[Federal Register: October 19, 2010 (Volume 75, Number 201)]
[Notices]
[Page 64379-64384]
[DOCID:fr19oc10-97]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-63084; File No. SR-NASDAQ-2010-125]

Self-Regulatory Organizations; The NASDAQ Stock Market LLC;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To
Revise an Optional Depth Data Enterprise License Fee for Broker-Dealer
Distribution of Depth-of-Book Data

October 13, 2010.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(the ``Act'') \1\ and Rule 19b-4 thereunder,\2\ notice is hereby given
that on September 30, 2010, The NASDAQ Stock Market LLC (``NASDAQ'' 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 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\ 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

    NASDAQ proposes to revise an optional Depth Data Enterprise License
Fee for broker-dealer distribution of depth-of-book data to non-
professional

users with which the firm has a brokerage relationship.
    The text of the proposed rule change is below. Proposed new
language is in italics; proposed deletions are in [brackets].\3\
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    \3\ Changes are marked to the rules of The NASDAQ Stock Market
LLC found at http://nasdaqomx.cchwallstreet.com.
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* * * * *
7023. NASDAQ TotalView
    (a) TotalView Entitlement
    The TotalView entitlement allows a subscriber to see all individual
NASDAQ Market Center participant orders and quotes displayed in the
system as well as the aggregate size of such orders and quotes at each
price level in the execution functionality of the NASDAQ Market Center,
including the NQDS feed.
    (1)
    (A)-(D) No change.
    (E) For a pilot period ending December 31, 2010, [As] as an
alternative to (a)(1)(A), (B), and (C), a broker-dealer distributor may
purchase an enterprise license at a rate of $325,000 [$300,000] for
non-professional subscribers. The enterprise license entitles a
distributor to provide NQDS (as set forth in Rule 7017), TotalView and
OpenView to an unlimited number of [internal users, whether such users
receive the data directly or through third-party vendors, and external]
non-professional [user] subscribers with whom the firm has a brokerage
relationship. The enterprise license shall not apply to relevant Level
1 fees. The enterprise license shall not apply to Depth Distributor
Fees.
    (2) 30-Day Free-Trial Offer. NASDAQ shall offer all new individual
subscribers and potential new individual subscribers a 30-day waiver of
the user fees for TotalView. This waiver shall not include the
incremental fees assessed for the NQDS-only service, which are $30 for
professional users and $9 for non-professional users per month. This
fee waiver period shall be applied on a rolling basis, determined by
the date on which a new individual subscriber or potential individual
subscriber is first entitled by a distributor to receive access to
TotalView. A distributor may only provide this waiver to a specific
individual subscriber once.
    For the period of the offer, the TotalView fee of $40 per
professional user and $5 per non-professional user per month shall be
waived.
    (b) No change.
    (c) No change.
    (d) No change.
* * * * *

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

    In its filing with the Commission, NASDAQ included statements
concerning the purpose of, and basis for, the proposed rule change. The
text of these statements may be examined at the places specified in
Item III below, and is set forth in Sections A, B, and C below.

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

1. Purpose
    Current Proposal. Effective September 1, 2010, NASDAQ began
offering a voluntary Enterprise License for non-professional usage of
the National Quotation Dissemination Service or NQDS (Rule 7017) and
TotalView and OpenView, (Rule 7023) (collectively, ``NASDAQ Depth
Data'').\4\ The Depth Data Enterprise License is available only to
broker-dealers registered under the Securities Exchange Act of 1934,
and it covers all non-professional usage fees to customers with whom
the firm has a brokerage relationship with an allowance to distribute
data to external professional subscribers with which the firm has a
brokerage relationship. This Depth Data Enterprise License Fee includes
non-professional usage fees, but does not include distributor fees.
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    \4\ See Securities Exchange Act Release No. 62908 (Sept. 14,
2010); 75 FR 57321 (Sept. 20, 20101 [sic]) (SR-NASDAQ-2010-111).
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    NASDAQ is amending the Depth Data Enterprise License in four ways:
(1) Establishing the Enterprise License as a pilot program that will
automatically sunset on December 31, 2010; (2) confirming that the
program applies to non-professional users and eliminating confusing
reference to internal users; (3) changing the fee from $300,000 to
$325,000 per month to reflect the fact that the new Depth Data
Enterprise License includes all of the data already available in the
pre-existing non-professional enterprise license set forth in NASDAQ
Rule 7023(a)(1)(C) at a cost of $25,000 per month; and (4) confirming
in rule language that the Depth Data Enterprise License Fee does not
include distributor fees applicable to distribution of the underlying
depth-of-book products.
    Background. NASDAQ disseminates market data feeds in two
capacities. First, NASDAQ disseminates consolidated or ``core'' data in
its capacity as Securities Information Processor (``SIP'') for the
national market system plan governing securities listed on NASDAQ as a
national securities exchange (``NASDAQ UTP Plan'').\5\ Second, NASDAQ
separately disseminates proprietary or ``non-core'' data in its
capacity as a registered national securities exchange. Non-core data is
any data generated by the NASDAQ Market Center Execution System that is
voluntarily disseminated by NASDAQ separate and apart from the
consolidated data.\6\ NASDAQ has numerous proprietary data products,
such as NASDAQ TotalView, NASDAQ Last Sale, and NASDAQ Basic.
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    \5\ See Securities Exchange Act Release No. 59039 (Dec. 2, 2008)
[sic] at p. 41.
    \6\ Id.
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    NASDAQ continues to seek broader distribution of non-core data and
to reduce the cost of providing non-core data to larger numbers of
investors. In the past, NASDAQ has accomplished this goal in part by
offering similar enterprise licenses for professional and non-
professional usage of TotalView which contains the full depth of book
data for the NASDAQ Market Center Execution System. NASDAQ believes
that the adoption of enterprise licenses has led to greater
distribution of market data, particularly among non-professional users.
    Based on input from market participants, NASDAQ believes that this
increase in distribution is attributable in part to the relief it
provides distributors from the NASDAQ requirement that distributors
count and report each non-professional user of NASDAQ proprietary data.
In addition to increased administrative flexibility, enterprise
licenses also encourage broader distribution by firms that are
currently over the fee cap as well as those that are approaching the
cap and wish to take advantage of the benefits of the program. Further,
NASDAQ believes that capping fees in this manner creates goodwill with
broker-dealers and increases transparency for retail investors.
    Accordingly, effective September 1, 2010, NASDAQ established the
Depth Data Enterprise License Fee under NASDAQ Rule 7023(a)(1)(E), an
optional non-professional enterprise license for distributors of any
NASDQ depth-of-book data product including the National Quotation
Dissemination Service or NQDS (Rule 7017) and TotalView and OpenView,
(Rule 7023) (collectively, ``NASDAQ Depth Data''). This Depth Data
Enterprise License Fee includes non-professional usage fees,

but does not include distributor fees.\7\ This program is available
only to broker-dealers registered under the Securities Exchange Act of
1934, and would cover all non professional usage fees to customers with
whom the firm has a brokerage relationship with an allowance to
distribute data to external professional subscribers with which the
firm has a brokerage relationship. Non-broker-dealer vendors and
application service providers would not be eligible for the enterprise
license; such firms typically pass through the cost of market data user
fees to their customers.\8\
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    \7\ Distributors who utilize the enterprise license would still
be liable for the applicable distributor fees.
    \8\ NASDAQ relies on distributor self-reporting of usage rather
than on individual contact with each end-user customer. NASDAQ
permits distributors to designate an entire user population as
``non-professional'' provided that the number of professional
subscribers within that user population does not exceed ten percent
(10%) of the total population.
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    The Depth Data Enterprise License Fee covers usage fees for NASDAQ
Depth Data received directly from NASDAQ as well as data received from
third-party vendors (e.g., Bloomberg, Thomson-Reuters, etc.). Upon
joining the program, firms may inform third-party market data vendors
they utilize (through a NASDAQ -provided form) that, going forward,
depth data usage by the broker-dealer may be reported to NASDAQ on a
non-billable basis. Such a structure attempts to address a long-
standing concern that broker-dealers are over-billed for market data
consumed by one person through multiple market-data display devices. At
the same time, the proposed billing structure will continue to provide
NASDAQ with accurate reporting information for purposes of usage
monitoring and auditing.
    Rationale for Current Proposal. Effective October 1, 2010, NASDAQ
is modifying the rule language governing the new Depth Data Enterprise
License in four ways. First, NASDAQ is establishing the program as a
pilot and setting the sunset date at December 31, 2010. This change
signals to market participants that the program is experimental and
that NASDAQ may choose not to continue the program at its discretion.
Second, NASDAQ is clarifying that the new Depth Data Enterprise License
is available for distribution to non-professionals with whom the
distributor has a brokerage relationship. The scope of the prior
language appeared ambiguous to some market participants due to the use
of the term ``internal users'' in the original rule language.
    Third, NASDAQ is changing the price of the new program from
$300,000 to $325,000. This change recognizes that NASDAQ now offers
distributors enterprise distinct non-professional enterprise licenses,
one for non-professional use of TotalView and OpenView under Rule
7023(a)(1)(C) and the new Depth Data Enterprise License Fee under Rule
7023(a)(1)(E) which includes non-professional usage of TotalView,
OpenView and NQDS. Effectively, the new Depth Data Enterprise License
establishes a fee of $300,000 per month for NQDS.
    Fourth, NASDAQ is confirming in rule language that the Depth Data
Enterprise License Fee does not include distributor fees applicable to
distribution of the underlying depth-of-book products. NASDAQ included
this description in the purpose section of the original proposal.
NASDAQ has been asked and has agreed to include that language in Rule
7023(a)(1)(E).
    The proposed Depth Data Enterprise License Fee remains completely
optional and does not replace existing enterprise license fee
alternatives set forth in Rule 7023. Additionally, the proposal does
not impact individual usage fees for any product or in any way raise
the costs of any user of any NASDAQ data product. To the contrary, it
provides broker-dealers with an additional approach to providing more
NASDAQ data at a lower cost.
2. Statutory Basis
    NASDAQ believes that the proposed rule change is consistent with
the provisions of Section 6 of the Act,\9\ in general, and with Section
6(b)(4) of the Act,\10\ in particular, in that it provides an equitable
allocation of reasonable fees among users and recipients of NASDAQ
data. In adopting Regulation NMS, the Commission granted self-
regulatory organizations and broker-dealers increased authority and
flexibility to offer new and unique market data to the public. It was
believed that this authority would expand the amount of data available
to consumers, and also spur innovation and competition for the
provision of market data.
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    \9\ 15 U.S.C. 78f.
    \10\ 15 U.S.C. 78f(b)(4).
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    The Commission concluded that Regulation NMS--by deregulating the
market in proprietary data--would itself further the Act's goals of
facilitating efficiency and competition:

    [E]fficiency is promoted when broker-dealers who do not need the
data beyond the prices, sizes, market center identifications of the
NBBO and consolidated last sale information are not required to
receive (and pay for) such data. The Commission also believes that
efficiency is promoted when broker-dealers may choose to receive
(and pay for) additional market data based on their own internal
analysis of the need for such data.\11\
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    \11\ Securities Exchange Act Release No. 51808 (June 9, 2005),
70 FR 37496 (June 29, 2005).

    By removing ``unnecessary regulatory restrictions'' on the ability
of exchanges to sell their own data, Regulation NMS advanced the goals
of the Act and the principles reflected in its legislative history. If
the free market should determine whether proprietary data is sold to
broker-dealers at all, it follows that the price at which such data is
sold should be set by the market as well. NQDS, TotalView and OpenView
are precisely the sort of market data product that the Commission
envisioned when it adopted Regulation NMS.
    On July 21, 2010, President Barak Obama signed into law H.R. 4173,
the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010
(``Dodd-Frank Act''), which amended Section 19 of the Act. Among other
things, Section 916 of the Dodd-Frank Act amended paragraph (A) of
Section 19(b)(3) of the Act by inserting the phrase ``on any person,
whether or not the person is a member of the self-regulatory
organization'' after ``due, fee or other charge imposed by the self-
regulatory organization.'' As a result, all SRO rule proposals
establishing or changing dues, fees, or other charges are immediately
effective upon filing regardless of whether such dues, fees, or other
charges are imposed on members of the SRO, non-members, or both.
Section 916 further amended paragraph (C) of Section 19(b)(3) of the
Exchange Act to read, in pertinent part, ``At any time within the 60-
day period beginning on the date of filing of such a proposed rule
change in accordance with the provisions of paragraph (1) [of Section
19(b)], the Commission summarily may temporarily suspend the change in
the rules of the self-regulatory organization made thereby, 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 this title. If the Commission takes
such action, the Commission shall institute proceedings under paragraph
(2)(B) [of Section 19(b)] to determine whether the proposed rule should
be approved or disapproved.''
    NASDAQ believes that these amendments to Section 19 of the Act
reflect Congress's intent to allow the Commission to rely upon the
forces of

competition to ensure that fees for market data are reasonable and
equitably allocated. Although Section 19(b) had formerly authorized
immediate effectiveness for a ``due, fee or other charge imposed by the
self-regulatory organization,'' the Commission adopted a policy and
subsequently a rule stipulating that fees for data and other products
available to persons that are not members of the self-regulatory
organization must be approved by the Commission after first being
published for comment. At the time, the Commission supported the
adoption of the policy and the rule by pointing out that unlike
members, whose representation in self-regulatory organization
governance was mandated by the Act, non-members should be given the
opportunity to comment on fees before being required to pay them, and
that the Commission should specifically approve all such fees. NASDAQ
believes that the amendment to Section 19 reflects Congress's
conclusion that the evolution of self-regulatory organization
governance and competitive market structure have rendered the
Commission's prior policy on non-member fees obsolete. Specifically,
many exchanges have evolved from member-owned not-for-profit
corporations into for-profit investor-owned corporations (or
subsidiaries of investor-owned corporations). Accordingly, exchanges no
longer have narrow incentives to manage their affairs for the exclusive
benefit of their members, but rather have incentives to maximize the
appeal of their products to all customers, whether members or non-
members, so as to broaden distribution and grow revenues. Moreover, we
believe that the change also reflects an endorsement of the
Commission's determinations that reliance on competitive markets is an
appropriate means to ensure equitable and reasonable prices. Simply
put, the change reflects a presumption that all fee changes should be
permitted to take effect immediately, since the level of all fees are
constrained by competitive forces.
    The recent decision of the United States Court of Appeals for the
District of Columbia Circuit in NetCoalition v. SEC [sic], No. 09-1042
(D.C. Cir. 2010), although reviewing a Commission decision made prior
to the effective date of the Dodd-Frank Act, upheld the Commission's
reliance upon competitive markets to set reasonable and equitably
allocated fees for market data. ``In fact, the legislative history
indicates that the Congress intended that the market system `evolve
through the interplay of competitive forces as unnecessary regulatory
restrictions are removed' and that the SEC wield its regulatory power
`in those situations where competition may not be sufficient,' such as
in the creation of a `consolidated transactional reporting system.' ''
NetCoalition [sic], at 15 (quoting H.R. Rep. No. 94-229, at 92 (1975),
as reprinted in 1975 U.S.C.C.A.N. 321, 323). The court's conclusions
about Congressional intent are therefore reinforced by the Dodd-Frank
Act amendments, which create a presumption that exchange fees,
including market data fees, may take effect immediately, without prior
Commission approval, and that the Commission should take action to
suspend a fee change and institute a proceeding to determine whether
the fee change should be approved or disapproved only where the
Commission has concerns that the change may not be consistent with the
Act.

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

    NASDAQ does not believe that the proposed rule change will result
in any burden on competition that is not necessary or appropriate in
furtherance of the purposes of the Act, as amended. Notwithstanding its
determination that the Commission may rely upon competition to
establish fair and equitably allocated fees for market data, the
NetCoalition [sic] court found that the Commission had not, in that
case, compiled a record that adequately supported its conclusion that
the market for the data at issue in the case was competitive. For the
reasons discussed above, NASDAQ believes that the Dodd-Frank Act
amendments to Section 19 materially alter the scope of the Commission's
review of future market data filings, by creating a presumption that
all fees may take effect immediately, without prior analysis by the
Commission of the competitive environment. Even in the absence of this
important statutory change, however, NASDAQ believes that a record may
readily be established to demonstrate the competitive nature of the
market in question.
    There is intense competition between trading platforms that provide
transaction execution and routing services and proprietary data
products. Transaction execution and proprietary data products are
complementary in that market data is both an input and a byproduct of
the execution service. In fact, market data and trade execution are a
paradigmatic example of joint products with joint costs. The decision
whether and on which platform to post an order will depend on the
attributes of the platform where the order can be posted, including the
execution fees, data quality and price and distribution of its data
products. Without the prospect of a taking order seeing and reacting to
a posted order on a particular platform, the posting of the order would
accomplish little. Without trade executions, exchange data products
cannot exist. Data products are valuable to many end users only insofar
as they provide information that end users expect will assist them or
their customers in making trading decisions.
    The costs of producing market data include not only the costs of
the data distribution infrastructure, but also the costs of designing,
maintaining, and operating the exchange's transaction execution
platform and the cost of regulating the exchange to ensure its fair
operation and maintain investor confidence. The total return that a
trading platform earns reflects the revenues it receives from both
products and the joint costs it incurs. Moreover, an exchange's
customers view the costs of transaction executions and of data as a
unified cost of doing business with the exchange. A broker-dealer will
direct orders to a particular exchange only if the expected revenues
from executing trades on the exchange exceed net transaction execution
costs and the cost of data that the broker-dealer chooses to buy to
support its trading decisions (or those of its customers). The choice
of data products is, in turn, a product of the value of the products in
making profitable trading decisions. If the cost of the product exceeds
its expected value, the broker-dealer will choose not to buy it.
Moreover, as a broker-dealer chooses to direct fewer orders to a
particular exchange, the value of the product to that broker-dealer
decreases, for two reasons. First, the product will contain less
information, because executions of the broker-dealer's orders will not
be reflected in it. Second, and perhaps more important, the product
will be less valuable to that broker-dealer because it does not provide
information about the venue to which it is directing its orders. Data
from the competing venue to which the broker-dealer is directing orders
will become correspondingly more valuable.
    Thus, a super-competitive increase in the fees charged for either
transactions or data has the potential to impair revenues from both
products. ``No one disputes that competition for order flow is
`fierce'.'' NetCoalition at 24. However, the existence of fierce
competition for order flow implies a high degree of price sensitivity
on the part of broker-dealers

