[Federal Register Volume 86, Number 131 (Tuesday, July 13, 2021)]
[Notices]
[Pages 36796-36799]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2021-14794]



[[Page 36796]]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-92337; No. SR-NYSEArca-2021-58]


Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing 
and Immediate Effectiveness of Proposed Rule Change To Modify the NYSE 
Arca Options Fee Schedule

July 7, 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 July 1, 2021, NYSE Arca, Inc. (``NYSE Arca'' or the 
``Exchange'') filed with the Securities and Exchange Commission (the 
``Commission'') the proposed rule change as described in Items I, II, 
and III below, which Items have been prepared by the self-regulatory 
organization. The Commission is publishing this notice to solicit 
comments on the proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to modify the NYSE Arca Options Fee Schedule 
(``Fee Schedule'') regarding incentive programs offered by the 
Exchange. The Exchange proposes to implement the fee change effective 
July 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.

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 amend the Fee Schedule to make 
modifications to one of the Customer Posting Credit Tiers in Non-Penny 
Issues and to introduce an additional Discount in Take Liquidity Fees 
for Professional Customers and Non-Customer Liquidity Removing 
Interest, as described below. The Exchange proposes to implement the 
fee change effective July 1, 2021.
Customer Posting Credit Tiers in Non-Penny Issues (the ``Non-Penny 
Tiers'')
    The Non-Penny Tiers provide that OTP Holders and OTP Firms (``OTP 
Holders'') can qualify for per contract credits applied to electronic 
options transactions based on meeting certain minimum volume thresholds 
from Customer posting interest in non-Penny issues. The Exchange 
proposes to modify the Non-Penny Tiers by providing an alternative 
qualification method to achieve Non-Penny Tier F.
    The proposed alternative qualification for Non-Penny Tier F would 
offer the same ($1.02) per contract credit and would be available to 
OTP Holders that execute at least at least 2.00% of Total Industry 
Customer equity and ETF option average daily volume (``TCADV'') \4\ 
from Customer posted interest in all issues and at least 2.00% of TCADV 
from Professional Customer and Non-Customer Liquidity Removing interest 
in all issues.\5\
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    \4\ See Fee Schedule, Endnote 8 (providing that TCADV ``includes 
OCC calculated Customer volume of all types, including Complex Order 
Transactions and QCC transactions, in equity and ETF options'').
    \5\ ``Non-Customer'' interest on the Exchange includes interest 
from Firms, Broker Dealers, and Market Makers. See Fee Schedule, 
NYSE Arca OPTIONS: TRADE-RELATED CHARGES FOR STANDARD OPTIONS 
(preamble).
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    The proposed alternative qualification to achieve Non-Penny Tier F 
is designed to continue to attract Customer order flow for all issues 
to the Exchange and also to reward posted liquidity, which provides 
benefits to all market participants by providing more trading 
opportunities, which in turn attracts Customers, Market Makers, and 
other Non-Customer interest. An increase in the activity of these 
market participants in turn facilitates tighter spreads, which may 
cause an additional corresponding increase in order flow from other 
market participants.
    Notwithstanding the proposed change to Non-Penny Tier F, OTP 
Holders are still eligible to qualify for the Non-Penny Tier F per 
contract credit of ($1.02) under the alternative (and unchanged) 
threshold, which requires that an OTP Holder execute at least 1.00% of 
TCADV from Customer posted interest in all issues, plus executed ADV of 
0.30% of U.S. Equity Market Share Posted and Executed on NYSE Arca 
Equity Market to achieve the ($1.02) per contract credit. By continuing 
to provide such alternative methods to qualify for a Non-Penny Tier, 
the Exchange believes the opportunities to qualify for credits is 
increased, which benefits all participants through increased volume to 
the Exchange.
Discount in Take Liquidity Fees for Professional Customers and Non-
Customer Liquidity Removing Interest (Each a ``Take Fee Discount'')
    If an OTP Holder executes a transaction that removes or ``takes'' 
liquidity on the Exchange, the OTP Holder is charged a ``Take 
Liquidity'' fee (referred to herein as ``Take Fees'') and such 
liquidity may be referred to as ``Liquidity Removing'' or liquidity 
taking.\6\ To offset such costs and to encourage market participants to 
direct order flow to the Exchange, the Exchange offers, among other 
incentives, the Take Fee Discounts for executions in Penny Issues.\7\
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    \6\ See Fee Schedule, NYSE Arca OPTIONS: TRADE-RELATED CHARGES 
FOR STANDARD OPTIONS, TRANSACTION FEE FOR ELECTRONIC EXECUTIONS-PER 
CONTRACT (setting forth a per contract Take Fee of $1.10 for such 
non-Penny executions in Professional Customer, Firm, Broker Dealer, 
and Market Maker range as compared to a per contract take fee of 
$0.85 for such non-Penny executions in the Customer range).
    \7\ The Exchange is not proposing to modify the (single) Take 
Fee Discount available to OTP Holders that achieve the minimum 
volume executions in non-Penny Issues.
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    The Exchange proposes to add an additional means of qualifying for 
a Take Fee Discount for executions in Penny Issues. As proposed, the 
Exchange would offer a new Take Fee Discount, which would provide an 
additional $0.03 per contract discount on Take Fees for OTP Holders 
that executed at least 2.00% of TCADV from Customer posted interest in 
all issues and at least 2.00% of TCADV from Professional Customer and 
Non-Customer Liquidity Removing interest in all issues. The Exchange 
also proposes to add text to the Fee Schedule making clear that only 
one of the three alternative Take Fee Discounts for executions in Penny 
Issues would apply to an OTP Holder's activities.
    The Exchange believes this proposed change would incent OTP Holders 
to increase the amount of Customer posted volume executed on the 
Exchange

