[Federal Register Volume 82, Number 155 (Monday, August 14, 2017)]
[Notices]
[Pages 37971-37973]
[FR Doc No: 2017-17047]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-81342; File No. SR-GEMX-2017-31]

Self-Regulatory Organizations; Nasdaq GEMX, LLC; Notice of Filing
and Immediate Effectiveness of Proposed Rule Change To Amend GEMX's
Schedule of Fees With Respect to the Options Regulatory Fee

August 8, 2017.
    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 July 26, 2017, Nasdaq GEMX, LLC (``GEMX'' 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 the Exchange. The Commission is
publishing this notice to solicit comments on the proposed rule change
from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

    The Exchange proposes to revise GEMX's Schedule of Fees to: (i)
More closely reflect the manner in which GEMX assesses and collects its
ORF; and (ii) remove rule text related to the timing when the Exchange
may increase or decrease the amount of the ORF.
    The text of the proposed rule change is available on the Exchange's
Web site at www.ise.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 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 the
Statutory Basis for, the Proposed Rule Change

1. Purpose
    GEMX initially filed to establish its ORF in 2013.\3\ At this time,
the Exchange proposes to: (i) More closely reflect the manner in which
GEMX assesses and collects its ORF; and (ii) remove rule text related
to the timing when the Exchange may increase or decrease the amount of
its ORF.
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    \3\ See Securities Exchange Act Release Nos. 70200 (August 14,
2013), 74 FR 51242 (August 20, 2013) (SR-Topaz-2013-01) (Notice of
Filing and Immediate Effectiveness of Proposed Rule Change to
Establish the Schedule of Fees).
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    The Exchange supports a common approach for the assessment and
collection of ORF among the various options exchanges that assess such
a fee. Furthermore, the Exchange supports guidance from the Commission
regarding regulatory cost structures to ensure equal knowledge and
treatment among options markets assessing ORF.
Proposal 1--Reflect the Manner in Which GEMX Assesses and Collects Its
ORF
    Currently, GEMX assesses an ORF of $0.0010 per contract side. This
proposed rule change does not seek to amend the amount of the ORF.
Currently, GEMX assesses its ORF for each customer option transaction
that is either: (1) Executed by a member on GEMX; or (2) cleared by a
GEMX member at The Options Clearing Corporation (``OCC'') in the
customer range,\4\ even if the transaction was executed by a non-member
of GEMX, regardless of the exchange on which the transaction occurs.\5\
If the OCC clearing member is a GEMX member, ORF is assessed and
collected on all cleared customer contracts (after adjustment for CMTA
\6\); and (2) if the OCC clearing member is not a GEMX member, ORF is
collected only on the cleared customer contracts executed at GEMX,
taking into account any CMTA instructions which may result in
collecting the ORF from a non-member.
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    \4\ Members must record the appropriate account origin code on
all orders at the time of entry in order. The Exchange represents
that it has surveillances in place to verify that members mark
orders with the correct account origin code.
    \5\ The Exchange uses reports from OCC when assessing and
collecting the ORF.
    \6\ CMTA or Clearing Member Trade Assignment is a form of
``give-up'' whereby the position will be assigned to a specific
clearing firm at OCC.
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    By way of example, if Broker A, a GEMX member, routes a customer
order to CBOE and the transaction executes on CBOE and clears in Broker
A's OCC Clearing account, ORF will be collected by GEMX from Broker A's
clearing account at OCC via direct debit. While this transaction was
executed on a market other than GEMX, it was cleared by a GEMX member
in the member's OCC clearing account in the customer range, therefore
there is a regulatory nexus between GEMX and the transaction. If Broker
A was not a GEMX member, then no ORF should be assessed and collected
because there is no nexus; the transaction did not execute on GEMX nor
was it cleared by a GEMX member.
    In the case where a member both executes a transaction and clears
the transaction, the ORF is assessed to and collected from the member
only. In the case where a member executes a transaction and a different
member clears the transaction, the ORF is assessed to and collected
from the member who clears the transaction and not the member who
executes the transaction. In the case where a non-member executes a
transaction at an away market and a member clears the transaction, the
ORF is assessed to and collected from the member who clears the
transaction. In the case where a member executes a transaction on GEMX
and a non-member clears the transaction, the ORF is assessed to the
member that executed the transaction and collected from the non-member
who cleared the transaction. In the case where a member executes a
transaction at an away market and a non-member clears the transaction,
the ORF is not assessed to the member who executed the transaction or
collected from the non-member who cleared the transaction because the
Exchange does not have access to the data to make absolutely certain
that ORF should apply. Further, the data does not allow the Exchange to
identify the member executing the trade at an away market.
ORF Revenue and Monitoring of ORF
    The Exchange monitors the amount of revenue collected from the ORF
to ensure that it, in combination with other regulatory fees and fines,
does not exceed regulatory costs. In determining whether an expense is
considered a regulatory cost, the Exchange reviews all costs and makes
determinations if there is a nexus between the expense