with order flow, since they may readily reduce costs by directing
orders toward the lowest-cost trading venues. A broker-dealer that
shifted its order flow from one platform to another in response to
order execution price differentials would both reduce the value of that
platform's market data and reduce its own need to consume data from the
disfavored platform. Similarly, if a platform increases its market data
fees, the change will affect the overall cost of doing business with
the platform, and affected broker-dealers will assess whether they can
lower their trading costs by directing orders elsewhere and thereby
lessening the need for the more expensive data.
    Analyzing the cost of market data distribution in isolation from
the cost of all of the inputs supporting the creation of market data
will inevitably underestimate the cost of the data. Thus, because it is
impossible to create data without a fast, technologically robust, and
well-regulated execution system, system costs and regulatory costs
affect the price of market data. It would be equally misleading,
however, to attribute all of the exchange's costs to the market data
portion of an exchange's joint product. Rather, all of the exchange's
costs are incurred for the unified purposes of attracting order flow,
executing and/or routing orders, and generating and selling data about
market activity. The total return that an exchange earns reflects the
revenues it receives from the joint products and the total costs of the
joint products.
    Competition among trading platforms can be expected to constrain
the aggregate return each platform earns from the sale of its joint
products, but different platforms may choose from a range of possible,
and equally reasonable, pricing strategies as the means of recovering
total costs. For example, some platform may choose to pay rebates to
attract orders, charge relatively low prices for market information (or
provide information free of charge) and charge relatively high prices
for accessing posted liquidity. Other platforms may choose a strategy
of paying lower rebates (or no rebates) to attract orders, setting
relatively high prices for market information, and setting relatively
low prices for accessing posted liquidity. In this environment, there
is no economic basis for regulating maximum prices for one of the joint
products in an industry in which suppliers face competitive constraints
with regard to the joint offering. This would be akin to strictly
regulating the price that an automobile manufacturer can charge for car
sound systems despite the existence of a highly competitive market for
cars and the availability of after-market alternatives to the
manufacturer-supplied system.
    The market for market data products is competitive and inherently
contestable because there is fierce competition for the inputs
necessary to the creation of proprietary data and strict pricing
discipline for the proprietary products themselves. Numerous exchanges
compete with each other for listings, trades, and market data itself,
providing virtually limitless opportunities for entrepreneurs who wish
to produce and distribute their own market data. This proprietary data
is produced by each individual exchange, as well as other entities, in
a vigorously competitive market.
    Broker-dealers currently have numerous alternative venues for their
order flow, including ten self-regulatory organization (``SRO'')
markets, as well as internalizing broker-dealers (``BDs'') and various
forms of alternative trading systems (``ATSs''), including dark pools
and electronic communication networks (``ECNs''). Each SRO market
competes to produce transaction reports via trade executions, and two
FINRA-regulated Trade Reporting Facilities (``TRFs'') compete to
attract internalized transaction reports. Competitive markets for order
flow, executions, and transaction reports provide pricing discipline
for the inputs of proprietary data products.
    The large number of SROs, TRFs, BDs, and ATSs that currently
produce proprietary data or are currently capable of producing it
provides further pricing discipline for proprietary data products. Each
SRO, TRF, ATS, and BD is currently permitted to produce proprietary
data products, and many currently do or have announced plans to do so,
including NASDAQ, NYSE, NYSE Amex, NYSEArca, and BATS.
    Any ATS or BD can combine with any other ATS, BD, or multiple ATSs
or BDs to produce joint proprietary data products. Additionally, order
routers and market data vendors can facilitate single or multiple
broker-dealers' production of proprietary data products. The potential
sources of proprietary products are virtually limitless.
    The fact that proprietary data from ATSs, BDs, and vendors can
bypass SROs is significant in two respects. First, non-SROs can compete
directly with SROs for the production and sale of proprietary data
products, as BATS and Arca did before registering as exchanges by
publishing proprietary book data on the Internet. Second, because a
single order or transaction report can appear in an SRO proprietary
product, a non-SRO proprietary product, or both, the data available in
proprietary products is exponentially greater than the actual number of
orders and transaction reports that exist in the marketplace.
    Market data vendors provide another form of price discipline for
proprietary data products because they control the primary means of
access to end users. Vendors impose price restraints based upon their
business models. For example, vendors such as Bloomberg and Reuters
that assess a surcharge on data they sell may refuse to offer
proprietary products that end users will not purchase in sufficient
numbers. Internet portals, such as Yahoo, impose discipline by
providing only data that will enable them to attract ``eyeballs'' that
contribute to their advertising revenue. Retail broker-dealers, such as
Schwab and Fidelity, offer their customers proprietary data only if it
promotes trading and generates sufficient commission revenue. Although
the business models may differ, these vendors' pricing discipline is
the same: They can simply refuse to purchase any proprietary data
product that fails to provide sufficient value. NASDAQ and other
producers of proprietary data products must understand and respond to
these varying business models and pricing disciplines in order to
market proprietary data products successfully.
    In addition to the competition and price discipline described
above, the market for proprietary data products is also highly
contestable because market entry is rapid, inexpensive, and profitable.
The history of electronic trading is replete with examples of entrants
that swiftly grew into some of the largest electronic trading platforms
and proprietary data producers: Archipelago, Bloomberg Tradebook,
Island, RediBook, Attain, TracECN, BATS Trading and Direct Edge. A
proliferation of dark pools and other ATSs operate profitably with
fragmentary shares of consolidated market volume.
    Regulation NMS, by deregulating the market for proprietary data,
has increased the contestability of that market. While broker-dealers
have previously published their proprietary data individually,
Regulation NMS encourages market data vendors and broker-dealers to
produce proprietary products cooperatively in a manner never before
possible. Multiple market data vendors already have the capability to
aggregate data and disseminate it on a profitable scale, including
Bloomberg, and Thomson-Reuters.
    The court in NetCoalition concluded that the Commission had failed
to

demonstrate that the market for market data was competitive based on
the reasoning of the Commission's NetCoalition order because, in the
court's view, the Commission had not adequately demonstrated that the
depth-of-book data at issue in the case is used to attract order flow.
NASDAQ believes, however, that evidence not before the court clearly
demonstrates that availability of depth data attracts order flow. For
example, NASDAQ submits that in and of itself, NASDAQ's decision
voluntarily to cap fees on existing products, as is the effect of an
enterprise license, is evidence of market forces at work. In fact, the
instant proposal creates a second enterprise license for non-
professional usage of depth data to complement the existing enterprise
license set forth at NASDAQ Rule 7023(a)(1)(C).
    Competition among platforms has driven NASDAQ continually to
improve its platform data offerings and to cater to customers' data
needs. For example, NASDAQ has developed and maintained multiple
delivery mechanisms (IP, multi-cast, and compression) that enable
customers to receive data in the form and manner they prefer and at the
lowest cost to them. NASDAQ offers front end applications such as its
``Bookviewer'' to help customers utilize data. NASDAQ has created new
products like TotalView Aggregate to complement TotalView ITCH and
Level 2, because offering data in multiple formatting allows NASDAQ to
better fit customer needs. NASDAQ offers data via multiple extranet
providers, thereby helping to reduce network and total cost for its
data products. NASDAQ has developed an online administrative system to
provide customers transparency into their data feed requests and
streamline data usage reporting. NASDAQ has also expanded its
Enterprise License options that reduce the administrative burden and
costs to firms that purchase market data.
    Despite these enhancements and a dramatic increase in message
traffic, NASDAQ's fees for depth-of-book data have remained flat. In
fact, as a percent of total customer costs, NASDAQ data fees have
fallen relative to other data usage costs--including bandwidth,
programming, and infrastructure--that have risen. The same holds true
for execution services; despite numerous enhancements to NASDAQ's
trading platform, absolute and relative trading costs have declined.
Platform competition has intensified as new entrants have emerged,
constraining prices for both executions and for data.

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

    Written comments were neither solicited nor received.

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

    The foregoing rule change has become effective pursuant to Section
19(b)(3)(A)(ii) of the Act.\12\ At any time within 60 days of the
filing of the proposed rule change, the Commission summarily may
temporarily suspend such rule change if it appears to the Commission
that such action is 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 to determine whether the
proposed rule should be approved or disapproved.
---------------------------------------------------------------------------

    \12\ 15 U.S.C. 78s(b)(3)(a)(ii).
---------------------------------------------------------------------------

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 e-mail to<EMAIL_ADDRESS>Please include
File Number SR-NASDAQ-2010-125 on the subject line.

Paper Comments

     Send paper comments in triplicate to Elizabeth M. Murphy,
Secretary, Securities and Exchange Commission, 100 F Street, NE.,
Washington, DC 20549-1090.

All submissions should refer to File Number SR-NASDAQ-2010-125. This
file number should be included on the subject line if e-mail 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 website
viewing and printing in the Commission's Public Reference Room, on
official business days between the hours of 10 a.m. and 3 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-NASDAQ-2010-125 and should be submitted on or before
November 9, 2010.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\13\
---------------------------------------------------------------------------

    \13\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Florence E. Harmon,
Deputy Secretary.
[FR Doc. 2010-26208 Filed 10-18-10; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register Volume 86, Number 82 (Friday, April 30, 2021)]
[Notices]
[Page 22960]
[FR Doc No: 2021-09017]

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ENVIRONMENTAL PROTECTION AGENCY

[EPA-OAR-2011-0371; FRL--10023-35-OMS]

Information Collection Request Submitted to OMB for Review and
Approval; Comment Request; National Volatile Organic Compound Emission
Standards for Architectural Coatings (Renewal)

AGENCY: Environmental Protection Agency (EPA).

ACTION: Notice.

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SUMMARY: The Environmental Protection Agency (EPA) has submitted an
Information Collection Request (ICR), National Volatile Organic
Compound Emission Standards for Architectural Coatings (EPA ICR Number
1750.09, OMB Control Number 2060-0393) to the Office of Management and
Budget (OMB) for review and approval in accordance with the Paperwork
Reduction Act (PRA). This is a proposed extension of the ICR, which is
currently approved through June 30, 2021. Public comments were
previously requested via the Federal Register on September 16, 2020,
during a 60-day comment period. This document allows for an additional
30 days for public comments. A fuller description of the ICR is given
below, including its estimated burden and cost to the public. An agency
may not conduct or sponsor and a person is not required to respond to a
collection of information unless it displays a currently valid OMB
control number.

DATES: Additional comments may be submitted on or before June 1, 2021.

