Federal Register / Vol. 78, No. 8 / Friday, January 11, 2013 / Notices 2473 

23 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. 

4The CRD system is the central licensing and 

registration system for the U.S. securities industry. 

The CRD system enables individuals and firms 

seeking registration with multiple states and selfregulatory organizations to do so by submitting a 

single form, fingerprint card and a combined 

payment of fees to FINRA. Through the CRD 

system, FINRA maintains the qualification, 

employment and disciplinary histories of registered 

associated persons of broker-dealers. 

5See Securities Exchange Act Release No. 51641 

(May 2, 2005), 70 FR 24155 (May 6, 2005) (SR– 

PCX–2005–49). 

6See Securities Exchange Act Release No. 67247 

(June 25, 2012), 77 FR 38866 (June 29, 2012) (SR– 

FINRA–2012–030). 

7The Exchange notes that it has only adopted the 

CRD system fees charged by FINRA to Non-FINRA 

ETP Holders when such fees are applicable. In this 

regard, certain FINRA CRD system fees and 

requirements are specific to FINRA members, but 

do not apply to NYSE Arca-only ETP Holders. 

8The Exchange is proposing to delete the current 

fees and descriptions in their entirety and replace 

them with the updated fees and descriptions in a 

separate table that will include all the fees 

applicable to Non-FINRA ETP Holders, as discussed 

further below. In this regard, the Exchange is 

proposing a new subheading in the ‘‘Regulatory 

Fees’’ section of the Fee Schedule to differentiate 

between those fees that are applicable to all ETP 

Holders and those fees that are applicable only to 

Non-FINRA ETP Holders. The Exchange notes that 

ETP Holders that are also FINRA members are 

charged CRD system fees according to Section (4) 

of Schedule A to the FINRA By-laws. 

9See Section (4)(b)(3) of Schedule A to the FINRA 

By-laws effective on January 2, 2013. The updated 

description in the Fee Schedule for this fee would 

be ‘‘additional processing of each initial or 

amended Form U4, Form U5 or Form BD that 

includes the initial reporting, amendment, or 

certification of one or more disclosure events or 

proceedings.’’ As noted below, this would 

incorporate the applicability of the fee to Form BD 

processing. 

10See Section (4)(b)(6) of Schedule A to the 

FINRA By-laws effective on January 2, 2013. The 

updated description in the Fee Schedule for this fee 

would be ‘‘processing and posting to the CRD 

system each set of fingerprint results and 

identifying information that have been processed 

through another self-regulatory organization and 

submitted to FINRA.’’ 

11See Section (4)(b)(3) of Schedule A to the 

FINRA By-laws effective on January 2, 2013. 

12 15 U.S.C. 78c(a)(39). 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.23

Kevin M. O’Neill, 

Deputy Secretary. 

[FR Doc. 2013–00354 Filed 1–10–13; 8:45 am] 

BILLING CODE P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–68588; File No. SR– 

NYSEARCA–2012–143] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change Amending the NYSE Arca 

Equities Schedule of Fees and 

Charges for Exchange Services With 

Respect to Regulatory Fees Related to 

the Central Registration Depository, 

Which Are Collected by the Financial 

Industry Regulatory Authority, Inc. 

January 4, 2013. 

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 

21, 2012, 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 Schedule of Fees 

and Charges for Exchange Services (the 

‘‘Fee Schedule’’) with respect to 

regulatory fees related to the Central 

Registration Depository (‘‘CRD system’’), 

which are collected by the Financial 

Industry Regulatory Authority, Inc. 

(‘‘FINRA’’). The Exchange proposes to 

implement the fee changes on January 2, 

2013. The text of the proposed rule 

change is available on the Exchange’s 

Web site 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 with respect to regulatory 

fees related to the CRD system, which 

are collected by FINRA.4 The Exchange 

proposes to implement the fee changes 

on January 2, 2013. 

Certain of the regulatory fees provided 

in the Fee Schedule are collected and 

retained by FINRA via the CRD system 

for the registration of associated persons 

of ETP Holders that are not FINRA 

members (‘‘Non-FINRA ETP Holders’’). 

