Federal Register / Vol. 83, No. 127 / Monday, July 2, 2018 / Notices 31009 

16 17 CFR 200.30–3(a)(12). 

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

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

4The Exchange originally filed to amend the Fee 

Schedule on June 1, 2018 (SR–NYSEAmer–2018– 

25) and withdrew such filing on June 11, 2018. 

5Such calculations exclude volume in CUBE, 

QCC, Strategy Executions, or volume attributable to 

Continued 

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– 

BOX–2018–20 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Brent J. Fields, Secretary, Securities 

and Exchange Commission, 100 F Street 

NE, Washington, DC 20549–1090. 

All submissions should refer to File 

Number SR–BOX–2018–20. 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 such 

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–BOX–2018–20, and should 

be submitted on or before July 23, 2018. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.16

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2018–14112 Filed 6–29–18; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

Sunshine Act Meetings 

FEDERAL REGISTER CITATION OF PREVIOUS

ANNOUNCEMENT: 83 FR 29582, 25 Jun 

2018. 

PREVIOUSLY ANNOUNCED TIME AND DATE OF

THE MEETING: Thursday, June 28, 2018 at 

10:00 a.m. 

CHANGES IN THE MEETING: The following 

item will not be considered during the 

Open Meeting on Thursday, June 28, 

2018: 

• Whether the Commission should 

enter into a revised memorandum of 

understanding with the Commodity 

Futures Trading Commission that would 

update and supersede the existing 

regulatory coordination memorandum 

of understanding between the two 

agencies. 

CONTACT PERSON FOR MORE INFORMATION: 

For further information and to ascertain 

what, if any, matters have been added, 

deleted or postponed, please contact the 

Office of the Secretary at (202) 551– 

5400. 

Dated: June 28, 2018. 

Brent J. Fields, 

Secretary. 

[FR Doc. 2018–14280 Filed 6–28–18; 4:15 pm] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–83524; File No. SR– 

NYSEAMER–2018–29] 

Self-Regulatory Organizations; NYSE 

American LLC; Notice of Filing and 

Immediate Effectiveness of Proposed 

Change To Modify the NYSE American 

Options Fee Schedule 

June 26, 2018 

Pursuant to Section 19(b)(1) 1 of the 

Securities Exchange Act of 1934 

(‘‘Act’’) 2 and Rule 19b–4 thereunder,3

notice is hereby given that, on June 11, 

2018, NYSE American LLC (‘‘Exchange’’ 

or ‘‘NYSE American’’) 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 self-regulatory 

organization. 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 modify the 

NYSE American Options Fee Schedule 

(‘‘Fee Schedule’’). The Exchange 

proposes to implement the fee change 

effective June 11, 2018.4 The proposed 

change is available on the Exchange’s 

website at www.nyse.com, at the 

principal office of the Exchange, and at 

the Commission’s Public Reference 

Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

self-regulatory organization included 

statements concerning the purpose of, 

and basis for, the proposed rule change 

and discussed any comments it received 

on the proposed rule change. The text 

of those statements may be examined at 

the places specified in Item IV below. 

The Exchange has prepared summaries, 

set forth in sections A, B, and C below, 

of the most significant parts of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and the 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The purpose of this filing is to modify 

the Fee Schedule, effective June 11, 

2018. Specifically, the Exchange 

proposes to modify certain transaction 

fees. 

Rates To Incentivize Non-Customer, 

Non-Market Maker Volume 

First, the Exchange proposes to 

eliminate the reduced rates available to 

ATP Holders that transact a certain 

amount of Electronic volume as ‘‘NonCustomer, Non-Market Maker’’ (i.e., 

Electronic volume as a Broker-Dealer, 

Firm, Non-NYSE American Market 

Maker, or Professional Customer). 

