Federal Register / Vol. 85, No. 245 / Monday, December 21, 2020 / Notices 83125 

26 17 CFR 200.30–3(a)(12) and 17 CFR 200.30– 

3(a)(57). 

1 15 U.S.C. 78s(b)(1). 

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

4All references to ETP Holders in connection 

with this proposed fee change include Market 

Makers. 

5See Securities Exchange Act Release No. 89607 

(August 18, 2020), 85 FR 52179 (August 24, 2020) 

(SR–NYSEArca–2020–75). 

6See 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’’). 

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–2020–54. 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–2020–54 and 

should be submitted on or before 

January 11, 2021. Rebuttal comments 

should be submitted by January 25, 

2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.26

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2020–28008 Filed 12–18–20; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

Sunshine Act Meeting; Cancellation 

FEDERAL REGISTER CITATION OF PREVIOUS

ANNOUNCEMENT: 85 FR 81258, December 

15, 2020. 

PREVIOUSLY ANNOUNCED TIME AND DATE OF

THE MEETING: Thursday, December 17, 

2020 at 3:00 p.m. 

CHANGES IN THE MEETING: The Closed 

Meeting scheduled for Thursday, 

December 17, 2020 at 3:00 p.m., has 

been cancelled. 

CONTACT PERSON FOR MORE INFORMATION: 

For further information; please contact 

Vanessa A. Countryman from the Office 

of the Secretary at (202) 551–5400. 

Dated: December 17, 2020. 

Vanessa A. Countryman, 

Secretary. 

[FR Doc. 2020–28243 Filed 12–17–20; 4:15 pm] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–90668; File No. SR– 

NYSEARCA–2020–107] 

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 

December 15, 2020. 

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 December 

3, 2020, 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. 

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 adjust the credits 

applicable to a step up tier for ETP 

Holders adding liquidity in Round Lots 

and Odd Lots in Tapes A, B and C 

securities with a per share price below 

$1.00. The Exchange proposes to 

implement the fee changes effective 

December 3, 2020. The proposed rule 

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 to amend the 

Fee Schedule to adjust the credits 

applicable to a step up tier for ETP 

Holders 4 adding liquidity in Round 

Lots and Odd Lots in Tapes A, B and C 

securities with a per share price below 

$1.00. 

The proposed changes are intended to 

address an inadvertent mistake 

regarding the level of credits applicable 

to the step up tier adopted by the 

Exchange in August 2020.5

The Exchange proposes to implement 

the fee changes effective December 3, 

2020. 

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

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 

83126 Federal Register / Vol. 85, No. 245 / Monday, December 21, 2020 / Notices 

7See Securities Exchange Act Release No. 61358, 

75 FR 3594, 3597 (January 21, 2010) (File No. S7– 

02–10) (Concept Release on Equity Market 

Structure). 

8See Cboe Global Markets, U.S Equities Market 

Volume Summary, available at https://

markets.cboe.com/us/equities/market_share. See 

generallyhttps://www.sec.gov/fast-answers/ 

divisionsmarketregmrexchangesshtml.html. 

9See FINRA ATS Transparency Data, available at 

https://otctransparency.finra.org/otctransparency/ 

AtsIssueData. A list of alternative trading systems 

registered with the Commission is available at 

https://www.sec.gov/foia/docs/atslist.htm. 

10See Cboe Global Markets, U.S. Equities Market 

Volume Summary, available at http://

markets.cboe.com/us/equities/market_share/. 

11See id. 

12US CADV means the United States 

Consolidated Average Daily Volume for 

transactions reported to the Consolidated Tape, 

excluding odd lots through January 31, 2014 (except 

for purposes of Lead Market Maker pricing), and 

excludes volume on days when the market closes 

early and on the date of the annual reconstitution 

of the Russell Investments Indexes. Transactions 

that are not reported to the Consolidated Tape are 

not included in US CADV. See Fee Schedule, 

footnote 3. 

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 

18% 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

The Exchange believes that the evershifting 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 nonexchange venues to which a firm routes 

order flow. With respect to nonmarketable order flow that would 

provide liquidity on an Exchange 

against which market makers can quote, 

ETP Holders can choose from any one 

of the 16 currently operating registered 

exchanges to route such order flow. 

