[Federal Register Volume 88, Number 72 (Friday, April 14, 2023)]
[Notices]
[Pages 23030-23031]
[FR Doc No: 2023-07916]

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ENVIRONMENTAL PROTECTION AGENCY

[FRL-10895-01-OAR]

Announcing Upcoming Meeting of Mobile Sources Technical Review
Subcommittee

AGENCY: Environmental Protection Agency (EPA).

ACTION: Notice.

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SUMMARY: Pursuant to the Federal Advisory Committee Act, the
Environmental Protection Agency (EPA) announces an upcoming meeting of
the Mobile Sources Technical Review Subcommittee (MSTRS), which is a
subcommittee under the Clean Air Act Advisory Committee (CAAAC). This
is a hybrid (both in-person and virtual) meeting and open to the
public. The meeting will include discussion of current topics and
presentations about activities being conducted by EPA's Office of
Transportation and Air Quality. MSTRS listserv subscribers will

receive notification when the agenda is available on the Subcommittee
website. To subscribe to the MSTRS listserv, send an email to
[email protected].

DATES: EPA will hold a hybrid (both in-person and virtual) public
meeting on Thursday, May 11, 2023 from 10:00 a.m. to 4:30 p.m. Eastern
Daylight Time (EDT). Registration for in-person participants begins at
9:30 a.m. Please monitor the website https://www.epa.gov/caaac/mobile-sources-technical-review-subcommittee-mstrs-caaac for any changes to
meeting logistics. The final meeting agenda will be posted on the
website.

ADDRESSES: The meeting is currently scheduled to be held virtually and
at EPA's National Vehicle and Fuel Emissions Laboratory, 2565 Plymouth
Rd., Ann Arbor, MI 48105. However, this date and location are subject
to change and interested parties should monitor the Subcommittee
website (above) for the latest logistical information. For information
on the public meeting or to register to attend, please contact
[email protected].

FOR FURTHER INFORMATION CONTACT: Further information concerning this
public meeting and general information concerning the MSTRS can be
found at: https://www.epa.gov/caaac/mobile-sources-technical-review-subcommittee-mstrs-caaac. Other MSTRS inquiries can be directed to
Jessica Mroz, the Designated Federal Officer for MSTRS, Office of
Transportation and Air Quality, at<PHONE_NUMBER> or
[email protected].

SUPPLEMENTARY INFORMATION: During the meeting, the Subcommittee may
also hear progress reports from its workgroups as well as updates and
announcements on Office of Transportation and Air Quality activities of
general interest to attendees.
    Participation in hyrbid public meetings. The hybrid (both in-person
and virtual) public meeting will provide interested parties the
opportunity to participate in this Federal Advisory Committee meeting.
    For individuals with disabilities: For information on access or
services for individuals with disabilities, please email [email protected].
To request accommodate of a disability, please email [email protected],
preferably at least 10 business days prior to the meeting, to give EPA
as much time as possible to process your request.
    EPA is asking all meeting attendees, even those who do not intend
to speak, to register for the meeting by sending an email to the
address listed in the FOR FURTHER INFORMATION CONTACT section above, by
Thursday, April 27, 2023. This will help EPA ensure that sufficient
participation capacity will be available.
    Please note that any updates made to any aspect of the meeting
logistics, including potential additional sessions, will be posted
online at https://www.epa.gov/caaac/mobile-sources-technical-review-subcommittee-mstrs-caaac. While EPA expects the meeting to go forward
as set forth above, please monitor the website for any updates.

Jessica Mroz,
Designated Federal Officer, Mobile Source Technical Review
Subcommittee, Office of Transportation and Air Quality.
[FR Doc. 2023-07916 Filed 4-13-23; 8:45 am]
BILLING CODE 6560-50-P


[Federal Register: May 20, 2009 (Volume 74, Number 96)]
[Notices]
[Page 23761-23764]
[DOCID:fr20my09-96]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-59907 File No. SR-NASDAQ-2009-042]

Self-Regulatory Organizations; The NASDAQ Stock Market LLC;
Notice of Filing of Proposed Rule Change To Amend Its Limited Liability
Agreement