The Exchange originally adopted fees 

for use of the CRD system in 2005.5

FINRA recently amended certain of the 

fees assessed for use of the CRD system, 

and those amendments will become 

effective January 2, 2013.6

The CRD system fees are user-based 

and there is no distinction in the cost 

incurred by FINRA if the user is a 

FINRA member or a Non-FINRA ETP 

Holder. Accordingly, the Exchange is 

proposing to amend the fees in the Fee 

Schedule to mirror those assessed by 

FINRA, which will be implemented 

concurrently with the amended FINRA 

fees on January 2, 2013.7 The proposed 

changes are as follows: 8

• Increasing the disclosure processing 

fee from $95 to $110; 9 and 

• Increasing the manual fingerprint 

processing fee from $13 to $30.10

In addition to increasing the existing 

CRD system fees, FINRA adopted a new 

fee for the additional processing of each 

initial or amended Form BD that 

includes the initial reporting, 

amendment, or certification of one or 

more disclosure events or 

proceedings.11 Broker-dealers use Form 

BD to, among other things, report 

disclosure matters in which they or a 

control affiliate have been involved. 

Prior to the adoption of the new fee, 

FINRA did not have a fee designed to 

cover the costs associated with the 

review of Form BD, notwithstanding 

that the review is similar to that 

performed of broker-dealers’ Forms U4 

and U5. Such reviews include 

confirming that the matter is properly 

reported, reviewing any documentation 

submitted and determining whether 

additional documentation is required, 

conducting any necessary independent 

research and, depending on the matter 

reported, analyzing whether the event or 

proceeding subjects the individual or 

firm to a statutory disqualification 

pursuant to Section 3(a)(39) of the Act.12

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2474 Federal Register / Vol. 78, No. 8 / Friday, January 11, 2013 / Notices 

13See supra note 9. 14Non-FINRA ETP Holders have been charged 

CRD system fees since 2005. See supra note 5. 15See Section (4)(b)(1) of Schedule A to the 

FINRA By-laws effective on January 2, 2013. This 

fee is assessed when a Non-FINRA ETP Holder 

submits its first Initial, Transfer, Relicense, or Dual 

Registration Form U4 filing on behalf of a registered 

person. The current applicable fee is $85. 16See Section (4)(b)(4) of Schedule A to the 

FINRA By-laws effective on January 2, 2013. The 

current applicable fee is $13. 17See Section (4)(b)(5) of Schedule A to the 

FINRA By-laws effective on January 2, 2013. The 

current applicable fee is $13. 18See Section (4)(b)(7) of Schedule A to the 

FINRA By-laws effective on January 2, 2013. The 

current applicable fee is $30. The proposed system 

processing fee would become effective for the 2013 

Renewal Program. In this regard, as part of FINRA’s 

2013 Renewal Program, Preliminary Renewal 

Statements reflecting the proposed $45 system 

processing fee will be made available in the fourth 

quarter of 2012. 

19 15 U.S.C. 78f(b). 

20 15 U.S.C. 78f(b)(4) and (5). 

21 15 U.S.C. 78s(b)(3)(A). 

22 17 CFR 240.19b–4(f)(2). 

FINRA adopted a $110 fee for the 

review of a Form BD, which mirrors the 

increased fee adopted for the review of 

Forms U4 and U5. As such, the 

Exchange is adopting the identical fee 

for FINRA’s review of a Form BD 

submitted by Non-FINRA ETP 

Holders.13

The Exchange also proposes to 

include in its Fee Schedule certain other 

fees that are charged by FINRA to 

FINRA members as well as Non-FINRA 

ETP Holders. These fees are as 

follows: 14

• $100 for each initial Form U4 filed 

for the registration of a representative or 

principal; 15

• $15 for processing and posting to 

the CRD system each set of fingerprints 

submitted electronically to FINRA, plus 

any other charge that may be imposed 

by the U.S. Department of Justice for 

processing each set of fingerprints; 16

• $30 for processing and posting to 

the CRD system each set of fingerprint 

cards submitted in non-electronic 

format to FINRA, plus any other charge 

that may be imposed by the U.S. 

Department of Justice for processing 

each set of fingerprints; 17 and 

• $45 annually for system processing 

for each registered representative and 

principal.18

The Exchange notes that the proposed 

change is not otherwise intended to 

address any other issues surrounding 

regulatory fees and that the Exchange is 

not aware of any problems that ETP 

Holders would have in complying with 

the proposed change. 

