Federal Register / Vol. 80, No. 75 / Monday, April 20, 2015 / Notices 21785 

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

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

information on respondents, including 

through the use of automated collection 

techniques or other forms of information 

technology. Consideration will be given 

to comments and suggestions submitted 

in writing within 60 days of this 

publication. 

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. 

Please direct your written comment to 

Pamela Dyson, Director/Chief 

Information Officer, Securities and 

Exchange Commission, c/o Remi PavlikSimon, 100 F Street NE., Washington, 

DC 20549 or send an email to: PRA_

Mailbox@sec.gov. 

April 15, 2015. 

Brent J. Fields, 

Secretary. 

[FR Doc. 2015–08993 Filed 4–17–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

Proposed Collection; Comment 

Request 

Upon Written Request, Copy Available 

From: Securities and Exchange 

Commission, Office of FOIA Services, 

100 F Street NE., Washington, DC 

20549–2736. 

Extension: 

Form N–5, SEC File No. 270–172, OMB 

Control No. 3235–0169. 

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 (the 

‘‘Commission’’) is soliciting comments 

on the collection of information 

summarized below. The Commission 

plans to submit this existing collection 

of information to the Office of 

Management and Budget (‘‘OMB’’) for 

extension and approval. 

Form N–5 (17 CFR 239.24 and 274.5) 

is the form used by small business 

investment companies (‘‘SBICs’’) to 

register their securities under the 

Securities Act of 1933 (15 U.S.C. 77a et 

seq.) (‘‘Securities Act’’) and the 

Investment Company Act of 1940 (15 

U.S.C. 80a–1 et seq.) (‘‘Investment 

Company Act’’). Form N–5 is the 

registration statement form adopted by 

the Commission for use by an SBIC that 

has been licensed as such under the 

Small Business Investment Act of 1958 

or which has received the preliminary 

approval of the Small Business 

Administration (‘‘SBA’’) and has been 

notified by the SBA that the company 

may submit a license application Form 

N–5 is an integrated registration form 

and may be used as the registration 

statement under both the Securities Act 

and the Investment Company Act. The 

purpose of Form N–5 is to meet the 

filing and disclosure requirements of 

both the Securities Act and Investment 

Company Act, and to provide investors 

with information sufficient to evaluate 

an investment in an SBIC. The 

information that is required to be filed 

with the Commission permits 

verification of compliance with 

securities law requirements and assures 

the public availability and 

dissemination of the information. 

The Commission has received one 

filing on Form N–5 in the last three 

years, and we therefore estimate that 

SBICs will file about 0.333 filings on 

Form N–5 per year. The currently 

approved burden of Form N–5 is 352 

hours per response. Therefore, the 

number of currently approved aggregate 

burden hours, when calculated using 

the current estimate for number of 

filings is about 117 hours per year. The 

currently approved cost burden of Form 

N–5 is $30,000 per filing. We continue 

to believe this estimate for Form N–5’s 

cost burden is appropriate. Therefore, 

we estimate that the aggregate cost 

burden, when calculated using the 

Commission’s estimate of 0.333 filings 

per year, is about $10,000 in external 

costs per year. 

Estimates of average burden hours 

and costs are made solely for the 

purposes of the Paperwork Reduction 

Act, and are not derived from a 

comprehensive or even representative 

survey or study of the costs of 

Commission rules and forms. 

Compliance with the collection of 

information requirements of Form N–5 

is mandatory. Responses to the 

collection of information will not be 

kept confidential. 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 invited 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 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. 

Consideration will be given to 

comments and suggestions submitted in 

writing within 60 days of this 

publication. 

Please direct your written comments 

to Pamela Dyson, Director/Chief 

Information Officer, Securities and 

Exchange Commission, c/o Remi PavlikSimon, 100 F Street NE., Washington, 

DC 20549; or send an email to: PRA_

Mailbox@sec.gov. 

April 15, 2015. 

Brent J. Fields, 

Secretary. 

[FR Doc. 2015–08991 Filed 4–17–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–74727; File No. SR– 

NYSEArca–2015–30] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change Amending the NYSE Arca 

Options Fee Schedule 

April 14, 2015. 

