32288 Federal Register / Vol. 86, No. 115 / Thursday, June 17, 2021 / Notices 

2To facilitate arbitrage, among other things, each 

day a Fund will publish a basket of securities and 

cash that, while different from the Fund’s portfolio, 

is designed to closely track its daily performance. 

3The NYSE Proxy Portfolio Methodology (as 

defined in the Reference Order) is the intellectual 

property of the NYSE Group, Inc. 

4All entities that currently intend to rely on the 

Order are named as applicants. Any other entity 

that relies on the Order in the future will comply 

with the terms and conditions of the Order and the 

terms and conditions of the Reference Order that 

are incorporated by reference into the Order. 

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

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

of the writer’s interest, any facts bearing 

upon the desirability of a hearing on the 

matter, the reason for the request, and 

the issues contested. Persons who wish 

to be notified of a hearing may request 

notification by emailing the 

Commission’s Secretary at SecretarysOffice@sec.gov. 

ADDRESSES: The Commission: 

Secretarys-Office@sec.gov. Applicants: 

David J. Lekich, Esq., Charles Schwab 

Investment Management, Inc., 211 Main 

Street, San Francisco, CA 94105; Adam 

T. Teufel, Esq., Dechert LLP, 1900 K 

Street NW, Washington, DC 20006– 

1110; John Munch, SEI Investments 

Distribution Co., 1 Freedom Valley 

Drive, Oaks, PA 19456. 

FOR FURTHER INFORMATION CONTACT: 

Deepak T. Pai, Senior Counsel, at (202) 

551–6876 or Trace W. Rakestraw, 

Branch Chief, at (202) 551–6825 

(Division of Investment Management, 

Chief Counsel’s Office). 

SUPPLEMENTARY INFORMATION: The 

following is a summary of the 

application. The complete application 

may be obtained via the Commission’s 

website by searching for the file 

number, or for an applicant using the 

Company name box, at http://

www.sec.gov/search/search.htm or by 

calling (202) 551–8090. 

Applicants 

1. The Trust is a business trust 

organized under the laws of the State of 

Delaware and will consist of one or 

more series operating as a Fund. The 

Trust is registered as an open-end 

management investment company 

under the Act. Applicants seek relief 

with respect to Funds (as defined 

below), including an initial Fund (the 

‘‘Initial Fund’’). The Funds will offer 

exchange-traded shares utilizing active 

management investment strategies as 

contemplated by the Reference Order.2

2. The Initial Adviser, a Delaware 

corporation, will be the investment 

adviser to the Initial Fund. Subject to 

approval by the Funds’ board of 

trustees, an Adviser (as defined below) 

will serve as investment adviser to each 

Fund. The Initial Adviser is, and any 

other Adviser will be, registered as an 

investment adviser under the 

Investment Advisers Act of 1940 

(‘‘Advisers Act’’). The Adviser may 

enter into sub-advisory agreements with 

other investment advisers to act as subadvisers with respect to the Funds (each 

a ‘‘Sub-Adviser’’). Any Sub-Adviser to a 

Fund will be registered under the 

Advisers Act. 

3. The Distributor, a Pennsylvania 

corporation, is a broker-dealer registered 

under the Securities Exchange Act of 

1934, as amended, and will act as the 

distributor and principal underwriter of 

Shares of the Funds. Applicants request 

that the requested relief apply to any 

distributor of Shares, whether affiliated 

or unaffiliated with the Adviser and/or 

Sub-Adviser (included in the term 

‘‘Distributor’’). Any Distributor will 

comply with the terms and conditions 

of the Order. 

Applicants’ Requested Exemptive Relief 

4. Applicants seek the requested 

Order under section 6(c) of the Act for 

an exemption from sections 2(a)(32), 

5(a)(1), 22(d) and 22(e) of the Act and 

rule 22c–1 under the Act, and under 

sections 6(c) and 17(b) of the Act for an 

exemption from sections 17(a)(1) and 

17(a)(2) of the Act. The requested Order 

would permit applicants to offer Funds 

that utilize the NYSE Proxy Portfolio 

Methodology. Because the relief 

requested is the same as certain of the 

relief granted by the Commission under 

the Reference Order and because the 

Initial Adviser has entered into a 

licensing agreement with NYSE Group, 

Inc. in order to offer Funds that utilize 

the NYSE Proxy Portfolio 

Methodology,3 the Order would 

incorporate by reference the terms and 

conditions of the same relief of the 

Reference Order. 

