68718 Federal Register / Vol. 88, No. 191 / Wednesday, October 4, 2023 / Notices 

16 15 U.S.C. 78s(b)(3)(A). 

17 17 CFR 240.19b–4(f)(6). In addition, Rule19b– 

4(f)(6)(iii) requires a self-regulatory organization to 

give the Commission written notice of its intent to 

file the proposed rule change, along with a brief 

description and text of the proposed rule change, 

at least five business days prior to the date of filing 

of the proposed rule change, or such shorter time 

as designated by the Commission. The Exchange 

has satisfied this requirement. 

18 17 CFR 200.30–3(a)(12). 

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

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change will impose 

any burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. Specifically, 

the Exchange believes that, by extending 

the expiration of the Pilot Programs, the 

proposed rule change will allow for 

further analysis of the Program and a 

determination of how the Program shall 

be structured in the future. In doing so, 

the proposed rule change will also serve 

to promote regulatory clarity and 

consistency, thereby reducing burdens 

on the marketplace and facilitating 

investor protection. 

Specifically, the Exchange does not 

believe the continuation of the Pilot 

Program will impose any unnecessary or 

inappropriate burden on intramarket 

competition because it will continue to 

apply equally to all BZX Options market 

participants, and the Pilot Products will 

continue to be available to all BZX 

Options market participants. The 

Exchange believes there is sufficient 

investor interest and demand in the 

Pilot Programs to warrant its extension. 

The Exchange believes that, for the 

period that the Pilot Programs has been 

in operation, it has provided investors 

with desirable products with which to 

trade. Furthermore, as stated above, the 

Exchange maintains that it has not 

experienced any adverse market effects 

or regulatory concerns with respect to 

the Pilot Programs. The Exchange 

further does not believe that the 

proposed extension of the Pilot 

Programs will impose any burden on 

intermarket competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act because it 

only applies to trading on BZX Options. 

To the extent that the continued trading 

of the Pilot Products may make BZX 

Options a more attractive marketplace to 

market participants at other exchanges, 

such market participants may elect to 

become BZX Options market 

participants. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

The Exchange neither solicited nor 

received comments on the proposed 

rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Because the proposed rule change 

does not: (i) significantly affect the 

protection of investors or the public 

interest; (ii) impose any significant 

burden on competition; and (iii) become 

operative for 30 days from the date on 

which it was filed, or such shorter time 

as the Commission may designate, it has 

become effective pursuant to Section 

19(b)(3)(A) of the Act 16 and 

subparagraph (f)(6) of Rule 19b–4 

thereunder.17 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 

change 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– 

CboeBZX–2023–073 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–CboeBZX–2023–073. 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–CboeBZX–2023–073 and should be 

submitted on or before October 25, 

2023. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.18

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2023–21957 Filed 10–3–23; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–98666; File No. SR–NYSE– 

2023–35] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change To Amend Its 

Price List 

September 29, 2023. 

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 

September 28, 2023, New York Stock 

Exchange LLC (‘‘NYSE’’ 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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4The Exchange originally filed to amend the 

Price List on September 1, 2023 (SR–NYSE–2023– 

31). SR–NYSE–2023–31 was withdrawn on 

September 13, 2023 and replaced by SR–NYSE– 

2023–32. SR–NYSE–2023–32 was withdrawn on 

September 22, 2023 and replaced by SR–NYSE– 

2023–33. SR–NYSE–2023–33 was withdrawn on 

September 28, 2023 and replaced by this filing. 

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 https://

markets.cboe.com/us/equities/market_share/. 10See id. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to amend its 

Price List to (1) modify fee rates and 

requirements for transactions that 

remove liquidity from the Exchange; (2) 

offer a monthly rebate for Designated 

Market Maker (‘‘DMM’’) units with 150 

or fewer assigned securities along with 

incentives for affiliated Supplemental 

Liquidity Providers (‘‘SLPs’’); and (3) 

eliminate an underutilized fee for 

transactions that remove liquidity from 

the Exchange in Tape B and C 

securities. The Exchange proposes to 

implement the fee changes effective 

September 25, 2023. 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 its 

Price List to (1) modify fee rates and 

requirements for transactions that 

remove liquidity from the Exchange; (2) 

offer a monthly rebate for DMM units 

with 150 or fewer assigned securities 

along with incentives for affiliated SLPs; 

and (3) eliminate an underutilized fee 

for transactions that remove liquidity 

from the Exchange in Tape B and C 

securities. 

The proposed changes respond to the 

current competitive environment by 

incentivizing submission of additional 

liquidity in Tape A, B and Tape C 

securities to a public exchange and 

offering an additional incentive to 

smaller DMM units and affiliated SLPs 

to quote on the Exchange. The proposed 

incentive also seeks to attract potential 

new DMM units and affiliated SLPs in 

order to expand and diversify the pool 

of Exchange marker makers. 

The Exchange proposes to implement 

the fee changes effective September 28, 

2023.4

Background 

Current Market and 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

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’s share of executed volume of 

equity trades in Tapes A, B and C 

securities is less than 12%.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 the firm 

routes order flow. Accordingly, 

competitive forces compel the Exchange 

to use exchange transaction fees and 

credits because market participants can 

readily trade on competing venues if 

they deem pricing levels at those other 

venues to be more favorable. 

