83_FR_24466 83 FR 24364 - Self-Regulatory Organizations; Nasdaq PHLX LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Sections I and II of the Pricing Schedule

83 FR 24364 - Self-Regulatory Organizations; Nasdaq PHLX LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Sections I and II of the Pricing Schedule

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 83, Issue 102 (May 25, 2018)

Page Range24364-24367
FR Document2018-11225

Federal Register, Volume 83 Issue 102 (Friday, May 25, 2018)
[Federal Register Volume 83, Number 102 (Friday, May 25, 2018)]
[Notices]
[Pages 24364-24367]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2018-11225]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-83295; File No. SR-Phlx-2018-39]


Self-Regulatory Organizations; Nasdaq PHLX LLC; Notice of Filing 
and Immediate Effectiveness of Proposed Rule Change To Amend Sections I 
and II of the Pricing Schedule

May 21, 2018.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 
1934 (``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby given 
that on May 10, 2018, Nasdaq PHLX LLC (``Phlx'' or ``Exchange'') filed 
with the Securities and Exchange Commission (``Commission'') the 
proposed rule change as described in Items I, II, and III below, which 
Items have been prepared by the Exchange. The Commission is publishing 
this notice to solicit comments on the proposed rule change from 
interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 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 amend Phlx's Pricing Schedule at Section 
I, entitled ``Rebates and Fees for Adding and Removing Liquidity in 
SPY,'' and Section II, entitled ``Multiply Listed Options Fees 
(Includes options overlying equities, ETFs, ETNs and indexes which are 
Multiply Listed).''
    The text of the proposed rule change is available on the Exchange's 
website at http://nasdaqphlx.cchwallstreet.com/, at the principal 
office of the Exchange, and at the Commission's Public Reference Room.

II. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, the Exchange included statements 
concerning the purpose of and basis for the proposed rule change and 
discussed any comments it received on the proposed rule change. The 
text of these statements may be examined at the places specified in 
Item IV below. The Exchange has prepared summaries, set forth in 
sections A, B, and C below, of the most significant aspects of such 
statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange proposes to amend Phlx's Pricing Schedule at Section 
I, entitled ``Rebates and Fees for Adding and Removing Liquidity in 
SPY,'' and Section II, entitled ``Multiply Listed Options Fees 
(Includes options overlying equities, ETFs, ETNs and indexes which are 
Multiply Listed).'' Specifically, the Exchange proposes to amend a 
surcharge in Section I, Part B, which applies to options overlying SPY 
as well as a surcharge in Section II related to Complex Orders in order 
to further reduce the costs to the Exchange of such transactions. Each 
surcharge amendment is described below in more detail.
Section I, Part B
    The Exchange proposes to amend Section I, Part B to amend Complex 
Order \4\ fees for SPY. The Exchange proposes to increase a surcharge 
of $0.05 per contract, which is currently assessed to Customers \5\ 
when executing the individual components of their Complex Orders in SPY 
against Market Maker \6\ or Specialist \7\ quotes that are resting on 
the Simple Order Book. Today, Customers submit Complex Orders to the 
Exchange because often, Customers are able to execute such Complex 
Orders immediately by executing the individual components thereof 
through interactions with Market Maker and Specialist quotes that rest 
on the Exchange's Simple Order Book. These Customers benefit from not 
having to wait for counterparties that are willing to execute against 
their Complex Orders in the Complex Order Book. The Exchange proposes 
to increase the surcharge from $0.05 to $0.15 per contract for 
Customers that execute Complex Orders against Market Maker or 
Specialist quotes resting on the Simple Order Book.\8\ The Exchange 
proposes this surcharge increase to reduce further the Exchange's costs 
for these transactions. Not only does the Exchange receive no fees from 
Customers for engaging in these transactions,\9\ but the Exchange also 
pays rebates to the Market Makers and Specialists whose quotes execute 
against the Customers' Complex Orders.\10\ Pursuant to Section I, Part 
A of the Exchange's Pricing Schedule, these rebates range from $0.15 to 
$0.35 per contact.
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    \4\ A Complex Order is an order involving the simultaneous 
purchase and/or sale of two or more different options series in the 
same underlying security, priced as a net debit or credit based on 
the relative prices of the individual components, for the same 
account, for the purpose of executing a particular investment 
strategy. See Phlx Rule 1098.
    \5\ The term ``Customer'' applies to any transaction that is 
identified by a member or member organization for clearing in the 
Customer range at The Options Clearing Corporation which is not for 
the account of a broker or dealer or for the account of a 
``Professional'' (as that term is defined in Rule 1000(b)(14)).
    \6\ The term ``ROT, SQT and RSQT'' applies to transactions for 
the accounts of Registered Option Traders (``ROTs''), Streaming 
Quote Traders (``SQTs''), and Remote Streaming Quote Traders 
(``RSQTs''). For purposes of the Pricing Schedule, the term ``Market 
Maker'' will be utilized to describe fees and rebates applicable to 
ROTs, SQTs and RSQTs. RSQTs may also be referred to as Remote Market 
Markers (``RMMs''). See Preface to Phlx's Pricing Schedule.
    \7\ The term ``Specialist'' applies to transactions for the 
account of a Specialist (as defined in Exchange Rule 1020(a)). A 
Specialist is an Exchange member registered as an options specialist 
pursuant to Rule 1020(a). An options Specialist includes a Remote 
Specialist, which is defined as an options specialist in one or more 
classes that does not have a physical presence on an Exchange floor 
and is approved by the Exchange pursuant to Rule 501.
    \8\ A component of a Complex Order may ``leg'' against a resting 
order in the Simple Order Book.
    \9\ Non-Customer market participants pay fees for adding and 
removing liquidity in Complex Orders as noted in Section I, Part B 
of the Pricing Schedule, although Customers pay no such fees.
    \10\ See rebates in Section I, Part A of the Pricing Schedule.
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Section II
    The Exchange proposes to amend Section II to increase a surcharge 
assessed to electronic Complex Orders that remove liquidity \11\ from 
the Complex Order Book and auctions,

