Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Equity 7, Section 115 of the Fee Schedule, 9096-9099 [2022-03391]
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9096
Federal Register / Vol. 87, No. 33 / Thursday, February 17, 2022 / Notices
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) 18 of the Act and
subparagraph (f)(2) of Rule 19b–4 19
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) 20 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 (https://www.sec.gov/
rules/sro.shtml); or
• Send an email to rule-comments@
sec.gov. Please include File Number SR–
NYSEArca–2022–08 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–NYSEArca–2022–08. This
file number should be included on the
subject line if email is used. To help the
lotter on DSK11XQN23PROD with NOTICES1
18 15
U.S.C. 78s(b)(3)(A).
19 17 CFR 240.19b–4(f)(2).
20 15 U.S.C. 78s(b)(2)(B).
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17:23 Feb 16, 2022
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
10:00 a.m. and 3:00 p.m. Copies of the
filing also will be available for
inspection and copying at the principal
offices 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–NYSEArca–2022–08, and
should be submitted on or before March
10, 2022.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.21
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2022–03392 Filed 2–16–22; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–94226; File No. SR–
NASDAQ–2022–012]
(‘‘Act’’),1 and Rule 19b–4 thereunder,2
notice is hereby given that on January
31, 2022, 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, 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
Exchange’s pricing schedule at Equity 7,
Section 115, as described further below.
The text of the proposed rule change
is detailed below: proposed new
language is italicized and proposed
deletions are in brackets.
*
*
*
*
*
*
*
*
*
*
*
*
*
Equity 7 Pricing Schedule
*
*
*
*
The charges under this section are assessed
by Nasdaq for connectivity to services and
the following systems operated by Nasdaq or
FINRA: The Nasdaq Market Center, FINRA
Trade Reporting and Compliance Engine
(TRACE), the FINRA/Nasdaq Trade Reporting
Facility, and the FINRA OTC Reporting
Facility (ORF). The following fees are not
applicable to The Nasdaq Options Market
LLC. For related options fees for Ports and
other Services refer to Options 7, Section 3
of the Options Rules.
(a)–(d) No change.
(e) Specialized Services Related to FINRA/
Nasdaq Trade Reporting Facility.
Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934
1 15
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Frm 00070
Fmt 4703
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*
Section 115. Ports and Services†
February 11, 2022.
CFR 200.30–3(a)(12).
*
Equity Rules
Self-Regulatory Organizations; The
Nasdaq Stock Market LLC; Notice of
Filing and Immediate Effectiveness of
Proposed Rule Change To Amend
Equity 7, Section 115 of the Fee
Schedule
21 17
Jkt 256001
*
The Nasdaq Stock Market Rules
2 17
E:\FR\FM\17FEN1.SGM
U.S.C. 78s(b)(1).
CFR 240.19b–4.
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Federal Register / Vol. 87, No. 33 / Thursday, February 17, 2022 / Notices
WebLink ACT or Nasdaq ...............
Workstation Post Trade .................
ACT Workstation ...........................
Nasdaq WorkX ...............................
$[5]625[.00]/month
A subscription includes: The Trade Reporting File Upload service, which allows members to upload
multiple trade reports in batches to ACT; and the ACT Reject Scan service, which provides a list of
all of a member’s rejected ACT trade entries and a copy of each rejected trade report form submitted
to ACT.
[$225 per month for the ACT Trade History service which provides searchable access to a member’s
trades that are older than six months dating back to 2009.]
$[5]625/logon/month
[$225 per month for the ACT Trade History service which provides searchable access to a member’s
trades that are older than six months dating back to 2009.]
$[5]625/logon/month
[$225 per month for the ACT Trade History service which provides searchable access to a member’s
trades that are older than one year dating back five years.] For customers using both Act Workstation
and Nasdaq WorkX, fees for Nasdaq WorkX will be waived for the first month of service.
(f)–(j) No change.
† Fees, other than the specialized service
fees in Section 115(e), are assessed in full
month increments under this section, and
thus are not prorated.
*
*
*
*
*
(b) Not applicable.
(c) Not applicable.
