83_FR_22652 83 FR 22558 - Self-Regulatory Organizations; NYSE American LLC; Notice of Filing and Immediate Effectiveness of Proposed Change To Modify the NYSE American Options Fee Schedule

83 FR 22558 - Self-Regulatory Organizations; NYSE American LLC; Notice of Filing and Immediate Effectiveness of Proposed Change To Modify the NYSE American Options Fee Schedule

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 83, Issue 94 (May 15, 2018)

Page Range22558-22560
FR Document2018-10263

Federal Register, Volume 83 Issue 94 (Tuesday, May 15, 2018)
[Federal Register Volume 83, Number 94 (Tuesday, May 15, 2018)]
[Notices]
[Pages 22558-22560]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2018-10263]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-83203; File No. SR-NYSEAMER-2018-20]


Self-Regulatory Organizations; NYSE American LLC; Notice of 
Filing and Immediate Effectiveness of Proposed Change To Modify the 
NYSE American Options Fee Schedule

May 9, 2018.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 
1934 (the ``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby 
given that, on April 30, 2018, NYSE American LLC (the ``Exchange'' or 
``NYSE American'') filed with the Securities and Exchange Commission 
(the ``Commission'') the proposed rule change as described in Items I, 
II, and III below, which Items have been prepared by the self-
regulatory organization. The Commission is publishing this notice to 
solicit comments on the proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to modify the NYSE American Options Fee 
Schedule (``Fee Schedule''). The Exchange proposes to implement the fee 
change effective May 1, 2018. 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.

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
    The purpose of this filing is to modify the Fee Schedule, effective 
May 1, 2018. Specifically, the Exchange proposes to modify the Monthly 
Excessive Bandwidth Utilization Fees (``EBUF'').
    Currently, EBUF is assessed to an ATP Holder for submitting orders 
in an order-to-execution ratio greater than 10,000 over the course of a 
calendar month (``Orders Fee''), or for submitting in excess of 3 
billion messages (either orders or quotes) without executing at least 
one contract for every 1,500-5,000 messages (``Messages Fee'').\4\ If 
an ATP Holder is liable for either or both fees in a given month, that 
firm is only charged the greater of the two fees.
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    \4\ Currently, the Exchange has set the ratio at 1 contract for 
every 5,000 messages.
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    The Exchange has found that firms may have assessable behavior for 
an anomaly that takes place over the course of a day or two, or that 
occurs late in the month before the anomalous behavior can be fully 
diagnosed and mitigated. Because the firms recognize this as affecting 
their own efficiency, they address such issues quickly and work with 
Exchange staff to improve their messaging behavior. The Exchange notes 
that in a recent period of high volatility, firms were quick to address 
potential EBUF charges. To encourage a collegial effort in resolving 
such anomalies, the Exchange proposes that the EBUF only be charged for 
the second and any subsequent instance in a rolling 12-month period. In 
other words, EBUF would not be assessed for the first occurrence in a 
rolling 12-month period.
    The Exchange also proposes to modify the calculation basis for the 
Messages Fee. Currently, the Exchange charges an ATP Holder a fee of 
$0.005 per 1,000 messages (including orders or quotes) in excess of 3 
billion messages in a calendar month if the ATP Holder does not execute 
at least one contract for every 5,000 messages entered. In order for 
the Exchange to have flexibility to adjust the threshold level to 
reflect market conditions and current business activity, the Exchange 
proposes to amend the current rule text in the Fee Schedule to remove 
reference to the current threshold level of 3 billion messages and 
replace it with language providing that the level ``would be no less 
than 2 billion messages and no more than 10 billion messages.'' The 
Exchange is not proposing to change the current level, which would 
remain at 3 billion messages. If the Exchange were to change the level, 
the Exchange would announce any such change by Trader Update and the 
revised threshold would be applicable for the next calendar month.
    The Exchange also proposes to modify the manner in which the 
Messages Fee is calculated to encourage quote quality. Specifically, 
the Exchange proposes to exclude from the Messages to Contracts Traded 
Ratio calculation any quotes that sets or matches the National Best 
Bid-Offer (``NBBO'') market at the time the quotes are received. The 
Exchange believes that such exclusion will encourage Market Makers to 
submit tighter quotes without the risk that such quotes would result in 
increased fees. The proposed revised calculation would also keep Market 
Makers from submitting wide quotes to avoid excessive messaging.
    Additionally, the Exchange proposes to exclude from the Messages to 
Contracts Traded Ratio calculation any quote in a Specialist's or e-
Specialist's allocated issues. Specialists and e-Specialists have a 
heightened Regulatory obligation to make markets in their allocated 
issues.\5\ Unlike other Market Makers, Specialists and e-Specialists 
cannot relinquish issues from their allocation without the approval of 
the Exchange.\6\
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    \5\ Specialists (and e-Specialists) must provide continuous two-
sided quotations throughout the trading day in its appointed issues 
for 90% of the time the Exchange is open for trading in each issue. 
See NYSE American Rule 925.1NY.
    \6\ While Directed Order Market Makers (``DMM'') also have a 90% 
quoting obligation in their DMM issues, DMM issues may be added or 
dropped at any time, consistent with NYSE American Rule 923NY(c).

