[Federal Register Volume 80, Number 140 (Wednesday, July 22, 2015)]
[Notices]
[Pages 43500-43503]
[FR Doc No: 2015-17894]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-75468; File No. SR-NYSEArca-2015-25]

Self-Regulatory Organizations; NYSE Arca, Inc.; Order Approving a
Proposed Rule Change, as Modified by Amendment No. 1, To List and Trade
Shares of the iShares iBonds Dec 2021 AMT-Free Muni Bond ETF and
iShares iBonds Dec 2022 AMT-Free Muni Bond ETF Under NYSE Arca Equities
Rule 5.2(j)(3)

July 16, 2015.

I. Introduction

    On March 31, 2015, NYSE Arca, Inc. (``Exchange'' or ``NYSE Arca'')
filed with the Securities and Exchange Commission (``Commission''),
pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 1934
(``Act'' or ``Exchange Act'') \2\ and Rule 19b-4 thereunder,\3\ a
proposed rule change to list and trade shares (``Shares'') of the
following series of the iShares Trust: iShares iBonds Dec 2021 AMT-Free
Muni Bond ETF and iShares iBonds Dec 2022 AMT-Free Muni Bond ETF (each
a ``Fund'' and, collectively, the ``Funds'') under NYSE Arca Equities
Rule 5.2(j)(3), Commentary .02. On April 14, 2015, the Exchange filed
Amendment No. 1 to the proposed rule change, which superseded the
original filing. The proposed rule change, as modified by Amendment No.
1, was published for comment in the Federal Register on April 21,
2015.\4\ On June 2, 2015, the Commission designated a longer period to
act upon the proposed rule change.\5\ The Commission received no
comments on the proposal. This order approves the proposed rule change,
as modified by Amendment No. 1.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
    \4\ See Securities Exchange Act Release No. 74730 (April 15,
2015), 80 FR 22234 (``Notice'').
    \5\ See Securities Exchange Act Release No. 75093, 80 FR 32425
(June 8, 2015). Specifically, to allow sufficient time to consider
the proposal, the Commission designated July 20, 2015 as the date by
which to approve or disapprove or institute proceedings to determine
whether to disapprove the proposed rule change.
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II. The Exchange's Description of the Proposal \6\
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    \6\ Additional information regarding, among other things, the
Shares, the Funds, investment objectives, investments, investment
strategies, investment methodology, a discussion of the correlation
of municipal bond instruments with common characteristics and
supporting data, creation and redemption procedures, availability of
information, trading rules and halts, and surveillance procedures
can be found in the Notice and in the Registration Statements. See
Notice, supra note 4, and Registration Statements, infra note 7
(defining ``Registration Statements''), respectively. See also
Exhibit 3 to the Notice.
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    NYSE Arca proposes to list and trade Shares of the Funds under NYSE
Arca Equities Rule 5.2(j)(3), Commentary .02, which governs the listing
and trading of Investment Company Units (``Units'') based on fixed
income securities indexes. The Funds are two series of the iShares
Trust (``Trust'').\7\ Blackrock Fund Advisors (``BFA'') will be the
investment adviser for the Funds (``Adviser''). BlackRock Investments,
LLC is the Funds' distributor.
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    \7\ With respect to the iShares iBonds Dec 2021 AMT-Free Muni
Bond ETF, see Post-Effective Amendment No. 1,380 to the Trust's
registration statement on Form N-1A under the Securities Act of 1933
(15 U.S.C. 77a) (``1933 Act'') and the Investment Company Act of
1940 (``1940 Act'') (15 U.S.C. 80a-1), dated March 26, 2015 (File
Nos. 333-92935 and 811-09729), and, with respect to the iShares
iBonds Dec 2022 AMT-Free Muni Bond ETF, see Post-Effective Amendment
No. 1,381 to the Trust's registration statement on Form N-1A under
the 1933 Act and 1940 Act, dated March 26, 2015 (File Nos. 333-92935
and 811-09729) (each a ``Registration Statement'' and, collectively,
the ``Registration Statements''). In addition, the Commission has
issued an order granting certain exemptive relief to the Trust under
the 1940 Act. See Investment Company Act Release No. 27608 (December
21, 2006) (File No. 812-13208).
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A. iShares iBonds Dec 2021 AMT-Free Muni Bond ETF

    The iShares iBonds Dec 2021 AMT-Free Muni Bond ETF will seek to
track the investment results of the S&P AMT-Free Municipal Series
December 2021 Index\TM\ (``2021 Index''), which measures the
performance of investment-grade, non-callable U.S. municipal bonds
maturing after December 31, 2020 and before December 2, 2021.\8\ As of
February 10, 2015, there were 4,217 issues in the 2021 Index.
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    \8\ The 2021 Index and the S&P AMT-Free Municipal Series 2022
Index\TM\ (``2022 Index'') are products of S&P Dow Jones Indices
LLC, a subsidiary of McGraw Hill Financial, Inc. (``Index
Provider''), which is independent of the Funds and BFA. The Index
Provider determines the composition and relative weightings of the
securities in the 2021 Index and 2022 Index and publishes
information regarding the market value of the 2021 Index and 2022
Index. The Index Provider is not a broker-dealer or affiliated with
a broker-dealer and has implemented procedures designed to prevent
the use and dissemination of material, non-public information
regarding the 2021 Index and 2022 Index.
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    The 2021 Index includes municipal bonds primarily from issuers that
are state or local governments or agencies such that the interest on
the bonds is exempt from U.S. federal income taxes and the federal
alternative minimum tax (``AMT''). Each bond must have a rating of at
least BBB- by Standard & Poor's Ratings Services (``S&P''), Baa3 by
Moody's Investors Service, Inc. (``Moody's''), or BBB- by Fitch
Ratings, Inc. (``Fitch'') and must have a minimum maturity par amount
of $2 million to be eligible for inclusion in the 2021 Index. To remain
in the 2021 Index, bonds must maintain a minimum par amount greater
than or equal to $2 million as of each rebalancing date. All bonds in
the 2021 Index will mature after December 31, 2020 and before December
2, 2021. When a bond matures in the 2021 Index, an amount representing
its value at maturity will be included in the 2021 Index throughout the
remaining life of the 2021 Index, and any such amount will be assumed
to earn a rate equal to the performance of the Standard & Poor's
Financial Services LLC's Weekly High Grade Index, municipal tax-exempt
notes that are not subject to federal AMT. The 2021 Index is a market
value weighted index and is rebalanced after the market close on the
last business day of each month.
    The Exchange submitted this proposed rule change because the 2021
Index does not meet all of the generic listing requirements of
Commentary .02(a) to NYSE Arca Equities Rule 5.2(j)(3) applicable to
the listing of Units based on fixed income securities indexes. The
Exchange represents that the 2021 Index meets all such requirements
except for those set forth in Commentary .02(a)(2), which requires that
components that in the aggregate account for at least 75% of the weight
of the index each have a minimum original principal amount outstanding
of $100 million or more. As of February 10, 2015, components of the
2021 Index that satisfied the $100 million or more minimum original
principal amount outstanding requirement constituted only 6.8% of the
weight of the index.
    In general, the Fund will invest at least 80% of its assets in the
securities of the 2021 Index, except during the last months of the
Fund's operations, and may invest the remainder of its assets in cash,
cash equivalents, and municipal bonds not included in the 2021 Index,
but which BFA believes will help the Fund track the 2021 Index. In the
last months of operation, as the bonds held by the Fund mature, the
proceeds will not be reinvested in bonds but instead will be held in
cash and cash equivalents. These cash equivalents may not be included
in the 2021 Index. Around December 1, 2021, the Fund will wind up and
terminate, and its net assets will be distributed to then-current
shareholders.

