[Federal Register Volume 87, Number 215 (Tuesday, November 8, 2022)]
[Notices]
[Page 67476]
[FR Doc No: 2022-24330]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

[Docket No. ER23-341-000]

Concurrent LLC; Supplemental Notice That Initial Market-Based
Rate Filing Includes Request for Blanket Section 204 Authorization

    This is a supplemental notice in the above-referenced proceeding of
Concurrent LLC's application for market-based rate authority, with an
accompanying rate tariff, noting that such application includes a
request for blanket authorization, under 18 CFR part 34, of future
issuances of securities and assumptions of liability.
    Any person desiring to intervene or to protest should file with the
Federal Energy Regulatory Commission, 888 First Street NE, Washington,
DC 20426, in accordance with Rules 211 and 214 of the Commission's
Rules of Practice and Procedure (18 CFR 385.211 and 385.214). Anyone
filing a motion to intervene or protest must serve a copy of that
document on the Applicant.
    Notice is hereby given that the deadline for filing protests with
regard to the applicant's request for blanket authorization, under 18
CFR part 34, of future issuances of securities and assumptions of
liability, is November 22, 2022.
    The Commission encourages electronic submission of protests and
interventions in lieu of paper, using the FERC Online links at http://www.ferc.gov. To facilitate electronic service, persons with internet
access who will eFile a document and/or be listed as a contact for an
intervenor must create and validate an eRegistration account using the
eRegistration link. Select the eFiling link to log on and submit the
intervention or protests.
    Persons unable to file electronically may mail similar pleadings to
the Federal Energy Regulatory Commission, 888 First Street NE,
Washington, DC 20426. Hand delivered submissions in docketed
proceedings should be delivered to Health and Human Services, 12225
Wilkins Avenue, Rockville, Maryland 20852.
    In addition to publishing the full text of this document in the
Federal Register, the Commission provides all interested persons an
opportunity to view and/or print the contents of this document via the
internet through the Commission's Home Page (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. At this time,
the Commission has suspended access to the Commission's Public
Reference Room, due to the proclamation declaring a National Emergency
concerning the Novel Coronavirus Disease (COVID-19), issued by the
President on March 13, 2020. For assistance, contact the Federal Energy
Regulatory Commission at [email protected] or call toll-free,
(886) 208-3676 or TYY,<PHONE_NUMBER>.

    Dated: November 2, 2022.
Debbie-Anne A. Reese,
Deputy Secretary.
[FR Doc. 2022-24330 Filed 11-7-22; 8:45 am]
BILLING CODE 6717-01-P


[Federal Register Volume 79, Number 69 (Thursday, April 10, 2014)]
[Notices]
[Pages 19942-19947]
[FR Doc No: 2014-07993]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-71874; File No. SR-NASDAQ-2014-029]

Self-Regulatory Organizations; The NASDAQ Stock Market LLC;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change
Relating to Managed Data Solution for Non-Display Usage

April 4, 2014.
    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 21, 2014, The NASDAQ Stock Market LLC (``NASDAQ'' or
``Exchange'') filed with the Securities and Exchange Commission
(``SEC'' or ``Commission'') the proposed rule change to modify rules of
the NASDAQ Options Market, LLC (``NOM'') 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.
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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

    NASDAQ proposes to add new Section 11 (Managed Data Solutions) to
the NOM rule book to establish

Managed Data Solution fees for Non-Display Usage.
    While the changes proposed herein are effective upon filing, the
Exchange has designated that the amendments be operative on April 1,
2014.
    The text of the proposed rule change is available on the Exchange's
Web site at http://www.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
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The purpose of the proposed rule change is to modify Chapter XV
(Options Pricing) by adding proposed new Section 11 in the NOM rule
book to establish Managed Data Solution fees. The Exchange is proposing
to create a new data distribution model (a Managed Data Solution for
Non-Display Usage) to further the distribution of Best of NASDAQ
Options and Itch to Trade Options (``BONO and ITTO''), (together ``NOM
data'').
    The proposed Managed Data Solution for Non-Display Usage is similar
to data distribution models currently in use and aligns the Exchange
with other markets.\3\
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    \3\ See Securities Exchange Act Release Nos. 70748 (October 23,
2013), 78 FR 64569 (October 29, 2013) (SR-Phlx-2013-105) (notice of
filing and immediate effectiveness of proposed rule change to
establish non-display Managed Data Solution for Phlx); 70269 (August
27, 2013), 78 FR 54336 (September 3, 2013) (SR-NASDAQ-2013-106)
(notice of filing and immediate effectiveness of proposed rule
change to establish non-display Managed Data Solution for NASDAQ);
and 69182 (March 19, 2013), 78 FR 18378 (March 26, 2013) (SR-Phlx-
2013-28) (notice of filing and immediate effectiveness of proposed
rule change to establish non-display Managed Data Solution for Phlx
equities market PSX). See also Securities Exchange Act Release No.
69041 (March 5, 2013), 78 FR 15791 (March 12, 2013) (SR-BX-2013-018)
(notice of filing and immediate effectiveness of proposed rule
change to establish Managed Data Solution for BX).
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    The Managed Data Solution proposal offers a delivery method to
firms seeking simplified market data administration. The Managed Data
Solution for Non-Display Usage may be offered by Distributors \4\
externally distributing data to clients and/or client organizations
that are using the NOM data internally for Non-Display Usage. This new
pricing and administrative option is in response to industry demand, as
well as due to changes in the technology used to distribute market
data. As such, rather than substantive changes the proposal reflects
current data distribution practices in the industry. Distributors
offering Managed Data Solutions for Non-Display Usage continue to be
fee liable for the applicable distributor, annual administrative and
other applicable fees for the receipt and distribution of NOM data.
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    \4\ ``Distributor'' shall mean the same as in NOM Chapter XV,
Section 4(b). Proposed Chapter XV, Section 11(b).
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    This Managed Data Solution for Non-Display Usage is a delivery
option that will assess a new, innovative fee schedule to Distributors
of NOM data that provide data feed solutions such as an Application
Programming Interface (API) or similar automated delivery solutions to
Recipients for Non-Display Usage with only limited entitlement controls
(e.g., usernames and/or passwords) (``Managed Data Recipients'').
However, the Distributor must first agree to reformat, redisplay and/or
alter the NOM data prior to retransmission, but not to affect the
integrity of the NOM data and not to render it inaccurate, unfair,
uninformative, fictitious, misleading, or discriminatory. A Managed
Data Solution for Non-Display Usage is any retransmission data product
containing NOM data offered by a Distributor where the Distributor
manages and monitors, but does not control, the information and the
Recipient of a Managed Data Solution may use the information for
internal Non-Display purposes only and may not distribute the
information outside of their organization. However, the Distributor
does maintain contracts with the Managed Data Recipients and is liable
for any unauthorized use by the Managed Data Recipients under a Managed
Data Solution.
    Currently, the Exchange does not distinguish between Managed Data
Solution Recipients and a recipient of an uncontrolled data product.
Some Distributors believe that the Managed Data Solution for Non-
Display Usage is a viable alternative to an uncontrolled data product.
Some Distributors have even delayed deploying new NOM data offerings,
pending the initiation of Managed Data Solutions for Non-Display Usage.
Thus, offering a Managed Data Solution fee schedule would not only
result in the Exchange offering lower fees for existing Managed Data
Recipients utilizing a Managed Data Solution, but will allow new
Distributors to deliver Managed Data Solutions to new clients, thereby
increasing transparency of the market.
    The Exchange proposes to establish a monthly Managed Data Solution
Administration fee and a monthly Subscriber \5\ fee for Distributors
and Subscribers that adopt the Managed Data Solution for Non-Display
Usage.\6\ The proposed fees for Managed Data Solutions products for
Non-Display Usage--ITTO would be $500/mo per Distributor and $125/mo
per Subscriber; and for Non-Display Usage--BONO would be $500/mo per
Distributor and $125/mo per Subscriber.\7\ The Exchange proposes to
establish a Managed Data Solution for Non-Display Usage only, as is
done on other markets. The Exchange believes that the proposal is in
line with current market practice.\8\
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    \5\ ``Subscriber'' shall mean a device or computer terminal or
an automated service which is entitled to receive Information.
Proposed Chapter XV Section 11(c).
    \6\ Without a Managed Data Solution as proposed herein, the
current fee for internal distribution that is not a Managed Data
Solution but rather an uncontrolled NOM data product with a
distributor fee of $1,500 per month would apply (along with a $5 or
$10 professional subscriber fee). Per the proposal for the Managed
Data Solution, on the other hand, the Managed Data Recipient fee for
Non-Display internal use of NOM Orders managed data would be $125
per Subscriber for each of ITTO and BONO, thereby providing a
reduced cost option where the data is for Non-Display internal use
only.
    \7\ The proposed monthly fee would be in addition to the monthly
Market Data Distributor fee of $2,000 (for external usage) currently
set forth in the Options Schedule in NOM Chapter XV for recipients
of BONO and ITTO options data feeds.
    \8\ The Exchange believes that most firms, as an example,
currently use BONO and ITTO options data feeds in non-display
format.
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2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent
with the provisions of Section 6 of the Act,\9\ in general, and with
Section 6(b)(4) of the Act,\10\ in particular, in that it provides an
equitable allocation of reasonable fees among Subscribers and
Recipients of NOM data. In adopting Regulation NMS, the Commission
granted self-regulatory organizations (``SROs'') and broker-dealers
(``BDs'') increased authority and flexibility to offer new and unique
market data to the