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 April 9, 

2015, NYSE Arca, Inc. (‘‘Exchange’’ or 

‘‘NYSE Arca’’) filed with the Securities 

and Exchange Commission 

(‘‘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 Substance of 

the Proposed Rule Change 

The Exchange proposes to amend the 

NYSE Arca Options Fee Schedule (‘‘Fee 

Schedule’’) in a number of different 

ways as described below. The Exchange 

proposes to implement the fee change 

effective April 9, 2015. 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 the 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

self-regulatory organization included 

mstockstill on DSK4VPTVN1PROD with NOTICES

21786 Federal Register / Vol. 80, No. 75 / Monday, April 20, 2015 / Notices 

4Where Professional Customer executions are not 

specifically delineated in the Fee Schedule, NYSE 

Arca will continue to treat such executions as 

Customer executions for fee purposes and the 

Exchange proposes to include this information in 

the Fee Schedule for additional clarity and 

transparency. See proposed Fee Schedule, NYSE 

Arca OPTIONS: TRADE-RELATED CHARGES FOR 

STANDARD OPTIONS (‘‘Unless Professional 

Customer executions are specifically delineated, 

such executions will be treated as Customer 

executions for fee purposes.’’). 

5The Exchange recently added a Professional 

Customer definition to its rules. See Securities 

Exchange Act Release No. 73665 (November 21, 

2014), 79 FR 70907 (November 28, 2014) (SR– 

NYSEArca–2014–133). With the filing, the 

Exchange did not alter its priority rules applicable 

to orders of Professional Customers, but the 

Exchange did reserve the right to ‘‘differentiate 

between Professional Customer orders and other 

orders for purposes of priority or fees,’’ in any 

subsequent rule proposals filed with the 

Commission. See id. at 70908, fn. 9. 

6Endnote 8 sets forth additional detail regarding 

meeting the volume requirements of proposed Tier 

6. See Fee Schedule, Endnote 8 (‘‘The calculations 

for qualifications for monthly posting credits only 

include electronic executions, excluding Mini 

options contracts. Customer equity and ETF option 

ADV does not include Electronic Complex Order 

Executions or Mini options contracts executions. 

QCC orders are neither posted nor taken; thus QCC 

transactions are not included in the calculation of 

posted or taken execution volumes. Orders routed 

to another market for execution are not included in 

the calculation of taking volume. Total Industry 

Customer equity and ETF option ADV includes 

OCC calculated Customer volume of all types, 

including Complex Order Transactions, QCC 

transactions, and mini options transactions, in 

equity and ETF options. An affiliate of an OTP 

Holder or OTP Firm is as defined in NYSE Arca 

Rule 1.1(a). For purposes of calculating the 

executed Average Daily Volume (‘‘ADV’’) of Retail 

Orders of U.S. Equity Market Share on the NYSE 

Arca Equity Market, a Retail Order must qualify for 

the Retail Order Tier set forth in the Schedule of 

Fees and Charges for NYSE Arca Equities, Inc.’’ 

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 in a number of different 

ways as described below. The Exchange 

proposes to implement the fee changes 

effective April 9, 2015. 

Transaction Fees 

The Exchange is proposing several 

changes to transaction fees. First, the 

Exchange proposes to establish certain 

fees for Professional Customer orders. 

The Exchange does not currently 

differentiate between Customer orders 

and Professional Customer orders, 

except for orders routing to away 

exchanges.4 Because the Exchange 

recently adopted a Professional 

Customer definition,5 the Exchange 

proposes to establish how Professional 

Customers would be charged for 

transactions on the Exchange. Regarding 

manual transactions, in the table setting 

forth ‘‘Transaction Fee—Per Contract,’’ 

the Exchange proposes to clarify that 

Professional Customer orders executed 

in open outcry will continue to be 

charged the same rates as Customers 

orders—i.e., no charge will apply. To 

add clarity to the Fee Schedule, the 

Exchange proposes to rename the table 

‘‘Transaction Fee for Manual 

Transactions—Per Contract.’’ 

