64412 Federal Register / Vol. 83, No. 240 / Friday, December 14, 2018 / Notices 

58 Id. 59 Id. 60See supra Item II(A)2(i)C. 61 15 U.S.C. 78q–1(b)(3)(D). 62See supra Item II(A)2(ii)C. 63 15 U.S.C. 78q–1(b)(3)(F). 64 15 U.S.C. 78q–1(b)(3)(I). 65 Id. 

66 15 U.S.C. 78s(b)(3)(A). 

67 17 CFR 240.19b–4(f). 

68 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. 

it could create a burden on competition 

by negatively affecting such 

Participants’ operating costs. However, 

DTC believes that the burden on 

competition would not be significant 

and would be necessary and appropriate 

in furtherance of the purposes of the 

Act, as permitted by Section 17A(b)(3)(I) 

of the Act.58

Burden on Competition Would Not Be 

Significant. DTC believes that any 

burden on competition that may be 

imposed by the proposed increase of the 

surcharge for the late submission of a 

LOR or BLOR would be insignificant 

because (1) the increase would be a 

modest amount ($100) that would only 

apply when a Participant submits a late 

LOR or BLOR, and (2) a Participant can 

avoid the surcharge by submitting the 

LOR or BLOR on time. 

Burden on Competition Would Be 

Necessary and Appropriate. DTC 

believes that any insignificant burden 

on competition that is created by the 

proposed increase of the surcharge for 

the late submission of a LOR or BLOR 

would be necessary and appropriate in 

furtherance of the purposes of the Act, 

as permitted by Section 17A(b)(3)(I) of 

the Act.59 As discussed above, DTC 

believes that the proposed rule changes 

would (1) provide for the equitable 

allocation of reasonable fees,60 as 

required by Section 17A(b)(3)(D) of the 

Act,61 and (2) promote the prompt and 

accurate clearance and settlement of 

securities transactions,62 consistent 

with Section 17A(b)(3)(F) of the Act.63

Therefore, DTC believes that any 

insignificant burden on competition that 

may be imposed by the proposed rule 

changes addressed immediately above 

would be necessary and appropriate in 

furtherance of the purposes of the Act, 

specifically Section 17A(b)(3)(D) of the 

Act and Section 17A(b)(3)(F) of the Act, 

respectively, as permitted by Section 

17A(b)(3)(I) of the Act.64

(iv) Clarify the Fee Guide 

No Impact on Competition. DTC 

believes that each of the proposed 

clarifications to the Fee Guide, as 

described in Item II(A)1(ii)F (Clarify the 

Fee Guide), would not have an impact 

on competition.65 Each of these changes 

would amend certain headings, fee 

names, and fee conditions to improve 

the accuracy and clarity of the Fee 

Guide. Having an accurate and clear Fee 

Guide would facilitate Participants’ 

understanding of the Fee Guide and 

their obligations thereunder, and so 

would not affect the rights and 

obligations of any Participant or other 

interested party. Therefore, DTC 

believes that each of the proposed 

clarifications to the Fee Guide, as 

described in Item II(A)1(ii)F (Clarify the 

Fee Guide), would not have an impact 

on competition. 

(C) Clearing Agency’s Statement on 

Comments on the Proposed Rule 

Change Received From Members, 

Participants, or Others 

Written comments relating to this 

proposed rule change have not been 

solicited or received. DTC will notify 

the Commission of any written 

comments received by DTC. 

III. Date of Effectiveness of the 

Proposed Rule Change, and Timing for 

Commission Action 

The foregoing rule change has become 

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

of the Act 66 and paragraph (f) of Rule 

19b–4 thereunder.67 At any time within 

60 days of the filing of the proposed rule 

change, the Commission summarily may 

temporarily suspend such rule change if 

it appears to the Commission that such 

action is necessary or appropriate in the 

public interest, for the protection of 

investors, or otherwise in furtherance of 

the purposes of the Act. 

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– 

DTC–2018–011 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Secretary, Securities and Exchange 

Commission, 100 F Street NE, 

Washington, DC 20549. 

All submissions should refer to File 

Number SR–DTC–2018–011. 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 DTC and on DTCC’s website 

(http://dtcc.com/legal/sec-rulefilings.aspx). 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–DTC– 

2018–011 and should be submitted on 

or before January 4, 2019. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.68

Eduardo A. Aleman, 

Deputy Secretary. 

[FR Doc. 2018–27078 Filed 12–13–18; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–84767; File No. SR–NYSE– 

2018–59] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change To Extend the 

Pilot Period for the Exchange’s Retail 

Liquidity Program Until the Earlier of 

Approval of the Filing To Make the 

Program Permanent or June 30, 2019 

December 10, 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 November 


amozie on DSK3GDR082PROD with NOTICES1
Federal Register / Vol. 83, No. 240 / Friday, December 14, 2018 / Notices 64413 

4See Securities Exchange Act Release No. 83540 

(June 28, 2018), 83 FR 31234 (July 3, 2018) (SR– 

NYSE–2018–29). 

