18270 Federal Register / Vol. 80, No. 64 / Friday, April 3, 2015 / Notices 

7See https://www.nyse.com/publicdocs/nyse/

markets/nyse/NYSE_Price_List.pdf. 

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

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

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). 

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

organization, and $15,000 for each 

additional license.7

The proposed change is not otherwise 

intended to address any other issues, 

and 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,8 in general, and 

furthers the objectives of sections 6(b)(4) 

and 6(b)(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 that charging the ETP 

Fee is a reasonable and equitable 

method of ensuring that Exchange fees 

fund the administrative and operating 

costs of the activity of the Exchange. 

The Exchange because further believes 

that the proposal to charge an ETP Fee 

is equitable and not unfairly 

discriminatory because all similarly 

situated ETP Holders would be subject 

to the same ETP Fee and because access 

to the Exchange’s market would 

continue to be offered on fair and 

nondiscriminatory terms. 

For these 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. 

As discussed above, the Exchange’s 

membership fees are comparable to the 

analogous membership fees of Nasdaq 

and the NYSE. In addition, membership 

fees are subject to competition from 

other exchanges. 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 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 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 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–2015–21 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–2015–21. 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 Section, 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 will also be available for 

inspection and copying at the principal 

office of the Exchange. 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–2015–21 and should be 

submitted on or before April 24, 2015. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.14

Brent J. Fields, 

Secretary. 

[FR Doc. 2015–07620 Filed 4–2–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–74604; File No. SR– 

NYSEArca–2015–20] 

Self-Regulatory Organizations; 

Proposed Rule Chanages; NYSE Arca, 

Inc. 

March 30, 2015. 

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

Securities Exchange Act of 1934 (the 


asabaliauskas on DSK5VPTVN1PROD with NOTICES
Federal Register / Vol. 80, No. 64 / Friday, April 3, 2015 / Notices 18271 

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

4Effective December 1, 2014, NASDAQ amended 

Rule 7027 to harmonize the treatment of aggregation 

of affiliate activity of affiliated members to be 

consistent with the rules governing NOM and 

PHLX. See Securities Exchange Act Release No. 

72966 (Sept. 3, 2014), 79 FR 53473 (Sept. 9, 2014) 

(SR–NASDAQ–2014–083). NOM and PHLX also 

amended their respective rules to harmonize the 

process by which it collects information from its 

members for purposes of aggregating member 

activity between its equity and options markets. See 

Securities Exchange Act Release Nos. 72967 (Sept. 

2, 2014), 79 FR 53471 (Sept. 9, 2014) (SR– 

NASDAQ–2014–082) and 72969 (Sept. 3, 2014), 79 

FR 53485 (Sept. 9, 2014) (SR–PHLX–2014–56). 

5See Exhibit 5 for proposed language to be added 

to the Fee Schedule. The Exchange notes that this 

language is similar to that found in NASDAQ Rule 

7027. 

6See NASDAQ Rule 7027(a)(1). 

7See NASDAQ Rule 7027(a)(2). 

8See supra note 7. 

9See supra note 5. 

10For example, the Price List specifies whether 

quoting and trading activity relating to 

Supplemental Liquidity Provider activity may be 

aggregated. 

11See supra note 5. 

12 15 U.S.C. 78f(b). 

13 15 U.S.C. 78f(b)(4) and (5). 

‘‘Act’’) 2 and Rule 19b–4 thereunder,3

notice is hereby given that, on March 

18, 2015, 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 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 its 

Schedule of Fees and Charges for 

Exchange Services (‘‘Fee Schedule’’) to 

specify that affiliated Exchange ETP 

Holders (or ‘‘members’’) may request 

that the Exchange aggregate its eligible 

activity with activity of the ETP 

Holder’s affiliates for purposes of 

charges or credits based on volume. 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 its 

Fee Schedule to specify that affiliated 

ETP Holders may request that the 

Exchange aggregate their eligible 

activity with activity of its ETP Holder 

affiliates for purposes of charges or 

credits based on volume. The proposed 

rule change is based on NASDAQ Stock 

Market LLC (‘‘NASDAQ’’) Rule 7027, 

NASDAQ Options Market LLC (‘‘NOM’’) 

Rules at chapter XV, and the NASDAQ 

OMX PHLX LLC (‘‘PHLX’’) Pricing 

Schedule.4

As proposed, for purposes of applying 

any provision of the Exchange’s Price 

List where the charge assessed, or credit 

provided, by the Exchange depends on 

the volume of a member organization’s 

activity, an ETP Holder may request that 

the Exchange aggregate its eligible 

activity with activity of such ETP 

Holder’s affiliates.5 The Exchange 

further proposes that an ETP Holder 

requesting aggregation of eligible 

affiliate activity would be required to (1) 

certify to the Exchange the affiliate 

status of ETP Holders whose activity it 

seeks to aggregate prior to receiving 

approval for aggregation, and (2) inform 

the Exchange immediately of any event 

that causes an entity to cease being an 

affiliate. The Exchange would review 

available information regarding the 

entities and reserves the right to request 

additional information to verify the 

affiliate status of an entity. As further 

proposed, the Exchange would approve 

a request, unless it determines that the 

certificate is not accurate.6

The Exchange also proposes that if 

two or more ETP Holders become 

affiliated on or prior to the sixteenth day 

of a month, and submit the required 

request for aggregation on or prior to the 

twenty-second day of the month, an 

approval of the request would be 

deemed to be effective as of the first day 

of that month. If two or more ETP 

Holders become affiliated after the 

sixteenth day of a month, or submit a 

request for aggregation after the twentysecond day of the month, an approval of 

the request would be deemed to be 

effective as of the first day of the next 

calendar month.7 The Exchange believes 

that this requirement, which is also 

similar to requirements of other 

exchanges,8 would be a fair and 

objective way to apply the aggregation 

rule to fees and streamline the billing 

process. 

