66818 Federal Register / Vol. 83, No. 247 / Thursday, December 27, 2018 / Notices 

22 15 U.S.C. 78s(b)(3)(A). 

23 17 CFR 240.19b–4(f)(6). As required under Rule 

19b–4(f)(6)(iii), the Exchange provided the 

Commission with written notice of its intent to file 

the proposed rule change, along with a brief 

description and the text of the proposed rule 

change, at least five business days prior to the date 

of filing of the proposed rule change, or such 

shorter time as designated by the Commission. 

24 17 CFR 240.19b–4(f)(6). 

25 17 CFR 240.19b–4(f)(6)(iii). 

26The Commission notes that, according to the 

Exchange, the Target Fund and the Acquiring Fund 

will satisfy all applicable requirements of the 1940 

Act and the 1933 Act in connection with the 

Reorganization. 

27For purposes only of waiving the 30-day 

operative delay, the Commission also has 

considered the proposed rule’s impact on 

efficiency, competition, and capital formation. See 

15 U.S.C. 78c(f). 

28 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. 

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 

Because the foregoing 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 for 30 days from the date on 

which it was filed, or such shorter time 

as the Commission may designate, it has 

become effective pursuant to Section 

19(b)(3)(A) of the Act 22 and Rule 19b– 

4(f)(6) thereunder.23

A proposed rule change filed under 

Rule 19b–4(f)(6) 24 normally does not 

become operative for 30 days after the 

date of filing. However, Rule 19b– 

4(f)(6)(iii) 25 permits the Commission to 

designate a shorter time if such action 

is consistent with the protection of 

investors and the public interest. In its 

filing with the Commission, the 

Exchange requested that the 

Commission waive the 30-day operative 

delay so that the proposed rule change 

may become operative upon filing. The 

Commission notes that the Exchange’s 

proposal would make organizational 

and administrative changes that would 

be implemented as a result of the 

Reorganization, as well as reflect a 

change in the cut-off time for orders to 

create or redeem Shares. The 

Commission believes that waiver of the 

30-day operative delay would permit 

continued listing and trading of the 

Shares of the Acquiring Fund on the 

Exchange upon shareholder approval of 

the Reorganization.26 For these reasons, 

the Commission believes that waiving 

the 30-day operative delay is consistent 

with the protection of investors and the 

public interest. Therefore, the 

Commission hereby waives the 

operative delay and designates the 

proposal as operative upon filing.27

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. If the 

Commission takes such action, the 

Commission will institute proceedings 

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– 

NYSEArca–2018–92 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-2018–92. 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–NYSEArca–2018–92 and 

should be submitted on or before 

January 17, 2019. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.28

Brent J. Fields, 

Secretary. 

[FR Doc. 2018–27990 Filed 12–26–18; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–84874; File No. SR– 

NYSEArca–2018–80] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change To Modify the NYSE Arca 

Options Fee Schedule in Conjunction 

With Relocating the Trading Floor to a 

New Trading Facility 

December 19, 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 

18, 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 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 modify the 

NYSE Arca Options Fee Schedule (‘‘Fee 

Schedule’’) in conjunction with 

relocating the Trading Floor to a new 

trading facility. The Exchange proposes 

to implement the fee change effective 


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the first day of the month following the 

move. 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 purpose of this filing is to modify 

the Fee Schedule in conjunction with 

the Exchange relocating its Trading 

Floor to a new trading facility that will 

be in a different physical location than 

the current Trading Floor. The Exchange 

is moving into a new, state-of-the-art 

Trading Floor that has been built out to 

reflect today’s market that is heavily 

reliant on technology and electronic 

trading. As such, the Exchange proposes 

to modify certain Trading Floor and 

Equipment fees in connection with the 

move (the ‘‘Floor Fees’’). The Exchange 

proposes that the Floor Fees would be 

implemented on the first day of the 

month following the completion of the 

move, which is anticipated to occur on 

or about mid-March 2019. The Exchange 

is filing the proposed Floor Fees in 

advance of the move to provide 

guidance to floor OTP Holders and OTP 

Firms (collectively, ‘‘OTPs’’) in 

planning for and determining their 

commercial needs to operate on the new 

Trading Floor. 