Regarding Electronic executions, in 

the table setting forth ‘‘Transaction 

Fee—Per Contract,’’ the Exchange 

proposes to add ‘‘Professional 

Customer’’ as a participant type. To add 

clarity to the Fee Schedule, the 

Exchange proposes to rename the table 

‘‘Transaction Fee for Electronic 

Transactions—Per Contract.’’ As 

discussed below, the Exchange proposes 

to charge Professional Customers the 

same proposed Take Liquidity rate as 

Firms and Broker Dealers, but enable 

Professional Customers to earn the same 

proposed Posting Credit for Posted 

Liquidity as Customers. 

The Exchange is also proposing to 

increase the Take Liquidity Fees for 

Lead Market Makers (‘‘LMM’’s), NYSE 

Arca Market Makers (‘‘MM’’s), and Firm 

and Broker Dealer (‘‘BD’’) Electronic 

Executions. The Take Liquidity fees for 

LMM, MM, Firm and BD orders 

executed electronically in Penny Pilot 

Issues would be $0.50 per contract, up 

from $0.49. The Take Liquidity fees for 

LMM and MM orders executed 

electronically in Non Penny Pilot Issues 

would be $0.92 per contract, up from 

$0.87, while the Take Liquidity fees for 

Firm and BD orders executed 

electronically in Non Penny Pilot Issues 

would be $0.94 per contract, up from 

$0.89. As noted above, the Exchange is 

proposing to charge Professional 

Customers Take Liquidity Fees per 

contract equivalent to those charged to 

Firm and Broker Dealer orders: $0.50 in 

Penny Pilot issues, and $0.94 in Non 

Penny Pilot issues. Finally, the 

Exchange is proposing that Professional 

Customer orders entered and executed 

electronically would receive the same 

per contract credit for Post Liquidity as 

a Customer: $0.25 for Post Liquidity in 

Penny Pilot Issues and $0.75 for Post 

Liquidity in Non Penny Pilot Issues. 

Customer Monthly Posting Credit Tiers 

for Penny Pilot Issues 

The Exchange is proposing two 

changes to the Customer Monthly 

Posting Credit Tiers for Penny Pilot 

Issues, which currently has five tiers. 

First, the Exchange proposes to clarify 

that these credits apply to executions of 

Professional Customer orders. Second, 

the Exchange proposes to add a sixth 

tier. To clarify that these tiers apply to 

Professional Customer orders, the 

Exchange proposes to revise the table, 

including its title and headings, as well 

as the description of qualifying posted 

orders for each tier, to include reference 

to Professional Customers. With this 

change, the Exchange would clarify that 

the tiers apply to Professional 

Customers and Customers alike, and 

that volume from Professional Customer 

posted orders, together with Customer 

orders, would be included in the 

calculation of the qualifications. 

The Exchange also proposes to add a 

sixth Tier (‘‘Tier 6’’). To qualify for 

proposed Tier 6, Order Flow Providers 

(‘‘OFPs’’) must achieve at least 1.00% of 

the Total Industry Customer equity and 

ETF option Average Daily Volume 

(‘‘ADV’’) from Customer and 

Professional Customer Posted Orders in 

all Issues, or, achieve at least 0.80% of 

the Total Industry Customer equity and 

ETF option Average Daily Volume 

(‘‘ADV’’) from Customer and 

Professional Customer Posted Orders in 

all issues and also executes an ADV of 

Retail Orders of 0.10% ADV of U.S. 

Equity market share posted and 

executed on the NYSE Arca Equity 

Market.6 OFPs that meet either of the 

qualifications for Tier 6 would receive 

a credit of $0.50 per contract applied to 

posted electronic Customer and 

Professional Customer executions in 

Penny Pilot issues. The Exchange 

believes this proposed change would 

provide additional incentive to direct 

Customer (and Professional Customer) 

order flow to the Exchange, which 

benefits all market participants through 

increased liquidity and enhanced price 

discovery. 

Customer Incentive Program 

The Exchange is proposing two 

changes to the Customer Incentive 

Program, which provides four 

alternatives to earn credits. First, the 

Exchange proposes to clarify that this 

Program includes executions of 

Professional Customer orders in the 

calculation of executed Customer Posted 

orders and that all of the various 

incentive credits apply to both 

Customer and Professional Customer 

mstockstill on DSK4VPTVN1PROD with NOTICES

Federal Register / Vol. 80, No. 75 / Monday, April 20, 2015 / Notices 21787 

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

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

9See supra n. 5. 

