67414 Federal Register / Vol. 88, No. 188 / Friday, September 29, 2023 / Notices 

23 17 CFR 240.19b–4(f)(6). 

24 17 CFR 240.19b–4(f)(6)(iii). 

25For purposes only of waiving the 30-day 

operative delay, the Commission has considered the 

proposed rule change’s impact on efficiency, 

competition, and capital formation. See 15 U.S.C. 

78c(f). 

26 17 CFR 200.30–3(a)(12). 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

A proposed rule change filed under 

Rule 19b–4(f)(6) 23 normally does not 

become operative prior to 30 days after 

the date of the filing. However, pursuant 

to Rule 19b4(f)(6)(iii),24 the Commission 

may designate a shorter time if such 

action is consistent with the protection 

of investors and the public interest. The 

Exchange has asked the Commission to 

waive the 30-day operative delay so that 

the proposal may become operative 

immediately upon filing. MIAX Emerald 

has indicated that the immediate 

operation of the proposed rule change is 

appropriate because it would allow the 

Exchange to implement the proposed 

changes to its continuing education 

rules without delay, thereby eliminating 

the possibility of a significant regulatory 

gap between the FINRA rules and the 

Exchange rules, providing more uniform 

standards across the securities industry, 

and helping to avoid confusion for 

Exchange members that are also FINRA 

members. MIAX Emerald also noted that 

FINRA plans to conduct additional 

public outreach efforts to promote 

awareness of the MQP and the 

availability of the Second Enrollment 

Period among Look-Back Individuals. 

Therefore, MIAX Emerald indicated that 

the immediate operation of the 

proposed rule change is also appropriate 

because it would help to further notify 

Look-Back Individuals of their options 

and provide additional time for them to 

consider whether they wish to 

participate in the MQP before the 

December 31, 2023 deadline. For these 

reasons, the Commission believes that 

waiver of the 30-day operative delay for 

this proposal is consistent with the 

protection of investors and the public 

interest. Accordingly, the Commission 

hereby waives the 30-day operative 

delay and designates the proposal 

operative upon filing.25

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 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 

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 (https://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include file number SR– 

EMERALD–2023–25 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–EMERALD–2023–25. 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 (https://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 

a.m. and 3 p.m. Copies of the filing also 

will be available for inspection and 

copying at the principal office of the 

Exchange. Do not include personal 

identifiable information in submissions; 

you should submit only information 

that you wish to make available 

publicly. We may redact in part or 

withhold entirely from publication 

submitted material that is obscene or 

subject to copyright protection. 

All submissions should refer to file 

number SR–EMERALD–2023–25 and 

should be submitted on or before 

October 20, 2023. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.26

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2023–21348 Filed 9–28–23; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–98495; File No. SR– 

NYSENAT–2023–20] 

Self-Regulatory Organizations; NYSE 

National, Inc.; Notice of Filing of 

Proposed Change To Amend the NYSE 

National Schedule of Fees and Rebates 

September 25, 2023. 

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 

September 12, 2023, NYSE National, 

Inc. (‘‘NYSE National’’ or the 

‘‘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 solicit 

comments on the proposed rule change 

from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to amend the 

NYSE National Schedule of Fees and 

Rebates (‘‘Fee Schedule’’) to reflect fees 

and credits relating to the NYSE 

National Retail Liquidity Program. 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, 


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Federal Register / Vol. 88, No. 188 / Friday, September 29, 2023 / Notices 67415 

3See Securities Exchange Act Release No. 98169 

(August 18, 2023), 88 FR 57508 (August 23, 2023) 

(SR–NYSENAT–2023–17) (Notice of Filing and 

Immediate Effectiveness of Proposed Rule Change 

to Amend Rule 7.44). 

4The Exchange previously filed to amend the Fee 

Schedule on August 28, 2023 (SR–NYSENAT– 

2023–19) and withdrew such filing on September 

12, 2023. 

5See 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’’). 

6See Securities Exchange Act Release No. 61358, 

75 FR 3594, 3597 (January 21, 2010) (File No. S7– 

02–10) (Concept Release on Equity Market 

Structure). 

7See 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/divisionsmarketregmr

exchangesshtml.html. 

8See 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. 

9See Cboe Global Markets U.S. Equities Market 

Volume Summary, available at http://

markets.cboe.com/us/equities/market_share/. 

10See id. 

11See note 4, supra. See also Rule 7.44. 

12See Rule 7.44(a)(3). 

