28282 Federal Register / Vol. 83, No. 117 / Monday, June 18, 2018 / Notices 

1This figure is based on the estimated 7,625 

operating companies that filed annual reports on 

Form 10–K, Form 20–F, or Form 40–F during the 

2017 calendar year, and the estimated 3,087 

investment companies that filed periodic reports on 

Form N–SAR during that same time period. 2This estimate is based on issuer-filings made 

with the Commission between January 1, 2015 and 

March 18, 2018 that include a reference to the 

issuer’s QLCC. 

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

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

4See Securities Exchange Act Release No. 83032 

(April 11, 2018), 83 FR 16909 (April 17, 2018) (SR– 

NYSEArca–2018–20). 

QLCC, the QLCC must adopt written 

procedures for the confidential receipt, 

retention, and consideration of any 

report of evidence of a material 

violation. We estimate for purposes of 

the PRA that there are approximately 

10,712 issuers that are subject to the 

rules.1 Of these, we estimate that 

approximately 319, which is 

approximately 3 percent, have 

established or will establish a QLCC.2

Establishing the written procedures 

required by the rule should not impose 

a significant burden. We assume that an 

issuer would incur a greater burden in 

the year that it first establishes the 

procedures than in subsequent years, in 

which the burden would be incurred in 

updating, reviewing, or modifying the 

procedures. For purposes of the PRA, 

we assume that an issuer would spend 

6 hours every three-year period on the 

procedures. This would result in an 

average burden of 2 hours per year. 

Thus, we estimate for purposes of the 

PRA that the total annual burden 

imposed by the collection of 

information would be 638 hours. 

Assuming half of the burden hours will 

be incurred by outside counsel at a rate 

of $500 per hour would result in a cost 

of $159,500. 

The estimate of average burden hours 

is made solely for the purposes of the 

Paperwork Reduction Act, and is not 

derived from a comprehensive or even 

a representative survey or study. An 

agency may not conduct or sponsor, and 

a person is not required to respond to, 

a collection of information unless it 

displays a currently valid OMB control 

number. 

Written comments are requested on: 

(a) Whether the collection of 

information is necessary for the proper 

performance of the functions of the 

Commission, including whether the 

information has practical utility; (b) the 

accuracy of the Commission’s estimate 

of the burden[s] of the collection of 

information; (c) ways to enhance the 

quality, utility, and clarity of the 

information collected; and (d) ways to 

minimize the burden of the collection of 

information on respondents, including 

through the use of automated collection 

techniques or other forms of information 

technology. 

The public may view the background 

documentation for this information 

collection at the following website, 

www.reginfo.gov. Comments should be 

directed to: (i) Desk Officer for the 

Securities and Exchange Commission, 

Office of Information and Regulatory 

Affairs, Office of Management and 

Budget, Room 10102, New Executive 

Office Building, Washington, DC 20503 

or by sending an email to: Shagufta_

Ahmed@omb.eop.gov; and (ii) Pamela 

Dyson, Director/Chief Information 

Officer, Securities and Exchange 

Commission, c/o Candace Kenner, 100 F 

Street NE, Washington, DC 20549 or 

send an email to PRA_Mailbox@sec.gov. 

Comments must be submitted to OMB 

within 30 days of this notice. 

Dated: June 13, 2018. 

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2018–12983 Filed 6–15–18; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–83418; File No. SR– 

NYSEArca–2018–41] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change To Amend the NYSE Arca 

Equities Fees and Charges 

June 12, 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 June 1, 

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. 

I. Self-Regulatory Organization’s 

Statement of the Terms of the Substance 

of the Proposed Rule Change 

The Exchange proposes to amend the 

NYSE Arca Equities Fees and Charges 

(‘‘Fee Schedule’’) to (i) introduce a new 

pricing tier, Step Up Tier 2, and (ii) 

adopt an incremental credit for the Tape 

B Tier 2 pricing tier. The Exchange 

proposes to implement the fee changes 

effective June 1, 2018. 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 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to amend the 

Fee Schedule to: (i) Introduce a new 

pricing tier, Step Up Tier 2, and (ii) 

adopt an incremental credit for Tape B 

Tier 2. The Exchange proposes to 

implement the fee changes effective 

June 1, 2018. 

Step Up Tier 2 

The Exchange proposes a new pricing 

tier—Step Up Tier 2—for securities with 

a per share price of $1.00 or above. 

