Federal Register / Vol. 79, No. 242 / Wednesday, December 17, 2014 / Notices 75197 

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

2 17 CFR 240.19b–4. 

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

4 17 CFR 240.19b–4(f)(2). 

5A Member is defined as ‘‘any registered broker 

or dealer that has been admitted to membership in 

the Exchange.’’ See Exchange Rule 1.5(n). 

requirements of rule 22d–1 under the 

Act. 

Asset-Based Distribution Fees 

1. Section 17(d) of the Act prohibits 

an affiliated person of a registered 

investment company or an affiliated 

person of such person, acting as 

principal, from participating in or 

effecting any transaction in connection 

with any joint enterprise or joint 

arrangement in which the investment 

company participates in contravention 

of Commission regulations. Rule 17d–1 

provides that no joint transaction 

covered by the rule may be effected 

unless the Commission issues an order 

permitting the transaction. In reviewing 

applications submitted under section 

17(d) and rule 17d–1, the Commission 

considers whether the participation of 

the investment company in a joint 

enterprise or joint arrangement is 

consistent with the provisions, policies 

and purposes of the Act, and the extent 

to which the participation is on a basis 

different from or less advantageous than 

that of other participants. 

2. Rule 17d–3 under the Act provides 

an exemption from section 17(d) and 

rule 17d–1 to permit open-end 

investment companies to enter into 

distribution arrangements pursuant to 

rule 12b–1 under the Act. Applicants 

request an order under section 17(d) and 

rule 17d–1 under the Act to the extent 

necessary to permit the Fund to impose 

asset-based distribution fees. Applicants 

have agreed to comply with rules 12b– 

1 and 17d–3 as if those rules applied to 

closed-end investment companies, 

which they believe will resolve any 

concerns that might arise in connection 

with a Fund financing the distribution 

of its shares through asset-based 

distribution fees. 

For the reasons stated above, 

applicants submit that the exemptions 

requested under section 6(c) are 

necessary and appropriate in the public 

interest and are consistent with the 

protection of investors and the purposes 

fairly intended by the policy and 

provisions of the Act. Applicants further 

submit that the relief requested 

pursuant to section 23(c)(3) will be 

consistent with the protection of 

investors and will insure that applicants 

do not unfairly discriminate against any 

holders of the class of securities to be 

purchased. Finally, applicants state that 

the Funds’ institution of asset-based 

distribution fees is consistent with the 

provisions, policies and purposes of the 

Act and does not involve participation 

on a basis different from or less 

advantageous than that of other 

participants. Applicants therefore 

believe that the requested relief meets 

the standards of section 6(c) of the Act. 

Applicants’ Condition 

Applicants agree that any order 

granting the requested relief will be 

subject to the following condition: 

Each Fund relying on the order will 

comply with the provisions of rules 6c– 

10, 12b–1, 17d–3, 18f–3, 22d–1, and, 

where applicable, 11a–3 under the Act, 

as amended from time to time, as if 

those rules applied to closed-end 

management investment companies, 

and will comply with the NASD Sales 

Charge Rule, as amended from time to 

time, as if that rule applied to all closedend management investment 

companies. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Kevin M. O’Neill, 

Deputy Secretary. 

[FR Doc. 2014–29501 Filed 12–16–14; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–73813; File No. SR–BATS– 

2014–063] 

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. 

December 11, 2014. 

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 

1, 2014, BATS Exchange, Inc. (the 

‘‘Exchange’’ or ‘‘BATS’’) 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 Exchange. The 

Exchange has designated the proposed 

rule change as one establishing or 

changing a member due, fee, or other 

charge imposed by the Exchange under 

Section 19(b)(3)(A)(ii) of the Act 3 and 

Rule 19b–4(f)(2) thereunder,4 which 

renders the proposed rule change 

effective upon filing with the 

Commission. 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 the Substance 

of the Proposed Rule Change 

The Exchange filed a proposal to 

amend the fee schedule applicable to 

Members 5 and non-members of the 

Exchange pursuant to BATS Rules 

15.1(a) and (c). 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 

The Exchange proposes to modify its 

fee schedule effective immediately in 

order to adopt pricing for ROOC orders, 

to adopt pricing for orders that execute 

pursuant to Rule 11.24, titled ‘‘Opening 

Process for Non-BATS-Listed 

Securities,’’ to adjust the requirements 

to achieve Tier 3 of the Cross-Asset 

Step-Up Tiers, and to amend pricing for 

and add two additional tiers to the 

NBBO Setter program, as described 

below. 

