[Federal Register Volume 82, Number 193 (Friday, October 6, 2017)]
[Notices]
[Pages 46865-46867]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2017-21539]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-81796; File No. SR-NYSEArca-2017-105]


Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing 
and Immediate Effectiveness of Proposed Rule Change To Amend the 
Schedule of Fees and Charges Relating to the Listing Fees Applicable to 
Exchange Traded Products

October 2, 2017.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 
1934 (``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby given 
that on September 19, 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 Exchange. 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'' relating to the Listing Fee applicable to Exchange Traded 
Products, effective September 19, 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'') relating to the ``Listing Fee'' applicable to 
Exchange-Traded Products (``ETPs''), effective September 19, 2017, as 
described below.\4\
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    \4\ For the purposes of the Schedule, the term ``Exchange Traded 
Products'' includes securities described in NYSE Arca Rules 5.2-
E(j)(3) (Investment Company Units); 8.100-E (Portfolio Depositary 
Receipts); 8.200-E (Trust Issued Receipts); 8.201-E (Commodity-Based 
Trust Shares); 8.202-E (Currency Trust Shares); 8.203-E (Commodity 
Index Trust Shares); 8.204-E (Commodity Futures Trust Shares); 
8.300-E (Partnership Units); 8.500-E (Trust Units); 8.600-E (Managed 
Fund Shares), and 8.700-E (Managed Trust Securities).
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    Currently the Schedule does not impose a Listing Fee for the 
following ETPs listed on the Exchange pursuant to Rule 19b-4(e) under 
the Act, and for which a proposed rule change pursuant to Section 19(b) 
of the Act is not required to be filed with the Commission: \5\ 
Investment Company Units; Portfolio Depositary Receipts; Currency Trust 
Shares and Managed Fund Shares (collectively, ``Generically-Listed 
Exchange Traded Products'').\6\
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    \5\ Exchange rules applicable to Trust Issued Receipts 
(Commentary .02 to NYSE Arca Rule 8.200-E); Commodity-Based Trust 
Shares (NYSE Arca Rule 8.201-E), Commodity Index Trust Shares (NYSE 
Arca Rule 8.203-E),, [sic] Commodity Futures Trust Shares (NYSE Arca 
Rule 8.204-E), Partnership Units (NYSE Arca Rule 8.300-E), Trust 
Units (NYSE Arca Rule 8.500-E), and Managed Trust Securities (NYSE 
Arca Rule 8.700-E) do not provide for listing pursuant to Rule 19b-
4(e) under the Act.
    \6\ See Securities Exchange Act Release Nos. 77883 (May 23, 
2016), 81 FR 33720 (May 27, 2016) (SR-NYSEArca-2016-69) (Notice of 
Filing and Immediate Effectiveness of Proposed Rule Change Amending 
the Exchange's Schedule of Fees and Charges to Eliminate the Listing 
Fee in Connection with Exchange Listing of Certain Exchange Traded 
Products); 78633 (August 22, 2016), 81 FR 59025 (August 26, 2016) 
(SR-NYSEArca-2016-114) (Notice of Filing and Immediate Effectiveness 
of Proposed Rule Change Amending the Exchange's Schedule of Fees and 
Charges to Eliminate the Listing Fee in Connection with Exchange 
Listing of Certain Exchange Traded Products).
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    Certain other ETPs--specifically, Trust Issued Receipts,\7\ 
Commodity-

[[Page 46866]]

