12052 Federal Register / Vol. 86, No. 38 / Monday, March 1, 2021 / Notices 

38 17 CFR 200.30–3(a)(12). 

1 15 U.S.C. 78mm(a)(1). 

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

3See letter from Rebecca Tenuta, Counsel, Cboe 

C2 Exchange, Inc. to Vanessa Countryman, 

Secretary, Commission, dated February 9, 2021 

(‘‘Exemptive Request’’). 

4 15 U.S.C. 78mm(a)(1). 

5See Securities Exchange Act Release No. 87646 

(December 2, 2019), 84 FR 66938 (December 6, 

2019) (SR–C2–2019–025). 

6 Incorporates by reference Cboe Options Chapter 

3, Section B. 

7 Incorporates by reference Cboe Options Chapter 

4, Section A. 

8 Incorporates by reference Cboe Options Chapter 

4, Section B. 

9 Incorporates by reference Cboe Options Chapter 

8. 

10 Incorporates by reference Cboe Options 

Chapter 5, Section E. 

11 Incorporates by reference Cboe Options 

Chapter 6, Section B. 

12 Incorporates by reference Cboe Options 

Chapter 7, Section A. 

13 Incorporates by reference Cboe Options 

Chapter 7, Section B. 

14 Incorporates by reference Cboe Options 

Chapter 9. See also Securities Exchange Act Release 

No. 87646 (December 2, 2019), 84 FR 66938 

(December 6, 2019) (SR–C2–2019–025), which 

relocated former Rule 3.19 to Rule 9.20 in order to 

include Cboe Options Rule 9.20 in C2 Chapter 9’s 

incorporation of Cboe Options Chapter 9 by 

reference, as former Rule 3.19 is identical to Cboe 

Options Rule 9.20 and it is within the same 

category of exchange rules otherwise incorporated 

into C2 Chapter 9 by reference to Cboe Options 

Chapter 9 (i.e., rule related to doing business with 

the public). 

15 Incorporates by reference Cboe Options 

Chapter 10. 

16 Incorporates by reference Cboe Options 

Chapter 11. 

17 Incorporates by reference Cboe Options 

Chapter 12. 

18 Incorporates by reference Cboe Options 

Chapter 13. 

19 Incorporates by reference Cboe Options 

Chapter 14. 

20 Incorporates by reference Cboe Options 

Chapter 15. 

21See Securities Exchange Act Release Nos. 

61152 (December 10, 2009), 74 FR 66699 (December 

16, 2009); and 80339 (March 29, 2017), 82 FR 16442 

(April 4, 2017). 

22 17 CFR 240.0–12. 

23See Exemptive Request, supra note 3. 

24 Id. 

25 Id. 

26The Exchange states that it will provide such 

notice via a posting on the same website location 

where the Exchange posts its own rule filings 

pursuant to Rule 19b–4(l) within the timeframe 

required by such Rule. In addition, the Exchange 

states that the website posting will include a link 

to the location on Cboe’s website where the 

applicable proposed rule change is posted. Id. 

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 

offices 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–CboeEDGX–2021–010, and 

should be submitted on or before March 

22, 2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.38

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–04090 Filed 2–26–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–91193] 

Order Granting Application by Cboe C2 

Exchange, Inc. for Exemption Pursuant 

to Section 36(a) of the Exchange Act 

From the Rule Filing Requirements of 

Section 19(b) of the Exchange Act With 

Respect to Certain Rules Incorporated 

by Reference 

February 23, 2021. 

Cboe C2 Exchange, Inc. (‘‘C2’’ or the 

‘‘Exchange’’) has filed with the 

Securities and Exchange Commission 

(the ‘‘Commission’’) an application for 

an exemption under Section 36(a)(1) of 

the Securities Exchange Act of 1934 

(‘‘Exchange Act’’) 1 from the rule filing 

requirements of Section 19(b) of the 

Exchange Act 2 with respect to certain 

rules of Cboe Exchange, Inc. (‘‘Cboe’’) 

that the Exchange seeks to incorporate 

by reference.3 Section 36(a)(1) of the 

Exchange Act,4 subject to certain 

limitations, authorizes the Commission 

to conditionally or unconditionally 

exempt any person, security, or 

transaction, or any class thereof, from 

any provision of the Exchange Act or 

rule thereunder, if necessary or 

appropriate in the public interest and 

consistent with the protection of 

investors. 