public. It was believed that this authority would expand the amount of
data available to consumers, and also spur innovation and competition
for the provision of market data.
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    \9\ 15 U.S.C. 78f.
    \10\ 15 U.S.C. 78f(b)(4).
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    The Commission concluded that Regulation NMS--by lessening the
regulation of the market in proprietary data--would itself further the
Act's goals of facilitating efficiency and competition:

    [E]fficiency is promoted when broker-dealers who do not need the
data beyond the prices, sizes, market center identifications of the
NBBO and consolidated last sale information are not required to
receive (and pay for) such data. The Commission also believes that
efficiency is promoted when broker-dealers may choose to receive
(and pay for) additional market data based on their own internal
analysis of the need for such data.\11\
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    \11\ Securities Exchange Act Release No. 51808 (June 9, 2005),
70 FR 37496 (June 29, 2005).

By removing ``unnecessary regulatory restrictions'' on the ability of
exchanges to sell their own data, Regulation NMS advanced the goals of
the Act and the principles reflected in its legislative history. If the
free market should determine whether proprietary data is sold to BDs at
all, it follows that the price at which such data is sold should be set
by the market as well.
    The decision of the United States Court of Appeals for the District
of Columbia Circuit in NetCoaliton v. SEC, 615 F.3d 525 (D.C. Cir.
2010) (``NetCoalition I''), upheld the Commission's reliance upon
competitive markets to set reasonable and equitably allocated fees for
market data. ``In fact, the legislative history indicates that the
Congress intended that the market system `evolve through the interplay
of competitive forces as unnecessary regulatory restrictions are
removed' and that the SEC wield its regulatory power `in those
situations where competition may not be sufficient,' such as in the
creation of a `consolidated transactional reporting system.'
NetCoaltion I, at 535 (quoting H.R. Rep. No. 94-229, at 92 (1975), as
reprinted in 1975 U.S.C.C.A.N. 321, 323). The court agreed with the
Commission's conclusion that ``Congress intended that `competitive
forces should dictate the services and practices that constitute the
U.S. national market system for trading equity securities.' '' \12\
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    \12\ NetCoalition I, at 535.
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    The court in NetCoalition I, while upholding the Commission's
conclusion that competitive forces may be relied upon to establish the
fairness of prices, nevertheless concluded that the record in that case
did not adequately support the Commission's conclusions as to the
competitive nature of the market for NYSE Arca's data product at issue
in that case. As explained below in the Exchange's Statement on Burden
on Competition, however, the Exchange believes that there is
substantial evidence of competition in the marketplace for data that
was not in the record in the NetCoalition I case, and that the
Commission is entitled to rely upon such evidence in concluding that
the fees established in this filing are the product of competition, and
therefore in accordance with the relevant statutory standards.\13\
Moreover, the Exchange further notes that the product at issue in this
filing--NOM Managed Data Solutions for Non-Display Usage fees--is quite
different from the NYSE Arca depth-of-book data product at issue in
NetCoalition I. Accordingly, any findings of the court with respect to
that product may not be relevant to the product at issue in this
filing.
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    \13\ It should also be noted that Section 916 of the Dodd-Frank
Wall Street Reform and Consumer Protection Act of 2010 (``Dodd-Frank
Act'') has amended paragraph (A) of Section 19(b)(3) of the Act, 15
U.S.C. 78s(b)(3), to make it clear that all exchange fees, including
fees for market data, may be filed by exchanges on an immediately
effective basis.
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B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change will
result in any burden on competition that is not necessary or
appropriate in furtherance of the purposes of the Act, as amended. The
Exchange's ability to price its Managed Data Solution products for Non-
Display Usage is constrained by (1) competition between exchanges and
other trading platforms that compete with each other in a variety of
dimensions; (2) the existence of inexpensive real-time consolidated
data and market-specific data and free delayed consolidated data; and
(3) the inherent contestability of the market for this data.
    The market for proprietary data products is currently competitive
and inherently contestable because there is fierce competition for the
inputs necessary to the creation of proprietary data and strict pricing
discipline for the proprietary products themselves. Numerous exchanges
compete with each other for listings, trades, and market data itself,
providing virtually limitless opportunities for entrepreneurs who wish
to produce and distribute their own market data. This proprietary data
is produced by each individual exchange, as well as other entities, in
a vigorously competitive market.
    Transaction execution and proprietary data products are
complementary in that market data is both an input and a byproduct of
the execution service. In fact, market data and trade execution are a
paradigmatic example of joint products with joint costs. The decision
whether and on which platform to post an order will depend on the
attributes of the platform where the order can be posted, including the
execution fees, data quality and price and distribution of its data
products. Without trade executions, exchange data products cannot
exist. Moreover, data products are valuable to many end users only
insofar as they provide information that end users expect will assist
them or their customers in making trading decisions.
    The costs of producing market data include not only the costs of
the data distribution infrastructure, but also the costs of designing,
maintaining, and operating the exchange's transaction execution
platform and the cost of regulating the exchange to ensure its fair
operation and maintain investor confidence. The total return that a
trading platform earns reflects the revenues it receives from both
products and the joint costs it incurs. Moreover, the operation of the
exchange is characterized by high fixed costs and low marginal costs.
This cost structure is common in content and content distribution
industries such as software, where developing new software typically
requires a large initial investment (and continuing large investments
to upgrade the software), but once the software is developed, the
incremental cost of providing that software to an additional user is
typically small, or even zero (e.g., if the software can be downloaded
over the Internet after being purchased).\14\ In the Exchange's case,
it is costly to build and maintain a trading platform, but the
incremental cost of trading each additional share on an existing
platform, or distributing an additional instance of data, is very low.
Market information and executions are each produced jointly (in the
sense that the activities of trading and placing orders are the source
of the information that is distributed) and are each subject to
significant scale economies. In such cases, marginal cost pricing is
not feasible because if all sales were priced at the margin, the
Exchange would be