First, the Exchange proposes to revise 

the Fee Schedule regarding Floor Broker 

equipment fees. The Exchange proposes 

to delete reference to ‘‘Floor Broker 

Order Capture Devices,’’ which refer to 

Exchange-provided hardware that Floor 

Brokers may use on the Trading Floor. 

Currently, not all Floor Brokers use the 

Exchange-provided devices, as some 

firms have chosen to use their own 

computers, i.e., firm-provided devices. 

Regardless of whether a Floor Broker 

uses an Exchange-provided or firmprovided device, Floor Brokers access 

the Exchange using the same software 

on such devices. On the new Trading 

Floor, Floor Broker firms will use their 

own devices that they will purchase or 

have already purchased themselves. 

Because the Exchange will no longer 

provide this hardware device to Floor 

Brokers, the Exchange proposes to 

delete reference to the associated fee for 

such devices from the Fee Schedule. 

Given the removal of reference to the 

Floor Broker Order Capture Device, the 

Exchange proposes to remove reference 

to the ‘‘Pass Through’’ market data fees 

associated with such devices. The 

Exchange proposes that market data fees 

incurred by Floor Brokers will continue 

to be passed through as they are today, 

only now these fees will be addressed 

under the existing line item for ‘‘Wire 

Services,’’ which modification would 

streamline the Fee Schedule. 

The Exchange also proposes to delete 

an obsolete reference to the ‘‘Trade 

Match Terminal Fee,’’ which refers to a 

fee that is no longer charged (or 

incurred) because, as a result of 

advances in technology, a separate 

‘‘terminal’’ is no longer needed to 

transmit information to clearing. The 

Exchange notes that this deletion is a 

‘‘clean up’’ change and (unlike the 

balance of the changes) is not tied to the 

relocation. Finally, given the relocation, 

the Exchange proposes to delete as 

obsolete reference to the ‘‘Vendor 

Equipment Room Cabinet Fee,’’ which 

refers to charges for equipment stored in 

a room adjacent to the current Trading 

Floor, which will not exist on the new 

Trading Floor. 

Next, the Exchange proposes to 

modify the way it charges for Floor 

space utilized by Floor Brokers and 

Market Makers to reflect the business 

needs and preferences of these market 

participants. Floor Brokers utilize their 

Floor space (‘‘Floor Booth’’) akin to 

private office space where employees of 

the same firm communicate with 

customers, receive orders, and 

coordinate covering the Floor to 

announce such orders at designated 

Trading Crowds. Currently, Floor 

Brokers may combine multiple, 

contiguous ‘‘Booths’’ into a single office 

space. By contrast, Market Makers 

operate at the point of sale, which 

necessitates that their Floor space (each, 

a ‘‘Podium’’) be integrated in designated 

Trading Crowd locations. Because 

Market Maker Podia are integrated in 

the Trading Crowd, the more physical 

space occupied by a single Market 

Making firm (i.e., multiple Podia) in a 

given Trading Crowd means less 

physical space for other Market Makers 

to participate in the same Crowd. Thus, 

the Exchange proposes to revise its Fee 

Schedule to charge participants in a 

manner that reflects this reality and to 

encourage the efficient use of space by 

these participants. 

The Exchange currently charges each 

Floor Broker $350 per Floor Booth and 

(as noted above) firms may opt to pay 

for and combine several Booths into a 

single Floor space. On the new Trading 

Floor, the Exchange proposes to enable 

Floor Brokers to specify the amount of 

space needed for their business and to 

charge for the amount utilized (at a 

monthly rate of $80 per linear foot). The 

Exchange believes this pricing would 

offer flexibility to Floor Broker firms to 

customize the precise amount of work 

space needed. The Exchange proposes 

to modify the Fee Schedule to reflect 

this new Floor Booth pricing method. 

Further, the Exchange proposes to 

modify the way it charges for Floor 

space utilized by Market Makers. 