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
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1. Purpose
The purpose of the proposed rule
change is to amend the Exchange’s
schedule of fees, at Equity 7, Section
115(e). In April 2021, the Exchange
enhanced its connectivity, surveillance
and risk management services by
launching three re-platformed products
including Nasdaq WorkXTM
(‘‘WorkX’’).3 These changes were filed
by the Exchange on April 20, 2021 and
published in the Federal Register on
May 7, 2021.4 The Exchange noted in
the filing that as it rolled out the
enhanced products, the fees for the re3 WorkX is a re-platformed version of Workstation
that simplifies compliance with regulatory
responsibilities and enhances the user experience
with improved workflow, system performance, and
data visualization. WorkX also upgrades trade
reporting and monitoring with a modern user
interface using cloud-based technology.
4 See Securities Exchange Act Release No. 91744
(May 3, 2021), 86 FR 24685 (May 7, 2021)
(NASDAQ–2021–025).
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platformed products would be the same
as the fees for the corresponding non-replatformed products. After the first
month of service on WorkX, a member
firm is expected to fully migrate to the
new product and is charged for any fees
incurred for using the new products
thereafter. To date, the Exchange
continues to assist its members in
migrating from Workstation to WorkX.
The Exchange proposes to increase its
existing fees for ACT Workstation
(‘‘Workstation’’),5 WebLink ACT or
Nasdaq Workstation Post Trade
(‘‘WebLink’’), 6 and WorkX from $525 to
$625. These fees solely apply to the
FINRA/Nasdaq Trade Reporting Facility
(TRF) related services.
The Exchange also proposes to
eliminate the ACT Trade History service
fee of $225 for each of these existing
products. The ACT Trade History
service provides searchable access to a
member’s trades.7 The Exchange
believes it is important for users to
freely perform unlimited scans and
queries of their trade history to
effectively perform their regulatory
responsibilities without being hampered
by the separate ACT Trade History
charge.8
5 Workstation is a web-based application that
electronically facilitates trade reporting and
clearing functions for trades reported to the FINRA/
Nasdaq TRF. Workstation services include trade
entry, trade scan, and uploads for bulk trade entry
to support FINRA/Nasdaq TRF participant trade
reporting in accordance with Financial Industry
Regulatory Authority (‘‘FINRA’’) rules.
6 Workstation and WebLink are identical
applications that perform the same functions. For
historical reasons, they each have separate entries
on the Exchange’s fee schedule. WebLink, the same
as Workstation, is a web-based application that
electronically facilitates trade reporting and
clearing functions for trades reported to the FINRA/
Nasdaq TRF.
7 WebLink and Workstation provide searchable
access to a member’s trades that are older than six
months dating back to 2009. WorkX provides
searchable access to a member’s trades that are
older than one year dating back five years.
8 In its capacity as a Business Member of the
FINRA/Nasdaq TRF, Nasdaq also plans to
separately eliminate the $0.50 per query fee that is
charged for querying reported transactions in the
FINRA/Nasdaq TRF using Workstation, WebLink
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Additionally, the Exchange proposes
to prorate the cost of the first and last
month of a user’s subscription to the
WebLink, Workstation and WorkX
products.
2. Statutory Basis
The Exchange believes that its
proposal is consistent with Section 6(b)
of the Act,9 in general, and furthers the
objectives of Sections 6(b)(4) and 6(b)(5)
of the Act,10 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’s proposal is reasonable
in several respects. As a threshold
matter, the FINRA/Nasdaq TRF and its
related front-end products are subjected
to significant competitive forces in the
market for trade reporting and
regulatory compliance services that
constrain the Exchange’s pricing
determinations for Workstation,
WebLinks and WorkX. The Commission
and the courts have repeatedly
expressed their preference for
competition over regulatory
intervention in determining prices,
products, and services in the securities
markets.
The competitive nature of this market
is evidenced by the FINRA/NYSE TRF,
to which firms may report their trade
instead of the FINRA/Nasdaq TRF, and
which offers a similar front-end trade
reporting and regulatory compliance
service to trade report, clear and
monitor compliance for activity on its
facility. Firms may choose to trade
report with the FINRA/NYSE TRF based
on the features and functionality of the
TRF or based on the features and
functionality of the regulatory reporting
and compliance front-end services
and WorkX. The change was proposed in FINRA–
2022–002, which was filed on January 31, 2022.