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[[Page 22559]]

    The Exchange notes that failure to mitigate excessive message 
traffic by a Specialist or e-Specialist can be addressed by the 
Exchange by disqualification due to operational change warranting 
immediate action.\7\
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    \7\ The Exchange notes that failure to mitigate excessive 
message traffic by a Specialist or e-Specialist can be addressed by 
the Exchange by disqualification due to operational change 
warranting immediate action. See NYSE American Rule 927NY(b)(2).
---------------------------------------------------------------------------

    During the period of recent volatility and activity, the Exchange 
noted a significantly higher number of messages generated without a 
proportional amount of executed volume, especially in less active-
option issues. Concurrently, the Exchange saw no degradation in system 
performance because of prudent upgrades and expansion of the trading 
system in the past year. Thus, the Exchange believes that the proposed 
modifications would continue to encourage market participants to be 
rational and efficient in the use of the Exchange's system capacity. 
The Exchange believes that the proposed modifications should also 
reduce the possibility of charging ATP Holders a Messages Fee for 
messages designed to help maintain accurate and liquid markets with 
narrower spreads.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Act,\8\ in general, and furthers the 
objectives of Sections 6(b)(4) and (5) of the Act,\9\ in particular, 
because it provides for the equitable allocation of reasonable dues, 
fees, and other charges among its members, issuers and other persons 
using its facilities and does not unfairly discriminate between 
customers, issuers, brokers or dealers.
---------------------------------------------------------------------------

    \8\ 15 U.S.C. 78f(b).
    \9\ 15 U.S.C. 78f(b)(4) and (5).
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    The Exchange believes that the proposed modifications to the Fees 
are reasonable, equitable, and not unfairly discriminatory because the 
proposed changes would continue to encourage market participants to be 
rational and efficient in the use of the Exchange's system capacity, 
which would benefit all market participants. The Exchange believes that 
assessing the Fees only after the second instance in a rolling twelve 
month period is reasonable because it would encourage participants to 
work with the Exchange staff to mitigate the issues while not having a 
deleterious effect on market quality or participation.
    The Exchange believes setting the threshold for the Messages Fee to 
be within a range is reasonable because it would provide the Exchange 
with flexibility to respond to changing market and business conditions 
in an expeditious manner which the Exchange believes would help perfect 
the mechanism for a free and open national market system, and generally 
help protect investors and the public interest.
    The proposed adjustments to the manner in which the Messages Fee is 
calculated are reasonable because the proposed changes would encourage 
Market Makers to submit tighter quotes without the risk that such 
quotes would result in increased fees. The proposed adjustments are 
also not unfairly discriminatory as the proposed changes would apply to 
all similarly situated market participants that are subject to the 
Messages Fee on an equal basis while encouraging quotes that are 
competitive and that increase the overall quality of markets.
    Finally, the Exchange believes the exclusion of Specialist and e-
Specialist quotes in their appointed issues is reasonable, equitable 
and not unfairly discriminatory because Specialists and e-Specialists 
have a heightened quoting obligation than other market participants and 
cannot relinquish allocation of their issues as easily as Market Makers 
are able to increase or decrease their appointments.