In response to the competitive 

environment described above, the 

Exchange has established incentives for 

its member organizations who submit 

orders that remove liquidity on the 

Exchange. The Exchange believes that 

the proposed changes, taken together, 

will incentivize submission of 

additional liquidity in Tape A, B and 

Tape C securities to a public exchange, 

thereby promoting price discovery and 

transparency and enhancing order 

execution opportunities for member 

organizations. The Exchange has also 

established incentives for DMM units to 

quote at specified levels. The proposed 

fee change is designed to encourage 

market maker quoting by offering an 

additional incentive to smaller DMM 

units and affiliated SLPs to quote on the 

Exchange. The proposed change could 

also have the added benefit of 

potentially attracting new DMM units 

and affiliated SLPs to the Exchange. 

Proposed Rule Change 

The Exchange proposes to revise the 

rates and requirements for fees for 

transactions that remove liquidity from 

the Exchange and pay DMM units with 

150 or fewer assigned securities a new, 

monthly rebate based on the number of 

assigned securities and time at the 

National Best Bid (‘‘NBB’’) and National 

Best Offer (‘‘NBO,’’ together the 

‘‘NBBO’’) in the applicable security in 

the applicable month, along with a 

minimum SLP credit for adding 

displayed liquidity. The Exchange also 

proposes to eliminate an underutilized 

fee for transactions that remove 

liquidity from the Exchange in Tape B 

and C securities. 


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11The terms ‘‘ADV’’ and ‘‘CADV’’ are defined in 

footnote * of the Price List. 

12For purposes of the Price List, ‘‘affiliate’’ means 

any member organization under 75% common 

ownership or control of that member organization. 

See NYSE Price List, General, II(c), available at 

https://www.nyse.com/publicdocs/nyse/markets/ 

nyse/NYSE_Price_List.pdf. 

13Rule 107B(h)(2)(A) prohibits a DMM from 

acting as a SLP in the same securities in which it 

is registered as a DMM. The Exchange proposes to 

correct the reference in the Price List, which 

incorrectly cites subsection (i). 

14See NYSE Price List, SLP Adding Tiers, 

available at https://www.nyse.com/publicdocs/nyse/ 

markets/nyse/NYSE_Price_List.pdf. 

Charges for Removing Liquidity 

Currently, the Exchange sets forth the 

fees for removing liquidity from the 

Exchange in Tape A securities in a 

different section of the Price List from 

fees for removing liquidity in Tape B 

and C securities, which are grouped 

with credits for adding liquidity in Tape 

B and C securities under their own 

heading in the Price List. 

The Exchange proposes to modify the 

rates and requirements for certain fees 

for removing liquidity in Tapes B and C 

securities. 

First, for non-Floor broker 

transactions that remove liquidity from 

the Exchange (i.e., when taking liquidity 

from the NYSE), the Exchange currently 

offers a fee of $0.00290 in Tape A 

securities and a fee of $0.00295 for Tape 

B and C securities where the member 

organization has an Adding ADV,11

excluding liquidity added by a DMM, 

that is at least 2,000,000 ADV on the 

NYSE in Tape A securities. 

The Exchange proposes to change the 

fee for Tape A securities and revise the 

requirements to qualify for the fees, as 

follows. As proposed, for non-Floor 

broker transactions that remove 

liquidity from the Exchange, the 

Exchange would offer a fee of $0.00300 

in Tape A securities and the current fee 

of $0.00295 for Tape B and C securities 

where the member organization has 

0.05% Adding ADV of Tape A CADV. 

Second, the Exchange currently offers 

a fee of $0.00285 in Tape A securities 

and a fee of $0.00290 in Tape B and C 

securities for non-Floor broker 

transactions if the member organization 

has Adding ADV, excluding liquidity 

added by a DMM, that is at least 

7,000,000 in Tape A and 500,000 ADV 

in Tape B and Tape C combined during 

the billing month. 

The Exchange proposes to change the 

fee for Tape A securities and revise the 

requirements to qualify for the fees, as 

follows. As proposed, for non-Floor 

broker transactions that remove 

liquidity from the Exchange, the 

Exchange would offer a fee of $0.00295 

in Tape A securities and the current fee 

of $0.00290 for Tape B and C securities 

where the member organization has 

0.10% Adding ADV of Tape A CADV 

and 0.007% Adding ADV in Tape B and 

Tape C CADV combined during the 

billing month. 

Third, the Exchange currently offers a 

fee of $0.0028 in Tape A securities and 

a fee of $0.00285 Tape B and C 

securities for non-Floor broker 

transactions if the member organization 

has Adding ADV, excluding liquidity 

added by a DMM, that is at least 

14,000,000 ADV in Tape A securities 

and 750,000 ADV in Tape B and Tape 

C securities combined during the billing 

month. 

The Exchange proposes to change the 

fee for Tape A securities and revise the 

requirements to qualify for the fees, as 

follows. As proposed, for non-Floor 

broker transactions that remove 

liquidity from the Exchange, the 

Exchange would offer a fee of $0.00290 

in Tape A securities and the current fee 

of $0.00285 for Tape B and C securities 

where the member organization has 

0.30% Adding ADV in Tape A CADV 

and 0.01% Adding ADV in Tape B and 

Tape C CADV combined during the 

billing month. 