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(while maintaining the same level of Liquidity Removing volume required 
under one of the existing Take Fee Discounts), which activity may 
result in tighter spreads and more trading making the Exchange a more 
attractive trading venue to the benefit of all participants.\8\
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    \8\ The Exchange notes that it currently offers a $0.02 per 
contract Take Fee Discount for executions in Penny Issues provided 
an OTP Holder execute at least 1.00% TCADV from Customer posted 
interest in all issues OR at least 2.00% of TCADV from Professional 
Customer and Non-Customer Liquidity Removing interest in all issues.
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    The proposed new Take Fee Discount is designed to attract 
additional Customer order flow and to continue to attract a broad 
spectrum of liquidity-taking volume, which provides benefits for all 
market participants by providing more trading opportunities, which 
attracts Customers, Market Makers, and other Non-Customer interest. An 
increase in the activity of these market participants in turn 
facilitates tighter spreads, which may cause an additional 
corresponding increase in order flow from other market participants. 
The Exchange believes this proposed Take Fee Discount would encourage 
OTP Holders to achieve this additional discount with increased activity 
from a variety of business interest. By providing an incentive for take 
liquidity activity, the Exchange in turn provides more opportunities 
for execution of posted interest.
    The Exchange notes that an OTP Holder that qualifies for the new 
alternative volume threshold under Non-Penny Tier F would also qualify 
for the new Take Fee Discount, as both incentives consist of the same 
minimum volume threshold and the same mix of business activity. The 
Exchange notes that new Take Fee Discount does not apply to credits 
associated with the Non-Penny Tiers, and is designed to encourage OTP 
Holders to direct a variety of business to the Exchange, including 
liquidity-taking business, which in turn encourages posted interest. To 
the extent that the proposed incentives operate as intended, the 
anticipated result would be that the Exchange would be a more 
attractive execution venue for all options business.
    Notwithstanding the proposed new Take Fee Discount, the Exchange 
notes that OTP Holders are still eligible to qualify for the existing 
alternative (and unchanged) Take Fee Discounts for executions in Penny 
Issues. By continuing to provide such alternative methods to qualify 
for Take Fee Discounts, the Exchange believes the opportunities to 
qualify for credits is increased, which benefits all participants 
through increased volume to the Exchange.
    The Exchange cannot predict with certainty whether any OTP Holders 
will avail themselves of the proposed changes to the Non-Penny Tiers or 
Take Fee Discounts. At present, whether or when an OTP Holder would 
qualify for the enhanced credit varies month-to-month. Thus, the 
Exchange cannot predict with any certainty the number of OTP Holders 
that may qualify for the proposed new qualifications, but believes that 
OTP Holders would be encouraged to increase volume to take advantage of 
the proposed incentive credits/discounts.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Act,\9\ in general, and furthers the 
objectives of Sections 6(b)(4) and (5) of the Act,\10\ 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.
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    \9\ 15 U.S.C. 78f(b).
    \10\ 15 U.S.C. 78f(b)(4) and (5).
