Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Amending the NYSE Arca Equities Schedule of Fees and Charges for Exchange Services To (i) Change the Pricing for the Retail Liquidity Program and the Qualification Requirement for the Existing Retail Order Tier, and To Add a New Retail Order Credit Under Basic Rates, and (ii) Eliminate Obsolete Pricing Tiers, 54322-54325 [2014-21651]

Download as PDF 54322 Federal Register / Vol. 79, No. 176 / Thursday, September 11, 2014 / Notices Paper Comments • Send paper comments in triplicate to Secretary, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549–1090. All submissions should refer to File Number SR–NYSEArca–2014–93. 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 such filing also will be available for inspection and copying at the principal office of the Exchange. All comments received will be posted without change; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR– NYSEArca–2014–93 and should be submitted on or before October 2, 2014. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.44 Kevin M. O’Neill, Deputy Secretary. [FR Doc. 2014–21650 Filed 9–10–14; 8:45 am] mstockstill on DSK4VPTVN1PROD with NOTICES BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–73013; File No. SR– NYSEARCA–2014–95] Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Amending the NYSE Arca Equities Schedule of Fees and Charges for Exchange Services To (i) Change the Pricing for the Retail Liquidity Program and the Qualification Requirement for the Existing Retail Order Tier, and To Add a New Retail Order Credit Under Basic Rates, and (ii) Eliminate Obsolete Pricing Tiers September 5, 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 26, 2014, NYSE Arca, Inc. (the ‘‘Exchange’’ or ‘‘NYSE Arca’’) filed with the Securities and Exchange Commission (the ‘‘Commission’’) the proposed rule change as described in Items I, II, and III below, which Items have been prepared by the selfregulatory organization. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes to amend the NYSE Arca Equities Schedule of Fees and Charges for Exchange Services (‘‘Fee Schedule’’) to (i) change the pricing for the Retail Liquidity Program and the qualification requirement for the existing Retail Order Tier, and to add a new Retail Order credit under Basic Rates, and (ii) eliminate obsolete pricing tiers. 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 1 15 U.S.C. 78s(b)(1). U.S.C. 78a. 3 17 CFR 240.19b–4. 2 15 44 17 CFR 200.30–3(a)(12). VerDate Mar<15>2010 18:29 Sep 10, 2014 Jkt 232001 PO 00000 Frm 00061 Fmt 4703 Sfmt 4703 and discussed any comments it received on the proposed rule change. The text of those statements may be examined at the places specified in Item IV below. The Exchange has prepared summaries, set forth in sections A, B, and C below, of the most significant parts of such statements. A. Self-Regulatory Organization’s Statement of the Purpose of, and the Statutory Basis for, the Proposed Rule Change 1. Purpose The Exchange proposes to amend the Fee Schedule to (i) change the pricing for the Retail Liquidity Program and the qualification requirement for the existing Retail Order Tier, and to add a new Retail Order credit under Basic Rates, and (ii) eliminate obsolete pricing tiers. The Exchange proposes to implement the fee changes effective September 1, 2014. 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 Arca–listed securities and securities traded pursuant to unlisted trading privileges (‘‘UTP Securities’’) while also providing the potential for price improvement to such order flow.4 Retail order flow is submitted through the Retail Liquidity Program as a distinct order type called a ‘‘Retail Order,’’ which is defined in Rule 7.44(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.5 In addition to RMOs, Retail Liquidity Providers (‘‘RLPs’’) were created as an additional class of market participant under the Retail Liquidity Program. RLPs are required to provide potential price improvement for Retail Orders in the form of ‘‘Retail Price Improvement Orders’’ (‘‘RPIs’’), which are nondisplayed interest that is better than the best protected bid (‘‘PBB’’) or best protected offer (‘‘PBO’’), as such terms are defined in Regulation NMS Rule 4 See Rule 7.44. See Securities Exchange Act Release No. 71176 (December 23, 2013), 78 FR 79524 (December 30, 2013) (SR–NYSEArca–2013– 107). 