[Federal Register Volume 85, Number 93 (Wednesday, May 13, 2020)]
[Notices]
[Pages 28676-28685]
[FR Doc No: 2020-10219]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-88833; File No. SR-NYSEARCA-2020-39]

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 7, 2020.
    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 1, 2020, 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 (1) adopt a new pricing tier, Step Up
Tier 5; (2) modify the requirements associated with the Step Up Tier 4
pricing tier; (3) increase the per share credit applicable to Retail
Orders; (4) adopt an alternative requirement to qualify for the Tape B
Tier 2 pricing tier; and (5) adopt an incremental per share credit
payable under the Cross-Asset Tier 2 pricing tier. The Exchange
proposes to implement the fee changes effective May 1, 2020. 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 (1) adopt a new
pricing tier, Step Up Tier 5; (2) modify the requirements associated
with the Step Up Tier 4 pricing tier; (3) increase the per share credit
applicable to Retail Orders; (4) adopt an alternative requirement to
qualify for the Tape B Tier 2 pricing tier; and (5) adopt an
incremental per share credit payable under the Cross-Asset Tier 2
pricing tier.
    The proposed changes respond to the current competitive environment
where order flow providers have a choice of where to direct liquidity-
providing orders by offering further incentives for ETP Holders \4\ to
send additional displayed liquidity to the Exchange.
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    \4\ All references to ETP Holders in connection with this
proposed fee change include Market Makers.

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    The Exchange proposes to implement the fee changes effective May 1,
2020.
Background
    The Commission has repeatedly expressed its preference for
competition over regulatory intervention in determining prices,
products, and services in the securities markets. In Regulation NMS,
the Commission highlighted the importance of market forces in
determining prices and SRO revenues and, also, recognized that current
regulation of the market system ``has been remarkably successful in
promoting market competition in its broader forms that are most
important to investors and listed companies.'' \5\
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    \5\ See Securities Exchange Act Release No. 51808 (June 9,
2005), 70 FR 37496, 37499 (June 29, 2005).
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    As the Commission itself recognized, the market for trading
services in NMS stocks has become ``more fragmented and competitive.''
\6\ Indeed, equity trading is currently dispersed across 13
exchanges,\7\ numerous alternative trading systems,\8\ and broker-
dealer internalizers and wholesalers, all competing for order flow.
Based on publicly-available information, no single exchange currently
has more than 20% market share (whether including or excluding auction
volume).\9\ Therefore, no exchange possesses significant pricing power
in the execution of equity order flow. More specifically, the Exchange
currently has less than 12% market share of executed volume of equities
trading.\10\
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    \6\ See Securities Exchange Act Release No. 51808, 84 FR 5202,
5253 (February 20, 2019) (File No. S7-05-18) (Final Rule).
    \7\ 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.
    \8\ 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.
    \9\ See Cboe Global Markets U.S. Equities Market Volume Summary,
available at http://markets.cboe.com/us/equities/market_share/.
    \10\ 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. With respect to non-marketable order
flow that would provide displayed liquidity on an Exchange against
which market makers can quote, ETP Holders can choose from any one of
the 13 currently operating registered exchanges to route such order
flow. Accordingly, competitive forces constrain exchange transaction
fees that relate to orders that would provide displayed liquidity on an
exchange.
Proposed Rule Change
Step Up Tier 5
    The proposed rule change is designed to be available to all ETP
Holders on the Exchange and is intended to provide ETP Holders an
opportunity to receive an enhanced rebate by executing more of their
orders on the Exchange. The Exchange currently provides credits to ETP
Holders who submit orders that provide displayed liquidity on the
Exchange. The Exchange currently has multiple levels of credits for
orders that provide displayed liquidity that are based on the amount of
volume of such orders that ETP Holders send to the Exchange.
    In this competitive environment, the Exchange has already
established Step Up Tiers 1-4, which are designed to encourage ETP
Holders that provide displayed liquidity on the Exchange to increase
that order flow, which would benefit all ETP Holders by providing
greater execution opportunities on the Exchange. In order to provide an
incentive for ETP Holders to direct providing displayed order flow to
the Exchange, the credits increase in the various tiers based on
increased levels of volume directed to the Exchange.
    Currently, the following credits are available to ETP Holders that
provide increased levels of displayed liquidity on the Exchange:

------------------------------------------------------------------------
                                                Credit for providing
                   Tier                          displayed liquidity
------------------------------------------------------------------------
Step Up Tier..............................  $0.0030 (Tape A).
                                            0.0023 (Tape B).
                                            0.0031 (Tape C).
Step Up Tier 2............................  0.0028 (Tape A and C).
                                            0.0022 (Tape B).
Step Up Tier 3............................  0.0025 (Tape A and C).
                                            0.0022 (Tape B).
Step Up Tier 4............................  0.0033 (Tape A and C).
                                            0.0034 (Tape B).
------------------------------------------------------------------------

    The Exchange proposes to amend the Fee Schedule to introduce a new
pricing tier--Step Up Tier 5--for securities with a per share price of
$1.00 or above.
    As proposed, ETP Holders would qualify for the new Step Up Tier 5
if they directly execute providing ADV per month that is at least 0.20%
of US CADV \11\ and execute providing ADV per month as a percentage of
US CADV that is at least two times more than that ETP Holder's
providing ADV in April 2020 as a percentage of US CADV. ETP Holders
that qualify for Step Up Tier 5 would receive a credit of $0.0032 per
share for orders that provide displayed liquidity to the Book in Tape
A, Tape B and Tape C securities.
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    \11\ US CADV means the United States Consolidated Average Daily
Volume for transactions reported to the Consolidated Tape, excluding
odd lots through January 31, 2014 (except for purposes of Lead
Market Maker pricing), and excludes volume on days when the market
closes early and on the date of the annual reconstitution of the
Russell Investments Indexes. Transactions that are not reported to
the Consolidated Tape are not included in US CADV. See Fee Schedule,
footnote 3.
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    For all other fees and credits, tiered or basic rates apply based
on a firm's qualifying levels.
    For example, assume an ETP Holder has an adding ADV of 0.10% of US
CADV in all securities in the baseline month of April 2020. Assume
further that the same ETP Holder has an adding ADV of 0.20% of US CADV
in all securities in the billing month. The ETP Holder in the above
example would qualify for the proposed Step Up Tier 5 with an adding
ADV step up of 0.10% of US CADV (i.e., 0.20% US CADV) and an adding ADV
that is at least two times the ETP Holder's April 2020 Baseline of
0.10%. If instead, the ETP holder had an adding ADV of 0.12% of US CADV
in the baseline month of April 2020, that ETP Holder would then need an
adding ADV of at least 0.24%, which is two times the 0.12% adding ADV
in the baseline month. ETP Holders with less than 0.10% in the baseline
month would need to add 0.20% of US CADV, as that is more than two
times any adding ADV baseline under 0.10%.
    The goal of the proposed Step Up Tier 5 pricing tier is to
incentivize ETP Holders to increase the orders sent directly to the
Exchange and therefore provide liquidity that supports the quality of
price discovery and promotes market transparency.
    While the proposed pricing tier would pay a credit that is lower
than that available to ETP Holders under Step Up Tier 4, the proposed
pricing tier also adopts lower volume thresholds than that required to
qualify for Step Up Tier 4. The proposed pricing tier, however, pays a
credit that is higher than the Step Up Tier, Step Up Tier 2 and Step Up
Tier 3. While the Adding ADV of 0.20% requirement in proposed Step Up
Tier 5 is less than the adding ADV requirement in Step Up Tier (0.50%
of US CADV and an adding ADV step up of 0.10% US CADV) and Step Up Tier
2 (0.22% of US CADV and an adding ADV step up of 0.06%), proposed Step
Up Tier 5 has the

