83 FR 28699 - Self-Regulatory Organizations; Nasdaq GEMX, LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Increase Certain Route-Out Fees Set Forth in Section II.A of the Schedule of Fees

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 83, Issue 119 (June 20, 2018)

Page Range		28699-28701
FR Document		2018-13170
Federal Register, Volume 83 Issue 119 (Wednesday, June 20, 2018)
[Federal Register Volume 83, Number 119 (Wednesday, June 20, 2018)]
[Notices]
[Pages 28699-28701]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2018-13170]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-83445; File No. SR-GEMX-2018-20]


Self-Regulatory Organizations; Nasdaq GEMX, LLC; Notice of Filing 
and Immediate Effectiveness of Proposed Rule Change To Increase Certain 
Route-Out Fees Set Forth in Section II.A of the Schedule of Fees

June 14, 2018.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that 
on June 1, 2018, Nasdaq GEMX, LLC (``GEMX'' or ``Exchange'') filed with 
the Securities and Exchange Commission (``Commission'') the proposed 
rule change as described in Items I and II below, which Items have been 
prepared by the Exchange. The Commission is publishing this notice to 
solicit comments on the proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 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 increase certain route-out fees set forth 
in Section II.A of the Schedule of Fees.
    The text of the proposed rule change is available on the Exchange's 
website at http://nasdaqgemx.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 purpose of the proposed rule change is to increase certain 
route-out fees set forth in Section II.A of the Schedule of Fees. 
Today, the Exchange charges Non-Priority Customers (i.e., Market 
Maker,\3\ Non-Nasdaq GEMX Market Maker,\4\ Firm Proprietary \5\/Broker-
Dealer,\6\ and Professional Customer \7\) route-out fees of $0.95 per 
contract for orders in Non-Penny Symbols that are routed to away 
exchanges in connection with the Options Order Protection and Locked/
Crossed Market Plan (the ``Plan''). The Exchange now proposes to 
increase this fee to $1.09 per contract for all Non-Priority Customer 
orders in Non-Penny Symbols that are routed to away

[[Page 28700]]

exchanges in connection with the Plan. The Exchange believes that the 
proposed increase will help offset the costs associated with routing 
orders through the Plan, such as paying the transaction fees for such 
executions at other exchanges.
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    \3\ The term ``Market Makers'' refers to ``Competitive Market 
Makers'' and ``Primary Market Makers'' collectively. See Rule 
100(a)(30).
    \4\ A ``Non-Nasdaq GEMX Market Maker'' is a market maker as 
defined in Section 3(a)(38) of the Securities Exchange Act of 1934, 
as amended, registered in the same options class on another options 
exchange.
    \5\ A ``Firm Proprietary'' order is an order submitted by a 
member for its own proprietary account.
    \6\ A ``Broker-Dealer'' order is an order submitted by a member 
for a broker-dealer account that is not its own proprietary account.
    \7\ A ``Professional Customer'' is a person or entity that is 
not a broker/dealer and is not a Priority Customer.
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2. Statutory Basis
    The Exchange believes that its proposal is consistent with Section 
6(b) of the Act,\8\ in general, and furthers the objectives of Sections 
6(b)(4) and 6(b)(5) of the Act,\9\ 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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    \8\ 15 U.S.C. 78f(b).
    \9\ 15 U.S.C. 78f(b)(4) and (5).
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    The Exchange believes that proposed increase in the Non-Priority 
Customer route-out fees from $0.95 to $1.09 per contract for orders in 
Non-Penny Symbols is reasonable because it is designed to help recoup 
costs associated with routing orders to away exchanges in connection 
with the Plan, such as paying the transaction fees for such executions 
at other exchanges. Furthermore, the Exchange notes that the proposed 
fees remain competitive with the fees of other options exchanges which, 
in addition to a fixed routing fee, assess the actual transaction 
fees.\10\
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    \10\ For example, CBOE C2 Exchange, Inc. (``C2'') charges $1.63 
per routed contract for non-public customer, non-C2 market-maker 
orders in non-penny classes. See C2 Fees Schedule, Section 1.A 
(Transaction Fees) and Section 2 (Linkage Routing).
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    The Exchange believes that proposed increase in the Non-Priority 
Customer route-out fees is an equitable allocation and is not unfairly 
discriminatory because the Exchange will apply the same fee to all 
similarly situated members. The Exchange believes it is equitable and 
not unfairly discriminatory to increase the route-out fees for all 
market participants other than Priority Customers \11\ because the 
Exchange seeks to encourage Priority Customer order flow and the 
liquidity that such order flow brings to the marketplace, which in turn 
benefits all market participants.
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    \11\ A ``Priority Customer'' is a person or entity that is not a 
broker/dealer in securities, and does not place more than 390 orders 
in listed options per day on average during a calendar month for its 
own beneficial account(s), as defined in Nasdaq GEMX Rule 
100(a)(37A).
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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 particular, the proposed 
increase to the route-out fees will apply equally to all Non-Priority 
Customer orders that are routed to away exchanges in connection with 
the Plan, and will help offset costs associated with routing orders via 
the Plan. Furthermore as noted above, the Exchange believes that its 
proposed fees remain competitive with another options exchange.
    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. In sum, if the changes proposed 
herein are unattractive to market participants, it is likely that the 
Exchange will lose market share as a result. Accordingly, the Exchange 
does not believe that the proposed changes will impair the ability of 
members or competing order execution venues to maintain their 
competitive standing in the financial markets.

