[Federal Register Volume 85, Number 33 (Wednesday, February 19, 2020)]
[Notices]
[Pages 9510-9513]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2020-03184]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-88182; File No. SR-NYSEArca-2020-11]


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

February 12, 2020.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that 
on February 3, 2020, NYSE Arca, Inc. (``NYSE Arca'' or the 
``Exchange'') filed with the Securities and Exchange Commission 
(``SEC'' or ``Commission'') the proposed rule change as described in 
Items I, II, and III below, which Items have been prepared by the 
Exchange. 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\ 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''). The Exchange proposes to implement the fee 
changes effective February 3, 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 regarding the 
Exchange's tiered-rebate structure applicable to Lead Market Makers 
(``LMMs''),\3\ and to ETP \4\ Holders affiliated with such LMM, that 
provide displayed liquidity in Tape B securities to the NYSE Arca Book.
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    \3\ The term ``Lead Market Maker'' is defined in Rule 1.1(w) to 
mean a registered Market Maker that is the exclusive Designated 
Market Maker in listings for which the Exchange is the primary 
market.
    \4\ All references to ETP Holders in connection with this 
proposed fee change include Market Makers.
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    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 and 
LMMs to send additional displayed liquidity to the Exchange.
    The Exchange proposes to implement the fee changes effective 
February 3, 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\ 31 alternative trading systems,\8\ 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).\9\ 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 
equity.\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 and LMMs can choose from any 
one of the 13 currently operating registered exchanges to route such 
order flow. Accordingly, competitive forces constrain exchange 
transaction fees and credits that relate to orders that would provide 
displayed liquidity on an exchange.
Proposed Rule Change
    The proposed rule change is designed to be available to all ETP 
Holders and LMMs on the Exchange and is intended to provide ETP Holders 
and LMMs an opportunity to receive enhanced rebates by quoting and 
trading more on the Exchange.
    The Exchange currently provides tier-based incremental credits for 
orders that provide displayed liquidity in Tape B securities to the 
NYSE Arca Book.\11\ Specifically, LMMs that are registered as the LMM 
in Tape B securities that have a consolidated average daily volume 
(``CADV'') in the previous month of less than 100,000 shares, or 0.010% 
of Consolidated Tape B ADV, whichever is greater (``Less Active ETP 
Securities''), and the ETP Holders affiliated with such LMMs, currently 
receive an incremental credit for orders that

[[Page 9511]]

provide displayed liquidity to the Book in any Tape B securities that 
trade on the Exchange.\12\ The current incremental credits and volume 
thresholds are as follows:
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    \11\ See Securities Exchange Act Release Nos. 76084 (October 6, 
2015), 80 FR 61529 (October 13, 2015) (SR-NYSEArca-2015-87); 79597 
(December 19, 2016), 81 FR 94460 (December 23, 2016) (SR-NYSEArca-
2016-165); and 85094 (February 11, 2019), 84 FR 4579 (February 15, 
2019) (SR-NYSEArca-2019-05).
    \12\ The Exchange defines ``affiliate'' to ``mean any ETP Holder 
under 75% common ownership or control of that ETP Holder.'' See Fee 
Schedule, NYSE Arca Marketplace: General.

 An additional credit of $0.0004 per share if an LMM is 
registered as the LMM in at least 300 Less Active ETP Securities
 An additional credit of $0.0003 per share if an LMM is 
registered as the LMM in at least 200 but less than 300 Less Active ETP 
Securities
 An additional credit of $0.0002 per share if an LMM is 
registered as the LMM in at least 100 but less than 200 Less Active ETP 
Securities
 An additional credit of $0.0001 per share if an LMM is 
registered as the LMM in at least 75 but less than 100 Less Active ETP 
Securities
 An additional credit of $0.00005 per share if an LMM is 
registered as the LMM in at least 50 but less than 75 Less Active ETP 
Securities

