1546 Federal Register / Vol. 80, No. 7 / Monday, January 12, 2015 / Notices 

15 17 CFR 200.30–3(a)(12). 

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

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

4Tier 1 are ETP Holders and Market Makers that 

provide liquidity an average daily volume (‘‘ADV’’) 

per month of 0.70% or more of the US consolidated 

ADV (‘‘CADV’’) or provide liquidity an average 

daily share volume per month of 0.15% or more of 

the US CADV and are affiliated with an OTP Holder 

or OTP Firm that provides an ADV of electronic 

posted executions (including all account types) in 

Penny Pilot issues on NYSE Arca Options 

(excluding mini options) of at least 100,000 

contracts, of which at least 25,000 contracts must 

be for the account of a market maker. 

5Tier 2 are ETP Holders and Market Makers that 

provide liquidity an average daily share volume per 

month of 0.30% or more, but less than 0.70% of the 

US CADV. 

6MPL Order is defined in Rule 7.31(h)(5) as a 

Passive Liquidity Order priced at the midpoint of 

the PBBO. Rule 7.31(h)(4) defines a Passive 

Liquidity Order as an order to buy or sell a stated 

amount of a security at a specified, undisplayed 

price. 

Commission summarily may 

temporarily suspend such rule change if 

it appears to the Commission that such 

action is: (i) Necessary or appropriate in 

the public interest; (ii) for the protection 

of investors; or (iii) 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– 

Phlx–2014–79 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–Phlx–2014–79. 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–Phlx– 

2014–79, and should be submitted on or 

before February 2, 2015. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.15

Brent J. Fields, 

Secretary. 

[FR Doc. 2015–00220 Filed 1–9–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–73992; File No. SR– 

NYSEARCA–2014–142] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change Amending Its Schedule of 

Fees and Charges for Exchange 

Services To Eliminate Transaction 

Fees for Midpoint Passive Liquidity 

Orders That Remove Liquidity From 

the Exchange and That Are Designated 

as ‘‘Retail’’ but Which Are Not 

Executed in the Retail Liquidity 

Program 

January 6, 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 December 

22, 2014, NYSE Arca, Inc. (the 

‘‘Exchange’’ or ‘‘NYSE Arca’’) filed with 

the Securities and Exchange 

Commission (the ‘‘Commission’’) the 

proposed rule change as described in 

Items I, II, and III below, which Items 

have been prepared by the selfregulatory organization. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to amend its 

Schedule of Fees and Charges for 

Exchange Services (‘‘Fee Schedule’’) to 

eliminate transaction fees for Midpoint 

Passive Liquidity (‘‘MPL’’) orders that 

remove liquidity from the Exchange and 

that are designated as ‘‘retail’’ but which 

are not executed in the Retail Liquidity 

Program. The Exchange proposes to 

implement the fee change effective 

January 2, 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 

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 eliminate transaction 

fees for MPL orders that remove 

liquidity from the Exchange and that are 

designated as ‘‘retail’’ orders, but which 

are not executed in the Retail Liquidity 

Program. The Exchange proposes to 

implement the fee change effective 

January 2, 2015. 

For securities priced $1.00 or greater, 

the Exchange currently charges 

qualifying ETP Holders and Market 

Makers in Tier 1 4 and Tier 2 5 a fee of 

$0.0030 per share for MPL orders 6 in 

Tape A, B and C securities that remove 

liquidity from the NYSE Arca Book. 

Similarly, the current basic rate, which 

is applicable when tier rates do not 

apply, is $0.0030 per share for MPL 

orders in Tape A, B and C securities that 

remove liquidity from the NYSE Arca 

Book. The Exchange proposes to 

eliminate the fee for MPL orders that 


tkelley on DSK3SPTVN1PROD with NOTICES
Federal Register / Vol. 80, No. 7 / Monday, January 12, 2015 / Notices 1547 

7The Retail Liquidity Program is a pilot program 

designed to attract additional retail order flow to 

the Exchange for NYSE Arca-listed securities and 

securities traded pursuant to unlisted trading 

privileges (‘‘UTP Securities’’) while also providing 

the potential for price improvement to such order 

flow. See Rule 7.44. See Securities Exchange Act 

Release No. 71176 (December 23, 2013), 78 FR 

79524 (December 30, 2013) (SR–NYSEArca–2013– 

107). 

