Federal Register / Vol. 86, No. 103 / Tuesday, June 1, 2021 / Notices 29305 

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

2 17 CFR 240.19b–4. 

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

4 17 CFR 240.19b–4(f)(6). 

Day Event/activity 

20 ......................................... U.S. Nuclear Regulatory Commission (NRC) staff informs the requestor of the staff’s determination whether the 

request for access provides a reasonable basis to believe standing can be established and shows (1) need for 

SUNSI or (2) need to know for SGI. (For SUNSI, NRC staff also informs any party to the proceeding whose interest independent of the proceeding would be harmed by the release of the information.) If NRC staff makes 

the finding of need for SUNSI and likelihood of standing, NRC staff begins document processing (preparation 

of redactions or review of redacted documents). If NRC staff makes the finding of need to know for SGI and 

likelihood of standing, NRC staff begins background check (including fingerprinting for a criminal history records 

check), information processing (preparation of redactions or review of redacted documents), and readiness inspections. 

25 ......................................... If NRC staff finds no ‘‘need,’’ no ‘‘need to know,’’ or no likelihood of standing, the deadline for requestor/petitioner 

to file a motion seeking a ruling to reverse the NRC staff’s denial of access; NRC staff files copy of access determination with the presiding officer (or Chief Administrative Judge or other designated officer, as appropriate). 

If NRC staff finds ‘‘need’’ for SUNSI, the deadline for any party to the proceeding whose interest independent 

of the proceeding would be harmed by the release of the information to file a motion seeking a ruling to reverse the NRC staff’s grant of access. 

30 ......................................... Deadline for NRC staff reply to motions to reverse NRC staff determination(s). 

40 ......................................... (Receipt +30) If NRC staff finds standing and need for SUNSI, deadline for NRC staff to complete information 

processing and file motion for Protective Order and draft Non-Disclosure Affidavit. Deadline for applicant/licensee to file Non-Disclosure Agreement for SUNSI. 

190 ....................................... (Receipt +180) If NRC staff finds standing, need to know for SGI, and trustworthiness and reliability, deadline for 

NRC staff to file motion for Protective Order and draft Non-disclosure Affidavit (or to make a determination that 

the proposed recipient of SGI is not trustworthy or reliable). Note: Before the Office of Administration makes a 

final adverse determination regarding access to SGI, the proposed recipient must be provided an opportunity to 

correct or explain information. 

205 ....................................... Deadline for petitioner to seek reversal of a final adverse NRC staff trustworthiness or reliability determination 

under 10 CFR 2.336(f)(1)(iv). 

A ........................................... If access granted: Issuance of a decision by a presiding officer or other designated officer on motion for protective order for access to sensitive information (including schedule for providing access and submission of contentions) or decision reversing a final adverse determination by the NRC staff. 

A + 3 ..................................... Deadline for filing executed Non-Disclosure Affidavits. Access provided to SUNSI and/or SGI consistent with decision issuing the protective order. 

A + 28 ................................... Deadline for submission of contentions whose development depends upon access to SUNSI and/or SGI. However, if more than 25 days remain between the petitioner’s receipt of (or access to) the information and the 

deadline for filing all other contentions (as established in the notice of opportunity to request a hearing and petition for leave to intervene), the petitioner may file its SUNSI or SGI contentions by that later deadline. 

A + 53 ................................... (Contention receipt +25) Answers to contentions whose development depends upon access to SUNSI and/or 

SGI. 

A + 60 ................................... (Answer receipt +7) Petitioner/Intervenor reply to answers. 

>A + 60 ................................ Decision on contention admission. 

[FR Doc. 2021–11286 Filed 5–28–21; 8:45 am] 

BILLING CODE 7590–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–92015; File No. SR– 

CboeBZX–2021–041] 

Self-Regulatory Organizations; Cboe 

BZX Exchange, Inc.; Notice of Filing 

and Immediate Effectiveness of a 

Proposed Rule Change To Define the 

Terms ‘‘Derivative Security’’ and ‘‘UTP 

Derivative Security’’ and Amend 

Certain Related Rules 

May 25, 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 May 19, 

2021, Cboe BZX Exchange, Inc. 