13See Rule 7.44(e). 

14See Rules 7.44(a)(1) (defining RMO), 7.44(a)(2) 

(defining Retail Order), and 7.44(f) (describing the 

operation and designation of Retail Orders). 

15See https://www.nyse.com/trader-update/

history#110000643248. 

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 reflect fees and credits 

relating to the newly implemented 

NYSE National Retail Liquidity Program 

(the ‘‘RLP’’ or ‘‘Program’’).3 The 

Exchange proposes to implement the fee 

change effective September 12, 2023.4

Background 

The Exchange operates in a highly 

competitive market. The Securities and 

Exchange Commission (‘‘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

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, 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 18% 

market share.9 Therefore, no exchange 

possesses significant pricing power in 

the execution of equity order flow. More 

specifically, the Exchange’s share of 

executed volume of equity trades in 

Tapes A, B and C securities combined 

is less than 1%.10

The Exchange believes that the evershifting 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 nonexchange venues to which a firm routes 

order flow. Accordingly, competitive 

forces constrain exchange transaction 

fees, and market participants can readily 

trade on competing venues if they deem 

pricing levels at those other venues to 

be more favorable. 

The Exchange utilizes a ‘‘takermaker’’ or inverted fee model to attract 

orders that provide liquidity at the most 

competitive prices. Under the takermaker model, offering rebates for taking 

(or removing) liquidity increases the 

likelihood that market participants will 

send orders to the Exchange to trade 

with liquidity providers’ orders. This 

increased taker order flow provides an 

incentive for market participants to send 

orders that provide liquidity. The 

Exchange generally charges fees for 

order flow that provides liquidity. These 

fees are reasonable due to the additional 

marketable interest (in part attracted by 

the Exchange’s rebate to remove 

liquidity) with which those order flow 

providers can trade. 

Proposed Rule Change 

The Commission recently noticed for 

immediate effectiveness the Exchange’s 

proposed rule change to introduce the 

RLP.11 The purpose of the program is to 

attract retail order flow to the Exchange 

and allow such order flow to receive 

potential price improvement at the 

midpoint or better. The RLP allows ETP 

Holders to provide potential price 

improvement to retail investor orders in 

the form of a non-displayed order that 

is priced at the less aggressive of the 

midpoint of the PBBO or its limit price, 

called a Retail Price Improvement Order 

(‘‘RPI Order’’).12 When there is an RPI 

Order in a particular security that is 

eligible to trade at the midpoint of the 

PBBO, the Exchange disseminates an 

indicator, known as the Retail Liquidity 

Identifier, that such interest exists.13

Retail Member Organizations (‘‘RMOs’’) 

would be able to submit a Retail Order 

to the Exchange, which interacts, to the 

extent possible, with available contraside RPI Orders and may interact with 

other liquidity on the Exchange, 

depending on the Retail Order’s 

instructions.14 The segmentation in the 

Program would allow retail order flow 

to receive potential price improvement 

as a result of that order flow being 

deemed more desirable by liquidity 

providers. 

In connection with the 

implementation of the RLP,15 the 

Exchange proposes to amend the Fee 

Schedule to provide for fees and credits 

for orders executed in the Program. The 

Exchange proposes to modify the Fee 

Schedule to add new Section D.3., ‘‘Fees 

and credits applicable to executions in 

the Retail Liquidity Program,’’ and 

proposes that Section D.3. would 

provide for the following fees and 

credits: 

• For RPI Orders that execute against 

a Retail Order submitted by an RMO: no 

fee or credit will apply. 

• For other (non-RPI Order) liquidity 

that executes against a Retail Order 

submitted by an RMO: the existing 

Tiered or Basic Rates set forth in the Fee 

Schedule, based on a firm’s qualifying 

levels, will apply. 

• For a Retail Order submitted by an 

RMO that executes against an RPI Order 

or against other non-RPI Order interest 

that is priced better than the PBBO 

(‘‘price-improving interest’’): a ($0.0003) 

credit will apply. 

• For a Type 2 Retail Order submitted 

by an RMO that executes against nonprice-improving interest: the existing 

Tiered or Basic Rates set forth in the Fee 

Schedule, based on a firm’s qualifying 

levels, will apply. 

The Program is intended to attract 

retail order flow to the Exchange, 

including by facilitating opportunities 

for such order flow to receive potential 

price improvement at the midpoint or 

better, and to promote competition for 

retail order flow among execution 

venues (including those that also offer 


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67416 Federal Register / Vol. 88, No. 188 / Friday, September 29, 2023 / Notices 

16See NYSE National Fee Schedule, Section D.2. 

