[Federal Register Volume 86, Number 126 (Tuesday, July 6, 2021)]
[Notices]
[Pages 35551-35554]
[FR Doc No: 2021-14254]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-92291; File No. SR-NYSEArca-2021-52]

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

June 29, 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 June 14, 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 and II
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 modify the per share credit and fee
associated with certain Retail Orders that add and remove liquidity.
The Exchange proposes to implement the fee change effective June 14,
2021.\4\ 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.
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    \4\ The Exchange originally filed to amend the Fee Schedule on
June 1, 2021 (SR-NYSEArca-2021-49). SR-NYSEArca-2021-49 was
subsequently withdrawn and replaced by this filing.
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II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, the self-regulatory organization
included statements concerning the purpose of, and basis for, the
proposed rule change and discussed any comments it received on the
proposed rule change. The text of those statements may be examined at
the places specified in Item IV below. The Exchange has prepared
summaries, set forth in sections A, B, and C below, of the most
significant parts of such statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange proposes to amend the Fee Schedule to modify the per
share credit and fee associated with certain Retail Orders \5\ that add
and remove liquidity. The Exchange proposes to implement the fee change
effective June 14, 2021.
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    \5\ 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).
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Background
    The Exchange operates in a highly competitive market. The
Commission has repeatedly expressed its preference for competition over
regulatory intervention in determining prices, products, and services
in the securities markets. In Regulation NMS, the Commission
highlighted the importance of market forces in determining prices and
SRO revenues and, also, recognized that current regulation of the
market system ``has been remarkably successful in promoting market
competition in its broader forms that are most important to investors
and listed companies.'' \6\
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    \6\ See Securities Exchange Act Release No. 51808 (June 9,
2005), 70 FR 37496, 37499 (June 29, 2005) (File No. S7-10-04) (Final
Rule) (``Regulation NMS'').
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    While Regulation NMS has enhanced competition, it has also fostered
a ``fragmented'' market structure where trading in a single stock can
occur across multiple trading centers. When multiple trading centers
compete for order flow in the same stock, the Commission has recognized
that ``such competition can lead to the fragmentation of order flow in
that stock.'' \7\ Indeed, equity trading is currently dispersed across
16 exchanges,\8\ numerous alternative trading systems,\9\ and broker-
dealer internalizers and wholesalers, all competing for order flow.
Based on publicly-available information, no single exchange currently
has more than 17% market share.\10\ Therefore, no exchange possesses
significant pricing power in the execution of equity order flow. More
specifically, the Exchange currently has less than 10% market share of
executed volume of equities trading.\11\
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    \7\ See Securities Exchange Act Release No. 61358, 75 FR 3594,
3597 (January 21, 2010) (File No. S7-02-10) (Concept Release on
Equity Market Structure).
    \8\ See Cboe U.S. Equities Market Volume Summary, available at
https://markets.cboe.com/us/equities/market_share. See generally
https://www.sec.gov/fast-answers/divisionsmarketregmrexchangesshtml.html.
    \9\ See FINRA ATS Transparency Data, available at https://otctransparency.finra.org/otctransparency/AtsIssueData. A list of
alternative trading systems registered with the Commission is
available at https://www.sec.gov/foia/docs/atslist.htm.
    \10\ See Cboe Global Markets U.S. Equities Market Volume
Summary, available at http://markets.cboe.com/us/equities/market_share/.
    \11\ See id.
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    The Exchange believes that the ever-shifting market share among the
exchanges from month to month demonstrates that market participants can
move order flow, or discontinue or reduce use of certain categories of
products. While it is not possible to know a firm's reason for shifting
order flow, the Exchange believes that one such reason is because of
fee changes at any of the registered exchanges or non-exchange venues
to which a firm routes order flow. The competition for Retail Orders is
even more stark, particularly as it relates to exchange versus off-
exchange venues.
    The Exchange thus needs to compete in the first instance with non-
exchange venues for Retail Order flow, and with the 15 other exchange
venues for that Retail Order flow that is not directed off-exchange.
Accordingly, competitive forces compel the Exchange to use exchange
transaction fees and credits, particularly as they relate to competing
for Retail Order flow, because market participants can readily trade on
competing venues if they deem pricing levels at those other venues to
be more favorable.
    To respond to this competitive environment, the Exchange has
established Retail Order Step-Up tiers,\12\ which are designed to
provide an incentive for ETP Holders to route Retail Orders to the
Exchange by providing higher credits for adding liquidity correlated to
an ETP Holder's higher trading volume in Retail Orders on the Exchange.
Under the Retail Order Step-Up Tiers, ETP Holders also do not pay a fee
when such Retail Orders have a time-in-force of Day and remove
liquidity from the Exchange.
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    \12\ See Retail Order Tier, Retail Order Step-Up Tier 1, Retail
Order Step-Up Tier 2 and Retail Order Step-Up Tier 3 on the Fee
Schedule.

