83_FR_49797 83 FR 49606 - Self-Regulatory Organizations; Cboe BYX Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change Related to Fees for Use on Cboe BYX Exchange, Inc.

83 FR 49606 - Self-Regulatory Organizations; Cboe BYX Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change Related to Fees for Use on Cboe BYX Exchange, Inc.

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 83, Issue 191 (October 2, 2018)

Page Range49606-49608
FR Document2018-21364

Federal Register, Volume 83 Issue 191 (Tuesday, October 2, 2018)
[Federal Register Volume 83, Number 191 (Tuesday, October 2, 2018)]
[Notices]
[Pages 49606-49608]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2018-21364]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-84293; File No. SR-CboeBYX-2018-021]


Self-Regulatory Organizations; Cboe BYX Exchange, Inc.; Notice of 
Filing and Immediate Effectiveness of a Proposed Rule Change Related to 
Fees for Use on Cboe BYX Exchange, Inc.

September 26, 2018.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(the ``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given 
that on September 20, 2018, Cboe BYX Exchange, Inc. (the ``Exchange'' 
or ``BYX'') 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 
Exchange has designated the proposed rule change as one establishing or 
changing a member due, fee, or other charge imposed by the Exchange 
under Section 19(b)(3)(A)(ii) of the Act \3\ and Rule 19b-4(f)(2) 
thereunder,\4\ which renders the proposed rule change effective upon 
filing with the Commission. 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.
    \3\ 15 U.S.C. 78s(b)(3)(A)(ii).
    \4\ 17 CFR 240.19b-4(f)(2).
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange filed a proposal to amend the Exchange's fee schedule 
applicable to its equities trading platform.
    The text of the proposed rule change is available at the Exchange's 
website at www.markets.cboe.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

[[Page 49607]]

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 parts 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 amend the Exchange's 
fee schedule applicable to its equities trading platform (``BYX 
Equities'') to add a new ADAV \5\ requirement to qualify for Remove 
Volume Tier 8 associated with fee codes W,\6\ BB,\7\ and 
N.8\,\9
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    \5\ ``ADAV'' means average daily added volume calculated as the 
number of shares added per day. See BYX Fee Schedule, Definitions. 
ADAV is calculated on a monthly basis. The Exchange excludes from 
its calculation of ADAV shares added or removed on any day that the 
Exchange's system experiences a disruption that lasts for more than 
60 minutes during regular trading hours (``Exchange System 
Disruption''), on any day with a scheduled early market close and on 
the last Friday in June (the ``Russell Reconstitution Day''). Routed 
shares are not included in ADAV calculation. With prior notice to 
the Exchange, a Member may aggregate ADAV with other Members that 
control, are controlled by, or are under common control with such 
Member (as evidenced on such Member's Form BD).
    \6\ W is associated with orders that remove liquidity from BYX 
in Tape A securities.
    \7\ BB is associated with orders that remove liquidity from BYX 
in Tape B securities.
    \8\ N is associated with orders that remove liquidity from BYX 
in Tape C securities.
    \9\ The Exchange initially filed the proposed fee change on 
September 4, 2018 (SR-CboeBYX-2018-018) for September 4, 2018 
effectiveness. On business date September 13, 2018, the Exchange 
withdrew SR-CboeBYX-2018-018 and submitted SR-CboeBYX-2018-020. On 
September 20, 2018, the Exchange withdrew SR-CboeBYX-2018-020 and 
submitted this filing.
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    By way of background, the Exchange provides a standard rebate of 
$0.0005 per share for orders that remove liquidity from BYX in 
securities priced at or above $1.00. Members may also qualify for a 
higher rebate based on the Exchange's Remove Volume Tiers, which are 
designed to encourage Members to bring order flow to BYX by providing 
higher rebates for removing liquidity to firms based on their activity 
on the Exchange.\10\ Currently, Members can qualify for a higher rebate 
of $0.0017 per share pursuant to Remove Volume Tier 8 if the Member has 
a Step-Up Remove TCV \11\ from December 2017 equal or greater than 
0.10%. The Exchange proposes to add a second prong to Remove Volume 
Tier 8 which will also require a Member to meet an ``adding liquidity'' 
threshold, in addition to the current ``removing liquidity'' threshold. 
Particularly, the Exchange proposes to add the requirement that a 
Member have an ADAV that is greater than or equal to 0.30% of the TCV. 
The proposed change applies to fee codes W, BB, and N, which relate to 
orders that remove liquidity from BYX in Tapes A, B, and C, 
respectively. The Exchange believes the proposed change makes the 
threshold requirements commensurate with the level of the incentive 
provided in Remove Volume Tier 8. The Exchange also notes that another 
exchange has adopted a similar rebate that requires Members to meet 
thresholds relating to both removing and adding liquidity.\12\
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    \10\ See BYX Fee Schedule, footnote 1, Add/Remove Volume Tiers.
    \11\ ``TCV'' means total consolidated volume calculated as the 
volume reported by all exchanges and trade reporting facilities to a 
consolidated transaction reporting plan for the month for which the 
fees apply. The Exchange excludes from its calculation of TCV volume 
on any day that the Exchange experiences an Exchange System 
Disruption, on any day with a scheduled early market close and the 
Russell Reconstitution Day.
    \12\ See Nasdaq BX, Inc. (``BX'') Rule 7018, Nasdaq BX Equities 
System Order Execution and Routing, which provides a $0.0016 per 
share executed credit for orders that meet thresholds relating to 
accessing liquidity and adding liquidity.
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2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with the requirements of Section 6 of the Act \13\ and, in particular, 
the requirements of Section 6(b)(4) and 6(b)(5),\14\ as it is designed 
to provide for the equitable allocation of reasonable dues, fees and 
other charges among its members and other persons using its facilities 
and is designed to promote just and equitable principles of trade, to 
foster cooperation and coordination with persons engaged in 
facilitating transactions in securities, 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.
---------------------------------------------------------------------------