B. Self-Regulatory Organization's Statement on Burden on Competition

    In accordance with Section 6(b)(8) of the Act,\10\ the Exchange 
does not believe that the proposed rule change would impose any burden 
on competition that is not necessary or appropriate in furtherance of 
the purposes of the Act. The Exchange believes the proposed changes to 
the Excessive Bandwidth Utilization Fees would not place an unfair 
burden on competition because the proposed changes are designed to 
encourage efficient use of Exchange's system capacity and would apply 
to all market participants that are subject to the Fees.
---------------------------------------------------------------------------

    \10\ 15 U.S.C. 78f(b)(8).
---------------------------------------------------------------------------

    To the extent that these purposes are achieved, the Exchange 
believes that the proposed changes would enhance the quality of the 
Exchange's markets and increase the volume of orders directed to the 
Exchange. In turn, all the Exchange's market participants would benefit 
from the improved market liquidity. If the proposed changes make the 
Exchange a more attractive marketplace for market participants at other 
exchanges, such market participants are welcome to become ATP Holders.
    The Exchange notes that it operates in a highly competitive market 
in which market participants can readily favor competing venues. In 
such an environment, the Exchange must continually review, and consider 
adjusting, its fees and credits to remain competitive with other 
exchanges. For the reasons described above, the Exchange believes that 
the proposed rule change reflects this competitive environment.

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.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    The foregoing rule change is effective upon filing pursuant to 
Section 19(b)(3)(A)\11\ of the Act and subparagraph (f)(2) of Rule 19b-
4\12\ thereunder, because it establishes a due, fee, or other charge 
imposed by the Exchange.
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    \11\ 15 U.S.C. 78s(b)(3)(A).
    \12\ 17 CFR 240.19b-4(f)(2).
---------------------------------------------------------------------------

    At any time within 60 days of the filing of such proposed rule 
change, the Commission summarily may temporarily suspend such rule 
change if it appears to the Commission that such action is necessary or 
appropriate in the public interest, for the protection of investors, or 
otherwise in furtherance of the purposes of the Act. If the Commission 
takes such action, the Commission shall institute proceedings under 
Section 19(b)(2)(B) \13\ of the Act to determine whether the proposed 
rule change should be approved or disapproved.
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    \13\ 15 U.S.C. 78s(b)(2)(B).
---------------------------------------------------------------------------

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the Act. Comments may be submitted by any of 
the following methods:

Electronic Comments

     Use the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to rule-comments@sec.gov. Please include 
File Number SR-NYSEAMER-2018-20 on the subject line.

[[Page 22560]]

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-NYSEAMER-2018-20. 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-NYSEAMER-2018-20 and should be submitted 
on or before June 5, 2018.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\14\
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    \14\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-10263 Filed 5-14-18; 8:45 am]
 BILLING CODE 8011-01-P