additional higher requirement for ETP Holders to double their adding
ADV as a percent of US CADV. An ETP Holder that has 0.40% US CADV can
increase their adding ADV by 0.10% to reach the 0.50% CADV requirement
to qualify for Step Up Tier, which is only an increase of 25% over the
ETP Holder's 0.40% baseline.
Step Up Tier 4
    As described in greater detail below, the Exchange proposes to
modify the volume requirements applicable to ETP Holders to qualify for
the Step Up Tier 4 pricing tier by lowering the percentage threshold
that an ETP Holder must meet.\12\
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    \12\ See Securities Exchange Act Release Nos. 85311 (March 14,
2019), 84 FR 10348 (March 20, 2019) (SR-NYSEArca-2019-10); and 87292
(October 11, 2019), 84 FR 55603 (October 17, 2019) (SR-NYSEArca-
2019-70).
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    Under Step Up Tier 4, if an ETP Holder increases its providing
liquidity on the Exchange by a specified percentage over the level that
such ETP Holder provided liquidity in September 2019, it is eligible to
earn higher credits for providing displayed liquidity. Specifically, to
qualify for the credits under the Step Up Tier 4 pricing tier, an ETP
Holder must directly execute providing average daily volume (ADV) per
month that is an increase of no less than 0.55% of US CADV for that
month over the ETP Holder's providing ADV in September 2019, taken as a
percentage of US CADV. Currently, if an ETP Holder meets these Step Up
Tier 4 qualifications, such ETP Holder is eligible to earn a credit of:
     $0.0033 per share for orders that provide displayed
liquidity to the Book in Tape A and Tape C Securities, and
     $0.0034 per share for orders that provide displayed
liquidity to the Book in Tape B Securities.\13\
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    \13\ See Securities Exchange Act Release No. 86122 (June 17,
2019), 84 FR 29258 (June 21, 2019) (SR-NYSEArca-2019-43).
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    With this proposed rule change, the Exchange proposes to modify the
volume requirements applicable to ETP Holders to qualify for the Step
Up Tier 4 by lowering the percentage threshold that an ETP Holder must
meet, from a minimum of 0.55% of US CADV for the billing month to a
minimum of 0.40% of US CADV for the billing month.
    The purpose of the proposed rule change is to increase the
incentive for order flow providers to send liquidity-providing orders
to the Exchange. As described above, ETP Holders with liquidity-
providing orders have a choice of where to send those orders. The
Exchange believes that, if it reduces the requirement to qualify for a
tiered credit, more ETP Holders will choose to route their liquidity-
providing orders to the Exchange to qualify for the credit.
    The Exchange does not know how much order flow ETP Holders choose
to route to other exchanges or to off-exchange venues. While the Step
Up Tier 4 pricing tier is available to all ETP Holders, to date, two
ETP Holder have qualified for it.\14\ Without having a view of ETP
Holders' activity on other markets and off-exchange venues, the
Exchange has no way of knowing whether this proposed rule change would
result in any more ETP Holders qualifying for the Step Up Tier 4
credit. The Exchange cannot predict with certainty how many ETP Holders
would avail themselves of this opportunity but additional liquidity-
providing orders would benefit all market participants because it would
provide greater execution opportunities on the Exchange.
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    \14\ As of April 27, 2020, there is one ETP Holder on the
Exchange that qualifies for the Exchange's Step Up Tier 4 pricing
tier.
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    The Exchange is not proposing to amend any of the credits payable
under the Step Up Tier 4.
    Additionally, in a recent filing related to the Step Up Tier 4
pricing tier, the Exchange adopted a cap applicable to the Step Up Tier
4 credit in Tape B securities and noted in such filing that ETP Holders
that qualify for Step Up Tier 4 would not receive any additional
incremental Tape B Tier credits for providing displayed liquidity,
including any incremental credits associated with Less Active ETP
Securities.\15\ The Fee Schedule currently states that ``ETP Holders
and Market Makers that qualify for Step Up Tier 4 shall not receive any
additional incremental Tape B Tier credits for providing displayed
liquidity.'' The Exchange proposes to clarify the applicability of the
cap by adding ``including any incremental credits associated with Less
Active ETP Securities'' at the end of the sentence. The Exchange
believes codifying the cap language into the Fee Schedule will provide
clarity to the Fee Schedule and avoid investor confusion.
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    \15\ See Securities Exchange Act Release No. 88436 (March 20,
2020), 85 FR 17112 (March 26, 2020) (SR-NYSEArca-2020-21).
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Retail Orders
    As noted above, the market for trading services in NMS stocks has
become ``more fragmented and competitive.'' \16\ The competition for
Retail Order flow is even more stark, particularly as it relates to
exchange versus off-exchange venues. For example, the Exchange examined
Rule 606 disclosures from two prominent retail brokerages: E-Trade and
TD Ameritrade. For securities listed on the New York Stock Exchange LLC
in the fourth quarter of 2019, TD Ameritrade routed 95% of its limit
orders to off-exchange venues.\17\ Similarly, E-Trade Financial routed
more than 73% of its limit orders to off-exchange venues.\18\
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    \16\ See Securities Exchange Act Release No. 51808, 84 FR 5202,
5253 (February 20, 2019) (File No. S7-05-18) (Transaction Fee Pilot
for NMS Stocks Final Rule) (``Transaction Fee Pilot'').
    \17\ See https://www.tdameritrade.com/retail-en_us/resources/pdf/AMTD2054.pdf.
    \18\ See https://content.etrade.com/etrade/powerpage/pdf/OrderRouting11AC6.pdf.
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    The Exchange thus needs to compete in the first instance with non-
exchange venues for Retail Order flow, and with the 13 other exchange
venues for that Retail Order flow that is not directed off-exchange.
This competition is particularly acute for non-marketable Retail
Orders, i.e., Retail Orders that provide liquidity, and even more
fiercely for non-marketable Retail Orders that provide displayed
liquidity on an 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.
    In response to this competitive environment, the Exchange currently
provides credits to ETP Holders who enter Retail Orders \19\ on the
Exchange. The Exchange has multiple levels of such credits that are
based on an ETP Holder's trading volume of Retail Orders on the
Exchange.\20\ ETP Holders that do not qualify for tiered pricing
currently receive, under the Basic Rates section of the Fee Schedule, a
credit of $0.0030 per share for Retail Orders in Tape A, Tape B and
Tape C securities that provide liquidity to the Book. With this
proposed rule change, the Exchange proposes to increase the base credit
from $0.0030 per share to $0.0032 per share.
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    \19\ 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).
    \20\ See Retail Order Tier, Retail Order Step-Up Tier 1 and
Retail Order Step-Up Tier 2 on the Fee Schedule at https://www.nyse.com/publicdocs/nyse/markets/nyse-arca/NYSE_Arca_Marketplace_Fees.pdf.
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    The proposed change would reduce the difference in credits
available to Retail Orders that provide displayed