ADDRESSES: Submit your comments to EPA, referencing Docket ID No. EPA-
OAR-2011-0371, online using www.regulations.gov (our preferred method),
by email to [email protected],gov, or by mail to: EPA Docket Center,
Environmental Protection Agency, Mail Code 28221T, 1200 Pennsylvania
Ave. NW, Washington, DC 20460. EPA's policy is that all comments
received will be included in the public docket without change including
any personal information provided, unless the comment includes
profanity, threats, information claimed to be Confidential Business
Information (CBI), or other information whose disclosure is restricted
by statute.
    Submit written comments and recommendations to OMB for the proposed
information collection within 30 days of publication of this notice to
www.reginfo.gov/public/do/PRAMain. Find this particular information
collection by selecting ``Currently under 30-day Review--Open for
Public Comments'' or by using the search function.

FOR FURTHER INFORMATION CONTACT: J. Kaye Whitfield, Sector Policies and
Programs Division, Office of Air Quality Planning and Standards (D243-
04), Research Triangle Park, North Carolina 27711, telephone number:
919-541-2509; fax number:<PHONE_NUMBER>; email address:
<EMAIL_ADDRESS>
SUPPLEMENTARY INFORMATION: Supporting documents, which explain in
detail the information that the EPA will be collecting, are available
in the public docket for this ICR. The docket can be viewed online at
https://www.regulations.gov/. The docket can be viewed online at http://www.regulations.gov, or in person at the EPA Docket Center, WJC West,
Room 3334, 1301 Constitution Ave. NW, Washington, DC. The telephone
number for the Docket Center is<PHONE_NUMBER>. For additional
information about EPA's public docket, visit http://www.epa.gov/dockets.
    Abstract: The EPA is required under section 183(e) of the Clean Air
Act (CAA) to regulate volatile organic compound (VOC) emissions from
the use of consumer and commercial products. Pursuant to CAA section
183(e)(3), the EPA published a list of consumer and commercial products
and a schedule for their regulation (60 FR 15264). Architectural and
industrial maintenance coatings are included on the list, and the
standards for such coatings are codified at 40 CFR part 59, subpart D
which specifies that manufacturers and importers of architectural
coatings adhere to volatile organic compound (VOC) content limits in
the regulation. Information collection requirements for manufacturers
and importers complying with the VOC content limits consist of product
labeling; an initial notification report, which includes an explanation
of any date code used; and subsequent explanations of any date codes
revised after submittal of the initial report. The regulation does not
contain any additional reporting or recordkeeping requirements unless a
manufacturer or importer chooses to comply through one of the optional
provisions in lieu of meeting the VOC content limits (i.e., the tonnage
exemption, exceedance fee, or recycled coating credit provisions).
    Form numbers: None.
    Respondents/affected entities: Respondents are manufacturers,
distributors, and importers of architectural coatings.
    Respondent's obligation to respond: Mandatory under 40 CFR part 59,
subpart D--National Volatile Organic Compound Emission Standards for
Architectural Coatings.
    Estimated number of respondents: 500 (total).
    Frequency of response: On occasion.
    Total estimated burden: 14,661 hours (per year). Burden is defined
at 5 CFR 1320.03(b).
    Total estimated cost: $1,481,441 (per year). There are no
annualized capital or operation and maintenance costs.
    Changes in the estimates: Labor rates have been updated using 2019
values, leading to an increase in the total estimated respondent cost
burden compared with the ICR currently approved by OMB.

Courtney Kerwin,
Director, Regulatory Support Division.
[FR Doc. 2021-09017 Filed 4-29-21; 8:45 am]
BILLING CODE 6560-50-P


[Federal Register Volume 88, Number 227 (Tuesday, November 28, 2023)]
[Rules and Regulations]
[Pages 83022-83023]
[FR Doc No: 2023-26145]

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DEPARTMENT OF TRANSPORTATION

Federal Aviation Administration

14 CFR Parts 43 and 91

[Docket No. FAA-2023-1836; Amdt. Nos. 43-53A and 91-371A]
RIN 2120-AL70

Inclusion of Additional Automatic Dependent Surveillance-
Broadcast (ADS-B) Out Technical Standard Orders; Incorporation by
Reference; Confirmation of Effective Date

AGENCY: Federal Aviation Administration (FAA), U.S. Department of
Transportation (DOT).

ACTION: Direct final rule; confirmation of effective date.

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SUMMARY: This action confirms the December 18, 2023, effective date of
the ``Inclusion of Additional Automatic Dependent Surveillance-
Broadcast (ADS-B) Out Technical Standard Orders; Incorporation by
Reference'' direct final rule published on October 17, 2023. The direct
final rule amends the Automatic Dependent Surveillance-Broadcast (ADS-
B) Out requirements to allow aircraft meeting the performance
requirements in Technical Standard Order (TSO)-C166c (Extended Squitter
Automatic Dependent Surveillance--Broadcast (ADS-B) and Traffic
Information Service--Broadcast (TIS-B) Equipment Operating on the Radio
Frequency of 1090 Megahertz (MHz)), or TSO-C154d, (Universal Access
Transceiver (UAT) ADS-B Equipment Operating on the Radio Frequency of
978 Megahertz (MHz)) to meet the regulations. Aircraft equipped with
ADS-B Out that meets the performance requirements of either TSO-C166c
or TSO-C154d will provide additional information to pilots and air
traffic control, including weather information, spectrum monitoring,
and airspeed. They will also enable new wake turbulence applications,
enhance weather forecasting, and enable or enhance ADS-B In
applications such as Flight Interval Management.

DATES: The effective date of December 18, 2023, for the direct final
rule published October 17, 2023 (88 FR 71468) is confirmed.
    Incorporation by reference: The incorporation by reference of
certain publications listed in this rule is approved by the Director of
the Office of the Federal Register as of December 18, 2023. The
incorporation by reference of certain other publications listed in this
rule was approved by the Director of the Office of the Federal Register
as of August 11, 2010.

ADDRESSES: For information on where to obtain copies of rulemaking
documents and other information related to this action, see ``How To
Obtain Additional Information'' in the SUPPLEMENTARY INFORMATION
section of this document.

FOR FURTHER INFORMATION CONTACT: Juan Sebastian Yanguas, Airspace Rules
& Regulations, AJV-P21, Federal Aviation Administration, 800
Independence Avenue SW, Washington, DC 20591; telephone<PHONE_NUMBER>;
email [email protected].

SUPPLEMENTARY INFORMATION:

I. Background

    This action confirms the effective date of the ``Inclusion of
Additional Automatic Dependent Surveillance-Broadcast (ADS-B) Out
Technical Standard Orders; Incorporation by Reference'' direct final
rule.\1\ As of January 1, 2020, Federal Aviation Administration (FAA)
regulations, codified in title 14 Code of Federal Regulations (14 CFR),
Sec. Sec.  91.225 and 91.227, require aircraft to equip with Automatic
Dependent Surveillance-Broadcast (ADS-B) Out to operate in expressly
identified airspace areas. ADS-B Out equipment must meet the
performance requirements in Sec.  91.227 along with those in Technical
Standard Orders (TSO)-C166b or TSO-C154c. This rule revised Sec. Sec.
91.225 and 91.227 to allow aircraft with equipment that meets the
performance requirements in the new TSOs, TSO-C166c and TSO-C154d, to
also operate in compliance with the regulations. Specifically, to allow
use of these new TSOs, the direct final rule incorporates by reference
TSO-C166c, TSO-C154d, section 2 of RTCA DO-260C, RTCA DO-260C Change 1,
and section 2 of RTCA DO-282C into 14 CFR 91.225 and 91.227. These new
performance requirements enable new wake turbulence applications,
incorporate functionality for high-altitude and high-velocity vehicles,
and enhance weather forecasting. The addition of TSO-C166c and TSO-
C154d to the list of permitted TSOs will not negatively affect current
users because TSO-C166b and TSO-C154c will remain as acceptable
performance requirements.
---------------------------------------------------------------------------

    \1\ Inclusion of Additional Automatic Dependent Surveillance-
Broadcast (ADS-B) Technical Standard Orders; Incorporation by
Reference direct final rule, 88 FR 71468 (Oct. 17, 2023).
---------------------------------------------------------------------------

    This rule also made minor changes to other regulatory sections of
part 91. It revised Sec.  91.215 to remove the requirement that
transponders reply to intermode interrogations, as International Civil
Aviation Organization (ICAO) prohibited those replies in ICAO Annex 10
Volume IV Standards and Recommended Practices and new transponder
certifications do not include the capability to reply to intermode
interrogations. This rule also removed the requirement in part 43,
appendix F, to verify response to an intermode interrogation.

II. Discussion of Comments

    The FAA received one comment related to this direct final rule.
AIRBUS Commercial Aircraft commented that they believed Advisory
Circulars 20-165, Airworthiness Approval of Automatic Dependent
Surveillance--Broadcast OUT Systems, and Advisory Circular 20-172,
Airworthiness Approval for ADS-B In Systems and Applications, covering
the installation of ADS-B Out and ADS-B In,

respectively, should be updated to account for TSO-C166c as part of the
rulemaking.
    The FAA is revising Advisory Circular 20-165B to directly address
the Technical Standard Orders being incorporated by reference into FAA
regulations through this rulemaking. The FAA will make the revision
available for public comment through the Advisory Circular comment
process prior to issuance. The existing guidance can continue to be
used until the FAA issues the revised Advisory Circular.
    The FAA is also revising Advisory Circular 20-172B to address
Technical Standard Order C195c. However, as TSO-C195 and AC 20-172 (and
later revisions) are standards and guidance for ADS-B In equipment,
those publications are not applicable to this rulemaking, which
pertains to rules that only require ADS-B Out systems, and this
rulemaking therefore does not reference TSO-C195c or AC 20-172C.
    Therefore, the effective date of the direct final rule published
October 17, 2023, at 88 FR 71468 is confirmed.