Currently, the Exchange charges $90 per 

month per Market Maker Podium, but 

the size of a ‘‘Podium’’ is not 

standardized and Market Makers have 

not been restricted in the amount of 

space that they use. Also, the Podium 

fee currently covers only the desk space 

utilized. Market Makers currently 

supply their own furniture and 

equipment, including monitors and 

there is no uniformity in size or number 

of the monitors utilized. In the new 

location, the Exchange proposes to offer 

workspaces that more efficiently serve 

Floor participants. To that end, on the 

new Trading Floor, the Market Maker 

Podia available in each Trading Crowd 

are designed to accommodate all Market 

Makers that want to join that Trading 

Crowd. As proposed, each Podium will 

come equipped with a desk, chair, 

computer keyboard and mouse, as well 

as four standard monitors (including set 

up/mounting apparatus to support the 

same). 

The Exchange proposes to implement 

fees that align with the standardized 

podia that will be available on the new 

Trading Floor. The proposed fee 

structure is designed to encourage the 

efficient use and allocation of space to 

Market Makers conducting business on 

the Trading Floor. Further, to reduce the 

potential for a single Market Making 

firm to use more podia space than 

needed in a Trading Crowd, the 

Exchange proposes to scale the per 

Podium fees as follows: 

First Podium: $200 per month; 

Second Podium: $400 per month; 

Third Podium: $800 each per month; 

and 

Fourth Podium: $1,600 each per 

month. 


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66820 Federal Register / Vol. 83, No. 247 / Thursday, December 27, 2018 / Notices 

4The Exchange will only allow the additional 

monitors if the Market Maker does not have a 

second (or third, etc.) Podium adjacent to its first 

Podium. This is to avoid too many monitors in one 

area that may obstruct Floor participants’ line of 

sight. 

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

6 15 U.S.C. 78f(b)(5). 7 15 U.S.C. 78f(b)(4). 

As proposed, on the new Trading 

Floor, only Market Makers with an 

active OTP will be assigned a Market 

Maker podium in a Trading Crowd (i.e., 

Market Makers that have only a Reserve 

OTP are ineligible for podia). Market 

Makers with an active OTP utilize the 

Podia to manage their electronic quotes 

as well as to maintain a presence in the 

Trading Crowd to respond to a call for 

a market. Because Reserve OTPs are not 

active on a trading permit, they cannot 

respond to a call for market, and 

therefore do not need to be present in 

the Trading Crowd. 

As noted above, each Podium comes 

equipped with four standard monitors 

(included in the cost), but Market 

Makers may request up to two 

additional monitors per stand-alone 

Podium for a monthly surcharge of 

$100.4 In addition, Market Makers will 

have the option to upgrade the standardsize monitors (provided by the 

Exchange) to a large or extra-large 

monitor for a one-time surcharge of 

$200 or $300, respectively. In addition, 

to prevent Market Makers from 

monopolizing Trading Floor space, the 

number of podia and monitors will be 

limited. As proposed, each OTP acting 

as a Market Maker on the Trading Floor 

may utilize no more than four podia and 

each such OTP in a given Trading 

Crowd may utilize no more than two 

podia, or eight monitors. 

The proposed cost structure is 

designed to provide some flexibility for 

Market Makers to set up their Floor 

space consistent with their own 

business model, while encouraging the 

fair and efficient use of space. 

Specifically, the proposed cost structure 

allows a Market Maker to utilize only 

one Podium but to pay for additional 

monitors as opposed to paying for two 

Podia with the standard monitor 

configuration. For example, as 

proposed, it would cost $600 for two 

Podia, each equipped with four 

monitors (for a total of eight monitors) 

whereas it would cost $300 for one 

Podium that is configured to include six 

monitors (i.e., $200 for first podium plus 

$100 surcharge for two additional 

monitors). 

Further, the Exchange anticipates 

that, with the new standardized work 

space, some OTPs may require 

modification to a Floor Booth or Podium 

to accommodate firm-specific needs. 

Such modifications or alterations may 

be made upon prior approval by 

Exchange facilities staff. The Exchange 

proposes that the OTP be responsible for 

all related costs for such modifications 

or alterations, including the costs for 

Exchange staff prior approval and for 

restoration to standard configuration 

upon vacating or relocating (elsewhere 

on the Floor) the affected Floor Booth or 

Podium. The Exchange proposes that 

Exchange staff time associated with 

such modifications or alterations be 

charged at a rate of $200 per hour. The 

Exchange believes these proposed 

charges, including for staff time, further 

encourage the deliberate and efficient 

use of Exchange facilities and resources. 