Accordingly, competitive forces 

constrain exchange transaction fees that 

relate to orders that would provide 

liquidity on an exchange. 

In response to the competitive 

environment described above, the 

Exchange has established incentives for 

ETP Holders who submit orders that 

provide liquidity on the Exchange. The 

proposed fee change is designed to 

attract additional order flow to the 

Exchange by offering increased credits 

for executing Round Lots and Odd Lots 

in Tapes A, B and C securities with a 

share price of less than $1.00 (‘‘SubDollar Securities’’). 

Proposed Rule Change 

The Exchange’s Fee Schedule 

currently provides for tiered credits to 

ETP Holders adding liquidity in SubDollar Securities. Specifically, ETP 

Holders who have an Adding ADV of 1 

million shares with a per share price 

below $1.00 (‘‘Sub-Dollar Adding 

Orders’’), and who directly execute 

providing volume in Sub-Dollar Adding 

Orders equal to at least 0.20% of the US 

Consolidated ADV (‘‘CADV’’) 12 with a 

per share price below $1.00 (‘‘SubDollar CADV’’) over the ETP Holder’s 

July 2020 Sub-Dollar Adding ADV taken 

as a percentage of Sub Dollar CADV 

(‘‘Sub-Dollar Baseline’’), receive a credit 

for orders that provide liquidity to the 

Book in Sub-Dollar Adding Orders, as 

follows: 

• 0.0005% of the total dollar value for 

an increase of at least 0.20% more but 

less than 0.50% of Sub-Dollar CADV 

over the Sub-Dollar Baseline; 

• 0.0010% of the total dollar value for 

an increase of at least 0.50% more but 

less than 0.75% of Sub-Dollar CADV 

over the Sub-Dollar Baseline; 

• 0.00125% of the total dollar value 

for an increase of at least 0.75% more 

but less than 1.0% of Sub-Dollar CADV 

over the Sub-Dollar Baseline; and 

• 0.0015% of the total dollar value for 

an increase of at least 1.0% more of SubDollar CADV over the Sub-Dollar 

Baseline. 

When the Exchange originally filed in 

August 2020 to adopt the step up tier for 

Sub-Dollar Securities, it inadvertently 

included two additional zeroes in the 

level of the credit. With this proposed 

rule change, the Exchange proposes to 

adjust the level of each of the above 

credits on the Exchange’s Fee Schedule 

to the following: 

• 0.05% of the total dollar value for 

an increase of at least 0.20% more but 

less than 0.50% of Sub-Dollar CADV 

over the Sub-Dollar Baseline; 

• 0.10% of the total dollar value for 

an increase of at least 0.50% more but 

less than 0.75% of Sub-Dollar CADV 

over the Sub-Dollar Baseline; 

• 0.125% of the total dollar value for 

an increase of at least 0.75% more but 

less than 1.0% of Sub-Dollar CADV over 

the Sub-Dollar Baseline; and 

• 0.15% of the total dollar value for 

an increase of at least 1.0% more of SubDollar CADV over the Sub-Dollar 

Baseline. 

The Exchange believes these levels of 

credit for Sub-Dollar Securities will 

continue to incentivize ETP Holders to 

increase the liquidity-providing orders 

in Sub-Dollar Securities they send to the 

Exchange, and would support the 

quality of price discovery on the 

Exchange while also providing 

additional liquidity for incoming orders. 

The credits offered by the Exchange for 

adding liquidity in Sub-Dollar 

Securities are intended to increase order 

flow that would interact with liquidity 

present on the Exchange. 

As noted above, the Exchange 

operates in a competitive environment, 

particularly as it relates to attracting 

non-marketable orders, which add 

liquidity to the Exchange. Because the 

step up tier requires an ETP Holder to 

increase the volume of its trades in 

orders that add liquidity over that ETP 

Holder’s July 2020 baseline, the 

Exchange believes that these credits 

provide an added incentive for all ETP 

Holders to send additional liquidity to 

the Exchange. 

The Exchange does not know how 

much order flow ETP Holders choose to 

route to other exchanges or to offexchange venues. The Exchange 

believes the credits it offers for adding 

liquidity in Sub-Dollar Securities 

should serve as an incentive for ETP 

Holders to direct more of their orders in 

these securities to the Exchange. 