    \13\ 15 U.S.C. 78f.
    \14\ 15 U.S.C. 78f(b)(4) and (5).
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    The Exchange believes that the amount of the rebate under Remove 
Volume Tier 8 is reasonable because it remains unchanged. The Exchange 
also believes that it is reasonable to require an additional threshold 
in order to receive the rebate because the Exchange believes the 
updated requirements are commensurate with the level of the rebate 
offered and ensures Members are providing adequate market participation 
in return for this rebate.
    The Exchange believes the proposal to add a requirement to Remove 
Volume Tier 8 is an equitable allocation and is not unfairly 
discriminatory because the proposed rule change applies to all 
similarly situated Members. Particularly, volume-based rebates such as 
those currently maintained on the Exchange have been widely adopted by 
exchanges and are equitable and non-discriminatory because they are 
open to all Members on an equal basis and provide additional benefits 
or discounts that are reasonably related to (i) the value of an 
exchange's market quality; (ii) associated with higher levels of market 
activity, such as higher levels of liquidity provision and/or growth 
patterns; and (iii) introduction of higher volumes of orders into the 
price and volume discovery processes. The Exchange believe it's 
reasonable, equitable and not unfairly discriminatory to require that 
Members meet an adding liquidity threshold in addition to the existing 
liquidity removing threshold because the proposed ADAV requirement is 
intended to ensure Members achieving this rebate will meaningfully 
support trading on the exchange by also providing liquidity that 
supports the displayed market and, therefore, market quality. The 
Exchange believes the enhanced rebated under Remove Volume Tier 8, 
together with the other existing rebates and reduced fees under Add/
Remove Volume Tiers 1-9 provide members with choice and flexibility. 
Particularly, the Exchange notes that Members have other opportunities 
to receive enhanced rebates or reduced fees should a member be unable 
to satisfy the qualification criteria required to receive the rebate 
under Remove Volume Tier 8. As noted above, the Exchange also notes 
that another exchange has adopted a similar rebate that requires 
Members to meet thresholds relating to both adding and removing 
liquidity.\15\ In sum, the Exchange believes that the proposed change 
is an equitable allocation and is not unfairly discriminatory.
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    \15\ See Nasdaq BX, Inc., Rule 7018, Nasdaq BX Equities System 
Order Execution and Routing, which provides a $0.0016 per share 
executed credit for orders that meet thresholds relating to 
accessing liquidity and adding liquidity.
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B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange believes the proposed amendment to its fee schedule 
would not impose any burden on competition that is not necessary or 
appropriate in

