[Federal Register Volume 86, Number 174 (Monday, September 13, 2021)]
[Notices]
[Pages 50922-50926]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2021-19610]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-92882; File No. SR-NYSEArca-2021-74]


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

September 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 August 23, 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 amend the NYSE Arca Equities Fees and 
Charges (``Fee Schedule'') to eliminate the per share credit associated 
with certain Retail Orders that add and remove liquidity. The Exchange 
proposes to implement the fee change effective August 23, 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.

[[Page 50923]]

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 eliminate the 
per share credit associated with certain Retail Orders \4\ that add and 
remove liquidity. The Exchange proposes to implement the fee change 
effective August 23, 2021.\5\
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    \4\ A Retail Order is an agency order 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 to price 
or side of market and the order does not originate from a trading 
algorithm or any other computerized methodology. See Securities 
Exchange Act Release No. 67540 (July 30, 2012), 77 FR 46539 (August 
3, 2012) (SR-NYSEArca-2012-77).
    \5\ The Exchange originally filed to amend the Fee Schedule on 
August 9, 2021 (SR-NYSEArca-2021-72). SR-NYSEArca-2021-72 was 
subsequently withdrawn and replaced by this filing.
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Background
    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.'' \6\
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    \6\ See 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'').
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    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.'' \7\ Indeed, equity trading is currently dispersed across 
16 exchanges,\8\ numerous alternative trading systems,\9\ 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.\10\ Therefore, no exchange possesses 
significant pricing power in the execution of equity order flow. More 
specifically, the Exchange currently has less than 10% market share of 
executed volume of equities trading.\11\
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    \7\ See Securities Exchange Act Release No. 61358, 75 FR 3594, 
3597 (January 21, 2010) (File No. S7-02-10) (Concept Release on 
Equity Market Structure).
    \8\ See 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/divisionsmarketregmrexchangesshtml.html.
    \9\ See 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.
    \10\ See Cboe Global Markets U.S. Equities Market Volume 
Summary, available at http://markets.cboe.com/us/equities/market_share/.
    \11\ See id.
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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 
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 non-exchange venues 
to which a 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 that 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.
    To respond to this competitive environment, the Exchange has 
established Retail Order Step-Up tiers,\12\ which are designed to 
provide an incentive for ETP Holders to route Retail Orders to the 
Exchange by providing higher credits for adding liquidity correlated to 
an ETP Holder's higher trading volume in Retail Orders on the Exchange. 
Under the Retail Order Step-Up Tiers, ETP Holders also do not pay a fee 
when such Retail Orders have a time-in-force of Day and remove 
liquidity from the Exchange.
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    \12\ See Retail Order Tier, Retail Order Step-Up Tier 1, Retail 
Order Step-Up Tier 2 and Retail Order Step-Up Tier 3 on the Fee 
Schedule.
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Proposed Rule Change
    The Exchange proposes to eliminate the per share credit associated 
with the execution of orders that are internalized.\13\ An internalized 
retail order execution is a trade where two Retail Orders that trade 
against each other share the same Market Participant Identifier 
(``MPID''). Under the proposal, for Retail Orders that are 
internalized, the Exchange would not provide the current rebate and 
would continue to not charge a fee for orders that qualify for the 
Retail Order Step-Up Tier 1, Retail Order Step-Up Tier 2 and Retail 
Order Step-Up Tier 3 pricing tiers. More specifically, the Exchange 
proposes to not charge a fee or pay a credit for Retail Orders where 
each side of the executed order (1) shares the same MPID and (2) is a 
Retail Order with a time-in-force of Day. The proposed rule change 
would not create new means of submitting orders to the Exchange nor 
would it permit ETP Holders to circumvent the Exchange's order priority 
rules. The Exchange's priority rules would continue to apply as they 
currently do with respect to the execution of Retail Orders that are 
the subject of this proposed rule change.
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    \13\ This occurs when two orders presented to the Exchange from 
the same ETP Holder (i.e., MPID) are presented separately and not in 
a paired manner, but nonetheless inadvertently match with one 
another.
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    Under the Retail Order Step-Up Tier 1 pricing tier, such orders 
currently receive a credit of $0.0038 per share for adding liquidity 
and do not pay a fee for removing liquidity. Under the Retail Order 
Step-Up Tier 2 pricing tier, such orders currently receive a credit of 
$0.0035 per share for adding liquidity and do not pay a fee for 
removing liquidity. Lastly, under the Retail Order Step-Up Tier 3 
pricing tier, such orders currently receive a credit of $0.0036 per 
share for adding liquidity and do not pay a fee for removing liquidity. 
When both sides of an execution are not Retail Orders or do not share 
the same MPID, the Exchange will continue to not charge a fee for 
removing liquidity and will continue to provide the credits noted 
above. The proposed rule change would not impact orders that qualify 
for the Retail Order pricing tier that are internalized. Such orders 
would continue to receive a credit of $0.0033 per share for providing 
liquidity and would continue to pay a fee of $0.0030 per share for 
removing liquidity.\14\
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    \14\ Under Tier 1, Tier 2 and Tier 3 pricing tiers, such orders 
would pay a fee of $0.0029 per share in Tape B securities. See Fee 
Schedule.
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    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.

