81_FR_8581 81 FR 8548 - 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

81 FR 8548 - 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

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 81, Issue 33 (February 19, 2016)

Page Range8548-8550
FR Document2016-03387

Federal Register, Volume 81 Issue 33 (Friday, February 19, 2016)
[Federal Register Volume 81, Number 33 (Friday, February 19, 2016)]
[Notices]
[Pages 8548-8550]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2016-03387]


=======================================================================
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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-77124; File No. SR-NYSEArca-2016-18]


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

February 12, 2016.
    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 February 1, 2016, 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 self-regulatory 
organization. The Commission is publishing this notice to solicit 
comments on the proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of the 
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''). The Exchange 
proposes to implement the fee changes effective February 1, 2016. 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
    On February 1, 2016,\4\ the Exchange is scheduled to commence the 
implementation of Pillar, the Exchange's proposed new technology 
trading platform.\5\ Pillar is the integrated trading technology 
platform designed to use a single specification for connection to the 
equities and options markets operated by NYSE Arca and its affiliates, 
New York Stock Exchange LLC and NYSE MKT LLC. NYSE Arca Equities will 
be the first trading system to migrate to Pillar. Securities traded on 
the Exchange will be migrated from the current trading platform to 
Pillar in phases. The Exchange is proposing that the current Fee 
Schedule, which applies to all securities traded on the Exchange, will 
also apply to securities that migrate to Pillar. To that end, the 
Exchange proposes to explicitly state in the current Fee Schedule that 
it will also apply to securities traded on Pillar.
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    \4\ The Commission notes that, according to the Exchange, the 
implementation of Pillar is now scheduled to begin on February 22, 
2016. See NYSE Arca Trader Update, NYSE Pillar: Phase I Test and 
Launch Date (January 27, 2016), available at https://www.nyse.com/publicdocs/nyse/markets/nyse/Pillar_Phase_I_Launch_Date_Move.pdf.
    \5\ See Securities Exchange Act Release Nos. 74951 (May 13, 
2015), 80 FR 28721 (May 19, 2015) (Notice) and 75494 (July 20, 
2015), 80 FR 44170 (July 24, 2015) (Order) (SR-NYSEArca-2015-38) 
(``Pillar I Filing''); 75497 (July 21, 2015), 80 FR 45022 (July 28, 
2015) (Notice) and 76267 (Oct. 26, 2015), 80 FR 66951 (Oct. 30, 
2015) (Order) (SR-NYSEArca-2015-56)(``Pillar II Filing''); 75467 
(July 16, 2015), 80 FR 43515 (July 22, 2015) (Notice) and 76198 
(Oct. 20, 2015), 80 FR 65274 (Oct. 26, 2015) (Order) (SR-NYSEArca-
2015-58) (``Pillar III Filing''); and 76085 (Oct. 6, 2015), 80 FR 
61513 (Oct. 13, 2015) (Notice) and 76869 (Jan. 11, 2016) (Order) 
(SR-NYSEArca-2015-86) (``Pillar Auction Filing'').
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Mid-Point Passive Liquidity Order--Securities $1.00 and Greater
    The Exchange currently provides per share credits under Tier 1, 
Tier 2 and Basic Rates \6\ for Mid-Point Passive Liquidity (``MPL'') 
Orders that provide liquidity based on the Average Daily Volume 
(``ADV'') of provided liquidity in MPL Orders for Tape A, Tape B and 
Tape C Securities combined (``MPL Adding ADV''). Specifically, for ETP 
Holders and Market Makers that have MPL Adding ADV during a billing 
month of at least 3 million shares, the Exchange provides a credit of 
$0.0015 for Tape A Securities, $0.0020 for Tape B Securities and 
$0.0025 per share for Tape C Securities. For ETP Holders and Market 
Makers with MPL Adding ADV during a billing month of at least 1.5 
million shares but less than 3 million shares, the Exchange provides a 
credit of $0.0015 for Tape A, Tape B and Tape C Securities. For ETP 
Holders and Market Makers with MPL Adding ADV during a billing month of 
less than 1.5 million shares, the Exchange provides a credit of $0.0010 
for Tape A, Tape B and Tape C Securities. The Exchange also currently 
charges a fee of $0.0030 per share for MPL Orders in Tape A, Tape B and 
Tape C Securities that remove liquidity from the Exchange that are not 
designated as ``Retail Orders.'' \7\ In addition, MPL Orders removing 
liquidity from the Exchange that are designated as Retail Orders are 
not currently subject to a fee. On Pillar,

[[Page 8549]]