B. iShares iBonds Dec 2022 AMT-Free Muni Bond ETF

    The iShares iBonds Dec 2022 AMT-Free Muni Bond ETF will seek to
track

the investment results of the 2022 Index, which measures the
performance of investment-grade, non-callable U.S. municipal bonds
maturing after December 31, 2021 and before December 2, 2022. As of
February 10, 2015, there were 3,473 issues in the 2022 Index.
    The 2022 Index includes municipal bonds primarily from issuers that
are state or local governments or agencies such that the interest on
the bonds is exempt from U.S. federal income taxes and the federal AMT.
Each bond must have a rating of at least BBB- by S&P, Baa3 by Moody's,
or BBB- by Fitch Ratings, Inc. and must have a minimum maturity par
amount of $2 million to be eligible for inclusion in the 2022 Index. To
remain in the 2022 Index, bonds must maintain a minimum par amount
greater than or equal to $2 million as of each rebalancing date. All
bonds in the 2022 Index will mature in after December 31, 2021 and
before December 2, 2022. When a bond matures in the 2022 Index, an
amount representing its value at maturity will be included in the 2022
Index throughout the remaining life of the 2022 Index, and any such
amount will be assumed to earn a rate equal to the performance of the
Standard & Poor's Financial Services LLC's Weekly High Grade Index,
which consists of Moody's Investment Grade-1 municipal tax-exempt notes
that are not subject to federal AMT. The 2022 Index is a market value
weighted index and is rebalanced after the market close on the last
business day of each month.
    The Exchange submitted this proposed rule change because the 2022
Index does not meet all of the generic listing requirements of
Commentary .02(a) to NYSE Arca Equities Rule 5.2(j)(3) applicable to
the listing of Units based on fixed income securities indexes. The
Exchange represents that the 2022 Index meets all such requirements
except for those set forth in Commentary .02(a)(2), which requires that
components that in the aggregate account for at least 75% of the weight
of the index each have a minimum original principal amount outstanding
of $100 million or more. As of February 10, 2015, components of the
2022 Index that satisfied the $100 million or more minimum original
principal amount outstanding requirement constituted only 5.8% of the
weight of the index.
    In general, the Fund will invest at least 80% of its assets in
components of the 2022 Index, except during the last months of the
Fund's operations, and may invest the remainder of its assets in cash,
cash equivalents, and municipal bonds not included in the 2022 Index
but which BFA believes will help the Fund track the 2022 Index. In the
last months of operation, as the bonds held by the Fund mature, the
proceeds will not be reinvested in bonds but instead will be held in
cash and cash equivalents. These cash equivalents may not be included
in the 2022 Index. Around December 1, 2022, the Fund will wind up and
terminate, and its net assets will be distributed to then-current
shareholders.

III. Discussion and Commission Findings

    After careful review, the Commission finds that the Exchange's
proposal to list and trade the Shares is consistent with the Exchange
Act and the rules and regulations thereunder applicable to a national
securities exchange.\9\ In particular, the Commission finds that the
proposed rule change is consistent with Section 6(b)(5) of the Exchange
Act,\10\ which requires, among other things, that the Exchange's rules
be 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.
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    \9\ In approving this proposed rule change, the Commission has
considered the proposed rule's impact on efficiency, competition and
capital formation. See 15 U.S.C. 78c(f).
    \10\ 15 U.S.C. 78f(b)(5).
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    The Commission finds that the proposal to list and trade the Shares
on the Exchange is consistent with Section 11A(a)(1)(C)(iii) of the
Exchange Act,\11\ which sets forth Congress' finding that it is in the
public interest and appropriate for the protection of investors and the
maintenance of fair and orderly markets to assure the availability to
brokers, dealers, and investors of information with respect to
quotations for and transactions in securities. Quotation and last sale
information for the Shares of each Fund will be available via the
Consolidated Tape Association high speed line. The 2021 Index and 2022
Index values, calculated and widely disseminated at least once daily,
as well as the components of the 2021 Index and 2022 Index and their
percentage weighting, will be available from major market data vendors.
The IIV for Shares of a Fund will be disseminated by one or more major
market data vendors, updated at least every 15 seconds during the
Exchange's Core Trading Session, which is between 9:30 a.m. to 4:00
p.m. Eastern time, as required by NYSE Arca Equities Rule 5.2(j)(3),
Commentary .02(c). The NAV of a Fund normally will be determined once
daily Monday through Friday, generally as of the regularly scheduled
close of business of the New York Stock Exchange (``NYSE'') (normally
4:00 p.m., Eastern time) on each day that the NYSE is open for trading.
Information regarding market price and trading volume of the Shares
will be continually available on a real-time basis throughout the day
on brokers' computer screens and other electronic services. Information
regarding the previous day's closing price and trading volume
information for the Shares will be published daily in the financial
section of newspapers. The Funds' Web site, www.ishares.com, will also
include the prospectus for the Funds and additional data relating to
NAV and other applicable quantitative information. Additionally, the
portfolio of securities held by the Funds will be disclosed on the
Funds' Web site. The Exchange will obtain a representation from the
issuer of the Shares that the NAV per Share of each Fund will be
calculated daily and that the NAV per Share will be made available to
all market participants at the same time. The Exchange further
represents that quotation information for investment company securities
(excluding ETFs) may be obtained through nationally recognized pricing
services through subscription agreements or from brokers and dealers
who make markets in such securities, and that price information
regarding municipal bonds, AMT-free tax-exempt municipal notes,
variable rate demand notes and obligations, tender option bonds and
municipal commercial paper is available from third party pricing
services and major market data vendors. The Commission also believes
that the proposal to list and trade the Shares is reasonably designed
to promote fair disclosure of information that may be necessary to
price the Shares appropriately and to prevent trading when a reasonable
degree of transparency cannot be assured. The Exchange states that the
Index Provider is not a broker-dealer or affiliated with a broker-
dealer and has implemented procedures designed to prevent the use and
dissemination of material, non-public information regarding the 2021
Index and 2022 Index. Prior to the commencement of trading, the
Exchange will inform its Equity Trading Permit Holders in an
Information Bulletin (``Bulletin'') of the special characteristics and
risks associated with trading the Shares. With respect to trading
halts, if the Exchange becomes aware that the NAV is not being
disseminated to all market participants at the same time, it will halt
trading in the Shares until such time as