(Rates for Removing Liquidity (Per Share)). 

17See Securities Exchange Act Release No. 98347 

(September 11, 2023) (SR–NYSEARCA–2023–59) 

(describing fee structure for former NYSE Arca 

Retail Liquidity Program, in which NYSE Arca—as 

a maker-taker market—conversely offered a $0.0003 

credit to RPI Order executions against Retail 

Orders). 

18See NYSE Price List, Fees and Credits 

Applicable to Executions in the Retail Liquidity 

Program (no charge for a Retail Order submitted by 

a Retail Member Organization that executes against 

an RPI or MPL Order). 

19A Type 2 Retail Order trades first with 

available RPI Orders and all other orders with a 

working price below (above) the PBO (PBB) on the 

Exchange Book. Any remaining quantity of a Type 

2 Retail Order may then trade with orders on the 

Exchange Book at prices equal to or above (below) 

the PBO (PBB). Type 2 Retail Orders differ from 

Type 1 Retail Orders (which trade only with 

available RPI Orders and all other orders with a 

working price below (above) or equal to the 

midpoint of the PBBO on the Exchange Book) 

because they would be able to trade first with all 

contra-side orders inside the PBBO and then would 

have the opportunity to trade as a Limit IOC Order, 

as such order is defined in Rule 7.31. See Rules 

7.44(f)(1) (defining Type 1 Retail Order) and 

7.44(f)(2) (defining Type 2 Retail Order). Thus, a 

Type 2 Retail Order may be subject to two different 

rates, as proposed. If, for example, 100 shares of a 

Type 2 Retail Order for 200 shares executes against 

an RPI Order, a ($0.0003) credit would apply to that 

portion of the order; if the remaining 100 shares of 

the Type Retail Order then executes against nonprice-improving interest on the Exchange Book, that 

portion of the order would receive the Tiered or 

Basic rates for which the entering firm qualifies. 

20See note 18, supra (describing fee structure for 

NYSE Arca Retail Liquidity Program, in which nondisplayed liquidity and displayable odd lot interest 

priced better than the PBBO (i.e., non-RPI Order 

interest) that executes against a Retail Order would 

receive Tiered or Basic Rates based on the firm’s 

qualification for such levels). 

21See id. (‘‘An RMO Retail Order that executes 

outside of the Retail Liquidity Program . . . 

receives pricing applicable to Tiered or Standard 

Rates in the Fee Schedule.’’) 

22 15 U.S.C. 78f(b). 

23 15 U.S.C. 78f(b)(4) and (5). 

24See note 6, supra. 

25See note 17, supra. 

