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Notice2021-23925

Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Reformat the Tier Rates Section of the NYSE Arca Equities Fees and Charges

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Published

November 3, 2021

Issuing agencies

Securities and Exchange Commission

Full Text

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<title>Federal Register, Volume 86 Issue 210 (Wednesday, November 3, 2021)</title>
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[Federal Register Volume 86, Number 210 (Wednesday, November 3, 2021)]
[Notices]
[Pages 60672-60679]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2021-23925]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-93450; File No. SR-NYSEArca-2021-92]

Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing
and Immediate Effectiveness of Proposed Rule Change To Reformat the
Tier Rates Section of the NYSE Arca Equities Fees and Charges

October 28, 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 October 25, 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.
---------------------------------------------------------------------------

\1\ 15 U.S.C. 78s(b)(1).
\2\ 15 U.S.C. 78a.
\3\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------

I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

The Exchange proposes to reformat the Tier rates section of the
NYSE Arca Equities Fees and Charges (``Fee Schedule'') applicable to
securities priced at or above $1.00 and the rates applicable to
securities priced below $1.00 without making any substantive changes to
the current fees and credits for each group of securities. The Exchange
proposes to implement the proposed rule change effective immediately.
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 60673]]

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 reformat the Tier rates section of the Fee
Schedule applicable to securities priced at or above $1.00 and the
rates applicable to securities priced below $1.00 without making any
substantive changes to the current fees and credits for each group of
securities. The Exchange proposes to implement the proposed rule change
effective immediately.\4\
---------------------------------------------------------------------------

\4\ The Exchange filed to amend the Fee Schedule on September
30, 2021 (SR-NYSEArca-2021-83). SR-NYSEArca-2021-83 was subsequently
withdrawn and replaced by SR-NYSEArca-2021-88. SR-NYSEArca-2021-88
was subsequently withdrawn and replaced by this filing.
---------------------------------------------------------------------------

The Exchange proposes the following non-substantive changes to
reorganize the presentation of the Fee Schedule in order to enhance its
clarity and transparency, thereby making the Fee Schedule easier to
navigate.
In connection with the proposed rule change, the Exchange would add
adopt two new definitions that would apply only for purposes of the
fees and credits on the Fee Schedule. The new definitions would be
added to current section I titled ``Definitions''. As proposed, section
I would contain the following two new definitions applicable to
Exchange Transactions:
<bullet> ``ETP Holders'' would mean ETP Holders and Market Makers.
<bullet> ``TCADV'' would mean total Customer equity and ETF option
ADV as reported by The Options Clearing Corporation (OCC).
The Exchange proposes these additional definitions to use
consistent terms throughout the Fee Schedule relating to Exchange
Transactions. By consolidating definitions used in this part of the Fee
Schedule, the Exchange would eliminate the need to separately define
these terms within the tables of the Fee Schedule or in footnotes.
Additionally, the Exchange proposes to streamline 3 definitions in
current Section I. Specifically, the Exchange proposes to streamline
the current defined term ``US CADV'' by removing reference to ``US''
\5\ and adding an additional sentence to the current definition to
reflect that when CADV is preceded by reference to a specific
consolidated tape, i.e., Tape A, B or C, or by reference to Sub-Dollar,
then CADV would refer to consolidated average daily volume of
transactions reported to a SIP for all securities in that Tape or to
all Sub-Dollar securities. As proposed, the revised definition of
``CADV'' would be as follows:
---------------------------------------------------------------------------

\5\ With the proposal to rename ``US CADV'' to ``CADV'', in
order to maintain consistency within the Fee Schedule, the Exchange
proposes to remove reference to ``US'' from the second sentence of
the current definition and from the current table titled Tape C
Tiers for Adding Liquidity in Section VI on the Fee Schedule.
---------------------------------------------------------------------------