                                               22558                           Federal Register / Vol. 83, No. 94 / Tuesday, May 15, 2018 / Notices

                                               information; (c) ways to enhance the                     (‘‘Fee Schedule’’). The Exchange                      a rolling 12-month period. In other
                                               quality, utility, and clarity of the                     proposes to implement the fee change                  words, EBUF would not be assessed for
                                               information collected; and (d) ways to                   effective May 1, 2018. The proposed                   the first occurrence in a rolling 12-
                                               minimize the burden of the collection of                 change is available on the Exchange’s                 month period.
                                               information on respondents, including                    website at www.nyse.com, at the                          The Exchange also proposes to modify
                                               through the use of automated collection                  principal office of the Exchange, and at              the calculation basis for the Messages
                                               techniques or other forms of information                 the Commission’s Public Reference                     Fee. Currently, the Exchange charges an
                                               technology. Consideration will be given                  Room.                                                 ATP Holder a fee of $0.005 per 1,000
                                               to comments and suggestions submitted                                                                          messages (including orders or quotes) in
                                                                                                        II. Self-Regulatory Organization’s                    excess of 3 billion messages in a
                                               in writing within 60 days of this
                                                                                                        Statement of the Purpose of, and                      calendar month if the ATP Holder does
                                               publication. An agency may not conduct
                                                                                                        Statutory Basis for, the Proposed Rule                not execute at least one contract for
                                               or sponsor a collection of information
                                                                                                        Change                                                every 5,000 messages entered. In order
                                               unless it displays a currently valid OMB
                                               control number. No person shall be                          In its filing with the Commission, the             for the Exchange to have flexibility to
                                               subject to any penalty for failing to                    self-regulatory organization included                 adjust the threshold level to reflect
                                               comply with a collection of information                  statements concerning the purpose of,                 market conditions and current business
                                               subject to the PRA that does not display                 and basis for, the proposed rule change               activity, the Exchange proposes to
                                               a valid OMB control number.                              and discussed any comments it received                amend the current rule text in the Fee
                                                 Please direct your written comments                    on the proposed rule change. The text                 Schedule to remove reference to the
                                               to Pamela Dyson, Director/Chief                          of those statements may be examined at                current threshold level of 3 billion
                                               Information Officer, Securities and                      the places specified in Item IV below.                messages and replace it with language
                                               Exchange Commission, C/O Remi                            The Exchange has prepared summaries,                  providing that the level ‘‘would be no
                                               Pavlik-Simon, 100 F Street NE,                           set forth in sections A, B, and C below,              less than 2 billion messages and no
                                               Washington, DC 20549; or send an email                   of the most significant parts of such                 more than 10 billion messages.’’ The
                                               to: PRA_Mailbox@sec.gov.                                 statements.                                           Exchange is not proposing to change the
                                                 Dated: May 9, 2018.                                    A. Self-Regulatory Organization’s                     current level, which would remain at 3
                                               Eduardo A. Aleman,                                       Statement of the Purpose of, and the                  billion messages. If the Exchange were
                                               Assistant Secretary.                                     Statutory Basis for, the Proposed Rule                to change the level, the Exchange would
                                                                                                        Change                                                announce any such change by Trader
                                               [FR Doc. 2018–10231 Filed 5–14–18; 8:45 am]
                                                                                                                                                              Update and the revised threshold would
                                               BILLING CODE 8011–01–P                                   1. Purpose                                            be applicable for the next calendar
                                                                                                           The purpose of this filing is to modify            month.
                                               SECURITIES AND EXCHANGE                                  the Fee Schedule, effective May 1, 2018.                 The Exchange also proposes to modify
                                               COMMISSION                                               Specifically, the Exchange proposes to                the manner in which the Messages Fee
                                                                                                        modify the Monthly Excessive                          is calculated to encourage quote quality.
                                               [Release No. 34–83203; File No. SR–                      Bandwidth Utilization Fees (‘‘EBUF’’).                Specifically, the Exchange proposes to
                                               NYSEAMER–2018–20]                                           Currently, EBUF is assessed to an                  exclude from the Messages to Contracts
                                                                                                        ATP Holder for submitting orders in an                Traded Ratio calculation any quotes that
                                               Self-Regulatory Organizations; NYSE
                                                                                                        order-to-execution ratio greater than                 sets or matches the National Best Bid-
                                               American LLC; Notice of Filing and
                                                                                                        10,000 over the course of a calendar                  Offer (‘‘NBBO’’) market at the time the
                                               Immediate Effectiveness of Proposed
                                                                                                        month (‘‘Orders Fee’’), or for submitting             quotes are received. The Exchange
                                               Change To Modify the NYSE American
                                                                                                        in excess of 3 billion messages (either               believes that such exclusion will
                                               Options Fee Schedule
                                                                                                        orders or quotes) without executing at                encourage Market Makers to submit
                                               May 9, 2018.                                             least one contract for every 1,500–5,000              tighter quotes without the risk that such
                                                  Pursuant to Section 19(b)(1) 1 of the                 messages (‘‘Messages Fee’’).4 If an ATP               quotes would result in increased fees.
                                               Securities Exchange Act of 1934 (the                     Holder is liable for either or both fees              The proposed revised calculation would
                                               ‘‘Act’’) 2 and Rule 19b–4 thereunder,3                   in a given month, that firm is only                   also keep Market Makers from
                                               notice is hereby given that, on April 30,                charged the greater of the two fees.                  submitting wide quotes to avoid
                                               2018, NYSE American LLC (the                                The Exchange has found that firms                  excessive messaging.
                                               ‘‘Exchange’’ or ‘‘NYSE American’’) filed                 may have assessable behavior for an                      Additionally, the Exchange proposes
                                               with the Securities and Exchange                         anomaly that takes place over the course              to exclude from the Messages to
                                               Commission (the ‘‘Commission’’) the                      of a day or two, or that occurs late in               Contracts Traded Ratio calculation any
                                               proposed rule change as described in                     the month before the anomalous                        quote in a Specialist’s or e-Specialist’s
                                               Items I, II, and III below, which Items                  behavior can be fully diagnosed and                   allocated issues. Specialists and e-
                                               have been prepared by the self-                          mitigated. Because the firms recognize                Specialists have a heightened
                                               regulatory organization. The                             this as affecting their own efficiency,               Regulatory obligation to make markets
                                               Commission is publishing this notice to                  they address such issues quickly and                  in their allocated issues.5 Unlike other
                                               solicit comments on the proposed rule                    work with Exchange staff to improve                   Market Makers, Specialists and e-
                                               change from interested persons.                          their messaging behavior. The Exchange                Specialists cannot relinquish issues
                                                                                                        notes that in a recent period of high                 from their allocation without the
                                               I. Self-Regulatory Organization’s                        volatility, firms were quick to address               approval of the Exchange.6
                                               Statement of the Terms of Substance of                   potential EBUF charges. To encourage a
daltland on DSKBBV9HB2PROD with NOTICES