These proposed charges are also 

intended to take into consideration that 

the alterations or modifications may 

require lengthy and expensive 

supervision of code or structural 

approvals by experienced Exchange 

staff. 

Regarding telephone service, the 

Exchange proposes to continue to 

charge $14 per month, per telephone 

line utilized by each Floor participant, 

which can be used to send facsimiles 

only. However, the Exchange will no 

longer be providing telephones for Floor 

organizations and therefore proposes to 

remove these fees from the Fee 

Schedule as obsolete. Instead, Floor 

participants that would like to have 

landline telephone service have the 

option to subscribe directly with the 

Exchange’s exclusive service provider. 

Finally, to protect the integrity of 

Exchange systems and networks, the 

Exchange proposes to be the sole 

internet Service Provider (‘‘ISP’’) 

permitted on Exchange premises. As 

such, the Exchange proposes a new 

monthly ISP Connection Fee of $150 per 

connection, capped at $750 per month. 

Thus, an OTP that utilizes more than 

five will still only be charged $750 per 

month. The ISP connections may be 

used for either data or for voice-overinternet-protocol (‘‘VOIP’’) connections. 

2. Statutory Basis 

The Exchange believes that the 

proposed fee change is consistent with 

Section 6(b) of the Act,5 in general, and 

furthers the objectives of Sections 

6(b)(5) of the Act,6 in particular, because 

it is designed to prevent fraudulent and 

manipulative acts and practices, to 

promote just and equitable principles of 

trade, to foster cooperation and 

coordination with persons engaged in 

regulating, clearing, settling, processing 

information with respect to, and 

facilitating transactions in securities, to 

remove impediments to, and perfect the 

mechanisms of, a free and open market 

and a national market system and, in 

general, to protect investors and the 

public interest and because it is not 

designed to permit unfair 

discrimination between customers, 

issuers, brokers, or dealers. In 

particular, the Exchange believes that all 

market participants will benefit from the 

relocation to the new Trading Floor 

because it will be a state-of-the-art 

trading facility that has been built out to 

reflect today’s market that is heavily 

reliant on technology and electronic 

trading. 

The Exchange also believes that the 

proposed fee change is consistent with 

Section 6(b)(4) 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. The 

Exchange believes the proposal to 

modify Floor Fees in connection with 

the Exchange moving the Trading Floor 

to a new location is reasonable, 

equitable and not unfairly 

discriminatory for the following 

reasons. First, the Exchange is relocating 

its Trading Floor to a new, state-of-theart trading Floor that has been built out 

to reflect today’s market that is heavily 

reliant on technology and electronic 

trading. The proposed fee changes are 

designed to enable the Exchange to align 

its Floor Fees with the cost of the new 

Trading Floor, including the costs of 

transferring operations and technology 

to the new location and ongoing support 

for the new technology underlying the 

new Trading Floor. 

Second, the proposed Floor Fees are 

designed to reflect the business 

practices and needs of Floor 

Participants, while encouraging efficient 

use of space by all. Floor Brokers utilize 

Floor Booths as private office space, out 

of which they communicate with 

customers, take orders, and coordinate 

covering the Floor to announce such 

orders at assigned Trading Crowds. 

Market Makers operate out of their 

Podia at the point of sale and occupy 

space within the Trading Crowd. Thus, 

the Exchange believes the proposed 

distinctions in how it proposes to 

charge Floor Brokers and Market Makers 

for space utilized is reasonable and 

equitable because it is designed to 

reflect the differing businesses of these 

participants while offering such 

participants some flexibility in setting 

up their Floor space consistent with 

their particular business models/ 


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8See NYSE American Options fee schedule, 

Section IV, Monthly Floor Communication, 

Connectivity, Equipment and Booth or Podia Fees, 

available at: https://www.nyse.com/publicdocs/ 

nyse/markets/american-options/NYSE_American_

Options_Fee_Schedule.pdf. 9 15 U.S.C. 78f(b)(8). 