May 12, 2009.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act'' or ``Exchange Act'') \1\ and Rule 19b-4 thereunder,\2\ notice
is hereby given that, on April 29, 2009, The NASDAQ Stock Market LLC
(``NASDAQ Exchange'' or ``Exchange'') filed with the Securities and
Exchange Commission (``Commission'') the proposed rule change as
described in Items I, II, and III below, which Items have been prepared
by the Exchange. The 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 NASDAQ Exchange is filing this proposed rule change with regard
to proposed changes to its Limited Liability Company Agreement (the
``Agreement'').\3\ The proposed rule change will be implemented as soon
as practicable following approval by the Commission. The text of the
proposed rule change is available at http://www.cchwallstreet.com/
nasdaq, at the NASDAQ Exchange's principal office, and at the
Commission's Public Reference Room.
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    \3\ The Agreement includes and incorporates an exhibit
designated as the By-Laws of the NASDAQ Exchange (the ``By-Laws'').
Under applicable Delaware law, the By-Laws are considered part of
the Agreement.
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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 NASDAQ 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 those statements may be examined at the places
specified in Item IV below. The NASDAQ 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
    On July 24, 2008, NASDAQ OMX acquired the Philadelphia Stock
Exchange, Inc. (renamed NASDAQ OMX PHLX, Inc. (``PHLX'')), and on
August 29, 2008, NASDAQ OMX acquired the Boston Stock Exchange,
Incorporated (renamed NASDAQ OMX BX, Inc. (``BX'')). Following those
acquisitions, the NASDAQ Exchange, PHLX, and BX have been evaluating
means to realize synergies in the operations of these three exchanges
while maintaining the separate identity and member representation
structures of each.
    In making this evaluation, the NASDAQ Exchange and its sister
exchanges have given consideration to the experiences of their
respective boards and have reviewed the governance documents of other
exchanges. In particular, the NASDAQ Exchange and the other exchanges
have reviewed the board structures established by NYSE Euronext and its
exchange subsidiaries. In Securities Exchange Act Release No. 55293,\4\
the Commission approved a structure in which certain committees of the
board of directors of NYSE Euronext, the public holding company,
perform functions for exchange subsidiaries, which do not themselves
have these committees. Specifically, the Commission's approval order
states that ``the NYSE Euronext board of directors will have an audit
committee, a human resource and compensation committee, and a
nominating and governance committee. Each of the audit committee, human
resource and compensation committee, and nominating and governance
committee of the NYSE Euronext board of directors will consist solely
of directors meeting the independence requirements of NYSE Euronext.
These committees also will perform relevant functions for NYSE
Group,\5\ the Exchange,\6\ NYSE Market,\7\ NYSE Regulation,\8\
Archipelago,\9\ NYSE Arca,\10\ and NYSE Arca Equities,\11\ as well as
other subsidiaries of NYSE Euronext, except that the board of directors
of NYSE Regulation will continue to have its own compensation committee
and nominating and governance committee.''
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    \4\ Securities Exchange Act Release No. 55293 (February 14,
2007), 72 FR 8033 (February 22, 2007) (SR-NYSE-2006-120).
    \5\ NYSE Group, Inc., the former public holding company of NYSE
Euronext's U.S. exchanges.
    \6\ New York Stock Exchange LLC (``NYSE''), a registered
national securities exchange.
    \7\ NYSE Market, Inc., a subsidiary of NYSE to which it has
delegated certain operational authority.
    \8\ NYSE Regulation, Inc., a subsidiary of NYSE to which it has
delegated certain operational authority.
    \9\ Archipelago Holdings, Inc., formerly the public holding
company of the entities now known as NYSE Arca, Inc. and NYSE Arca
Equities, Inc.
    \10\ NYSE Arca, Inc., a registered national securities exchange.
    \11\ NYSE Arca Equities, Inc., a subsidiary of NYSE Arca to
which it has delegated certain operational authority.
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    The NASDAQ Exchange and the other exchanges owned by NASDAQ OMX
have also considered the experience of the NASDAQ Exchange in operating
as a subsidiary of a public company since 2006. During the period, the
board of each of the NASDAQ Exchange and its parent corporation
(currently NASDAQ OMX, and formerly The Nasdaq Stock Market, Inc.) has
appointed its own audit committee and management compensation
committee. However, these committees at the NASDAQ Exchange level have
generally found themselves duplicating the work of other committees at
the exchange or holding company level. The NASDAQ OMX audit committee
has broad authority to review the financial information that will be
provided to shareholders and others, systems of internal controls, and
audit, financial reporting and legal and compliance processes. Because
NASDAQ OMX's financial statements are prepared on a consolidated basis
that includes the financial results of NASDAQ OMX's subsidiaries,
including the NASDAQ Exchange and the other exchange subsidiaries, the
NASDAQ OMX audit committee's purview necessarily includes these
subsidiaries. The committee is composed of four or five directors, all
of whom must be independent under the standards established by Section
10A(m) of the Act \12\ and Rule 4200(a) of the NASDAQ Exchange. All
committee members must be able to read and understand financial
statements, and at least one member must have past employment
experience in finance or accounting, requisite professional
certification in accounting,