10See, e.g., NASDAQ OMX PHLX, available here 

http://www.nasdaqtrader.com/

Micro.aspx?id=phlxpricing (charging the 

Professional Customers the same rate as Broker 

Dealers and Firms); NYSE Amex Options, available 

here, https://www.nyse.com/publicdocs/nyse/

markets/amex-options/NYSE_Amex_Options_Fee_

Schedule.pdf (same). 

Posting Credits. Second, the Exchange is 

proposing to increase two of the 

possible incentives from $0.02 to $0.03. 

Specifically, if an OFP meets a level of 

at least 0.75% of Total Industry 

Customer equity and ETF option ADV 

from Customer and Professional 

Customer Posted Orders in both Penny 

Pilot and non-Penny Pilot Issues, of 

which at least 0.28% of Total Industry 

Customer equity and ETF option ADV is 

from Customer and Professional 

Customer Posted Orders in non-Penny 

Pilot Issues, that OFP would qualify for 

an additional $0.03 credit on Customer 

and Professional Customer Posting 

Credits. As further proposed, if an OFP 

achieves and has executed ADV of 

Retail Orders of 0.10% of U.S. Equity 

market share posted and executed on 

the NYSE Arca Equity Market, that OFP 

would qualify for an additional $0.03 

credit on Customer and Professional 

Customer Posting Credits. The Exchange 

believes this proposed change would 

provide additional incentive to direct 

Customer (and Professional Customer) 

order flow to the Exchange, which 

benefits all market participants through 

increased liquidity and enhanced price 

discovery. 

Customer Posting Credit Tiers in Non 

Penny Pilot Issues 

The Exchange is proposing several 

changes to these Posting Credit Tiers, 

which consist of Tier A and Tier B and 

provide for specified credits if specified 

volume thresholds have been met. First, 

consistent with the above changes, the 

Exchange is proposing to clarify that the 

Posting Credit Tiers would apply to 

executions of Professional Customer 

orders. In addition, the Exchange is 

proposing to adjust the Posting Credit 

Tiers to require higher levels of volume 

to qualify, and to increase the credit 

applied to posted electronic Customer 

and Professional Customer executions 

in non-Penny Pilot issues. Tier A would 

require an Order Flow Provider to meet 

a minimum of 0.80%, instead of 0.60%, 

of total industry Customer equity and 

ETF options ADV from Customer and 

Professional Customer Posted Orders in 

all issues, plus an executed ADV of 

Retail Orders of 0.1% ADV of U.S. 

Equity market share posted and 

executed on the NYSE Arca Equity 

Market to qualify for the credit. Tier B 

would require an Order Flow Provider 

to achieve at least 1.00%, instead of 

0.95%, of total industry Customer 

equity and ETF options ADV from 

Customer and Professional Customer 

posted orders in both Penny Pilot and 

non-Penny Pilot issues. Qualifying 

under either criterion would result in a 

credit applied to posted electronic 

Customer and Professional Customer 

execution in non-Penny Pilot issues of 

$0.83 per contract instead of $0.80 or 

$0.81 per contract. The Exchange 

believes the proposed increases are 

offset by the increased credits and 

believes this proposed change would 

provide additional incentive to direct 

Customer (and Professional Customer) 

order flow to the Exchange, which 

benefits all market participants through 

increased liquidity and enhanced price 

discovery. 

Take Liquidity Discount for Certain 

Market Participants 

Finally, the Exchange is proposing a 

new fee, which would be a discount in 

Take Liquidity Fees for Professional 

Customer, Market Maker, Firm, and 

Broker Dealer Liquidity Removing 

orders for OTP Holders and OTP Firms 

(‘‘OTPs’’) that meet a volume 

qualification. As proposed, firms that 

provide at least 1.00% of total industry 

customer equity and ETF option ADV 

from Customer and Professional 

Customer posted orders in all issues and 

also at least 2.00% of total industry 

Customer equity and ETF option ADV 

from Professional Customer, Market 

Maker, Firm, and Broker Dealer 

liquidity removing orders in all issues 

would qualify for a discount in Take 

Liquidity Fees of $0.02 in Penny Pilot 

Issues, and $0.06 in non-Penny Pilot 

Issues. The Exchange believes this 

change would provide an incentive for 

OTPs to execute large volumes of orders 

on the Exchange, which benefits all 

market participants through increased 

liquidity and enhanced price discovery. 