unable to defray its platform costs of providing the joint products.
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    \14\ See William J. Baumol and Daniel G. Swanson, ``The New
Economy and Ubiquitous Competitive Price Discrimination: Identifying
Defensible Criteria of Market Power,'' Antitrust Law Journal, Vol.
70, No. 3 (2003).
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    An exchange's BD customers view the costs of transaction executions
and of data as a unified cost of doing business with the exchange. A BD
will direct orders to a particular exchange only if the expected
revenues from executing trades on the exchange exceed net transaction
execution costs and the cost of data that the BD chooses to buy to
support its trading decisions (or those of its customers). The choice
of data products is, in turn, a product of the value of the products in
making profitable trading decisions. If the cost of the product exceeds
its expected value, the BD will choose not to buy it. Moreover, as a BD
chooses to direct fewer orders to a particular exchange, the value of
the product to that BD decreases, for two reasons. First, the product
will contain less information, because executions of the BD's trading
activity will not be reflected in it. Second, and perhaps more
important, the product will be less valuable to that BD because it does
not provide information about the venue to which it is directing its
orders. Data from the competing venue to which the BD is directing
orders will become correspondingly more valuable.
    Similarly, in the case of products such as this that are
distributed through market data vendors, the vendors provide price
discipline for proprietary data products because they control the
primary means of access to end users. Vendors impose price restraints
based upon their business models. For example, vendors such as
Bloomberg and Reuters that assess a surcharge on data they sell may
refuse to offer proprietary products that end users will not purchase
in sufficient numbers. Internet portals, such as Google, impose a
discipline by providing only data that will enable them to attract
``eyeballs'' that contribute to their advertising revenue. Retail BDs,
such as Schwab and Fidelity, offer their customers proprietary data
only if it promotes trading and generates sufficient commission
revenue. Although the business models may differ, these vendors'
pricing discipline is the same: They can simply refuse to purchase any
proprietary data product that fails to provide sufficient value. The
Exchange and other producers of proprietary data products must
understand and respond to these varying business models and pricing
disciplines in order to market proprietary data products successfully.
Moreover, the Exchange believes that products such as this can enhance
order flow to the Exchange, thereby encouraging wider participation in
the market by investors with access to the Internet or television.
Conversely, the value of such products to distributors and investors
decreases if order flow falls, because the products contain less
content.
    Analyzing the cost of market data distribution in isolation from
the cost of all of the inputs supporting the creation of market data
will inevitably underestimate the cost of the data. Thus, because it is
impossible to create data without a fast, technologically robust, and
well-regulated execution system, system costs and regulatory costs
affect the price of market data. It would be equally misleading,
however, to attribute all of the exchange's costs to the market data
portion of an exchange's joint product. Rather, all of the exchange's
costs are incurred for the unified purposes of attracting order flow,
executing and/or routing orders, and generating and selling data about
market activity. The total return that an exchange earns reflects the
revenues it receives from the joint products and the total costs of the
joint products.
    Competition among trading platforms can be expected to constrain
the aggregate return each platform earns from the sale of its joint
products, but different platforms may choose from a range of possible,
and equally reasonable, pricing strategies as the means of recovering
total costs. For example, some platform may choose to pay rebates to
attract orders, charge relatively low prices for market information (or
provide information free of charge) and charge relatively high prices
for accessing posted liquidity. Other platforms may choose a strategy
of paying lower liquidity rebates to attract orders, setting relatively
low prices for accessing posted liquidity and setting relatively high
prices for market information. Still others may provide most data free
of charge and rely exclusively on transaction fees to recover their
costs. Finally, some platforms may incentivize use by providing
opportunities for equity ownership, which may allow them to charge
lower direct fees for executions and data.
    In this environment, there is no economic basis for regulating
maximum prices for one of the joint products in an industry in which
suppliers face competitive constraints with regard to the joint
offering. Such regulation is unnecessary because an ``excessive'' price
for one of the joint products will ultimately have to be reflected in
lower prices for other products sold by the firm, or otherwise the firm
will experience a loss in the volume of its sales that will be adverse
to its overall profitability. In other words, an increase in the price
of data will ultimately have to be accompanied by a decrease in the
cost of executions, or the volume of both data and executions will
fall.
    The level of competition and contestability in the market is
evident in the numerous alternative venues that compete for order flow,
including thirteen SRO markets, as well as internalizing BDs and
various forms of alternative trading systems (``ATSs''), including dark
pools and electronic communication networks (``ECNs''). Each SRO market
competes to produce transaction reports via trade executions, and two
FINRA-regulated Trade Reporting Facilities (``TRFs'') compete to
attract internalized transaction reports. It is common for BDs to
further and exploit this competition by sending their order flow and
transaction reports to multiple markets, rather than providing them all
to a single market. Competitive markets for order flow, executions, and
transaction reports provide pricing discipline for the inputs of
proprietary data products.
    The large number of SROs, TRFs, BDs, and ATSs that currently
produce proprietary data or are currently capable of producing it
provides further pricing discipline for proprietary data products. Each
SRO, TRF, ATS, and BD is currently permitted to produce proprietary
data products, and many currently do or have announced plans to do so,
including NASDAQ Stock Market LLC, New York Stock Exchange, The NYSE
MKT LLC, NYSE Arca, Inc., BATS Exchange, Inc., and Direct Edge.
    Any ATS or BD can combine with any other ATS, BD, or multiple ATSs
or BDs to produce joint proprietary data products. Additionally, order
routers and market data vendors can facilitate single or multiple BD
production of proprietary data products. The potential sources of
proprietary products are virtually limitless.
    Market data vendors provide another form of price discipline for
proprietary data products because they control the primary means of
access to end Subscribers. Vendors impose price restraints based upon
their business models. For example, vendors such as Bloomberg and
Thomson Reuters that assess a surcharge on data they sell may refuse to
offer proprietary products that end Subscribers will not purchase in
sufficient numbers. Internet portals, such as Google, impose a
discipline by providing only data that will enable them to attract
``eyeballs'' that contribute to their advertising revenue. Retail
broker-dealers, such as Schwab and Fidelity, offer their customers
proprietary data only if it promotes

trading and generates sufficient commission revenue. Although the
business models may differ, these vendors' pricing discipline is the
same: They can simply refuse to purchase any proprietary data product
that fails to provide sufficient value. The Exchange and other
producers of proprietary data products must understand and respond to
these varying business models and pricing disciplines in order to
market proprietary data products successfully.
    In addition to the competition and price discipline described
above, the market for proprietary data products is also highly
contestable because market entry is rapid, inexpensive, and profitable.
The history of electronic trading is replete with examples of entrants
that swiftly grew into some of the largest electronic trading platforms
and proprietary data producers: Archipelago, Bloomberg Tradebook,
Island, RediBook, Attain, TracECN, BATS Trading and Direct Edge. A
proliferation of dark pools and other ATSs operate profitably with
fragmentary shares of consolidated market volume.
    Regulation NMS, by deregulating the market for proprietary data,
has increased the contestability of that market. While BDs have
previously published their proprietary data individually, Regulation
NMS encourages market data vendors and BDs to produce proprietary
products cooperatively in a manner never before possible. Multiple
market data vendors already have the capability to aggregate data and
disseminate it on a profitable scale, including Bloomberg, and Thomson
Reuters.
    Competition among platforms has driven the Exchange continually to
improve its platform data offerings and to cater to customers' data
needs. For example, the Exchange has developed and maintained multiple
delivery mechanisms (e.g., IP, multi-cast) that enable customers to
receive data in the form and manner they prefer and at the lowest cost
to them. The Exchange has created products like Depth Data and Top of
Market Data, because offering data in multiple formatting allows the
Exchange to better fit customer needs. The Exchange offers data via
multiple extranet providers, thereby helping to reduce network and
total cost for its data products. The Exchange has developed an online
administrative system to provide customers transparency into their data
feed requests and streamline data usage reporting.
    Despite these enhancements and a dramatic increase in message
traffic, the Exchange's fees for market data have remained flat. In
fact, as a percent of total Subscriber costs, Exchange data fees have
fallen relative to other data usage costs--including bandwidth,
programming, and infrastructure--that have risen. The same holds true
for execution services; despite numerous enhancements to the Exchange's
trading platform, absolute and relative trading costs have declined.
Platform competition has intensified as new entrants have emerged,
constraining prices for both executions and for data.
    The vigor of competition for proprietary information is significant
and the Exchange believes that this proposal itself clearly evidences
such competition. The Exchange is offering a new pricing model in order
to keep pace with changes in the industry and evolving customer needs.
It is entirely optional and is geared towards attracting new customers,
as well as retaining existing customers.
    The Exchange has witnessed competitors creating new products and
innovative pricing in this space over the course of the past year. The
Exchange continues to see firms challenge its pricing on the basis of
the Exchange's explicit fees being higher than the zero-priced fees
from other competitors such as BATS. In all cases, firms make decisions
on how much and what types of data to consume on the basis of the total
cost of interacting with the Exchange or other exchanges. Of course,
the explicit data fees are but one factor in a total platform analysis.
Some competitors have lower transactions fees and higher data fees, and
others are vice versa. The market for this proprietary information is
highly competitive and continually evolves as products develop and
change.