Finally, the Exchange proposes a new 

tier for non-Floor broker transactions 

that remove liquidity from the 

Exchange. As proposed, member 

organizations would be eligible for a fee 

of $0.00285 in Tape A, Tape B and Tape 

C securities for non-Floor broker 

transactions if the member organization 

(1) has 1.05% Adding ADV in Tape A 

CADV and 0.01% Adding ADV in Tape 

B and Tape C CADV combined during 

the billing month, or (2) is affiliated 12

with a DMM. 

The purpose of this proposed change 

is to encourage member organizations to 

send liquidity to the Exchange. 

Specifically, the first proposed 

qualification method seeks to encourage 

member organizations to send adding 

liquidity as way to achieve eligibility for 

a lower remove fee, which could in turn 

incentivize those member organizations 

to send removing liquidity to the 

Exchange in response to the lower 

remove fee. The second proposed 

qualification method seeks to encourage 

member organizations that are affiliated 

with new and existing DMM units to 

send removing liquidity to the Exchange 

as a way to capture the lower remove 

fee. Because the tier would be new, the 

Exchange does not know how many 

member organizations could qualify 

based on the proposed Adding ADV 

criteria set out in the first prong. 

Similarly, there are 3 member 

organizations affiliated with a DMM 

unit that would be eligible for the lower 

remove based on that affiliation. The 

Exchange does not know, however, 

whether any of these member 

organizations would send sufficient 

Adding ADV volume to the Exchange to 

be eligible for the proposed fee based on 

the first qualification method. Whether 

member organizations become eligible 

for the proposed fee based on the 

proposed Adding ADV criteria or DMM 

affiliation, the Exchange believes that 

both ways incentivize greater 

participation on the Exchange and are 

thus reasonable. In particular, the 

Exchange believes that it is reasonable 

to offer a lower remove fee based on 

affiliation with a DMM unit because if 

the affiliated member organization does 

not qualify for the fee based on adding 

liquidity, the member organization’s 

eligibility based on affiliation could 

provide an incentive to send removing 

liquidity to the Exchange in response to 

the lower remove fee. The Exchange 

believes that eligibility for the proposed 

fee based on affiliation with a DMM unit 

is not unfairly discriminatory because 

member organizations that are not 

affiliated with a DMM unit can still 

qualify for the lower remove fee by 

sending adding liquidity to the 

Exchange and meeting the ADV 

requirements for all Tapes set out in the 

first qualification method. The 

Exchange also notes that it currently 

offers discounts to member 

organizations affiliated with DMM units 

through its SLP tiered pricing. 

Specifically, SLPs that are also DMMs 

subject to Rule 107B(h)(2)(A) 13 and that 

are registered as a DMM in at least 500 

Tape A issues have lower requirements 

for Adding Liquidity to qualify for SLP 

Adding Tiers 1–6.14

The Exchange proposes an approach 

for the removing tiers that will compare 

the liquidity added by member 

organizations from one based on ADV to 

a percentage threshold based on Tape A 

CADV and combined Tape B and C 

CADV. As proposed, the percentage 

threshold will adjust each calendar 

month based on the US average daily 

consolidated share volume in Tape A 

securities and Tape B and Tape C 

securities CADV for that month. By 

allowing tiers to move in sync with 

consolidated volume, the proposed 

change will provide a more consistent 

floor against which to measure member 

organizations’ adding volume on the 

Exchange. In addition, the proposed 

change will provide a more 

straightforward way to communicate 

floating volume tiers while maintaining 

a minimum threshold, an approach 

similar to that adopted by other 


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15For example, NYSE Arca, Inc. (‘‘NYSE Arca’’) 

charges fees for removing liquidity of $0.0030, or 

$0.0029 in Tape B securities for ETP Holders 

meeting the requirements of Adding Tiers 1—4, or 

$0.0029 in Tape C securities for ETP Holders 

meeting the requirements of Tape C Tier 1. See 

NYSE Arca Equities Fees and Charges, available at 

https://www.nyse.com/publicdocs/nyse/markets/ 

nyse-arca/NYSE_Arca_Marketplace_Fees.pdf. 

16For purposes of the Price List, DMM NBBO 

Quoting means DMM quoting at the NBBO. See 

NYSE Price List, General, third bullet, available at 

https://www.nyse.com/publicdocs/nyse/markets/ 

nyse/NYSE_Price_List.pdf. Time at the NBBO or 

‘‘inside’’ is calculated as the average of the 

percentage of time the DMM unit has a bid or offer 

at the inside. Reserve or other non-displayed orders 

entered by the DMM are not included in the inside 

quote calculations. 

17Under Rule 107B, a SLP can be either a 

proprietary trading unit of a member organization 

(‘‘SLP-Prop’’) or a registered market maker at the 

Exchange (‘‘SLMM’’). For purposes of the 10% 

average or more quoting requirement in assigned 

securities pursuant to Rule 107B, quotes of an SLPProp and an SLMM of the same member 

organization are not aggregated. However, for 

purposes of adding liquidity for assigned SLP 

securities in the aggregate, shares of both an SLPProp and an SLMM of the same member 

organization are included. SLPs affiliated with a 

DMM unit that has between 1 and 24 assigned 

securities would not be eligible for a minimum 

display credit for SLP Adding. It should be noted 

that eligible SLPs would receive the better of the 

proposed minimum display credit or the applicable 

current SLP tiered credit. 

18 In contrast, there are 14 competing Lead Marker 

Makers on NYSE Arca. See https://www.nyse.com/ 

markets/nyse-arca/membership. 

exchanges.15 Although the percentage 

thresholds will result in lower 

minimum share volume requirements 

for the removing tiers when 

consolidated volumes are lower, they 

will also result in higher minimum 

share volume requirements when 

consolidated volumes are higher. 