5. Applicants request that the Order 

apply to the Initial Fund and to any 

other existing or future registered openend management investment company 

or series thereof that: (a) Is advised by 

the Initial Adviser or any entity 

controlling, controlled by, or under 

common control with the Initial Adviser 

(any such entity, along with the Initial 

Adviser, included in the term 

‘‘Adviser’’); (b) offers exchange-traded 

shares utilizing active management 

investment strategies as contemplated 

by the Reference Order; and (c) 

complies with the terms and conditions 

of the Order and the terms and 

conditions of the Reference Order that 

are incorporated by reference into the 

Order (each such company or series and 

the Initial Fund, a ‘‘Fund’’).4

6. Section 6(c) of the Act provides that 

the Commission may exempt any 

person, security or transaction, or any 

class of persons, securities or 

transactions, from any provisions of the 

Act, if and to the extent that such 

exemption is necessary or appropriate 

in the public interest and consistent 

with the protection of investors and the 

purposes fairly intended by the policy 

and provisions of the Act. Section 17(b) 

of the Act authorizes the Commission to 

exempt a proposed transaction from 

section 17(a) of the Act if evidence 

establishes that the terms of the 

transaction, including the consideration 

to be paid or received, are reasonable 

and fair and do not involve 

overreaching on the part of any person 

concerned, and the transaction is 

consistent with the policies of the 

registered investment company and the 

general purposes of the Act. Applicants 

submit that for the reasons stated in the 

Reference Order the requested relief 

meets the exemptive standards under 

sections 6(c) and 17(b) of the Act. 

For the Commission, by the Division of 

Investment Management, pursuant to 

delegated authority. 

Jill M. Peterson, 

Assistant Secretary. 

[FR Doc. 2021–12746 Filed 6–16–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–92153; File No. SR– 

NYSEAMER–2021–29] 

Self-Regulatory Organizations; NYSE 

American LLC; Notice of Filing and 

Immediate Effectiveness of Proposed 

Change Amending the NYSE American 

Equities Price List and Fee Schedule 

To Establish Pricing for Orders 

Designated as Retail Orders 

June 11, 2021. 

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 June 1, 

2021, NYSE American LLC (‘‘NYSE 

American’’ or ‘‘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 


lotter on DSK11XQN23PROD with NOTICES1
Federal Register / Vol. 86, No. 115 / Thursday, June 17, 2021 / Notices 32289 

4See Rules 1.1E(m) (definition of ETP) & (n) 

(definition of ETP Holder). 

5See 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’’). 

6See Securities Exchange Act Release No. 61358, 

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

02–10) (Concept Release on Equity Market 

Structure). 

7See Cboe U.S Equities Market Volume 

Summary, available at https://markets.cboe.com/us/ 

equities/market_share. See generally https://

www.sec.gov/fast-answers/divisionsmarketregmr

exchangesshtml.html. 

8See 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. 

9See Cboe Global Markets U.S. Equities Market 

Volume Summary, available at http://

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

10See id. 

11See NYSE Rule 13 regarding Retail Modifiers 

and the NYSE Arca procedures for designating 

orders with a retail modifier for purposes of fee 

rates. See Securities Exchange Act Release No. 

67540 (July 30, 2012), 77 FR 46539 (August 3, 2012) 

(SR–NYSEArca–2012–77). These requirements are 

distinct from, but related to, the requirements for 

a ‘‘Retail Order’’ on the Retail Liquidity Programs 

available on NYSE and NYSE Arca. See NYSE Rule 

7.44 and NYSE Arca Rule 7.44–E. The Exchange 

does not offer a ‘‘Retail Liquidity Program.’’ 