5 RMO is defined in Rule 7.44(a)(2) as an ETP Holder that is approved by the Exchange under Rule 7.44 to submit Retail Orders. E:\FR\FM\11SEN1.SGM 11SEN1 Federal Register / Vol. 79, No. 176 / Thursday, September 11, 2014 / Notices 600(b)(57) (together, ‘‘PBBO’’).6 ETP Holders other than RLPs are also permitted, but not required, to submit RPIs. RLP executions of RPIs against Retail Orders in Tape B and Tape C securities are not currently charged or provided with a credit (i.e., they are free). The Exchange proposes to instead provide a credit of $0.0003 per share. RMOs currently receive a credit of $0.0005 per share for executions of Retail Orders in Tape B and Tape C securities if executed against RPIs and other priceimproving interest. The Exchange proposes to eliminate this credit so that such Retail Order executions would be free (i.e., no credit or charge). mstockstill on DSK4VPTVN1PROD with NOTICES Retail Order Tier and New Retail Order Basic Rate Credit The Exchange currently provides a credit of $0.0033 per share under the Retail Order Tier for Retail Orders that provide liquidity on the Exchange in Tape A, Tape B and Tape C securities if the ETP Holder executes an average daily volume (‘‘ADV’’) of Retail Orders during the month that is 0.20% or more of U.S. consolidated ADV (‘‘CADV’’).7 The Retail Order Tier credit is available only to Retail Orders that provide liquidity on the Exchange, but an ETP Holder currently may qualify for the Retail Order Tier based on its ADV of 6 See 17 CFR 242.600(b)(57). RLP is defined in Rule 7.44(a)(1) as an ETP Holder that is approved by the Exchange to act as such and that is required to submit RPIs in accordance with Rule 7.44. RPI is defined in Rule 7.44(a)(4) and consists of nondisplayed interest in NYSE Arca-Alisted securities and UTP Securities, excluding NYSE-listed (Tape A) securities, that is priced better than the PBBO by at least $0.001 and that is identified as such. 7 An ETP Holder is able to designate an order as a Retail Order for purposes of the non-Retail Liquidity Program pricing (i.e., the Retail Order Tier and, as described herein, the proposed Retail Order Basic Rate credit) without designating the order as a Retail Order for purposes of the Retail Liquidity Program pricing. An order designated only for nonRetail Liquidity Program pricing would not be eligible to execute in the Retail Liquidity Program or be subject to Retail Liquidity Program pricing. However, an ETP Holder could choose to designate an order for purposes of both the Retail Liquidity Program and otherwise, in which case the Exchange would consider the order to be a Retail Order for purposes of executions within the Retail Liquidity Program, and apply Retail Liquidity Program pricing for any such executions, and also then as a Retail Order for purposes of the Retail Order Tier and the proposed Retail Order Basic Rate credit for any executions outside of the Retail Liquidity Program. The same requirements of Rule 7.44(a)(3) applies with respect to Retail Orders, whether within or outside of the Retail Liquidity Program. The Exchange described these details in a prior rule change that introduced the Retail Liquidity Program pricing, including that the manner in which an order was designated (i.e., either within or outside of the Retail Liquidity Program, or both) would determine the applicable pricing. See Securities Exchange Act Release No. 71722 (March 13, 2014), 79 FR 15376 (March 19, 2014) (SR–NYSEArca– 2014–22). VerDate Mar<15>2010 19:36 Sep 10, 2014 Jkt 232001 Retail Orders that both provide and remove liquidity from the Exchange. The Exchange proposes that only Retail Orders that provide liquidity would count toward qualifying for the Retail Order Tier; Retail Orders that remove liquidity would no longer count. The Exchange also proposes to decrease the CADV threshold for qualification from 0.20% to 0.15%. Currently, an ETP Holder that submits Retail Orders that provide liquidity, but that does not qualify for the Retail Order Tier or a separate Tiered rate in the Fee Schedule, is subject to the Basic Rate credit of $0.0020 per share for such executions. The Exchange proposes to add a new Basic Rate credit of $0.0030 per share for Retail Orders that provide liquidity. Elimination of Obsolete Pricing The Fee Schedule currently includes several pricing tiers that have not encouraged ETP Holders to increase their activity to qualify for the tiers as significantly as the Exchange anticipated they would. These tiers are as follows: (i) Investor Tiers 1–4, (ii) Retail Order Cross Asset Tier, and (iii) Routable Order Cross Asset Tier. The Exchange proposes to remove these pricing tiers from the Fee Schedule as well as any related cross references. The proposed change is not otherwise intended to address any other issues, and the Exchange is not aware of any problems that ETP Holders would have in complying with the proposed change. 2. Statutory Basis The Exchange believes that the proposed rule change is consistent with Section 6(b) of the Act,8 in general, and furthers the objectives of Sections 6(b)(4) and 6(b)(5) of the Act,9 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. 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 five months ago.10 At that time, the Exchange stated that, because the Retail Liquidity Program was a pilot program, the Exchange anticipated that it would 8 15 U.S.C. 78f(b). U.S.C. 78f(b)(4) and (5). 10 See Securities Exchange Act Release No. 71722 (March 13, 2014), 79 FR 15376 (March 19, 2014) (SR–NYSEArca–2014–22). 