ROOC 

The Exchange recently filed a rule 

change to adopt a new routing strategy, 

ROOC, which provides that orders 

entered on the Exchange may be 

designated for participation in the 

opening, re-opening (following a halt 

suspension or pause), or closing process 

(collectively, an ‘‘Auction’’) of a primary 

listing market other than the Exchange 

if received before the opening/remstockstill on DSK4VPTVN1PROD with NOTICES

75198 Federal Register / Vol. 79, No. 242 / Wednesday, December 17, 2014 / Notices 

6See Securities Exchange Act Release No. 73418 

[sic.] (October 23, 2014), 79 FR 64431 (October 29, 

2014) (SR–BATS–2014–052). 

7See Securities Exchange Act Release No. 73473 

(October 30, 2014), 79 FR 65744 (November 5, 2014) 

(SR–BATS–2014–037). 

8The Exchange notes that this proposed fee is 

$0.0005 less than the fee charged for executions in 

the opening process on EDGX. 

9 ‘‘Step-Up Add TCV’’ means ADAV as a 

percentage of TCV in January 2014 subtracted from 

current ADAV as a percentage of TCV. 

10 ‘‘Options Step-Up Add TCV’’ means ADAV as 

a percentage of TCV in January 2014 subtracted 

from current ADAV as a percentage of TCV, using 

the definitions of ADAV and TCV as provided 

under Options Pricing. 

11 ‘‘ADAV’’ means average daily added volume 

calculated as the number of shares added. 

12 ‘‘TCV’’ means total consolidated volume 

calculated as the volume reported by all exchanges 

and trade reporting facilities to a consolidated 

transaction reporting plan for the month for which 

the fees apply, excluding volume on any day that 

the Exchange experiences an Exchange System 

Disruption, on any day with a scheduled early 

market close and the Russell Reconstitution Day. 

13 15 U.S.C. 78f. 

14 15 U.S.C. 78f(b)(4) and (5). 

opening/closing time of such market.6

As such, the Exchange proposes to 

adopt pricing related to this new routing 

strategy: The Exchange is proposing to 

charge $0.0015 per share for ROOC 

orders routed and executed in the listing 

market’s opening or re-opening cross 

and charge $0.0010 per share for orders 

routed and executed in the listing 

market’s closing process. 

Opening Process 

The Exchange recently filed and the 

Commission approved a proposed rule 

change to adopt Rule 11.24, establishing 

an opening and re-opening process on 

the Exchange in non-BATS-listed 

securities (the ‘‘Opening Process’’).7 The 

Opening Process is substantially similar 

to the opening processes on EDGA 

Exchange, Inc. (‘‘EDGA’’) and EDGX 

Exchange, Inc. (‘‘EDGX’’). The Exchange 

proposes to adopt pricing for the new 

Opening Process such that any nonBATS-listed security that is executed in 

the Opening Process will be charged 

$0.0005 per share.8

Cross-Asset Step-Up Tiers 

Currently, a Member receives a 

$0.0032 rebate per share when they 

achieve Tier 3 of the Cross-Asset StepUp Tier, which requires that the 

Member’s Step-Up Add TCV 9 to be 

equal to or greater than 0.30% 

(‘‘Requirement One’’) and that the 

Member’s Options Step-Up Add TCV 10

is equal to or greater than 0.40% 

(‘‘Requirement Two’’). There is no 

minimum that a Member’s Step-Up Add 

TCV must meet in order to achieve 

Cross-Asset Step-Up Tiers 1 and 2. The 

Exchange is proposing to amend 

Requirement One in order to change the 

measurement from a Member’s Step-Up 

Add TCV to a Member’s ADAV 11 as a 

percentage of TCV 12 and to lower the 

threshold required to satisfy 

Requirement One from 0.30% to 0.20%. 

This means that a Member would fulfill 

Requirement One by achieving where 

the Member’s ADAV as a percentage of 

TCV is greater than 0.20%. This 

proposed change would make 

Requirement One significantly easier for 

Members to meet, not only because the 

numerical threshold has been lowered 

from 0.30% to 0.20%, but also because 

the entirety of a Member’s monthly 

ADAV would be included in the 

calculation (ADAV/TCV) instead of only 

including the increase in the Member’s 

ADAV as a percentage of TCV for the 

current month as compared to January 

2014, as is currently the case ([ADAV/ 

TCV]–[ADAV in January 2014/TCV in 

January 2014]). In coordination with 

lowering the threshold for Requirement 

One, the Exchange is also proposing to 

increase the threshold for meeting 

Requirement Two by requiring a 

Member’s Options Step-Up Add TCV to 

be equal to or greater than 0.60% 

instead of 0.40%. The Exchange 

believes that the combination of these 

two proposed changes will allow more 

Members to meet Requirement One, 

which will incentivize a greater number 

of Members to seek to meet Requirement 

Two, thereby enhancing liquidity on 

both the Exchange and the Exchange’s 

options platform (‘‘BATS Options’’) and 

providing more Members with the 

opportunity to receive enhanced 

rebates. 

