Notice2021-19610
Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend the NYSE Arca Equities Fees and Charges
Primary source
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Published
September 13, 2021
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 86 Issue 174 (Monday, September 13, 2021)</title>
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[Federal Register Volume 86, Number 174 (Monday, September 13, 2021)]
[Notices]
[Pages 50922-50926]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2021-19610]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-92882; File No. SR-NYSEArca-2021-74]
Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing
and Immediate Effectiveness of Proposed Rule Change To Amend the NYSE
Arca Equities Fees and Charges
September 7, 2021.
Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of
1934 (the ``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby
given that, on August 23, 2021, NYSE Arca, Inc. (``NYSE Arca'' or the
``Exchange'') filed with the Securities and Exchange Commission (the
``Commission'') the proposed rule change as described in Items I, II,
and III below, which Items have been prepared by the self-regulatory
organization. The Commission is publishing this notice to solicit
comments on the proposed rule change from interested persons.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 15 U.S.C. 78a.
\3\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange proposes to amend the NYSE Arca Equities Fees and
Charges (``Fee Schedule'') to eliminate the per share credit associated
with certain Retail Orders that add and remove liquidity. The Exchange
proposes to implement the fee change effective August 23, 2021. The
proposed rule change is available on the Exchange's website at
<a href="http://www.nyse.com">www.nyse.com</a>, 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.
[[Page 50923]]
A. Self-Regulatory Organization's Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule Change
1. Purpose
The Exchange proposes to amend the Fee Schedule to eliminate the
per share credit associated with certain Retail Orders \4\ that add and
remove liquidity. The Exchange proposes to implement the fee change
effective August 23, 2021.\5\
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\4\ A Retail Order is an agency order that originates from a
natural person and is submitted to the Exchange by an ETP Holder,
provided that no change is made to the terms of the order to price
or side of market and the order does not originate from a trading
algorithm or any other computerized methodology. See Securities
Exchange Act Release No. 67540 (July 30, 2012), 77 FR 46539 (August
3, 2012) (SR-NYSEArca-2012-77).
\5\ The Exchange originally filed to amend the Fee Schedule on
August 9, 2021 (SR-NYSEArca-2021-72). SR-NYSEArca-2021-72 was
subsequently withdrawn and replaced by this filing.
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Background
The Exchange operates in a highly competitive market. The
Commission has repeatedly expressed its preference for competition over
regulatory intervention in determining prices, products, and services
in the securities markets. In Regulation NMS, the Commission
highlighted the importance of market forces in determining prices and
SRO revenues and, also, recognized that current regulation of the
market system ``has been remarkably successful in promoting market
competition in its broader forms that are most important to investors
and listed companies.'' \6\
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\6\ See Securities Exchange Act Release No. 51808 (June 9,
2005), 70 FR 37496, 37499 (June 29, 2005) (File No. S7-10-04) (Final
Rule) (``Regulation NMS'').
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While Regulation NMS has enhanced competition, it has also fostered
a ``fragmented'' market structure where trading in a single stock can
occur across multiple trading centers. When multiple trading centers
compete for order flow in the same stock, the Commission has recognized
that ``such competition can lead to the fragmentation of order flow in
that stock.'' \7\ Indeed, equity trading is currently dispersed across
16 exchanges,\8\ numerous alternative trading systems,\9\ and broker-
dealer internalizers and wholesalers, all competing for order flow.
Based on publicly-available information, no single exchange currently
has more than 17% market share.\10\ Therefore, no exchange possesses
significant pricing power in the execution of equity order flow. More
specifically, the Exchange currently has less than 10% market share of
executed volume of equities trading.\11\
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\7\ See Securities Exchange Act Release No. 61358, 75 FR 3594,
3597 (January 21, 2010) (File No. S7-02-10) (Concept Release on
Equity Market Structure).
\8\ See Cboe U.S Equities Market Volume Summary, available at
<a href="https://markets.cboe.com/us/equities/market_share">https://markets.cboe.com/us/equities/market_share</a>. See generally
<a href="https://www.sec.gov/fast-answers/divisionsmarketregmrexchangesshtml.html">https://www.sec.gov/fast-answers/divisionsmarketregmrexchangesshtml.html</a>.
\9\ See FINRA ATS Transparency Data, available at <a href="https://otctransparency.finra.org/otctransparency/AtsIssueData">https://otctransparency.finra.org/otctransparency/AtsIssueData</a>. A list of
alternative trading systems registered with the Commission is
available at <a href="https://www.sec.gov/foia/docs/atslist.htm">https://www.sec.gov/foia/docs/atslist.htm</a>.