8 ‘‘RMO’’ is defined in Rule 7.44(a)(2) as an ETP 

Holder that is approved by the Exchange to submit 

Retail Orders. However, an order designated as a 

Retail Order of an RMO for purposes of the Retail 

Liquidity Program is separate from the designation 

of an order as a Retail Order for purposes of existing 

pricing tiers in the Fee Schedule. See Securities 

Exchange Act Release No. 71722 (March 13, 2014), 

78 [sic] FR 15376 (March 19, 2014) (SR–NYSEArca– 

2014–22) (‘‘Arca Retail Approval Order’’) [sic]. The 

proposed rule change solely concerns Retail Orders 

outside the Retail Liquidity Program. 

9See, e.g., Securities Exchange Act Release No. 

68322 (November 29, 2012), 77 FR 72425 

(December 5, 2012) (SR–NYSEArca–2012–129). ETP 

Holders designating orders as Retail Orders by 

using a tag in the order entry message will be 

required to have written policies and procedures 

reasonably designed to assure that it will only 

designate orders as Retail Orders if all requirements 

of a Retail Order are met. The written policies and 

procedures must require the ETP Holder to (i) 

exercise due diligence before entering a Retail 

Order to assure that entry as a Retail Order is in 

compliance with the requirements specified by the 

Exchange, and (ii) monitor whether orders entered 

as Retail Orders meet the applicable requirements. 

If the ETP Holder represents Retail Orders from 

another broker-dealer customer, the ETP Holder’s 

supervisory procedures must be reasonably 

designed to assure that the orders it receives from 

such broker-dealer customer that it designates as 

Retail Orders meet the definition of a Retail Order. 

The ETP Holder must (i) obtain an annual written 

representation, in a form acceptable to the 

Exchange, from each broker-dealer customer that 

sends it orders to be designated as Retail Orders 

that entry of such orders as Retail Orders will be 

in compliance with the requirements specified by 

the Exchange, and (ii) monitor whether its brokerdealer customer’s Retail Order flow continues to 

meet the applicable requirements. See id. 

10 15 U.S.C. 78f(b). 

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

12See Securities Exchange Act Release No. 71722 

(March 13, 2014), 78 [sic] FR 15376 (March 19, 

2014) (SR–NYSEArca–2014–22); see also Securities 

Exchange Act Release No. 34–73702 (Nov. 28, 

2014), 79 FR 72049, 72051 (Dec. 4, 2014) (order 

approving NASDAQ OMX BX Retail Price 

Improvement Program and noting that most 

marketable retail order flow is executed in the overthe-counter markets, pursuant to bilateral 

agreements, without ever reaching a public 

exchange) (‘‘BX Retail Approval Order’’). 

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

remove liquidity from the NYSE Arca 

Book that are designated as retail orders 

and that meet the requirements of Rule 

7.44(a)(3), but which are not executed in 

the Retail Liquidity Program 7 (‘‘Retail 

Orders’’). 

To be eligible to for the proposed 

pricing for MPL orders, an MPL order 

would need to meet the requirements of 

Rule 7.44(a)(3). Rule 7.44(a)(3) defines a 

retail order as an agency order or a 

riskless principal order that meets the 

criteria of Financial Industry Regulatory 

Authority, Inc. Rule 5320.03 that 

originates from a natural person and is 

submitted to the Exchange by a Retail 

Member Organization (‘‘RMO’’),8

provided that no change is made to the 

terms of the order with respect to price 

or side of market and the order does not 

originate from a trading algorithm or 

any other computerized methodology. 

An ETP Holder may designate an order 

a Retail Order either (1) by designating 

certain order entry ports at the Exchange 

as ‘‘Retail Order Ports’’ and attesting, in 

a form and/or manner prescribed by the 

Exchange, that all orders submitted to 

the Exchange via such Retail Order 

Ports are Retail Orders; or (2) by means 

of a specific tag in the order entry 

message.9

The Exchange proposes to define the 

term ‘‘Retail Orders’’ separately in the 

Fee Schedule to distinguish the pricing 

applicable to orders designated as retail 

that are eligible for this proposed 

change, the existing Retail Order Tier 

and the existing Retail Orders that 

provide liquidity to the Book from the 

pricing applicable to executions of 

orders designated as retail in the Retail 

Liquidity Program, which are referred to 

in the Fee Schedule as ‘‘RMO Retail 

Orders’’ and are covered in the section 

of the Fee Schedule entitled ‘‘Fees and 

Credits Applicable to Executions in the 

Retail Liquidity Program.’’ As noted 

above, the Exchange proposes to define 

the term ‘‘Retail Order’’ in an earlier 

point of the Fee Schedule, thereby 

obviating the second definition 

currently in the Retail Order Tier 

section of the Fee Schedule. 