[[Page 50924]]

2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Act,\15\ in general, and furthers the 
objectives of Sections 6(b)(4) and (5) of the Act,\16\ 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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    \15\ 15 U.S.C. 78f(b).
    \16\ 15 U.S.C. 78f(b)(4) and (5).
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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.'' \17\
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    \17\ See Securities Exchange Act Release No. 51808 (June 9, 
2005), 70 FR 37496, 37499 (June 29, 2005).
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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 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 reasonably 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.
    In particular, the Exchange believes that the proposed elimination 
of credits is reasonable because the Exchange has determined to no 
longer provide credits for Retail Orders that are internalized. With 
this proposed rule change, the Exchange is eliminating credits only for 
a subset of Retail Orders, i.e., orders that are internalized. The 
Exchange currently provides credits for Retail Orders that provide 
liquidity that other market participants can interact with. Retail 
Orders that are internalized, on the other hand, do not share that 
characteristic and therefore, the Exchange has determined not to 
provide credits for such orders. The Exchange notes that market 
participants are free to shift their order flow to competing venues if 
they believe other markets offer more favorable fees and credits. 
Additionally, the proposed rule change would apply only to a subset of 
Retail Orders directed to the Exchange by ETP Holders, i.e., those that 
share the same MPID and that add and remove retail liquidity. All other 
Retail Orders would continue to be subject to current fees and credits.
    The Exchange believes it is reasonable to no longer provide credits 
for certain types of orders transacted on the Exchange because the 
Exchange is not required to provide such credits. As noted above, the 
Exchange believes that it is reasonable to eliminate credits for Retail 
Orders that are internalized because the pricing incentive currently in 
place is intended to attract liquidity that other market participants 
can interact with. The Exchange is not required to provide credits for 
activity that it believes does not accrue liquidity on the Exchange for 
the benefit of other market participants. The Exchange notes that other 
markets have utilized a similar basis for eliminating rebates. In 
particular, Cboe BZX Exchange, Inc. (``BZX'') recently eliminated the 
rebate applied to orders in securities priced below $1.00 because, as 
BZX noted, it ``no longer wishes to, nor is it required to, provide 
such a rebate.'' \18\
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    \18\ See Securities Exchange Act Release No. 92013 (May 25, 
2021), 86 FR 29312 (June 1, 2021) (SR-CboeBZX-2021-040).
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    The Exchange believes that, despite the removal of the credits, ETP 
Holders may continue to direct orders to the Exchange that may 
otherwise be internalized off-exchange, which would contribute to a 
deeper, more liquid market and provide even more execution 
opportunities for market participants.
The Proposed Fee Change Is an Equitable Allocation of Fees and Credits
    The Exchange believes the proposal is an equitable allocation of 
fees among its market participants because all ETP Holders that 
participate on the Exchange will be able to internalize their Retail 
Orders on the Exchange at no cost, i.e., they would not receive any 
credit or pay any fee for the execution of Retail Orders that are 
internalized. Notwithstanding the elimination of credits for Retail 
Orders that are internalized under Retail Order Step-Up Tiers 1-3, the 
Exchange believes it would continue to be an attractive venue for ETP 
Holders because they would still be able to execute Retail Orders that 
are internalized at no cost. However, without having a view of ETP 
Holders' activity on other markets and off-exchange venues, the 
Exchange has no way of knowing whether the Exchange's current fee 
structure would result in any ETP Holder sending their Retail Orders to 
the Exchange. The Exchange believes that its fee structure for Retail 
Orders that are not internalized should incentivize ETP Holders to 
continue to send such 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 further notes that the market for attracting Retail 
Orders remains competitive. For example, until recently, CBOE EDGX 
Equities, Inc. (``EDGX'') charged its members an internalization fee of 
$0.00050 per share for orders, including Retail Orders, that add 
liquidity and a fee of $0.00050 per share for orders, including Retail 
Orders, that remove liquidity if such members did not have an adding 
ADV of 10,000,000 shares.\19\ As a result of the recent EDGX fee 
change, EDGX now pays a rebate for Retail Orders that ranges between 
$0.0032 per share and $0.0037 per share. The Exchange believes that its 
fee structure for Retail Orders that are not internalized or do not 
qualify for Retail Order Step-Up Tiers 1-3 should continue to 
incentivize ETP Holders to send such orders to the Exchange. 
Specifically, under the Exchange's step up tiers for Retail Orders, ETP 
Holders can receive more favorable credits that range between $0.0035 
per share and $0.0038 per share.
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    \19\ See Securities Exchange Act Release No. 92445 (July 20, 
2021), 86 FR 40097 (July 26, 2021) (SR-CboeEDGX-2021-033).
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    The Exchange believes the proposed change is equitable and not 
unfairly discriminatory because ETP Holders would continue to not pay 
any fees for Retail Orders that are internalized. Further, the Exchange 
believes the proposed change is equitable and not unfairly 
discriminatory because it would apply equally to all ETP Holders. 
Notwithstanding the elimination of credits for Retail Orders that are 
internalized under the Retail Order Step-Up Tiers 1-3, the Exchange 
believes that its current fee structure,