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

Section 6(b) of the Act,19 in general, and 

furthers the objectives of Sections 

6(b)(4) and 6(b)(5) of the Act,20 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 

change is reasonable because the 

proposed fees are identical to those 

adopted by FINRA for use of the CRD 

system for disclosure and the 

registration of FINRA members and 

their associated persons. As FINRA 

noted in amending its fees, it believed 

that the fees are reasonable based on the 

increased costs associated with 

operating and maintaining the CRD 

system, and listed a number of 

enhancements made since the last fee 

increase, including (1) incorporation of 

various uniform registration form 

changes; (2) electronic fingerprint 

processing; (3) Web EFTTM, which 

allows subscribing firms to submit batch 

filings to the CRD system; and (4) 

increases in the number and types of 

reports available through the CRD 

system. These increased costs are 

similarly borne by FINRA when a NonFINRA ETP Holder uses the CRD 

system. FINRA further noted its belief 

that the proposed fees are reasonable 

because they help to ensure the integrity 

of the information in the CRD system, 

which is very important because the 

Commission, FINRA, other selfregulatory organizations and state 

securities regulators use the CRD system 

to make licensing and registration 

decisions, among other things. 

The Exchange also believes that the 

change is reasonable because it will 

provide greater specificity regarding the 

CRD system fees that are applicable to 

Non-FINRA ETP Holders. All similarly 

situated ETP Holders are subject to the 

same fee structure, and every ETP 

Holder must use the CRD system for 

registration and disclosure. 

Accordingly, the Exchange believes that 

the fees collected for such use should 

likewise increase in lockstep with the 

fees assessed to FINRA members, as is 

proposed by the Exchange. The 

proposed change, like FINRA’s 

proposal, is equitable and not unfairly 

discriminatory because it will result in 

the same regulatory fees being charged 

to all ETP Holders required to report 

information to the CRD system and for 

services performed by FINRA, 

regardless of whether or not such ETP 

Holders are FINRA members. 

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. Specifically, 

the Exchange believes that the proposed 

change will result in the same 

regulatory fees being charged to all ETP 

Holders required to report information 

to the CRD system and for services 

performed by FINRA, regardless of 

whether or not such ETP Holders are 

FINRA members. 

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) 21 of the Act and 

subparagraph (f)(2) of Rule 19b–4 22

thereunder, because it establishes a due, 

fee, or other charge imposed by NYSE 

Arca. 

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. 

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 rulecomments@sec.gov. Please include File 

Number SR–NYSEARCA–2012–143 on 

the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Elizabeth M. Murphy, Secretary, 

Securities and Exchange Commission, 

100 F Street NE., Washington, DC 

20549–1090. 

All submissions should refer to File 

Number SR–NYSEARCA–2012–143. 

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Federal Register / Vol. 78, No. 8 / Friday, January 11, 2013 / Notices 2475 

23 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 67960 

(October 2, 2012), 77 FR 61463 (October 9, 2012) 

(SR–EDGA–2012–44). 

4As defined in Rule 1.5(ee). 

5 17 CFR 242.200 through 242.204. 

6 17 CFR 242.15c3–5. 

7See Securities Exchange Act Release No. 67960 

(October 2, 2012), 77 FR 61463 (October 9, 2012) 

(SR–EDGA–2012–44). 

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 Web site (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 Web site 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 NYSE’s 

principal office or on the Web site at 

www.nyse.com. All comments received 

will be posted without change; the 

Commission does not edit personal 

identifying information from 

submissions. You should submit only 

information that you wish to make 

available publicly. All submissions 

should refer to File Number SR– 

NYSEARCA–2012–143, and should be 

submitted on or before February 1, 2013. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.23

Kevin M. O’Neill, 

Deputy Secretary. 

[FR Doc. 2013–00352 Filed 1–10–13; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–68595; File No. SR–EDGA– 

2012–47] 

Self-Regulatory Organizations; EDGA 

Exchange, Inc.; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change To Amend EDGA Rule 

11.5(c) (NBBO Offset Peg Order) 

January 7, 2013. 

