31210 Federal Register / Vol. 83, No. 128 / Tuesday, July 3, 2018 / Notices 

27 15 U.S.C. 78s(b)(3)(A). 

28 17 CFR 240.19b–4(f)(2). 

29 15 U.S.C. 78s(b)(2)(B). 30 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

difference would cause participants to 

refrain from responding to Complex 

CUBE Auctions. The Exchange expects 

to see robust competition within the 

Complex CUBE Auction to trade against 

the Complex CUBE Order. 

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. In such an environment, the 

Exchange must continually adjust its 

fees to remain competitive with other 

exchanges and to attract order flow to 

the Exchange. The Exchange believes 

that the proposed rule change reflects 

this competitive environment because it 

establishes a fee structure in a manner 

that encourages market participants to 

direct their order flow, to provide 

liquidity, and to attract additional 

transaction volume to the Exchange. 

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) 27 of the Act and 

subparagraph (f)(2) of Rule 19b–4 28

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) 29 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– 

NYSEAMER–2018–32 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–NYSEAMER–2018–32. 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–NYSEAMER–2018–32 and 

should be submitted on or before July 

24, 2018. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.30

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2018–14293 Filed 7–2–18; 8:45 am] 

BILLING CODE P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–83538; File No. SR– 

NYSEArca–2018–46] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change To Extend the Pilot 

Period for the Exchange’s Retail 

Liquidity Program Until December 31, 

2018 

June 28, 2018. 

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

Securities Exchange Act of 1934 

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

notice is hereby given that on June 15, 

2018, NYSE Arca, Inc. (the ‘‘Exchange’’ 

or ‘‘NYSE Arca’’) filed with the 

Securities and Exchange Commission 

(‘‘SEC’’ or ‘‘Commission’’) the proposed 

rule change as described in Items I and 

II below, which Items have been 

prepared by the Exchange. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to 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 June 

30, 2018, until December 31, 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. 


sradovich on DSK3GMQ082PROD with NOTICES
Federal Register / Vol. 83, No. 128 / Tuesday, July 3, 2018 / Notices 31211 

3See Securities Exchange Act Release No. 82289 

(December 11, 2017), 82 FR 59677 (December 15, 

2017) (SR–NYSEArca–2017–137). 

4See Securities Exchange Act Release No. 71176 

(December 23, 2013), 78 FR 79524 (December 30, 

2013) (SR–NYSEArca–2013–107) (‘‘RLP Approval 

Order’’). 

5See id., 78 FR at 79529. 

6Concurrently 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, Asst. Corporate 

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

Secretary, Securities and Exchange Commission, 

dated June 14, 2018. 

7 15 U.S.C. 78f(b). 

8 15 U.S.C. 78f(b)(5). 

9 15 U.S.C. 78s(b)(3)(A)(iii). 

10 17 CFR 240.19b–4(f)(6). 

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

12 17 CFR 240.19b–4(f)(6). In addition, Rule 19b– 

4(f)(6)(iii) requires the Exchange to give the 

Commission written notice of the Exchange’s 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. 

13 17 CFR 240.19b–4(f)(6). 

14 17 CFR 240.19b–4(f)(6)(iii). 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to extend the 

pilot period of the Retail Liquidity 

Program, currently scheduled to expire 

on June 30, 2018,3 until December 31, 

2018. 

Background 

In December 2013, the Commission 

approved the Retail Liquidity Program 

on a pilot basis.4 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 Arca Rule 

7.44–E(m), the pilot period for the 

Program is scheduled to end on 

December 31, 2017 [sic]. 

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.5 As such, the Exchange 

believes that it is appropriate to extend 

the current operation of the Program.6

Through this filing, the Exchange seeks 

to amend NYSE Arca Rule 7.44–E(m) 

and extend the current pilot period of 

the Program until December 31, 2018. 

2. Statutory Basis 

The proposed rule change is 

consistent with Section 6(b) of the Act,7

in general, and furthers the objectives of 

Section 6(b)(5),8 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 stated, 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. 

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 9 and Rule 

19b–4(f)(6) thereunder.10 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 

for 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 11 and Rule 19b–4(f)(6) 

thereunder.12

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 proposed 

rule change may become operative 

immediately. The Commission believes 

that waiving the 30-day operative delay 

is consistent with the protection of 

investors and the public interest, 

because waiver would allow the pilot 

period to continue uninterrupted after 

its current expiration date of June 30, 

2018, thereby avoiding any potential 

investor confusion that could result 

from temporary interruption in the pilot 

program. For this reason, the 


sradovich on DSK3GMQ082PROD with NOTICES
31212 Federal Register / Vol. 83, No. 128 / Tuesday, July 3, 2018 / Notices 

15For purposes only of waiving the 30-day 

operative delay, the Commission has considered the 

proposed rule’s impact on efficiency, competition, 

and capital formation. See 15 U.S.C. 78c(f). 

16 17 CFR 200.30–3(a)(12), (59). 

1 17 CFR 242.612(c). 

2See Securities Exchange Act Release No. 67347 

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

NYSE–2011–55; SR–NYSEAmex–2011–84) 

(‘‘Order’’). 

3See id. 

4On July 30, 2013, the Exchange requested an 

extension of the exemption for the Program. See 

Letter from Janet McGinness, SVP and Corporate 

Secretary, NYSE Euronext, to Elizabeth M. Murphy, 

Secretary, Commission, dated July 30, 2013. The 

pilot period for the Program was extended until July 

31, 2014. See Securities Exchange Act Release No. 