or any other comparable experience or background that results in the
individual's financial sophistication.
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    \12\ 15 U.S.C. 78j-1(m).
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    By contrast, the audit committee of the NASDAQ Exchange has a more
limited role, focused solely on the exchange entity and its
subsidiaries that operate as facilities of the NASDAQ Exchange. As
described in the current By-Laws, the primary functions of the audit
committee are (i) oversight over financial reporting, (ii) oversight
over the systems of internal controls established by management and the
Board and the legal and compliance process, (iii) selection and
evaluation of independent auditors, and (iv) direction and oversight of
the internal audit function. However, to the extent that the committee
reviews financial and accounting matters, its activities are
duplicative of the activities of the NASDAQ OMX audit committee, which
is also charged with providing oversight over financial reporting and
independent auditor selection for NASDAQ OMX and all of its
subsidiaries, including the NASDAQ Exchange, BX, and PHLX and their
subsidiaries. Similarly, the NASDAQ OMX audit committee has general
responsibility for oversight over internal controls and direction and
oversight over the internal audit function for NASDAQ OMX and all of
its subsidiaries. Thus, the responsibilities of the exchanges' audit
committees are fully duplicated by the responsibilities of the NASDAQ
OMX audit committee. Accordingly, the NASDAQ Exchange is proposing to
allow the elimination of its audit committee by amending Article III,
Section 5 of the By-Laws.\13\
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    \13\ Similarly, BX is proposing elimination of its audit
committee (SR-BX-2009-021 (April 29, 2009)). PHLX expects to file a
similar proposed rule change in the near future.
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    The NASDAQ Exchange believes, however, that even in light of the
NASDAQ OMX audit committee's overall responsibilities for internal
controls and the internal audit function, it is nevertheless important
for the NASDAQ Exchange Board to maintain its own independent oversight
over the NASDAQ Exchange's controls and internal audit matters relating
to the NASDAQ Exchange's operations. In this regard, the NASDAQ
Exchange notes that its regulatory oversight committee currently has
broad authority to oversee the adequacy and effectiveness of the NASDAQ
Exchange's regulatory and self-regulatory organization
responsibilities, and is therefore able to maintain oversight over
controls in tandem with the NASDAQ OMX audit committee's overall
control oversight responsibilities. Similarly, it is already the
practice of NASDAQ OMX's Internal Audit Department
(``Department''),\14\ which performs internal audit functions for all
NASDAQ OMX subsidiaries, to report to the NASDAQ Exchange regulatory
oversight committee on all internal audit matters relating to the
NASDAQ Exchange. This practice will be formally reflected in the
Department's written procedures. In addition, to ensure that the NASDAQ
Exchange Board retains authority to direct the Department's activities
with respect to the NASDAQ Exchange, the Department's written
procedures will be amended to stipulate that the NASDAQ Exchange
regulatory oversight committee may, at any time, direct the Department
to conduct an audit of a matter of concern to it and report the results
of the audit both to the NASDAQ Exchange regulatory oversight committee
and the NASDAQ OMX audit committee.
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    \14\ See e-mail from John Yetter, Vice President and Deputy
General Counsel, NASDAQ OMX Group, Inc., to Christopher W. Chow,
Special Counsel, Commission, dated May 5, 2009.
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    The NASDAQ Exchange also proposes to amend Section 4.13 of the By-
Laws in order to follow the NYSE Euronext model with respect to
allowing the elimination of its compensation committee and the
performance of its function by the NASDAQ OMX compensation committee
and/or subsidiary boards. The NASDAQ OMX By-Laws provide that its
compensation committee considers and recommends compensation policies,
programs, and practices for employees of NASDAQ OMX. Because many
employees performing work for the NASDAQ Exchange are also employees of
NASDAQ OMX, its compensation committee already performs these functions
for such employees. Moreover, certain of its senior officers are also
officers of NASDAQ OMX and other NASDAQ OMX subsidiaries because their
responsibilities relate to multiple entities within the NASDAQ OMX
corporate structure. Accordingly, NASDAQ OMX pays these individuals and
establishes compensation policy for them. Most notably, the Chief
Executive Officer of the NASDAQ Exchange is also an ``executive
officer'' of NASDAQ OMX within the meaning of NASDAQ Exchange Rule
4350. Under that rule, the compensation of executive officers of an
issuer of securities, such as the common stock of NASDAQ OMX, that is
listed on the NASDAQ Exchange, must be determined by, or recommended to
the board of directors for determination by, a majority of independent
directors or a compensation committee comprised solely of independent
directors. Accordingly, the NASDAQ OMX board of directors and/or its
compensation committee is legally required to establish the
compensation for this individual.
    To the extent that policies, programs, and practices must also be
established for any NASDAQ Exchange officers or employees who are not
also NASDAQ OMX officers or employees, the NASDAQ Exchange Board will
perform such actions without the use of a compensation committee (but
subject to the recusal of Staff Directors).\15\ Moreover, as already
provided in the Agreement, the regulatory oversight committee of the BX
Board must be informed about the compensation and promotion or
termination of the BX chief regulatory officer and the reasons
therefor, to allow it to provide oversight over decisions affecting
this key officer.
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    \15\ Staff Directors are directors of the NASDAQ Exchange that
are also serving as officers. Since the NASDAQ Exchange Board would
not be responsible for setting the compensation of any Staff
Directors who are also officers of NASDAQ OMX, they would be
permitted to participate in discussions concerning compensation of
NASDAQ Exchange employees, but would recuse themselves from a vote
on the subject to allow the determination to be made by directors
that are not officers or employees of the NASDAQ Exchange. If a
Staff Director was not also an employee of NASDAQ OMX, that Staff
Director would also absent himself or herself from any deliberations
regarding his or her compensation.
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    The NASDAQ Exchange is also proposing to amend Article III, Section
6 to allow the NASDAQ Exchange Board to eliminate its arbitration and
mediation committee, provided that, as is currently the case, the
NASDAQ Exchange's arbitration and mediation program is operated by the
Financial Industry Regulatory Authority (``FINRA'') in accordance with
FINRA rules pursuant to a regulatory services agreement.\16\ As
provided in the Agreement, the arbitration and mediation committee is
to advise the Board on the development and maintenance of an equitable
and efficient system of dispute resolution that will equally serve the
needs of

