52340 Federal Register / Vol. 82, No. 217 / Monday, November 13, 2017 / Notices 

2The requested relief would apply to direct sales 

of shares in Creation Units by a Fund to a Fund of 

Funds and redemptions of those shares. Applicants, 

moreover, are not seeking relief from section 17(a) 

for, and the requested relief will not apply to, 

transactions where a Fund could be deemed an 

Affiliated Person, or a Second-Tier Affiliate, of a 

Fund of Funds because an Adviser or an entity 

controlling, controlled by or under common control 

with an Adviser provides investment advisory 

services to that Fund of Funds. 

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

2 17 CFR 240.19b–4. 

3This includes options overlying equities, ETFs, 

ETNs and indexes which are multiply listed. 

5. Applicants also request an 

exemption from section 22(d) of the Act 

and rule 22c–1 under the Act as 

secondary market trading in shares will 

take place at negotiated prices, not at a 

current offering price described in a 

Fund’s prospectus, and not at a price 

based on NAV. Applicants state that (a) 

secondary market trading in shares does 

not involve a Fund as a party and will 

not result in dilution of an investment 

in shares, and (b) to the extent different 

prices exist during a given trading day, 

or from day to day, such variances occur 

as a result of third-party market forces, 

such as supply and demand. Therefore, 

applicants assert that secondary market 

transactions in shares will not lead to 

discrimination or preferential treatment 

among purchasers. Finally, applicants 

represent that share market prices will 

be disciplined by arbitrage 

opportunities, which should prevent 

shares from trading at a material 

discount or premium from NAV. 

6. With respect to Funds that hold 

non-U.S. Portfolio Instruments and that 

effect creations and redemptions of 

Creation Units in kind, applicants 

request relief from the requirement 

imposed by section 22(e) in order to 

allow such Funds to pay redemption 

proceeds within fifteen calendar days 

following the tender of Creation Units 

for redemption. Applicants assert that 

the requested relief would not be 

inconsistent with the spirit and intent of 

section 22(e) to prevent unreasonable, 

undisclosed or unforeseen delays in the 

actual payment of redemption proceeds. 

7. Applicants request an exemption to 

permit Funds of Funds to acquire Fund 

shares beyond the limits of section 

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

and any principal underwriter for the 

Funds, and/or any broker or dealer 

registered under the Exchange Act, to 

sell shares to Funds of Funds beyond 

the limits of section 12(d)(1)(B) of the 

Act. The application’s terms and 

conditions are designed to, among other 

things, help prevent any potential (i) 

undue influence over a Fund through 

control or voting power, or in 

connection with certain services, 

transactions, and underwritings, (ii) 

excessive layering of fees, and (iii) 

overly complex fund structures, which 

are the concerns underlying the limits 

in sections 12(d)(1)(A) and (B) of the 

Act. 

8. Applicants request an exemption 

from sections 17(a)(1) and 17(a)(2) of the 

Act to permit persons that are affiliated 

persons, or second-tier affiliates, of the 

Funds, solely by virtue of certain 

ownership interests, to effectuate 

purchases and redemptions in-kind. The 

deposit procedures for in-kind 

purchases of Creation Units and the 

redemption procedures for in-kind 

redemptions of Creation Units will be 

the same for all purchases and 

redemptions and Deposit Instruments 

and Redemption Instruments will be 

valued in the same manner as those 

Portfolio Instruments currently held by 

the Funds. Applicants also seek relief 

from the prohibitions on affiliated 

transactions in section 17(a) to permit a 

Fund to sell its shares to and redeem its 

shares from a Fund of Funds, and to 

engage in the accompanying in-kind 

transactions with the Fund of Funds.2

The purchase of Creation Units by a 

Fund of Funds directly from a Fund will 

be accomplished in accordance with the 

policies of the Fund of Funds and will 

be based on the NAVs of the Funds. 

9. Applicants also request relief to 

permit a Feeder Fund to acquire shares 

of another registered investment 

company managed by the Adviser 

having substantially the same 

investment objectives as the Feeder 

Fund (‘‘Master Fund’’) beyond the 

limitations in section 12(d)(1)(A) and 

permit the Master Fund, and any 

principal underwriter for the Master 

Fund, to sell shares of the Master Fund 

to the Feeder Fund beyond the 

limitations in section 12(d)(1)(B). 