and a regulatory function. The Exchange notes that fines collected by
the Exchange in connection with a disciplinary manner offset ORF.
    The ORF is designed to recover a material portion of the costs to
the Exchange of the supervision and regulation of its members,
including performing routine surveillances, investigations,
examinations, financial monitoring, and policy, rulemaking,
interpretive, and enforcement activities.
    The Exchange believes that revenue generated from the ORF, when
combined with all of the Exchange's other regulatory fees, will cover a
material portion, but not all, of the Exchange's regulatory costs. The
Exchange will continue to monitor the amount of revenue collected from
the ORF to ensure that it, in combination with its other regulatory
fees and fines, does not exceed regulatory costs. If the Exchange
determines regulatory revenues exceed regulatory costs, the Exchange
will adjust the ORF by submitting a fee change filing to the
Commission.
    Finally, the Exchange notes that it is amending GEMX's Schedule of
Fees to remove certain rule text and include new rule text to make
clear the manner in which ORF is assessed and collected on GEMX.
Proposal 2--Semi-Annual Changes to ORF
    The Exchange's current ORF rule text provides that, ``The Exchange
may only increase or decrease the Options Regulatory Fee semi-annually,
and any such fee change will be effective on the first business day of
February or August.'' The Exchange is proposing to eliminate the
requirement that its ORF may be only increased or decreased semi-
annually because the Exchange believes it requires the flexibility to
amend its ORF as needed to meet its regulatory requirements and adjust
its ORF to account for the regulatory revenue that it receives and the
costs that it incurs. While the Exchange is eliminating the requirement
to adjust only semi-annually, it will continue to submit a rule
proposal with the Commission for each modification to the ORF and
notify participants via an Options Trader Alert of any proposed change
in the amount of the fee at least thirty (30) calendar days prior to
the effective date. The Exchange believes that the prior notification
to market participants will provide guidance on the timing of any
changes to the ORF and ensure market participants are prepared to
configure their systems to properly account for the ORF.
    The Exchange also notes it now issues Options Trader Alerts instead
of circulars to provide notification to members. The Exchange is
amending the rule text to reflect this change.
2. Statutory Basis
    The Exchange believes that its proposal is consistent with Section
6(b) of the Act \7\ in general, and furthers the objectives of Sections
6(b)(4) and 6(b)(5) of the Act \8\ 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 its facility and is
not designed to permit unfair discrimination between customers,
issuers, brokers, or dealers.
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    \7\ 15 U.S.C. 78f(b).
    \8\ 15 U.S.C. 78f(b)(4) and (5).
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    The Exchange believes the proposed clarifications in the Fee
Schedule to the ORF further the objectives of Section 6(b)(4) of the
Act and are equitable and reasonable since they expressly describe the
Exchange's existing practices regarding the manner in which the
Exchange assesses and collects its ORF.
Proposal 1--Reflect the Manner in Which GEMX Assesses and Collects Its
ORF
    The Exchange believes it is reasonable and appropriate for the
Exchange to charge the ORF for options transactions regardless of the
exchange on which the transactions occur. The Exchange has a statutory
obligation to enforce compliance by members and their associated
persons under the Act and the rules of the Exchange and to surveil for
other manipulative conduct by market participants (including non-
members) trading on the Exchange. The Exchange cannot effectively
surveil for such conduct without looking at and evaluating activity
across all options markets. Many of the Exchange's market surveillance
programs require the Exchange to look at and evaluate activity across
all options markets, such as surveillance for position limit
violations, manipulation, front-running and contrary exercise advice
violations/expiring exercise declarations. The Exchange, because it
lacks access to information on the identity of the entering firm for
executions that occur on away markets, believes it is appropriate to
assess the ORF on its member's clearing activity, based on information
the Exchange receives from OCC, including for away market activity.
Among other reasons, doing so better and more accurately captures
activity that occurs away from the Exchange over which the Exchange has
a degree of regulatory responsibility. In so doing, the Exchange
believes that assessing ORF on member clearing firms in certain
instances equitably distributes the collection of ORF in a fair and
reasonable manner. Also, the Exchange and the other options exchanges
are required to populate a consolidated options audit trail (``COATS'')
\9\ system in order to surveil a member's activities across
markets.\10\
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    \9\ COATS effectively enhances intermarket options surveillance
by enabling the options exchanges to reconstruct the market promptly
to effectively surveil certain rules.
    \10\ In addition to its own surveillance programs, the Exchange
works with other SROs and exchanges on intermarket surveillance
related issues. Through its participation in the Intermarket
Surveillance Group (``ISG''), the Exchange shares information and
coordinates inquiries and investigations with other exchanges
designed to address potential intermarket manipulation and trading
abuses. The Exchange's participation in ISG helps it to satisfy the
requirement that it has coordinated surveillance with markets on
which security futures are traded and markets on which any security
underlying security futures are traded to detect manipulation and
insider trading. See Section 6(h)(3)(I) of the Act. ISG is an
industry organization formed in 1983 to coordinate intermarket
surveillance among the SROs by co-operatively sharing regulatory
information pursuant to a written agreement between the parties. The
goal of the ISG's information sharing is to coordinate regulatory
efforts to address potential intermarket trading abuses and
manipulations.
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    The Exchange believes that assessing the ORF to each Exchange
member for options transactions cleared by OCC in the customer range
where the execution occurs on another exchange and is cleared by a GEMX
member is an equitable allocation of reasonable dues, fees, and other
charges among its members and issuers and other persons using its
facilities. The ORF is collected by OCC on behalf of GEMX from Exchange
clearing members for all customer transactions they clear or from non-
members for all customer transactions they clear that were executed on
GEMX. The Exchange believes that this collection practice is reasonable
and appropriate because higher fees are assessed to those members that
require more Exchange regulatory services based on the amount of
customer options business they conduct.
    Regulating customer trading activity is more labor intensive and
requires greater expenditure of human and technical resources than
regulating non-customer trading activity, which tends to be more
automated and less labor intensive. As a result, the costs associated
with administering the customer component of the Exchange's overall
regulatory program are anticipated to be typically higher than the
costs associated with administering the non-customer component of its