[[Page 49608]]

furtherance of the purposes of the Act. The Exchange does not believe 
that the proposed change represents a significant departure from 
previous pricing programs offered by the Exchange or pricing offered by 
the Exchange's competitors. Members may opt to disfavor the Exchange's 
pricing if they believe that alternatives offer them better value. 
Accordingly, the Exchange does not believe that the proposed change 
will impair the ability of Members or competing 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) of the Act \16\ and paragraph (f) of Rule 19b-4 
thereunder.\17\ 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 
necessary or appropriate in the public interest, for the protection of 
investors, or otherwise in furtherance of the purposes of the Act.
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    \16\ 15 U.S.C. 78s(b)(3)(A).
    \17\ 17 CFR 240.19b-4(f).
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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 proposal 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 No. SR-CboeBYX-2018-021 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 No. SR-CboeBYX-2018-021. 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 such filing will also 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 No. SR-CboeBYX-2018-021 and should be submitted on 
or before October 23, 2018.
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    \18\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\18\
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-21364 Filed 10-1-18; 8:45 am]
 BILLING CODE 8011-01-P



                                              49606                        Federal Register / Vol. 83, No. 191 / Tuesday, October 2, 2018 / Notices

                                              exemption is necessary or appropriate                   investment company or an affiliated                     For the Commission, by the Division of
                                              in the public interest and consistent                   person of such person, acting as                      Investment Management, under delegated
                                              with the protection of investors and the                principal, from participating in or                   authority.
                                              purposes fairly intended by the policy                  effecting any transaction in connection               Eduardo A. Aleman,
                                              and provisions of the Act. Applicants                   with any joint enterprise or joint                    Assistant Secretary.
                                              request an exemption under section 6(c)                 arrangement in which the investment                   [FR Doc. 2018–21374 Filed 10–1–18; 8:45 am]
                                              from sections 18(a)(2), 18(c) and 18(i) to              company participates unless the                       BILLING CODE 8011–01–P
                                              permit the Fund to issue multiple                       Commission issues an order permitting
                                              classes of Shares.                                      the transaction. In reviewing
                                                 5. Applicants submit that the                                                                              SECURITIES AND EXCHANGE
                                                                                                      applications submitted under section
                                              proposed allocation of expenses relating                                                                      COMMISSION
                                              to distribution and voting rights among                 17(d) and rule 17d–1, the Commission
                                              multiple classes is equitable and will                  considers whether the participation of                [Release No. 34–84293; File No. SR–
                                                                                                      the investment company in a joint                     CboeBYX–2018–021]
                                              not discriminate against any group or
                                              class of shareholders. Applicants submit                enterprise or joint arrangement is
                                                                                                                                                            Self-Regulatory Organizations; Cboe
                                              that the proposed arrangements would                    consistent with the provisions, policies
                                                                                                                                                            BYX Exchange, Inc.; Notice of Filing
                                              permit the Fund to facilitate the                       and purposes of the Act, and the extent
                                                                                                                                                            and Immediate Effectiveness of a
                                              distribution of its Shares and provide                  to which the participation is on a basis              Proposed Rule Change Related to Fees
                                              investors with a broader choice of                      different from or less advantageous than              for Use on Cboe BYX Exchange, Inc.
                                              shareholder options. Applicants assert                  that of other participants.
                                              that the proposed closed-end                               2. Rule 17d–3 under the Act provides               September 26, 2018.
                                              investment company multiple class                       an exemption from section 17(d) and                      Pursuant to Section 19(b)(1) of the
                                              structure does not raise the concerns                   rule 17d–1 to permit open-end                         Securities Exchange Act of 1934 (the
                                              underlying section 18 of the Act to any                                                                       ‘‘Act’’),1 and Rule 19b–4 thereunder,2
                                                                                                      investment companies to enter into
                                              greater degree than open-end                                                                                  notice is hereby given that on
                                                                                                      distribution arrangements pursuant to
                                              investment companies’ multiple class                                                                          September 20, 2018, Cboe BYX
                                              structures that are permitted by rule                   rule 12b–1 under the Act. Applicants
                                                                                                                                                            Exchange, Inc. (the ‘‘Exchange’’ or
                                              18f–3 under the Act. Applicants state                   request an order under section 17(d) and
                                                                                                                                                            ‘‘BYX’’) filed with the Securities and
                                              that the Fund will comply with the                      rule 17d–1 under the Act to permit the                Exchange Commission (‘‘Commission’’)