[[Page 24365]]

excluding PIXL,\12\ in Non-Penny Pilot Options (excluding NDX and 
NDXP).\13\ The Exchange proposes to increase this surcharge for 
electronically-delivered Complex Orders from $0.10 to $0.12 per 
contract to reduce further the Exchange's costs for these transactions. 
Today, Customers pay no Options Transaction Charges in Non-Penny Pilot 
Options.\14\ The Exchange pays Customer rebates for Complex Orders in 
Section B of the Pricing Schedule. The Exchange desires to continue to 
incentivize Customers to interact with Complex Order liquidity by 
offering those rebates in Section B of the Pricing Schedule. The 
Exchange believes that while the surcharge is being increased for the 
Options Transaction Charge in Non-Penny Pilot Options excluding NDX and 
NDXP, the fees remain competitive as the Exchange does not assess 
Customers a fee but offers Customers rebates. The surcharge is assessed 
to Non-Customers.\15\ The Exchange is proposing to add ``Non-
Customers'' to footnote 7 of Section II of the Pricing Schedule to make 
clear that today, Customers do not get assessed a surcharge. The 
Exchange assesses surcharges to market participants that pay Options 
Transaction Charges. In this case, only Non-Customer market 
participants pay an Options Transaction Charge for Non-Penny Pilot 
Options. Customers are not assessed a surcharge today because they pay 
no Options Transaction Charge. By [sic] adding the term ``Non-
Customer'' into this provision will amend the sentence to make clear 
that the surcharge is only being assessed to a Non-Customer.
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    \11\ The Exchange notes that an order that is received by the 
trading system first in time shall be considered an order adding 
liquidity and an order that trades against that order shall be 
considered an order removing liquidity.
    \12\ PIXL\SM\ is the Exchange's price improvement mechanism 
known as Price Improvement XL or PIXL. See Phlx Rule 1087.
    \13\ Today, this surcharge is not subject to the Monthly Market 
Maker Cap. Phlx Specialists and Market Makers are subject to a 
``Monthly Market Maker Cap'' of $500,000 for: (i) Electronic Option 
Transaction Charges, excluding surcharges and excluding options 
overlying NDX and NDXP; and (ii) QCC Transaction Fees (as defined in 
Exchange Rule 1080(o) and Floor QCC Orders, as defined in 1064(e)).
    \14\ Non-Customer market participants pay a $0.75 per contract 
Options Transaction Charge in Non-Penny Pilot Options excluding NDX 
and NDXP.
    \15\ The term ``Non-Customer'' applies to transactions for the 
accounts of Specialists, Market Makers, Firms, Professionals, 
Broker-Dealers and JBOs.
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2. Statutory Basis
    The Exchange believes that its proposal is consistent with Section 
6(b) of the Act,\16\ in general, and furthers the objectives of 
Sections 6(b)(4) and 6(b)(5) of the Act,\17\ in particular, in that it 
provides for the equitable allocation of reasonable dues, fees, and 
other charges among members and issuers and other persons using any 
facility, and is not designed to permit unfair discrimination between 
customers, issuers, brokers, or dealers.
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    \16\ 15 U.S.C. 78f(b).
    \17\ 15 U.S.C. 78f(b)(4) and (5).
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Section I, Part B
    The Exchange's proposal to amend Section I, Part B related to 
Complex Order fees for SPY to increase the surcharge from $0.05 to 
$0.15 per contract on Customers that execute Complex Orders against 
Market Maker or Specialist quotes resting on the Simple Order Book is 
reasonable because the surcharge would reduce the Exchange's costs 
associated with these transactions. Each such transaction costs the 
Exchange between $0.15 and $0.35 per contract in rebates to Market 
Makers and Specialists. Moreover, it is reasonable to impose this 
surcharge on Customers because Customers benefit the most from being 
able to achieve immediate executions of their Complex Orders in the 
relevant scenario. The Exchange believes that the surcharge is minimal 
and will not be substantial enough to eliminate or even significantly 
diminish the benefits to Customers of being able to achieve immediate 
executions in this manner. Finally, the Exchange notes that all other 
account categories, Professionals,\18\ Firms,\19\ Broker-Dealers,\20\ 
Specialists, and Market Makers, pay higher fees when the Complex Order 
removes liquidity from the Complex Order Book or the Simple Order Book 
\21\ than Customers would pay under the proposal when they execute 
their Complex Orders against Simple Orders of Market Makers and 
Specialists that are resting on the Simple Order Book.\22\
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    \18\ The term ``Professional'' applies to transactions for the 
accounts of Professionals, as defined in Exchange Rule 1000(b)(14) 
as any person or entity that (i) is not a broker or dealer in 
securities, and (ii) places more than 390 orders in listed options 
per day on average during a calendar month for its own beneficial 
account(s).
    \19\ The term ``Firm'' applies to any transaction that is 
identified by a member or member organization for clearing in the 
Firm range at OCC.
    \20\ The term ``Broker-Dealer'' applies to any transaction, 
which is not subject to any of the other transaction fees applicable 
within a particular category.
    \21\ A component of a Complex Order may ``leg'' against a 
resting order in the Simple Order Book.
    \22\ See Section I, Part B of the Pricing Schedule.
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    The Exchange's proposal to amend Section I, Part B to amend Complex 
Order fees for SPY to increase the surcharge from $0.05 to $0.15 per 
contract on Customers that execute Complex Orders against Market Maker 
or Specialist quotes resting on the Simple Order Book is equitable and 
not unfairly discriminatory because the Exchange will uniformly apply 
the fee to all similarly-situated Customers. Even with this increased 
surcharge, Customers are assessed the least amount per contract for 
executions in SPY. As noted herein, Customers are not assessed fees for 
adding and removing liquidity for SPY Complex Orders. With respect to 
the Simple Market, a Customer is assessed the lowest fee for removing 
liquidity.\23\ The Exchange believes that it is equitable and not 
unfairly discriminatory to assess Customers no fees or lower fees 
because Customer orders bring valuable liquidity to the market, which 
benefits other market participants. Customer liquidity benefits all 
market participants by providing more trading opportunities, which 
attracts Specialists and Market Makers. An increase in the activity of 
these market participants in turn facilitates tighter spreads, which 
may cause an additional corresponding increase in order flow from other 
market participants.
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    \23\ A component of a Complex Order may ``leg'' against a 
resting order in the Simple Order Book.
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Section II
    The Exchange's proposal to amend Section II to increase a surcharge 
assessed to electronic Complex Orders that remove liquidity from the 
Complex Order Book and auctions, excluding PIXL, in Non-Penny Pilot 
Options (excluding NDX and NDXP) from $0.10 to $0.12 per contract is 
reasonable because it will further offset the cost of paying rebates as 
provided for in Section I, Part A to Specialists and Market Makers. The 
Exchange believes that it is reasonable to only assess this surcharge 
to those orders which remove liquidity from the market because the 
Exchange wants to continue to encourage market participation and price 
improvement for those participants that seek to add liquidity on Phlx. 
The Exchange believes that not assessing the surcharge on PIXL and SPY 
orders is reasonable. PIXL has its own pricing,\24\ and the Exchange 
wants to continue to encourage price improvement within PIXL. SPY has 
its own rebate program separate and apart from Section B.\25\ Limiting 
the surcharges to electronically-delivered transactions is reasonable 
because the Section B rebates apply only to electronically-delivered 
Customer orders. Further, limiting the surcharge to orders entered 
electronically is