[[Page 50925]]

which provides rebates for Retail Orders when such orders provide 
liquidity and interact with other participants, should provide a 
sufficient incentive for ETP Holders to direct their Retail Orders to 
the Exchange.
    The Exchange believes that the proposed rule change is equitable 
because maintaining the proportion of Retail Orders in exchange-listed 
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. The Exchange also believes that nothing about its 
proposed pricing model for Retail Orders that are internalized is 
inherently unfair; instead, it is a rational pricing model that was 
employed by one of the Exchange's competitors for many years.\20\ 
Despite the elimination of the credits, the Exchange believes its fee 
structure incentivizes retail trading on a transparent market, thus 
enhances price discovery and improves the overall quality of the equity 
markets. In the prevailing competitive environment, ETP Holders are 
free to disfavor the Exchange's pricing if they believe that 
alternatives offer them better value.
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    \20\ See e.g., Securities Exchange Act Release No. 667662 (April 
6, 2012), 77 FR 22053 (April 12, 2021) (SR-EDGX-2012-12). See also 
supra, note 19.
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    The Exchange believes that the proposed change is not unfairly 
discriminatory because it would apply to all ETP Holders on an equal 
and non-discriminatory basis. All ETP Holders on the Exchange that 
qualify for the Retail Order Step Up Tiers 1-3 whose Retail Orders are 
internalized would no longer receive credits and would continue to not 
pay a fee. The Exchange also notes that the proposed rule change will 
not adversely impact any ETP Holder's ability to qualify for other 
reduced fee or enhanced rebate tiers. Lastly, the submission of Retail 
Orders is optional for ETP Holders in that they could choose whether to 
submit Retail Orders and, if they do, the extent of its 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,\21\ the Exchange 
believes that the proposed rule change would not impose any burden on 
competition that is not necessary or appropriate in furtherance of the 
purposes of the Act. Instead, as discussed above, the Exchange believes 
that, despite the elimination of credits for Retail Orders that are 
internalized under the Retail Order Step Up Tiers 1-3, the resulting 
fee structure would continue to incentivize the submission of Retail 
Orders to a public exchange, thereby 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 competition among orders, which 
promotes ``more efficient pricing of individual stocks for all types of 
orders, large and small.'' \22\
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    \21\ 15 U.S.C. 78f(b)(8).
    \22\ See Securities Exchange Act Release No. 51808, 70 FR 37495, 
37498-99 (June 29, 2005) (S7-10-04) (Final Rule).
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    Intramarket Competition. The Exchange believes the proposed rule 
change does not impose any burden on intramarket competition that is 
not necessary or appropriate in furtherance of the purposes of the Act. 
Particularly, the proposed change applies to all ETP Holders equally in 
that all ETP Holders would be able to internalize Retail Orders on the 
Exchange at no cost, i.e., they would receive no credit or pay any fee. 
The Exchange believes that the resulting fee structure would continue 
to incentivize market participants to submit Retail Orders that are 
internalized for execution on a public and transparent market rather 
than on an off-exchange venue because ETP Holders would be able to 
transact such orders at no cost. Greater liquidity benefits all market 
participants on the Exchange by providing more trading opportunities 
and encourages ETP Holders to send orders, thereby contributing to 
robust levels of liquidity, which benefits all market participants. The 
elimination of credits for Retail Orders that are internalized under 
the Retail Order Step Up Tiers 1-3 would impact all similarly-situated 
ETP Holders on an equal basis, and, as such, the proposed change would 
not impose a disparate burden on competition among market participants 
on the Exchange.
    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 off-exchange venues if they deem fee levels at those other venues 
to be more favorable. As noted above, the Exchange's market share of 
intraday trading (i.e., excluding auctions) is currently less than 10%. 
In such an environment, the Exchange must continually adjust its fees 
and rebates 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 
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) \23\ of the Act and subparagraph (f)(2) of Rule 
19b-4 \24\ thereunder, because it establishes a due, fee, or other 
charge imposed by the Exchange.
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    \23\ 15 U.S.C. 78s(b)(3)(A).
    \24\ 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) \25\ of the Act to determine whether the proposed 
rule change should be approved or disapproved.
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    \25\ 15 U.S.C. 78s(b)(2)(B).

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[[Page 50926]]

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#6614130a034b05090b0b030812152615030548010910"><span class="__cf_email__" data-cfemail="0173746d642c626e6c6c646f7572417264622f666e77">[email protected]</span></a>. Please include 
File No. SR-NYSEArca-2021-74 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 No. NYSEArca-2021-74. 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 No. NYSEArca-2021-74, and should be submitted on 
or before October 4, 2021.
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    \26\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\26\
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-19610 Filed 9-10-21; 8:45 am]
BILLING CODE 8011-01-P


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