                                              provisions of rule 18f–3 as if it were an               Fund to impose asset-based service and/               the proposed rule change as described
                                              open-end investment company.                            or distribution fees. Applicants have                 in Items I, II and III below, which Items
                                                                                                      agreed to comply with rules 12b–1 and                 have been prepared by the Exchange.
                                              Early Withdrawal Charge                                 17d–3 as if those rules applied to                    The Exchange has designated the
                                                1. Applicants state that the early                    closed-end investment companies,                      proposed rule change as one
                                              withdrawal charges they intend to                       which they believe will resolve any                   establishing or changing a member due,
                                              impose are functionally similar to                      concerns that might arise in connection               fee, or other charge imposed by the
                                              contingent deferred sales loads imposed                 with a Fund financing the distribution                Exchange under Section 19(b)(3)(A)(ii)
                                              by open-end investment companies                        of its shares through asset-based service             of the Act 3 and Rule 19b–4(f)(2)
                                              under rule 6c–10 under the Act. Rule                    and/or distribution fees.                             thereunder,4 which renders the
                                              6c–10 permits open-end investment                                                                             proposed rule change effective upon
                                              companies to impose contingent                             3. For the reasons stated above,
                                                                                                      Applicants submit that the exemptions                 filing with the Commission. The
                                              deferred sales loads, subject to certain                                                                      Commission is publishing this notice to
                                              conditions. Applicants note that rule                   requested are necessary and appropriate
                                                                                                      in the public interest and are consistent             solicit comments on the proposed rule
                                              6c–10 is grounded in policy                                                                                   change from interested persons.
                                              considerations supporting the                           with the protection of investors and
                                              employment of contingent deferred                       purposes fairly intended by the policy                I. Self-Regulatory Organization’s
                                              sales loads where there are adequate                    and provisions of the 1940 Act.                       Statement of the Terms of Substance of
                                              safeguards for the investor and state that              Applicants also believe that the                      the Proposed Rule Change
                                              the same policy considerations support                  requested relief meets the standards for                 The Exchange filed a proposal to
                                              imposition of early withdrawal charges                  relief in section 17(d) of the 1940 Act               amend the Exchange’s fee schedule
                                              in the interval fund context. In addition,              and rule 17d–1 thereunder.                            applicable to its equities trading
                                              Applicants state that early withdrawal                                                                        platform.
                                              charges may be necessary for the Fund’s                 Applicants’ Condition
                                                                                                                                                               The text of the proposed rule change
                                              Distributor to recover distribution costs.                Applicants agree that any order                     is available at the Exchange’s website at
                                              Applicants represent that any early                     granting the requested relief will be                 www.markets.cboe.com, at the principal
                                              withdrawal charge imposed by a Fund                     subject to the following condition:                   office of the Exchange, and at the
                                              will comply with rule 6c–10 under the                                                                         Commission’s Public Reference Room.
                                              Act as if the rule were applicable to                     Applicants will comply with the
                                              closed-end investment companies. Each                   provisions of rules 6c–10, 12b–1,                     II. Self-Regulatory Organization’s
                                              Fund will disclose early withdrawal                     17d–3, 18f–3, 22d–1, and where                        Statement of the Purpose of, and
                                              charges in accordance with the                          applicable, 11a–3 under the Act, as                   Statutory Basis for, the Proposed Rule
                                              requirements of Form N–1A concerning                    amended from time to time or replaced,                Change
amozie on DSK3GDR082PROD with NOTICES1




                                              contingent deferred sales loads.                        as if those rules applied to closed-end                 In its filing with the Commission, the
                                                                                                      management investment companies,                      Exchange included statements
                                              Asset-Based Service and/or Distribution
                                              Fees                                                    and will comply with FINRA Rule 2341,
                                                                                                      as amended from time to time, as if that                1 15 U.S.C. 78s(b)(1).
                                                 1. Section 17(d) of the Act and rule                 rule applied to all closed-end                          2 17 CFR 240.19b–4.
                                              17d–1 under the Act prohibit an                         management investment companies.
                                                                                                                                                              3 15 U.S.C. 78s(b)(3)(A)(ii).

                                              affiliated person of a registered                                                                               4 17 CFR 240.19b–4(f)(2).




