[Federal Register Volume 86, Number 115 (Thursday, June 17, 2021)]
[Notices]
[Pages 32288-32292]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2021-12750]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-92153; File No. SR-NYSEAMER-2021-29]


Self-Regulatory Organizations; NYSE American LLC; Notice of 
Filing and Immediate Effectiveness of Proposed Change Amending the NYSE 
American Equities Price List and Fee Schedule To Establish Pricing for 
Orders Designated as Retail Orders

June 11, 2021.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 
1934 (``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby given 
that, on June 1, 2021, NYSE American LLC (``NYSE American'' or 
``Exchange'') filed with the Securities and Exchange Commission 
(``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

[[Page 32289]]

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 American Equities Price 
List and Fee Schedule (``Price List'') to establish pricing for orders 
designated as ``Retail Orders.'' The Exchange proposes to implement the 
fee changes effective June 1, 2021. The proposed 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 Price List to establish pricing 
for orders designated as ``Retail Orders,'' as defined below.
    The proposed changes respond to the current competitive environment 
where order flow providers have a choice of where to direct Retail 
Orders by offering further incentives for ETP Holders \4\ to send such 
orders to the Exchange.
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    \4\ See Rules 1.1E(m) (definition of ETP) & (n) (definition of 
ETP Holder).
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    The Exchange proposes to implement the fee changes effective June 
1, 2021.
Competitive Environment
    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.'' \5\
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    \5\ 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.'' \6\ Indeed, cash equity trading is currently dispersed 
across 16 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 17% market share.\9\ Therefore, no exchange 
possesses significant pricing power in the execution of cash equity 
order flow. More specifically, the Exchange currently has less than 1% 
market share of executed volume of cash equities trading.\10\
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    \6\ 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).
    \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 the 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 the portion of 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.
Proposed Rule Change
    In response to this competitive environment, the Exchange proposes 
to amend its Price List to establish pricing for orders designated as 
``Retail Orders.''
Proposed Definition of Retail Orders
    To define Retail Orders, the Exchange proposes to amend the 
``General'' section of the Fee Schedule and add a new subheading ``III. 
Retail Orders'' to establish requirements for Retail Orders on the 
Exchange that are based on the requirements to enter orders with 
``retail'' modifiers for purposes of rates available for such orders on 
the Exchange's affiliates, New York Stock Exchange, LLC (``NYSE'') and 
NYSE Arca, Inc. (``NYSE Arca'').\11\
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    \11\ See NYSE Rule 13 regarding Retail Modifiers and the NYSE 
Arca procedures for designating orders with a retail modifier for 
purposes of fee rates. See Securities Exchange Act Release No. 67540 
(July 30, 2012), 77 FR 46539 (August 3, 2012) (SR-NYSEArca-2012-77). 
These requirements are distinct from, but related to, the 
requirements for a ``Retail Order'' on the Retail Liquidity Programs 
available on NYSE and NYSE Arca. See NYSE Rule 7.44 and NYSE Arca 
Rule 7.44-E. The Exchange does not offer a ``Retail Liquidity 
Program.''
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    Proposed paragraph (a) would define ``Retail Order'' as an agency 
order or a riskless principal order that meets the criteria of FINRA 
Rule 5320.03 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 with respect to price or side of market and the 
order does not originate from a trading algorithm or any other 
computerized methodology.
    Proposed paragraph (b) would specify that in order for an ETP 
Holder to access the proposed Retail Order pricing, the ETP Holder 
would be required to designate an order as a Retail Order in the form 
and/or manner prescribed by the Exchange.
    Proposed paragraph (c) would specify that in order to submit a 
Retail Order, an ETP Holder must submit an attestation, in a form 
prescribed by the Exchange, that substantially all orders designated as 
``Retail Orders'' will meet the requirements set out in the definition 
above.
    Proposed paragraph (d) would specify that an ETP Holder must have 
written policies and procedures reasonably

