83_FR_4959 83 FR 4936 - Self-Regulatory Organizations; Nasdaq GEMX, LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Relocate the Consolidated Audit Trail Compliance Rules

83 FR 4936 - Self-Regulatory Organizations; Nasdaq GEMX, LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Relocate the Consolidated Audit Trail Compliance Rules

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 83, Issue 23 (February 2, 2018)

Page Range4936-4938
FR Document2018-02126

Federal Register, Volume 83 Issue 23 (Friday, February 2, 2018)
[Federal Register Volume 83, Number 23 (Friday, February 2, 2018)]
[Notices]
[Pages 4936-4938]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2018-02126]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-82598; File No. SR-GEMX-2018-02]


Self-Regulatory Organizations; Nasdaq GEMX, LLC; Notice of Filing 
and Immediate Effectiveness of Proposed Rule Change To Relocate the 
Consolidated Audit Trail Compliance Rules

January 30, 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 January 24, 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 relocate the Consolidated Audit Trail 
Compliance rules (``CAT Rules''), currently under Chapter 9, Rules 900 
through 912, to General 7, Sections 1 through 13 in the Exchange's 
rulebook's (``Rulebook'') shell structure.\3\
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    \3\ Recently, the Exchange added a shell structure to its 
Rulebook with the purpose of improving efficiency and readability 
and to align its rules closer to those of its five sister exchanges, 
The Nasdaq Stock Market LLC; Nasdaq BX, Inc.; Nasdaq PHLX LLC; 
Nasdaq ISE, LLC; and Nasdaq MRX, LLC (``Affiliated Exchanges''). See 
Securities Exchange Act Release No. 82171 (November 29, 2017), 82 FR 
57516 (December 5, 2017) (SR-GEMX-2017-54).
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    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,

[[Page 4937]]

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 relocate the CAT Rules, currently under 
Chapter 9, Rules 900 through 912, to General 7, Sections 1 through 13 
of the Rulebook's shell structure.
    The Exchange adopted the CAT Rules to implement a consolidated 
audit trail in order to capture customer and order event information to 
comply with the provisions of the National Market System Plan Governing 
the Consolidated Audit Trail.\4\ Because the CAT Rules apply across all 
markets and to all products,\5\ the Exchange believes it is pertinent 
that they be located in the General section of the Rulebook's shell; 
therefore, the Exchange will amend the shell structure, creating a new 
``General 7 Consolidated Audit Trail Compliance'' title under ``General 
Rules,'' and make conforming changes to the ``Options Rules'' titles; 
moreover, this proposal is consistent with similar filings concurrently 
submitted by the Affiliated Exchanges.
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    \4\ See Securities Exchange Act Release No. 80256 (March 15, 
2017), 82 FR 14526 (March 21, 2017) (SR-ISEGemini-2017-04) (Order 
Approving Proposed Rule Changes To Adopt Consolidated Audit Trail 
Compliance Rules).
    The Exchange also notes that, at the time of the approval of the 
CAT Rules, the Exchange was known as ``ISE Gemini, LLC.'' To reflect 
the Exchange's placement within its parent company's corporate 
structure, Nasdaq, Inc., the Exchange name was changed to ``Nasdaq 
GEMX, LLC.'' See Securities Exchange Act Release No. 80248 (March 
15, 2017), 82 FR 14547 (March 21, 2017) (SR-ISEGemini-2017-13).
    \5\ Id.
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    The relocation of the CAT Rules is part of the Exchange's continued 
effort to promote efficiency and conformity of its processes with those 
of its Affiliated Exchanges.\6\ The Exchange believes that the 
migration of the CAT Rules to their new location will facilitate the 
use of the Rulebook by Members \7\ of the Exchange who are members of 
other Affiliated Exchanges. Moreover, the proposed changes are of a 
non-substantive nature and will not amend the relocated rules other 
than to update their numbers, make cross-reference changes, and make 
changes to harmonize the proposed rule with the text of filings 
simultaneously submitted by the Affiliated Exchanges.\8\
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    \6\ See footnote 3.
    \7\ Exchange Rule 100(a)(28).
    \8\ Specifically, the Exchange will remove the word ``Rule'' 
from General 7's title which will now read ``Consolidated Audit 
Trail Compliance.''
    Moreover, the Exchange will update the description provided 
under General 7, Section 12(a), ``General,'' to exactly match the 
contents of similar sections in the Nasdaq, BX, and Phlx rulebooks. 
This change will not alter Section 12(a) since (i) the description 
under this subsection is essentially the same to that of the 
aforementioned Affiliated Exchanges and (ii) the removal of the 
phrase ``upon approval by the Commission'' is unnecessary at this 
point since the CAT Rules are already effective.
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2. Statutory Basis
    The Exchange believes that its proposal is consistent with Section 
6(b) of the Act,\9\ in general, and furthers the objectives of Section 
6(b)(5) of the Act,\10\ in particular, in that it is designed to 
promote just and equitable principles of trade, to remove impediments 
to and perfect the mechanism of a free and open market and a national 
market system, and, in general to protect investors and the public 
interest, by promoting efficiency and conformity of the Exchange's 
processes with those of the Affiliated Exchanges and to make the 
Exchange's Rulebook easier to read and more accessible to its Members. 
The Exchange believes that the relocation of the CAT Rules and cross-
reference updates are of a non-substantive nature.
---------------------------------------------------------------------------

