[Federal Register Volume 83, Number 243 (Wednesday, December 19, 2018)]
[Notices]
[Pages 65190-65192]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2018-27408]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-84819; File No. SR-NYSEArca-2018-90]


Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing 
and Immediate Effectiveness of Proposed Rule Change Amending the NYSE 
Arca Equities Fees and Charges

December 13, 2018.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 
1934 (the ``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby 
given that, on December 3, 2018, NYSE Arca, Inc. (the ``Exchange'' or 
``NYSE Arca'') filed with the Securities and Exchange Commission (the 
``Commission'') the proposed rule change as described in Items I, II, 
and III below, which Items have been prepared by the self-regulatory 
organization. The Commission is publishing this notice to solicit 
comments on the proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 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 NYSE Arca Equities Fees and 
Charges (``Fee Schedule''). 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 amend the Fee Schedule by increasing the 
credit applicable to the Retail Order Step-Up Tier 2, as described 
below.
    The Exchange currently has a Retail Order Step-Up Tier 2 credit of 
$0.0035 per share for Retail Orders \4\ that provide displayed 
liquidity during the month in Tape A, Tape B and Tape C Securities that 
applies to ETP Holders, including Market Makers, that provide liquidity 
an average daily share volume per month of 1.10% or more of the U.S. 
CADV, and execute an ADV of Retail Orders with a time-in-force 
designation of Day that add or remove liquidity during the month that 
is an increase of 0.35% or more of the U.S. CADV above their April 2018 
ADV taken as a percentage of U.S. CADV. Retail Orders with a time-in-
force designation of Day that remove liquidity from the Book are not 
charged a fee.\5\ The Exchange proposes to increase the current credit 
for Retail Orders that provide displayed liquidity during the month in 
Tape A, Tape B and Tape C Securities to $0.0038 per share. The Exchange 
is not proposing any other change to the Retail Order Step-Up Tier 2.
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    \4\ A Retail Order is an agency order that originates from a 
natural person and is submitted to the Exchange by an ETP Holder, 
provided that no change is made to the terms of the order to price 
or side of market and the order does not originate from a trading 
algorithm or any other computerized methodology. See Securities 
Exchange Act Release No. 67540 (July 30, 2012), 77 FR 46539 (August 
3, 2012) (SR-NYSEArca-2012-77).
    \5\ See Securities Exchange Act Release No. 83828 (August 10, 
2018), 83 FR 40816 (August 16, 2018) (SR-NYSEArca-2018-58). An ETP 
Holder that qualifies for the Retail Order Step-Up Tier 2 also 
receives a credit of $0.0035 per share for orders (not just Retail 
Orders) that provide displayed liquidity to the order book in Tape C 
Securities, and an incremental credit of $0.0002 per share for 
orders that provide non-displayed liquidity to the order book in 
Tape C Securities. The incremental credit is in addition to the ETP 
Holder's or Market Maker's Tiered or Basic Rate credit(s). Pursuant 
to the Retail Order Step-Up Tier 2, ETP Holders and Market Makers 
pay a fee of $0.0027 per share for orders that take liquidity from 
the order book in Tape C Securities.
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    For all other fees and credits, tiered or basic rates apply based 
on a firm's qualifying levels.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Act,\6\ in general, and furthers the 
objectives of Sections 6(b)(4) and (5) of the Act,\7\ in particular, 
because it provides for the equitable allocation of reasonable dues, 
fees, and other charges among its members, issuers and other persons 
using its facilities and does not unfairly discriminate between 
customers, issuers, brokers or dealers.
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    \6\ 15 U.S.C. 78f(b).
    \7\ 15 U.S.C. 78f(b)(4) and (5).

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[[Page 65191]]