<bullet> ``CADV'' would mean ``unless otherwise stated, the United
States consolidated average daily volume of transactions reported to a
securities information processor (``SIP''). Transactions that are not
reported to a SIP are not included in the CADV. If CADV is preceded by
a reference to a Tape or to Sub-Dollar, then CADV would refer to all
consolidated average daily volume of transactions reported to a SIP for
all securities in that Tape or to all Sub-Dollar securities.''
Additionally, the Exchange proposes to streamline the current
defined terms ``Adding Liquidity'' and ``Removing Liquidity'' by
deleting the word ``Liquidity'' from both defined terms. The Exchange
believes reference to liquidity is superfluous and market participants
understand that ``Adding'' and ``Removing'' refers to adding liquidity
and removing liquidity.\6\
---------------------------------------------------------------------------

\6\ In connection with this change, the Exchange also proposes
to delete the word ``Liquidity'' in the current table titled Tape C
Tiers for Adding Liquidity in Section VI on the Fee Schedule. As
proposed, the revised title would say Tape C Tiers for Adding. The
Exchange similarly proposes to delete the word ``Liquidity'' from
the column in this table titled Minimum Criteria for Tape C Adding
Liquidity. As proposed, the revised column would say Minimum
Criteria for Tape C Adding.
---------------------------------------------------------------------------

Next, the Exchange proposes to add one additional bullet in current
section II titled ``General'' that would set forth general information
regarding the way the Exchange has always interpreted and applied fees
and credits to Exchange Transactions. As proposed, section II would
contain the following new general information applicable to Exchange
Transactions:
<bullet> Tape A, Tape B and Tape C refers to securities executions
reported to the Consolidated Tape A, Consolidated Tape B, and
Consolidated Tape C, respectively.
Additionally, under section II, an existing bullet states that
``All fees and credits and tier requirements apply to ETP Holders and
Market Makers.'' With the proposed adoption of ``ETP Holders'' as a new
definition that includes Market Makers, the Exchange proposes to delete
the words ``and Market Makers'' from the existing bullet under current
section II.
Next, the Exchange proposes a non-substantive change to the
presentation of the Tier rates applicable to securities priced at or
above $1.00. The Exchange proposes a table presentation under current
section VI titled Tier Rates--Round Lots and Odd Lots (Per Share Price
$1.00 or Above). The proposed changes to section VI would appear in the
Fee Schedule in a number of tables. First, the Exchange proposes to
reformat the current Tier 1, Tier 2 \7\ and Tier 3 requirements and
rates in a table titled ``Adding Tiers'' which would appear on the Fee
Schedule as follows:
---------------------------------------------------------------------------

\7\ In connection with this change, the Exchange propose to no
longer reference the exclusion of mini options in the calculation of
the minimum requirement to qualify for Tier 2 because mini options
no longer trade on NYSE Arca Options.

[[Page 60674]]

Adding Tiers
----------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------
Tier Minimum requirement
Credit for adding
-----------------------------------------------
Tape A Tape B \(a)\ Tape C
----------------------------------------------------------------------------------------------------------------
Tier 1....................... 0.70% Adding of 84 million ($0.0031) ($0.0023) ($0.0032)
CADV, or. shares Adding
ADV.
Tier 2....................... 0.30% Adding of 0.25% Adding (0.0029) (0.0022) (0.0029)
CADV, or. CADV, 0.40%
Tape B Remove
of Tape B
CADV, and
0.25% Customer
and
Professional
Customer
Electronic
Posting Volume
of TCADV on
NYSE Arca
Options by OTP
Holder or OTP
Firm
affiliated
with the ETP
Holder.
-----------------------------------
Tier 3....................... 0.20% Adding of CADV. * (0.0025) (0.0022) * (0.0025)
----------------------------------------------------------------------------------------------------------------
ETP Holders that qualify for Tier 1, Tier 2 or Tier 3 are subject to the following fees:
----------------------------------------------------------------------------------------------------------------
Routing...................... $0.0030
Removing in Tape B........... 0.0029
Closing Orders............... 0.0010
----------------------------------------------------------------------------------------------------------------
* ETP Holders that qualify for Tier 3 and add 0.05% of CADV above May 2019 receive an incremental credit of
($0.0002) for Tape A and C Adding.