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The Proposed Rule Change Is Reasonable
    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.'' \11\
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    \11\ See Securities Exchange Act Release No. 51808 (June 9, 
2005), 70 FR 37496, 37499 (June 29, 2005) (S7-10-04) (``Reg NMS 
Adopting Release'').
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    There are currently 16 registered options exchanges competing for 
order flow. Based on publicly-available information, and excluding 
index-based options, no single exchange has more than 16% of the market 
share of executed volume of multiply-listed equity and ETF options 
trades.\12\ Therefore, currently no exchange possesses significant 
pricing power in the execution of multiply-listed equity & ETF options 
order flow. More specifically, in May 2021, the Exchange had less than 
10% market share of executed volume of multiply-listed equity & ETF 
options trades.\13\
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    \12\ The OCC publishes options and futures volume in a variety 
of formats, including daily and monthly volume by exchange, 
available here: https://www.theocc.com/Market-Data/Market-Data-Reports/Volume-and-Open-Interest/Monthly-Weekly-Volume-Statistics.
    \13\ Based on OCC data for monthly volume of equity-based 
options and monthly volume of ETF-based options, see id., the 
Exchange's market share in equity-based options decreased from 
11.17% for the month of May 2020 to 9.28% for the month of May 2021.
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    The Exchange believes that the ever-shifting market share among the 
exchanges from month to month demonstrates that market participants can 
shift order flow or discontinue or reduce use of certain categories of 
products, in response to fee changes. Accordingly, competitive forces 
constrain options exchange transaction fees. In response to this 
competitive environment, the Exchange has established incentives, such 
as the Non-Penny Tiers and the Take Fee Discount.
    The Exchange believes that the proposed modification to the Non-
Penny Tier F--to provide an alternative qualification basis through a 
mix of Customer posted interest and Professional Customer and Non-
Customer liquidity-taking interest--is reasonably designed to continue 
to incent OTP Holders to increase the amount and type of Customer 
interest sent and to also to reward posted liquidity. An increase in 
Customer volume would create more trading opportunities, which, in turn 
attracts Market Makers. A resulting increase in Market-Maker activity 
may facilitate tighter spreads, which may lead to an additional 
increase of order flow from other market participants, further 
contributing to a deeper, more liquid market to the benefit of all 
market participants by creating a more robust and well-balanced market 
ecosystem. With regard to Professional Customer and Non-Customer 
liquidity-taking interest, the Exchange believes that the proposed Tier 
F is reasonably designed to incent OTP Holders to increase trading 
activity in all issues and in a variety of account types on the 
Exchange, which increased liquidity benefits all market participants 
because of increased trading opportunities and price discovery. 
Moreover, to the extent that the proposed change to Non-Penny Tier F 
results in an increase in both posted Customer interest and 
Professional Customer and Non-Customer liquidity-taking interest, this 
increased volume benefits all market participants as it may result in 
tighter spreads and more trading making the Exchange a more attractive 
trading venue to the benefit of all participants.

