40816 Federal Register / Vol. 83, No. 159 / Thursday, August 16, 2018 / Notices 

22 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. 

4A 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). 

5See Securities Exchange Act Release No. 83268 

(May 17, 2018), 83 FR 23983 (May 23, 2017) (SR– 

NYSEArca–2018–34). 

6The Exchange proposes a non-substantive 

amendment to the Fee Schedule to rename the 

current Retail Order Step-Up Tier as ‘‘Retail Order 

Step-Up Tier 1.’’ 

Paper Comments 

• Send paper comments in triplicate 

to Secretary, Securities and Exchange 

Commission, 100 F Street NE, 

Washington, DC 20549. 

All submissions should refer to File 

Number SR–ICC–2018–009. 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, security-based swap 

submission, or advance notice that are 

filed with the Commission, and all 

written communications relating to the 

proposed rule change, security-based 

swap submission, or advance notice 

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 ICE Clear Credit and on ICE 

Clear Credit’s website at https://

www.theice.com/clear-credit/regulation. 

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–ICC–2018–009 and 

should be submitted on or before 

September 6, 2018. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.22

Brent J. Fields, 

Secretary. 

[FR Doc. 2018–17627 Filed 8–15–18; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–83828; File No. SR– 

NYSEARCA–2018–58] 

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 To 

Introduce a New Pricing Tier 

August 10, 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 August 

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 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 the 

NYSE Arca Equities Fees and Charges 

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

pricing tier, Retail Order Step-Up Tier 2. 

The Exchange proposes to implement 

the fee change effective August 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 the 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to amend the 

Fee Schedule, as described below, to 

introduce a new pricing tier, Retail 

Order Step-Up Tier 2, for securities with 

a per share price of $1.00 or above. 

The Exchange currently has a Retail 

Order Step-Up Tier pursuant to which 

ETP Holders, including Market Makers, 

that execute an ADV of Retail Orders 4

with a time-in-force designation of Day 

that add or remove liquidity during the 

month that is an increase of 0.12% or 

more of the U.S. CADV above their 

April 2018 ADV taken as a percentage 

of U.S. CADV receive a credit of $0.0033 

per share when such orders provide 

liquidity to the book during the month 

in Tape A, Tape B and Tape C 

Securities. Retail Orders with a time-inforce designation of Day that remove 

liquidity from the Book are not charged 

a fee.5

To encourage even greater 

participation from ETP Holders and 

promote additional liquidity in Retail 

Orders, the Exchange proposes a new 

pricing tier—Retail Order Step-Up Tier 

2.6

As proposed, a new Retail Order StepUp Tier 2 credit of $0.0035 per share for 

Retail Orders that provide displayed 

liquidity during the month in Tape A, 

Tape B and Tape C Securities would 

apply 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 will not 

be charged a fee. 

Additionally, if an ETP Holder 

qualifies for the new Retail Order StepVerDate Sep<11>2014 17:15 Aug 15, 2018 Jkt 244001 PO 00000 Frm 00073 Fmt 4703 Sfmt 4703 E:\FR\FM\16AUN1.SGM 16AUN1

sradovich on DSK3GMQ082PROD with NOTICES
Federal Register / Vol. 83, No. 159 / Thursday, August 16, 2018 / Notices 40817 

7The following orders provide non-displayed 

liquidity to the order book: Limit Non-Displayed 

Order, Mid-Point Liquidity (‘‘MPL’’) Order and 

Tracking Order. See Rule 7.31–E(d)(2), (3) and (4). 

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

9 15 U.S.C. 78f(b)(4) and (5). 

Up Tier 2, that ETP Holder would also 

receive 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 7 to the order book in Tape C 

Securities. The proposed incremental 

credit would be in addition to the ETP 

Holder’s or Market Maker’s Tiered or 

Basic Rate credit(s). Such ETP Holders 

and Market Makers would also pay a fee 

of $0.0027 per share for orders that take 

liquidity from the order book in Tape C 

Securities. 

For all other fees and credits, tiered or 

basic rates apply based on a firm’s 

qualifying levels. 

For example, assume an ETP Holder 

averages 1 million shares in Retail 

Orders with a time-in-force designation 

of Day that add or remove liquidity per 

day in April, or 0.015% of U.S. CADV, 

where U.S. CADV was 6.6 billion 

shares. 

If that ETP holder then averages 24.25 

million shares in Retail Orders with a 

time-in-force designation of Day that 

add or remove liquidity in the billing 

month, or 0.367% of U.S. CADV, where 

U.S. CADV was also 6.6 billion shares, 

that ETP Holder would qualify for the 

proposed Retail Order Step-Up Tier 2 

because it would have met the 

requirement of the proposed new 

pricing tier, i.e., an increase of at least 

0.35% of the U.S. CADV over the ETP 

Holder’s April 2018 ADV taken as a 

percentage of U.S. CADV, or 0.352% 

(0.367% in the billing month over 

0.015% in the baseline month). 

Also assume that same ETP holder 

averages 5 million shares in Retail 

Orders that remove liquidity in Tape A 

Securities, of which 100,000 shares are 

in Retail Orders with a time-in-force 

designation of Day. As a result, 4.9 

million shares in Retail Orders that 

remove liquidity would be subject to the 

Tape A fee for removing liquidity of 

$0.0030 per share while the 100,000 

shares in Retail Orders with a time-inforce designation of Day would not be 

charged a fee. 