Mid-Point Passive Liquidity Order is named Mid-Point Liquidity Order 
and the Exchange proposes to note this name change in each of the Tier 
1, Tier 2 and Basic Rates sections of the Fee Schedule in which fees 
and credits for Mid-Point Passive Liquidity Orders are described. The 
Exchange is not proposing any change to the fees charged or credits 
provides [sic] for Mid-Point Passive Liquidity Orders (and for Mid-
Point Liquidity Orders on Pillar) in securities priced $1.00 and 
greater.
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    \6\ Tier 1 applies to ETP Holders and Market Makers (1) that 
provide liquidity an average daily share volume per month of 0.70% 
or more of the US CADV. Tier 2 applies to 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. Basic 
Rates apply when tier rates do not apply. US CADV means United 
States Consolidated Average Daily Volume for transactions reported 
to the Consolidated Tape, excluding odd lots through January 31, 
2014 (except for purposes of Lead Market Maker pricing), and 
excludes volume on days when the market closes early and on the date 
of the annual reconstitution of the Russell Investments Indexes. 
Transactions that are not reported to the Consolidated Tape are not 
included in US CADV.
    \7\ Retail Orders are defined in the Fee Schedule as orders 
designated as retail orders and that meet the requirements of Rule 
7.44(a)(3), but that are not executed in the Retail Liquidity 
Program. The 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 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).
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    Orders designated as retail orders for securities traded on Pillar 
would need to meet the requirements of Rule 7.44P(a)(3) and the 
Exchange proposes to amend the Fee Schedule to note the application of 
Rule 7.44P to such securities.
Opening Auction--Securities $1.00 and Greater
    The Fee Schedule currently provides that a fee of $0.0015 per share 
is charged for certain orders executed in the Opening Auction. The 
order types that may trade in these auctions include Market Orders and 
Auction-Only Orders.\8\ This fee is capped at $20,000 per month per 
Equity Trading Permit ID. On Pillar, the Opening Auction is named the 
Early Open Auction and the Exchange proposes to note this name change 
in each of the Tier 1, Tier 2 and Basic Rates sections of the Fee 
Schedule in which fees for trades in the Early Open Auction are 
described. The Exchange is not proposing any change to the fees charged 
for orders executed in the Opening Auction (and in the Early Open 
Auction on Pillar) in securities priced $1.00 and greater.
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    \8\ See NYSE Arca Equities Rule 7.31(c). An Auction-Only order 
is executable during the next auction following entry of the order. 
If the Auction-Only Order is not executed in the auction, the 
balance is cancelled. Auction-Only orders are only available for 
auctions that take place on the Exchange and are not routed to other 
exchanges.
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Market Order Auction--Securities $1.00 and Greater
    The Fee Schedule currently provides that a fee of $0.0015 per share 
is charged for certain orders executed in the Market Order Auction. The 
order types that may trade in these auctions include Market Orders and 
Auction-Only Orders. This fee is capped at $20,000 per month per Equity 
Trading Permit ID. On Pillar, the Market Order Auction is named the 
Core Open Auction and the Exchange proposes to note this name change in 
each of the Tier 1, Tier 2 and Basic Rates sections of the Fee Schedule 
in which fees for trades in the Core Open Auction are described. The 
Exchange is not proposing any change to the fees charged for orders 
executed in the Market Order Auction (and in the Core Open Auction on 
Pillar) in securities priced $1.00 and greater.
Market Order Auction--Securities Less Than $1.00
    The Fee Schedule currently provides that a fee of 0.1% of the total 
dollar value will be charged for round lot and odd lot executions of 
securities priced below $1.00 that take place during a Market Order 
Auction. On Pillar, the Market Order Auction is named the Core Open 
Auction and the Exchange proposes to note this name change. The 
Exchange is not proposing any change to the fee charged for orders 
executed in the Market Order Auction (and in the Core Open Auction on 
Pillar) in securities priced below $1.00.
Passive Liquidity Order--Securities $1.00 and Greater
    The Fee Schedule currently provides that no fee or credit is 
charged for Passive Liquidity Orders that provide liquidity to the 
order book in Tape A, Tape B or Tape C securities. The Fee Schedule 
further provides that a fee of $0.0030 per share is charged for Passive 
Liquidity Orders that take liquidity from the order book in Tape A 
[sic] securities, and a fee of $0.0028 per share is charged for such 
orders that take liquidity from the order book in Tape B and Tape C 
[sic] securities. On Pillar, Passive Liquidity Order is named Limit 
Non-Displayed Order and the Exchange proposes to note this name change 
in each of the Tier 1, Tier 2, Tier 3 and Basic Rates sections of the 
Fee Schedule in which fees for Passive Liquidity Orders are described. 
The Exchange is not proposing any change to the fee charged or rebate 
provided for Passive Liquidity Orders (and for Limit Non-Displayed 
Orders on Pillar) in securities priced $1.00 and greater.
Passive Liquidity Order--Lead Market Makers
    For Lead Market Makers (``LMMs''),\9\ the Exchange currently 
provides a $0.0015 per share credit for Passive Liquidity Orders that 
provide liquidity in securities for which they are registered as the 
LMM. On Pillar, Passive Liquidity Order is named Non-Displayed Limit 
Order and the Exchange proposes to note this name change in the section 
of the Fee Schedule related to Market Maker Fees and Credits. The 
Exchange is not proposing any change to the credit provided to LMMs for 
Passive Liquidity Orders (and for Non-Displayed Limit Orders on 
Pillar).
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    \9\ The term ``Lead Market Maker'' means a registered Market 
Maker that is the exclusive Designated Market Maker in listings for 
which the Exchange is the primary market. See NYSE Arca Equities 
Rule 1.1(ccc).
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Post No Preference Blind Order--Lead Market Makers
    For LMMs, the Exchange currently provides a $0.0030 per share 
credit for orders that provide undisplayed liquidity in Post No 
Preference Blind (PNP B) Orders to the order book in securities for 
which they are registered as LMMs. On Pillar, PNP B Order is named Arca 
Only Order and the Exchange proposes to note the name change with an 
amendment to the Fee Schedule that notes this name change. The Exchange 
is not proposing any change to the credit provided to LMMs that provide 
undisplayed liquidity in securities in which they are registered as 
LMMs using PNP B Orders (and for Arca Only Orders on Pillar).
Non-Substantive Change to the Fee Schedule
    The Fee Schedule currently provides that a fee of $0.0025 per share 
is charged for Primary Sweep Orders in Tape A securities routed outside 
the book to the NYSE that remove liquidity from the NYSE and that 
Primary Sweep Orders in Tape A securities routed outside the book to 
the NYSE that provide liquidity to the NYSE are not charged a fee or 
given a credit. This fee appears in each of Tier 1, Tier 2 and Basic 
Rates sections of the Fee Schedule. The Exchange has eliminated the 
Primary Sweep Order type and therefore, proposes to remove this fee 
from the Fee Schedule as it is no longer applicable.\10\
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    \10\ See Securities Exchange Act Release No. 74415 (March 3, 
2015), 80 FR 12537 (March 9, 2015) (SR-NYSEArca-2015-08).
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    The proposed changes are not otherwise intended to address any 
other issues, and the Exchange is not aware of any significant problems 
that market participants 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,\11\ in general, and furthers the 
objectives of Sections 6(b)(4) and (5) of the Act,\12\ 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

