Federal Register / Vol. 83, No. 249 / Monday, December 31, 2018 / Notices 67777 

9 15 U.S.C. 78s(b)(3)(A). 

10 17 CFR 240.19b–4(f)(2). 

11 15 U.S.C. 78s(b)(2)(B). 

12 17 CFR 200.30–3(a)(12). 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

companies, BDCs with smaller numbers 

of shares outstanding will generally pay 

somewhat higher fees as a result of the 

proposed rule change. The Exchange 

believes this is reasonable in light of the 

fact that BDCs are subject to the same 

corporate governance requirements as 

operating companies and require the 

Exchange to expend comparable levels 

of regulatory resources. However, the 

application of the $500,000 fee cap may 

result in certain larger BDCs paying less 

in annual fees than would be the case 

under the closed-end fund schedule, as 

the closed-end fund fee schedule does 

not include a cap on annual fees. The 

Exchange believes this fee limitation is 

reasonable due to the economies of scale 

involved in dealing with large issuers. 

The Exchange does not anticipate any 

reduction in revenues associated with 

the proposed amendments and does not 

expect them to have any effect on its 

ability to appropriately fund its 

regulatory program. 

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 

proposed rule change is designed to 

ensure that the fees charged by the 

Exchange accurately reflect the services 

provided and benefits realized by listed 

companies. The market for listing 

services is extremely competitive. Each 

listing exchange has a different fee 

schedule that applies to issuers seeking 

to list securities on its exchange. Issuers 

have the option to list their securities on 

these alternative venues based on the 

fees charged and the value provided by 

each listing. Because issuers have a 

choice to list their securities on a 

different national securities exchange, 

the Exchange does not believe that the 

proposed fee changes impose a burden 

on competition. 

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 

Exchange. 

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. If the 

Commission takes such action, the 

Commission shall institute proceedings 

under Section 19(b)(2)(B) 11 of the Act to 

determine whether the proposed rule 

change should be approved or 

disapproved. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s internet 

comment form (http://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

NYSE–2018–64 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–NYSE–2018–64. 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–NYSE–2018–64 and should 

be submitted on or before January 22, 

2019. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.12

Brent J. Fields, 

Secretary. 

[FR Doc. 2018–28389 Filed 12–28–18; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–84941; File No. SR–MRX– 

2018–40] 

Self-Regulatory Organizations; Nasdaq 

MRX, LLC; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change To Amend General 8 

December 21, 2018. 

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 

19, 2018, Nasdaq MRX, LLC 

(‘‘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. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to delete the 

Exchange’s existing rules on colocation, 

connectivity, and direct connectivity 

(the ‘‘Existing Connectivity Rules’’), 

under General 8, and incorporate by 

reference into General 8 The Nasdaq 

Stock Market LLC’s (‘‘Nasdaq’s’’) rules 

on colocation, connectivity, and direct 

connectivity, which are located in 


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67778 Federal Register / Vol. 83, No. 249 / Monday, December 31, 2018 / Notices 

3Recently, the six exchanges affiliated with 

Nasdaq, Inc. (The Nasdaq Stock Market LLC, 

Nasdaq BX, Inc., Nasdaq PHLX LLC, Nasdaq ISE, 

LLC, Nasdaq GEMX, LLC, and Nasdaq MRX, LLC 

(collectively, the ‘‘Affiliated Exchanges’’)) added 

shell structures to their respective rulebooks with 

the purpose of improving efficiency and readability 

and to align their respective rules. 

4The Exchange shall include a hyperlink to 

Nasdaq’s General 8 for ease of reference. 

5The offering of products and services on a 

shared basis means that a customer purchases 

colocation, connectivity, and direct connectivity 

products and services once to gain access to any or 

all of the Affiliated Exchanges to which the 

customer is otherwise entitled to receive access 

under the respective rules of the Affiliated 

Exchanges. In other words, the Affiliated Exchanges 

only charge customers once for these shared 

products and services, even to the extent that a 

customer uses the products and services to connect 

to more than one of the Affiliated Exchanges. 

Likewise, the rules provide for connectivity to 

third-party services and market data feeds on a 

shared basis, meaning that a firm need only 

purchase a subscription to these services once, 

regardless of whether the firm is a member or 

member organization, as applicable, of multiple 

Affiliated Exchanges. 

6A small number of minor differences exist 

among the Section 8s of the Affiliated Exchanges. 

However, these differences, such as the use of the 

word ‘‘the’’ before the phrase ‘‘Nasdaq Data Center’’ 

in one version of the Rulebook and not in the 

others, are technical and do result in substantive 

variations in the meanings of the Rulebooks. 

7 15 U.S.C. 78mm. 

