[Federal Register Volume 86, Number 50 (Wednesday, March 17, 2021)]
[Notices]
[Pages 14653-14656]
[FR Doc No: 2021-05445]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-91302; File No. SR-PEARL-2021-06]

Self-Regulatory Organizations; MIAX PEARL, LLC; Notice of Filing
and Immediate Effectiveness of a Proposed Rule Change To Amend the MIAX
PEARL Fee Schedule

March 11, 2021.
    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 March 1, 2021, MIAX PEARL, LLC (``MIAX PEARL'' or ``Exchange'')
filed with the Securities and Exchange Commission (``Commission'') a
proposed rule change as described in Items I, II, and III below, which
Items have been prepared by the Exchange. The Commission is publishing
this notice to solicit comments on the proposed rule change from
interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

    The Exchange is filing a proposal to amend the MIAX PEARL Fee
Schedule (the ``Fee Schedule'') for the Exchange's options market.
    The text of the proposed rule change is available on the Exchange's
website at http://www.miaxoptions.com/rule-filings/pearl at MIAX
PEARL's principal office, and at the Commission's Public Reference
Room.

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

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

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

1. Purpose
    The Exchange proposes to amend the Add/Remove Tiered Rebates/Fees
set forth in Section (1)(a) the Fee Schedule for the Exchange's options
market to: (i) Increase Taker (as defined below) fees in certain Tiers
(defined below) for options transactions in Penny classes (as defined
below) (excluding SPY, QQQ, and IWM) for Priority Customers; \3\ (ii)
increase Taker fees in certain Tiers for options transactions in Penny
classes for MIAX PEARL Market Makers \4\ when trading against origins
other than Priority Customer; (iii) increase the Taker fees in certain
Tiers for options transactions in Penny classes for MIAX PEARL Market
Makers when trading against Priority Customer origins and when the
executing buyer and seller are not the same Member \5\ or Affiliates;
\6\ and (iv) increase Taker fees in certain Tiers for options
transactions in Penny classes for ``Professional Members'' (listed in
the table in Section (1)(a) of the Fee Schedule as Non-Priority
Customer, Firm, BD, and Non-MIAX PEARL Market Makers).
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    \3\ ``Priority Customer'' means a person or entity that (i) is
not a broker or dealer in securities, and (ii) does not place more
than 390 orders in listed options per day on average during a
calendar month for its own beneficial accounts(s). The number of
orders shall be counted in accordance with Interpretation and Policy
.01 of Exchange Rule 100. See the Definitions Section of the Fee
Schedule and Exchange Rule 100.
    \4\ ``Market Maker'' means a Member registered with the Exchange
for the purpose of making markets in options contracts traded on the
Exchange and that is vested with the rights and responsibilities
specified in Chapter VI of Exchange Rules. See the Definitions
Section of the Fee Schedule and Exchange Rule 100.
    \5\ ``Member'' means an individual or organization that is
registered with the Exchange pursuant to Chapter II of Exchange
Rules for purposes of trading on the Exchange as an ``Electronic
Exchange Member'' or ``Market Maker.'' Members are deemed
``members'' under the Exchange Act. See the Definitions Section of
the Fee Schedule and Exchange Rule 100.
    \6\ ``Affiliate'' means (i) an affiliate of a Member of at least
75% common ownership between the firms as reflected on each firm's
Form BD, Schedule A, or (ii) the Appointed Market Maker of an
Appointed EEM (or, conversely, the Appointed EEM of an Appointed
Market Maker). An ``Appointed Market Maker'' is a MIAX PEARL Market
Maker (who does not otherwise have a corporate affiliation based
upon common ownership with an EEM) that has been appointed by an EEM
and an ``Appointed EEM'' is an EEM (who does not otherwise have a
corporate affiliation based upon common ownership with a MIAX PEARL
Market Maker) that has been appointed by a MIAX PEARL Market Maker,
pursuant to the following process. A MIAX PEARL Market Maker
appoints an EEM and an EEM appoints a MIAX PEARL Market Maker, for
the purposes of the Fee Schedule, by each completing and sending an
executed Volume Aggregation Request Form by email to
<EMAIL_ADDRESS>no later than 2 business days prior to
the first business day of the month in which the designation is to
become effective. Transmittal of a validly completed and executed
form to the Exchange along with the Exchange's acknowledgement of
the effective designation to each of the Market Maker and EEM will
be viewed as acceptance of the appointment. The Exchange will only
recognize one designation per Member. A Member may make a
designation not more than once every 12 months (from the date of its
most recent designation), which designation shall remain in effect
unless or until the Exchange receives written notice submitted 2
business days prior to the first business day of the month from
either Member indicating that the appointment has been terminated.
Designations will become operative on the first business day of the
effective month and may not be terminated prior to the end of the
month. Execution data and reports will be provided to both parties.
See the Definitions Section of the Fee Schedule.
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Background
    The Exchange currently assesses transaction rebates and fees to all
market participants which are based upon the total monthly volume
executed by the Member on MIAX PEARL in the relevant, respective origin
type (not including Excluded Contracts) \7\ (as the numerator)
expressed as a percentage of (divided by) TCV \8\ (as the denominator).
In