[[Page 8550]]

discriminate between customers, issuers, brokers or dealers.
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    \11\ 15 U.S.C. 78f(b).
    \12\ 15 U.S.C. 78f(b)(4) and (5).
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    The Exchange believes that the proposed changes to the Fee 
Schedule, which include the addition of rule text to note that the Fee 
Schedule would be applicable to securities traded on Pillar and the 
addition of rule text to [sic] regarding order types that would be 
renamed on Pillar, is reasonable, equitable and not unfairly 
discriminatory because the changes are designed to make the Fee 
Schedule more logical and comprehensive therefore, easier for market 
participants to navigate and digest, which is in the public interest. 
The Exchange further believes that the proposed changes are designed to 
enable market participants to better understand how Exchange fees would 
be applicable to market participants, which should make the overall Fee 
Schedule more transparent and comprehensive to the benefit of the 
investing public.
    The Exchange believes removing references to Primary Sweep Orders 
from the Fee Schedule will remove investor confusion as this order type 
no longer exists in the Exchange's rules. The Exchange strives for 
clarity in its rules and Fee Schedule so that market participants may 
best understand how rules and fees apply. The Exchange believes that 
the proposed removal of outdated language and fees from the Fee 
Schedule will add clarity to the Fee Schedule and alleviate potential 
confusion which will remove impediments to and perfect the mechanism of 
a free and open market and a national market system, and in general, 
protect investors and the public interest.
    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

    The Exchange does not believe that the proposed rule change will 
any [sic] burden on competition that is not necessary or appropriate in 
furtherance of the purposes of the Act. The proposed change is not 
designed to address any competitive issue but rather provide the public 
and investors with a Fee Schedule that is transparent once securities 
traded on the Exchange begin to migrate to Pillar.

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) \13\ of the Act and subparagraph (f)(2) of Rule 
19b-4[hairsp]\14\ thereunder, because it establishes a due, fee, or 
other charge imposed by the Exchange.
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    \13\ 15 U.S.C. 78s(b)(3)(A).
    \14\ 17 CFR 240.19b-4(f)(2).
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    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) \15\ of the Act to determine whether the proposed 
rule change should be approved or disapproved.
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    \15\ 15 U.S.C. 78s(b)(2)(B).
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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 [email protected]. Please include 
File Number SR-NYSEArca-2016-18 on the subject line.

Paper Comments

     Send paper comments in triplicate to Brent J. Fields, 
Secretary, Securities and Exchange Commission, 100 F Street NE., 
Washington, DC 20549-1090.

All submissions should refer to File Number SR-NYSEArca-2016-18. 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-NYSEArca-2016-18, and should 
be submitted on or before March 11, 2016.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\16\
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    \16\ 17 CFR 200.30-3(a)(12).
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Robert W. Errett,
Deputy Secretary.
[FR Doc. 2016-03387 Filed 2-18-16; 8:45 am]
 BILLING CODE 8011-01-P