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.\15\ 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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    \15\ 15 U.S.C. 78s(b)(3)(A)(ii).
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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-2014-029 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-2014-029. 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-2014-029 and
should be submitted on or before May 1, 2014.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\16\
---------------------------------------------------------------------------

    \16\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2014-07993 Filed 4-9-14; 8:45 am]
BILLING CODE 8011-01-P


``Controlled Foreign Corporation'' has the meaning provided in
section 957 of the Internal Revenue Code [26 U.S.C. 957].
    ``Derivatives Exposure'' has the meaning defined in rule 18f-4(a)
[17 CFR 270.18f-4(a)].
    ``Designated Index'' has the meaning defined in rule 18f-4(a) [17
CFR 270.18f-4(a)].
    ``Designated Reference Portfolio'' has the meaning defined in rule
18f-4(a) [17 CFR 270.18f-4(a)]
    ``Exchange-Traded Fund'' means an open-end management investment
company (or Series or Class thereof) or unit investment trust (or
series thereof), the shares of which are listed and traded on a
national securities exchange at market prices, and that has formed and
operates under an exemptive order under the Act granted by the
Commission or in reliance on rule 6c-11 [17 CFR 270.6c-11].
    ``Fund'' means the Registrant or a separate Series of the
Registrant. When an item of Form N-PORT specifically applies to a
Registrant or a Series, those terms will be used.
    ``Highly Liquid Investment Minimum'' has the meaning defined in
rule 22e-4 [17 CFR 270.22e-4].
    ``Illiquid Investment'' has the meaning defined in rule 22e-4 [17
CFR 270.22e-4].
    ``ISIN'' means, with respect to any security, the ``international
securities identification number'' assigned by a national numbering
agency, partner, or substitute agency that is coordinated by the
Association of National Numbering Agencies.
    ``LEI'' means, with respect to any company, the ``legal entity
identifier'' as assigned by a utility endorsed by the Global LEI
Regulatory Oversight Committee or accredited by the Global LEI
Foundation.
    ``Multiple Class Fund'' means a Fund that has more than one Class.
    ``Registrant'' means a management investment company, or an
Exchange-Traded Fund organized as a unit investment trust, registered
under the Act.
    ``Relative VaR Test'' has the meaning defined in rule 18f-4(a) [17
CFR 270.18f-4(a)].
    ``Restricted Security'' has the meaning defined in rule 144(a)(3)
under the Securities Act of 1933 [17 CFR 230.144(a)(3)].
    ``RSSD ID'' means the identifier assigned by the National
Information Center of the Board of Governors of the Federal Reserve
System.
    ``Securities Portfolio'' has the meaning defined in rule 18f-4(a)
[17 CFR 270.18f-4(a)].
    ``Series'' means shares offered by a Registrant that represent
undivided interests in a portfolio of investments and that are
preferred over all other series of shares for assets specifically
allocated to that series in accordance with rule 18f-2(a) [17 CFR
270.18f-2(a)].
    ``Swap'' means either a ``security-based swap'' or a ``swap'' as
defined in sections 3(a)(68) and (69) of the Securities Exchange Act of
1934 [15 U.S.C. 78c(a)(68) and (69)] and any

rules, regulations, or interpretations of the Commission with respect
to such instruments.
    ``Swing Factor'' has the meaning defined in rule 22c-1 [17 CFR
270.22c-1].
    ``Value-at-Risk'' or VaR has the meaning defined in rule 18f-4(a)
[17 CFR 270.18f-4(a)].
    ``VaR Ratio'' means the value of the Fund's portfolio VaR divided
by the VaR of the Designated Reference Portfolio.

F. Public Availability

    Information reported on Form N-PORT will be made publicly available
60 days after the end of the reporting period.
    The SEC does not intend to make public the information reported on
Form N-PORT with respect to a Fund's Highly Liquid Investment Minimum
(Item B.7), derivatives transactions (Item B.8), Derivatives Exposure
for limited derivatives users (Item B.9), median daily VaR (Item
B.10.a), median VaR Ratio (Item B.10.b.iii), VaR backtesting results
(Item B.10.c), country of risk and economic exposure (Item C.5.b),
delta (Items C.9.f.v, C.11.c.vii, or C.11.g.iv), liquidity
classification for individual portfolio investments (Item C.7), or
miscellaneous securities (Part D), or explanatory notes related to any
of those topics (Part E) that is identifiable to any particular fund or
adviser. However, the SEC may use information reported on this Form in
its regulatory programs, including examinations, investigations, and
enforcement actions.
* * * * *
    Item B.4. Securities Lending.
    a. * * *
    iii. If the borrower does not have an LEI, provide the borrower's
RSSD ID, if any.
    iv. Aggregate value of all securities on loan to the borrower.
* * * * *
    Item B.5. Return Information.
a. Total return of the Fund during the reporting period. If the Fund is
a Multiple Class Fund, report the return for each Class. Such return(s)
shall be calculated in accordance with the methodologies outlined in
Item 26(b)(1) of Form N-1A, Instruction 13 to sub-Item 1 of Item 4 of
Form N-2, or Item 26(b)(i) of Form N-3, as applicable.
* * * * *
    c. Net realized gain (loss) and net change in unrealized
appreciation (or depreciation) attributable to derivatives for each of
the following asset categories during the reporting period: commodity
contracts, credit contracts, equity contracts, foreign exchange
contracts, interest rate contracts, and other contracts. Within each
such asset category, further report the same information for each of
the following types of derivatives instrument: forward, future, option,
swaption, swap, warrant, and other. Report in U.S. dollars. Losses and
depreciation shall be reported as negative numbers.
    d. Net realized gain (loss) and net change in unrealized
appreciation (or depreciation) attributable to investments other than
derivatives during the reporting period. Report in U.S. dollars. Losses
and depreciation shall be reported as negative numbers.
    Item B.6. Flow information. Provide the aggregate dollar amounts
for sales and redemptions/repurchases of Fund shares during the
reporting period. If shares of the Fund are held in omnibus accounts,
for purposes of calculating the Fund's sales, redemptions, and
repurchases, use net sales or redemptions/repurchases from such omnibus
accounts. The amounts to be reported under this Item should be after
any front-end sales load has been deducted and before any deferred or
contingent deferred sales load or charge has been deducted. Shares sold
shall include shares sold by the Fund to a registered unit investment
trust. For mergers and other acquisitions, include in the value of
shares sold any transaction in which the Fund acquired the assets of
another investment company or of a personal holding company in exchange
for its own shares. For liquidations, include in the value of shares
redeemed any transaction in which the Fund liquidated all or part of
its assets. Exchanges are defined as the redemption or repurchase of
shares of one Fund or series and the investment of all or part of the
proceeds in shares of another Fund or series in the same family of
investment companies.
* * * * *
    Item B.7. Highly Liquid Investment Minimum information.
* * * * *
    b. If applicable, provide the number of days that the eligible
value of the Fund's holdings in highly liquid investments fell below
the Fund's Highly Liquid Investment Minimum during the reporting
period.
* * * * *
    Item B.8. Derivatives Transactions. For portfolio investments of
open-end management investment companies, provide:
    a. The value of the Fund's highly liquid investments that are
assets that it has posted as margin or collateral in connection with
derivatives transactions that are classified as moderately liquid
investments or illiquid investments under rule 22e-4 [17 CFR 270.22e-
4].
    b. The value of any margin or collateral posted in connection with
any derivatives transaction that is classified as an illiquid
investment under rule 22e-4 [17 CFR 270.22e-4] where the fund would
receive the value of the margin or collateral if it exited the
derivatives transaction.
* * * * *
    Item B.11. Swing Factor.
    a. Provide the number of times the Fund applied a Swing Factor
during the reporting period.
    b. For each business day during the reporting period, provide the
amount of any Swing Factor applied by the Fund. Indicate whether each
Swing Factor applied is positive (reflecting net purchases) or negative
(reflecting net redemptions) with the appropriate sign (+ or -). Report
N/A for any business day on which the fund did not apply a Swing
Factor.
    Item B.12. Liquidity aggregate classification information. For
portfolio investments of open-end management investment companies:
    a. Provide the aggregate percentage of investments that are assets
(excluding any investments that are reflected as liabilities on the
Fund's balance sheet) compared to total investments that are assets of
the Fund for each of the following categories as specified in rule 22e-
4:
    1. Highly Liquid Investments.
    2. Moderately Liquid Investments.
    3. Illiquid Investments.
    b. To calculate the aggregate percentages under Item B.12.a, reduce
the amount of the Fund's assets that are classified as highly liquid
investments by the amount reported under Item B.8.a and by the amount
of the fund's liabilities. Increase the amount of the Fund's assets
that are classified as illiquid investments by the amount reported
under Item B.8.b. To the extent these adjustments result in the sum of
the Fund's investments in each category not equaling 100% of the Fund's
total investments that are assets, the Fund may adjust the percentage
of investments attributed to the moderately liquid investment category
so that the sum of the Fund's investments in each category equals 100%
of the Fund's total investments that are assets.
    Item C.1. Identification of investment.
* * * * *
    c. If the issuer does not have an LEI, provide the issuer's RSSD
ID, if any.
    d. Title of the issue or description of the investment.
    e. CUSIP (if any).