III. How To Obtain Additional Information

    A copy of this direct final rule, the confirmation document, and
all background material may be viewed online at https://www.regulations.gov using the docket number listed above. A copy of
this direct final rule confirmation will be placed in the docket.
Electronic retrieval help and guidelines are available on the website.
It is available 24 hours each day, 365 days each year. An electronic
copy of this document may also be downloaded from the Office of the
Federal Register's website at https://www.federalregister.gov and the
Government Publishing Office's website at https://www.govinfo.gov. A
copy may also be found on the FAA's Regulations and Policies website at
https://www.faa.gov/regulations_policies.
    Copies may also be obtained by sending a request to the Federal
Aviation Administration, Office of Rulemaking, ARM-1, 800 Independence
Avenue SW, Washington, DC 20591, or by calling<PHONE_NUMBER>.
Interested persons must identify the docket or amendment number of this
rulemaking.
    All documents the FAA considered in developing this rule, including
economic analyses and technical reports, may be accessed in the
electronic docket for this rulemaking.

    Issued under authority provided by 49 U.S.C. 106(f), 40103, and
44701, in Washington, DC, on November 21, 2023.
Brandon Roberts,
Executive Director, Office of Rulemaking.
[FR Doc. 2023-26145 Filed 11-27-23; 8:45 am]
BILLING CODE 4910-13-P


[Federal Register Volume 84, Number 224 (Wednesday, November 20, 2019)]
[Notices]
[Pages 64170-64176]
[FR Doc No: 2019-25101]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-87542; File No. SR-NYSEArca-2019-81]

Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing
of Proposed Rule Change To Establish Generic Listing Standards for
Derivative Securities Products That Are Permitted To Operate in
Reliance on Rule 6c-11 Under the Investment Company Act of 1940

November 14, 2019.
    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 November 1, 2019, NYSE Arca, Inc. (``NYSE Arca'' or the
``Exchange'') filed with the Securities and Exchange Commission (the
``Commission'') a proposed rule change described in Items I and II
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.
---------------------------------------------------------------------------

    \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 new Rule 5.2-E(j)(8) to establish generic
listing standards for Derivative Securities Products that are permitted
to operate in reliance on Rule 6c-11 under the Investment Company Act
of 1940. In addition, the Exchange proposes to discontinue the
quarterly reports currently required with respect to Managed Fund
Shares listed on the Exchange pursuant to Commentary .01 to NYSE Arca
Rule 8.600-E. The proposed change is available on the Exchange's
website 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 new Rule 5.2-E(j)(8) to establish ``generic''
listing standards for Derivative Securities Products \4\ that are
permitted to operate in reliance on Rule 6c-11 (``Rule 6c-11'') under
the Investment Company Act of 1940 (``1940 Act'').\5\ In addition, the
Exchange proposes to discontinue the quarterly reports currently
required with respect to Managed Fund Shares listed on the Exchange
pursuant to Rule Commentary .01 to Rule 8.600-E.
---------------------------------------------------------------------------

    \4\ The term ``Derivative Securities Product'' is defined in
Rule 1.1(k) to mean a security that meets the definition of
``derivative securities product'' in Rule 19b-4(e) under the
Exchange Act. 17 CFR 240.19b-4(e). As provided under Rule 19b-4(e),
the term ``new derivative securities product'' means any type of
option, warrant, hybrid securities product or any other security,
other than a single equity option or a security futures product,
whose value is based, in whole or in part, upon the performance of,
or interest in, an underlying instrument. The term ``Exchange Act''
is defined in Rule 1.1(q) to mean the Securities Exchange Act of
1934, as amended.
    \5\ 15 U.S.C. 80a-1.
---------------------------------------------------------------------------

    The Securities and Exchange Commission (``Commission'') recently
adopted Rule 6c-11 to permit exchange-traded funds (ETFs) that satisfy
certain conditions to operate without obtaining an exemptive order from
the Commission under the 1940 Act.\6\ The regulatory framework provided
in Rule 6c-11 will streamline current procedures and reduce the costs
and time frames associated with bringing ETFs to market, thereby
enhancing competition among ETF issuers and reducing costs for
investors.\7\
---------------------------------------------------------------------------

    \6\ See Release Nos. 33-10695; IC-33646; File No. S7-15-18
(Exchange-Traded Funds) (September 25, 2019), 84 FR 57162 (October
24, 2019) (the ``Rule 6c-11 Release'').
    \7\ In approving the rule, the Commission stated that the ``rule
will modernize the regulatory framework for ETFs to reflect our more
than two decades of experience with these investment products. The
rule is designed to further important Commission objectives,
including establishing a consistent, transparent, and efficient
regulatory framework for ETFs and facilitating greater competition
and innovation among ETFs.'' Rule 6c-11 Release, at 57163. The
Commission also stated the following regarding the rule's impact:
``We believe rule 6c-11 will establish a regulatory framework that:
(1) Reduces the expense and delay currently associated with forming
and operating certain ETFs unable to rely on existing orders; and
(2) creates a level playing field for ETFs that can rely on the
rule. As such, the rule will enable increased product competition
among certain ETF providers, which can lead to lower fees for
investors, encourage financial innovation, and increase investor
choice in the ETF market.'' Rule 6c-11 Release, at 57204.
---------------------------------------------------------------------------

    Rule 19b-4(e)(1) provides that the listing and trading of a new
derivative securities product by a self-regulatory organization
(``SRO'') is not deemed a proposed rule change, pursuant to paragraph
(c)(1) of Rule 19b-4,\8\ if the Commission has approved, pursuant to
Section 19(b) of the Act, the SRO's trading rules, procedures and
listing standards for the product class that would include the new
derivative securities product and the SRO has a surveillance program
for the product class.\9\ As contemplated by this Rule, the Exchange
proposes new Rule 5.2-E(j)(8) to establish generic listing standards
for Derivative Securities Products that are ETFs that are permitted to
operate in reliance on Rule 6c-11. An ETF listed under proposed Rule
5.2-E(j)(8) would therefore not need a separate proposed rule change
pursuant to Rule 19b-4 before it can be listed and traded on the
Exchange.
---------------------------------------------------------------------------

    \8\ 17 CFR 240.19b-4(c)(1). As provided under SEC Rule 19b-
4(c)(1), a stated policy, practice, or interpretation of the SRO
shall be deemed to be a proposed rule change unless it is reasonably
and fairly implied by an existing rule of the SRO.
    \9\ Currently, ``passive'' ETFs (Investment Company Units) based
on an underlying index as well as actively-managed ETFs (Managed
Fund Shares) are listed on the Exchange pursuant to NYSE Arca Rules
5.2-E(j)(3) and 8.600-E, respectively, and such securities are
eligible for Exchange listing pursuant to Rule 19b-4(e) if they
satisfy the ``generic'' listing criteria specified in those Exchange
rules. The Exchange may file with the Commission a proposed rule
change pursuant to Rule 19(b) of the Act to permit listing of
Investment Company Units and Managed Fund Shares that do not meet
the applicable generic listing criteria. Such securities may be
listed and traded on the Exchange following Commission approval or
notice of effectiveness of the applicable proposed rule change.
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    The Exchange believes that the proposed generic listing rules for
Exchange-Traded Fund Shares, described below, would facilitate
efficient procedures for ETFs that are permitted to operate in reliance
on Rule 6c-11. The Exchange further believes that the proposed rule is
fully consistent with, and will further, the Commission's goals in
adopting Rule 6c-11. As with Investment Company Units and Managed Fund
Shares listed under the generic listing standards in NYSE Arca Rules
5.2-E(j)(3) and 8.600-E, respectively, series of Exchange-Traded Fund
Shares that are permitted to operate in reliance on Rule 6c-11 would be
permitted to be listed and traded on the Exchange without a prior
Commission approval order or notice of effectiveness pursuant to
Section 19(b) of the Act. This will significantly reduce the time frame
and costs associated with bringing these securities to market, thereby
promoting market competition among issuers of Exchange-Traded Fund
Shares, to the benefit of the investing public.
Proposed Rule 5.2-E(j)(8)--Exchange-Traded Fund Shares
    The Exchange is proposing standards that would pertain to Exchange-
Traded Fund Shares to qualify for listing and trading pursuant to Rule
19b-4(e), as follows.\10\
---------------------------------------------------------------------------

    \10\ Rule 6c-11 is effective December 23, 2019. Subject to
approval of this proposed rule change, Exchange-Traded Fund Shares
that are permitted to operate in reliance on Rule 6c-11 would be
eligible for listing and trading on the Exchange under proposed Rule
5.2-E(j)(8) after that date.
---------------------------------------------------------------------------

    Proposed Rule 5.2-E(j)(8)(a) would provide that the Exchange would

consider for trading, whether by listing or pursuant to unlisted
trading privileges (``UTP''), Exchange-Traded Fund Shares that meet the
criteria of proposed Rule 5.2-E(j)(8).
    Proposed Rule 5.2-E(j)(8)(a)(1) would provide that a Derivative
Securities Product listed under proposed Rule 5.2-E(j)(8) would not
need to separately meet either the initial or continued listed
requirements of any other Exchange rules. For example, an ETF that
satisfies the requirements of Rule 6c-11 and therefore is listed
pursuant to proposed Rule 5.2-E(j)(8) and is also, for example, an
Investment Company Unit, would not need to separately meet the initial
or continued listed requirements of Rule 5.2-E(j)(3).
    Proposed Rule 5.2-E(j)(8)(b) would specify applicability of the
Rule and would provide that it is applicable only to Exchange-Traded
Fund Shares. The Rule would further provide that, except to the extent
inconsistent with proposed Rule 5.2-E(j)(8), or unless the context
otherwise requires, Exchange rules would be applicable to the trading
on the Exchange of such securities and that Exchange-Traded Fund Shares
would be included within the definition of NMS Stock as defined in Rule
1.1.
    Proposed Rule 5.2-E(j)(8)(c) would set forth the definitions that
would be used for purposes of the proposed rule as follows:
     Proposed Rule 5.2-E(j)(8)(c)(1) would define the term
``1940 Act'' to mean the Investment Company Act of 1940, as amended.
     Proposed Rule 5.2-E(j)(8)(c)(2) would define the term
``Exchange-Traded Fund'' as having the same meaning as the term
``exchange-traded fund'' as defined in Rule 6c-11(a)(1) under the 1940
Act.\11\
---------------------------------------------------------------------------