9 15 U.S.C. 78f(b).
10 15 U.S.C. 78f(b)(4) and (5).
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Federal Register / Vol. 87, No. 33 / Thursday, February 17, 2022 / Notices
offered for the FINRA/NYSE TRF.
Within this competitive environment,
customers can freely select the FINRA/
NYSE trade reporting facility and its
trade reporting and compliance frontend services in response to changes in
the Exchange’s pricing schedule.
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The Proposal Is Reasonable
The Exchange believes that the
proposal to raise fees for Workstation,
WebLinks and WorkX is reasonable
because of the competitive forces
described above. Moreover, the
Exchange has not adjusted its fees for
these products since 2016.
Additionally, the Exchange believes
that it is reasonable to remove the ACT
Trade History data charge from
WebLink, Workstation and WorkX
because removal of this fee streamlines
the cost to one base fee with no add-on
search charges and will allow users to
freely perform unlimited query searches
of their trade history. As discussed
above, these searches assist users in
performing their regulatory
responsibilities. Additionally, the
proposed fee increase of $100 for using
Weblink, Workstation or WorkX is less
than half of the current ACT Trade
History fee. Therefore, users who utilize
the trade history feature may incur
decreased fees. For example, a user who
is subscribed to one log-on for WorkX
and utilizes the ACT Trade History
search feature currently pays $750/
month. Under the proposed fee changes,
the subscriber will pay $625/month.
Although some users will incur a
decrease in fees as a result of the
proposed changes, there are some users
whose fees may increase. For example,
a user who is subscribed to one log-on
for WorkX and does not utilize the ACT
Trade History search feature currently
pays $525/month. Under the proposed
fee changes, the subscriber will pay
$625/month with no additional charge
for the use of the ACT Trade History.
Because users who choose to utilize the
optional ACT Trade History function
have historically incurred a higher fee
than those who have not utilized the
function, the impact of the proposed
change will be different for those users.
The Exchange believes that the
difference in impact resulting from the
proposed changes is reasonable and not
unfairly discriminatory because all
users will be able to use ACT Trade
History without a separate fee and those
who have not used ACT Trade History
in the past may decide to start using the
service. Moreover, the Exchange notes
that users who are dissatisfied with the
proposal (e.g., if they experience an
overall increase) are free to utilize the
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FINRA/NYSE TRF and its related frontend service.
Additionally, the Exchange believes
that it is reasonable to prorate the fees
for the first and last month of a user’s
subscription to Workstation, Weblink
and WorkX. For example, the Exchange
believes that it is reasonable to charge
a user who unsubscribes to any of the
three products on December 2 or
subscribes on December 30 only for the
days that they are actually subscribed to
the products.
The Proposal Is an Equitable Allocation
of Fees
Nasdaq believes that the proposed
rule change will allocate fees fairly
among the users of WebLink,
Workstation and WorkX.
The Exchange believes that it protects
investors and is an equitable allocation
to eliminate its existing $225 ACT Trade
History fee. As discussed above,
removal of the fee eliminates any
impediment for users to freely utilize
the search functions to monitor and
satisfy their regulatory responsibilities.
Moreover, the Exchange believes that
prorating the fees for the first and final
month of a user’s subscription will
ensure that the fees are equitable to a
user’s utilization of the products.
Lastly, although all users of
Workstation, WebLink and WorkX
products will incur an increased
monthly fee for use of the products,
some users who utilize the optional
ACT Trade History function will receive
a decrease in their overall fees. The
Exchange believes it is equitable for
some users to incur an increased fee and
for other users to receive a decrease
because users who choose to utilize the
ACT Trade History function have
historically incurred a higher fee than
those who have not utilized the
function. Therefore, the impact of the
proposed change will affect users
differently than users who have not
historically utilized the function. The
Exchange believes that the difference in
impact resulting from the proposed
changes is equitable because all users
will be able to use ACT Trade History
without a separate fee and those who
have not used ACT Trade History in the
past may decide to start using the
service. Moreover, the Exchange notes
that users who are dissatisfied with the
proposal (e.g., if they experience an
overall increase) are free to utilize the
FINRA/NYSE TRF and its related frontend service.
