Federal Register / Vol. 82, No. 159 / Friday, August 18, 2017 / Notices 39469 

20 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. 

4On July 24, 2017, the Exchange’s affiliate, NYSE 

MKT LLC, transitioned to the Pillar trading 

platform and has been renamed NYSE American 

LLC. See Securities Exchange Act Release Nos. 

79242 (November 4, 2016), 81 FR 79081 (November 

10, 2016) (SR–NYSEMKT–2016–97); 79400 

(November 25, 2016), 81 FR 86750 (December 1, 

2016) (SR–NYSEMKT–2016–103); 80283 (March 21, 

2017), 82 FR 15244 (March 27, 2017) (SR– 

NYSEMKT–2017–14); and 80748 (May 23, 2017), 82 

FR 24764 (May 30, 2017) (SR–NYSEMKT–2017–20). 

5The Exchange originally filed to amend the Fee 

Schedule on July 24, 2017 (SR–NYSEArca-2017–81) 

and withdrew such filing on August 4, 2017. 

6See Securities Exchange Act Release No. 81228 

(July 27, 2017), 82 FR 36012 (August 2, 2017) (SR– 

NYSEMKT–2017–43) (the ‘‘NYSE American Fee 

Filing’’). 

7A PO order is a Market or Limit Order that on 

arrival is routed directly to the primary listing 

market without being assigned a working time or 

interacting with interest on the NYSE Arca Book. 

See Rule 7.31(f)(1). 

8The Exchange transitioned to the Pillar trading 

platform in 2016 and on Pillar, the PO+ modifier 

in the Exchange’s rules was replaced with the 

Primary Only Day/IOC Order, which is a Primary 

Only Order designated Day or IOC, as provided in 

current Rule 7.31(f)(1(B). See Securities Exchange 

Act Release No. 76267 (October 26, 2015), 80 FR 

66951 (October 30, 2015) (SR–NYSEArca-2015–56). 

A Primary Only Order designated Day functions 

similar to what was a PO+ Order. Therefore, to 

promote clarity to the Fee Schedule and avoid any 

confusion, the Exchange proposes to remove 

reference to PO+ Orders from the Fee Schedule. 

9The Exchange notes that orders that are routed 

to NYSE American will be displayed on that 

exchange. PO Orders do not provide ETP Holders 

the ability to add non-displayed liquidity to away 

markets. 

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–BOX– 

2017–27 and should be submitted on or 

before September 8, 2017. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.20

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2017–17436 Filed 8–17–17; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–81392; File No. SR– 

NYSEARCA–2017–89] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change To Amend the NYSE Arca 

Equities Schedule of Fees and 

Charges for Exchange Services To 

Modify the Fees and Credits for 

Routing Certain Orders to NYSE 

American LLC 

August 14, 2017. 

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 August 

4, 2017, 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 

NYSE Arca Equities Schedule of Fees 

and Charges for Exchange Services 

(‘‘Fee Schedule’’) to modify the fees and 

credits for routing certain orders to 

NYSE American LLC (‘‘NYSE 

American’’).4 The Exchange also 

proposes to make non-substantive 

changes to the Fee Schedule in 

connection with the name change of its 

affiliate NYSE MKT LLC to NYSE 

American LLC. The Exchange proposes 

to implement the changes effective 

August 4, 2017.5 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 

Fee Schedule to modify the fees and 

credits for routing certain orders to the 

NYSE American. The Exchange also 

proposes to make non-substantive 

changes to the Fee Schedule in 

connection with the name change of its 

affiliate NYSE MKT LLC to NYSE 

American LLC. 

In a recent rule filing, NYSE 

American proposed to modify its fee 

schedule for equities transactions, 

including changes to the rates for 

providing liquidity and for executions 

that occur in the opening and closing 

auction.6 The Exchange’s current credits 

for routing orders to NYSE American are 

closely related to the NYSE American’s 

rates, including the rates for providing 

liquidity, and the Exchange is proposing 

an adjustment to its rates to remain 

competitive with the rates of NYSE 

American. Specifically, for Tier 1 and 

Tier 2 PO 7 and PO+ 8 Orders, the 

Exchange currently provides a credit of 

$0.0016 per share for orders that are 

routed to NYSE American that provide 

liquidity to the NYSE American order 

book, which is equal to the NYSE 

American rebate for execution of 

customer orders that add liquidity to 

NYSE American. 

A PO Order is designed to route to the 

primary listing market of the security 

underlying the order (i.e., NYSE, 

NASDAQ, etc.) immediately upon 

arrival and the order therefore does not 

rest on the Exchange’s order book. 