addition, the per contract transaction rebates and fees are applied
retroactively to all eligible volume for that origin type once the
respective threshold tier (``Tier'') has been reached by the Member.
The Exchange aggregates the volume of Members and their Affiliates.
Members that place resting liquidity, i.e., orders resting on the book
of the MIAX PEARL System,\9\ are paid the specified ``maker'' rebate
(each a ``Maker''), and Members that execute against resting liquidity
are assessed the specified ``taker'' fee (each a ``Taker''). For
opening transactions and ABBO \10\ uncrossing transactions, per
contract transaction rebates and fees are waived for all market
participants. Finally, Members are assessed lower transaction fees and
receive lower rebates for order executions in standard option classes
in the Penny Interval Program \11\ (``Penny Classes'') than for order
executions in standard option classes which are not in the Penny
Interval Program (``Non-Penny Classes''), where Members are assessed
higher transaction fees and receive higher rebates.
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    \7\ ``Excluded Contracts'' means any contracts routed to an away
market for execution. See the Definitions Section of the Fee
Schedule.
    \8\ ``TCV'' means total consolidated volume calculated as the
total national volume in those classes listed on MIAX PEARL for the
month for which the fees apply, excluding consolidated volume
executed during the period time in which the Exchange experiences an
``Exchange System Disruption'' (solely in the option classes of the
affected Matching Engine (as defined below)). The term Exchange
System Disruption, which is defined in the Definitions section of
the Fee Schedule, means an outage of a Matching Engine or collective
Matching Engines for a period of two consecutive hours or more,
during trading hours. The term Matching Engine, which is also
defined in the Definitions section of the Fee Schedule, is a part of
the MIAX PEARL electronic system that processes options orders and
trades on a symbol-by-symbol basis. Some Matching Engines will
process option classes with multiple root symbols, and other
Matching Engines may be dedicated to one single option root symbol
(for example, options on SPY may be processed by one single Matching
Engine that is dedicated only to SPY). A particular root symbol may
only be assigned to a single designated Matching Engine. A
particular root symbol may not be assigned to multiple Matching
Engines. The Exchange believes that it is reasonable and appropriate
to select two consecutive hours as the amount of time necessary to
constitute an Exchange System Disruption, as two hours equates to
approximately 1.4% of available trading time per month. The Exchange
notes that the term ``Exchange System Disruption'' and its meaning
have no applicability outside of the Fee Schedule, as it is used
solely for purposes of calculating volume for the threshold tiers in
the Fee Schedule. See the Definitions Section of the Fee Schedule.
    \9\ The term ``System'' means the automated trading system used
by the Exchange for the trading of securities. See Exchange Rule
100.
    \10\ ``ABBO'' means the best bid(s) or offer(s) disseminated by
other Eligible Exchanges (defined in Exchange Rule 1400(g) and
calculated by the Exchange based on market information received by
the Exchange from OPRA. See the Definitions Section of the Fee
Schedule and Exchange Rule 100.
    \11\ See Securities Exchange Act Release No. 88992 (June 2,
2020), 85 FR 35142 (June 8, 2020) (SR-PEARL-2020-06).
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Taker Fees
    The Exchange proposes to amend the Fee Schedule for the Exchange's
options market to: (i) Increase Taker fees in certain Tiers for options
transactions in Penny classes (excluding SPY, QQQ, and IWM) for
Priority Customers; (ii) increase Taker fees in certain Tiers for
options transactions in Penny classes for MIAX PEARL Market Makers when
trading against origins other than Priority Customer; (iii) increase
the Taker fees in certain Tiers for options transactions in Penny
classes for MIAX PEARL Market Makers when trading against Priority
Customer origins and when the executing buyer and seller are not the
same Member or Affiliates; and (iv) increase Taker fees in certain
Tiers for options transactions in Penny classes for Professional
Members.
    In particular, the Exchange proposes to increase the Taker fees for
Priority Customer orders in options in certain Penny classes (excluding
SPY, QQQ, and IWM) in Tier 3 from $0.48 to $0.50, in Tier 4 from $0.47
to $0.49, in Tier 5 from $0.46 to $0.48, and in Tier 6 from $0.45 to
$0.47. The Exchange next proposes to increase the Taker fees for
options transactions in Penny classes for MIAX PEARL Market Makers when
trading against origins other than Priority Customer in Tier 4 from
$0.49 to $0.50, in Tier 5 from $0.47 to $0.50, and in Tier 6 from $0.46
to $0.50.
    The Exchange also proposes to increase the Taker fees for options
transactions in Penny classes for MIAX PEARL Market Makers when trading
against Priority Customer origins in Tiers 5 and 6 when the executing
buyer and seller are not the same Member or Affiliates. In particular,
the Exchange proposes to increase the Taker fees for options
transactions in Penny classes for MIAX PEARL Market Makers when trading
against Priority Customer origins in Tiers 5 and 6 from the current
$0.48 and $0.47, respectively, to the proposed $0.50 per contract when
the executing buyer and seller are not the same Member or Affiliates.
The Exchange proposes that Taker fees for options transactions in Penny
classes for MIAX PEARL Market Makers when trading against Priority
Customer origins in Tiers 5 and 6 will remain at their current levels
of $0.48 and $0.47, respectively, when the executing buyer and seller
are the same Member or Affiliates.
    In order to differentiate between the proposed increased Taker fees
for options transactions in Penny classes for MIAX PEARL Market Makers
when trading against Priority Customer origins in Tiers 5 and 6 when
the executing buyer and seller are not the same Member or Affiliates,
the Exchange proposes to insert two new symbols immediately following
the table of fees and rebates for Professional Members in Section
(1)(a) of the Fee Schedule. In particular, the Exchange proposes to
adopt new symbol ``[starf],'' and the following explanatory sentence:
``This Taker rate is for executed MIAX PEARL Market Maker Orders when
the executing buyer and seller are the same Member or Affiliates.'' The
Exchange also proposes to adopt new symbol ``[loz],'' and the following
explanatory sentence: ``This Taker rate is for executed MIAX PEARL
Market Maker Orders when the executing buyer and seller are not the
same Member or Affiliates.'' Accordingly, the Exchange proposes to
insert each symbol following the corresponding Taker fee for options
transactions in Penny classes for MIAX PEARL Market Makers when trading
against Priority Customer origins in Tiers 5 and 6.
    The Exchange also proposes to increase the Taker fees for options
transactions in Penny classes for Professional Members when trading
against origins other than Priority Customer in Tier 5 from $0.49 to
$0.50 and in Tier 6 from $0.49 to $0.50.
    The purpose of adjusting the specified Taker fees is for business
and competitive reasons. In order to attract order flow, the Exchange
initially set its Taker fees so that they were meaningfully lower than
other options exchanges that operate comparable maker/taker pricing
models.\12\ The Exchange now believes that it is appropriate to further
adjust these specified Taker fees so that they are more in line with
other exchanges, but will still remain highly competitive such that
they should enable the Exchange to continue to attract order flow and
maintain market share.\13\
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    \12\ See Securities Exchange Act Release Nos. 80915 (June 13,
2017), 82 FR 27912 (June 19, 2017) (SR-PEARL-2017-29); 80914 (June
13, 2017), 82 FR 27910 (June 19, 2017) (SR-PEARL-2017-30).
    \13\ See Cboe BZX Options Exchange Fee Schedule, under
``Transaction Fees.''
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2. Statutory Basis
    The Exchange believes that its proposal to amend its Fee Schedule
is consistent with Section 6(b) of the Act \14\ in general, and
furthers the objectives of Section 6(b)(4) of the Act,\15\ in that it
is an equitable allocation of reasonable dues, fees and other charges
among Exchange members and issuers and other persons using its
facilities, and