The Proposal Is Not Unfairly
Discriminatory
The Exchange believes that the
proposal is not unfairly discriminatory.
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All users of WebLink, Workstation and
WorkX will be required to pay the
proposed increased subscription fee and
the proposed fees will apply to all users
in the same manner. As discussed
above, although some users will incur a
decrease in fees as a result of the
proposed changes, there are some users
whose fees may increase. Users who
have historically chosen to not incur the
additional cost of the ACT Trade
History will pay a modestly higher
proportionate amount. The Exchange
does not believe that this disparity
among users is unfairly discriminatory
because users who choose to utilize the
optional ACT Trade History function
have historically incurred a higher fee
than those who have not utilized the
function. Therefore, the impact of the
proposed change will be different for
those users. The Exchange believes that
the difference in impact resulting from
the proposed changes is not unfairly
discriminatory because all users will be
able to use ACT Trade History without
a separate fee and those who have not
used ACT Trade History in the past may
decide to start using the service.
Additionally, all users, to the extent that
they already subscribe to ACT Trade
History will benefit from the proposed
removal of the ACT Trade History fee
and all users will benefit from the
proration of the first and last month of
their subscription.
Moreover, the Exchange notes that
users who are dissatisfied with the
proposal (e.g., if they experience an
overall increase) are free to utilize the
FINRA/NYSE TRF and its related frontend service.
B. Self-Regulatory Organization’s
Statement on Burden on Competition
The 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.
Intramarket Competition
The Exchange does not believe that its
proposals will place any category of
Exchange participant at a competitive
disadvantage. All users of WebLink,
Workstation and WorkX will be
required to pay the proposed increase
fee for a subscription to any of the three
products and will receive a proration for
the first and last month of their
subscription. To the extent that
members were not utilizing any of the
three products, the proposed fee change
will not place them at a competitive
disadvantage. The Exchange notes that
its members are not required to
subscribe to the products if they believe
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Federal Register / Vol. 87, No. 33 / Thursday, February 17, 2022 / Notices
that the cost of the subscriptions is not
attractive.
The proposed elimination of the ACT
Trade History fee for WebLink,
Workstation and WorkX will have
minimal competitive effect insofar as
some users that utilize the ACT Trade
History service may receive a decrease
in their overall subscription to the
products. As discussed above, although
some users will incur a decrease in fees
and others will incur a fee increase
because of the proposed changes, the
Exchange does not believe that this
difference will result in a competitive
disadvantage to any users because the
proposed rule change will allow all
users of WebLink, Workstation and
WorkX to freely use the tool at no
additional cost.
Firms also have the option of
reporting their trades on the FINRA/
NYSE TRF and utilizing its trade
reporting and regulatory compliance
service products if they are dissatisfied
with the Exchange’s fee proposal.
Intermarket Competition
The Exchange believes that its
proposed modifications to its fee
schedule will not impose any burden on
competition because the increased fees,
proration and removal of ACT Trade
History charges simplifies the
subscription rates for these products
and ensures that the Exchange is able to
continue to provide the best products
that benefit member firms. The
Exchange notes that it operates in a
highly competitive market in which
market participants can readily favor the
FINRA/NYSE TRF if they are
dissatisfied with the fee change or deem
the FINRA/NYSE TRF and its related
front-end products to be more favorable.
The proposed fee changes to WebLink,
Workstation and WorkX are reflective of
this competition.
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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
Pursuant to Section 19(b)(3)(A)(ii) of
the Act,11 the Exchange has designated
this proposal as establishing or changing
a due, fee, or other charge imposed by
the self-regulatory organization on any
person, whether or not the person is a
member of the self-regulatory
organization, which renders the
11 15
U.S.C. 78s(b)(3)(A)(ii).
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17:23 Feb 16, 2022
Jkt 256001
proposed rule change effective upon
filing.
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
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 (https://www.sec.gov/
rules/sro.shtml); or
• Send an email to rule-comments@
sec.gov. Please include File Number SR–
NASDAQ–2022–012 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–NASDAQ–2022–012. 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
10:00 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.