(‘‘Exchange’’) filed with the Securities 

and Exchange Commission 

(‘‘Commission’’) the proposed rule 

change as described in Items I and II 

below, which Items have been prepared 

by the Exchange. The Exchange filed the 

proposal as a ‘‘non-controversial’’ 

proposed rule change pursuant to 

Section 19(b)(3)(A)(iii) of the Act 3 and 

Rule 19b–4(f)(6) thereunder.4 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 

Cboe BZX Exchange, Inc. (the 

‘‘Exchange’’ or ‘‘BZX’’) is filing with the 

Securities and Exchange Commission 

(‘‘Commission’’) a proposed amendment 

to define the terms ‘‘Derivative 

Security’’ and ‘‘UTP Derivative 

Security’’ in Exchange Rule 1.5. 

Additionally, the Exchange proposes to 

make certain amendments to Rules 3.21 

and 14.11 to both simplify and clarify 

the Exchange’s rules as they pertain to 

UTP Derivative Securities. The text of 

the proposed rule change is provided in 

Exhibit 5. 

The text of the proposed rule change 

is also available on the Exchange’s 

website (http://markets.cboe.com/us/ 

equities/regulation/rule_filings/bzx/), at 

the Exchange’s Office of the Secretary, 

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 

Exchange 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 these 

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 aspects of such 

statements. 


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29306 Federal Register / Vol. 86, No. 103 / Tuesday, June 1, 2021 / Notices 

5See Rule 14.11(j) and proposed amendments to 

Rule 1.5(ee). 

6For inclusiveness, all Derivative Securities that 

are subject to unlisted trading privileges have been 

identified in the list of proposed UTP Derivative 

Securities. 7 17 CFR 240.12f–2. 

8See Securities Exchange Act No. 83289 (May 17, 

2018) 83 FR 23968 (May 23, 2018) (SR–NYSENAT– 

2018–02). See also Securities Exchange Act No. 

84546 (November 7, 2018) 83 FR 56888 (November 

14, 2018) (SR–BX–2018–051). 

9 15 U.S.C. 78f(b)(5). 

10 Id. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

As part of this proposal, the Exchange 

proposes to (1) adopt a new definition 

for Derivative Security under proposed 

Rule 1.5(dd); (2) move the definition of 

unlisted trading privileges (‘‘UTP’’) 

Derivative Security 5 from Rule 14.11(j) 

to Exchange Rule 1.5(ee); and (3) amend 

Exchange Rule 14.11(j) applicable to 

UTP Derivative Securities. The 

Exchange also proposes to make 

ministerial changes to update 

numbering, lettering, Rule references, 

and provide clarifying text to Rules 1.5, 

3.21, and 14.11. As discussed in further 

detail below, all of the proposed 

substantive changes are substantially 

similar to other exchange rules. 

(1) Proposal To Define Derivative 

Security in Exchange Rule 1.5(dd) and 

UTP Derivative Security in Exchange 

Rule 1.5(ee) 

The Exchange proposes to define 

‘‘Derivative Security’’ in proposed Rule 

1.5(dd) and amend existing Rule 1.5(ee) 

to include the definition of ‘‘UTP 

Derivative Security’’. ‘‘Derivative 

Security’’ would be a new definition 

and would mean a security that meets 

the definition of ‘‘new derivative 

securities product’’ in Rule 19b–4(e) 

under the Act. ‘‘UTP Derivative 

Security’’ would refer to any one of a 

list of Derivative Securities that trades 

on the Exchange pursuant to unlisted 

trading privileges. The list of proposed 

Derivative Securities that may meet the 

definition of UTP Derivative Security 

are as follows: Equity Linked Notes; 

Index Fund Shares listed pursuant to 

Exchange Rule 14.11(c) or Nasdaq Stock 

Market LLC (‘‘Nasdaq’’) Rule 5705(b) 

and Investment Company Units listed 

pursuant to NYSE Arca, Inc. (‘‘NYSE 

Arca’’) Rule 5.2–E(j)(3); Index-Linked 

Exchangeable Notes; Equity Gold 

Shares; Equity Index-Linked Securities; 

Commodity-Linked Securities; 

Currency-Linked Securities; Fixed 

Income Index-Linked Securities; 