    \11\ Rule 6c-11(a)(1) defines ``exchange-traded fund'' as a
registered open-end management company: (i) That issues (and
redeems) creation units to (and from) authorized participants in
exchange for a basket and a cash balancing amount if any; and (ii)
Whose shares are listed on a national securities exchange and traded
at market-determined prices. The terms ``authorized participant,''
``basket'' and ``creation unit'' are defined in Rule 6c-11(a).
---------------------------------------------------------------------------

     Proposed Rule 5.2-E(j)(8)(c)(3) would define the term
``Exchange-Traded Fund Share'' to mean a share of stock issued by an
Exchange-Traded Fund.\12\
---------------------------------------------------------------------------

    \12\ The definition of Exchange-Traded Fund Shares is the same
as the definition of ``exchange-traded fund shares'' in Rule 6c-
11(a) under the 1940 Act.
---------------------------------------------------------------------------

     Proposed Rule 5.2-E(j)(8)(c)(4) would define the term
``Reporting Authority'' to mean, in respect of a particular series of
Exchange-Traded Fund Shares, the Exchange, an institution, or a
reporting service designated by the Exchange or by the exchange that
lists a particular series of Exchange-Traded Fund Shares (if the
Exchange is trading such series pursuant to UTP) as the official source
for calculating and reporting information relating to such series,
including, but not limited to, the amount of any cash distribution to
holders of Exchange-Traded Fund Shares, net asset value, or other
information relating to the issuance, redemption or trading of
Exchange-Traded Fund Shares. As further proposed, a series of Exchange-
Traded Fund Shares may have more than one Reporting Authority, each
having different functions.\13\
---------------------------------------------------------------------------

    \13\ Proposed Rule 5.2-E(j)(8)(c)(3) is based, for example, on
Rules 8.100-E(a)(2) for Portfolio Depositary Receipts); 8.600-
E(c)(4) (for Managed Fund Shares) and 8.700-E(c)(4) (for Managed
Trust Securities).
---------------------------------------------------------------------------

    Proposed Rule 5.2-E(j)(8)(d) would specify the limitations on
Exchange liability and relates to limitation of the Exchange, the
Reporting Authority, or any agent of the Exchange as a result of
specified events and conditions. Specifying such limitations of
liability is standard in the Exchange's rules governing the listing of
Derivative Securities Products and the proposed rule text is based on
Rules 5.2-E(j)(3)(D), 8.100-E(f), 8.201-E(f), 8.200-E(f), 8.202-E(f),
8.203-E(f), 8.204-E(g), 8.300-E(f), 8.400-E(f), 8.500-E(e), 8.600-E(e),
and 8.700-E(g).
    Proposed Rule 5.2-E(j)(8)(e) would provide that Exchange may
approve Exchange-Traded Fund Shares for listing and/or trading
(including pursuant to UTP) pursuant to Rule 19b-4(e) under the
Exchange Act provided that each series of Exchange-Traded Fund Shares
must be eligible to operate in reliance on Rule 6c-11 and must satisfy
the requirements of proposed Rule 5.2-E(j)(8) upon initial listing and
on a continuing basis. As further proposed, an issuer of such
securities must notify the Exchange of any failure to comply with such
requirements.
    Proposed Rule 5.2-E(j)(8)(e)(1) would set forth the initial and
continued listing standards for Exchange-Traded Fund Shares to be
listed on the Exchange and would provide that Exchange-Traded Fund
Shares will be listed and traded on the Exchange subject to the
requirement that the investment company issuing a series of Exchange-
Traded Fund Shares is in compliance with the requirements of Rule 6c-
11(c) \14\ on an initial and continued listing basis.
---------------------------------------------------------------------------

    \14\ Rule 6c-11(c) (``Conditions'') sets forth certain
conditions applicable to exchange-traded funds, and specifies the
information required to be disclosed prominently on the fund's
website free of charge, including the following:
    (i) Before the opening of regular trading on the primary listing
exchange of the exchange-traded fund shares, the estimated cash
balancing amount (if any) and the following information (as
applicable) for each portfolio holding that will form the basis of
the next calculation of current net asset value per share:
    (A) Ticker symbol;
    (B) CUSIP or other identifier;
    (C) Description of holding;
    (D) Quantity of each security or other asset held; and
    (E) Percentage weight of the holding in the portfolio;
    (ii) The exchange-traded fund's current net asset value per
share, market price, and premium or discount, each as of the end of
the prior business day;
    (iii) A table showing the number of days the exchange-traded
fund's shares traded at a premium or discount during the most
recently completed calendar year and the most recently completed
calendar quarters since that year (or the life of the exchange-
traded fund, if shorter);
     (iv) A line graph showing exchange-traded fund share premiums
or discounts for the most recently completed calendar year and the
most recently completed calendar quarters since that year (or the
life of the exchange-traded fund, if shorter);
    (v) The exchange-traded fund's median bid-ask spread, expressed
as a percentage rounded to the nearest hundredth (and computed in a
manner described in Rule 6c-11(c)(v)(A) through (D)); and
    (vi) If the exchange-traded fund's premium or discount is
greater than 2% for more than seven consecutive trading days, a
statement that the exchange-traded fund's premium or discount, as
applicable, was greater than 2% and a discussion of the factors that
are reasonably believed to have materially contributed to the
premium or discount, which must be maintained on the website for at
least one year thereafter.
    Rule 6c-11(c)(4) provides that the exchange-traded fund may not
seek, directly or indirectly, to provide investment returns that
correspond to the performance of a market index by a specified
multiple, or to provide investment returns that have an inverse
relationship to the performance of a market index, over a
predetermined period of time.
---------------------------------------------------------------------------

    Proposed Rule 5.2-E(j)(8)(e)(2) would set forth the standards for
suspension of trading or removal of Exchange-Traded Fund Shares from
listing on the Exchange and would provide that the Exchange will
maintain surveillance procedures for securities listed under proposed
Rule 5.2-E(j)(8) and would consider the suspension of trading in, and
will commence delisting proceedings under Rule 5.5-E(m) of, a series of
Exchange-Traded Fund Shares under any of the following circumstances:
    (i) If the investment company notifies the Exchange that it does
not comply with the requirements of Rule 6c-11(c) under the 1940 Act
(see proposed Rule 5.2-E(j)(8)(e)(2)(A));
    (ii) if such other event shall occur or condition exists which, in
the opinion of the Exchange, makes further dealings on the Exchange
inadvisable (see proposed Rule 5.2-E(j)(8)(e)(2)(B)). This proposed
rule text is based, for example,

on Rules 5.2-E(j)(6)(B)(2)(c)(3)(for Index-Linked Securities); 8.600-
E(d)(2)(C)(vi)(for Managed Fund Shares); and 8.700-E(d)(2)(c)(vi)(for
Managed Trust Securities).
    Proposed Rule 5.2-E(j)(8)(f) would provide that transactions in
Exchange-Traded Fund Shares would occur during the trading hours
specified in Rule 7.34-E(a). As with other Derivative Securities
Products listed on the Exchange, Exchange-Traded Fund Shares would
trade during the Early, Core, and Late Trading Sessions, as defined in
Rule 7.34-E(a). ETP Holders accepting orders in Exchange-Traded Fund
Shares in the Early or Late Trading Session would be subject to the
customer disclosure requirements specified in Rule 7.34-E(d).
    Proposed Rule 5.2-E(j)(8)(g) would provide that the Exchange would
implement written surveillance procedures for Exchange-Traded Fund
Shares.\15\ This proposed rule is based, for example, on Commentary
.01(f) to Rule 5.2-E(j)(3) (for Investment Company Units); Commentary
.03 to Rule 8.600-E (for Managed Fund Shares); and Commentary .04 to
Rule 8.700-E (for Managed Trust Securities).
---------------------------------------------------------------------------

    \15\ The Exchange will propose applicable NYSE Arca listing fees
for Exchange-Traded Fund Shares in the NYSE Arca Equities Schedule
of Fees and Charges in a separate proposed rule change.
---------------------------------------------------------------------------