                                               the Proposed Rule Change                                 collegial effort in resolving such                       5 Specialists (and e-Specialists) must provide

                                                  The Exchange proposes to modify the                   anomalies, the Exchange proposes that                 continuous two-sided quotations throughout the
                                                                                                                                                              trading day in its appointed issues for 90% of the
                                               NYSE American Options Fee Schedule                       the EBUF only be charged for the                      time the Exchange is open for trading in each issue.
                                                                                                        second and any subsequent instance in                 See NYSE American Rule 925.1NY.
                                                 1 15 U.S.C. 78s(b)(1).                                                                                          6 While Directed Order Market Makers (‘‘DMM’’)
                                                 2 15 U.S.C. 78a.                                         4 Currently, the Exchange has set the ratio at 1    also have a 90% quoting obligation in their DMM
                                                 3 17 CFR 240.19b–4.                                    contract for every 5,000 messages.                    issues, DMM issues may be added or dropped at



                                          VerDate Sep<11>2014    20:27 May 14, 2018   Jkt 244001   PO 00000   Frm 00118   Fmt 4703   Sfmt 4703   E:\FR\FM\15MYN1.SGM   15MYN1


                                                                              Federal Register / Vol. 83, No. 94 / Tuesday, May 15, 2018 / Notices                                              22559