However, without having a view of ETP 

Holders’ activity on other markets and 

off-exchange venues, the Exchange has 

no way of knowing whether this 

proposed rule change would result in 

any ETP Holder directing orders to the 

Exchange in order to qualify for the 

pricing tier. The Exchange cannot 

predict with certainty how many ETP 

Holders would avail themselves of this 

opportunity, but additional liquidityproviding orders would benefit all 

market participants because it would 

provide greater execution opportunities 

on the Exchange. 

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. 

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

Federal Register / Vol. 85, No. 245 / Monday, December 21, 2020 / Notices 83127 

13 15 U.S.C. 78f(b). 

14 15 U.S.C. 78f(b)(4) and (5). 

15See Regulation NMS, 70 FR at 37499. 

16See e.g., Cboe BZX U.S. Equities Exchange 

(‘‘BZX’’) Fee Schedule, Footnote 1, Add Volume 

Tiers which provide enhanced rebates between 

$0.0028 and $0.0032 per share for displayed orders 

where BZX members meet certain volume 

thresholds. For Sub-Dollar Securities, BZX provides 

a base credit of $0.00009 per share, and provides 

additional credits of up to $0.0006 per share under 

its Lead Market Maker pricing tier. See BZX Fee 

Schedule, Add Volume Tiers under Lead Market 

Maker Pricing. 

17See e.g., Fee Schedule, Step Up Tier, Step Up 

Tier 2, Step Up Tier 3 and Step Up Tier 4, which 

provide enhanced rebates between $0.0025 and 

$0.0033 per share in Tape A Securities, between 

$0.0022 and $0.0034 per share in Tape B Securities, 

and between $0.0025 and $0.0033 per share in Tape 

C Securities for orders that provide displayed 

liquidity where ETP Holders meet certain volume 

thresholds. 

Section 6(b) of the Act,13 in general, and 

furthers the objectives of Sections 

6(b)(4) and (5) of the Act,14 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. 

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.’’ 15

The Exchange believes that the evershifting 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 non-marketable orders 

that provide liquidity on an Exchange, 

ETP Holders can choose from any one 

of the 16 currently operating registered 

exchanges to route such order flow. 

Accordingly, competitive forces 

reasonably constrain exchange 

transaction fees that relate to orders that 

would provide displayed liquidity 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. 

Given this competitive environment, 

the proposal represents a reasonable 

attempt to attract additional order flow 

to the Exchange. 

The Exchange believes the proposal to 

adjust the level of credits under the step 

up tier for adding liquidity in SubDollar Securities is reasonable as it 

would continue to serve as an incentive 

to ETP Holders to send orders in SubDollar Securities directly to NYSE Arca 

and therefore provide liquidity that 

supports the quality of price discovery 

and promotes market transparency. The 

Exchange believes the pricing tier for 

Sub-Dollar Securities is reasonable 

because it allows ETP Holders to receive 

increased credits commensurate with 

their trading on the Exchange. i.e., the 

more they trade in Sub-Dollar 

Securities, the higher the credit they 

receive. Moreover, the pricing tier 

benefits market participants whose 

increased order flow provides 

meaningful added levels of liquidity 

thereby contributing to the depth and 

market quality on the Exchange. 

The Exchange notes that volumebased incentives and discounts have 

been widely adopted by exchanges,16

including the Exchange,17 and are 

reasonable, equitable and nondiscriminatory because they are open to 

all ETP Holders on an equal basis and 

provide additional credits that are 

reasonably related to the value to an 

exchange’s market quality and 

associated higher levels of market 

activity. 

Against the backdrop of the 

competitive environment in which the 

Exchange currently operates, the 

proposed rule change is a reasonable 

attempt to increase liquidity on the 

Exchange and improve the Exchange’s 

market share relative to its competitors. 

The Proposed Fee Change Is an 

Equitable Allocation of Fees and Credits 

The Exchange believes its proposal 

equitably allocates its fees among its 

market participants by fostering 

liquidity provision and stability in the 

marketplace. 

The Exchange believes the proposed 

rule change is equitable because it 

allows ETP Holders to receive increased 

credits for providing liquidity in SubDollar Securities. Moreover, the step up 

pricing tier is intended to benefit market 

participants whose order flow in SubDollar Securities would provide 

meaningful added levels of liquidity 

thereby contributing to the depth and 

market quality on the Exchange. There 

are a number of ETP Holders that 

currently qualify for the step up pricing 

tier and would continue to qualify 

under the proposed rule change if they 

maintain their level of trading in SubDollar Securities on the Exchange. 