Futures-Linked Securities; Multifactor 

Index-Linked Securities; Trust 

Certificates; Currency and Index 

Warrants; Portfolio Depository Receipts; 

Trust Issued Receipts; CommodityBased Trust Shares; Currency Trust 

Shares; Commodity Index Trust Shares; 

Commodity Futures Trust Shares; 

Partnership Units; Paired Trust Shares; 

Trust Units; Managed Fund Shares; 

Managed Trust Securities; Managed 

Portfolio Shares; Tracking Fund Shares 

listed pursuant to Exchange Rule 

14.11(m), Active Proxy Portfolio Shares 

listed pursuant to NYSE Arca Rule 

8.601–E, and Proxy Portfolio Shares 

listed pursuant to Nasdaq Stock Market 

LLC Rule 5750; Selected Equity-linked 

Debt Securities (‘‘SEEDS’’); and 

Exchange-Traded Fund Shares.6 The 

proposal is substantially similar to 

NYSE National, Inc. (‘‘NYSE National’’) 

Rule 1.1(m), but the list of Derivative 

Securities that may be UTP Derivative 

Securities includes two additional 

Derivative Securities, SEEDS and 

Exchange-Traded Fund Shares. While 

SEEDS and Exchange-Traded Fund 

Shares are not included in NYSE 

National Rule 1.1(m), they are 

Derivative Securities set forth not only 

in Exchange Rules 14.11(e)(12) and 

14.11(l), respectively, but also in section 

5700 of the Nasdaq Rules. 

The Exchange also proposes to reletter existing Rules 1.5(dd) through (ee) 

to allow for the addition of proposed 

Rule 1.5(dd). Further, the Exchange 

proposes to amend Rule 3.21 to 

reference the proposed definition of 

UTP Derivative Securities in Rule 

1.5(ee). 

(2) Proposal To Amend the Exchange’s 

Rule Applicable to UTP Derivative 

Securities 

First, the Exchange proposes to rename Rule 14.11(j) to ‘‘UTP Derivative 

Securities’’ so that it is consistent with 

the proposed definition set forth in Rule 

1.5(ee). The Exchange also proposes to 

amend the preamble to Rule 14.11(j) to 

refer to the defined term UTP Derivative 

Security, as proposed in Exchange Rule 

1.5(ee). 

The Exchange also proposes to 

eliminate existing Rule 14.11(j)(1), 

which provides that the Exchange shall 

file with the Commission a Form 19b– 

4(e) with respect to each UTP Derivative 

Security. The Exchange believes that it 

should not be necessary to file a Form 

19b–4(e) with the Commission if it 

begins trading a UTP Derivative 

Security because Rule 19b–4(e) under 

the Act refers to the ‘‘listing and 

trading’’ of a ‘‘new derivative securities 

product’’. The Exchange believes that 

the requirements of Rule 19b–4(e) refer 

to when an exchange lists and trades a 

Derivative Security, and not when an 

exchange seeks only to trade such 

product on a UTP basis pursuant to Rule 

12f–2 under the Act.7 The proposal is 

substantially identical to rule 

amendments made by other exchanges.8

The Exchange proposes to amend 

proposed Rule 14.11(j)(1) to replace the 

term ‘‘new derivative securities 

product’’ with the defined term 

‘‘Derivative Security’’ as provided in 

proposed Rule 1.5(dd). Additionally, the 

Exchange proposes to clarify that the 

Early Trading Session is from 7:00 a.m. 

to 8:00 a.m. Eastern Time in order to 

consistently reference the relevant time 

zone throughout the paragraph. 

The Exchange also proposes to add 

additional explanatory language to 

paragraph (j)(3) that states nothing in 

the Rule will limit the power of the 

Exchange under the Rules or procedures 

of the Exchange with respect to the 

Exchange’s ability to suspend trading in 

any securities if such suspension is 

necessary for the protection of investors 

or in the public interest. The proposed 

text is identical to that included in 

NYSE National Rule 5.1(a)(2)(C). 

Further, the proposed text reinforces 

existing Exchange Rule 11.18(d). 

Lastly, based on the proposal to 

eliminate Rule 14.11(j)(1), the Exchange 

proposes to renumber existing 

paragraphs (j)(2) through (j)(6) 

accordingly. 