the NAV is available to all market participants. In addition, the
Exchange may consider all relevant factors in exercising its discretion
to halt or suspend trading in the Shares of the Funds. Trading also may
be halted because of market conditions or for reasons that, in the view
of the Exchange, make trading in the Shares inadvisable. The Exchange
represents that if the IIV, the 2021 Index value or the 2022 Index
value are not being disseminated as required, the Exchange may halt
trading in the overlying shares during the day in which the
interruption to the dissemination of the IIV, the 2021 Index value or
the 2022 Index value occurs. If the interruption to the dissemination
of the IIV, the 2021 Index value or the 2022 Index value persists past
the trading day in which it occurred, the Exchange will halt trading.
Moreover, trading in the Shares will be halted if the circuit breaker
parameters in NYSE Arca Equities Rule 7.12 have been reached or because
of market conditions or for reasons that, in the view of the Exchange,
make trading in the Shares inadvisable. Trading in the Shares will be
subject to NYSE Arca Equities Rule 7.34, which sets forth circumstances
under which Shares may be halted. The Exchange represents that trading
in the Shares will be subject to the existing trading surveillances,
administered by the Financial Industry Regulatory Authority (``FINRA'')
on behalf of the Exchange, which are designed to detect violations of
Exchange rules and applicable federal securities laws.\12\ FINRA, on
behalf of the Exchange, will communicate as needed regarding trading in
the Shares with other markets or other entities that are members of the
Intermarket Surveillance Group (``ISG''), and FINRA may obtain trading
information regarding trading in the Shares from such markets or
entities. FINRA also can access data obtained from the Municipal
Securities Rulemaking Board relating to municipal bond trading activity
for surveillance purposes in connection with trading in the Shares.
FINRA, on behalf of the Exchange, is able to access, as needed, trade
information for certain fixed income securities held by a Fund reported
to FINRA's Trade Reporting and Compliance Engine. In addition, the
Exchange may obtain information regarding trading in the Shares from
markets or other entities that are members of ISG or with which the
Exchange has in place a comprehensive surveillance sharing agreement.
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    \11\ 15 U.S.C. 78k-1(a)(1)(C)(iii).
    \12\ FINRA surveils trading on the Exchange pursuant to a
regulatory services agreement. The Exchange is responsible for
FINRA's performance under this regulatory services agreement.
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    Based on the Exchange's representations, the Commission believes
that both the 2021 Index and 2022 Index are sufficiently broad-based
and liquid to deter potential manipulation. As of February 10, 2015,
there were 4,217 issues in the 2021 Index and 3,473 issues in the 2022
Index. In addition, the total dollar amount outstanding of issues in
the 2021 Index was approximately $38.9 billion and the average dollar
amount outstanding of issues in the 2021 Index was approximately $9.2
million; and the total dollar amount outstanding of issues in the 2022
Index was approximately $30.5 billion, and the average dollar amount
outstanding of issues in the 2022 Index was approximately $8.8 million.
Further, the most heavily weighted component represents 0.57% of the
weight of the 2021 Index, and the five most heavily weight components
represent 2.51% of the 2021 Index; and the most heavily weighted
component represents 0.55% of the weight of the 2022 Index, and the
five most heavily weight components represent 2.67% of the 2022
Index.\13\
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    \13\ Commentary .02(a)(4) to NYSE Arca Equities Rule 5.2(j)(3)
provides that no component fixed-income security (excluding Treasury
Securities and GSE Securities, as defined therein) shall represent
more than 30% of the weight of the index or portfolio, and the five
most heavily weighted component fixed-income securities in the index
or portfolio shall not in the aggregate account for more than 65% of
the weight of the index or portfolio.
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    In support of this proposal, the Exchange has also made the
following representations:
    (1) The Exchange deems the Shares to be equity securities, thus
rendering trading in the Shares subject to the Exchange's existing
rules governing the trading of equity securities.
    (2) Except for Commentary .02(a)(2) to NYSE Arca Equities Rule
5.2(j)(3), the 2021 Index and 2022 Index currently satisfy all of the
generic listing standards under NYSE Arca Equities Rule 5.2(j)(3).
    (3) The continued listing standards under NYSE Arca Equities Rules
5.2(j)(3) and 5.5(g)(2) applicable to Units shall apply to the Shares.
    (4) The Shares will comply with all other requirements applicable
to Units including, but not limited to, requirements relating to the
dissemination of key information such as the value of the 2021 Index
and 2022 Index, respectively, and the IIV, rules governing the trading
of equity securities, trading hours, trading halts, surveillance, and
the Information Bulletin to Equity Trading Permit Holders (each as
described in more detail herein and in the Notice and Registration
Statements, as applicable), as set forth in Exchange rules applicable
to Units and prior Commission orders approving the generic listing
rules applicable to the listing and trading of Units.
    (5) Trading in the Shares will be subject to the existing trading
surveillances, administered by FINRA on behalf of the Exchange, which
are designed to detect violations of Exchange rules and applicable
federal securities laws, and these procedures are adequate to properly
monitor Exchange trading of the Shares in all trading sessions and to
deter and detect violations of Exchange rules and federal securities
laws applicable to trading on the Exchange.
    (6) For initial and/or continued listing, the Funds will be in
compliance with Rule 10A-3 \14\ under the Act, as provided by NYSE Arca
Equities Rule 5.3.
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    \14\ 17 CFR 240 10A-3.
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    (7) The Exchange has appropriate rules to facilitate transactions
in the Shares during all trading sessions.
    (8) Prior to the commencement of trading, the Exchange will inform
its Equity Trading Permit Holders in a Bulletin of the special
characteristics and risks associated with trading the Shares.
Specifically, the Bulletin will discuss the following: (a) The
procedures for purchases and redemptions of Shares in Creation Unit
aggregations (and that Shares are not individually redeemable); (b)
NYSE Arca Equities Rule 9.2(a), which imposes a duty of due diligence
on its Equity Trading Permit Holders to learn the essential facts
relating to every customer prior to trading the Shares; (c) the risks
involved in trading the Shares during the Opening and Late Trading
Sessions when an updated IIV will not be calculated or publicly
disseminated; (d) how information regarding the IIV is disseminated;
(e) the requirement that Equity Trading Permit Holders deliver a
prospectus to investors purchasing newly issued Shares prior to or
concurrently with the confirmation of a transaction; and (f) trading
information.
    (9) A minimum of 100,000 Shares for each Fund will be outstanding
at the commencement of trading on the Exchange.
    This approval order is based on all of the Exchange's
representations, including those set forth above and in the Notice.
    For the foregoing reasons, the Commission finds that the proposed
rule change, as modified by Amendment