public investors and NASDAQ Exchange members, to monitor rules and
procedures governing the conduct of dispute resolution, and to have
such other powers and authority as are necessary to effectuate the
purposes of the NASDAQ Exchange rules. However, because the NASDAQ
Exchange's arbitration and mediation program is operated by FINRA in
accordance with FINRA rules, there is no meaningful role for a
committee to advise the Board with respect to the operation of the
program or the development of rules, nor have the NASDAQ Exchange rules
provided the committee with any specific administrative power or
authority. Rather, any information needed by the Board or NASDAQ
Exchange staff to evaluate the effectiveness of FINRA's administration
of the program is obtained through the NASDAQ Exchange's oversight of
FINRA's performance through its authority under its regulatory services
agreement to obtain reports from FINRA and to conduct audits.
Accordingly, the NASDAQ Exchange has concluded that the committee may
reasonably be eliminated. However, the Agreement will continue to
provide for the establishment of such a committee in the event that the
NASDAQ Exchange later opts to establish an arbitration or mediation
program that is not operated by FINRA in accordance with FINRA rules.
In such an event, the committee would play a role in advising the Board
in the manner currently described in the Agreement.
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    \16\ The NASDAQ Exchange and FINRA are parties to a Regulatory
Services Agreement (``RSA'') that is dated June 28, 2000 but that
did not become operative until July 1, 2006, when the NASDAQ
Exchange first began to operate as a national securities exchange.
Under the RSA, FINRA provides a comprehensive dispute resolution
program for NASDAQ members. Prior to July 1, 2006, The Nasdaq Stock
Market, Inc., which was the predecessor of the NASDAQ Exchange,
operated a market as a facility of the National Association of
Securities Dealers, Inc. (``NASD''), FINRA's predecessor.
Accordingly, neither the NASDAQ Exchange nor its predecessor market
has ever operated a dispute resolution program that was not
administered by FINRA or NASD.
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    The NASDAQ Exchange is also proposing to make minor changes to its
rules governing the selection of Member Representative Directors. Under
the Agreement, twenty percent of the NASDAQ Exchange's directors are
selected through a process in which the NASDAQ Exchange member
nominating committee nominates a slate of candidates but members also
have the opportunity to nominate alternative candidates. If no
alternative candidates are duly nominated by members, the candidates
recommended by the member nominating committee are elected.
Alternatively, if alternative candidates are nominated, there is a
``Contested Election'' in which members cast ballots in order to
determine who fills the vacancies. In connection with its acquisition
by NASDAQ OMX, BX recently adopted a similar process.\17\ When
Commission staff reviewed the applicable BX filing, staff required that
BX adopt a provision providing that a member, either alone or together
with its affiliates, may not cast votes representing more than twenty
percent of the votes cast for a candidate, and any votes cast by the
member, either alone or together with its affiliates, in excess of the
twenty percent limit shall be disregarded. The NASDAQ Exchange proposes
to amend Article II, Section 2 of the By-Laws to adopt a similar
limitation. Similarly, Commission staff suggested that BX adopt
clarifications to the definition of ``Voting Date,'' which is analogous
to the definition of ``Election Date'' in the Agreement. The NASDAQ
Exchange is now amending Article I of the By-Laws to provide that an
Election Date is selected by the Board on an annual basis, but that
members only cast votes on such date if there is a Contested Election.
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    \17\ Securities Exchange Act Release No. 58324 (August 7, 2008),
73 FR 46936 (August 12, 2008) (SR-BSE-2008-02, -23, -25, SR-BSECC-
2001-01).
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    Finally, the NASDAQ Exchange is updating the Agreement to reflect
the name change of The Nasdaq Stock Market, Inc. to The NASDAQ OMX
Group, Inc.;\18\ the name change of National Association of Securities
Dealers, Inc. to FINRA;\19\ to correct typographical errors in the
definition of ``Industry member'' in Article I of the By-Laws and in
Section 6 of the Agreement; and to redesignate the Agreement as the
``Second Amended Limited Liability Company Agreement of The NASDAQ
Stock Market LLC.'' \20\
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    \18\ See Preamble, Signature Page, and Schedule A and B of the
Agreement; Article I of the By-Laws.
    \19\ See Article I of the By-Laws.
    \20\ See Preamble and Signature Page of the Agreement; Preamble
of the By-Laws.
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2. Statutory Basis
    The NASDAQ Exchange believes that its proposal is consistent with
Section 6(b) of the Act \21\ in general, and furthers the objectives
of: (1) Section 6(b)(1) of the Act,\22\ which requires a national
securities exchange to be so organized and have the capacity to carry
out purposes of the Act and to enforce compliance by its members and
persons associated with its members with the provisions of the Act; and
(2) Section 6(b)(5) of the Act,\23\ in that it is designed, among other
things, to prevent fraudulent and manipulative acts and practices, to
promote just and equitable principles of trade, to remove impediments
to and perfect the mechanism of a free and open market and a national
market system, and, in general, to protect investors and the public
interest. Specifically, the proposed rule change will allow the
elimination of two Board committees whose roles are limited by the
NASDAQ Exchange's status as a wholly owned subsidiary of NASDAQ OMX,
thereby allowing directors to focus greater attention on matters
falling directly within the purview of the Board, including regulatory
quality, market structure, new product initiatives, and review of
proposed rule changes. The filing also allows the elimination of the
NASDAQ Exchange arbitration and mediation committee, whose role is
considerably limited by the NASDAQ Exchange's use of FINRA to manage
its arbitration and mediation program. The filing also adopts
improvements to the process for selection of Member Representative
Directors, to limit the influence of a group of affiliated members over
an election. Finally, the filing adopts clarifications, updates
terminology, and corrects typographical errors in several provisions of
the Agreement.
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    \21\ 15 U.S.C. 78f(b).
    \22\ 15 U.S.C. 78(b)(1).
    \23\ 15 U.S.C. 78f(b)(5).
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B. Self-Regulatory Organization's Statement on Burden on Competition

