Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Amending Its Price List To Increase Certain Fees for Executions at the Close; Simplify the “Tier Adding Credits” for Non-Floor Brokers and Increase the Credit for One Tier; Decrease the Fee and Increase the Credit for Midpoint Passive Liquidity Orders; Eliminate the Transaction Rate for Floor Broker Volume That “Steps Up” Over a Baseline Month and Increase a Related Fee for Floor Broker Transactions; Eliminate a Volume Tier and Decrease a Credit Related to Executions of Orders Sent to the Floor Broker That Add Liquidity on the Exchange; Increase a Volume Requirement and Corresponding Credit for Supplemental Liquidity Providers When Adding Liquidity in Assigned Securities; and Adjust the Pricing Related to the Retail Liquidity Program Under Rule 107C, 53475-53482 [2014-21355]
Download as PDF
Federal Register / Vol. 79, No. 174 / Tuesday, September 9, 2014 / Notices
control with such member.9 To the
extent two or more affiliated companies
maintain separate Nasdaq memberships
and can demonstrate their affiliation by
showing they control, are controlled by,
or are under common control with each
other, Nasdaq will permit such members
to count overall volume of the affiliates
in calculating volume. BATS does not
specify a specific percentage for such
aggregation in its rule. Nasdaq is
specifying 75 percent, similar to the
percentage applied to Options
Participants.
B. Self-Regulatory Organization’s
Statement on Burden on Competition
Nasdaq does not believe that the
proposed rule change will impose any
burden on competition not necessary or
appropriate in furtherance of the
purposes of the Act. The Exchange is
merely seeking to harmonize the
treatment of the aggregation of activity
of affiliated members for the purposes of
assessing charges or credits with those
rules contained in Chapter XV which
relate to options pricing. The Exchange
also believes that certain market
participants may be able to aggregate
because the standard is decreasing from
100 percent to 75 percent.
tkelley on DSK3SPTVN1PROD with NOTICES
C. Self-Regulatory Organization’s
Statement on Comments on the
Proposed Rule Change Received From
Members, Participants, or Others
No written comments were either
solicited or received.
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
Because the foregoing proposed rule
change does not: (i) significantly affect
the protection of investors or the public
interest; (ii) impose any significant
burden on competition; and (iii) become
operative for 30 days from the date on
which it was filed, or such shorter time
as the Commission may designate, it has
become effective pursuant to Section
19(b)(3)(A)(ii) of the Act 10 and
subparagraph (f)(6) of Rule 19b-4
thereunder.11
At any time within 60 days of the
filing of the proposed rule change, the
Commission summarily may
temporarily suspend such rule change if
it appears to the Commission that such
action is: (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.
9 See Securities Exchange Act Release No. 64211
(April 6, 2011), 76 FR 20414 (April 12, 2014) [sic]
(SR–BATS–2011–012).
10 15 U.S.C. 78s(b)(3)(a)(ii).
11 17 CFR 240.19b-4(f)(6).
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If the Commission takes such action, the
Commission shall institute proceedings
to determine whether the proposed rule
should be approved or disapproved. The
Exchange has provided the Commission
written notice of its intent to file the
proposed rule change, along with a brief
description and text of the proposed
rule change, at least five business days
prior to the date of filing of the
proposed rule change.
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 (https://www.sec.gov/
rules/sro.shtml); or
• Send an email to rule-comments@
sec.gov. Please include File Number SR–
NASDAQ–2014–083 on the subject line.
Paper Comments
• Send paper comments in triplicate
to Secretary, Securities and Exchange
Commission, 100 F Street, NE.,
Washington, DC 20549–1090.
All submissions should refer to File
Number SR–NASDAQ–2014–083. 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 (https://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
PO 00000
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53475
available publicly. All submissions
should refer to File Number SR–
NASDAQ–2014–083 and should be
submitted on or before September 30,
2014.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.12
Kevin M. O’ Neill,
Deputy Secretary.
[FR Doc. 2014–21360 Filed 9–8–14; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–72960; File No. SR–NYSE–
2014–46]
Self-Regulatory Organizations; New
York Stock Exchange LLC; Notice of
Filing and Immediate Effectiveness of
Proposed Rule Change Amending Its
Price List To Increase Certain Fees for
Executions at the Close; Simplify the
‘‘Tier Adding Credits’’ for Non-Floor
Brokers and Increase the Credit for
One Tier; Decrease the Fee and
Increase the Credit for Midpoint
Passive Liquidity Orders; Eliminate the
Transaction Rate for Floor Broker
Volume That ‘‘Steps Up’’ Over a
Baseline Month and Increase a Related
Fee for Floor Broker Transactions;
Eliminate a Volume Tier and Decrease
a Credit Related to Executions of
Orders Sent to the Floor Broker That
Add Liquidity on the Exchange;
Increase a Volume Requirement and
Corresponding Credit for
Supplemental Liquidity Providers
When Adding Liquidity in Assigned
Securities; and Adjust the Pricing
Related to the Retail Liquidity Program
Under Rule 107C
September 3, 2014.
Pursuant to Section 19(b)(1) 1 of the
Securities Exchange Act of 1934
(‘‘Act’’) 2 and Rule 19b–4 thereunder,3
notice is hereby given that on August
20, 2014, New York Stock Exchange
LLC (‘‘NYSE’’ or ‘‘Exchange’’) filed with
the Securities and Exchange
Commission (‘‘Commission’’) the
proposed rule change as described in
Items I, II, and III below, which Items
have been prepared by the selfregulatory organization. The
Commission is publishing this notice to
solicit comments on the proposed rule
change from interested persons.
12 17
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 15 U.S.C. 78a.
3 17 CFR 240.19b–4.
1 15
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Federal Register / Vol. 79, No. 174 / Tuesday, September 9, 2014 / Notices
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The Exchange proposes to amend its
Price List to (i) increase certain fees for
executions at the close; (ii) simplify the
‘‘Tier Adding Credits’’ for non-Floor
brokers and increase the credit for one
tier; (iii) decrease the fee and increase
the credit for Midpoint Passive
Liquidity (‘‘MPL’’) Orders that remove
and provide liquidity, respectively; (iv)
increase certain fees for non-Floor
broker transactions, including for
Designated Market Makers (‘‘DMMs’’),
that remove liquidity; (v) eliminate the
transaction rate for Floor broker volume
that ‘‘steps up’’ over a baseline month
and increase a related fee for Floor
broker transactions that remove
liquidity; (vi) eliminate a volume tier
and decrease a credit related to
executions of orders sent to the Floor
broker that add liquidity on the
Exchange; (vii) increase a volume
requirement and corresponding credit
for Supplemental Liquidity Providers
(‘‘SLPs’’) when adding liquidity in
assigned securities; and (viii) adjust the
pricing related to the Retail Liquidity
Program under Rule 107C. The
Exchange proposes to implement the fee
changes effective September 1, 2014.
The text of the proposed rule change is
available on the Exchange’s Web site at
www.nyse.com, at the principal office of
the Exchange, and at the Commission’s
Public Reference Room.
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
In its filing with the Commission, the
self-regulatory organization included
statements concerning the purpose of,
and basis for, the proposed rule change
and discussed any comments it received
on the proposed rule change. The text
of those statements may be examined at
the places specified in Item IV below.
The Exchange has prepared summaries,
set forth in sections A, B, and C below,
of the most significant parts of such
statements.
tkelley on DSK3SPTVN1PROD with NOTICES
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
Price List to (i) increase certain fees for
executions at the close; (ii) simplify the
‘‘Tier Adding Credits’’ for non-Floor
brokers and increase the credit for one
tier; (iii) decrease the fee and increase
the credit for MPL Orders that remove
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and provide liquidity, respectively; (iv)
increase certain fees for non-Floor
broker transactions, including for
DMMs, that remove liquidity; (v)
eliminate the transaction rate for Floor
broker volume that ‘‘steps up’’ over a
baseline month and increase a related
fee for Floor broker transactions that
remove liquidity; (vi) eliminate a
volume tier and decrease a credit related
to executions of orders sent to the Floor
broker that add liquidity on the
Exchange; (vii) increase a volume
requirement and corresponding credit
for SLPs when adding liquidity in
assigned securities; and (viii) adjust the
pricing related to the Retail Liquidity
Program under Rule 107C. The
Exchange proposes to implement the fee
changes effective September 1, 2014.
The proposed changes would only
apply to transactions in securities
priced $1.00 or more.
Executions at the Close
Other than for market at-the-close
(‘‘MOC’’) and limit at-the-close (‘‘LOC’’)
orders, the Exchange generally does not
charge for executions at the close,
including Floor broker executions swept
into the close. However, the Exchange
does charge $0.0002 per share to a
member organization that executes an
average daily volume (‘‘ADV’’) on the
Exchange during the billing month of at
least 1,000,000 shares in (i) executions
at the close (except MOC and LOC
orders), and/or (ii) Floor broker
executions swept into the close. The
Exchange proposes to increase this fee
to $0.0003 per share.
The Exchange currently charges
$0.00095 per share for all MOC and LOC
orders, except for those of certain
member organizations that are
particularly active with MOC and LOC
orders and other executions at the close.
Specifically, the Exchange currently
charges $0.00055 per share for all MOC
and LOC orders from any member
organization executing (i) an ADV of
MOC/LOC activity on the Exchange in
the month of at least 0.375% of
consolidated ADV (‘‘CADV’’) in NYSElisted securities during the billing
month (‘‘NYSE CADV’’); or (ii) an ADV
of MOC/LOC activity on the Exchange
in that month of at least 0.30% of NYSE
CADV plus an ADV of total close
activity (i.e., MOC/LOC and other
executions at the close) on the Exchange
in that month of at least 0.475% of
NYSE CADV. The Exchange proposes to
increase this fee to $0.00065 per share.
The Exchange also currently charges
$0.00050 per share for all MOC and LOC
orders from any member organization
executing an ADV of MOC/LOC activity
on the Exchange in the month of at least
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Fmt 4703
Sfmt 4703
0.575% of NYSE CADV. The Exchange
proposes to increase this fee to $0.00060
per share.
MPL Orders
An MPL Order is an undisplayed
limit order that automatically executes
at the mid-point of the best protected
bid (‘‘PBB’’) or best protected offer
(‘‘PBO’’), as such terms are defined in
Regulation NMS Rule 600(b)(57)
(together, ‘‘PBBO’’).4 The Exchange
currently charges a fee of $0.0026 per
share for executions of MPL Orders that
remove liquidity and provides a credit
of $0.0015 per share for executions of
MPL Orders that provide liquidity. The
Exchange proposes to decrease the MPL
Order fee to $0.0025 per share for
executions of MPL Orders that remove
liquidity and to increase the MPL Order
credit to $0.0020 per share for
executions of MPL Orders that provide
liquidity.