                                                    8548                           Federal Register / Vol. 81, No. 33 / Friday, February 19, 2016 / Notices

                                                    accessed via the Commission’s Web site                   (‘‘Fee Schedule’’). The Exchange                        to Pillar. To that end, the Exchange
                                                    (http://www.prc.gov).                                    proposes to implement the fee changes                   proposes to explicitly state in the
                                                      The Commission appoints Kenneth R.                     effective February 1, 2016. The                         current Fee Schedule that it will also
                                                    Moeller to serve as Public                               proposed rule change is available on the                apply to securities traded on Pillar.
                                                    Representative in this docket.                           Exchange’s Web site at www.nyse.com,
                                                                                                                                                                     Mid-Point Passive Liquidity Order—
                                                                                                             at the principal office of the Exchange,
                                                    III. Ordering Paragraphs                                                                                         Securities $1.00 and Greater
                                                                                                             and at the Commission’s Public
                                                      It is ordered:                                         Reference Room.                                            The Exchange currently provides per
                                                      1. The Commission establishes Docket                                                                           share credits under Tier 1, Tier 2 and
                                                                                                             II. Self-Regulatory Organization’s                      Basic Rates 6 for Mid-Point Passive
                                                    No. CP2016–100 for consideration of the
                                                                                                             Statement of the Purpose of, and                        Liquidity (‘‘MPL’’) Orders that provide
                                                    matters raised by the Postal Service’s
                                                                                                             Statutory Basis for, the Proposed Rule                  liquidity based on the Average Daily
                                                    Notice.
                                                                                                             Change                                                  Volume (‘‘ADV’’) of provided liquidity
                                                      2. Pursuant to 39 U.S.C. 505, Kenneth
                                                    R. Moeller is appointed to serve as an                      In its filing with the Commission, the               in MPL Orders for Tape A, Tape B and
                                                    officer of the Commission to represent                   self-regulatory organization included                   Tape C Securities combined (‘‘MPL
                                                    the interests of the general public in this              statements concerning the purpose of,                   Adding ADV’’). Specifically, for ETP
                                                    proceeding (Public Representative).                      and basis for, the proposed rule change                 Holders and Market Makers that have
                                                      3. Comments are due no later than                      and discussed any comments it received                  MPL Adding ADV during a billing
                                                    February 22, 2016.                                       on the proposed rule change. The text                   month of at least 3 million shares, the
                                                      4. The Secretary shall arrange for                     of those statements may be examined at                  Exchange provides a credit of $0.0015
                                                    publication of this order in the Federal                 the places specified in Item IV below.                  for Tape A Securities, $0.0020 for Tape
                                                    Register.                                                The Exchange has prepared summaries,                    B Securities and $0.0025 per share for
                                                                                                             set forth in sections A, B, and C below,                Tape C Securities. For ETP Holders and
                                                      By the Commission.                                     of the most significant parts of such                   Market Makers with MPL Adding ADV
                                                    Stacy L. Ruble,                                          statements.                                             during a billing month of at least 1.5
                                                    Secretary.                                                                                                       million shares but less than 3 million
                                                                                                             A. Self-Regulatory Organization’s
                                                    [FR Doc. 2016–03431 Filed 2–18–16; 8:45 am]                                                                      shares, the Exchange provides a credit
                                                                                                             Statement of the Purpose of, and
                                                    BILLING CODE 7710–FW–P                                                                                           of $0.0015 for Tape A, Tape B and Tape
                                                                                                             Statutory Basis for, the Proposed Rule
                                                                                                                                                                     C Securities. For ETP Holders and
                                                                                                             Change
                                                                                                                                                                     Market Makers with MPL Adding ADV
                                                    SECURITIES AND EXCHANGE                                  1. Purpose                                              during a billing month of less than 1.5
                                                    COMMISSION                                                  On February 1, 2016,4 the Exchange is                million shares, the Exchange provides a
                                                                                                             scheduled to commence the                               credit of $0.0010 for Tape A, Tape B and
                                                    [Release No. 34–77124; File No. SR–                                                                              Tape C Securities. The Exchange also
                                                    NYSEArca–2016–18]                                        implementation of Pillar, the Exchange’s
                                                                                                             proposed new technology trading                         currently charges a fee of $0.0030 per
                                                    Self-Regulatory Organizations; NYSE                      platform.5 Pillar is the integrated trading             share for MPL Orders in Tape A, Tape
                                                    Arca, Inc.; Notice of Filing and                         technology platform designed to use a                   B and Tape C Securities that remove
                                                    Immediate Effectiveness of Proposed                      single specification for connection to                  liquidity from the Exchange that are not
                                                    Rule Change To Amend the NYSE Arca                       the equities and options markets                        designated as ‘‘Retail Orders.’’ 7 In
                                                    Equities Schedule of Fees and                            operated by NYSE Arca and its                           addition, MPL Orders removing
                                                    Charges for Exchange Services                            affiliates, New York Stock Exchange                     liquidity from the Exchange that are
                                                                                                             LLC and NYSE MKT LLC. NYSE Arca                         designated as Retail Orders are not
                                                    February 12, 2016.                                       Equities will be the first trading system               currently subject to a fee. On Pillar,
                                                       Pursuant to Section 19(b)(1) 1 of the                 to migrate to Pillar. Securities traded on                 6 Tier 1 applies to ETP Holders and Market
                                                    Securities Exchange Act of 1934 (the                     the Exchange will be migrated from the                  Makers (1) that provide liquidity an average daily
                                                    ‘‘Act’’) 2 and Rule 19b–4 thereunder,3                   current trading platform to Pillar in                   share volume per month of 0.70% or more of the
                                                    notice is hereby given that, on February                 phases. The Exchange is proposing that                  US CADV. Tier 2 applies to ETP Holders and
                                                    1, 2016, NYSE Arca, Inc. (the                            the current Fee Schedule, which applies                 Market Makers that provide liquidity an average
                                                    ‘‘Exchange’’ or ‘‘NYSE Arca’’) filed with                                                                        daily share volume per month of 0.30% or more,
                                                                                                             to all securities traded on the Exchange,               but less than 0.70% of the US CADV. Basic Rates
                                                    the Securities and Exchange                              will also apply to securities that migrate              apply when tier rates do not apply. US CADV
                                                    Commission (the ‘‘Commission’’) the                                                                              means United States Consolidated Average Daily
                                                    proposed rule change as described in                        4 The Commission notes that, according to the        Volume for transactions reported to the
                                                    Items I, II, and III below, which Items                  Exchange, the implementation of Pillar is now           Consolidated Tape, excluding odd lots through
                                                                                                             scheduled to begin on February 22, 2016. See NYSE       January 31, 2014 (except for purposes of Lead
                                                    have been prepared by the self-                          Arca Trader Update, NYSE Pillar: Phase I Test and       Market Maker pricing), and excludes volume on
                                                    regulatory organization. The                             Launch Date (January 27, 2016), available at https://   days when the market closes early and on the date
                                                    Commission is publishing this notice to                  www.nyse.com/publicdocs/nyse/markets/nyse/              of the annual reconstitution of the Russell
                                                    solicit comments on the proposed rule                    Pillar_Phase_I_Launch_Date_Move.pdf.                    Investments Indexes. Transactions that are not
                                                                                                                5 See Securities Exchange Act Release Nos. 74951     reported to the Consolidated Tape are not included
                                                    change from interested persons.                          (May 13, 2015), 80 FR 28721 (May 19, 2015)              in US CADV.
                                                                                                                                                                        7 Retail Orders are defined in the Fee Schedule as
                                                    I. Self-Regulatory Organization’s                        (Notice) and 75494 (July 20, 2015), 80 FR 44170
                                                                                                             (July 24, 2015) (Order) (SR–NYSEArca–2015–38)           orders designated as retail orders and that meet the
                                                    Statement of the Terms of the Substance
asabaliauskas on DSK5VPTVN1PROD with NOTICES