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

Section 6(b) of the Act,7 in general, and 

furthers the objectives of Sections 

6(b)(4) and (5) of the Act,8 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 

proposed delineation of how 

Professional Customer orders would be 

charged and treated for purposes of 

achieving and earning certain credits 

available on the Exchange is reasonable, 

equitable and not unfairly 

discriminatory because it adds clarity to 

the Fee Schedule, particularly in light of 

the Exchange’s recent adoption of the 

Professional Customer definition in its 

rules.9 Prior to this rule change, orders 

that qualify as Professional Customer 

orders were treated the same as 

Customer orders. Thus, where the 

Exchange proposes to clarify that 

Professional Customer volumes are 

included in the calculation for certain 

credits available, the clarification does 

not change the fact that orders now 

falling under the category of 

Professional Customer were previously 

included in these volumes. 

The Exchange believes the proposed 

changes regarding the transactions fees 

to be charged for Professional Customer 

orders are reasonable, equitable and not 

unfairly discriminatory for several 

reasons. First, because Professional 

Customers submit more than 390 orders 

in listed options per day on average, 

Professional Customers generally engage 

in trading activity similar to Broker 

Dealers or Firms. The Exchange believes 

the Professional Customers’ higher level 

of trading activity would result in 

greater ongoing operational costs, which 

costs the Exchange aims to recover by 

assessing Professional Customers (and 

Broker Dealers and Firms) higher fees 

for transactions. The Exchange also 

notes that other competing options 

exchanges likewise similarly charge 

Professional Customers the same 

transaction fees as Firms and Broker 

Dealers.10 The Exchange also believes 

that continuing certain fees and credits 

for Professional Customers at the same 

rate as Customer orders (e.g., for Manual 

executions) is reasonable because it is 

consistent with the Exchange’s current 

fees and credits, and is designed to 

attract Professional Customer order flow 

to the Exchange, which provides a 

greater opportunity for trading by all 

market participants. 

Further, the Exchange believes that 

the proposed Take Liquidity rates for 

Lead Market Makers, Market Makers, 

Firms and Broker Dealers, and 

Professional Customers are reasonable, 

equitable and not unfairly 

discriminatory because they are 

competitive with fees charged by other 

exchanges and are designed to attract 

(and compete for) order flow to the 

Exchange, which provides a greater 

opportunity for trading by all market 

mstockstill on DSK4VPTVN1PROD with NOTICES

21788 Federal Register / Vol. 80, No. 75 / Monday, April 20, 2015 / Notices 

11See e.g., NASDAQ Options Market—Fees and 

Rebates, available here, http://www.nasdaqtrader.

com/Micro.aspx?id=optionsPricing. 

12See, e.g., supra n. 10. 

13See, e.g., BATS Options Exchange fee schedule 

(Professional, Firm and Market Maker Penny Pilot 

Take Volume Tiers) available here, http://

www.batsoptions.com/support/fee_schedule/. 14 15 U.S.C. 78f(b)(8). 

participants.11 In addition, the 

increased take fees are reasonable 

because the fees would generate revenue 

that would help to support the credits 

offered for posting liquidity, which are 

available to all market participants. 

The Exchange also believes that the 

proposed changes are equitable and not 

unfairly discriminatory because the 

changes to Take Liquidity Fees for 

Market Makers and Lead Market Makers 

would apply to all Market Makers and 

Lead Market Makers on an equal and 

non-discriminatory basis. The Exchange 

believes the changes to Firm, Broker 

Dealer, and Professional Customer Take 

Liquidity Fees are equitable and not 

unfairly discriminatory because they 

apply to all non-Customer participants 

who do not have the burden of Market 

Making obligations. 