Non-Floor Broker Transactions
(Including DMMs)
The Exchange currently charges
$0.0026 per share for non-Floor broker
transactions that remove liquidity from
the Exchange, including those of DMMs.
The Exchange proposes to increase this
fee to $0.0027 per share (except for MPL
Orders, as described above).
The Exchange currently provides
member organizations with credits of
$0.0022, $0.0020, or $0.0017 per share
under the Tier 1, Tier 2, and Tier 3
Adding Credits, respectively, when
adding liquidity on the Exchange,
except that the credit is $0.0010 for a
Non-Displayed Reserve Order or
$0.0015 for an MPL Order under these
tiers. Member organizations must satisfy
various requirements related to, for
example, ‘‘Adding ADV’’ and MOC and
LOC activity in order to qualify for the
Tier 1, Tier 2, and Tier 3 Adding Credits
(collectively, ‘‘Tier Adding Credits’’).5
4 See
Rule 13. See also 17 CFR 242.600(b)(57).
qualify for the Tier 1 Adding Credit, (i) a
member organization must have an ADV of
executions that add liquidity in customer electronic
orders to the Exchange (‘‘Customer Electronic
Adding ADV,’’ which excludes any liquidity added
by a Floor broker, DMM, or SLP) during the billing
month that is at least 1.25% of NYSE CADV, and
must execute MOC and LOC orders of at least
0.12% of NYSE CADV; or (ii) the member
organization must have Customer Electronic
Adding ADV during the billing month that is at
least 0.85% of NYSE CADV, must execute MOC and
LOC orders of at least 0.12% of NYSE CADV, and
must either (a) add liquidity to the Exchange as an
SLP for all assigned SLP securities in the aggregate
(including shares of both an SLP proprietary trading
unit (‘‘SLP-Prop’’) and an SLP market maker
(‘‘SLMM’’) of the same member organization) of
more than 0.30% of NYSE CADV or (b) add
liquidity to the Exchange as a Floor broker of more
than 0.30% of NYSE CADV. To qualify for the Tier
2 Adding Credit, (i) a member organization must
5 To
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tkelley on DSK3SPTVN1PROD with NOTICES
The Exchange proposes to simplify and
streamline the qualification
requirements related to the Tier Adding
Credits, as follows:
• The Tier 1 Adding Credit would
apply to a member organization that (i)
has ADV that adds liquidity to the
Exchange during the billing month
(‘‘Adding ADV,’’ which would exclude
any liquidity added by a DMM) that is
at least 1.10% of NYSE CADV, and (ii)
executes MOC and LOC orders of at
least 0.12% of NYSE CADV. Instead of
two methods of qualifying for the Tier
1 Adding Credit, only the first existing
method would remain—the second
method, which applied three sets of
criteria, would be eliminated. The
concept of ‘‘Customer Electronic Adding
ADV’’ would be replaced with only the
simpler existing concept of ‘‘Adding
ADV,’’ which would continue to
exclude DMM volume, but which would
include SLP and Floor broker volume.
The applicable threshold of required
Adding ADV would be lowered, from
1.25% to 1.10% of NYSE CADV. The
applicable MOC/LOC threshold would
not change.
• The Tier 2 Adding Credit would
apply to a member organization that (i)
has Adding ADV of at least 0.75% of
NYSE CADV, and (ii) executes MOC and
LOC orders of at least 0.10% of NYSE
CADV or executes an ADV during the
billing month of at least one million
shares in Retail Price Improvements
Orders (‘‘RPIs,’’ which are discussed in
greater detail below under ‘‘Retail
Liquidity Program’’). Instead of three
methods of qualifying for the Tier 2
Adding Credit, only the second existing
method would remain—the first and
have Customer Electronic Adding ADV that is at
least 1.1% of NYSE CADV, and must execute MOC
and LOC orders of at least 0.375% of NYSE CADV;
(ii) the member organization (a) must have ADV
that adds liquidity to the Exchange during the
billing month (‘‘Adding ADV,’’ which excludes any
liquidity added by a DMM) that is at least 0.8% of
NYSE CADV, (b) must execute MOC and LOC
orders of at least 0.12% of NYSE CADV or execute
an ADV during the billing month of at least one
million shares in RPIs (as defined below related to
the Retail Liquidity Program), and (c) must add
liquidity to the Exchange as an SLP for all assigned
SLP securities in the aggregate (including shares of
both an SLP Prop and SLMM of the same member
organization) of more than 0.15% of NYSE CADV;
or (iii) the member organization must have
Customer Electronic Adding ADV during the billing
month that is at least 0.5% of NYSE CADV, must
execute MOC and LOC orders of at least 0.12% of
NYSE CADV, and must have Customer Electronic
Adding ADV during the billing month that, taken
as a percentage of NYSE CADV, is at least equal to
the member organization’s Customer Electronic
Adding ADV during September 2012 as a
percentage of NYSE CADV during September 2012
plus 15%.
To qualify for the Tier 3 Adding Credit, a member
organization must have Adding ADV that is at least
0.20% of NYSE CADV and must execute MOC and
LOC orders of at least 0.10% of NYSE CADV.
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third methods would be eliminated. The
applicable threshold of required Adding
ADV would be lowered, from 0.80% to
0.75% of NYSE CADV. The applicable
threshold of required MOC/LOC activity
would also be lowered, from 0.12% to
0.10% of NYSE CADV. The existing
optional threshold related to adding
liquidity as an SLP in assigned
securities also would be eliminated.
• The Tier 3 Adding Credit is already
fairly straightforward in terms of
qualification requirements, and would
apply to a member organization that (i)
has Adding ADV of at least 0.35% of
NYSE CADV, and (ii) executes MOC and
LOC orders of at least 0.05% of NYSE
CADV. The applicable threshold of
required Adding ADV would be raised,
from 0.20% to 0.35% of NYSE CADV.
The applicable threshold of required
MOC/LOC activity would be lowered,
from 0.10% to 0.05% of NYSE CADV.
The Exchange proposes increase the
credit for the Tier 3 Adding Credit from
$0.0017 to $0.0018 per share; the Tier 1
and Tier 2 Adding Credits ($0.0022 and
$0.0020 per share, respectively) would
not change.
Floor Broker Transactions
The Exchange currently charges
$0.0005 or $0.0015 per share for certain
Floor broker Discretionary e-Quotes (‘‘dQuotes’’) that remove liquidity. The
Exchange charges $0.0023 per share (or
$0.0026 if an MPL Order) for all other
Floor broker transactions that remove
liquidity from the Exchange, unless the
member organization executes an ADV
in Floor broker transactions in the
month that is at least 10% more than its
May 2013 ADV for Floor broker
transactions, in which case the charge is
$0.0021 per share (or $0.0026 if an MPL
Order). The Exchange proposes to
eliminate the rate related to Floor broker
ADV that ‘‘steps up’’ over its May 2013
ADV. The Exchange also proposes to
increase the $0.0023 per share fee (or
$0.0026 if an MPL Order) for Floor
broker transactions that take liquidity
from the Exchange, to $0.0024 per share
(or $0.0025 if an MPL Order, as
proposed above).
The Exchange currently provides a
per share credit for executions of orders
sent to a Floor broker for representation
on the Exchange when adding liquidity
to the Exchange if the member
organization has an ADV that adds
liquidity to the Exchange by a Floor
broker during the billing month that is
at least equal to certain thresholds. The
Exchange proposes to increase the first
threshold of 2,000,000 shares ADV to
2,500,000 shares ADV in order to
qualify for the existing credit of $0.0020
per share (or $0.0020 if an MPL Order,
PO 00000
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53477
as proposed above). The Exchange
proposes to eliminate the second
threshold of 4,000,000 shares ADV and
the corresponding credit of $0.0021. The
Exchange proposes to decrease the third
threshold of 14,000,000 shares ADV to
12,000,000 shares ADV and decrease the
corresponding credit of $0.0023 per
share to $0.0022 (or $0.0020 if an MPL
Order, as proposed above).
SLP Transactions
The Exchange currently provides a
per share credit to SLPs of $0.0025 per
share (or $0.0020 if a Non-Displayed
Reserve Order or $0.0015 if an MPL
Order) when adding liquidity to the
Exchange if the SLP (i) meets the 10%
average or more quoting requirement in
an assigned security pursuant to NYSE
Rule 107B and (ii) adds liquidity for all
assigned SLP securities in the aggregate
of an ADV of more than 0.30% of NYSE
CADV. The Exchange proposes to
increase the latter threshold from 0.30%
to 0.35% and to increase the
corresponding credit from $0.0025 to
$0.0026. The Exchange also proposes to
similarly increase the rate for NonDisplayed Reserve Orders by $0.0001,
from $0.0020 to $0.0021. The MPL
Order rate would increase to $0.0020, as
proposed above.
Retail Liquidity Program
The Retail Liquidity Program is a pilot
program that is designed to attract
additional retail order flow to the
Exchange for NYSE-listed securities
while also providing the potential for
price improvement to such order flow.6
Retail order flow is submitted through
the Retail Liquidity Program as a
distinct order type called a ‘‘Retail
Order,’’ which is defined in Rule
107C(a)(3) 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’’),
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.7
In addition to RMOs, Retail Liquidity
Providers (‘‘RLPs’’) were created as an
additional class of market participant
6 See Rule 107C. See also Securities Exchange Act
Release No. 67347 (July 3, 2012), 77 FR 40673 (July
10, 2012) (SR–NYSE–2011–55). The Exchange also
proposes a non-substantive change to correct a
typographical error in references to Rule 107C in
the Price List.
7 RMO is defined in Rule 107C(a)(2) as a member
organization (or a division thereof) that has been
approved by the Exchange under Rule 107C to
submit Retail Orders.
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Federal Register / Vol. 79, No. 174 / Tuesday, September 9, 2014 / Notices
under the Retail Liquidity Program.
RLPs are required to provide potential
price improvement for Retail Orders in
the form of ‘‘RPIs,’’ which are nondisplayed interest that is better than the
PBBO.8 Member organizations other
than RLPs are also permitted, but not
required, to submit RPIs.
RLP executions of RPIs against Retail
Orders are not currently charged or
provided with a credit (i.e., they are
free) if the RLP satisfies the applicable
percentage requirement of Rule 107C.