The Exchange currently has a Step Up 

Tier pursuant to which qualifying ETP 

Holders and Market Makers receive a 

credit of $0.0030 per share for orders 

that provide displayed liquidity to the 

Book in Tape A Securities, $0.0023 per 

share for orders that provide displayed 

liquidity to the Book in Tape B 

Securities, and $0.0031 per share for 

orders that provide displayed liquidity 

to the Book in Tape C Securities if such 

ETP Holders and Market Makers 

directly execute providing average daily 

volume (‘‘ADV’’) per month of 0.50% or 

more but less than 0.70% of the US 

CADV, and directly execute providing 

ADV that is an increase of no less than 

0.10% of US CADV for that month over 

the ETP Holder’s or Market Maker’s 

providing ADV in Q1 2018.4

As proposed, ETP Holders and Market 

Makers would qualify for the new Step 

Up Tier 2 if they directly execute 

providing ADV per month of 0.22% or 

more but less than 0.30% of the US 

CADV, and directly execute providing 

ADV that is an increase of no less than 


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Federal Register / Vol. 83, No. 117 / Monday, June 18, 2018 / Notices 28283 

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

6 15 U.S.C. 78f(b)(4) and (5). 7 15 U.S.C. 78f(b)(8). 

0.06% of US CADV for that month over 

the ETP Holder’s or Market Maker’s 

providing ADV in May 2018. ETP 

Holders and Market Makers that qualify 

for Step Up Tier 2 would receive a 

credit of $0.0028 per share for orders 

that provide displayed liquidity to the 

Book in Tape A and Tape C Securities 

and $0.0022 per share for orders that 

provide displayed liquidity to the Book 

in Tape B Securities. 

The goal of the proposed Step Up Tier 

2 pricing tier remains the same as that 

of the Step Up Tier, i.e., to incentivize 

ETP Holders and Market Makers to 

increase the orders sent directly to the 

Exchange and therefore provide 

liquidity that supports the quality of 

price discovery and promotes market 

transparency. The Exchange believes 

that the proposed new pricing tier will 

provide a further incentive for ETP 

Holders and Market Makers to direct 

order flow to the Exchange. 

Tape B Tier 2 

The Exchange proposes to adopt an 

incremental credit for a current pricing 

tier—Tape B Tier 2—for securities with 

a per share price $1.00 or above. 

Currently, a Tape B Tier 2 credit of 

$0.0028 per share applies to ETP 

Holders and Market Makers, that, on 

daily basis, measured monthly, directly 

execute providing volume in Tape B 

Securities during the billing month 

(‘‘Tape B Adding ADV’’) that is either 

(1) equal to at least 1.0% of the US Tape 

B CADV or (2) equal to at least 0.20% 

of the US Tape B CADV for the billing 

month over the ETP Holder’s or Market 

Maker’s Q2 2015 Tape B Adding ADV 

taken as a percentage of Tape B CADV 

(‘‘Tape B Baseline % CADV’’). 

The Exchange proposes to adopt an 

incremental credit of $0.0001 per share 

for orders that provide liquidity to the 

order book in Tape B Securities that 

would be payable to ETP Holders and 

Market Makers who meet the 

requirements of Tape B Tier 2 and 

execute adding ADV in Tape B 

Securities during the billing month 

equal to at least 0.40% of Tape B CADV 

over the ETP Holder’s or Market Maker’s 

Q1 2018 Tape B adding ADV taken as 

a percentage of Tape B CADV. The 

proposed incremental credit would be 

in addition to the ETP Holder’s or 

Market Maker’s Tiered or Basic Rate 

credit(s) except that such combined 

credit(s) shall not exceed $0.0030 per 

share. 

The proposed changes are not 

otherwise intended to address any other 

issues, and the Exchange is not aware of 

any significant problems that market 

participants would have in complying 

with the proposed changes. 

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

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

furthers the objectives of Sections 

6(b)(4) and (5) of the Act,6 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 that the Step 

Up Tier 2 is intended to incentivize 

market participants to increase the 

orders sent directly to NYSE Arca and 

therefore provide liquidity that supports 

the quality of price discovery and 

promotes market transparency. 

Moreover, the addition of the Step Up 

Tier 2 would benefit market participants 

whose increased order flow provides 

meaningful added levels of liquidity 

thereby contributing to the depth and 

market quality on the Exchange. The 

Exchange believes that the proposed 

new Step Up Tier 2 is equitable because 

it is open to all ETP Holders and Market 

Makers on an equal basis and provides 

credits that are reasonably related to the 

value to an exchange’s market quality 

associated with higher volumes. 

The Exchange believes that the 

proposed modification to adopt an 

incremental Tape B Tier 2 credit is 

reasonable, fair, and equitable because 

the proposed credit is designed to 

encourage increased trading by ETP 

Holders and Market Makers in Tape B 

Securities. The Exchange notes that ETP 

Holders and Market Makers that do not 

meet the requirements to qualify for the 

incremental credit may still qualify for 

Tape B Tier 2 credits if they meet the 

Tape B Tier 2 requirements. 