    The NASDAQ 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.

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

    Written comments were neither solicited nor received.

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

    Within 35 days of the date of publication of this notice in the
Federal Register or within such longer period (i) as the Commission may
designate up to 90 days of such date if it finds such longer period to
be appropriate and publishes its reasons for so finding or (ii) as to
which the self-regulatory organization consents, the Commission will:
    (A) By order approve the proposed rule change, or
    (B) Institute proceedings to determine whether the proposed rule
change should be 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 e-mail to<EMAIL_ADDRESS>Please include
File Number SR-NASDAQ-2009-042 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-NASDAQ-2009-042. This
file number should be included on the subject line if e-mail 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 inspection
and copying in the Commission's Public Reference Room, 100 F Street,
NE., Washington, DC 20549, on official business days between the hours
of 10 a.m. and 3 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-2009-042 and should
be submitted on or before June 10, 2009.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\24\
Florence E. Harmon,
Deputy Secretary.
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    \24\ 17 CFR 200.30-3(a)(12).
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[FR Doc. E9-11740 Filed 5-19-09; 8:45 am]

BILLING CODE 8010-01-P


[Federal Register Volume 77, Number 7 (Wednesday, January 11, 2012)]
[Notices]
[Pages 1759-1761]
[FR Doc No: 2012-318]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-66107; File No. SR-NYSE-2011-72]

Self-Regulatory Organizations; New York Stock Exchange LLC;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change
Amending its Price List To Change the Monthly Fees for the Use of Ports
That Provide Connectivity to Its Equity Trading Systems

January 5, 2012.
    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 December 30, 2011, New York Stock Exchange LLC (``NYSE'' or
the ``Exchange'') filed with the Securities and Exchange Commission
(``Commission'') the proposed rule change as described in Items I, II,
and III below, which Items have been prepared by the Exchange. The
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 amend its Price List to change the monthly
fees for the use of ports that provide connectivity to its equity
trading systems. The text of the proposed rule change is available at
the Exchange's principal office, at www.nyse.com, at the Commission's
Public Reference Room, and at the Commission's Web site at www.sec.gov.