The Exchange believes the 

adjustments to qualifications for 

enhanced posting liquidity credits and 

increases in various credits, are 

reasonable and not unfairly 

discriminatory as they are designed to 

attract increased Customer (and 

Professional Customer) business on the 

Exchange and are achievable in various 

ways. An increase in Customer (and 

Professional Customer) orders executed 

on the Exchange benefits all participants 

by offering greater price discovery, 

increased transparency, and an 

increased opportunity to trade on the 

Exchange. The Exchange also believes 

that the proposed credits are reasonable 

because they are within a range of 

similar credits available on other option 

exchanges.12 Additionally, attracting 

posted Customer and Professional 

Customer order flow is desirable 

because it encourages liquidity to be 

present on the Exchange. 

The Exchange believes the 

introduction of a new Tier in the 

Customer Monthly Posting Credit Tiers 

and Qualifications for Executions in 

Penny Pilot Issues is reasonable because 

it is designed to attract additional 

Customer (and Professional Customer) 

electronic equity and ETF option 

volume to the Exchange, which would 

benefit all participants by offering 

greater price discovery, increased 

transparency, and an increased 

opportunity to trade on the Exchange. 

Additionally, the Exchange believes the 

proposed credits available on this new 

tier are reasonable because they would 

incent OTPs to submit Customer (and 

Professional Customer) electronic equity 

and ETF option orders to the Exchange 

and would result in credits that are 

reasonably related to the Exchange’s 

market quality that is associated with 

higher volumes. 

The Exchange believes that the 

proposed changes in the Customer 

Posting Credit Tiers in Non Penny Pilot 

Issues and the Customer Incentive 

Program are equitable and not unfairly 

discriminatory because they will be 

available to all OTPs that execute posted 

electronic Customer (and Professional 

Customer) orders on the Exchange on an 

equal and non-discriminatory basis, in 

particular because they provide 

alternative means of achieving the same 

credit. The Exchange believes that 

providing methods for achieving the 

credits based on posted electronic 

Customer (and Professional Customer) 

Executions in both Penny Pilot and nonPenny Pilot issues is equitable and not 

unfairly discriminatory because it 

would continue to result in more OTPs 

qualifying for the credits and therefore 

reducing their overall transaction costs 

on the Exchange. 

Further, the Exchange believes the 

proposed change to the Customer 

Posting Credit Tiers in Non Penny Pilot 

Issues and Customer Incentive Program 

is reasonable because it is designed to 

continue to bring additional posted 

order flow to NYSE Arca Equities, so as 

to provide additional opportunities for 

all ETP Holders to trade on NYSE Arca 

Equities. 

The Exchange believes the creation of 

a Take Fee discount available to Lead 

Market Makers, Market Makers, Firms, 

Broker Dealers and Professional 

Customers is reasonable, equitable, and 

not unfairly discriminatory because it is 

applicable to all participants other than 

Customers, who pay a much lower Take 

Liquidity Fee, and because it is 

available to all firms that provide 

Customer and Professional Customer 

orders. The Exchange also believes this 

change will provide an incentive for 

OTPs to execute large volumes of orders 

on the Exchange, which benefits all 

market participants through increased 

liquidity and enhanced price discovery. 

The Exchange also notes that the 

proposed Take Fee discount is 

consistent with those offered on 

competing options exchanges.13

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,14 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. 

Instead, the Exchange believes that the 

proposed change would continue to 

encourage competition, including by 

attracting additional liquidity to the 

Exchange, which would continue to 

make the Exchange a more competitive 

venue for, among other things, order 

execution and price discovery. The 

Exchange does not believe that the 

proposed change will impair the ability 

of any Market Participants or competing 

order execution venues to maintain 

their competitive standing in the 

financial markets. 

The increases in Take Liquidity fees 

will impact all affected order types (i.e., 

Professional Customers, Firm, Broker 

Dealers) in issues at the same rate. The 

proposed changes to the Customer 

Monthly Posting Credit Tiers, and the 

proposed modification to the Customer 

Incentives are designed to attract 

additional volume, in particular posted 

electronic Customer (and Professional 

Customer) executions, to the Exchange, 

which would promote price discovery 

and transparency in the securities 

markets thereby benefitting competition 

in the industry. As stated above, the 

Exchange believes that the proposed 

change would impact all similarly 

situated OTPs that post electronic 

Customer (and Professional Customer) 

executions on the Exchange equally, 

and as such, the proposed change would 

not impose a disparate burden on 

competition either among or between 

classes of market participants. 

