (Oct. 1, 
2014), 79 FR 60522 (Oct. 7, 2014) (describing the history of the Per 
Query Fees).
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2. Amendment to Enterprise Cap
    The Participants are proposing to increase the Enterprise Cap from 
$624,000 to $1,260,000. As a result of industry consolidation, the 
Nonprofessional Subscriber base for entities subject to the cap may 
suddenly increase, and where before two entities may have slightly 
benefited from the Enterprise Cap, a combined entity could find a 
substantial decrease in fees by using the Enterprise Cap. Consequently, 
the increase of the Enterprise Cap is designed to maintain the status 
quo and should not, in conjunction with the Per Query fee change 
described below, result in an increase of revenue to the Plan or fees 
for any particular entity.\11\
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    \11\ The Participants note that a very small number of entities 
take advantage of the Enterprise Cap.
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    Additionally, the Participants are proposing to remove a provision 
related to an annual increase of the Enterprise Cap after a two-thirds 
vote of the Participants. In the 2014 Filing, the Participants amended 
the mechanism by which the Enterprise Cap would increase, from an 
automatic increase based on volume to an affirmative vote requirement 
by the Participants. Since 2014, the Enterprise Cap has not been 
increased using this mechanism, and the Participants believe that any 
future changes to the Enterprise Cap should be submitted via a filing 
with the Securities and Exchange Commission and subject to public 
comment. Consequently, the Participants are proposing to delete this 
particular provision.
3. Per Query Fee Change to Remain Revenue Neutral
    Because of the increase in the Enterprise Cap, there is a small 
subset of broker-dealers that use the Enterprise Cap that, without a 
corresponding offset, could face an increase in fees. To offset this 
potential fee increase, the Participants are proposing a decrease in 
the Per Query fee for Nonprofessional Subscribers where a broker-dealer 
has 500,000 or more Nonprofessional Subscribers. For such entities, the 
Per Query fee for Non-Professional Subscribers would be decreased from 
$.0075 to $.0025; the Per Query fee for Professional Subscribers would 
remain at the $.0075 rate. By implementing a tiered structure for Per 
Query fees, the proposal is designed to provide an offset to those 
firms most likely affected by the Enterprise Cap increase (i.e., those 
with a large Nonprofessional Subscriber base).
    Additionally, the proposal will align Network C with a similar 
tiered structure being proposed for Network A and Network B.

B. Governing or Constituent Documents

    Not applicable.

C. Implementation of the Amendment

    Pursuant to Rule 608(b)(3)(i) under Regulation NMS, the 
Participants have designated the proposed amendment as establishing or 
changing fees and are submitting the amendment for immediate 
effectiveness.

D. Development and Implementation Phases

    See Item I.C. above.

E. Analysis of Impact on Competition

    The proposed amendments do not impose any burden on competition 
that is not necessary or appropriate in furtherance of the purposes of 
the Securities Exchange Act of 1934. The proposed increase in the 
Enterprise Cap is designed to account for industry consolidation. 
Without this adjustment, the Plan's revenue will suddenly decrease due 
to a broker-dealer increasing its Nonprofessional Subscriber base 
through a merger with another broker-dealer. As detailed further below, 
while the Enterprise Cap is being increased, the Plan's revenue and 
fees collected from entities will be maintained at their current 
levels. The potential fee increase for broker-dealers taking advantage 
of the Enterprise Cap will be offset by a decrease in the Per Query fee 
for broker-dealers with large Nonprofessional Subscriber bases. This 
offset will ensure that the fee changes proposed herein remain revenue 
neutral.
    The Participants therefore believe that the proposed fee changes 
are carefully calibrated to maintain the status quo and, as a result, 
do not impose any burden on competition that is not necessary or 
appropriate.

F. Written Understanding or Agreements Relating to Interpretation of, 
or articipation in, Plan

    Not applicable.

G. Approval by Sponsors in Accordance With Plan

    In accordance with Section IV(C)(2) of the Plan, more than two-
thirds of the Participants have approved the fee change proposed 
herein.