The Exchange proposes to instead
provide a credit of $0.0003 per share.
RPIs of an RLP that does not satisfy the
applicable percentage requirement of
Rule 107C would remain subject to the
existing fee of $0.0003 per share.
A fee of $0.0003 per share also
currently applies to non-RLP member
organization executions of RPIs against
Retail Orders, unless the non-RLP
member organization executes an ADV
during the month of at least 500,000
shares of RPIs, in which case no charge
or credit applies (i.e., the execution is
free). The Exchange proposes to instead
provide a credit of $0.0003 per share to
such RPI executions if the non-RLP
member organization satisfies the
500,000 ADV threshold.
RMOs currently receive a credit of
$0.0005 per share for executions of
Retail Orders if executed against RPIs or
MPL Orders.9 The Exchange proposes to
eliminate this credit so that such Retail
Order executions would be free (i.e., no
credit or charge).10
The proposed change is not otherwise
intended to address any other issues,
and the Exchange is not aware of any
problems that member organizations
would have in complying with the
proposed change.
tkelley on DSK3SPTVN1PROD with NOTICES
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 6(b)(5) of the Act,12 in
particular, because it provides for the
equitable allocation of reasonable dues,
8 RLP is defined in Rule 107C(a)(1) as a member
organization that is approved by the Exchange to act
as such and that is required to submit RPIs in
accordance with Rule 107C. RPI is defined in Rule
107C(a)(4) and consists of non-displayed interest in
NYSE-listed securities that is priced better than the
PBBO by at least $0.001 and that is identified as
such.
9 Retail Orders are otherwise charged according to
standard fees applicable to non-Retail Orders if
executed against the Book.
10 The Exchange would continue to charge an
RMO according to standard fee applicable to nonRetail Orders for a Retail Order that executes
against the Book.
11 15 U.S.C. 78f(b).
12 15 U.S.C. 78f(b)(4) and (5).
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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.
Executions at the Close
The Exchange believes that the
proposed fee increases for certain
executions at the close are reasonable.
The Exchange’s closing auction is a
recognized industry benchmark,13 and
member organizations receive a
substantial benefit from the Exchange in
obtaining high levels of executions at
the Exchange’s closing price on a daily
basis.
The Exchange believes that it is
equitable and not unfairly
discriminatory to increase fees for
executions at the close (other than MOC
and LOC orders) and Floor broker
executions swept into the close for a
member organization that executes an
ADV of at least 1,000,000 of such
executions on a combined basis because
member organizations that reach this
ADV threshold are generally larger
member organizations that are deriving
a substantial benefit from this high
volume of closing executions.
Nonetheless, the Exchange must
continue to encourage liquidity from
multiple sources. Allowing member
organizations with execution volumes
below 1,000,000 shares to continue to
obtain executions at the close at no
charge encourages them to continue to
send orders to the Exchange for the
closing auction. The Exchange believes
that its proposal would equitably
balance these interests and continue to
encourage order flow from multiple
sources, which helps to maintain the
quality of the Exchange’s closing
auctions for the benefit of all market
participants.
With respect to the increased fees for
member organizations that execute
higher volumes of MOC and LOC orders
and other activity at the close, the
Exchange believes that the proposed
rates are reasonable because they are
still below the $0.00095 rate that would
otherwise apply to MOC and LOC
orders. As such, the Exchange believes
that the fees would continue to
encourage member organizations to
provide higher volumes of MOC and
LOC orders and other close activity,
which contributes to the quality of the
Exchange’s closing auction and provides
market participants with a greater
opportunity for execution as a result of
such increased activity. In this regard,
13 For example, the pricing and valuation of
certain indices, funds, and derivative products
require primary market prints.
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the Exchange continues to believe that
it is equitable and not unfairly
discriminatory to charge a lower fee to
member organizations that make
significant contributions to market
quality by providing higher volumes of
liquidity, especially at the close, which
benefits all market participants.
The Exchange also believes that the
proposed increases to these particular
fees for closing executions are
reasonable because certain other
changes to transaction rates proposed
herein may offset these increases (e.g.,
an increased Tier 3 Adding Credit,
lower qualification thresholds for the
Tier 1 and Tier 2 Adding Credits, and
lower (higher) fees (credits) for
removing (adding) liquidity with MPL
Orders). The proposed rates are also
reasonable, in that they are consistent
with, and in some cases lower than,
applicable closing rates on the NASDAQ
Stock Market, LLC (‘‘NASDAQ’’).14 For
example, the default fee for executions
in NASDAQ’s ‘‘Closing Cross’’ is
$0.0003 per share, which is identical to
the rate proposed herein. Regarding
MOC and LOC orders, the default fee for
executions in NASDAQ’s Closing Cross
is $0.0015 per share, which is higher
than the default rate of $0.00095 on the
Exchange. The lowest MOC/LOC fee on
NASDAQ is $0.0008 per share, which,
again, is higher than the both the
$0.00060 and $0.00065 rates proposed
herein. This aspect of the proposed
change also is equitable and not unfairly
discriminatory because all similarly
situated member organizations would
pay the same rate, as is currently the
case, and because all member
organizations would be eligible to
qualify for the rate by satisfying the
related thresholds, where applicable.
MPL Orders
The Exchange introduced the MPL
Order and related fees and credits in
January 2014.15 The Exchange increased
the MPL Order fee by $0.0001 for
executions of MPL Orders that remove
liquidity, to the current rate of $0.0026
per share, shortly thereafter, in March
2014, but maintained the original credit
rate of $0.0015 per share for executions
of MPL Orders that provide liquidity
that currently exists in the Price List.16
After several months of member
organization activity using MPL Orders,
the Exchange now believes that a
decrease to the applicable fee and
14 See,
e.g., NASDAQ Rule 7018(d).
Securities Exchange Act Release No. 71452
(January 31, 2014), 79 FR 7267 (February 6, 2014)
(SR–NYSE–2014–05).
16 See Securities Exchange Act Release No. 71684
(March 11, 2014), 79 FR 14758 (March 17, 2014)
(SR–NYSE–2014–09).
15 See
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increase to the applicable credit are
reasonable. These changes should
encourage additional utilization of MPL
Orders on the Exchange. MPL Orders
provide opportunities for market
participants to interact with orders
priced at the midpoint of the PBBO,
thus providing price improving
liquidity to market participants and
increasing the quality of order execution
on the Exchange’s market, which
benefits all market participants.
MPL Orders are not be [sic] eligible
for any tiered or additional credits or
reduced fees, even if the MPL Orders
contribute to a member organization
qualifying for such pricing. The
Exchange therefore also believes that the
proposed pricing is reasonable because,
even though the $0.0025 fee would be
lower than the $0.0027 fee proposed for
other non-Floor broker executions that
remove liquidity, the fee for MPL Order
executions of a member organization
that removes liquidity would remain
constant, even if a member organization
qualifies for tiered or volume-based
pricing.
The resulting fee also is reasonable
because it would be lower than the rates
on NASDAQ.17 For example, NASDAQ
charges $0.0027 per share to execute
against resting midpoint liquidity,
which is greater than both the existing
$0.0026 per share rate and the proposed
$0.0025 per share rate that would apply
to MPL Orders. The resulting credit is
reasonable because it would be within
the range of credits that are available on
NASDAQ for midpoint liquidity—
currently between $0.0014 and $0.0020
per share.
The proposed change is equitable and
not unfairly discriminatory because
MPL Orders increase the quality of
order execution on the Exchange’s
market, which benefits all market
participants. The Exchange also believes
that the proposed changes are equitable
and not unfairly discriminatory because
all market participants—customers,
Floor brokers, DMMs, and SLPs—may
use MPL Orders on the Exchange and
because all market participants that use
MPL Orders would be subject to the
same fee or credit, as is currently the
case.
Non-Floor Broker Transactions
(Including DMMs)
The Exchange believes that the
proposed fee increase for non-Floor
broker transactions that remove
liquidity is reasonable because nonFloor brokers would continue to receive
credits for their transactions that
provide liquidity on the Exchange,
17 See
supra note 14.
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including (i) for member organizations
that add liquidity that satisfies certain
thresholds under the Tier Adding
Credits, (ii) for DMMs under the DMM
credits, and (iii) for MPL Orders under
various pricing categories in the Price
List. In this regard, the changes
proposed to the Tier Adding Credits
would result in lower qualification
thresholds for the Tier 1 and Tier 2
Adding Credits and would result in both
higher and lower qualification
thresholds for the Tier 3 Adding Credit,
with a higher corresponding Tier 3
Adding Credit rate. The resulting fee
also is reasonable because it would
continue to be consistent with, and in
some cases lower than, the applicable
rate on NASDAQ.18 For example, the
standard fee for removing liquidity from
NASDAQ in both NASDAQ-listed and
NYSE-listed securities is $0.0030 per
share, which is higher than the $0.0027
per share proposed herein.
The proposed changes to the
qualifications for the Tier Adding
Credits are reasonable because they
would simplify the applicable
requirements. Member organizations
could more easily track whether their
activity will satisfy the applicable
thresholds. With respect to the Tier 1
and 2 Adding Credits, the applicable
thresholds would be decreased, which
is reasonable because it would
encourage member organizations to add
liquidity to the Exchange at levels that
would qualify the member organization
for the corresponding credits (i.e.,
$0.0022 or $0.0020 per share,
respectively). The Exchange believes
that maintaining the RPI method of
qualifying, as an alternative to MOC/
LOC activity, is reasonable because it
would continue to provide member
organizations with an alternative way in
which to qualify for the credit, thereby
encouraging member organizations to
provide higher volumes of RPIs, which
will continue to contribute to the
quality of the Exchange’s market,
particularly for retail investors, by way
of additional price-improved interest on
the Exchange available for execution.
Regarding the Tier 3 Adding Credit, the
applicable Adding ADV threshold
would increase, while the MOC/LOC
threshold would decrease. On balance,
the Exchange believes that qualification
requirements for the Tier 3 Adding
Credit are reasonable in light of the
proposed increase to the corresponding
credit (i.e., from $0.0017 to $0.0018 per
share). Continuing to exclude DMM
volume from Adding ADV, but
including SLP and Floor broker volume,
is reasonable because it would
18 Id.
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53479
contribute further to member
organizations qualifying for the Tier
Adding Credits. This aspect of the
proposed change also is equitable and
not unfairly discriminatory because all
similarly situated member organizations
would pay the same rate, as is currently
the case, and because all member
organizations would be eligible to
qualify for the rate by satisfying the
related thresholds.