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,\12\ and Rule 19b-4(f)(2) \13\ thereunder. 
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.
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    \12\ 15 U.S.C. 78s(b)(3)(A)(ii).
    \13\ 17 CFR 240.19b-4(f)(2).
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IV. Solicitation of Comments

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

Electronic Comments

     Use the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to rule-comments@sec.gov. Please include 
File Number SR-GEMX-2018-20 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-GEMX-2018-20. This file 
number should be included on the subject line if email is used. To help 
the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's internet website (http://www.sec.gov/rules/sro.shtml). 
Copies of the submission, all subsequent amendments, all written 
statements with respect to the proposed rule change that are filed with 
the Commission, and all written communications relating to the proposed 
rule change between the Commission and any person, other than those 
that may be withheld from the public in accordance with the provisions 
of 5 U.S.C. 552, will be available for website viewing and printing in 
the Commission's Public Reference Room, 100 F Street NE, Washington, DC 
20549, on official business days between the hours of 10:00 a.m. and 
3:00 p.m. Copies of the filing also will be available for inspection 
and copying at the principal office of the Exchange. All comments 
received will be posted without change. Persons submitting comments are 
cautioned that we do not redact or edit personal identifying 
information from comment submissions. You should submit only 
information that you wish to make available publicly. All submissions 
should refer to File Number SR-GEMX-2018-20 and

[[Page 28701]]

should be submitted on or before July 11, 2018.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\14\
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    \14\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-13170 Filed 6-19-18; 8:45 am]
BILLING CODE 8011-01-P
Federal Register / Vol. 83, No. 119 / Wednesday, June 20, 2018 / Notices 28699