\10\ See Cboe Global Markets U.S. Equities Market Volume
Summary, available at <a href="http://markets.cboe.com/us/equities/market_share/">http://markets.cboe.com/us/equities/market_share/</a>.
\11\ See id.
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The Exchange believes that the ever-shifting market share among the
exchanges from month to month demonstrates that market participants can
move order flow, or discontinue or reduce use of certain categories of
products. While it is not possible to know a firm's reason for shifting
order flow, the Exchange believes that one such reason is because of
fee changes at any of the registered exchanges or non-exchange venues
to which a firm routes order flow. The competition for Retail Orders is
even more stark, particularly as it relates to exchange versus off-
exchange venues.
The Exchange thus needs to compete in the first instance with non-
exchange venues for Retail Order flow, and with the 15 other exchange
venues for that Retail Order flow that is not directed off-exchange.
Accordingly, competitive forces compel the Exchange to use exchange
transaction fees and credits, particularly as they relate to competing
for Retail Order flow, because market participants can readily trade on
competing venues if they deem pricing levels at those other venues to
be more favorable.
To respond to this competitive environment, the Exchange has
established Retail Order Step-Up tiers,\12\ which are designed to
provide an incentive for ETP Holders to route Retail Orders to the
Exchange by providing higher credits for adding liquidity correlated to
an ETP Holder's higher trading volume in Retail Orders on the Exchange.
Under the Retail Order Step-Up Tiers, ETP Holders also do not pay a fee
when such Retail Orders have a time-in-force of Day and remove
liquidity from the Exchange.
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\12\ See Retail Order Tier, Retail Order Step-Up Tier 1, Retail
Order Step-Up Tier 2 and Retail Order Step-Up Tier 3 on the Fee
Schedule.
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Proposed Rule Change
The Exchange proposes to eliminate the per share credit associated
with the execution of orders that are internalized.\13\ An internalized
retail order execution is a trade where two Retail Orders that trade
against each other share the same Market Participant Identifier
(``MPID''). Under the proposal, for Retail Orders that are
internalized, the Exchange would not provide the current rebate and
would continue to not charge a fee for orders that qualify for the
Retail Order Step-Up Tier 1, Retail Order Step-Up Tier 2 and Retail
Order Step-Up Tier 3 pricing tiers. More specifically, the Exchange
proposes to not charge a fee or pay a credit for Retail Orders where
each side of the executed order (1) shares the same MPID and (2) is a
Retail Order with a time-in-force of Day. The proposed rule change
would not create new means of submitting orders to the Exchange nor
would it permit ETP Holders to circumvent the Exchange's order priority
rules. The Exchange's priority rules would continue to apply as they
currently do with respect to the execution of Retail Orders that are
the subject of this proposed rule change.
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\13\ This occurs when two orders presented to the Exchange from
the same ETP Holder (i.e., MPID) are presented separately and not in
a paired manner, but nonetheless inadvertently match with one
another.
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Under the Retail Order Step-Up Tier 1 pricing tier, such orders
currently receive a credit of $0.0038 per share for adding liquidity
and do not pay a fee for removing liquidity. Under the Retail Order
Step-Up Tier 2 pricing tier, such orders currently receive a credit of
$0.0035 per share for adding liquidity and do not pay a fee for
removing liquidity. Lastly, under the Retail Order Step-Up Tier 3
pricing tier, such orders currently receive a credit of $0.0036 per
share for adding liquidity and do not pay a fee for removing liquidity.
When both sides of an execution are not Retail Orders or do not share
the same MPID, the Exchange will continue to not charge a fee for
removing liquidity and will continue to provide the credits noted
above. The proposed rule change would not impact orders that qualify
for the Retail Order pricing tier that are internalized. Such orders
would continue to receive a credit of $0.0033 per share for providing
liquidity and would continue to pay a fee of $0.0030 per share for
removing liquidity.\14\
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\14\ Under Tier 1, Tier 2 and Tier 3 pricing tiers, such orders
would pay a fee of $0.0029 per share in Tape B securities. See Fee
Schedule.
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The proposed changes are not otherwise intended to address any
other issues, and the Exchange is not aware of any significant problems
that market participants would have in complying with the proposed
changes.
