7138 Federal Register / Vol. 86, No. 15 / Tuesday, January 26, 2021 / Notices 

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

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

Notice is hereby given that, pursuant 

to the Paperwork Reduction Act of 1995 

(‘‘Paperwork Reduction Act’’) (44 U.S.C. 

3501–3520), the Securities and 

Exchange Commission (the 

‘‘Commission’’) has submitted to the 

Office of Management and Budget 

(‘‘OMB’’) a request for extension of the 

previously approved collection of 

information discussed below. 

Rule 30b1–8 under the Act [17 CFR 

270.30b1–8], entitled ‘‘Current Report 

for Money Market Funds,’’ provides that 

every registered open-end management 

investment company, or series thereof, 

that is regulated as a money market fund 

under rule 2a–7 [17 CFR 270.2a–7], that 

experiences any of the events specified 

on Form N–CR [17 CFR 274.222], must 

file with the Commission a current 

report on Form N–CR within the time 

period specified in that form. The 

information collection requirements for 

rule 30b1–8 and Form N–CR are 

designed to assist Commission staff in 

its oversight of money market funds and 

its ability to respond to market events. 

It also provides investors with better 

and timelier disclosure of potentially 

important events. Finally, the 

Commission is able to use the 

information provided on Form N–CR in 

its regulatory, disclosure review, 

inspection, and policymaking roles. The 

rule imposes a burden per report of 

approximately 8.5 hours and $1018.5, so 

that the total annual burden for the 

estimated 6 reports filed per year on 

Form N–CR is 51 hours and $19,839. 

The estimate of average burden hours 

is made solely for the purposes of the 

Paperwork Reduction Act. The estimate 

is based on communications with 

industry representatives, and is not 

derived from a comprehensive or even 

a representative survey or study. 

The collection of information on Form 

N–CR is mandatory for any fund that 

holds itself out as a money market fund 

in reliance on rule 2a–7. Responses will 

not be kept confidential. An agency may 

not conduct or sponsor, and a person is 

not required to respond to, a collection 

of information unless it displays a 

currently valid OMB control number. 

The public may view the background 

documentation for this information 

collection at the following website, 

www.reginfo.gov. Comments should be 

directed to: (i) Desk Officer for the 

Securities and Exchange Commission, 

Office of Information and Regulatory 

Affairs, Office of Management and 

Budget, Room 10102, New Executive 

Office Building, Washington, DC 20503, 

or by sending an email to: 

Lindsay.M.Abate@omb.eop.gov; and (ii) 

David Bottom, Director/Chief 

Information Officer, Securities and 

Exchange Commission, c/o Cynthia 

Roscoe, 100 F Street NE, Washington, 

DC 20549 or send an email to: PRA_

Mailbox@sec.gov. Written comments 

and recommendations for the proposed 

information collection should be sent 

within 30 days of publication of this 

notice to www.reginfo.gov/public/do/ 

PRAMain. Find this particular 

information collection by selecting 

‘‘Currently under 30-day Review—Open 

for Public Comments’’ or by using the 

search function. 

Dated: January 21, 2021. 

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–01666 Filed 1–25–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

Sunshine Act Meetings 

TIME AND DATE: Notice is hereby given, 

pursuant to the provisions of the 

Government in the Sunshine Act, Public 

Law 94–409, that the Securities and 

Exchange Commission Small Business 

Capital Formation Advisory Committee 

will hold a public meeting on Friday, 

January 29, 2021, via videoconference. 

PLACE: The meeting will begin at 10:00 

a.m. (ET) and will be open to the public. 

The meeting will be conducted by 

remote means (videoconference) and/or 

at the Commission’s headquarters, 100 F 

Street NE, Washington, DC 20549. 

Members of the public may watch the 

webcast of the meeting on the 

Commission’s website at www.sec.gov. 

STATUS: On January 11, 2021, the 

Commission published notice of the 

Committee meeting (Release No. 33– 

10919), indicating that the meeting is 

open to the public and inviting the 

public to submit written comments to 

the Committee. This Sunshine Act 

notice is being issued because a majority 

of the Commission may attend the 

meeting. 

MATTER TO BE CONSIDERED: The agenda 

for the meeting includes matters relating 

to rules and regulations affecting small 

and emerging businesses and their 

investors under the federal securities 

laws. 

CONTACT PERSON FOR MORE INFORMATION: 

For further information and to ascertain 

what, if any, matters have been added, 

deleted or postponed; please contact 

Vanessa A. Countryman from the Office 

of the Secretary at (202) 551–5400. 

Dated: January 22, 2021. 

Vanessa A. Countryman, 

Secretary. 