9 15 PO 00000 Frm 00062 Fmt 4703 Sfmt 4703 54323 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 Arca-listed securities and UTP 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 and Non-RLP executions of RPIs against Retail Orders is reasonable because it would further incentivize submission of RPIs for interaction with Retail Orders and therefore could result in greater price improvement for 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. The proposed change also is reasonable because, 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. The Exchange notes that a significant percentage of the orders of individual investors are executed over-thecounter.11 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 RLPs and non-RLPs being available for interaction with the Retail Orders. Together, this would increase 11 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. E:\FR\FM\11SEN1.SGM 11SEN1 54324 Federal Register / Vol. 79, No. 176 / Thursday, September 11, 2014 / Notices mstockstill on DSK4VPTVN1PROD with NOTICES 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 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. Retail Order Tier and New Retail Order Basic Rate Credit The Exchange believes that it is reasonable that only Retail Orders that provide liquidity would count toward qualifying for the Retail Order Tier. This would result in the type of volume to which the corresponding credit applies being the same as the volume that counts toward qualification—i.e., only Retail Orders that provide liquidity for both. The Exchange also believes that the proposed change is reasonable because, while Retail Orders that remove liquidity would no longer count toward qualifying for the Retail Order Tier, the qualifying threshold would be decreased from 0.20% to 0.15%. The Exchange believes that the decreased threshold may balance the effect of the more narrow activity that would count toward qualifying. The Exchange believes that the proposed threshold of 0.15% is reasonable because it would remain within a range that the Exchange VerDate Mar<15>2010 18:29 Sep 10, 2014 Jkt 232001 believes would continue to incentivize ETP Holders to submit Retail Orders to the Exchange in order to qualify for the applicable credit of $0.0033 per share. This would continue to contribute to increasing liquidity available on the Exchange. The Exchange believes that it is reasonable to add a new Basic Rate credit of $0.0030 per share for Retail Orders that provide liquidity. The Exchange believes that the proposed new credit would contribute further to balancing the effect of the more narrow activity that would count toward qualifying for the Retail Order Tier, as described above. In this regard, an ETP Holder that does not qualify for the Retail Order Tier would still be eligible for a credit for its Retail Orders that provide liquidity that is higher than the standard $0.0020 per share Basic Rate credit for providing liquidity, which the Exchange believes may be below the level that would continue to encourage submission of Retail Orders on the Exchange. The proposed new $0.0030 Basic Rate credit would be set at a level that would reasonably contribute to encouraging ETP Holders to submit Retail Orders. Retail Orders that provide liquidity would receive the new Basic Rate credit of $0.0030 per share if the ETP Holder does not qualify for the Retail Order Tier or another Tiered rate in the Fee Schedule. The proposed new Retail Order Basic Rate credit would create an added financial incentive for ETP Holders to bring additional retail flow to a public market. The proposed new credit also is reasonable because it would reduce the costs of ETP Holders that represent retail flow and potentially also reduce costs to their customers. The Exchange also believes that the proposed $0.0030 credit is reasonable because it would be identical to the credit on New York Stock Exchange LLC for transactions in orders designated as ‘‘retail’’ that provide liquidity. The proposed credit also would be similar to the manner in which The Nasdaq Stock Market, LLC provides a $0.0033 credit for ‘‘Designated Retail Orders’’ that provide liquidity.12 The Exchange believes that the proposed change is equitable and not unfairly discriminatory because maintaining or increasing the proportion of Retail Orders in exchangelisted securities that are executed on a registered national securities exchange (rather than relying on certain available off-exchange execution methods) would contribute to investors’ confidence in the fairness of their transactions and 12 See PO 00000 NASDAQ Rule 7018. Frm 00063 Fmt 4703 Sfmt 4703 would benefit all investors by deepening the Exchange’s liquidity pool, supporting the quality of price discovery, promoting market transparency and improving investor protection. This aspect of the proposed change also is consistent with the Act because all similarly situated ETP Holders would pay the same rate, as is currently the case, and because all ETP Holders would be eligible to qualify for the rates