H. Description of Operation of Facility Contemplated by the Proposed 
Amendment

    Not applicable.

I. Terms and Conditions of Access

    Not applicable.

J. Method of Determination and Imposition, and Amount of, Fees and 
Charges

    The Participants are proposing to increase the Enterprise Cap by an 
amount to ensure that industry consolidation would not result in a 
sudden decrease in Plan revenue, thereby avoiding any single entity 
from getting a disproportionate benefit from the Enterprise Cap. The 
Participants propose to decrease the Per Query fee for Nonprofessional 
Subscribers for broker- dealers with a large Nonprofessional Subscriber 
base. The amount of the proposed decrease is specifically tailored to 
ensure that the increase in fees as a result of raising the Enterprise 
Cap would be offset and that the proposed amendment would remain 
revenue neutral.
    Because the Participants have data showing the current benefit of 
the Enterprise Cap and the number of queries of those potentially 
affected by the change in the Enterprise Cap, the Participants were 
able to calibrate the Per Query fee in order to make the changes 
proposed herein revenue neutral. As previously stated, the proposed 
change will not only maintain the status quo on an overall Plan revenue 
basis, but also maintain the status quo with respect to the fees 
charged to individual entities.
    The proposed fee changes were distributed to and discussed with 
members of the Plan's Advisory Committee, and were discussed and voted 
on during the General Session of the Operating Committee in the 
presence of the Advisory Committee.

K. Method and Frequency of Processor Evaluation

    Not applicable.

L. Dispute Resolution

    Not applicable.

II. Rule 601(a)

A. Equity Securities for Which Transaction Reports Shall be Required by 
the Plan

    Not applicable.

B. Reporting Requirements

    Not applicable.

[[Page 13544]]

C. Manner of Collecting, Processing, Sequencing, Making Available and 
Disseminating Last Sale Information

    Not applicable.

D. Manner of Consolidation

    Not applicable.

E. Standards and Methods Ensuring Promptness, Accuracy and Completeness 
of Transaction Reports

    Not applicable.

F. Rules and Procedures Addressed to Fraudulent or Manipulative 
Dissemination

    Not applicable.

G. Terms of Access to Transaction Reports

    Not applicable.

H. Identification of Marketplace of Execution

    Not applicable.

III. Solicitation of Comments

    The Commission seeks comment on the Amendments. In particular, the 
Commission seeks comment on the following: (1) Is the anticipated 
impact on revenue to the Plans consistent with the Participants' 
representations; (2) is the anticipated impact on costs to consumers of 
market data, including broker-dealers and their non-professional 
customers, consistent with the Participants' representations; (3) is 
there supporting data to illustrate that the proposed changes are 
``revenue neutral'' as asserted by the Participants; (4) could the fee 
changes have a disproportionate impact on particular data recipients; 
(5) what, if any, supporting data could inform whether the changes 
would maintain the status quo and therefore do not impose any burden on 
competition that is not necessary or appropriate as asserted by the 
Participants; and (6) whether the impact of potential industry 
consolidation on the revenue of the Plans is consistent with the 
representations of the Participants? Interested persons are invited to 
submit written data, views, and arguments concerning the foregoing, 
including whether the proposed Amendment is consistent with the Act. 
Comments may be submitted by any of the following methods:

Electronic Comments

     Use the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number S7-24-89 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 File No. S7-24-89. 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 website (http://www.sec.gov/rules/sro.shtml). Copies 
of the submission, all written statements with respect to the proposed 
Amendment that are filed with the Commission, and all written 
communications relating to the proposed Amendment 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 on official business days between the hours of 10:00 
a.m. and 3:00 p.m. Copies of the Amendment also will be available for 
website viewing and printing at the principal office of the Plan. 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 S7-24-89 and should be 
submitted on or before April 19, 2018.