                                         VerDate Sep<11>2014   17:16 Oct 01, 2018   Jkt 247001   PO 00000   Frm 00077   Fmt 4703   Sfmt 4703   E:\FR\FM\02OCN1.SGM   02OCN1


                                                                            Federal Register / Vol. 83, No. 191 / Tuesday, October 2, 2018 / Notices                                                      49607

                                              concerning the purpose of and basis for                  Up Remove TCV 11 from December 2017                     rebate offered and ensures Members are
                                              the proposed rule change and discussed                   equal or greater than 0.10%. The                        providing adequate market participation
                                              any comments it received on the                          Exchange proposes to add a second                       in return for this rebate.
                                              proposed rule change. The text of these                  prong to Remove Volume Tier 8 which                        The Exchange believes the proposal to
                                              statements may be examined at the                        will also require a Member to meet an                   add a requirement to Remove Volume
                                              places specified in Item IV below. The                   ‘‘adding liquidity’’ threshold, in                      Tier 8 is an equitable allocation and is
                                              Exchange has prepared summaries, set                     addition to the current ‘‘removing                      not unfairly discriminatory because the
                                              forth in Sections A, B, and C below, of                  liquidity’’ threshold. Particularly, the                proposed rule change applies to all
                                              the most significant parts of such                       Exchange proposes to add the                            similarly situated Members.
                                              statements.                                              requirement that a Member have an                       Particularly, volume-based rebates such
                                                                                                       ADAV that is greater than or equal to                   as those currently maintained on the
                                              A. Self-Regulatory Organization’s                        0.30% of the TCV. The proposed change                   Exchange have been widely adopted by
                                              Statement of the Purpose of, and                         applies to fee codes W, BB, and N,                      exchanges and are equitable and non-
                                              Statutory Basis for, the Proposed Rule                   which relate to orders that remove                      discriminatory because they are open to
                                              Change                                                   liquidity from BYX in Tapes A, B, and                   all Members on an equal basis and
                                              1. Purpose                                               C, respectively. The Exchange believes                  provide additional benefits or discounts
                                                                                                       the proposed change makes the                           that are reasonably related to (i) the
                                                 The purpose of the proposed rule                      threshold requirements commensurate                     value of an exchange’s market quality;
                                              change is to amend the Exchange’s fee                    with the level of the incentive provided                (ii) associated with higher levels of
                                              schedule applicable to its equities                      in Remove Volume Tier 8. The                            market activity, such as higher levels of
                                              trading platform (‘‘BYX Equities’’) to                   Exchange also notes that another                        liquidity provision and/or growth
                                              add a new ADAV 5 requirement to                          exchange has adopted a similar rebate                   patterns; and (iii) introduction of higher
                                              qualify for Remove Volume Tier 8                         that requires Members to meet                           volumes of orders into the price and
                                              associated with fee codes W,6 BB,7 and                   thresholds relating to both removing                    volume discovery processes. The
                                              N.8,9                                                    and adding liquidity.12                                 Exchange believe it’s reasonable,
                                                 By way of background, the Exchange                                                                            equitable and not unfairly
                                                                                                       2. Statutory Basis                                      discriminatory to require that Members
                                              provides a standard rebate of $0.0005
                                              per share for orders that remove                            The Exchange believes that the                       meet an adding liquidity threshold in
                                              liquidity from BYX in securities priced                  proposed rule change is consistent with                 addition to the existing liquidity
                                                                                                       the requirements of Section 6 of the                    removing threshold because the
                                              at or above $1.00. Members may also
                                                                                                       Act 13 and, in particular, the                          proposed ADAV requirement is
                                              qualify for a higher rebate based on the
                                                                                                       requirements of Section 6(b)(4) and                     intended to ensure Members achieving
                                              Exchange’s Remove Volume Tiers,
                                                                                                       6(b)(5),14 as it is designed to provide for             this rebate will meaningfully support
                                              which are designed to encourage
                                                                                                       the equitable allocation of reasonable                  trading on the exchange by also
                                              Members to bring order flow to BYX by
                                                                                                       dues, fees and other charges among its                  providing liquidity that supports the
                                              providing higher rebates for removing
                                                                                                       members and other persons using its                     displayed market and, therefore, market
                                              liquidity to firms based on their activity
                                                                                                       facilities and is designed to promote just              quality. The Exchange believes the
                                              on the Exchange.10 Currently, Members
                                                                                                       and equitable principles of trade, to                   enhanced rebated under Remove
                                              can qualify for a higher rebate of
                                                                                                       foster cooperation and coordination                     Volume Tier 8, together with the other
                                              $0.0017 per share pursuant to Remove                     with persons engaged in facilitating                    existing rebates and reduced fees under
                                              Volume Tier 8 if the Member has a Step-                  transactions in securities, to remove                   Add/Remove Volume Tiers 1–9 provide
                                                                                                       impediments to and perfect the                          members with choice and flexibility.
                                                 5 ‘‘ADAV’’ means average daily added volume
                                                                                                       mechanism of a free and open market                     Particularly, the Exchange notes that
                                              calculated as the number of shares added per day.
                                              See BYX Fee Schedule, Definitions. ADAV is               and a national market system and, in                    Members have other opportunities to
                                              calculated on a monthly basis. The Exchange              general, to protect investors and the                   receive enhanced rebates or reduced
                                              excludes from its calculation of ADAV shares added       public interest.                                        fees should a member be unable to
                                              or removed on any day that the Exchange’s system            The Exchange believes that the
                                              experiences a disruption that lasts for more than 60
                                                                                                                                                               satisfy the qualification criteria required
                                              minutes during regular trading hours (‘‘Exchange
                                                                                                       amount of the rebate under Remove                       to receive the rebate under Remove
                                              System Disruption’’), on any day with a scheduled        Volume Tier 8 is reasonable because it                  Volume Tier 8. As noted above, the
                                              early market close and on the last Friday in June        remains unchanged. The Exchange also                    Exchange also notes that another
                                              (the ‘‘Russell Reconstitution Day’’). Routed shares      believes that it is reasonable to require               exchange has adopted a similar rebate
                                              are not included in ADAV calculation. With prior
                                              notice to the Exchange, a Member may aggregate
                                                                                                       an additional threshold in order to                     that requires Members to meet
                                              ADAV with other Members that control, are                receive the rebate because the Exchange                 thresholds relating to both adding and
                                              controlled by, or are under common control with          believes the updated requirements are                   removing liquidity.15 In sum, the
                                              such Member (as evidenced on such Member’s               commensurate with the level of the                      Exchange believes that the proposed
                                              Form BD).
                                                 6 W is associated with orders that remove
                                                                                                                                                               change is an equitable allocation and is
                                                                                                          11 ‘‘TCV’’ means total consolidated volume
                                              liquidity from BYX in Tape A securities.                                                                         not unfairly discriminatory.
                                                                                                       calculated as the volume reported by all exchanges
                                                 7 BB is associated with orders that remove