NBBO Setter 

Currently, the Exchange only offers a 

single NBBO Setter rebate, which 

provides that an order that establishes a 

new NBBO receives an additional rebate 

of $0.0002 per share, and a single NBBO 

Joiner rebate, which provides that any 

order that joins the NBBO when BATS 

is not already at the NBBO receives an 

additional rebate of $0.0001 per share. 

The Exchange is proposing to add two 

additional tiers at which Members may 

receive additional rebates for setting the 

NBBO and to amend the rebate per 

share associated with both the current 

NBBO Setter rebate and the NBBO 

Joiner rebate. In conjunction with the 

addition of these two new tiers, the 

Exchange is proposing to add additional 

language to footnote one on the fee 

schedule in order to establish the 

definition of Setter Add TCV as 

meaning the average daily added 

volume calculated as the number of 

displayed shares added that establish a 

new NBBO as a percentage of TCV. 

First, the Exchange is proposing to 

add an NBBO Setter Tier 2 and NBBO 

Setter Tier 3, as well as changing the 

existing NBBO Setter rebate to NBBO 

Setter Tier 1. The Exchange is proposing 

that NBBO Setter Tier 2 shall state that 

any order that establishes a new NBBO 

and the Member’s Setter Add TCV is 

equal to or greater than 0.05% shall 

receive an additional rebate of $0.0002 

per share. The Exchange is also 

proposing that NBBO Setter Tier 3 shall 

state that any order establishing a new 

NBBO where such Member’s Setter Add 

TCV is equal to or greater than 0.10% 

shall receive an additional rebate of 

$0.0004 per share. Finally, the Exchange 

is proposing to change the rebate for 

NBBO Setter Tier 1 to $0.0001 per share 

and the NBBO Joiner rebate to $0.00005 

per share. 

The Exchange proposes to implement 

the amendments to its fee schedule 

effective immediately. 

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.13

Specifically, the Exchange believes that 

the proposed rule change is consistent 

with Sections 6(b)(4) of the Act and 

6(b)(5) of the Act,14 in that it provides 

for the equitable allocation of reasonable 

dues, fees and other charges among 

members and other persons using any 

facility or system which the Exchange 

operates or controls. The Exchange 

notes that it operates in a highly 

competitive market in which market 

participants can readily direct order 

flow to competing venues if they deem 

fee levels at a particular venue to be 

excessive. 

The Exchange believes that the 

proposed changes to the Exchange’s fee 

schedule to add fees for the ROOC 

routing strategy when routed and 

executed in the listing market’s Auction 

represent a reasonable and equitable 

allocation of fees because they are equal 

to or roughly equivalent to the fees that 

will be charged pursuant to the 

applicable exchange’s fee schedule for 

participation in an Auction. The 

Exchange further believes that the 

proposed fees for ROOC are nondiscriminatory because they apply 

uniformly to all Members and, again, 

because they approximate the fees at the 

away venue. 

mstockstill on DSK4VPTVN1PROD with NOTICES

Federal Register / Vol. 79, No. 242 / Wednesday, December 17, 2014 / Notices 75199 

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

16 17 CFR 240.19b–4(f)(2). 

The Exchange also believes that its 

proposed pricing for the Opening 

Process is reasonable and equitable 

because the Opening Process is 

generally analogous to the opening and 

halt auctions in BATS-listed securities 

(the ‘‘Opening Auctions’’) in that they 

both allow orders to queue for 

participation at the market open or to 

roll over into the continuous book and 

the proposed fees are equal to the 

standard fees applicable to orders that 

participate in the Opening Auctions. 

Further, the fee per share for 

participation in the Opening Process is 

$0.0005 less than the fee charged for 

executions in the opening process on 

EDGX. The Exchange also believes that 

the proposed fees for the Opening 

Process are non-discriminatory because 

they apply uniformly to all Members 

and, again, because they are equal to or 

less the fees charged at other venues for 

analogous executions. 