Based Trust Shares, Commodity Index Trust Shares, Commodity Futures 
Trust Shares, Partnership Units, Trust Units, and non-generically-
listed Investment Company Units, Portfolio Depositary Receipts, Managed 
Fund Shares, and Currency Trust Shares--are subject to a Listing Fee of 
$7,500.\8\ Under Item 5b of the Schedule, Managed Trust Securities are 
subject to a Listing Fee of $10,000.
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    \7\ Commentary .01 to NYSE Arca Rule 8.200-E provides generic 
standards for listing Trust Issued Receipts pursuant to Rule 19b-
4(e) under the Act. However, the Exchange does not currently intend 
to list Trust Issued Receipts under Commentary .01, but instead 
lists Trust Issued Receipts under Commentary .02 to NYSE Arca Rule 
8.200-E, which does not provide generic standards for listing 
pursuant to Rule 19b-4(e) under the Act. Before listing any Trust 
Issued Receipts pursuant to Commentary .01 to NYSE Arca Rule 8.200-
E, the Exchange will first file a proposed rule change with respect 
to the Listing Fee applicable to any such generically-listed 
securities.
    \8\ Exchange rules applicable to Trust Issued Receipts 
(Commentary .02 to NYSE Arca Rule 8.200-E); Commodity-Based Trust 
Shares (NYSE Arca Rule 8.201-E), Commodity Index Trust Shares (NYSE 
Arca Rule 8.203-E),, [sic] Commodity Futures Trust Shares (NYSE Arca 
Rule 8.204-E), Partnership Units (NYSE Arca Rule 8.300-E), Trust 
Units (NYSE Arca Rule 8.500-E), and Managed Trust Securities (NYSE 
Arca Rule 8.700-E) do not provide for listing pursuant to Rule 19b-
4(e) under the Act.
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    The Exchange proposes to amend the Listing Fee applicable to ETPs 
in two respects. First, the Exchange proposes to reduce the listing fee 
for Managed Trust Securities from $10,000 to $7,500. Thus, under the 
proposed change, the same Listing Fee of $7,500 would apply to all non-
generically listed ETPs.
    Second, the Exchange proposes to amend the Schedule to provide 
that, if three or more issues of ETPs, other than Generically-Listed 
Exchange Traded Products, are issued by the same issuer and are listed 
on the Exchange in the same calendar year, such issues will be subject 
to an aggregate maximum Listing Fee of $22,500 for all such listed 
issues combined.\9\
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    \9\ With respect to the aggregate maximum Listing Fee of 
$22,500, the Exchange would not apply this provision retroactively, 
and the Exchange would not provide a refund of Listing Fees to an 
issuer that has listed four or more ETP issues in 2017 or prior 
calendar years.
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    The Exchange believes reducing the Listing Fee for Managed Trust 
Securities would result in a uniform Listing Fee for all non-
generically listed ETPs and would help correlate the Listing Fee to the 
resources required to list such issues on the Exchange. The Exchange 
believes it is appropriate to continue to charge a Listing Fee for ETPs 
for which a proposed rule change pursuant to Section 19(b) of the Act 
is required to be filed because of the additional time and resources 
required by Exchange staff to prepare and review such filings and to 
communicate with issuers and the Commission regarding such filings.
    With respect to the aggregate maximum Listing Fee of $22,500 for 
three or more ETPs, as described above, the Exchange believes it is 
appropriate to provide a cap on the Listing Fee for multiple ETPs from 
the same issuer, as described above, because such a cap will facilitate 
the issuance of additional ETPs, which may provide enhanced competition 
among ETP issuers, while providing a reduction in fees to certain 
issuers listing multiple ETPs during a calendar year. The proposed cap 
would apply equally to all issuers listing multiple ETPs on the 
Exchange during a calendar year. The Exchange believes that a Listing 
Fee cap, as described above, is appropriate in such cases because the 
Exchange experiences efficiencies commensurate with the proposed 
Listing Fee cap in working with issuers on a repeated basis in 
connection with developing and listing multiple ETPs.
    Annual Fees set forth in the Schedule applicable to ETPs would 
remain unchanged.
    Notwithstanding the reduction of the Listing Fee applicable to 
Managed Trust Securities, as well as the cap of $22,500 for multiple 
listings of ETPs by the same issuer in a calendar year, 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) \10\ of the Act, in general, and Section 6(b)(4) \11\ 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) \12\ 
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. The proposed reduction 
of the Listing Fee for Managed Trust Securities, as described above, is 
equitable and does not unfairly discriminate among issuers because it 
would apply uniformly to all such issues listed under Exchange rules. 
In addition, all ETPs other than Generically-Listed Exchange Traded 
Products would be subject to the same Listing Fee following the 
proposed Listing Fee reduction.
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    \10\ 15 U.S.C. 78f(b).
    \11\ 15 U.S.C. 78f(b)(4).
    \12\ 15 U.S.C. 78f(b)(5).
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    With respect to the aggregate maximum Listing Fee of $22,500 for 
three or more ETPs, as described above, the Exchange believes it is 
appropriate to provide a cap on the Listing Fee for multiple ETPs from 
the same issuer because such a cap will facilitate the issuance of 
additional ETPs, which may provide enhanced competition among ETP 
issuers, while providing a reduction in fees to certain issuers listing 
multiple ETPs during a calendar year. The proposed cap would apply 
equally to all issuers listing multiple ETPs on the Exchange during a 
calendar year. The Exchange believes that a Listing Fee cap, as 
described above, is appropriate in such cases because the Exchange 
experiences efficiencies commensurate with the proposed Listing Fee cap 
in working with issuers on a repeated basis in connection with 
developing and listing multiple ETPs.
    The Exchange believes it is appropriate to continue to charge a 
Listing Fee for ETPs for which a proposed rule change pursuant to 
Section 19(b) of the Act is required to be filed because of the 
significant additional extensive time, legal and business resources 
required by Exchange staff to prepare and review such filings and to 
communicate with issuers and the Commission regarding such filings.

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 Exchange believes the 
proposed rule change would promote competition because it will reduce 
the Listing Fee for Managed Trust Securities and cap the aggregate 
Listing Fee for multiple issues of ETPs in the same calendar year by 
the same issuer at $22,500, thereby encouraging issuers to develop and 
list additional such issues on the Exchange.

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.

[[Page 46867]]

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

    The foregoing rule change is effective upon filing pursuant to 
Section 19(b)(3)(A) \13\ of the Act and subparagraph (f)(2) of Rule 
19b-4 \14\ thereunder, because it establishes a due, fee, or other 
charge imposed by the Exchange.
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    \13\ 15 U.S.C. 78s(b)(3)(A).
    \14\ 17 CFR 240.19b-4(f)(2).
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    At any time within 60 days of the filing of such proposed rule 
change, the Commission summarily may temporarily suspend such rule 
change if it appears to the Commission that such action is necessary or 
appropriate in the public interest, for the protection of investors, or 
otherwise in furtherance of the purposes of the Act. If the Commission 
takes such action, the Commission shall institute proceedings under 
Section 19(b)(2)(B) \15\ of the Act to determine whether the proposed 
rule change should be approved or disapproved.
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    \15\ 15 U.S.C. 78s(b)(2)(B).
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IV. Solicitation of Comments

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

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number SR-NYSEArca-2017-105 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-2017-105. 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-2017-105 and should 
be submitted on or before October 27, 2017.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\16\
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    \16\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-21539 Filed 10-5-17; 8:45 am]
BILLING CODE 8011-01-P