The Exchange notes that each of the requirements and rates that
currently appear on the Fee Schedule under Tier 1, Tier 2 and Tier 3
have been relocated in the table proposed above and in proposed
footnote (a). The Exchange proposes to relocate certain rates in
footnotes because these rates do not have a logical place in the
proposed table. The proposed footnote under the proposed new ``Adding
Tiers'' table would be as follows:
\(a)\ An additional credit in Tape B shall apply to ETP Holders
affiliated with LMMs that add \8\ displayed liquidity based on the
number of Less Active ETP Securities in which the LMM is registered as
the LMM. The applicable tiered-credits are noted below (See LMM
Transaction Fees and Credits).
---------------------------------------------------------------------------

\8\ The Exchange proposes to use the terms ``add'', ``added'' or
``adding'' instead of ``provide'', ``provided'' or ``providing'' to
maintain consistency throughout the Fee Schedule.
---------------------------------------------------------------------------

Next, the Exchange proposes to reformat the current Step Up
Tier,\9\ Step Up Tier 2 and Step Up Tier 3 \10\ requirements and rates
in a table titled ``Step Up Tiers'' which would appear on the Fee
Schedule as follows:
---------------------------------------------------------------------------

\9\ With this proposed rule change, the Exchange proposes to
rename current Step Up Tier as Step Up Tier 1.
\10\ Under current Step Up Tier, to qualify for the tier, ETP
Holders are required to provide Adding ADV of 0.45% or more of CADV
but less than 0.70% of CADV. For Step Up Tier 2, ETP Holders are
required to provide Adding ADV of 0.22% or more but less than 0.30%
of CADV. In the proposed Step Up Tiers table, for each of these
tiers, the Exchange proposes to only adopt the minimum requirement
of 0.45% and 0.22% for Step Up Tier 1 and Step Up Tier 2,
respectively, because, as a practical matter, once an ETP Holder
reaches the minimum requirement, the ETP Holder would qualify for
the tier regardless of the amount of additional Adding ADV volume.

Step Up Tiers
--------------------------------------------------------------------------------------------------------------------------------------------------------
Minimum requirement Credit for adding displayed liquidity
-------------------------------------------------------------------------------------------------------------
Tier Adding
Adding ADV of increase of Adding increase baseline Tape A Tape B Tape C
CADV (%) CADV(%)
--------------------------------------------------------------------------------------------------------------------------------------------------------
Step Up Tier 1............................ 0.45 0.10 Q1 2018..................... ($0.0030) ($0.0023) ($0.0031)
Step Up Tier 2............................ 0.22 0.06 May 2018.................... (0.0028) (0.0022) (0.0028)
Step Up Tier 3 \(b)\...................... .............. 0.40 September 2019.............. (0.0033) (0.0034) (0.0033)
--------------------------------------------------------------------------------------------------------------------------------------------------------

The Exchange notes that each of the requirements and rates that
currently appear on the Fee Schedule under Step Up Tier, Step Up Tier 2
and Step Up Tier 3 have been relocated in the table proposed above and
in proposed footnote (b). The Exchange proposes to relocate certain
rates in footnotes because these rates do not have a logical place in
the proposed table. The proposed footnote under the proposed new ``Step
Up Tiers'' table would be as follows:
\(b)\ ETP Holders that qualify for Step Up Tier 3 shall not receive
additional Tape B Tier credits for adding displayed liquidity,
including any additional credits associated with Less Active ETP
Securities, however, ETP Holders that are registered as a LMM may
receive up to a combined credit of $0.0036 per share on all its adding
volume if that ETP Holder, together with its affiliates, executes Tape
B adding ADV that is at least 40% over the ETP Holder's adding ADV in
Q3 2019, as a percentage of Tape B CADV.
Next, the Exchange proposes to reformat the current Cross-Asset
Tier requirements and credits in a table titled ``Cross-Asset Tier''
which would appear on the Fee Schedule as follows:

[[Page 60675]]

Cross-Asset Tier
--------------------------------------------------------------------------------------------------------------------------------------------------------
Minimum requirement Credit for adding
--------------------------------------------------------------------------------------------------------------------------------------------------------
Option customer and professional customer
electronic posting volume of TCADV by OTP
holder or OTP firm affiliated with the ETP
Equity volume holder Tape A Tape B Tape C
------------------------------------------------
All Issues Non-penny issues
--------------------------------------------------------------------------------------------------------------------------------------------------------
0.30% Adding of CADV............... 0.80% of TCADV........ 0.20% of TCADV........ ($0.0030)............ ($0.0030)............ ($0.0030).
0.30% Adding of CADV and 0.35% 0.80% of TCADV........ 0.20% of TCADV........ n/a.................. n/a.................. Additional ($0.0004).
Adding of Tape C CADV.
0.65% Adding of CADV............... 0.80% of TCADV........ 0.20% of TCADV........ Additional ($0.0002). Additional ($0.0002). n/a.
--------------------------------------------------------------------
0.30% Adding of CADV and 0.40% 0.80% of TCADV........ 0.20% of TCADV........ Additional ($0.0001) for Adding, All Tapes.
Adding and Removing of CADV above
Q1 2020 Add and Remove.
--------------------------------------------------------------------------------------------------------------------------------------------------------

The Exchange notes that each of the requirements and credits that
currently appear on the Fee Schedule under Cross-Asset Tier have been
relocated in the table proposed above.
Next, the Exchange proposes to reformat the current MPID Adding
Tier requirements and credits in a table titled ``MPID Adding Tier''
which would appear on the Fee Schedule as follows:

MPID Adding Tier
----------------------------------------------------------------------------------------------------------------
Minimum requirement by MPID Credit for MPIDs adding
---------------------------------------------------------------------------------
Adding increase
Tier of CADV over Q2
2021, as a Adding ADV Tape A Tape B Tape C
percentage of (million)
CADV
----------------------------------------------------------------------------------------------------------------
MPID Adding Tier.............. 2 Times......... 4 ($0.0028) n/a ($0.0028)
2 Times......... 9 (0.0029) n/a (0.0029)
----------------------------------------------------------------------------------------------------------------

The Exchange notes that each of the requirements and rates that
currently appear on the Fee Schedule under MPID Adding Tier have been
relocated in the table proposed above.
Next, the Exchange proposes to reformat the current BBO Setter Tier
requirements and credits in a table titled ``BBO Setter Tier'' which
would appear on the Fee Schedule as follows:

BBO Setter Tier
--------------------------------------------------------------------------------------------------------------------------------------------------------
Minimum requirement Credit for orders that set a new BBO \(c)\
----------------------------------------------------------------------------------------------------------------------
ETP ID setting
Tier ETP ID setting the Arca best
Adding ADV of ETP ID adding the Arca best bid or offer as Tape A Tape B Tape C
CADV ADV of CADV bid or offer of percent of ETP
CADV ID adding ADV
--------------------------------------------------------------------------------------------------------------------------------------------------------
BBO Setter Tier.................. 0.70% 0.20% 0.10% 40% ($0.0004) ($0.0002) ($0.0004)
--------------------------------------------------------------------------------------------------------------------------------------------------------