[[Page 24366]]

equitable and not unfairly discriminatory because the Exchange has 
expended considerable resources to develop its electronic trading 
platforms and seeks to recoup the costs of such expenditures. Finally, 
excluding NDX and NDXP is reasonable because these symbols are 
currently subject to a surcharge.\26\ The Exchange's proposal to add 
``Non-Customers'' to footnote 7 of Section II of the Pricing Schedule 
is reasonable because today Customers do not get assessed a surcharge. 
The surcharge is assessed to Non-Customer market participants who pay 
an Options Transaction Charge for Non-Penny Pilot Options. Customers 
are not assessed a surcharge today because they pay no Options 
Transaction Charge. By [sic] adding the term ``Non-Customer'' into this 
provision will amend the sentence to make clear that the surcharge is 
only being assessed to a Non-Customer.
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    \24\ See Section IV, Part A of the Pricing Schedule.
    \25\ See Section I of the Pricing Schedule. SPY Pricing is only 
in Section I. Section II pricing applies to Multiply-Listed Options 
excluding SPY options.
    \26\ See Section II of the Pricing Schedule.
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    The Exchange's proposal to amend Section II to increase a surcharge 
assessed to electronic Complex Orders that remove liquidity from the 
Complex Order Book and auctions, excluding PIXL, in Non-Penny Pilot 
Options (excluding NDX and NDXP) from $0.10 to $0.12 per contract is 
equitable and not unfairly discriminatory because the Exchange will 
uniformly apply this surcharge to all Non-Customer or [sic] market 
participants that pay an Options Transaction Charge. The Exchange's 
proposal to add ``Non-Customers'' to footnote 7 of Section II of the 
Pricing Schedule is equitable and not unfairly discriminatory because 
Customers are not assessed a surcharge today because they pay no 
Options Transaction Charge. By [sic] adding the term ``Non-Customer'' 
into this provision will amend the sentence to make clear that the 
surcharge is only being assessed to a Non-Customers. The Exchange 
believes that it is equitable and not unfairly discriminatory to assess 
no Options Transaction Charge for Non-Penny Pilot Options or surcharge 
fee because Customer liquidity benefits all market participants by 
providing more trading opportunities, which attracts Specialists and 
Market Makers. An increase in the activity of these market participants 
in turn facilitates tighter spreads, which may cause an additional 
corresponding increase in order flow from other market participants.

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

    The Exchange does not believe that the proposed rule change will 
impose any burden on competition not necessary or appropriate in 
furtherance of the purposes of the Act. In terms of inter-market 
competition, the Exchange notes that it operates in a highly 
competitive market in which market participants can readily favor 
competing venues if they deem fee levels at a particular venue to be 
excessive, or rebate opportunities available at other venues to be more 
favorable. In such an environment, the Exchange must continually adjust 
its fees to remain competitive with other exchanges and with 
alternative trading systems that have been exempted from compliance 
with the statutory standards applicable to exchanges. Because 
competitors are free to modify their own fees in response, and because 
market participants may readily adjust their order routing practices, 
the Exchange believes that the degree to which fee changes in this 
market may impose any burden on competition is extremely limited.
Section I, Part B
    The Exchange's proposal to amend Section I, Part B to amend Complex 
Order fees for SPY to increase the surcharge from $0.05 to $0.15 per 
contract on Customers that execute Complex Orders against Market Maker 
or Specialist quotes resting on the Simple Order Book does not impose 
an undue burden on competition because the Exchange will uniformly 
apply the fee to all similarly-situated Customers. Even with this 
increased surcharge, Customers are assessed the least amount per 
contract for executions in SPY. As noted herein, Customers are not 
assessed fees for adding and removing liquidity for SPY Complex Orders. 
With respect to the Simple Market, a Customer is assessed the lowest 
fee for removing liquidity.\27\ The Exchange believes that it is 
equitable and not unfairly discriminatory to assess Customers no fees 
or lower fees because Customer orders bring valuable liquidity to the 
market, which benefits other market participants. Customer liquidity 
benefits all market participants by providing more trading 
opportunities, which attracts Specialists and Market Makers. An 
increase in the activity of these market participants in turn 
facilitates tighter spreads, which may cause an additional 
corresponding increase in order flow from other market participants.
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    \27\ A component of a Complex Order may ``leg'' against a 
resting order in the Simple Order Book.
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Section II
    The Exchange's proposal to amend Section II to increase a surcharge 
assessed to electronic Complex Orders that remove liquidity from the 
Complex Order Book and auctions, excluding PIXL, in Non-Penny Pilot 
Options (excluding NDX and NDXP) from $0.10 to $0.12 per contract does 
not impose an undue burden on competition because the Exchange will 
uniformly apply this surcharge to all Non-Customer or [sic] market 
participants that pay an Options Transaction Charge. The Exchange's 
proposal to add ``Non-Customers'' to footnote 7 of Section II of the 
Pricing Schedule does not impose an undue burden on competition because 
Customers are not assessed a surcharge today because they pay no 
Options Transaction Charge. By [sic] adding the term ``Non-Customer'' 
into this provision will amend the sentence to make clear that the 
surcharge is only being assessed to a Non-Customers. The Exchange 
believes that assessing no Options Transaction Charge for Non-Penny 
Pilot Options and not assessing a surcharge fee does not impose an 
undue burden on competition because Customer liquidity benefits all 
market participants by providing more trading opportunities, which 
attracts Specialists and Market Makers. An increase in the activity of 
these market participants in turn facilitates tighter spreads, which 
may cause an additional corresponding increase in order flow from other 
market participants.

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    No written comments were either solicited or received.

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

    The foregoing rule change has become effective pursuant to Section 
19(b)(3)(A)(ii) of the Act.\28\
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    \28\ 15 U.S.C. 78s(b)(3)(A)(ii).
---------------------------------------------------------------------------

    At any time within 60 days of the filing of the proposed rule 
change, the Commission summarily may temporarily suspend such rule 
change if it appears to the Commission that such action is: (i) 
Necessary or appropriate in the public interest; (ii) for the 
protection of investors; or (iii) otherwise in furtherance of the 
purposes of the Act. If the Commission takes such action, the 
Commission shall institute proceedings to determine whether the 
proposed rule should be approved or disapproved.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing,

[[Page 24367]]

including whether the proposed rule change is consistent with the Act. 
Comments may be submitted by any of the following methods:

Electronic Comments

     Use the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number SR-Phlx-2018-39 on the subject line.

Paper Comments

     Send paper comments in triplicate to Secretary, Securities 
and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.