    \9\ 15 U.S.C. 78f(b).
    \10\ 15 U.S.C. 78f(b)(5).
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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. The proposed changes do not 
impose a burden on competition because, as previously stated, they (i) 
are of a non-substantive nature, (ii) are intended to harmonize the 
Exchange's rules with those of its Affiliated Exchanges, and (iii) are 
intended to organize the Rulebook in a way that it will ease the 
Members' navigation and reading of the rules across the Affiliated 
Exchanges.

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

    No written comments were either solicited or received.

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

    Because the foregoing proposed rule change does not: (i) 
Significantly affect the protection of investors or the public 
interest; (ii) impose any significant burden on competition; and (iii) 
become operative for 30 days from the date on which it was filed, or 
such shorter time as the Commission may designate, it has become 
effective pursuant to Section 19(b)(3)(A)(iii) of the Act \11\ and 
subparagraph (f)(6) of Rule 19b 4 thereunder.\12\
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    \11\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \12\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii) 
requires the Exchange to give the Commission written notice of the 
Exchange's intent to file the proposed rule change, along with a 
brief description and text of the proposed rule change, at least 
five business days prior to the date of filing of the proposed rule 
change, or such shorter time as designated by the Commission. The 
Exchange has satisfied this requirement.
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    A proposed rule change filed under Rule 19b-4(f)(6) \13\ normally 
does not become operative prior to 30 days after the date of the 
filing. However, Rule 19b-4(f)(6)(iii) \14\ permits the Commission to 
designate a shorter time if such action is consistent with the 
protection of investors and the public interest. The Exchange has asked 
the Commission to waive the 30-day operative delay so that the Exchange 
can reorganize its Rulebook as already approved by the Commission. The 
Commission believes that waiver of the 30-day operative delay is 
consistent with the protection of investors and the public interest. 
Accordingly, the Commission hereby waives the operative delay and 
designates the proposed rule change as operative upon filing.\15\
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    \13\ 17 CFR 240.19b-4(f)(6).
    \14\ 17 CFR 240.19b-4(f)(6)(iii).
    \15\ For purposes only of waiving the 30-day operative delay, 
the Commission has also considered the proposed rule's impact on 
efficiency, competition, and capital formation. See 15 U.S.C. 
78c(f).
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    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

[[Page 4938]]

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, 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-GEMX-2018-02 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-2018-02. 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-2018-02 and should be submitted on 
or before February 23, 2018.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\16\
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    \16\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-02126 Filed 2-1-18; 8:45 am]
 BILLING CODE 8011-01-P



