60 Day Notice

ddrumheller on DSK120RN23PROD with NOTICES1

Federal Register / Vol. 88, No. 145 / Monday, July 31, 2023 / Notices
enhancing market quality and
continuing to encourage Members to
send orders, thereby contributing
towards a robust and well-balanced
market ecosystem.
The Exchange believes the proposal to
revise the applicable fees or rebates
associated with routing orders away
from the Exchange does not a burden on
intramarket competition that is not
necessary or appropriate in furtherance
of the purposes of the Act. The fees and
rebates associated with routing orders
away from the Exchange apply to all
Members on an equal and nondiscriminatory basis and Members can
choose to use (or not use) the
Exchange’s routing functionality as part
of their decision to submit order flow to
the Exchange.
Next, the Exchange believes the
proposed rule change does not impose
any burden on intermarket competition
that is not necessary or appropriate in
furtherance of the purposes of the Act.
As previously discussed, the Exchange
operates in a highly competitive market.
Members have numerous alternative
venues that they may participate on and
direct their order flow, including 15
other equities exchanges and off
exchange venues and alternative trading
systems. Additionally, the Exchange
represents a small percentage of the
overall market. Based on publicly
available information, no single equities
exchange has more than 15% 36 of the
market share. Therefore, no exchange
possesses significant pricing power in
the execution of order flow. Indeed,
participants can readily choose to send
their orders to other exchange and offexchange venues if they deem fee levels
at those other venues to be more
favorable. Moreover, the Commission
has repeatedly expressed its preference
for competition over regulatory
intervention in determining prices,
products, and services in the securities
markets. Specifically, in Regulation
NMS, the Commission highlighted the
importance of market forces in
determining prices and SRO revenues
and, also, recognized that current
regulation of the market system ‘‘has
been remarkably successful in
promoting market competition in its
broader forms that are most important to
investors and listed companies.’’ 37 The
fact that this market is competitive has
also long been recognized by the courts.
In NetCoalition v. Securities and
Exchange Commission, the D.C. Circuit
stated as follows: ‘‘[n]o one disputes
that competition for order flow is
36 Supra

note 4.
Securities Exchange Act Release No. 51808
(June 9, 2005), 70 FR 37496, 37499 (June 29, 2005).
37 See

VerDate Sep<11>2014

18:11 Jul 28, 2023

Jkt 259001

‘fierce.’ . . . As the SEC explained, ‘[i]n
the U.S. national market system, buyers
and sellers of securities, and the brokerdealers that act as their order-routing
agents, have a wide range of choices of
where to route orders for execution’;
[and] ‘no exchange can afford to take its
market share percentages for granted’
because ‘no exchange possesses a
monopoly, regulatory or otherwise, in
the execution of order flow from broker
dealers’. . ..’’.38 Accordingly, the
Exchange does not believe its proposed
fee change imposes 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
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
The foregoing rule change has become
effective pursuant to section 19(b)(3)(A)
of the Act 39 and paragraph (f) of Rule
19b–4 40 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.

49521

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–2023–049. 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 (https://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
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. Do not include personal
identifiable information in submissions;
you should submit only information
that you wish to make available
publicly. We may redact in part or
withhold entirely from publication
submitted material that is obscene or
subject to copyright protection. All
submissions should refer to file number
SR–CboeBZX–2023–049 and should be
submitted on or before August 21, 2023.

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:

For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.41
J. Matthew DeLesDernier,
Deputy Secretary.

Electronic Comments
• Use the Commission’s internet
comment form (https://www.sec.gov/
rules/sro.shtml); or
• Send an email to rule-comments@
sec.gov. Please include file number SR–
CboeBZX–2023–049 on the subject line.

SECURITIES AND EXCHANGE
COMMISSION

38 NetCoalition v. SEC, 615 F.3d 525, 539 (D.C.
Cir. 2010) (quoting Securities Exchange Act Release
No. 59039 (December 2, 2008), 73 FR 74770, 74782–
83 (December 9, 2008) (SR–NYSEArca–2006–21)).
39 15 U.S.C. 78s(b)(3)(A).
40 17 CFR 240.19b–4(f).

Upon Written Request, Copies Available
From: Securities and Exchange
Commission, Office of FOIA Services,

PO 00000

Frm 00088

Fmt 4703

Sfmt 4703

[FR Doc. 2023–16122 Filed 7–28–23; 8:45 am]
BILLING CODE 8011–01–P

[SEC File No. 270–424, OMB Control No.
3235–0473]

Proposed Collection; Comment
Request; Extension: Rule 17Ad–3(b)

41 17

E:\FR\FM\31JYN1.SGM

CFR 200.30–3(a)(12).