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 Equities Price List and 

Fee Schedule (‘‘Price List’’) to establish 

pricing for orders designated as ‘‘Retail 

Orders.’’ The Exchange proposes to 

implement the fee changes effective 

June 1, 2021. 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 proposes to amend the 

Price List to establish pricing for orders 

designated as ‘‘Retail Orders,’’ as 

defined below. 

The proposed changes respond to the 

current competitive environment where 

order flow providers have a choice of 

where to direct Retail Orders by offering 

further incentives for ETP Holders 4 to 

send such orders to the Exchange. 

The Exchange proposes to implement 

the fee changes effective June 1, 2021. 

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.’’ 5

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.’’ 6 Indeed, cash equity trading is 

currently dispersed across 16 

exchanges,7 numerous alternative 

trading systems,8 and broker-dealer 

internalizers and wholesalers, all 

competing for order flow. Based on 

publicly-available information, no 

single exchange currently has more than 

17% market share.9 Therefore, no 

exchange possesses significant pricing 

power in the execution of cash equity 

order flow. More specifically, the 

Exchange currently has less than 1% 

market share of executed volume of cash 

equities trading.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. 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 the firm 

routes order flow. The competition for 

Retail Orders is even more stark, 

particularly as it relates to exchange 

versus off-exchange venues. 

The Exchange thus needs to compete 

in the first instance with non-exchange 

venues for Retail Order flow, and with 

the 15 other exchange venues for the 

portion of Retail Order flow that is not 

directed off-exchange. Accordingly, 

competitive forces compel the Exchange 

to use exchange transaction fees and 

credits, particularly as they relate to 

competing for Retail Order flow, 

because market participants can readily 

trade on competing venues if they deem 

pricing levels at those other venues to 

be more favorable. 

Proposed Rule Change 

In response to this competitive 

environment, the Exchange proposes to 

amend its Price List to establish pricing 

for orders designated as ‘‘Retail Orders.’’ 

Proposed Definition of Retail Orders 

To define Retail Orders, the Exchange 

proposes to amend the ‘‘General’’ 

section of the Fee Schedule and add a 

new subheading ‘‘III. Retail Orders’’ to 

establish requirements for Retail Orders 

on the Exchange that are based on the 

requirements to enter orders with 

‘‘retail’’ modifiers for purposes of rates 

available for such orders on the 

Exchange’s affiliates, New York Stock 

Exchange, LLC (‘‘NYSE’’) and NYSE 

Arca, Inc. (‘‘NYSE Arca’’).11

Proposed paragraph (a) would define 

‘‘Retail Order’’ as an agency order or a 

riskless principal order that meets the 

criteria of FINRA Rule 5320.03 that 

originates from a natural person and is 

submitted to the Exchange by an ETP 

Holder, provided that no change is 

made to the terms of the order with 

respect to price or side of market and 

the order does not originate from a 

trading algorithm or any other 

computerized methodology. 

Proposed paragraph (b) would specify 

that in order for an ETP Holder to access 

the proposed Retail Order pricing, the 

ETP Holder would be required to 

designate an order as a Retail Order in 

the form and/or manner prescribed by 

the Exchange. 

Proposed paragraph (c) would specify 

that in order to submit a Retail Order, 

an ETP Holder must submit an 

attestation, in a form prescribed by the 

Exchange, that substantially all orders 

designated as ‘‘Retail Orders’’ will meet 

the requirements set out in the 

definition above. 

Proposed paragraph (d) would specify 

that an ETP Holder must have written 

policies and procedures reasonably 


lotter on DSK11XQN23PROD with NOTICES1
32290 Federal Register / Vol. 86, No. 115 / Thursday, June 17, 2021 / Notices 

12As defined in the Fee Schedule, Adding ADV 

means an ETP Holder’s average daily volume of 

shares executed on the Exchange that provided 

liquidity. 

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

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

15See Regulation NMS, supra note 5, 70 FR at 

37499. 

designed to assure that it will only 

designate orders as ‘‘Retail Orders’’ if all 

requirements of a Retail Order are met. 