However, without having a view of ETP 

Holders’ activity on other markets and 

on off-exchange venues, the Exchange 

has no way of knowing whether this 

proposed rule change would result in 

any additional ETP Holders qualifying 

for this tier. The Exchange believes the 

current pricing tier, which requires an 

ETP Holder to increase the volume of its 

trades in orders that add liquidity over 

that ETP Holder’s July 2020 baseline, 

provides an incentive for ETP Holders 

to continue to submit liquidityproviding order flow, which promotes 

price discovery and increases execution 

opportunities for all ETP Holders. The 

increased credits the Exchange provides 

therefore encourages the submission of 

additional liquidity in Sub-Dollar 

Securities to a national securities 

exchange, thus promoting price 

discovery and transparency and 

enhancing order execution 

opportunities for ETP Holders from the 

substantial amounts of liquidity present 

on the Exchange, which benefits all 

market participants on the Exchange. 

The Exchange believes that offering 

higher step up credits for providing 

liquidity if the step up requirements for 

Sub-Dollar securities are met, will 

continue to attract increased order flow 

and liquidity to the Exchange, thereby 

providing additional price improvement 

opportunities on the Exchange and 

benefiting investors generally. As to 

those market participants that do not 

qualify for the adding liquidity credits 

by increasing order flow and liquidity, 

the proposal will not adversely impact 

their existing pricing or their ability to 

qualify for other credits provided by the 

Exchange. 

The Proposed Fee Change Is Not 

Unfairly Discriminatory 

The Exchange believes that the 

proposal is not unfairly discriminatory. 

In the prevailing competitive 

environment, ETP Holders are free to 

disfavor the Exchange’s pricing if they 

believe that alternatives offer them 

better value. 

The proposal is also not unfairly 

discriminatory because it neither targets 

nor will it have a disparate impact on 

any particular category of market 

participant. 

The Exchange believes it is not 

unfairly discriminatory to provide 

incrementally higher credits in SubDollar Securities because the higher 

credits would encourage all ETP 

Holders to provide additional liquidity 

on the Exchange in Sub-Dollar 

Securities. The current pricing tier also 

83128 Federal Register / Vol. 85, No. 245 / Monday, December 21, 2020 / Notices 

18 15 U.S.C. 78f(b)(8). 

19See Regulation NMS, 70 FR at 37498–99. 

20 15 U.S.C. 78s(b)(3)(A). 

21 17 CFR 240.19b–4(f)(2). 

22 15 U.S.C. 78s(b)(2)(B). 

serves as an incentive to ETP Holders to 

increase the number of orders in SubDollar Securities sent directly to NYSE 

Arca in order to qualify for, and receive, 

increased credits. The Exchange 

believes that the proposed rule change 

provides an incentive for ETP Holders 

to send additional liquidity to the 

Exchange in order to qualify for 

increased credits. The Exchange also 

believes that the proposed change is not 

unfairly discriminatory because it is 

reasonably related to the value to the 

Exchange’s market quality associated 

with higher volume. 

The Exchange believes that the 

proposed rule change is not unfairly 

discriminatory because maintaining or 

increasing the proportion of Sub-Dollar 

Securities that are executed on a 

registered national securities exchange 

(rather than relying on certain available 

off-exchange execution methods) 

contributes to investors’ confidence in 

the fairness of their transactions and 

benefits all investors by deepening the 

Exchange’s liquidity pool, supporting 

the quality of price discovery, 

promoting market transparency and 

improving investor protection. Finally, 

the submission of orders in Sub-Dollar 

Securities to the Exchange is optional 

for ETP Holders in that they can choose 

whether and to what extent to submit 

such orders to the Exchange. 