2. Statutory Basis 

The Exchange believes the proposed 

rule change is consistent with the Act 

and the rules and regulations 

thereunder applicable to the Exchange 

and, in particular, the requirements of 

Section 6(b) of the Act. Specifically, the 

Exchange believes the proposed rule 

change is consistent with the Section 

6(b)(5) 9 requirements that the rules of 

an exchange be designed to prevent 

fraudulent and manipulative acts and 

practices, to promote just and equitable 

principles of trade, to foster cooperation 

and coordination with persons engaged 

in regulating, clearing, settling, 

processing information with respect to, 

and facilitating transactions in 

securities, to 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. 

Additionally, the Exchange believes the 

proposed rule change is consistent with 

the Section 6(b)(5) 10 requirement that 

the rules of an exchange not be designed 


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Federal Register / Vol. 86, No. 103 / Tuesday, June 1, 2021 / Notices 29307 

11See supra note 8. 

12 15 U.S.C. 78s(b)(3)(A). 

13 17 CFR 240.19b–4(f)(6). In addition, Rule 19b– 

4(f)(6)(iii) under the Act requires a self-regulatory 

organization to give the Commission written notice 

of its intent to file the proposed rule change, along 

with a brief description and text of the proposed 

rule change, at least five business days prior to the 

date of filing of the proposed rule change, or such 

shorter time as designated by the Commission. The 

Exchange has satisfied this requirement. 

14 17 CFR 240.19b–4(f)(6). 

15 17 CFR 240.19b–4(f)(6)(iii). 

16For purposes only of waiving the 30-day 

operative delay, the Commission has also 

considered the proposed rule’s impact on 

efficiency, competition, and capital formation. See 

15 U.S.C. 78c(f). 

to permit unfair discrimination between 

customers, issuers, brokers, or dealers. 

In particular, the Exchange believes 

the proposed definitions of Derivative 

Security and UTP Derivative Security 

are reasonable as the proposed 

substantive changes are substantially 

similar to other exchanges’ rules. 

Specifically, the proposed definition of 

Derivative Security in Rule 1.5(dd) is 

substantially similar to the definition of 

Exchange Traded Product provided for 

in NYSE National Rule 1.1(m), except 

that it better conforms to the defined 

term ‘‘new derivative securities 

product’’ of Rule 19b–4(e) under the 

Act. The proposed definition of UTP 

Derivative Securities is substantially 

similar to UTP Exchange Traded 

Product provided under NYSE National 

Rule 1.1(m), but includes two additional 

Derivative Securities, SEEDS and 

Exchange-Traded Fund Shares. While 

SEEDS and Exchange-Traded Fund 

Shares are not included in NYSE 

National Rule 1.1(m), they are 

Derivative Securities set forth not only 

in Exchange Rules 14.11(e)(12) and 

14.11(l), respectively, but also in section 

5700 of the Nasdaq Rules. 

Eliminating the requirement to file a 

Form 19b–4(e) for each Derivative 

Security is consistent with the Act 

because the regulatory requirement was 

not intended to apply in the context of 

Derivative Securities trading on a UTP 

basis. Moreover, the proposal to 

eliminate Rule 14.11(j)(1) will provide 

for a more efficient process for adding 

Derivative Securities to trading on the 

Exchange on a UTP basis. The Exchange 

also notes that the proposal is 

substantially identical to other exchange 

rules.11

The Exchange believes that its 

proposal to amend the preamble to Rule 

14.11(j) to correspond to Rule 1.5(ee) 

and the proposed defined term UTP 

Derivative Security will add clarity to 

the Exchange’s Rules. Further, the 

Exchange believes that its proposal to 

amend the preamble to Rule 14.11(j)(1) 

to reference the proposed term UTP 

Derivative Security rather than ‘‘new 

derivative securities product’’ will 

conform the Rule to proposed Rule 

1.5(dd) and will add clarity to the 

Exchange’s Rules. Additionally, the 

proposal to add ‘‘Eastern Time’’ to the 

description of the Early Trading Session 

in proposed Rule 14.11(j)(1) will 

consistently reference the applicable 

time zone throughout the paragraph. 

The proposed amendment to 

proposed Rule 14.11(j)(3) is identical to 

a sentence provided in NYSE National 

Rule 5.1(a)(2)(C) (trading halts). 