by satisfying the related thresholds, where applicable. Furthermore, the submission of Retail Orders is optional for ETP Holders, in that an ETP Holder could choose whether to submit Retail Orders and, if it does, the extent of its activity in this regard. Elimination of Obsolete Pricing The Exchange believes that it is reasonable to eliminate the obsolete pricing tiers from the Fee Schedule because ETP Holders have not increased their activity to qualify for these tiers as significantly as the Exchange anticipated they would. The Exchange believes that this is equitable and not unfairly discriminatory because the tiers would be eliminated entirely—no ETP Holders would remain able to qualify for the eliminated tiers. This aspect of the proposed change would therefore result in a more streamlined Fee Schedule, including with respect to removal of related cross references. 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,13 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 ETP Holders. 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 13 15 E:\FR\FM\11SEN1.SGM U.S.C. 78f(b)(8). 11SEN1 Federal Register / Vol. 79, No. 176 / Thursday, September 11, 2014 / Notices 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. The removal of obsolete pricing tiers is not competitive in nature, but would result in a more streamlined Fee Schedule. Finally, the Exchange notes that it operates in a highly competitive market in which market participants can readily favor competing venues if they deem fee levels at a particular venue to be excessive or rebate opportunities available at other venues to be more favorable. In such an environment, the Exchange must continually adjust its fees and rebates to remain competitive with other exchanges and with alternative trading systems that have been exempted from compliance with the statutory standards applicable to exchanges. Because competitors are free to modify their own fees and credits in response, and because market participants may readily adjust their order routing practices, the Exchange believes that the degree to which fee changes in this market may impose any burden on competition is extremely limited. As a result of all of these considerations, the Exchange does not believe that the proposed changes will impair the ability of ETP Holders or competing order execution venues to maintain their competitive standing in the financial markets. mstockstill on DSK4VPTVN1PROD 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 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) 14 of the Act and subparagraph (f)(2) of Rule 19b–4 15 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 U.S.C. 78s(b)(3)(A). 15 17 CFR 240.19b–4(f)(2). 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) 16 of the Act to determine whether the proposed rule change should be approved or disapproved. IV. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: 18:29 Sep 10, 2014 submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR– NYSEARCA–2014–95 and should be submitted on or before October 2, 2014. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.17 Kevin M. O’Neill, Deputy Secretary. [FR Doc. 2014–21651 Filed 9–10–14; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION Electronic Comments • Use the Commission’s Internet comment form (https://www.sec.gov/ rules/sro.shtml); or • Send an email to rulecomments@sec.gov. Please include File Number SR–NYSEARCA–2014–95 on the subject line. [Release No. 34–73008; File No. SR– NYSEMKT–2014–73] Paper Comments • Send paper comments in triplicate to Secretary, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549–1090. All submissions should refer to File Number SR–NYSEARCA–2014–95. 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 on official business days between the hours of 10:00 a.m. and 3:00 p.m. Copies of the filing will also be available for inspection and copying at the NYSE’s principal office and on its Internet Web site at www.nyse.com. All comments received will be posted without change; the Commission does not edit personal identifying information from September 5, 2014. 14 15 VerDate Mar<15>2010 Self-Regulatory Organizations; NYSE MKT LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Amending Its Fees for Non-Display Use of NYSE Amex Options Market Data Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (‘‘Act’’) 1 and Rule 19b–4 thereunder,2 notice is hereby given that, on August 25, 2014, NYSE MKT LLC (‘‘Exchange’’ or ‘‘NYSE MKT’’) filed with the Securities and Exchange Commission (‘‘Commission’’ or ‘‘SEC’’) 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. I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes to amend its fees for non-display use of NYSE Amex Options market data, operative on 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 17 17 CFR 200.30–3(a)(12). U.S.C. 78s(b)(1). 2 17 CFR 240.19b–4. 1 15 16 15 Jkt 232001 54325 PO 00000 U.S.C. 78s(b)(2)(B). Frm 00064 Fmt 4703 Sfmt 4703 E:\FR\FM\11SEN1.SGM 11SEN1