31JYN1

ddrumheller on DSK120RN23PROD with NOTICES1

49522

Federal Register / Vol. 88, No. 145 / Monday, July 31, 2023 / Notices

100 F Street NE, Washington, DC
20549–2736
Notice is hereby given that pursuant
to the Paperwork Reduction Act of 1995
(‘‘PRA’’) (44 U.S.C. 3501 et seq.), the
Securities and Exchange Commission
(‘‘Commission’’) is soliciting comments
on the existing collection of information
provided for in Rule 17Ad–3(b) (17 CFR
240.17Ad–3(b)), under the Securities
Exchange Act of 1934 (15 U.S.C. 78a et
seq.). The Commission plans to submit
this existing collection of information to
the Office of Management and Budget
(‘‘OMB’’) for extension and approval.
Rule 17Ad–3(b) requires registered
transfer agents to send a copy of the
written notice required under Rule
17Ad–2(c), (d), and (h) to the chief
executive officer of each issuer for
which the transfer agent acts when it
has failed to turnaround at least 75% of
all routine items in accordance with the
requirements of Rule 17Ad–2(a), or to
process at least 75% of all items in
accordance with the requirements of
Rule 17Ad–2(b), for two consecutive
months. The issuer may use the
information contained in the notices: (1)
as an early warning of the transfer
agent’s non-compliance with the
Commission’s minimum performance
standards regarding registered transfer
agents; and (2) to become aware of
certain problems and poor performances
with respect to the transfer agents that
are servicing the issuer’s issues. If the
issuer does not receive notice of a
registered transfer agent’s failure to
comply with the Commission’s
minimum performance standards, then
the issuer will be unable to take
remedial action to correct the problem
or to find another registered transfer
agent. Pursuant to Rule 17Ad–3(b), a
transfer agent that has already filed a
Notice of Non-Compliance with the
Commission pursuant to Rule 17Ad–2
will only be required to send a copy of
that notice to issuers for which it acts
when that transfer agent fails to
turnaround 75% of all routine items or
to process 75% of all items for two
consecutive months.
The Commission estimates that only
one transfer agent will be subject to the
third party disclosure requirements of
Rule 17Ad–3(b) each year. If a transfer
agent fails to meet the turnaround and
processing requirements under 17Ad–
3(b), it would simply send its issuerclients a copy of the notice that had
already been produced for the
Commission pursuant to Rule 17Ad–
2(c) or (d). The Commission estimates
the requirement will take the transfer
agent approximately four hours to
complete. The total estimated burden

VerDate Sep<11>2014

18:11 Jul 28, 2023

Jkt 259001

associated with Rule 17Ad–3(b) is thus
approximately 4 hours per year. The
Commission estimates that the internal
compliance cost for the transfer agent to
comply with this third party disclosure
requirement will be approximately
$1,128 per year (4 hours × $283 per hour
= $1,128). The total estimated internal
cost of compliance associated with Rule
17Ad–3(b) is thus approximately $1,128
per year. There are no external costs
associated with sending the notice to
issuer-clients.
Written comments are invited on: (a)
whether the proposed collection of
information is necessary for the proper
performance of the functions of the
Commission, including whether the
information shall have practical utility;
(b) the accuracy of the Commission’s
estimates of the burden of the proposed
collection of information; (c) ways to
enhance the quality, utility, and clarity
of the information collected; and (d)
ways to minimize the burden of the
collection of information on
respondents, including through the use
of automated collection techniques or
other forms of information technology.
Consideration will be given to
comments and suggestions submitted by
September 29, 2023.
An agency may not conduct or
sponsor, and a person is not required to
respond to, a collection of information
under the PRA unless it displays a
currently valid OMB control number.
Please direct your written comments
to: David Bottom, Director/Chief
Information Officer, Securities and
Exchange Commission, c/o John
Pezzullo, 100 F Street NE, Washington,
DC 20549, or send an email to: PRA_
[email protected].
Dated: July 25, 2023.
J. Matthew DeLesDernier,
Deputy Secretary.
[FR Doc. 2023–16099 Filed 7–28–23; 8:45 am]
BILLING CODE 8011–01–P

notice is hereby given that on July 19,
2023, The Nasdaq Stock Market LLC
(‘‘Nasdaq’’ or ‘‘Exchange’’) filed with the
Securities and Exchange Commission
(‘‘Commission’’) the proposed rule
change as described in Items I and II
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.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The Exchange proposes to amend
Equity 4, Rules 4752, 4753, and 4754 3
to clarify and restate the order in which
Nasdaq prioritizes executions of Orders
in its Opening, Closing, and Halt
Crosses.
The text of the proposed rule change
is available on the Exchange’s website at
https://listingcenter.nasdaq.com/
rulebook/nasdaq/rules, at the principal
office of the Exchange, and at the
Commission’s Public Reference Room.
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
In its filing with the Commission, the
Exchange included statements
concerning the purpose of and basis for
the proposed rule change and discussed
any comments it received on the
proposed rule change. The text of these
statements may be examined at the
places specified in Item IV below. The
Exchange has prepared summaries, set
forth in sections A, B, and C below, of
the most significant aspects of such
statements.
A. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
1. Purpose

SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–97973; File No. SR–
NASDAQ–2023–024]

Self-Regulatory Organizations; The
Nasdaq Stock Market LLC; Notice of
Filing and Immediate Effectiveness of
Proposed Rule Change To Amend
Equity 4, Rules 4752, 4753, and 4754
July 25, 2023.

Pursuant to section 19(b)(1) of the
Securities Exchange Act of 1934
(‘‘Act’’),1 and Rule 19b–4 thereunder,2

PO 00000

1 15
2 17

U.S.C. 78s(b)(1).
CFR 240.19b–4.

Frm 00089

Fmt 4703

The Exchange proposes to amend and
restate portions of its Rules governing
its Opening (Rule 4752) and Closing
Crosses (Rule 4754) (collectively, the
‘‘Crosses’’) to clarify the existing
processes for execution prioritization,
including by correcting errors and
omissions, as well as to clarify the
Exchange’s intentions for those
processes. The Exchange also proposes
to amend the Rule governing processing
of the Halt Cross (Rule 4753) to
accurately reflect the relative execution
prioritization of Displayed and NonDisplayed Orders entered therein.
3 References herein to Nasdaq Rules in the 4000
Series shall mean Rules in Nasdaq Equity 4.

Sfmt 4703

E:\FR\FM\31JYN1.SGM

31JYN1