    f. At least one of the following other identifiers:
    i. ISIN.
    ii. Ticker (if ISIN is not available).
    iii. Other unique identifier (if ticker and ISIN are not
available). Indicate the type of identifier used.
* * * * *
    Item C.7. Liquidity classification information.
    a. For portfolio investments of open-end management investment
companies, provide the liquidity classification(s) for each portfolio
investment among the following categories as specified in rule 22e-4
[17 CFR 270.22e-4]. For portfolio investments with multiple liquidity
classifications, indicate the percentage amount attributable to each
classification.

i. Highly Liquid Investments
ii. Moderately Liquid Investments
iii. Illiquid Investments
* * * * *
    Instructions to Item C.7. Funds may choose to indicate the
percentage amount of a holding attributable to multiple classification
categories only in the following circumstances: (1) if portions of the
position have differing liquidity features that justify treating the
portions separately; (2) if a fund has multiple sub-advisers with
differing liquidity views; or (3) if the fund chooses to classify the
position through evaluation of how long it would take to liquidate the
entire position. In (1) and (2), a fund would classify by treating each
portion of the position as a separate investment to arrive at an
assumed sale size that is equal to 10% of the fund's net assets by
reducing each investment by 10%.
* * * * *
    Item C.10. For repurchase and reverse repurchase agreements, also
provide:
* * * * *
    b. * * *
    iii. If the counterparty does not have an LEI, provide the
counterparty's RSSD ID, if any.
* * * * *
    Item C.11. For derivatives, also provide:
* * * * *
    b. * * *
    ii. If the counterparty does not have an LEI, provide the
counterparty's RSSD ID, if any.
* * * * *

Part D: Miscellaneous Securities

    Report miscellaneous securities, if any, using the same Item
numbers and reporting the same information that would be reported for
each investment in Part C if it were not a miscellaneous security.
Information reported in this Item will be nonpublic.
* * * * *

Part F: Exhibits

    Attach no later than 60 days after the end of the reporting period
the Fund's complete portfolio holdings as of the close of the period
covered by the report, except for reports covering the last month of
the Fund's second and fourth fiscal quarters. These portfolio holdings
must be presented in accordance with the schedules set forth in
Sec. Sec.  210.12-12--210.12-14 of Regulation S-X [17 CFR 210.12-12--
210.12-14].
* * * * *
0
10. Amend Form N-CEN (referenced in Sec.  274.101) by revising General
Instruction E and Items B.16, B.17, C.5, C.6, C.9, C.10, C.11, C.12,
C.13, C.14, C.15, C.16, C.17, C.21, D.12, D.13, D.14, E.2, F.1, F.2,
F.4, and Instructions to Item G.1 to read as follows:

    Note:  The text of Form N-CEN does not, and these amendments
will not, appear in the Code of Federal Regulations.

Form N-CEN

* * * * *

General Instructions

* * * * *

E. Definitions

    Except as defined below or where the context clearly indicates the
contrary, terms used in Form N-CEN have meanings as defined in the Act
and the rules and regulations thereunder. Unless otherwise indicated,
all references in the form or its instructions to statutory sections or
to rules are sections of the Act and the rules and regulations
thereunder.
    In addition, the following definitions apply:
    ``Class'' means a class of shares issued by a Fund that has more
than one class that represents interest in the same portfolio of
securities under rule 18f-3 under the Act (17 CFR 270.18f-3) or under
an order exempting the Fund from provisions of section 18 of the Act
(15 U.S.C. 80a-18).
    ``CRD number'' means a central licensing and registration system
number issued by the Financial Industry Regulatory Authority.
    ``Exchange-Traded Fund'' means an open-end management investment
company (or Series or Class thereof) or unit investment trust (or
series thereof), the shares of which are listed and traded on a
national securities exchange at market prices, and that has formed and
operates under an exemptive order under the Act granted by the
Commission or in reliance on rule 6c-11 under the Act (17 CFR 270.6c-
11).
    ``Exchange-Traded Managed Fund'' means an open-end management
investment company (or Series or Class thereof) or unit investment
trust (or series thereof), the shares of which are listed and traded on
a national securities exchange at net asset value-based prices, and
that has formed and operates under an exemptive order under the Act
granted by the Commission or in reliance on an exemptive rule under the
Act adopted by the Commission.
    ``Fund'' means the Registrant or a separate Series of the
Registrant. When an item of Form N-CEN specifically applies to a
Registrant or Series, those terms will be used.
    ``LEI'' means, with respect to any company, the ``legal entity
identifier'' as assigned by a utility endorsed by the Global LEI
Regulatory Oversight Committee or accredited by the Global LEI
Foundation.
    ``Money Market Fund'' means an open-end management investment
company registered under the Act, or Series thereof, that is regulated
as a money market fund pursuant to rule 2a-7 under the Act (17 CFR
270.2a-7).
    ``PCAOB number'' means the registration number issued to an
independent public accountant registered with the Public Company
Accounting Oversight Board.
    ``Registrant'' means the investment company filing this report or
on whose behalf the report is filed.
    ``RSSD ID'' means the identifier assigned by the National
Information Center of the Board of Governors of the Federal Reserve
System.
    ``SEC File number'' means the number assigned to an entity by the
Commission when that entity registered with the Commission in the
capacity in which it is named in Form N-CEN.
    ``Series'' means shares offered by a Registrant that represent
undivided interests in a portfolio of investments and that are
preferred over all other Series of shares for assets specifically
allocated to that Series in accordance with rule 18f-2(a) (17 CFR
270.18f-2(a)).
* * * * *
    Item B.16. Principal underwriters.
    a. * * *
    v. If no LEI is provided, RSSD ID, if any:__
    vi. State, if applicable:__
    vii. Foreign country, if applicable:__
    viii. Is the principal underwriter an affiliated person of the
Registrant, or its