    By the Commission.
Brent J. Fields,
Secretary.
[FR Doc. 2018-06267 Filed 3-28-18; 8:45 am]
 BILLING CODE 8011-01-P



                                                13542                          Federal Register / Vol. 83, No. 61 / Thursday, March 29, 2018 / Notices

                                                  By the Commission.                                     the Nonprofessional Subscriber                          Act to pay no more than the Enterprise
                                                Brent J. Fields,                                         Enterprise Cap and Per Query Fees.                      Cap for any month for each entitlement
                                                Secretary.                                                  The Participants are proposing to                    system offering UTP Level 1 Service to
                                                [FR Doc. 2018–06266 Filed 3–28–18; 8:45 am]              increase the Nonprofessional Subscriber                 Nonprofessional Subscribers. The
                                                BILLING CODE 8011–01–P
                                                                                                         Enterprise Cap (‘‘Enterprise Cap’’) from                Enterprise Cap equals the aggregate
                                                                                                         $648,000 to $1,260,000. The                             amount of fees payable for distribution
                                                                                                         Participants state that the Enterprise                  of UTP Level 1 Service to
                                                SECURITIES AND EXCHANGE                                  Cap was established to provide                          Nonprofessional Subscribers that are
                                                COMMISSION                                               incentives to entities to make market                   brokerage account customers of the
                                                                                                         data available to large Nonprofessional                 broker-dealer. The Participants adopted
                                                [Release No. 34–82938; File No. S7–24–89]                Subscriber bases. Due to what they                      the Enterprise Cap in 2010 and set it at
                                                                                                         describe as ongoing industry                            $600,000 per month. In 2014, the
                                                Joint Industry Plan; Notice of Filing                    consolidation, however, the Participants                Participants increased the amount of the
                                                and Immediate Effectiveness of the                       are proposing to increase the Enterprise                Enterprise Cap to $624,000.8
                                                Forty-Second Amendment to the Joint                      Cap in order to account for the sudden                    In the 2014 Filing, the Participants
                                                Self-Regulatory Organization Plan                        and substantial increase of                             changed the mechanism for increasing
                                                Governing the Collection,                                Nonprofessional Subscribers at entities                 the Enterprise Cap. The Enterprise Cap
                                                Consolidation and Dissemination of                       using the Enterprise Cap.                               was previously increased based on the
                                                Quotation and Transaction Information                       To make the increase of the Enterprise               percentage increase in the annual
                                                for Nasdaq-Listed Securities Traded on                   Cap revenue neutral (from an overall                    composite share volume for the
                                                Exchanges on an Unlisted Trading                         Plan perspective) and fee neutral (from                 preceding calendar year, subject to an
                                                Privileges Basis                                         an individual entity 6 perspective), the                annual maximum increase of five
                                                                                                         Participants are proposing to decrease                  percent. In 2014, the Participants
                                                March 23, 2018.
                                                                                                         the Per Query Fees for those broker-                    permitted such annual increases in the
                                                   Pursuant to Section 11A of the                        dealers with 500,000 or more
                                                Securities Exchange Act of 1934                                                                                  monthly Enterprise Cap as to which
                                                                                                         Nonprofessional Subscribers. According                  they agreed by a majority vote, subject
                                                (‘‘Act’’),1 and Rule 608 thereunder,2                    to the Participants, the increase in fees
                                                notice is hereby given that on March 5,                                                                          to a maximum increase in any calendar
                                                                                                         as a result of the increase of the                      year of four percent. At that time, the
                                                2018, the Participants 3 in the Joint Self-              Enterprise Cap will be offset by a
                                                Regulatory Organization Plan Governing                                                                           Participants believed that this provision
                                                                                                         decrease in Per Query Fees for those                    permitted an annual increase by a two-
                                                the Collection, Consolidation and                        entities that would most likely be
                                                Dissemination of Quotation and                                                                                   thirds vote of the Participants without
                                                                                                         affected by the raising of the cap, i.e.,               requiring a corresponding rule filing