                                                4936                             Federal Register / Vol. 83, No. 23 / Friday, February 2, 2018 / Notices

                                                Commission and any person, other than                     Office of Minority and Women                          writing within 60 days of this
                                                those that may be withheld from the                       Inclusion (OMWI) developed and                        publication. Please direct your written
                                                public in accordance with the                             maintains an electronic Supplier                      comments to Pamela Dyson, Director/
                                                provisions of 5 U.S.C. 552, will be                       Diversity Business Management System                  Chief Information Officer, Securities
                                                available for website viewing and                         (the System) to collect up-to-date                    and Exchange Commission, c/o Remi
                                                printing in the Commission’s Public                       business information and capabilities                 Pavlik-Simon, 100 F Street NE,
                                                Reference Room, 100 F Street NE,                          statements from diverse suppliers                     Washington, DC 20549 or send an email
                                                Washington, DC 20549, on official                         interested in doing business with the                 to: PRA_Mailbox@sec.gov.
                                                business days between the hours of                        Commission. This information allows                     January 30, 2018.
                                                10:00 a.m. and 3:00 p.m. Copies of the                    the Commission to update and more
                                                                                                                                                                Eduardo A. Aleman,
                                                filing also will be available for                         effectively manage its current internal
                                                inspection and copying at the principal                   repository. It also allows the                        Assistant Secretary.
                                                office of the Exchange. All comments                      Commission to measure the                             [FR Doc. 2018–02116 Filed 2–1–18; 8:45 am]
                                                received will be posted without change.                   effectiveness of its technical assistance             BILLING CODE 8011–01–P
                                                Persons submitting comments are                           and outreach efforts, and target areas
                                                cautioned that we do not redact or edit                   where additional program efforts are
                                                personal identifying information from                     necessary.                                            SECURITIES AND EXCHANGE
                                                comment submissions. You should                              The Commission invites comment on                  COMMISSION
                                                submit only information that you wish                     the System. Information is collected in               [Release No. 34–82598; File No. SR–GEMX–
                                                to make available publicly. All                           the System via web-based, e-filed,                    2018–02]
                                                submissions should refer to File                          dynamic form-based technology. The
                                                Number SR–MRX–2018–03 and should                          company point of contact completes a                  Self-Regulatory Organizations; Nasdaq
                                                be submitted on or before February 23,                    profile consisting of basic contact data              GEMX, LLC; Notice of Filing and
                                                2018.                                                     and information on the capabilities of                Immediate Effectiveness of Proposed
                                                  For the Commission, by the Division of                  the business. The profile includes a                  Rule Change To Relocate the
                                                Trading and Markets, pursuant to delegated                series of questions, some of which are                Consolidated Audit Trail Compliance
                                                authority.16                                              based on the data that the individual                 Rules
                                                Eduardo A. Aleman,                                        enters. Drop-down lists are included
                                                                                                          where appropriate to increase ease of                 January 30, 2018.
                                                Assistant Secretary.                                                                                               Pursuant to Section 19(b)(1) of the
                                                [FR Doc. 2018–02128 Filed 2–1–18; 8:45 am]
                                                                                                          use.
                                                                                                             The information collection is                      Securities Exchange Act of 1934
                                                BILLING CODE 8011–01–P
                                                                                                          voluntary. There are no costs associated              (‘‘Act’’),1 and Rule 19b–4 thereunder,2
                                                                                                          with this collection. The public                      notice is hereby given that on January
                                                                                                          interface to the System is available via              24, 2018, Nasdaq GEMX, LLC (‘‘GEMX’’
                                                SECURITIES AND EXCHANGE                                                                                         or ‘‘Exchange’’) filed with the Securities
                                                COMMISSION                                                a web-link provided by the agency.
                                                                                                             Estimated number of annual                         and Exchange Commission