registered under the Exchange Act, to Act if such exemption is necessary or I. Self-Regulatory Organization’s
sell shares to Funds of Funds beyond appropriate in the public interest and Statement of the Terms of Substance of
the limits of section 12(d)(1)(B) of the consistent with the protection of the Proposed Rule Change
Act. The application’s terms and investors and the purposes fairly The Exchange proposes to increase
conditions are designed to, among other intended by the policy and provisions of certain route-out fees set forth in
things, help prevent any potential (i) the Act. Section 12(d)(1)(J) of the Act Section II.A of the Schedule of Fees.
undue influence over a Fund through provides that the Commission may The text of the proposed rule change
control or voting power, or in exempt any person, security, or is available on the Exchange’s website at
connection with certain services, transaction, or any class or classes of http://nasdaqgemx.cchwallstreet.com/,
transactions, and underwritings, (ii) persons, securities, or transactions, from at the principal office of the Exchange,
excessive layering of fees, and (iii) any provision of section 12(d)(1) if the and at the Commission’s Public
overly complex fund structures, which exemption is consistent with the public Reference Room.
are the concerns underlying the limits
interest and the protection of investors. II. Self-Regulatory Organization’s
in sections 12(d)(1)(A) and (B) of the
Section 17(b) of the Act authorizes the Statement of the Purpose of, and
Act.
8. Applicants request an exemption Commission to grant an order Statutory Basis for, the Proposed Rule
from sections 17(a)(1) and 17(a)(2) of the permitting a transaction otherwise Change
Act to permit persons that are Affiliated prohibited by section 17(a) if it finds In its filing with the Commission, the
Persons, or Second Tier Affiliates, of the that (a) the terms of the proposed Exchange included statements
Funds, solely by virtue of certain transaction are fair and reasonable and concerning the purpose of and basis for
ownership interests, to effectuate do not involve overreaching on the part the proposed rule change and discussed
purchases and redemptions in-kind. The of any person concerned; (b) the any comments it received on the
deposit procedures for in-kind proposed transaction is consistent with proposed rule change. The text of these
purchases of Creation Units and the the policies of each registered statements may be examined at the
redemption procedures for in-kind investment company involved; and (c) places specified in Item IV below. The
redemptions of Creation Units will be the proposed transaction is consistent Exchange has prepared summaries, set
the same for all purchases and with the general purposes of the Act. forth in sections A, B, and C below, of
redemptions, and Deposit Instruments the most significant aspects of such
For the Commission, by the Division of
and Redemption Instruments will be Investment Management, under delegated statements.
valued in the same manner as those authority.
investment positions currently held by A. Self-Regulatory Organization’s
the Funds. Applicants also seek relief Eduardo A. Aleman, Statement of the Purpose of, and
from the prohibitions on affiliated Assistant Secretary. Statutory Basis for, the Proposed Rule
transactions in section 17(a) to permit a [FR Doc. 2018–13217 Filed 6–19–18; 8:45 am] Change
Fund to sell its shares to and redeem its BILLING CODE 8011–01–P 1. Purpose
shares from a Fund of Funds, and to
The purpose of the proposed rule
engage in the accompanying in-kind
change is to increase certain route-out
transactions with the Fund of Funds.3 SECURITIES AND EXCHANGE fees set forth in Section II.A of the
The purchase of Creation Units by a COMMISSION Schedule of Fees. Today, the Exchange
Fund of Funds directly from a Fund will
charges Non-Priority Customers (i.e.,
be accomplished in accordance with the [Release No. 34–83445; File No. SR–GEMX– Market Maker,3 Non-Nasdaq GEMX
policies of the Fund of Funds and will 2018–20] Market Maker,4 Firm Proprietary 5/
be based on the NAVs of the Funds.
9. Applicants also request relief to Broker-Dealer,6 and Professional
Self-Regulatory Organizations; Nasdaq Customer 7) route-out fees of $0.95 per
permit a Feeder Fund to acquire shares GEMX, LLC; Notice of Filing and
of another registered investment contract for orders in Non-Penny
Immediate Effectiveness of Proposed Symbols that are routed to away
company managed by the Adviser Rule Change To Increase Certain
having substantially the same exchanges in connection with the
Route-Out Fees Set Forth in Section Options Order Protection and Locked/
investment objectives as the Feeder
II.A of the Schedule of Fees Crossed Market Plan (the ‘‘Plan’’). The
Fund (‘‘Master Fund’’) beyond the
limitations in section 12(d)(1)(A) and Exchange now proposes to increase this
June 14, 2018.
permit the Master Fund, and any fee to $1.09 per contract for all Non-
principal underwriter for the Master Pursuant to Section 19(b)(1) of the Priority Customer orders in Non-Penny
Fund, to sell shares of the Master Fund Securities Exchange Act of 1934 Symbols that are routed to away
to the Feeder Fund beyond the (‘‘Act’’),1 and Rule 19b–4 thereunder,2
limitations in section 12(d)(1)(B). notice is hereby given that on June 1, 3 The term ‘‘Market Makers’’ refers to

2018, Nasdaq GEMX, LLC (‘‘GEMX’’ or ‘‘Competitive Market Makers’’ and ‘‘Primary Market
10. Section 6(c) of the Act permits the Makers’’ collectively. See Rule 100(a)(30).
Commission to exempt any persons or ‘‘Exchange’’) filed with the Securities 4 A ‘‘Non-Nasdaq GEMX Market Maker’’ is a

transactions from any provision of the and Exchange Commission market maker as defined in Section 3(a)(38) of the
(‘‘Commission’’) the proposed rule Securities Exchange Act of 1934, as amended,
3 The requested relief would apply to direct sales change as described in Items I and II registered in the same options class on another
options exchange.
of shares in Creation Units by a Fund to a Fund of below, which Items have been prepared
sradovich on DSK3GMQ082PROD with NOTICES