The Exchange notes the proposed 

percentages of CADV are comparable to 

the current ADV levels. For example, 

Tape A CADV in May 2023 was 4 

billion shares. The current Tape A Add 

ADV requirements of 14 million shares 

ADV, 7 million shares ADV, and 2 

million shares ADV would equate to 12 

million shares ADV (using 0.30% of 

Tape A CADV), 4.0 million shares ADV 

(using 0.10% of Tape A CADV), and 2 

million shares ADV (using 0.05% of 

Tape A CADV), respectively. The 

Exchange further notes that changing 

the 7 million share requirement to 

0.10% of Tape A CADV represents a 

significant reduction in the requirement, 

which the Exchange believes should 

encourage more member organizations 

to participate in that tiered pricing. 

The Exchange believes that the 

proposed changes, taken together, will 

incentivize submission of liquidity in 

Tape A, B and Tape C securities to a 

public exchange, thereby promoting 

price discovery and transparency and 

enhancing order execution 

opportunities for member organizations. 

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. The Exchange 

does not know how much order flow 

member organizations choose to route to 

other exchanges or to off-exchange 

venues. Because the proposed 

reconfiguration involves the 

introduction of new fees, incentives, 

and/or new requirements, the Exchange 

does not know how many member 

organizations could qualify for the new 

remove fees based on their current 

trading profile on the Exchange and if 

they choose to direct order flow to the 

NYSE. In short, without having a view 

of member organization’s activity on 

other exchanges and off-exchange 

venues, the Exchange has no way of 

knowing whether this proposed rule 

change would result in any member 

organization directing orders to the 

Exchange. The proposed changes are not 

otherwise intended to address other 

issues, and the Exchange is not aware of 

any significant problems that market 

participants would have in complying 

with the proposed changes. 

Small DMM Incentive 

The Exchange proposes to pay DMM 

units with 150 or fewer assigned 

securities a new, monthly rebate based 

on the number of assigned securities 

and time at the NBBO in the applicable 

security in the applicable month. The 

proposed rebate would be payable for 

each security assigned to such a DMM 

in the previous month (regardless of 

whether the stock price exceeds $1.00) 

for which that DMM provides quotes at 

the NBBO at least 15% of the time in the 

applicable month, which the Exchange 

proposes to define in the Price List as 

the ‘‘Incentive Quoting 

Requirement’’).16 The proposed 

monthly rebate would be in addition to 

the current rate on transactions and 

would be prorated to the number of 

trading days in a month that an eligible 

security is assigned to a DMM. 

As proposed, a DMM unit that has at 

least 1 and not more than 24 assigned 

securities that meets the Incentive 

Quoting Requirement would be eligible 

for a monthly rebate of $250 per 

qualifying symbol. 

A DMM unit that has a least 25 and 

no more than 74 assigned securities that 

meets the Incentive Quoting 

Requirement would be eligible for a 

monthly rebate of $500 per qualifying 

symbol. SLPs affiliated with a DMM 

unit that has between 25 and 74 

assigned securities that meet the 

Incentive Quoting Requirement are 

eligible for a minimum display credit 

for SLP Adding of $0.0023 in SLP 

symbols that meet the 10% average 

quoting requirement in an assigned 

security pursuant to Rule 107B.17

Finally, a DMM unit that has at least 

75 but no more than 150 assigned 

securities that meets the Incentive 

Quoting Requirement would be eligible 

for a monthly rebate of $1,000 per 

qualifying symbol. SLPs affiliated with 

a DMM unit that has between 75 and 

150 assigned securities that meet the 

Incentive Quoting Requirement are 

eligible for a minimum display credit 

for SLP Adding of $0.0026 in SLP 

symbols that meet the 10% average 

quoting requirement in an assigned 

security pursuant to Rule 107B. 

For example, assume a DMM has 35 

assigned securities. Further assume the 

DMM quotes at the NBBO at least 15% 

of the time in 30 of those assigned 

securities and quotes under the NBBO 

15% of the time in the remaining 5 

assigned securities. For a billable month 

in those 30 assigned securities that meet 

the Incentive Quoting Requirement, the 

DMM would receive a per qualified 

symbol credit of $500, with a total 

combined credit of $15,000 (30 

securities x $500). In addition, a SLP 

affiliated with that DMM would receive 

a minimum credit of $0.0023 for 

displayed adding, and would receive a 

higher credit if that SLP qualified for 

higher credits under the SLP Tiers. 

The proposed rule change is designed 

to provide smaller market makers (i.e., 

DMM units with 150 or fewer assigned 

securities) with an added incentive to 

quote in their assigned securities at the 

NBBO at least 15% of the time in a 

given month and increase SLP 

displayed adding volume. As described 

above, member organizations have a 

choice of where to send order flow. The 

Exchange believes that incentivizing 

DMM units on the Exchange to quote at 

the NBBO more frequently could attract 

additional orders to the Exchange and 

contribute to price discovery which 

benefits all market participants. In 

addition, additional liquidity-providing 

quotes benefit all market participants 

because they provide greater execution 

opportunities on the Exchange and 

improve the public quotation. Moreover, 

the Exchange believes the proposed 

change could have the added benefit of 

attracting additional DMM units to the 

Exchange. Currently, the Exchange has 

three DMM units, only one of which has 

fewer than 150 assigned securities and 

therefore could qualify for the rebate.18


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68722 Federal Register / Vol. 88, No. 191 / Wednesday, October 4, 2023 / Notices 

19 15 U.S.C. 78f(b). 