                                                Transaction Information for Nasdaq-                      those with a large Nonprofessional
                                                Listed Securities Traded on Exchanges                                                                            with the Securities and Exchange
                                                                                                         Subscriber base.
                                                on an Unlisted Trading Privileges Basis                                                                          Commission. Nevertheless, the
                                                                                                            Pursuant to Rule 608(b)(3)(i) under
                                                (‘‘NASDAQ/UTP Plan’’ or ‘‘Plan’’) filed                  Regulation NMS,7 the Participants                       Participants have not increased the
                                                with the Securities and Exchange                         designate the Amendment as                              Enterprise Cap since this change was
                                                Commission (‘‘Commission’’) a proposal                   establishing or changing a fee or other                 adopted in 2014.9 This filing proposes
                                                to amend the NASDAQ/UTP Plan.4 The                       charge collected on behalf of the                       to remove that provision.
                                                amendment is the 42nd amendment to                       Participants in connection with access                  Per Query Fee
                                                the NASDAQ/UTP Plan                                      to, or use of, any facility contemplated
                                                (‘‘Amendment’’).5 The Amendment                                                                                     As an alternative to monthly
                                                                                                         by the Nasdaq/UTP Plan. As a result,
                                                proposes to amend the text of the fee                                                                            Professional Subscriber and
                                                                                                         the Amendment is effective upon filing
                                                schedule of the Plan to adopt changes to                                                                         Nonprofessional Subscriber fees, a
                                                                                                         with the Commission.
                                                                                                            The Commission is publishing this                    vendor may respond to end-user queries
                                                  1 15                                                   notice to solicit comments from                         for quote and trade information and pay
                                                        U.S.C. 78k–1.
                                                  2 17  CFR 242.608.                                     interested persons on the Amendment.                    a fee for each such response. The
                                                   3 The Participants are: Cboe BYX Exchange, Inc.;
                                                                                                         Set forth in Sections I and II is the                   Participants first established Per Query
                                                Cboe BZX Exchange, Inc.; Cboe EDGA Exchange,             statement of the purpose and summary                    Fees in 1992 as a pilot at $0.015 per
                                                Inc.; Cboe EDGX Exchange, Inc.; Cboe Exchange,
                                                                                                         of the Amendment, along with the                        query.10 In 1995, it was noted that the
                                                Inc.; Chicago Stock Exchange, Inc.; Financial                                                                    UTP Per Query Fees were three times
                                                Industry Regulatory Authority, Inc.; Investors           information required by Rules 608(a)
                                                Exchange LLC; Nasdaq BX, Inc.; Nasdaq ISE, LLC;          and 601(a) under the Act, prepared and                  that of the Network A and Network B
                                                Nasdaq PHLX LLC; The Nasdaq Stock Market LLC;            submitted by the Participants to the                    counterparts. Subsequently, the UTP Per
                                                New York Stock Exchange LLC; NYSE Arca, Inc.;
                                                                                                         Commission.                                             Query Fees was [sic] made a permanent
                                                NYSE American LLC; and NYSE National, Inc.                                                                       part of the fee schedule and was
                                                (collectively, the ‘‘Participants’’).                    I. Rule 608(a)
                                                   4 The Plan governs the collection, processing, and                                                            lowered to $0.01 per query to be more
                                                dissemination on a consolidated basis of quotation       A. Purpose of the Amendment                             in line with Networks A and B. In April
                                                information and transaction reports in Eligible                                                                  1999, a pilot at a reduced rate of $.005
                                                Securities for its Participants. This consolidated       1. Background                                           per query was filed and in April 2001,
                                                information informs investors of the current
                                                quotation and recent trade prices of Nasdaq              Nonprofessional Subscriber Enterprise                   it was approved as the permanent fee
                                                securities. It enables investors to ascertain from one   Cap
                                                                                                                                                                    8 See Securities Exchange Act Release No. 70953
                                                data source the current prices in all the markets
sradovich on DSK3GMQ082PROD with NOTICES