[[Page 50924]]
2. Statutory Basis
The Exchange believes that the proposed rule change is consistent
with Section 6(b) of the Act,\15\ in general, and furthers the
objectives of Sections 6(b)(4) and (5) of the Act,\16\ in particular,
because it provides for the equitable allocation of reasonable dues,
fees, and other charges among its members, issuers and other persons
using its facilities and does not unfairly discriminate between
customers, issuers, brokers or dealers.
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\15\ 15 U.S.C. 78f(b).
\16\ 15 U.S.C. 78f(b)(4) and (5).
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The Proposed Fee Change Is Reasonable
As discussed above, the Exchange operates in a highly fragmented
and competitive market. The Commission has repeatedly expressed its
preference for competition over regulatory intervention in determining
prices, products, and services in the securities markets. Specifically,
in Regulation NMS, the Commission highlighted the importance of market
forces in determining prices and SRO revenues and, also, recognized
that current regulation of the market system ``has been remarkably
successful in promoting market competition in its broader forms that
are most important to investors and listed companies.'' \17\
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\17\ See Securities Exchange Act Release No. 51808 (June 9,
2005), 70 FR 37496, 37499 (June 29, 2005).
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The Exchange believes that the ever-shifting market share among the
exchanges from month to month demonstrates that market participants can
shift order flow, or discontinue to reduce use of certain categories of
products, in response to fee changes. With respect to Retail Orders,
ETP Holders can choose from any one of the 16 currently operating
registered exchanges, and numerous off-exchange venues, to route such
order flow. Accordingly, competitive forces reasonably constrain
exchange transaction fees that relate to Retail Orders on an exchange.
Stated otherwise, changes to exchange transaction fees can have a
direct effect on the ability of an exchange to compete for order flow.
In particular, the Exchange believes that the proposed elimination
of credits is reasonable because the Exchange has determined to no
longer provide credits for Retail Orders that are internalized. With
this proposed rule change, the Exchange is eliminating credits only for
a subset of Retail Orders, i.e., orders that are internalized. The
Exchange currently provides credits for Retail Orders that provide
liquidity that other market participants can interact with. Retail
Orders that are internalized, on the other hand, do not share that
characteristic and therefore, the Exchange has determined not to
provide credits for such orders. The Exchange notes that market
participants are free to shift their order flow to competing venues if
they believe other markets offer more favorable fees and credits.
Additionally, the proposed rule change would apply only to a subset of
Retail Orders directed to the Exchange by ETP Holders, i.e., those that
share the same MPID and that add and remove retail liquidity. All other
Retail Orders would continue to be subject to current fees and credits.
The Exchange believes it is reasonable to no longer provide credits
for certain types of orders transacted on the Exchange because the
Exchange is not required to provide such credits. As noted above, the
Exchange believes that it is reasonable to eliminate credits for Retail
Orders that are internalized because the pricing incentive currently in
place is intended to attract liquidity that other market participants
can interact with. The Exchange is not required to provide credits for
activity that it believes does not accrue liquidity on the Exchange for
the benefit of other market participants. The Exchange notes that other
markets have utilized a similar basis for eliminating rebates. In
particular, Cboe BZX Exchange, Inc. (``BZX'') recently eliminated the
rebate applied to orders in securities priced below $1.00 because, as
BZX noted, it ``no longer wishes to, nor is it required to, provide
such a rebate.'' \18\
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\18\ See Securities Exchange Act Release No. 92013 (May 25,
2021), 86 FR 29312 (June 1, 2021) (SR-CboeBZX-2021-040).
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The Exchange believes that, despite the removal of the credits, ETP
Holders may continue to direct orders to the Exchange that may
otherwise be internalized off-exchange, which would contribute to a
deeper, more liquid market and provide even more execution
opportunities for market participants.
The Proposed Fee Change Is an Equitable Allocation of Fees and Credits
The Exchange believes the proposal is an equitable allocation of
fees among its market participants because all ETP Holders that
participate on the Exchange will be able to internalize their Retail
Orders on the Exchange at no cost, i.e., they would not receive any
credit or pay any fee for the execution of Retail Orders that are
internalized. Notwithstanding the elimination of credits for Retail
Orders that are internalized under Retail Order Step-Up Tiers 1-3, the
Exchange believes it would continue to be an attractive venue for ETP
Holders because they would still be able to execute Retail Orders that
are internalized at no cost. However, without having a view of ETP
Holders' activity on other markets and off-exchange venues, the
Exchange has no way of knowing whether the Exchange's current fee
structure would result in any ETP Holder sending their Retail Orders to
the Exchange. The Exchange believes that its fee structure for Retail
Orders that are not internalized should incentivize ETP Holders to
continue to send such orders to the Exchange. The Exchange cannot
predict with certainty how many ETP Holders would avail themselves of
this opportunity but additional Retail Orders would benefit all market
participants because it would provide greater execution opportunities
on the Exchange.