                                                  The Exchange notes that failure to                   within a range is reasonable because it                participants are welcome to become
                                               mitigate excessive message traffic by a                 would provide the Exchange with                        ATP Holders.
                                               Specialist or e-Specialist can be                       flexibility to respond to changing                       The Exchange notes that it operates in
                                               addressed by the Exchange by                            market and business conditions in an                   a highly competitive market in which
                                               disqualification due to operational                     expeditious manner which the                           market participants can readily favor
                                               change warranting immediate action.7                    Exchange believes would help perfect                   competing venues. In such an
                                                  During the period of recent volatility               the mechanism for a free and open                      environment, the Exchange must
                                               and activity, the Exchange noted a                      national market system, and generally                  continually review, and consider
                                               significantly higher number of messages                 help protect investors and the public                  adjusting, its fees and credits to remain
                                               generated without a proportional                        interest.                                              competitive with other exchanges. For
                                               amount of executed volume, especially                      The proposed adjustments to the                     the reasons described above, the
                                               in less active-option issues.                           manner in which the Messages Fee is                    Exchange believes that the proposed
                                               Concurrently, the Exchange saw no                       calculated are reasonable because the                  rule change reflects this competitive
                                               degradation in system performance                       proposed changes would encourage                       environment.
                                               because of prudent upgrades and                         Market Makers to submit tighter quotes                 C. Self-Regulatory Organization’s
                                               expansion of the trading system in the                  without the risk that such quotes would                Statement on Comments on the
                                               past year. Thus, the Exchange believes                  result in increased fees. The proposed                 Proposed Rule Change Received from
                                               that the proposed modifications would                   adjustments are also not unfairly                      Members, Participants, or Others
                                               continue to encourage market                            discriminatory as the proposed changes
                                               participants to be rational and efficient                                                                        No written comments were solicited
                                                                                                       would apply to all similarly situated
                                               in the use of the Exchange’s system                                                                            or received with respect to the proposed
                                                                                                       market participants that are subject to
                                               capacity. The Exchange believes that the                                                                       rule change.
                                                                                                       the Messages Fee on an equal basis
                                               proposed modifications should also                      while encouraging quotes that are                      III. Date of Effectiveness of the
                                               reduce the possibility of charging ATP                  competitive and that increase the                      Proposed Rule Change and Timing for
                                               Holders a Messages Fee for messages                     overall quality of markets.                            Commission Action
                                               designed to help maintain accurate and                     Finally, the Exchange believes the
                                               liquid markets with narrower spreads.                                                                             The foregoing rule change is effective
                                                                                                       exclusion of Specialist and e-Specialist               upon filing pursuant to Section
                                               2. Statutory Basis                                      quotes in their appointed issues is                    19(b)(3)(A)11 of the Act and
                                                  The Exchange believes that the                       reasonable, equitable and not unfairly                 subparagraph (f)(2) of Rule 19b–412
                                               proposed rule change is consistent with                 discriminatory because Specialists and                 thereunder, because it establishes a due,
                                               Section 6(b) of the Act,8 in general, and               e-Specialists have a heightened quoting                fee, or other charge imposed by the
                                               furthers the objectives of Sections                     obligation than other market                           Exchange.
                                               6(b)(4) and (5) of the Act,9 in particular,             participants and cannot relinquish                        At any time within 60 days of the
                                               because it provides for the equitable                   allocation of their issues as easily as                filing of such proposed rule change, the
                                               allocation of reasonable dues, fees, and                Market Makers are able to increase or                  Commission summarily may
                                               other charges among its members,                        decrease their appointments.                           temporarily suspend such rule change if
                                               issuers and other persons using its                     B. Self-Regulatory Organization’s                      it appears to the Commission that such
                                               facilities and does not unfairly                                                                               action is necessary or appropriate in the
                                                                                                       Statement on Burden on Competition
                                               discriminate between customers,                                                                                public interest, for the protection of
                                               issuers, brokers or dealers.                               In accordance with Section 6(b)(8) of               investors, or otherwise in furtherance of
                                                  The Exchange believes that the                       the Act,10 the Exchange does not believe               the purposes of the Act. If the
                                               proposed modifications to the Fees are                  that the proposed rule change would                    Commission takes such action, the
                                               reasonable, equitable, and not unfairly                 impose any burden on competition that                  Commission shall institute proceedings
                                               discriminatory because the proposed                     is not necessary or appropriate in                     under Section 19(b)(2)(B) 13 of the Act to
                                               changes would continue to encourage                     furtherance of the purposes of the Act.                determine whether the proposed rule
                                               market participants to be rational and                  The Exchange believes the proposed                     change should be approved or
                                               efficient in the use of the Exchange’s                  changes to the Excessive Bandwidth                     disapproved.
                                               system capacity, which would benefit                    Utilization Fees would not place an
                                                                                                                                                              IV. Solicitation of Comments
                                               all market participants. The Exchange                   unfair burden on competition because
                                               believes that assessing the Fees only                   the proposed changes are designed to                     Interested persons are invited to
                                               after the second instance in a rolling                  encourage efficient use of Exchange’s                  submit written data, views, and
                                               twelve month period is reasonable                       system capacity and would apply to all                 arguments concerning the foregoing,
                                               because it would encourage participants                 market participants that are subject to                including whether the proposed rule
                                               to work with the Exchange staff to                      the Fees.                                              change is consistent with the Act.
                                               mitigate the issues while not having a                     To the extent that these purposes are               Comments may be submitted by any of
                                               deleterious effect on market quality or                 achieved, the Exchange believes that the               the following methods:
                                               participation.                                          proposed changes would enhance the                     Electronic Comments
                                                  The Exchange believes setting the                    quality of the Exchange’s markets and
                                               threshold for the Messages Fee to be                                                                              • Use the Commission’s internet
                                                                                                       increase the volume of orders directed
                                                                                                                                                              comment form (http://www.sec.gov/
                                                                                                       to the Exchange. In turn, all the
                                               any time, consistent with NYSE American Rule                                                                   rules/sro.shtml); or
                                                                                                       Exchange’s market participants would                      • Send an email to rule-comments@
daltland on DSKBBV9HB2PROD with NOTICES




                                               923NY(c).
                                                 7 The Exchange notes that failure to mitigate
                                                                                                       benefit from the improved market                       sec.gov. Please include File Number SR–
                                               excessive message traffic by a Specialist or e-         liquidity. If the proposed changes make                NYSEAMER–2018–20 on the subject
                                               Specialist can be addressed by the Exchange by          the Exchange a more attractive                         line.
                                               disqualification due to operational change              marketplace for market participants at
                                               warranting immediate action. See NYSE American
                                               Rule 927NY(b)(2).                                       other exchanges, such market                             11 15 U.S.C. 78s(b)(3)(A).
                                                 8 15 U.S.C. 78f(b).                                                                                            12 17 CFR 240.19b–4(f)(2).
                                                 9 15 U.S.C. 78f(b)(4) and (5).                         10 15   U.S.C. 78f(b)(8).                               13 15 U.S.C. 78s(b)(2)(B).