Further assume that the same ETP 

Holder qualified for the MPL Order 

credit of $0.0020 per share for MPL 

Orders that add liquidity in Tape C 

Securities, a Tracking Order Tier 1 

credit of $0.0015 per share, and no fee 

or credit for Limit Non-Displayed 

Orders. That ETP holder would receive 

in Tape C Securities a credit for $0.0022 

per share for MPL Orders that add 

liquidity ($0.0020 + $0.0002 Retail 

Order Step-Up Tier 2 credit), a credit of 

$0.0017 per share for Tracking Orders 

($0.0015 + $0.0002 Retail Order Step-Up 

Tier 2 credit) and a credit of $0.0002 per 

share for Limit Non-Displayed Orders 

(no fee/credit + $0.0002 Retail Order 

Step-Up Tier 2 credit). 

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

Section 6(b) of the Act,8 in general, and 

furthers the objectives of Sections 

6(b)(4) and (5) of the Act,9 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 it is reasonable 

to add the proposed Retail Order StepUp Tier 2 because the Exchange believes 

it would encourage participation from a 

greater number of ETP Holders, which 

would promote additional liquidity in 

Retail Orders. In this regard, an ETP 

Holder that does not qualify for the 

proposed higher credit and lower fees 

could still be eligible for the pricing for 

its Retail Orders that provide liquidity 

under the current Retail Order Tier, the 

Retail Order Step-Up Tier 1, or under 

Basic Rates. The proposed new Retail 

Order Step-Up Tier 2 would create an 

added financial incentive for ETP 

Holders to bring additional retail flow to 

a public market. The proposed new 

pricing tier is also reasonable because it 

would reduce the costs of ETP Holders 

that represent retail flow and potentially 

also reduce costs to their customers. 

The Exchange believes that the 

proposed modification to adopt an 

incremental credit and lower take fee for 

Tape C Securities is reasonable, fair, and 

equitable. The proposed credit is 

designed to encourage increased trading 

of Retail Orders by ETP Holders and 

Market Makers in Tape C Securities 

while the decreased fee to ETP Holders 

and Market Makers would further incent 

liquidity to the Exchange and provide 

an incentive to ETP Holders to provide 

liquidity that supports the quality of 

price discovery and promotes market 

transparency. 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 offering the same 

credit of $0.0035 per share in Tape C 

Securities for orders that provide 

displayed liquidity as Retail Orders that 

provide displayed liquidity is 

reasonable and equitable as it would 

provide an incentive to ETP Holders to 

provide displayed liquidity that 

supports the quality of price discovery, 

improves quoting, and promotes market 

transparency. The Exchange believes the 

proposed incremental credit for adding 

non-displayed liquidity is also 

reasonable because it will encourage 

liquidity and competition in Tape C 

securities traded on the Exchange. The 

Exchange believes charging lower fees 

for orders in Tape C Securities that 

remove liquidity from the order book 

will also incentivize ETP Holders to 

increase the orders sent to the Exchange. 

The Exchange believes that recalibrating 

the fees for taking 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 also believes the 

proposed 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 and lower fees to ETP 

Holders and Market Makers as these 

participants would be subject to 

additional volume requirements. 

The Exchange believes that it is 

reasonable that only Retail Orders with 

a time-in-force designation of Day that 

add or remove liquidity would count 

toward qualifying for the Retail Order 

Step-Up Tier 2. This would largely 

result in the type of orders to which the 

corresponding credit applies being the 

same as the volume that counts toward 

qualification—i.e., only Retail Orders 

with a time-in-force designation of Day. 

The Exchange believes that the 

proposed requirements to provide 

liquidity of 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 of Day 

that add or remove liquidity during the 

month that is an increase of 0.35% or 

more of U.S. CADV above the ETP 

Holder’s April 2018 ADV taken as a 

percentage of U.S. CADV are reasonable 

because they are within ranges that the 

Exchange believes would continue to 

incentivize ETP Holders to submit 

Retail Orders to the Exchange in order 

to qualify for the proposed credit. 

The Exchange believes that the 

proposed rule change is equitable and 


sradovich on DSK3GMQ082PROD with NOTICES
40818 Federal Register / Vol. 83, No. 159 / Thursday, August 16, 2018 / Notices 

10 15 U.S.C. 78f(b)(8). 

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

12 17 CFR 240.19b–4(f)(2). 

13 15 U.S.C. 78s(b)(2)(B). 14 17 CFR 200.30–3(a)(12). 

not unfairly discriminatory because 

maintaining or increasing the 

proportion of Retail Orders in exchangelisted 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,10 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. 

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) 11 of the Act and 

subparagraph (f)(2) of Rule 19b–4 12

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) 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–2018–58 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–2018–58. 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–2018–58 and 

should be submitted on or before 

September 6, 2018. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.14

Brent J. Fields, 

Secretary. 

[FR Doc. 2018–17636 Filed 8–15–18; 8:45 am] 

BILLING CODE 8011–01–P 


sradovich on DSK3GMQ082PROD with NOTICES