liquidity on the Exchange from ETP Holders qualifying for the base
credit versus the tiered credits available to Retail Orders that
provide displayed liquidity on the Exchange. The Exchange believes that
by increasing the base credit, it would be more closely align with the
credits available for other Retail Orders that provide liquidity on the
Exchange.
Tape B Tier 2
    Currently, under the Tape B Tier 2 pricing tier, an ETP Holder
could qualify for a credit of $0.0028 per share \21\ if such ETP
Holders, on a daily basis, measured monthly, directly executes
providing volume in Tape B Securities during the billing month (``Tape
B Adding ADV'') that is either (1) equal to at least 1.0% of the US
Tape B CADV or (2) equal to at least 0.20% of the US Tape B CADV for
the billing month over the ETP Holder's Q2 2015 Tape B Adding ADV taken
as a percentage of Tape B CADV. The Exchange proposes to introduce a
third method of qualifying for Tape B Tier 2 credits.
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    \21\ Under the Basic Rate, ETP Holders receive a credit of
$0.0020 per share for Tape B orders that provide liquidity to the
Book.
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    As proposed, ETP Holders could qualify for the Tape B Tier 2 credit
of $0.0028 per share for providing liquidity to the Book in Tape B
Securities if such ETP Holder, on a daily basis, measured monthly,
directly executes Tape B Adding ADV that is equal to at least 0.25% of
the US Tape B CADV for the billing month over the ETP Holder's April
2020 Tape B Adding ADV taken as a percentage of Tape B CADV.
    The Exchange believes that, by providing for an additional method
of qualifying for Tape B Tier 2, this proposed change will provide a
greater incentive to attract additional liquidity from additional ETP
Holders in Tape B Securities so as to qualify for the Tape B Tier 2
credit.
    The Exchange is not proposing any change to the level of Tape B
Tier 2 credits.
Cross-Asset Tier 2
    The Exchange proposes to adopt an incremental credit under a
current pricing tier, Cross-Asset Tier 2, that would provide an
additional incentive for all ETP Holders to provide liquidity in Tapes
A, B and C Securities.
    The purpose of this proposed rule change is to introduce a new
incremental credit of $0.0001 per share under Cross-Asset Tier 2 if an
ETP Holder meets both the existing Cross-Asset Tier 2 requirements \22\
and executes a designated percentage of volume of its US CADV, as
described below.
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    \22\ To qualify for credits under Cross-Asset Tier 2, ETP
Holders are required to (a) provide liquidity of 0.30% or more of
the US CADV per month, and (b) have an affiliation 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 0.80% of total
Customer equity and ETF option ADV as reported by OCC, of which at
least 0.20% of total Customer equity and ETF option ADV as reported
by OCC is from Customer and Professional Customer executions in non-
Penny Pilot issues on NYSE Arca Options. See Fee Schedule, Cross-
Asset Tier 2.
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    The Exchange currently offers tiered pricing that provides ETP
Holders opportunities to qualify for higher rebates or reduced fees
where certain volume criteria and thresholds are met. Tiered pricing
provides an incremental incentive for ETP Holders to strive for higher
tier levels, which provides increasingly higher discounts for
satisfying more stringent criteria. More specifically, the Exchange
currently has multiple levels of credits designed to incentivize ETP
Holders to achieve certain levels of participation on both the
Exchange's equities and options platform (``NYSE Arca Options''). Under
Cross-Asset Tier 1, ETP Holders can currently receive the following
credits for orders that provide liquidity, i.e., resting limit orders
available for execution on the Exchange, in Tapes A, B and C
Securities: $0.0031 per share in Tape A Securities; $0.0030 per share
in Tape B Securities; and $0.0032 per share in Tape C Securities.\23\
Additionally, under Cross-Asset Tier 2, ETP Holders can currently
receive a credit of $0.0030 per share for orders that provide
liquidity.
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    \23\ See Fee Schedule, Cross-Asset Tier 1.
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    The Exchange proposes to provide an increased incentive for ETP
Holders that otherwise qualify for the current Cross-Asset Tier 2 to
send liquidity-providing orders to the Exchange in Tapes A, B and C
Securities. As proposed, if an ETP Holder meets the requirements of
Cross-Asset Tier 2 and increases adding and removing liquidity in Tape
A, Tape B and Tape C Securities combined during the billing month equal
to at least 0.40% of US CADV above its adding and removing liquidity in
Tape A, Tape B and Tape C Securities combined of US CADV in Q1 2020
would be eligible for an incremental credit of $0.0001 per share for
orders that provide liquidity to the Book in Tape A, Tape B, and Tape C
Securities.
    For example, if an ETP Holder that qualifies for Cross-Asset Tier 2
has an adding ADV of 18 million shares and a removing ADV of 12 million
shares, or 30 million shares combined ADV in Q1 2020. If US CADV for Q1
2020 was 6 billion shares, the ETP Holder would have an adding and
removing ADV of 0.50% of US CADV in the baseline period. If the same
ETP Holder had an adding and removing ADV of 54 million shares combined
in a month where US CADV was also 6 billion shares, for an adding and
removing ADV of 0.90% of US CADV, that ETP Holder would meet the
additional requirement because the ETP Holder would have a step up of
0.40% of adding and removing ADV over its baseline month. The ETP
Holder would then qualify for an incremental credit of $0.0001 per
share for providing liquidity, for a combined credit of $0.0031 per
share.
    The proposed rule change is designed to be available to all ETP
Holders on the Exchange and is intended to provide ETP Holders an
additional opportunity to receive an enhanced rebate by executing more
of their orders on the Exchange.
    The Exchange proposes to increase the credits available under the
Cross-Asset Tier 2 pricing tier to provide an incentive for ETP Holders
to send increased order flow. If an ETP Holder qualifies for Cross-
Asset Tier 2 and meets the additional proposed requirement, that ETP
Holder would be eligible for an incremental credit as compared to the
current credit for qualifying for Cross-Asset Tier 2, which is $0.0030
per share credit for orders that provide liquidity in Tapes A, B and C
Securities.
    The Exchange does not know how much order flow ETP Holders choose
to route to other exchanges or to off-exchange venues. No ETP Holder
currently qualifies for the credit under the current Cross-Asset Tier 1
pricing tier and one ETP Holder currently qualifies for the credits
under the current Cross-Asset Tier 2 pricing tier.\24\ However, without
having a view of ETP Holders' activity on other markets and off-
exchange venues, the Exchange has no way of knowing whether this
proposed rule change would result in any ETP Holders qualifying for the
incremental credit. The Exchange believes the proposed increased credit
for Cross-Asset Tier 2 would provide an incentive for ETP Holders to
submit additional liquidity-providing orders to the Exchange to qualify
for the incremental credit.
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    \24\ As of April 14, 2020, there are 53 firms that are both ETP
Holders and OTP Holders.
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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.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent
with Section 6(b) of the Act,\25\ in general, and furthers the
objectives of Sections 6(b)(4) and (5) of the Act,\26\ 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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    \25\ 15 U.S.C. 78f(b).
    \26\ 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.'' \27\
---------------------------------------------------------------------------

    \27\ See Securities Exchange Act Release No. 51808 (June 9,
2005), 70 FR 37496, 37499 (June 29, 2005).
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    As the Commission itself recognized, the market for trading
services in NMS stocks has become ``more fragmented and competitive.''
\28\ Indeed, equity trading is currently dispersed across 13
exchanges,\29\ 31 alternative trading systems,\30\ and numerous broker-
dealer internalizers and wholesalers, all competing for order flow.
Based on publicly-available information, no single exchange currently
has more than 20% market share (whether including or excluding auction
volume).\31\ Therefore, no exchange possesses significant pricing power
in the execution of equity order flow. More specifically, as noted
earlier, the Exchange currently has less than 12% market share of
executed volume of equities trading.\32\
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    \28\ See Securities Exchange Act Release No. 51808, 84 FR 5202,
5253 (February 20, 2019) (File No. S7-05-18) (Final rule).
    \29\ See Cboe Global Markets, U.S Equities Market Volume
Summary, available at https://markets.cboe.com/us/equities/market_share/.
    \30\ 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.
    \31\ See Cboe Global Markets U.S. Equities Market Volume
Summary, available at http://markets.cboe.com/us/equities/market_share/.
    \32\ 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
shift order flow, or discontinue to reduce use of certain categories of
products, in response to fee changes. With respect to non-marketable
order which provide liquidity on an Exchange, ETP Holders can choose
from any one of the 13 currently operating registered exchanges to
route such order flow. Accordingly, competitive forces reasonably
constrain exchange transaction fees that relate to orders that would
provide displayed liquidity on an exchange. Stated otherwise, changes
to exchange transaction fees can have a direct effect on the ability of
an exchange to compete for order flow.
    Given this competitive environment, the proposal represents a
reasonable attempt to attract additional order flow to the Exchange.
Step Up Tier 5
    The Exchange believes the proposal to adopt the Step Up Tier 5
pricing tier is reasonable as it would serve as an incentive to market
participants to increase the orders sent directly to NYSE Arca and
therefore provide liquidity that supports the quality of price
discovery and promotes market transparency. The Exchange believes the
proposed pricing tier, which adopts a lower threshold, is reasonable
and equitable because it would allow ETP Holders to receive increased
credits from those currently available under Step Up Tiers 1, 2 and 3.
Moreover, the addition of the Step Up Tier 5 pricing tier would benefit
market participants whose increased order flow provides meaningful
added levels of liquidity thereby contributing to the depth and market
quality on the Exchange. Further, the Exchange believes the proposed
pricing tier is reasonable as it requires ETP Holders to double their
adding ADV as a percent of US CADV in addition to meeting the 0.20%
adding ADV requirement to qualify for the proposed credit. A firm with
an adding ADV of 0.25% of US CADV would need to increase it to 0.50% to
qualify.
Step Up Tier 4
    The Exchange believes the proposed change to lower the volume
requirements under the Step Up Tier 4 pricing tier is reasonable
because it would allow ETP Holders an additional opportunity to meet
the requirement of the pricing tier to receive per share credits
payable under the Step Up Tier 4, thereby encouraging the submission of
additional liquidity to a national securities exchange. Submission of
additional liquidity to the Exchange would promote price discovery and
transparency and enhance order execution opportunities for ETP Holders
from the substantial amounts of liquidity present on the Exchange. All
ETP Holders would benefit from the greater amounts of liquidity that
will be present on the Exchange, which would provide greater execution
opportunities.
    Because only two ETP Holders to date have qualified for the Step Up
Tier 4, the Exchange believes the proposed lower volume requirements
are reasonable as they would provide an additional incentive for more
ETP Holders to qualify for this established tier and direct their order
flow to the Exchange and provide meaningful added levels of displayed
liquidity, thereby contributing to the depth and market quality on the
Exchange.
    The Exchange notes that volume-based incentives and discounts have
been widely adopted by exchanges,\33\ including the Exchange,\34\ and
are reasonable, equitable and non-discriminatory because they are open
to all ETP Holders on an equal basis and provide additional credits
that are reasonably related to the value to an exchange's market
quality and associated higher levels of market activity.
---------------------------------------------------------------------------