20 15 U.S.C. 78f(b)(4) & (5). 

21See Securities Exchange Act Release No. 51808 

(June 9, 2005), 70 FR 37495, 37499 (June 29, 2005) 

(S7–10–04) (Final Rule) (‘‘Regulation NMS’’). 

22See Securities Exchange Act Release No. 61358, 

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

02–10) (Concept Release on Equity Market 

Structure). 

The Exchange cannot predict with 

certainty whether and how many 

member organizations would avail 

themselves of the opportunity to 

become an Exchange DMM unit. 

However, the Exchange believes that the 

proposed rebate could incentivize 

additional firms to become DMM units 

on the Exchange by increasing 

incentives for new and smaller entrants. 

Finally, the Exchange believes that the 

proposed minimum display credits for 

SLPs affiliated with a DMM unit is 

reasonable because it would incentivize 

greater adding liquidity by SLPs 

affiliated with a DMM unit, thereby 

contributing to depth and market 

quality on the Exchange. 

Deletion of Underutilized Remove Tier 

Fee 

In August 2019, the Exchange adopted 

a new, lower fee of $0.0026 per share for 

removing liquidity from the Exchange in 

both Tapes B and C securities as an 

alternative way for member 

organizations to qualify for the Remove 

Tier for Tape B and C Securities. The 

purpose of the change was to 

incentivize member organizations to 

remove additional liquidity from the 

Exchange, thereby increasing the 

number of orders adding liquidity that 

are executed on the Exchange and 

improving overall liquidity on a public 

exchange, resulting in lower costs for 

member organizations that qualify for 

the rate. 

The Exchange proposes to eliminate 

and remove the fee of $0.0026 per share 

for removing liquidity from the 

Exchange in both Tapes B and C and the 

associated requirements. The fee has 

been underutilized by member 

organizations insofar as only three have 

achieved the fee since it was adopted. 

The Exchange does not anticipate that 

any additional member organization in 

the near future would qualify for the 

tiered fee that is the subject of this 

proposed rule change. 

The proposed change is not otherwise 

intended to address 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,19 in general, and 

furthers the objectives of Sections 

6(b)(4) and (5) of the Act,20 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. 

The Proposed Change is Reasonable 

As discussed above, 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.’’ 21

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.’’ 22

Charges for Removing Liquidity 

The Exchange believes that the 

proposal to revise the rates and 

requirements for fees for transactions 

that remove liquidity from the Exchange 

are reasonable. The purpose of these 

changes is to encourage additional 

liquidity on the Exchange because 

market participants benefit from the 

greater amounts of displayed liquidity 

present on a public exchange. The 

Exchange believes that the proposed 

modifications to the qualification 

requirements, including replacing a 

fixed volume number with a percentage 

of Adding ADV, and the new fees will 

incentivize additional liquidity in Tape 

B and Tape C securities to a public 

exchange to qualify for lower fees for 

removing liquidity on those tapes, 

thereby promoting price discovery and 

transparency and enhancing order 

execution opportunities for member 

organizations. The proposal is thus 

reasonable because all member 

organizations would benefit from such 

increased levels of liquidity. As noted, 

the Exchange believes that replacing a 

fixed volume number with a percentage 

of Adding ADV is reasonable because 

the proposed percentages of Adding 

ADV are comparable to the current 

levels with one exception that 

represents a significant reduction in the 

requirement, which the Exchange 

believes is reasonable because it should 

encourage more member organizations 

to participate in that tiered pricing. 

With respect to the addition of 

percentage ADV thresholds to the 

existing share thresholds for the remove 

pricing tiers, the Exchange believes that 

the change is reasonable because the 

levels of liquidity provision required to 

receive the applicable credits will move 

month to month with respect to the 

levels of market volumes. The Exchange 

believes the levels of activity required to 

achieve higher tiers will be generally 

consistent with existing requirements 

for these tiers. 

For the same reasons, the Exchange 

believes that it is reasonable to offer a 

lower fee of $0.00285 fee in Tape A, B 

and C securities for non-Floor broker 

transactions if the member organization 

has 1.05% Adding ADV in Tape A 

CADV and 0.01% Adding ADV in Tape 

B and Tape C CADV combined during 

the billing month, or is affiliated with a 

DMM unit. As noted above, the 

proposed fee is designed to encourage 

member organizations to send liquidity 

to the Exchange, which would be 

accomplished by member organizations 

sending adding liquidity to the 

Exchange to meet the proposed tier 

requirements, or based on affiliation 

with a DMM unit. In either case, by 

qualifying for the lower remove fee, the 

Exchange believes the member 

organization would have an incentive to 

send removing liquidity to the 

Exchange. The Exchange believes both 

methods are a reasonable way to 

increase liquidity on a public exchange. 

As noted, because the proposed fee is 

new, the Exchange does know how 

many member organizations would 

qualify for the proposed fee based on 

their current Exchange trading profile. 

