[Federal Register Volume 80, Number 131 (Thursday, July 9, 2015)]
[Notices]
[Pages 39468-39472]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2015-16726]


-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-75353; File No. SR-NYSE-2015-30]


Self-Regulatory Organizations; New York Stock Exchange LLC; 
Notice of Filing of Proposed Rule Change To Amend Its Price List To 
Revise: (i) The Non-Tier Adding Credit; (ii) Certain Fees for 
Executions at the Close; (iii) Credits Applicable to Designated Market 
Makers; (iv) Credits Applicable to Supplemental Liquidity Providers; 
and (v) Pricing Related to the Retail Liquidity Program Under Rule 107C 
as it Relates to Designated Market Maker Transactions, and To Make Non-
Substantive Changes to the Price List

July 2, 2015.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 
1934 (the ``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby 
given that, on June 26, 2015, New York Stock Exchange LLC (``NYSE'' or 
the ``Exchange'') 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 its price list to revise: (i) The 
non-tier adding credit; (ii) certain fees for executions at the close; 
(iii) credits applicable to designated market makers; (iv) credits 
applicable to supplemental liquidity providers; and (v) pricing related 
to the retail liquidity program under rule 107c as it relates to 
designated market maker transactions, and to make non-substantive 
changes to the price list. 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 revise (i) the 
Non-Tier Adding Credit; (ii) certain fees for executions at the close; 
(iii) credits applicable to Designated Market Makers (``DMMs''); (iv) 
credits applicable to Supplemental Liquidity Providers (``SLPs''); and 
(v) pricing related to the Retail Liquidity Program under Rule 107C as 
it relates to DMM transactions, and to make non-substantive changes to 
the Price List. The Exchange proposes to implement the fee change 
effective July 1, 2015.
Member Organization Non-Tier Adding Credit
    Member organizations are currently eligible for the Non-Tier Adding 
Credit for all orders in securities priced $1.00 or more, other than 
Midpoint Passive Liquidity (``MPL'') \4\ and Non-Display Reserve 
orders, that add liquidity to the NYSE unless a higher credit applies. 
The applicable rate for the Non-Tier Adding Credit is $0.0015 per 
share. The Exchange proposes to lower this credit to $0.0014 per share. 
The credits applicable to MPL orders and Non-Display Reserve orders 
would be unchanged.
---------------------------------------------------------------------------

    \4\ 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''). See 
Rule 13. See also 17 CFR 242.600(b)(57).
---------------------------------------------------------------------------

Executions at the Close
    The Exchange currently charges member organizations $0.00095 per 
share for market-at-the-close (``MOC'') and limit-at-the-close 
(``LOC'') orders, unless a member organization meets specified 
thresholds set forth in the Price List for MOC and LOC activity. The 
Exchange proposes to increase this fee by $0.00005 to $0.0010 per share 
and to identify this pricing tier in the Price List as Non-Tier MOC/
LOC.
    The Exchange currently charges $0.00065 per share for all MOC and 
LOC orders from any member organization executing (i) an ADV of MOC and 
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 and 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 and 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 $0.00070 per share 
and to identify this pricing tier in the Price List as MOC/LOC Tier 2.
    The Exchange does not propose to change the fee of $0.0006 per 
share applicable to MOC and LOC orders from any member organization 
executing an ADV of MOC and LOC activity on the NYSE in that month of 
at least 0.575% of NYSE CADV. The Exchange proposes to identify this 
tier in the Price List as MOC/LOC Tier 1.

[[Page 39469]]

DMMs
    DMMs are currently eligible for a per share credit of $0.0025 when 
adding liquidity in shares of each More Active Security \5\ if the More 
Active Security has a stock price of $1.00 or more and the DMM quotes 
at the National Best Bid or Offer (``NBBO'') in the applicable security 
at least 10% of the time in the applicable month (``More Active 
Securities Quoting Requirement''). The Exchange proposes to raise this 
credit to $0.0027 per share.
---------------------------------------------------------------------------

    \5\ A ``More Active Security'' is a security with an average 
daily consolidated volume in the previous month equal to or greater 
than one million shares. See Price List.
---------------------------------------------------------------------------