PO 00000
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9099
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–NASDAQ–2022–012 and
should be submitted on or before March
10, 2022.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.12
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2022–03391 Filed 2–16–22; 8:45 am]
BILLING CODE 8011–01–P
DEPARTMENT OF STATE
[Public Notice: 11654]
Notice of Determinations; Culturally
Significant Objects Being Imported for
Exhibition—Determinations: ‘‘Louise
Bourgeois: Paintings’’ Exhibition
Notice is hereby given of the
following determinations: I hereby
determine that certain objects being
imported from abroad pursuant to
agreements with their foreign owners or
custodians for temporary display in the
exhibition ‘‘Louise Bourgeois:
Paintings’’ at The Metropolitan Museum
of Art, New York, New York, the New
Orleans Museum of Art, New Orleans,
Louisiana, and at possible additional
exhibitions or venues yet to be
determined, are of cultural significance,
and, further, that their temporary
exhibition or display within the United
States as aforementioned is in the
national interest. I have ordered that
Public Notice of these determinations be
published in the Federal Register.
FOR FURTHER INFORMATION CONTACT: Chi
D. Tran, Program Administrator, Office
of the Legal Adviser, U.S. Department of
State (telephone: 202–632–6471; email:
section2459@state.gov). The mailing
address is U.S. Department of State, L/
PD, 2200 C Street, NW (SA–5), Suite
5H03, Washington, DC 20522–0505.
SUPPLEMENTARY INFORMATION: The
foregoing determinations were made
pursuant to the authority vested in me
by the Act of October 19, 1965 (79 Stat.
985; 22 U.S.C. 2459), E.O. 12047 of
March 27, 1978, the Foreign Affairs
Reform and Restructuring Act of 1998
(112 Stat. 2681, et seq.; 22 U.S.C. 6501
note, et seq.), Delegation of Authority
No. 234 of October 1, 1999, Delegation
of Authority No. 236–3 of August 28,
SUMMARY:
12 17
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CFR 200.30–3(a)(12).
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]]>Agencies
[Federal Register Volume 87, Number 33 (Thursday, February 17, 2022)]
[Notices]
[Pages 9096-9099]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2022-03391]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-94226; File No. SR-NASDAQ-2022-012]
Self-Regulatory Organizations; The Nasdaq Stock Market LLC;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To
Amend Equity 7, Section 115 of the Fee Schedule
February 11, 2022.
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 January 31, 2022, 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, 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 the Exchange's pricing schedule at
Equity 7, Section 115, as described further below.
The text of the proposed rule change is detailed below: proposed
new language is italicized and proposed deletions are in brackets.
* * * * *
The Nasdaq Stock Market Rules
* * * * *
Equity Rules
* * * * *
Equity 7 Pricing Schedule
* * * * *
Section 115. Ports and Services[dagger]
The charges under this section are assessed by Nasdaq for
connectivity to services and the following systems operated by
Nasdaq or FINRA: The Nasdaq Market Center, FINRA Trade Reporting and
Compliance Engine (TRACE), the FINRA/Nasdaq Trade Reporting
Facility, and the FINRA OTC Reporting Facility (ORF). The following
fees are not applicable to The Nasdaq Options Market LLC. For
related options fees for Ports and other Services refer to Options
7, Section 3 of the Options Rules.
(a)-(d) No change.
(e) Specialized Services Related to FINRA/Nasdaq Trade Reporting
Facility.
[[Page 9097]]
WebLink ACT or Nasdaq............. $[5]625[.00]/month
Workstation Post Trade............ A subscription includes: The Trade
Reporting File Upload service,
which allows members to upload
multiple trade reports in batches
to ACT; and the ACT Reject Scan
service, which provides a list of
all of a member's rejected ACT
trade entries and a copy of each
rejected trade report form
submitted to ACT.
[$225 per month for the ACT Trade
History service which provides
searchable access to a member's
trades that are older than six
months dating back to 2009.]
ACT Workstation................... $[5]625/logon/month
[$225 per month for the ACT Trade
History service which provides
searchable access to a member's
trades that are older than six
months dating back to 2009.]
Nasdaq WorkX...................... $[5]625/logon/month
[$225 per month for the ACT Trade
History service which provides
searchable access to a member's
trades that are older than one year
dating back five years.] For
customers using both Act
Workstation and Nasdaq WorkX, fees
for Nasdaq WorkX will be waived for
the first month of service.
