Federal Register / Vol. 86, No. 136 / Tuesday, July 20, 2021 / Notices 38375 

15NetCoalition v. SEC, 615 F.3d 525, 539 (DC Cir. 

2010) (quoting Securities Exchange Act Release No. 

59039 (December 2, 2008), 73 FR 74770, 74782–83 

(December 9, 2008) (SR–NYSEArca–2006–21)). 

16 15 U.S.C. 78s(b)(3)(A). 

17 17 CFR 240.19b–4(f). 

18 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. 

4An additional credit applies to ETP Holders and 

Market Makers affiliated with LMMs that provide 

displayed liquidity to the Book based on the 

number of Less Active ETP Securities in which the 

LMM is registered as the LMM. See LMM 

Continued 

dealers’. . . .’’.15 Accordingly, the 

Exchange does not believe its proposed 

fee changes imposes any burden on 

competition that is not necessary or 

appropriate in furtherance of the 

purposes of the Act. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

The Exchange neither solicited nor 

received comments on the proposed 

rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The foregoing rule change has become 

effective pursuant to Section 19(b)(3)(A) 

of the Act 16 and paragraph (f) of Rule 

19b–4 17 thereunder. At any time within 

60 days of the filing of the 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 will institute proceedings 

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– 

CboeBZX–2021–048 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–CboeBZX–2021–048. 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–CboeBZX–2021–048 and 

should be submitted on or before 

August 10, 2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.18

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–15341 Filed 7–19–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–92400; File No. SR– 

NYSEARCA–2021–60] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change To Amend the NYSE Arca 

Equities Fees and Charges 

July 14, 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. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to amend the 

NYSE Arca Equities Fees and Charges 

(‘‘Fee Schedule’’) to (1) eliminate an 

alternative credit applicable under Tier 

2 pricing tier, and (2) eliminate the 

Tracking Order Tier 1 and Tracking 

Order Tier 2 pricing tiers. The Exchange 

proposes to implement the fee changes 

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 Exchange proposes to amend the 

Fee Schedule to (1) eliminate an 

alternative credit applicable under Tier 

2 pricing tier, and (2) eliminate the 

Tracking Order Tier 1 and Tracking 

Order Tier 2 pricing tiers. The Exchange 

proposes to implement the fee changes 

effective July 1, 2021. 

Currently, a Tier 2 credit of $0.0029 

per share for orders in Tape A and Tape 

C Securities that provide liquidity to the 

Book, and a credit of $0.0022 per share 

for orders in Tape B Securities 4 that 


khammond on DSKJM1Z7X2PROD with NOTICES
38376 Federal Register / Vol. 86, No. 136 / Tuesday, July 20, 2021 / Notices 

Transaction Fees and Credits on the Fee Schedule 

for the applicable tiered credits. 

5All references to ETP Holders in connection 

with this proposed fee change include Market 

Makers. 

6To qualify for Tier 2, ETP Holders and Market 

Makers must provide liquidity an average daily 

share volume per month of 0.30% or more, but less 

than 0.70% of the US CADV or (a) provide liquidity 

an average daily share volume per month of 0.25% 

or more, but less than 0.70% of the US CADV, (b) 

execute removing volume in Tape B Securities 

equal to at least 0.40% of US Tape B CADV, and 

(c) are affiliated with an OTP Holder or OTP Firm 

that provides an ADV of electronic posted Customer 

and Professional Customer executions in all issues 

on NYSE Arca Options (excluding mini options) of 

at least 0.25% of total Customer equity and ETF 

option ADV as reported by OCC. See Tier 2, Fee 

Schedule. 

7See Securities Exchange Act Release No. 85888 

(May 17, 2019), 84 FR 23821 (May 23, 2019) (SR– 

NYSEArca–2019–37). 

8See NYSE Arca Rule 7.31–E(d)(4). A Tracking 

Order is an order to buy (sell) with a limit price that 

is not displayed, does not route, must be entered 

in round lots and designated Day, and trades only 

with an order to sell (buy) that is eligible to route. 

9See Securities Exchange Act Release No. 60944 

(November 5, 2009), 74 FR 58668 (November 13, 

2009) (SR–NYSEArca–2009–99). See also Securities 

Exchange Act Release No. 66379 (February 10, 

2012), 77 FR 9277 (February 16, 2012) (SR– 

NYSEArca–2012–11). 