The Exchange filed a proposed rule 

change 5 under Section 19(b) of the 

Exchange Act to update various C2 

Rules and Chapters to reflect changes to 

the Cboe Options rulebook. Namely, in 

the proposed rule change, the Exchange 

proposed to incorporate by reference 

rule changes made to each Cboe Options 

rule cross-referenced in the following 

C2 chapters or sections: Chapter 3, 

Section B (TPH Registration); 6 Chapter 

4, Section A (Equity and ETP Options); 7

Chapter 4, Section B (Index Options); 8

Chapter 5 (Business Conduct); 9 Chapter 

6, Section E (Intermarket Linkage); 10

Chapter 6, Section F (Exercises and 

Deliveries); 11 Chapter 7, Section A; 12

Chapter 7, Section B; 13 Chapter 9 

(Doing Business with the Public); 14

Chapter 10 (Margin Requirements); 15

Chapter 1 (Net Capital Requirements); 16

Chapter 12 (Summary Suspension); 17

Chapter 13 (Discipline); 18 Chapter 14 

(Arbitration); 19 and Chapter 15 

(Hearings and Review) 20 (the ‘‘Cboe 

Incorporated Rules’’). 

The Commission notes it previously 

granted C2 an exemption from the rule 

filing requirements of Section 19(b) of 

the Act for the rules of the Cboe set forth 

in the C2 rules referenced above.21

Since that time, the Cboe has 

renumbered and relocated the 

previously incorporated rules within its 

rulebook. As a result, C2 has submitted 

this exemptive request to reflect rule 

number changes in the Cboe Options 

rulebook. Specifically, the Exchange is 

now requesting, pursuant to Rule 0–12 

under the Exchange Act,22 that the 

Commission grant an exemption from 

the rule filing requirements of Section 

19(b) of the Exchange Act for changes to 

the Chapters 3–7 and 9–15 of the 

Exchange’s rules that are effected solely 

by virtue of a change to a Cboe 

Incorporated Rule. The Exchange 

requests that it be permitted to 

incorporate by reference changes made 

to the Cboe Incorporated Rules without 

the need for the Exchange to file 

separately the same proposed rule 

change pursuant to Section 19(b) of the 

Exchange Act.23

The Exchange represents that the 

Cboe Incorporated Rules are not trading 

rules.24 Moreover, the Exchange states 

that it proposes to incorporate by 

reference a category of rules (rather than 

individual rules within a category).25

The Exchange also represents that, as a 

condition of this exemption, the 

Exchange will provide written notice to 

its applicants and members whenever 

Cboe proposes a change to a Cboe 

Incorporated Rule.26

According to the Exchange, this 

exemption is necessary and appropriate 

to maintain consistency between C2 

rules and the Cboe Incorporated Rules, 

thus helping to ensure identical 

regulation of C2 Permit Holders that are 

also Cboe Trading Permit Holders with 

respect to the incorporated provisions as 

Federal Register / Vol. 86, No. 38 / Monday, March 1, 2021 / Notices 12053 

27See Exemptive Request, supra note 3. 

28See id. 

29See, e.g., Securities Exchange Act Release Nos. 

86896 (September 6, 2019), 84 FR 48186 (September 

12, 2019) (order granting exemptive request from 

Nasdaq BX, Inc. relating to rules of The Nasdaq 

Stock Market LLC incorporated by reference) 

(‘‘Nasdaq BX Order’’); 86422 (July 22, 2019), 84 FR 

36151 (July 26, 2019) (order granting exemptive 

request from Nasdaq BX, Inc., Nasdaq GEMX, LLC, 

Nasdaq ISE, LLC, Nasdaq MRX, LLC, and Nasdaq 

Phlx LLC relating to rules of The Nasdaq Stock 

Market LLC incorporated by reference); 80338 

(March 29, 2017), 82 FR 16464 (April 4, 2017) 

(order granting exemptive request from MIAX 

PEARL, LLC relating to rules of Miami International 

Securities Exchange, LLC incorporated by 

reference); and 72650 (July 22, 2014), 79 FR 44075 

(July 29, 2014) (order granting exemptive requests 

from NASDAQ OMX BX, Inc. and the NASDAQ 

Stock Market LLC relating to rules of NASDAQ 

OMX PHLX LLC incorporated by reference). 

30See 17 CFR 240.0–12 and Securities Exchange 

Act Release No. 39624 (February 5, 1998), 63 FR 

8101 (February 18, 1998) (‘‘Commission Procedures 

for Filing Applications for Orders for Exemptive 

Relief Pursuant to Section 36 of the Exchange Act; 

Final Rule’’). 