                                                Proposed Collection; Comment                              responses = 300.                                      (‘‘Commission’’) the proposed rule
                                                Request                                                      Estimated annual reporting burden =                change as described in Items I and II
                                                                                                          150 hours (30 minutes per submission).                below, which Items have been prepared
                                                Upon Written Request Copies Available                        Since the last approval of this                    by the Exchange. The Commission is
                                                 From: U.S. Securities and Exchange                       information collection, we have                       publishing this notice to solicit
                                                 Commission, Office of FOIA Services,                     adjusted the estimated number of                      comments on the proposed rule change
                                                 100 F Street NE, Washington, DC                          respondents from 500 to 300                           from interested persons.
                                                 20549–2736                                               respondents per year, based on the
                                                                                                          actual response rate for the past two                 I. Self-Regulatory Organization’s
                                                Extension:                                                                                                      Statement of the Terms of Substance of
                                                  Supplier Diversity Business Management                  years and anticipated increase in that
                                                    System, SEC File No. 270–663, OMB                     response rate with the posting of a link              the Proposed Rule Change
                                                    Control No. 3235–0724                                 to the System on our web page to allow                   The Exchange proposes to relocate the
                                                   Notice is hereby given that, pursuant                  self-registration. This reduction in the              Consolidated Audit Trail Compliance
                                                to the Paperwork Reduction Act of 1995                    number of respondents has resulted in                 rules (‘‘CAT Rules’’), currently under
                                                (44 U.S.C. 3501 et seq.), the Securities                  a 100-hour reduction in the total burden              Chapter 9, Rules 900 through 912, to
                                                and Exchange Commission                                   estimate.                                             General 7, Sections 1 through 13 in the
                                                (‘‘Commission’’) is soliciting comments                      Written comments are invited on: (a)               Exchange’s rulebook’s (‘‘Rulebook’’)
                                                on the existing collection of information                 Whether this collection of information                shell structure.3
                                                summarized below. The Commission                          is necessary for the proper performance                  The text of the proposed rule change
                                                plans to submit this existing collection                  of the functions of the agency, including             is available on the Exchange’s website at
                                                of information to the Office of                           whether the information will have                     http://nasdaqgemx.cchwallstreet.com/,
                                                Management and Budget (‘‘OMB’’) for                       practical utility; (b) the accuracy of the            at the principal office of the Exchange,
                                                approval.                                                 agency’s estimate of the burden imposed
                                                   The Commission is required under                       by the collection of information; (c)                   1 15  U.S.C. 78s(b)(1).
                                                Section 342 of the Dodd Frank Wall                        ways to enhance the quality, utility, and               2 17  CFR 240.19b–4.
                                                                                                                                                                   3 Recently, the Exchange added a shell structure
                                                                                                          clarity of the information collected; and
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                                                Street and Reform Act to develop
                                                                                                                                                                to its Rulebook with the purpose of improving
                                                standards and processes for ensuring the                  (d) ways to minimize the burden of the                efficiency and readability and to align its rules
                                                fair inclusion of women-owned and                         collection of information on                          closer to those of its five sister exchanges, The
                                                minority-owned businesses in all of the                   respondents, including through the use                Nasdaq Stock Market LLC; Nasdaq BX, Inc.; Nasdaq
                                                Commission’s business activities. To                      of automated collection techniques or                 PHLX LLC; Nasdaq ISE, LLC; and Nasdaq MRX,
                                                                                                                                                                LLC (‘‘Affiliated Exchanges’’). See Securities
                                                help implement this requirement, the                      other forms of information technology.                Exchange Act Release No. 82171 (November 29,
                                                                                                          Consideration will be given to                        2017), 82 FR 57516 (December 5, 2017) (SR–GEMX–
                                                  16 17   CFR 200.30–3(a)(12).                            comments and suggestions submitted in                 2017–54).