Accordingly, Exchange proposes to 

delete the phrase ‘‘as defined in Rule 

7.44(a)(3)’’ in the Retail Order Tier. 

The Exchange proposes to retain the 

fees for MPL orders that remove 

liquidity from the Exchange but that are 

not designated as Retail Orders at the 

current rates. The proposed amended 

Fee Schedule would distinguish 

between MPL orders that remove 

liquidity and that are designated Retail 

Orders, which would not be charged a 

fee, from MPL orders that remove 

liquidity and that are not designated 

Retail Orders, and which would 

continue to be charged the existing fee 

for MPL Orders that take liquidity. 

The Exchange also proposes to add 

explanatory material to footnote 2 of the 

Fee Schedule that orders with specific 

rates (e.g., MPL, Tracking Orders, 

Passive Liquidity Orders, Retail Orders 

that provide liquidity to the Book, Retail 

Price Improvement Orders, and RMO 

Retail Orders) may be used to qualify for 

volume thresholds but are not eligible 

for tiered rates. 

The proposed change is not otherwise 

intended to address any other issues, 

and the Exchange is not aware of any 

problems 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,10 in general, and 

furthers the objectives of Sections 

6(b)(4) and 6(b)(5) of the Act,11 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 removing 

a fee for MPL orders that remove 

liquidity from the Exchange and that are 

designated Retail Orders is reasonable 

because it will encourage the 

submission of orders that meet the 

requirements to be designated as 

‘‘retail’’ to the Exchange, thus enhancing 

order execution opportunities for all 

participants, but specifically retail 

investors. Moreover, the Exchange 

believes that markets and price 

discovery optimally function through 

the interactions of diverse flow types, 

and also believes that growth in 

internalization has required 

differentiation of retail order flow from 

other order flow types. As the Exchange 

has previously noted, a significant 

percentage of the orders of individual 

investors are executed over-thecounter.12 The Exchange accordingly 

further believes that the proposed 

change is reasonable because it would 

contribute to maintaining or increasing 

the proportion of retail flow in 

Exchange-listed securities that are 

executed on a registered national 

securities exchange, rather than 

executing in off-exchange venues. The 

Exchange further believes that defining 

the term ‘‘Retail Orders’’ separately from 

the term ‘‘RMO Retail Orders’’ would 

provide transparency in the Fee 

Schedule concerning which pricing is 

applicable to which orders designated 

as retail, and specifically, that the 

proposed pricing change for MPL orders 

is only applicable to orders designated 

as ‘‘retail’’ that are not executed as part 

of the Retail Liquidity Program. 

Finally, the Exchange notes that while 

the proposed price change would treat 

retail order flow differently from order 

flow submitted by other market 

participants, such segmentation would 

not be inconsistent with Section 6(b)(5) 

of the Act,13 which requires that the 


tkelley on DSK3SPTVN1PROD with NOTICES
1548 Federal Register / Vol. 80, No. 7 / Monday, January 12, 2015 / Notices 

14See BX Retail Approval Order at 72051. 

15 Id. 

16See, e.g., Arca Retail Approval Order at 79528. 

The Exchange notes that other markets offer 

separate non-tier and tiered pricing for retail orders, 

see NASDAQ Price List, available at http://

nasdaqtrader.com/

Trader.aspx?id=PriceListTrading2, and EDGX 

Exchange Fee Schedule, available at http://

www.directedge.com/trading/

EDGXFeeSchedule.aspx, as well as retail price 

improvement pricing for ‘‘Retail Orders’’ that 

remove displayed liquidity or mid-point peg 

liquidity. See BATS BYX Exchange Fee Schedule, 

available at http://cdn.batstrading.com/resources/

regulation/rule_book/BATS-Exchanges_Fee_

Schedules.pdf [sic]. 

17 15 U.S.C. 78f(b)(8). 

18See Securities Exchange Act Release Nos. 

70860 (November 13, 2013), 78 FR 69512 

(November 19, 2013) (SR–NASDAQ–2013–138). 