[FR Doc. 2021–01797 Filed 1–22–21; 4:15 pm] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–90947; File No. SR–NYSE– 

2021–02] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change To Amend Its 

Price List 

January 19, 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 January 4, 

2021, New York Stock Exchange LLC 

(‘‘NYSE’’ 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 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 amend its 

Price List to (1) provide an alternative 

way to qualify for the adding tier for 

MPL orders; (2) eliminate current 

Adding Tier 4 and Step Up Tier 3; (3) 

introduce a new Step Up Adding Tier 4; 

(4) restrict Supplemental Liquidity 

Providers (‘‘SLP’’) National Best Bid and 

Offer (‘‘NBBO’’) Setter pricing tier 

credits to member organizations that are 

SLPs; and (5) eliminate the optional 

monthly per security credit payable to 

Designated Market Makers (‘‘DMMs’’) 

and make related non-substantive 

conforming changes. The Exchange 

proposes to implement the fee changes 

effective January 4, 2021. 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. 

Federal Register / Vol. 86, No. 15 / Tuesday, January 26, 2021 / Notices 7139 

4See Securities Exchange Act Release No. 51808 

(June 9, 2005), 70 FR 37495, 37499 (June 29, 2005) 

(S7–10–04) (Final Rule) (‘‘Regulation NMS’’). 

5See Securities Exchange Act Release No. 61358, 

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

02–10) (Concept Release on Equity Market 

Structure). 

6See Cboe Global Markets, U.S. Equities Market 

Volume Summary, available at http://

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

generally https://www.sec.gov/fast-answers/ 

divisionsmarketregmrexchangesshtml.html. 

7See 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. 

8See Cboe Global Markets U.S. Equities Market 

Volume Summary, available at http://

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

9An MPL Order is defined in Rule 7.31 as a Limit 

Order that is not displayed and does not route, with 

a working price at the midpoint of the PBBO. See 

Rule 7.31(d)(3). Limit Order is defined in Rule 

7.31(a)(2). 

10Footnote 2 to the Price List defines ADV as 

‘‘average daily volume’’ and ‘‘Adding ADV’’ as ADV 

that adds liquidity to the Exchange during the 

billing month. CADV is defined in footnote * of the 

Price List. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

self-regulatory organization included 

statements concerning the purpose of, 

and basis for, the proposed rule change 

and discussed any comments it received 

on the proposed rule change. The text 

of those statements may be examined at 

the places specified in Item IV below. 

The Exchange has prepared summaries, 

set forth in sections A, B, and C below, 

of the most significant parts of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to amend its 

Price List to (1) provide an alternative 

way to qualify for the adding tier for 

MPL orders; (2) eliminate current 

Adding Tier 4 and Step Up Tier 3; (3) 

introduce a new Step Up Adding Tier 4; 

(4) restrict SLP NBBO setter pricing tier 

credits to member organizations that are 

SLPs; and (5) eliminate the optional 

monthly per security credit payable to 

DMMs and make related nonsubstantive conforming changes. 

The proposed changes respond to the 

current competitive environment where 

order flow providers have a choice of 

where to direct liquidity-providing 

orders by offering further incentives for 

member organizations to send 

additional displayed liquidity to the 

Exchange. 

The Exchange proposes to implement 

the fee changes effective January 4, 

2021. 

Background 

Current Market and Competitive 

Environment 

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.’’ 4

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.’’ 5 Indeed, equity trading is 

currently dispersed across 16 

exchanges,6 31 alternative trading 

systems,7 and numerous broker-dealer 

internalizers and wholesalers, all 

competing for order flow. Based on 

publicly-available information, no 

single exchange has more than 16% 

market share.8 Therefore, no exchange 

possesses significant pricing power in 

the execution of equity order flow. More 

specifically, the Exchange’s market 

share of trading in Tape A, B and C 

securities combined is less than 10%. 

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, in response to fee changes. 

With respect to non-marketable order 

flow that would provide displayed 

liquidity on an Exchange, member 

organizations 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 

its member organizations who submit 

orders that provide liquidity on the 

Exchange. The proposed fee change is 

designed to attract additional order flow 

to the Exchange by incentivizing 

member organizations to submit 

additional displayed liquidity to, and 

quote aggressively in support of the 

price discovery process on, the 

Exchange. 

Proposed Rule Change 

Alternative Qualification Adding Tier 

for MPL Orders 

Currently, a member organization that 

has an average daily trading volume 

(‘‘ADV’’) that adds liquidity to the 

Exchange during the billing month 

(‘‘Adding ADV’’) in MPL orders 9 that is 

at least 0.075% of Tapes A, B and C 

consolidated average daily volume 

(‘‘CADV’’),10 excluding any liquidity 

added by a DMM, would be eligible for 

a $0.00275 credit. 

The Exchange proposes an alternative 

way for member organizations to qualify 

for this adding tier credit in MPL orders. 

As proposed, a member organization 

that has an Adding ADV in MPL orders 

of at least 7.25 million shares would 

also be eligible for a $0.00275 credit for 

MPL Orders that add liquidity under 

this tier. The Exchange believes that the 

alternative method would enable more 

member organizations to qualify for the 

tier, especially in high volume months. 