                                              liquidity from BYX in Tape B securities.
                                                                                                       and trade reporting facilities to a consolidated        B. Self-Regulatory Organization’s
                                                                                                       transaction reporting plan for the month for which      Statement on Burden on Competition
                                                 8 N is associated with orders that remove liquidity
                                                                                                       the fees apply. The Exchange excludes from its
                                              from BYX in Tape C securities.                           calculation of TCV volume on any day that the             The Exchange believes the proposed
                                                 9 The Exchange initially filed the proposed fee       Exchange experiences an Exchange System                 amendment to its fee schedule would
amozie on DSK3GDR082PROD with NOTICES1




                                              change on September 4, 2018 (SR–CboeBYX–2018–            Disruption, on any day with a scheduled early
                                              018) for September 4, 2018 effectiveness. On             market close and the Russell Reconstitution Day.        not impose any burden on competition
                                              business date September 13, 2018, the Exchange              12 See Nasdaq BX, Inc. (‘‘BX’’) Rule 7018, Nasdaq    that is not necessary or appropriate in
                                              withdrew SR–CboeBYX–2018–018 and submitted               BX Equities System Order Execution and Routing,
                                              SR–CboeBYX–2018–020. On September 20, 2018,              which provides a $0.0016 per share executed credit         15 See Nasdaq BX, Inc., Rule 7018, Nasdaq BX
                                              the Exchange withdrew SR–CboeBYX–2018–020                for orders that meet thresholds relating to accessing   Equities System Order Execution and Routing,
                                              and submitted this filing.                               liquidity and adding liquidity.                         which provides a $0.0016 per share executed credit
                                                 10 See BYX Fee Schedule, footnote 1, Add/                13 15 U.S.C. 78f.
                                                                                                                                                               for orders that meet thresholds relating to accessing
                                              Remove Volume Tiers.                                        14 15 U.S.C. 78f(b)(4) and (5).                      liquidity and adding liquidity.