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

Securities Exchange Act of 1934 (the 

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

notice is hereby given that on December 

27, 2012, the EDGA Exchange, Inc. (the 

‘‘Exchange’’ or ‘‘EDGA’’) filed with the 

Securities and Exchange Commission 

(‘‘Commission’’) the proposed rule 

change as described in Items I and II 

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 Substance of 

the Proposed Rule Change 

The Exchange proposes to amend 

Rule 11.5(c), which describes the 

manner in which the NBBO Offset Peg 

Order operates. All of the changes 

described herein are applicable to EDGA 

Members. The text of the proposed rule 

change is available on the Exchange’s 

Internet Web site at 

www.directedge.com, at the Exchange’s 

principal office, and at the Public 

Reference Room of the Commission. 

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 these statements may be examined at 

the places specified in Item IV below. 

The self-regulatory organization has 

prepared summaries, set forth in 

sections A, B and C below, of the most 

significant aspects 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 

Rule 11.5(c), the NBBO Offset Peg 

Order. As described in the Exchange’s 

filing to create the NBBO Offset Peg 

Order,3 the NBBO Offset Peg Order 

enables Users 4 to submit buy and sell 

orders to the Exchange that are pegged 

to a designated percentage away from 

the National Best Bid (the ‘‘NBB’’) and 

National Best Offer (the ‘‘NBO’’, and 

together with the NBB, the ‘‘NBBO’’), 

respectively, while providing them full 

control over order origination and order 

marking. This retention of control, in 

turn, enables Market Makers to comply 

independently with the requirements of 

Regulation SHO 5 under the Securities 

Exchange Act of 1934 (the ‘‘Act’’) and 

Rule 15c3–5 6 under the Act (the 

‘‘Market Access Rule’’). 

As described in the Exchange’s filing to 

create the NBBO Offset Peg Order: upon 

entry and at any time the price of the order 

reached the ‘Defined Limit’, or moved a 

specified number of percentage points away 

from the ‘Designated Percentage’ toward the 

then current NBB (for NBBO Offset Peg 

Orders to buy) or NBO (for NBBO Offset Peg 

Orders to sell), the price of the NBBO Offset 

Peg Order would be automatically adjusted 

by the System to the Designated Percentage 

away from the then current NBB or NBO, as 

the case may be. In the event that there was 

no NBB or NBO, the price of the NBBO Offset 

Peg Order would be automatically adjusted 

by the System to the Designated Percentage 

away from the last reported sale from the 

responsible single plan processor, unless the 

User instructed the Exchange upon entry to 

cancel or reject the order under such 

circumstances.7

The Exchange proposes to amend the 

text of Rule 11.5(c)(15) to not allow the 

User to cancel or reject the order under 

the circumstances outlined above. 

Therefore, the Exchange proposes to 

delete the following text in Rule 

11.5(c)(15): ‘‘unless instructed by the 

User upon order entry to cancel or reject 

rather than adjust based on the last 

reported sale from the single plan 

processor.’’ The text of the rule will now 

read that: 

[u]pon reaching the Defined Limit (as 

defined in Rule 11.21(d)(2)(F)), the price of 

an NBBO Offset Peg Order bid or offer will 

be automatically adjusted by the System to 

the Designated Percentage away from the 

then current NBB or NBO, respectively, or if 

there is no NBB or NBO at such time, to the 

Designated Percentage away from the last 

reported sale from the responsible single plan 

processor. If an NBBO Offset Peg Order bid 

or offer moves a specified number of 

percentage points away from the Designated 

Percentage toward the then current NBB or 

NBO, the price of such bid or offer will be 

automatically adjusted by the System to the 

Designated Percentage away from the then 

current NBB and NBO. If there is no NBB or 

NBO at such time, the order will be 

automatically adjusted by the System to the 

Designated Percentage away from the last 

reported sale from the responsible single plan 

processor. 

Thus, when processing NBBO Offset 

Peg Orders, the System will not 

condition adjustment of the price upon 

the User’s instructions. 

The Exchange originally stated in SR– 

EDGA–2012–44 that it ‘‘intends to 

implement the proposed rule change on 

or about November 19, 2012, and will 

notify its Members and other market 

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