No. 1, is consistent with Section 6(b)(5) of the Act \15\ and the rules
and regulations thereunder applicable to a national securities
exchange.
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    \15\ 15 U.S.C. 78f(b)(5).
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IV. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the
Exchange Act, that the proposed rule change (SR-NYSEArca-2015-25), as
modified by Amendment No. 1, is hereby approved.

    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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Robert W. Errett,
Deputy Secretary.
[FR Doc. 2015-17894 Filed 7-21-15; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register: October 24, 2007 (Volume 72, Number 205)]
[Notices]
[Page 60335]
[DOCID:fr24oc07-62]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

[Docket No. QF04-132-001]

North Texas Wind Center, LLC; Notice of Filing

October 16, 2007.
    Take notice that on October 11, 2007, North Texas Wind Center, LLC,
c/o Noble Environmental Power, LLC, 8 Railroad Avenue, Suite 8, Essex,
CT 06426, on behalf of the NTWC-4 Project (NTWC-4) filed with the
Federal Energy Regulatory Commission (Commission) an application for
recertification of a facility as a qualifying small power production
facility pursuant to 18 CFR 292.207(b) of the Commission's regulations.
No determination has been made that the submittal constitutes a
complete filing.
    NTWC-4 is small power production wind facility currently in
development that consists of multiple wind turbine generators with an
approximate net power production capacity of 78.3 MW. The facility will
be located in Hansford County, Texas.
    Interconnection of NTWC-4 will be with a transmission line owned by
Xcel Energy, Inc. and operated by its operating subsidiary Southwestern
Public Service Company (SPS). NTWC-4 also expects that SPS will be the
electric utility that will provide the facility with supplementary,
back-up and maintenance power.
    Any person desiring to intervene or to protest this filing must
file in accordance with Rules 211 and 214 of the Commission's Rules of
Practice and Procedure (18 CFR 385.211, 385.214). Protests will be
considered by the Commission in determining the appropriate action to
be taken, but will not serve to make protestants parties to the
proceeding. Any person wishing to become a party must file a notice of
intervention or motion to intervene, as appropriate. Such notices,
motions, or protests must be filed on or before the comment date. On or
before the comment date, it is not necessary to serve motions to
intervene or protests on persons other than the Applicant.
    The Commission encourages electronic submission of protests and
interventions in lieu of paper using the ``eFiling'' link at http://www.ferc.gov.
 Persons unable to file electronically should submit an

original and 14 copies of the protest or intervention to the Federal
Energy Regulatory Commission, 888 First Street, NE., Washington, DC
20426.
    This filing is accessible on-line at http://www.ferc.gov, using the

``eLibrary'' link and is available for review in the Commission's
Public Reference Room in Washington, DC. There is an ``eSubscription''
link on the Web site that enables subscribers to receive e-mail
notification when a document is added to a subscribed docket(s). For
assistance with any FERC Online service, please e-mail
<EMAIL_ADDRESS>or call<PHONE_NUMBER> (toll free). For

TTY, call<PHONE_NUMBER>.
    Comment Date: 5 p.m. Eastern Time on November 13, 2007.

Kimberly D. Bose,
Secretary.
 [FR Doc. E7-20870 Filed 10-23-07; 8:45 am]

BILLING CODE 6717-01-P


[Federal Register Volume 80, Number 21 (Monday, February 2, 2015)]
[Notices]
[Pages 5610-5611]
[FR Doc No: 2015-01866]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-74148; File No. SR-ICEEU-2015-002]

Self-Regulatory Organizations; ICE Clear Europe Limited; Notice
of Filing and Immediate Effectiveness of Proposed Rule Change Relating
to Clearance of New Government Bond Contracts

January 27, 2015.
    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 16, 2015, ICE Clear Europe Limited (``ICE Clear Europe'' or
the ``Clearing House'') filed with the Securities and Exchange
Commission (``Commission'') the proposed rule change described in Items
I, II and III below, which Items have been prepared primarily by ICE
Clear Europe. ICE Clear Europe filed the proposal pursuant to Section
19(b)(3)(A) of the Act,\3\ and Rule 19b-4(f)(4)(ii) \4\ thereunder, so
that the proposal was 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).
    \4\ 17 CFR 240.19b-4(f)(4)(ii).
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

    The principal purpose of the proposed rule change is to modify
certain aspects of the ICE Clear Europe Delivery Procedures in
connection with Euro-Denominated Government Bond Contracts and Swiss
Confederation Bond Contracts (collectively, the ``European Government
Bond Contracts''), which are traded on the ICE Futures Europe market
and cleared by ICE Clear Europe.