    The Exchange believes that the amendment to the Retail Order Step-
Up Tier 2 is reasonable, equitable and not unfairly discriminatory 
because the proposed amendment would apply uniformly to all similarly 
situated ETP Holders and Market Makers that send orders to the 
Exchange. The Exchange believes providing increased credits for Retail 
Orders that provide displayed liquidity in Tape A, Tape B and Tape C 
Securities will incentivize ETP Holders to send a greater number of 
such orders to the Exchange and therefore provide greater liquidity 
that supports the quality of price discovery and promotes market 
transparency. The Exchange further believes that the proposed increased 
credit would create an added financial incentive for ETP Holders to 
bring additional retail order flow to a public market. The Exchange 
believes that by recalibrating the credits for providing liquidity will 
attract additional order flow and liquidity to the Exchange, thereby 
contributing to price discovery on the Exchange and benefiting 
investors generally.
    The Exchange believes the Retail Order Step-Up Tier 2 is equitable 
and not unfairly discriminatory because it is available to all ETP 
Holders and Market Makers on an equal basis and provides discounts that 
are reasonably related to the value to the Exchange's market quality 
associated with higher volumes. The Exchange does not believe that it 
is unfairly discriminatory to offer increased credits to ETP Holders 
and Market Makers as these participants would be subject to additional 
volume requirements.
    The Exchange believes that the proposed rule change is equitable 
and not unfairly discriminatory because maintaining or increasing the 
proportion of Retail Orders in exchange-listed securities that are 
executed on a registered national securities exchange (rather than 
relying on certain available off-exchange execution methods) would 
contribute to investors' confidence in the fairness of their 
transactions and would benefit all investors by deepening the 
Exchange's liquidity pool, supporting the quality of price discovery, 
promoting market transparency and improving investor protection. This 
aspect of the proposed rule change also is consistent with the Act 
because all similarly situated ETP Holders would pay the same rate, as 
is currently the case, and because all ETP Holders would be eligible to 
qualify for the rates by satisfying the related threshold, where 
applicable. Furthermore, the submission of Retail Orders is optional 
for ETP Holders, in that an ETP Holder could choose whether to submit 
Retail Orders and, if it does, the extent of its activity in this 
regard.
    For the foregoing reasons, the Exchange believes that the proposal 
is consistent with the Act.

B. Self-Regulatory Organization's Statement on Burden on Competition

    In accordance with Section 6(b)(8) of the Act,\8\ the Exchange 
believes that the proposed rule change would not impose any burden on 
competition that is not necessary or appropriate in furtherance of the 
purposes of the Act. Instead, the Exchange believes that the proposed 
rule change would encourage the submission of additional liquidity to a 
public exchange, thereby promoting price discovery and transparency and 
enhancing order execution opportunities for ETP Holders and Market 
Makers. The Exchange believes that this could promote competition 
between the Exchange and other execution venues, including those that 
currently offer comparable transaction pricing, by encouraging 
additional orders to be sent to the Exchange for execution. The 
Exchange also believes that the proposed rule change is consistent with 
the Act because it strikes an appropriate balance between fees and 
credits, which will encourage submission of orders to the Exchange, 
thereby promoting competition.
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    \8\ 15 U.S.C. 78f(b)(8).
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    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 and 
rebates to remain competitive with other exchanges and to attract order 
flow to the Exchange. Because competitors are free to modify their own 
fees and credits in response, and because market participants may 
readily adjust their order routing practices, the Exchange believes 
that the degree to which fee changes in this market may impose any 
burden on competition is extremely limited. As a result of all of these 
considerations, the Exchange does not believe that the proposed changes 
will impair the ability of ETP Holders or competing order execution 
venues to maintain their competitive standing in the financial markets.

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    No written comments were solicited or received with respect to the 
proposed rule change.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    The foregoing rule change is effective upon filing pursuant to 
Section 19(b)(3)(A) \9\ of the Act and subparagraph (f)(2) of Rule 19b-
4 \10\ thereunder, because it establishes a due, fee, or other charge 
imposed by the Exchange.
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    \9\ 15 U.S.C. 78s(b)(3)(A).
    \10\ 17 CFR 240.19b-4(f)(2).
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    At any time within 60 days of the filing of such proposed rule 
change, the Commission summarily may temporarily suspend such rule 
change if it appears to the Commission that such action is necessary or 
appropriate in the public interest, for the protection of investors, or 
otherwise in furtherance of the purposes of the Act. If the Commission 
takes such action, the Commission shall institute proceedings under 
Section 19(b)(2)(B) \11\ of the Act to determine whether the proposed 
rule change should be approved or disapproved.
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    \11\ 15 U.S.C. 78s(b)(2)(B).
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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

    <bullet> Use the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or
    <bullet> Send an email to <a href="/cdn-cgi/l/email-protection#0674736a632b65696b6b636872754675636528616970"><span class="__cf_email__" data-cfemail="6012150c054d030f0d0d050e1413201305034e070f16">[email protected]</span></a>. Please include 
File Number SR-NYSEArca-2018-90 on the subject line.

Paper Comments

    <bullet> 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-NYSEArca-2018-90. 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/

[[Page 65192]]

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-NYSEArca-2018-90 and should 
be submitted on or before January 9, 2019.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\12\
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    \12\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Deputy Secretary.
[FR Doc. 2018-27408 Filed 12-18-18; 8:45 am]
BILLING CODE 8011-01-P


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