The Exchange further notes that the market for attracting Retail
Orders remains competitive. For example, until recently, CBOE EDGX
Equities, Inc. (``EDGX'') charged its members an internalization fee of
$0.00050 per share for orders, including Retail Orders, that add
liquidity and a fee of $0.00050 per share for orders, including Retail
Orders, that remove liquidity if such members did not have an adding
ADV of 10,000,000 shares.\19\ As a result of the recent EDGX fee
change, EDGX now pays a rebate for Retail Orders that ranges between
$0.0032 per share and $0.0037 per share. The Exchange believes that its
fee structure for Retail Orders that are not internalized or do not
qualify for Retail Order Step-Up Tiers 1-3 should continue to
incentivize ETP Holders to send such orders to the Exchange.
Specifically, under the Exchange's step up tiers for Retail Orders, ETP
Holders can receive more favorable credits that range between $0.0035
per share and $0.0038 per share.
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\19\ See Securities Exchange Act Release No. 92445 (July 20,
2021), 86 FR 40097 (July 26, 2021) (SR-CboeEDGX-2021-033).
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The Exchange believes the proposed change is equitable and not
unfairly discriminatory because ETP Holders would continue to not pay
any fees for Retail Orders that are internalized. Further, the Exchange
believes the proposed change is equitable and not unfairly
discriminatory because it would apply equally to all ETP Holders.
Notwithstanding the elimination of credits for Retail Orders that are
internalized under the Retail Order Step-Up Tiers 1-3, the Exchange
believes that its current fee structure,
[[Page 50925]]
which provides rebates for Retail Orders when such orders provide
liquidity and interact with other participants, should provide a
sufficient incentive for ETP Holders to direct their Retail Orders to
the Exchange.
The Exchange believes that the proposed rule change is equitable
because maintaining the proportion of Retail Orders in exchange-listed
securities that are executed on a registered national securities
exchange (rather than relying on certain available off-exchange
execution methods) would contribute to investors' confidence in the
fairness of their transactions and would benefit all investors by
deepening the Exchange's liquidity pool, supporting the quality of
price discovery, promoting market transparency and improving investor
protection.
The Proposed Fee Change Is Not Unfairly Discriminatory
The Exchange believes that the proposal is not unfairly
discriminatory. The Exchange also believes that nothing about its
proposed pricing model for Retail Orders that are internalized is
inherently unfair; instead, it is a rational pricing model that was
employed by one of the Exchange's competitors for many years.\20\
Despite the elimination of the credits, the Exchange believes its fee
structure incentivizes retail trading on a transparent market, thus
enhances price discovery and improves the overall quality of the equity
markets. In the prevailing competitive environment, ETP Holders are
free to disfavor the Exchange's pricing if they believe that
alternatives offer them better value.
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\20\ See e.g., Securities Exchange Act Release No. 667662 (April
6, 2012), 77 FR 22053 (April 12, 2021) (SR-EDGX-2012-12). See also
supra, note 19.
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The Exchange believes that the proposed change is not unfairly
discriminatory because it would apply to all ETP Holders on an equal
and non-discriminatory basis. All ETP Holders on the Exchange that
qualify for the Retail Order Step Up Tiers 1-3 whose Retail Orders are
internalized would no longer receive credits and would continue to not
pay a fee. The Exchange also notes that the proposed rule change will
not adversely impact any ETP Holder's ability to qualify for other
reduced fee or enhanced rebate tiers. Lastly, the submission of Retail
Orders is optional for ETP Holders in that they could choose whether to
submit Retail Orders and, if they do, the extent of its activity in
this regard. The Exchange believes that it is subject to significant
competitive forces, as described below in the Exchange's statement
regarding the burden on competition.
For the foregoing reasons, the Exchange believes that the proposal
is consistent with the Act.