    \33\ See e.g., Cboe BZX U.S. Equities Exchange (``BZX'') Fee
Schedule, Footnote 1, Add Volume Tiers which provide enhanced
rebates between $0.0025 and $0.0033 per share for displayed orders
where BZX members meet certain volume thresholds.
    \34\ See e.g., Fee Schedule, Step Up Tier, Step Up Tier 2, Step
Up Tier 3 and Step Up Tier 4, which provide enhanced rebates between
$0.0025 and $0.0033 per share in Tape A Securities, between $0.0022
and $0.0034 per share in Tape B Securities, and between $0.0025 and
$0.0033 per share in Tape C Securities for orders that provide
displayed liquidity where ETP Holders meet certain volume
thresholds.
---------------------------------------------------------------------------

    The Exchange believes its proposal to amend the Fee Schedule to
codify the fee cap applicable to the Step Up Tier 4 pricing tier is
reasonable as it would add clarity and result in a more transparent Fee
Schedule. The Exchange believes the proposed change would allow ETP
Holders to more easily validate the bills that they receive from the
Exchange, thus alleviating potential confusion.
Retail Orders
    The Exchange believes that the proposed change is reasonable
because the increased credit for Retail Orders would continue to
encourage ETP

Holders to send Retail Orders to the Exchange. As noted above, the
Exchange operates in a highly competitive environment, particularly for
attracting Retail Order flow that provides displayed liquidity on an
exchange. The Exchange believes it is reasonable to continue to provide
an increased credit for Retail Orders that provide displayed liquidity.
The Exchange believes the proposed change is also reasonable because it
is designed to attract higher volumes of Retail Orders transacted on
the Exchange by ETP Holders which would benefit all market participants
by offering greater price discovery, increased transparency, and an
increased opportunity to trade on the Exchange.
Tape B Tier 2
    The Exchange believes the proposed change to the Tape B Tier 2
pricing tier is reasonable because it would apply to ETP Holders that
provide liquidity to the Exchange and is designed to incentivize ETP
Holders to increase the orders sent directly to the Exchange and
therefore provide liquidity that supports the quality of price
discovery and promotes market transparency.
    The Exchange believes that the proposed new threshold for
qualifying for Tape B Tier 2 is reasonable because it is designed to
encourage increased trading activity on the NYSE Arca equity market.
The Exchange believes it is reasonable to require ETP Holders to meet
the applicable volume threshold to qualify for the Tape B Tier 2
credit. Further, the proposed change is reasonable as it would allow
ETP Holders an additional method to qualify for the credit payable
under the pricing tier if ETP Holders are unable to meet either of the
two existing requirements. Additionally, ETP Holders that cannot meet
the higher threshold for the Tape B Tier 1 credits would be able to
qualify for the Tape B Tier 2 credit, which while providing for a lower
credit, also has lower requirements to qualify for such credit.
Cross-Asset Tier 2
    The Exchange believes the proposed increased credit is reasonable
as it would provide an additional incentive for ETP Holders to qualify
for the new incremental credit and direct their order flow to the
Exchange and provide meaningful added levels of liquidity, thereby
contributing to the depth and market quality on the Exchange. As noted
above, the Exchange operates in a highly competitive environment,
particularly for attracting order flow that provides liquidity on an
exchange. The Exchange believes it is reasonable to continue to provide
a higher credit for orders that provide liquidity if an ETP Holder
meets the heightened volume requirements to qualify for the new
incremental credit.
    Because the proposed amendment to the Cross-Asset Tier 2 pricing
tier would be new with a requirement to increase liquidity providing
orders, no ETP Holder currently qualifies for the proposed new
incremental credit.
    As noted above, volume-based incentives and discounts have been
widely adopted by exchanges, and are reasonable, equitable and non-
discriminatory because they are open to all ETP Holders on an equal
basis and provide additional credits that are reasonably related to the
value to an exchange's market quality and associated higher levels of
market activity.
    As noted previously, there are a small number of firms that
currently qualify or could qualify for the credits under the current
Cross-Asset Tier 1 and Cross-Asset Tier 2 pricing tiers and if these
firms were to submit more of their liquidity-providing orders to the
Exchange, each could qualify for the proposed new incremental credit.
However, without having a view of ETP Holders' activity on other
markets and off-exchange venues, the Exchange has no way of knowing
whether this proposed rule change would result in any ETP Holders
qualifying for the new incremental credit. The Exchange believes the
proposed incremental credit would provide an incentive for ETP Holders
to submit additional adding and removing liquidity to qualify for the
additional credit.
    The Exchange believes that the proposed new credit for liquidity
providing orders in Tapes A, B and C Securities under the current
Cross-Asset Tier 2 pricing tier is reasonable because it provides an
incentive for ETP Holders to route additional liquidity-providing and
removing order flow to the Exchange, which would promote price
discovery and increase execution opportunities for all ETP Holders. The
proposed pricing is structured similarly to the incremental credit the
Exchange currently provides under current Cross-Asset Tier 2, which
likewise provides ETP Holders an incremental credit of $0.0004 per
share (above the tiered rate of $0.0030 per share) if the ETP Holder
meets the qualifying requirements.\35\ The Exchange believes that the
proposed change to the Cross-Asset Tier 2 pricing tier is reasonable
because an ETP Holder that otherwise qualifies for the tier would still
be eligible for the current per share credit of $0.0030 per share for
orders that provide liquidity. The proposed additional credit is
designed to provide an incentive for such ETP Holder to route
additional providing and removing liquidity to the Exchange, which
would be eligible for the higher credit.
---------------------------------------------------------------------------

    \35\ See Fee Schedule, Cross-Asset Tier 2. See also Securities
and Exchange Act Release No. 80920 (June 14, 2017), 82 FR 28106
(June 20, 2017) (SR-NYSEArca-2017-64).
---------------------------------------------------------------------------

    On the backdrop of the competitive environment in which the
Exchange currently operates, the proposed rule change is a reasonable
attempt to increase liquidity on the Exchange and improve the
Exchange's market share relative to its competitors.
The Proposed Fee Change Is an Equitable Allocation of Fees and Credits
    The Exchange believes its proposal equitably allocates its fees
among its market participants.
Step Up Tier 5
    The Exchange believes the proposed pricing tier is equitable
because it would allow ETP Holders to receive increased credits from
those currently available under Step Up Tiers 1, 2 and 3. Moreover, the
addition of the Step Up Tier 5 pricing tier would benefit market
participants whose increased order flow provides meaningful added
levels of liquidity thereby contributing to the depth and market
quality on the Exchange. Given that Step Up Tier 5 would be a new
pricing tier, no ETP Holder currently qualifies for the proposed
credit. And without having a view of ETP Holders' activity on other
markets and off-exchange venues, the Exchange has no way of knowing
whether this proposed rule change would result in any ETP Holders
qualifying for this tier. However, the Exchange believes the proposed
lower volume requirements would provide an incentive for ETP Holders to
continue to submit liquidity-providing order flow, which would promote
price discovery and increase execution opportunities for all ETP
Holders. The proposed change would thereby encourage the submission of
additional liquidity to a national securities exchange, thus promoting
price discovery and transparency and enhancing order execution
opportunities for ETP Holders from the substantial amounts of liquidity
present on the Exchange, which would benefit all market participants on
the Exchange.
Step Up Tier 4
    First, the Exchange is not proposing to adjust the amount of the
Step Up Tier 4 credits, which will remain at the