The Exchange further proposes to 

provide that for purposes of applying 

any provision of the Price List where the 

charge assessed, or credit provided, by 

the Exchange depends upon the volume 

of a ETP Holder’s activity, references to 

an entity would be deemed to include 

the entity and its affiliates that have 

been approved for aggregation.9 In 

addition, the Exchange proposes to 

provide that ETP Holders may not 

aggregate volume where the Price List 

specifies that aggregation is not 

permitted.10

Finally, the Exchange proposes that 

for purposes of the Fee Schedule, the 

term ‘‘affiliate’’ would mean any 

member organization under 75% 

common ownership or control of that 

member organization.11

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

section 6(b) of the Act,12 in general, and 

furthers the objectives of sections 6(b)(4) 

and 6(b)(5) of the Act,13 in particular, 

because it provides for the equitable 

allocation of reasonable dues, fees, and 

other charges among ETP Holders and 

issuers and other persons using any 

facility or system with the Exchange 

operates or controls and because it is 

designed to prevent fraudulent and 

manipulative acts and practices, 

promote just and equitable principles of 

trade, remove impediments to and 

perfect the mechanism of a free and 

open market and a national market 

system, and protect investors and the 

public interest. 

The Exchange further believes that the 

proposed rule change is reasonable 

because it establishes a manner for the 

Exchange to treat affiliated ETP Holders 

for purposes of assessing charges or 

credits that are based on volume. The 

provision is equitable because all ETP 

Holders seeking to aggregate their 

activity are subject to the same 

parameters, in accordance with a 

standard that recognizes an affiliation as 

of the month’s beginning or close in 

time to when the affiliation occurs, 

provided the member organization 

submits a timely request. Moreover, the 

proposed billing aggregation language, 

which would lower the Exchange’s 

administrative burden, is substantially 


asabaliauskas on DSK5VPTVN1PROD with NOTICES
18272 Federal Register / Vol. 80, No. 64 / Friday, April 3, 2015 / Notices 

14See supra note 4. 

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

16 15 U.S.C. 78s(b)(3)(A)(iii). 

17 17 CFR 240.19b–4(f)(6). 

18 17 CFR 240.19b–4(f)(6). In addition, Rule 19b– 

4(f)(6) requires a self-regulatory organization to give 

the Commission written notice of its intent to file 

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. 19 17 CFR 200.30–3(a)(12). 

similar to aggregation language adopted 

by other exchanges.14

The Exchange further notes that the 

proposal would serve to reduce 

disparity of treatment between ETP 

Holders with regard to the pricing of 

different services and reduce any 

potential for confusion on how activity 

can be aggregated. The Exchange 

believes that the proposed rule change 

avoids disparate treatment of ETP 

Holders that have divided their various 

business activities between separate 

corporate entities as compared to ETP 

Holders that operate those business 

activities within a single corporate 

entity. The Exchange further notes that 

the proposed rule change is reasonable 

and is designed to remove impediments 

to and perfect the mechanism of a free 

and open market by harmonizing the 

manner by which the Exchanges permits 

ETP Holders to aggregate volume with 

other exchanges. In particular, the 

Exchange notes that NASDAQ, PHLX 

and BX all have the same standard that 

the Exchange is proposing to adopt. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

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

the Act,15 the Exchange does not believe 

that the proposed rule change will 

impose any burden on intermarket or 

intramarket competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. As stated 

above, the proposed rule change, which 

applies equally to all ETP Holders, is 

intended to reduce the Exchange’s 

administrative burden in applying 

volume price discounts for firms which 

have requested aggregation with that of 

an affiliate ETP Holder, and is 

substantially similar to rules adopted by 

other exchanges. Because the market for 

order execution and routing is 

extremely competitive, ETP Holders 

may readily opt to disfavor the 

Exchange if they believe that 

alternatives offer them better value. The 

Exchange does not believe 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 Exchange has filed the proposed 

rule change pursuant to section 

19(b)(3)(A)(iii) of the Act 16 and Rule 

19b–4(f)(6) thereunder.17 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.18

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 

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–2015–20 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-2015–20. 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 will also be available for 

inspection and copying at the principal 

office of the Exchange. 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–2015–20 and should be 

submitted on or before April 24, 2015. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.19

Brent J. Fields, 

Secretary. 

[FR Doc. 2015–07619 Filed 4–2–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–74609; File No. SR– 

NYSEARCA–2013–107] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Order Granting an 

Extension to Limited Exemption From 

Rule 612(c) of Regulation NMS In 

Connection With the Exchange’s Retail 

Liquidity Program Until September 30, 

2015 

March 30, 2015. 

On December 23, 2013, the Securities 

and Exchange Commission 

(‘‘Commission’’) issued an order 

pursuant to its authority under Rule 


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