6(b)(5) of the Act,\16\ in that it is designed to prevent fraudulent
and manipulative acts and practices, 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 mechanisms 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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    \14\ 15 U.S.C. 78f(b).
    \15\ 15 U.S.C. 78f(b)(4).
    \16\ 15 U.S.C. 78f(b)(1) and (b)(5).
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    The Commission has repeatedly expressed its preference for
competition over regulatory intervention in determining prices,
products, and services in the securities markets. In Regulation NMS,
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.'' \17\
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    \17\ See Securities Exchange Act Release No. 51808 (June 9,
2005), 70 FR 37496 (June 29, 2005).
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    There are currently 16 registered options exchanges competing for
order flow. Based on publicly-available information, and excluding
index-based options, no single exchange has more than approximately 15%
market share for the month of February 2021.\18\ Therefore, no exchange
possesses significant pricing power. More specifically, as of February
26, 2021, the Exchange has a market share of approximately 4.75% of
executed volume of multiply-listed equity and exchange traded fund
(``ETF'') options for the month of February 2021.\19\ The Exchange
believes that the ever-shifting market share among the exchanges from
month to month demonstrates that market participants can discontinue or
reduce use of certain categories of products and services, terminate an
existing membership or determine to not become a new member, and/or
shift order flow, in response to transaction fee changes. For example,
on February 28, 2019, the Exchange filed with the Commission a proposal
to increase Taker fees in certain Tiers for options transactions in
certain Penny classes for Priority Customers and decrease Maker rebates
in certain Tiers for options transactions in Penny classes for Priority
Customers (which fee was to be effective March 1, 2019).\20\ The
Exchange experienced a decrease in total market share for the month of
March 2019, after the proposal went into effect. Accordingly, the
Exchange believes that its March 1, 2019 fee change, to increase
certain transaction fees and decrease certain transaction rebates, may
have contributed to the decrease in MIAX PEARL's market share and, as
such, the Exchange believes competitive forces constrain the
Exchange's, and other options exchanges, ability to set transaction
fees and market participants can shift order flow based on fee changes
instituted by the exchanges.
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    \18\ The Options Clearing Corporation (``OCC'') publishes
options and futures volume in a variety of formats, including daily
and monthly volume by exchange, available here: https://www.theocc.com/market-data/volume/default.jsp.
    \19\ See id.
    \20\ See Securities Exchange Act Release No. 85304 (March 13,
2019), 84 FR 10144 (March 19, 2019) (SR-PEARL-2019-07).
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    The Exchange believes its proposal to increase Taker fees in
certain Tiers for options transactions in Penny classes for Priority
Customers, Market Makers, and Professional Members is reasonable,
equitable and not unfairly discriminatory because all similarly
situated market participants in the same Origin type are subject to the
same tiered Taker fees and access to the Exchange is offered on terms
that are not unfairly discriminatory. For competitive and business
reasons, the Exchange initially set its Taker fees for such orders
generally lower than certain other options exchanges that operate
comparable maker/taker pricing models.\21\ The Exchange now believes
that it is appropriate to increase those specified Taker fees so that
they are more in line with other exchanges, and will still remain
highly competitive such that they should enable the Exchange to
continue to attract order flow and maintain market share. The Exchange
believes for these reasons that increasing certain Taker fees for
transactions in the specified Tiers is equitable, reasonable and not
unfairly discriminatory, and thus consistent with the Act.
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    \21\ See supra note 12.
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    The Exchange believes the proposal to adopt a higher Taker fee for
certain Market Maker orders in Penny classes when trading against
Priority Customer origins in Tiers 5 and 6 when the executing buyer and
seller are not the same Member or Affiliates (versus when the executing
buyer and seller are the same Member or Affiliates) provides for the
equitable allocation of reasonable dues and fees and is not unfairly
discriminatory since the Exchange already offers certain transaction
fee discounts to Members and their Affiliates that aggregate their
order flow on these types of transactions through various pricing
structures in Section (1)(a) of the Fee Schedule.\22\ The Exchange
further believes this proposal provides for the equitable allocation of
reasonable dues and fees and is not unfairly discriminatory since the
Exchange's affiliate, Miami International Securities Exchange, LLC
(``MIAX''), provides similar pricing structures and offers certain
transaction fee discounts to MIAX Members and their Affiliates that
aggregate their order flow on certain types of transactions through
various tier-based pricing structures.\23\ Accordingly, the Exchange
believes it is reasonable, equitable, and not unfairly discriminatory
to charge a higher Taker fee for certain Market Maker orders in Penny
classes when trading against Priority Customer origins when the
executing buyer and seller are not the same Member or Affiliates, as
other discount programs currently exist for the same Member and
Affiliates.
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    \22\ See Fee Schedule, Section (1)(a).
    \23\ See MIAX Fee Schedule, Sections 1(a)(i)-(ii) and Section
1(a)(iii), notes ``K'' and ``[ssbox]''.
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B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule changes will
impose any burden on competition not necessary or appropriate in
furtherance of the purposes of the Act. The Exchange believes that the
proposed changes in the Taker fees for the applicable market
participants should continue to encourage the provision of liquidity
that enhances the quality of the Exchange's market and increases the
number of trading opportunities on the Exchange for all participants
who will be able to compete for such opportunities. The proposed rule
changes should enable the Exchange to continue to attract and compete
for order flow with other exchanges. However, this competition does not
create an undue burden on competition but rather offers all market
participants the opportunity to receive the benefit of competitive
pricing.
    The proposed Taker fee adjustments are intended to keep the
Exchange's fees highly competitive with those of other exchanges, and
to encourage liquidity and should enable the Exchange to continue to
attract and compete for order flow with other exchanges. 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. In such an environment, the
Exchange must continually adjust its rebates and fees to remain
competitive

with other exchanges and to attract order flow. The Exchange believes
that the proposed rule changes reflect this competitive environment
because the proposal modifies the Exchange's fees in a manner that
encourages market participants to continue to provide liquidity and to
send order flow to the Exchange.

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

    Written comments were neither solicited nor 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,\24\ and Rule 19b-4(f)(2) \25\ 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. If the Commission takes such
action, the Commission shall institute proceedings to determine whether
the proposed rule should be approved or disapproved.
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    \24\ 15 U.S.C. 78s(b)(3)(A)(ii).
    \25\ 17 CFR 240.19b-4(f)(2).
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IV. Solicitation of Comments

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

Electronic Comments

     Use the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to<EMAIL_ADDRESS>Please include
File Number SR-PEARL-2021-06 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-PEARL-2021-06. 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-PEARL-2021-06 and should be submitted on
or before April 7, 2021.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\26\
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    \26\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-05445 Filed 3-16-21; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register: June 16, 2008 (Volume 73, Number 116)]
[Notices]
[Page 34002-34004]
[DOCID:fr16jn08-43]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

[Project No.: P-2146-111]

Alabama Power Company; Notice of Application and Applicant-
Prepared EA Accepted for Filing, Soliciting Motions to Intervene and
Protests, and Soliciting Comments, and Final Recommendations, Terms and
Conditions, and Prescriptions

June 6, 2008.
    Take notice that the following hydroelectric application and
applicant-prepared environmental assessment has been filed with the
Commission and is available for public inspection.
    a. Type of Application: New Major License.
    b. Project No.: P-2146-111.
    c. Date filed: July 28, 2005.
    d. Applicant: Alabama Power Company.
    e. Name of Project: Coosa River Hydroelectric Project, which
includes the Weiss, H. Neely Henry, Logan Martin, Lay and Bouldin
developments, the Mitchell Hydroelectric Project (P-82), and the Jordan
Hydroelectric Project (P-618). Alabama Power Company (Alabama Power)
has requested that Project Nos. 2146, 82, and 618 be consolidated into
one project. We are processing these three projects under Project No.
2146-111.
    f. Location: On the Coosa River, in the states of Alabama and
Georgia. The Logan Martin development affects less than an acre of
federal lands, the Lay development affects 133.5 acres of federal
lands, the Mitchell Project affects 127.3 acres of federal lands, and
the Jordan Project affects 10.1 acres of federal lands.
    g. Filed Pursuant to: Federal Power Act 16 U.S.C. 791(a)-825(r)
    h. Applicant Contact: Mr. Jerry L. Stewart, Senior Vice President
and Senior Production Officer, Alabama Power Company, 600 North 18th
Street, P.O. Box 2641, Birmingham, AL 35291-8180.
    i. FERC Contact: Janet Hutzel, Telephone<PHONE_NUMBER>, and e-mail
<EMAIL_ADDRESS>    j. Deadline for filing motions to intervene and protests, comments,
and final recommendations, terms and conditions, and prescriptions is
60 days from the issuance date of this notice; reply comments are due
105 days from the issuance date of this notice.
    All documents (original and eight copies) should be filed with:
Kimberly D. Bose, Secretary, Federal Energy Regulatory Commission, 888
First Street, NE., Washington, DC 20426.
    The Commission's Rules of Practice require all intervenors filing
documents with the Commission to serve a copy of that document on each
person on the official service list for the project. Further, if an
intervenor files comments or documents with the Commission relating to
the merits of an issue that may affect the responsibilities of a
particular resource agency, they must also serve a copy of the document
on that resource agency.
    Motions to intervene, protests, comments, recommendations, terms
and conditions, and prescriptions may be filed electronically via the
Internet in lieu of paper. The Commission strongly encourages
electronic filings. See 18 CFR 385.2001(a)(1)(iii) and the instructions
on the Commission's Web site (http://www.ferc.gov) under the ``e-
Filing'' link.
    k. This application has been accepted for filing.
    l. The proposed Coosa River Project would consist of seven
developments. The Weiss, H. Neely Henry, and Logan Martin developments
would operate in peaking mode. The Lay, Mitchell, Jordan, and Bouldin
developments would operate in run-of-river mode. The total capacity for
all developments is 960.9 megawatts (MW). The project works would
include the following:

Weiss Development

    The Weiss development consists of: (1) A total of 30,798 feet of
water retaining structures which includes a diversion dam and gated
spillway, powerhouse about 3.5 miles from the spillway, and earth
embankments consisting of: (a) A 7,000-foot-long power canal which
carries water from the main reservoir to the powerhouse forebay, (b) a
1,300 foot-long tailrace canal which carries water from the tailrace to
the Coosa River, (c) 1.7-mile-long east and 1.8-mile-long west
earthfill embankments, extending from the powerhouse, (d) 1.35-mile-
long east and 1.0-mile-long west earth embankments extending from the
spillway, (e) three freeboard dikes, (f) 120-foot-long and 140-foot-
long concrete gravity non-overflow structures to the left and right of
the powerhouse, (g) a retaining wall to the left of the spillway and a
non-overflow structure to the right of the spillway, (h) a concrete
gated spillway equipped with five 40-foot-wide by 38-foot-high Tainter
gates and one 16-foot-wide by 22-foot-high Tainter gate which serves as
a trash gate, (i) a second trash gate of same dimension located to the
right of the powerhouse, and (j) a 20-mile-long bypassed reach of the
Coosa River; (2) a 52-mile-long, 30,200-acre reservoir at normal pool
elevation 564 feet mean sea level (msl), and total storage capacity of
704,404 acre-feet at maximum elevation 574 feet msl; (3) a 256-foot-
long concrete power house with a total rated capacity of 87.75 MW; (4)
trashracks located at the turbine intakes with 6-inch bar spacing; (5)
a substation; and (6) other appurtenances. The project annually
generates an estimated 215,500 megawatt-hours (MWh) of energy.

H. Neely Henry Development

    The H. Neely Henry development consists of: (1) A total of 4,705
feet of water retaining structures, which includes a concrete dam and
two earthen embankment sections consisting of: (a) A 305-foot-long
spillway equipped with six 40-foot-wide by 29-foot-high Tainter gates,
(b) a 300-foot-long intake section, (c) a 120-foot-long non-overflow
bulk head section at the east end of the spillway, and (d) a 133-foot-
long non-overflow section at the west end of the spillway; (2) a 78-
mile-long, 11,235-acre reservoir at normal pool elevation 508 feet msl,
with a total storage capacity of 30,640 acre-feet at normal elevation
508 feet msl; (3) a 300-foot-long concrete power house with a total
rated capacity of 72.9 MW; (4) trashracks located at the turbine
intakes with 6-inch bar spacing; (5) a substation; and (6) other
appurtenances. The project annually generates an estimated 210,700 MWh
of energy.

Logan Martin Development

    The Logan Martin development consists of: (1) A total of 6,192 feet
of water retaining structures, which includes a 100-foot-high concrete
dam and gated spillway, a powerhouse and earthen embankment section
consisting of: (a) A 327-foot-long concrete spillway equipped with six
40-foot-wide by 38-foot-high Tainter gates, and one 17.5-foot-wide by
21-foot-high vertical trash gate, (b) a 4,650-foot-long east earth
embankment, (c) 850-foot-long west earth embankment, (d) a 120-foot-
long concrete powerhouse intake; (2) a 48.5-mile-long, 15,263-acre
reservoir at normal pool elevation 465 feet msl, with a total storage
capacity of 273,500 acre-feet at normal elevation 465 feet msl; (3) a
295-foot-long concrete power house with a total rated capacity of
128.25 MW; (4) trashracks located at the turbine intakes with 6-inch
bar spacing; (5) a substation; and (6) other appurtenances. The project
annually generates an estimated 400,200 MWh of energy.

Lay Development

    The Lay development consists of: (1) A total of 2,120 feet of water
retaining structures, which includes a concrete dam and gated spillway,
integrated powerhouse, and an earthen embankment section consisting of:
(a) A 194-foot-long concrete bulkhead, (b) a 304-foot-long concrete
intake section, (c) a 930-foot-long gated concrete spillway section
equipped with twenty-six 30-foot-wide by 17-foot-high radial lift
gates, (d) a 180-foot-long concrete bulkhead, and (e) a 512-foot-long
earth embankment; (2) a 48.2-mile-long, 12,000-acre reservoir at normal
pool elevation 465 feet msl; (3) a 376-foot-long concrete powerhouse
with a total rated capacity of 177 MW; (4) a total of 144 trashracks
located at the turbine intakes with 6-inch bar spacing; (5) a
substation and (6) other appurtenances. The project annually generates
an estimated 639,445 MWh of energy.

Mitchell Development

    The Mitchell development consists of: (1) A total of 1,264 feet of
water retaining structures, which includes a concrete dam and gated
spillway, and two powerhouses consisting of: (a) A 964-foot-long gated
concrete spillway section equipped with twenty-three 30-foot-wide by
15-foot-high timber faced radial lift gates, and three 30-foot-wide by
25-foot-high steel faced radial gates; (2) a 14-mile-long 5,850-acre
reservoir at normal pool elevation 312 feet msl; (3) two powerhouses,
which include: (a) The original 449-foot-long concrete powerhouse with
a total rated capacity of 20 MW and b) a new 300-foot-long concrete
powerhouse with a total rated capacity of 150 MW; (4) a total of 124
trashracks located at the turbine intakes with 6-inch bar spacing; (5)
a substation; and (6) other appurtenances. The project annually
generates an estimated 527,666 MWh of energy.

Jordan Development

    The Jordan development consists of: (1) A total of 2,066 feet of
water retaining structures, which includes a 125-foot-high concrete dam
and gated spillway, and integrated powerhouse consisting of: (a) A 75-
foot-long non-overflow concrete bulkhead, (b) a 246-foot-long concrete
intake section, (c) a 1330-foot-long gated concrete spillway equipped
with eighteen 34-foot-wide by 8-foot-high radial lift gates, and
seventeen 30-foot-wide by 18-foot-high vertical lift gates, and (d) a
177-foot-long non-overflow concrete bulkhead; (2) an 18-mile-long,
5,880-acre reservoir at normal pool elevation 252 feet msl; (3) a 300-
foot-long concrete power house with a total rated capacity of 100 MW;
(4) four trashracks located at the turbine intakes with 4-inch bar
spacing; (5) a substation; and (6) other appurtenances. The project
annually generates an estimated 148,543 MWh of energy.