current level for all ETP Holders. Rather, the proposal would continue
to encourage ETP Holders to send orders that add liquidity to the
Exchange, thereby contributing to robust levels of liquidity, which
benefits all market participants. The Exchange believes that, for the
reasons discussed above, lowering the requirements would make it easier
for liquidity providers to qualify for the Step Up Tier 4 credit,
thereby encouraging submission of additional liquidity by more ETP
Holders to the Exchange. The proposed change will thereby encourage the
submission of additional liquidity to a national securities exchange,
thus promoting price discovery and transparency and enhancing order
execution opportunities for ETP Holders from the substantial amounts of
liquidity present on the Exchange. All ETP Holders would benefit from
the greater amounts of liquidity that will be present on the Exchange,
which would provide greater execution opportunities.
    As noted above, only one ETP Holder currently qualifies for the
Step Up Tier 4 pricing tier. Without having a view of ETP Holders'
activity on other markets and off-exchange venues, the Exchange has no
way of knowing whether this proposed rule change would result in any
additional ETP Holders qualifying for this tier. However, the Exchange
believes the proposed lower volume requirements would provide an
incentive for ETP Holders to continue to submit liquidity-providing
order flow, which would promote price discovery and increase execution
opportunities for all ETP Holders. The proposed change will thereby
encourage the submission of additional liquidity to a national
securities exchange, thus promoting price discovery and transparency
and enhancing order execution opportunities for ETP Holders from the
substantial amounts of liquidity present on the Exchange, which would
benefit all market participants on the Exchange.
    The Exchange believes the proposed rule change would improve market
quality for all market participants on the Exchange and, as a
consequence, attract more liquidity to the Exchange thereby improving
market-wide quality. ETP Holders that currently qualify for credits
associated with Step Up pricing tiers on the Exchange will continue to
receive credits when they provide liquidity to the Exchange. The
Exchange believes that recalibrating the requirements for providing
liquidity will continue to attract order flow and liquidity to the
Exchange for the benefit of investors generally.
    Since only one ETP Holder presently qualifies for the credits
associated with Step Up Tier 4, the proposal will not adversely impact
such ETP Holder's existing pricing or its ability to qualify for other
credits provided by the Exchange.
    Finally, the Exchange believes its proposal to amend the Fee
Schedule to codify the fee cap applicable to the Step Up Tier 4 pricing
tier is equitable as it would add clarity and result in a more
transparent Fee Schedule. The Exchange believes the proposed change
would allow ETP Holders to more easily validate the bills that they
receive from the Exchange, thus alleviating potential confusion.
Retail Orders
    The Exchange believes it is an equitable allocation of reasonable
fees to increase the credit that would be available for Retail Orders
because it would reduce the difference in credits available for Retail
Orders that provide liquidity, while still providing increased credits
under the Retail Order Tiers to provide an incentive for ETP Holders to
route displayed liquidity to the Exchange.
    Further, given the competitive market for attracting Retail Order
flow, the Exchange notes that with this proposed rule change, the
Exchange's pricing for Retail Orders would be comparable to credits
currently in place on other exchanges that the Exchange competes with
for order flow. For example, the Nasdaq Stock Market LLC (``Nasdaq'')
provides its members with a non-tier credit of $0.00325 per share for
Retail Orders that provide liquidity on that market,\36\ while BZX
provides its members with a credit of $0.0032 per share for retail
orders that add liquidity to that market.\37\
---------------------------------------------------------------------------

    \36\ See Nasdaq Price List, Rebate to Add Displayed Designated
Retail Liquidity, at http://nasdaqtrader.com/Trader.aspx?id=PriceListTrading2.
    \37\ See BZX Fee Schedule, Fee Codes and Associated Fees, at
https://markets.cboe.com/us/equities/membership/fee_schedule/bzx/.
---------------------------------------------------------------------------

    The Exchange further believes that the proposed change is equitable
because it is reasonably related to the value to the Exchange's market
quality associated with higher volume in Retail Orders. The Exchange
notes that currently only 11 firms submit Retail Orders that add
liquidity on the Exchange and of those 11 firms, 9 qualify for the base
Retail Order credit, while the other 2 qualify for higher tiered Retail
Order credits. More firms could receive the base Retail Order credit of
$0.0032 if those firms directed their Retail Orders to the Exchange.
    Further, the Exchange notes that, with this proposed rule change,
the difference between the highest credit provided for Retail Orders,
$0.0035 per share, and the credit for Retail Orders that do not qualify
for any of the Retail Order pricing tiers, $0.0032 per share, would be
$0.0003, or 9%, which the Exchange believes is small given the
requirements that ETP Holders are required to meet to qualify for the
higher credit. Therefore, the Exchange believes the proposed change to
the base credit for Retail Orders is equitable, as it would provide
discounts that are reasonably related to the value to the Exchange's
market quality associated with higher volumes associated with the
submission of Retail Orders to the Exchange.
    The Exchange believes that recalibrating the credits for providing
liquidity will continue to attract order flow and liquidity to the
Exchange, thereby contributing to price discovery on the Exchange and
benefiting investors generally.
    The Exchange believes that the proposed rule change is equitable
because maintaining or increasing the proportion of Retail Orders in
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.
Tape B Tier 2
    The Exchange believes the proposed change to the Tape B Tier 2
pricing tier is equitably allocated because it would apply to ETP
Holders that provide liquidity to the Exchange and is designed to
incentivize these market participants to increase the orders sent
directly to the Exchange and therefore, provide liquidity that supports
the quality of price discovery and promotes market transparency.
    The Exchange believes the Tape B Tier 2 pricing tier is equitable
because it is open to all similarly situated ETP Holders on an equal
basis and provide a per share credit that is reasonably related to the
value of an exchange's market quality associated with higher volumes.
The Exchange believes it is equitable to require ETP Holders to meet
the applicable volume thresholds to qualify for the Tape B Tier 2
credit. Further, the proposed change is equitable as it would allow ETP
Holders an additional method to qualify for the credit payable under
the pricing tier if

ETP Holders are unable to meet either of the two existing requirements.
    The Exchange believes the Tape B Tier 2 pricing tier is equitable
because it is open to all similarly situated ETP Holders on an equal
basis and provides a credit that is reasonably related to the value of
an exchange's market quality associated with higher volumes.
Cross-Asset Tier 2
    The Exchange believes that the proposed increased credit under the
Cross-Asset Tier 2 pricing tier is equitable because the magnitude of
the additional credit is not unreasonably high in comparison to the
credit paid with respect to other pricing tiers on the Exchange, and in
comparison to the credits paid by other exchanges for orders that
provide liquidity. For example, ETP Holders currently receive credits
in Tape A, Tape B and Tape C Securities that range between $0.0022 per
share and $0.0034 per share under Step Up Tier, Step Up Tier 2, Step Up
Tier 3, Step Up Tier 4, and proposed Step Up Tier 5.
    With respect to credits paid by the Exchange's competitors, BZX
provides a credit of $0.0031 per share in Tape B Securities under that
market's Cross-Asset pricing tier.\38\
---------------------------------------------------------------------------

    \38\ See BZX Fee Schedule, Cross-Asset Tape B Tier, at https://markets.cboe.com/us/equities/membership/fee_schedule/bzx/.
---------------------------------------------------------------------------