Floor Broker Transactions
The Exchange believes that it is
reasonable to eliminate the rate related
to Floor broker ADV that ‘‘steps up’’
over its May 2013 ADV because member
organizations have not increased their
activity to qualify for this rate as
significantly as the Exchange
anticipated they would. The Exchange
believes that this is equitable and not
unfairly discriminatory because the rate
would be eliminated entirely and
because member organizations would
remain able to qualify for other existing
pricing in the Price List. This aspect of
the proposed change would therefore
result in a more streamlined Price List.
The Exchange believes that the
changes proposed to the tiered credits
for executions of orders sent to a Floor
broker for representation on the
Exchange are reasonable because they
would encourage additional displayed
liquidity on the Exchange. This would
also encourage the execution of such
transactions on a public exchange,
thereby promoting price discovery and
transparency. The Exchange believes the
proposed changes are equitable and not
unfairly discriminatory because they
would continue to encourage member
organizations to send orders to the Floor
for execution, thereby contributing to
robust levels of liquidity on the Floor,
which benefits all market participants.
This is equitable and not unfairly
discriminatory because those member
organizations that make significant
contributions to market quality and that
contribute to price discovery by
providing higher volumes of liquidity
would continue to be allocated a higher
credit.
The Exchange believes that any
member organizations that may
currently be qualifying under the
existing thresholds could qualify for the
remaining two thresholds based on the
levels of activity sent to Floor brokers.
Moreover, the qualification requirement
for the highest credit would be lowered,
and the resulting lower credit would
reflect the lower qualification
requirement. The Exchange introduced
these Floor broker tiered credits in early
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2014.19 The Exchange now believes that
elimination of the current 4,000,000
share ADV tier would encourage higher
levels of activity in order to qualify for
the credit of $0.0022 per share (i.e., by
satisfying the 12,000,000 share ADV
threshold). This aspect of the proposed
change also is equitable and not unfairly
discriminatory because all similarly
situated member organizations would
pay the same rate, as is currently the
case, and because all member
organizations would be eligible to
qualify for the rate by satisfying the
related thresholds.
The Exchange believes that it is
reasonable to increase the fee, from
$0.0023 to $0.0024 per share, for Floor
broker transactions that remove
liquidity from the Exchange because the
proposed new rate is designed to strike
a balance between the fees and credits
offered by the Exchange for removing
and providing liquidity, respectively. In
this regard, despite the increase in this
fee, member organizations would be
eligible to qualify for the proposed Floor
broker adding credit of $0.0022 by
satisfying the 12,000,000 share ADV
threshold described above, which is
2,000,000 million shares less than the
current threshold. This proposed rate of
$0.0024 per share would also continue
to be set at a level that is below the rate
for transactions of non-Floor brokers
that remove liquidity (i.e., $0.0027 per
share, as described above), which is
reasonable because it would encourage
member organizations to continue to
send orders to the Floor for execution.
SLP Transactions
The Exchange believes that the
proposed change related to SLP
transactions is reasonable because it
would require that an SLP add a greater
amount of liquidity in its assigned
securities, but qualifying SLPs would
also receive a higher credit for these
transactions. This would create an
added incentive for SLPs to provide
liquidity in assigned securities. This is
reasonable because the added incentive
created by the availability of the higher
credit is reasonably related to an SLP’s
liquidity obligations on the Exchange
and the value to the Exchange’s market
quality associated with higher volumes.
The corresponding $0.0001 increase in
the credit applicable to Non-Displayed
Reserve Orders, from $0.0020 to
$0.0021, also is reasonable because it
would maintain the existing $0.0005
difference between these order types
and the otherwise applicable SLP credit
(excluding MPL orders). The proposed
changes also are equitable and not
19 See
supra note 16.
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Jkt 232001
unfairly discriminatory because all
similarly situated SLPs would pay the
same rate, as is currently the case, and
because all such member organizations
would be eligible to qualify for the rate
by satisfying the related thresholds,
where applicable.
Retail Liquidity Program
The Exchange believes that the
proposed changes to the rates under the
Retail Liquidity Program are reasonable.
The Exchange originally introduced the
existing rates approximately two years
ago.20 At that time, the Exchange stated
that, because the Retail Liquidity
Program was a pilot program, the
Exchange anticipated that it would
periodically review applicable pricing
to seek to ensure that it contributes to
the goal of the Retail Liquidity Program,
which is designed to attract additional
retail order flow to the Exchange for
NYSE-listed securities while also
providing the potential for price
improvement to such order flow. The
proposed new rates are a result of this
review.
The Exchange believes that providing
a credit of $0.0003 per share for RLP
executions of RPIs against Retail Orders
if the RLP satisfies the applicable
percentage requirement of Rule 107C is
reasonable because it would further
incentivize member organizations to
become RLPs and therefore could result
in greater price improvement for Retail
Orders. Providing a credit of $0.0003
per share for non-RLP member
organization executions of RPIs against
Retail Orders if the non-RLP member
organization executes an ADV during
the month of at least 500,000 shares of
RPIs also is reasonable because it would
incentivize such non-RLPs to submit
RPIs for interaction with Retail Orders.
The Retail Order credit was designed
to create a financial incentive for RMOs
to bring additional retail order flow to
a public market during the initial
implementation of the Retail Liquidity
Program. Despite the elimination of the
credit, RMOs, and indirectly their
customers, would continue to receive
significant benefits in the form of price
improvement by interacting with RPIs.
Additionally, Retail Order executions
are always considered to remove
liquidity, whether against contra-side
interest in the Retail Liquidity Program
or against the Book.21 Orders that
20 See Securities Exchange Act Release No. 67529
(July 27, 2012), 77 FR 46137 (August 2, 2012) (SR–
NYSE–2012–30).
21 A Retail Order is an Immediate or Cancel
Order. See Rule 107C(a)(3). See also Rule 107C(k)
for a description of the manner in which a member
or member organization may designate how a Retail
PO 00000
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remove liquidity are generally charged a
fee according to the Price List, but Retail
Orders would continue to be subject to
alternative pricing (i.e., no charge rather
than a fee) that would continue to
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 relying
on certain available off-exchange
execution methods).
The Exchange notes that a significant
percentage of the orders of individual
investors are executed over-thecounter.22 While the Exchange believes
that markets and price discovery
optimally function through the
interactions of diverse flow types, it also
believes that growth in internalization
has required differentiation of retail
order flow from other order flow types.
The proposed new rates would be set at
levels that would continue to reasonably
incentivize RMOs to direct Retail Orders
to the Exchange and would contribute to
robust amounts of RPI liquidity
submitted by RMOs and non-RMO
member organizations being available
for interaction with the Retail Orders.
Together, this would increase the pool
of robust liquidity available on the
Exchange, thereby contributing to the
quality of the Exchange’s market and to
the Exchange’s status as a premier
destination for liquidity and order
execution. The Exchange believes that,
because Retail Orders are likely to
reflect long-term investment intentions,
they promote price discovery and
dampen volatility. Accordingly, the
presence of Retail Orders on the
Exchange has the potential to benefit all
market participants. For this reason, the
Exchange believes that the proposed
pricing is equitable and not unfairly
Order will interact with available contra-side
interest.
22 See Concept Release on Equity Market
Structure, Securities Exchange Act Release No.
61358 (January 14, 2010), 75 FR 3594 (January 21,
2010) (‘‘Concept Release’’) (noting that dark pools
and internalizing broker-dealers executed
approximately 25.4% of share volume in September
2009). See also Mary Jo White, Focusing on
Fundamentals: The Path to Address Equity Market
Structure (Speech at the Security Traders
Association 80th Annual Market Structure
Conference, Oct. 2, 2013) (available on the
Commission’s Web site) (‘‘White Speech’’); Mary L.
Schapiro, Strengthening Our Equity Market
Structure (Speech at the Economic Club of New
York, Sept. 7, 2010) (available on the Commission’s
Web site) (‘‘Schapiro Speech’’). In her speech, Chair
White noted a steadily increasing percentage of
trading that occurs in ‘‘dark’’ venues, which appear
to execute more than half of the orders of long-term
investors. Similarly, in her speech, only three years
earlier, Chair Schapiro noted that nearly 30 percent
of volume in U.S.-listed equities was executed in
venues that do not display their liquidity or make
it generally available to the public and the
percentage was increasing nearly every month.
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the Exchange, thereby promoting
competition.
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 member
organizations or competing order
execution venues to maintain their
competitive standing in the financial
markets.
B. Self-Regulatory Organization’s
Statement on Burden on Competition
tkelley on DSK3SPTVN1PROD with NOTICES
discriminatory and would continue to
encourage greater retail participation on
the Exchange.
The pricing proposed herein, like the
Retail Liquidity Program itself, is not
designed to permit unfair
discrimination, but instead to 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 operating a
program such as the Retail Liquidity
Program on an exchange market, and the
pricing related thereto, would result in
better prices for retail investors. 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 deepening the
Exchange’s liquidity pool, supporting
the quality of price discovery,
promoting market transparency and
improving investor protection.
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.
No written comments were solicited
or received with respect to the proposed
rule change.
In accordance with Section 6(b)(8) of
the Act,23 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 encourage the submission
of additional liquidity to a public
exchange, thereby promoting price
discovery and transparency and
enhancing order execution
opportunities for member organizations.
The Exchange believes that this could
promote competition between the
Exchange and other execution venues,
including those that currently offer
similar order types and comparable
transaction pricing, by encouraging
additional orders to be sent to the
Exchange for execution. The Exchange
also believes that the proposed rule
change is consistent with the Act in this
regard, because it strikes an appropriate
balance between fees and credits, which
will encourage submission of orders to
C. Self-Regulatory Organization’s
Statement on Comments on the
Proposed Rule Change Received From
Members, Participants, or Others
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) 24 of the Act and
subparagraph (f)(2) of Rule 19b–4 25
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)– 26 of the Act
to determine whether the proposed rule
24 15
U.S.C. 78s(b)(3)(A).
CFR 240.19b–4(f)(2).
26 15 U.S.C. 78s(b)(2)(B).
25 17
23 15
U.S.C. 78f(b)(8).
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53481
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 (https://www.sec.gov/
rules/sro.shtml); or
• Send an email to rule-comments@
sec.gov. Please include File Number SR–
NYSE–2014–46 on the subject line.
Paper Comments
• Send paper comments in triplicate
to Secretary, Securities and Exchange
Commission, 100 F Street NE.,
Washington, DC 20549–1090.