The Exchange further believes the 

proposed incremental credit is 

reasonable and appropriate in that it is 

based on the amount of business 

transacted on the Exchange. The 

Exchange believes the proposed 

incremental credit for adding liquidity 

is also reasonable because it will 

encourage liquidity and competition in 

Tape B securities quoted and traded on 

the Exchange. 

The Exchange also believes the 

proposed incremental credit is equitable 

and not unfairly discriminatory because 

it is open 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 further believes that the 

proposed incremental credit is not 

unfairly discriminatory because the 

magnitude of the additional credit is not 

unreasonably high in comparison to the 

credit paid with respect to other 

displayed liquidity-providing orders. 

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 in Tape B Securities. 

The Exchange believes that the 

proposed fee changes are equitable and 

not unfairly discriminatory because 

providing incentives for 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. 

Finally, the Exchange believes that it 

is subject to significant competitive 

forces, as described below in the 

Exchange’s statement regarding the 

burden on competition. 

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,7 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 proposal to 

add a new pricing tier and adopting 

incremental credits for an existing 

pricing tier 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 similar order types and 

comparable transaction pricing, by 

encouraging additional orders to be sent 

to the Exchange for execution. 

Finally, the Exchange notes that it 

operates in a highly competitive market 

in which market participants can 

readily favor competing venues if they 


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28284 Federal Register / Vol. 83, No. 117 / Monday, June 18, 2018 / Notices 

8 15 U.S.C. 78s(b)(3)(A). 

9 17 CFR 240.19b–4(f)(2). 

10 15 U.S.C. 78s(b)(2)(B). 11 17 CFR 200.30–3(a)(12). 

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 with 

alternative trading systems that have 

been exempted from compliance with 

the statutory standards applicable to 

exchanges. 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) 8 of the Act and 

subparagraph (f)(2) of Rule 19b–4 9

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) 10 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–2018–41 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Brent J. Fields, Secretary, Securities 

and Exchange Commission, 100 F Street 

NE, Washington, DC 20549–1090. 

All submissions should refer to File 

Number SR–NYSEArca–2018–41. 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 such 

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–2018–41, and 

should be submitted on or before July 9, 

2018 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.11

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2018–12934 Filed 6–15–18; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

Submission for OMB Review; 

Comment Request 

Upon Written Request Copies Available 

From: Securities and Exchange 

Commission, Office of FOIA Services, 

100 F Street NE, Washington, DC 

20549–2736 

Extension: 

Rule 15Ga–2 and Form ABS–15G, SEC File 

No. 270–620, OMB Control No. 3235– 

0675 

Notice is hereby given that, pursuant 

to the Paperwork Reduction Act of 1995 

(44 U.S.C. 3501 et seq.), the Securities 

and Exchange Commission 

(‘‘Commission’’) has submitted to the 

Office of Management and Budget this 

request for extension of the previously 

approved collection of information 

discussed below. 

Rule 15Ga–2 and Form ABS–15G (17 

CFR 249.1400) is used for reports of 

information required under Rule 15Ga– 

1 and Rule 15Ga–2 (17 CFR 240.15Ga– 

1) (17 CFR 240.15Ga–2) of the Exchange 

Act of 1934 (‘‘Exchange Act’’). Exchange 

Act Rule 15Ga–1 requires asset-backed 

securitizers to provide disclosure 

regarding fulfilled an unfulfilled 

repurchase requests with respect to 

asset-backed securities. The purpose of 

the information collected on Form ABS– 

15G is to implement the disclosure 

requirements of Section 943 of the 

Dodd-Frank Wall Street Reform and 

Consumer Protection Act to provide 

information regarding the use of 

representations and warranties in the 

asset-backed securities markets. Rule 

15Ga–1 had a one-time reporting 

requirement that expired on February 

14, 2012. We estimate that 

approximately 1,343 securitizers will 

file Form ABS–15G annually at 

estimated (19.307 hours) burden hours 

per response. In addition, we estimate 

that 75% of the 19.307 hours per 

response (14.48 hours) is carried 

internally by the securitizers for a total 

annual reporting burden of 19,447 hours 

(14.48 hours per response × 1,343 

responses). 

An agency may not conduct or 

sponsor, and a person is not required to 

respond to, a collection of information 

unless it displays a currently valid 

control number. 

The public may view the background 

documentation for this information 

collection at the following website, 

www.reginfo.gov. Comments should be 

directed to: (i) Desk Officer for the 

Securities and Exchange Commission, 

Office of Information and Regulatory 

Affairs, Office of Management and 


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