    The Exchange believes that the proposed new incremental credit for
liquidity providing orders in Tapes A, B and C Securities under current
Cross-Asset Tier 2 is also equitable because the proposal would
continue to encourage ETP Holders to route liquidity-providing orders
to the Exchange in Tapes A, B and C Securities, thereby contributing to
robust levels of liquidity, which benefits all market participants.
    As noted above, there are a small number of firms that currently
qualify or could qualify for the credits under the current Cross-Asset
Tier 1 and Cross-Asset Tier 2 pricing tiers and if these firms were to
submit more of their liquidity-providing orders to the Exchange, each
could qualify for the proposed new incremental credit. However, without
having a view of an ETP Holder's activity on other markets and off-
exchange venues, the Exchange believes the proposed new incremental
credit would provide an incentive for market participants to increase
liquidity in order to qualify for the proposed new incremental credit,
thereby encouraging submission of additional liquidity to the Exchange.
The proposed change will thereby encourage the submission of additional
liquidity to a national securities exchange, thus promoting price
discovery and transparency and enhancing order execution opportunities
for ETP Holders from the substantial amounts of liquidity present on
the Exchange. All ETP Holders would benefit from the greater amounts of
liquidity that will be present on the Exchange, which would provide
greater execution opportunities.
    The Exchange believes the proposed rule change would improve market
quality for all market participants on the Exchange and, as a
consequence, attract more liquidity to the Exchange thereby improving
market-wide quality. ETP Holders that currently qualify for credits
associated with Cross-Asset pricing tiers on the Exchange will continue
to receive credits when they provide liquidity to the Exchange. The
Exchange believes that recalibrating the credits for providing
liquidity will continue to attract order flow and liquidity to the
Exchange for the benefit of investors generally. As to those market
participants that do not presently qualify for the credits associated
with Cross-Asset Tier 2, the proposal will not adversely impact their
existing pricing or their ability to qualify for other credits provided
by the Exchange.
The Proposed Fee Change Is Not Unfairly Discriminatory
    The Exchange believes that the proposal is not unfairly
discriminatory. In the prevailing competitive environment, ETP Holders
are free to disfavor the Exchange's pricing if they believe that
alternatives offer them better value.
Step Up Tier 5
    The Exchange believes that the proposed new Step Up Tier 5 pricing
tier is not unfairly discriminatory because it is open to all ETP
Holders, on an equal basis, that meet the requirements to qualify for
the tier. The proposed pricing tier would also serve as an incentive to
ETP Holders and Market Makers that do not currently meet the
requirement of other pricing tiers on the Exchange to increase the
level of orders sent directly to NYSE Arca in order to qualify for, and
receive the higher credits associated with proposed Step Up Tier 5. The
proposed pricing tier would apply equally to all ETP Holders as each
would be required to execute providing ADV per month that is at least
0.20% of US CADV and execute providing ADV per month as a percentage of
US CADV that is at least two times more than that ETP Holders and
Market Makers providing ADV in April 2020 as a percentage of US CADV,
regardless of whether an ETP Holder currently meets the requirement of
another pricing tier.
Step Up Tier 4
    The proposal to lower the volume requirement under Step Up Tier 4
neither targets or will it have a disparate impact on any particular
category of market participant. The proposal does not permit unfair
discrimination because the lower threshold would be applied to all
similarly situated ETP Holders, who would all be eligible for the same
credit on an equal basis. Accordingly, no ETP Holder already operating
on the Exchange would be disadvantaged by this allocation of fees.
    The Exchange believes it is not unfairly discriminatory to adopt
lower volume requirements for ETP Holders to qualify for the Step Up
Tier 4 pricing tier and adopt clarifying language with respect to the
cap currently applicable for ETP Holders that qualify for the Step Up
Tier 4 pricing tier as the proposed change would apply on an equal
basis to all ETP Holders. Further, the Exchange believes the proposed
lower volume requirements would incentivize ETP Holders to execute more
of their liquidity-providers orders on the Exchange to qualify for the
increased credits payable under Step Up Tier 4. The Exchange also
believes that the proposed change is not unfairly discriminatory
because it is reasonably related to the value of the Exchange's market
quality associated with higher volume. The proposed lower volume
requirements would apply equally to all ETP Holders as each would be
required to execute providing volume in Tapes A, B and C Securities
during the billing month that is at least 0.40% of US CADV over its
providing ADV in September 2019, taken as a percentage of US CADV,
regardless of whether an ETP Holder currently meets the requirement of
another pricing tier.
Retail Orders
    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. The Exchange further believes that the
proposed change is not unfairly discriminatory because it is reasonably
related to the value to the Exchange's market quality associated with
higher volume in Retail Orders. Further, the Exchange notes that, with
this proposed rule change, the difference between the highest credit
provided for Retail Orders, $0.0035 per share, and the credit for
Retail Orders that do not qualify for any of the Retail Order pricing
tiers, $0.0032 per share,

would be $0.0003, or 9%, which the Exchange believes is small given the
requirements that ETP Holders are required to meet to qualify for the
higher credit. Therefore, the Exchange believes the proposed change to
the base credit for Retail Orders is not unfairly discriminatory, as it
would continue to provide discounts that are reasonably related to the
value to the Exchange's market quality associated with higher volumes
under the current Retail Order tiers.
    The Exchange believes that recalibrating the credits for providing
liquidity will continue to attract order flow and liquidity to the
Exchange, thereby contributing to price discovery on the Exchange and
benefiting investors generally.
    The Exchange believes that the proposed rule change is not unfairly
discriminatory because maintaining or increasing 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. This aspect of the
proposed rule change also is consistent with the Act because all
similarly situated ETP Holders would be eligible to qualify for the
credit. Furthermore, 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.
Tape B Tier 2
    The Exchange believes that the proposed new method of qualifying
for the Tape B Tier 2 credit is not unfairly discriminatory because it
would be available to all ETP Holders on an equal and non-
discriminatory basis. In this regard, the Exchange notes that ETP
Holders that do not meet the proposed alternative method would continue
to have the opportunity to qualify for the Tape B Tier 2 credit by
satisfying either of the two existing requirements, which would not
change as a result of this proposal.
    Further, the Exchange believes the proposed additional method to
qualify for the Tape B Tier 2 credit would incentivize ETP Holders that
do not meet the current requirements to execute more of their
liquidity-providers orders on the Exchange to qualify under the
proposed method. The Exchange also believes that the proposed change is
not unfairly discriminatory because it is reasonably related to the
value of the Exchange's market quality associated with higher volume.
The proposed additional method to qualify for the Tape B Tier 2 credit
would apply equally to all ETP Holders as each would be required to
meet the new criteria regardless of whether an ETP Holder currently
meets the requirement of another pricing tier.
Cross-Asset Tier 2
    The Exchange believes it is not unfairly discriminatory to provide
an incremental per share credit as the proposed increased credit would
be provided on an equal basis to all ETP Holders that add liquidity by
meeting the increased volume requirements under the Cross-Asset Tier 2
pricing tier. Further, the Exchange believes the proposed incremental
per share credit would incentivize ETP Holders that meet the current
Cross-Asset Tier 2 pricing tier requirements to execute more of their
liquidity-providers orders on the Exchange to qualify for the proposed
incremental credit. The Exchange also believes that the proposed change
is not unfairly discriminatory because it is reasonably related to the
value of the Exchange's market quality associated with higher volume.
The proposed incremental per share credit would apply equally to all
ETP Holders as each would be required to meet the additional criteria
regardless of whether an ETP Holder currently meets the requirement of
another pricing tier.
    Similarly, the Exchange believes it is not unfairly discriminatory
to provide an incremental credit for liquidity providing orders in
Tapes A, B and C Securities under the current Cross-Asset Tier 2
pricing tier because the proposed credit would be provided on an equal
basis to all ETP Holders that add liquidity by meeting the proposed new
volume requirements.
    Finally, the submission of orders to the Exchange is optional for
ETP Holders in that they could choose whether to submit orders to the
Exchange 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,\39\ the Exchange
believes that the proposed rule change would not impose any burden on
competition that is not necessary or appropriate in furtherance of the
purposes of the Act. Instead, as discussed above, the Exchange believes
that the proposed 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 ETP Holders. As a result, the Exchange believes that the proposed
change furthers the Commission's goal in adopting Regulation NMS of
fostering integrated competition among orders, which promotes ``more
efficient pricing of individual stocks for all types of orders, large
and small.'' \40\
---------------------------------------------------------------------------

    \39\ 15 U.S.C. 78f(b)(8).
    \40\ See Securities Exchange Act Release No. 51808, 70 FR 37495,
37498-99 (June 29, 2005) (S7-10-04) (Final Rule).
---------------------------------------------------------------------------

    Intramarket Competition. The Exchange believes its proposed
amendments to its Fee Schedule would not impose any burden on
competition that is not necessary or appropriate in furtherance of the
purposes of the Act. The Exchange does not believe that the proposed
change represents a significant departure from previous pricing offered
by the Exchange or its competitors. The proposed changes are designed
to attract additional order flow to the Exchange. The Exchange believes
that the proposed lower volume requirements and alternative criteria to
qualify for existing pricing tiers would continue to incentivize market
participants to direct providing displayed order flow to the Exchange.
The Exchange's proposal to adopt an increased credit for Retail Orders
would also continue to incentivize ETP Holders to direct more of their
Retail Orders to the Exchange. 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.
Moreover, the proposal to modify the Fee Schedule to make clear the
applicability of the cap under the Step Up Tier 4 pricing tier would
not pose an undue burden on competition but would instead add clarity
and transparency to the Fee Schedule regarding the amount of credit
payable under the Step Up Tier 4 pricing tier.