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                                               22560                            Federal Register / Vol. 83, No. 94 / Tuesday, May 15, 2018 / Notices

                                               Paper Comments                                            ACTION:   Notice.                                     Liberty Plaza, New York, New York
                                                  • Send paper comments in triplicate                                                                          10006.
                                                                                                            Notice of an application for an order
                                               to Brent J. Fields, Secretary, Securities                 under sections 12(d)(1)(J), 57(c), 57(i)              FOR FURTHER INFORMATION CONTACT:
                                               and Exchange Commission, 100 F Street                     and 60 of Investment Company Act of                   Asen Parachkevov, Senior Counsel, or
                                               NE, Washington, DC 20549–1090.                            1940 (the ‘‘Act’’) and rule 17d–1 under               David J. Marcinkus, Branch Chief, at
                                               All submissions should refer to File                      the Act to permit certain joint                       (202) 551–6821 (Division of Investment
                                               Number SR–NYSEAMER–2018–20. This                          transactions otherwise prohibited by                  Management, Chief Counsel’s Office).
                                               file number should be included on the                     sections 12(d)(1)(A), 12(d)(1)(C),                    SUPPLEMENTARY INFORMATION: The
                                               subject line if email is used. To help the                57(a)(1), 57(a)(2) and 57(a)(4) of the Act            following is a summary of the
                                               Commission process and review your                        and rule 17d–1 under the Act.                         application. The complete application
                                               comments more efficiently, please use                     APPLICANTS: TCW Direct Lending LLC                    may be obtained via the Commission’s
                                               only one method. The Commission will                      (the ‘‘Fund’’), TCW Middle Market                     website by searching for the file
                                               post all comments on the Commission’s                     Lending Opportunities BDC, Inc. (the                  number, or an applicant using the
                                               internet website (http://www.sec.gov/                     ‘‘Extension Fund’’), and TCW Asset                    Company name box, at http://
                                               rules/sro.shtml). Copies of the                           Management Company (the ‘‘Adviser’’).                 www.sec.gov/search/search.htm or by
                                               submission, all subsequent                                SUMMARY OF APPLICATION: Applicants                    calling (202) 551–8090.
                                               amendments, all written statements                        seek an order to permit the Fund (i) to               Applicants’ Representations
                                               with respect to the proposed rule                         conduct an exchange offer pursuant to
                                               change that are filed with the                                                                                     1. The Fund, a Delaware limited
                                                                                                         which investors in the Fund
                                               Commission, and all written                                                                                     liability company, is a closed-end
                                                                                                         (‘‘Unitholders’’), including certain
                                               communications relating to the                                                                                  management investment company that
                                                                                                         directors and officers of the Fund and
                                               proposed rule change between the                                                                                has elected to be regulated as a business
                                                                                                         employees of the Adviser (collectively,
                                               Commission and any person, other than                                                                           development company (‘‘BDC’’) under
                                                                                                         the ‘‘TCW Directors, Officers and
                                               those that may be withheld from the                                                                             the Act. On April 18, 2014, the Fund
                                                                                                         Employees’’), may elect to exchange all
                                               public in accordance with the                                                                                   filed a registration statement on Form 10
                                                                                                         or a portion of their units in the Fund
                                               provisions of 5 U.S.C. 552, will be                                                                             to register Units pursuant to section
                                                                                                         (‘‘Units’’) for an equivalent number of
                                               available for website viewing and                                                                               12(g) of the Exchange Act of 1934 (the
                                                                                                         shares (‘‘Shares’’) in the Extension Fund
                                               printing in the Commission’s Public                                                                             ‘‘Exchange Act’’). The Fund commenced
                                                                                                         (each such Unitholder, an ‘‘Electing
                                               Reference Room, 100 F Street NE,                                                                                operations on September 19, 2014. The
                                                                                                         Unitholder’’), and (ii) to transfer to the
                                               Washington, DC 20549 on official                                                                                Fund operates as a direct lending
                                                                                                         Extension Fund a pro rata portion of the
                                               business days between the hours of                                                                              company that seeks to generate risk-
                                                                                                         Fund’s assets and liabilities, including a
                                               10:00 a.m. and 3:00 p.m. Copies of the                                                                          adjusted returns primarily through
                                                                                                         pro rata portion of each of the Fund’s