The Exchange notes that it operates in 

a highly competitive market in which 

market participants can readily favor 

competing venues. In such an 

environment, the Exchange must 

continually review, and consider 

adjusting, its fees and credits to remain 

competitive with other exchanges. For 

the reasons described above, the 

Exchange believes that the proposed 

rule change reflects this competitive 

environment. 

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. 

mstockstill on DSK4VPTVN1PROD with NOTICES

Federal Register / Vol. 80, No. 75 / Monday, April 20, 2015 / Notices 21789 

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

16 17 CFR 240.19b–4(f)(2). 

17 15 U.S.C. 78s(b)(2)(B). 18 17 CFR 200.30–3(a)(12). 

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) 15 of the Act and 

subparagraph (f)(2) of Rule 19b–4 16

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) 17 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–2015–30 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–2015–30. 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 

a.m. and 3 p.m. Copies of such filing 

also will be available for inspection and 

copying at the principal offices 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–2015–30, and should be 

submitted on or before May 11, 2015. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.18

Brent J. Fields, 

Secretary. 

[FR Doc. 2015–08943 Filed 4–17–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[SEC File No. 270–188, OMB Control No. 

3235–0212] 

Proposed Collection; 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 12b–1. 

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 (the 

‘‘Commission’’) is soliciting comments 

on the collection of information 

summarized below. The Commission 

plans to submit this existing collection 

of information to the Office of 

Management and Budget for extension 

and approval. 

Rule 12b–1 under the Investment 

Company Act of 1940 (17 CFR 270.12b– 

1) permits a registered open-end 

investment company (‘‘fund’’ or 

‘‘mutual fund’’) to bear expenses 

associated with the distribution of its 

shares, provided that the mutual fund 

complies with certain requirements, 

including, among other things, that it 

adopt a written plan (‘‘rule 12b–1 plan’’) 

and that it has in writing any 

agreements relating to the rule 12b–1 

plan. The rule in part requires that (i) 

The adoption or material amendment of 

a rule 12b–1 plan be approved by the 

mutual fund’s directors, including its 

independent directors, and, in certain 

circumstances, its shareholders; (ii) the 

board review quarterly reports of 

amounts spent under the rule 12b–1 

plan; and (iii) the board, including the 

independent directors, consider 

continuation of the rule 12b–1 plan and 

any related agreements at least annually. 

Rule 12b–1 also requires mutual funds 

relying on the rule to preserve for six 

years, the first two years in an easily 

accessible place, copies of the rule 12b– 

1 plan and any related agreements and 

reports, as well as minutes of board 

meetings that describe the factors 

considered and the basis for adopting or 

continuing a rule 12b–1 plan. 

Rule 12b–1 also prohibits funds from 

paying for distribution of fund shares 

with brokerage commissions on their 

portfolio transactions. The rule requires 

funds that use broker-dealers that sell 

their shares to also execute their 

portfolio securities transactions, to 

implement policies and procedures 

reasonably designed to prevent: (i) the 

persons responsible for selecting brokerdealers to effect transactions in fund 

portfolio securities from taking into 

account broker-dealers’ promotional or 

sales efforts when making those 

decisions; and (ii) a fund, its adviser or 

principal underwriter, from entering 

into any agreement under which the 

fund directs brokerage transactions or 

revenue generated by those transactions 

to a broker-dealer to pay for distribution 

of the fund’s (or any other fund’s) 

shares. 

The board and shareholder approval 

requirements of rule 12b–1 are designed 

to ensure that fund shareholders and 

directors receive adequate information 

to evaluate and approve a rule 12b–1 

plan and, thus, are necessary for 

investor protection. The requirement of 

quarterly reporting to the board is 

designed to ensure that the rule 12b–1 

plan continues to benefit the fund and 

its shareholders. The recordkeeping 

requirements of the rule are necessary to 

enable Commission staff to oversee 

compliance with the rule. The 

requirement that funds or their advisers 

implement, and fund boards approve, 

policies and procedures in order to 

prevent persons charged with allocating 

fund brokerage from taking distribution 

efforts into account is designed to 

ensure that funds’ selection of brokers to 

effect portfolio securities transactions is 

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