Such written policies and procedures 

must require the ETP Holder to (i) 

exercise due diligence before entering a 

Retail Order to assure that entry as a 

Retail Order is in compliance with the 

requirements specified by the Exchange, 

and (ii) monitor whether orders entered 

as Retail Orders meet the applicable 

requirements. If an ETP Holder 

represents Retail Orders from another 

broker-dealer customer, the ETP 

Holder’s supervisory procedures must 

be reasonably designed to assure that 

the orders it receives from such brokerdealer customer that it designates as 

Retail Orders meet the definition of a 

Retail Order. The ETP Holder must (i) 

obtain an annual written representation, 

in a form acceptable to the Exchange, 

from each broker-dealer customer that 

sends it orders to be designated as Retail 

Orders that entry of such orders as 

Retail Orders will be in compliance 

with the requirements specified by the 

Exchange, and (ii) monitor whether its 

broker-dealer customer’s Retail Order 

flow continues to meet the applicable 

requirements. 

Proposed paragraph (e) would specify 

that an ETP Holder that fails to abide by 

the requirements specified in 

paragraphs (a)–(d) would not be eligible 

for the Retail Order rates for orders it 

designates as ‘‘Retail Orders.’’ 

Proposed Rates for Retail Orders 

The Exchange proposes that the rates 

for Retail Orders would be available 

only for transactions in securities priced 

at or above $1.00. To effect this change, 

the Exchange proposes to amend the 

Price List for transactions in securities 

priced at or above $1.00, other than 

transactions by Electronic Designated 

Market Makers in assigned securities, to 

specify that the current fees are 

‘‘Standard Rates’’ and to add new 

‘‘Retail Order Rates.’’ Specifically, the 

Exchange proposes to delete the column 

labeled ‘‘Category’’ from the existing 

table and to insert subheadings ‘‘1. 

Securities at or above $1’’ and ‘‘a. 

Standard Rates’’ above the existing 

table. The Exchange does not propose to 

make any changes to the rates in the 

table. 

Below the first row of the existing 

table, the Exchange proposes to add 

subheading ‘‘b. Retail Order Rates *,’’ 

below which the Exchange proposes to 

specify the rates that orders designated 

by an ETP Holder as ‘‘Retail Orders’’ 

would be eligible for. As proposed, 

orders designated by an ETP Holder as 

‘‘Retail Orders’’ may qualify for the 

following fees and credits: 

• A credit of $0.0030 per displayed 

share for orders designated as Retail 

Orders that add liquidity. This credit is 

higher than the Exchange’s standard 

credit that ranges between $0.0024 per 

share to $0.0027 per share for displayed 

and MPL orders adding liquidity, 

depending on Adding ADV.12

• A fee of $0.0010 per share for MPL 

orders designated as Retail Orders that 

remove liquidity. This fee is lower than 

the Exchange’s standard fee of either 

$0.0026 per share or $0.0030 per share 

for orders that remove liquidity, 

depending on Adding ADV. 

• A fee of $0.0005 per share for orders 

designated as Retail Orders executed in 

an opening auction, unless a more 

favorable rate applies. This fee is 

equivalent to the Exchange’s standard 

fee for orders executed in an opening 

auction. 

Below the proposed new Retail Order 

Rates subsection, the Exchange proposes 

to insert a new heading ‘‘2. Securities 

Below $1,’’ followed by the second row 

of the existing table. The Exchange 

proposes to delete the ‘‘Category’’ 

column of the table and to add the 

‘‘Adding Liquidity,’’ ‘‘Removing 

Liquidity,’’ and ‘‘Executions at Open 

and Close’’ column headings that appear 

in the existing table. The Exchange does 

not propose to make any changes to the 

rates for transactions in securities below 

$1. 

As noted above, the proposed new 

subheading ‘‘b. Retail Order Rates *’’ 

would include an asterisk. The 

Exchange proposes to add the following 

text regarding the asterisk: ‘‘* See 

section III under ‘General’ at the end of 

this Price List for information on 

designating orders as ‘Retail Orders.’ ’’ 

The proposed pricing available for 

Retail Orders would be optional for ETP 

Holders. Accordingly, an ETP Holder 

that does not opt to identify qualified 

orders as Retail Orders would choose 

not to (i) make an attestation to the 

Exchange, or (ii) maintain the policies 

and procedures described above. 