10See Securities Exchange Act Release No. 66568 

(March 9, 2012), 77 FR 15819 (March 16, 2012) (SR– 

NYSEArca–2012–17). 

11 15 U.S.C. 78f(b). 

12 15 U.S.C. 78f(b)(4) and (5). 

provide liquidity to the Book, applies to 

ETP Holders 5 that either (1) provide 

liquidity an average daily share volume 

per month of 0.30% or more, but less 

than 0.70% of the US CADV or (2) 

provide liquidity of 0.10% of more of 

the US CADV per month, and are 

affiliated with an OTP Holder or OTP 

Firm that provides an ADV of electronic 

posted Customer and Professional 

Customer executions in all issues on 

NYSE Arca Options (excluding mini 

options) of at least 1.50% of total 

Customer equity and ETF option ADV 

as reported by The Options Clearing 

Corporation (‘‘OCC’’). In May 2019, the 

Exchange adopted a higher credit of 

$0.0031 per share for orders that 

provide liquidity in Tape A and Tape C 

Securities, and $0.0024 per share for 

orders that provide liquidity in Tape B 

Securities. The higher credit is 

applicable for orders that provide 

displayed liquidity to the Book for ETP 

Holders and Market Makers that meet 

the requirements of Tier 2 6 and, for the 

billing month, (1) execute providing 

volume equal to at least 0.30% of US 

CADV, (2) execute removing volume 

equal to at least 0.285% of US CADV, 

and (3) execute Market-On-Close and 

Limit-On-Close Orders executed in a 

Closing Auction of at least 0.075% of 

US CADV.7

The Exchange proposes to eliminate 

the higher credit of $0.0031 per share 

for orders that provide liquidity in Tape 

A and Tape C Securities, and $0.0024 

per share for orders that provide 

liquidity in Tape B Securities and 

remove it from the Fee Schedule. The 

Exchange has observed that not a single 

ETP Holder has qualified for the higher 

credit over the last six months. Given 

that the higher credit adopted by the 

Exchange has not served to 

meaningfully increase activity on the 

Exchange, the Exchange has determined 

to eliminate it from the Fee Schedule. 

The Exchange is not proposing any 

other change to the Tier 2 pricing tier. 

Additionally, the Exchange proposes 

to eliminate the Tracking Order Tier 1 

and Tracking Order Tier 2 pricing tiers. 

The Exchange adopted volume-based 

tiers applicable to Tracking Orders 8 in 

2009 in order to incentivize the use of 

this order type and attract liquidity to 

the Exchange.9 Currently, Tracking 

Order Tier 1 currently offers ETP 

Holders a credit of $0.0015 per share for 

Tracking Orders that result in 

executions on the Exchange with an 

average daily share volume per month 

greater than or equal to 10 million 

shares. Additionally, Tracking Order 

Tier 2 currently offers ETP Holders a 

credit of $0.0012 per share for Tracking 

Orders that result in executions on the 

Exchange with an average daily share 

volume per month between 5 million 

shares and 9,999,999 shares. Finally, 

Tracking Order Tier 3 currently offers 

ETP Holders a credit of $0.001 per share 

for Tracking Orders that result in 

executions on the Exchange with an 

average daily share volume per month 

between 1 million shares and 4,999,999 

shares.10

No ETP Holder has qualified for the 

Tracking Order Tier 1 and Tracking 

Order Tier 2 pricing tiers in the last six 

months. Given that the pricing 

incentives offered under these tiers have 

not served to meaningfully increase 

activity on the Exchange or attract order 

flow in any meaningful way, the 

Exchange proposes to eliminate the 

Tracking Order Tier 1 and Tracking 

Order Tier 2 pricing tiers and remove 

them from the Fee Schedule. Given that 

the Tracking Order functionality 

continues to be available on the 

Exchange, the Exchange proposes to 

retain Tracking Order Tier 3, which 

provides the minimum level of credit 

for the use of Tracking Orders on the 

Exchange. The Exchange also proposes 

to amend the volume requirement 

applicable to current Tracking Order 

Tier 3 so that the $0.001 per share credit 

would be applicable for Tracking Orders 

that result in executions on the 

Exchange with an average daily volume 

per month of at least 1 million shares. 

Finally, with the proposed elimination 

of Tracking Order Tier 1 and Tracking 

Order Tier 2 pricing tiers, the Exchange 

proposes to rename current Tracking 

Order Tier 3 as Tracking Order Tier 1. 