[[Page 36798]]

    The proposed new Take Fee Discount has a minimum volume threshold 
identical to proposed threshold required under new Non-Penny Tier F and 
similarly includes a take liquidity volume requirement. As stated 
before, this discount is reasonably designed to increase the amount and 
type of Professional Customer and Non-Customer interest sent to the 
Exchange, especially posted and liquidity-taking interest, which 
benefits all market participants by providing more trading 
opportunities, which attracts Customers, Market Makers, and Non-
Customer interest. An increase in the activity of these market 
participants in turn facilitates tighter spreads, which may cause an 
additional corresponding increase in order flow from other market 
participants. The Exchange believes that this proposed new Take Fee 
Discount would encourage OTP Holders to achieve the alternative 
discount with trading activity from a variety of market participants, 
which would make the Exchange a more attractive execution venue.
    To the extent the proposed rule change continues to attract greater 
volume and liquidity by encouraging OTP Holders (and their affiliates) 
to increase their options volume on the Exchange in an effort to 
achieve credits through the Non-Penny Tiers as well as the Take Fee 
Discount, the Exchange believes the proposed change would improve the 
Exchange's overall competitiveness and strengthen its market quality 
for all market participants. In the backdrop of the competitive 
environment in which the Exchange operates, the proposed rule change is 
a reasonable attempt by the Exchange to increase the depth of its 
market and improve its market share relative to its competitors.
    The proposed additional text to the Take Fee discount making clear 
that only one of the three Take Fee Discounts (for executions in Penny 
Issues) is available to OTP Holders is reasonably designed to add 
clarity and transparency to the Fee Schedule making it easier to 
navigate and comprehend.
The Proposed Rule Change is an Equitable Allocation of Credits and Fees
    The Exchange believes the proposed rule change is an equitable 
allocation of its fees and credits. The proposal is based on the amount 
and type of business transacted on the Exchange and OTP Holders can opt 
to avail themselves of the credits and discounts or not. Moreover, the 
proposal is designed to incent OTP Holders to aggregate all Customer 
posting interest and Professional Customer and Non-Customer Take 
Liquidity interest at the Exchange as a primary execution venue. To the 
extent that the proposed change attracts more Customer posting interest 
and more Professional Customer and Non-Customer liquidity-taking 
interest, this increased order flow would continue to make the Exchange 
a more competitive venue for order execution. Thus, the Exchange 
believes the proposed rule change would improve market quality for all 
market participants on the Exchange and, as a consequence, attract more 
order flow to the Exchange thereby improving market-wide quality and 
price discovery.
The Proposed Rule Change Is Not Unfairly Discriminatory
    The Exchange believes the proposed modifications to the Non-Penny 
Tier F and the Take Fee Discount are not unfairly discriminatory 
because the proposed modifications would be available to all similarly-
situated market participants on an equal and non-discriminatory basis.
    The proposal is based on the amount and type of business transacted 
on the Exchange and OTP Holders are not obligated to try to achieve the 
proposed qualification basis for Non-Penny Tier F or the new Take Fee 
Discount, nor are OTP Holders obligated to execute posted interest. 
Rather, the proposal is designed to encourage OTP Holders to utilize 
the Exchange as a primary trading venue (if they have not done so 
previously) for both Customer posted interest and liquidity-taking 
interest from Professional Customers and Non-Customers. To the extent 
that the proposed change attracts more Customer interest, including 
posted and liquidity-taking interest to the Exchange, this increased 
order flow would continue to make the Exchange a more competitive venue 
for order execution. Thus, the Exchange believes the proposed rule 
change would improve market quality for all market participants on the 
Exchange and, as a consequence, attract more order flow to the Exchange 
thereby improving market-wide quality and price discovery. The 
resulting increased volume and liquidity would provide more trading 
opportunities and tighter spreads to all market participants and thus 
would promote just and equitable principles of trade, remove 
impediments to and perfect the mechanism of a free and open market and 
a national market system and, in general, to protect investors and the 
public interest.
    Finally, the Exchange believes that it is subject to significant 
competitive forces, as described below in the Exchange's statement 
regarding the burden on competition.

B. Self-Regulatory Organization's Statement on Burden on Competition

    In accordance with Section 6(b)(8) of the Act, the Exchange does 
not believe that the proposed rule change would 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 
discovery and transparency and enhancing order execution opportunities 
for all market participants. 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.'' \14\
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    \14\ See Reg NMS Adopting Release, supra note 11, at 37499.
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    Intramarket Competition. The proposed change is designed to attract 
additional order flow (particularly Customer posted interest and 
Professional Customer and Non-Customer liquidity-taking interest) to 
the Exchange. The Exchange believes that the proposed modification to 
Non-Penny Tier F and the new Take Fee Discount would incent OTP Holders 
to direct their Customer order flow and their take liquidity order flow 
from other market participants to the Exchange. Greater liquidity 
benefits all market participants on the Exchange and increased Customer 
order flow and Professional Customer and Non-Customer liquidity-taking 
interest would increase opportunities for execution of other trading 
interest. The proposed modifications to Non-Penny Tier F and the new 
Take Fee Discount would be available to all similarly-situated market 
participants that execute electronic Customer posted interest and 
Professional Customer and Non-Customer liquidity-taking interest, and, 
as such, 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 favor one 
of the 16 competing option exchanges if they deem fee levels at a 
particular venue to be excessive. In such an environment, the Exchange 
must continually adjust its