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,18 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 the proposed changes encourage the 

submission of additional liquidity to a 

public exchange, thereby promoting 

market depth, price discovery and 

transparency and enhancing order 

execution opportunities for ETP 

Holders. As a result, the Exchange 

believes that the proposed change 

furthers the Commission’s goal in 

adopting Regulation NMS of fostering 

integrated competition among orders, 

which promotes ‘‘more efficient pricing 

of individual stocks for all types of 

orders, large and small.’’ 19

Intramarket Competition. The 

proposed changes are designed to 

respond to the current competitive 

environment and to attract additional 

order flow to the Exchange. The 

Exchange believes that the proposed 

changes would continue to incentivize 

market participants to direct order flow 

to the Exchange. 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 

on the Exchange. The credits for trading 

in Sub-Dollar Securities would be 

available to all similarly-situated market 

participants, and, as such, the proposed 

change would not impose a disparate 

burden on competition among market 

participants on the Exchange. As such, 

the Exchange believes the proposed 

amendments to its Fee Schedule would 

not impose any burden on intramarket 

competition that is not necessary or 

appropriate in furtherance of the 

purposes of the Act. 

Intermarket Competition. The 

Exchange operates in a highly 

competitive market in which market 

participants can readily choose to send 

their orders to other exchange and offexchange 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 its proposed fee change 

can impose any burden on intermarket 

competition. 

The Exchange believes that the 

proposed change could promote 

competition between the Exchange and 

other execution venues, including those 

that currently offer similar order types 

and comparable transaction pricing, by 

encouraging additional orders to be sent 

to the Exchange for execution. 

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) 20 of the Act and 

subparagraph (f)(2) of Rule 19b–4 21

thereunder, because it establishes a due, 

fee, or other charge imposed by the 

Exchange. 

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) 22 of the Act to 

determine whether the proposed rule 

change should be approved or 

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 rule-comments@

sec.gov. Please include File Number SR– 

NYSEARCA–2020–107 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–2020–107. 

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 

Federal Register / Vol. 85, No. 245 / Monday, December 21, 2020 / Notices 83129 

23 17 CFR 200.30–3(a)(12). 

1 15 U.S.C. 78s(b)(1). 

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

4See Securities Exchange Act Release No. 89185 

(June 29, 2020), 85 FR 40328 (July 3, 2020) (SR– 

NYSEArca–2019–95). Rule 8.601–E(c)(1) provides 

that ‘‘[t]he term ‘‘Active Proxy Portfolio Share’’ 

means a security that (a) is issued by a investment 

company registered under the Investment Company 

Act of 1940 (‘‘Investment Company’’) organized as 

an open-end management investment company that 

invests in a portfolio of securities selected by the 

Investment Company’s investment adviser 

consistent with the Investment Company’s 

investment objectives and policies; (b) is issued in 

a specified minimum number of shares, or 

multiples thereof, in return for a deposit by the 

purchaser of the Proxy Portfolio and/or cash with 

a value equal to the next determined net asset value 

(‘‘NAV’’); (c) when aggregated in the same specified 

minimum number of Active Proxy Portfolio Shares, 

or multiples thereof, may be redeemed at a holder’s 

request in return for the Proxy Portfolio and/or cash 

to the holder by the issuer with a value equal to 

the next determined NAV; and (d) the portfolio 

holdings for which are disclosed within at least 60 

days following the end of every fiscal quarter.’’ Rule 

8.601–E(c)(2) provides that ‘‘[t]he term ‘‘Actual 

Portfolio’’ means the identities and quantities of the 

securities and other assets held by the Investment 

Company that shall form the basis for the 

Investment Company’s calculation of NAV at the 

end of the business day.’’ Rule 8.601–E(c)(3) 

provides that ‘‘[t]he term ‘‘Proxy Portfolio’’ means 

a specified portfolio of securities, other financial 

instruments and/or cash designed to track closely 

the daily performance of the Actual Portfolio of a 

series of Active Proxy Portfolio Shares as provided 

in the exemptive relief pursuant to the Investment 

Company Act of 1940 applicable to such series.’’ 