    The number of Less Active ETP Securities for the billing month is 
based on the number of Less Active ETP Securities in which an LMM is 
registered as the LMM on the average of the first and last business day 
of the previous month.
    With this proposed rule change, the Exchange proposes to amend the 
requirement for a LMM to receive the $0.0003 per share and the $0.0004 
per share incremental credits. As proposed, a LMM, and ETP Holders 
affiliated with such LMM, would receive an incremental credit of 
$0.0003 per share if the LMM is registered as the LMM in at least 200 
Less Active ETP Securities but less than 400 Less Active ETP 
Securities, instead of less than 300 Less Active ETP Securities, or 
alternatively, the LMM, and ETP Holders affiliated with such LMM, would 
receive an incremental credit of $0.0003 per share if the LMM is 
registered as the LMM in at least 200 but less than 300 Less Active ETP 
Securities if the LMM, and ETP Holders affiliated with such LMM, adds 
liquidity in all securities of at least 1.00% of US CADV.
    Additionally, a LMM, and ETP Holders affiliated with such LMM, 
would receive an incremental credit of $0.0004 per share if the LMM is 
registered as the LMM in at least 400 Less Active ETP Securities, 
instead of at least 300 Less Active ETP Securities, or alternatively, 
the LMM, and ETP Holders affiliated with such LMM, would receive an 
incremental credit of $0.0004 per share if the LMM is registered as the 
LMM in at least 300 Less Active ETP Securities if the LMM, and ETP 
Holders affiliated with such LMM, add liquidity in all securities of at 
least 1.00% of US CADV.
    The purpose of the proposed rule change is to encourage LMMs and 
ETP Holders to enhance the market quality in Tape B securities that are 
listed and traded on the Exchange by offering additional opportunities 
to earn incremental credits, which would support the quality of price 
discovery in Less Active ETP Securities on the Exchange and provide 
additional liquidity for incoming orders for the benefit of all market 
participants. The Exchange believes that providing alternative means of 
achieving the incremental credits to LMMs, and ETP Holders affiliated 
with such LMM, that add liquidity across all securities could lead to 
increased trading on the Exchange, and may lead to more LMMs to 
register to quote and trade in Less Active ETP Securities. The Exchange 
believes the proposal would also encourage competition in Tape B 
securities quoted and traded on the Exchange.
    The Exchange does not know how much order flow LMMs and ETP Holders 
choose to route to other exchanges or to off-exchange venues. The 
incremental credits in NYSE Arca-listed securities are available to all 
LMMs that are registered as the LMM in a security, and to ETP Holders 
that are affiliated with a LMM. Currently, there are no LMMs that 
qualify for the $0.0003 per share credit and 2 LMMs that qualify for 
the $0.0004 per share credit.\13\ Without having a view of a LMM's 
activity on other markets and off-exchange venues, the Exchange has no 
way of knowing whether this proposed rule change would result in more 
LMMs sending their orders in NYSE Arca-listed securities to the 
Exchange to qualify for the existing credits or whether this proposed 
rule change would result in LMMs to send more of their orders in NYSE 
Arca-listed securities to the Exchange to qualify for such credits. The 
Exchange cannot predict with certainty how many LMMs 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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    \13\ As of January 31, 2020, there are 19 registered LMMs on the 
Exchange that could qualify for the incremental rebates for Less 
Active ETP Securities, all of whom are affiliated with one or more 
ETP 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,\14\ in general, and furthers the 
objectives of Sections 6(b)(4) and (5) of the Act,\15\ 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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    \14\ 15 U.S.C. 78f(b).
    \15\ 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.'' \16\
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    \16\ 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.'' 
\17\ Indeed, equity trading is currently dispersed across 13 
exchanges,\18\ 31 alternative trading systems,\19\ and numerous broker-
dealer internalizers and wholesalers, all competing for order flow. As 
noted above, no exchange possesses significant pricing power in the 
execution of equity order flow.
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    \17\ See Securities Exchange Act Release No. 51808, 84 FR 5202, 
5253 (February 20, 2019) (File No. S7-05-18) (Final rule).
    \18\ See Cboe Global Markets, U.S Equities Market Volume 
Summary, available at https://markets.cboe.com/us/equities/market_share/.
    \19\ 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.
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    The Exchange believes that the ever-shifting market share among the 
exchanges from month to month

[[Page 9512]]