Because such orders do not rest on the 

Exchange’s book, the Exchange charges 

fees or provides credits for those orders 

based on the fees or credits of the 

destination primary listing market, 

which are the fees and credits that the 

Exchange is charged by the primary 

listing market that receives the order. In 

the NYSE American Fee Filing, NYSE 

American proposed to not charge a fee 

or provide a credit for executions of 

displayed orders that provide liquidity 

on that exchange.9 Accordingly, the 

Exchange is proposing to amend the 

rates for routing Tier 1 and Tier 2 PO 

Orders to NYSE American to reflect the 

rates proposed by NYSE American. As 

proposed, there will be no credit for 

such orders routed to NYSE American 

that provide liquidity to the NYSE 

American book. 

The Exchange proposes to make 

corresponding changes to the Basic Rate 

pricing section of the Fee Schedule. 

Additionally, in the NYSE American 

Fee Filing, NYSE American proposed to 

charge a fee of $0.0005 per share for 

executions at the open or close. 

mstockstill on DSK30JT082PROD with NOTICES

39470 Federal Register / Vol. 82, No. 159 / Friday, August 18, 2017 / Notices 

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

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

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

13 15 U.S.C. 78f(b)(1). 

14 15 U.S.C. 78f(b)(8). 

15See supra note 6. 

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

17 17 CFR 240.19b–4(f)(2). 

18 15 U.S.C. 78s(b)(2)(B). 

Accordingly, the Exchange proposes to 

amend the Fee Schedule to lower the 

Tier 1, Tier 2 and Basic Rate fee for PO 

Orders in Tape B securities that are 

routed to NYSE American that execute 

in the opening or closing auction, from 

$0.00085 per share to $0.0005 per share. 

As noted above, the Exchange’s 

affiliate, NYSE MKT LLC, has been 

renamed NYSE American LLC. 

Accordingly, in the Fee Schedule, under 

‘‘NYSE Arca Marketplace: Trade Related 

Fees and Credits,’’ under ‘‘Round Lots 

and Odd Lots (Per Share Price $1.00 or 

Above), and ‘‘Co-location Fees,’’ in 

General Notes 1 and 4, the Exchange 

proposes to change references to ‘‘NYSE 

MKT Book’’ to ‘‘NYSE American Book’’; 

‘‘NYSE MKT’’ to ‘‘NYSE American’’; 

‘‘NYSE MKT LLC’’ to ‘‘NYSE American 

LLC’’; and ‘‘NYSE Amex Options’’ to 

‘‘NYSE American Options.’’ None of the 

foregoing changes are substantive. 

The proposed changes are not 

otherwise intended to address any other 

issues, and the Exchange is not aware of 

any problems that ETP Holders would 

have in complying with the proposed 

changes. 

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 (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 the 

proposed changes to routing credits for 

PO Orders that provide liquidity to 

NYSE American and routing fees for 

such orders that execute in the opening 

or closing auction on NYSE American 

are reasonable because the Exchange’s 

rates for routing such orders are closely 

related to NYSE American’s rates for its 

members, and the proposed change is 

consistent with the change proposed by 

NYSE American to not provide a rebate 

for providing liquidity and to charge a 

lower fee for executions in the opening 

or closing auction. While the proposed 

rule change would result in a decrease 

in the per share credit for PO Orders 

routed to NYSE American that provide 

liquidity to NYSE American, and a 

decrease in the per share fee for such 

routed orders that execute in the 

opening or closing auction, the 

Exchange would remain competitive 

with NYSE American as that exchange 

also no longer provides a credit to its 

members for providing liquidity and 

charges a lower fee for executions in the 

opening or closing auction. Further, the 

proposed change is equitable and not 

unfairly discriminatory because the 

proposed elimination of routing credits 

for PO Orders that provide liquidity to 

NYSE American and the proposed 

decrease of routing fees for such orders 

that execute in the opening or closing 

auction on NYSE American would 

apply uniformly across pricing tiers and 

all similarly situated ETP Holders. 

The Exchange believes that the 

proposed rule change regarding the 

name change from NYSE MKT LLC to 

NYSE American LLC is consistent with 

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

with Section 6(b)(1) 13 in particular, in 

that it enables the Exchange to be so 

organized as to have the capacity to be 

able to carry out the purposes of the Act 

and to comply, and to enforce 

compliance by its exchange members 

and persons associated with its 

exchange members, with the provisions 

of the Act, the rules and regulations 

thereunder, and the rules of the 

Exchange. The proposed rule change 

would ensure that the Fee Schedule 

accurately reflects the name change of 

the Exchange’s affiliate from NYSE MKT 

to NYSE American and the rebranding 

of NYSE Amex Options to NYSE 

American Options and would contribute 

to the orderly operation of the Exchange 

by adding clarity and transparency to 

the Fee Schedule. 