8See 17 CFR 240.0–12; Exchange Act Release 

No. 39624 (February 5, 1998), 63 FR 8101 (February 

18, 1998). 

9The General 8 Rules are categories of rules that 

are not trading rules. See 17 CFR 200.30–3(a)(76) 

(contemplating such requests). In addition, several 

other SROs incorporate by reference certain 

regulatory rules of another SRO and have received 

from the Commission similar exemptions from 

Section 19(b) of the Exchange Act. See e.g., 

Securities Exchange Act Release Nos. 57478 (March 

12, 2008), 73 FR 14521 (March 18, 2008), 53128 

(January 13, 2006), 71 FR 3550 (January 23, 2006); 

49260 (February 17, 2004), 69 FR 8500 (February 

24, 2004). 

10The Exchange will provide such notice via a 

posting on the same website location where it posts 

its own rule filings pursuant to Rule 19b–4 within 

the timeframe require by such Rule. The website 

posting will include a link to the location on the 

Nasdaq website where the applicable proposed rule 

change is posted. 

11 15 U.S.C. 78f(b). 

12 15 U.S.C. 78f(b)(5). 

General 8 of the Nasdaq rulebook shell 

structure.3

The text of the proposed rule change 

is available on the Exchange’s website at 

http://nasdaqmrx.cchwallstreet.com/, at 

the principal office of the Exchange, and 

at the Commission’s Public Reference 

Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

Exchange included statements 

concerning the purpose of and basis for 

the proposed rule change 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 delete its 

Existing Connectivity Rules, currently 

under General 8, and incorporate by 

reference the corresponding Nasdaq 

rules, at General 8 of Nasdaq’s rulebook. 

The Exchange proposes to remove the 

current rule text from General 8 and 

replace it with the following text: 

General 8 Connectivity 

The rules contained in The Nasdaq Stock 

Market LLC General 8, as such rules may be 

in effect from time to time (the ‘‘General 8 

Rules’’), are hereby incorporated by reference 

into this Nasdaq MRX General 8, and are thus 

Nasdaq MRX Rules and thereby applicable to 

Nasdaq MRX Members. Nasdaq MRX 

Members shall comply with the General 8 

Rules as though such rules were fully set 

forth herein. All defined terms, including any 

variations thereof, contained in the General 

8 Rules shall be read to refer to the Nasdaq 

MRX related meaning of such term. Solely by 

way of example, and not in limitation or in 

exhaustion: The defined term ‘‘Exchange’’ in 

the General 8 Rules shall be read to refer to 

the Nasdaq MRX Exchange; the defined term 

‘‘Rule’’ in the General 8 Rules shall be read 

to refer to the Nasdaq MRX Rule.4

Over the past year, the Affiliated 

Exchanges each took steps to harmonize 

their respective rules on colocation, 

connectivity, and direct connectivity, 

first by relocating them to General 8 of 

their respective rulebooks, and then by 

eliminating substantive differences 

among the rules. The Affiliated 

Exchanges harmonized these rules 

because the Affiliated Exchanges offer 

colocation, connectivity, and direct 

connectivity services and related 

products to their customers on a shared 

basis with one another,5 and to do so, 

the rules and fees governing such shared 

products and services should be the 

same for all of the Affiliated Exchanges. 

Because the text of the Exchange’s 

General 8 is already substantively 

identical 6 to Nasdaq’s General 8, the 

proposal will not effect any substantive 

changes to the Exchange’s General 8. 

Instead, the proposal will merely adopt 

language indicating that the Exchange is 

incorporating by reference Nasdaq’s 

General 8 and it will make conforming 

cross-reference changes. 

This proposal is the penultimate step 

in the harmonization process. The 

Exchange plans to file with the 

Commission a request to exempt it from 

Section 19(b) of the Act with respect to 

General 8, as amended herein, so that 

the Exchange will not need to file a 

proposed rule change whenever Nasdaq 

amends its General 8 rules. The 

Exchange proposes that this rule change 

become operative at such time as it 

receives approval for this exemption 

from the Commission, pursuant to its 

authority under Section 36 of the Act 7

and Rule 0–12 thereunder.8

The Exchange’s General 8 and 

Nasdaq’s General 8 are regulatory in 

nature.9 Should any rules which impact 

trading behavior be added to Nasdaq 

General 8 in the future, those rules shall 

not become subject to the incorporation 

by reference and shall be placed 

elsewhere within the Exchange’s 

Rulebook. The Exchange notes that as a 

condition of any exemption approved 

by the Commission, the Exchange agrees 

to provide written notice to its members 

whenever Nasdaq proposes a change to 

its General 8 Rules.10 Such notice will 

alert Exchange members to the proposed 

Nasdaq rule change and give them an 

opportunity to comment on the 

proposal. The Exchange will similarly 

inform its members in writing when the 

Commission approves any such 

proposed change. 