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

    In its filing with the Commission, ICE Clear Europe 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. ICE Clear Europe has prepared summaries,
set forth in sections A, B, and C below, of the most significant
aspects of these statements.

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

    The purpose of the proposed rule change is to modify certain
aspects of the ICE Clear Europe Delivery Procedures in connection with
European Government Bond Contracts, which are traded on ICE Futures
Europe and cleared by ICE Clear Europe. ICE Clear Europe does not
otherwise propose to amend its clearing rules or procedures in
connection with the European Government Bond Contracts.
    The amendments adopt new Parts U and V of the Delivery Procedures,
which will be applicable to the European Government Bond Contracts in
the case of physical delivery. Part U applies to Euro-Denominated
Government Bond Contracts (a category that currently consists of
futures contracts on German, Italian and Spanish government bonds).
Part V applies to Swiss franc-denominated futures contracts on Swiss
government bonds. The amendments also adopt new Part W of the Delivery
Procedures, which addresses the treatment of certain cash claims,
distributions, transformations or other events (collectively, ``debt
events'') that may arise or occur with respect to a bond underlying a
government bond contract during the delivery period.
    Each of new Parts U and V of the Delivery Procedures provides,
among other matters, specifications for delivery of the applicable
deliverable bonds under a European Government Bond Contract through the
Clearing House's account at the relevant European securities settlement
system (Euroclear, Clearstream Banking or SIX SIS AG, as applicable)
for the particular government bonds. Each Part also provides relevant
definitions and a detailed timetable for the respective notice,
allocation, delivery and other obligations of the parties (and the
Clearing House) in respect of delivery under the relevant contracts.
The amendments further address invoicing and payment for delivery.
    New Part W of the Delivery Procedures addresses the occurrence of
certain debt events with respect to the bonds underlying a government
bond contract after the expiry date of the contract (and thus during
the relevant delivery period for the contract). These include cash
claims arising in relation to the underlying bond, the distribution of
other obligations to a bondholder (such as a payment in kind), and/or a
transformation of the underlying bond (for example pursuant to a
currency redenomination or debt restructuring). Part W clarifies the
rights and obligations of the buyer and seller under the relevant
contract in respect of such an event (in general, the buyer under the
contract will be entitled to the relevant cash claim, distribution or
transformed obligation). Part W also provides certain limitations on
the obligations and liability of the Clearing House with respect to a
debt event. The amendments provide mechanics for notification of a debt
event where an election is required to be made. The amendments also
contain procedures to address failed deliveries and settlements in
connection with debt events, as well as certain related tax
liabilities.
    ICE Clear Europe believes that the changes described herein are
consistent with the requirements of Section 17A of the Act \5\ and the
regulations thereunder applicable to it, including the standards under
Rule 17Ad-22,\6\ and are consistent with the prompt and accurate
clearance of and settlement of securities transactions and, to the
extent applicable, derivative agreements, contracts and transactions,
the safeguarding of securities and funds in the custody or control of
ICE Clear Europe or for which it is responsible and the protection of
investors and the public interest, within the meaning of Section
17A(b)(3)(F) of the Act.\7\ The proposed delivery procedures for
European Government Bond Contracts are similar to those of other ICE
Futures Europe contracts currently cleared by ICE Clear Europe,
including the UK government bond futures contracts. ICE Clear Europe
believes that its existing financial resources, risk management,
systems and operational arrangements are sufficient to support clearing
of such products and physical delivery under such products (and will
not be adversely affected by the proposed amendments to the Delivery
Procedures).
---------------------------------------------------------------------------

    \5\ 15 U.S.C. 78q-1.
    \6\ 17 CFR 240.17Ad-22.
    \7\ 15 U.S.C. 78q-1(b)(3)(F).
---------------------------------------------------------------------------

    Specifically, ICE Clear Europe believes that it will be able to
manage the risks associated with physical delivery under the European
Government Bond Contracts. The European Government Bond Contracts
present a similar risk profile to other government bond futures
contracts currently traded on ICE Futures Europe and cleared by ICE
Clear Europe, and ICE Clear Europe believes that its existing risk
management and margin framework is sufficient for purposes of risk
management of the European

Government Bond Contracts and related deliveries.
    Similarly, ICE Clear Europe has established appropriate standards
for determining the eligibility of contracts submitted to the Clearing
House for clearing, and ICE Clear Europe believes that its existing
systems are appropriately scalable to handle physical delivery under
the European Government Bond Contracts, which is generally similar from
an operational perspective to delivery under other ICE Futures Europe
bond contracts currently cleared by ICE Clear Europe.
    For the reasons noted above, ICE Clear Europe believes that the
proposed rule change is consistent with the requirements of Section 17A
of the Act \8\ and regulations thereunder applicable to it.
---------------------------------------------------------------------------

    \8\ 15 U.S.C. 78q-1.
---------------------------------------------------------------------------

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

    ICE Clear Europe does not believe the proposed rule change will
have any impact, or impose any burden, on competition not necessary or
appropriate in furtherance of the Act. ICE Clear Europe is adopting the
amendments to the Delivery Procedures in connection with European
Government Bond Contracts traded on the ICE Futures Europe market. ICE
Clear Europe believes that such contracts will provide additional
opportunities for interested market participants to engage in trading
activity relating to European government bond futures. ICE Clear Europe
does not believe the adoption of related Delivery Procedures amendments
would adversely affect access to clearing for clearing members or their
customers, or otherwise adversely affect competition in clearing
services.

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

    Written comments relating to the proposed rule change have not been
solicited or received. ICE Clear Europe will notify the Commission of
any written comments received by ICE Clear Europe.