5 A ‘‘Firm Proprietary’’ order is an order
Funds and redemptions of those shares. Applicants, by the Exchange. The Commission is
moreover, are not seeking relief from section 17(a) submitted by a member for its own proprietary
for, and the requested relief will not apply to, publishing this notice to solicit account.
transactions where a Fund could be deemed an comments on the proposed rule change 6 A ‘‘Broker-Dealer’’ order is an order submitted

Affiliated Person, or a Second-Tier Affiliate, of a from interested persons. by a member for a broker-dealer account that is not
Fund of Funds because an Adviser or an entity its own proprietary account.
controlling, controlled by or under common control 7 A ‘‘Professional Customer’’ is a person or entity
1 15 U.S.C. 78s(b)(1).
with an Adviser provides investment advisory that is not a broker/dealer and is not a Priority
services to that Fund of Funds. 2 17 CFR 240.19b–4. Customer.

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Federal Register / Vol. 83, No. 119 / Wednesday, June 20, 2018 / Notices 28701

should be submitted on or before July II. Self-Regulatory Organization’s 7.31(d)(1)(C), a Reserve Order must be
11, 2018. Statement of the Purpose of, and designated Day and may be combined
For the Commission, by the Division of
Statutory Basis for, the Proposed Rule with a Limit Non-Routable Order or a
Trading and Markets, pursuant to delegated Change Primary Pegged Order.
Rule 7.36(h) provides that Setter
authority.14 In its filing with the Commission, the
Priority will be assigned to an order
Eduardo A. Aleman, self-regulatory organization included
ranked Priority 2—Display Orders with
Assistant Secretary. statements concerning the purpose of,
a display quantity of at least a round lot
and basis for, the proposed rule change
[FR Doc. 2018–13170 Filed 6–19–18; 8:45 am] if such order (i) establishes a new BBO
and discussed any comments it received
BILLING CODE 8011–01–P and (ii) either establishes a new NBBO
on the proposed rule change. The text
or joins an Away Market NBBO and that
of those statements may be examined at
only one order is eligible for Setter
the places specified in Item IV below.
SECURITIES AND EXCHANGE Priority at each price.7 Rule 7.36(h)(1)
The Exchange has prepared summaries, provides that an order will be evaluated
COMMISSION set forth in sections A, B, and C below, for Setter Priority on arrival, which
of the most significant parts of such includes when any portion of an order
[Release No. 34–83432; File No. SR–NYSE– statements.
2018–26]
that has routed returns unexecuted and
A. Self-Regulatory Organization’s when it becomes eligible to trade for the
Self-Regulatory Organizations; New Statement of the Purpose of, and the first time upon transitioning to a new
York Stock Exchange LLC; Notice of Statutory Basis for, the Proposed Rule trading session.
Filing of Proposed Rule Change, as Change Proposed Rule Change to Reserve
Modified by Amendment No. 1, To 1. Purpose Orders
Amend Pillar Trading Platform Rule The Exchange proposes to amend
The Exchange proposes to amend
7.31 Relating to Reserve Orders and Rule 7.31 relating to Reserve Orders and Rule 7.31(d)(1) to change the manner by
Rule 7.36 Relating to Setter Priority Rule 7.36 relating to Setter Priority. which the display portion of a Reserve
These proposed changes would be Order would be replenished. As
June 14, 2018.
operative for trading on the Pillar proposed, rather than replenishing the
Pursuant to Section 19(b)(1) 1 of the trading platform only. Because the display quantity following any
Securities Exchange Act of 1934 Exchange trades only UTP Securities 5 execution, the Exchange proposes to
(‘‘Act’’) 2 and Rule 19b–4 thereunder,3 on the Pillar trading platform at this replenish the Reserve Order when the
notice is hereby given that, on June 1, time, these proposed changes would not display quantity is decremented to
2018, New York Stock Exchange LLC be applicable to NYSE-listed securities. below a round lot. This proposed
(‘‘NYSE’’ or ‘‘Exchange’’) filed with the functionality is consistent with how
Background Reserve Orders are replenished on other
Securities and Exchange Commission
(‘‘Commission’’) a proposed rule Rule 7.31(d)(1) defines a Reserve equity exchanges.8
change. On June 8, 2018, the Exchange Order as a Limit Order with a quantity As is currently the case, the replenish
of the size displayed and with a reserve quantity would be the minimum display
filed Amendment No. 1 to the proposed
quantity of the size (‘‘reserve interest’’) size of the order or the remaining
rule change, as described in Items I, II,
that is not displayed. The displayed quantity of reserve interest if it is less
and III below, which Items have been than the minimum display quantity. To
prepared by the Exchange.4 The quantity of a Reserve Order is ranked
Priority 2—Display Orders and the reflect this functionality, the Exchange
Commission is publishing this notice to proposes that Rule 7.31(d)(1)(A) would
solicit comments on the proposed rule reserve interest is ranked Priority 3—
Non-Display Orders.6 Rule 7.31(d)(1)(A) be amended as follows (deleted text
change from interested persons. bracketed; new text underlined):
provides that on entry, the display
I. Self-Regulatory Organization’s quantity of a Reserve Order must be (A) On entry, the display quantity of
entered in round lots and the displayed a Reserve Order must be entered in
Statement of the Terms of Substance of
portion of a Reserve Order will be round lots. The displayed portion of a
the Proposed Rule Change
replenished following any execution. Reserve Order will be replenished when
The Exchange proposes to amend That rule further provides that the the display quantity is decremented to
Pillar trading platform Rule 7.31 relating Exchange will display the full size of below a round lot. The replenish
to Reserve Orders and Rule 7.36 relating the Reserve Order when the unfilled quantity will be the minimum display
to Setter Priority. This Amendment No. quantity is less than the minimum quantity of the order or the remaining
quantity of the reserve interest if it is
1 supersedes the original filing in its display size for the order. Rule
less than the minimum display quantity
entirety. The proposed rule change is 7.31(d)(1)(B) provides that each time a
[following any execution. The Exchange
available on the Exchange’s website at Reserve Order is replenished from
will display the full size of the Reserve
www.nyse.com, at the principal office of reserve interest, a new working time is
Order when the unfilled quantity is less
the Exchange, and at the Commission’s assigned to the replenished quantity of
than the minimum display size for the
Public Reference Room. the Reserve Order, while the reserve
order].
interest retains the working time of Under current functionality, because
original order entry. Pursuant to Rule the replenished quantity is assigned a
sradovich on DSK3GMQ082PROD with NOTICES