retail price improvement programs), 

which would benefit retail investors by 

creating additional price improvement 

opportunities for marketable retail order 

flow on a public exchange. ETP Holders 

are not required to submit Retail Orders 

or RPI Orders, and all ETP Holders that 

participate in the Program would be 

subject to the same fees and credits, as 

outlined above. The Exchange believes 

that the proposed credits offered to 

Retail Orders that execute against RPI 

Orders or other price-improving interest 

would encourage ETP Holders to direct 

retail order flow to the Exchange, and 

that the amounts of those credits are 

reasonable and consistent with the 

range of credits currently offered to nonRetail Orders that remove liquidity on 

the Exchange.16 The Exchange notes 

that this proposed credit for Retail 

Orders is also comparable to the credit 

previously offered by the Exchange’s 

affiliate, NYSE Arca, Inc. (‘‘NYSE 

Arca’’), for orders in its nowdiscontinued Retail Liquidity 

Program.17 The Exchange also believes 

that its proposal to not apply any fee or 

credit to RPI Orders that execute against 

Retail Orders could encourage ETP 

Holders to submit RPI Orders for 

execution against Retail Orders, thereby 

promoting additional trading 

opportunities for retail order flow on the 

Exchange. The Exchange notes that not 

applying any fee or credit to RPI Orders 

is also consistent with pricing in the 

Retail Liquidity Program offered by its 

affiliate, New York Stock Exchange LLC 

(‘‘NYSE’’).18 Finally, the Exchange 

believes that applying existing Tiered or 

Basic Rates, based on a firm’s qualifying 

levels, to non-RPI Order interest that 

executes against a Retail Order and to 

Type 2 Retail Orders 19 that execute 

against non-price-improving interest is 

reasonable, as those ETP Holders would 

continue to receive the rates for which 

they qualify under the current Fee 

Schedule. The Exchange notes that 

applying Tiered or Basic rates to nonRPI Order interest that executes against 

a Retail Order is consistent with pricing 

previously associated with the NYSE 

Arca Retail Liquidity Program.20 With 

respect to Type 2 Retail Orders, because 

a remainder quantity of the order may 

execute against non-price-improving 

interest on the Exchange Book outside 

of the Program, the Exchange believes it 

is reasonable to apply Tiered or Basic 

rates to such portion of the Retail Order, 

consistent with the pricing currently 

offered to other removing orders that do 

not receive price improvement. The 

Exchange notes that this treatment of 

Type 2 Retail Orders is also consistent 

with the fee structure that was in place 

for the NYSE Arca Retail Liquidity 

Program, which offered an identical 

Type 2 Retail Order.21

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

Section 6(b) of the Act,22 in general, and 

furthers the objectives of Sections 

6(b)(4) and (5) of the Act,23 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. 

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.’’ 24

The Exchange believes that the evershifting market share among the 

exchanges from month to month 

demonstrates that market participants 

can shift order flow, or discontinue or 

reduce use of certain categories of 

products, in response to fee changes. 

Accordingly, changes to exchange 

transaction fees can have a direct effect 

on the ability of an exchange to compete 

for order flow. 

In particular, the Exchange believes 

the proposed rule change is a reasonable 

means to encourage ETP Holders to 

participate in the RLP. The Program is 

offered by the Exchange on a voluntary 

basis; no rule or regulation requires that 

the Exchange offer it, and nor does any 

rule or regulation require market 

participants to participate in it. Instead, 

the Program is intended to encourage 

opportunities for retail order flow to 

receive price improvement at the 

midpoint or better, including by offering 

credits to Retail Orders submitted by 

RMOs for execution in the Program (and 

consistent with the Exchange’s takermaker model, in which offering rebates 

for taking (or removing) liquidity 

increases the likelihood that market 

participants will direct order flow to the 

Exchange). The Exchange further 

believes that its proposal to apply 

Tiered or Basic rates to the portion of 

Type 2 Retail Orders that execute 

against non-price-improving interest is 

reasonable, as it would apply standard 

pricing to the portion of the order that 

executes outside of the Retail Liquidity 

Program (and is consistent with the 

Exchange’s current pricing for liquidity 

removing orders that do not receive 

price improvement). The Exchange also 

believes the amounts of the credits 

offered are reasonable and consistent 

with the Exchange’s existing fee 

structure, and are in line with credits 

currently offered by the Exchange to 

other non-retail liquidity removing 

orders.25 The Exchange also believes 

that the proposed fees and credits that 

would apply to RPI Orders and other 

(non-RPI Order) price-improving 

interest that executes against Retail 

Orders are reasonable and designed to 

encourage ETP Holders to direct orders 


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26See also notes 18, 19, 21 & 22, supra. 

27See also id. 

28See also note 27, supra. 

29 15 U.S.C. 78f(b)(8). 

30See note 6, supra. 31 15 U.S.C. 78s(b)(3)(A). 