All submissions should refer to File
Number SR–NYSE–2014–46. 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 (https://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. Copies of
the filing will also be available for Web
site viewing and printing 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–NYSE–
2014–46 and should be submitted on or
before September 30, 2014.
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For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.27
Kevin M. O’Neill,
Deputy Secretary.
[FR Doc. 2014–21355 Filed 9–8–14; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–72972; File No. SR–
NYSEMKT–2014–71]
Self-Regulatory Organizations; NYSE
MKT LLC; Notice of Filing and
Immediate Effectiveness of Proposed
Rule Change Amending the NYSE MKT
Equities Price List and, through NYSE
Amex Options LLC Amending the
NYSE Amex Options Fee Schedule To
Establish Billing Practices with
Respect to Billing Disputes
September 3, 2014.
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
21, 2014, NYSE MKT LLC (the
‘‘Exchange’’ or ‘‘NYSE MKT’’) 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.
tkelley on DSK3SPTVN1PROD with NOTICES
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The Exchange proposes to amend the
NYSE MKT Equities Price List (‘‘Price
List’’) and, through NYSE Amex
Options LLC (‘‘NYSE Amex Options’’),
to amend the NYSE Amex Options Fee
Schedule (‘‘Fee Schedule’’ and, together
with the Price List, ‘‘Fee Schedules’’), to
establish a billing practice with respect
to billing disputes. 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
CFR 200.30–3(a)(12).
U.S.C.78s(b)(1).
2 15 U.S.C. 78a.
3 17 CFR 240.19b–4.
1 15
20:34 Sep 08, 2014
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 Schedules to establish a billing
practice to prevent members4 from
contesting their bills long after they
have been sent an invoice. In
accordance with the proposed rule
change, members must submit all
disputes no later than sixty calendar
days after receipt of an Exchange
invoice. After sixty calendar days, all
fees assessed by the Exchange will be
considered final. The Exchange
provides members with both daily and
monthly fee reports and thus believes
members should be aware of any
potential billing errors within sixty
calendar days of receiving an invoice.
Requiring that members dispute an
invoice within this time period will
encourage them to review their invoices
promptly so that any disputed charges
can be addressed in a timely manner
while the information and data
underlying those charges (e.g.,
applicable fees and trade, to remove
impediments to and perfect the
mechanism of a free and open market
and a national market system, and, in
general, to protect investors and the
public interest.
The Exchange believes the
requirement to submit all billing
disputes in writing, and with supporting
documentation, within sixty calendar
days from receipt of the invoice, is
reasonable in the public interest because
the Exchange provides ample tools to
properly and swiftly monitor and
account for various charges incurred in
a given month. Also, the proposal is
equitable because it applies equally to
all members. The proposed provision
regarding fee disputes in the Fee
Schedules promotes the protection of
investors and the public interest by
providing a clear and concise
mechanism in Exchange Rules for
4 For the purposes of this filing, for NYSE MKT
Equities, the term ‘‘members’’ refers to ‘‘member
organization’’ as defined in Rule 2(b)—Equities, and
for NYSE Amex Options, the term ‘‘members’’ refers
to ‘‘ATP Holder’’ as defined in Rule 900.2NY(5).
27 17
VerDate Mar<15>2010
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.
Jkt 232001
PO 00000
Frm 00077
Fmt 4703
Sfmt 4703
members to dispute fees and for the
Exchange to review such disputes in a
timely manner. In addition, the
proposed 60-day limitation is fair and
equitable because it will be
implemented prospectively on all
members, only applying to invoices
issued after the proposed rule change
becomes operative. Moreover, the
proposed billing dispute language,
which will lower the Exchange’s
administrative burden, is substantially
similar to billing dispute language
adopted by other exchanges.10
B. Self-Regulatory Organization’s
Statement on Burden on Competition
In accordance with Section 6(b)(8) of
the Act,11 the Exchange does not believe
that the proposed rule change will
impose any burden on intermarket or
intramarket competition that is not
necessary or appropriate in furtherance
of the purposes of the Act. As stated
above, the proposed rule change, which
applies equally to all members, is
intended to reduce the Exchange’s
administrative burden, and is
substantially similar to rules adopted by
other exchanges. Because the Exchange
does not propose any substantive
changes regarding fees applicable to
members, the proposal does not impose
any burden on competition.
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 Exchange has filed the proposed
rule change pursuant to Section
19(b)(3)(A)(iii) of the Act 12 and Rule
19b–4(f)(6) thereunder.13 Because the
proposed rule change does not: (i)
significantly affect the protection of
investors or the public interest; (ii)
impose any significant burden on
competition; and (iii) become operative
prior to 30 days from the date on which
it was filed, or such shorter time as the
Commission may designate, if
consistent with the protection of
investors and the public interest, the
proposed rule change has become
effective pursuant to Section 19(b)(3)(A)
10 See
supra note 5.
U.S.C. 78f(b)(8).
12 15 U.S.C. 78s(b)(3)(A)(iii).
13 17 CFR 240.19b–4(f)(6).
11 15
E:\FR\FM\09SEN1.SGM
09SEN1
Agencies
[Federal Register Volume 79, Number 174 (Tuesday, September 9, 2014)]
[Notices]
[Pages 53475-53482]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2014-21355]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-72960; File No. SR-NYSE-2014-46]
Self-Regulatory Organizations; New York Stock Exchange LLC;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change
Amending Its Price List To Increase Certain Fees for Executions at the
Close; Simplify the ``Tier Adding Credits'' for Non-Floor Brokers and
Increase the Credit for One Tier; Decrease the Fee and Increase the
Credit for Midpoint Passive Liquidity Orders; Eliminate the Transaction
Rate for Floor Broker Volume That ``Steps Up'' Over a Baseline Month
and Increase a Related Fee for Floor Broker Transactions; Eliminate a
Volume Tier and Decrease a Credit Related to Executions of Orders Sent
to the Floor Broker That Add Liquidity on the Exchange; Increase a
Volume Requirement and Corresponding Credit for Supplemental Liquidity
Providers When Adding Liquidity in Assigned Securities; and Adjust the
Pricing Related to the Retail Liquidity Program Under Rule 107C
September 3, 2014.
Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of
1934 (``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby given
that on August 20, 2014, New York Stock Exchange LLC (``NYSE'' or
``Exchange'') filed with the Securities and Exchange Commission
(``Commission'') the proposed rule change as described in Items I, II,
and III below, which Items have been prepared by the self-regulatory
organization. The Commission is publishing this notice to solicit
comments on the proposed rule change from interested persons.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ 15 U.S.C. 78a.
\3\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------
[[Page 53476]]
I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange proposes to amend its Price List to (i) increase
certain fees for executions at the close; (ii) simplify the ``Tier
Adding Credits'' for non-Floor brokers and increase the credit for one
tier; (iii) decrease the fee and increase the credit for Midpoint
Passive Liquidity (``MPL'') Orders that remove and provide liquidity,
respectively; (iv) increase certain fees for non-Floor broker
transactions, including for Designated Market Makers (``DMMs''), that
remove liquidity; (v) eliminate the transaction rate for Floor broker
volume that ``steps up'' over a baseline month and increase a related
fee for Floor broker transactions that remove liquidity; (vi) eliminate
a volume tier and decrease a credit related to executions of orders
sent to the Floor broker that add liquidity on the Exchange; (vii)
increase a volume requirement and corresponding credit for Supplemental
Liquidity Providers (``SLPs'') when adding liquidity in assigned
securities; and (viii) adjust the pricing related to the Retail
Liquidity Program under Rule 107C. The Exchange proposes to implement
the fee changes effective September 1, 2014. The text of the proposed
rule change is available on the Exchange's Web site at www.nyse.com, at
the principal office of the Exchange, and at the Commission's Public
Reference Room.
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, the self-regulatory organization
included statements concerning the purpose of, and basis for, the
proposed rule change and discussed any comments it received on the
proposed rule change. The text of those statements may be examined at
the places specified in Item IV below. The Exchange has prepared
summaries, set forth in sections A, B, and C below, of the most
significant parts of such statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule Change
1. Purpose
The Exchange proposes to amend its Price List to (i) increase
certain fees for executions at the close; (ii) simplify the ``Tier
Adding Credits'' for non-Floor brokers and increase the credit for one
tier; (iii) decrease the fee and increase the credit for MPL Orders
that remove and provide liquidity, respectively; (iv) increase certain
fees for non-Floor broker transactions, including for DMMs, that remove
liquidity; (v) eliminate the transaction rate for Floor broker volume
that ``steps up'' over a baseline month and increase a related fee for
Floor broker transactions that remove liquidity; (vi) eliminate a
volume tier and decrease a credit related to executions of orders sent
to the Floor broker that add liquidity on the Exchange; (vii) increase
a volume requirement and corresponding credit for SLPs when adding
liquidity in assigned securities; and (viii) adjust the pricing related
to the Retail Liquidity Program under Rule 107C. The Exchange proposes
to implement the fee changes effective September 1, 2014. The proposed
changes would only apply to transactions in securities priced $1.00 or
more.
Executions at the Close
Other than for market at-the-close (``MOC'') and limit at-the-close
(``LOC'') orders, the Exchange generally does not charge for executions
at the close, including Floor broker executions swept into the close.
However, the Exchange does charge $0.0002 per share to a member
organization that executes an average daily volume (``ADV'') on the
Exchange during the billing month of at least 1,000,000 shares in (i)
executions at the close (except MOC and LOC orders), and/or (ii) Floor
broker executions swept into the close. The Exchange proposes to
increase this fee to $0.0003 per share.
The Exchange currently charges $0.00095 per share for all MOC and
LOC orders, except for those of certain member organizations that are
particularly active with MOC and LOC orders and other executions at the
close. Specifically, the Exchange currently charges $0.00055 per share
for all MOC and LOC orders from any member organization executing (i)
an ADV of MOC/LOC activity on the Exchange in the month of at least
0.375% of consolidated ADV (``CADV'') in NYSE-listed securities during
the billing month (``NYSE CADV''); or (ii) an ADV of MOC/LOC activity
on the Exchange in that month of at least 0.30% of NYSE CADV plus an
ADV of total close activity (i.e., MOC/LOC and other executions at the
close) on the Exchange in that month of at least 0.475% of NYSE CADV.
The Exchange proposes to increase this fee to $0.00065 per share.
The Exchange also currently charges $0.00050 per share for all MOC
and LOC orders from any member organization executing an ADV of MOC/LOC
activity on the Exchange in the month of at least 0.575% of NYSE CADV.