Finally, 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 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 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. In particular, 

the proposed routing credit and fee 

changes would not place a burden on 

competition because the Exchange is 

lowering the credit it provides and fees 

it charges to ETP Holders to match the 

credits and fees provided by NYSE 

American.15

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 promotes a 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. 

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) 16 of the Act and 

subparagraph (f)(2) of Rule 19b–4 17

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) 18 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–2017–89 on the subject 

line. 

mstockstill on DSK30JT082PROD with NOTICES

Federal Register / Vol. 82, No. 159 / Friday, August 18, 2017 / Notices 39471 

19 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3As a conforming change, the Exchange proposes 

to remove the current rule text that indicates that 

the Secondary Source of data is, where applicable, 

utilized only in emergency market conditions and 

only until those emergency conditions are resolved. 

The Exchange does not believe that this language 

is needed as the amended rule would now indicate 

with more specificity when the Exchange fails over 

to the Secondary Source of data. 

4See Securities Exchange Act Release No 80700 

(May 16, 2017), 82 FR 23381 (May 22, 2017) (SR– 

NYSEMKT–2017–05) (Approval Order). 

Paper Comments 

• Send paper comments in triplicate 

to Secretary, Securities and Exchange 

Commission, 100 F Street NE., 

Washington, DC 20549–1090. 

All submissions should refer to File 

Number SR–NYSEARCA–2017–89. 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 the 

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– 

NYSEARCA–2017–89 and should be 

submitted on or before September 8, 

2017. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.19

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2017–17434 Filed 8–17–17; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–81390; File No. SR– 

NASDAQ–2017–082] 

Self-Regulatory Organizations; The 

NASDAQ Stock Market LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change To Clarify 

When Nasdaq Will Utilize the 

Secondary Source of Data 

August 14, 2017. 

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 August 2, 

2017, The NASDAQ Stock Market LLC 

(‘‘Nasdaq’’ or ‘‘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 further 

clarify when Nasdaq will utilize the 

Secondary Source of data pursuant to 

Rule 4759. 

The text of the proposed rule change 

is available on the Exchange’s Web site 

at http://nasdaq.cchwallstreet.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 aspects of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The purpose of the proposed rule 

change is to clarify when Nasdaq will 

utilize the Secondary Source of data 

pursuant to Rule 4759. Rule 4759 lists 

the proprietary and network processor 

feeds that are utilized for the handling, 

routing, and execution of orders, as well 

as for the regulatory compliance 

processes related to those functions. 

Rule 4759 also lists Secondary Sources 

of data that are utilized in emergency 

market conditions, and only until those 

emergency conditions are resolved. The 

Exchange proposes to amend this rule to 

describe how the Nasdaq trading system 

decides when to use the Primary or 

Secondary Source of data. Specifically, 

the Exchange proposes to amend Rule 

4759 to clarify that the Primary Source 

of data is used unless it is delayed by 

a configurable amount compared to the 

Secondary Source of data.3 The 

Exchange will revert to the Primary 

Source of data once the delay has been 

resolved. The configurable amount 

described in this rule will be made 

available to members via Equity Trader 

Alert. 

The Exchange believes that this 

clarification is necessary in light of the 

re-launch of NYSE MKT as NYSE 

American, which is scheduled for July 

24, 2017.4 NYSE American rules 

provide for an intentional 350 

microsecond access delay to certain 

inbound and outbound order messages 

on that exchange, including all 

outbound communications to 

proprietary market data feeds. NYSE 

American will not apply a similar delay 

to outbound communications to the 

securities information processor (‘‘SIP’’). 

Due to the intentional delay of 

proprietary market data to be 

disseminated by NYSE American, the 

Exchange believes that fail over to the 

Secondary Source of Data may 

sometimes be necessary even during 

otherwise normal operation to ensure 

that the fastest and most reliable data is 

used for the handling, routing, and 

execution of orders, and for regulatory 

compliance purposes. 

Currently, the Nasdaq trading system 

utilizes proprietary market data as the 

Primary Source for the following 

markets that provide a reliable 

proprietary data feed: NYSE MKT, 

NASDAQ OMX BX, DirectEdge A, 

DirectEdge X, CHX, NYSE, NYSE Arca, 

mstockstill on DSK30JT082PROD with NOTICES