B. Self-Regulatory Organization's Statement on Burden on Competition
In accordance with Section 6(b)(8) of the Act,\21\ the Exchange
believes that the proposed rule change would not impose any burden on
competition that is not necessary or appropriate in furtherance of the
purposes of the Act. Instead, as discussed above, the Exchange believes
that, despite the elimination of credits for Retail Orders that are
internalized under the Retail Order Step Up Tiers 1-3, the resulting
fee structure would continue to incentivize the submission of Retail
Orders to a public exchange, thereby enhancing order execution
opportunities for all market participants. As a result, the Exchange
believes that the proposed change furthers the Commission's goal in
adopting Regulation NMS of fostering competition among orders, which
promotes ``more efficient pricing of individual stocks for all types of
orders, large and small.'' \22\
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\21\ 15 U.S.C. 78f(b)(8).
\22\ See Securities Exchange Act Release No. 51808, 70 FR 37495,
37498-99 (June 29, 2005) (S7-10-04) (Final Rule).
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Intramarket Competition. The Exchange believes the proposed rule
change does not impose any burden on intramarket competition that is
not necessary or appropriate in furtherance of the purposes of the Act.
Particularly, the proposed change applies to all ETP Holders equally in
that all ETP Holders would be able to internalize Retail Orders on the
Exchange at no cost, i.e., they would receive no credit or pay any fee.
The Exchange believes that the resulting fee structure would continue
to incentivize market participants to submit Retail Orders that are
internalized for execution on a public and transparent market rather
than on an off-exchange venue because ETP Holders would be able to
transact such orders at no cost. Greater liquidity benefits all market
participants on the Exchange by providing more trading opportunities
and encourages ETP Holders to send orders, thereby contributing to
robust levels of liquidity, which benefits all market participants. The
elimination of credits for Retail Orders that are internalized under
the Retail Order Step Up Tiers 1-3 would impact all similarly-situated
ETP Holders on an equal basis, and, as such, the proposed change would
not impose a disparate burden on competition among market participants
on the Exchange.
Intermarket Competition. The Exchange believes the proposed rule
change does not impose any burden on intermarket competition that is
not necessary or appropriate in furtherance of the purposes of the Act.
The Exchange operates in a highly competitive market in which market
participants can readily choose to send their orders to other exchanges
and off-exchange venues if they deem fee levels at those other venues
to be more favorable. As noted above, the Exchange's market share of
intraday trading (i.e., excluding auctions) is currently less than 10%.
In such an environment, the Exchange must continually adjust its fees
and rebates to remain competitive with other exchanges and with off-
exchange venues. Because competitors are free to modify their own fees
and credits in response, and because market participants may readily
adjust their order routing practices, the Exchange does not believe
this proposed fee change would impose any burden on intermarket
competition.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
No written comments were solicited or received with respect to the
proposed rule change.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
The foregoing rule change is effective upon filing pursuant to
Section 19(b)(3)(A) \23\ of the Act and subparagraph (f)(2) of Rule
19b-4 \24\ thereunder, because it establishes a due, fee, or other
charge imposed by the Exchange.
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\23\ 15 U.S.C. 78s(b)(3)(A).
\24\ 17 CFR 240.19b-4(f)(2).
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At any time within 60 days of the filing of such proposed rule
change, the Commission summarily may temporarily suspend such rule
change if it appears to the Commission that such action is necessary or
appropriate in the public interest, for the protection of investors, or
otherwise in furtherance of the purposes of the Act. If the Commission
takes such action, the Commission shall institute proceedings under
Section 19(b)(2)(B) \25\ of the Act to determine whether the proposed
rule change should be approved or disapproved.
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\25\ 15 U.S.C. 78s(b)(2)(B).
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[[Page 50926]]
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
<bullet> Use the Commission's internet comment form (<a href="http://www.sec.gov/rules/sro.shtml">http://www.sec.gov/rules/sro.shtml</a>); or
<bullet> Send an email to <a href="/cdn-cgi/l/email-protection#6614130a034b05090b0b030812152615030548010910"><span class="__cf_email__" data-cfemail="0173746d642c626e6c6c646f7572417264622f666e77">[email protected]</span></a>. Please include
File No. SR-NYSEArca-2021-74 on the subject line.
Paper Comments
<bullet> 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 No. NYSEArca-2021-74. 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 (<a href="http://www.sec.gov/rules/sro.shtml">http://www.sec.gov/rules/sro.shtml</a>).
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 No. NYSEArca-2021-74, and should be submitted on
or before October 4, 2021.
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\26\ 17 CFR 200.30-3(a)(12).
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\26\
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-19610 Filed 9-10-21; 8:45 am]
BILLING CODE 8011-01-P
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