Agencies

[Federal Register Volume 79, Number 176 (Thursday, September 11, 2014)]
[Notices]
[Pages 54322-54325]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2014-21651]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-73013; File No. SR-NYSEARCA-2014-95]


Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing 
and Immediate Effectiveness of Proposed Rule Change Amending the NYSE 
Arca Equities Schedule of Fees and Charges for Exchange Services To (i) 
Change the Pricing for the Retail Liquidity Program and the 
Qualification Requirement for the Existing Retail Order Tier, and To 
Add a New Retail Order Credit Under Basic Rates, and (ii) Eliminate 
Obsolete Pricing Tiers

September 5, 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 26, 2014, NYSE Arca, Inc. (the ``Exchange'' or 
``NYSE Arca'') filed with the Securities and Exchange Commission (the 
``Commission'') the proposed rule change as described in Items I, II, 
and III below, which Items have been prepared by the 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.
---------------------------------------------------------------------------

I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to amend the NYSE Arca Equities Schedule of 
Fees and Charges for Exchange Services (``Fee Schedule'') to (i) change 
the pricing for the Retail Liquidity Program and the qualification 
requirement for the existing Retail Order Tier, and to add a new Retail 
Order credit under Basic Rates, and (ii) eliminate obsolete pricing 
tiers. 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 the Fee Schedule to (i) change the 
pricing for the Retail Liquidity Program and the qualification 
requirement for the existing Retail Order Tier, and to add a new Retail 
Order credit under Basic Rates, and (ii) eliminate obsolete pricing 
tiers. The Exchange proposes to implement the fee changes effective 
September 1, 2014.
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 Arca-
listed securities and securities traded pursuant to unlisted trading 
privileges (``UTP Securities'') while also providing the potential for 
price improvement to such order flow.\4\ Retail order flow is submitted 
through the Retail Liquidity Program as a distinct order type called a 
``Retail Order,'' which is defined in Rule 7.44(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.\5\ In addition to RMOs, Retail Liquidity 
Providers (``RLPs'') were created as an additional class of market 
participant under the Retail Liquidity Program. RLPs are required to 
provide potential price improvement for Retail Orders in the form of 
``Retail Price Improvement Orders'' (``RPIs''), which are non-displayed 
interest that is better than the best protected bid (``PBB'') or best 
protected offer (``PBO''), as such terms are defined in Regulation NMS 
Rule

[[Page 54323]]

600(b)(57) (together, ``PBBO'').\6\ ETP Holders other than RLPs are 
also permitted, but not required, to submit RPIs.
---------------------------------------------------------------------------