[[Page 32290]]

designed to assure that it will only designate orders as ``Retail 
Orders'' if all requirements of a Retail Order are met. Such written 
policies and procedures must require the ETP Holder to (i) exercise due 
diligence before entering a Retail Order to assure that entry as a 
Retail Order is in compliance with the requirements specified by the 
Exchange, and (ii) monitor whether orders entered as Retail Orders meet 
the applicable requirements. If an ETP Holder represents Retail Orders 
from another broker-dealer customer, the ETP Holder's supervisory 
procedures must be reasonably designed to assure that the orders it 
receives from such broker-dealer customer that it designates as Retail 
Orders meet the definition of a Retail Order. The ETP Holder must (i) 
obtain an annual written representation, in a form acceptable to the 
Exchange, from each broker-dealer customer that sends it orders to be 
designated as Retail Orders that entry of such orders as Retail Orders 
will be in compliance with the requirements specified by the Exchange, 
and (ii) monitor whether its broker-dealer customer's Retail Order flow 
continues to meet the applicable requirements.
    Proposed paragraph (e) would specify that an ETP Holder that fails 
to abide by the requirements specified in paragraphs (a)-(d) would not 
be eligible for the Retail Order rates for orders it designates as 
``Retail Orders.''
Proposed Rates for Retail Orders
    The Exchange proposes that the rates for Retail Orders would be 
available only for transactions in securities priced at or above $1.00. 
To effect this change, the Exchange proposes to amend the Price List 
for transactions in securities priced at or above $1.00, other than 
transactions by Electronic Designated Market Makers in assigned 
securities, to specify that the current fees are ``Standard Rates'' and 
to add new ``Retail Order Rates.'' Specifically, the Exchange proposes 
to delete the column labeled ``Category'' from the existing table and 
to insert subheadings ``1. Securities at or above $1'' and ``a. 
Standard Rates'' above the existing table. The Exchange does not 
propose to make any changes to the rates in the table.
    Below the first row of the existing table, the Exchange proposes to 
add subheading ``b. Retail Order Rates *,'' below which the Exchange 
proposes to specify the rates that orders designated by an ETP Holder 
as ``Retail Orders'' would be eligible for. As proposed, orders 
designated by an ETP Holder as ``Retail Orders'' may qualify for the 
following fees and credits:
     A credit of $0.0030 per displayed share for orders 
designated as Retail Orders that add liquidity. This credit is higher 
than the Exchange's standard credit that ranges between $0.0024 per 
share to $0.0027 per share for displayed and MPL orders adding 
liquidity, depending on Adding ADV.\12\
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    \12\ As defined in the Fee Schedule, Adding ADV means an ETP 
Holder's average daily volume of shares executed on the Exchange 
that provided liquidity.
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     A fee of $0.0010 per share for MPL orders designated as 
Retail Orders that remove liquidity. This fee is lower than the 
Exchange's standard fee of either $0.0026 per share or $0.0030 per 
share for orders that remove liquidity, depending on Adding ADV.
     A fee of $0.0005 per share for orders designated as Retail 
Orders executed in an opening auction, unless a more favorable rate 
applies. This fee is equivalent to the Exchange's standard fee for 
orders executed in an opening auction.
    Below the proposed new Retail Order Rates subsection, the Exchange 
proposes to insert a new heading ``2. Securities Below $1,'' followed 
by the second row of the existing table. The Exchange proposes to 
delete the ``Category'' column of the table and to add the ``Adding 
Liquidity,'' ``Removing Liquidity,'' and ``Executions at Open and 
Close'' column headings that appear in the existing table. The Exchange 
does not propose to make any changes to the rates for transactions in 
securities below $1.
    As noted above, the proposed new subheading ``b. Retail Order Rates 
*'' would include an asterisk. The Exchange proposes to add the 
following text regarding the asterisk: ``* See section III under 
`General' at the end of this Price List for information on designating 
orders as `Retail Orders.' ''
    The proposed pricing available for Retail Orders would be optional 
for ETP Holders. Accordingly, an ETP Holder that does not opt to 
identify qualified orders as Retail Orders would choose not to (i) make 
an attestation to the Exchange, or (ii) maintain the policies and 
procedures described above.
    This proposed change is intended to encourage greater participation 
from ETP Holders and to promote additional liquidity in Retail Orders. 
As described above, ETP Holders have a choice of where to send such 
orders. The Exchange believes that the proposed lower fees could lead 
to more ETP Holders choosing to route their Retail Orders to the 
Exchange for execution rather than to a competing exchange.
    The Exchange does not know how much Retail Order flow ETP Holders 
choose to route to other exchanges or to off-exchange venues. 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 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.
    The proposed rule change is designed to be available to all ETP 
Holders on the Exchange and is intended to provide ETP Holders a 
greater incentive to direct more of their Retail Orders to 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 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, is designed to prevent fraudulent and 
manipulative acts and practices and to promote just and equitable 
principles of trade, 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, supra note 5, 70 FR at 37499.