All submissions should refer to File Number SR-Phlx-2018-39. 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-Phlx-2018-39 and 
should be submitted on or before June 15, 2018.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\29\
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    \29\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-11225 Filed 5-24-18; 8:45 am]
BILLING CODE 8011-01-P



                                              24364                           Federal Register / Vol. 83, No. 102 / Friday, May 25, 2018 / Notices

                                              promptly providing written notice to its                overlying equities, ETFs, ETNs and                       the individual components of their
                                              members whenever FINRA changes a                        indexes which are Multiply Listed).’’                    Complex Orders in SPY against Market
                                              rule that the Exchange has incorporated                    The text of the proposed rule change                  Maker 6 or Specialist 7 quotes that are
                                              by reference.                                           is available on the Exchange’s website at                resting on the Simple Order Book.
                                                 Accordingly, it is ordered, pursuant to              http://nasdaqphlx.cchwallstreet.com/,                    Today, Customers submit Complex
                                              Section 36 of the Exchange Act,19 that                  at the principal office of the Exchange,                 Orders to the Exchange because often,
                                              the Exchange is exempt from the rule                    and at the Commission’s Public                           Customers are able to execute such
                                              filing requirements of Section 19(b) of                 Reference Room.                                          Complex Orders immediately by
                                              the Exchange Act solely with respect to                 II. Self-Regulatory Organization’s                       executing the individual components
                                              changes to the rules identified in its                  Statement of the Purpose of, and                         thereof through interactions with
                                              request that incorporate by reference                   Statutory Basis for, the Proposed Rule                   Market Maker and Specialist quotes that
                                              certain FINRA rules that are the result                                                                          rest on the Exchange’s Simple Order
                                                                                                      Change
                                              of changes to such FINRA rules,                                                                                  Book. These Customers benefit from not
                                              provided that the Exchange promptly                        In its filing with the Commission, the                having to wait for counterparties that
                                              provides written notice to its members                  Exchange included statements                             are willing to execute against their
                                              whenever FINRA proposes to change a                     concerning the purpose of and basis for                  Complex Orders in the Complex Order
                                              rule that the Exchange has incorporated                 the proposed rule change and discussed                   Book. The Exchange proposes to
                                              by reference.                                           any comments it received on the                          increase the surcharge from $0.05 to
                                                                                                      proposed rule change. The text of these                  $0.15 per contract for Customers that
                                                For the Commission, by the Division of
                                              Trading and Markets, pursuant to delegated
                                                                                                      statements may be examined at the                        execute Complex Orders against Market
                                              authority.20                                            places specified in Item IV below. The                   Maker or Specialist quotes resting on
                                              Eduardo A. Aleman,                                      Exchange has prepared summaries, set                     the Simple Order Book.8 The Exchange
                                                                                                      forth in sections A, B, and C below, of                  proposes this surcharge increase to
                                              Assistant Secretary.
                                                                                                      the most significant aspects of such                     reduce further the Exchange’s costs for
                                              [FR Doc. 2018–11226 Filed 5–24–18; 8:45 am]
                                                                                                      statements.                                              these transactions. Not only does the
                                              BILLING CODE 8011–01–P
                                                                                                      A. Self-Regulatory Organization’s                        Exchange receive no fees from
                                                                                                      Statement of the Purpose of, and                         Customers for engaging in these
                                              SECURITIES AND EXCHANGE                                 Statutory Basis for, the Proposed Rule                   transactions,9 but the Exchange also
                                              COMMISSION                                              Change                                                   pays rebates to the Market Makers and
                                                                                                                                                               Specialists whose quotes execute
                                              [Release No. 34–83295; File No. SR–Phlx–                1. Purpose                                               against the Customers’ Complex
                                              2018–39]                                                                                                         Orders.10 Pursuant to Section I, Part A
                                                                                                         The Exchange proposes to amend
                                                                                                      Phlx’s Pricing Schedule at Section I,                    of the Exchange’s Pricing Schedule,
                                              Self-Regulatory Organizations; Nasdaq                                                                            these rebates range from $0.15 to $0.35
                                              PHLX LLC; Notice of Filing and                          entitled ‘‘Rebates and Fees for Adding
                                                                                                      and Removing Liquidity in SPY,’’ and                     per contact.
                                              Immediate Effectiveness of Proposed
                                              Rule Change To Amend Sections I and                     Section II, entitled ‘‘Multiply Listed                   Section II
                                              II of the Pricing Schedule                              Options Fees (Includes options
                                                                                                                                                                 The Exchange proposes to amend
                                                                                                      overlying equities, ETFs, ETNs and
                                              May 21, 2018.                                                                                                    Section II to increase a surcharge
                                                                                                      indexes which are Multiply Listed).’’
                                                 Pursuant to Section 19(b)(1) 1 of the                                                                         assessed to electronic Complex Orders
                                                                                                      Specifically, the Exchange proposes to
                                              Securities Exchange Act of 1934                                                                                  that remove liquidity 11 from the
                                                                                                      amend a surcharge in Section I, Part B,
                                              (‘‘Act’’) 2 and Rule 19b–4 thereunder,3                                                                          Complex Order Book and auctions,
                                                                                                      which applies to options overlying SPY
                                              notice is hereby given that on May 10,                  as well as a surcharge in Section II                        6 The term ‘‘ROT, SQT and RSQT’’ applies to
                                              2018, Nasdaq PHLX LLC (‘‘Phlx’’ or                      related to Complex Orders in order to                    transactions for the accounts of Registered Option
                                              ‘‘Exchange’’) filed with the Securities                 further reduce the costs to the Exchange                 Traders (‘‘ROTs’’), Streaming Quote Traders
                                              and Exchange Commission                                 of such transactions. Each surcharge                     (‘‘SQTs’’), and Remote Streaming Quote Traders
                                                                                                                                                               (‘‘RSQTs’’). For purposes of the Pricing Schedule,
                                              (‘‘Commission’’) the proposed rule                      amendment is described below in more                     the term ‘‘Market Maker’’ will be utilized to
                                              change as described in Items I, II, and                 detail.                                                  describe fees and rebates applicable to ROTs, SQTs
                                              III below, which Items have been                                                                                 and RSQTs. RSQTs may also be referred to as
                                              prepared by the Exchange. The                           Section I, Part B                                        Remote Market Markers (‘‘RMMs’’). See Preface to
                                                                                                                                                               Phlx’s Pricing Schedule.
                                              Commission is publishing this notice to                   The Exchange proposes to amend                            7 The term ‘‘Specialist’’ applies to transactions for
                                              solicit comments on the proposed rule                   Section I, Part B to amend Complex                       the account of a Specialist (as defined in Exchange
                                              change from interested persons.                         Order 4 fees for SPY. The Exchange                       Rule 1020(a)). A Specialist is an Exchange member
                                                                                                      proposes to increase a surcharge of                      registered as an options specialist pursuant to Rule
                                              I. Self-Regulatory Organization’s                       $0.05 per contract, which is currently                   1020(a). An options Specialist includes a Remote
                                              Statement of the Terms of Substance of                                                                           Specialist, which is defined as an options specialist
                                                                                                      assessed to Customers 5 when executing                   in one or more classes that does not have a physical
                                              the Proposed Rule Change                                                                                         presence on an Exchange floor and is approved by
                                                 The Exchange proposes to amend                         4 A Complex Order is an order involving the            the Exchange pursuant to Rule 501.
                                                                                                                                                                  8 A component of a Complex Order may ‘‘leg’’
                                              Phlx’s Pricing Schedule at Section I,                   simultaneous purchase and/or sale of two or more
                                                                                                      different options series in the same underlying          against a resting order in the Simple Order Book.
                                              entitled ‘‘Rebates and Fees for Adding                  security, priced as a net debit or credit based on the      9 Non-Customer market participants pay fees for
                                              and Removing Liquidity in SPY,’’ and                    relative prices of the individual components, for the    adding and removing liquidity in Complex Orders
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                                              Section II, entitled ‘‘Multiply Listed                  same account, for the purpose of executing a             as noted in Section I, Part B of the Pricing Schedule,
                                              Options Fees (Includes options                          particular investment strategy. See Phlx Rule 1098.      although Customers pay no such fees.
                                                                                                        5 The term ‘‘Customer’’ applies to any transaction        10 See rebates in Section I, Part A of the Pricing