    The Exchange proposes to include Commentary .01 to proposed Rule
5.2-E(j)(8) that would set forth which listing rule would be applicable
to Derivative Securities Products that are currently listed on the
Exchange and are also Exchange-Traded Funds that are permitted to
operate in reliance on Rule 6c-11. As proposed, Commentary .01 to Rule
5.2-E(j)(8) would provide that a Derivative Securities Product that has
previously been approved for listing on the Exchange pursuant to the
generic listing requirements specified in Rule 5.2-E(j)(3) or
Commentary .01 to Rule 8.600-E, or pursuant to a proposed rule change
filed and approved or subject to a notice of effectiveness by the
Commission, will be deemed to be considered approved for listing under
this Rule if such Derivative Securities Product is both (1) permitted
to operate in reliance on Rule 6c-11 under the 1940 Act, and (2) the
prior exemptive relief under the 1940 Act for such Derivative
Securities Product has been rescinded.
    As further proposed, once such prior exemptive relief has been
rescinded, the continued listing requirements applicable to such
previously-listed Derivative Securities Products would be those
specified in paragraph (e) of Rule 5.2-E(j)(8) and any requirements for
listing as specified in Rule 5.2-E(j)(3) or Commentary .01 to Rule
8.600-E, or an approval order or notice of effectiveness of a separate
proposed rule change that differ from the requirements of Rule 5.2-
E(j)(8) would no longer be applicable to such Derivative Securities
Products.
    The Exchange believes that this proposed Commentary harmonizes the
Exchange's listing standards for all Exchange-Traded Funds that will be
listed on the Exchange, even if they were previously listed pursuant to
different continuing listed requirements. Specifically, as noted in the
Rule 6c-11 Release, one year following the effective date of Rule 6c-
11, the Commission will be rescinding those portions of its prior ETF
exemptive orders under the 1940 Act that grant relief related to the
formation and operation of certain ETFs. The Exchange believes that
once this occurs, all Exchange-Traded Funds will be subject to the same
requirements under Rule 6c-11 and will no longer be subject to any
differing requirements that may have been set forth in the exemptive
orders issued before the effective date of Rule 6c-11. The Exchange
therefore believes that any such Exchange-Traded Funds that were
previously-listed on the Exchange under a different standard should be
deemed approved for listing on the Exchange under proposed Rule 5.2-
E(j)(8). To maintain consistent standards for all Exchange-Traded Fund
Shares on the Exchange, the Exchange further believes that such
previously-listed products should no longer be required to comply with
the previously-applicable continued listing requirements for such
Exchange-Traded Funds.
    The Exchange also proposes non-substantive amendments to include
Exchange-Traded Fund Shares in other Exchange rules. Specifically, the
Exchange proposes to amend Rule 5.3-E, concerning Corporate Governance
and Disclosure Policies, and Rule 5.3-E(e), concerning Shareholder/
Annual Meetings, to add Exchange-Traded Fund Shares to the enumerated
derivative and special purpose securities that are subject to the
respective Rules. Thus, Exchange-Traded Fund Shares would be subject to
corporate governance, disclosure and shareholder/annual meeting
requirements that are consistent with other derivative and special
purpose securities enumerated in those Rules.
    The Exchange believes that proposed Rule 5.2-E(j)(8) would promote
transparency surrounding the listing process for Exchange-Traded Fund
Shares.
    The Exchange represents that its surveillance procedures are
adequate to properly monitor the trading of the Exchange-Traded Fund
Shares in all trading sessions and to deter and detect violations of
Exchange rules. Specifically, the Exchange intends to utilize its
existing surveillance procedures applicable to Derivative Securities
Products to monitor trading in Exchange-Traded Fund Shares.
    Pursuant to its obligations under Section 19(g)(1) of the Act, the
Exchange will monitor for compliance with the continued listing
requirements. As provided for under proposed Rule 5.2-E(j)(8)(e)(2), if
the fund is not in compliance with the applicable listing requirements,
the Exchange will commence delisting procedures under Rule 5.5-E(m).
    In support of this proposal, the Exchange represents that:
    (1) The Exchange-Traded Fund Shares will conform to the initial and
continued listing criteria under Rule 5.2-E(j)(8);
    (2) the Exchange's surveillance procedures are adequate to properly
monitor the trading of the Exchange-Traded Fund Shares in all trading
sessions and to deter and detect violations of Exchange rules.
Specifically, the Exchange intends to utilize its existing surveillance
procedures applicable to derivative products, which will include
Exchange-Traded Fund Shares, to monitor trading in the Exchange-Traded
Fund Shares; and
    (3) the issuer of a series of Exchange-Traded Fund Shares will be
required to comply with Rule 10A-3 under the Act for the initial and
continued listing of Exchange-Traded Fund Shares, as provided under
Rule 5.3-E.
Proposed Discontinuance of Quarterly Reporting Obligation for Managed
Fund Shares
    In its order approving the Exchange's proposal to adopt generic
listing standards for Managed Fund Shares,\16\ the Commission noted
that the Exchange has represented that it would ``provide the
Commission staff with a report each calendar quarter that includes the
following information for issues of Managed Fund Shares listed during
such calendar quarter under Commentary .01 to NYSE Arca Rule 8.600-E:
(1) trading symbol and date of listing on the Exchange; (2) the number
of active authorized participants and a description of any failure of
an issue of

Managed Fund Shares listed pursuant to Commentary .01 to Rule 8.600-E
or of an authorized participant to deliver shares, cash, or cash and
financial instruments in connection with creation or redemption orders;
and (3) a description of any failure of an issue of Managed Fund Shares
to comply with Rule 8.600-E.'' \17\ The requirement to provide such
quarterly reports is not separately specified in Rule 8.600-E.
---------------------------------------------------------------------------

    \16\ See Securities Exchange Act Release No. 78397 (July 22,
2016), 81 FR 49320 (the ``Managed Fund Shares Approval Order'').
    \17\ See Managed Fund Shares Approval Order at footnote 18.
---------------------------------------------------------------------------

    The Exchange has provided such information to the Commission on a
quarterly basis for two years. The Exchange believes such quarterly
reports are no longer necessary in view of the requirements of Rule 6c-
11(d), as adopted in the Rule 6c-11 Release, and now proposes to
discontinue such reporting going forward. Rule 6c-11(d) includes
specific ongoing reporting requirements for exchange-traded funds,
including written agreements between an authorized participant and a
fund allowing purchase or redemption of creation units, information
regarding the baskets exchanged with authorized participants, and the
identity of authorized participants transacting with a fund.\18\ The
Commission has stated that the information required by Rule 6c-11(d)
will provide the Commission's examination staff with information to
determine compliance with Rule 6c-11 and applicable federal securities
laws. \19\
---------------------------------------------------------------------------

    \18\ Rule 6c-11(d), which sets forth recordkeeping requirements
applicable to exchange-traded funds, provides that that the
exchange-traded fund must maintain and preserve for a period of not
less than five years, the first two years in an easily accessible
place: (1) All written agreements (or copies thereof) between an
authorized participant and the exchange-traded fund or one of its
service providers that allows the authorized participant to place
orders for the purchase or redemption of creation units; (2) For
each basket exchanged with an authorized participant, records
setting forth: (i) The ticker symbol, CUSIP or other identifier,
description of holding, quantity of each holding, and percentage
weight of each holding composing the basket exchanged for creation
units; (ii) If applicable, identification of the basket as a custom
basket and a record stating that the custom basket complies with
policies and procedures that the exchange-traded fund adopted
pursuant to paragraph (c)(3) of Rule 6c-11; (iii) Cash balancing
amount (if any); and (iv) Identity of authorized participant
transacting with the exchange-traded fund.
    \19\ In the Rule 6c-11 Release, the Commission stated that
``requiring ETFs to maintain records regarding each basket exchanged
with authorized participants will provide our examination staff with
a basis to understand how baskets are being used by ETFs,
particularly with respect to custom baskets. In order to provide our
examination staff with detailed information regarding basket
composition, however, we have modified rule 6c-11 to require the
ticker symbol, CUSIP or other identifier, description of holding,
quantity of each holding, and percentage weight of each holding
composing the basket exchanged for creation units as part of the
basket records, instead of the name and quantities of each position
as proposed. We believe that this additional information will better
enable our examination staff to evaluate compliance with the rule
and other applicable provisions of the federal securities laws.''
See Rule 6c-11 Release, at 57195.
---------------------------------------------------------------------------

    The Exchange therefore believes that the quarterly reports
currently required pursuant to the Managed Fund Shares Approval Order
are duplicative of the new Rule 6c-11(d) requirements. To avoid
unnecessary overlap and potential inconsistency between the quarterly
reports currently required under the Managed Fund Shares Approval Order
and the reporting requirements of Rule 6c-11(d), and to avoid
unnecessary, duplicative burdens on authorized participants and their
firms in providing and maintaining information regarding creation and
redemption activity, the Exchange proposes to discontinue the filing
quarterly reports.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent
with Section 6(b) of the Act,\20\ in general, and furthers the
objectives of Section 6(b)(5) of the Act,\21\ in particular, because it
is designed to prevent fraudulent and manipulative acts and practices,
to promote just and equitable principles of trade, to remove
impediments to, and perfect the mechanism of a free and open market
and, in general, to protect investors and the public interest.
---------------------------------------------------------------------------

    \20\ 15 U.S.C. 78f(b).
    \21\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    By facilitating efficient procedures for listing ETFs that are
permitted to operate in reliance on Rule 6c-11, the generic listing
rules in proposed Rule 5.2-E(j)(8) described above are consistent with,
and will further, the Commission's goals in adopting Rule 6c-11. In
addition, by allowing Exchange-Traded Fund Shares to be listed and
traded on the Exchange without a prior Commission approval order or
notice of effectiveness pursuant to Section 19(b) of the Act, proposed
Rule 5.2-E(j)(8) will significantly reduce the time frame and costs
associated with bringing these securities to market, thereby promoting
market competition among issuers of Exchange-Traded Fund Shares, to the
benefit of the investing public.
    In addition, the proposed rule change would fulfill the intended
objective of Rule 19b-4(e) under the Act by permitting Exchange-Traded
Fund Shares that satisfy the proposed listing standards to be listed
and traded without separate Commission approval.
    To be listed under proposed Rule 5.2-E(j)(8), each series of
Exchange-Traded Fund Shares must be eligible to operate in reliance on
Rule 6c-11 under the 1940 Act and must satisfy the requirements of Rule
5.2-E(j)(8) upon initial listing and on a continuing basis. An issuer
of such securities must notify the Exchange of any failure to comply
with such requirements.
    As provided in proposed Rule 5.2-E(j)(8)(e)(1), Exchange-Traded
Fund Shares would be listed and traded on the Exchange subject to the
requirement that the investment company issuing a series of Exchange-
Traded Fund Shares is in compliance with the requirements of Rule 6c-
11(c) \22\ under the 1940 Act on an initial and continued listing
basis. This requirement will ensure that Exchange-listed Exchange-
Traded Fund Shares continue to operate in a manner that fully complies
with the portfolio transparency requirements of Rule 6c-11(c).
---------------------------------------------------------------------------