Furthermore, the proposal reinforces 

existing Exchange Rule 11.18(d). Lastly, 

the Exchange’s proposal to renumber 

existing paragraphs 14.11(j)(2)–(j)(6) 

based on its proposal to eliminate Rule 

14.11(j)(1) will clarify and simplify the 

Exchange’s Rules. 

The Exchange believes that its 

proposal to amend Rule 3.21 to 

reference the proposed definition of 

UTP Derivative Securities in Rule 

1.5(ee) will add clarity to the Exchange’s 

Rules. 

In light of the above proposals, the 

Exchange has also proposed to 

renumber and re-letter certain 

paragraphs or subparagraphs of Rules 

1.5 and 14.11 and update applicable 

rule references. 

The proposal is intended to simplify 

and clarify the Exchange’s Rules as it 

relates to UTP Derivative Securities, 

which the Exchange believes will 

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. The Exchange believes 

that renumbering and re-lettering 

current Rules to correspond to the 

proposed changes will allow the 

Exchange to maintain a clear and 

organized rule structure, thus 

preventing investor confusion. For these 

reasons, the Exchange believes the 

proposed rule change is consistent with 

the requirements of Section 6(b)(5) of 

the Act. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change will impose 

any burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. The 

proposed rule change is not designed to 

address any competitive issues but 

rather to harmonize certain Exchange 

Rules with those of other exchanges 

which will simplify and clarify the 

Exchange’s Rules. The Exchange further 

believes that the proposed rule change 

would promote transparency on the 

Exchange, thus making the Exchange’s 

rules easier to navigate. 

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 

Because the foregoing proposed rule 

change does not: (i) Significantly affect 

the protection of investors or the public 

interest; (ii) impose any significant 

burden on competition; and (iii) become 

operative for 30 days from the date on 

which it was filed, or such shorter time 

as the Commission may designate, it has 

become effective pursuant to Section 

19(b)(3)(A) of the Act 12 and Rule 19b– 

4(f)(6) thereunder.13

A proposed rule change filed under 

Rule 19b–4(f)(6) 14 normally does not 

become operative prior to 30 days after 

the date of the filing. However, pursuant 

to Rule 19b–4(f)(6)(iii),15 the 

Commission may designate a shorter 

time if such action is consistent with the 

protection of investors and the public 

interest. The Exchange has asked the 

Commission to waive the 30-day 

operative delay. Waiver of the operative 

delay would allow certain of the 

Exchange’s rules to conform to 

equivalent rules on other exchanges, as 

discussed herein, and to make clarifying 

and technical changes. The Commission 

therefore believes that waiver of the 30- 

day operative delay is consistent with 

the protection of investors and the 

public interest. Accordingly, the 

Commission hereby waives the 

operative delay and designates the 

proposed rule change operative upon 

filing.16

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. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 


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29308 Federal Register / Vol. 86, No. 103 / Tuesday, June 1, 2021 / Notices 

17 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. 

4A 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). 

5All references to ETP Holders in connection 

with this proposed fee change include Market 

Makers. 

6The Exchange originally filed to amend the Fee 

Schedule on May 3, 2021 (SR–NYSEArca–2021–36). 

SR–NYSEArca–2021–36 was subsequently 

withdrawn and replaced by this filing. 

7See 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’’). 

8See Securities Exchange Act Release No. 61358, 

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

02–10) (Concept Release on Equity Market 

Structure). 

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–2021–041 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–2021–041. 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–2021–041 and 

should be submitted on or before June 

23, 2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.17

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–11408 Filed 5–28–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–92016; File No. SR– 

NYSEARCA–2021–40] 

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 

May 25, 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 11, 

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 adopt reduced fees 

for Retail Orders that are executed in the 

Exchange’s opening and closing 

auctions. The Exchange proposes to 

implement the fee changes effective 

May 11, 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 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to amend the 

Fee Schedule to adopt reduced fees for 

Retail Orders 4 that are executed in the 

Exchange’s opening and closing 

auctions. 

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 5 to 

send such orders to the Exchange. 

The Exchange proposes to implement 

the fee changes effective May 11, 2021.6

Background 

As noted above, 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.’’ 7

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.’’ 8 Indeed, equity trading is 


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