    Intermarket Competition. The Exchange operates in a highly
competitive market in which market participants can readily choose to
send their orders to other exchange and 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 12%. 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 its proposed fee change can
impose any burden on intermarket competition.
    The Exchange believes that the proposed change could promote
competition between the Exchange and other execution venues, including
those that currently offer similar order types and comparable
transaction pricing, by encouraging additional orders to be sent to the
Exchange for execution.

C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others

    No written comments were solicited or received with respect to the
proposed rule change.

III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action

    The foregoing rule change is effective upon filing pursuant to
Section 19(b)(3)(A) \41\ of the Act and subparagraph (f)(2) of Rule
19b-4 \42\ thereunder, because it establishes a due, fee, or other
charge imposed by the Exchange.
---------------------------------------------------------------------------

    \41\ 15 U.S.C. 78s(b)(3)(A).
    \42\ 17 CFR 240.19b-4(f)(2).
---------------------------------------------------------------------------

    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) \43\ of the Act to determine whether the proposed
rule change should be approved or disapproved.
---------------------------------------------------------------------------

    \43\ 15 U.S.C. 78s(b)(2)(B).
---------------------------------------------------------------------------

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<EMAIL_ADDRESS>Please include
File Number SR-NYSEARCA-2020-39 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-2020-39. 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-2020-39, and should be
submitted on or before June 3, 2020.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\44\
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    \44\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020-10219 Filed 5-12-20; 8:45 am]
 BILLING CODE 8011-01-P


[Federal Register Volume 80, Number 215 (Friday, November 6, 2015)]
[Notices]
[Pages 68893-68895]
[FR Doc No: 2015-28336]

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DEPARTMENT OF TRANSPORTATION

Federal Aviation Administration

Office of Commercial Space Transportation; Notice of Intent To
Prepare an Environmental Impact Statement (EIS), Open a Public Scoping
Period, and To Hold a Public Scoping Meeting in Camden County, Georgia

AGENCY: The Federal Aviation Administration (FAA) is the lead Federal
agency. The National Aeronautics and Space Administration and National
Park Service are cooperating agencies for this EIS.

ACTION: Notice of Intent to prepare an EIS, open a public scoping
period, and hold a public scoping meeting.

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SUMMARY: This Notice provides information to Federal, State, and local
agencies; Native American tribes; and other interested persons
regarding the FAA's intent to prepare an EIS to evaluate the potential
environmental impacts of issuing a Launch Site Operator License to the
Camden County Board of Commissioners for a proposed commercial space
launch site (``Spaceport Camden''). The Camden County Board of
Commissioners proposes to construct and operate Spaceport Camden in an
unincorporated area of Woodbine, in Camden County, Georgia. The FAA
will prepare the EIS in accordance with the National Environmental
Policy Act of 1969 (NEPA; 42 United States Code 4321 et seq.), the
Council on Environmental Quality Regulations for Implementing the
Procedural Provisions of NEPA (40 Code of Federal Regulations parts
1500-1508), and FAA Order 1050.1F, Environmental Impacts: Policies and

Procedures, as part of its licensing process. Concurrent with the NEPA
process, the FAA is initiating National Historic Preservation Act
Section 106 Consultation to determine the potential effects of the
Proposed Action on historic properties. The FAA is also consulting with
the U.S. Fish and Wildlife Service (USFWS) under Section 7 of the
Endangered Species Act regarding potential impacts on federally-listed
threatened and endangered species. Pursuant to the U.S. Department of
Transportation Act of 1966, this EIS will comply with the requirements
of Section 4(f) of the Act. Additional information is available online
at: http://www.faa.gov/about/office_org/headquarters_offices/ast/environmental/nepa_docs/review/documents_progress/camden_spaceport/.

DATES: The FAA invites interested agencies, organizations, Native
American tribes, and members of the public to submit comments or
suggestions to assist in identifying significant environmental issues
and in determining the appropriate scope of the EIS. The public scoping
period starts with the publication of this Notice in the Federal
Register. To ensure sufficient time to consider issues identified
during the public scoping period, comments should be submitted to Ms.
Stacey M. Zee, FAA Environmental Specialist, by one of the methods
listed below no later than January 4, 2016. All comments will receive
the same attention and consideration in the preparation of the EIS.

ADDRESSES: Comments, statements, or questions concerning scoping issues
or the EIS process should be mailed to: Ms. Stacey M. Zee, FAA
Environmental Specialist, Spaceport Camden County EIS c/o Leidos, 20201
Century Boulevard, Suite 105, Germantown, MD 20874. Comments can also
be sent by email to<EMAIL_ADDRESS>
SUPPLEMENTARY INFORMATION:

Background

    The FAA is preparing an EIS for the Camden County Board of
Commissioners to construct and operate Spaceport Camden, a proposed
commercial space launch site in an unincorporated area of Woodbine, in
Camden County, Georgia. The County will be required to obtain a Launch
Site Operator License from the FAA for the operation of the launch
site. The EIS will consider the potential environmental impacts of the
Proposed Action and the No Action Alternative; however, based on
comments received during the scoping period, the FAA may analyze
additional alternatives. The successful completion of the environmental
review process does not guarantee that the FAA Office of Commercial
Space Transportation would issue a Launch Site Operator License to the
Camden County Board of Commissioners. The project must also meet all
FAA requirements of a Launch Site Operator License. Individual launch
operators proposing to launch from the site would be required to obtain
a launch license.

Proposed Action

    The Proposed Action is for the FAA to issue a Launch Site Operator
License to the Camden County Board of Commissioners that would allow
the Camden County Board of Commissioners to offer the commercial space
launch site, Spaceport Camden, to commercial launch providers to
conduct launch operations of liquid-fueled, medium-lift-class, orbital
and suborbital vertical launch vehicles. Under the Proposed Action, the
Camden County Board of Commissioners would construct and operate
Spaceport Camden, which would include a vertical launch site, a landing
zone, a control center complex, and a facility that includes visitor-
viewing areas. Spaceport Camden would accommodate up to 12 vertical
launches and up to 12 associated launch vehicle first-stage landings
per year. In addition, there would be up to 12 static fire engine tests
and up to 12 wet dress rehearsals per year.
    The Camden County Board of Commissioners has signed an option to
purchase approximately 4,000 acres of an approximately 12,000-acre
industrial site on which to construct the spaceport, and is considering
purchasing approximately another 7,800 acres of adjoining property in
the same industrial complex. The proposed Spaceport Camden property is
located in an unincorporated area of Woodbine, in Camden County,
approximately 11.5 miles due east of the town of Woodbine, Georgia, in
the extreme southeastern part of the state. Access to the site is at
the eastern termination of Union Carbide Road, an extension of
Harriett's Bluff Road (Exit 7 from I-95). The site is on the coast,
surrounded by salt marshes to the east and south, and the Satilla River
to the north. The property comprises uplands, salt marshes, and fresh
water wetlands. Approximately 100 non-contiguous upland acres would be
used for the launch pad, landing site, control center, and supporting
facilities. Each of these facilities would be fenced to provide
security and access control, as would the approximately 400 acres of
uplands on which these facilities would be located. The remainder of
the site, much of which is marshland, would be used as buffer.
    The vertical launch facility would be approximately 23 acres in
size and would include a launch pad and stand with its associated flame
duct; propellant storage and handling areas; vehicle and payload
integration facility; storage tanks; lightning protection systems;
deluge water systems for local sound and vibration suppression; and
other launch-related facilities and systems. The landing area would be
approximately 11 acres in size and include a proposed 400 foot by 400
foot concrete pad located roughly in the center of the area, with fuel
and oxidizer ``off load'' tanks, and related infrastructure. The
control center complex would be located on the property at a safe
distance from the launch and landing areas. The control center complex
would house the site administration offices, a control room with
related equipment, payload processing/check-out area, and a first-
responder facility. This complex would be situated in an area of
approximately 2.75 acres, and would consist of two buildings with a
parking lot between them. There would be a similar facility constructed
near the main entrance of the property that would mirror the control
center complex in size, design and facilities, but would also include
provisions for visitors and viewing launches.
    Operations would consist of up to 12 launches and up to 12
associated launch vehicle first-stage landings per year. In addition,
other operations could occur, including up to 12 static fire engine
tests and up to 12 wet dress rehearsals per year. All vehicles would
launch to the east over the Atlantic Ocean. Under the Proposed Action,
the first stage of the launch vehicle could return to and land at
Spaceport Camden, or would land in the Atlantic Ocean, either in the
water or on a barge.
    The potential environmental impacts of all proposed construction
and operational activities, including those from launching orbital and
suborbital vertical launch vehicles, will be analyzed in the EIS. The
EIS will evaluate the potential environmental impacts associated with
air quality; biological resources (including fish, wildlife, and
plants); climate; coastal resources; Department of Transportation Act,
Section 4(f); farmlands; hazardous materials, solid waste, and
pollution prevention; historical, architectural, archeological and
cultural resources;