The Exchange proposes to increase this fee to $0.00060 per share.
MPL Orders
An MPL Order is an undisplayed limit order that automatically
executes at the mid-point of the best protected bid (``PBB'') or best
protected offer (``PBO''), as such terms are defined in Regulation NMS
Rule 600(b)(57) (together, ``PBBO'').\4\ The Exchange currently charges
a fee of $0.0026 per share for executions of MPL Orders that remove
liquidity and provides a credit of $0.0015 per share for executions of
MPL Orders that provide liquidity. The Exchange proposes to decrease
the MPL Order fee to $0.0025 per share for executions of MPL Orders
that remove liquidity and to increase the MPL Order credit to $0.0020
per share for executions of MPL Orders that provide liquidity.
---------------------------------------------------------------------------
\4\ See Rule 13. See also 17 CFR 242.600(b)(57).
---------------------------------------------------------------------------
Non-Floor Broker Transactions (Including DMMs)
The Exchange currently charges $0.0026 per share for non-Floor
broker transactions that remove liquidity from the Exchange, including
those of DMMs. The Exchange proposes to increase this fee to $0.0027
per share (except for MPL Orders, as described above).
The Exchange currently provides member organizations with credits
of $0.0022, $0.0020, or $0.0017 per share under the Tier 1, Tier 2, and
Tier 3 Adding Credits, respectively, when adding liquidity on the
Exchange, except that the credit is $0.0010 for a Non-Displayed Reserve
Order or $0.0015 for an MPL Order under these tiers. Member
organizations must satisfy various requirements related to, for
example, ``Adding ADV'' and MOC and LOC activity in order to qualify
for the Tier 1, Tier 2, and Tier 3 Adding Credits (collectively, ``Tier
Adding Credits'').\5\
[[Page 53477]]
The Exchange proposes to simplify and streamline the qualification
requirements related to the Tier Adding Credits, as follows:
---------------------------------------------------------------------------
\5\ To qualify for the Tier 1 Adding Credit, (i) a member
organization must have an ADV of executions that add liquidity in
customer electronic orders to the Exchange (``Customer Electronic
Adding ADV,'' which excludes any liquidity added by a Floor broker,
DMM, or SLP) during the billing month that is at least 1.25% of NYSE
CADV, and must execute MOC and LOC orders of at least 0.12% of NYSE
CADV; or (ii) the member organization must have Customer Electronic
Adding ADV during the billing month that is at least 0.85% of NYSE
CADV, must execute MOC and LOC orders of at least 0.12% of NYSE
CADV, and must either (a) add liquidity to the Exchange as an SLP
for all assigned SLP securities in the aggregate (including shares
of both an SLP proprietary trading unit (``SLP-Prop'') and an SLP
market maker (``SLMM'') of the same member organization) of more
than 0.30% of NYSE CADV or (b) add liquidity to the Exchange as a
Floor broker of more than 0.30% of NYSE CADV. To qualify for the
Tier 2 Adding Credit, (i) a member organization must have Customer
Electronic Adding ADV that is at least 1.1% of NYSE CADV, and must
execute MOC and LOC orders of at least 0.375% of NYSE CADV; (ii) the
member organization (a) must have ADV that adds liquidity to the
Exchange during the billing month (``Adding ADV,'' which excludes
any liquidity added by a DMM) that is at least 0.8% of NYSE CADV,
(b) must execute MOC and LOC orders of at least 0.12% of NYSE CADV
or execute an ADV during the billing month of at least one million
shares in RPIs (as defined below related to the Retail Liquidity
Program), and (c) must add liquidity to the Exchange as an SLP for
all assigned SLP securities in the aggregate (including shares of
both an SLP Prop and SLMM of the same member organization) of more
than 0.15% of NYSE CADV; or (iii) the member organization must have
Customer Electronic Adding ADV during the billing month that is at
least 0.5% of NYSE CADV, must execute MOC and LOC orders of at least
0.12% of NYSE CADV, and must have Customer Electronic Adding ADV
during the billing month that, taken as a percentage of NYSE CADV,
is at least equal to the member organization's Customer Electronic
Adding ADV during September 2012 as a percentage of NYSE CADV during
September 2012 plus 15%.
To qualify for the Tier 3 Adding Credit, a member organization
must have Adding ADV that is at least 0.20% of NYSE CADV and must
execute MOC and LOC orders of at least 0.10% of NYSE CADV.
---------------------------------------------------------------------------
The Tier 1 Adding Credit would apply to a member
organization that (i) has ADV that adds liquidity to the Exchange
during the billing month (``Adding ADV,'' which would exclude any
liquidity added by a DMM) that is at least 1.10% of NYSE CADV, and (ii)
executes MOC and LOC orders of at least 0.12% of NYSE CADV. Instead of
two methods of qualifying for the Tier 1 Adding Credit, only the first
existing method would remain--the second method, which applied three
sets of criteria, would be eliminated. The concept of ``Customer
Electronic Adding ADV'' would be replaced with only the simpler
existing concept of ``Adding ADV,'' which would continue to exclude DMM
volume, but which would include SLP and Floor broker volume. The
applicable threshold of required Adding ADV would be lowered, from
1.25% to 1.10% of NYSE CADV. The applicable MOC/LOC threshold would not
change.
The Tier 2 Adding Credit would apply to a member
organization that (i) has Adding ADV of at least 0.75% of NYSE CADV,
and (ii) executes MOC and LOC orders of at least 0.10% of NYSE CADV or
executes an ADV during the billing month of at least one million shares
in Retail Price Improvements Orders (``RPIs,'' which are discussed in
greater detail below under ``Retail Liquidity Program''). Instead of
three methods of qualifying for the Tier 2 Adding Credit, only the
second existing method would remain--the first and third methods would
be eliminated. The applicable threshold of required Adding ADV would be
lowered, from 0.80% to 0.75% of NYSE CADV. The applicable threshold of
required MOC/LOC activity would also be lowered, from 0.12% to 0.10% of
NYSE CADV. The existing optional threshold related to adding liquidity
as an SLP in assigned securities also would be eliminated.
The Tier 3 Adding Credit is already fairly straightforward
in terms of qualification requirements, and would apply to a member
organization that (i) has Adding ADV of at least 0.35% of NYSE CADV,
and (ii) executes MOC and LOC orders of at least 0.05% of NYSE CADV.
The applicable threshold of required Adding ADV would be raised, from
0.20% to 0.35% of NYSE CADV. The applicable threshold of required MOC/
LOC activity would be lowered, from 0.10% to 0.05% of NYSE CADV.
The Exchange proposes increase the credit for the Tier 3 Adding
Credit from $0.0017 to $0.0018 per share; the Tier 1 and Tier 2 Adding
Credits ($0.0022 and $0.0020 per share, respectively) would not change.
Floor Broker Transactions
The Exchange currently charges $0.0005 or $0.0015 per share for
certain Floor broker Discretionary e-Quotes (``d-Quotes'') that remove
liquidity. The Exchange charges $0.0023 per share (or $0.0026 if an MPL
Order) for all other Floor broker transactions that remove liquidity
from the Exchange, unless the member organization executes an ADV in
Floor broker transactions in the month that is at least 10% more than
its May 2013 ADV for Floor broker transactions, in which case the
charge is $0.0021 per share (or $0.0026 if an MPL Order). The Exchange
proposes to eliminate the rate related to Floor broker ADV that ``steps
up'' over its May 2013 ADV. The Exchange also proposes to increase the
$0.0023 per share fee (or $0.0026 if an MPL Order) for Floor broker
transactions that take liquidity from the Exchange, to $0.0024 per
share (or $0.0025 if an MPL Order, as proposed above).
The Exchange currently provides a per share credit for executions
of orders sent to a Floor broker for representation on the Exchange
when adding liquidity to the Exchange if the member organization has an
ADV that adds liquidity to the Exchange by a Floor broker during the
billing month that is at least equal to certain thresholds. The
Exchange proposes to increase the first threshold of 2,000,000 shares
ADV to 2,500,000 shares ADV in order to qualify for the existing credit
of $0.0020 per share (or $0.0020 if an MPL Order, as proposed above).
The Exchange proposes to eliminate the second threshold of 4,000,000
shares ADV and the corresponding credit of $0.0021. The Exchange
proposes to decrease the third threshold of 14,000,000 shares ADV to
12,000,000 shares ADV and decrease the corresponding credit of $0.0023
per share to $0.0022 (or $0.0020 if an MPL Order, as proposed above).
SLP Transactions
The Exchange currently provides a per share credit to SLPs of
$0.0025 per share (or $0.0020 if a Non-Displayed Reserve Order or
$0.0015 if an MPL Order) when adding liquidity to the Exchange if the
SLP (i) meets the 10% average or more quoting requirement in an
assigned security pursuant to NYSE Rule 107B and (ii) adds liquidity
for all assigned SLP securities in the aggregate of an ADV of more than
0.30% of NYSE CADV. The Exchange proposes to increase the latter
threshold from 0.30% to 0.35% and to increase the corresponding credit
from $0.0025 to $0.0026. The Exchange also proposes to similarly
increase the rate for Non-Displayed Reserve Orders by $0.0001, from
$0.0020 to $0.0021. The MPL Order rate would increase to $0.0020, as
proposed above.
Retail Liquidity Program
The Retail Liquidity Program is a pilot program that is designed to
attract additional retail order flow to the Exchange for NYSE-listed
securities while also providing the potential for price improvement to
such order flow.\6\ Retail order flow is submitted through the Retail
Liquidity Program as a distinct order type called a ``Retail Order,''
which is defined in Rule 107C(a)(3) 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''), 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.\7\ In addition to RMOs, Retail Liquidity Providers
(``RLPs'') were created as an additional class of market participant
[[Page 53478]]
under the Retail Liquidity Program. RLPs are required to provide
potential price improvement for Retail Orders in the form of ``RPIs,''
which are non-displayed interest that is better than the PBBO.\8\
Member organizations other than RLPs are also permitted, but not
required, to submit RPIs.
---------------------------------------------------------------------------
\6\ See Rule 107C. See also Securities Exchange Act Release No.
67347 (July 3, 2012), 77 FR 40673 (July 10, 2012) (SR-NYSE-2011-55).
The Exchange also proposes a non-substantive change to correct a
typographical error in references to Rule 107C in the Price List.
\7\ RMO is defined in Rule 107C(a)(2) as a member organization
(or a division thereof) that has been approved by the Exchange under
Rule 107C to submit Retail Orders.