The purpose of the proposed change is 

to incentivize member organizations to 

trade on the Exchange in MPL orders in 

Tapes A, B and C securities. Providing 

an alternative way for member 

organizations to qualify for the $0.00275 

credit would increase liquidity 

providing MPL orders in Tapes A, B and 

C securities, which would support the 

quality of price discovery on the 

Exchange and provide additional price 

improvement opportunities for 

incoming orders that take liquidity. The 

Exchange believes that by correlating 

the amount of credits to the level of 

MPL orders sent by a member 

organization that add liquidity, the 

Exchange’s fee structure would 

incentivize member organizations to 

submit more MPL orders that add 

liquidity to the Exchange, thereby 

increasing the potential for price 

improvement and execution 

opportunities to incoming marketable 

orders submitted to the Exchange. 

As noted above, the Exchange 

operates in a competitive and 

fragmented market environment, 

particularly as it relates to attracting 

non-marketable orders, which add 

liquidity to the Exchange. Based on the 

profile of liquidity-adding firms 

generally, the Exchange believes that 

additional member organizations could 

7140 Federal Register / Vol. 86, No. 15 / Tuesday, January 26, 2021 / Notices 

11See Securities Exchange Act Release No. 89754 

(September 2, 2020), 85 FR 55550 (September 8, 

2020) (SR–NYSE–2020–71). 

qualify for the tiered rate under the new 

qualification criteria if they choose to 

direct order flow to, and increase 

quoting on, the Exchange. However, 

without having a view of member 

organization’s activity on other 

exchanges and off-exchange venues, the 

Exchange has no way of knowing 

whether the proposed rule change 

would result in any member 

organization directing orders to the 

Exchange in order to qualify for the tier 

under the new proposed requirements. 

Elimination of Adding Tier 4 and Step 

Up Tier 3 

Currently, a member organization 

qualifies for Tier 4 Adding Credit of 

$0.0015 if the member organization 

• has Adding ADV in MPL orders that 

is at least 4 million shares ADV, 

excluding any liquidity added by a 

DMM, and 

• executes MOC and LOC orders of at 

least 0.10% of NYSE CADV, or 

• has an Adding ADV that is at least 

0.175% of NYSE CADV, 

• ADV of the Member Organization’s 

total close activity (MOC/LOC and other 

executions at the close) on the NYSE of 

at least 0.05% of NYSE CADV, and 

• an Adding ADV 25,000 shares in 

Orders designated as ‘‘retail’’ (i.e., 

orders that satisfy the Retail Modifier 

requirements of Rule 13) that add 

liquidity to the NYSE. 

In addition, member organizations 

that meet the above requirements and 

add liquidity, excluding liquidity added 

as an SLP, in securities traded pursuant 

to Unlisted Trading Privileges (Tapes B 

and C) on the Pillar Trading Platform of 

at least 0.20% of Tape B and Tape C 

CADV combined, are eligible for an 

additional $0.0001 per share. 

Similarly, the current Step Up Tier 3 

Adding Credit offers a credit to member 

organizations providing displayed 

liquidity to the Exchange in Tape A 

securities. As proposed, a member 

organization that has Adding ADV, 

excluding any liquidity added by a 

DMM, that is at least 0.05% of NYSE 

CADV over that member organization’s 

Fourth Quarter 2019 adding liquidity 

taken as a percentage of NYSE CADV 

(the ‘‘Baseline Tape A Share’’) would 

receive a credit of $0.0015 for adding 

liquidity, except MPL and NonDisplayed Limit Orders, if the increase 

in Adding ADV over the Baseline Tape 

A Share is at least 0.05% and less than 

0.10%. If the increase in Adding ADV 

over the Baseline Tape A Share is at 

least 0.10% or more, a member 

organization meeting the above 

requirements would receive a credit of 

$0.0018 for adding liquidity, except 

MPL and Non-Displayed Limit Orders. 

In addition, member organizations 

that meet these requirements and 

qualify for the $0.0015 or $0.0018 credit 

in Tape A securities would be eligible 

to receive an additional $0.0001 per 

share for adding liquidity in Tape A 

securities if trades in Tapes B and C 

securities against the member 

organization’s orders that add liquidity, 

excluding orders as an SLP, equal to at 

least 0.20% of Tape B and Tape C CADV 

combined. 

The Exchange proposes to eliminate 

the Adding Tier 4 and Step Up Tier 3 

pricing tiers in their entirety and to 

remove both from the Price List because 

each pricing tier has been underutilized 

by member organizations insofar as no 

member organization has qualified for 

either tier. As such, Exchange does not 

anticipate any member organization in 

the near future would qualify for either 

tier that is the subject of this proposed 

rule change. 

With the proposed elimination of the 

Step Up Tier 3 Adding Credit, the 

Exchange proposes to rename the 

current Step Up Tier 4 Adding Credit as 

Step Up Tier 3 Adding Credit. The 

Exchange also proposes a new Step Up 

Tier 4 Adding Credit, as discussed 

below. 