    DMMs are currently eligible for a per share credit when adding 
liquidity in shares of each More Active Security if (a) the More Active 
Security has a stock price of $1.00 or more, (b) the DMM meets the More 
Active Securities Quoting Requirement, (c) the DMM Quoted Size for an 
applicable month is at least 15% of the NYSE Quoted Size (defined in 
the Price List as the ``More Active Securities Quoted Size Ratio 
Requirement''), and (d) the DMM's providing liquidity meets certain 
thresholds, as follows:
     $0.0029 per share if the DMM's providing liquidity is 15% 
or less of the NYSE's total intraday adding liquidity in each such 
security for that month; \6\ or
---------------------------------------------------------------------------

    \6\ The NYSE total intraday adding liquidity is totaled monthly 
and includes all NYSE adding liquidity, excluding NYSE open and NYSE 
close volume, by all NYSE participants, including SLPs, customers, 
Floor brokers and DMMs. See Price List.
---------------------------------------------------------------------------

     $0.0032 per share if the DMM's providing liquidity is more 
than 15% of the NYSE's total intraday adding liquidity in each such 
security for that month.
    The ``NYSE Quoted Size'' is calculated by multiplying the average 
number of shares quoted on the NYSE at the NBBO by the percentage of 
time the NYSE had a quote posted at the NBBO. The ``DMM Quoted Size'' 
is calculated by multiplying the average number of shares of the 
applicable security quoted at the NBBO by the DMM by the percentage of 
time during which the DMM quoted at the NBBO.
    The Exchange proposes to make the following changes to these 
credits:
    The Exchange proposes to raise the $0.0029 per share credit to 
$0.0031 per share when the DMM has a DMM Quoted Size for an applicable 
month that is at least 10% of the NYSE Quoted Size, reduced from the 
current requirement of 15% of the NYSE Quoted Size. In addition, the 
requirement that a DMM provide liquidity of 15% or less of the NYSE's 
total intraday adding liquidity to receive this credit would no longer 
apply.
    The Exchange proposes to raise the $0.0032 per share credit when 
adding liquidity to $0.0034 per share. The requirements for this credit 
would remain unchanged, including the requirement to provide liquidity 
of more than 15% of the NYSE's total intraday adding liquidity in each 
such security for that month.
    The Exchange proposes to delete the defined term, ``More Active 
Securities Quoted Size Ratio Requirement,'' as currently set forth in 
the Price List, as part of the changes to these credits.
    In any month in which a DMM quotes at the NBBO at least 20% of the 
time in a security with a Security CADV \7\ of less than 1,000,000 
shares per month (``Less Active Securities''), such DMM receives all of 
the market data quote revenue (the ``Quoting Share'') received by the 
Exchange from the Consolidated Tape Association under the Revenue 
Allocation Formula of Regulation NMS (regardless of whether the stock 
price exceeds $1.00). If the DMM quotes at the NBBO in a Less Active 
Security \8\ at least 15% of the time, but quotes less than 20% of the 
time in an applicable month, the DMM receives 50% of the Quoting Share.
---------------------------------------------------------------------------

    \7\ ``Security CADV'' is defined in the Price List as the 
average daily consolidated volume of a security.
    \8\ ``Less Active Securities'' are defined in the Price List as 
securities that have a Security CADV of less than 1,000,000 shares 
per month in the previous month.
---------------------------------------------------------------------------

    The Exchange proposes to raise the threshold for the Security CADV 
of securities with respect to which DMMs would receive the Quoting 
Share from less than 1,000,000 shares to less than 1,500,000 shares in 
the previous month. A DMM would receive 50% of the Quoting Share if it 
quotes at the NBBO in a security that has a Security CADV of less than 
1,500,000 shares in the previous month at least 15% of the time, but 
less than 20% of the time in an applicable month.
SLPs
    SLPs are eligible for certain credits when adding liquidity to the 
Exchange. The amount of the credit is currently determined by the 
``tier'' for which the SLP qualifies, which is based on the SLP's level 
of quoting and the ADV of liquidity added by the SLP in assigned 
securities.
    Currently, SLP Tier 3 provides that when adding liquidity to the 
NYSE in securities with a share price of $1.00 or more, an SLP is 
eligible for a credit of $0.0023 per share traded if the SLP (1) meets 
the 10% average or more quoting requirement in assigned securities 
pursuant to Rule 107B and (2) adds liquidity for assigned SLP 
securities in the aggregate \9\ of an ADV \10\ of more than 0.20% of 
NYSE CADV,\11\ or with respect to an SLP that is also a DMM and subject 
to Rule 107B(i)(2)(a),\12\ more than 0.15% of NYSE CADV. The SLP Tier 3 
credit in the case of Non-Displayed Reserve Orders is $0.0008. For less 
active SLP securities (i.e., securities with an ADV in the previous 
month of 500,000 share or less per month (``Less Active SLP 
Securities'')), under SLP Tier 3, the SLP is eligible for a per share 
credit of $0.0028; $0.0013 if a Non-Displayed Reserve Order.
---------------------------------------------------------------------------