Currently, an ATP Holder that transacts 

Electronic volume as a Non-Customer, 

Non-Market Maker at least 0.05% above 

that ATP Holder’s 2nd Quarter 2017 

Non-Customer, Non-Market Maker 

Electronic volume is charged $0.36 per 

contract (as opposed to $0.50) for Penny 

Pilot Issues and $0.60 (as opposed to 

$0.75) per contract in Non-Penny Pilot 

Issues.5 The Exchange proposes to 


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31010 Federal Register / Vol. 83, No. 127 / Monday, July 2, 2018 / Notices 

orders routed to another exchange in connection 

with the Options Order Protection and Locked/ 

Crossed Market Plan referenced in Rule 991NY. See 

Fee Schedule, I.A., note 7, available here, https:// 

www.nyse.com/publicdocs/nyse/markets/americanoptions/NYSE_American_Options_Fee_

Schedule.pdf. 

6See proposed Fee Schedule, Section I.A. The 

Exchange notes that rather than delete note 7 to 

Section I.A. it is replacing the now deleted text with 

the reduced Manual rate proposed herein. See, e.g., 

infra n. 10. 

7Specialists and e-Specialist must be registered 

as Market Makers on the Exchange and are subject 

to heightened quoting obligations. See, e.g., Fee 

Schedule, Key Terms and Definitions; see also 

Rules 920NY, 927NY and 927.4NY. 

8See proposed Fee Schedule, Section I.A. 

9See Fee Schedule, Section I.D. (describing 

Prepayment Program). 

10See proposed Fee Schedule, Section I.A., 

note 7. 

11See proposed Fee Schedule, Section I.D. 

12See Fee Schedule, Section I.A, note 6. The 

Surcharge does not apply to executions in CUBE 

Auctions. 

13See proposed Fee Schedule, Section I.A, note 

6. As is the case today, the Surcharge would not 

apply to executions in CUBE Auctions. 

14 15 U.S.C. 78f(b). 

15 15 U.S.C. 78f(b)(4) and (5). 

16See, e.g., NYSE Arca Options fee schedule, 

available here, https://www.nyse.com/publicdocs/ 

nyse/markets/arca-options/NYSE_Arca_Options_

Fee_Schedule.pdf (charging NYSE Arca Market 

Makers $0.25 per contract executed manually and 

charging Lead Market Makers (or LMMs) $0.18 per 

contract executed manually); BOX options fee 

schedule, available here, https://boxoptions.com/ 

regulatory/fee-schedule/ (charging market makers 

$0.25 per contract to transact manually); and 

NASDAQ PHLX (‘‘PHLX’’) pricing schedule, 

available here, http://www.nasdaqtrader.com/ 

Micro.aspx?id=phlxpricing (charging specialists and 

market makers $0.35 per contract to transact 

manually). 

17See id., PHLX pricing schedule (imposing a 

$0.12 surcharge on certain complex orders); and 

Cboe fee schedule, available here, http://

www.cboe.com/publish/feeschedule/ 

CBOEFeeSchedule.pdf (same). 

eliminate these reduced rates and 

references thereto from the Fee 

Schedule.6

Rates for Manual Transaction (i.e., 

Executed in Open Outcry) 