to the Exchange to interact with retail 

order flow. Finally, as noted above, the 

Exchange’s proposed fees and credits 

are consistent with the fee structures 

associated with the Retail Liquidity 

Programs currently or previously offered 

by its affiliated exchanges.26

The Exchange believes its proposal 

equitably allocates its fees among its 

market participants. The Exchange 

believes that the proposal represents an 

equitable allocation of fees because it 

would apply uniformly to all ETP 

Holders, in that all ETP Holders that 

participate in the RLP would be subject 

to the same fees and credits. While the 

Exchange has no way of knowing 

whether this proposed rule change 

would encourage ETP Holders to 

participate in the Program, the Exchange 

believes that the fees and credits 

associated with the Program are 

designed to incentivize ETP Holders to 

direct both Retail Orders and RPI Orders 

to the Program by offering credits to 

Retail Orders that execute against RPI 

Orders or other price-improving 

interest, applying the Tiered or Basic 

Rates for which an ETP Holder qualifies 

to non-RPI Order executions against 

Retail Orders and Type 2 Retail Order 

executions against non-price-improving 

interest, and not applying any fee or 

credit to RPI Orders that execute against 

Retail Orders. The Exchange further 

notes that, as discussed above, the 

proposed fee structure for the Program 

is consistent with the fees and credits 

associated with the Retail Liquidity 

Programs currently or previously offered 

by its affiliated exchanges.27

The Exchange believes that the 

proposal is not unfairly discriminatory, 

as the proposed fees and credits would 

apply to all similarly situated ETP 

Holders. Moreover, this proposed rule 

change neither targets nor will it have 

a disparate impact on any particular 

category of market participant. Instead, 

the proposed changes are designed to 

encourage ETP Holders to participate in 

the Program, which could promote 

additional price improvements for retail 

order flow as well as competition 

between the Exchange and other 

execution venues. The Exchange 

believes that this proposal does not 

permit unfair discrimination because 

the changes described in this proposal 

would be applied to all ETP Holders 

that participate in the Program. 

Accordingly, no ETP Holder already 

operating on the Exchange would be 

disadvantaged by the proposed 

allocation of fees, and any ETP Holder’s 

participation in the Program is 

voluntary. The Exchange further 

believes that the proposed rule change 

would not permit unfair discrimination 

among ETP Holders because the 

Program would be available to all ETP 

Holders on an equal basis. The 

Exchange believes that the fees and 

credits associated with the Program are 

designed to incentivize ETP Holders to 

participate in the Program by offering 

credits to Retail Orders that execute 

against RPI Orders or other priceimproving interest and not applying any 

fee or credit to RPI Orders that execute 

against Retail Orders. The Exchange also 

believes it is not unfairly discriminatory 

to apply Tiered or Basic rates to non-RPI 

Order executions against Retail Orders 

and to the portion of Type 2 Retail 

Orders that execute against non-priceimproving interest outside of the 

Program, as those ETP Holders would 

receive existing pricing for which they 

qualify. The Exchange also notes that 

the proposed fees and credits for the 

Program are, as discussed above, 

consistent with the fees and credits 

associated with the Retail Liquidity 

Programs currently or previously offered 

by the Exchange’s affiliates.28

Finally, the submission of orders to 

the Exchange is optional for ETP 

Holders in that they could choose 

whether to submit orders to the 

Exchange and, if they do, the extent of 

its activity in this regard. The Exchange 

believes that it is subject to significant 

competitive forces, as described below 

in the Exchange’s statement regarding 

the burden on competition. 

For the foregoing reasons, the 

Exchange believes that the proposal is 

consistent with the Act. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

In accordance with Section 6(b)(8) of 

the Act,29 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. 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.’’ 30

Intramarket Competition. The 

Exchange believes the proposed 

amendment to its Fee Schedule would 

not impose any burden on competition 

that is not necessary or appropriate in 

furtherance of the purposes of the Act. 

The Exchange believes the proposed 

rule change is a reasonable means to 

encourage ETP Holders to participate in 

the RLP. All ETP Holders that qualify as 

RMOs may send Retail Orders to the 

Exchange, and all ETP Holders may 

direct RPI Orders or other interest to the 

Exchange. The Program is offered by the 

Exchange on a voluntary basis, and no 

rule or regulation requires that the 

Exchange offer it. Likewise, ETP 

Holders have the choice whether or not 

to participate in the Program and those 

that choose not to participate will not be 

impacted by the proposed rule change. 

The Exchange also does not believe the 

proposed rule change would impact 

intramarket competition, as the 

proposed rule change would apply 

equally to all ETP Holders that choose 

to direct order flow to the Program, and 

therefore 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 offexchange 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 is currently less than 1%. 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. In addition, as noted 

above, the Exchange believes that the 

Program could promote competition 

between the Exchange and other 

execution venues. 

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 upon filing pursuant to Section 

19(b)(3)(A) 31 of the Act and paragraph 


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67418 Federal Register / Vol. 88, No. 188 / Friday, September 29, 2023 / Notices 

32 17 CFR 200.30–3(a)(12). 

(f) thereunder. 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 necessary or appropriate in the 

public interest, for the protection of 

investors, or otherwise in furtherance of 

the purposes of the Act. 

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 (https://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include file number SR– 

NYSENAT–2023–20 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–NYSENAT–2023–20. 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 (https://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 

a.m. and 3 p.m. Copies of the filing also 

will be available for inspection and 

copying at the principal office of the 

Exchange. Do not include personal 

identifiable information in submissions; 

you should submit only information 

that you wish to make available 

publicly. We may redact in part or 

withhold entirely from publication 

submitted material that is obscene or 

subject to copyright protection. All 

submissions should refer to file number 

SR–NYSENAT–2023–20 and should be 

submitted on or before October 20, 

2023. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.32

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2023–21339 Filed 9–28–23; 8:45 am] 

BILLING CODE 8011–01–P 

SMALL BUSINESS ADMINISTRATION 

Information on SBA Secondary Market 

Program 

AGENCY: Small Business Administration. 