Bouldin Development

    The Bouldin development consists of: (1) A total of 9,428 feet of
water retaining structures, which includes a 210-foot-high concrete
dam, a powerhouse integrated with the project intake, and two earthen
embankments consisting of: (a) A 2,200-foot-long earth embankment to
the left of the intake, (b) a 228-foot-long concrete intake section
equipped with three 40-foot-wide by 35.5-foot-high Tainter gates, and
(c) a 7,000-foot-long earth embankment to the right of the intake; (2)
a 3-mile-long, 920-acre intake canal at normal pool elevation 252 feet
msl; (3) a 228-foot-long concrete powerhouse with a total rated
capacity of 225 MW; (4) sixty-three trashracks located at the turbine
intakes with 6-inch bar spacing; (5) a substation; and (6) other
appurtenances. The project annually generates an estimated 822,000 MWh
of energy.
    m. A copy of the application is available for review at the
Commission in the Public Reference Room or may be viewed on the
Commission's Web site at http://www.ferc.gov using the ``eLibrary''
link. Enter the docket number, excluding the last three digits in the
docket number field, to access the document. For assistance, contact
FERC Online Support at<EMAIL_ADDRESS>or toll-free at 1-
866-208-3676, or for TTY,<PHONE_NUMBER>. A copy is also available for
inspection and reproduction at the address in item h above.
    Register online at http://www.ferc.gov/esubscribenow.htm to be
notified via e-mail of new filings and issuances related to this or
other pending projects. For assistance, contact FERC Online Support.
    n. Anyone may submit comments, a protest, or a motion to intervene
in accordance with the requirements of Rules of Practice and Procedure,
18 CFR 385.210, .211, .214. In determining the appropriate action to
take, the Commission will consider all protests or other comments
filed, but only those who file a motion to intervene in accordance with
the Commission's Rules may become a party to the proceeding. Any
comments, protests, or motions to intervene must be received on or
before the specified comment date for the particular application.
    All filings must (1) Bear in all capital letters the title
``PROTEST,'' ``MOTION TO INTERVENE,'' ``COMMENTS,'' ``REPLY COMMENTS,''
``RECOMMENDATIONS,'' ``TERMS AND CONDITIONS,'' or ``PRESCRIPTIONS;''
(2) set forth in the heading the name of the applicant and the project
number of the application to which the filing responds; (3) furnish the
name, address, and telephone number of the person protesting or
intervening; and (4) otherwise comply with the requirements of 18 CFR
385.2001 through 385.2005. All comments, recommendations, terms and
conditions or prescriptions must set forth their evidentiary basis and
otherwise comply with the requirements of 18 CFR 4.34(b). Agencies may
obtain copies of the application directly from the applicant. A copy of
any protest or motion to intervene must be served upon each
representative of the applicant specified in the particular
application. A copy of all other filings in reference to this
application must be accompanied by proof of service on all persons
listed on the service list prepared by the Commission in this
proceeding, in accordance with 18 CFR 4.34(b) and 385.2010.
    o. Procedural Schedule:
    At this time we do not anticipate the need for preparing a draft
environmental assessment. Recipients will have 30 days to provide the
Commission with any written comments on the environmental assessment
(EA). All comments filed with the Commission will be considered in the
Order taking final action on the license applications. However, should
substantive comments requiring re-analysis be received on the EA, we
will consider preparing a subsequent EA. The application will be
processed according to the following revised Hydro Licensing Schedule.
Revisions to the schedule may be made as appropriate.

------------------------------------------------------------------------
              Milestone                          Target date
-----------------------------------------------------------------------
Filing of recommendations, terms and  (August 2008).
 conditions, and prescriptions.
Notice of Availability of the EA      (February 2009).
 (single EA).
------------------------------------------------------------------------

    p. Final amendments to the application must be filed with the
Commission no later than 30 days from the issuance date of this notice.

Kimberly D. Bose,
Secretary.
 [FR Doc. E8-13424 Filed 6-13-08; 8:45 am]

BILLING CODE 6717-01-P


[Federal Register Volume 78, Number 33 (Tuesday, February 19, 2013)]
[Notices]
[Pages 11716-11720]
[FR Doc No: 2013-03682]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-68905; File No. SR-NASDAQ-2013-023]

Self-Regulatory Organizations; The NASDAQ Stock Market LLC;
Notice of Filing and Immediate Effectiveness of a Proposed Rule Change
To Amend Rules 7014 and 7018

February 12, 2013.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act'') \1\, and Rule 19b-4 \2\ thereunder, notice is hereby given
that on January 31, 2013, The NASDAQ Stock Market LLC (``NASDAQ'' or
``Exchange'') filed with the Securities and Exchange Commission
(``SEC'' or ``Commission'') the proposed rule change as described in
Items I, II and III below, which Items have been prepared by NASDAQ.
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\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------

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

    NASDAQ is proposing (i) to modify the recently introduced Qualified
Market Maker (``QMM'') pilot program to increase the incentives for
participation provided thereunder; (ii) to replace the Extended Hours
Investor Program (``EHIP'') with a similar financial incentive program
focused both on usage of NASDAQ during pre- and post-market hours and
use of NASDAQ's routing facility, to be referred to as the Routable
Order Program (``ROP''); and (iii) to modify the securities covered by
NASDAQ's recently introduced program of special pricing for certain
``Designated Securities.''
    While changes pursuant to this proposal are effective upon filing,
the Exchange will implement the proposed rule changes on February 1,
2013.
    The text of the proposed rule change is available on the Exchange's
Web site at http://nasdaq.cchwallstreet.com, at the principal office of
the Exchange, and at the Commission's Public Reference Room.

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

    In its filing with the Commission, the Exchange included statements
concerning the purpose of and basis for the proposed rule change. 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 the
Statutory Basis for, the Proposed Rule Change

    1. Purpose
Qualified Market Maker Program
    In November 2012,\3\ NASDAQ introduced, on a six-month pilot basis,
a market quality incentive program under which a member may be
designated as a QMM with respect to one or more of its MPIDs if:
---------------------------------------------------------------------------

    \3\ Securities Exchange Act Release No. 68209 (November 9,
2012), 77 FR 69519 (November 19, 2012) (SR-NASDAQ-2012-126).
---------------------------------------------------------------------------

     The member is not assessed any ``Excess Order Fee'' under
Rule 7018 during the month; \4\ and
---------------------------------------------------------------------------

    \4\ Rule 7018(m). The Excess Order Fee is aimed at reducing
inefficient order entry practices that place excessive burdens on
the systems of NASDAQ and its members and that may negatively impact
the usefulness and life cycle cost of market data. In general, the
determination of whether to impose the fee on a particular MPID is
made by calculating the ratio between (i) entered orders, weighted
by the distance of the order from the NBBO, and (ii) orders that
execute in whole or in part. The fee is imposed on MPIDs that have
an ``Order Entry Ratio'' of more than 100.
---------------------------------------------------------------------------

     Through such MPID the member quotes at the national best
bid or best offer (``NBBO'') at least 25% of the time during regular
market hours \5\ in an average of at least 1,000 securities during the
month.\6\

    \5\ Defined as 9:30 a.m. through 4:00 p.m., or such shorter
period as may be designated by NASDAQ on a day when the securities
markets close early (such as the day after Thanksgiving).
    \6\ A member MPID is considered to be quoting at the NBBO if it
has a displayed order at either the national best bid or the
national best offer or both the national best bid and offer. On a
daily basis, NASDAQ determines the number of securities in which the
member satisfied the 25% NBBO requirement. To qualify for QMM
designation, the MPID must meet the requirement for an average of
1,000 securities per day over the course of the month. Thus, if a
member MPID satisfied the 25% NBBO requirement in 900 securities for
half the days in the month, and satisfied the requirement for 1,100
securities for the other days in the month, it would meet the
requirement for an average of 1,000 securities. NASDAQ recently
filed an amendment with respect to the QMM program to make it clear
that if a member seeking to be designated as a QMM terminates the
use of one MPID and simultaneously commences use of another MPID
during the course of a month, it may aggregate activity on the two
MPIDs for purposes of determining its eligibility as a QMM. See SR-
NASDAQ-2013-016 (January 30, 2013).
---------------------------------------------------------------------------