                                                19 15                                                 that is identified by a member or member                 Schedule.
                                                      U.S.C. 78mm.
                                                20 17
                                                                                                      organization for clearing in the Customer range at          11 The Exchange notes that an order that is
                                                      CFR 200.30–3(a)(76).                            The Options Clearing Corporation which is not for        received by the trading system first in time shall be
                                                1 15 U.S.C. 78s(b)(1).
                                                                                                      the account of a broker or dealer or for the account     considered an order adding liquidity and an order
                                                2 15 U.S.C. 78a.
                                                                                                      of a ‘‘Professional’’ (as that term is defined in Rule   that trades against that order shall be considered an
                                                3 17 CFR 240.19b–4.                                   1000(b)(14)).                                            order removing liquidity.



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                                                                               Federal Register / Vol. 83, No. 102 / Friday, May 25, 2018 / Notices                                                        24365

                                              excluding PIXL,12 in Non-Penny Pilot                    reasonable dues, fees, and other charges                  unfairly discriminatory because the
                                              Options (excluding NDX and NDXP).13                     among members and issuers and other                       Exchange will uniformly apply the fee
                                              The Exchange proposes to increase this                  persons using any facility, and is not                    to all similarly-situated Customers. Even
                                              surcharge for electronically-delivered                  designed to permit unfair                                 with this increased surcharge,
                                              Complex Orders from $0.10 to $0.12 per                  discrimination between customers,                         Customers are assessed the least amount
                                              contract to reduce further the                          issuers, brokers, or dealers.                             per contract for executions in SPY. As
                                              Exchange’s costs for these transactions.                                                                          noted herein, Customers are not
                                                                                                      Section I, Part B
                                              Today, Customers pay no Options                                                                                   assessed fees for adding and removing
                                              Transaction Charges in Non-Penny Pilot                     The Exchange’s proposal to amend                       liquidity for SPY Complex Orders. With
                                              Options.14 The Exchange pays Customer                   Section I, Part B related to Complex                      respect to the Simple Market, a
                                              rebates for Complex Orders in Section B                 Order fees for SPY to increase the                        Customer is assessed the lowest fee for
                                              of the Pricing Schedule. The Exchange                   surcharge from $0.05 to $0.15 per                         removing liquidity.23 The Exchange
                                              desires to continue to incentivize                      contract on Customers that execute                        believes that it is equitable and not
                                              Customers to interact with Complex                      Complex Orders against Market Maker                       unfairly discriminatory to assess
                                              Order liquidity by offering those rebates               or Specialist quotes resting on the                       Customers no fees or lower fees because
                                              in Section B of the Pricing Schedule.                   Simple Order Book is reasonable                           Customer orders bring valuable liquidity
                                              The Exchange believes that while the                    because the surcharge would reduce the                    to the market, which benefits other
                                              surcharge is being increased for the                    Exchange’s costs associated with these                    market participants. Customer liquidity
                                              Options Transaction Charge in Non-                      transactions. Each such transaction                       benefits all market participants by
                                              Penny Pilot Options excluding NDX and                   costs the Exchange between $0.15 and                      providing more trading opportunities,
                                              NDXP, the fees remain competitive as                    $0.35 per contract in rebates to Market                   which attracts Specialists and Market
                                              the Exchange does not assess Customers                  Makers and Specialists. Moreover, it is                   Makers. An increase in the activity of
                                              a fee but offers Customers rebates. The                 reasonable to impose this surcharge on                    these market participants in turn
                                              surcharge is assessed to Non-                           Customers because Customers benefit                       facilitates tighter spreads, which may
                                              Customers.15 The Exchange is proposing                  the most from being able to achieve                       cause an additional corresponding
                                              to add ‘‘Non-Customers’’ to footnote 7 of               immediate executions of their Complex                     increase in order flow from other market
                                              Section II of the Pricing Schedule to                   Orders in the relevant scenario. The                      participants.
                                              make clear that today, Customers do not                 Exchange believes that the surcharge is
                                                                                                      minimal and will not be substantial                       Section II
                                              get assessed a surcharge. The Exchange
                                              assesses surcharges to market                           enough to eliminate or even                                  The Exchange’s proposal to amend
                                              participants that pay Options                           significantly diminish the benefits to                    Section II to increase a surcharge
                                              Transaction Charges. In this case, only                 Customers of being able to achieve                        assessed to electronic Complex Orders
                                              Non-Customer market participants pay                    immediate executions in this manner.                      that remove liquidity from the Complex
                                              an Options Transaction Charge for Non-                  Finally, the Exchange notes that all                      Order Book and auctions, excluding
                                                                                                      other account categories,                                 PIXL, in Non-Penny Pilot Options
                                              Penny Pilot Options. Customers are not
                                                                                                      Professionals,18 Firms,19 Broker-                         (excluding NDX and NDXP) from $0.10
                                              assessed a surcharge today because they
                                                                                                      Dealers,20 Specialists, and Market                        to $0.12 per contract is reasonable
                                              pay no Options Transaction Charge. By
                                                                                                      Makers, pay higher fees when the                          because it will further offset the cost of
                                              [sic] adding the term ‘‘Non-Customer’’
                                                                                                      Complex Order removes liquidity from                      paying rebates as provided for in
                                              into this provision will amend the
                                                                                                      the Complex Order Book or the Simple                      Section I, Part A to Specialists and
                                              sentence to make clear that the
                                                                                                      Order Book 21 than Customers would                        Market Makers. The Exchange believes
                                              surcharge is only being assessed to a
                                                                                                      pay under the proposal when they                          that it is reasonable to only assess this
                                              Non-Customer.
                                                                                                      execute their Complex Orders against                      surcharge to those orders which remove
                                              2. Statutory Basis                                      Simple Orders of Market Makers and                        liquidity from the market because the
                                                 The Exchange believes that its                       Specialists that are resting on the                       Exchange wants to continue to
                                              proposal is consistent with Section 6(b)                Simple Order Book.22                                      encourage market participation and
                                              of the Act,16 in general, and furthers the                 The Exchange’s proposal to amend                       price improvement for those
                                                                                                      Section I, Part B to amend Complex                        participants that seek to add liquidity
                                              objectives of Sections 6(b)(4) and 6(b)(5)
                                                                                                      Order fees for SPY to increase the                        on Phlx. The Exchange believes that not
                                              of the Act,17 in particular, in that it
                                                                                                      surcharge from $0.05 to $0.15 per                         assessing the surcharge on PIXL and
                                              provides for the equitable allocation of
                                                                                                      contract on Customers that execute                        SPY orders is reasonable. PIXL has its
                                                 12 PIXLSM is the Exchange’s price improvement
                                                                                                      Complex Orders against Market Maker                       own pricing,24 and the Exchange wants
                                              mechanism known as Price Improvement XL or              or Specialist quotes resting on the                       to continue to encourage price
                                              PIXL. See Phlx Rule 1087.                               Simple Order Book is equitable and not                    improvement within PIXL. SPY has its
                                                 13 Today, this surcharge is not subject to the
                                                                                                                                                                own rebate program separate and apart
                                              Monthly Market Maker Cap. Phlx Specialists and             18 The term ‘‘Professional’’ applies to transactions
                                                                                                                                                                from Section B.25 Limiting the
                                              Market Makers are subject to a ‘‘Monthly Market         for the accounts of Professionals, as defined in
                                              Maker Cap’’ of $500,000 for: (i) Electronic Option                                                                surcharges to electronically-delivered
                                                                                                      Exchange Rule 1000(b)(14) as any person or entity
                                              Transaction Charges, excluding surcharges and           that (i) is not a broker or dealer in securities, and     transactions is reasonable because the
                                              excluding options overlying NDX and NDXP; and           (ii) places more than 390 orders in listed options        Section B rebates apply only to
                                              (ii) QCC Transaction Fees (as defined in Exchange       per day on average during a calendar month for its        electronically-delivered Customer
                                              Rule 1080(o) and Floor QCC Orders, as defined in        own beneficial account(s).
                                              1064(e)).                                                  19 The term ‘‘Firm’’ applies to any transaction that
                                                                                                                                                                orders. Further, limiting the surcharge
                                                                                                                                                                to orders entered electronically is
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                                                 14 Non-Customer market participants pay a $0.75
                                                                                                      is identified by a member or member organization
                                              per contract Options Transaction Charge in Non-         for clearing in the Firm range at OCC.
                                              Penny Pilot Options excluding NDX and NDXP.                20 The term ‘‘Broker-Dealer’’ applies to any             23 A component of a Complex Order may ‘‘leg’’
                                                 15 The term ‘‘Non-Customer’’ applies to                                                                        against a resting order in the Simple Order Book.
                                                                                                      transaction, which is not subject to any of the other
                                              transactions for the accounts of Specialists, Market    transaction fees applicable within a particular             24 See Section IV, Part A of the Pricing Schedule.
                                              Makers, Firms, Professionals, Broker-Dealers and        category.                                                   25 See Section I of the Pricing Schedule. SPY
                                              JBOs.                                                      21 A component of a Complex Order may ‘‘leg’’
                                                                                                                                                                Pricing is only in Section I. Section II pricing
                                                 16 15 U.S.C. 78f(b).                                 against a resting order in the Simple Order Book.         applies to Multiply-Listed Options excluding SPY
                                                 17 15 U.S.C. 78f(b)(4) and (5).                         22 See Section I, Part B of the Pricing Schedule.      options.