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[[Page 32291]]

    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 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 Exchange believes that this 
proposal to establish pricing for orders designated as Retail Orders 
represents a reasonable attempt to attract additional Retail Orders to 
the Exchange. 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 and an 
increased opportunity to trade on the Exchange.
    The Exchange believes that proposed General sub-section III is 
reasonable because it would define ``Retail Order'' based on existing 
requirements for orders designated as ``retail'' on NYSE and NYSE Arca, 
and therefore is not novel. The Exchange further believes that the 
designation, attestation, and written policies and procedures required 
by proposed sub-section III are reasonable because they are also based 
on existing procedures for similarly-defined orders on NYSE and NYSE 
Arca, and therefore are not novel.
    In light 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 to establish pricing for orders 
designated as Retail Orders equitably allocates its fees among its 
market participants because all ETP Holders that participate on the 
Exchange may qualify for the proposed credits and fees if they elect to 
send their Retail Orders to the Exchange and properly designate them as 
Retail Orders. 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. The Exchange anticipates that 
multiple ETP Holders that engage in retail trading activity would 
endeavor to send more of their Retail Orders for execution on the 
Exchange, thereby earning the proposed higher credits and paying the 
proposed lower fees.
    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 establishing pricing for orders designated as Retail 
Orders would 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 earn the 
same credits and pay the same fees for Retail Orders executed on the 
Exchange.
    Finally, the submission of Retail Orders is optional for ETP 
Holders in that they could choose whether to submit Retail Orders to 
the Exchange and, if they do, they can choose the extent of their 
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,\16\ 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 fee 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 integrated competition among orders, which 
promotes ``more efficient pricing of individual stocks for all types of 
orders, large and small.'' \17\
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    \16\ 15 U.S.C. 78f(b)(8).
    \17\ See Regulation NMS, supra note 4, 70 FR at 37498-99.
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    Intramarket Competition. The Exchange believes the proposed change 
would not impose any burden on competition that is not necessary or 
appropriate in furtherance of the purposes of the Act. The proposed 
change is designed to attract additional Retail Orders to the Exchange. 
The Exchange believes that the proposed higher credits and lower fees 
would incentivize market participants to direct their Retail Orders to 
the Exchange. Greater overall order flow, trading

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opportunities, and pricing transparency benefit all market participants 
on the Exchange by enhancing market quality and continuing to encourage 
ETP Holders to send orders, thereby contributing towards a robust and 
well-balanced market ecosystem.
    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 currently has less than 1% market share of executed 
volume of equities trading. In such an environment, the Exchange must 
continually adjust its fees and credits 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) \18\ of the Act and subparagraph (f)(2) of Rule 
19b-4 \19\ thereunder, because it establishes a due, fee, or other 
charge imposed by the Exchange.
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    \18\ 15 U.S.C. 78s(b)(3)(A).
    \19\ 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) \20\ of the Act to determine whether the proposed 
rule change should be approved or disapproved.
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    \20\ 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-NYSEAMER-2021-29 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-NYSEAMER-2021-29. 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-NYSEAMER-2021-29 and should be submitted 
on or before July 8, 2021.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\21\
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    \21\ 17 CFR 200.30-3(a)(12).
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Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2021-12750 Filed 6-16-21; 8:45 am]
BILLING CODE 8011-01-P