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Proposed Rule Change
    In response to this competitive environment, the Exchange proposes
to modify the per share credit and fee associated with the execution of
orders that are internalized.\13\ An internalized retail order
execution is a trade where two Retail Orders that trade against each
other share the same Market Participant Identifier (``MPID''). As
proposed, the Exchange would not charge a fee or pay a credit for
certain orders that qualify for the Retail Order Step-Up Tier 1, Retail
Order Step-Up Tier 2 and Retail Order Step-Up Tier 3 pricing tiers.
More specifically, the Exchange proposes to not charge a fee or pay a
credit for Retail Orders where each side of the executed order shares
the same MPID, each side of the executed order is a Retail Order with a
time-in-force of Day, and the executed orders have an average daily
volume (``ADV'') of at least 150,000 shares. The proposed rule change
would not create new means of submitting orders to the Exchange nor
would it permit ETP Holders to circumvent the Exchange's order priority
rules. The Exchange's priority rules would continue to apply as they
currently do with respect to the execution of Retail Orders that are
the subject of this proposed rule change.
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    \13\ This occurs when two orders presented to the Exchange from
the same ETP Holder (i.e., MPID) are presented separately and not in
a paired manner, but nonetheless inadvertently match with one
another.
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    Under the Retail Order Step-Up Tier 1 pricing tier, such orders
currently receive a credit of $0.0038 per share for adding liquidity
and do not pay a fee for removing liquidity. Under the Retail Order
Step-Up Tier 2 pricing tier, such orders currently receive a credit of
$0.0035 per share for adding liquidity and do not pay a fee for
removing liquidity. Lastly, under the Retail Order Step-Up Tier 3
pricing tier, such orders currently receive a credit of $0.0036 per
share for adding liquidity and do not pay a fee for removing liquidity.
When both sides of an execution are not Retail Orders or do not share
the same MPID, the Exchange will continue to not charge a fee for
removing liquidity and will provide the credits noted above. The
proposed rule change would not impact orders that qualify for the
Retail Order pricing tier that are internalized. Such orders would
continue to receive a credit of $0.0033 per share for providing
liquidity and would pay a basic rate fee of $0.0030 per share for
removing liquidity.\14\
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    \14\ Under Tier 1, Tier 2 and Tier 3 pricing tiers, such orders
would pay a fee of $0.0029 per share in Tape B securities. See Fee
Schedule.
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    The following example illustrates how the proposed rule change
would operate. Assume an ETP holder qualifies for the Retail Order
Step-Up Tier 3 pricing tier. As such, the ETP Holder would receive a
credit of $0.0036 per share for Retail Orders that add liquidity and
would pay no fee for Retail Orders with a time-in-force of Day that
remove liquidity. Further assume that the ETP holder has an ADV of
Retail Orders with a time-in-force of Day that remove liquidity of
500,000 shares, of which
     250,000 shares ADV where both sides of the executed orders
share the same MPID and are both Retail Orders with a time-in-force of
Day. Both sides of such orders would not pay a fee or receive a credit.
     100,000 shares ADV where both sides of the executed orders
share the same MPID but are not both Retail Orders with a time-in-force
of Day (e.g., the liquidity providing order is not a Retail Order). The
retail removing shares would continue to not pay a fee for removing
liquidity and the non-retail providing shares would continue to receive
the tiered or basic rates that are applicable based on the ETP holder's
qualifying levels.
     The remaining 150,000 shares ADV are where both sides of
the executed orders do not share the same MPID. The retail removing
shares would continue to not pay a fee for removing liquidity and the
non-retail providing shares would continue to receive the tiered or
basic rates that are applicable based on the ETP holder's qualifying
levels.
    If instead, the ETP Holder in the example above has an ADV under
150,000 shares then the ETP Holder would not be subject to the proposed
fee change.
    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,\15\ in general, and furthers the
objectives of Sections 6(b)(4) and (5) of the Act,\16\ in particular,
because it provides for the equitable allocation of reasonable dues,
fees, and other charges among its members, issuers and other persons
using its facilities and does not unfairly discriminate between
customers, issuers, brokers or dealers.
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    \15\ 15 U.S.C. 78f(b).
    \16\ 15 U.S.C. 78f(b)(4) and (5).
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The Proposed Fee Change Is Reasonable
    As discussed above, the Exchange operates in a highly fragmented
and competitive market. The Commission has repeatedly expressed its
preference for competition over regulatory intervention in determining
prices, products, and services in the securities markets. Specifically,
in Regulation NMS, the Commission highlighted the importance of market
forces in determining prices and SRO revenues and, also, recognized
that current regulation of the market system ``has been remarkably
successful in promoting market competition in its broader forms that
are most important to investors and listed companies.'' \17\
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    \17\ See Securities Exchange Act Release No. 51808 (June 9,
2005), 70 FR 37496, 37499 (June 29, 2005).
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    The Exchange believes that the ever-shifting market share among the
exchanges from month to month demonstrates that market participants can
shift order flow, or discontinue to reduce use of certain categories of
products, in response to fee changes. With respect to Retail Orders,
ETP Holders can choose from any one of the 16 currently operating
registered exchanges, and numerous off-exchange venues, to route such
order flow. Accordingly, competitive forces reasonably constrain
exchange transaction fees that relate to Retail Orders on an exchange.
Stated otherwise, changes to exchange transaction fees can have a
direct effect on the ability of an exchange to compete for order flow.
    Given this competitive environment, the proposal represents a
reasonable attempt to attract additional Retail Orders and retain
existing Retail Order flow on the Exchange.
    The Exchange believes that the proposed change to adopt lower
credits for Retail Orders that are internalized is reasonable because
while ETP Holders would no longer receive credits for such orders, they
would also continue to not pay any fees for such orders. Further, as
noted below, the Exchange believes that not providing a credit and not
charging a fee for Retail Orders that are internalized is reasonable
because, despite the lower credit, the resulting pricing would remain
favorable compared to the fees charged for orders that are internalized
by another market,\18\ and will therefore continue to incentivize
market participants to submit Retail Orders to the Exchange. That said,
the Exchange notes that market participants are free to shift their
order flow to competing venues if they believe other markets offer more