land use; natural resources and energy supply; noise and noise-
compatible land use; socioeconomics, environmental justice, and
children's health and safety risks; visual effects; water resources
(including wetlands, floodplains, surface waters, groundwater, and wild
and scenic rivers). This analysis will include an evaluation of
potential direct and indirect impacts, and will account for cumulative
impacts from other relevant activities in the area of Camden County,
Georgia.

Alternatives

    The alternatives under consideration include the Proposed Action
and the No Action Alternative; however, based on comments received
during the scoping period, the FAA may analyze additional alternatives.
Under the No Action Alternative, the FAA would not issue a Launch Site
Operator License to the Camden County Board of Commissioners.

Scoping Meeting

    A public scoping meeting will be held to solicit input from the
public on potential issues that may need to be evaluated in the EIS.
The scoping meeting will be held on Monday, December 7, 2015, from 5
p.m. to 8 p.m., at the Camden County Public Services Authority
Recreation Center Community Room, 1050 Wildcat Drive, Kingsland,
Georgia 31548. The meeting format will include an open-house workshop
from 5:00 p.m. to 6:00 p.m. The FAA will provide an overview of the
environmental process from 6:00 p.m. to 6:15 p.m., followed by a public
comment period from 6:15 p.m. to 8:00 p.m. During the public comment
period, members of the public may provide up to a 2-minute statement.
The FAA will transcribe oral comments. Members of the public also may
submit written or emailed comments. All comments received during the
scoping period, whether provided in writing or verbally, will be given
equal weight and will be taken into consideration in the preparation of
the Draft EIS.
    More information on the proposed project and the NEPA process is
available on the project Web site at: http://www.faa.gov/about/office_org/headquarters_offices/ast/environmental/nepa_docs/review/documents_progress/camden_spaceport/.

    Issued in Washington, DC, on: November 2, 2015.
Daniel Murray,
Manager, Space Transportation Development Division.
[FR Doc. 2015-28336 Filed 11-5-15; 8:45 am]
BILLING CODE 4910-13-P


[Federal Register Volume 80, Number 50 (Monday, March 16, 2015)]
[Notices]
[Pages 13538-13539]
[FR Doc No: 2015-05936]

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ENVIRONMENTAL PROTECTION AGENCY

[EPA-HQ-OW-2014-0593; FRL 9923-54-OEI]

Information Collection Request Submittal to OMB for Review and
Approval; Comment Request; 2015 Drinking Water Infrastructure Needs
Survey and Assessment (Reinstatement)

AGENCY: Environmental Protection Agency (EPA).

ACTION: Notice.

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SUMMARY: The U.S. Environmental Protection Agency (EPA) has submitted
an information collection request (ICR), ``2015 Drinking Water
Infrastructure Needs Survey and Assessment (Reinstatement)'' (EPA ICR
No. 2234.04, OMB Control No. 2040-0274) to the Office of Management and
Budget (OMB) for review and approval in accordance with the Paperwork
Reduction Act (44 U.S.C. 3501 et seq.). This is a request to reinstate
a previously discontinued collection. Public comments were previously
requested via the Federal Register (79 FR 65209) on November 3, 2014,
during a 60-day comment period. This notice allows for an additional 30
days for public comments. A fuller description of the ICR is given in
this notice, including the ICR's estimated burden and cost to the
public. An Agency may not conduct or sponsor and a person is not
required to respond to a collection of information unless it displays a
currently valid OMB control number.

DATES: Additional comments may be submitted on or before April 15,
2015.

ADDRESSES: Submit your comments, referencing Docket ID No. EPA-HQ-OW-
2014-0593, to (1) EPA online using www.regulations.gov (EPA's preferred
method), by email to<EMAIL_ADDRESS>or by mail to: EPA Docket
Center, Environmental Protection Agency, Mail Code 28221T, 1200
Pennsylvania Ave. NW., Washington, DC 20460; and (2) OMB via email to
<EMAIL_ADDRESS>Address comments to OMB Desk Officer for
EPA.
    EPA's policy is that all comments received will be included in the
public docket without change including any personal information
provided, unless the comment includes profanity, threats, information
claimed to be Confidential Business Information (CBI) or other
information whose disclosure is restricted by statute.

FOR FURTHER INFORMATION CONTACT: Robert Barles, Drinking Water
Protection Division (Mail Code 4606M), Office of Ground Water and
Drinking Water, Environmental Protection Agency, 1200 Pennsylvania
Avenue NW., Washington, DC 20460; telephone number:<PHONE_NUMBER>; fax
number:<PHONE_NUMBER>; email address<EMAIL_ADDRESS>
SUPPLEMENTARY INFORMATION: Supporting documents that explain in detail
the information that EPA will be collecting are available in the public
docket for this ICR. The docket can be viewed online at
www.regulations.gov or in person at the EPA Docket Center, WJC West,
Room 3334, 1301 Constitution Ave. NW., Washington, DC. The telephone
number for the Docket Center is<PHONE_NUMBER>. For additional
information about EPA's public docket, visit http://www.epa.gov/dockets.
    Abstract: The purpose of this information collection is to identify
the infrastructure needs of public water systems for the 20-year period
from January 2015 through December 2034. EPA's Office of Ground Water
and Drinking Water will collect these data to comply with sections
1452(h) and 1452(i)(4) of the Safe Drinking Water Act (42 U.S.C. 300j-
12). The Agency will use a questionnaire to collect capital investment
need information from selected community water systems serving more
than 3,300 persons. Participation in the survey is voluntary. The data
from the questionnaires will provide the Agency with new information
from the field to assist in the 2015 update to the Agency's assessment
of the nationwide infrastructure needs of public water systems. Also,
as mandated by section 1452(a)(1)(D)(ii) of the Safe Drinking Water
Act, EPA uses the results of the latest survey to allocate Drinking
Water State Revolving Fund (DWSRF) monies to the states. Under the
allotment

formula, each state receives a grant of the annual DWSRF appropriation
in proportion to the state's share of the total national need, with the
proviso that each state receives at least one percent of the total
funds available.
    Form Numbers: 6100-02.
    Respondents/affected entities: Community water systems and State
Agencies.
    Respondent's obligation to respond: Voluntary.
    Estimated number of respondents: 2,915 (total).
    Frequency of response: One time.
    Total estimated burden: 12,398 hours (average per year over three
years). Burden is defined at 5 CFR 1320.03(b).
    Total estimated cost: $578,001 (average per year over three years),
includes $0 annualized capital or operation and maintenance costs.
    Changes in Estimates: There is a decrease of 11,000 hours in the
total estimated respondent burden compared with the ICR previously
approved by OMB. This burden reduction is due to the use of statistical
methods such as random sampling and extrapolation, which will reduce
the number of respondents.

Courtney Kerwin,
Acting Director, Collection Strategies Division.
[FR Doc. 2015-05936 Filed 3-13-15; 8:45 am]
 BILLING CODE 6560-50-P