    \9\ Under Rule 107B, an SLP can be either a proprietary trading 
unit of a member organization (``SLP-Prop'') or a registered market 
maker at the Exchange (``SLMM''). For purposes of the 10% average or 
more quoting requirement in assigned securities pursuant to Rule 
107B, quotes of an SLP-Prop and an SLMM of the same member 
organization are not aggregated. However, for purposes of adding 
liquidity for assigned SLP securities in the aggregate, shares of 
both an SLP-Prop and an SLMM of the same member organization are 
included.
    \10\ The defined term, ``ADV,'' used here as defined in footnote 
2 to the Price List.
    \11\ NYSE CADV is defined in the Price List as the consolidated 
average daily volume of NYSE-listed securities.
    \12\ Rule 107B(i)(2)(A) prohibits a DMM from acting as a SLP in 
the same securities in which it is a DMM.
---------------------------------------------------------------------------

    Similarly, SLP Tier 2 provides that an SLP adding liquidity in 
securities with a per share price of $1.00 or more is eligible for a 
per share credit of $0.0026 if the SLP: (1) Meets the 10% average or 
more quoting requirement in an assigned security pursuant to Rule 107B; 
and (2) adds liquidity for all assigned SLP securities in the aggregate 
of an ADV of more than 0.45% of NYSE CADV, or with respect to an SLP 
that is also a DMM and subject to Rule 107B(i)(2)(a), more than 0.40% 
of NYSE CADV.\13\ The SLP Tier 2 credit in the case of Non-Displayed 
Reserve Orders is $0.0011. For Less Active SLP Securities, under SLP 
Tier 2, the SLP is eligible for a per share credit of $0.0031; 
[$]0.0016 if a Non-Displayed Reserve Order.
---------------------------------------------------------------------------

    \13\ In determining whether an SLP meets the requirement to add 
liquidity in the aggregate of an ADV of more than 0.35% or 0.30% 
depending on whether the SLP is also a DMM, the SLP may include 
shares of both an SLP-Prop and an SLMM of the same member 
organization.
---------------------------------------------------------------------------

    SLP Tier 1 provides that an SLP adding liquidity in securities with 
a per share price of $1.00 or more is eligible for a per share credit 
of $0.0029 if the SLP: (1) Meets the 10% average or more quoting 
requirement in an assigned security pursuant to Rule 107B; and (2) adds 
liquidity for all for assigned SLP securities in the aggregate of an 
ADV of more than 0.90% of NYSE CADV, or with respect to an SLP that is 
also a

[[Page 39470]]