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

    The foregoing rule change has become effective upon filing pursuant
to Section 19(b)(3)(A) \9\ of the Act and Rule 19b-4(f)(4)(ii) \10\
thereunder. At any time within 60 days of the filing of the proposed
rule change, the Commission summarily may temporarily suspend such rule
change if it appears to the Commission that such action is necessary or
appropriate in the public interest, for the protection of investors, or
otherwise in furtherance of the purposes of the Act.
---------------------------------------------------------------------------

    \9\ 15 U.S.C. 78s(b)(3)(A).
    \10\ 17 CFR 240.19b-4(f)(4)(ii).
---------------------------------------------------------------------------

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_ADDRESS>Please include
File Number SR-ICEEU-2015-002 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-ICEEU-2015-002. 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 Web site (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 Web site 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 filings will also be available
for inspection and copying at the principal office of ICE Clear Europe
and on ICE Clear Europe's Web site at https://www.theice.com/clear-europe/regulation.
    All comments received will be posted without change; the Commission
does not edit personal identifying information from submissions. You
should submit only information that you wish to make available
publicly. All submissions should refer to File Number SR-ICEEU-2015-002
and should be submitted on or before February 23, 2015.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\11\
---------------------------------------------------------------------------

    \11\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2015-01866 Filed 1-30-15; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register Volume 87, Number 15 (Monday, January 24, 2022)]
[Notices]
[Pages 3610-3613]
[FR Doc No: 2022-01219]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-93987; File No. SR-NASDAQ-2022-001]

Self-Regulatory Organizations; The Nasdaq Stock Market LLC;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To
Amend the NOM Pricing Schedule at Options 7, Section 2

January 18, 2022.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of
1934 (the ``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby
given that, on January 3, 2022, The Nasdaq Stock Market LLC (``Nasdaq''
or ``Exchange'') filed with the Securities and Exchange Commission (the
``Commission'') the proposed rule change as described in Items I, II,
and III below, which Items have been prepared by the Exchange. The
Commission is publishing this notice to solicit comments on the
proposed rule change from interested persons.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------

I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

    The Exchange proposes to amend the Nasdaq Options Market (``NOM'')
Pricing Schedule at Options 7, Section 2.
    The text of the proposed rule change is available on the Exchange's
website at https://listingcenter.nasdaq.com/rulebook/nasdaq/rules, at
the principal office of the Exchange, and at the Commission's Public
Reference Room.

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

    In its filing with the Commission, the Exchange included statements
concerning the purpose of and basis for the proposed rule change and
discussed any comments it received on the proposed rule change. The
text of these statements may be examined at the

places specified in Item IV below. The Exchange has prepared summaries,
set forth in sections A, B, and C below, of the most significant
aspects of such statements.

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

1. Purpose
    The purpose of the proposed rule change is to amend NOM's Pricing
Schedule at Options 7, Section 2 to: (1) Increase the Fee to Remove
Liquidity in Penny Symbols for Customers \4\ and Professionals,\5\ and
(2) amend the qualifications for the Tier 3 NOM Market Maker \6\ Rebate
to Add Liquidity in Penny Symbols to allow an alternative way to
qualify for the rebate. Each change is further discussed below.
---------------------------------------------------------------------------

    \4\ The term ``Customer'' or (``C'') applies to any transaction
that is identified by a Participant for clearing in the Customer
range at The Options Clearing Corporation (``OCC'') which is not for
the account of broker or dealer or for the account of a
``Professional'' (as that term is defined in Options 1, Section
1(a)(47)).
    \5\ The term ``Professional'' or (``P'') means any person or
entity that (i) is not a broker or dealer in securities, and (ii)
places more than 390 orders in listed options per day on average
during a calendar month for its own beneficial account(s) pursuant
to Options 1, Section 1(a)(47). All Professional orders shall be
appropriately marked by Participants.
    \6\ The term ``NOM Market Maker'' or (``M'') is a Participant
that has registered as a Market Maker on NOM pursuant to Options 2,
Section 1, and must also remain in good standing pursuant to Options
2, Section 9. In order to receive NOM Market Maker pricing in all
securities, the Participant must be registered as a NOM Market Maker
in at least one security.
---------------------------------------------------------------------------

Customer and Professional Fee To Remove Liquidity
    Today, the Exchange charges Customers and Professionals a $0.48 per
contract Fee to Remove Liquidity in Penny Symbols. The Exchange
proposes to increase this fee to $0.49 per contract for Customers and
Professionals.
NOM Market Maker Rebate To Add Liquidity
    Today, the Exchange offers tiered NOM Market Maker Rebates to Add
Liquidity in Penny Symbols that are $0.20 (Tier 1), $0.25 (Tier 2),
$0.30 (Tier 3),\7\ $0.32 (Tier 4),\8\ $0.44 (Tier 5), and $0.48 (Tier
6). These rebates are paid per the highest tier achieved below.
---------------------------------------------------------------------------

    \7\ This rebate is $0.40 per contract in the following symbols:
AAPL, SPY, QQQ, IWM, and VXX. See Options 7, Section 2(1), note 4.
    \8\ Id.

