64434 Federal Register / Vol. 79, No. 209 / Wednesday, October 29, 2014 / Notices 

11 15 U.S.C. 78s(b)(3)(A). 12 17 CFR 240.19b–4(f)(6). 13 17 CFR 240.19b–4(f)(6). As required under Rule 

19b–4(f)(6)(iii), the Exchange provided the 

Commission with written notice of its intent to file 

the proposed rule change, along with a brief 

description and the text of the proposed rule 

change, at least five business days prior to the date 

of filing of the proposed rule change. 

14 17 CFR 240.19b–4(f)(6). 

15 17 CFR 240.19b–4(f)(6)(iii). 

16For purposes only of waiving the 30-day 

operative delay, the Commission has considered the 

proposed rule’s impact on efficiency, competition, 

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

17 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b-4. 

is being proposed in the context of the 

technology integration of the BGM 

Affiliated Exchanges. Thus, the 

Exchange believes this proposed rule 

change is necessary to permit fair 

competition among national securities 

exchanges. In addition, the Exchange 

believes the proposed rule change will 

benefit Exchange participants in that it 

is one of several changes necessary to 

achieve a consistent technology offering 

by the BGM Affiliated Exchanges. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

The Exchange has neither solicited 

nor received written comments on 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) of the Act 11 and Rule 19b– 

4(f)(6) thereunder.12 Because the 

foregoing proposed rule change does 

not: (i) Significantly affect the 

protection of investors or the public 

interest; (ii) impose any significant 

burden on competition; and (iii) become 

operative for 30 days from the date on 

which it is filed, or such shorter time as 

the Commission may designate, it has 

become effective pursuant to Section 

19(b)(3)(A) of the Act and Rule 19b– 

4(f)(6) thereunder.13

A proposed rule change filed 

pursuant to Rule 19b–4(f)(6) under the 

Act 14 normally does not become 

operative for 30 days after the date of its 

filing. However, Rule 19b–4(f)(6)(iii) 15

permits the Commission to designate a 

shorter time if such action is consistent 

with the protection of investors and the 

public interest. The Exchange has asked 

the Commission to waive the 30-day 

operative delay so that the proposal may 

become operative immediately upon 

filing, noting that a waiver of the 

operative delay will allow the Exchange 

to continue to strive towards a complete 

technology integration of the BGM 

Affiliated Exchanges, with gradual rollouts of new functionality to ensure 

stability of the System. The Exchange 

also believes that the benefit to 

Exchange Users expected from the 

proposed rule change—greater 

flexibility in their efforts to fill orders— 

should not be delayed. Further, the 

Exchange states that introduction of the 

optional routing strategies will not 

require any systems changes by 

Exchange Users that would necessitate a 

delay, as selection of the routing 

strategies is entirely optional and Users 

will not be affected by the change unless 

they select to use the newly offered 

functionality. The Commission believes 

that waiving the 30-day operative delay 

is consistent with the protection of 

investors and the public interest. 

Therefore, the Commission hereby 

waives the operative delay and 

designates the proposed rule change 

operative upon filing.16

At any time within 60 days of the 

filing of the proposed rule change, the 

Commission summarily may 

temporarily suspend such rule change if 

it appears to the Commission that such 

action is necessary or appropriate in the 

public interest, for the protection of 

investors, or otherwise in furtherance of 

the purposes of the Act. If the 

Commission takes such action, the 

Commission shall institute proceedings 

to determine whether the proposed rule 

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– 

BATS–2014–052 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–BATS–2014–052. 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 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–BATS– 

2014–052, and should be submitted on 

or before November 19, 2014. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.17

Kevin M. O’Neill, 

Deputy Secretary. 

[FR Doc. 2014–25666 Filed 10–28–14; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–73414; File No. SR–BATS– 

2014–050] 

Self-Regulatory Organizations; BATS 

Exchange, Inc.; Notice of Filing and 

Immediate Effectiveness of a Proposed 

Rule Change Related to Fees for Use 

of BATS Exchange, Inc. 

October 23, 2014. 