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                                              24366                              Federal Register / Vol. 83, No. 102 / Friday, May 25, 2018 / Notices

                                              equitable and not unfairly                                of the purposes of the Act. In terms of               that remove liquidity from the Complex
                                              discriminatory because the Exchange                       inter-market competition, the Exchange                Order Book and auctions, excluding
                                              has expended considerable resources to                    notes that it operates in a highly                    PIXL, in Non-Penny Pilot Options
                                              develop its electronic trading platforms                  competitive market in which market                    (excluding NDX and NDXP) from $0.10
                                              and seeks to recoup the costs of such                     participants can readily favor competing              to $0.12 per contract does not impose an
                                              expenditures. Finally, excluding NDX                      venues if they deem fee levels at a                   undue burden on competition because
                                              and NDXP is reasonable because these                      particular venue to be excessive, or                  the Exchange will uniformly apply this
                                              symbols are currently subject to a                        rebate opportunities available at other               surcharge to all Non-Customer or [sic]
                                              surcharge.26 The Exchange’s proposal to                   venues to be more favorable. In such an               market participants that pay an Options
                                              add ‘‘Non-Customers’’ to footnote 7 of                    environment, the Exchange must                        Transaction Charge. The Exchange’s
                                              Section II of the Pricing Schedule is                     continually adjust its fees to remain                 proposal to add ‘‘Non-Customers’’ to
                                              reasonable because today Customers do                     competitive with other exchanges and                  footnote 7 of Section II of the Pricing
                                              not get assessed a surcharge. The                         with alternative trading systems that                 Schedule does not impose an undue
                                              surcharge is assessed to Non-Customer                     have been exempted from compliance                    burden on competition because
                                              market participants who pay an Options                    with the statutory standards applicable               Customers are not assessed a surcharge
                                              Transaction Charge for Non-Penny Pilot                    to exchanges. Because competitors are                 today because they pay no Options
                                              Options. Customers are not assessed a                     free to modify their own fees in                      Transaction Charge. By [sic] adding the
                                              surcharge today because they pay no                       response, and because market                          term ‘‘Non-Customer’’ into this
                                              Options Transaction Charge. By [sic]                      participants may readily adjust their                 provision will amend the sentence to
                                              adding the term ‘‘Non-Customer’’ into                     order routing practices, the Exchange                 make clear that the surcharge is only
                                              this provision will amend the sentence                    believes that the degree to which fee                 being assessed to a Non-Customers. The
                                              to make clear that the surcharge is only                  changes in this market may impose any                 Exchange believes that assessing no
                                              being assessed to a Non-Customer.                         burden on competition is extremely                    Options Transaction Charge for Non-
                                                 The Exchange’s proposal to amend                       limited.                                              Penny Pilot Options and not assessing a
                                              Section II to increase a surcharge                                                                              surcharge fee does not impose an undue
                                              assessed to electronic Complex Orders                     Section I, Part B
                                                                                                                                                              burden on competition because
                                              that remove liquidity from the Complex                       The Exchange’s proposal to amend                   Customer liquidity benefits all market
                                              Order Book and auctions, excluding                        Section I, Part B to amend Complex                    participants by providing more trading
                                              PIXL, in Non-Penny Pilot Options                          Order fees for SPY to increase the                    opportunities, which attracts Specialists
                                              (excluding NDX and NDXP) from $0.10                       surcharge from $0.05 to $0.15 per                     and Market Makers. An increase in the
                                              to $0.12 per contract is equitable and                    contract on Customers that execute                    activity of these market participants in
                                              not unfairly discriminatory because the                   Complex Orders against Market Maker                   turn facilitates tighter spreads, which
                                              Exchange will uniformly apply this                        or Specialist quotes resting on the                   may cause an additional corresponding
                                              surcharge to all Non-Customer or [sic]                    Simple Order Book does not impose an                  increase in order flow from other market
                                              market participants that pay an Options                   undue burden on competition because                   participants.
                                              Transaction Charge. The Exchange’s                        the Exchange will uniformly apply the
                                              proposal to add ‘‘Non-Customers’’ to                      fee to all similarly-situated Customers.              C. Self-Regulatory Organization’s
                                              footnote 7 of Section II of the Pricing                   Even with this increased surcharge,                   Statement on Comments on the
                                              Schedule is equitable and not unfairly                    Customers are assessed the least amount               Proposed Rule Change Received From
                                              discriminatory because Customers are                      per contract for executions in SPY. As                Members, Participants, or Others
                                              not assessed a surcharge today because                    noted herein, Customers are not                         No written comments were either
                                              they pay no Options Transaction                           assessed fees for adding and removing                 solicited or received.
                                              Charge. By [sic] adding the term ‘‘Non-                   liquidity for SPY Complex Orders. With
                                              Customer’’ into this provision will                       respect to the Simple Market, a                       III. Date of Effectiveness of the
                                              amend the sentence to make clear that                     Customer is assessed the lowest fee for               Proposed Rule Change and Timing for
                                              the surcharge is only being assessed to                   removing liquidity.27 The Exchange                    Commission Action
                                              a Non-Customers. The Exchange                             believes that it is equitable and not                    The foregoing rule change has become
                                              believes that it is equitable and not                     unfairly discriminatory to assess                     effective pursuant to Section
                                              unfairly discriminatory to assess no                      Customers no fees or lower fees because               19(b)(3)(A)(ii) of the Act.28
                                              Options Transaction Charge for Non-                       Customer orders bring valuable liquidity                 At any time within 60 days of the
                                              Penny Pilot Options or surcharge fee                      to the market, which benefits other                   filing of the proposed rule change, the
                                              because Customer liquidity benefits all                   market participants. Customer liquidity               Commission summarily may
                                              market participants by providing more                     benefits all market participants by                   temporarily suspend such rule change if
                                              trading opportunities, which attracts                     providing more trading opportunities,                 it appears to the Commission that such
                                              Specialists and Market Makers. An                         which attracts Specialists and Market                 action is: (i) Necessary or appropriate in
                                              increase in the activity of these market                  Makers. An increase in the activity of                the public interest; (ii) for the protection
                                              participants in turn facilitates tighter                  these market participants in turn                     of investors; or (iii) otherwise in
                                              spreads, which may cause an additional                    facilitates tighter spreads, which may                furtherance of the purposes of the Act.
                                              corresponding increase in order flow                      cause an additional corresponding                     If the Commission takes such action, the
                                              from other market participants.                           increase in order flow from other market              Commission shall institute proceedings
                                                                                                        participants.                                         to determine whether the proposed rule
                                              B. Self-Regulatory Organization’s
                                                                                                                                                              should be approved or disapproved.
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                                              Statement on Burden on Competition                        Section II
                                                The Exchange does not believe that                                                                            IV. Solicitation of Comments
                                                                                                          The Exchange’s proposal to amend
                                              the proposed rule change will impose                      Section II to increase a surcharge                      Interested persons are invited to
                                              any burden on competition not                             assessed to electronic Complex Orders                 submit written data, views, and
                                              necessary or appropriate in furtherance                                                                         arguments concerning the foregoing,
                                                                                                          27 A component of a Complex Order may ‘‘leg’’
                                                26 See   Section II of the Pricing Schedule.            against a resting order in the Simple Order Book.       28 15   U.S.C. 78s(b)(3)(A)(ii).



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                                                                                Federal Register / Vol. 83, No. 102 / Friday, May 25, 2018 / Notices                                                       24367