New Step Up Tier 4 Adding Credit 

The Exchange proposes to adopt a 

new ‘‘Step Up Tier 4 Adding Credit’’ 

that would offer an incremental credit 

for providing displayed liquidity to the 

Exchange in Tapes A, B and C 

securities. 

As proposed, the Exchange would 

provide a $0.0015 credit in Tape A 

securities for all orders, other than MPL 

and Non-Displayed Limit Orders, if the 

member organization: 

• Has an Adding ADV that is at least 

0.20% of NYSE CADV, and 

• has an Adding ADV, excluding any 

liquidity added by a DMM, that is at 

least 0.05% of NYSE CADV over that 

Member Organization’s November 2020 

adding liquidity taken as a percentage of 

NYSE CADV. 

In addition, member organizations 

that meet the above requirements and 

add liquidity, excluding liquidity added 

as an SLP, in Tapes B and C Securities 

of at least 0.20% of Tape B and Tape C 

CADV combined would be eligible to 

receive an additional $0.0001 per share. 

For example, assume a Member 

Organization A has an adding ADV of 

0.16% of NYSE CADV in the baseline 

month of November 2020. Further 

assume that Member Organization A has 

an adding ADV of 0.21% of US CADV 

in the billing month. Member 

Organization A would meet both the 

requirement of Adding ADV of at least 

0.20% of NYSE CADV and the 

requirement of an Adding ADV that is 

at least 0.05% of NYSE CADV over that 

member organization’s November 2020 

adding liquidity taken as a percentage of 

NYSE CADV. 

The purpose of this proposed change 

is to incentivize member organizations 

to increase the liquidity-providing 

orders in the Tape A securities they 

send to the Exchange, which would 

support the quality of price discovery 

on the Exchange and provide additional 

liquidity for incoming orders. 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 proposed tier 

requires a member organization to 

increase the volume of its trades in 

orders that add liquidity over that 

member organization’s November 2020 

baseline, the Exchange believes that the 

proposed credit would provide an 

incentive for all member organizations 

to send additional liquidity to the 

Exchange in order to qualify for it. The 

Exchange does not know how much 

order flow member organizations choose 

to route to other exchanges or to offexchange venues. Based on the profile 

of liquidity-adding firms generally, the 

Exchange believes that additional 

member organizations could qualify for 

the tiered rate under the new 

qualification criteria if they choose to 

direct order flow to, and increase 

quoting on, the Exchange. However, 

without having a view of member 

organization’s activity on other 

exchanges and off-exchange venues, the 

Exchange has no way of knowing 

whether this proposed rule change 

would result in any member 

organization directing orders to the 

Exchange in order to qualify for the new 

tier. 

SLP NBBO Setter Tier 

In September 2020, the Exchange 

adopted the SLP NBBO Setter Tier for 

securities with a per share price of $1.00 

or above that offers four sets of tiered 

credits for orders that set the NBBO or 

provide other displayed liquidity in 

Tape A, B and C Securities, on a 

monthly basis, from SLPs and member 

organizations affiliated with SLPs in 

addition to the tiered or non-tiered SLP 

credit for adding displayed liquidity.11

As adopted, both SLPs and affiliated 

member organizations are eligible for 

the SLP NBBO Setter Tier credits. The 

Exchange proposes to restrict eligibility 

Federal Register / Vol. 86, No. 15 / Tuesday, January 26, 2021 / Notices 7141 

12 ‘‘More Active Securities’’ are securities with an 

average daily consolidated volume (‘‘Security 

CADV’’) in the previous month equal to or greater 

than 1,000,000 shares per month. 

13The ‘‘More Active Securities Quoting 

Requirement’’ is met if the More Active Security 

has a stock price of $1.00 or more and the DMM 

quotes at the National Best Bid or Offer (‘‘NBBO’’) 

in the applicable security at least 10% of the time 

in the applicable month. Both ‘‘More Active 

Securities’’ and the ‘‘More Active Securities 

Quoting Requirement’’ are defined in the Price List. 

The Exchange is not proposing any changes to these 

definitions and proposes to relocate them from the 

text describing the optional rebate that the 

Exchange proposes to delete. 

14 ‘‘Less Active Securities’’ are securities with 

Security CADV of less than 1,000,000 shares per 

month in the previous month. 

15The ‘‘Less Active Securities Quoting 

Requirement’’ is met if the Less Active Security has 

a stock price of $1.00 or more and the DMM quotes 

at the NBBO in the applicable security at least 15% 

of the time in the applicable month. Both ‘‘Less 

Active Securities’’ and the ‘‘Less Active Securities 

Quoting Requirement’’ are defined in the current 

Price List. As with the definitions of More Active 

Securities and the More Active Securities Quoting 

Requirement, the Exchange is not proposing any 

changes to these definitions and proposes to 

relocate them from the text describing the optional 

rebate. 

16 15 U.S.C. 78f(b). 

17 15 U.S.C. 78f(b)(4) & (5). 