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,11 in general, and 

furthers the objectives of Sections 

6(b)(4) and(5) of the Act,12 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 Exchange believes that the 

proposed rule change to eliminate the 

Tier 2 credit of $0.0031 per share for 

orders that provide liquidity in Tape A 

and Tape C Securities, and $0.0024 per 

share for orders that provide liquidity in 

Tape B Securities, and eliminate the 

Tracking Order Tier 1 and Tracking 

Order Tier 2 pricing tiers is reasonable 

because each of the pricing tiers that are 

the subject of this proposed rule change 

have been underutilized and have 

generally not incentivized ETP Holders 

to bring liquidity and increase trading 

on the Exchange. In the last six months, 

no ETP Holder has availed itself of the 

higher Tier 2 credit. Similarly, no ETP 

Holder has qualified for Tracking Order 

Tier 1 and Tracking Order Tier 2 pricing 

tiers in the last six months. The 

Exchange does not anticipate any ETP 

Holder in the near future to qualify for 

any of the tiers that are the subject of 

this proposed rule change. 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 Fee Schedule. The 

Exchange further believes that removing 

reference to the pricing tiers that the 

Exchange proposes to eliminate from 

the Fee Schedule would also add clarity 

to the Fee Schedule. The Exchange 

believes that eliminating requirements 

and credits, and even entire pricing 

tiers, from the Fee Schedule when such 

incentives become ineffective is 

equitable and not unfairly 


khammond on DSKJM1Z7X2PROD with NOTICES
Federal Register / Vol. 86, No. 136 / Tuesday, July 20, 2021 / Notices 38377 

13 15 U.S.C. 78f(b)(8). 

14 15 U.S.C. 78s(b)(3)(A). 

15 17 CFR 240.19b–4(f)(2). 

16 15 U.S.C. 78s(b)(2)(B). 

17 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

discriminatory because the 

requirements, and credits, and even 

entire pricing tiers, would be eliminated 

in their entirety and would no longer be 

available to any ETP Holder. 

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,13 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. 

Intramarket Competition. The 

Exchange’s proposal to eliminate certain 

requirements and credits, and pricing 

tiers in their entirety, will not place any 

undue burden on intramarket 

competition that is not necessary or 

appropriate in furtherance of the 

purposes of the Act given that not a 

single ETP Holder has qualified for any 

of the credits under the pricing tiers that 

are the subject of this proposed rule 

change in the past six months. To the 

extent the proposed rule change places 

a burden on competition, any such 

burden would be outweighed by the fact 

that none of the pricing tiers proposed 

for deletion have served their intended 

purpose of incentivizing ETP Holders to 

more broadly participate on the 

Exchange. Moreover, ETP Holders can 

choose to trade on other venues to the 

extent they believe that the credits 

provided are too low or the qualification 

criteria are not attractive. 

Intermarket Competition. The 

Exchange believes the proposed rule 

change does not impose any burden on 

intermarket competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. The 

Exchange operates in a highly 

competitive market in which market 

participants can readily choose to send 

their orders to other exchanges and offexchange venues if they deem fee levels 

at those other venues to be more 

favorable. Market share statistics 

provide ample evidence that price 

competition between exchanges is 

fierce, with liquidity and market share 

moving freely from one execution venue 

to another in reaction to pricing 

changes. 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 this proposed fee 

change would 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) 14 of the Act and 

subparagraph (f)(2) of Rule 19b–4 15

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) 16 of the Act to 

determine whether the proposed rule 

change should be approved or 

disapproved. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s internet 

comment form (http://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

NYSEARCA–2021–60 on the subject 

line. 

Paper Comments 

• Send paper comments in triplicate 

to: Secretary, Securities and Exchange 

Commission, 100 F Street NE, 

Washington, DC 20549–1090. 

All submissions should refer to File 

Number SR–NYSEARCA–2021–60. 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–2021–60 and 

should be submitted on or before 

August 10, 2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.17

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–15335 Filed 7–19–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–92404; File No. SR–Phlx– 

2021–41] 

Self-Regulatory Organizations; Nasdaq 

PHLX LLC; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change To Amend Various Phlx 

Rules 

July 14, 2021. 

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

Securities Exchange Act of 1934 

(‘‘Act’’),1 and Rule 19b–4 thereunder,2

notice is hereby given that on July 13, 

2021, Nasdaq PHLX LLC (‘‘Phlx’’ or 

‘‘Exchange’’) filed with the Securities 


khammond on DSKJM1Z7X2PROD with NOTICES