The Exchange also believes that its 

proposed additional tiers and associated 

rebates to the NBBO Setter are 

reasonable and equitable because the 

tiers based on Setter Add TCV is 

intended to reward those Members that 

[sic.] and incentivize other Members to 

add a larger amount of volume that sets 

the NBBO on the Exchange by providing 

additional rebates of $0.0002 and 

$0.0004 per share for Members that have 

a Setter Add TCV of 0.05% and 0.10%, 

respectively. Further, the Exchange 

believes that the new NBBO Setter tiers 

are reasonable and equitable because 

they incentivize and reward Members 

for posting liquidity that sets the NBBO 

on the Exchange, which is consistent 

with the overall goals of enhancing 

market quality on the Exchange. The 

Exchange also believes that the 

proposed rebates associated with these 

tiers are non-discriminatory in that they 

are equally available to all Members 

and, again, because they are consistent 

with the goal of enhancing market 

quality on the Exchange. 

Similarly, the Exchange believes that 

the reductions to the NBBO Setter Tier 

1 and NBBO Joiner rebates are 

reasonable and equitable because, while 

they mark reductions to the standard 

additional rebates, Members have the 

opportunity to receive equal or greater 

rebates through the addition of NBBO 

Setter Tier 2, which allows Members to 

receive the old NBBO Setter Tier 1 

rebate ($0.0002) if they achieve a 

modest Setter Add TCV (0.05%), and 

the addition of NBBO Setter Tier 3, 

which allows Members to potentially 

receive $0.0004 per share where the 

Member achieves NBBO Setter Tier 3 

(0.10% Setter Add TCV). Further, 

because the Exchange is lowering the 

NBBO Setter Tier 1 rebate to $0.0001 

per share, it follows that the NBBO 

Joiner rebate should be reduced to an 

amount less than $0.0001 because 

NBBO Joiner liquidity is providing less 

value to the broader market and the 

Exchange by only joining the already 

established NBBO than an order that 

sets the NBBO for the entire market. The 

Exchange believes that such proposed 

fee changes for NBBO Setter Tier 1 and 

NBBO Joiner are non-discriminatory 

because they will apply uniformly to all 

Members and all Members will still 

have the opportunity to achieve the 

higher rebates by achieving the 

requirements to meet NBBO Setter Tiers 

2 and 3. 

Finally, the Exchange believes that 

the proposed changes to the Cross-Asset 

Step-Up Tier 3 are reasonable and 

equitable because the threshold for 

achieving Requirement One is being 

significantly reduced by: (i) Adjusting 

the calculation to include only ADAV as 

a percentage of TCV from the current 

month instead of ADAV as a percentage 

of TCV from the current month minus 

ADAV as a percentage of TCV in 

January of 2014; and (ii) by reducing the 

required percentage from 0.30% to 

0.20%, both of which combined will 

make it easier for Members to satisfy 

Requirement One. While the proposed 

changes in Requirement Two to the 

Options Step-Up TCV threshold will 

mark an increase in the Options StepUp TCV necessary to satisfy 

Requirement Two, the Exchange 

believes that this proposal is reasonable 

and equitable when evaluated in 

conjunction with the relaxation of 

Requirement One. Specifically, the 

Exchange believes that the relaxation of 

Requirement One will generally make 

Tier 3 more attainable to more Members 

and will incentivize Members that 

otherwise would not have been eligible 

for Tier 3 to add more liquidity to both 

the Exchange and BATS Options, 

thereby improving market quality on 

both markets. The Exchange believes 

that these proposed amendments to 

Cross-Asset Step-Up Tier 3 are nondiscriminatory in that they apply 

uniformly to all Members. 

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. 

To the contrary, the Exchange believes 

that the proposed changes will allow the 

Exchange to compete more ably with 

other execution venues by providing 

additional competitive services (ROOC, 

Opening Process) at competitive prices 

as well as to amend its fee schedule to 

increase the market quality in securities 

traded on the Exchange, thereby making 

it a more desirable destination venue for 

its customers. Also, because the market 

for order execution is extremely 

competitive, Members may readily opt 

to disfavor the Exchange’s routing 

services if they believe that alternatives 

offer them better value. For orders 

routed through ROOC, the proposed fees 

approximate the cost to the Exchange of 

executing the orders on away trading 

venues. As stated above, the Exchange 

notes that it operates in a highly 

competitive market in which market 

participants can readily direct order 

flow to competing venues if the deem 

fee structures to be unreasonable or 

excessive. 