    \4\ See Rule 7.44. See Securities Exchange Act Release No. 71176 
(December 23, 2013), 78 FR 79524 (December 30, 2013) (SR-NYSEArca-
2013-107).
    \5\ RMO is defined in Rule 7.44(a)(2) as an ETP Holder that is 
approved by the Exchange under Rule 7.44 to submit Retail Orders.
    \6\ See 17 CFR 242.600(b)(57). RLP is defined in Rule 7.44(a)(1) 
as an ETP Holder that is approved by the Exchange to act as such and 
that is required to submit RPIs in accordance with Rule 7.44. RPI is 
defined in Rule 7.44(a)(4) and consists of non-displayed interest in 
NYSE Arca-Alisted securities and UTP Securities, excluding NYSE-
listed (Tape A) 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 in Tape B and Tape C 
securities are not currently charged or provided with a credit (i.e., 
they are free). The Exchange proposes to instead provide a credit of 
$0.0003 per share. RMOs currently receive a credit of $0.0005 per share 
for executions of Retail Orders in Tape B and Tape C securities if 
executed against RPIs and other price-improving interest. The Exchange 
proposes to eliminate this credit so that such Retail Order executions 
would be free (i.e., no credit or charge).
Retail Order Tier and New Retail Order Basic Rate Credit
    The Exchange currently provides a credit of $0.0033 per share under 
the Retail Order Tier for Retail Orders that provide liquidity on the 
Exchange in Tape A, Tape B and Tape C securities if the ETP Holder 
executes an average daily volume (``ADV'') of Retail Orders during the 
month that is 0.20% or more of U.S. consolidated ADV (``CADV'').\7\ The 
Retail Order Tier credit is available only to Retail Orders that 
provide liquidity on the Exchange, but an ETP Holder currently may 
qualify for the Retail Order Tier based on its ADV of Retail Orders 
that both provide and remove liquidity from the Exchange. The Exchange 
proposes that only Retail Orders that provide liquidity would count 
toward qualifying for the Retail Order Tier; Retail Orders that remove 
liquidity would no longer count. The Exchange also proposes to decrease 
the CADV threshold for qualification from 0.20% to 0.15%.
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    \7\ An ETP Holder is able to designate an order as a Retail 
Order for purposes of the non-Retail Liquidity Program pricing 
(i.e., the Retail Order Tier and, as described herein, the proposed 
Retail Order Basic Rate credit) without designating the order as a 
Retail Order for purposes of the Retail Liquidity Program pricing. 
An order designated only for non-Retail Liquidity Program pricing 
would not be eligible to execute in the Retail Liquidity Program or 
be subject to Retail Liquidity Program pricing. However, an ETP 
Holder could choose to designate an order for purposes of both the 
Retail Liquidity Program and otherwise, in which case the Exchange 
would consider the order to be a Retail Order for purposes of 
executions within the Retail Liquidity Program, and apply Retail 
Liquidity Program pricing for any such executions, and also then as 
a Retail Order for purposes of the Retail Order Tier and the 
proposed Retail Order Basic Rate credit for any executions outside 
of the Retail Liquidity Program. The same requirements of Rule 
7.44(a)(3) applies with respect to Retail Orders, whether within or 
outside of the Retail Liquidity Program. The Exchange described 
these details in a prior rule change that introduced the Retail 
Liquidity Program pricing, including that the manner in which an 
order was designated (i.e., either within or outside of the Retail 
Liquidity Program, or both) would determine the applicable pricing. 
See Securities Exchange Act Release No. 71722 (March 13, 2014), 79 
FR 15376 (March 19, 2014) (SR-NYSEArca-2014-22).
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    Currently, an ETP Holder that submits Retail Orders that provide 
liquidity, but that does not qualify for the Retail Order Tier or a 
separate Tiered rate in the Fee Schedule, is subject to the Basic Rate 
credit of $0.0020 per share for such executions. The Exchange proposes 
to add a new Basic Rate credit of $0.0030 per share for Retail Orders 
that provide liquidity.
Elimination of Obsolete Pricing
    The Fee Schedule currently includes several pricing tiers that have 
not encouraged ETP Holders to increase their activity to qualify for 
the tiers as significantly as the Exchange anticipated they would. 
These tiers are as follows: (i) Investor Tiers 1-4, (ii) Retail Order 
Cross Asset Tier, and (iii) Routable Order Cross Asset Tier. The 
Exchange proposes to remove these pricing tiers from the Fee Schedule 
as well as any related cross references.
    The proposed change is not otherwise intended to address any other 
issues, and the Exchange is not aware of any problems that ETP Holders 
would have in complying with the proposed change.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Act,\8\ in general, and furthers the 
objectives of Sections 6(b)(4) and 6(b)(5) of the Act,\9\ 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.
---------------------------------------------------------------------------