31See Nasdaq BX Order, supra note 29. 

32 15 U.S.C. 78mm. 

33 17 CFR 200.30–3(a)(76). 

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

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

4On January 27, 2021, the Exchange filed to 

implement the AON functionality for Complex 

CUBE auctions, which functionality was operative 

on an immediately effective basis retroactive to the 

date of filing given the waiver of the 30-day 

operative delay, as well as to make clarifications to 

the AON functionality for Single-Leg CUBE 

auctions. See Securities Exchange Release No. 

91068 (February 5, 2021), 86 FR 9112 (February 11, 

2021) (NYSEAMER–2021–06). 

5See Securities Exchange Release Nos. 90584 

(December 7, 2020), 85 FR 80196 (December 11, 

Continued 

well as helping to ensure that C2-only 

Permit Holders are subject to consistent 

regulation as Cboe Trading Permit 

Holders.27 The Exchange believes that, 

without such an exemption, such Permit 

Holders could be subject to two 

different standards.28

The Commission has issued 

exemptions similar to the Exchange’s 

request.29 In granting similar 

exemptions, the Commission stated that 

it would consider future exemption 

requests, provided that: 

• A self-regulatory organization 

(‘‘SRO’’) wishing to incorporate rules of 

another SRO by reference has submitted 

a written request for an order exempting 

it from the requirement in Section 19(b) 

of the Exchange Act to file proposed 

rule changes relating to the rules 

incorporated by reference, has identified 

the applicable originating SRO(s), 

together with the rules it wants to 

incorporate by reference, and otherwise 

has complied with the procedural 

requirements set forth in the 

Commission’s release governing 

procedures for requesting exemptive 

orders pursuant to Rule 0–12 under the 

Exchange Act; 30

• The incorporating SRO has 

requested incorporation of categories of 

rules (rather than individual rules 

within a category) that are not trading 

rules (e.g., the SRO has requested 

incorporation of rules such as margin, 

suitability, or arbitration); and 

• The incorporating SRO has 

reasonable procedures in place to 

provide written notice to its members 

each time a change is proposed to the 

incorporated rules of another SRO.31

The Commission believes that the 

Exchange has satisfied each of these 

conditions. Further, the Commission 

also believes that granting the Exchange 

an exemption from the rule filing 

requirements under Section 19(b) of the 

Exchange Act will promote efficient use 

of the Commission’s and the Exchange’s 

resources by avoiding duplicative rule 

filings based on simultaneous changes 

to identical rule text sought by more 

than one SRO. The Commission 

therefore finds it appropriate in the 

public interest and consistent with the 

protection of investors to exempt the 

Exchange from the rule filing 

requirements under Section 19(b) of the 

Exchange Act with respect to the abovedescribed rules it incorporates by 

reference. This exemption is 

conditioned upon the Exchange 

promptly providing written notice to its 

applicants and members whenever Cboe 

changes a Cboe Incorporated Rule. 

Accordingly, it is ordered, pursuant to 

Section 36 of the Exchange Act,32 that 

the Exchange is exempt from the rule 

filing requirements of Section 19(b) of 

the Exchange Act solely with respect to 

changes to the rules identified in the 

Exemptive Request, provided that the 

Exchange promptly provides written 

notice to its applicants and members 

whenever Cboe proposes to change a 

Cboe Incorporated Rule. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.33

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–04092 Filed 2–26–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–91180; File No. SR– 

NYSEAMER–2021–11] 

Self-Regulatory Organizations; NYSE 

American LLC; Notice of Filing and 

Immediate Effectiveness of Proposed 

Change Amending the NYSE American 

Options Fee Schedule To Introduce 

Pricing for the Use of a New AON 

Functionality in Single-Leg and 

Complex Customer Best Execution 

Auctions 

February 22, 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 February 

16, 2021, NYSE American LLC (‘‘NYSE 

American’’ 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 the 

NYSE American Options Fee Schedule 

(‘‘Fee Schedule’’) to introduce pricing 

for the use of a new AON functionality 

in Single-Leg and Complex Customer 

Best Execution (‘‘CUBE’’) auctions. The 

Exchange proposes to implement the fee 

change effective February 16, 2021.4

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 purpose of this filing is to modify 

the Fee Schedule to introduce pricing 

for the Exchange’s newly approved 

optional all-or-none (‘‘AON’’) 

functionality for larger-sized orders in 

Single-Leg and Complex CUBE auctions 

(together, ‘‘AON CUBE’’).5 The