19 15 U.S.C. 78s(b)(3)(A). 

20 17 CFR 240.19b–4(f)(2). 

21 15 U.S.C. 78s(b)(2)(B). 

rules of an exchange are not designed to 

permit unfair discrimination. The 

Commission has previously recognized 

that the markets generally distinguish 

between retail investors, whose orders 

are considered desirable by liquidity 

providers because such retail investors 

are presumed on average to be less 

informed about short-term price 

movements, and professional traders, 

whose orders are presumed on average 

to be more informed.14 The Commission 

has further recognized that, because of 

this distinction, liquidity providers are 

generally inclined to offer price 

improvement to less informed retail 

orders than to more informed 

professional orders.15 The Exchange 

believes that the differentiation 

proposed herein is not designed to 

permit unfair discrimination, but 

instead is reasonably designed to attract 

retail flow to the Exchange, while 

helping to ensure that retail investors 

benefit from the better price that 

liquidity providers are willing to give 

their orders. The Exchange believes that 

the proposed increase of retail order 

flow to the Exchange might also create 

a desirable opportunity for institutional 

investors to interact with retail order 

flow that they are not able to reach 

currently. The Exchange therefore 

believes that the proposed change 

would further promote a competitive 

process around retail executions such 

that retail investors would receive better 

prices than they currently do through 

bilateral internalization arrangements. 

The Exchange believes that the 

transparency and competitiveness of the 

proposed rule change on an exchange 

market would result in better prices for 

retail investors.16 The proposed change 

is also equitable and not unfairly 

discriminatory because it would 

contribute to investors’ confidence in 

the fairness of their transactions and 

because it would benefit all investors by 

increasing the liquidity pool and 

potential for price-improving executions 

at the Exchange. 

The proposed change is also equitable 

and not unfairly discriminatory because 

the ability to designate MPL orders as 

Retail Orders is available equally to all 

similarly situated ETP Holders that 

submit qualifying orders and satisfy the 

other related, existing requirements. 

The Exchange believes that it is 

subject to significant competitive forces, 

as described below in the Exchange’s 

statement regarding the burden on 

competition. 

For the foregoing 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,17 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. Instead, the 

Exchange believes that the proposed 

change would increase competition 

among execution venues and encourage 

additional execution opportunities on 

the Exchange. For the same reasons, the 

proposed change also would not impose 

any burden on competition among 

market participants. The Exchange 

believes that while it is the first to offer 

designated Retail Orders the ability to 

take at the mid-point for free through 

MPL orders, providing significant price 

improvement, the proposed change also 

permits the Exchange to compete with 

other markets, including NASDAQ, 

which does not charge but provides a 

credit for designated Retail Orders that 

take liquidity in Retail Liquidity 

Provider programs,18 as well as overthe-counter trading that offers mid-point 

executions at low fees. 

Finally, 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 or rebate opportunities 

available at other venues to be more 

favorable. In such an environment, the 

Exchange must continually adjust its 

fees and rebates 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 and credits 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 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 foregoing rule change is effective 

upon filing pursuant to Section 

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

subparagraph (f)(2) of Rule 19b–4 20

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) 21 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–2014–142 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. 


tkelley on DSK3SPTVN1PROD with NOTICES
Federal Register / Vol. 80, No. 7 / Monday, January 12, 2015 / Notices 1549 

22 17 CFR 200.30–3(a)(12). 

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

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

4See Securities Exchange Act Release Nos. 59544 

(Mar. 9, 2009), 74 FR 11162 (Mar. 16, 2009) (SR– 

NYSE–2008–131) and 62038 (May 5, 2010), 75 FR 

26825 (May 12, 2010) (SR–NYSE–2010–22). 

5See Securities Exchange Act Release No. 62188 

(May 27, 2010), 75 FR 70311 (Nov. 17, 2010 (SR– 

NYSEArca–2010–23) (‘‘Unit-of-Count Policy 

filing’’). 

6See Securities Exchange Act Release Nos. 69315 

(Apr. 5, 2013), 78 FR 21668 (Apr. 11, 2013) (SR– 

NYSEArca–2013–37) (‘‘2013 Non-Display Filing’’) 

and 73011 (Sept. 5, 2014), 79 FR 54315 (Sept. 11, 

2014) (SR–NYSEArca–2014–93). Existing customers 

approved for the Unit-of-Count Policy for display 

usage have continued to follow the Policy in 

anticipation of new display fees being 

implemented. 