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                                                                               Federal Register / Vol. 83, No. 23 / Friday, February 2, 2018 / Notices                                                        4937

                                                and at the Commission’s Public                          Exchanges.6 The Exchange believes that                 C. Self-Regulatory Organization’s
                                                Reference Room.                                         the migration of the CAT Rules to their                Statement on Comments on the
                                                                                                        new location will facilitate the use of                Proposed Rule Change Received From
                                                II. Self-Regulatory Organization’s
                                                                                                        the Rulebook by Members 7 of the                       Members, Participants, Others
                                                Statement of the Purpose of, and
                                                                                                        Exchange who are members of other                        No written comments were either
                                                Statutory Basis for, the Proposed Rule                  Affiliated Exchanges. Moreover, the                    solicited or received.
                                                Change                                                  proposed changes are of a non-
                                                  In its filing with the Commission, the                substantive nature and will not amend                  III. Date of Effectiveness of the
                                                Exchange included statements                            the relocated rules other than to update               Proposed Rule Change and Timing for
                                                concerning the purpose of and basis for                 their numbers, make cross-reference                    Commission Action
                                                the proposed rule change and discussed                  changes, and make changes to                              Because the foregoing proposed rule
                                                any comments it received on the                         harmonize the proposed rule with the                   change does not: (i) Significantly affect
                                                proposed rule change. The text of these                 text of filings simultaneously submitted               the protection of investors or the public
                                                statements may be examined at the                       by the Affiliated Exchanges.8                          interest; (ii) impose any significant
                                                places specified in Item IV below. The                  2. Statutory Basis                                     burden on competition; and (iii) become
                                                Exchange has prepared summaries, set                                                                           operative for 30 days from the date on
                                                forth in sections A, B, and C below, of                    The Exchange believes that its
                                                                                                                                                               which it was filed, or such shorter time
                                                the most significant aspects of such                    proposal is consistent with Section 6(b)
                                                                                                                                                               as the Commission may designate, it has
                                                statements.                                             of the Act,9 in general, and furthers the
                                                                                                                                                               become effective pursuant to Section
                                                                                                        objectives of Section 6(b)(5) of the Act,10
                                                A. Self-Regulatory Organization’s                                                                              19(b)(3)(A)(iii) of the Act 11 and
                                                                                                        in particular, in that it is designed to
                                                Statement of the Purpose of, and                                                                               subparagraph (f)(6) of Rule 19b 4
                                                                                                        promote just and equitable principles of
                                                Statutory Basis for, the Proposed Rule                  trade, to remove impediments to and                    thereunder.12
                                                Change                                                                                                            A proposed rule change filed under
                                                                                                        perfect the mechanism of a free and
                                                                                                                                                               Rule 19b–4(f)(6) 13 normally does not
                                                1. Purpose                                              open market and a national market
                                                                                                                                                               become operative prior to 30 days after
                                                                                                        system, and, in general to protect
                                                   The Exchange proposes to relocate the                                                                       the date of the filing. However, Rule
                                                                                                        investors and the public interest, by
                                                CAT Rules, currently under Chapter 9,                                                                          19b–4(f)(6)(iii) 14 permits the
                                                                                                        promoting efficiency and conformity of
                                                Rules 900 through 912, to General 7,                    the Exchange’s processes with those of                 Commission to designate a shorter time
                                                Sections 1 through 13 of the Rulebook’s                 the Affiliated Exchanges and to make                   if such action is consistent with the
                                                shell structure.                                        the Exchange’s Rulebook easier to read                 protection of investors and the public
                                                                                                        and more accessible to its Members. The                interest. The Exchange has asked the
                                                   The Exchange adopted the CAT Rules
                                                                                                        Exchange believes that the relocation of               Commission to waive the 30-day
                                                to implement a consolidated audit trail
                                                                                                        the CAT Rules and cross-reference                      operative delay so that the Exchange can
                                                in order to capture customer and order
                                                                                                        updates are of a non-substantive nature.               reorganize its Rulebook as already
                                                event information to comply with the
                                                                                                                                                               approved by the Commission. The
                                                provisions of the National Market                       B. Self-Regulatory Organization’s                      Commission believes that waiver of the
                                                System Plan Governing the                               Statement on Burden on Competition                     30-day operative delay is consistent
                                                Consolidated Audit Trail.4 Because the
                                                                                                           The Exchange does not believe that                  with the protection of investors and the
                                                CAT Rules apply across all markets and
                                                                                                        the proposed rule change will impose                   public interest. Accordingly, the
                                                to all products,5 the Exchange believes
                                                                                                        any burden on competition not                          Commission hereby waives the
                                                it is pertinent that they be located in the
                                                                                                        necessary or appropriate in furtherance                operative delay and designates the
                                                General section of the Rulebook’s shell;
                                                                                                        of the purposes of the Act. The                        proposed rule change as operative upon
                                                therefore, the Exchange will amend the
                                                                                                        proposed changes do not impose a                       filing.15
                                                shell structure, creating a new ‘‘General
                                                                                                        burden on competition because, as                         At any time within 60 days of the
                                                7 Consolidated Audit Trail Compliance’’
                                                                                                        previously stated, they (i) are of a non-              filing of the proposed rule change, the
                                                title under ‘‘General Rules,’’ and make
                                                                                                        substantive nature, (ii) are intended to               Commission summarily may
                                                conforming changes to the ‘‘Options
                                                                                                        harmonize the Exchange’s rules with                    temporarily suspend such rule change if
                                                Rules’’ titles; moreover, this proposal is
                                                                                                        those of its Affiliated Exchanges, and                 it appears to the Commission that such
                                                consistent with similar filings
                                                                                                        (iii) are intended to organize the                     action is: (i) Necessary or appropriate in
                                                concurrently submitted by the Affiliated
                                                                                                        Rulebook in a way that it will ease the                the public interest; (ii) for the protection
                                                Exchanges.
                                                                                                        Members’ navigation and reading of the                 of investors; or (iii) otherwise in
                                                   The relocation of the CAT Rules is                                                                          furtherance of the purposes of the Act.
                                                                                                        rules across the Affiliated Exchanges.
                                                part of the Exchange’s continued effort                                                                        If the Commission takes such action, the
                                                to promote efficiency and conformity of                   6 See  footnote 3.
                                                its processes with those of its Affiliated                7 Exchange   Rule 100(a)(28).                          11 15  U.S.C. 78s(b)(3)(A)(iii).
                                                                                                           8 Specifically, the Exchange will remove the word     12 17  CFR 240.19b–4(f)(6). In addition, Rule 19b–
                                                  4 See Securities Exchange Act Release No. 80256       ‘‘Rule’’ from General 7’s title which will now read    4(f)(6)(iii) requires the Exchange to give the
                                                (March 15, 2017), 82 FR 14526 (March 21, 2017)          ‘‘Consolidated Audit Trail Compliance.’’               Commission written notice of the Exchange’s intent
                                                (SR–ISEGemini–2017–04) (Order Approving                    Moreover, the Exchange will update the              to file the proposed rule change, along with a brief
                                                Proposed Rule Changes To Adopt Consolidated             description provided under General 7, Section          description and text of the proposed rule change,
                                                Audit Trail Compliance Rules).                          12(a), ‘‘General,’’ to exactly match the contents of   at least five business days prior to the date of filing
                                                  The Exchange also notes that, at the time of the      similar sections in the Nasdaq, BX, and Phlx           of the proposed rule change, or such shorter time
sradovich on DSK3GMQ082PROD with NOTICES