5The Commission has previously approved 

listing and trading on the Exchange of a number of 

issues of Managed Fund Shares under NYSE Arca 

Rule 8.600–E. See, e.g., Securities Exchange Act 

Release Nos. 57801 (May 8, 2008), 73 FR 27878 

(May 14, 2008) (SR–NYSEArca–2008–31) (order 

approving Exchange listing and trading of twelve 

actively-managed funds of the WisdomTree Trust); 

60460 (August 7, 2009), 74 FR 41468 (August 17, 

2009) (SR–NYSEArca–2009–55) (order approving 

listing of Dent Tactical ETF); 63076 (October 12, 

2010), 75 FR 63874 (October 18, 2010) (SR– 

NYSEArca–2010–79) (order approving Exchange 

listing and trading of Cambria Global Tactical ETF); 

63802 (January 31, 2011), 76 FR 6503 (February 4, 

2011) (SR–NYSEArca–2010–118) (order approving 

Exchange listing and trading of the SiM Dynamic 

Allocation Diversified Income ETF and SiM 

Dynamic Allocation Growth Income ETF). The 

Commission also has approved a proposed rule 

change relating to generic listing standards for 

Managed Fund Shares. Securities Exchange Act 

Release No. 78397 (July 22, 2016), 81 FR 49320 

(July 27, 2016 (SR–NYSEArca–2015–110) 

(amending NYSE Arca Equities Rule 8.600 to adopt 

generic listing standards for Managed Fund Shares). 

6NYSE Arca Rule 8.600–E(c)(2) defines the term 

‘‘Disclosed Portfolio’’ as the identities and 

quantities of the securities and other assets held by 

the Investment Company that will form the basis for 

the Investment Company’s calculation of net asset 

value at the end of the business day. NYSE Arca 

Rule 8.600–E(d)(2)(B)(i) requires that the Disclosed 

Portfolio will be disseminated at least once daily 

and will be made available to all market 

participants at the same time. 

7A mutual fund is required to file with the 

Commission its complete portfolio schedules for the 

second and fourth fiscal quarters on Form N–CSR 

Continued 

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–2020–107 and 

should be submitted on or before 

January 11, 2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.23

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2020–28014 Filed 12–18–20; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–90665; File No. SR– 

NYSEArca–2020–104] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Notice of Filing of Proposed 

Rule Change To List and Trade Shares 

of the Stance Equity ESG Large Cap 

Core ETF Under NYSE Arca Rule 

8.601–E 

December 15, 2020. 

Pursuant to Section 19(b)(1) 1 of the 

Securities Exchange Act of 1934 

(‘‘Act’’) 2 and Rule 19b–4 thereunder,3

notice is hereby given that, on 

November 30, 2020, NYSE Arca, Inc. 

(‘‘NYSE Arca’’ or the ‘‘Exchange’’) filed 

with the Securities and Exchange 

Commission (‘‘Commission’’) the 

proposed rule change as described in 

Items I, II, and III below, which Items 

have been prepared by the selfregulatory organization. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to list and 

trade shares of the following under 

NYSE Arca Rule 8.601–E: Stance Equity 

ESG Large Cap Core ETF. 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 has adopted NYSE 

Arca Rule 8.601–E for the purpose of 

permitting the listing and trading, or 

trading pursuant to unlisted trading 

privileges (‘‘UTP’’), of Active Proxy 

Portfolio Shares, which are securities 

issued by an actively managed open-end 

investment management company.4

Commentary .01 to Rule 8.601–E 

requires the Exchange to file separate 

proposals under Section 19(b) of the Act 

before listing and trading any series of 

Active Proxy Portfolio Shares on the 

Exchange. Therefore, the Exchange is 

submitting this proposal in order to list 

and trade shares (‘‘Shares’’) of Active 

Proxy Portfolio Shares of the Stance 

Equity ESG Large Cap Core ETF (the 

‘‘Fund’’) under Rule 8.601–E. 

Key Features of Active Proxy Portfolio 

Shares 

While funds issuing Active Proxy 

Portfolio Shares will be activelymanaged and, to that extent, will be 

similar to Managed Fund Shares, Active 

Proxy Portfolio Shares differ from 

Managed Fund Shares in the following 

important respects. First, in contrast to 

Managed Fund Shares, which are 

actively-managed funds listed and 

traded under NYSE Arca Rule 8.600–E 5

and for which a ‘‘Disclosed Portfolio’’ is 

required to be disseminated at least 

once daily,6 the portfolio for an issue of 

Active Proxy Portfolio Shares will be 

publicly disclosed within at least 60 

days following the end of every fiscal 

quarter in accordance with normal 

disclosure requirements otherwise 

applicable to open-end management 

investment companies registered under 

the Investment Company Act of 1940 

(the ‘‘1940 Act’’).7 The composition of