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 15 and paragraph (f)(2) of Rule 

19b–4 thereunder.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 

mstockstill on DSK4VPTVN1PROD with NOTICES

75200 Federal Register / Vol. 79, No. 242 / Wednesday, December 17, 2014 / Notices 

17 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. 34– 

73553 (Nov. 6, 2014), 79 FR 67491 (Nov. 13, 2014) 

(SR–NYSE–2014–40) (‘‘NYSE BQT Approval 

Order’’). 

4These data feeds are offered pursuant to 

preexisting and effective rules and fees filed with 

the Securities and Exchange Commission 

(‘‘Commission’’). This filing does not affect those 

rules or the fees associated with these underlying 

data feeds or the ability for the Exchange, NYSE 

Arca, or NYSE MKT to amend the data feeds or fees 

associated with those data feeds pursuant to a 

separate rule filing. For NYSE Trades, see Securities 

Exchange Act Release Nos. 59290 (Jan. 23, 2009), 

74 FR 5707 (Jan. 30, 2009) (SR–NYSE–2009–05) and 

59606 (Mar. 19, 2009), 74 FR 13293 (Mar. 26, 2009) 

(SR–NYSE–2009–04). For NYSE BBO, see Securities 

Exchange Act Release No. 62181 (May 26, 2010), 75 

FR 31488 (June 3, 2010) (SR–NYSE–2010–30). For 

NYSE Arca Trades, see Securities Exchange Act 

Release Nos. 59289 (Jan. 23, 2009), 74 FR 5711 (Jan. 

30, 2009) (SR–NYSEArca–2009–06) and 59598 

(Mar. 18, 2009), 74 FR 12919 (Mar. 25, 2009) (SR– 

NYSEArca–2009–05). For NYSE Arca BBO, see 

Securities Exchange Act Release No. 62188 (May 

27, 2010), 75 FR 31484 (June 3, 2010) (SR– 

NYSEArca–2010–23). For NYSE MKT Trades and 

NYSE MKT BBO, see Securities Exchange Act 

Release No. 62187 (May 27, 2010), 75 FR 31500 

(June 3, 2010) (SR–NYSEAmex–2010–35). 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

BATS–2014–063 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–2014–063. 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 

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–BATS– 

2014–063 and should be submitted on 

or before January 7, 2015. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.17

Kevin M. O’Neill, 

Deputy Secretary. 

[FR Doc. 2014–29492 Filed 12–16–14; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–73816; File No. SR–NYSE– 

2014–64] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change Proposes To 

Establish an Access Fee for the NYSE 

Best Quote & Trades Data Feed, 

Operative on December 1, 2014 

December 11, 2014. 

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 November 

26, 2014, New York Stock Exchange 

LLC (‘‘NYSE’’ or the ‘‘Exchange’’) 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 Exchange. 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 establish 

an access fee for the NYSE Best Quote 

& Trades (‘‘NYSE BQT’’) data feed, 

operative on December 1, 2014. 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 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to establish 

an access fee for the NYSE BQT data 

feed, effective December 1, 2014. The 

proposed fee for NYSE BQT would be 

$1,000 a month, provided that the 

market data recipient separately 

subscribes to and pays for the six 

existing market data products 

underlying the NYSE BQT data feed, 

consistent with the existing fee 

structures for those market data 

products. 

The NYSE BQT data feed provides 

best bid and offer (‘‘BBO’’) and last sale 

information for the Exchange and its 

affiliates, NYSE Arca Equities, Inc. 

(‘‘NYSE Arca’’) and NYSE MKT LLC 

(‘‘NYSE MKT’’).3 Specifically, the NYSE 

BQT data feed consists of certain data 

elements from six market data feeds— 

NYSE Trades, NYSE BBO, NYSE Arca 

Trades, NYSE Arca BBO, NYSE MKT 

Trades, and NYSE MKT BBO.4 The 

NYSE BQT data feed has three channels: 

one channel for the last sale data (the 

‘‘last sale channel’’), another channel for 

the BBO data (the ‘‘best quotes 

channel’’), and a third channel for 

consolidated volume data (the 

‘‘consolidated volume channel’’). 

The Exchange, NYSE Arca, and NYSE 

MKT are the exclusive distributors of 

the six BBO and Trades feeds from 

which certain data elements are taken to 

create the NYSE BQT. By contrast, the 

Exchange would not be the exclusive 

distributor of the aggregated and 

consolidated information that comprises 

the NYSE BQT data feed. Any entity 

that receives, or elects to receive, the six 

underlying data feeds would be able, if 

it so chooses, to create a data feed with 

the same information included in NYSE 

BQT and sell and distribute it to its 

clients so that it could be received by 

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