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
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange proposes to amend its Price List to change the monthly
fees for the use of ports that provide connectivity to its equity
trading systems.
    Currently, the monthly fee for ports is $100 per pair per month up
to five pairs, then $500 for each additional five pairs.\3\ For
example, the fee for seven pairs of ports is $1,000 per month. Billing
for ports is based on the number of ports on the third business day
prior to the end of the month. The level of

activity with respect to a particular port does not affect the
assessment of monthly fees, so even if a particular port that is
available to a participant is not used, the participant is still billed
for that port.
---------------------------------------------------------------------------

    \3\ See Securities Exchange Act Release No. 63057 (October 6,
2010), 75 FR 63232 (October 14, 2010) (SR-NYSE-2010-70) (the
``Adopting Release'').
---------------------------------------------------------------------------

    The Exchanges proposes that the new fee would be $300 per pair per
month up to five pairs, then $1,500 for each additional five pairs. For
example, the fee for seven pairs of ports would be $3,000 per month.
The Exchange notes that billing for ports would continue to be based on
the number of ports on the third business day prior to the end of the
month. In addition, the level of activity with respect to a particular
port would still not affect the assessment of monthly fees, so even if
a participant does not use a particular port that is available to the
participant, the participant would still be billed for that port.
    Finally, as stated in the Adopting Release,\4\ the port fee is
charged per participant. The Exchange proposes to clarify in the Price
List that per participant means per member organization for purposes of
the port fees.\5\
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    \4\ See supra note 4.
    \5\ The Exchange has a Common Customer Gateway (``CCG'') that
accesses the equity trading systems that it shares with its
affiliates, NYSE Amex LLC (``NYSE Amex'') and NYSE Arca, Inc.
(``NYSE Arca''), and all ports connect to the CCG. See, e.g.,
Securities Exchange Act Release No. 64542 (May 25, 2011), 76 FR
31659 (June 1, 2011) (SR-NYSE-2011-13). In the instance when an NYSE
member organization is also an NYSE Amex member organization and it
shares its ports, the same member is charged port fees based on the
total number of ports connected to the CCG, whether they are used to
trade on the Exchange, NYSE Amex, or both because those trading
systems are integrated. The NYSE Arca Equities trading platform is
not integrated in the same manner; therefore, it does not share its
ports with the Exchange or NYSE Amex. An NYSE Arca ETP Holder is
charged for each ETP identifier it uses to access the NYSE Arca
Equities trading systems via a port connected to the CCG.
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    The Exchange proposes to make the rule change operative on January
1, 2012.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent
with Section 6(b) of the Securities Exchange Act of 1934 (the
``Act''),\6\ in general, and Section 6(b)(4) of the Act,\7\ in
particular, in that it is designed to provide for the equitable
allocation of reasonable dues, fees, and other charges among its
members and other persons using its facilities. The Exchange believes
that the proposal constitutes an equitable allocation of fees, as all
similarly situated member organizations and other market participants
would be charged the same amount. In addition, access to the Exchange's
market would be offered on fair and non-discriminatory terms.
---------------------------------------------------------------------------

    \6\ 15 U.S.C. 78f(b).
    \7\ 15 U.S.C. 78f(b)(4).
---------------------------------------------------------------------------