    \8\ 15 U.S.C. 78f(b).
    \9\ 15 U.S.C. 78f(b)(4) and (5).
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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 five months ago.\10\ 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 Arca-listed securities and UTP Securities while also providing the 
potential for price improvement to such order flow. The proposed new 
rates are a result of this review.
---------------------------------------------------------------------------

    \10\ See Securities Exchange Act Release No. 71722 (March 13, 
2014), 79 FR 15376 (March 19, 2014) (SR-NYSEArca-2014-22).
---------------------------------------------------------------------------

    The Exchange believes that providing a credit of $0.0003 per share 
for RLP and Non-RLP executions of RPIs against Retail Orders is 
reasonable because it would further incentivize submission of RPIs for 
interaction with Retail Orders and therefore could result in greater 
price improvement for 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. The proposed change also is reasonable 
because, 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.
    The Exchange notes that a significant percentage of the orders of 
individual investors are executed over-the-counter.\11\ 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 RLPs and non-RLPs being available for 
interaction with the Retail Orders. Together, this would increase

[[Page 54324]]

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 discriminatory and would continue 
to encourage greater retail participation on the Exchange.
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    \11\ 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.
---------------------------------------------------------------------------

    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.
Retail Order Tier and New Retail Order Basic Rate Credit
    The Exchange believes that it is reasonable that only Retail Orders 
that provide liquidity would count toward qualifying for the Retail 
Order Tier. This would result in the type of volume to which the 
corresponding credit applies being the same as the volume that counts 
toward qualification--i.e., only Retail Orders that provide liquidity 
for both. The Exchange also believes that the proposed change is 
reasonable because, while Retail Orders that remove liquidity would no 
longer count toward qualifying for the Retail Order Tier, the 
qualifying threshold would be decreased from 0.20% to 0.15%. The 
Exchange believes that the decreased threshold may balance the effect 
of the more narrow activity that would count toward qualifying. The 
Exchange believes that the proposed threshold of 0.15% is reasonable 
because it would remain within a range that the Exchange believes would 
continue to incentivize ETP Holders to submit Retail Orders to the 
Exchange in order to qualify for the applicable credit of $0.0033 per 
share. This would continue to contribute to increasing liquidity 
available on the Exchange.
    The Exchange believes that it is reasonable to add a new Basic Rate 
credit of $0.0030 per share for Retail Orders that provide liquidity. 
The Exchange believes that the proposed new credit would contribute 
further to balancing the effect of the more narrow activity that would 
count toward qualifying for the Retail Order Tier, as described above. 
In this regard, an ETP Holder that does not qualify for the Retail 
Order Tier would still be eligible for a credit for its Retail Orders 
that provide liquidity that is higher than the standard $0.0020 per 
share Basic Rate credit for providing liquidity, which the Exchange 
believes may be below the level that would continue to encourage 
submission of Retail Orders on the Exchange. The proposed new $0.0030 
Basic Rate credit would be set at a level that would reasonably 
contribute to encouraging ETP Holders to submit Retail Orders. Retail 
Orders that provide liquidity would receive the new Basic Rate credit 
of $0.0030 per share if the ETP Holder does not qualify for the Retail 
Order Tier or another Tiered rate in the Fee Schedule.
    The proposed new Retail Order Basic Rate credit would create an 
added financial incentive for ETP Holders to bring additional retail 
flow to a public market. The proposed new credit also is reasonable 
because it would reduce the costs of ETP Holders that represent retail 
flow and potentially also reduce costs to their customers. The Exchange 
also believes that the proposed $0.0030 credit is reasonable because it 
would be identical to the credit on New York Stock Exchange LLC for 
transactions in orders designated as ``retail'' that provide liquidity. 
The proposed credit also would be similar to the manner in which The 
Nasdaq Stock Market, LLC provides a $0.0033 credit for ``Designated 
Retail Orders'' that provide liquidity.\12\
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    \12\ See NASDAQ Rule 7018.
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    The Exchange believes that the proposed change is equitable and not 
unfairly discriminatory because maintaining or increasing the 
proportion of Retail Orders in exchange-listed securities that are 
executed on a registered national securities exchange (rather than 
relying on certain available off-exchange execution methods) would 
contribute to investors' confidence in the fairness of their 
transactions and would benefit all investors by deepening the 
Exchange's liquidity pool, supporting the quality of price discovery, 
promoting market transparency and improving investor protection. This 
aspect of the proposed change also is consistent with the Act because 
all similarly situated ETP Holders would pay the same rate, as is 
currently the case, and because all ETP Holders would be eligible to 
qualify for the rates by satisfying the related thresholds, where 
applicable. Furthermore, the submission of Retail Orders is optional 
for ETP Holders, in that an ETP Holder could choose whether to submit 
Retail Orders and, if it does, the extent of its activity in this 
regard.
Elimination of Obsolete Pricing
    The Exchange believes that it is reasonable to eliminate the 
obsolete pricing tiers from the Fee Schedule because ETP Holders have 
not increased their activity to qualify for these tiers as 
significantly as the Exchange anticipated they would. The Exchange 
believes that this is equitable and not unfairly discriminatory because 
the tiers would be eliminated entirely--no ETP Holders would remain 
able to qualify for the eliminated tiers. This aspect of the proposed 
change would therefore result in a more streamlined Fee Schedule, 
including with respect to removal of related cross references.
    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,\13\ 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 ETP Holders. 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