Thus, to be a QMM, a member must make a significant contribution to
market quality by providing liquidity at the NBBO in a large number of
stocks for a significant portion of the day. In

addition, the member must avoid imposing the burdens on NASDAQ and its
market participants that may be associated with excessive rates of
entry of orders away from the inside and/or order cancellation. A QMM
may be, but is not required to be, a registered market maker in any
security; thus, the QMM designation does not by itself impose a two-
sided quotation obligation or convey any of the benefits associated
with being a registered market maker. The designation does, however,
reflect the QMM's commitment to provide meaningful and consistent
support to market quality and price discovery by extensive quoting at
the NBBO in a large number of securities. Thus, the program is designed
to attract liquidity both from traditional market makers and from other
firms that are willing to commit capital to support liquidity at the
NBBO. By providing incentives under the program, NASDAQ hopes to
provide improved trading conditions for all market participants through
narrower bid-ask spreads and increased depth of liquidity available at
the inside market. In addition, the program reflects an effort to use
financial incentives to encourage a wider variety of members, including
members that may be characterized as high-frequency trading firms, to
make positive commitments to promote market quality.
    Under the program as originally implemented, a member that is a QMM
with respect to a particular MPID (a ``QMM MPID'') \7\ will receive:
---------------------------------------------------------------------------

    \7\ NASDAQ is adding the defined term ``QMM MPID'' to the rule
through this proposed rule change.
---------------------------------------------------------------------------

     An ``NBBO Setter Incentive credit'' of $0.0005 with
respect to displayed orders with a size of at least one round lot that
set the NBBO or that first allow NASDAQ to join another trading center
at the NBBO and that are entered through a QMM MPID; and
     A 25% discount on fees for ports used for entering orders
for a QMM MPID, up to a total discount of $10,000 per QMM MPID per
month.\8\ The specific fees subject to this discount are: (i) all ports
using the NASDAQ Information Exchange (``QIX'') protocol,\9\ (ii)
Financial Information Exchange (``FIX'') trading ports,\10\ and (iii)
ports using other trading telecommunications protocols.\11\
---------------------------------------------------------------------------

    \8\ The ports subject to the discount are not used for receipt
of market data.
    \9\ The applicable undiscounted fees are $1,200 per month for a
port pair or ECN direct connection port pair, and $1,000 per month
for an unsolicited message port. See Rule 7015(a).
    \10\ The applicable undiscounted fee is $500 per port per month.
See Rule 7015(b).
    \11\ The applicable undiscounted fee is $500 per port pair per
month. See Rule 7015(g).
---------------------------------------------------------------------------

    In order to further increase the appeal of the QMM program to
potential participants, NASDAQ is adding the following additional
benefits for QMMs:
     NASDAQ will provide a credit of $0.0001 per share executed
with respect to all orders in securities priced at $1 or more per share
that provide liquidity and that are entered through a QMM MPID, other
than orders qualifying for the higher NBBO Setter Incentive credit
described above. The $0.0001 credit will be in addition to any credit
payable under Rule 7018. However, if a QMM also participates in the
Investor Support Program (the ``ISP''), NASDAQ will pay the greater of
any applicable credit under the ISP or the QMM program, but not a
credit under both programs.
     NASDAQ will provide a credit of $0.0020 per share executed
for all midpoint pegged or midpoint peg post-only orders (``midpoint
orders'') in securities priced at $1 or more per share entered through
a QMM MPID (in lieu of the credit payable under Rule 7018). NASDAQ
notes that under Rule 7018, midpoint orders receive a higher rebate
than other forms of non-displayed orders because they offer price
improvement.
     For a number of shares not to exceed the number of shares
of liquidity provided through a QMM MPID (the ``Numerical Cap''),
NASDAQ will charge a fee of $0.0028 per share executed for orders in
securities priced at $1 or more per share that access liquidity on the
Nasdaq Market Center and that are entered through the same QMM MPID;
provided, however, that orders that would otherwise be charged $0.0028
per share executed under Rule 7018 will not count toward the Numerical
Cap. For shares above the Numerical Cap, NASDAQ will charge the rate
otherwise applicable under Rule 7018.
    NASDAQ is proposing these discounts as a means of recognizing the
value of market participants that consistently quote at the NBBO in a
large number of securities and providing greater incentives to market
participants to meet the applicable quoting requirements. Even when
such market participants are not formally registered as market makers,
they risk capital by offering immediately executable liquidity at the
price most favorable to market participants on the opposite side of the
market. Such activity promotes price discovery and dampens volatility
and thereby enhances the attractiveness of NASDAQ as a trading venue.
Routable Order Program and Extended Hours Investor Program
    NASDAQ is replacing its Extended Hours Investor Program with a
similar program focused on recognizing the propensity of members
representing retail customers to make more extensive use of exchange-
provided routing facilities and pre- and post-market trading sessions,
as compared with proprietary traders. NASDAQ believes that this
correlation results from the low cost and simplicity of exchange-
provided routing, and the convenience of pre- and post-market trading
for persons who are not professional traders. Accordingly, NASDAQ is
proposing a new program that, together with the ISP, is aimed at
encouraging greater participation in NASDAQ by members that represent
retail customers.\12\ The EHIP will be eliminated, however, because it
has not been successful in attracting additional trading activity to
NASDAQ.
---------------------------------------------------------------------------

    \12\ The Commission has expressed concern that a significant
percentage of the orders of individual investors are executed in
over-the-counter markets, that is, at off-exchange markets.
Securities Exchange Act Release No. 61358 (January 14, 2010), 75 FR
3594 (January 21, 2010) (Concept Release on Equity Market Structure,
``Concept Release''). In the Concept Release, the Commission
recognized the strong policy preference under the Act in favor of
price transparency and displayed markets. See also Mary L. Schapiro,
Strengthening Our Equity Market Structure (Speech at the Economic
Club of New York, Sept. 7, 2010) (``Schapiro Speech,'' available on
the Commission Web site) (comments of Commission Chairman on what
she viewed as a troubling trend of reduced participation in the
equity markets by individual investors, and that nearly 30 percent
of volume in U.S.-listed equities is executed in venues that do not
display their liquidity or make it generally available to the
public).
---------------------------------------------------------------------------

    To be eligible for the new Routable Order Program, a member must
have an MPID through which it provides an average daily volume of at
least 35 million shares of displayed liquidity using orders that employ
the SCAN or LIST routing strategies, including an average daily volume
of at least 2 million shares that are provided prior to the NASDAQ
Opening Cross and/or after the NASDAQ Closing Cross.\13\ SCAN is a
basic routing strategy that is widely used by firms that represent
retail customers. SCAN orders check the Nasdaq Market Center System for
available shares, while remaining shares are simultaneously routed to
destinations on the applicable routing table. If shares remain un-
executed after routing, they are posted on the book. Once on the book,
if the order is

subsequently locked or crossed by another market center, the System
will not route the order to the locking or crossing market center.\14\
LIST is a routing strategy that is used by firms that wish for their
orders to participate in the opening and closing processes of each
security's primary listing exchange, to access liquidity on all
exchanges if marketable, and otherwise to post to the NASDAQ book.
Members, including those that represent retail customers, use the LIST
strategy to offload on the Exchange and its routing broker the
technical complexity associated with routing orders to participate in
the market open and/or close.
---------------------------------------------------------------------------