5See Securities Exchange Act Release No. 67347 

(July 3, 2012), 77 FR 40673 (July 10, 2012) (SR– 

NYSE–2011–55) (‘‘RLP Approval Order’’). 

6See id. at 40681; see also SR–NYSE–2018–28 

(filing to make Rule 107C, which sets forth the 

Exchange’s Retail Liquidity Program, permanent). 7Concurrently with this filing, the Exchange has 

submitted a request for an extension of the 

exemption under Regulation NMS Rule 612 

previously granted by the Commission that permits 

it to accept and rank the undisplayed RPIs. See 

Letter from Martha Redding, Associate General 

Counsel and Asst. Corporate Secretary, NYSE 

Group, Inc., to Brent J. Fields, Secretary, Securities 

and Exchange Commission, dated November 30, 

2018. 

8The Exchange notes that the proposed 

amendment to Rule 107C(m) would amend the 

current version of Rule 107C(m), which the 

Exchange also proposes to amend as part of the 

Exchange’s filing to make Rule 107C permanent. 

See SR–NYSE–2018–28. 

9 15 U.S.C. 78f(b). 

10 15 U.S.C. 78f(b)(5). 

30, 2018, New York Stock Exchange 

LLC (‘‘NYSE’’ 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 selfregulatory 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 extend the 

pilot period for the Exchange’s Retail 

Liquidity Program (the ‘‘Retail Liquidity 

Program’’ or the ‘‘Program’’), which is 

currently scheduled to expire on 

December 31, 2018, until the earlier of 

approval of the filing to make the 

Program permanent or June 30, 2019. 

The proposed rule 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 Exchange proposes to extend the 

pilot period for the Retail Liquidity 

Program, currently scheduled to expire 

on December 31, 2018,4 until the earlier 

of approval of the filing to make the 

Program permanent or June 30, 2019. 

Background 

In July 2012, the Commission 

approved the Retail Liquidity Program 

on a pilot basis.5 The Program is 

designed to attract retail order flow to 

the Exchange, and allows such order 

flow to receive potential price 

improvement. The Program is currently 

limited to trades occurring at prices 

equal to or greater than $1.00 per share. 

Under the Program, Retail Liquidity 

Providers (‘‘RLPs’’) are able to provide 

potential price improvement in the form 

of a non-displayed order that is priced 

better than the Exchange’s best 

protected bid or offer (‘‘PBBO’’), called 

a Retail Price Improvement Order 

(‘‘RPI’’). When there is an RPI in a 

particular security, the Exchange 

disseminates an indicator, known as the 

Retail Liquidity Identifier, indicating 

that such interest exists. Retail Member 

Organizations (‘‘RMOs’’) can submit a 

Retail Order to the Exchange, which 

would interact, to the extent possible, 

with available contra-side RPIs. 

The Retail Liquidity Program was 

approved by the Commission on a pilot 

basis. Pursuant to NYSE Rule 107C(m), 

the pilot period for the Program is 

scheduled to end on December 31, 2018. 

Proposal To Extend the Operation of the 

Program 

The Exchange established the Retail 

Liquidity Program in an attempt to 

attract retail order flow to the Exchange 

by potentially providing price 

improvement to such order flow. The 

Exchange believes that the Program 

promotes competition for retail order 

flow by allowing Exchange members to 

submit RPIs to interact with Retail 

Orders. Such competition has the ability 

to promote efficiency by facilitating the 

price discovery process and generating 

additional investor interest in trading 

securities, thereby promoting capital 

formation. The Exchange believes that 

extending the pilot is appropriate 

because it will allow the Exchange and 

the Commission additional time to 

analyze data regarding the Program that 

the Exchange has committed to provide 

and consider the Exchange’s filing to 

make the filing permanent.6 As such, 

the Exchange believes that it is 

appropriate to extend the current 

operation of the Program.7 Through this 

filing, the Exchange seeks to amend 

NYSE Rule 107C(m) 8 and extend the 

current pilot period of the Program until 

the earlier of approval of the filing to 

make the Program permanent or June 

30, 2019. 

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

Section 6(b) of the Act,9 in general, and 

furthers the objectives of Section 6(b)(5) 

of the Act,10 in particular, in that it is 

designed to promote just and equitable 

principles of trade, to remove 

impediments to and perfect the 

mechanism of a free and open market 

and a national market system, and, in 

general, to protect investors and the 

public interest. 

The Exchange believes that extending 

the pilot period for the Retail Liquidity 

Program is consistent with these 

principles because the Program is 

reasonably designed to attract retail 

order flow to the exchange environment, 

while helping to ensure that retail 

investors benefit from the better price 

that liquidity providers are willing to 

give their orders. Additionally, as 

previously noted, the competition 

promoted by the Program may facilitate 

the price discovery process and 

potentially generate additional investor 

interest in trading securities. The 

extension of the pilot period will allow 

the Commission and the Exchange to 

continue to monitor the Program for its 

potential effects on public price 

discovery, and on the broader market 

structure. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change will impose 

any burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. The 

proposed rule change simply extends an 

established pilot program for an 

additional six months, thus allowing the 

Retail Liquidity Program to enhance 

competition for retail order flow and 

contribute to the public price discovery 

process. 