2. Statutory Basis 

The Exchange believes that its 

proposal is consistent with Section 6(b) 

of the Act,11 in general, and furthers the 

objectives of Section 6(b)(5) of the Act,12

in particular, in that it is designed 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. 

The Exchange believes that 

harmonizing the Existing Connectivity 

Rules with the colocation, connectivity, 

and direct connectivity rules of Nasdaq 

will improve efficiency and reduce the 

burden on firms as they only will need 

to be familiar with a single set of rules 

going forward governing colocation, 

connectivity, and direct connectivity. 

Because the text of the Existing 

Connectivity Rules and Nasdaq General 

8 are already the same, the proposed 

change will have no substantive impact 

on firms that colocate with or connect 

to the Exchange. 


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Federal Register / Vol. 83, No. 249 / Monday, December 31, 2018 / Notices 67779 

13 15 U.S.C. 78s(b)(3)(A)(iii). 14 17 CFR 240.19b–4(f)(6). In addition, Rule 19b– 

4(f)(6) requires a self-regulatory organization to give 

the Commission written notice of its intent to file 

the proposed rule change at least five business days 

prior to the date of filing of the proposed rule 

change, or such shorter time as designated by the 

Commission. The Exchange has satisfied this 

requirement. 15 17 CFR 200.30–3(a)(12). 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

3 15 U.S.C. 78s(b)(3)(A). 

4 17 CFR 240.19b–4(f)(4). 

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 

proposed rule change does not make 

any substantive change to Exchange 

General 8 and will not impact 

competition. 

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 

Because the foregoing proposed rule 

change does not: (i) Significantly affect 

the protection of investors or the public 

interest; (ii) impose any significant 

burden on competition; and (iii) become 

operative for 30 days from the date on 

which it was filed, or such shorter time 

as the Commission may designate, it has 

become effective pursuant to Section 

19(b)(3)(A)(iii) of the Act 13 and 

subparagraph (f)(6) of Rule 19b–4 

thereunder.14

At any time within 60 days of the 

filing of the proposed rule change, the 

Commission summarily may 

temporarily suspend such rule change if 

it appears to the Commission that such 

action is necessary or appropriate in the 

public interest, for the protection of 

investors, or otherwise in furtherance of 

the purposes of the Act. If the 

Commission takes such action, the 

Commission shall institute proceedings 

to determine whether the proposed rule 

should be approved or disapproved. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s internet 

comment form (http://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

MRX–2018–40 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–MRX–2018–40. 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–MRX–2018–40 and should 

be submitted on or before January 22, 

2019. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.15

Brent J. Fields, 

Secretary. 

[FR Doc. 2018–28383 Filed 12–28–18; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–84949; File Nos. SR–DTC– 

2018–012; SR–FICC–2018–014; SR–NSCC– 

2018–013] 

Self-Regulatory Organizations; The 

Depository Trust Company; Fixed 

Income Clearing Corporation; National 

Securities Clearing Corporation; 

Notice of Filing and Immediate 

Effectiveness of Proposed Rule 

Changes To Revise the Clearing 

Agency Investment Policy 

December 21, 2018. 

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 

13, 2018, The Depository Trust 

Company (‘‘DTC’’), Fixed Income 

Clearing Corporation (‘‘FICC’’), and 

National Securities Clearing Corporation 

(‘‘NSCC,’’ and together with DTC and 

FICC, the ‘‘Clearing Agencies’’) filed 

with the Securities and Exchange 

Commission (‘‘Commission’’) the 

proposed rule changes as described in 

Items I, II and III below, which Items 

have been prepared primarily by the 

Clearing Agencies. The Clearing 

Agencies filed the proposed rule 

changes pursuant to Section 19(b)(3)(A) 

of the Act 3 and Rule 19b–4(f)(4) 

thereunder.4 The Commission is 

publishing this notice to solicit 

comments on the proposed rule changes 

from interested persons. 

I. Clearing Agencies’ Statement of the 

Terms of Substance of the Proposed 

Rule Changes 

The proposed rule changes consists of 

amendments to the Clearing Agency 

Investment Policy (‘‘Investment Policy’’) 

of the Clearing Agencies in order to (1) 

update the governance for changes to 

the Investment Policy and provide for 

annual approval of the Investment 

Policy by the Board of Directors of each 

of the Clearing Agencies (collectively, 

‘‘Boards’’); (2) revise the process for 

identifying an applicable external credit 

rating for a potential investment 

counterparty when there are 

discrepancies between available 

external credit ratings for that potential 

counterparty; (3) amend the authority to 

approve (a) the establishment of an 

investment relationship with an 

investment counterparty, (b) investment 

transactions that exceed applicable 

investment limits, and (c) investment 


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