10. Section 6(c) of the Act permits the 

Commission to exempt any persons or 

transactions from any provision of the 

Act if such exemption is necessary or 

appropriate in the public interest and 

consistent with the protection of 

investors and the purposes fairly 

intended by the policy and provisions of 

the Act. Section 12(d)(1)(J) of the Act 

provides that the Commission may 

exempt any person, security, or 

transaction, or any class or classes of 

persons, securities, or transactions, from 

any provision of section 12(d)(1) if the 

exemption is consistent with the public 

interest and the protection of investors. 

Section 17(b) of the Act authorizes the 

Commission to grant an order 

permitting a transaction otherwise 

prohibited by section 17(a) if it finds 

that (a) the terms of the proposed 

transaction are fair and reasonable and 

do not involve overreaching on the part 

of any person concerned; (b) the 

proposed transaction is consistent with 

the policies of each registered 

investment company involved; and (c) 

the proposed transaction is consistent 

with the general purposes of the Act. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2017–24487 Filed 11–9–17; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–82019; File No. SR–Phlx– 

2017–91] 

Self-Regulatory Organizations; Nasdaq 

PHLX LLC; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change To Amend Pricing 

Schedule Section II, Entitled Multiply 

Listed Options Fees 

November 6, 2017. 

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

Securities Exchange Act of 1934 

(‘‘Act’’),1 and Rule 19b–4 thereunder,2

notice is hereby given that on November 

1, 2017, Nasdaq PHLX LLC (‘‘Phlx’’ 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. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to amend the 

Pricing Schedule, Section II, entitled 

‘‘Multiply Listed Options Fees,’’ 3 as 

further discussed below. 

The text of the proposed rule change 

is available on the Exchange’s Web site 

at http://nasdaqphlx.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 


asabaliauskas on DSKBBXCHB2PROD with NOTICES
Federal Register / Vol. 82, No. 217 / Monday, November 13, 2017 / Notices 52341 

4The term ‘‘Firm’’ applies to any transaction that 

is identified by a member or member organization 

for clearing in the Firm range at OCC. 

5The term ‘‘Professional’’ applies to transactions 

for the accounts of Professionals, as defined in 

Exchange Rule 1000(b)(14) means any person or 

entity that (i) is not a broker or dealer in securities, 

and (ii) places more than 390 orders in listed 

options per day on average during a calendar month 

for its own beneficial account(s). See Pricing 

Schedule, Preface. 

6The term ‘‘Broker-Dealer’’ applies to any 

transaction which is not subject to any of the other 

transaction fees applicable within a particular 

category. See Pricing Schedule, Preface. 

7The term ‘‘Specialist’’ applies to transactions for 

the account of a Specialist (as defined in Exchange 

Rule 1020(a)). A Specialist is an Exchange member 

who is registered as an options specialist pursuant 

to Rule 1020(a). An options Specialist includes a 

Remote Specialist which is defined as an options 

specialist in one or more classes that does not have 

a physical presence on an Exchange floor and is 

approved by the Exchange pursuant to Rule 501. 

See Pricing Schedule, Preface. 

8For purposes of the Pricing Schedule, the term 

‘‘Market Maker’’ will be utilized to describe the fees 

and rebates applicable to Registered Options 

Traders (as defined in Exchange Rule 1014(b)), 

Streaming Quote Traders (as defined in Exchange 

Rule 1014(b)(ii)(A)) and Remote Streaming Quote 

Traders (as defined in Exchange Rule 

1014(b)(ii)(B)). See Pricing Schedule, Preface. 

9The term ‘‘Customer’’ applies to any transaction 

that is identified by a member or member 

organization for clearing in the Customer range at 

The Options Clearing Corporation (‘‘OCC’’) which 

is not for the account of a broker or dealer or for 

the account of a ‘‘Professional’’ (as that term is 

defined in Rule 1000(b)(14)). See Pricing Schedule, 

Preface. 

10See note 1 in Section II of the Pricing Schedule. 

Select symbols represent high volume Penny Pilot 

options listed on the Exchange. 

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

12 15 U.S.C. 78f(b)(4) and (5). 

13See Pricing Schedule, Section II. 

14See, e.g., MIAX Options Fee Schedule at: 

https://www.miaxoptions.com/sites/default/files/ 

fee_schedule-files/MIAX_Options_Fee_Schedule_

10112017.pdf. 15 15 U.S.C. 78s(b)(3)(A)(ii). 