(f)-(j) No change.
[dagger] Fees, other than the specialized service fees in
Section 115(e), are assessed in full month increments under this
section, and thus are not prorated.
* * * * *
(b) Not applicable.
(c) Not applicable.
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 purpose of the proposed rule change is to amend the Exchange's
schedule of fees, at Equity 7, Section 115(e). In April 2021, the
Exchange enhanced its connectivity, surveillance and risk management
services by launching three re-platformed products including Nasdaq
WorkX\TM\ (``WorkX'').\3\ These changes were filed by the Exchange on
April 20, 2021 and published in the Federal Register on May 7, 2021.\4\
The Exchange noted in the filing that as it rolled out the enhanced
products, the fees for the re-platformed products would be the same as
the fees for the corresponding non-re-platformed products. After the
first month of service on WorkX, a member firm is expected to fully
migrate to the new product and is charged for any fees incurred for
using the new products thereafter. To date, the Exchange continues to
assist its members in migrating from Workstation to WorkX.
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\3\ WorkX is a re-platformed version of Workstation that
simplifies compliance with regulatory responsibilities and enhances
the user experience with improved workflow, system performance, and
data visualization. WorkX also upgrades trade reporting and
monitoring with a modern user interface using cloud-based
technology.
\4\ See Securities Exchange Act Release No. 91744 (May 3, 2021),
86 FR 24685 (May 7, 2021) (NASDAQ-2021-025).
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The Exchange proposes to increase its existing fees for ACT
Workstation (``Workstation''),\5\ WebLink ACT or Nasdaq Workstation
Post Trade (``WebLink''), \6\ and WorkX from $525 to $625. These fees
solely apply to the FINRA/Nasdaq Trade Reporting Facility (TRF) related
services.
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\5\ Workstation is a web-based application that electronically
facilitates trade reporting and clearing functions for trades
reported to the FINRA/Nasdaq TRF. Workstation services include trade
entry, trade scan, and uploads for bulk trade entry to support
FINRA/Nasdaq TRF participant trade reporting in accordance with
Financial Industry Regulatory Authority (``FINRA'') rules.
\6\ Workstation and WebLink are identical applications that
perform the same functions. For historical reasons, they each have
separate entries on the Exchange's fee schedule. WebLink, the same
as Workstation, is a web-based application that electronically
facilitates trade reporting and clearing functions for trades
reported to the FINRA/Nasdaq TRF.
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The Exchange also proposes to eliminate the ACT Trade History
service fee of $225 for each of these existing products. The ACT Trade
History service provides searchable access to a member's trades.\7\ The
Exchange believes it is important for users to freely perform unlimited
scans and queries of their trade history to effectively perform their
regulatory responsibilities without being hampered by the separate ACT
Trade History charge.\8\
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\7\ WebLink and Workstation provide searchable access to a
member's trades that are older than six months dating back to 2009.
WorkX provides searchable access to a member's trades that are older
than one year dating back five years.
\8\ In its capacity as a Business Member of the FINRA/Nasdaq
TRF, Nasdaq also plans to separately eliminate the $0.50 per query
fee that is charged for querying reported transactions in the FINRA/
Nasdaq TRF using Workstation, WebLink and WorkX. The change was
proposed in FINRA-2022-002, which was filed on January 31, 2022.
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Additionally, the Exchange proposes to prorate the cost of the
first and last month of a user's subscription to the WebLink,
Workstation and WorkX products.
2. Statutory Basis
The Exchange believes that its proposal is consistent with Section
6(b) of the Act,\9\ in general, and furthers the objectives of Sections
6(b)(4) and 6(b)(5) of the Act,\10\ 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.
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\9\ 15 U.S.C. 78f(b).
\10\ 15 U.S.C. 78f(b)(4) and (5).
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The Exchange's proposal is reasonable in several respects. As a
threshold matter, the FINRA/Nasdaq TRF and its related front-end
products are subjected to significant competitive forces in the market
for trade reporting and regulatory compliance services that constrain
the Exchange's pricing determinations for Workstation, WebLinks and
WorkX. The Commission and the courts have repeatedly expressed their
preference for competition over regulatory intervention in determining
prices, products, and services in the securities markets.