[[Page 54325]]

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. The removal of obsolete 
pricing tiers is not competitive in nature, but would result in a more 
streamlined Fee Schedule.
---------------------------------------------------------------------------

    \13\ 15 U.S.C. 78f(b)(8).
---------------------------------------------------------------------------

    Finally, the Exchange notes that it operates in a highly 
competitive market in which market participants can readily favor 
competing venues if they deem fee levels at a particular venue to be 
excessive or rebate opportunities available at other venues to be more 
favorable. In such an environment, the Exchange must continually adjust 
its fees and rebates to remain competitive with other exchanges and 
with alternative trading systems that have been exempted from 
compliance with the statutory standards applicable to exchanges. 
Because competitors are free to modify their own fees and credits in 
response, and because market participants may readily adjust their 
order routing practices, the Exchange believes that the degree to which 
fee changes in this market may impose any burden on competition is 
extremely limited. As a result of all of these considerations, the 
Exchange does not believe that the proposed changes will impair the 
ability of ETP Holders or competing order execution venues to maintain 
their competitive standing in the financial markets.

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    No written comments were solicited or received with respect to the 
proposed rule change.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    The foregoing rule change is effective upon filing pursuant to 
Section 19(b)(3)(A) \14\ of the Act and subparagraph (f)(2) of Rule 
19b-4 \15\ thereunder, because it establishes a due, fee, or other 
charge imposed by the Exchange.
---------------------------------------------------------------------------

    \14\ 15 U.S.C. 78s(b)(3)(A).
    \15\ 17 CFR 240.19b-4(f)(2).
---------------------------------------------------------------------------

    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) \16\ of the Act to determine whether the proposed 
rule change should be approved or disapproved.
---------------------------------------------------------------------------

    \16\ 15 U.S.C. 78s(b)(2)(B).
---------------------------------------------------------------------------

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-NYSEARCA-2014-95 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-NYSEARCA-2014-95. 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 on official business days between the hours 
of 10:00 a.m. and 3:00 p.m. Copies of the filing will also be available 
for inspection and copying at the NYSE's principal office and on its 
Internet Web site at www.nyse.com. All comments received will be posted 
without change; the Commission does not edit personal identifying 
information from submissions. You should submit only information that 
you wish to make available publicly. All submissions should refer to 
File Number SR-NYSEARCA-2014-95 and should be submitted on or before 
October 2, 2014.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\17\
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    \17\ 17 CFR 200.30-3(a)(12).
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Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2014-21651 Filed 9-10-14; 8:45 am]
BILLING CODE 8011-01-P
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