                                               filing also will be available for                                                                               direct investments in senior secured
                                                                                                         portfolio investments, in proportion to
                                               inspection and copying at the principal                                                                         loans made to middle-market companies
                                                                                                         the percentage of Units tendered and
                                               office of the Exchange. All comments                                                                            or other companies that are engaged in
                                                                                                         accepted for exchange.
                                               received will be posted without change.                                                                         various businesses.
                                                                                                         FILING DATES: The application was filed                  2. The Fund conducted a private
                                               Persons submitting comments are                           on April 20, 2017, and amended on
                                               cautioned that we do not redact or edit                                                                         offering of its Units to investors in
                                                                                                         October 16, 2017, May 3, 2018, and May                reliance on the exemption from
                                               personal identifying information from                     9, 2018.
                                               comment submissions. You should                                                                                 registration provided by section 506 of
                                                                                                         HEARING OR NOTIFICATION OF HEARING: An                Regulation D under the Securities Act of
                                               submit only information that you wish
                                                                                                         order granting the application will be                1933 (the ‘‘Securities Act’’). The Fund
                                               to make available publicly. All
                                                                                                         issued unless the Commission orders a                 entered into subscription agreements
                                               submissions should refer to File
                                                                                                         hearing. Interested persons may request               with its Unitholders, pursuant to which
                                               Number SR–NYSEAMER–2018–20 and
                                                                                                         a hearing by writing to the                           the Unitholders made capital
                                               should be submitted on or before June
                                                                                                         Commission’s Secretary and serving                    commitments to the Fund. The Units are
                                               5, 2018.
                                                                                                         applicants with a copy of the request,                not traded on an exchange and are not
                                                 For the Commission, by the Division of                  personally or by mail. Hearing requests               freely transferable.
                                               Trading and Markets, pursuant to delegated                should be received by the Commission                     3. The Extension Fund, a Delaware
                                               authority.14                                              by 5:30 p.m. on May 30, 2018 and                      corporation and a wholly-owned
                                               Eduardo A. Aleman,                                        should be accompanied by proof of                     subsidiary of the Fund, intends to elect
                                               Assistant Secretary.                                      service on the applicants, in the form of             to be regulated as a BDC. Applicants
                                               [FR Doc. 2018–10263 Filed 5–14–18; 8:45 am]               an affidavit, or, for lawyers, a certificate          state that the Extension Fund will have
                                               BILLING CODE 8011–01–P                                    of service. Pursuant to section 0–5                   investment objectives and investment
                                                                                                         under the Act, hearing requests should                policies that are substantially similar to
                                                                                                         state the nature of the writer’s interest,            the Fund’s. Applicants state that the
                                               SECURITIES AND EXCHANGE                                   any facts bearing upon the desirability               Extension Fund intends to conduct an
                                               COMMISSION                                                of a hearing on the matter, the reason for            initial public offering or listing of its
                                                                                                         the request, and the issues contested.                Shares immediately following the
                                               [Investment Company Act Release No.                       Persons who wish to be notified of a
                                               33094; File No. 812–14765]                                                                                      completion of the Proposed
                                                                                                         hearing may request notification by                   Transactions.
daltland on DSKBBV9HB2PROD with NOTICES




                                               TCW Direct Lending LLC, et al.;                           writing to the Commission’s Secretary.                   4. The Adviser, a Delaware limited
                                                                                                         ADDRESSES: Secretary, U.S. Securities                 liability company, is registered as an
                                               May 9, 2018.                                              and Exchange Commission, 100 F Street                 investment adviser under the
                                               AGENCY:Securities and Exchange                            NE, Washington, DC 20549–1090. The                    Investment Advisers Act of 1940 (the
                                               Commission (‘‘Commission’’).                              Applicants: c/o Adrian Rae Leipsic,                   ‘‘Advisers Act’’). The Adviser serves as
                                                                                                         Esq., and Adam E. Fleisher, Esq., Cleary              investment adviser to the Fund
                                                 14 17   CFR 200.30–3(a)(12).                            Gottlieb Steen & Hamilton LLP, One                    pursuant to an investment advisory


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Document Created: 2018-05-15 00:34:16
Document Modified: 2018-05-15 00:34:16
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 22558 

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