                                                approval of the CAT Rules, the Exchange was             rulebooks. This change will not alter Section 12(a)    as designated by the Commission. The Exchange
                                                known as ‘‘ISE Gemini, LLC.’’ To reflect the            since (i) the description under this subsection is     has satisfied this requirement.
                                                Exchange’s placement within its parent company’s        essentially the same to that of the aforementioned        13 17 CFR 240.19b–4(f)(6).

                                                corporate structure, Nasdaq, Inc., the Exchange         Affiliated Exchanges and (ii) the removal of the          14 17 CFR 240.19b–4(f)(6)(iii).

                                                name was changed to ‘‘Nasdaq GEMX, LLC.’’ See           phrase ‘‘upon approval by the Commission’’ is             15 For purposes only of waiving the 30-day
                                                Securities Exchange Act Release No. 80248 (March        unnecessary at this point since the CAT Rules are      operative delay, the Commission has also
                                                15, 2017), 82 FR 14547 (March 21, 2017) (SR–            already effective.                                     considered the proposed rule’s impact on
                                                ISEGemini–2017–13).                                        9 15 U.S.C. 78f(b).
                                                                                                                                                               efficiency, competition, and capital formation. See
                                                  5 Id.                                                    10 15 U.S.C. 78f(b)(5).                             15 U.S.C. 78c(f).