DMM and subject to Rule 107B(i)(2)(a), more than 0.85% of NYSE CADV. 
The SLP Tier 1 credit in the case of Non-Displayed Reserve Orders is 
$0.0014. For Less Active SLP Securities, the SLP is eligible for a per 
share credit of $0.0034; $0.0019 if a Non-Displayed Reserve Order.
    Finally, the SLP Non-Tier provides that an SLP adding liquidity in 
securities with a per share price of $1.00 or more that does not 
qualify for the credits described above is eligible for the applicable 
rate for the base SLP tier, which would be the rate that applies to the 
non-SLP activity of the member organization, i.e., the non-Tier Adding 
Credit, Tier 3 Adding Credit, Tier 2 Adding Credit or Tier 1 Adding 
Credit (``SLP Non-Tier''). In the case of Non-Displayed Reserve Orders, 
there is no credit under the SLP Non-Tier.
    For SLP Tier 3, SLP Tier 2, and SLP Tier 1, the Exchange proposes 
to eliminate the higher credits that currently apply to Less Active 
Securities. Accordingly, regardless of the ADV of a security, SLPs 
would receive a per share credit of $0.0023, $0.0026, and $0.0029 for 
SLP Tier 3, SLP Tier 2, and SLP Tier 1, respectively and $.0008, 
$0.0011, and $0.0014 for Non-Displayed Reserve Orders for SLP Tier 3, 
SLP Tier 2, and SLP Tier 1, respectively.
    In addition, for SLP Tier 1 and SLP Tier 2, the Exchange proposes 
to lower the ADV percentage requirement for credits for SLPs that are 
also DMMs and subject to Rule 107B(i)(2)(A). The ADV percentage 
requirement for SLPs that are also DMMs and subject to Rule 
107B(i)(2)(A) for SLP Tier 1 and SLP Tier 2 would decrease from 0.85% 
to 0.65% and 0.40% to [0.30%], respectively. The Exchange does not 
propose to change the ADV percentage requirement for SLP Tier 3, nor 
does the Exchange propose any changes to the SLP Non-Tier.
    Finally, the Exchange proposes to raise the per share credits for 
Non-Displayed Reserve Orders for SLP Tier 3, from $0.0008 to $0.0009, 
for SLP Tier 2, from $0.0011 to $0.0012, and for SLP Tier 1, from 
$0.0014 to $0.0015.
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.\14\ 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.\15\ 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 ``RPIs,'' 
which are non-displayed interest that is better than the PBBO.\16\ 
Member organizations other than RLPs are also permitted, but not 
required, to submit RPIs.
---------------------------------------------------------------------------

    \14\ See Rule 107C. See also Securities Exchange Act Release 
Nos. 67347 (July 3, 2012), 77 FR 40673 (July 10, 2012) (SR-NYSE-
2011-55) (establishing the Retail Liquidity Program pilot) and 74454 
(March 6, 2015), 80 FR 13054 (March 12, 2015) (SR-NYSE-2015-10) 
(extending the pilot period to September 30, 2015).
    \15\ 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.
    \16\ 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 currently provided 
with a credit of $0.0003 per share if the RLP satisfies the applicable 
percentage requirement of Rule 107C. RPIs of an RLP that does not 
satisfy the applicable percentage requirement of Rule 107C are subject 
to a 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 a credit of $0.0003 per share 
applies.
    For executions of Retail Orders if executed against RPIs or MPL 
Orders, RMOs are not currently charged or provided with a credit (i.e., 
they are free).\17\
---------------------------------------------------------------------------

    \17\ Retail Orders are otherwise charged according to standard 
fees applicable to non-Retail Orders if executed against the Book.
---------------------------------------------------------------------------

    The Exchange proposes a credit of $0.0020 per share for executions 
of an RPI by a DMM that is not an RLP against a Retail Order. The 
Exchange also proposes to exclude DMMs from the other rates applicable 
to non-RLP Member organizations in connection with the executions of 
RPIs against Retail Orders.
    Finally, the Exchange proposes to make non-substantive changes to 
the Price List. Effective June 1, 2015, the Exchange eliminated the 
credit of $0.0010 per share for executions of Non-Displayed Reserve 
Orders for market participants, other than SLPs, that provide 
liquidity.\18\ The Exchange proposes to add a line item to the Price 
List for Non-Displayed Reserve Orders, and to add a comma to the 
description of the Non-Tier Adding Credit, to make it clear in the 
Price List that there is no charge with respect to executions of Non-
Displayed Reserve Orders for market participants, other than SLPs, that 
provide liquidity.
---------------------------------------------------------------------------

    \18\ See Securities Exchange Act Release No. 75139 (June 10, 
2015), 80 FR 34475 (June 16, 2015) (SR-NYSE-2015-28).
---------------------------------------------------------------------------

    The above proposed changes are not otherwise intended to address 
any other issues, and the Exchange is not aware of any problems that 
members and 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,\19\ in general, and furthers the 
objectives of Sections 6(b)(4) and 6(b)(5) of the Act,\20\ 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.
---------------------------------------------------------------------------

    \19\ 15 U.S.C. 78f(b).
    \20\ 15 U.S.C. 78f(b)(4) and (5).
---------------------------------------------------------------------------

Member Organization Non-Tier Adding Credit
    The Exchange believes that the change to the Member Organization 
Non-Tier Adding Credit for executions of orders in securities with a 
per share price of $1.00 or more is reasonable, equitable and not 
unfairly discriminatory because it is intended to incentivize member 
organizations to submit additional amounts of liquidity to the Exchange 
to be eligible to receive the higher credits available from the Tier 1 
Adding Credit, the Tier 2 Adding Credit and the Tier 3 Adding Credit. 
The Exchange believes that the proposed lower credit for the Member 
Organization Non-Tier Adding Credit is equitable and not unfairly 
discriminatory because it would apply equally to all member 
organizations.