                                              including whether the proposed rule                       SECURITIES AND EXCHANGE                                 institutes proceedings under Section
                                              change is consistent with the Act.                        COMMISSION                                              19(b)(2)(B) of the Exchange Act 7 to
                                              Comments may be submitted by any of                                                                               determine whether to approve or
                                              the following methods:                                    [Release No. 34–83293; File No. SR–                     disapprove the proposed rule change.
                                                                                                        CboeBZX–2018–010]
                                              Electronic Comments                                                                                               I. Summary of the Exchange’s
                                                                                                        Self-Regulatory Organizations; Cboe                     Description of the Proposed Rule
                                                • Use the Commission’s internet                         BZX Exchange, Inc.; Order Instituting                   Change 8
                                              comment form (http://www.sec.gov/                         Proceedings To Determine Whether To
                                              rules/sro.shtml); or                                                                                                 The Exchange proposes to adopt BZX
                                                                                                        Approve or Disapprove a Proposed                        Rule 14.11(k), which would govern the
                                                • Send an email to rule-comments@                       Rule Change To Adopt BZX Rule
                                              sec.gov. Please include File Number SR–                                                                           listing and trading of Managed Portfolio
                                                                                                        14.11(k) To Permit the Listing and                      Shares.9 The Exchange also proposes to
                                              Phlx–2018–39 on the subject line.                         Trading of Managed Portfolio Shares                     list and trade Shares of the ClearBridge
                                              Paper Comments                                            and To List and Trade Shares of the                     Appreciation ETF, ClearBridge Large
                                                                                                        ClearBridge Appreciation ETF,                           Cap ETF, ClearBridge Mid Cap Growth
                                                 • Send paper comments in triplicate                    ClearBridge Large Cap ETF,                              ETF, ClearBridge Select ETF, and
                                              to Secretary, Securities and Exchange                     ClearBridge Mid Cap Growth ETF,                         ClearBridge All Cap Value ETF under
                                              Commission, 100 F Street NE,                              ClearBridge Select ETF, and                             proposed BZX Rule 14.11(k) (each a
                                              Washington, DC 20549–1090.                                ClearBridge All Cap Value ETF                           ‘‘Fund,’’ and collectively the ‘‘Funds’’).
                                              All submissions should refer to File                      May 21, 2018.
                                              Number SR–Phlx–2018–39. This file                                                                                 A. Description of the Funds
                                                                                                           On February 5, 2018, Cboe BZX
                                              number should be included on the                                                                                    The portfolio for each Fund will
                                                                                                        Exchange, Inc. (‘‘Exchange’’ or ‘‘BZX’’)                consist primarily of long and/or short
                                              subject line if email is used. To help the
                                                                                                        filed with the Securities and Exchange                  positions in U.S. exchange-listed
                                              Commission process and review your
                                                                                                        Commission (‘‘Commission’’), pursuant                   securities and shares issued by other
                                              comments more efficiently, please use
                                                                                                        to Section 19(b)(1) of the Securities                   U.S. exchange-listed exchange-traded
                                              only one method. The Commission will
                                                                                                        Exchange Act of 1934 (‘‘Exchange                        funds (‘‘ETFs’’).10 All exchange-listed
                                              post all comments on the Commission’s
                                                                                                        Act’’) 1 and Rule 19b–4 thereunder,2 a                  equity securities in which the Funds
                                              internet website (http://www.sec.gov/
                                                                                                        proposed rule change to adopt BZX Rule                  will invest will be listed and traded on
                                              rules/sro.shtml). Copies of the
                                                                                                        14.11(k) to permit the listing and trading              U.S. national securities exchanges.
                                              submission, all subsequent
                                                                                                        of Managed Portfolio Shares, and to list
                                              amendments, all written statements                                                                                1. ClearBridge Appreciation ETF
                                                                                                        and trade shares (‘‘Shares’’) of the
                                              with respect to the proposed rule
                                                                                                        ClearBridge Appreciation ETF,                              The ClearBridge Appreciation ETF
                                              change that are filed with the
                                                                                                        ClearBridge Large Cap ETF, ClearBridge                  will seek to provide long-term
                                              Commission, and all written
                                                                                                        Mid Cap Growth ETF, ClearBridge                         appreciation of shareholders’ capital.
                                              communications relating to the
                                                                                                        Select ETF, and ClearBridge All Cap
                                              proposed rule change between the
                                                                                                        Value ETF under proposed BZX Rule                       available at https://www.sec.gov/comments/sr-
                                              Commission and any person, other than
                                                                                                        14.11(k). The proposed rule change was                  cboebzx-2018-010/cboebzx2018010.htm.
                                              those that may be withheld from the                                                                                  7 15 U.S.C. 78s(b)(2)(B).
                                                                                                        published for comment in the Federal
                                              public in accordance with the                                                                                        8 For a complete description of the Exchange’s