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                                                4938                           Federal Register / Vol. 83, No. 23 / Friday, February 2, 2018 / Notices

                                                Commission shall institute proceedings                    For the Commission, by the Division of               than ten percent of the acquired fund’s
                                                to determine whether the proposed rule                  Trading and Markets, pursuant to delegated             stock.3
                                                should be approved or disapproved.                      authority.16                                              Rule 12d1–1 under the Act provides
                                                                                                        Eduardo A. Aleman,                                     an exemption from these limitations for
                                                IV. Solicitation of Comments                            Assistant Secretary.                                   ‘‘cash sweep’’ arrangements in which a
                                                  Interested persons are invited to                     [FR Doc. 2018–02126 Filed 2–1–18; 8:45 am]             fund invests all or a portion of its
                                                submit written data, views, and                         BILLING CODE 8011–01–P                                 available cash in a money market fund
                                                arguments concerning the foregoing,                                                                            rather than directly in short-term
                                                including whether the proposed rule                                                                            instruments.4 An acquiring fund relying
                                                change is consistent with the Act.                      SECURITIES AND EXCHANGE                                on the exemption may not pay a sales
                                                Comments may be submitted by any of                     COMMISSION                                             load, distribution fee, or service fee on
                                                the following methods:                                                                                         acquired fund shares, or if it does, the
                                                                                                        Proposed Collection; Comment                           acquiring fund’s investment adviser
                                                Electronic Comments                                     Request                                                must waive a sufficient amount of its
                                                  • Use the Commission’s internet                                                                              advisory fee to offset the cost of the
                                                                                                        Upon Written Request, Copies Available                 loads or distribution fees.5 The acquired
                                                comment form (http://www.sec.gov/                        From: Securities and Exchange                         fund may be a fund in the same fund
                                                rules/sro.shtml); or                                     Commission, Office of FOIA Services,                  complex or in a different fund complex.
                                                  • Send an email to rule-comments@                      100 F Street NE, Washington, DC                       In addition to providing an exemption
                                                sec.gov. Please include File Number SR–                  20549–2736                                            from section 12(d)(1) of the Act, the rule
                                                GEMX–2018–02 on the subject line.                       Extension:                                             provides exemptions from section 17(a)
                                                Paper Comments                                            Rule 12d1–1, SEC File No. 270–526, OMB               of the Act and rule 17d–1 thereunder,
                                                                                                            Control No. 3235–0584                              which restrict a fund’s ability to enter
                                                  • Send paper comments in triplicate                                                                          into transactions and joint arrangements
                                                                                                           Notice is hereby given that, pursuant
                                                to Secretary, Securities and Exchange                                                                          with affiliated persons.6 These
                                                                                                        to the Paperwork Reduction Act of 1995
                                                Commission, 100 F Street NE,                                                                                   provisions would otherwise prohibit an
                                                                                                        (44 U.S.C. 3501 et seq.), the Securities
                                                Washington, DC 20549–1090.                                                                                     acquiring fund from investing in a
                                                                                                        and Exchange Commission (the
                                                All submissions should refer to File                    ‘‘Commission’’) is soliciting comments                 money market fund in the same fund
                                                Number SR–GEMX–2018–02. This file                       on the collection of information                       complex,7 and prohibit a fund that
                                                number should be included on the                        summarized below. The Commission                       acquires five percent or more of the
                                                subject line if email is used. To help the              plans to submit this existing collection               securities of a money market fund in
                                                Commission process and review your                      of information to the Office of                        another fund complex from making any
                                                comments more efficiently, please use                                                                          additional investments in the money
                                                                                                        Management and Budget for extension
                                                only one method. The Commission will                                                                           market fund.8
                                                                                                        and approval.
                                                                                                                                                                  The rule also permits a registered
                                                post all comments on the Commission’s                      An investment company (‘‘fund’’) is                 fund to rely on the exemption to invest
                                                internet website (http://www.sec.gov/                   generally limited in the amount of                     in an unregistered money market fund
                                                rules/sro.shtml). Copies of the                         securities the fund (‘‘acquiring fund’’)               that limits its investments to those in
                                                submission, all subsequent                              can acquire from another fund                          which a registered money market fund
                                                amendments, all written statements                      (‘‘acquired fund’’). Section 12(d) of the              may invest under rule 2a–7 under the
                                                with respect to the proposed rule                       Investment Company Act of 1940 (the                    Act, and undertakes to comply with all
                                                change that are filed with the                          ‘‘Investment Company Act’’ or ‘‘Act’’) 1               the other provisions of rule 2a–7.9 In
                                                Commission, and all written                             provides that a registered fund (and                   addition, the acquiring fund must
                                                communications relating to the                          companies it controls) cannot:
                                                proposed rule change between the                           • Acquire more than three percent of                  3 See   15 U.S.C. 80a–12(d)(1)(B).
                                                Commission and any person, other than                   another fund’s securities;                               4 See   17 CFR 270.12d1–1.
                                                those that may be withheld from the                        • invest more than five percent of its                 5 See rule 12d1–1(b)(1).