                                                                                                             (‘‘Pillar I Filing’’); 75497 (July 21, 2015), 80 FR     requirements of Rule 7.44(a)(3), but that are not
                                                    of the Proposed Rule Change                              45022 (July 28, 2015) (Notice) and 76267 (Oct. 26,      executed in the Retail Liquidity Program. The Retail
                                                                                                             2015), 80 FR 66951 (Oct. 30, 2015) (Order) (SR–         Liquidity Program is a pilot program designed to
                                                      The Exchange proposes to amend the                     NYSEArca–2015–56)(‘‘Pillar II Filing’’); 75467 (July    attract additional retail order flow to the Exchange
                                                    NYSE Arca Equities Schedule of Fees                      16, 2015), 80 FR 43515 (July 22, 2015) (Notice) and     for NYSE Arca-listed securities and securities
                                                    and Charges for Exchange Services                        76198 (Oct. 20, 2015), 80 FR 65274 (Oct. 26, 2015)      traded pursuant to unlisted trading privileges while
                                                                                                             (Order) (SR–NYSEArca–2015–58) (‘‘Pillar III             also providing the potential for price improvement
                                                                                                             Filing’’); and 76085 (Oct. 6, 2015), 80 FR 61513        to such order flow. See Rule 7.44. See Securities
                                                      1 15 U.S.C. 78s(b)(1).                                 (Oct. 13, 2015) (Notice) and 76869 (Jan. 11, 2016)      Exchange Act Release No. 71176 (December 23,
                                                      2 15 U.S.C. 78a.                                       (Order) (SR–NYSEArca–2015–86) (‘‘Pillar Auction         2013), 78 FR 79524 (December 30, 2013) (SR–
                                                      3 17 CFR 240.19b–4.                                    Filing’’).                                              NYSEArca–2013–107).