The competitive nature of this market is evidenced by the FINRA/
NYSE TRF, to which firms may report their trade instead of the FINRA/
Nasdaq TRF, and which offers a similar front-end trade reporting and
regulatory compliance service to trade report, clear and monitor
compliance for activity on its facility. Firms may choose to trade
report with the FINRA/NYSE TRF based on the features and functionality
of the TRF or based on the features and functionality of the regulatory
reporting and compliance front-end services
[[Page 9098]]
offered for the FINRA/NYSE TRF. Within this competitive environment,
customers can freely select the FINRA/NYSE trade reporting facility and
its trade reporting and compliance front-end services in response to
changes in the Exchange's pricing schedule.
The Proposal Is Reasonable
The Exchange believes that the proposal to raise fees for
Workstation, WebLinks and WorkX is reasonable because of the
competitive forces described above. Moreover, the Exchange has not
adjusted its fees for these products since 2016.
Additionally, the Exchange believes that it is reasonable to remove
the ACT Trade History data charge from WebLink, Workstation and WorkX
because removal of this fee streamlines the cost to one base fee with
no add-on search charges and will allow users to freely perform
unlimited query searches of their trade history. As discussed above,
these searches assist users in performing their regulatory
responsibilities. Additionally, the proposed fee increase of $100 for
using Weblink, Workstation or WorkX is less than half of the current
ACT Trade History fee. Therefore, users who utilize the trade history
feature may incur decreased fees. For example, a user who is subscribed
to one log-on for WorkX and utilizes the ACT Trade History search
feature currently pays $750/month. Under the proposed fee changes, the
subscriber will pay $625/month. Although some users will incur a
decrease in fees as a result of the proposed changes, there are some
users whose fees may increase. For example, a user who is subscribed to
one log-on for WorkX and does not utilize the ACT Trade History search
feature currently pays $525/month. Under the proposed fee changes, the
subscriber will pay $625/month with no additional charge for the use of
the ACT Trade History. Because users who choose to utilize the optional
ACT Trade History function have historically incurred a higher fee than
those who have not utilized the function, the impact of the proposed
change will be different for those users. The Exchange believes that
the difference in impact resulting from the proposed changes is
reasonable and not unfairly discriminatory because all users will be
able to use ACT Trade History without a separate fee and those who have
not used ACT Trade History in the past may decide to start using the
service. Moreover, the Exchange notes that users who are dissatisfied
with the proposal (e.g., if they experience an overall increase) are
free to utilize the FINRA/NYSE TRF and its related front-end service.
Additionally, the Exchange believes that it is reasonable to
prorate the fees for the first and last month of a user's subscription
to Workstation, Weblink and WorkX. For example, the Exchange believes
that it is reasonable to charge a user who unsubscribes to any of the
three products on December 2 or subscribes on December 30 only for the
days that they are actually subscribed to the products.
The Proposal Is an Equitable Allocation of Fees
Nasdaq believes that the proposed rule change will allocate fees
fairly among the users of WebLink, Workstation and WorkX.
The Exchange believes that it protects investors and is an
equitable allocation to eliminate its existing $225 ACT Trade History
fee. As discussed above, removal of the fee eliminates any impediment
for users to freely utilize the search functions to monitor and satisfy
their regulatory responsibilities. Moreover, the Exchange believes that
prorating the fees for the first and final month of a user's
subscription will ensure that the fees are equitable to a user's
utilization of the products.
Lastly, although all users of Workstation, WebLink and WorkX
products will incur an increased monthly fee for use of the products,
some users who utilize the optional ACT Trade History function will
receive a decrease in their overall fees. The Exchange believes it is
equitable for some users to incur an increased fee and for other users
to receive a decrease because users who choose to utilize the ACT Trade
History function have historically incurred a higher fee than those who
have not utilized the function. Therefore, the impact of the proposed
change will affect users differently than users who have not
historically utilized the function. The Exchange believes that the
difference in impact resulting from the proposed changes is equitable
because all users will be able to use ACT Trade History without a
separate fee and those who have not used ACT Trade History in the past
may decide to start using the service. Moreover, the Exchange notes
that users who are dissatisfied with the proposal (e.g., if they
experience an overall increase) are free to utilize the FINRA/NYSE TRF
and its related front-end service.