                                                trading Nasdaq securities. The Plan serves as the
                                                                                                           The Plan requires an entity that is                   (Nov. 27, 2013), 78 FR 72932 (Dec. 4, 2013)
                                                required transaction reporting plan for its              registered as a broker-dealer under the                 (effective Jan. 1, 2014) (‘‘2014 Filing’’).
                                                Participants, which is a prerequisite for their                                                                     9 As described below, the Participants believe that

                                                trading Eligible Securities. See Securities Exchange       6 As described below, the Plan does not require       this provision should be deleted and that any
                                                Act Release No. 55647 (April 19, 2007), 72 FR            an entity that is registered as a broker-dealer under   changes to the Enterprise Cap should be submitted
                                                20891 (April 26, 2007).                                  the Act to pay more than the Enterprise Cap for any     to the Commission for review and public comment.
                                                   5 See Letter from Emily Kasparov to Brent J.          month for each entitlement system offering UTP             10 See Securities Exchange Act Release No. 73279

                                                Fields, Secretary, Commission, dated March 1,            Level 1 Service to Nonprofessional Subscribers.         (Oct. 1, 2014), 79 FR 60522 (Oct. 7, 2014)
                                                2018.                                                      7 17 CFR 242.608(b)(3)(i).                            (describing the history of the Per Query Fees).



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                                                                              Federal Register / Vol. 83, No. 61 / Thursday, March 29, 2018 / Notices                                            13543