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

Securities Exchange Act of 1934 

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

notice is hereby given that on October 

16, 2014, BATS Exchange, Inc. (the 

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

Securities and Exchange Commission 

(‘‘Commission’’) a proposed rule change 

as described in Items I, II and III below, 

which Items have been prepared by the 

Exchange. The Commission is 

publishing this notice to solicit 

mstockstill on DSK4VPTVN1PROD with NOTICES

Federal Register / Vol. 79, No. 209 / Wednesday, October 29, 2014 / Notices 64435 

3See Securities Exchange Act Release No. 65225 

(August 30, 2011) 76 FR 55148 (September 6, 2011) 

(SR–BATS–2011–018). 

4As defined in BATS Rule 11.8(e)(1)(A), the term 

‘‘ETP’’ means any security listed pursuant to 

Exchange Rule 14.11. 

5See Securities Exchange Act Release No. 66422 

(February 17, 2012) 77 FR 11179 (February 24, 

2012) (SR–BATS–2012–010). 

6See Securities Exchange Act Release No. 72377 

(June 12, 2014) 79 FR 34822 (June 18, 2014) (SR– 

BATS–2014–024). 

7The Exchange notes that the CLP Program 

referenced in this proposal will be discontinued as 

of December 31, 2014. The references to the CLP 

Program herein do not apply to the Exchange’s 

Supplemental CLP Program for ETPs, which is 

defined in Interpretation and Policy .03 to Rule 

11.8. 

8As defined in Rule 11.8(e)(1)(C), LMM Security 

means an ETP that has an LMM. 

9See BATS Rule 11.8(e). 

10 15 U.S.C. 78f. 11 15 U.S.C. 78f(b)(4) and (5). 

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 filed a proposal to 

amend the fees applicable to securities 

listed on the Exchange pursuant to 

BATS Rule 14.13. Changes to the fee 

schedule pursuant to this proposal are 

effective upon filing. 

The text of the proposed rule change 

is available at the Exchange’s Web site 

at http://www.batstrading.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 

Exchange 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 

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 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

On August 30, 2011, the Exchange 

received approval of rules applicable to 

the qualification, listing, and delisting 

of companies on the Exchange,3 which 

it modified on February 8, 2012 in order 

to adopt pricing for the listing of 

exchange traded products (‘‘ETPs’’ 4 on 

the Exchange,5 which it subsequently 

modified again on June 4, 2014.6 The 

Exchange proposes to modify Rule 

14.13, entitled ‘‘Company Listing Fees’’ 

to eliminate the annual fees for ETPs 

that are not participating in the 

competitive liquidity provider program 

under Interpretation and Policy .02 to 

Rule 11.8 (the ‘‘CLP Program’’).7 The 

Exchange is not proposing to eliminate 

the $5,000 application fee for ETPs. For 

ETPs that are participating in the CLP 

Program, the Exchange proposes that the 

annual fees continue to be $35,000. In 

conjunction with the proposed 

elimination of annual fees for ETPs 

listed on the Exchange, the Exchange is 

also planning to file a separate proposal 

that will eliminate enhanced rebates for 

lead market makers (‘‘LMMs’’) in LMM 

Securities 8 under the Exchange’s LMM 

Program,9 which was in part subsidized 

by the annual listing fees. 

Currently, Rule 14.13(b)(2)(C) 

provides that the annual fee for an ETP 

that is not participating in the CLP 

Program is charged quarterly on a tiered 

basis based on the ETP’s consolidated 

average daily volume (the ‘‘CADV’’), as 

defined below, during the quarter 

preceding the billing date. Specifically, 

the Exchange charges issuers of ETPs on 

a quarterly basis as follows: 

CADV Quarterly 

fee 

Annual 

fee 

0–10,000 ................. $1,250 $5,000 

10,001–40,000 ........ 2,000 8,000 

40,001–80,000 ........ 3,000 12,000 

80,001–150,000 ...... 3,750 15,000 

150,001–400,000 .... 4,500 18,000 

Greater than 

400,000 ............... (1) (1) 

1Free. 

As mentioned above, the Exchange is 

proposing to eliminate all annual fees 

for ETPs that are not participating in the 

CLP Program, which includes the fees 

associated with each of the CADV tiers 

above. Specifically, the Exchange is 

proposing that issuers of each class of 

securities that is a domestic or foreign 

issue listed on the Exchange as an ETP 

that is not currently participating in the 

CLP Program will pay no annual fee to 

the Exchange. 