    \13\ If a member seeking to participate in the ROP terminates
the use of one MPID and simultaneously commences use of another MPID
during the course of a month, it may aggregate activity on the two
MPIDs for purposes of determining its eligibility.
    \14\ The SKIP routing strategy is a form of SCAN in which the
entering firm instructs the System to bypass any market centers
included in the SCAN System routing table that are not posting
Protected Quotations within the meaning of Regulation NMS. The ROP
does not apply to SKIP orders, however, as it is less used by
members that represent retail customers.
---------------------------------------------------------------------------

    With respect to SCAN and LIST orders in securities priced at $1 or
more per share that are entered through an MPID that qualifies for the
ROP, NASDAQ will charge a fee of $0.0029 per share executed with
respect to such orders when they access liquidity in the Nasdaq Market
Center.\15\ If such orders are designated for display in the Nasdaq
Market Center and provide liquidity after posting to the book, NASDAQ
will provide a credit of $0.0037 per share executed. With respect to
SCAN and LIST orders in securities priced less than $1 per share that
are entered through an MPID that qualifies for the ROP, NASDAQ will
charge a fee of 0.30% of the total transaction cost with respect to
such orders when they access liquidity in the Nasdaq Market Center,\16\
and will provide a credit of $0.00003 per share executed if they are
designated for display and provide liquidity after posting to the book.
These fees and credits are in lieu of the fees and credits otherwise
charged or provided under Rule 7018. Moreover, orders that qualify for
these fees and credits are not eligible to receive additional credits
under the ISP, but are included in calculations with regard to
eligibility to participate in the ISP and other incentive programs
under Rule 7014.
---------------------------------------------------------------------------

    \15\ When such orders execute at other market centers, the
routing fees provided for in Rule 7018 will apply.
    \16\ When such orders execute at other market centers, the
routing fees provided for in Rule 7018 will apply.
---------------------------------------------------------------------------

Designated Securities Pricing
    In December 2012,\17\ NASDAQ introduced a discounted execution fee
of $0.0028 per share executed for the following securities
(``Designated Securities''):
---------------------------------------------------------------------------

    \17\ Securities Exchange Act Release No. 68421 (December 13,
2012), 77 FR 75232 (December 19, 2012) (SR-NASDAQ-2012-135).

BAC Bank of America Corporation
DIA SPDR Dow Jones Industrial Average ETF
EEM iShares MSCI Emerging Markets Index ETF
F Ford Motor Co.
GE General Electric Company
GEN GenOn Energy, Inc.
HPQ Hewlett-Packard Company
INTC Intel Corporation
IWM iShares Russell 2000 Index ETF
MSFT Microsoft Corporation
NOK Nokia Corporation
QQQ Powershares QQQ ETF
S Sprint Nextel Corp.
SPY SPDR S&P 500 ETF
TZA Direxion Daily Small Cap Bear 3X Shares ETF
VXX iPath S&P 500 VIX ST Futures ETN
XLF Financial Select Sector SPDR ETF
YHOO Yahoo! Inc.

    The discounted fee applies to all orders in Designated Securities
entered through an MPID through which a member accesses, provides, or
routes shares of liquidity that represent more than 0.25% of
Consolidated Volume \18\ during the month, including a daily average
volume of at least 2 million shares of liquidity provided. By lowering
the fee for accessing liquidity in these securities, NASDAQ hoped to
encourage members to give greater priority to NASDAQ in their routing
decisions, thereby lowering their costs and improving the execution
experience of liquidity providers in Designated Securities. In order to
qualify for the discount, members must demonstrate a commitment to
regular participation in the Nasdaq Market Center by reaching
relatively modest usage levels (shares accessed, provided or routed
representing 0.25% of Consolidated Volume), including an average daily
volume of 2 million or more shares of liquidity provided.
---------------------------------------------------------------------------

    \18\ ``Consolidated Volume'' is defined as the total
consolidated volume reported to all consolidated transaction plans
by all exchanges and trade reporting facilities.
---------------------------------------------------------------------------

    Based on the performance of the program to date, NASDAQ has
determined to modify the list of Designated Securities as follows:

AAPL Apple Inc.
CSCO Cisco Systems, Inc.
DELL Dell Inc.
INTC Intel Corporation
MSFT Microsoft Corporation
MU Micron Technology Inc.
NWSA News Corp.
ORCL Oracle Corporation
QQQ PowerShares QQQ ETF
YHOO Yahoo! Inc.

    The change reflects the fact that the program of Designated
Securities has been most successful at increasing the share of orders
routed to NASDAQ in NASDAQ-listed securities. Accordingly, NASDAQ is
modifying the program to focus exclusively on NASDAQ-listed securities
for which NASDAQ believes that the incentive provided through the
program has the most potential to increase NASDAQ's share of
executions.
2. Statutory Basis
    NASDAQ believes that the proposed rule change is consistent with
the provisions of Section 6 of the Act,\19\ in general, and with
Sections 6(b)(4) and 6(b)(5) of the Act,\20\ 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 or system which NASDAQ operates or controls, and is not
designed to permit unfair discrimination between customers, issuers,
brokers, or dealers.
---------------------------------------------------------------------------

    \19\ 15 U.S.C. 78f.
    \20\ 15 U.S.C. 78f(b)(4) and (5).
---------------------------------------------------------------------------

    The proposed changes are reflective of NASDAQ's ongoing efforts to
use pricing incentive programs to attract orders of retail customers to
NASDAQ and improve market quality. The QMM program is intended to
encourage members to promote price discovery and market quality by
quoting at the NBBO for a significant portion of each day in a large
number of securities, thereby benefitting NASDAQ and other investors by
committing capital to support the execution of orders. The proposed
changes to the program are intended to further promote these goals by
providing additional incentives for market participants to achieve the
requirements for participation in the program. Specifically, the
proposed changes are consistent with statutory requirements in the
following respects:
     The proposal reduces the access fee paid by QMMs to
$0.0028 per share executed, for a number of shares that reflects the
number of shares of liquidity provided by the QMM. This change is
reasonable because it reflects a price reduction from the rate of
$0.0030 or $0.0029 per share executed otherwise applicable. The change
is consistent with an equitable allocation of fees and is not unfairly
discriminatory because it is being offered to market participants that
make significant contributions to market quality by satisfying the QMM