                                                structure. In 2014, the Participants                    Enterprise Cap increase (i.e., those with             H. Description of Operation of Facility
                                                increased the fee to $0.0075 per query                  a large Nonprofessional Subscriber                    Contemplated by the Proposed
                                                to offset the revenue loss resulting from               base).                                                Amendment
                                                decreases in the Professional Subscriber                   Additionally, the proposal will align
                                                device fee.                                                                                                     Not applicable.
                                                                                                        Network C with a similar tiered
                                                2. Amendment to Enterprise Cap                          structure being proposed for Network A                I. Terms and Conditions of Access
                                                                                                        and Network B.
                                                   The Participants are proposing to                                                                            Not applicable.
                                                increase the Enterprise Cap from                        B. Governing or Constituent Documents
                                                                                                                                                              J. Method of Determination and
                                                $624,000 to $1,260,000. As a result of
                                                                                                          Not applicable.                                     Imposition, and Amount of, Fees and
                                                industry consolidation, the
                                                                                                                                                              Charges
                                                Nonprofessional Subscriber base for                     C. Implementation of the Amendment
                                                entities subject to the cap may suddenly                                                                        The Participants are proposing to
                                                increase, and where before two entities                   Pursuant to Rule 608(b)(3)(i) under                 increase the Enterprise Cap by an
                                                may have slightly benefited from the                    Regulation NMS, the Participants have                 amount to ensure that industry
                                                Enterprise Cap, a combined entity could                 designated the proposed amendment as                  consolidation would not result in a
                                                find a substantial decrease in fees by                  establishing or changing fees and are                 sudden decrease in Plan revenue,
                                                using the Enterprise Cap. Consequently,                 submitting the amendment for                          thereby avoiding any single entity from
                                                the increase of the Enterprise Cap is                   immediate effectiveness.                              getting a disproportionate benefit from
                                                designed to maintain the status quo and                 D. Development and Implementation                     the Enterprise Cap. The Participants
                                                should not, in conjunction with the Per                 Phases                                                propose to decrease the Per Query fee
                                                Query fee change described below,                                                                             for Nonprofessional Subscribers for
                                                result in an increase of revenue to the                   See Item I.C. above.                                broker- dealers with a large
                                                Plan or fees for any particular entity.11               E. Analysis of Impact on Competition                  Nonprofessional Subscriber base. The
                                                   Additionally, the Participants are                                                                         amount of the proposed decrease is
                                                proposing to remove a provision related                    The proposed amendments do not                     specifically tailored to ensure that the
                                                to an annual increase of the Enterprise                 impose any burden on competition that                 increase in fees as a result of raising the
                                                Cap after a two-thirds vote of the                      is not necessary or appropriate in                    Enterprise Cap would be offset and that
                                                Participants. In the 2014 Filing, the                   furtherance of the purposes of the                    the proposed amendment would remain
                                                Participants amended the mechanism by                   Securities Exchange Act of 1934. The                  revenue neutral.
                                                which the Enterprise Cap would                          proposed increase in the Enterprise Cap                 Because the Participants have data
                                                increase, from an automatic increase                    is designed to account for industry                   showing the current benefit of the
                                                based on volume to an affirmative vote                  consolidation. Without this adjustment,               Enterprise Cap and the number of
                                                requirement by the Participants. Since                  the Plan’s revenue will suddenly                      queries of those potentially affected by
                                                2014, the Enterprise Cap has not been                   decrease due to a broker-dealer                       the change in the Enterprise Cap, the
                                                increased using this mechanism, and                     increasing its Nonprofessional                        Participants were able to calibrate the
                                                the Participants believe that any future                Subscriber base through a merger with                 Per Query fee in order to make the
                                                changes to the Enterprise Cap should be                 another broker-dealer. As detailed                    changes proposed herein revenue
                                                submitted via a filing with the                         further below, while the Enterprise Cap               neutral. As previously stated, the
                                                Securities and Exchange Commission                      is being increased, the Plan’s revenue                proposed change will not only maintain
                                                and subject to public comment.                          and fees collected from entities will be              the status quo on an overall Plan
                                                Consequently, the Participants are                      maintained at their current levels. The               revenue basis, but also maintain the
                                                proposing to delete this particular                     potential fee increase for broker-dealers             status quo with respect to the fees
                                                provision.                                              taking advantage of the Enterprise Cap                charged to individual entities.
                                                3. Per Query Fee Change to Remain                       will be offset by a decrease in the Per
                                                                                                                                                                The proposed fee changes were
                                                Revenue Neutral                                         Query fee for broker-dealers with large
                                                                                                                                                              distributed to and discussed with
                                                                                                        Nonprofessional Subscriber bases. This
                                                   Because of the increase in the                                                                             members of the Plan’s Advisory
                                                                                                        offset will ensure that the fee changes
                                                Enterprise Cap, there is a small subset                                                                       Committee, and were discussed and
                                                                                                        proposed herein remain revenue
                                                of broker-dealers that use the Enterprise                                                                     voted on during the General Session of
                                                                                                        neutral.
                                                Cap that, without a corresponding                                                                             the Operating Committee in the
                                                                                                           The Participants therefore believe that            presence of the Advisory Committee.
                                                offset, could face an increase in fees. To
                                                                                                        the proposed fee changes are carefully
                                                offset this potential fee increase, the                                                                       K. Method and Frequency of Processor
                                                                                                        calibrated to maintain the status quo
                                                Participants are proposing a decrease in                                                                      Evaluation
                                                                                                        and, as a result, do not impose any
                                                the Per Query fee for Nonprofessional
                                                                                                        burden on competition that is not                       Not applicable.
                                                Subscribers where a broker-dealer has
                                                                                                        necessary or appropriate.
                                                500,000 or more Nonprofessional                                                                               L. Dispute Resolution
                                                Subscribers. For such entities, the Per                 F. Written Understanding or Agreements
                                                Query fee for Non-Professional                          Relating to Interpretation of, or                       Not applicable.
                                                Subscribers would be decreased from                     articipation in, Plan
                                                                                                                                                              II. Rule 601(a)
                                                $.0075 to $.0025; the Per Query fee for
                                                                                                          Not applicable.
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                                                Professional Subscribers would remain                                                                         A. Equity Securities for Which
                                                at the $.0075 rate. By implementing a                   G. Approval by Sponsors in Accordance                 Transaction Reports Shall be Required
                                                tiered structure for Per Query fees, the                With Plan                                             by the Plan
                                                proposal is designed to provide an offset
                                                to those firms most likely affected by the                In accordance with Section IV(C)(2) of                Not applicable.
                                                                                                        the Plan, more than two-thirds of the                 B. Reporting Requirements
                                                  11 The  Participants note that a very small number    Participants have approved the fee
                                                of entities take advantage of the Enterprise Cap.       change proposed herein.                                 Not applicable.