The Exchange notes that each of the requirements and rates that
currently appear on the Fee Schedule under the BBO Setter Tier have
been relocated in the table proposed above and in proposed footnote
(c). The Exchange proposes to relocate certain rates in footnotes
because these rates do not have a logical place in the proposed table.
The proposed footnote under the proposed new ``BBO Setter Tier'' table
would be as follows:
\(c)\ This credit shall be in addition to the ETP Holder's Tiered
or Standard Rate credit(s), and for Tape B and Tape C, the credit shall
be in addition to any capped credit.
Next, the Exchange proposes to reformat the current Retail Order
Tier, Retail Order Step-Up Tier 1, Retail Order Step-Up Tier 2 and
Retail Order Step-Up Tier 3 requirements and rates in a table titled
``Retail Tiers'' which would appear on the Fee Schedule as follows:

[[Page 60676]]

Retail Tiers
--------------------------------------------------------------------------------------------------------------------------------------------------------
Tier Minimum requirement of CADV Rates for retail orders
--------------------------------------------------------------------------------------------------------------------------------------------------------
Retail orders with
a time-in-force
of day that add
Retail adding and remove that Adding ADV (%) Credit for Fee for retail removing with a time-
ADV (%) is an increase retail adding in-force of day
over April 2018
(%)
--------------------------------------------------------------------------------------------------------------------------------------------------------
Retail Order Tier............................ 0.15 .................. .............. ($0.0033) .....................................
Retail Order Step-Up Tier 1 \(d)\ \(e)\...... .............. 0.40 1.00 \(f)\ (0.0038) No Fee.
Retail Order Step-Up Tier 2 \(e)\............ .............. 0.10 .............. \(f)\ (0.0035) No Fee.
Retail Order Step-Up Tier 3 \(e)\............ .............. 0.20 .............. \(f)\ (0.0036) No Fee.
--------------------------------------------------------------------------------------------------------------------------------------------------------

The Exchange notes that each of the requirements and rates that
currently appear on the Fee Schedule under the Retail Order Tier,
Retail Order Step-Up Tier 1, Retail Order Step-Up Tier 2 and Retail
Order Step-Up Tier 3 have been relocated in the table proposed above
and in proposed footnotes (d) through (f). The Exchange proposes to
relocate certain rates in footnotes because these rates do not have a
logical place in the proposed table. The proposed footnotes under the
proposed new ``Retail Tiers'' table would be as follows:
\(d)\ ETP Holders that qualify for Retail Order Step-Up Tier 1 are
subject to the following rates in Tape C:
<bullet> ($0.0035) for Adding displayed liquidity.
<bullet> $0.0027 for Removing.
<bullet> Additional ($0.0002) for Adding non-displayed liquidity.
\(e)\ ETP Holders that qualify for Retail Order Step-Up Tier 1,
Retail Order Step-Up Tier 2 and Retail Order Step-Up Tier 3 are subject
to the following rates:
<bullet> No fee charged or credit paid 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.
\(f)\ This credit applies for Adding displayed liquidity.
Next, the Exchange proposes to reformat the current MPL Orders
Tier, MPL Orders Step Up Tier 1 and MPL Orders Step Up Tier 2
requirements and credits in a table titled ``MPL Orders Tiers'' which
would appear on the Fee Schedule as follows:

MPL Order Tiers
----------------------------------------------------------------------------------------------------------------
Minimum requirement Credit for MPL adding
-----------------------------------------------------------------------------
Tier MPL adding ADV
MPL adding ADV increase over May Tape A Tape B and
2019 Tape C
----------------------------------------------------------------------------------------------------------------
MPL Orders........................ 3.0 Million.......... ..................... ($0.0015) ($0.0020)
1.5 Million.......... ..................... (0.0015) (0.0015)
MPL Orders Step Up Tier 1......... ..................... 2 Million............ (0.0026) (0.0026)
MPL Orders Step Up Tier 2......... ..................... 1 Million............ (0.0025) (0.0025)
----------------------------------------------------------------------------------------------------------------