investment adviser(s) or depositor? [Y/N]
* * * * *
    Item B.17. Independent public accountant. Provide the following
information about each independent public accountant:
* * * * *
    d. If no LEI is provided, RSSD ID, if any:__
    e. State, if applicable:__
    f. Foreign country, if applicable:__
    g. Has the independent public accountant changed since the last
filing? [Y/N]
* * * * *
    Item C.5. Investments in certain foreign corporations.
* * * * *
    b. * * *
    iii. If no LEI is provided, RSSD ID, if any:__
* * * * *
    Item C.6. Securities lending.
* * * * *
    c. * * *
    iii. If no LEI is provided, RSSD ID, if any:__
    iv. Is the securities lending agent an affiliated person, or an
affiliated person of an affiliated person, of the Fund? [Y/N]
    v. Does the securities lending agent or any other entity indemnify
the fund against borrower default on loans administered by this agent?
[Y/N]
    vi. If the entity providing the indemnification is not the
securities lending agent, provide the following information:
    1. Name of person providing indemnification:__
    2. LEI, if any, of person providing indemnification:__
    3. If no LEI is provided, RSSD ID, if any:__
    vii. Did the Fund exercise its indemnification rights during the
reporting period? [Y/N]
    d. * * *
    iii. If no LEI is provided, RSSD ID, if any: __
    iv. Is the cash collateral manager an affiliated person, or an
affiliated person of an affiliated person, of a securities lending
agent retained by the Fund? [Y/N]
    v. Is the cash collateral manager an affiliated person, or an
affiliated person of an affiliated person, of the Fund? [Y/N]
* * * * *
    Item C.9. Investment advisers.
    a. * * *
    v. If no LEI is provided, RSSD ID, if any:__
    vi. State, if applicable:__
    vii. Foreign country, if applicable:__
    viii. Was the investment adviser hired during the reporting period?
[Y/N]
    1. If the investment adviser was hired during the reporting period,
indicate the investment adviser's start date: __
    b. * * *
    v. If no LEI is provided, RSSD ID, if any:__
    vi. State, if applicable:__
    vii. Foreign country, if applicable:__
    viii. Termination date:__
    c. * * *
    v. If no LEI is provided, RSSD ID, if any:__
    vi. State, if applicable:__
    vii. Foreign country, if applicable:__
    viii. Is the sub-adviser an affiliated person of the Fund's
investment adviser(s)? [Y/N]
    ix. Was the sub-adviser hired during the reporting period? [Y/N]
    1. If the sub-adviser was hired during the reporting period,
indicate the sub-adviser's start date:__
    d. * * *
    v. If no LEI is provided, RSSD ID, if any:__
    vi. State, if applicable:__
    vii. Foreign country, if applicable:__
    viii. Termination date:
    Item C.10. Transfer agents.
    a. * * *
    iv. If no LEI is provided, RSSD ID, if any:__
    v. State, if applicable:__
    vi. Foreign country, if applicable:__
    vii. Is the transfer agent an affiliated person of the Fund or its
investment adviser(s)? [Y/N]
    viii. Is the transfer agent a sub-transfer agent? [Y/N]
* * * * *
    Item C.11. Pricing services.
    a. * * *
    ii. LEI, if any, or RSSD ID, if any, or provide and describe other
identifying number:__
* * * * *
    Item C.12. Custodians.
    a. * * *
    iii. If no LEI is provided, RSSD ID, if any:__
    iv. State, if applicable:__
    v. Foreign country, if applicable:__
    vi. Is the custodian an affiliated person of the Fund or its
investment adviser(s)? [Y/N]
    vii. Is the custodian a sub-custodian? [Y/N]
    viii. With respect to the custodian, check below to indicate the
type of custody:
    1. Bank--section 17(f)(1) (15 U.S.C. 80a-17(f)(1)):__
    2. Member national securities exchange--rule 17f-1 (17 CFR 270.17f-
1):__
    3. Self--rule 17f-2 (17 CFR 270.17f-2):__
    4. Securities depository--rule 17f-4 (17 CFR 270.17f-4):__
    5. Foreign custodian--rule 17f-5 (17 CFR 270.17f-5):__
    6. Futures commission merchants and commodity clearing
organizations--rule 17f-6 (17 CFR 270.17f-6):__
    7. Foreign securities depository--rule 17f-7 (17 CFR 270.17f-7):__
    8. Insurance company sponsor--rule 26a-2 (17 CFR 270.26a-2):__
    9. Other:__ . If other, describe:__.
* * * * *
    Item C.13. Shareholder servicing agents.
    a. * * *
    ii. LEI, if any, or RSSD ID, if any, or provide and describe other
identifying number:__
* * * * *
    Item C.14. Administrators.
    a. * * *
    ii. LEI, if any, or RSSD ID, if any, or provide and describe other
identifying number:__
* * * * *
    Item C.15. Affiliated broker-dealers. Provide the following
information about each affiliated broker-dealer:
* * * * *
    e. If no LEI is provided, RSSD ID, if any:__
    f. State, if applicable:__
    g. Foreign country, if applicable:__
    h. Total commissions paid to the affiliated broker-dealer for the
reporting period:__
    Item C.16. Brokers.
    a. * * *
    v. If no LEI is provided, RSSD ID, if any:__
    vi. State, if applicable:__
    vii. Foreign country, if applicable:__
    viii. Gross commissions paid by the Fund for the reporting
period:__
* * * * *
    Item C.17. Principal transactions.
    a. * * *
    v. If no LEI is provided, RSSD ID, if any:__
    vi. State, if applicable:__
    vii. Foreign country, if applicable:__
    viii. Total value of purchases and sales (excluding maturing
securities) with Fund:__
* * * * *
    Item C.21. Liquidity classification services. For open-end
management investment companies subject to rule 22e-4 (17 CFR 270.22e-
4), respond to the following:
    a. Provide the following information about each person that
provided liquidity classification services to the Fund during the
reporting period:

    i. Full name:__
    ii. LEI, if any, or RSSD ID, if any, or provide and describe other
identifying number:__
    iii. State, if applicable:__
    iv. Foreign country, if applicable:__
    v. Is the liquidity classification service an affiliated person of
the Fund or its investment adviser(s)? [Y/N]
    vi. Asset class(es) for which liquidity classification services
were provided to the Fund:__
    b. Was a liquidity classification service hired or terminated
during the reporting period? [Y/N]
* * * * *
    Item D.12. Investment advisers (small business investment companies
only).
    a. * * *
    v. If no LEI is provided, RSSD ID, if any:__
    vi. State, if applicable:__
    vii. Foreign country, if applicable:__
    viii. Was the investment adviser hired during the reporting period?
[Y/N]
    1. If the investment adviser was hired during the reporting period,
indicate the investment adviser's start date:__
    b. * * *
    v. If no LEI is provided, RSSD ID, if any:__
    vi. State, if applicable:__
    vii. Foreign country, if applicable:__
    viii. Termination date:__
    c. * * *
    v. If no LEI is provided, RSSD ID, if any:__
    vi. State, if applicable:__
    vii. Foreign country, if applicable:__
    viii. Is the sub-adviser an affiliated person of the Fund's
investment adviser(s)? [Y/N]
    ix. Was the sub-adviser hired during the reporting period? [Y/N]
    1. If the sub-adviser was hired during the reporting period,
indicate the sub-adviser's start date:__
    d. * * *
    v. If no LEI is provided, RSSD ID, if any:__
    vi. State, if applicable:__
    vii. Foreign country, if applicable:__
    viii. Termination date:__
    Item D.13. Transfer agents (small business investment companies
only).
    a. * * *
    iv. If no LEI is provided, RSSD ID, if any:__
    v. State, if applicable:__
    vi. Foreign country, if applicable:__
    vii. Is the transfer agent an affiliated person of the Fund or its
investment adviser(s)? [Y/N]
    viii. Is the transfer agent a sub-transfer agent? [Y/N]
* * * * *
    Item D.14. Custodians (small business investment companies only).
    a. * * *
    iii. If no LEI is provided, RSSD ID, if any:__
    iv. State, if applicable:__
    v. Foreign country, if applicable:__
    vi. Is the custodian an affiliated person of the Fund or its
investment adviser(s)? [Y/N]
    vii. Is the custodian a sub-custodian? [Y/N]
    viii. With respect to the custodian, check below to indicate the
type of custody:
    1. Bank--section 17(f)(1) (15 U.S.C. 80a-17(f)(1)):__
    2. Member national securities exchange--rule 17f-1 (17 CFR 270.17f-
1):__
    3. Self--rule 17f-2 (17 CFR 270.17f-2):__
    4. Securities depository--rule 17f-4 (17 CFR 270.17f-4):__
    5. Foreign custodian--rule 17f-5 (17 CFR 270.17f-5):__
    6. Futures commission merchants and commodity clearing
organizations--rule 17f-6 (17 CFR 270.17f-6):__
    7. Foreign securities depository--rule 17f-7 (17 CFR 270.17f-7):__
    8. Insurance company sponsor--rule 26a-2 (17 CFR 270.26a-2): __
    9. Other:__. If other, describe:__.
* * * * *
    Item E.2. Authorized participants. For each authorized participant
of the Fund, provide the following information:
* * * * *
    b. SEC file number:__
    c. CRD number:__
    d. LEI, if any:__
    e. If no LEI is provided, RSSD ID, if any:__
    f. The dollar value of the Fund shares the authorized participant
purchased from the Fund during the reporting period:__
    g. The dollar value of the Fund shares the authorized participant
redeemed during the reporting period:__
    h. Did the Fund require that an authorized participant post
collateral to the Fund or any of its designated service providers in
connection with the purchase or redemption of Fund shares during the
reporting period? [Y/N]
    Instruction. The term ``authorized participant'' means a member or
participant of a clearing agency registered with the Commission, which
has a written agreement with the Exchange-Traded Fund or Exchange-
Traded Managed Fund or one of its service providers that allows the
authorized participant to place orders for the purchase and redemption
of creation units.
* * * * *
    Item F.1. Depositor. Provide the following information about each
depositor:
* * * * *
    d. If no LEI is provided, RSSD ID, if any:__
    e. State, if applicable:__
    f. Foreign country, if applicable:__
    g. Full name of ultimate parent of depositor:__
    Item F.2. Administrators.
    a. * * *
    ii. LEI, if any, or RSSD ID, if any, or provide and describe other
identifying number:__
* * * * *
    Item F.4. Sponsor. Provide the following information about each
sponsor:
* * * * *
    d. If no LEI is provided, RSSD ID, if any:__
    e. State, if applicable:__
    f. Foreign country, if applicable:__
* * * * *
    Item G.1. Attachments.
* * * * *
    Instructions.
* * * * *
    2. * * *
    (f) Security supported (if applicable). Disclose the full name of
the issuer, the title of the issue (including coupon or yield, if
applicable) and at least two identifiers, if available (e.g., CIK,
CUSIP, ISIN, LEI, RSSD ID).
* * * * *