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                                                13544                        Federal Register / Vol. 83, No. 61 / Thursday, March 29, 2018 / Notices

                                                C. Manner of Collecting, Processing,                    Paper Comments                                        ‘‘Act’’),1 and Rule 19b–4 thereunder,2
                                                Sequencing, Making Available and                                                                              notice is hereby given that on March 16,
                                                                                                          • Send paper comments in triplicate
                                                Disseminating Last Sale Information                                                                           2018, Cboe EDGA Exchange, Inc. (the
                                                                                                        to Brent J. Fields, Secretary, Securities
                                                  Not applicable.                                                                                             ‘‘Exchange’’ or ‘‘EDGA’’) filed with the
                                                                                                        and Exchange Commission, 100 F Street
                                                                                                                                                              Securities and Exchange Commission
                                                D. Manner of Consolidation                              NE, Washington, DC 20549–1090.
                                                                                                                                                              (‘‘Commission’’) the proposed rule
                                                  Not applicable.                                       All submissions should refer to File                  change as described in Items I, II, and
                                                                                                        Number File No. S7–24–89. This file                   III below, which Items have been
                                                E. Standards and Methods Ensuring                       number should be included on the                      prepared by the Exchange. The
                                                Promptness, Accuracy and                                subject line if email is used. To help the            Exchange has designated this proposal
                                                Completeness of Transaction Reports                     Commission process and review your                    as a ‘‘non-controversial’’ proposed rule
                                                  Not applicable.                                       comments more efficiently, please use                 change pursuant to Section 19(b)(3)(A)
                                                                                                        only one method. The Commission will                  of the Act 3 and Rule 19b–4(f)(6)(iii)
                                                F. Rules and Procedures Addressed to                    post all comments on the Commission’s                 thereunder,4 which renders it effective
                                                Fraudulent or Manipulative                              website (http://www.sec.gov/rules/                    upon filing with the Commission. The
                                                Dissemination                                           sro.shtml). Copies of the submission, all             Commission is publishing this notice to
                                                  Not applicable.                                       written statements with respect to the                solicit comments on the proposed rule
                                                                                                        proposed Amendment that are filed                     change from interested persons.
                                                G. Terms of Access to Transaction                       with the Commission, and all written
                                                Reports                                                 communications relating to the                        I. Self-Regulatory Organization’s
                                                  Not applicable.                                       proposed Amendment between the                        Statement of the Terms of Substance of
                                                                                                        Commission and any person, other than                 the Proposed Rule Change
                                                H. Identification of Marketplace of
                                                Execution                                               those that may be withheld from the                      The Exchange filed a proposal to
                                                                                                        public in accordance with the                         amend paragraph (h) of Exchange Rule
                                                  Not applicable.                                       provisions of 5 U.S.C. 552, will be                   11.6 describing the operation of orders
                                                III. Solicitation of Comments                           available for website viewing and                     with a Minimum Execution Quantity 5
                                                                                                        printing in the Commission’s Public                   instruction.
                                                   The Commission seeks comment on                      Reference Room on official business                      The text of the proposed rule change
                                                the Amendments. In particular, the                      days between the hours of 10:00 a.m.                  is available at the Exchange’s website at
                                                Commission seeks comment on the                         and 3:00 p.m. Copies of the Amendment                 www.markets.cboe.com, at the principal
                                                following: (1) Is the anticipated impact                also will be available for website                    office of the Exchange, and at the
                                                on revenue to the Plans consistent with                 viewing and printing at the principal                 Commission’s Public Reference Room.
                                                the Participants’ representations; (2) is               office of the Plan. All comments
                                                the anticipated impact on costs to                      received will be posted without change.               II. Self-Regulatory Organization’s
                                                consumers of market data, including                     Persons submitting comments are                       Statement of the Purpose of, and