10 15 U.S.C. 78s(b)(3)(A)(iii). 

11 17 CFR 240.19b–4(f)(6). 

12 [sic] CFR 240.19b–4(f)(6). In addition, Rule 

19b–4(f)(6)(iii) requires a self-regulatory 

organization to give the Commission written notice 

of its intent to file the proposed rule change, along 

with a brief description and text of the proposed 

rule change, at least five business days prior to the 

date of filing of the proposed rule change, or such 

shorter time as designated by the Commission. The 

Exchange has satisfied this requirement. 

commercial preference. For example, 

OTPs acting as Market Makers are not 

required to upgrade their equipment (or 

modify their work space), but the 

Exchange is providing that option as an 

accommodation. Further, the proposed 

Floor Fees are not unfairly 

discriminatory, as they are applied 

equally to all similarly situated Floor 

market participants. 

The proposal to limit Market Maker 

Podia use to Market Makers with an 

active OTP is likewise reasonable, 

equitable and not unfairly 

discriminatory because such 

participants utilize the Podia to manage 

their electronic quotes as well as to 

maintain a presence in the Trading 

Crowd to respond to a call for a market. 

Reserve OTPs are not unfairly burdened 

by this restriction because such OTPs 

are not active on a trading permit, 

cannot respond to a call for market, and 

therefore do not need to be present in 

the Trading Crowd. Given these 

distinctions the Exchange believes this 

limitation represents a fair and efficient 

use of Exchange resources. 

The Exchange believes the proposal to 

charge for staff time to supervise 

modifications or alterations to Floor 

Booths or Podia is reasonable, equitable 

and not unfairly discriminatory because 

it is designed to encourage the 

deliberate and efficient use of Exchange 

facilities and resources by all Floor 

participants. These proposed charges 

are designed to take into consideration 

that the alterations or modifications may 

require lengthy and expensive 

supervision of code or structural 

approvals by experienced Exchange 

staff. 

The Exchange believes the proposed 

ISP Connection fee, and the applicable 

fee cap, is reasonable, equitable and not 

unfairly discriminatory as the fee is 

consistent with charges for similar 

services on other options exchanges. For 

example, NYSE American Options 

charges (‘‘NYSE American’’) a monthly 

Transport Charge of $150 (the same as 

the proposed ISP Connection fee), 

capped at $500 per Floor Broker 

organization (slightly lower than the 

proposed $750 cap).8 The Exchange 

believes it is reasonable to charge a 

slightly higher fee for these costs than 

is charged on NYSE American to 

account for the cost of the new Trading 

Floor, including the costs of transferring 

operations and technology to the new 

location and ongoing support for the 

new technology underlying the new 

Trading Floor. 

The Exchange also believes the 

proposed Floor Fees are reasonable and 

equitable because OTPs choose whether 

to participate on the Exchange solely 

through electronic means, or with a 

presence on the Trading Floor. The 

proposed Floor Fees are designed to 

encourage participants to conduct 

business on the Trading Floor, which 

may be on behalf of any market 

participant. In addition, orders brought 

to the Trading Floor benefit all market 

participants by providing more trading 

opportunities, which attracts Market 

Makers, Customers and other 

participants. An increase in activity, in 

turn, facilitates tighter spreads, which 

may result in a corresponding increase 

in order flow from all market 

participants. 

To the extent that the Exchange will 

no longer be offering certain equipment 

or services, the removal of such fees 

from the Fee Schedule is reasonable as 

it would add clarity and transparency to 

the Fee Schedule to the benefit of all 

participants. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

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

the Act,9 the Exchange does not believe 

that the proposed rule change would 

impose any burden on competition that 

is not necessary or appropriate in 

furtherance of the purposes of the Act. 

The proposed Floor Fees are designed to 

address the relocation of the Exchange 

Trading Floor, not to address any 

competitive issues. The Exchange 

believes that the proposed fees will 

encourage fair and efficient use of the 

new Trading Floor space. If this result 

is achieved, the proposed fees may 

increase both inter-market and intramarket competition by incenting offFloor participants to direct their orders 

to the Exchange, which would enhance 

the quality of quoting and may increase 

the volume of contracts traded on the 

Exchange. 