regulatory program. The Exchange proposes assessing higher fees to
those members that will require more Exchange regulatory services based
on the amount of customer options business they conduct. Additionally,
the dues and fees paid by members go into the general funds of the
Exchange, a portion of which is used to help pay the costs of
regulation. The Exchange has in place a regulatory structure to
surveil, conduct examinations and monitor the marketplace for
violations of Exchange Rules. The ORF assists the Exchange to fund the
cost of this regulation of the marketplace.
Proposal 2--Semi-Annual Changes to ORF
    The Exchange believes that the proposed rule change to remove the
limit to amend the ORF only semi-annually, with advance notice, is
reasonable because the Exchange will continue to provide market
participants with thirty (30) days advance notice of amending the
amount of the ORF. Also, the Exchange is required to monitor the amount
of revenue collected from the ORF to ensure that it, in combination
with its other regulatory fees and fines, do not exceed regulatory
costs. Therefore, the Exchange believes it is reasonable to remove the
semi-annual limit to amend its ORF in order to permit the Exchange to
make amendments to its ORF as necessary to comply with the Exchange's
obligations. This proposed change would conform this rule with that of
NASDAQ PHLX LLC (``Phlx''), The NASDAQ Options Market LLC (``NOM'') and
NASDAQ BX, Inc. (``BX'').\11\
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    \11\ See Phlx's Pricing Schedule and NOM and BX Rules at Chapter
XV, Sections 5.
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    The Exchange believes that the proposed rule change to remove the
limit to amend the ORF only semi-annually, with advance notice, is
equitable and not unfairly discriminatory because it will apply in the
same manner to all members that are subject to the ORF. The Exchange
has in place a regulatory structure to surveil for, conduct
examinations and monitor the marketplace for violations of Exchange
Rules. The ORF assists the Exchange to fund the cost of this regulation
of the marketplace.