The Exchange notes that each of the requirements and credits that
currently appear on the Fee Schedule under MPL Orders Tier, MPL Orders
Step Up Tier 1 and MPL Orders Step Up Tier 2 have been relocated in the
table proposed above.
Next, the Exchange proposes to reformat the current Limit Non-
Displayed Step Up Tier requirements and credits in a table titled
``Limit Non-Displayed Step Up Tier'' which would appear on the Fee
Schedule as follows:

Limit Non-Display Step Up Tier
------------------------------------------------------------------------
Minimum CADV Credit for limit
requirement non-displayed
-------------------- orders adding
Limit-non- display -------------------
Tier and MPL order
combined ADV
increase over July All tapes
2020 (%)
------------------------------------------------------------------------
Limit Non-Display Order Step Up 0.02 ($0.0004)
Tier...........................
0.05 (0.0010)
0.10 (0.0015)
0.15 (0.0020)
------------------------------------------------------------------------

The Exchange notes that each of the requirements and credits that
currently appear on the Fee Schedule under Limit Non-Displayed Step Up
Tier have been relocated in the table proposed above.
Next, the Exchange proposes to reformat the current Tracking Order
Tier 1 requirement and credit in a table titled

[[Page 60677]]

``Tracking Order Tier'' which would appear on the Fee Schedule as
follows:

Tracking Order Tier
------------------------------------------------------------------------
Credit for
Minimum ADV tracking orders
Tier requirement that result in
executions
------------------------------------------------------------------------
Tracking Order Tier 1........... 1 Million......... ($0.0010)
------------------------------------------------------------------------

The Exchange notes that the requirement and credit that currently
appears on the Fee Schedule under Tracking Order Tier 1 have been
relocated in the table proposed above.
Next, the Exchange proposes to reformat the current Tape B Tier 1,
Tape B Tier 2, Tape B Tier 3 and Tape B Step Up Tier requirements and
credits in a table titled ``Tape B Tiers'' which would appear on the
Fee Schedule as follows:

Tape B Tiers
--------------------------------------------------------------------------------------------------------------------------------------------------------
Minimum requirement for tape B Minimum requirement for Credit for tape B adding
------------------------------------------------------------- NYSE arca options -------------------------------
-------------------------
Adding Market maker electronic
Tier Adding ADV of tape B increase in Adding increase posting volume of TCADV Tape B
CADV tape B of tape baseline by OTP holder or OTP Tape B credit additional
B CADV firm affiliated with credit \(g)\
the ETP holder (%)
--------------------------------------------------------------------------------------------------------------------------------------------------------
Tier 1 \(h)\...................... 1.50%................ .............. .................... ....................... ($0.0030) ..............
Tier 2 \(h)\...................... 1.00% or............. .............. .................... ....................... (0.0028) ..............
0.25% above April .............. .................... ....................... .............. ..............
2020.
Tier 3 \(h)\...................... 0.20%................ .............. .................... 0.50 (0.0025) ..............
Step Up........................... 0.50%................ 20 Q3 2019............. ....................... .............. ($0.0002)
0.50%................ 30 Q3 2019............. ....................... .............. (0.0003)
0.50%................ 40 Q3 2019............. ....................... .............. (0.0004)
--------------------------------------------------------------------------------------------------------------------------------------------------------