requirements, thereby benefitting other NASDAQ market participants.
     The proposal increases the rebate paid with respect to
orders, other than orders that set or join the NBBO under the terms of
the NBBO Setter Incentive program, by $0.0001. This change is
reasonable because it provides a modest additional incentive for market
participants to achieve the market quality requirements of the QMM
program, while still providing an appropriate differentiation from
orders that qualify for the NBBO Setter Incentive program, thereby
receiving an extra rebate of $0.0005. The change is consistent with an
equitable allocation of fees and is not unfairly discriminatory because
it is being offered to market participants that make significant
contributions to market quality by satisfying the QMM requirements,
thereby benefitting other NASDAQ market participants.
     The proposal increases the rebate paid with respect to
midpoint orders to $0.0020 per share executed, as compared with the
rebate of $0.0015 or $0.0017 per share executed otherwise payable under
Rule 7018. This change is reasonable, because it will result in a price
reduction with respect to these orders. It is also reasonable because
it is consistent with NASDAQ's existing practice of paying a higher
rebate with respect to midpoint orders than with respect to other forms
of non-displayed orders due to the greater potential for midpoint
orders to provide price improvement to market participants that execute
against them. The change is consistent with an equitable allocation of
fees and is not unfairly discriminatory because it is being offered to
market participants that make significant contributions to market
quality by satisfying the QMM requirements, thereby benefitting other
NASDAQ market participants.
    NASDAQ further believes that the proposed ROP is consistent with
the requirements of the Act. Specifically, as with the existing ISP,
the goal of the program is to provide meaningful incentives for members
that represent significant numbers of retail customers to increase
their participation in NASDAQ. The proposed fees and credits applicable
to orders covered by the ROP are reasonable because they reflect
significant fee reductions, thereby reducing the costs of members that
represent retail customers and that take advantage of the program, and
potentially also reducing costs to the customers themselves. The change
is consistent with an equitable allocation of fees because NASDAQ
believes that it is reasonable to use fee reductions as a means to
encourage greater retail participation in NASDAQ. Because retail orders
are more likely to reflect long-term investment intentions than the
orders of proprietary traders, they promote price discovery and dampen
volatility. Accordingly, their presence in the NASDAQ market has the
potential to benefit all market participants. For this reason, NASDAQ
believes that it is equitable to provide significant financial
incentives to encourage greater retail participation in the market.
NASDAQ further believes that the proposed program is not unreasonable
discriminatory because it is offered to firms representing retail
customers that provide significant levels of liquidity, and is
therefore complementary to existing programs, such as the ISP, that
already aim to encourage greater retail participation.
    NASDAQ believes that the proposed elimination of the EHIP is
reasonable because no market participants have taken advantage of it
since its inception, and therefore its elimination will not have a
significant impact on members' fees and credits. Similarly, the
elimination is consistent with an equitable allocation of fees and is
not unreasonably discriminatory because significant financial
incentives aimed at encouraging retail participation in a manner
similar to the EHIP are already offered and are being added to NASDAQ's
fee schedule through this filing.
    NASDAQ believes that the proposal to modify the pricing incentive
for Designated Securities is reasonable because it will focus an
existing fee reduction on securities that NASDAQ believes are more
likely to have their volumes on NASDAQ increase, thereby reducing fees
for a larger number of trades. The proposal is consistent with an
equitable allocation of fees and not unfairly discriminatory because it
will reduce fees for members that have demonstrated a commitment to
regular participation in the Nasdaq Market Center through reaching
specified levels of overall usage and liquidity provision. Incentives
focused on the members that provide liquidity are prevalent in
securities markets because higher levels of liquidity provision aid
price discovery and dampen volatility. In addition, the focus of the
incentive on Designated Securities is equitable and not unreasonably
discriminatory because, despite strong quotes in terms of size and time
at the inside, NASDAQ's share of executions in these securities has
declined, thereby risking the willingness of members to continue to
offer liquidity at current levels. By providing an incentive for
members to access NASDAQ's quote in these securities, the price change
will benefit liquidity providers as well as liquidity accessors. The
discount is also not unfairly discriminatory because NASDAQ believes
that the modified list of Designated Securities will be more widely
traded than the former list, and the change will therefore result in
broader pricing reductions.
    Finally, NASDAQ 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, NASDAQ must continually adjust its fees to remain
competitive with other exchanges and with alternative trading systems
that have been exempted from compliance with the statutory standards
applicable to exchanges. NASDAQ believes that all aspects of the
proposed rule change reflect this competitive environment because the
changes reflect significant price reductions, offset only to a small
extent by the elimination of the EHIP.

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

    NASDAQ does not believe that the proposed rule change will result
in any burden on competition that is not necessary or appropriate in
furtherance of the purposes of the Act, as amended. Specifically,
NASDAQ believes that these changes reflect significant price
reductions, offset only to a small extent by the elimination of the
EHIP. Such reductions reflect the high degree of competition in the
cash equities markets and will further enhance that competition by
lowering fees and possibly encouraging NASDAQ's competitors to make
competitive responses. The market for order execution is extremely
competitive and members may readily opt to disfavor NASDAQ's execution
services if they believe that alternatives offer them better value.
Accordingly, NASDAQ believes that the degree to which fee changes in
this market may impose any burden on competition is extremely limited.
Because competitors are free to modify their own fees in response, and
because market participants may readily adjust their order routing
practices, NASDAQ does not believe that the proposed changes will
impair the ability of members or competing order execution venues to
maintain their competitive standing in the financial markets.

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

    No written comments were either solicited or received.

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

    The foregoing rule change has become effective pursuant to Section
19(b)(3)(A) of the Act \21\ and paragraph (f) of Rule 19b-4
thereunder.\22\ 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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    \21\ 15 U.S.C. 78s(b)(3)(A).
    \22\ 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 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-NASDAQ-2013-023 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-NASDAQ-2013-023. 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 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; 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-NASDAQ-2013-023 and should
be submitted on or before March 12, 2013.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\23\
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    \23\ 17 CFR 200.30-3(a)(12).
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Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2013-03682 Filed 2-15-13; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register Volume 77, Number 52 (Friday, March 16, 2012)]
[Notices]
[Page 15786]
[FR Doc No: 2012-6362]

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DEPARTMENT OF HOMELAND SECURITY

Federal Emergency Management Agency

[Internal Agency Docket No. FEMA-4023-DR; Docket ID FEMA-2012-0002]

Connecticut; Amendment No. 5 to Notice of a Major Disaster
Declaration

AGENCY: Federal Emergency Management Agency, DHS.

ACTION: Notice.

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SUMMARY: This notice amends the notice of a major disaster declaration
for State of Connecticut (FEMA-4023-DR), dated September 2, 2011, and
related determinations.

DATES: Effective Date: February 29, 2012.

FOR FURTHER INFORMATION CONTACT: Peggy Miller, Office of Response and
Recovery, Federal Emergency Management Agency, 500 C Street SW.,
Washington, DC 20472,<PHONE_NUMBER>.

SUPPLEMENTARY INFORMATION: The Federal Emergency Management Agency
(FEMA) hereby gives notice that pursuant to the authority vested in the
Administrator, under Executive Order 12148, as amended, Albert Lewis,
of FEMA is appointed to act as the Federal Coordinating Officer for
this disaster.
    This action terminates the appointment of Stephen M. DeBlasio Sr.
as Federal Coordinating Officer for this disaster.

The following Catalog of Federal Domestic Assistance Numbers (CFDA)
are to be used for reporting and drawing funds: 97.030, Community
Disaster Loans; 97.031, Cora Brown Fund; 97.032, Crisis Counseling;
97.033, Disaster Legal Services; 97.034, Disaster Unemployment
Assistance (DUA); 97.046, Fire Management Assistance Grant; 97.048,
Disaster Housing Assistance to Individuals and Households In
Presidentially Declared Disaster Areas; 97.049, Presidentially
Declared Disaster Assistance--Disaster Housing Operations for
Individuals and Households; 97.050, Presidentially Declared Disaster
Assistance to Individuals and Households--Other Needs; 97.036,
Disaster Grants--Public Assistance (Presidentially Declared
Disasters); 97.039, Hazard Mitigation Grant.

W. Craig Fugate,
Administrator, Federal Emergency Management Agency.
[FR Doc. 2012-6362 Filed 3-15-12; 8:45 am]
BILLING CODE 9111-23-P