Next, the Exchange proposes to 

modify the fees for Manual transactions 

assessed on NYSE American Options 

Market Makers (‘‘Market Makers’’) and 

Specialists and e-Specialists 

(collectively, ‘‘Specialists’’).7 The 

Exchange proposes to charge Market 

Makers $0.25 per contract (up from 

$0.20) and to charge Specialists $0.18 

per contract (up from $0.13).8

The Exchange also proposes to charge 

a reduced rate for Manual transactions 

to those Market Makers or Specialists 

that participate in the Prepayment 

Program, as outlined in the Fee 

Schedule.9 Specifically, participating 

Market Makers would be charged $0.23 

per contract and participating 

Specialists would be charged $0.17 per 

contract, and such changes and 

references thereto would be set forth in 

the Fee Schedule.10 For additional 

clarity, the Exchange also proposes to 

modify Section I.D. (Prepayment 

Program) to make clear that 

participation in such program would 

entitle participants to these proposed 

reduced manual rates.11

Complex Surcharge for Non-Customer 

Complex Orders 

Currently, the exchange applies a 

$0.10 per contract surcharge to any 

Electronic Non-Customer Complex 

Order that executes against a Customer 

Complex Order, regardless of whether 

the execution occurs in a Complex 

Order Auction (the ‘‘Surcharge’’).12 The 

Exchange offers a reduced per contract 

Surcharge (of $0.07) to those ATP 

Holders that achieve at least 0.20% of 

TCADV of Electronic Non-Customer 

Complex Orders in a month. The 

Exchange proposes to increase the 

Surcharge to $0.12. In addition, for ATP 

Holders that continue to qualify for the 

reduced Surcharge, the Exchange 

proposes to increase this reduced 

Surcharge to $0.10 per contract.13

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

Section 6(b) of the Act,14 in general, and 

furthers the objectives of Sections 

6(b)(4) and (5) of the Act,15 in particular, 

because it provides for the equitable 

allocation of reasonable dues, fees, and 

other charges among its members, 

issuers and other persons using its 

facilities and does not unfairly 

discriminate between customers, 

issuers, brokers or dealers. 

The Exchange also believes that 

eliminating the reduced rates for certain 

Non-Customer/Non-Market Maker 

volume is reasonable, equitable, and 

non-discriminatory as it applies to all 

similarly situated participants. The 

Exchange notes that the reduced rate 

did not generate the desired result of 

Non-Customer/Non-Market Maker 

volume being directed to the Exchange, 

and therefore the Exchange believes it is 

reasonable to eliminate this incentive 

fee. 

The Exchange believes that the 

proposed modifications to the fees 

charged to Market Makers for Manual 

transactions are reasonable, equitable, 

and not unfairly discriminatory because 

the proposed rates are consistent with 

rates charged for other Non-Customer 

volume (i.e., volume executed as 

Broker-Dealer, Firm, Non-NYSE 

American Market Maker, or Professional 

Customer). The Exchange likewise 

believes that the proposed (more 

favorable) rates charged to Specialists 

for Manual transactions are reasonable, 

equitable, and non-discriminatory, 

because Specialists have a heightened 

quoting obligations and higher overhead 

costs related to such obligations. The 

Exchange also notes that the proposed 

rates for Manual transactions are 

consistent with rates charged on other 

options markets.16

The Exchange also believes the 

reduced Manual transaction rates for 

ATP Holders that are participating in 

the Prepayment Program are reasonable, 

equitable, and non-discriminatory, as it 

is available to all similarly situated 

participants, and is designed to incent 

ATP Holders to participate in the 

Prepayment Program. Any NYSE 

American Options Market Makers may 

elect to participate (or elect not to 

participate) in any of the Prepayment 

Programs. The Prepayment Programs are 

designed to incent Market Makers to 

commit to directing their order flow to 

the Exchange, which would benefit all 

market participants by expanding 

liquidity, providing more trading 

opportunities and tighter spreads, even 

to those market participants that are not 

eligible for the Programs. Thus, the 

Exchange believes that introducing 

additional incentives to encourage 

participation in the Prepayment 

Programs is reasonable, equitable and 

not unfairly discriminatory to other 

market participants because non-Market 

Makers and other market participants 

will benefit from the anticipated greater 

capital commitment and resulting 

liquidity on the Exchange. To the extent 

that participation in the Prepayment 

Program is increased, all market 

participants would benefit from 

increased liquidity on the Exchange by 

providing tighter quoting and better 

prices, all of which perfects the 

mechanism for a free and open market 

and national market system. 