[[Page 36799]]

fees to remain competitive with other exchanges and to attract order 
flow to the Exchange. Based on publicly-available information, and 
excluding index-based options, no single exchange has more than 16% of 
the market share of executed volume of multiply-listed equity and ETF 
options trades.\15\ Therefore, currently no exchange possesses 
significant pricing power in the execution of multiply-listed equity & 
ETF options order flow. More specifically, in May 2021, the Exchange 
had less than 10% market share of executed volume of multiply-listed 
equity & ETF options trades.\16\
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    \15\ See supra note 12.
    \16\ Based on OCC data for monthly volume of equity-based 
options and monthly volume of ETF-based options, see id., the 
Exchange's market share in equity-based options decreased from 
11.17% for the month of May 2020 to 9.28% for the month of May 2021.
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    The Exchange believes that the proposed rule change reflects this 
competitive environment because it modifies the Exchange's fees and 
credits in a manner that is competitive and designed to incent OTP 
Holders to direct trading interest (particularly Customer posted 
interest and Professional Customer and Non-Customer liquidity-taking 
interest) to the Exchange, to provide liquidity and to attract order 
flow. To the extent that this purpose is achieved, all the Exchange's 
market participants should benefit from the improved market quality and 
increased opportunities for price improvement.
    The Exchange believes that the proposed change could promote 
competition between the Exchange and other execution venues as OTP 
Holders (and their affiliates) may direct their order flow to any of 
the 16 options exchanges, including those that offer similar pricing 
incentives and discounts. The Exchange also believes that the proposed 
change is designed to provide the public and investors with a Fee 
Schedule that is clear and consistent, thereby reducing burdens on the 
marketplace and facilitating investor protection.

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) \17\ of the Act and subparagraph (f)(2) of Rule 
19b-4 \18\ thereunder, because it establishes a due, fee, or other 
charge imposed by the Exchange.
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    \17\ 15 U.S.C. 78s(b)(3)(A).
    \18\ 17 CFR 240.19b-4(f)(2).
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    At any time within 60 days of the filing of such proposed rule 
change, the Commission summarily may temporarily suspend such rule 
change if it appears to the Commission that such action is necessary or 
appropriate in the public interest, for the protection of investors, or 
otherwise in furtherance of the purposes of the Act. If the Commission 
takes such action, the Commission shall institute proceedings under 
Section 19(b)(2)(B) \19\ of the Act to determine whether the proposed 
rule change should be approved or disapproved.
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    \19\ 15 U.S.C. 78s(b)(2)(B).
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IV. Solicitation of Comments

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

Electronic Comments

    <bullet> Use the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or
    <bullet> Send an email to <a href="/cdn-cgi/l/email-protection#e496918881c9878b8989818a9097a4978187ca838b92"><span class="__cf_email__" data-cfemail="82f0f7eee7afe1edefefe7ecf6f1c2f1e7e1ace5edf4">[email protected]</span></a>. Please include 
File Number SR-NYSEArca-2021-58 on the subject line.

Paper Comments

    <bullet> Send paper comments in triplicate to Secretary, Securities 
and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.

All submissions should refer to File Number SR-NYSEArca-2021-58. This 
file number should be included on the subject line if email is used. To 
help the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's internet website (http://www.sec.gov/rules/sro.shtml). 
Copies of the submission, all subsequent amendments, all written 
statements with respect to the proposed rule change that are filed with 
the Commission, and all written communications relating to the proposed 
rule change between the Commission and any person, other than those 
that may be withheld from the public in accordance with the provisions 
of 5 U.S.C. 552, will be available for website viewing and printing in 
the Commission's Public Reference Room, 100 F Street NE, Washington, DC 
20549 on official business days between the hours of 10:00 a.m. and 
3:00 p.m. Copies of the filing also will be available for inspection 
and copying at the principal office of the Exchange. All comments 
received will be posted without change. Persons submitting comments are 
cautioned that we do not redact or edit personal identifying 
information from comment submissions. You should submit only 
information that you wish to make available publicly. All submissions 
should refer to File Number SR-NYSEArca-2021-58, and should be 
submitted on or before August 3, 2021.
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    \20\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\20\
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-14794 Filed 7-12-21; 8:45 am]
BILLING CODE 8011-01-P


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