favorable fees and credits. Additionally, the proposed rule change
would apply only to a subset of Retail Orders directed to the Exchange
by ETP Holders, i.e., those that share the same MPID and that add and
remove retail liquidity. All other Retail Orders would continue to be
subject to current fees and credits, including those orders that
qualify for the Retail Order pricing tier.
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    \18\ See infra, note 19.
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    The Exchange believes the proposed rule change is also reasonable
as it is designed to incentivize ETP Holders to send orders to the
Exchange that may otherwise be internalized off-exchange, which further
contributes to a deeper, more liquid market and provide even more
execution opportunities for market participants. This overall increase
in activity deepens the Exchange's liquidity pool, offers additional
cost savings, supports the quality of price discovery, promotes market
transparency and improves market quality, for all investors.
    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 is an equitable allocation of
its fees among its market participants because all ETP Holders that
participate on the Exchange will be able to internalize their Retail
Orders on the Exchange at no cost, i.e., they would not receive any
credit or pay any fee for the execution of Retail Orders that are
internalized. 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 Holder
sending more of their Retail Orders to the Exchange. The Exchange
cannot predict with certainty how many ETP Holders would avail
themselves of this opportunity but additional Retail Orders would
benefit all market participants because it would provide greater
execution opportunities on the Exchange.
    Further, given the competitive market for attracting Retail Order
flow, the Exchange notes that with this proposed rule change, the cost
for executing Retail Orders that are internalized would be lower than
the fees charged by other exchanges that the Exchange competes with for
order flow. For example, EDGX Equities (``EDGX'') charges its members
an internalization fee of $0.00050 per share for orders that add
liquidity and a fee of $0.00050 per share for orders that remove
liquidity if such members do not have an adding ADV of 10,000,000
shares.\19\
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    \19\ See EDGX Price List, Fee Codes EA and ER, at https://www.cboe.com/us/equities/membership/fee_schedule/edgx/.
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    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
believes that recalibrating the fees and credits charged for execution
of Retail Orders that are internalized 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.
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.
    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 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
charged the same fee for executing Retail Orders that are internalized.
The Exchange also notes that proposed rule change will not adversely
impact any ETP Holder's ability to qualify for other reduced fee or
enhanced rebate tiers. Lastly, the submission of Retail Orders is
optional for ETP Holders in that they could choose whether to submit
Retail Orders and, if they do, the extent of its activity in this
regard. The Exchange believes that it is subject to significant
competitive forces, as described below in the Exchange's statement
regarding the burden on competition.
    For the foregoing reasons, the Exchange believes that the proposal
is consistent with the Act.