------------------------------------------------------------------------
       Monthly volume
------------------------------------------------------------------------
Tier 1.....................  Participant adds NOM Market Maker liquidity
                              in Penny Symbols and/or Non-Penny Symbols
                              of up to 0.10% of total industry customer
                              equity and ETF option average daily volume
                              (``ADV'') contracts per day in a month.
Tier 2.....................  Participant adds NOM Market Maker liquidity
                              in Penny Symbols and/or Non-Penny Symbols
                              above 0.10% to 0.20% of total industry
                              customer equity and ETF option ADV
                              contracts per day in a month.
Tier 3.....................  Participant: (a) Adds NOM Market Maker
                              liquidity in Penny Symbols and/or Non-
                              Penny Symbols above 0.20% to 0.60% of
                              total industry customer equity and ETF
                              option ADV contracts per day in a month;
                              or (b)(1) adds NOM Market Maker liquidity
                              in Penny Symbols and/or Non-Penny Symbols
                              above 0.07% to 0.20% of total industry
                              customer equity and ETF option ADV
                              contracts per day in a month, (2)
                              transacts in all securities through one or
                              more of its Nasdaq Market Center MPIDs
                              that represent 0.70% or more of
                              Consolidated Volume (``CV'') which adds
                              liquidity in the same month on The Nasdaq
                              Stock Market, (3) transacts in Tape B
                              securities through one or more of its
                              Nasdaq Market Center MPIDs that represent
                              0.10% or more of CV which adds liquidity
                              in the same month on The Nasdaq Stock
                              Market, and (4) executes greater than
                              0.01% of CV via Market-on- Close/Limit-on-
                              Close (``MOC/LOC'') volume within The
                              Nasdaq Stock Market Closing Cross in the
                              same month.
Tier 4.....................  Participant adds NOM Market Maker liquidity
                              in Penny Symbols and/or Non-Penny Symbols
                              of above 0.60% of total industry customer
                              equity and ETF option ADV contracts per
                              day in a month.
Tier 5.....................  Participant adds NOM Market Maker liquidity
                              in Penny Symbols and/or Non-Penny Symbols
                              of above 0.40% of total industry customer
                              equity and ETF option ADV contracts per
                              day in a month and transacts in all
                              securities through one or more of its
                              Nasdaq Market Center MPIDs that represent
                              0.40% or more of Consolidated Volume
                              (``CV'') which adds liquidity in the same
                              month on The Nasdaq Stock Market.
Tier 6.....................  Participant: (a)(1) Adds NOM Market Maker
                              liquidity in Penny Symbols and/or Non-
                              Penny Symbols above 0.95% of total
                              industry customer equity and ETF option
                              ADV contracts per day in a month, (2)
                              executes Total Volume of 250,000 or more
                              contracts per day in a month, of which
                              30,000 or more contracts per day in a
                              month must be removing liquidity, and (3)
                              adds Firm, Broker-Dealer and Non-NOM
                              Market Maker liquidity in Non-Penny
                              Symbols of 10,000 or more contracts per
                              day in a month; or (b)(1) adds NOM Market
                              Maker liquidity in Penny Symbols and/or
                              Non-Penny Symbols above 1.50% of total
                              industry customer equity and ETF option
                              ADV contracts per day in a month, and (2)
                              executes Total Volume of 250,000 or more
                              contracts per day in a month, of which
                              15,000 or more contracts per day in a
                              month must be removing liquidity.
------------------------------------------------------------------------

    As set forth above, the Exchange currently offers two different
paths in (a) and (b) for Participants to achieve the Tier 3 Market
Maker rebate. The Exchange now proposes to amend the Tier 3
qualifications in (b) as follows:

    Participant . . . (b)(1) adds NOM Market Maker liquidity in
Penny Symbols and/or Non-Penny Symbols above 0.07% to 0.20% of total
industry customer equity and ETF option ADV contracts per day in a
month, (2) transacts in all securities through one or more of its
Nasdaq Market Center MPIDs that represent (i) 0.70% or more of
Consolidated Volume (``CV'') which adds liquidity in the same month
on The Nasdaq Stock Market or (ii) 70 million shares or more ADV
which adds liquidity in the same month on The Nasdaq Stock Market,
(3) transacts in Tape B securities through one or more of its Nasdaq
Market Center MPIDs that represent 0.10% or more of CV which adds
liquidity in the same month on The Nasdaq Stock Market, and (4)
executes greater than 0.01% of CV via Market-on- Close/Limit-on-
Close (``MOC/LOC'') volume within The Nasdaq Stock Market Closing
Cross in the same month

    The proposal adds an alternative route to achieve the equity
component in (b)(2), namely by introducing an alternative volume-based
requirement in new (b)(2)(ii) that requires Market Makers to transact
in all securities through one or more of its Nasdaq Market Center MPIDs
that represent 70 million shares or more ADV which adds liquidity in
the same month on The Nasdaq Stock Market.\9\ The options component in
(b)(1) and the other equity components in (b)(3) and (b)(4) to qualify
for the Tier 3 rebate will remain unchanged. The Exchange will also
make a related change to renumber the existing volume requirement in
(b)(2) as (b)(2)(i).
---------------------------------------------------------------------------

    \9\ All NOM Participants are required to be members of The
Nasdaq Stock Market pursuant to General 3 (Membership and Access).

---------------------------------------------------------------------------

2. Statutory Basis
    The Exchange believes that its proposal is consistent with Section
6(b) of the Act,\10\ in general, and furthers the objectives of
Sections 6(b)(4) and 6(b)(5) of the Act,\11\ in particular, in that it
provides for the equitable allocation of reasonable dues, fees and
other charges among members and issuers and other persons using any
facility, and is not designed to permit unfair discrimination between
customers, issuers, brokers, or dealers.
---------------------------------------------------------------------------

    \10\ 15 U.S.C. 78f(b).
    \11\ 15 U.S.C. 78f(b)(4) and (5).
---------------------------------------------------------------------------

    The Exchange's proposed changes to its Pricing Schedule are
reasonable in several respects. As a threshold matter, the Exchange is
subject to significant competitive forces in the market for options
securities transaction services that constrain its pricing
determinations in that market. The fact that this market is competitive
has long been recognized by the courts. In NetCoalition v. Securities
and Exchange Commission, the D.C. Circuit stated as follows: ``[n]o one
disputes that competition for order flow is `fierce.' . . . As the SEC
explained, `[i]n the U.S. national market system, buyers and sellers of
securities, and the broker-dealers that act as their order-routing
agents, have a wide range of choices of where to route orders for
execution'; [and] `no exchange can afford to take its market share
percentages for granted' because `no exchange possesses a monopoly,
regulatory or otherwise, in the execution of order flow from broker
dealers' . . . .'' \12\
---------------------------------------------------------------------------

    \12\ NetCoalition v. SEC, 615 F.3d 525, 539 (D.C. Cir. 2010)
(quoting Securities Exchange Act Release No. 59039 (December 2,
2008), 73 FR 74770, 74782-83 (December 9, 2008) (SR-NYSEArca-2006-
21)).
---------------------------------------------------------------------------

    The Commission and the courts have repeatedly expressed their
preference for competition over regulatory intervention in determining
prices, products, and services in the securities markets. In Regulation
NMS, while adopting a series of steps to improve the current market
model, the Commission highlighted the importance of market forces in
determining prices and SRO revenues and, also, recognized that current
regulation of the market system ``has been remarkably successful in
promoting market competition in its broader forms that are most
important to investors and listed companies.'' \13\
---------------------------------------------------------------------------