Offering the proposed fee to a small 

number of member organizations based 

on affiliation with a DMM unit would 

be a reasonable way to encourage those 

member organizations to send removing 

liquidity to the Exchange in order to 

qualify for the lower fee irrespective of 

their trading profile. Moreover, the 

Exchange believes the alternative 

qualification method based on 

affiliation alone is reasonable and fair 

because member organizations that do 

not qualify for the proposed lower fee 

based on DMM affiliation can still 

qualify by meeting the proposed adding 


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Federal Register / Vol. 88, No. 191 / Wednesday, October 4, 2023 / Notices 68723 

23See NYSE Price List, SLP Adding Tiers, 

available at https://www.nyse.com/publicdocs/nyse/ 

markets/nyse/NYSE_Price_List.pdf. 

24See NYSE Price List, Other Equity Per Share 

Charges, available at https://www.nyse.com/ 

publicdocs/nyse/markets/nyse/NYSE_Price_

List.pdf. 

25See NYSE Price List, SLP Provide Tiers, 

available at https://www.nyse.com/publicdocs/nyse/ 

markets/nyse/NYSE_Price_List.pdf. See note 16, 

infra. 

26For example, NYSE Arca, Inc. (‘‘NYSE Arca’’) 

charges fees for removing liquidity of $0.0030, or 

$0.0029 in Tape B securities for ETP Holders 

meeting the requirements of Adding Tiers 1—4, or 

$0.0029 in Tape C securities for ETP Holders 

meeting the requirements of Tape C Tier 1. See 

NYSE Arca Equities Fees and Charges, available at 

https://www.nyse.com/publicdocs/nyse/markets/ 

nysearca/NYSE_Arca_Marketplace_Fees.pdf. 

ADV requirements for all Tapes. As 

noted above, the Exchange currently has 

lower requirements for SLPs that are 

also DMMs subject to Rule 

107B(h)(2)(A) and that are registered as 

a DMM in at least 500 Tape A issues in 

order to qualify for SLP Adding Tiers 1– 

6.23 In addition, DMM units are 

currently eligible for a 0.00275 charge 

for removing liquidity from the 

Exchange.24 The Exchange believes that 

offering the proposed tiered remove fee 

to member organizations that are 

affiliated with a DMM unit could 

incentivize other member organizations 

to become DMM units in order for their 

DMM unit affiliates to become eligible 

for the fee. 

Small DMM Incentive 

The Exchange believes that the 

proposal to offer an additional rebate to 

a DMM with 150 or fewer assigned 

securities if it increases its quoting at 

the NBBO, and associated incentives for 

affiliated SLPs, is a reasonable means to 

improve market quality, attract 

additional order flow to a public market, 

and enhance execution opportunities for 

member organizations on the Exchange, 

to the benefit of all market participants. 

The Exchange notes that the proposal 

would also foster liquidity provision 

and stability in the marketplace and 

reduce smaller DMM’s reliance on 

transaction fees. The proposal would 

also reward DMM units, who have 

greater risks and heightened quoting 

and other obligations than other market 

participants. The proposed change is 

also a reasonable attempt to potentially 

attract additional DMM units to the 

Exchange by providing financial 

incentives for smaller firms to become 

DMM units. Moreover, offering 

minimum display credits for SLPs 

affiliated with a DMM unit is a 

reasonable method to incentivize greater 

adding liquidity by SLPs that are 

affiliated with a DMM unit, thereby 

contributing to depth and market 

quality on the Exchange. The Exchange 

further believes that it is reasonable to 

offer the proposed minimum display 

credits to SLPs affiliated with an DMM 

unit because the proposed credits are in 

line with the current adding credits for 

all SLPs.25

Deletion of Underutilized Remove Tier 

Fee 

The Exchange believes that the 

proposed elimination of the 

underutilized remove tier fee is 

reasonable because member 

organizations have underutilized this 

fee. As noted, only three member 

organizations have achieved the fee 

since it was adopted. The Exchange 

does not anticipate that any additional 

member organization in the near future 

would qualify for the tiered fee that is 

the subject of this proposed rule change. 

The Exchange believes it is reasonable 

to eliminate fee when such incentives 

become underutilized. The Exchange 

also believes eliminating underutilized 

incentives would add clarity and 

transparency to the Price List. 

The Proposal is an Equitable Allocation 

of Fees 

Charges for Removing Liquidity 

The Exchange believes that, for the 

reasons discussed above, the proposed 

changes taken together, will incentivize 

member organizations to send 

additional adding liquidity to achieve 

lower fees when removing liquidity in 

Tape A, Tape B and Tape C securities 

from the Exchange, thereby increasing 

the number of orders that are executed 

on the Exchange, promoting price 

discovery and transparency and 

enhancing order execution 

opportunities and improving overall 

liquidity on a public exchange. The 

Exchange also believes that the 

proposed change is equitable because it 

would apply to all similarly situated 

member organizations that remove 

liquidity from the Exchange. Moreover, 

the Exchange believes that providing a 

new lower fee when removing liquidity 

from the Exchange based on Adding 

ADV in all Tapes or affiliation with a 

DMM is equitable because it the 

proposed lower fee would apply equally 

to all similarly situated member 

organizations. The Exchange believes 

that alternatively providing the lower 

fee based on affiliation with a DMM unit 

is also equitable because it would apply 

to all similarly situated member 

organizations that are affiliated with a 

DMM unit. Further, the proposed 

alternative qualification is equitable 

because a member organization that 

would not qualify for the lower fee 

based on affiliation has the ability to 

qualify for the lower fee based on the 

proposed Adding ADV criteria. 