The Proposal Is Not Unfairly Discriminatory
The Exchange believes that the proposal is not unfairly
discriminatory. All users of WebLink, Workstation and WorkX will be
required to pay the proposed increased subscription fee and the
proposed fees will apply to all users in the same manner. As discussed
above, although some users will incur a decrease in fees as a result of
the proposed changes, there are some users whose fees may increase.
Users who have historically chosen to not incur the additional cost of
the ACT Trade History will pay a modestly higher proportionate amount.
The Exchange does not believe that this disparity among users is
unfairly discriminatory because users who choose to utilize the
optional ACT Trade History function have historically incurred a higher
fee than those who have not utilized the function. Therefore, the
impact of the proposed change will be different for those users. The
Exchange believes that the difference in impact resulting from the
proposed changes is not unfairly discriminatory because all users will
be able to use ACT Trade History without a separate fee and those who
have not used ACT Trade History in the past may decide to start using
the service. Additionally, all users, to the extent that they already
subscribe to ACT Trade History will benefit from the proposed removal
of the ACT Trade History fee and all users will benefit from the
proration of the first and last month of their subscription.
Moreover, the Exchange notes that users who are dissatisfied with
the proposal (e.g., if they experience an overall increase) are free to
utilize the FINRA/NYSE TRF and its related front-end service.
B. Self-Regulatory Organization's Statement on Burden on Competition
The 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.
Intramarket Competition
The Exchange does not believe that its proposals will place any
category of Exchange participant at a competitive disadvantage. All
users of WebLink, Workstation and WorkX will be required to pay the
proposed increase fee for a subscription to any of the three products
and will receive a proration for the first and last month of their
subscription. To the extent that members were not utilizing any of the
three products, the proposed fee change will not place them at a
competitive disadvantage. The Exchange notes that its members are not
required to subscribe to the products if they believe
[[Page 9099]]
that the cost of the subscriptions is not attractive.
The proposed elimination of the ACT Trade History fee for WebLink,
Workstation and WorkX will have minimal competitive effect insofar as
some users that utilize the ACT Trade History service may receive a
decrease in their overall subscription to the products. As discussed
above, although some users will incur a decrease in fees and others
will incur a fee increase because of the proposed changes, the Exchange
does not believe that this difference will result in a competitive
disadvantage to any users because the proposed rule change will allow
all users of WebLink, Workstation and WorkX to freely use the tool at
no additional cost.
Firms also have the option of reporting their trades on the FINRA/
NYSE TRF and utilizing its trade reporting and regulatory compliance
service products if they are dissatisfied with the Exchange's fee
proposal.
Intermarket Competition
The Exchange believes that its proposed modifications to its fee
schedule will not impose any burden on competition because the
increased fees, proration and removal of ACT Trade History charges
simplifies the subscription rates for these products and ensures that
the Exchange is able to continue to provide the best products that
benefit member firms. The Exchange notes that it operates in a highly
competitive market in which market participants can readily favor the
FINRA/NYSE TRF if they are dissatisfied with the fee change or deem the
FINRA/NYSE TRF and its related front-end products to be more favorable.
The proposed fee changes to WebLink, Workstation and WorkX are
reflective of this 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
Pursuant to Section 19(b)(3)(A)(ii) of the Act,\11\ the Exchange
has designated this proposal as establishing or changing a due, fee, or
other charge imposed by the self-regulatory organization on any person,
whether or not the person is a member of the self-regulatory
organization, which renders the proposed rule change effective upon
filing.
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\11\ 15 U.S.C. 78s(b)(3)(A)(ii).
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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
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 (https://www.sec.gov/rules/sro.shtml); or
Send an email to [email protected]. Please include
File Number SR-NASDAQ-2022-012 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-NASDAQ-2022-012. 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 10:00 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-NASDAQ-2022-012 and should be submitted
on or before March 10, 2022.
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\12\ 17 CFR 200.30-3(a)(12).
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\12\
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2022-03391 Filed 2-16-22; 8:45 am]
BILLING CODE 8011-01-P