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                                              49608                            Federal Register / Vol. 83, No. 191 / Tuesday, October 2, 2018 / Notices

                                              furtherance of the purposes of the Act.                    comments more efficiently, please use                 SUMMARY OF APPLICATION:     Applicants
                                              The Exchange does not believe that the                     only one method. The Commission will                  request an order to permit a business
                                              proposed change represents a significant                   post all comments on the Commission’s                 development company (‘‘BDC’’) and
                                              departure from previous pricing                            internet website (http://www.sec.gov/                 certain closed-end investment
                                              programs offered by the Exchange or                        rules/sro.shtml). Copies of the                       companies to co-invest in portfolio
                                              pricing offered by the Exchange’s                          submission, all subsequent                            companies with each other and with
                                              competitors. Members may opt to                            amendments, all written statements                    affiliated investment funds.
                                              disfavor the Exchange’s pricing if they                    with respect to the proposed rule                     APPLICANTS: BC Partners Lending
                                              believe that alternatives offer them                       change that are filed with the                        Corporation (the ‘‘Company’’), BCP
                                              better value. Accordingly, the Exchange                    Commission, and all written                           Special Opportunities Fund I LP (the
                                              does not believe that the proposed                         communications relating to the                        ‘‘Private Fund’’), and BC Partners
                                              change will impair the ability of                          proposed rule change between the                      Advisors L.P. (the ‘‘Company Adviser’’).
                                              Members or competing venues to                             Commission and any person, other than                 FILING DATES: The application was filed
                                              maintain their competitive standing in                     those that may be withheld from the                   on December 27, 2017, and amended on
                                              the financial markets.                                     public in accordance with the                         May 31, 2018 and September 12, 2018.
                                                                                                         provisions of 5 U.S.C. 552, will be
                                              C. Self-Regulatory Organization’s                                                                                HEARING OR NOTIFICATION OF HEARING: An
                                                                                                         available for website viewing and
                                              Statement on Comments on the                                                                                     order granting the requested relief will
                                                                                                         printing in the Commission’s Public
                                              Proposed Rule Change Received From                                                                               be issued unless the Commission orders
                                                                                                         Reference Room, 100 F Street NE,
                                              Members, Participants or Others                                                                                  a hearing. Interested persons may
                                                                                                         Washington, DC 20549, on official
                                                No written comments were either                                                                                request a hearing by writing to the
                                                                                                         business days between the hours of
                                              solicited or received.                                                                                           Commission’s Secretary and serving
                                                                                                         10:00 a.m. and 3:00 p.m. Copies of such
                                                                                                                                                               applicants with a copy of the request,
                                              III. Date of Effectiveness of the                          filing will also be available for
                                                                                                                                                               personally or by mail. Hearing requests
                                              Proposed Rule Change and Timing for                        inspection and copying at the principal
                                                                                                                                                               should be received by the Commission
                                              Commission Action                                          office of the Exchange. All comments
                                                                                                                                                               by 5:30 p.m. on October 22, 2018 and
                                                                                                         received will be posted without change.
                                                 The foregoing rule change has become                                                                          should be accompanied by proof of
                                                                                                         Persons submitting comments are
                                              effective pursuant to Section 19(b)(3)(A)                                                                        service on applicants, in the form of an
                                                                                                         cautioned that we do not redact or edit
                                              of the Act 16 and paragraph (f) of Rule                                                                          affidavit or, for lawyers, a certificate of
                                                                                                         personal identifying information from
                                              19b–4 thereunder.17 At any time within                                                                           service. Pursuant to rule 0–5 under the
                                                                                                         comment submissions. You should
                                              60 days of the filing of the proposed rule                                                                       Act, hearing requests should state the
                                                                                                         submit only information that you wish
                                              change, the Commission summarily may                                                                             nature of the writer’s interest, any facts
                                                                                                         to make available publicly. All
                                              temporarily suspend such rule change if                                                                          bearing upon the desirability of a
                                                                                                         submissions should refer to File No.