    \13\ Securities Exchange Act Release No. 51808 (June 9, 2005),
70 FR 37496, 37499 (June 29, 2005) (``Regulation NMS Adopting
Release'').
---------------------------------------------------------------------------

    Numerous indicia demonstrate the competitive nature of this market.
For example, clear substitutes to the Exchange exist in the market for
options security transaction services. The Exchange is only one of
sixteen options exchanges to which market participants may direct their
order flow. Within this environment, market participants can freely and
often do shift their order flow among the Exchange and competing venues
in response to changes in their respective pricing schedules. As such,
the proposal represents a reasonable attempt by the Exchange to
increase its liquidity and market share relative to its competitors.
Customer and Professional Fee To Remove Liquidity
    The Exchange believes that its proposal to increase the Fee to
Remove Liquidity in Penny Symbols for Customers and Professionals from
$0.48 to $0.49 per contract is reasonable. While this fee is
increasing, Customers and Professionals will continue to be assessed
the lowest Fee to Remove Liquidity in Penny Symbols compared to all
other market participants.\14\ Accordingly, the Exchange believes that
the proposed fee will continue to attract Customer and Professional
order flow to NOM to the benefit of all market participants.
---------------------------------------------------------------------------

    \14\ The Exchange currently charges all other market
participants (i.e., Broker-Dealers, Firms, Non-NOM Market Makers,
and NOM Market Makers) a $0.50 per contract Fee to Remove Liquidity
in Penny Symbols.
---------------------------------------------------------------------------

    The Exchange further believes that its proposal is equitable and
not unfairly discriminatory because it will apply uniformly to all
similarly situated Participants. With the proposed changes, Customers
and Professionals will continue to be assessed a lower Fee to Remove
Liquidity in Penny Symbols compared to all other market participants.
The Exchange does not believe it is inequitable or unfairly
discriminatory to assess a lower fee to Customers and Professionals,
and not to other market participants. Customer order flow offers unique
benefits to the market by providing more trading opportunities, which
attracts specialists and market makers. An increase in the activity of
these market participants in turn facilitates tighter spreads, which
may cause a corresponding increase in order flow from other market
participants. The Exchange believes that encouraging Professional order
flow is similarly beneficial, as the lower fee may cause market
participants to select NOM as a venue to send Professional order flow,
which benefits all market participants by attracting valuable liquidity
to the market and thereby enhancing the trading quality and efficiency
for all.
NOM Market Maker Rebate To Add Liquidity
    The Exchange believes that its proposal to amend the qualifications
for the Tier 3 NOM Market Maker Rebate to Add Liquidity in Penny
Symbols represents a reasonable attempt to incentivize market
participants to increase the number and variety of orders sent to the
Exchange for execution. Specifically, the Exchange proposes to
introduce an alternative volume-based requirement in new subsection
(b)(2)(ii) that requires Market Makers to transact in all securities
through one or more of its Nasdaq Market Center MPIDs that represent 70
million shares or more ADV which adds liquidity in the same month on
The Nasdaq Stock Market. By introducing an alternative method to
qualify for the Tier 3 rebate, the Exchange will create an additional
opportunity for Market Makers to increase their liquidity adding
activity on the Exchange's equity market. Taken together with existing
options and equity components that comprise the Tier 3 rebate
qualifications in (b), the Exchange believes that the amended
qualifying criteria will continue to incentivize participation in
greater volume from cross asset activity, which would improve the
overall quality of the Exchange's marketplace to the benefit of all
market participants, both on NOM and The Nasdaq Stock Market.
    The Exchange also believes that the proposed changes to the
qualifications for the Tier 3 Market Maker Rebate to Add Liquidity in
Penny Symbols is equitable and not unfairly discriminatory because the
Exchange will pay the Tier 3 rebate uniformly to any qualifying Market
Makers. Market Makers add value through continuous quoting and the
commitment of capital.\15\ Because Market Makers have these obligations
to the market and regulatory requirements that normally do not apply to
other market participants, the Exchange believes that offering the
rebate to only Market Makers is equitable and not unfairly
discriminatory in light of their obligations. Finally, encouraging
Market Makers to add greater liquidity benefits all market
participants, both on NOM and The Nasdaq Stock Market, in the quality
of order interaction.
---------------------------------------------------------------------------

    \15\ See Options 2, Sections 4 and 5.
---------------------------------------------------------------------------

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

    The Exchange does not believe that the proposed rule change will
impose any burden on competition not

necessary or appropriate in furtherance of the purposes of the Act.
    In terms of intra-market competition, the Exchange does not that
its proposals will place any category of market participant at a
competitive disadvantage. As discussed above, while the Exchange's
proposals target certain order flow and activity on the Exchange (i.e.,
Customer, Professional, and Market Maker activity), the proposed
changes are ultimately aimed at attracting greater order flow to the
Exchange, which benefits all market participants by providing more
trading opportunities.
    In terms of inter-market competition, the Exchange notes that it
operates in a highly competitive market in which market participants
can readily favor competing venues if they deem fee levels at a
particular venue to be excessive, or rebate opportunities available at
other venues to be more favorable. In such an environment, the Exchange
must continually adjust its fees to remain competitive with other
exchanges. Because competitors are free to modify their own fees in
response, and because market participants may readily adjust their
order routing practices, the Exchange believes that the degree to which
fee changes in this market may impose any burden on competition is
extremely limited. In sum, if the changes proposed herein are
unattractive to market participants, it is likely that the Exchange
will lose market share as a result. Accordingly, the Exchange does not
believe that the proposed changes will impair the ability of
Participants or competing exchanges to maintain their competitive
standing in the financial markets.

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

    No written comments were either solicited or received.

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

    The foregoing rule change has become effective pursuant to Section
19(b)(3)(A)(ii) of the Act.\16\
---------------------------------------------------------------------------

    \16\ 15 U.S.C. 78s(b)(3)(A)(ii).
---------------------------------------------------------------------------

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

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, 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-NASDAQ-2022-001 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-NASDAQ-2022-001. 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-NASDAQ-2022-001, and should be submitted
on or before February 14, 2022.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\17\
---------------------------------------------------------------------------

    \17\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2022-01219 Filed 1-21-22; 8:45 am]
BILLING CODE 8011-01-P