The Exchange does not believe that 

the proposed change will impair the 

ability of any market participants or 

competing order execution venues to 

maintain their competitive standing in 

the financial markets. Further, the 

proposed Floor Fees would be applied 

to all similarly situated participants 

(i.e., Floor Brokers and on-floor Market 

Makers), and, as such, the proposed 

change would not impose a disparate 

burden on competition either among or 

between classes of market participants. 

Further, the proposal to limit Market 

Maker podia use to Market Makers with 

an active OTP is likewise reasonable, 

equitable and not unfairly 

discriminatory because such 

participants utilize the podia to manage 

their electronic quotes as well as to 

maintain a presence in the Trading 

Crowd to respond to a call for a market. 

Reserve OTPs are not unfairly burdened 

by this restriction because such OTPs 

are not active on a trading permit, 

cannot respond to a call for market, and 

therefore do not need to be present in 

the Trading Crowd. Given these 

distinctions the Exchange believes this 

limitation represents a fair and efficient 

use of Exchange resources. 

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 Exchange has filed the proposed 

rule change pursuant to Section 

19(b)(3)(A)(iii) of the Act 10 and Rule 

19b–4(f)(6) thereunder.11 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.12

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 


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13 15 U.S.C. 78s(b)(2)(B). 

14 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. 

4An Investment Management Entity is a listed 

company that manages private investment vehicles 

not registered under the Investment Company Act. 

5An ‘‘Eligible Portfolio Company’’ of an 

Investment Management Entity is a company in 

which the Investment Management Entity has 

owned at least 20% of the common stock on a 

continuous basis since prior to that company’s 

initial listing. 

6The current rule provides that, for years prior to 

calendar 2019, the Investment Management Entity 

Group Fee Discount is based on both annual and 

listing fees paid in the applicable year and, for 

calendar 2019 and subsequent years, the discount 

is based only on annual fees. 

under Section 19(b)(2)(B) 13 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– 

NYSEARCA–2018–80 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–2018–80. 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–NYSEARCA–2018–80 and 

should be submitted on or before 

January 17, 2019. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.14

Brent J. Fields, 

Secretary. 

[FR Doc. 2018–27988 Filed 12–26–18; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–84854; File No. SR–NYSE– 

2018–61] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change Amending 

Section 902.02 of the NYSE Listed 

Company Manual To Modify the 

Investment Management Entity Group 

Fee Discount 

December 19, 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 

7, 2018, New York Stock Exchange LLC 

(‘‘NYSE’’ or the ‘‘Exchange’’) 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 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 amend 

Section 902.02 of the NYSE Listed 

Company Manual (the ‘‘Manual’’) to 

modify the Investment Management 

Entity Group Fee Discount. 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 

Section 902.02 of the Manual 

provides for a fee discount applicable 

only to an Investment Management 

Entity 4 and its Eligible Portfolio 

Companies 5 (the ‘‘Investment 

Management Entity Group Fee 

Discount’’). The Investment 

Management Entity Group Fee Discount 

is subject to a maximum aggregate 

discount of $500,000 in any given year 

(the ‘‘Maximum Discount’’) distributed 

among the Investment Management 

Entity and each of its Eligible Portfolio 

Companies in proportion to their 

respective eligible fee obligations in 

such year.6 In addition to benefiting 

from the Investment Management Entity 

Group Fee Discount, the Investment 

Management Entity and each of the 

Eligible Portfolio Companies continue to 

have fees capped by the applicable 

company’s individual Total Maximum 

Fee of $500,000. 

Currently, the Investment 

Management Entity Group Fee Discount 

is as follows: 

• A 30% discount on all eligible fees 

of an Investment Management Entity 

and each of its Eligible Portfolio 

Companies in any year in which the 

Investment Management Entity has two 

Eligible Portfolio Companies, subject to 

the Maximum Discount. 

• a 50% discount on all eligible fees 

of an Investment Management Entity 

and each of its Eligible Portfolio 

Companies in any year in which the 

Investment Management Entity has 

three or more Eligible Portfolio 

Companies, subject to the Maximum 

Discount. 


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