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

    The Exchange does not believe that the proposed rule change will
impose any burden on competition not necessary or appropriate in
furtherance of the purposes of the Act. The ORF is not intended to have
any impact on competition. Rather, it is designed to enable the
Exchange to recover a material portion of the Exchange's cost related
to its regulatory activities. The Exchange is obligated to ensure that
the amount of regulatory revenue collected from the ORF, in combination
with its other regulatory fees and fines, does not exceed regulatory
costs.

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.\12\ At any time within 60 days of the
filing of the proposed rule change, the Commission summarily may
temporarily suspend such rule change if it appears to the Commission
that such action is: (i) Necessary or appropriate in the public
interest; (ii) for the protection of investors; or (iii) otherwise in
furtherance of the purposes of the Act. If the Commission takes such
action, the Commission shall institute proceedings to determine whether
the proposed rule should be approved or disapproved.
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    \12\ 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 No. SR-GEMX-2017-31 on the subject line.

Paper Comments

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

All submissions should refer to File No. SR-GEMX-2017-31. 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 No. SR-GEMX-2017-31, and should be
submitted on or before September 5, 2017.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\13\
Eduardo A. Aleman,
Assistant Secretary.
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    \13\ 17 CFR 200.30-3(a)(12).
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[FR Doc. 2017-17047 Filed 8-11-17; 8:45 am]
 BILLING CODE 8011-01-P


[Federal Register Volume 76, Number 120 (Wednesday, June 22, 2011)]
[Notices]
[Pages 36584-36585]
[FR Doc No: 2011-15552]

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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 29694; File No. 812-13843]

Highmark Funds and Highmark Capital Management, Inc.

June 16, 2011.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice of an application under section 6(c) of the Investment
Company Act of 1940 (``Act'') for an exemption from rule 12d1-2(a)
under the Act.

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Summary of Application: Applicants request an order to permit open-end
management investment companies relying on rule 12d1-2 under the Act to
invest in certain financial instruments.

APPLICANTS: HighMark Funds (``Trust'') and HighMark Capital Management,
Inc. (``HCM,'' and together with the Trust, ``Applicants'').

Filing Dates: The application was filed on November 10, 2010, and
amended on April 29, 2011.

Hearing or Notification of Hearing: An order granting the application
will be issued unless the Commission orders a hearing. Interested
persons may request a hearing by writing to the Commission's Secretary
and serving applicants with a copy of the request, personally or by
mail. Hearing requests should be received by the Commission by 5:30
p.m. on July 11, 2011 and should be accompanied by proof of service on
applicants, in the form of an affidavit or, for lawyers, a certificate
of service. Hearing requests should state the nature of the writer's
interest, the reason for the request, and the issues contested. Persons
who wish to be notified of a hearing may request notification by
writing to the Commission's Secretary.

ADDRESSES: Secretary, Securities and Exchange Commission, 100 F Street,
NE., Washington, DC 20549-1090; Applicants: c\o Gregory C. Davis, esq.,
Ropes & Gray LLP, Three Embarcadero Center, San Francisco, California
94111-4006.

FOR FURTHER INFORMATION CONTACT: Emerson S. Davis, Senior Counsel, at
(202) 551-6868, or Janet M. Grossnickle, Assistant Director, at (202)
551-6821 (Division of Investment Management, Office of Investment
Company Regulation).

SUPPLEMENTARY INFORMATION: The following is a summary of the
application. The complete application may be obtained via the
Commission's Web site by searching for the file number, or an applicant
using the Company name box, at http://www.sec.gov/search/search.htm or
by calling<PHONE_NUMBER>.