[[Page 39471]]

Executions at the Close
    The Exchange believes that increasing the MOC/LOC Non-Tier fee to 
$0.0010 is reasonable because this rate would be lower than the non-
tier rate, Tier F, for market-on-close and limit-on-close orders on the 
NASDAQ Stock Market (``NASDAQ''), of $0.0015 per executed share.\21\ 
Similarly, the Exchange believes that increasing the MOC/LOC Tier 2 fee 
to $0.0007 per share is reasonable because it would be lower than the 
lowest fee for market-on-close and limit-on-close orders on NASDAQ, of 
$0.0008 per executed share. The Exchange notes that it is not changing 
the fee of $0.0006 for MOC/LOC Tier 1. The Exchange believes that 
maintaining the lowest fee for the highest liquidity requirements would 
incentivize member organizations to send in more closing auction volume 
to the primary market, thereby deepening the Exchange's liquidity pool 
and supporting the quality of price discovery. The Exchange believes 
that it is equitable and not unfairly discriminatory to charge lower 
fees to member organizations that make significant contributions to 
market quality by providing higher volumes of liquidity, which benefits 
all market participants. The Exchange believes the proposed fees are 
equitable and not unfairly discriminatory because all similarly 
situated member organizations would be subject to the same fee 
structure.
---------------------------------------------------------------------------

    \21\ See NASDAQ Rule 7018(d).
---------------------------------------------------------------------------

    The Exchange believes that the proposal to add defined terms to the 
Price List for the MOC/LOC fee tiers is reasonable because the change 
would make the Price List clearer and easier to understand.
DMMs
    The Exchange believes that the proposed higher credits would 
increase the incentive to DMMs to provide additional liquidity on the 
Exchange to meet the quoting and quoted size requirements for the 
higher credits. Moreover, the requirement is equitable and not unfairly 
discriminatory because it would apply equally to all DMM firms.
    The Exchange believes that the $0.0031 rebate for DMMs when adding 
liquidity with orders, other than MPL orders, in a More Active Security 
if the More Active Security has a stock price of $1.00 or more and the 
DMM meets the More Active Securities Quoting Requirement and has a DMM 
Quoted Size for an applicable month that is at least 10% of the NYSE 
Quoted Size is reasonable because the requirement for DMM Quoted Size 
would be reduced from 15% to 10% of the NYSE Quote Size, the DMM would 
still need to meet the More Active Securities Quoting Requirement of 
10%, and the requirement for providing liquidity of 15% or less of the 
NYSE's total intraday adding in liquidity in each such security would 
no longer apply. The Exchange believes that maintaining the requirement 
for DMM Quoted Size at 15% of the NYSE Quote Size for the $0.0034 
credit is reasonable as the credit for meeting that requirement would 
be higher than the $0.0031 credit for meeting the lower requirement of 
at least 10% of NYSE Quoted Size. Moreover, the requirements are 
equitable and not unfairly discriminatory because they would apply 
equally to all DMMs.
    The Exchange believes that expanding the number of securities that 
can make a DMM eligible to receive the market data quote revenue is 
reasonable as it would encourage greater quoting in an expanded 
universe of less actives securities where there may be fewer liquidity 
providers. Moreover, the requirement is equitable and not unfairly 
discriminatory because it would apply equally to all DMMs.
SLPs
    The Exchange believes that removing the higher credits for SLPs 
that apply to providing liquidity in Less Active Securities is 
reasonable and would not impose a burden on competition because the 
credits would be removed in their entirety and generally have not 
encouraged liquidity on the Exchange, as intended.
    The Exchange believes that lowering the ADV percentage requirements 
for the SLP Tier 1 and SLP Tier 2 credits for SLPs that are also DMMs 
and subject to Rule 107B(i)(2)(A) is reasonable because lowering the 
requirements would increase the incentives to add liquidity and more 
closely compares to the requirements for SLP Tier 3. Moreover, the 
requirement is equitable and not unfairly discriminatory because it 
would apply equally to all SLPs.
    The Exchange believes that increasing the credits for SLPs for Non-
Displayed Reserve Orders for SLP Tier 3, SLP Tier 2 and SLP Tier 1 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 proposed changes also are 
equitable and not unfairly discriminatory because all similarly 
situated SLPs would be eligible to qualify for the rates by satisfying 
the related thresholds, where applicable.
Retail Liquidity Program
    The Exchange believes that the proposed change to the rates under 
the Retail Liquidity Program is reasonable. The Exchange originally 
introduced the existing rates approximately three years ago.\22\ 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 rate is a result of 
this review.
---------------------------------------------------------------------------