ACTION: Update to secondary market 

program. 

SUMMARY: The purpose of this Notice is 

to inform the public that the Small 

Business Administration (SBA) is 

making no change to the current 

minimum maturity ratio of 92.0% for 

both SBA Standard Pools and WeightedAverage Coupon (WAC) Pools. The 

minimum maturity ratio covers the 

estimated cost of the timely payment 

guaranty for newly formed SBA 7(a) 

loan pools. This update will be 

incorporated, as needed, into the SBA 

Secondary Market Program Guide and 

all other appropriate SBA Secondary 

Market documents. 

DATES: The update will apply to SBA 

7(a) loan pools with an issue date on or 

after October 1, 2023. 

ADDRESSES: Address comments 

concerning this Notice to David Parrish, 

Chief Secondary Market Division, Office 

of Financial Assistance, U.S. Small 

Business Administration, 409 3rd Street 

SW, Washington, DC 20416; or 

david.parrish@sba.gov. 

FOR FURTHER INFORMATION CONTACT: 

David Parrish, Chief Secondary Market 

Division, Office of Financial Assistance 

at (202) 205–6346; or david.parrish@

sba.gov. If you are deaf, hard of hearing, 

or have a speech disability, please dial 

7–1–1 to access telecommunications 

relay services. 

SUPPLEMENTARY INFORMATION: The 

Secondary Market Improvements Act of 

1984, 15 U.S.C. 634(f) through (h), 

authorized SBA to guarantee the timely 

payment of principal and interest on 

Pool Certificates. A Pool Certificate 

represents a fractional undivided 

interest in a ‘‘Pool,’’ which is an 

aggregation of SBA guaranteed portions 

of loans made by SBA Lenders under 

section 7(a) of the Small Business Act, 

15 U.S.C. 636(a). In order to support the 

timely payment guaranty requirement, 

SBA established the Master Reserve 

Fund (MRF), which serves as a 

mechanism to cover the cost of SBA’s 

timely payment guaranty. Borrower 

payments on the guaranteed portions of 

pooled loans, as well as SBA guaranty 

payments on defaulted pooled loans, are 

deposited into the MRF. Funds are held 

in the MRF until distributions are made 

to investors (Registered Holders) of Pool 

Certificates. The interest earned on the 

borrower payments and the SBA 

guaranty payments deposited into the 

MRF supports the timely payments 

made to Registered Holders. 

From time to time, SBA provides 

guidance to SBA Pool Assemblers on 

the required loan and pool 

characteristics necessary to form a Pool. 

These characteristics include, among 

other things, the minimum number of 

guaranteed portions of loans required to 

form a Pool, the allowable difference 

between the highest and lowest gross 

and net note rates of the guaranteed 

portions of loans in a Pool, and the 

minimum maturity ratio of the 

guaranteed portions of loans in a Pool. 

The minimum maturity ratio is equal to 

the ratio of the shortest and the longest 

remaining term to maturity of the 

guaranteed portions of loans in a Pool. 

Based on SBA’s expectations as to the 

performance of future Pools, SBA has 

determined that no change is necessary 

to the minimum maturity ratio from 

fiscal year 2023 for Pools formed on or 

after October 1, 2023. The minimum 

maturity ratio will remain at 92.0%. 

Therefore, effective October 1, 2023, all 

guaranteed portions of loans in 

Standard Pools and WAC Pools 

presented for settlement with SBA’s 

Fiscal Transfer Agent will be required to 

have a minimum maturity ratio of at 

least 92.0%. 

SBA will continue to monitor loan 

and pool characteristics and will 

provide notification of additional 

changes as necessary. It is important to 

note that there is no change to SBA’s 

obligation to honor its guaranty of the 

amounts owed to Registered Holders of 

Pool Certificates and that such guaranty 

continues to be backed by the full faith 

and credit of the United States. 

This program change will be 

incorporated as necessary into SBA’s 

Secondary Market Guide and all other 

appropriate SBA Secondary Market 

documents. As indicated above, this 

change will be effective for Standard 


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