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                                                                                   Federal Register / Vol. 81, No. 33 / Friday, February 19, 2016 / Notices                                                  8549

                                                    Mid-Point Passive Liquidity Order is                    Exchange is not proposing any change                  and Credits. The Exchange is not
                                                    named Mid-Point Liquidity Order and                     to the fees charged for orders executed               proposing any change to the credit
                                                    the Exchange proposes to note this                      in the Market Order Auction (and in the               provided to LMMs for Passive Liquidity
                                                    name change in each of the Tier 1, Tier                 Core Open Auction on Pillar) in                       Orders (and for Non-Displayed Limit
                                                    2 and Basic Rates sections of the Fee                   securities priced $1.00 and greater.                  Orders on Pillar).
                                                    Schedule in which fees and credits for
                                                                                                            Market Order Auction—Securities Less                  Post No Preference Blind Order—Lead
                                                    Mid-Point Passive Liquidity Orders are
                                                                                                            Than $1.00                                            Market Makers
                                                    described. The Exchange is not
                                                    proposing any change to the fees                          The Fee Schedule currently provides                    For LMMs, the Exchange currently
                                                    charged or credits provides [sic] for                   that a fee of 0.1% of the total dollar                provides a $0.0030 per share credit for
                                                    Mid-Point Passive Liquidity Orders (and                 value will be charged for round lot and               orders that provide undisplayed
                                                    for Mid-Point Liquidity Orders on                       odd lot executions of securities priced               liquidity in Post No Preference Blind
                                                    Pillar) in securities priced $1.00 and                  below $1.00 that take place during a                  (PNP B) Orders to the order book in
                                                    greater.                                                Market Order Auction. On Pillar, the
                                                                                                                                                                  securities for which they are registered
                                                      Orders designated as retail orders for                Market Order Auction is named the
                                                                                                                                                                  as LMMs. On Pillar, PNP B Order is
                                                    securities traded on Pillar would need                  Core Open Auction and the Exchange
                                                                                                                                                                  named Arca Only Order and the
                                                    to meet the requirements of Rule                        proposes to note this name change. The
                                                                                                                                                                  Exchange proposes to note the name
                                                    7.44P(a)(3) and the Exchange proposes                   Exchange is not proposing any change
                                                                                                                                                                  change with an amendment to the Fee
                                                    to amend the Fee Schedule to note the                   to the fee charged for orders executed in
                                                                                                                                                                  Schedule that notes this name change.
                                                    application of Rule 7.44P to such                       the Market Order Auction (and in the
                                                                                                                                                                  The Exchange is not proposing any
                                                    securities.                                             Core Open Auction on Pillar) in
                                                                                                                                                                  change to the credit provided to LMMs
                                                                                                            securities priced below $1.00.
                                                    Opening Auction—Securities $1.00 and                                                                          that provide undisplayed liquidity in
                                                    Greater                                                 Passive Liquidity Order—Securities                    securities in which they are registered
                                                                                                            $1.00 and Greater                                     as LMMs using PNP B Orders (and for
                                                      The Fee Schedule currently provides
                                                                                                               The Fee Schedule currently provides                Arca Only Orders on Pillar).
                                                    that a fee of $0.0015 per share is charged
                                                    for certain orders executed in the                      that no fee or credit is charged for                  Non-Substantive Change to the Fee
                                                    Opening Auction. The order types that                   Passive Liquidity Orders that provide                 Schedule
                                                    may trade in these auctions include                     liquidity to the order book in Tape A,
                                                    Market Orders and Auction-Only                          Tape B or Tape C securities. The Fee                     The Fee Schedule currently provides
                                                    Orders.8 This fee is capped at $20,000                  Schedule further provides that a fee of               that a fee of $0.0025 per share is charged
                                                    per month per Equity Trading Permit ID.                 $0.0030 per share is charged for Passive              for Primary Sweep Orders in Tape A
                                                    On Pillar, the Opening Auction is                       Liquidity Orders that take liquidity from             securities routed outside the book to the
                                                    named the Early Open Auction and the                    the order book in Tape A [sic] securities,            NYSE that remove liquidity from the
                                                    Exchange proposes to note this name                     and a fee of $0.0028 per share is charged             NYSE and that Primary Sweep Orders in
                                                    change in each of the Tier 1, Tier 2 and                for such orders that take liquidity from              Tape A securities routed outside the
                                                    Basic Rates sections of the Fee Schedule                the order book in Tape B and Tape C                   book to the NYSE that provide liquidity
                                                    in which fees for trades in the Early                   [sic] securities. On Pillar, Passive                  to the NYSE are not charged a fee or
                                                    Open Auction are described. The                         Liquidity Order is named Limit Non-                   given a credit. This fee appears in each
                                                    Exchange is not proposing any change                    Displayed Order and the Exchange                      of Tier 1, Tier 2 and Basic Rates sections
                                                    to the fees charged for orders executed                 proposes to note this name change in                  of the Fee Schedule. The Exchange has
                                                    in the Opening Auction (and in the                      each of the Tier 1, Tier 2, Tier 3 and                eliminated the Primary Sweep Order
                                                    Early Open Auction on Pillar) in                        Basic Rates sections of the Fee Schedule              type and therefore, proposes to remove
                                                    securities priced $1.00 and greater.                    in which fees for Passive Liquidity                   this fee from the Fee Schedule as it is
                                                                                                            Orders are described. The Exchange is                 no longer applicable.10
                                                    Market Order Auction—Securities $1.00                   not proposing any change to the fee                      The proposed changes are not
                                                    and Greater                                             charged or rebate provided for Passive                otherwise intended to address any other
                                                      The Fee Schedule currently provides                   Liquidity Orders (and for Limit Non-                  issues, and the Exchange is not aware of
                                                    that a fee of $0.0015 per share is charged              Displayed Orders on Pillar) in securities             any significant problems that market
                                                    for certain orders executed in the                      priced $1.00 and greater.                             participants would have in complying
                                                    Market Order Auction. The order types                   Passive Liquidity Order—Lead Market                   with the proposed changes.
                                                    that may trade in these auctions include                Makers
                                                    Market Orders and Auction-Only                                                                                2. Statutory Basis
                                                    Orders. This fee is capped at $20,000                     For Lead Market Makers (‘‘LMMs’’),9
                                                                                                            the Exchange currently provides a                        The Exchange believes that the
                                                    per month per Equity Trading Permit ID.                                                                       proposed rule change is consistent with
                                                    On Pillar, the Market Order Auction is                  $0.0015 per share credit for Passive
                                                                                                            Liquidity Orders that provide liquidity               Section 6(b) of the Act,11 in general, and
                                                    named the Core Open Auction and the                                                                           furthers the objectives of Sections
                                                    Exchange proposes to note this name                     in securities for which they are
                                                                                                            registered as the LMM. On Pillar,                     6(b)(4) and (5) of the Act,12 in particular,
                                                    change in each of the Tier 1, Tier 2 and                                                                      because it provides for the equitable
                                                    Basic Rates sections of the Fee Schedule                Passive Liquidity Order is named Non-
                                                                                                            Displayed Limit Order and the                         allocation of reasonable dues, fees, and
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                                                    in which fees for trades in the Core                                                                          other charges among its members,
                                                    Open Auction are described. The                         Exchange proposes to note this name
                                                                                                            change in the section of the Fee                      issuers and other persons using its
                                                                                                            Schedule related to Market Maker Fees                 facilities and does not unfairly
                                                      8 See NYSE Arca Equities Rule 7.31(c). An