70096 (August 2, 2013), 78 FR 48520 (August 8, 

2013) (SR–NYSE–2013–48). On July 30, 2014, the 

Exchange requested another extension of the 

exemption for the Program. See Letter from Martha 

Redding, Chief Counsel, NYSE, to Kevin M O’Neill, 

Deputy Secretary, Commission, dated July 30, 2014. 

The pilot period for the Program was extended until 

March 31, 2015. See Securities Exchange Act 

Release No. 72629 (July 16, 2014), 79 FR 42564 

(July 22, 2014) (SR–NYSE–2014–35). On February 

27, 2015, the Exchange requested another extension 

of the exemption for the Program. See Letter from 

Martha Redding, Senior Counsel, NYSE, to Brent J. 

Fields, Secretary, Commission, dated February 27, 

2015. The pilot period for the Program was 

extended until September 30, 2015. See Securities 

Exchange Act Release No. 74454 (March 6, 2015), 

80 FR 13054 (March 12, 2015) (SR–NYSE–2015–10). 

On September 17, 2015, the Exchange requested 

another extension of the exemption for the Program. 

See Letter from Martha Redding, Senior Counsel, 

NYSE, to Brent J. Fields, Secretary, Commission, 

dated September 17, 2015. The pilot period for the 

Program was extended until March 31, 2016. See 

Securities Exchange Act Release No. 75993 

(September 28, 2015), 80 FR 59844 (October 2, 

2015) (SR–NYSE2015–41). On March 17, 2016, the 

Exchange requested another extension of the 

exemption for the Program. See Letter from Martha 

Redding, Senior Counsel, NYSE, to Brent J. Fields, 

Secretary, Commission, dated March 17, 2016. The 

pilot period for the Program was extended until 

August 31, 2016. See Securities Exchange Act 

Release No. 77426 (March 23, 2016), 81 FR 17533 

(March 29, 2016) (SR–NYSE–2016–25). On August 

8, 2016, the Exchange requested another extension 

of the exemption for the Program. See Letter from 

Martha Redding, Associate General Counsel, NYSE, 

to Brent J. Fields, Secretary, Commission, dated 

August 8, 2016. The pilot period for the Program 

was extended until December 31, 2016. See 

Securities Exchange Act Release No. 78600 (August 

17, 2016), 81 FR 57642 (August 23, 2016) (SR– 

NYSE–2016–54). On November 28, 2016, the 

Exchange requested another extension of the 

exemption for the Program. See Letter from Martha 

Redding, Associate General Counsel, NYSE, to 

Brent J. Fields, Secretary, Commission, dated 

November 28, 2016. The pilot period for the 

Program was extended until June 30, 2017. See 

Securities Exchange Act Release No.79493 

(December 7, 2016), 81 FR 90019 (December 13, 

2016) (SR–NYSE–2016–82). On May 23, 2017, the 

Exchange requested another extension of the 

exemption for the Program. See Letter from Martha 

Redding, Associate General Counsel, NYSE, to 

Brent J. Fields, Secretary, Commission, dated May 

23, 2017. The pilot period for the Program was 

extended until December 31, 2017. See Securities 

Exchange Act Release No. 80844 (June 1, 2017), 82 

FR 26562 (June 7, 2017) (SR–NYSE–2017–26). On 

November 30, 2017, the Exchange requested 

another extension of the exemption for the Program. 

See Letter from Martha Redding, Assistant 

Secretary, NYSE, to Brent J. Fields, Secretary, 

Commission, dated November 30, 2017. The pilot 

period for the Program was extended until June 30, 

2018. See Securities Exchange Act Release No. 

82230 (December 7, 2017), 82 FR 58667 (December 

13, 2017) (SR–NYSE–2017–64). 

5See Letter from Martha Redding, Associate 

General Counsel and Assistant Secretary, NYSE to 

Brent J. Fields, Secretary, Commission, dated June 

14, 2018. 

Commission hereby waives the 30-day 

operative delay and designates the 

proposal operative upon filing.15

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 shall 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–2018–46 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–2018–46. 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 

offices of the Exchange. All comments 

received will be posted without change. 

Persons submitting comments are 

cautioned that we do not redact or edit 

personal identifying information from 

comment submissions. You should 

submit only information that you wish 

to make available publicly. All 

submissions should refer to File 

Number SR–NYSEArca–2018–46, and 

should be submitted on or before July 

24, 2018. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.16

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2018–14285 Filed 7–2–18; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–83541; File No. SR–NYSE– 

2011–55] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; Order 

Granting an Extension to Limited 

Exemptions From Rule 612(c) of 

Regulation NMS in Connection With 

the Exchange’s Retail Liquidity 

Program Until December 31, 2018 

June 28, 2018. 

On July 3, 2012, the Securities and 

Exchange Commission (‘‘Commission’’) 

issued an order pursuant to its authority 

under Rule 612(c) of Regulation NMS 

(‘‘Sub-Penny Rule’’) 1 that granted the 

New York Stock Exchange LLC 

(‘‘NYSE’’) a limited exemption from the 

Sub-Penny Rule in connection with the 

operation of the Exchange’s Retail 

Liquidity Program (the ‘‘Program’’).2

The limited exemption was granted 

concurrently with the Commission’s 

approval of the Exchange’s proposal to 

adopt its Program for a one-year pilot 

term.3 The exemption was granted 

coterminous with the effectiveness of 

the pilot Program; both the pilot 

Program and exemption are scheduled 

to expire on June 30, 2018.4

The Exchange now seeks to extend 

the exemption until December 31, 

2018.5 The Exchange’s request was 

made in conjunction with an 

immediately effective filing that extends 


sradovich on DSK3GMQ082PROD with NOTICES