                                                public in accordance with the                           own assets in another fund; or
                                                                                                                                                                  6 See 15 U.S.C. 80a–17(a), 15 U.S.C. 80a–17(d); 17

                                                provisions of 5 U.S.C. 552, will be                                                                            CFR 270.17d–1.
                                                available for website viewing and                          • invest more than ten percent of its                  7 An affiliated person of a fund includes any


                                                printing in the Commission’s Public                     own assets in other funds in the                       person directly or indirectly controlling, controlled
                                                                                                        aggregate.2                                            by, or under common control with such other
                                                Reference Room, 100 F Street NE,                                                                               person. See 15 U.S.C. 80a–2(a)(3) (definition of
                                                Washington, DC 20549, on official                          In addition, a registered open-end                  ‘‘affiliated person’’). Most funds today are organized
                                                business days between the hours of                      fund, its principal underwriter, and any               by an investment adviser that advises or provides
                                                10:00 a.m. and 3:00 p.m. Copies of the                  registered broker or dealer cannot sell                administrative services to other funds in the same
                                                                                                        that fund’s shares to another fund if, as              complex. Funds in a fund complex are generally
                                                filing also will be available for                                                                              under common control of an investment adviser or
                                                inspection and copying at the principal                 a result:                                              other person exercising a controlling influence over
                                                office of the Exchange. All comments                       • The acquiring fund (and any                       the management or policies of the funds. See 15
                                                                                                        companies it controls) owns more than                  U.S.C. 80a–2(a)(9) (definition of ‘‘control’’). Not all
                                                received will be posted without change.                                                                        advisers control funds they advise. The
                                                Persons submitting comments are                         three percent of the acquired fund’s                   determination of whether a fund is under the
                                                cautioned that we do not redact or edit                 stock; or                                              control of its adviser, officers, or directors depends
                                                personal identifying information from                      • all acquiring funds (and companies                on all the relevant facts and circumstances. See
sradovich on DSK3GMQ082PROD with NOTICES




                                                                                                        they control) in the aggregate own more                Investment Company Mergers, Investment
                                                comment submissions. You should                                                                                Company Act Release No. 25259 (Nov. 8, 2001) [66
                                                submit only information that you wish                                                                          FR 57602 (Nov. 15, 2001)], at n.11. To the extent
                                                to make available publicly. All                           16 17 CFR 200.30–3(a)(12).                           that an acquiring fund in a fund complex is under
                                                submissions should refer to File                          1 See 15 U.S.C. 80a.                                 common control with a money market fund in the
                                                                                                          2 See 15 U.S.C. 80a–12(d)(1)(A). If an acquiring     same complex, the funds would rely on the rule’s
                                                Number SR–GEMX–2018–02 and                                                                                     exemptions from section 17(a) and rule 17d–1.
                                                                                                        fund is not registered, these limitations apply only
                                                should be submitted on or before                        with respect to the acquiring fund’s acquisition of       8 See 15 U.S.C. 80a–2(a)(3)(A), (B).
                                                February 23, 2018.                                      registered funds.                                         9 See 17 CFR 270.2a–7.




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Document Created: 2018-02-03 14:27:37
Document Modified: 2018-02-03 14:27:37
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 4936 

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