    \22\ Rule 6c-11(c) sets forth certain conditions applicable to
exchange-traded funds, including information required to be
disclosed on the fund's website.
---------------------------------------------------------------------------

    As provided in proposed Rule 5.2-E(j)(8)(e)(2) (Suspension of
trading or removal), the Exchange will maintain surveillance procedures
for securities listed under proposed Rule 5.2-E(j)(8) and will consider
the suspension of trading in, and will commence delisting proceedings
under Rule 5.5-E(m) of, a series of Exchange-Traded Fund Shares if the
investment company notifies the Exchange that it does not comply with
the requirements of Rule 6c-11(c) under the 1940 Act, or if such other
event shall occur or condition exists which, in the opinion of the
Exchange, makes further dealings on the Exchange inadvisable.
    As provided in proposed Rule 5.2-E(j)(8)(g), the Exchange will
implement written surveillance procedures for Exchange-Traded Fund
Shares. The Exchange represents that its surveillance procedures are
adequate to properly monitor the trading of the Exchange-Traded Fund
Shares in all trading sessions and to deter and detect violations of
Exchange rules. Specifically, the Exchange intends to utilize its
existing surveillance procedures applicable to derivative products,
which will include Exchange-Traded Fund Shares, to monitor trading in
the Exchange-Traded Fund Shares.
    Proposed Commentary .01 to Rule 5.2-E(j)(8) relates to Derivative
Securities Products that have previously been approved for listing on
the Exchange pursuant to the generic listing requirements specified in
Rule 5.2-E(j)(3) or Commentary .01 to Rule 8.600-E, or pursuant to a
proposed rule change filed with the Commission. Commentary .01 to
proposed Rule 5.2-E(j)(8) will make clear that such funds

will be deemed to be considered approved for listing under Rule 5.2-
E(j)(8) if such funds are permitted to operate in reliance on Rule 6c-
11 and any prior exemptive relief under the 1940 Act for such product
has been rescinded. At such time, to maintain consistent listing
standards for all Exchange-Traded Fund Shares listed on the Exchange,
any requirements for listing as specified in Rule 5.2-E(j)(3) or
Commentary .01 to Rule 8.600-E, or an approval order or notice of
effectiveness of a separate proposed rule change that differ from the
requirements of this Rule would no longer be applicable to such
exchange-traded funds. The Exchange believes this Rule will streamline
the listing process for such securities, consistent with the regulatory
framework adopted in Rule 6c-11 under the 1940 Act.
    The proposed addition of Exchange-Traded Fund Shares to the
enumerated derivative and special purpose securities that are subject
to the provisions of Rule 5.3-E (Corporate Governance and Disclosure
Policies) and Rule 5.3-E (e) (Shareholder/Annual Meetings) would
subject Exchange-Traded Fund Shares to the same requirements currently
applicable to other 1940 Act-registered investment company securities
(i.e., Investment Company Units, Managed Fund Shares and Portfolio
Depositary Receipts).
    The Exchange believes that the proposed rule change is designed to
prevent fraudulent and manipulative acts and practices. The Exchange
has in place surveillance procedures that are adequate to properly
monitor trading in the Exchange-Traded Fund Shares in all trading
sessions and to deter and detect violations of Exchange rules and
applicable federal securities laws. The Financial Industry Regulatory
Authority, on behalf of the Exchange, or the regulatory staff of the
Exchange, will communicate as needed regarding trading in Exchange-
Traded Fund Shares with other markets that are members of the
Intermarket Surveillance Group (``ISG''), including all U.S. securities
exchanges on which the components are traded. In addition, the Exchange
may obtain information regarding trading in Exchange-Traded Fund Shares
from other markets that are members of the ISG, including all U.S.
securities exchanges on which the components are traded, or with which
the Exchange has in place a comprehensive surveillance sharing
agreement.
    The Exchange will monitor for compliance with the continued listing
requirements. If the Exchange-Traded Fund is not in compliance with the
applicable listing requirements, the Exchange will commence delisting
procedures under Rule 5.5-E(m).
    With respect to the proposed discontinuance of quarterly reports
currently required for Managed Fund Shares, the Exchange believes such
quarterly reports are no longer necessary in view of the requirements
of Rule 6c-11(d).\23\ As noted above, Rule 6c-11(d) includes specific
ongoing reporting requirements for exchange-traded funds, including
written agreements between an authorized participant and a fund
allowing purchase or redemption of creation units, information
regarding the baskets exchanged with authorized participants, and the
identity of authorized participants transacting with a fund. The
Commission has stated that the information required by Rule 6c-11(d)
will provide the Commission's examination staff with information to
determine compliance with Rule 6c-11 and applicable federal securities
laws. The Exchange, therefore, believes it is necessary to discontinue
the filing quarterly reports to avoid unnecessary overlap and potential
inconsistency between the quarterly reports and the reporting
requirements of Rule 6c-11(d), and to avoid unnecessary, duplicative
burdens on authorized participants and their firms in providing and
maintaining information regarding creation and redemption activity.
---------------------------------------------------------------------------

    \23\ See note 18, supra.
---------------------------------------------------------------------------

    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,\24\ 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 purposes of the Act. Instead, the Exchange believes that the
proposed rule change would facilitate the listing and trading of
Exchange-Traded Fund Shares and result in an efficient process
surrounding the listing and trading of Exchange-Traded Fund Shares,
which will enhance competition among market participants, to the
benefit of investors and the marketplace. The Exchange believes that
this will reduce the time frame for bringing Exchange-Traded Fund
Shares to market, thereby reducing the burdens on issuers and other
market participants and promoting competition. In turn, the Exchange
believes that the proposed change would make the process for listing
Exchange-Traded Fund Shares more competitive by applying uniform
listing standards with respect to Exchange-Traded Fund Shares.
---------------------------------------------------------------------------

    \24\ 15 U.S.C. 78f(b)(8).
---------------------------------------------------------------------------

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

    Within 45 days of the date of publication of this notice in the
Federal Register or such longer period up to 90 days (i) as the
Commission may designate if it finds such longer period to be
appropriate and publishes its reasons for so finding or (ii) as to
which the self-regulatory organization consents, the Commission will:
    (A) By order approve or disapprove the proposed rule change, or
    (B) institute proceedings to determine whether the proposed rule
change should be disapproved.

IV. Solicitation of Comments

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

Electronic Comments

     Use the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to<EMAIL_ADDRESS>Please include
File Number SR-NYSEArca-2019-81 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-2019-81. 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 website (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 website 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. Persons submitting comments are cautioned that we do
not redact or edit personal identifying information from comment
submissions. You should submit only information that you wish to make
available publicly. All submissions should refer to File Number SR-
NYSEArca-2019-81 and should be submitted on or before December 11,
2019.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\25\
---------------------------------------------------------------------------

    \25\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2019-25101 Filed 11-19-19; 8:45 am]
 BILLING CODE 8011-01-P


Technical Appendices

For

Proposed

Redesignation Request,

Maintenance Plan

and 2002 Base Year Inventory

Tioga County

 Ozone Nonattainment Area

September  2006

Commonwealth of Pennsylvania

Department of Environmental Protection

Bureau of Air Quality

TABLE OF CONTENTS

Appendix A:  	Stationary Point Sources

A-1  	Methodology – Preparation of Pennsylvania Point Source Inventories and Instructions for Completing the Annual Emissions Reporting Forms

A-2  	Facility Annual Emissions by SCC

A-3	Facility Daily Emissions by SCC

Appendix B:  	Stationary Area Sources

B-1    	Pennsylvania 2002 Area Source Criteria Air Pollutant Emission Estimation Methods (EH Pechan, Feb. 2004)

B-2	Area Source Annual Emissions by SCC

B-3	Area Source Daily Emissions by SCC

	Appendix C:  	Highway Vehicles  (includes Executive Summary)

C-1   	Mobile Source Highway Emissions Inventory – An Explanation of Methodology

C-2	Tioga County Ozone (VOC, NOx) Emission Results (By Year, Functional Class and Vehicle Type), 2002 SCC Annual

C-3   	MOBILE6.2 Input Parameter Summary

C-4	MOBILE6.2 Sample Input File

C-5	Traffic Growth Forecasting System Report

	Appendix D:  	Nonroad Sources

D-1	Emissions Estimation Methodology

D-2	Nonroad Source Emissions by Category and SCC

	Appendix E:	Source Emissions Projection Methodology


[Federal Register: August 2, 2006 (Volume 71, Number 148)]
[Notices]
[Page 43728]
[DOCID:fr02au06-57]

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

DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

 [Project No. 2195-011]

Clackamas River Hydroelectric Project; Portland General Electric
Company Clackamas County, OR; Notice of Extension of Comment Date

July 26, 2006.
    The public comment period for the Clackamas River Hydroelectric
Project Draft Environmental Impact Statement (DEIS) issued June 16,
2006, by the Commission has been extended until 5 p.m. Eastern Time
August 22, 2006.

Magalie R. Salas,
Secretary.
[FR Doc. E6-12379 Filed 8-1-06; 8:45 am]

BILLING CODE 6717-01-P