All submissions should refer to File 

Number SR–NYSEARCA–2014–142. 

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 20549–1090, on official 

business days between the hours of 

10:00 a.m. and 3:00 p.m. Copies of the 

filing will also be available for 

inspection and copying at the NYSE’s 

principal office and on its Internet Web 

site at www.nyse.com. All comments 

received will be posted without change; 

the Commission does not edit personal 

identifying information from 

submissions. You should submit only 

information that you wish to make 

available publicly. All submissions 

should refer to File Number SR– 

NYSEARCA–2014–142 and should be 

submitted on or before February 2, 2015. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.22

Brent J. Fields, 

Secretary. 

[FR Doc. 2015–00211 Filed 1–9–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–73998; File No. SR– 

NYSEARCA–2014–148] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change Amending the Fees for 

NYSE Arca BBO and NYSE Arca 

Trades 

January 6, 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 December 

24, 2014, NYSE Arca, Inc. (the 

‘‘Exchange’’ or ‘‘NYSE Arca’’) filed with 

the Securities and Exchange 

Commission (the ‘‘Commission’’) the 

proposed rule change as described in 

Items I, II, and III below, which Items 

have been prepared by the selfregulatory organization. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to amend the 

fees for NYSE Arca BBO and NYSE Arca 

Trades to: (1) Change the way the user 

fee is calculated and applied, operative 

on January 1, 2015; and (2) establish 

eligibility requirements for 

redistribution on a managed nondisplay basis and an access fee for 

managed non-display data recipients, 

operative on January 1, 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 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

self-regulatory organization included 

statements concerning the purpose of, 

and basis for, the proposed rule change 

and discussed any comments it received 

on the proposed rule change. The text 

of those statements may be examined at 

the places specified in Item IV below. 

The Exchange has prepared summaries, 

set forth in sections A, B, and C below, 

of the most significant parts of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and the 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to amend the 

fees for NYSE Arca BBO and NYSE Arca 

Trades data feeds, as set forth on the 

NYSE Arca Equities Proprietary Market 

Data Fee Schedule (‘‘Fee Schedule’’), as 

follows: 

• To change the way the user fees are 

calculated and applied by eliminating 

the unit-of-count policy, operative on 

January 1, 2015; and 

• To establish eligibility requirements 

for redistribution of market data on a 

Managed Non-Display basis and 

establish an access fee for Managed 

Non-Display data recipients, operative 

on January 1, 2015. 

Changes to the Method of Calculating 

and Applying User Fees 

For display use of the NYSE Arca 

BBO and NYSE Arca Trades data feeds, 

the Fee Schedule sets forth a 

Professional User Fee of $4 per month 

or a Non-Professional User Fee of $0.25 

per month. These user fees generally 

apply to each display device that has 

access to NYSE Arca BBO or NYSE Arca 

Trades. 

Vendors and subscribers that are 

eligible for the Unit-of-Count Policy 

may avail themselves of an alternative 

method for counting how many user 

fees should be charged for display use 

of the NYSE Arca BBO and Trades data 

feeds. The Unit-of-Count Policy was 

first introduced by the Exchange’s 

affiliate, New York Stock Exchange LLC 

(‘‘NYSE’’), as a pilot in 2009 for its 

NYSE OpenBook data feed 4 and is 

available for NYSE Arca BBO and NYSE 

Arca Trades.5 Since April 2013, the 

Unit-of-Count Policy has applied only to 

user fees associated with display usage.6

The effect of the Unit-of-Count Policy 

for these subscribers is that a single user 

fee applies to individual users that 

receive multiple display device services, 

i.e., multiple devices displaying NYSE 

Arca BBO or NYSE Arca Trades, 

referred to as ‘‘netting.’’ The Exchange 

proposes to retire the Unit-of-Count 

Policy effective January 1, 2015. As a 

result, as of January 1, 2015, subscribers 

that are currently eligible for ‘‘netting’’ 

under the Unit-of-Count Policy would 

pay the user fee for each display device 

that has access to NYSE Arca BBO or 

NYSE Arca Trades, even if a single user 

is receiving NYSE Arca BBO or NYSE 

Arca Trades over multiple devices, as 

well as all other applicable fees set forth 

on the Fee Schedule. 


tkelley on DSK3SPTVN1PROD with NOTICES