                                                    Auction-Only order is executable during the next                                                                10 See Securities Exchange Act Release No. 74415
                                                    auction following entry of the order. If the Auction-     9 The term ‘‘Lead Market Maker’’ means a

                                                    Only Order is not executed in the auction, the          registered Market Maker that is the exclusive         (March 3, 2015), 80 FR 12537 (March 9, 2015) (SR–
                                                    balance is cancelled. Auction-Only orders are only      Designated Market Maker in listings for which the     NYSEArca–2015–08).
                                                                                                                                                                    11 15 U.S.C. 78f(b).
                                                    available for auctions that take place on the           Exchange is the primary market. See NYSE Arca
                                                    Exchange and are not routed to other exchanges.         Equities Rule 1.1(ccc).                                 12 15 U.S.C. 78f(b)(4) and (5).




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                                                    8550                          Federal Register / Vol. 81, No. 33 / Friday, February 19, 2016 / Notices

                                                    discriminate between customers,                         III. Date of Effectiveness of the                     Commission and any person, other than
                                                    issuers, brokers or dealers.                            Proposed Rule Change and Timing for                   those that may be withheld from the
                                                       The Exchange believes that the                       Commission Action                                     public in accordance with the
                                                    proposed changes to the Fee Schedule,                      The foregoing rule change is effective             provisions of 5 U.S.C. 552, will be
                                                    which include the addition of rule text                 upon filing pursuant to Section                       available for Web site viewing and
                                                    to note that the Fee Schedule would be                  19(b)(3)(A) 13 of the Act and                         printing in the Commission’s Public
                                                    applicable to securities traded on Pillar               subparagraph (f)(2) of Rule 19b–4 14                  Reference Room, 100 F Street NE.,
                                                    and the addition of rule text to [sic]                  thereunder, because it establishes a due,             Washington, DC 20549 on official
                                                    regarding order types that would be                     fee, or other charge imposed by the                   business days between the hours of
                                                    renamed on Pillar, is reasonable,                       Exchange.                                             10:00 a.m. and 3:00 p.m. Copies of such
                                                    equitable and not unfairly                                 At any time within 60 days of the                  filing also will be available for
                                                    discriminatory because the changes are                  filing of such proposed rule change, the              inspection and copying at the principal
                                                    designed to make the Fee Schedule                       Commission summarily may                              office of the Exchange. All comments
                                                    more logical and comprehensive                          temporarily suspend such rule change if               received will be posted without change;
                                                    therefore, easier for market participants               it appears to the Commission that such                the Commission does not edit personal
                                                    to navigate and digest, which is in the                 action is necessary or appropriate in the             identifying information from
                                                    public interest. The Exchange further                   public interest, for the protection of                submissions. You should submit only
                                                    believes that the proposed changes are                  investors, or otherwise in furtherance of             information that you wish to make
                                                    designed to enable market participants                  the purposes of the Act. If the                       available publicly. All submissions
                                                    to better understand how Exchange fees                  Commission takes such action, the                     should refer to File Number SR–
                                                    would be applicable to market                           Commission shall institute proceedings                NYSEArca–2016–18, and should be
                                                    participants, which should make the                     under Section 19(b)(2)(B) 15 of the Act to            submitted on or before March 11, 2016.
                                                    overall Fee Schedule more transparent                   determine whether the proposed rule                     For the Commission, by the Division of
                                                    and comprehensive to the benefit of the                 change should be approved or                          Trading and Markets, pursuant to delegated
                                                    investing public.                                       disapproved.                                          authority.16
                                                       The Exchange believes removing                                                                             Robert W. Errett,
                                                    references to Primary Sweep Orders                      IV. Solicitation of Comments
                                                                                                                                                                  Deputy Secretary.
                                                    from the Fee Schedule will remove                         Interested persons are invited to                   [FR Doc. 2016–03387 Filed 2–18–16; 8:45 am]
                                                    investor confusion as this order type no                submit written data, views, and                       BILLING CODE 8011–01–P
                                                    longer exists in the Exchange’s rules.                  arguments concerning the foregoing,
                                                    The Exchange strives for clarity in its                 including whether the proposed rule
                                                    rules and Fee Schedule so that market                   change is consistent with the Act.                    SECURITIES AND EXCHANGE
                                                    participants may best understand how                    Comments may be submitted by any of                   COMMISSION