18See Securities Exchange Act Release No. 51808 

(June 9, 2005), 70 FR 37495, 37499 (June 29, 2005) 

(S7–10–04) (Final Rule) (‘‘Regulation NMS’’). 

19See Securities Exchange Act Release No. 61358, 

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

02–10) (Concept Release on Equity Market 

Structure). 

for the credits under this tier to member 

organizations that are SLPs. To 

effectuate this change, the Exchange 

would add text describing SLPs are 

those member organizations that meet 

the 10% average or more quoting 

requirement in an assigned security 

pursuant to Rule 107B (quotes of an SLP 

Prop and an SLMM of the same member 

organization shall not be aggregated). 

The Exchange proposes no additional 

changes to the SLP NBBO Setter Tier. 

The purpose of this proposed change 

is to restrict the incentives to increase 

aggressively priced liquidity-providing 

orders that improve the market by 

setting the NBBO to member 

organizations that are SLPs. 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. The SLP NBBO Setter Tier is 

designed to encourage higher levels of 

liquidity, which support the quality of 

price discovery on the Exchange and is 

consistent with the overall goals of 

enhancing market quality. By limiting 

eligibility for the SLP setter credits to 

SLPs, the Exchange brings these credits 

in line with other SLP credits that are 

only credited to the SLP, and not the 

affiliated member organizations. 

Elimination of the Monthly Rebate per 

Security and Optional Credit for DMMs 

Currently, the Exchange offers an 

optional monthly rebate per security 

(‘‘Rebate Per Security’’) to DMMs with 

100 or more assigned securities, up to a 

maximum credit of $100,000 per month 

across all DMM assigned securities, that 

elect to receive a lower monthly rebate 

per share credit (‘‘Optional Credit’’) for 

all assigned securities. DMMs electing 

the Rebate per Security and 

corresponding Optional Credit for all 

assigned securities are required to notify 

the Exchange prior to the start of a 

calendar quarter to be effective for that 

and subsequent quarters. Similarly, 

DMMs electing to suspend the Rebate 

per Security and corresponding 

Optional Credit for that suspension to 

be effective for that and subsequent 

quarters are required to notify the 

Exchange prior to the start of that 

calendar quarter. The Rebate Per 

Security is currently available for the 

start of a calendar quarter for assigned 

securities that meet the following 

quoting requirements: 

First, in More Active Securities,12 if 

the DMM that elects the Optional Credit 

meets the More Active Securities 

Quoting Requirement in an assigned 

security,13 that DMM’s assigned security 

is eligible for a 

• $100.00 Rebate per Security if the 

DMM quotes at the NBBO in the 

applicable security 30% of the time or 

more in the applicable month; 

• $75.00 Rebate Per Security if the 

DMM quotes at least 20% and up to 

30% of the time in the applicable 

month; and 

• $50.00 if the DMM quotes at least 

10% and up to 20% of the time in the 

applicable month. 

Second, in Less Active Securities,14 if 

the DMM that elects the Optional Credit 

meets the Less Active Securities 

Quoting Requirement 15 in an assigned 

security, that DMM’s assigned security 

is eligible for a: 

• $200.00 Rebate per Security if the 

DMM quotes at the NBBO in the 

applicable security 60% of the time or 

more in the applicable month; 

• $125.00 if the DMM quotes at least 

40% and up to 60% of the time in the 

applicable month; and 

• $100.00 if the DMM quotes at least 

15% and up to 40% of the time in the 

applicable month. 

The Exchange proposes to eliminate 

the monthly Rebate Per Security and the 

associated Optional Credits in their 

entirety and remove them from the Price 

List because the credits have been 

underutilized by DMMs. As noted, the 

definitions of More Active Securities, 

More Active Securities Requirement, 

Less Active Securities and Less Active 

Securities Requirement would be 

relocated with no substantive changes to 

the section of the Price List describing 

DMM rebates where these terms are also 

utilized. 

The proposed changes are not 

otherwise intended to address 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 

Section 6(b) of the Act,16 in general, and 

furthers the objectives of Sections 

6(b)(4) and (5) of the Act,17 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 Change is Reasonable 

As discussed above, 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.’’ 18

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.’’ 19

Additional MPL Adding Tier 

Requirement 

The proposed alternative way to 

qualify for the Adding Tier for MPL 

orders is reasonable because an 

additional way to qualify for the tier 

would make it easier for member 

organizations to qualify for the credit, 

thereby encouraging the submission of 

additional liquidity by more member 

7142 Federal Register / Vol. 86, No. 15 / Tuesday, January 26, 2021 / Notices 

20See Cboe Global Markets U.S. Equities Market 

Volume Summary, available at http://

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

organizations to a national securities 

exchange. As noted, the Exchange 

believes that the alternative method 

would enable more member 

organizations to qualify for the tier, 

especially in high volume months. 