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

the requirements of the Act and the 

rules and regulations thereunder that 

are applicable to a national securities 

exchange, and, in particular, with the 

requirements of Section 6 of the Act.10

Specifically, the Exchange believes that 

the proposed rule change is consistent 

with Section 6(b)(4) and 6(b)(5) of the 

Act,11 in that it provides for the 

equitable allocation of reasonable dues, 

fees and other charges among issuers 

and it does not unfairly discriminate 

between customers, issuers, brokers or 

dealers. 

The Exchange is proposing to 

eliminate all annual listing fees for ETPs 

listed on the Exchange, except for those 

ETPs that are participating in the CLP 

Program, which will significantly 

reduce listing fees for most new issuers 

and transfer listings in ETPs (with the 

exception of ETPs with a CADV greater 

than 400,000 for which there already 

was no annual listing fee), which the 

Exchange believes is equitable, 

reasonable, and non-discriminatory 

because the annual fee for listings will 

be applied equally to all ETPs newly 

listed on the Exchange. Further, there 

are currently no ETPs listed on the 

Exchange that are receiving the pricing 

for having a CADV of greater than 

400,000. The Exchange also believes 

that continuing to charge $35,000 

annually for ETPs that continue to 

participate in the CLP Program is 

equitable and non-discriminatory 

because the costs associated with 

operating the CLP Program are 

significantly higher than the anticipated 

costs associated with the listing of ETPs 

on the Exchange that are not 

participating in the CLP Program and 

are generally designed to at least in part 

offset the costs to the Exchange to 

operate the CLP Program. Further, ETPs 

participating in the CLP Program may 

opt out of the CLP Program at any time 

in order to be eligible for having no 

annual listing fees. 

Based on the foregoing, the Exchange 

believes that its proposed elimination of 

annual fees for ETPs that are not 

participating in the CLP Program is a 

reasonable, equitable, and nondiscriminatory allocation of fees to 

issuers. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change will result in 

any burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act, as amended. 

With respect to the proposed new 

pricing for the listing of ETPs, the 

Exchange does not believe that the 

changes burden competition, but 

instead, enhance competition, as it is 

intended to increase the 

competitiveness of the Exchange’s 

listings program by allowing the 

mstockstill on DSK4VPTVN1PROD with NOTICES

64436 Federal Register / Vol. 79, No. 209 / Wednesday, October 29, 2014 / Notices 

12 15 U.S.C. 78s(b)(3)(A). 

13 17 CFR 240.19b–4(f). 

14 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3The Commission notes that Precidian ETFs 

Trust, which would be the issuer of the Funds, filed 

an Application for an Order under Section 6(c) of 

the 1940 Act for exemptions from various 

provisions of the 1940 Act and rules thereunder 

(File No. 812–14116), dated July 18, 2013 

(‘‘Exemptive Application’’). The Commission 

published notice of this application (‘‘Notice of 

Application for Exemptive Relief’’) on October 21, 

2014. See Investment Company Act Release No. 

31300 (Oct. 21, 2014) (Precidian ETFs Trust, et al.; 

Notice of Application). 

4See Securities Exchange Act Release No. 71588 

(Feb. 20, 2014), 79 FR 10848 (‘‘Notice’’), available 

at http://www.sec.gov/rules/sro/nysearca/2014/34- 

71588.pdf. 5See Letter from Gary L. Gastineau, President, 

ETF Consultants.com, Inc., to Elizabeth M. Murphy, 

Secretary, Commission (Mar. 18, 2014) (‘‘Gastineau 

Letter’’). All comments on this proposal (see also 

notes 8 and 11, infra) are available at http://

www.sec.gov/comments/sr-nysearca-2014-10/

nysearca201410.shtml. 6 15 U.S.C. 78s(b)(2). 