The proposed change also is equitable 

because it would be in line with the 

applicable rates on other 

marketplaces.26 As previously noted, 

the Exchange operates in a competitive 

environment, particularly as it relates to 

attracting orders, which add or remove 

liquidity to the Exchange. The Exchange 

does not know how much order flow 

member organizations choose to route to 

other exchanges or to off-exchange 

venues. Because the proposed 

reconfiguration of the fees involves the 

introduction of new requirements and/ 

or new fees, the Exchange does not 

know how many member organizations 

could qualify for the new remove fees 

based on their current trading profile on 

the Exchange and if they choose to 

direct order flow to the NYSE. As noted, 

although there are currently 3 member 

organizations affiliated with a DMM 

unit that could qualify for the proposed 

new $0.00285 fee in all Tapes, the 

Exchange does not know whether any of 

these member organizations or how 

many additional member organizations 

could qualify for the proposed rate 

based on the member organization’s 

trading profile on the Exchange. Hence, 

without having a view of member 

organization’s activity on other 

exchanges and off-exchange venues, the 

Exchange has no way of knowing 

whether this proposed rule change 

would result in any member 

organization directing orders to the 

Exchange. 

Small DMM Incentive 

The Exchange believes the proposal 

equitably allocates its fees among its 

market participants by fostering 

liquidity provision and stability in the 

marketplace and reducing smaller 

DMM’s reliance on transaction fees. 

Moreover, the proposal is an equitable 

allocation of fees because it would 

reward DMM units for their increased 

risks and heightened quoting and other 

obligations. As such, it is equitable to 

offer smaller DMM units an additional 

flat, per security credit for orders that 

add liquidity. Moreover, the proposal is 

an equitable allocation of fees because it 

would reward DMM units for their 

increased risks and heightened quoting 

requirements and other obligations. As 

such, it is equitable to offer smaller 

DMM units an additional flat, per 

qualified security credit for orders that 

add liquidity. The proposed rebate is 

also equitable because it would apply 


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68724 Federal Register / Vol. 88, No. 191 / Wednesday, October 4, 2023 / Notices 

27See note 13, supra. 

28For instance, the first 750,000 ADV of the 

aggregate of executions at the close by a member 

organization are not charged. See NYSE Price List, 

available at https://www.nyse.com/publicdocs/nyse/ 

markets/nyse/NYSE_Price_List.pdf. 

equally to any DMM unit of a certain 

size. The Exchange notes that at this 

time there is currently only one DMM 

unit that could qualify for the proposed 

rebate based on its number of assigned 

securities. The Exchange believes that 

the proposal would provide an equal 

incentive to any member organization to 

maintain a DMM unit, and that the 

proposal constitutes an equitable 

allocation of fees because all similarly 

situated member organizations would be 

eligible for the same rebate. Similarly, 

the Exchange believes that it is equitable 

to offer minimum display credits to 

SLPs affiliated with a DMM because the 

proposed credits would apply to all 

similarly situated member organizations 

that are affiliated with a DMM unit on 

a full and equal basis. Further, the 

Exchange believes the proposed 

minimum display credits are equitable 

because, as noted, the proposed rates are 

in line with the current adding tiered 

rates for all SLPs and thus an SLP that 

is not affiliated with a DMM unit could 

qualify for comparable rates by 

satisfying the current SLP adding 

requirements. 

Deletion of Underutilized Remove Tier 

Fee 

The Exchange believes the proposal 

equitably allocates fees among its 

market participants because the 

underutilized fee the Exchange proposes 

to eliminate would be eliminated in its 

entirety, and would no longer be 

available to any member organization in 

any form. Similarly, the Exchange 

believes the proposal equitably allocates 

fees among its market participants 

because elimination of the underutilized 

fee would apply to all similarly-situated 

member organizations that remove 

liquidity from the Exchange on an equal 

basis. All such member organizations 

would continue to be subject to the 

same fee structure, and access to the 

Exchange’s market would continue to be 

offered on fair and nondiscriminatory 

terms. 

The Proposal is Not Unfairly 

Discriminatory 

Charges for Removing Liquidity 

The Exchange believes that that 

reconfiguring the fee for member 

organizations that remove liquidity from 

the Exchange will incentivize 

submission of additional liquidity in 

Tape B and Tape C securities to a public 

exchange to qualify for the lower fees 

for removing liquidity, thereby 

promoting price discovery and 

transparency and enhancing order 

execution opportunities for member 

organizations. The proposal does not 

permit unfair discrimination because 

the new rates for removing liquidity in 

Tape A, B and C securities would be 

applied to all similarly situated member 

organizations and other market 

participants, who would all be eligible 

for the same credits on an equal basis. 

Moreover, the new lower fee when 

removing liquidity also neither targets 

nor will it have a disparate impact on 

any particular category of market 

participant. The proposal does not 

permit unfair discrimination because 

the proposed alternative criteria would 

be applied to all similarly situated 

member organizations, who would all 

be eligible for the same credit on an 

equal basis. Member organizations 

could qualify the new lower rate either 

by meeting the proposed Adding ADV 

requirements in all Tapes or based on 

affiliation with a DMM unit. In both 

cases, the proposal does not permit 

unfair discrimination because the 

proposed criteria apply equally to all 

similarly situated member 

organizations, and all member 

organizations eligible for the new fee 

under either criteria would be eligible 

for the same credit on an equal and nondiscriminatory basis. Accordingly, no 

member organization already operating 

on the Exchange would be 

disadvantaged by the proposed 

allocation of fees. 