Submission of additional liquidity to 

the Exchange would promote price 

discovery and transparency and 

enhance order execution opportunities 

for member organizations from the 

substantial amounts of liquidity present 

on the Exchange. All member 

organizations would benefit from the 

greater amounts of liquidity that will be 

present on the Exchange, which would 

provide greater execution opportunities. 

New Step UP Tier 4 Adding Credit 

The new proposed Step Up Tier 4 

Adding Credit is reasonable. 

Specifically, the Exchange believes that 

the proposed Step Up Tier 4 Adding 

Credit would provide an incentive for 

member organizations to send 

additional liquidity providing orders to 

the Exchange in Tape A securities. As 

noted above, the Exchange operates in a 

highly competitive environment, 

particularly for attracting nonmarketable order flow that provides 

liquidity on an exchange. 

The Exchange believes that requiring 

member organizations to have adding 

ADV, excluding any liquidity added by 

a DMM, that is at least 0.20% of NYSE 

CADV and to add liquidity to the NYSE 

if the member organization has Adding 

ADV, excluding any liquidity added by 

a DMM, that is at least 0.05% of NYSE 

CADV over that member organization’s 

November 2020 adding liquidity taken 

as a percentage of NYSE CADV in order 

to qualify for the proposed Step Up Tier 

4 Adding Credit is reasonable because it 

would encourage additional displayed 

liquidity on the Exchange and because 

market participants benefit from the 

greater amounts of displayed liquidity 

present on the Exchange. Finally, the 

Exchange believes it’s reasonable to 

provide an additional $0.0001 per share 

for adding liquidity in Tape A securities 

for member organizations meet the 

proposed tier requirements and qualify 

for the $0.0015 credit in Tape A 

securities if trades in Tapes B and C 

securities against the member 

organization’s orders that add liquidity, 

excluding orders as an SLP, equal to at 

least 0.20% of Tape B and Tape C CADV 

combined, is reasonable as this same 

incentive is offered in the NYSE‘s other 

adding tiers (Tier 1–3 Adding Credits). 

Since the proposed Step Up Tier 4 

would be new with a step up 

requirement, no member organization 

currently qualifies for the proposed 

pricing tier. As previously noted, 

without a view of member organization 

activity on other exchanges and offexchange venues, the Exchange has no 

way of knowing whether the proposed 

rule change would result in any member 

organization qualifying for the tier. The 

Exchange believes the proposed credit is 

reasonable as it would provide an 

additional incentive for member 

organizations to direct their order flow 

to the Exchange and provide meaningful 

added levels of liquidity in order to 

qualify for the higher credit, thereby 

contributing to depth and market 

quality on the Exchange. 

SLP NBBO Setter Tier 

Clarifying that the SLP NBBO Setter 

Tier credits are not available for member 

organizations that are affiliated with 

SLPs is also reasonable as it brings those 

credits in line with other SLP tiers and 

credits. It is also reasonable to limit the 

higher credits available under this tier 

to SLP adding ADV given the SLP’s 

additional quoting requirements, which 

non-SLP member organizations do not 

have. 

Elimination of Pricing Tiers and 

Optional DMM Rebates and Credits 

The Exchange believes that the 

proposed elimination of the Adding Tier 

4 and Step Up Tier 3 pricing tiers is 

reasonable because each of these pricing 

tiers have been underutilized and have 

generally not incentivized member 

organizations to bring liquidity and 

increase trading on the Exchange. The 

Exchange does not anticipate any 

member organization in the near future 

to qualify for any of the tiers that are the 

subject of this proposed rule change. 

Similarly, the Exchange believes 

eliminating the option for DMMs to 

receive lower per share transaction 

credits in exchange for monthly rebates 

per assigned security is reasonable 

because DMMs have underutilized these 

incentives. The Exchange believes it is 

reasonable to eliminate requirements 

and credits, and even entire pricing 

tiers, when such incentives become 

underutilized. The Exchange believes 

eliminating underutilized incentive 

programs would also simplify the Price 

List. The Exchange further believes that 

removing reference to the pricing tiers 

and the optional DMM rebates and 

credits from the Price List would also 

add clarity and transparency to the Price 

List. 

The Proposal Is an Equitable Allocation 

of Fees 

Additional MPL Adding Tier 

Requirement 

The Exchange believes its proposal to 

offer an alternative way for member 

organizations to qualify for the Adding 

Tier for MPL orders equitably allocates 

its fees among its market participants. 

The Exchange is not proposing to adjust 

the amount of the Adding Tier Credit for 

MPL orders that add liquidity, which 

will remain at the current level for all 

market participants. Rather, by 

providing an alternative way for 

member organizations to qualify for the 

adding credit, the proposal would 

continue to encourage member 

organizations to send orders that 

provide liquidity to the Exchange, 

thereby contributing to robust levels of 

liquidity, which benefits all market 

participants, and promoting price 

discovery and transparency. The 

proposal would also enhance order 

execution opportunities for member 

organizations from the substantial 

amounts of liquidity present on the 

Exchange. All member organizations 

would benefit from the greater amounts 

of liquidity that will be present on the 

Exchange, which would provide greater 

execution opportunities. The Exchange 

believes that offering an alternate way 

for member organizations to qualify for 

a tiered credit, more member 

organizations will be able to choose to 

route their liquidity-providing orders to 

the Exchange to qualify for the credit. 