The Exchange notes that each of the requirements and credits that
currently appear on the Fee Schedule under the Tape B Tier 1, Tape B
Tier 2, Tape B Tier 3 and Tape B Step Up Tier have been relocated in
the table proposed above and in proposed footnotes (g) and (h). The
Exchange proposes to relocate certain rates in footnotes because these
rates do not have a logical place in the proposed table. The proposed
footnotes under the proposed new ``Tape B Tiers'' table would be as
follows:
\(g)\ This credit shall be in addition to the ETP Holder's Tiered
or Standard credit(s); provided, however, that such combined credit(s)
in Tape B shall not exceed $0.0032, unless the ETP Holder's Adding Tape
B ADV increases at least 150% over the ETP Holder's Adding ADV in Q3
2019, as a percentage of Tape B CADV, in which case the ETP Holder can
receive a combined credit of up to:
<bullet> $0.0033 per share if the ETP Holder is registered as a
Lead Market Maker or Market Maker in at least 150 Less Active ETPs in
which it meets at least two Performance Metrics, and has Tape B Adding
ADV equal to at least 0.65% of Tape B CADV, or
<bullet> $0.0034 per share if the ETP Holder is registered as a
Lead Market Maker or Market Maker in at least 200 Less Active ETPs in
which it meets at least two Performance Metrics, and has Tape B Adding
ADV equal to at least 0.70% of Tape B CADV.
\(h)\ LMMs cannot qualify for this Tier.
Next, the Exchange proposes a non-substantive change to the
presentation of the Tier rates applicable to securities with a per
share price below $1.00. The Exchange proposes a table presentation
under current section VII titled Tier Rates--Round Lots and Odd Lots
(Per Share Price below $1.00). The proposed change to section VII would
appear in the Fee Schedule in one table. More specifically, the
Exchange proposes to reformat the current Sub-Dollar Adding Step Up
Tier requirements and credits in a proposed new table titled ``Sub-
Dollar Adding Step Up Tier'' which would appear on the Fee Schedule as
follows:

[[Page 60678]]

Sub-Dollar Adding Step Up Tier
----------------------------------------------------------------------------------------------------------------
Minimum requirement Credit for sub-dollar adding
------------------------------- orders of total dollar value
1 Million adding ADV with a ------------------------------
per share price below $1.00
(``sub-dollar adding
Tier orders'') and adding increase
of CADV in sub-dollar adding All tapes (%)
orders over July 2020, as a
percentage of CADV with a per
share price below $1.00 (%)
----------------------------------------------------------------------------------------------------------------
Sub-Dollar Adding Step Up Tier.................... 0.20 0.050
0.50 0.100
0.75 0.125
1.00 0.150
----------------------------------------------------------------------------------------------------------------

The Exchange notes that the requirements and credits that currently
appear on the Fee Schedule under Sub-Dollar Adding Step Up Tier have
been relocated in the table proposed above.
Finally, Section VI of the Fee Schedule currently states that the
Exchange does not provide any credit for Indications of Interest
(``IOI''). The Exchange proposes to relocate the reference to no credit
for IOIs to Section IV of the Fee Schedule titled ``Other Standard
Rates for Securities with a Per Share Price $1.00 or Above''.
Specifically, the Exchange proposes to revise the first bullet under
Section IV. As proposed, the revised bullet would be as follows:
<bullet> No fee or credit for Non-Displayed Limit Orders that add
liquidity or for executions resulting from IOIs.
The Exchange believes relocating the pricing related to executions
from IOIs to Section IV is appropriate because the pricing for IOI is
not tiered. Additionally, since the Exchange does not charge a fee or
provide a credit, the Exchange believes adding reference to IOIs to the
existing bullet would add clarity to the Fee Schedule and facilitate
market participants' understanding of the fees charged for services
currently offered by the Exchange.
As noted above, the Exchange is not proposing any substantive
change to any current fee or credit. The purpose of the proposed rule
change is to make a non-substantive change to reorganize the
presentation of the Fee Schedule in order to enhance its clarity and
transparency, thereby making the Fee Schedule easier to navigate.
2. Statutory Basis
The Exchange believes the proposed rule change is consistent with
the Securities Exchange Act of 1934 (the ``Act'') and the rules and
regulations thereunder applicable to the Exchange and, in particular,
the requirements of Section 6(b) of the Act.\11\ Specifically, the
Exchange believes the proposed rule change is consistent with Section
6(b)(4) of the Act,\12\ which provides that Exchange rules may provide
for the equitable allocation of reasonable dues, fees, and other
charges among its members and other persons using its facilities.
Additionally, the Exchange believes the proposed rule change is
consistent with the Section 6(b)(5) \13\ requirement that the rules of
an exchange not be designed to permit unfair discrimination between
customers, issuers, brokers, or dealers.
---------------------------------------------------------------------------