14 17 CFR 200.30–3(a)(12).
5 The term ‘‘UTP Securities’’ is defined in Rule
new working time, it is feasible for a
1 15 U.S.C. 78s(b)(1).
1.1 to mean a security that is listed on a national single Reserve Order to have multiple
2 15 U.S.C. 78a.

3 17 CFR 240.19b–4.
securities exchange other than the Exchange and
that trades on the Exchange pursuant to unlisted 7 The terms ‘‘BBO,’’ ‘‘NBBO,’’ ‘‘PBBO,’’ and
4 Amendment No. 1 replaces and supersedes the
trading privileges. ‘‘Away Market’’ are defined in Rule 1.1.
original filing in its entirety. In Amendment No. 1, 6 The terms ‘‘Priority 2—Display Orders’’ and 8 See, e.g., Cboe BZX Exchange, Inc. (‘‘BZX’’) Rule
the Exchange modified the definition of ‘‘child ‘‘Priority 3—Non-Display Orders’’ are defined in 11.9(c)(1); Nasdaq Stock Market LLC (‘‘Nasdaq’’)
order’’ in proposed rule 7.31. Rule 7.36(e). Rule 7503(h).

VerDate Sep<11>2014 17:58 Jun 19, 2018 Jkt 244001 PO 00000 Frm 00095 Fmt 4703 Sfmt 4703 E:\FR\FM\20JNN1.SGM 20JNN1
Document Created: 2018-06-20 00:19:13
Document Modified: 2018-06-20 00:19:13
Category		Regulatory Information
Collection		Federal Register
sudoc Class		AE 2.7: GS 4.107: AE 2.106:
Publisher		Office of the Federal Register, National Archives and Records Administration
Section		Notices
FR Citation		83 FR 28699