As previously noted, based on the 

profile of liquidity-providing member 

organizations generally, the Exchange 

believes additional member 

organizations could qualify for the 

adding credit if they choose to direct 

order flow to, and increase quoting on, 

the Exchange. Additional liquidityproviding orders benefits all market 

participants because it provides greater 

execution opportunities on the 

Exchange. 

New Step UP Tier 4 Adding Credit 

The Exchange believes that the 

proposed Step Up Tier 4 is equitable 

because the magnitude of the additional 

credit is less than the current Step Up 

Tier 2 credit in Tape A securities. 

Moreover, the proposed credit is not 

unreasonable relative with the other 

non-SLP adding tier credits, which as 

range from $0.0015 to $0.0031, in 

comparison to the credits paid by other 

exchanges for orders that provide 

additional step up liquidity.20

The Exchange believes the proposed 

rule change would improve market 

quality for all market participants on the 

Exchange and, as a consequence, attract 

more liquidity to the Exchange, thereby 

improving market wide quality and 

Federal Register / Vol. 86, No. 15 / Tuesday, January 26, 2021 / Notices 7143 

21 15 U.S.C. 78f(b)(8). 

price discovery. Since the proposed 

Step Up Tier 4 would be new and 

includes a step up Adding ADV 

requirement, no member organization 

currently qualifies for it. As noted, 

without a view of member organization 

activity on other exchanges and offexchange venues, the Exchange has no 

way of knowing whether this proposed 

rule change would result in any member 

organization qualifying for the tier. The 

Exchange believes the proposed credit is 

reasonable as it would provide an 

additional incentive for member 

organizations to direct their order flow 

to the Exchange and provide meaningful 

added levels of liquidity in order to 

qualify for the credit, thereby 

contributing to depth and market 

quality on the Exchange. The proposal 

neither targets nor will it have a 

disparate impact on any particular 

category of market participant. All 

member organizations that provide 

liquidity could be eligible to qualify for 

the credit proposed in Step Up Tier 4 

if they increase their Adding ADV over 

their own baseline of order flow. The 

Exchange believes that offering a step 

up credit for providing liquidity if the 

step up requirements for Tape A 

securities are met will continue to 

attract 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 presently 

qualify for the adding liquidity credits, 

the proposal will not adversely impact 

their existing pricing or their ability to 

qualify for other credits provided by the 

Exchange. 

SLP NBBO Setter Tier 

The Exchange believes that limiting 

the incentives available under the SLP 

NBBO Tier only to SLPS is not unfairly 

discriminatory because the tier will 

continue to allocate the credits fairly 

among market participants. The tier will 

continue to allow SLPs to qualify for a 

credit by adding liquidity and setting 

the NBBO on the Exchange, thereby 

continuing to improve market quality 

for all market participants on the 

Exchange and, as a consequence, attract 

more liquidity to the Exchange, thereby 

improving market-wide quality and 

price discovery. It is equitable for the 

Exchange to limit additional incentives 

to SLPs to receive a credit when their 

orders add liquidity to the Exchange as 

a means of incentivizing increased 

liquidity adding activity by SLPs, given 

the SLP’s additional quoting 

requirements, which non-SLP member 

organizations do not have. An increase 

in overall liquidity on the Exchange will 

improve the quality of the Exchange’s 

market and increase its attractiveness to 

existing and prospective participants. 

Elimination of Pricing Tiers and 

Optional DMM Rebates and Credits 

The Exchange believes that 

eliminating requirements and credits, 

and even entire pricing tiers, from the 

Price List when such incentives become 

ineffective is equitable because the two 

pricing tiers and DMM rebate and 

credits the Exchange proposes to 

eliminate would be eliminated in their 

entirety, and would no longer be 

available to any member organization in 

any form. 

The Proposal Is Not Unfairly 

Discriminatory 

Additional MPL Adding Tier 

Requirement 

The Exchange believes its proposal to 

offer an alternative way for member 

organizations to qualify for the MPL 

Adding Tier is not unfairly 

discriminatory because the proposal 

would be provided on an equal basis to 

all member organizations that add 

liquidity by meeting the new proposed 

alternative requirements, who would all 

be eligible for the same credit on an 

equal basis. Accordingly, no member 

organization already operating on the 

Exchange would be disadvantaged by 

this allocation of fees. Further, as noted, 

the Exchange believes the proposal 

would provide an incentive for member 

organizations to continue to send orders 

that provide liquidity to the Exchange, 

to the benefit of all market participants. 

