[Federal Register Volume 82, Number 66 (Friday, April 7, 2017)]
[Notices]
[Pages 17046-17048]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2017-06910]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-80363; File No. SR-NYSEArca-2017-13]


Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing 
and Immediate Effectiveness of Proposed Rule Change To Amend the 
Exchange's Schedule of Fees and Charges

April 3, 2017.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 
1934

[[Page 17047]]

(``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby given 
that, on March 20, 2017, NYSE Arca, Inc. (``Exchange'' or ``NYSE 
Arca'') filed with the Securities and Exchange Commission 
(``Commission'') the proposed rule change as described in Items I, II, 
and III below, which Items have been prepared by the self-regulatory 
organization. The Commission is publishing this notice to solicit 
comments on the proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to amend the Exchange's ``Schedule of Fees 
and Charges'' to add new Commentary .6 relating to waiver of the Annual 
Fee for an issuer that transfers its listing of securities to the 
Exchange from another national securities exchange, effective March 20, 
2017. The proposed rule change is available on the Exchange's Web site 
at www.nyse.com, at the principal office of the Exchange, and at the 
Commission's Public Reference Room.

II. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, the self-regulatory organization 
included statements concerning the purpose of, and basis for, the 
proposed rule change and discussed any comments it received on the 
proposed rule change. The text of those statements may be examined at 
the places specified in Item IV below. The Exchange has prepared 
summaries, set forth in sections A, B, and C below, of the most 
significant parts of such statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange proposes to amend the Exchange's Schedule of Fees and 
Charges (``Schedule'') to add new Commentary .6 relating to waiver of 
the Annual Fee for an issuer that transfers the listing of its 
securities to the Exchange from another national securities exchange, 
effective March 20, 2017, as described below.
    Currently, note 8 to the Schedule provides that issues are subject 
to Annual Fees in the year of listing, pro-rated based on days listed 
that calendar year. Thus, if an issuer transfers its listing from 
another national securities exchange to the Exchange, the issuer is 
billed for a pro-rated amount of the Annual Fee in the year of listing.
    The Exchange proposes to add Commentery [sic] .6 to the Schedule to 
provide that an issuer that transfers the listing of its securities 
from another national securities exchange would not be subject to the 
Annual Fee for the remainder of the calendar year following the date of 
listing on the Exchange.
    The proposed waiver of the Annual Fee would apply as of March 20, 
2017 and would not apply retroactively to transfers prior to such date.
    The Exchange believes that waiver of the Annual Fees in the 
circumstances described above is appropriate because issuers incur 
substantial legal and administrative costs in connection with delisting 
from one exchange and listing on another. Waiver of Annual Fees during 
the time frame specified above would partially offset such transfer 
costs. In addition, the proposed waiver would apply to all issuers of 
securities that transfer listing to the Exchange. Therefore, the 
Exchange believes there would be no unfair discrimination against 
issuers of securities listed on the Exchange.
    The Exchange notes that the market for listings is extremely 
competitive. Each listing exchange has a different fee schedule that 
applies to issuers seeking to list securities on its exchange. Issuers 
have the option to list their securities on these alternative venues 
based on the fees charged and the value provided by each listing. An 
issuer may have previously incurred listing and/or annual fees in 
connection with listing on another exchange. Therefore, such issuer may 
incur multiple listing and/or annual fees in the same year in 
connection with a listing transfer, which may operate as a disincentive 
to transferring to an exchange that the issuer determines is preferable 
based on the issuer's assessment of the exchange's services, value and 
market quality.
    Notwithstanding the waiver of the Annual Fee, as described above, 
the Exchange will continue to be able to fund its regulatory 
obligations.
2. Statutory Basis
    NYSE Arca believes that the proposal is consistent with Section 
6(b) \4\ of the Act, in general, and Section 6(b)(4) \5\ of the Act in 
particular, in that it provides for the equitable allocation of 
reasonable dues, fees and other charges among its issuers and other 
persons using its facilities. In addition, the Exchange believes the 
proposal is consistent with the requirement under Section 6(b)(5) \6\ 
that an exchange have rules that are designed to prevent fraudulent and 
manipulative acts and practices, to promote just and equitable 
principles of trade, to foster cooperation and coordination with 
persons engaged in regulating, clearing, settling, processing 
information with respect to, and facilitating transactions in 
securities, to remove impediments to, and perfect the mechanism of a 
free and open market and, in general, to protect investors and the 
public interest; and are not designed to permit unfair discrimination 
between customers, issuers, brokers, or dealers.
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    \4\ 15 U.S.C. 78f(b).
    \5\ 15 U.S.C. 78f(b)(4).
    \6\ 15 U.S.C. 78f(b)(5).
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    In particular, the Exchange believes the proposal represents an 
equitable allocation of fees and is not unfairly discriminatory because 
the proposed amendment would enable all issuers transferring from any 
other national securities exchange to benefit from the same waiver with 
respect to Annual Fees for a specified time period. The proposed waiver 
would apply to all issuers of securities that transfer listings to the 
Exchange. Therefore, the Exchange believes there would be no unfair 
discrimination against issuers of securities transferring listings to 
the Exchange.
    In addition, the Exchange believes that the proposed waiver is not 
unfairly discriminatory with respect to issuers that are already listed 
on the Exchange because issuers transferring from other markets may 
already have paid listing and/or annual fees at their predecessor 
market and may incur multiple listing and/or annual fees in the same 
year in connection with a listing transfer, which may operate as a 
disincentive to transferring a listing to an exchange that the issuer 
determines is preferable based on the issuer's assessment of an 
exchange's services, value and market quality. Due to the very limited 
anticipated loss of revenue associated with the proposed waiver, the 
Exchange does not expect the proposed fee waiver to affect its ability 
to devote the same level of resources to its oversight of its listed 
issues that benefit from the waiver as it does for other issuers or, 
more generally, impact its resource commitment to its regulatory 
oversight of the listing process or its regulatory programs.