                                                    rules and fees apply. The Exchange                      the following methods:
                                                    believes that the proposed removal of                                                                         Proposed Collection; Comment
                                                    outdated language and fees from the Fee                 Electronic Comments
                                                                                                                                                                  Request
                                                    Schedule will add clarity to the Fee                      • Use the Commission’s Internet
                                                    Schedule and alleviate potential                        comment form (http://www.sec.gov/                     Upon Written Request Copies Available
                                                    confusion which will remove                             rules/sro.shtml); or                                   From: Securities and Exchange
                                                    impediments to and perfect the                            • Send an email to rule-comments@                    Commission, Office of FOIA Services,
                                                    mechanism of a free and open market                     sec.gov. Please include File Number SR–                100 F Street NE., Washington, DC
                                                                                                            NYSEArca–2016–18 on the subject line.                  20549–02736.
                                                    and a national market system, and in
                                                    general, protect investors and the public                                                                     Extension:
                                                                                                            Paper Comments                                          Form 18–K, SEC File No. 270–108, OMB
                                                    interest.
                                                       For the foregoing reasons, the                          • Send paper comments in triplicate                    Control No. 3235–0120.
                                                    Exchange believes that the proposal is                  to Brent J. Fields, Secretary, Securities                Notice is hereby given that, pursuant
                                                    consistent with the Act.                                and Exchange Commission, 100 F Street                 to the Paperwork Reduction Act of 1995
                                                                                                            NE., Washington, DC 20549–1090.                       (44 U.S.C. 3501 et seq.), the Securities
                                                    B. Self-Regulatory Organization’s                       All submissions should refer to File                  and Exchange Commission
                                                    Statement on Burden on Competition                      Number SR–NYSEArca–2016–18. This                      (‘‘Commission’’) is soliciting comments
                                                      The Exchange does not believe that                    file number should be included on the                 on the collection of information
                                                    the proposed rule change will any [sic]                 subject line if email is used. To help the            summarized below. The Commission
                                                    burden on competition that is not                       Commission process and review your                    plans to submit this existing collection
                                                    necessary or appropriate in furtherance                 comments more efficiently, please use                 of information to the Office of
                                                    of the purposes of the Act. The                         only one method. The Commission will                  Management and Budget for extension
                                                    proposed change is not designed to                      post all comments on the Commission’s                 and approval.
                                                    address any competitive issue but rather                Internet Web site (http://www.sec.gov/                   Form 18–K (17 CFR 249.318) is an
                                                    provide the public and investors with a                 rules/sro.shtml). Copies of the                       annual report form used by foreign
                                                    Fee Schedule that is transparent once                   submission, all subsequent                            governments or political subdivisions of
                                                    securities traded on the Exchange begin                 amendments, all written statements                    foreign governments that have securities
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                                                    to migrate to Pillar.                                   with respect to the proposed rule                     listed on a United States exchange. The
                                                                                                            change that are filed with the                        information to be collected is intended
                                                    C. Self-Regulatory Organization’s
                                                                                                            Commission, and all written                           to ensure the adequacy and public
                                                    Statement on Comments on the
                                                                                                            communications relating to the                        availability of information available to
                                                    Proposed Rule Change Received From                                                                            investors. We estimate that Form 18–K
                                                    Members, Participants, or Others                        proposed rule change between the
                                                                                                                                                                  takes approximately 8 hours to prepare
                                                      No written comments were solicited                      13 15 U.S.C. 78s(b)(3)(A).                          and is filed by approximately 35
                                                    or received with respect to the proposed                  14 17 CFR 240.19b–4(f)(2).
                                                    rule change.                                              15 15 U.S.C. 78s(b)(2)(B).                            16 17   CFR 200.30–3(a)(12).



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Document Created: 2018-02-02 14:31:54
Document Modified: 2018-02-02 14:31:54
CategoryRegulatory Information
CollectionFederal Register
sudoc ClassAE 2.7:
GS 4.107:
AE 2.106:
PublisherOffice of the Federal Register, National Archives and Records Administration
SectionNotices
FR Citation81 FR 8548 

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