    By the Commission.

    Dated: November 2, 2022.
Vanessa A. Countryman,
Secretary.
[FR Doc. 2022-24376 Filed 12-15-22; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register Volume 80, Number 3 (Tuesday, January 6, 2015)]
[Notices]
[Pages 566-568]
[FR Doc No: 2014-30900]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-73964; File No. SR-NYSEMKT-2014-107]

Self-Regulatory Organizations; NYSE MKT LLC; Notice of Filing and
Immediate Effectiveness of Proposed Rule Change Amending the Bylaws of
the Exchange's Ultimate Parent Company, Intercontinental Exchange,
Inc., To Designate Its Chief Strategic Officer, Chief Technology
Officer and General Counsel as ``Senior Officers'' of ICE

December 30, 2014.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(the ``Act'') \1\ and Rule 19b-4 thereunder,\2\ notice is hereby given
that, on December 22, 2014, NYSE MKT LLC (the ``Exchange'' or ``NYSE
MKT'') filed with the Securities and Exchange Commission (the
``Commission'') the proposed rule change as described in Items I and II
below, which Items have been prepared by the self-regulatory
organization. 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

    The Exchange proposes to amend the Bylaws (the ``ICE Bylaws'') of
the Exchange's ultimate parent company, Intercontinental Exchange, Inc.
(``ICE''), to designate its Chief Strategic Officer, Chief Technology
Officer and General Counsel as ``Senior Officers'' of ICE. The text of
the proposed rule change is available on the Exchange's Web site at
www.nyse.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 self-regulatory organization
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 those statements may be examined at
the places specified in Item IV below. The Exchange has prepared
summaries, set forth in sections A, B, and C below, of the most
significant parts of such statements.

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

1. Purpose
    The Exchange seeks approval for its ultimate parent entity ICE \3\
to amend the ICE Bylaws to designate its Chief Strategic Officer, Chief
Technology Officer and General Counsel (each, a ``Designated Officer''
and together, the ``Designated Officers'') as ``Senior Officers'' of
ICE. Each Designated Officer was a Senior Officer under the ICE Bylaws
prior to the acquisition by ICE of NYSE Euronext in 2013 because each
also was a Senior Vice President. Under the ICE Bylaws, all Senior Vice
Presidents are Senior Officers. As Senior Officers, the Designated
Officers were entitled under Article X, Section 10.6 of the ICE Bylaws
to indemnification by ICE against certain actions, suits and
proceedings.
---------------------------------------------------------------------------

    \3\ ICE owns 100% of the equity interest in ICE Holdings, Inc.
(``ICE Holdings''), which in turn owns 100% of the equity interest
in NYSE Holdings, LLC (``NYSE Holdings''). NYSE Holdings owns 100%
of the equity interest of NYSE Group, Inc., which in turn directly
or indirectly owns 100% of the equity interest of three registered
national securities exchanges and self-regulatory organizations--the
Exchange, the New York Stock Exchange, LLC (``NYSE'') and NYSE MKT
LLC (``NYSE MKT'') [sic].
---------------------------------------------------------------------------

    Upon consummation of the acquisition of NYSE Euronext, the three
titles were streamlined and the term ``Senior Vice President'' was
eliminated. Specifically, the officer whose former title was ``Senior
Vice President, Chief Strategic Officer'' is now ``Chief Strategic
Officer''; the officer whose former title was ``Senior Vice President,
Chief Technology Officer'' is now ``Chief Technology Officer''; and the
officer whose title was formerly ``Senior Vice President, General
Counsel'' is now ``General Counsel''. The proposed amendment to the ICE
Bylaws would assure that the Designated Officers continue to be
identified as ``Senior

Officers'' of ICE and therefore eligible for indemnification under
Article X, Section 10.6 of the ICE Bylaws. The proposed rule change
would not extend the indemnification provisions of the ICE Bylaws to
any officers that were not historically indemnified nor would it alter
the scope of the indemnity provided.\4\
---------------------------------------------------------------------------

    \4\ The Exchange's affiliates the NYSE and NYSE Arca have also
submitted the same proposed rule filing in connection with the ICE
Bylaw amendment.
---------------------------------------------------------------------------

    Under the proposed amendment, Section 5.1 of the ICE Bylaws would
be amended to identify by title additional officers that the board of
directors may choose, specifically a Chief Strategic Officer, a Chief
Technology Officer and a General Counsel (the ``Designated Officers'').
Section 5.1 would also be amended to expand the definition of the term
``Senior Officer'' to include the Designated Officers and any other
officer designated a ``Senior Officer'' by the Board or the
Compensation Committee of the Board from time to time in its sole
discretion. The amendments also would provide that any employee deemed
an officer of the Corporation under Section 16 of the Exchange Act \5\
will be deemed a Senior Officer for purposes of the Bylaws.
---------------------------------------------------------------------------

    \5\ 15 U.S.C. 78p.
---------------------------------------------------------------------------

2. Statutory Basis
    The Exchange believes that this filing is consistent with Section
6(b) of the Exchange Act,\6\ in general, and Section 6(b)(5) of the
Exchange Act,\7\ in particular, because the proposed rule change
summarized herein would be consistent with and facilitate a governance
and regulatory structure that 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 regulating, clearing, settling, processing
information with respect to, and facilitating transactions in
securities, to remove impediments to, and perfect the mechanism of a
free and open market and a national market system and, in general, to
protect investors and the public interest. The clarification of the
right to indemnification will enhance the ability of the Designated
Officers to carry out their responsibilities as officers of ICE,
including their responsibilities under the Exchange Act.
---------------------------------------------------------------------------

    \6\ 15 U.S.C. 78f(b).
    \7\ 15 U.S.C. 78f(b)(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 that is not necessary or appropriate
in furtherance of the purposes of the Exchange Act. The proposed rule
change is not designed to address any competitive issue in the U.S. or
European securities markets or have any impact on competition in those
markets; rather, the clarification of the right to indemnification will
enhance the ability of the Designated Officers to carry out their
responsibilities as such, including their responsibilities under the
Exchange Act.

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

    No written comments were solicited or received with respect to the
proposed rule change.