The Exchange believes it is not 

unfairly discriminatory to provide 

higher fees for removing liquidity in 

Tape A securities insofar as the 

proposed fees would be provided on an 

equal basis to all member organizations 

that remove liquidity by meeting the 

tiered requirements. Further, the 

Exchange believes the proposed fee 

would provide an incentive for member 

organizations to remove additional 

liquidity from the Exchange in Tape B 

and C securities. 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. As noted, the 

proposed change also is not unfairly 

discriminatory because it would be in 

line with the applicable rates on other 

marketplaces.27 It should be noted that 

the submission of orders to the 

Exchange is optional for member 

organizations in that they could choose 

whether to submit orders to the 

Exchange and, if they do, the extent of 

its activity in this regard. Lastly, the 

Exchange believes that it is subject to 

significant competitive forces, as 

described below in the Exchange’s 

statement regarding the burden on 

competition. 

Small DMM Incentive 

The Exchange believes that the 

proposal is not unfairly discriminatory. 

In the prevailing competitive 

environment, member organizations are 

free to disfavor the Exchange’s pricing if 

they believe that alternatives offer them 

better value. For example, member 

organizations could display quotes on 

competing exchanges rather than 

quoting sufficiently on the Exchange to 

meet the 15% NBBO quoting 

requirement. The Exchange believes that 

offering a rebate for DMM units with 

150 or fewer assigned securities in the 

previous month would provide a further 

incentive for smaller DMM units to 

quote and trade their assigned securities 

on the Exchange, and will generally 

allow the Exchange and DMM units to 

better compete for order flow, thus 

enhancing competition. The Exchange 

also believes that the requirement of 150 

or fewer assigned securities to qualify 

for the credit is not unfairly 

discriminatory because it would apply 

equally to all existing and prospective 

member organizations with 150 or fewer 

assigned securities that choose to 

maintain a DMM unit on the Exchange. 

The Exchange does not believe that it is 

unfairly discriminatory to offer 

incentives based on a maximum 

threshold. The Exchange notes that it 

currently offers incentives that apply 

equally to all member organizations that 

cannot or choose not to exceed a certain 

volume threshold.28 The Exchange 

believes that the proposal would 

provide an equal incentive to any 

member organization to maintain a 

DMM unit, and that the proposal would 

not be unfairly discriminatory because 

the threshold-based incentive would be 

offered on equal terms to all similarly 

situated member organizations. Finally, 

the proposed minimum display credits 

for SLPs affiliated with a DMM unit 

neither targets nor will it have a 

disparate impact on any particular 

category of market participant. The 

proposal does not permit unfair 

discrimination because the proposed 

minimum display credits would be 

applied to all similarly situated SLPs 

that are affiliated with a DMM unit, who 

would all be eligible for the same credit 

on an equal and non-discriminatory 

basis. Moreover, the proposal does not 

permit unfair discrimination because 

SLPs that are not affiliated with a DMM 


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Federal Register / Vol. 88, No. 191 / Wednesday, October 4, 2023 / Notices 68725 

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

30Regulation NMS, 70 FR at 37498–99. 31 15 U.S.C. 78s(b)(3)(A). 32 17 CFR 200.30–3(a)(12). 

unit can qualify for comparable rates by 

satisfying the current SLP adding 

requirements. Accordingly, no member 

organization already operating on the 

Exchange would be disadvantaged by 

the proposed allocation of fees. 

Deletion of Underutilized Remove Tier 

Fee 

The Exchange believes that the 

proposal is not unfairly discriminatory 

because it neither targets nor will it 

have a disparate impact on any 

particular category of market 

participant. The Exchange believes that 

the proposal is not unfairly 

discriminatory because the proposed 

elimination of the underutilized fee 

would affect all similarly-situated 

market participants on an equal and 

non-discriminatory basis. The Exchange 

believes that eliminating a fee that is 

underutilized and ineffective would no 

longer be available to any member 

organization on an equal basis. The 

Exchange also believes that the 

proposed change would protect 

investors and the public interest 

because the deletion of an underutilized 

fee would make the Price List more 

accessible and transparent. 

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. Instead, as 

discussed above, the Exchange believes 

that the proposed changes would 

encourage the submission of additional 

liquidity to a public exchange, thereby 

promoting market depth, price 

discovery and transparency and 

enhancing order execution 

opportunities for member organizations. 

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.’’ 30

Intramarket Competition. The 

proposed change is designed to attract 

additional order flow and new potential 

DMM units to the Exchange. The 

Exchange believes that the proposed 

changes, including the DMM rebate that 

would continue to incentivize smaller 

DMM units to quote at the NBBO more 

frequently, 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 

execution opportunities on the 

Exchange and encourages member 

organizations to send orders, thereby 

contributing to robust levels of liquidity, 

which benefits all market participants 

on the Exchange. The proposed fees and 

rebate would be available to all 

similarly-situated market participants, 

and, as such, the proposed changes 

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. In such an environment, the 

Exchange must continually adjust its 

fees and rebates to remain competitive 

with other exchanges and with offexchange 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. 

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 

(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– 

NYSE–2023–35 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–NYSE–2023–35. 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–NYSE–2023–35 and should be 

submitted on or before October 25, 

2023. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.32

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2023–22042 Filed 10–3–23; 8:45 am] 

BILLING CODE 8011–01–P 


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