                                                broker-dealers and their non-                           cautioned that we do not redact or edit               Statutory Basis for, the Proposed Rule
                                                professional customers, consistent with                 personal identifying information from                 Change
                                                the Participants’ representations; (3) is               comment submissions. You should                         In its filing with the Commission, the
                                                there supporting data to illustrate that                submit only information that you wish                 Exchange included statements
                                                the proposed changes are ‘‘revenue                      to make available publicly. All                       concerning the purpose of and basis for
                                                neutral’’ as asserted by the Participants;              submissions should refer to File                      the proposed rule change and discussed
                                                (4) could the fee changes have a                        Number S7–24–89 and should be                         any comments it received on the
                                                disproportionate impact on particular                   submitted on or before April 19, 2018.                proposed rule change. The text of these
                                                data recipients; (5) what, if any,                                                                            statements may be examined at the
                                                supporting data could inform whether                      By the Commission.
                                                                                                                                                              places specified in Item IV below. The
                                                the changes would maintain the status                   Brent J. Fields,
                                                                                                                                                              Exchange has prepared summaries, set
                                                quo and therefore do not impose any                     Secretary.
                                                                                                                                                              forth in Sections A, B, and C below, of
                                                burden on competition that is not                       [FR Doc. 2018–06267 Filed 3–28–18; 8:45 am]           the most significant parts of such
                                                necessary or appropriate as asserted by                 BILLING CODE 8011–01–P                                statements.
                                                the Participants; and (6) whether the
                                                impact of potential industry                                                                                  A. Self-Regulatory Organization’s
                                                consolidation on the revenue of the                     SECURITIES AND EXCHANGE                               Statement of the Purpose of, and
                                                Plans is consistent with the                            COMMISSION                                            Statutory Basis for, the Proposed Rule
                                                representations of the Participants?                                                                          Change
                                                Interested persons are invited to submit                [Release No. 34–82944; File No. SR–                   1. Purpose
                                                written data, views, and arguments                      CboeEDGA–2018–005]
                                                concerning the foregoing, including                                                                             The Exchange proposes to amend
                                                whether the proposed Amendment is                       Self-Regulatory Organizations;                        paragraph (h) of Exchange Rule 11.6
                                                consistent with the Act. Comments may                   CboeEDGA Exchange, Inc.; Notice of                    describing the operation of orders with
                                                be submitted by any of the following                    Filing and Immediate Effectiveness of                 a Minimum Execution Quantity
                                                methods:                                                a Proposed Rule Change To Amend                       instruction by removing language that
                                                                                                                                                              provided for the re-pricing of incoming
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                                                                                                        Paragraph (h) of Exchange Rule 11.6
                                                Electronic Comments                                     Describing the Operation of Orders
                                                  • Use the Commission’s internet                       With a Minimum Execution Quantity                       1 15 U.S.C. 78s(b)(1).
                                                                                                                                                                2 17 CFR 240.19b–4.
                                                comment form (http://www.sec.gov/                       Instruction                                             3 15 U.S.C. 78s(b)(3)(A).
                                                rules/sro.shtml); or                                                                                            4 17 CFR 240.19b–4(f)(6)(iii).
                                                  • Send an email to rule-comments@                     March 23, 2018.
                                                                                                                                                                5 See Exchange Rule 11.6(h) for a complete
                                                sec.gov. Please include File Number S7–                   Pursuant to Section 19(b)(1) of the                 description of the operation of the Minimum
                                                24–89 on the subject line.                              Securities Exchange Act of 1934 (the                  Execution Quantity order instruction.



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Document Created: 2018-03-29 00:26:12
Document Modified: 2018-03-29 00:26:12
CategoryRegulatory Information
CollectionFederal Register
sudoc ClassAE 2.7:
GS 4.107:
AE 2.106:
PublisherOffice of the Federal Register, National Archives and Records Administration
SectionNotices
FR Citation83 FR 13542 

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