[[Page 17048]]

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

    The Exchange does not believe that the proposed rule change will 
impose any burden on competition that is not necessary or appropriate 
in furtherance of the purpose of the Act. The proposed rule change is 
designed to enable all issuers of securities that transfer listing from 
any other national securities exchange to benefit from the same waiver 
with respect to Annual Fees for a specified time period. Issuers have 
the option to list their securities on alternative venues based on the 
fees charged and the value provided by such venue. Because issuers have 
a choice to list their securities on a different national securities 
exchange, the Exchange does not believe that the proposed fee change 
imposes a burden on competition. In addition, the waiver of Annual Fees 
as described herein would apply equally to all issuers.

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) \7\ of the Act and subparagraph (f)(2) of Rule 19b-
4 \8\ thereunder, because it establishes a due, fee, or other charge 
imposed by the Exchange.
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    \7\ 15 U.S.C. 78s(b)(3)(A).
    \8\ 17 CFR 240.19b-4(f)(2).
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    At any time within 60 days of the filing of such proposed rule 
change, the Commission summarily may temporarily suspend such rule 
change if it appears to the Commission that such action is necessary or 
appropriate in the public interest, for the protection of investors, or 
otherwise in furtherance of the purposes of the Act. If the Commission 
takes such action, the Commission shall institute proceedings under 
Section 19(b)(2)(B) \9\ of the Act to determine whether the proposed 
rule change should be approved or disapproved.
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    \9\ 15 U.S.C. 78s(b)(2)(B).
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IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the Act. Comments may be submitted by any of 
the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number SR-NYSEArca-2017-13 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-2017-13. This 
file number should be included on the subject line if email is used. To 
help the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all 
written statements with respect to the proposed rule change that are 
filed with the Commission, and all written communications relating to 
the proposed rule change between the Commission and any person, other 
than those that may be withheld from the public in accordance with the 
provisions of 5 U.S.C. 552, will be available for Web site viewing and 
printing in the Commission's Public Reference Room, 100 F Street NE., 
Washington, DC 20549 on official business days between the hours of 
10:00 a.m. and 3:00 p.m. Copies of the filing also will be available 
for inspection and copying at the principal office of the Exchange. All 
comments received will be posted without change; the Commission does 
not edit personal identifying information from submissions. You should 
submit only information that you wish to make available publicly. All 
submissions should refer to File Number SR-NYSEArca-2017-13 and should 
be submitted on or before April 28, 2017.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\10\
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    \10\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-06910 Filed 4-6-17; 8:45 am]
 BILLING CODE 8011-01-P