Applicants' Representations

    1. The Trust is organized as a Massachusetts business trust and is
registered with the Commission as an open-end management investment
company. HCM, a California corporation and wholly-owned subsidiary of
Union Bank, N.A, is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended.
    2. Applicants request the exemption to the extent necessary to
permit any existing or future series of the Trust and any other
registered open-end management investment company that is advised by
HCM or any person controlling, controlled by or under common control
with HCM (any such adviser or HCM, an ``Adviser'') that invests in
other registered open-end management investment companies (``Underlying
Funds'') in reliance on section 12(d)(1)(G) of the Act and rule 12d1-2
under the Act, and which is also eligible to invest in securities (as
defined in section 2(a)(36) of the Act) in reliance on rule 12d1-2
under the Act (each a ``Fund of Funds''), to also invest, to the extent
consistent with its investment objective, policies, strategies and
limitations, in financial instruments that may not be securities within
the meaning of section 2(a)(36) of the Act (``Other Investments'').\1\
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    \1\ Every existing entity that currently intends to rely on the
requested order is named as an applicant. Any existing or future
entity that relies on the order in the future will do so only in
accordance with the terms and conditions in the application.
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    3. Consistent with its fiduciary obligations under the Act, each
Fund of Funds' board of trustees or directors will review the advisory
fees charged by the Fund of Funds' investment adviser to ensure that
they are based on services provided that are in addition to, rather
than duplicative of, services provided pursuant to the advisory
agreement of any investment company in which the Fund of Funds may
invest.

Applicants' Legal Analysis

    1. Section 12(d)(1)(A) of the Act provides that no registered
investment company (``acquiring company'') may acquire securities of
another investment company (``acquired company'') if such securities
represent more than 3% of the acquired company's outstanding voting
stock or more than 5% of the acquiring company's total assets, or if
such securities, together with the securities of other investment
companies, represent more than 10% of the acquiring company's total
assets. Section 12(d)(1)(B) of the Act provides that no registered
open-end investment company may sell its securities to another
investment company if the sale will cause the acquiring company to own
more than 3% of the acquired company's voting stock, or cause more than
10% of the acquired company's voting stock to be owned by investment
companies and companies controlled by them.
    2. Section 12(d)(1)(G) of the Act provides that section 12(d)(1)
will not apply to securities of an acquired company purchased by an
acquiring company if: (a) The acquired company and acquiring company
are part of the same group of investment companies; (b) the acquiring
company holds only securities of acquired companies that are part of
the same group of investment companies, government securities, and
short-term paper; (c) the aggregate sales loads and distribution-
related fees of the acquiring company and the acquired company are not
excessive under rules adopted pursuant to section 22(b) or section
22(c) of the Act by a securities association registered under section
15A of the Securities Exchange Act of 1934 or by the Commission; and
(d) the acquired company has a policy that prohibits it from acquiring
securities of registered open-end investment companies or registered
unit investment trusts in reliance on section 12(d)(1)(F) or (G) of the
Act.
    3. Rule 12d1-2 under the Act permits a registered open-end
investment company or a registered unit investment trust that relies on
section 12(d)(1)(G) of the Act to acquire, in addition to securities
issued by another registered investment company in the same group of
investment companies, government securities, and short-term paper: (a)
Securities issued by an investment company that is not in the same
group of investment companies, when the acquisition is in reliance on
section 12(d)(1)(A) or 12(d)(1)(F) of the Act; (b) securities (other
than securities issued by an investment company); and (c) securities
issued by a money market fund, when the acquisition is in reliance on
rule 12d1-1 under the Act. For the purposes of rule 12d1-2,
``securities'' means any security as defined in section 2(a)(36) of the
Act.
    4. Section 6(c) of the Act provides that the Commission may exempt
any person, security, or transaction from any provision of the Act, or
from any rule under the Act, if such exemption is necessary or
appropriate in the public interest and consistent with the protection
of investors and the purposes fairly intended by the policy and
provisions of the Act.
    5. Applicants state that the proposed arrangement would comply with
the provisions of rule 12d1-2 under the Act, but for the fact that the
Funds of Funds may invest a portion of their assets in Other
Investments. Applicants request an order under section 6(c) of the Act
for an exemption from rule 12d1-2(a) to allow the Fund of Funds to
invest in Other Investments. Applicants assert that permitting the
Funds of Funds to invest in Other Investments as described in the
application would not raise any of the concerns that the requirements
of section 12(d)(1) were designed to address.

Applicants' Condition

    Applicants agree that the order granting the requested relief will
be subject to the following condition:
    Applicants will comply with all provisions of rule 12d1-2 under the
Act, except for paragraph (a)(2) to the extent that it restricts any
Fund of Funds from investing in Other Investments as described in the
application.

    For the Commission, by the Division of Investment Management,
under delegated authority.
Cathy H. Ahn,
 Deputy Secretary.
[FR Doc. 2011-15552 Filed 6-21-11; 8:45 am]
BILLING CODE 8011-01-P