\11\ 15 U.S.C. 78f(b).
\12\ 15 U.S.C. 78f(b)(4).
\13\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

The Exchange believes that the proposed changes are reasonable and
equitable because they are clarifying, and non-substantive and the
Exchange is not changing any current fees or credits that apply to
trading activity on the Exchange. Further, the changes are designed to
make the Fee Schedule easier to read and make it more user-friendly to
better display the allocation of fees and credits among Exchange
members. The Exchange believes that this proposed format will provide
additional transparency of Exchange fees and credits. The Exchange also
believes that the proposal is non-discriminatory because it applies
uniformly to all ETP Holders, and again, the Exchange is not making any
changes to existing fees and credits. The Exchange also believes that
the proposed change would protect investors and the public interest
because the reformatted Fee Schedule would make the Fee Schedule more
accessible and transparent and facilitate market participants'
understanding of the rates applicable for services currently offered by
the Exchange. Finally, the Exchange believes that the reformatted Fee
Schedule, as proposed herein, will be clearer and less confusing for
investors and will eliminate potential investor confusion, thereby
removing impediments to and perfecting the mechanism of a free and open
market and a national market system, and, in general, protecting
investors and the public interest.
The Exchange believes that the proposed reformatted the Fee
Schedule is equitable and not unfairly discriminatory because the
resulting streamlined Fee Schedule would continue to apply to ETP
Holders as it does currently because the Exchange is not adopting any
new fees or credits or removing any current fees or credits from the
Fee Schedule that impact ETP Holders. All ETP Holders would continue to
be subject to the same fees and credits that currently apply to them.
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,\14\ 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.
---------------------------------------------------------------------------

\14\ 15 U.S.C. 78f(b)(8).
---------------------------------------------------------------------------

Intramarket Competition. The Exchange's proposal to reformat its
Fee Schedule will not place any undue burden on intramarket competition
that is not necessary or appropriate in furtherance of the purposes of
the Act because all ETP Holders would continue to be subject to the
same fees and credits that currently apply to them. The Exchange notes
that the proposal does not change the amount of any current fees or
rebates, but rather makes clarifying and formatting changes, and
therefore does not raise any competitive issues. To the extent the
proposed rule

[[Page 60679]]

change places a burden on competition, any such burden would be
outweighed by the fact that a streamlined Fee Schedule would promote
clarity and reduce confusion with respect to the fees and credits that
ETP Holders would be subject to.
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. Market share statistics provide ample evidence
that price competition between exchanges is fierce, with liquidity and
market share moving freely from one execution venue to another in
reaction to pricing changes.

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) \15\ of the Act and subparagraph (f)(2) of Rule
19b-4 \16\ thereunder, because it establishes a due, fee, or other
charge imposed by the Exchange.
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\15\ 15 U.S.C. 78s(b)(3)(A).
\16\ 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) \17\ of the Act to determine whether the proposed
rule change should be approved or disapproved.
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\17\ 15 U.S.C. 78s(b)(2)(B).
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IV. Solicitation of Comments

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

Electronic Comments

<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#2e5c5b424b034d4143434b405a5d6e5d4b4d00494158"><span class="__cf_email__" data-cfemail="1e6c6b727b337d7173737b706a6d5e6d7b7d30797168">[email&#160;protected]</span></a>. Please include
File Number SR-NYSEArca-2021-92 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 Number SR-NYSEArca-2021-92. 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 Number SR-NYSEArca-2021-92 and should be submitted
on or before November 24, 2021.

For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\18\
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\18\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-23925 Filed 11-2-21; 8:45 am]
BILLING CODE 8011-01-P

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