This proposed change is intended to 

encourage greater participation from 

ETP Holders and to promote additional 

liquidity in Retail Orders. As described 

above, ETP Holders have a choice of 

where to send such orders. The 

Exchange believes that the proposed 

lower fees could lead to more ETP 

Holders choosing to route their Retail 

Orders to the Exchange for execution 

rather than to a competing exchange. 

The Exchange does not know how 

much Retail Order flow ETP Holders 

choose to route to other exchanges or to 

off-exchange venues. 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 Holders 

sending more of their Retail Orders to 

the Exchange. The Exchange cannot 

predict with certainty how many ETP 

Holders would avail themselves of this 

opportunity, but additional Retail 

Orders would benefit all market 

participants because it would provide 

greater execution opportunities on the 

Exchange. 

The proposed rule change is designed 

to be available to all ETP Holders on the 

Exchange and is intended to provide 

ETP Holders a greater incentive to direct 

more of their Retail Orders to 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 

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, is designed to prevent 

fraudulent and manipulative acts and 

practices and to promote just and 

equitable principles of trade, 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


lotter on DSK11XQN23PROD with NOTICES1
Federal Register / Vol. 86, No. 115 / Thursday, June 17, 2021 / Notices 32291 

16 15 U.S.C. 78f(b)(8). 

17See Regulation NMS, supra note 4, 70 FR at 

37498–99. 

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 Retail Orders, ETP 

Holders can choose from any one of the 

16 currently operating registered 

exchanges, and numerous off-exchange 

venues, to route such order flow. 

Accordingly, competitive forces 

constrain exchange transaction fees that 

relate to Retail Orders on an exchange. 

Stated otherwise, changes to exchange 

transaction fees can have a direct effect 

on the ability of an exchange to compete 

for order flow. 

Given this competitive environment, 

the Exchange believes that this proposal 

to establish pricing for orders 

designated as Retail Orders represents a 

reasonable attempt to attract additional 

Retail Orders to the Exchange. The 

Exchange believes the proposed change 

is also reasonable because it is designed 

to attract higher volumes of Retail 

Orders transacted on the Exchange by 

ETP Holders, which would benefit all 

market participants by offering greater 

price discovery and an increased 

opportunity to trade on the Exchange. 

The Exchange believes that proposed 

General sub-section III is reasonable 

because it would define ‘‘Retail Order’’ 

based on existing requirements for 

orders designated as ‘‘retail’’ on NYSE 

and NYSE Arca, and therefore is not 

novel. The Exchange further believes 

that the designation, attestation, and 

written policies and procedures 

required by proposed sub-section III are 

reasonable because they are also based 

on existing procedures for similarlydefined orders on NYSE and NYSE 

Arca, and therefore are not novel. 

In light 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 to 

establish pricing for orders designated 

as Retail Orders equitably allocates its 

fees among its market participants 

because all ETP Holders that participate 

on the Exchange may qualify for the 

proposed credits and fees if they elect 

to send their Retail Orders to the 

Exchange and properly designate them 

as Retail Orders. 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 sending 

more of their Retail Orders to the 

Exchange. The Exchange cannot predict 

with certainty how many ETP Holders 

would avail themselves of this 

opportunity, but additional Retail 

Orders would benefit all market 

participants because it would provide 

greater execution opportunities on the 

Exchange. The Exchange anticipates 

that multiple ETP Holders that engage 

in retail trading activity would endeavor 

to send more of their Retail Orders for 

execution on the Exchange, thereby 

earning the proposed higher credits and 

paying the proposed lower fees. 

The Exchange further believes that the 

proposed change is equitable because it 

is reasonably related to the value to the 

Exchange’s market quality associated 

with higher volume in Retail Orders. 

The Exchange believes that establishing 

pricing for orders designated as Retail 

Orders would attract order flow and 

liquidity to the Exchange, thereby 

contributing to price discovery on the 

Exchange and benefiting investors 

generally. 