7See Securities Exchange Act Release No. 71895, 

79 FR 20285 (Apr. 11, 2014). The Commission 

designated a longer period within which to take 

action on the proposed rule change and designated 

May 27, 2014, as the date by which it should 

approve, disapprove, or institute proceedings to 

determine whether to disapprove the proposed rule 

change. 8See Letter from Dennis J. DeCore, Former CoHead U.S. Index Arbitrage (1997–2007), Nomura 

Securities, to Elizabeth M. Murphy, Secretary, 

Commission (Apr. 8, 2014) (‘‘DeCore Letter’’); Letter 

from Martha Redding, Chief Counsel and Assistant 

Corporate Secretary, NYSE Euronext, to Secretary, 

Commission (May 14, 2014) (‘‘Response Letter’’). 9 15 U.S.C. 78s(b)(2)(B). 

10See Securities Exchange Act Release No. 72255, 

79 FR 31362 (June 2, 2014). Specifically, the 

Exchange to offer ETPs the ability to list 

on the Exchange without having to pay 

any annual fees. As such, the proposal 

is a competitive proposal that is 

intended to attract additional ETP 

listings, which will, in turn, benefit the 

Exchange and all other BATS-listed 

ETPs. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

The Exchange has not solicited, and 

does not intend to solicit, comments on 

this proposed rule change. The 

Exchange has not received any written 

comments from members or other 

interested parties. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The foregoing rule change has become 

effective pursuant to Section 19(b)(3)(A) 

of the Act 12 and paragraph (f) of Rule 

19b–4 thereunder13 At any time within 

60 days of the filing of the proposed rule 

change, the Commission summarily may 

temporarily suspend such rule change if 

it appears to the Commission that such 

action is necessary or appropriate in the 

public interest, for the protection of 

investors, or otherwise in furtherance of 

the purposes of the Act. 

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– 

BATS–2014–050 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–BATS–2014–050. 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 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–BATS– 

2014–050, and should be submitted on 

or before November 19, 2014. 

For the Commission, by the Division 

of Trading and Markets, pursuant to 

delegated authority.14

Kevin M. O’Neill, 

Deputy Secretary. 

[FR Doc. 2014–25668 Filed 10–28–14; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–73424; File No. SR– 

NYSEArca–2014–10] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Order Disapproving a 

Proposed Rule Change To Adopt NYSE 

Arca Equities Rule 8.900, Which 

Permits the Listing and Trading of 

Managed Portfolio Shares, and To List 

and Trade Shares of the ActiveShares 

Large-Cap Fund, ActiveShares MidCap Fund, and ActiveShares Multi-Cap 

Fund Pursuant to That Rule 

October 24, 2014. 

On February 7, 2014, NYSE Arca, Inc. 

(‘‘Exchange’’) filed with the Securities 

and Exchange Commission 

(‘‘Commission’’), pursuant to Section 

19(b)(1) of the Securities Exchange Act 

of 1934 (‘‘Exchange Act’’) 1 and Rule 

19b–4 thereunder,2 a proposed rule 

change to adopt new NYSE Arca 

Equities Rule 8.900, which would 

govern the listing and trading of 

Managed Portfolio Shares, and to list 

and trade shares of the ActiveShares 

Large-Cap Fund, ActiveShares Mid-Cap 

Fund, and ActiveShares Multi-Cap 

Fund (each a ‘‘Fund’’ and, collectively, 

‘‘Funds’’) under proposed NYSE Arca 

Equities Rule 8.900.3 The proposed rule 

change was published for comment in 

the Federal Register on February 26, 

2014.4 The Commission received one 

comment letter on the proposed rule 

change during the initial comment 

period.5

On April 7, 2014, pursuant to Section 

19(b)(2) of the Exchange Act,6 the 

Commission designated a longer period 

within which to approve the proposed 

rule change, disapprove the proposed 

rule change, or institute proceedings to 

determine whether to approve or 

disapprove the proposed rule change.7

The Commission received two 

additional comment letters on the 

proposed rule change, including a letter 

from the Exchange in support of its 

proposal.8 On May 27, 2014, the 

Commission instituted proceedings 

under Section 19(b)(2)(B) of the 

Exchange Act 9 to determine whether to 

approve or disapprove the proposed 

rule change.10 The Commission 

mstockstill on DSK4VPTVN1PROD with NOTICES