    With respect to the increase in port fees, the proposed fee
increase for ports is expected to offset increasing connectivity costs,
including additional costs based on gateway software and hardware
enhancements and resources dedicated to gateway development, quality
assurance, and support. The Exchange believes that its fees are
competitive with those charged by other venues, and that in some cases,
its fee for port connectivity is less expensive than many of its
primary competitors.\8\
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    \8\ See, e.g., NASDAQ OMX Price List--Trading & Connectivity,
available at www.nasdaqtrader.com/Trader.aspx?id=PriceListTrading2.
The Exchange notes that the charge for connectivity to Nasdaq's NY-
Metro and Mid-Atlantic Datacenters is $500 per port pair/month
(there is a separate charge for their Pre-Trade Risk Management
ports which fees are capped at $25,000). See, e.g., BZX Exchange Fee
Schedule, available at www.batstrading.com/FeeSchedule. The Exchange
notes that BZX charges $400 per month per pair (primary and
secondary data center) of any logical port other than a Multicast
PITCH Spin Server Port or GRP Port, but does provide multicast PITCH
customers 12 free pairs of Multicast PITCH Spin Server Ports, and,
if such ports are used, one free pair of GRP Ports; $400.00 per
month per additional set of 12 pairs of Multicast PITCH Spin Server
Ports or additional pair of GRP Ports. However, the Multicast PITCH
Spin Server Ports and GRP ports relate to market data dissemination
while the proposed port fee charge relates to connectivity to the
Exchange, therefore the proposed fee change will still be lower to
the equivalent BZX port fee charge of $400 per month per pair for a
logical port.
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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
impose any burden on competition that is not necessary or appropriate
in furtherance of the purposes of the 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 foregoing rule change is effective upon filing pursuant to
Section 19(b)(3)(A) \9\ of the Act and subparagraph (f)(2) of Rule 19b-
4 \10\ thereunder, because it establishes a due, fee, or other charge
imposed by the NYSE.
---------------------------------------------------------------------------

    \9\ 15 U.S.C. 78s(b)(3)(A).
    \10\ 17 CFR 240.19b-4(f)(2).
---------------------------------------------------------------------------

    At any time within 60 days of the filing of such 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.

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-NYSE-2011-72 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-NYSE-2011-72. 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
a.m. and 3 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-
NYSE-2011-72 and should be submitted on or before February 1, 2012.

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

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

Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2012-318 Filed 1-10-12; 8:45 a.m.]
BILLING CODE 8011-01-P


[Federal Register Volume 86, Number 152 (Wednesday, August 11, 2021)]
[Notices]
[Pages 44090-44092]
[FR Doc No: 2021-17080]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-92575; File No. SR-CboeBZX-2021-054]

Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of
Filing and Immediate Effectiveness of a Proposed Rule Change To Modify
the Bulk Message Fat Finger Check

August 5, 2021.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that
on July 28, 2021, Cboe BZX Exchange, Inc. (``Exchange'' or ``BZX'')
filed with the Securities and Exchange Commission (``Commission'') the
proposed rule change as described in Items I, II, and III below, which
Items have been prepared by the Exchange. The Exchange filed the
proposal as a ``non-controversial'' proposed rule change pursuant to
Section 19(b)(3)(A)(iii) of the Act \3\ and Rule 19b-4(f)(6)
thereunder.\4\ 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.
    \3\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \4\ 17 CFR 240.19b-4(f)(6).
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

    Cboe BZX Exchange, Inc. (the ``Exchange'' or ``BZX Options'')
proposes to modify the bulk message fat finger check. The text of the
proposed rule change is provided in Exhibit 5.
    The text of the proposed rule change is also available on the
Exchange's website (http://markets.cboe.com/us/equities/regulation/rule_filings/bzx/), at the Exchange's Office of the Secretary, and at
the Commission's Public Reference Room.

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

    In its filing with the Commission, the Exchange included statements

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

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

1. Purpose
    The Exchange proposes to modify the bulk message \5\ fat finger
check in Rule 21.17(a)(6). In accordance with the fat finger check, the
System cancels or rejects any bulk message bid (offer) above (below)
the national best offer (``NBO'') (national best bid (``NBB'')) by more
than a specified amount determined by the Exchange.\6\ The proposed
rule change indicates that the Exchange may also determine a minimum
and maximum dollar value for the bulk message fat finger check.\7\ The
Exchange believes Market-Makers may be willing to accept an execution
at a price beyond the NBBO at the time of order entry, but not too far
away. The purpose of the fat finger check is intended to reject bulk
message bids and offers that on their face are likely to be entered at
erroneous prices and thus prevent potentially erroneous executions. The
proposed rule change to permit the Exchange to set a minimum and
maximum value will provide the Exchange with the opportunity to set a
meaningful buffer that is not ``too close'' to the NBBO (in other
words, a de minimis buffer) but not ``too far'' from the NBBO (in other
words, a buffer that is more likely to accept erroneously priced bulk
messages). The proposed rule change also permits the Exchange to set
the relevant amounts for the bulk message fat finger check on a class-
by-class basis. Option classes have different characteristics and
trading models, and the proposed flexibility will permit the Exchange
to apply different parameters to address those differences.
---------------------------------------------------------------------------