                                              it appears to the Commission that such                                                                           hearing on the matter, the reason for the
                                                                                                         SR–CboeBYX–2018–021 and should be
                                              action is necessary or appropriate in the                                                                        request, and the issues contested.
                                                                                                         submitted on or before October 23,
                                              public interest, for the protection of                                                                           Persons who wish to be notified of a
                                                                                                         2018.
                                              investors, or otherwise in furtherance of                                                                        hearing may request notification by
                                              the purposes of the Act.                                     For the Commission, by the Division of              writing to the Commission’s Secretary.
                                                                                                         Trading and Markets, pursuant to delegated
                                                                                                                                                               ADDRESSES: Secretary, U.S. Securities
                                              IV. Solicitation of Comments                               authority.18
                                                                                                                                                               and Exchange Commission, 100 F St.
                                                Interested persons are invited to                        Eduardo A. Aleman,
                                                                                                                                                               NE, Washington, DC 20549–1090.
                                              submit written data, views and                             Assistant Secretary.                                  Applicants: 650 Madison Avenue, New
                                              arguments concerning the foregoing,                        [FR Doc. 2018–21364 Filed 10–1–18; 8:45 am]           York, New York 10022.
                                              including whether the proposal is                          BILLING CODE 8011–01–P
                                                                                                                                                               FOR FURTHER INFORMATION CONTACT:
                                              consistent with the Act. Comments may                                                                            Kieran G. Brown, Senior Counsel, at
                                              be submitted by any of the following                                                                             (202) 551–6773, or Kaitlin C. Bottock,
                                              methods:                                                   SECURITIES AND EXCHANGE
                                                                                                                                                               Branch Chief, at (202) 551–6821 (Chief
                                                                                                         COMMISSION
                                              Electronic Comments                                                                                              Counsel’s Office, Division of Investment
                                                                                                         [Investment Company Act Release No.                   Management).
                                                • Use the Commission’s internet                          33256; File No. 812–14860]                            SUPPLEMENTARY INFORMATION: The
                                              comment form (http://www.sec.gov/
                                              rules/sro.shtml); or                                                                                             following is a summary of the
                                                                                                         BC Partners Lending Corporation, et                   application. The complete application
                                                • Send an email to rule-comments@                        al.; Notice of Application
                                              sec.gov. Please include File No. SR–                                                                             may be obtained via the Commission’s
                                              CboeBYX–2018–021 on the subject line.                      September 26, 2018.                                   website by searching for the file
                                                                                                         AGENCY: Securities and Exchange                       number, or for an applicant using the
                                              Paper Comments                                                                                                   Company name box, at http://
                                                                                                         Commission (‘‘Commission’’).
                                                • Send paper comments in triplicate                      ACTION: Notice.
                                                                                                                                                               www.sec.gov/search/search.htm or by
                                              to Secretary, Securities and Exchange                                                                            calling (202) 551–8090.
                                              Commission, 100 F Street NE,                                  Notice of an application for an order              Applicants’ Representations
                                              Washington, DC 20549–1090.                                 under sections 17(d) and 57(i) of the
                                                                                                         Investment Company Act of 1940 (the                      1. The Company is a Maryland
                                              All submissions should refer to File No.
amozie on DSK3GDR082PROD with NOTICES1




                                                                                                         ‘‘Act’’) and rule 17d–1 under the Act                 corporation organized on December 22,
                                              SR–CboeBYX–2018–021. This file
                                                                                                         permitting certain joint transactions                 2017. On April 23, 2018, the Company
                                              number should be included on the
                                                                                                         otherwise prohibited by sections 17(d)                filed an election to be treated as a BDC 1
                                              subject line if email is used. To help the
                                              Commission process and review your                         and 57(a)(4) of the Act and rule 17d–1                  1 Section 2(a)(48) of the Act defines a BDC to be
                                                                                                         under the Act.                                        any closed-end investment company that operates
                                                16 15   U.S.C. 78s(b)(3)(A).                                                                                   for the purpose of making investments in securities
                                                17 17   CFR 240.19b–4(f).                                  18 17   CFR 200.30–3(a)(12).                        described in section 55(a)(1) through 55(a)(3) of the



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Document Created: 2018-10-02 01:18:41
Document Modified: 2018-10-02 01:18:41
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 49606 

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