[Federal Register Volume 85, Number 245 (Monday, December 21, 2020)]
[Notices]
[Pages 83125-83129]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2020-28014]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-90668; File No. SR-NYSEARCA-2020-107]


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

December 15, 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 December 3, 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 adjust the credits applicable to a step 
up tier for ETP Holders adding liquidity in Round Lots and Odd Lots in 
Tapes A, B and C securities with a per share price below $1.00. The 
Exchange proposes to implement the fee changes effective December 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 the 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange proposes to amend the Fee Schedule to adjust the 
credits applicable to a step up tier for ETP Holders \4\ adding 
liquidity in Round Lots and Odd Lots in Tapes A, B and C securities 
with a per share price below $1.00.
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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 proposed changes are intended to address an inadvertent mistake 
regarding the level of credits applicable to the step up tier adopted 
by the Exchange in August 2020.\5\
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    \5\ See Securities Exchange Act Release No. 89607 (August 18, 
2020), 85 FR 52179 (August 24, 2020) (SR-NYSEArca-2020-75).
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    The Exchange proposes to implement the fee changes effective 
December 3, 2020.
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

[[Page 83126]]

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 18% 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 Global Markets, U.S Equities Market Volume Summary, 
available at https://markets.cboe.com/us/equities/market_share. See 
generallyhttps://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. With respect to non-marketable order 
flow that would provide liquidity on an Exchange against which market 
makers can quote, ETP Holders can choose from any one of the 16 
currently operating registered exchanges to route such order flow. 
Accordingly, competitive forces constrain exchange transaction fees 
that relate to orders that would provide liquidity on an exchange.
    In response to the competitive environment described above, the 
Exchange has established incentives for ETP Holders who submit orders 
that provide liquidity on the Exchange. The proposed fee change is 
designed to attract additional order flow to the Exchange by offering 
increased credits for executing Round Lots and Odd Lots in Tapes A, B 
and C securities with a share price of less than $1.00 (``Sub-Dollar 
Securities'').
Proposed Rule Change
    The Exchange's Fee Schedule currently provides for tiered credits 
to ETP Holders adding liquidity in Sub-Dollar Securities. Specifically, 
ETP Holders who have an Adding ADV of 1 million shares with a per share 
price below $1.00 (``Sub-Dollar Adding Orders''), and who directly 
execute providing volume in Sub-Dollar Adding Orders equal to at least 
0.20% of the US Consolidated ADV (``CADV'') \12\ with a per share price 
below $1.00 (``Sub-Dollar CADV'') over the ETP Holder's July 2020 Sub-
Dollar Adding ADV taken as a percentage of Sub Dollar CADV (``Sub-
Dollar Baseline''), receive a credit for orders that provide liquidity 
to the Book in Sub-Dollar Adding Orders, as follows:
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    \12\ 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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     0.0005% of the total dollar value for an increase of at 
least 0.20% more but less than 0.50% of Sub-Dollar CADV over the Sub-
Dollar Baseline;
     0.0010% of the total dollar value for an increase of at 
least 0.50% more but less than 0.75% of Sub-Dollar CADV over the Sub-
Dollar Baseline;
     0.00125% of the total dollar value for an increase of at 
least 0.75% more but less than 1.0% of Sub-Dollar CADV over the Sub-
Dollar Baseline; and
     0.0015% of the total dollar value for an increase of at 
least 1.0% more of Sub-Dollar CADV over the Sub-Dollar Baseline.
    When the Exchange originally filed in August 2020 to adopt the step 
up tier for Sub-Dollar Securities, it inadvertently included two 
additional zeroes in the level of the credit. With this proposed rule 
change, the Exchange proposes to adjust the level of each of the above 
credits on the Exchange's Fee Schedule to the following:
     0.05% of the total dollar value for an increase of at 
least 0.20% more but less than 0.50% of Sub-Dollar CADV over the Sub-
Dollar Baseline;
     0.10% of the total dollar value for an increase of at 
least 0.50% more but less than 0.75% of Sub-Dollar CADV over the Sub-
Dollar Baseline;
     0.125% of the total dollar value for an increase of at 
least 0.75% more but less than 1.0% of Sub-Dollar CADV over the Sub-
Dollar Baseline; and
     0.15% of the total dollar value for an increase of at 
least 1.0% more of Sub-Dollar CADV over the Sub-Dollar Baseline.
    The Exchange believes these levels of credit for Sub-Dollar 
Securities will continue to incentivize ETP Holders to increase the 
liquidity-providing orders in Sub-Dollar Securities they send to the 
Exchange, and would support the quality of price discovery on the 
Exchange while also providing additional liquidity for incoming orders. 
The credits offered by the Exchange for adding liquidity in Sub-Dollar 
Securities are intended to increase order flow that would interact with 
liquidity present on the Exchange.
    As noted above, the Exchange operates in a competitive environment, 
particularly as it relates to attracting non-marketable orders, which 
add liquidity to the Exchange. Because the step up tier requires an ETP 
Holder to increase the volume of its trades in orders that add 
liquidity over that ETP Holder's July 2020 baseline, the Exchange 
believes that these credits provide an added incentive for all ETP 
Holders to send additional liquidity to the Exchange.
    The Exchange does not know how much order flow ETP Holders choose 
to route to other exchanges or to off-exchange venues. The Exchange 
believes the credits it offers for adding liquidity in Sub-Dollar 
Securities should serve as an incentive for ETP Holders to direct more 
of their orders in these securities to the Exchange. 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 Holder directing orders to 
the Exchange in order to qualify for the pricing tier. 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.
    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