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 purpose of the proposed rule 

change is to amend Section II of the 

Exchange’s Pricing Schedule to increase 

the assessment for select Firm 4

electronic simple orders. 

As set forth in Section II of the Pricing 

Schedule, the Exchange currently 

charges a Penny Pilot Options 

Transaction Charge for electronic simple 

orders that is $0.48 per contract for 

Professional,5 Broker-Dealer 6 and Firm 

orders, $0.22 per contract for Specialist 7

and Market Maker 8 orders, and $0.00 

for Customer 9 orders. In addition, the 

Exchange charges a reduced Penny Pilot 

Options Transaction Charge for Firm 

electronic simple orders in AAPL, BAC, 

EEM, FB, FXI, IWM, QQQ, TWTR, VXX 

and XLF (hereinafter, ‘‘Select Symbols’’) 

that is $0.37 per contract (reduced from 

$0.48 per contract).10 The reduced fee 

for Firm electronic simple orders in 

Select Symbols (such reduced fee, the 

‘‘Select Firm Fee’’) is to incentivize 

Firms to transact more volume in Select 

Symbols, thereby attracting more order 

flow to the Exchange. 

The Exchange now proposes to 

increase the $0.37 per contract Select 

Firm Fee to raise revenue for the 

Exchange and help defray costs. As 

proposed, note 1 in Section II of the 

Pricing Schedule will read, ‘‘Firm 

electronic simple orders in AAPL, BAC, 

EEM, FB, FXI, IWM, QQQ, TWTR, VXX 

and XLF will be assessed $0.45 per 

contract.’’ 

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 Sections 6(b)(4) and 6(b)(5) 

of the Act,12 in particular, in that it 

provides for the equitable allocation of 

reasonable dues, fees and other charges 

among members and issuers and other 

persons using any facility, and is not 

designed to permit unfair 

discrimination between customers, 

issuers, brokers, or dealers. 

The Exchange believes its proposal to 

increase the Select Firm Fee from $0.37 

to $0.45 per contract is reasonable 

because the proposed increase will help 

defray costs, and remains lower than the 

$0.48 per contract Penny Pilot Options 

Transaction Charge assessed to all other 

Firm electronic simple orders.13

Furthermore, the Exchange notes that 

the proposed fee remains competitive 

with the fees of another options 

market.14 Accordingly, the Exchange 

believes that the proposed $0.45 per 

contract fee for Firm electronic simple 

orders in Select Symbols, which 

represent high volume Penny Pilot 

options listed on the Exchange, will 

continue to be competitive and attract 

order flow to the Exchange, to the 

benefit of all market participants. 

In addition, the Exchange believes the 

proposed $0.45 per contract Select Firm 

Fee is equitable and not unfairly 

discriminatory because the Exchange 

will apply the same fee to all similarly 

situated members. For the reasons 

discussed above, the proposed fee 

provides an incentive for Firms to 

transact order flow on the Exchange, 

which order flow brings increased 

liquidity to the Exchange for the benefit 

of all Exchange participants. To the 

extent the purpose of the proposed 

Select Firm Fee is achieved, all market 

participants should benefit from the 

improved market liquidity. 

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. As discussed 

above, the Exchange believes that the 

proposed Select Firm Fee remains 

competitive and will continue to attract 

order flow to the Exchange. The 

Exchange notes that it operates in a 

highly competitive market in which 

market participants can readily favor 

competing venues if they deem fee 

levels at a particular venue to be 

excessive, or rebate opportunities 

available at other venues to be more 

favorable. In such an environment, the 

Exchange must continually adjust its 

fees to remain competitive with other 

exchanges. For the reasons described 

above, the Exchange believes that the 

proposed fee changes reflect 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 either 

solicited or received. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The foregoing rule change has become 

effective pursuant to Section 

19(b)(3)(A)(ii) of the Act.15

At any time within 60 days of the 

filing of the proposed rule change, the 

Commission summarily may 

temporarily suspend such rule change if 

it appears to the Commission that such 

action is: (i) Necessary or appropriate in 

the public interest; (ii) for the protection 

of investors; or (iii) otherwise in 

furtherance of the purposes of the Act. 