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, LMMs and 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.
    The Exchange believes the proposed rule change to amend the 
requirement to qualify for the incremental credit of $0.0003 per share 
and $0.0004 per share, and adopting an alternative way to qualify for 
such incremental credits is reasonable because it is intended to 
continue to encourage LMMs, and ETP Holders affiliated with such LMM, 
to promote price discovery and market quality in all securities, not 
just Less Active ETP Securities, for the benefit of all market 
participants. The Exchange believes the proposed rule change is 
reasonable and appropriate in that the credits are based on the amount 
of business transacted on the Exchange. The Exchange believes that 
providing incremental credits to ETP Holders affiliated with a LMM that 
add liquidity in all securities, not just Less Active ETP Securities, 
is reasonable because the Exchange believes that by providing amended 
thresholds to qualify for the rebates, more LMMs may register to quote 
and trade in Less Active ETP Securities and generally transact more in 
all securities on the Exchange. The Exchange believes the proposed 
amendment to qualify for the current incremental credit for adding 
liquidity is also reasonable because it would encourage liquidity and 
competition in all securities quoted and traded on the Exchange. 
Moreover, the Exchange believes that the proposed fee change could 
incentivize LMMs to register as an LMM in Less Active ETP Securities 
and thus, add more liquidity in all securities, and in particular Tape 
B securities, to the benefit of all market participants.
    Submission of additional liquidity to the Exchange would promote 
price discovery and transparency and enhance order execution 
opportunities for LMMs from the substantial amounts of liquidity 
present on the Exchange. All participants, including LMMs, would 
benefit from the greater amounts of liquidity that will be present on 
the Exchange, which would provide greater execution opportunities.
    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 the proposed rule change to amend the volume 
thresholds to qualify for the incremental LMM credits and providing an 
alternative way to qualify for such incremental credits is equitable 
because it provides discounts that are reasonably related to the value 
to the Exchange's market quality associated with higher volumes. The 
Exchange further believes that the incremental rebate is equitable 
because it is consistent with the market quality and competitive 
benefits associated with the fee program and because the magnitude of 
the additional rebate is not unreasonably high in comparison to the 
rebate paid with respect to other displayed liquidity-providing orders. 
The Exchange believes that it is equitable to offer increased rebates 
to LMMs as LMMs are subject to additional requirements and obligations 
(such as quoting requirements) that other market participants are not. 
The Exchange also believes that allowing ETP Holders to receive 
enhanced credits based on activities of their affiliates is equitable 
and not unfairly discriminatory because the Exchange believes that ETP 
Holders affiliated with LMMs may qualify to earn enhanced credits in 
recognition of their shared economic interest, which includes the 
heightened obligations imposed on LMMs. ETP Holders unaffiliated with 
LMMs do not share the same type of economic interests. Further, ETP 
Holders not affiliated with a LMM have an opportunity to establish such 
affiliation by several means, including but not limited to, a business 
combination or the establishment of their own market making operation, 
which each unaffiliated firm has the potential to establish.
The Proposed Fee Change Is Not Unfairly Discriminatory
    The Exchange believes that the proposed rule change is not unfairly 
discriminatory. In the prevailing competitive environment, LMMs and ETP 
Holders are free to disfavor the Exchange's pricing if they believe 
that alternatives offer them better value.
    The Exchange believes it is not unfairly discriminatory to amend 
the volume thresholds to qualify for the incremental rebates and to 
adopt an alternative method to qualify for such credits applicable to a 
LMM, and ETP Holders affiliated with such LMM, for orders that provide 
displayed liquidity in NYSE Arca-listed securities for which they are 
registered as the LMM, as the amended requirements would apply on an 
equal basis to all such participants. Further, the Exchange believes 
the proposed amendment to qualify for the incremental credit would 
incentivize LMMs to send more orders to the Exchange. The Exchange also 
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.
    The proposal to amend the volume thresholds to qualify for the 
incremental rebates neither targets nor will it have a disparate impact 
on any particular category of market participant. The proposal does not 
permit unfair discrimination because the proposed threshold would be 
applied to all similarly situated LMMs, who would all be eligible for 
the same credit on an equal basis. Accordingly, no LMM already 
operating on the Exchange would be disadvantaged by this allocation of 
fees.
    Finally, the submission of orders to the Exchange is optional for 
LMMs and 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,\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 changes would encourage the submission of additional 
liquidity to a public exchange, thereby promoting market depth, price 
discovery and transparency and enhancing order execution

[[Page 9513]]

opportunities for LMMs and 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.'' \21\
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    \20\ 15 U.S.C. 78f(b)(8).
    \21\ See Securities Exchange Act Release No. 51808, 70 FR 37495, 
37498-99 (June 29, 2005) (S7-10-04) (Final Rule).
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    Intramarket Competition. The proposed change is designed to attract 
additional order flow to the Exchange. The Exchange believes that the 
amended thresholds to qualify for the incremental credit applicable to 
LMMs, and ETP Holders affiliated with such LMM, would continue to 
incentivize market participants to direct their displayed order flow to 
the Exchange. Greater liquidity benefits all market participants on the 
Exchange by providing more trading opportunities and encourages LMMs, 
to send orders to the Exchange, thereby contributing to robust levels 
of liquidity, which benefits all market participants. The proposed 
thresholds to qualify for the incremental credit would be applicable 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 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 current market share of intraday trading (i.e., 
excluding auctions) is 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 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) \22\ of the Act and subparagraph (f)(2) of Rule 
19b-4 \23\ thereunder, because it establishes a due, fee, or other 
charge imposed by the Exchange.
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    \22\ 15 U.S.C. 78s(b)(3)(A).
    \23\ 17 CFR 240.19b-4(f)(2).
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    At any time within 60 days of the filing of such proposed rule 
change, the Commission summarily may temporarily suspend such rule 
change if it appears to the Commission that such action is necessary or 
appropriate in the public interest, for the protection of investors, or 
otherwise in furtherance of the purposes of the Act. If the Commission 
takes such action, the Commission shall institute proceedings under 
Section 19(b)(2)(B) \24\ of the Act to determine whether the proposed 
rule change should be approved or disapproved.
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    \24\ 15 U.S.C. 78s(b)(2)(B).
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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 protected]. Please include 
File Number SR-NYSEArca-2020-11 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-2020-11. 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 offices 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-2020-11, and should be 
submitted on or before March 11, 2020.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\25\
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    \25\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020-03184 Filed 2-18-20; 8:45 am]
 BILLING CODE 8011-01-P