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Section 6(b) of the Act,\13\ in general, and furthers the objectives of 
Sections 6(b)(4) and (5) of the Act,\14\ 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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    \13\ 15 U.S.C. 78f(b).
    \14\ 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.'' \15\
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    \15\ See Regulation NMS, 70 FR at 37499.
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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 
orders that provide liquidity on an Exchange, ETP Holders can choose 
from any one of the 16 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 proposal to adjust the level of credits 
under the step up tier for adding liquidity in Sub-Dollar Securities is 
reasonable as it would continue to serve as an incentive to ETP Holders 
to send orders in Sub-Dollar Securities directly to NYSE Arca and 
therefore provide liquidity that supports the quality of price 
discovery and promotes market transparency. The Exchange believes the 
pricing tier for Sub-Dollar Securities is reasonable because it allows 
ETP Holders to receive increased credits commensurate with their 
trading on the Exchange. i.e., the more they trade in Sub-Dollar 
Securities, the higher the credit they receive. Moreover, the pricing 
tier benefits market participants whose increased order flow provides 
meaningful added levels of 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,\16\ including the Exchange,\17\ 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.
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    \16\ See e.g., Cboe BZX U.S. Equities Exchange (``BZX'') Fee 
Schedule, Footnote 1, Add Volume Tiers which provide enhanced 
rebates between $0.0028 and $0.0032 per share for displayed orders 
where BZX members meet certain volume thresholds. For Sub-Dollar 
Securities, BZX provides a base credit of $0.00009 per share, and 
provides additional credits of up to $0.0006 per share under its 
Lead Market Maker pricing tier. See BZX Fee Schedule, Add Volume 
Tiers under Lead Market Maker Pricing.
    \17\ 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.
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    Against 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 by fostering liquidity provision and 
stability in the marketplace.
    The Exchange believes the proposed rule change is equitable because 
it allows ETP Holders to receive increased credits for providing 
liquidity in Sub-Dollar Securities. Moreover, the step up pricing tier 
is intended to benefit market participants whose order flow in Sub-
Dollar Securities would provide meaningful added levels of liquidity 
thereby contributing to the depth and market quality on the Exchange. 
There are a number of ETP Holders that currently qualify for the step 
up pricing tier and would continue to qualify under the proposed rule 
change if they maintain their level of trading in Sub-Dollar Securities 
on the Exchange. However, without having a view of ETP Holders' 
activity on other markets and on 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. The Exchange believes 
the current pricing tier, which requires an ETP Holder to increase the 
volume of its trades in orders that add liquidity over that ETP 
Holder's July 2020 baseline, provides an incentive for ETP Holders to 
continue to submit liquidity-providing order flow, which promotes price 
discovery and increases execution opportunities for all ETP Holders. 
The increased credits the Exchange provides therefore encourages the 
submission of additional liquidity in Sub-Dollar Securities 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 benefits all market participants on the Exchange.
    The Exchange believes that offering higher step up credits for 
providing liquidity if the step up requirements for Sub-Dollar 
securities are met, will continue to attract increased order flow and 
liquidity to the Exchange, thereby providing additional price 
improvement opportunities on the Exchange and benefiting investors 
generally. As to those market participants that do not qualify for the 
adding liquidity credits by increasing order flow and liquidity, 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.
    The proposal is also not unfairly discriminatory because it neither 
targets nor will it have a disparate impact on any particular category 
of market participant.
    The Exchange believes it is not unfairly discriminatory to provide 
incrementally higher credits in Sub-Dollar Securities because the 
higher credits would encourage all ETP Holders to provide additional 
liquidity on the Exchange in Sub-Dollar Securities. The current pricing 
tier also

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serves as an incentive to ETP Holders to increase the number of orders 
in Sub-Dollar Securities sent directly to NYSE Arca in order to qualify 
for, and receive, increased credits. The Exchange believes that the 
proposed rule change provides an incentive for ETP Holders to send 
additional liquidity to the Exchange in order to qualify for increased 
credits. 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 Exchange believes that the proposed rule change is not unfairly 
discriminatory because maintaining or increasing the proportion of Sub-
Dollar Securities that are executed on a registered national securities 
exchange (rather than relying on certain available off-exchange 
execution methods) contributes to investors' confidence in the fairness 
of their transactions and benefits all investors by deepening the 
Exchange's liquidity pool, supporting the quality of price discovery, 
promoting market transparency and improving investor protection. 
Finally, the submission of orders in Sub-Dollar Securities to the 
Exchange is optional for ETP Holders in that they can choose whether 
and to what extent to submit such orders to the Exchange.
    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,\18\ 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 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.'' \19\
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    \18\ 15 U.S.C. 78f(b)(8).
    \19\ See Regulation NMS, 70 FR at 37498-99.
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    Intramarket Competition. The proposed changes are designed to 
respond to the current competitive environment and to attract 
additional order flow to the Exchange. The Exchange believes that the 
proposed changes would continue to incentivize market participants to 
direct order flow 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 on the Exchange. The credits for trading in Sub-Dollar 
Securities 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. As such, the Exchange believes the proposed amendments to its 
Fee Schedule would not impose any burden on intramarket competition 
that is not necessary or appropriate in furtherance of the purposes of 
the Act.
    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 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) \20\ of the Act and subparagraph (f)(2) of Rule 
19b-4 \21\ thereunder, because it establishes a due, fee, or other 
charge imposed by the Exchange.
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    \20\ 15 U.S.C. 78s(b)(3)(A).
    \21\ 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) \22\ of the Act to determine whether the proposed 
rule change should be approved or disapproved.
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    \22\ 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-2020-107 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-2020-107. 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

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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-2020-107 and should be submitted on or before January 11, 
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. 2020-28014 Filed 12-18-20; 8:45 am]
BILLING CODE 8011-01-P