\8\ RLP is defined in Rule 107C(a)(1) as a member organization
that is approved by the Exchange to act as such and that is required
to submit RPIs in accordance with Rule 107C. RPI is defined in Rule
107C(a)(4) and consists of non-displayed interest in NYSE-listed
securities that is priced better than the PBBO by at least $0.001
and that is identified as such.
---------------------------------------------------------------------------
RLP executions of RPIs against Retail Orders are not currently
charged or provided with a credit (i.e., they are free) if the RLP
satisfies the applicable percentage requirement of Rule 107C. The
Exchange proposes to instead provide a credit of $0.0003 per share.
RPIs of an RLP that does not satisfy the applicable percentage
requirement of Rule 107C would remain subject to the existing fee of
$0.0003 per share.
A fee of $0.0003 per share also currently applies to non-RLP member
organization executions of RPIs against Retail Orders, unless the non-
RLP member organization executes an ADV during the month of at least
500,000 shares of RPIs, in which case no charge or credit applies
(i.e., the execution is free). The Exchange proposes to instead provide
a credit of $0.0003 per share to such RPI executions if the non-RLP
member organization satisfies the 500,000 ADV threshold.
RMOs currently receive a credit of $0.0005 per share for executions
of Retail Orders if executed against RPIs or MPL Orders.\9\ The
Exchange proposes to eliminate this credit so that such Retail Order
executions would be free (i.e., no credit or charge).\10\
---------------------------------------------------------------------------
\9\ Retail Orders are otherwise charged according to standard
fees applicable to non-Retail Orders if executed against the Book.
\10\ The Exchange would continue to charge an RMO according to
standard fee applicable to non-Retail Orders for a Retail Order that
executes against the Book.
---------------------------------------------------------------------------
The proposed change is not otherwise intended to address any other
issues, and the Exchange is not aware of any problems that member
organizations 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,\11\ in general, and furthers the
objectives of Sections 6(b)(4) and 6(b)(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 discriminate
between customers, issuers, brokers or dealers.
---------------------------------------------------------------------------
\11\ 15 U.S.C. 78f(b).
\12\ 15 U.S.C. 78f(b)(4) and (5).
---------------------------------------------------------------------------
Executions at the Close
The Exchange believes that the proposed fee increases for certain
executions at the close are reasonable. The Exchange's closing auction
is a recognized industry benchmark,\13\ and member organizations
receive a substantial benefit from the Exchange in obtaining high
levels of executions at the Exchange's closing price on a daily basis.
---------------------------------------------------------------------------
\13\ For example, the pricing and valuation of certain indices,
funds, and derivative products require primary market prints.
---------------------------------------------------------------------------
The Exchange believes that it is equitable and not unfairly
discriminatory to increase fees for executions at the close (other than
MOC and LOC orders) and Floor broker executions swept into the close
for a member organization that executes an ADV of at least 1,000,000 of
such executions on a combined basis because member organizations that
reach this ADV threshold are generally larger member organizations that
are deriving a substantial benefit from this high volume of closing
executions. Nonetheless, the Exchange must continue to encourage
liquidity from multiple sources. Allowing member organizations with
execution volumes below 1,000,000 shares to continue to obtain
executions at the close at no charge encourages them to continue to
send orders to the Exchange for the closing auction. The Exchange
believes that its proposal would equitably balance these interests and
continue to encourage order flow from multiple sources, which helps to
maintain the quality of the Exchange's closing auctions for the benefit
of all market participants.
With respect to the increased fees for member organizations that
execute higher volumes of MOC and LOC orders and other activity at the
close, the Exchange believes that the proposed rates are reasonable
because they are still below the $0.00095 rate that would otherwise
apply to MOC and LOC orders. As such, the Exchange believes that the
fees would continue to encourage member organizations to provide higher
volumes of MOC and LOC orders and other close activity, which
contributes to the quality of the Exchange's closing auction and
provides market participants with a greater opportunity for execution
as a result of such increased activity. In this regard, the Exchange
continues to believe that it is equitable and not unfairly
discriminatory to charge a lower fee to member organizations that make
significant contributions to market quality by providing higher volumes
of liquidity, especially at the close, which benefits all market
participants.
The Exchange also believes that the proposed increases to these
particular fees for closing executions are reasonable because certain
other changes to transaction rates proposed herein may offset these
increases (e.g., an increased Tier 3 Adding Credit, lower qualification
thresholds for the Tier 1 and Tier 2 Adding Credits, and lower (higher)
fees (credits) for removing (adding) liquidity with MPL Orders). The
proposed rates are also reasonable, in that they are consistent with,
and in some cases lower than, applicable closing rates on the NASDAQ
Stock Market, LLC (``NASDAQ'').\14\ For example, the default fee for
executions in NASDAQ's ``Closing Cross'' is $0.0003 per share, which is
identical to the rate proposed herein. Regarding MOC and LOC orders,
the default fee for executions in NASDAQ's Closing Cross is $0.0015 per
share, which is higher than the default rate of $0.00095 on the
Exchange. The lowest MOC/LOC fee on NASDAQ is $0.0008 per share, which,
again, is higher than the both the $0.00060 and $0.00065 rates proposed
herein. This aspect of the proposed change also is equitable and not
unfairly discriminatory because all similarly situated member
organizations would pay the same rate, as is currently the case, and
because all member organizations would be eligible to qualify for the
rate by satisfying the related thresholds, where applicable.
---------------------------------------------------------------------------
\14\ See, e.g., NASDAQ Rule 7018(d).
---------------------------------------------------------------------------
MPL Orders
The Exchange introduced the MPL Order and related fees and credits
in January 2014.\15\ The Exchange increased the MPL Order fee by
$0.0001 for executions of MPL Orders that remove liquidity, to the
current rate of $0.0026 per share, shortly thereafter, in March 2014,
but maintained the original credit rate of $0.0015 per share for
executions of MPL Orders that provide liquidity that currently exists
in the Price List.\16\ After several months of member organization
activity using MPL Orders, the Exchange now believes that a decrease to
the applicable fee and
[[Page 53479]]
increase to the applicable credit are reasonable. These changes should
encourage additional utilization of MPL Orders on the Exchange. MPL
Orders provide opportunities for market participants to interact with
orders priced at the midpoint of the PBBO, thus providing price
improving liquidity to market participants and increasing the quality
of order execution on the Exchange's market, which benefits all market
participants.
---------------------------------------------------------------------------
\15\ See Securities Exchange Act Release No. 71452 (January 31,
2014), 79 FR 7267 (February 6, 2014) (SR-NYSE-2014-05).
\16\ See Securities Exchange Act Release No. 71684 (March 11,
2014), 79 FR 14758 (March 17, 2014) (SR-NYSE-2014-09).
---------------------------------------------------------------------------
MPL Orders are not be [sic] eligible for any tiered or additional
credits or reduced fees, even if the MPL Orders contribute to a member
organization qualifying for such pricing. The Exchange therefore also
believes that the proposed pricing is reasonable because, even though
the $0.0025 fee would be lower than the $0.0027 fee proposed for other
non-Floor broker executions that remove liquidity, the fee for MPL
Order executions of a member organization that removes liquidity would
remain constant, even if a member organization qualifies for tiered or
volume-based pricing.
The resulting fee also is reasonable because it would be lower than
the rates on NASDAQ.\17\ For example, NASDAQ charges $0.0027 per share
to execute against resting midpoint liquidity, which is greater than
both the existing $0.0026 per share rate and the proposed $0.0025 per
share rate that would apply to MPL Orders. The resulting credit is
reasonable because it would be within the range of credits that are
available on NASDAQ for midpoint liquidity--currently between $0.0014
and $0.0020 per share.
---------------------------------------------------------------------------
\17\ See supra note 14.
---------------------------------------------------------------------------
The proposed change is equitable and not unfairly discriminatory
because MPL Orders increase the quality of order execution on the
Exchange's market, which benefits all market participants. The Exchange
also believes that the proposed changes are equitable and not unfairly
discriminatory because all market participants--customers, Floor
brokers, DMMs, and SLPs--may use MPL Orders on the Exchange and because
all market participants that use MPL Orders would be subject to the
same fee or credit, as is currently the case.
Non-Floor Broker Transactions (Including DMMs)
The Exchange believes that the proposed fee increase for non-Floor
broker transactions that remove liquidity is reasonable because non-
Floor brokers would continue to receive credits for their transactions
that provide liquidity on the Exchange, including (i) for member
organizations that add liquidity that satisfies certain thresholds
under the Tier Adding Credits, (ii) for DMMs under the DMM credits, and
(iii) for MPL Orders under various pricing categories in the Price
List. In this regard, the changes proposed to the Tier Adding Credits
would result in lower qualification thresholds for the Tier 1 and Tier
2 Adding Credits and would result in both higher and lower
qualification thresholds for the Tier 3 Adding Credit, with a higher
corresponding Tier 3 Adding Credit rate. The resulting fee also is
reasonable because it would continue to be consistent with, and in some
cases lower than, the applicable rate on NASDAQ.\18\ For example, the
standard fee for removing liquidity from NASDAQ in both NASDAQ-listed
and NYSE-listed securities is $0.0030 per share, which is higher than
the $0.0027 per share proposed herein.
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\18\ Id.
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The proposed changes to the qualifications for the Tier Adding
Credits are reasonable because they would simplify the applicable
requirements. Member organizations could more easily track whether
their activity will satisfy the applicable thresholds. With respect to
the Tier 1 and 2 Adding Credits, the applicable thresholds would be
decreased, which is reasonable because it would encourage member
organizations to add liquidity to the Exchange at levels that would
qualify the member organization for the corresponding credits (i.e.,
$0.0022 or $0.0020 per share, respectively). The Exchange believes that
maintaining the RPI method of qualifying, as an alternative to MOC/LOC
activity, is reasonable because it would continue to provide member
organizations with an alternative way in which to qualify for the
credit, thereby encouraging member organizations to provide higher
volumes of RPIs, which will continue to contribute to the quality of
the Exchange's market, particularly for retail investors, by way of
additional price-improved interest on the Exchange available for
execution. Regarding the Tier 3 Adding Credit, the applicable Adding
ADV threshold would increase, while the MOC/LOC threshold would
decrease. On balance, the Exchange believes that qualification
requirements for the Tier 3 Adding Credit are reasonable in light of
the proposed increase to the corresponding credit (i.e., from $0.0017
to $0.0018 per share). Continuing to exclude DMM volume from Adding
ADV, but including SLP and Floor broker volume, is reasonable because
it would contribute further to member organizations qualifying for the
Tier Adding Credits. This aspect of the proposed change also is
equitable and not unfairly discriminatory because all similarly
situated member organizations would pay the same rate, as is currently
the case, and because all member organizations would be eligible to
qualify for the rate by satisfying the related thresholds.