    \22\ See Securities Exchange Act Release No. 67529 (July 27, 
2012), 77 FR 46137 (August 2, 2012) (SR-NYSE-2012-30).
---------------------------------------------------------------------------

    The proposed new rate would be set at a level that would reasonably 
incentivize DMMs to contribute to RPI liquidity being available for 
interaction with Retail Orders which would encourage more Retail Orders 
being submitted to the Exchange. 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. In addition, the 
Exchange believes that it is equitable and not unfairly discriminatory 
to allocate higher or additional credits to DMMs compared to other 
market participants because the higher credit is reasonably related to 
a DMM's affirmative obligations on the Exchange.\23\ The Exchange also 
believes the proposed credit is equitable and not unfairly 
discriminatory because it will apply equally to all DMMs.
---------------------------------------------------------------------------

    \23\ Under Rule 104(a), DMMs registered in one or more 
securities traded on the Exchange have obligations with respect to 
the quality of the markets in securities to which they are assigned, 
such as engaging in a course of dealings for their own account to 
provide a continuous two-sided quote with reasonable size, 
maintaining fair and orderly markets and facilitating openings, 
reopenings, and the close of trading in assigned securities.
---------------------------------------------------------------------------

    The Exchange believes that the non-substantive clarifying changes 
to the

[[Page 39472]]

Price List are reasonable because they are designed to provide greater 
transparency with regard to how the Exchange assesses fees and provides 
rebates. The Exchange notes that the proposed non-substantive 
clarifying changes are not designed to amend any fee or rebate, nor to 
change how the Exchange assesses fees or calculates credits. In 
particular, the proposed changes are reasonable and equitable because 
they do not modify the fees or credits applicable to Non-Displayed 
Reserve Orders for market participants, other than SLPs, that provide 
liquidity.
    The Exchange believes that it is subject to significant competitive 
forces, as described below in the Exchange's statement regarding the 
burden on competition.
    For the foregoing reasons, the Exchange believes that the proposal 
is consistent with the Act.

B. Self-Regulatory Organization's Statement on Burden on Competition

    In accordance with Section 6(b)(8) of the Act,\24\ 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 contribute to the Exchange's market quality by promoting 
price discovery and ultimately increased competition. For the same 
reasons, the proposed change also would not impose any burden on 
competition among market participants. Pricing for executions at the 
opening would remain at the same relatively low levels and would 
continue to reflect the benefit that market participants receive 
through the ability to have their orders interact with other liquidity 
at the opening.
---------------------------------------------------------------------------

    \24\ 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 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) \25\ of the Act and subparagraph (f)(2) of Rule 
19b-4 \26\ thereunder, because it establishes a due, fee, or other 
charge imposed by the Exchange.
---------------------------------------------------------------------------

    \25\ 15 U.S.C. 78s(b)(3)(A).
    \26\ 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) \27\ of the Act to determine whether the proposed 
rule change should be approved or disapproved.
---------------------------------------------------------------------------

    \27\ 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 (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number SR-NYSE-2015-30 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-NYSE-2015-30. This file 
number should be included on the subject line if email is used. To help 
the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all 
written statements with respect to the proposed rule change that are 
filed with the Commission, and all written communications relating to 
the proposed rule change between the Commission and any person, other 
than those that may be withheld from the public in accordance with the 
provisions of 5 U.S.C. 552, will be available for Web site viewing and 
printing in the Commission's Public Reference Room, 100 F Street NE., 
Washington, DC 20549 on official business days between the hours of 
10:00 a.m. and 3:00 p.m. Copies of the filing 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-NYSE-2015-30 and should be submitted on or before July 
30, 2015.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\28\
---------------------------------------------------------------------------

    \28\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Robert W. Errett,
Deputy Secretary.
[FR Doc. 2015-16726 Filed 7-8-15; 8:45 am]
BILLING CODE 8011-01-P