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. 


amozie on DSK3GDR082PROD with NOTICES1
64414 Federal Register / Vol. 83, No. 240 / Friday, December 14, 2018 / Notices 

11 15 U.S.C. 78s(b)(3)(A)(iii). 

12 17 CFR 240.19b–4(f)(6). 

13 17 CFR 240.19b–4(f)(6). 

14 17 CFR 240.19b–4(f)(6)(iii). 

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

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 83454 

(June 15, 2018), 83 FR 28874 (‘‘Notice’’). 

4See Securities Exchange Act Release No. 83749, 

83 FR 38393 (August 6, 2018). The Commission 

designated September 19, 2018, as the date by 

which the Commission shall approve or disapprove, 

or institute proceedings to determine whether to 

disapprove, the proposed rule change. 

5 15 U.S.C. 78s(b)(2)(B). 

6See Securities Exchange Act Release No. 84183, 

83 FR 48350 (September 24, 2018) (‘‘Order 

Instituting Proceedings’’). 

7 15 U.S.C. 78s(b)(2). 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The Exchange has filed the proposed 

rule change pursuant to Section 

19(b)(3)(A)(iii) of the Act 11 and Rule 

19b–4(f)(6) thereunder.12 Because the 

proposed rule change does not: (i) 

Significantly affect the protection of 

investors or the public interest; (ii) 

impose any significant burden on 

competition; and (iii) become operative 

prior to 30 days from the date on which 

it was filed, or such shorter time as the 

Commission may designate, if 

consistent with the protection of 

investors and the public interest, the 

proposed rule change has become 

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

of the Act and Rule 19b–4(f)(6)(iii) 

thereunder. 

A proposed rule change filed under 

Rule 19b–4(f)(6) 13 normally does not 

become operative prior to 30 days after 

the date of the filing. However, pursuant 

to Rule 19b–4(f)(6)(iii),14 the 

Commission may designate a shorter 

time if such action is consistent with the 

protection of investors and the public 

interest. The Exchange has asked the 

Commission to waive the 30-day 

operative delay so that the proposal may 

become operative immediately upon 

filing. 

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) 15 of the Act to 

determine whether the proposed rule 

change should be approved or 

disapproved. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s internet 

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

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

NYSE–2018–59 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Secretary, Securities and Exchange 

Commission, 100 F Street NE, 

Washington, DC 20549–1090. 

All submissions should refer to File 

Number SR–NYSE–2018–59. This file 

number should be included on the 

subject line if email is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

internet website (http://www.sec.gov/ 

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

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

available for website viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE, 

Washington, DC 20549, on official 

business days between the hours of 

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

filing also will be available for 

inspection and copying at the principal 

office of the Exchange. All comments 

received will be posted without change. 

Persons submitting comments are 

cautioned that we do not redact or edit 

personal identifying information from 

comment submissions. You should 

submit only information that you wish 

to make available publicly. All 

submissions should refer to File 

Number SR–NYSE–2018–59 and should 

be submitted on or before January 4, 

2019. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.16

Eduardo A. Aleman, 

Deputy Secretary. 

[FR Doc. 2018–27077 Filed 12–13–18; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–84766; File No. SR–NYSE– 

2018–28] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; Notice of 

Designation of Longer Period for 

Commission Action on Proceedings To 

Determine Whether To Approve or 

Disapprove a Proposed Rule To Make 

Permanent the Retail Liquidity 

Program Pilot, Which is Set To Expire 

on December 31, 2018 

December 10, 2018. 

On June 4, 2018, New York Stock 

Exchange LLC (‘‘Exchange’’) filed with 

the Securities and Exchange 

Commission (‘‘Commission’’), pursuant 

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

Exchange Act of 1934 (‘‘Exchange 

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

proposed rule change to make 

permanent the Exchange’s Retail 

Liquidity Program Pilot (‘‘Program’’). 

The proposed rule change was 

published for comment in the Federal 

Register on June 21, 2018.3 On July 31, 

2018, the Commission designated a 

longer period within which to approve 

the proposed rule change, disapprove 

the proposed rule change, or institute 

proceedings to determine whether to 

disapprove the proposed rule change.4

On September 18, 2018, the 

Commission instituted proceedings 

under Section 19(b)(2)(B) of the Act 5 to 

determine whether to approve or 

disapprove the proposed rule change.6

The Commission received no comment 

letters on the proposed rule change. 

Section 19(b)(2) of the Act 7 provides 

that, after initiating proceedings, the 

Commission shall issue an order 

approving or disapproving the proposed 

rule change not later than 180 days after 

the date of publication of notice of filing 

of the proposed rule change. The 

Commission may, however, extend the 

period for issuing an order approving or 

disapproving the proposed rule change 

by not more than 60 days if the 

Commission determines that a longer 

period is appropriate and publishes the 


amozie on DSK3GDR082PROD with NOTICES1