Floor Broker Transactions
The Exchange believes that it is reasonable to eliminate the rate
related to Floor broker ADV that ``steps up'' over its May 2013 ADV
because member organizations have not increased their activity to
qualify for this rate as significantly as the Exchange anticipated they
would. The Exchange believes that this is equitable and not unfairly
discriminatory because the rate would be eliminated entirely and
because member organizations would remain able to qualify for other
existing pricing in the Price List. This aspect of the proposed change
would therefore result in a more streamlined Price List.
The Exchange believes that the changes proposed to the tiered
credits for executions of orders sent to a Floor broker for
representation on the Exchange are reasonable because they would
encourage additional displayed liquidity on the Exchange. This would
also encourage the execution of such transactions on a public exchange,
thereby promoting price discovery and transparency. The Exchange
believes the proposed changes are equitable and not unfairly
discriminatory because they would continue to encourage member
organizations to send orders to the Floor for execution, thereby
contributing to robust levels of liquidity on the Floor, which benefits
all market participants. This is equitable and not unfairly
discriminatory because those member organizations that make significant
contributions to market quality and that contribute to price discovery
by providing higher volumes of liquidity would continue to be allocated
a higher credit.
The Exchange believes that any member organizations that may
currently be qualifying under the existing thresholds could qualify for
the remaining two thresholds based on the levels of activity sent to
Floor brokers. Moreover, the qualification requirement for the highest
credit would be lowered, and the resulting lower credit would reflect
the lower qualification requirement. The Exchange introduced these
Floor broker tiered credits in early
[[Page 53480]]
2014.\19\ The Exchange now believes that elimination of the current
4,000,000 share ADV tier would encourage higher levels of activity in
order to qualify for the credit of $0.0022 per share (i.e., by
satisfying the 12,000,000 share ADV threshold). This aspect of the
proposed change also is equitable and not unfairly discriminatory
because all similarly situated member organizations would pay the same
rate, as is currently the case, and because all member organizations
would be eligible to qualify for the rate by satisfying the related
thresholds.
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\19\ See supra note 16.
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The Exchange believes that it is reasonable to increase the fee,
from $0.0023 to $0.0024 per share, for Floor broker transactions that
remove liquidity from the Exchange because the proposed new rate is
designed to strike a balance between the fees and credits offered by
the Exchange for removing and providing liquidity, respectively. In
this regard, despite the increase in this fee, member organizations
would be eligible to qualify for the proposed Floor broker adding
credit of $0.0022 by satisfying the 12,000,000 share ADV threshold
described above, which is 2,000,000 million shares less than the
current threshold. This proposed rate of $0.0024 per share would also
continue to be set at a level that is below the rate for transactions
of non-Floor brokers that remove liquidity (i.e., $0.0027 per share, as
described above), which is reasonable because it would encourage member
organizations to continue to send orders to the Floor for execution.
SLP Transactions
The Exchange believes that the proposed change related to SLP
transactions is reasonable because it would require that an SLP add a
greater amount of liquidity in its assigned securities, but qualifying
SLPs would also receive a higher credit for these transactions. This
would create an added incentive for SLPs to provide liquidity in
assigned securities. This is reasonable because the added incentive
created by the availability of the higher credit is reasonably related
to an SLP's liquidity obligations on the Exchange and the value to the
Exchange's market quality associated with higher volumes. The
corresponding $0.0001 increase in the credit applicable to Non-
Displayed Reserve Orders, from $0.0020 to $0.0021, also is reasonable
because it would maintain the existing $0.0005 difference between these
order types and the otherwise applicable SLP credit (excluding MPL
orders). The proposed changes also are equitable and not unfairly
discriminatory because all similarly situated SLPs would pay the same
rate, as is currently the case, and because all such member
organizations would be eligible to qualify for the rate by satisfying
the related thresholds, where applicable.
Retail Liquidity Program
The Exchange believes that the proposed changes to the rates under
the Retail Liquidity Program are reasonable. The Exchange originally
introduced the existing rates approximately two years ago.\20\ At that
time, the Exchange stated that, because the Retail Liquidity Program
was a pilot program, the Exchange anticipated that it would
periodically review applicable pricing to seek to ensure that it
contributes to the goal of the Retail Liquidity Program, which is
designed to attract additional retail order flow to the Exchange for
NYSE-listed securities while also providing the potential for price
improvement to such order flow. The proposed new rates are a result of
this review.
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\20\ See Securities Exchange Act Release No. 67529 (July 27,
2012), 77 FR 46137 (August 2, 2012) (SR-NYSE-2012-30).
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The Exchange believes that providing a credit of $0.0003 per share
for RLP executions of RPIs against Retail Orders if the RLP satisfies
the applicable percentage requirement of Rule 107C is reasonable
because it would further incentivize member organizations to become
RLPs and therefore could result in greater price improvement for Retail
Orders. Providing a credit of $0.0003 per share for non-RLP member
organization executions of RPIs against Retail Orders if the non-RLP
member organization executes an ADV during the month of at least
500,000 shares of RPIs also is reasonable because it would incentivize
such non-RLPs to submit RPIs for interaction with Retail Orders.
The Retail Order credit was designed to create a financial
incentive for RMOs to bring additional retail order flow to a public
market during the initial implementation of the Retail Liquidity
Program. Despite the elimination of the credit, RMOs, and indirectly
their customers, would continue to receive significant benefits in the
form of price improvement by interacting with RPIs. Additionally,
Retail Order executions are always considered to remove liquidity,
whether against contra-side interest in the Retail Liquidity Program or
against the Book.\21\ Orders that remove liquidity are generally
charged a fee according to the Price List, but Retail Orders would
continue to be subject to alternative pricing (i.e., no charge rather
than a fee) that would continue to 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 relying on certain available off-exchange execution methods).
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\21\ A Retail Order is an Immediate or Cancel Order. See Rule
107C(a)(3). See also Rule 107C(k) for a description of the manner in
which a member or member organization may designate how a Retail
Order will interact with available contra-side interest.
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The Exchange notes that a significant percentage of the orders of
individual investors are executed over-the-counter.\22\ While the
Exchange believes that markets and price discovery optimally function
through the interactions of diverse flow types, it also believes that
growth in internalization has required differentiation of retail order
flow from other order flow types. The proposed new rates would be set
at levels that would continue to reasonably incentivize RMOs to direct
Retail Orders to the Exchange and would contribute to robust amounts of
RPI liquidity submitted by RMOs and non-RMO member organizations being
available for interaction with the Retail Orders. Together, this would
increase the pool of robust liquidity available on the Exchange,
thereby contributing to the quality of the Exchange's market and to the
Exchange's status as a premier destination for liquidity and order
execution. The Exchange believes that, because Retail Orders are likely
to reflect long-term investment intentions, they promote price
discovery and dampen volatility. Accordingly, the presence of Retail
Orders on the Exchange has the potential to benefit all market
participants. For this reason, the Exchange believes that the proposed
pricing is equitable and not unfairly
[[Page 53481]]
discriminatory and would continue to encourage greater retail
participation on the Exchange.
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\22\ See Concept Release on Equity Market Structure, Securities
Exchange Act Release No. 61358 (January 14, 2010), 75 FR 3594
(January 21, 2010) (``Concept Release'') (noting that dark pools and
internalizing broker-dealers executed approximately 25.4% of share
volume in September 2009). See also Mary Jo White, Focusing on
Fundamentals: The Path to Address Equity Market Structure (Speech at
the Security Traders Association 80th Annual Market Structure
Conference, Oct. 2, 2013) (available on the Commission's Web site)
(``White Speech''); Mary L. Schapiro, Strengthening Our Equity
Market Structure (Speech at the Economic Club of New York, Sept. 7,
2010) (available on the Commission's Web site) (``Schapiro
Speech''). In her speech, Chair White noted a steadily increasing
percentage of trading that occurs in ``dark'' venues, which appear
to execute more than half of the orders of long-term investors.
Similarly, in her speech, only three years earlier, Chair Schapiro
noted that nearly 30 percent of volume in U.S.-listed equities was
executed in venues that do not display their liquidity or make it
generally available to the public and the percentage was increasing
nearly every month.
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The pricing proposed herein, like the Retail Liquidity Program
itself, is not designed to permit unfair discrimination, but instead to
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 operating a program such as the
Retail Liquidity Program on an exchange market, and the pricing related
thereto, would result in better prices for retail investors. 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
deepening the Exchange's liquidity pool, supporting the quality of
price discovery, promoting market transparency and improving investor
protection.
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,\23\ 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 encourage the submission of additional liquidity to a
public exchange, thereby promoting price discovery and transparency and
enhancing order execution opportunities for member organizations. The
Exchange believes that this could promote competition between the
Exchange and other execution venues, including those that currently
offer similar order types and comparable transaction pricing, by
encouraging additional orders to be sent to the Exchange for execution.
The Exchange also believes that the proposed rule change is consistent
with the Act in this regard, because it strikes an appropriate balance
between fees and credits, which will encourage submission of orders to
the Exchange, thereby promoting competition.
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\23\ 15 U.S.C. 78f(b)(8).
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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 member organizations 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) \24\ of the Act and subparagraph (f)(2) of Rule
19b-4 \25\ thereunder, because it establishes a due, fee, or other
charge imposed by the Exchange.
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\24\ 15 U.S.C. 78s(b)(3)(A).
\25\ 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)- \26\ of the Act to determine whether the proposed
rule change should be approved or disapproved.
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\26\ 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 (https://www.sec.gov/rules/sro.shtml); or
Send an email to rule-comments@sec.gov. Please include
File Number SR-NYSE-2014-46 on the subject line.
Paper Comments
Send paper comments in triplicate to Secretary, Securities
and Exchange Commission, 100 F Street NE., Washington, DC 20549-1090.
All submissions should refer to File Number SR-NYSE-2014-46. 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 (https://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. Copies of the filing will also be
available for Web site viewing and printing 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-NYSE-2014-46 and should be
submitted on or before September 30, 2014.
[[Page 53482]]
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\27\
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\27\ 17 CFR 200.30-3(a)(12).
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Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2014-21355 Filed 9-8-14; 8:45 am]
BILLING CODE 8011-01-P