If the Commission takes such action, the 

Commission shall institute proceedings 

to determine whether the proposed rule 

should be approved or disapproved. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 


asabaliauskas on DSKBBXCHB2PROD with NOTICES
52342 Federal Register / Vol. 82, No. 217 / Monday, November 13, 2017 / Notices 

16 17 CFR 200.30–3(a)(12). 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b–4. 

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– 

Phlx–2017–91 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–Phlx–2017–91. This file 

number should be included on the 

subject line if email is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

Internet Web site (http://www.sec.gov/ 

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for Web site viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE., 

Washington, DC 20549, on official 

business days between the hours of 

10:00 a.m. and 3:00 p.m. Copies of the 

filing also will be available for 

inspection and copying at the principal 

office of the Exchange. All comments 

received will be posted without change. 

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–Phlx–2017–91 and should 

be submitted on or before December 4, 

2017. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.16

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2017–24439 Filed 11–9–17; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–82017; File No. SR– 

PEARL–2017–36] 

Self-Regulatory Organizations; MIAX 

PEARL, LLC; Notice of Filing and 

Immediate Effectiveness of a Proposed 

Rule Change To Amend the MIAX 

PEARL Fee Schedule 

November 6, 2017. 

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

Securities Exchange Act of 1934 

(‘‘Act’’),1 and Rule 19b–4 thereunder,2

notice is hereby given that on November 

2, 2017, MIAX PEARL, LLC (‘‘MIAX 

PEARL’’ or ‘‘Exchange’’) filed with the 

Securities and Exchange Commission 

(‘‘Commission’’) a 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 is filing a proposal to 

amend the MIAX PEARL Fee Schedule 

(the ‘‘Fee Schedule’’). 

The text of the proposed rule change 

is available on the Exchange’s Web site 

at http://www.miaxoptions.com/rulefilings/pearl at MIAX PEARL’s principal 

office, 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 make a 

number of non-substantive, technical 

corrections to its routing fee table set 

forth in Section 1(b) of the Fee Schedule 

to reflect recent corporate name changes 

to some of the options exchanges listed 

in the table. 

As a result of recent exchange 

consolidation and corporate rebranding, some options exchanges have 

changed their names. The names of all 

options exchanges are set forth in the 

Exchange’s routing fee table set forth in 

Section 1(b) of the Fee Schedule, which 

sets forth the fees for customer orders 

that are routed to those options 

exchanges for execution. Accordingly, 

the Exchange proposes to update its 

routing fee table set forth in Section 1(b) 

of the Fee Schedule to reflect those 

recent exchange name changes. No other 

changes are proposed to the routing fee 

table. Accordingly, as amended, the 

routing fee table shall be as follows: 

(b) Fees and Rebates for Customer 

Orders Routed to Another Options 

Exchange MIAX PEARL will assess a 

Routing Fee to market participants on 

all orders routed to and executed on an 

away market as set forth in the table 

below. 

Description Fees 

Routed, Priority Customer, Penny Pilot, to: NYSE American, BOX, Cboe, Cboe EDGX Options , Nasdaq MRX, MIAX OPTIONS, 

Nasdaq PHLX (except SPY), Nasdaq BX Options .......................................................................................................................... $0.15 

Routed, Priority Customer, Penny Pilot, to: NYSE Arca Options, Cboe BZX Options, Cboe C2, Nasdaq GEMX, Nasdaq ISE, 

NOM, Nasdaq PHLX (SPY only) ..................................................................................................................................................... 0.65 

Routed, Priority Customer, Non-Penny Pilot, to: NYSE American, BOX, Cboe, Cboe EDGX Options, Nasdaq ISE, Nasdaq MRX, 

MIAX OPTIONS, Nasdaq PHLX, Nasdaq BX Options .................................................................................................................... 0.15 

Routed, Priority Customer, Non-Penny Pilot, to: NYSE Arca Options, Cboe BZX Options, Cboe C2, Nasdaq GEMX, NOM ......... 0.97 

Routed, Public Customer that is not a Priority Customer, Penny Pilot, to: NYSE American, NYSE Arca Options, Cboe BZX Options, BOX, Cboe, Cboe C2, Cboe EDGX Options, Nasdaq GEMX, Nasdaq ISE, Nasdaq MRX, MIAX OPTIONS, NOM, 

Nasdaq PHLX, Nasdaq BX Options ................................................................................................................................................ 0.65 


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