The Exchange believes that the 

proposed rule change is equitable 

because maintaining or increasing the 

proportion of Retail Orders in exchangelisted securities that are executed on a 

registered national securities exchange 

(rather than relying on certain available 

off-exchange execution methods) would 

contribute to investors’ confidence in 

the fairness of their transactions and 

would benefit all investors by 

deepening the Exchange’s liquidity 

pool, supporting the quality of price 

discovery, promoting market 

transparency, and improving investor 

protection. 

The Proposed Fee Change Is Not 

Unfairly Discriminatory 

The Exchange believes that the 

proposal is not unfairly discriminatory. 

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 Exchange believes that the 

proposed change is not unfairly 

discriminatory because it would apply 

to all ETP Holders on an equal and nondiscriminatory basis. The Exchange 

believes that the proposed rule change 

is not unfairly discriminatory because 

maintaining or increasing the 

proportion of Retail Orders in exchangelisted securities that are executed on a 

registered national securities exchange 

(rather than relying on certain available 

off-exchange execution methods) would 

contribute to investors’ confidence in 

the fairness of their transactions and 

would benefit all investors by 

deepening the Exchange’s liquidity 

pool, supporting the quality of price 

discovery, promoting market 

transparency, and improving investor 

protection. This aspect of the proposed 

rule change also is consistent with the 

Act because all similarly-situated ETP 

Holders would earn the same credits 

and pay the same fees for Retail Orders 

executed on the Exchange. 

Finally, the submission of Retail 

Orders is optional for ETP Holders in 

that they could choose whether to 

submit Retail Orders to the Exchange 

and, if they do, they can choose the 

extent of their activity in this regard. 

The Exchange believes that it is subject 

to significant competitive forces, as 

described below in the Exchange’s 

statement regarding the burden on 

competition. 

For the foregoing reasons, the 

Exchange believes that the proposal is 

consistent with the Act. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

In accordance with Section 6(b)(8) of 

the Act,16 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 fee change would 

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.’’ 17

Intramarket Competition. The 

Exchange believes the proposed change 

would not impose any burden on 

competition that is not necessary or 

appropriate in furtherance of the 

purposes of the Act. The proposed 

change is designed to attract additional 

Retail Orders to the Exchange. The 

Exchange believes that the proposed 

higher credits and lower fees would 

incentivize market participants to direct 

their Retail Orders to the Exchange. 

Greater overall order flow, trading 


lotter on DSK11XQN23PROD with NOTICES1
32292 Federal Register / Vol. 86, No. 115 / Thursday, June 17, 2021 / Notices 

18 15 U.S.C. 78s(b)(3)(A). 

19 17 CFR 240.19b–4(f)(2). 20 15 U.S.C. 78s(b)(2)(B). 

21 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. 

opportunities, and pricing transparency 

benefit all market participants on the 

Exchange by enhancing market quality 

and continuing to encourage ETP 

Holders to send orders, thereby 

contributing towards a robust and wellbalanced market ecosystem. 

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 

currently has less than 1% market share 

of executed volume of equities trading. 

In such an environment, the Exchange 

must continually adjust its fees and 

credits 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) 18 of the Act and 

subparagraph (f)(2) of Rule 19b–4 19

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) 20 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– 

NYSEAMER–2021–29 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–NYSEAMER–2021–29. 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–NYSEAMER–2021–29 and 

should be submitted on or before July 8, 

2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.21

Jill M. Peterson, 

Assistant Secretary. 

[FR Doc. 2021–12750 Filed 6–16–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–92160; File No. SR–NYSE– 

2021–35] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change To Amend Its 

Price List 

June 11, 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 May 27, 

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) introduce three adding 

credit tiers (Tiers 3, 5 and 6 Adding 

Credits) and re-number current Tier 3, 

and (2) relocate and modify certain fees, 

and introduce new fees, for transactions 

that remove liquidity from the Exchange 

in Tape A, B and C securities. The 

Exchange proposes to implement the fee 

changes effective June 1, 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. 


lotter on DSK11XQN23PROD with NOTICES1