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

    In accordance with Section 6(b)(8) of the Act,\20\ 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 change 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 competition among orders, which promotes ``more efficient
pricing of individual stocks for all types of orders, large and
small.'' \21\
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    \20\ 15 U.S.C. 78f(b)(8).
    \21\ Securities Exchange Act Release No. 51808, 70 FR 37495,
37498-99 (June 29, 2005) (S7-10-04) (Final Rule).
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    Intramarket Competition. The Exchange believes the proposed rule
change does not impose any burden on intramarket competition that is
not necessary or appropriate in furtherance of the purposes of the Act.
Particularly, the proposed change applies to all ETP Holders equally in
that all ETP Holders would be able to internalize Retail Orders on the
Exchange at no cost, i.e., they would receive no credit or pay any fee.
Additionally, the proposed change is designed to attract additional
order flow to the Exchange. The Exchange believes that the proposed
rule change would continue to incentivize market participants to submit
Retail Orders that are internalized and executed on a public and
transparent market rather

than on an off-exchange venue because ETP Holders would be able to
transact such orders at no cost. Greater liquidity benefits all market
participants on the Exchange by providing more trading opportunities
and encourages ETP Holders to send orders, thereby contributing to
robust levels of liquidity, which benefits all market participants. The
proposed pricing for internalizing Retail Orders would be available to
all similarly-situated market participants, and, as such, the proposed
change would not impose a disparate burden on competition among market
participants on the Exchange.
    Intermarket Competition. The Exchange believes the proposed rule
change does not impose any burden on intermarket competition that is
not necessary or appropriate in furtherance of the purposes of the Act.
The Exchange operates in a highly competitive market in which market
participants can readily choose to send their orders to other exchanges
and off-exchange venues if they deem fee levels at those other venues
to be more favorable. As noted above, the Exchange's market share of
intraday trading (i.e., excluding auctions) is currently less than 10%.
In such an environment, the Exchange must continually adjust its fees
and rebates to remain competitive with other exchanges and with off-
exchange venues. Because competitors are free to modify their own fees
and credits in response, and because market participants may readily
adjust their order routing practices, the Exchange does not believe
this proposed fee change would impose any burden on intermarket
competition.
    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 has become effective pursuant to Section
19(b)(3)(A)(ii) of the Act.\22\
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    \22\ 15 U.S.C. 78s(b)(3)(A)(ii).
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    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: (i)
Necessary or appropriate in the public interest; (ii) for the
protection of investors; or (iii) otherwise in furtherance of the
purposes of the Act. If the Commission takes such action, the
Commission shall institute proceedings to determine whether the
proposed rule should be approved or disapproved.

IV. Solicitation of Comments

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

Electronic Comments

     Use the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to<EMAIL_ADDRESS>Please include
File Number SR-NYSEArca-2021-52 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-NYSEArca-2021-52. This
file number should be included on the subject line if email is used. To
help the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's internet website (http://www.sec.gov/rules/sro.shtml).
Copies of the submission, all subsequent amendments, all written
statements with respect to the proposed rule change that are filed with
the Commission, and all written communications relating to the proposed
rule change between the Commission and any person, other than those
that may be withheld from the public in accordance with the provisions
of 5 U.S.C. 552, will be available for website viewing and printing in
the Commission's Public Reference Room, 100 F Street NE, Washington, DC
20549, on official business days between the hours of 10:00 a.m. and
3:00 p.m. Copies of the filing also will be available for inspection
and copying at the principal office of the Exchange. All comments
received will be posted without change. Persons submitting comments are
cautioned that we do not redact or edit personal identifying
information from comment submissions. You should submit only
information that you wish to make available publicly. All submissions
should refer to File Number SR-NYSEArca-2021-52 and should be submitted
on or before July 27, 2021.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\23\
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    \23\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-14254 Filed 7-2-21; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register Volume 77, Number 173 (Thursday, September 6, 2012)]
[Notices]
[Page 54945]
[FR Doc No: 2012-21956]

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DEPARTMENT OF TRANSPORTATION

Office of the Secretary

Notice of Applications for Certificates of Public Convenience and
Necessity and Foreign Air Carrier Permits Filed Under Subpart B
(Formerly Subpart Q) During the Week Ending August 11, 2012

    The following Applications for Certificates of Public Convenience
and Necessity and Foreign Air Carrier Permits were filed under Subpart
B (formerly Subpart Q) of the Department of Transportation's Procedural
Regulations (See 14 CFR 301.201 et seq.). The due date for Answers,
Conforming Applications, or Motions to Modify Scope are set forth below
for each application. Following the Answer period DOT may process the
application by expedited procedures. Such procedures may consist of the
adoption of a show-cause order, a tentative order, or in appropriate
cases a final order without further proceedings.
    Docket Number: DOT-OST-2012-0133.
    Date Filed: August 7, 2012.
    Due Date for Answers, Conforming Applications, or Motion to Modify
Scope: August 28, 2012.
    Description: Application of Air Transport International (``ATI'')
Limited Liability Company requesting the Department disclaim
jurisdiction over the transfer of its certificates of public
convenience and necessity to facilitate the reorganization of ATI from
a Nevada limited liability company to a Delaware corporation, to be
named Air Transport International, Inc.

Renee V. Wright,
Program Manager, Docket Operations, Federal Register Liaison.
[FR Doc. 2012-21956 Filed 9-5-12; 8:45 am]
BILLING CODE 4910-9X-P