New Step Up Tier 4 Adding Credit 

The Exchange believes it is not 

unfairly discriminatory to provide an 

additional per share step up credit, as 

the proposed credit would be provided 

on an equal basis to all member 

organizations that add liquidity by 

meeting the new proposed Step Up Tier 

4’s requirements and would equally 

encourage all member organizations to 

provide additional displayed liquidity 

on the Exchange. As noted, the 

Exchange believes that the proposed 

credit would provide an incentive for 

member organizations to send 

additional liquidity to the Exchange in 

order to qualify for the additional 

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. Finally, the submission of 

orders to the Exchange is optional for 

member organizations in that they could 

choose whether to submit orders to the 

Exchange and, if they do, the extent of 

its activity in this regard. 

SLP NBBO Setter Tier 

The Exchange believes that modifying 

the tiers in that member organizations 

affiliated with SLPs are not eligible for 

the incentives under the SLP NBBO 

Setter Tier is not unfairly discriminatory 

because the requirements to achieve the 

fees would be applied to all similarly 

situated member organizations, who 

would all be eligible for the same credit 

based on the revised requirement on an 

equal basis. Limiting the credits to SLPs 

is reasonable given the SLP’s additional 

quoting requirements, which non-SLP 

member organizations do not have. The 

proposal neither targets nor will it have 

a disparate impact on any particular 

category of market participant. The 

proposal does not permit unfair 

discrimination because the existing 

qualification criteria would be applied 

to all similarly situated member 

organizations, who would all be eligible 

for the same credit on an equal basis. 

Elimination of Pricing Tiers and 

Optional DMM Rebates and Credits 

The Exchange believes that the 

proposal is not unfairly discriminatory 

because the proposed elimination of two 

pricing tiers and optional DMM rebate 

and credits would affect all similarlysituated market participants on an equal 

and non-discriminatory basis. The 

Exchange believes that eliminating 

requirements and credits, and even 

entire pricing tiers, from the Price List 

when such incentives become 

ineffective is not unfairly discriminatory 

because the pricing tiers the Exchange 

proposes to eliminate would no longer 

be available to any member organization 

on an equal basis. Similarly, eliminating 

optional DMM rebate and credits that 

are underutilized and ineffective would 

no longer be available to any DMM on 

an equal basis. 

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 the proposed changes would 

encourage the submission of additional 

liquidity to a public exchange, thereby 

promoting market depth, price 

7144 Federal Register / Vol. 86, No. 15 / Tuesday, January 26, 2021 / Notices 

22Regulation NMS, 70 FR at 37498–99. 

23 15 U.S.C. 78s(b)(3)(A). 

24 17 CFR 240.19b–4(f)(2). 

25 15 U.S.C. 78s(b)(2)(B). 26 17 CFR 200.30–3(a)(12), (59). 

discovery and transparency and 

enhancing order execution 

opportunities for member organizations. 

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.’’ 22

Intramarket Competition. The 

proposed changes are designed to attract 

additional order flow to the Exchange. 

The Exchange believes that the 

proposed changes would continue to 

incentivize market participants to direct 

displayed order flow to the Exchange. 

Greater liquidity benefits all market 

participants on the Exchange by 

providing more trading opportunities 

and encourages member organizations 

to send orders, thereby contributing to 

robust levels of liquidity, which benefits 

all market participants on the Exchange. 

The current credits 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 noted, 

the proposal would apply to all 

similarly situated member organizations 

on the same and equal terms, who 

would benefit from the changes on the 

same basis. Accordingly, the proposed 

change would not impose a disparate 

burden on competition among market 

participants on the Exchange. 

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. In such an environment, the 

Exchange must continually adjust its 

fees and rebates to remain competitive 

with other exchanges and with offexchange 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. 

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. 

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. 

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– 

NYSE–2021–02 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–NYSE–2021–02. 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–NYSE–2021–02, and 

should be submitted on or before 

February 16, 2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.26

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–01586 Filed 1–25–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[OMB Control No. 3235–0441, SEC File No. 

270–385] 

Submission for OMB Review; 

Comment Request 

Upon Written Request, Copies Available 

From: Securities and Exchange 

Commission, Office of FOIA Services, 

100 F Street NE, Washington, DC 

20549–2736 

Extension: 

Rule 18f–3 [OMB Control No. 3235–0441, 

SEC File No. 270–385] 

Notice is hereby given that, pursuant 

to the Paperwork Reduction Act of 1995 

(44 U.S.C. 3501 et seq.) (‘‘Paperwork 

Reduction Act’’), the Securities and 

Exchange Commission (‘‘the 

Commission’’) has submitted to the 

Office of Management and Budget 

(‘‘OMB’’) a request for extension of the 

previously approved collection of 

information discussed below. 

Rule 18f–3 (17 CFR 270.18f–3) under 

the Investment Company Act of 1940 

(15 U.S.C. 80a–1 et seq.) exempts from 

section 18(f)(1) a fund that issues 

multiple classes of shares representing 

interests in the same portfolio of 

securities (a ‘‘multiple class fund’’) if