                                                                                                        Register on February 20, 2018.3 On
                                              provisions of 5 U.S.C. 552, will be                                                                               proposal, including a description of the Precidian
                                                                                                        April 3, 2018, pursuant to Section                      ETF Trust II (‘‘Trust’’), see Notice, supra note 3.
                                              available for website viewing and
                                                                                                        19(b)(2) of the Exchange Act,4 the                         9 Proposed BZX Rule 14.11(k)(3)(A) defines the
                                              printing in the Commission’s Public
                                                                                                        Commission designated a longer period                   term ‘‘Managed Portfolio Share’’ as a security that
                                              Reference Room, 100 F Street NE,                                                                                  (a) represents an interest in a registered investment
                                                                                                        within which to approve the proposed
                                              Washington, DC 20549 on official                                                                                  company (‘‘Investment Company’’) organized as an
                                                                                                        rule change, disapprove the proposed                    open-end management investment company or
                                              business days between the hours of
                                                                                                        rule change, or institute proceedings to                similar entity, that invests in a portfolio of
                                              10:00 a.m. and 3:00 p.m. Copies of the
                                                                                                        determine whether to disapprove the                     securities selected by the Investment Company’s
                                              filing also will be available for                                                                                 investment adviser consistent with the Investment
                                                                                                        proposed rule change.5 The Commission
                                              inspection and copying at the principal                                                                           Company’s investment objectives and policies; (b)
                                                                                                        has received four comment letters on                    is issued in a specified aggregate minimum number
                                              office of the Exchange. All comments
                                                                                                        the proposed rule change.6 This order                   of shares equal to a Creation Unit (as defined in
                                              received will be posted without change.                                                                           proposed BZX Rule 14.11(k)(3)(C)), or multiples
                                              Persons submitting comments are                             1 15   U.S.C. 78s(b)(1).                              thereof, in return for a designated portfolio of
                                              cautioned that we do not redact or edit                     2 17   CFR 240.19b–4.
                                                                                                                                                                securities (and/or an amount of cash) with a value
                                              personal identifying information from                        3 See Securities Exchange Act Release No. 82705
                                                                                                                                                                equal to the next determined net asset value
                                                                                                                                                                (‘‘NAV’’); and (c) when aggregated in the same
                                              comment submissions. You should                           (February 13, 2018), 83 FR 7256 (‘‘Notice’’).           specified aggregate number of shares equal to a
                                              submit only information that you wish                        4 15 U.S.C. 78s(b)(2).
                                                                                                                                                                Redemption Unit (as defined in proposed BZX Rule
                                                                                                           5 See Securities Exchange Act Release No. 82984,
                                              to make available publicly.                                                                                       14.11(k)(3)(D)), or multiples thereof, may be
                                                                                                        83 FR 15181 (April 9, 2018). The Commission             redeemed at the request of an authorized
                                                 All submissions should refer to File                   designated May 21, 2018, as the date by which the       participant, which authorized participant will be
                                              Number SR–Phlx–2018–39 and should                         Commission shall approve or disapprove, or              paid through a confidential account established for
                                              be submitted on or before June 15, 2018.                  institute proceedings to determine whether to           its benefit (‘‘Confidential Account’’) a portfolio of
                                                                                                        disapprove, the proposed rule change.                   securities and/or cash with a value equal to the next
                                                For the Commission, by the Division of                     6 See letters to Brent J. Fields, Secretary,         determined NAV.
                                              Trading and Markets, pursuant to delegated                Commission, from: (1) Todd J. Broms, Chief                 10 The Exchange represents that, for purposes of
amozie on DSK3GDR082PROD with NOTICES1




                                              authority.29                                              Executive Officer, Broms & Company LLC, dated           describing the holdings of the Funds, ETFs include
                                              Eduardo A. Aleman,                                        March 13, 2018 (‘‘Broms Letter’’); (2) Simon P.         Portfolio Depository Receipts (as described in BZX
                                                                                                        Goulet, Co-Founder, Blue Tractor Group, LLC,            Rule 14.11(b)); Index Fund Shares (as described in
                                              Assistant Secretary.                                      dated March 19, 2018 (‘‘Blue Tractor Letter I’’); (3)   BZX Rule 14.11(c)); and Managed Fund Shares (as
                                              [FR Doc. 2018–11225 Filed 5–24–18; 8:45 am]               Terence W. Norman, Founder, Blue Tractor Group,         described in BZX Rule 14.11(i)). The ETFs in which
                                              BILLING CODE 8011–01–P
                                                                                                        LLC, dated March 20, 2018 (‘‘Blue Tractor Letter        a Fund will invest all will be listed and traded on
                                                                                                        II’’); and (4) Terence W. Norman, Founder, Blue         national securities exchanges. While the Funds may
                                                                                                        Tractor Group, LLC, dated May 8, 2018 (‘‘Blue           invest in inverse ETFs, the Funds will not invest
                                                29 17   CFR 200.30–3(a)(12).                            Tractor Letter III’’). The comment letters are          in leveraged (e.g., 2X, –2X, 3X, or –3X) ETFs.



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Document Created: 2018-05-25 02:13:14
Document Modified: 2018-05-25 02:13:14
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 24364 

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