    \5\ The term ``bulk message'' means a bid or offer included in a
single electronic message a User submits with an M Capacity to the
Exchange in which the User may enter, modify, or cancel up to an
Exchange-specified number of bids and offers (which number the
Exchange announces via Exchange notice or publicly available
technical specifications). A User may submit a bulk message through
a bulk port as set forth in Rule 21.1(j)(3). The System handles a
bulk message in the same manner as it handles an order or quote,
unless the Rules specify otherwise. See Rule 16.1.
    \6\ This check does not apply to bulk messages submitted prior
to the conclusion of the opening process or when no NBBO is
available.
    \7\ The proposed rule change also makes a nonsubstantive change
to say the System cancels or rejects any bulk message bid (offer)
more than a buffer amount above (below) the NBO (NBB) to align the
language with other rules.
---------------------------------------------------------------------------

2. Statutory Basis
    The Exchange believes the proposed rule change is consistent with
the Securities Exchange Act of 1934 (the ``Act'') and the rules and
regulations thereunder applicable to the Exchange and, in particular,
the requirements of Section 6(b) of the Act.\8\ Specifically, the
Exchange believes the proposed rule change is consistent with the
Section 6(b)(5) \9\ requirements that the rules of an exchange be
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. Additionally,
the Exchange believes the proposed rule change is consistent with the
Section 6(b)(5) \10\ requirement that the rules of an exchange not be
designed to permit unfair discrimination between customers, issuers,
brokers, or dealers.
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    \8\ 15 U.S.C. 78f(b).
    \9\ 15 U.S.C. 78f(b)(5).
    \10\ Id.
---------------------------------------------------------------------------

    In particular, the proposed change to the bulk message fat finger
check will protect investors and the public interest as the check will
continue to mitigate potential risks associated with Market-Makers
submitting bulk message bids and offers at unintended prices, and risks
associated with orders and quotes trading at prices that are extreme
and potentially erroneous, which may likely have resulted from human or
operational error. The proposed enhancement that the Exchange will
apply a minimum and maximum to the fat finger check will permit the
Exchange to apply the fat finger check to bulk messages in a more
meaningful way. The Exchange believes class flexibility is appropriate
to permit the Exchange to apply reasonable buffers to classes, which
may exhibit different trading characteristics and have different market
models. The Exchange has other price checks and risk controls that
permit it to set a minimum and maximum, as well as apply parameters on
a class basis.\11\
---------------------------------------------------------------------------

    \11\ See, e.g., Rule 21.17(a)(1) (market order NBBO width
protection).
---------------------------------------------------------------------------

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 Act. The Exchange does not
believe the proposed rule change will impose any burden on intramarket
competition, as the proposed changes will apply in the same manner to
all bulk messages submitted through a bulk port. The Exchange does not
believe the proposed rule change will impose any burden on intermarket
competition, as the proposed rule change applies to functionality that
applies to incoming interest that may only rest or execute on the
Exchange's book.

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

    The Exchange neither solicited nor received comments on the
proposed rule change.

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

    Because the foregoing proposed rule change does not:
    A. Significantly affect the protection of investors or the public
interest;
    B. impose any significant burden on competition; and
    C. 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 \12\ and
Rule 19b-4(f)(6) \13\ thereunder. At any time within 60 days of the
filing of the proposed rule change, the Commission summarily may
temporarily suspend such rule change if it appears to the Commission
that such action is necessary or appropriate in the public interest,
for the protection of investors, or otherwise in furtherance of the
purposes of the Act. If the Commission takes such action, the
Commission will institute proceedings to determine whether the proposed
rule change should be approved or disapproved.
---------------------------------------------------------------------------

    \12\ 15 U.S.C. 78s(b)(3)(A).
    \13\ 17 CFR 240.19b-4(f)(6).
---------------------------------------------------------------------------

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-CboeBZX-2021-054 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-CboeBZX-2021-054. This
file number should be included on the subject line if email is used. To
help the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's internet website (http://www.sec.gov/rules/sro.shtml).
Copies of the submission, all subsequent amendments, all written
statements with respect to the proposed rule change that are filed with
the Commission, and all written communications relating to the proposed
rule change between the Commission and any person, other than those
that may be withheld from the public in accordance with the provisions
of 5 U.S.C. 552, will be available for website viewing and printing in
the Commission's Public Reference Room, 100 F Street NE, Washington, DC
20549, on official business days between the hours of 10:00 a.m. and
3:00 p.m. Copies of the filing also will be available for inspection
and copying at the principal office of the Exchange. All comments
received will be posted without change. Persons submitting comments are
cautioned that we do not redact or edit personal identifying
information from comment submissions. You should submit only
information that you wish to make available publicly. All submissions
should refer to File Number SR-CboeBZX-2021-054 and should be submitted
on or before September 1, 2021.
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    \14\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\14\
Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2021-17080 Filed 8-10-21; 8:45 am]
BILLING CODE 8011-01-P