The Exchange further believes the 

increase in the Complex Order 

Surcharge is reasonable, equitable, and 

non-discriminatory, as it is similar to 

charges on other exchanges, and is 

charged to all similarly situated nonCustomers.17 Applying the Surcharge to 

all market participant orders except 

Customer orders is equitable and not 

unfairly discriminatory because 

Customer order flow enhances liquidity 

on the Exchange for the benefit of all 

market participants. Specifically, 

Customer liquidity benefits all market 

participants by providing more trading 

opportunities, which attracts Market 

Makers. An increase in the activity of 

Specialists and Market Makers in turn 


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Federal Register / Vol. 83, No. 127 / Monday, July 2, 2018 / Notices 31011 

18 15 U.S.C. 78f(b)(8). 

19See supra notes 16 and 17. 

20 15 U.S.C. 78s(b)(3)(A). 

21 17 CFR 240.19b–4(f)(2). 22 15 U.S.C. 78s(b)(2)(B). 

23 17 CFR 200.30–3(a)(12). 

1The requested order (‘‘Order’’) would supersede 

an exemptive order issued by the Commission on 

August 26, 2008, see In the Matter of Goldman 

Sachs Trust, et al., Investment Company Act 

Release Nos. 28347 (Jul. 31, 2008) (notice) and 

28366 (Aug. 26, 2008) (order)) (the ‘‘Prior Order’’), 

with the result that no person will continue to rely 

on the Prior Order if the Order is granted. 

facilitates tighter spreads, which may 

cause an additional corresponding 

increase in order flow from other market 

participants. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

In accordance with Section 6(b)(8) of 

the Act,18 the Exchange does not believe 

that the proposed rule change would 

impose any burden on competition that 

is not necessary or appropriate in 

furtherance of the purposes of the Act. 

The Exchange believes the proposed 

changes, particularly the elimination of 

the incentive for Non-Customer/NonMarket Maker volume and the 

modification to Manual transaction 

rates, would not place an unfair burden 

on competition as it would apply to all 

similarly-situated market participants. 

The Exchange also notes that the 

proposed rates for Manual transactions, 

as well as the proposed modifications to 

the Surcharge, are competitive with 

rates charges by other options 

exchanges.19 To the extent that the 

proposed reduced Manual rates for 

certain participants in the Prepayment 

Program make the Exchange a more 

attractive marketplace for market 

participants at other exchanges, such 

market participants are welcome to 

become NYSE American Options ATP 

Holders. 

The Exchange notes that it operates in 

a highly competitive market in which 

market participants can readily favor 

competing venues. In such an 

environment, the Exchange must 

continually review, and consider 

adjusting, its fees and credits to remain 

competitive with other exchanges. For 

the reasons described above, the 

Exchange believes that the proposed 

rule change reflects this competitive 

environment. 

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) 20 of the Act and 

subparagraph (f)(2) of Rule 19b–4 21

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) 22 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– 

NYSEAMER–2018–29 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–NYSEAMER–2018–29. 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–NYSEAMER–2018–29 and 

should be submitted on or before July 

23, 2018. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.23

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2018–14110 Filed 6–29–18; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

33137; File No. 812–14764] 

Goldman Sachs Trust, et al. 

June 27, 2018. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice. 

Notice of an application for an order 

under section 12(d)(1)(J) of the 

Investment Company Act of 1940 (the 

‘‘Act’’) for an exemption from sections 

12(d)(1)(A), (B), and (C) of the Act; 

under sections 6(c) and 17(b) of the Act 

for an exemption from sections 17(a)(1) 

and (2) of the Act. The requested order 

would: (a) Permit certain registered 

open-end investment companies to 

acquire shares of certain registered 

open-end investment companies, 

registered closed-end investment 

companies, business development 

companies, as defined in section 

2(a)(48) of the Act, and registered unit 

investment trusts (collectively, 

‘‘Underlying Funds’’) that are within 

and outside the same group of 

investment companies as the acquiring 

investment companies, in excess of the 

limits in section 12(d)(1) of the Act.1

APPLICANTS: Goldman Sachs Trust; 

Goldman Sachs Trust II; Goldman Sachs 


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