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

    The Exchange has filed the proposed rule change pursuant to Section
19(b)(3)(A) of the Act \8\ and Rule 19b-4(f)(6) thereunder.\9\ Because
the foregoing proposed rule change does not: (i) Significantly affect
the protection of investors or the public interest; (ii) impose any
significant burden on competition; and (iii) become operative for 30
days from the date on which it was filed, or such shorter time as the
Commission may designate, it has become effective pursuant to Section
19(b)(3)(A) of the Act and Rule 19b-4(f)(6) thereunder.\10\
---------------------------------------------------------------------------

    \8\ 15 U.S.C. 78s(b)(3)(A).
    \9\ 17 CFR 240.19b-4(f)(6).
    \10\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii)
requires a self-regulatory organization to give the Commission
written notice of its intent to file the proposed rule change, along
with a brief description and the text of the proposed rule change,
at least five business days prior to the date of filing of the
proposed rule change, or such shorter time as designated by the
Commission. The Commission has waived the five-day prefiling
requirement in this case.
---------------------------------------------------------------------------

    A proposed rule change filed pursuant to Rule 19b-4(f)(6) under the
Act \11\ normally does not become operative for 30 days after the date
of its filing. However, Rule 19b-4(f)(6)(iii) \12\ permits the
Commission to designate a shorter time if such action is consistent
with the protection of investors and the public interest. The Exchange
has asked the Commission to waive the 30-day operative delay so that
the proposal may become operative immediately upon filing. The
Commission believes that waiving the 30-day operative delay is
consistent with the protection of investors and the public interest
because the clarification of the right to indemnification may enhance
the ability of the relevant officers of ICE to carry out their
responsibilities as such, including their responsibilities under the
Exchange Act, without delay. Therefore, the Commission hereby waives
the operative delay and designates the proposed rule change operative
upon filing.\13\
---------------------------------------------------------------------------

    \11\ 17 CFR 240.19b-4(f)(6).
    \12\ 17 CFR 240.19b-4(f)(6)(iii).
    \13\ For purposes only of waiving the 30-day operative delay,
the Commission has considered the proposed rule's impact on
efficiency, competition, and capital formation. See 15 U.S.C.
78c(f).
---------------------------------------------------------------------------

    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.

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-NYSEMKT-2014-107 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-NYSEMKT-2014-107. 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-NYSEMKT-2014-107, and should
be submitted on or before January 27, 2015.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\14\
---------------------------------------------------------------------------

    \14\ 17 CFR 200.30-3(a)(12).
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Brent J. Fields,
Secretary.
[FR Doc. 2014-30900 Filed 1-5-15; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register Volume 83, Number 79 (Tuesday, April 24, 2018)]
[Notices]
[Pages 17822-17823]
[FR Doc No: 2018-08481]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

[Docket No. CD18-5-000]

GenH, Inc.; Notice of Preliminary Determination of a Qualifying
Conduit Hydropower Facility and Soliciting Comments and Motions To
Intervene

    On April 12, 2018, GenH, Inc. filed a notice of intent to construct
a qualifying conduit hydropower facility, pursuant to section 30 of the
Federal Power Act (FPA), as amended by section 4 of the Hydropower
Regulatory Efficiency Act of 2013 (HREA). The proposed Mohawk Hydro
Station Project would have an installed capacity of up to 150 kilowatts
(kW), and would be located at an existing unnamed drop along the
Wellton-Mohawk Canal in Roll, Yuma County, Arizona.
    Applicant Contact: Robert Freda, 306 Bellevue St., Boston, MA
02132, Phone No.<PHONE_NUMBER>.
    FERC Contact: Christopher Chaney, Phone No.<PHONE_NUMBER>, email:
[email protected].
    Qualifying Conduit Hydropower Facility Description: The proposed
project would consist of: (1) Up to 10 15-kW Turgo turbine units with a
total installed capacity of up to 150 kW located at an unnamed drop
along the Wellton-Mohawk Canal; and (2) appurtenant facilities. The
proposed project would have an estimated annual generating capacity of
up to approximately 1,336,000 kilowatt-hours.
    A qualifying conduit hydropower facility is one that is determined
or deemed to meet all of the criteria shown in the table below.

      Table 1--Criteria for Qualifying Conduit Hydropower Facility
------------------------------------------------------------------------
      Statutory provision              Description       Satisfies (Y/N)
------------------------------------------------------------------------
FPA 30(a)(3)(A), as amended by   The conduit the                      Y
 HREA.                            facility uses is a
                                  tunnel, canal,
                                  pipeline, aqueduct,
                                  flume, ditch, or
                                  similar manmade water
                                  conveyance that is
                                  operated for the
                                  distribution of water
                                  for agricultural,
                                  municipal, or
                                  industrial
                                  consumption and not
                                  primarily for the
                                  generation of
                                  electricity..
FPA 30(a)(3)(C)(i), as amended   The facility is                      Y
 by HREA.                         constructed,
                                  operated, or
                                  maintained for the
                                  generation of
                                  electric power and
                                  uses for such
                                  generation only the
                                  hydroelectric
                                  potential of a non-
                                  federally owned
                                  conduit..
FPA 30(a)(3)(C)(ii), as amended  The facility has an                  Y
 by HREA.                         installed capacity
                                  that does not exceed
                                  5 megawatts..
FPA 30(a)(3)(C)(iii), as         On or before August 9,               Y
 amended by HREA.                 2013, the facility is
                                  not licensed, or
                                  exempted from the
                                  licensing
                                  requirements of Part
                                  I of the FPA..
------------------------------------------------------------------------

    Preliminary Determination: The proposed addition of the
hydroelectric project along the existing irrigation canal will not
alter its primary purpose. Therefore, based upon the above information
and criteria, Commission staff preliminarily determines that the
proposal satisfies the requirements for a qualifying conduit hydropower
facility, which is not required to be licensed or exempted from
licensing.
    Comments and Motions to Intervene: Deadline for filing comments
contesting whether the facility meets the qualifying criteria is 45
days from the issuance date of this notice.
    Deadline for filing motions to intervene is 30 days from the
issuance date of this notice.
    Anyone may submit comments or a motion to intervene in accordance
with the requirements of Rules of Practice and Procedure, 18 CFR
385.210 and 385.214. Any motions to intervene must be received on or
before the specified deadline date for the particular proceeding.
    Filing and Service of Responsive Documents: All filings must (1)
bear in all capital letters the COMMENTS CONTESTING QUALIFICATION FOR A
CONDUIT HYDROPOWER FACILITY or MOTION TO INTERVENE, as applicable; (2)
state in the heading the name of the applicant and the project number
of the application to which the filing responds; (3) state the name,
address, and telephone number of the person filing; and (4) otherwise
comply with the requirements of sections 385.2001 through 385.2005 of
the Commission's regulations.\1\ All comments contesting Commission
staff's preliminary determination that the facility meets the
qualifying criteria must set forth their evidentiary basis.
---------------------------------------------------------------------------

    \1\ 18 CFR 385.2001-2005 (2017).
---------------------------------------------------------------------------

    The Commission strongly encourages electronic filing. Please file
motions to intervene and comments using the Commission's eFiling system
at http://www.ferc.gov/docs-filing/efiling.asp. Commenters can submit
brief comments up to 6,000 characters, without prior registration,
using the eComment system at http://www.ferc.gov/docs-filing/ecomment.asp. You must include your name and contact information at the
end of your comments. For assistance, please contact FERC Online
Support at [email protected],<PHONE_NUMBER> (toll free), or
(202) 502-8659 (TTY). In lieu of electronic filing, please send a paper
copy to: Secretary, Federal Energy Regulatory Commission, 888 First
Street NE, Washington, DC 20426. A copy of all other filings in
reference to this application must be accompanied by proof of service
on all persons listed in the service list prepared by the Commission in
this proceeding, in accordance with 18 CFR 4.34(b) and 385.2010.
    Locations of Notice of Intent: Copies of the notice of intent can
be obtained directly from the applicant or such copies can be viewed
and reproduced at the Commission in its Public Reference Room, Room 2A,
888 First Street NE, Washington, DC 20426. The filing may also be
viewed on the web at http://www.ferc.gov/docs-filing/elibrary.asp

using the eLibrary link. Enter the docket number (i.e., CD18-5) in the
docket number field to access the document. For assistance, call toll-
free 1-866-208-3676 or email [email protected]. For TTY, call
(202) 502-8659.

    Dated: April 17, 2018.
Kimberly D. Bose,
Secretary.
[FR Doc. 2018-08481 Filed 4-23-18; 8:45 am]
BILLING CODE 6717-01-P