28874 Federal Register / Vol. 83, No. 120 / Thursday, June 21, 2018 / Notices 

6 Id. 

7See Securities Exchange Act Release No. 68342 

(December 3, 2012) 77 FR 73096 (December 7, 2012) 

(SR–CBOE–2012–114). 

8See e.g., NYSE Arca Equities Fees and Charges, 

NYSE Arca Marketplace: Other Fees and Charges, 

Connectivity Fees. See also, Nasdaq Phlx LLC 

Pricing Schedule, Section XI. 

9 15 U.S.C. 78s(b)(3)(A). 

10 17 CFR 240.19b–4(f). 

11 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

and facilitating transactions in 

securities, to remove impediments to 

and perfect the mechanism of a free and 

open market and a national market 

system, and, in general, to protect 

investors and the public interest. 

Additionally, the Exchange believes the 

proposed rule change is consistent with 

the Section 6(b)(5) 6 requirement that 

the rules of an exchange not be designed 

to permit unfair discrimination between 

customers, issuers, brokers, or dealers. 

The Exchange believes the proposed 

fee increase is reasonable because it will 

assist the Exchange in recouping costs 

associated with maintaining its Disaster 

Recovery Ports and Disaster Recovery 

Systems in case of necessity. The 

Exchange also notes that it hasn’t 

amended the fee amount since it 

adopted the fee in 2012.7 Additionally, 

the proposed fees are the same as are 

concurrently being proposed for its 

Affiliate Exchanges and other exchanges 

assess similar fees for connection to 

their Disaster Recovery Systems by their 

market participants.8 The Exchange 

believes it’s reasonable, equitable and 

not unfairly discriminatory to assess the 

Disaster Recovery Port fee only once if 

it connects with another affiliate 

exchange because only one port is being 

used and the Exchange does not wish to 

charge multiple fees for the same port. 

Similarly, the Exchange believes it’s 

reasonable to assess only one fee for 

multicast and unicast connectivity, 

regardless if both connectivity types are 

available on a single port or separate 

ports, because the Exchange’s affiliate 

exchanges do not charge port fees based 

on connectivity types. Lastly, the 

Exchange believes the proposed changes 

are equitable and nondiscriminatory 

because it applies uniformly to all 

market participants. 

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. The 

Exchange does not believe that the 

proposed rule change will impose any 

burden on intramarket competition that 

is not necessary or appropriate in 

furtherance of the purposes of the Act 

because the proposed change applies 

uniformly to all market participants. 

The Exchange does not believe that the 

proposed rule change will impose any 

burden on competition not necessary or 

appropriate in furtherance of the 

purposes of the Act. Market participants 

may opt to disfavor the Exchange’s 

pricing if they believe that alternatives 

offer them better value. Further, 

excessive fees for connectivity would 

serve to impair an exchange’s ability to 

compete for order flow rather than 

burdening competition. 

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 

The foregoing rule change has become 

effective pursuant to Section 19(b)(3)(A) 

of the Act 9 and paragraph (f) of Rule 

19b–4 10 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. If the 

Commission takes such action, the 

Commission will 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 (http://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

CBOE–2018–041 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–CBOE–2018–041. This file 

number should be included on the 

subject line if email is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

internet website (http://www.sec.gov/ 

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for website viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE, 

Washington, DC 20549, on official 

business days between the hours of 

10:00 a.m. and 3:00 p.m. Copies of the 

filing also will be available for 

inspection and copying at the principal 

office of the Exchange. All comments 

received will be posted without change. 

Persons submitting comments are 

cautioned that we do not redact or edit 

personal identifying information from 

comment submissions. You should 

submit only information that you wish 

to make available publicly. All 

submissions should refer to File 

Number SR–CBOE–2018–041 and 

should be submitted on or before July 

12, 2018. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.11

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2018–13302 Filed 6–20–18; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–83454; File No. SR–NYSE– 

2018–28] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; Notice of 

Filing of Proposed Rule Change To 

Make Permanent the Retail Liquidity 

Program Pilot, Rule 107C, Which Is 

Currently Set To Expire on June 30, 

2018 

June 15, 2018. 

Pursuant to Section 19(b)(1) of the 

Securities Exchange Act of 1934 

(‘‘Act’’),1 and Rule 19b–4 thereunder,2


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Federal Register / Vol. 83, No. 120 / Thursday, June 21, 2018 / Notices 28875 

3See Securities Exchange Act Release No. 67347 

(July 3, 2012), 77 FR 40673 (July 10, 2012) (SR– 

NYSE–2011–55) (‘‘RLP Approval Order’’). In 

addition to approving the Program on a pilot basis, 

the Commission granted the Exchange’s request for 

exemptive relief from Rule 612 of Regulation NMS, 

17 CFR 242.612 (‘‘Sub-Penny Rule’’), which among 

other things prohibits a national securities exchange 

from accepting or ranking orders priced greater than 

$1.00 per share in an increment smaller than $0.01. 

See id. 

4See Securities Exchange Act Release No. 82230 

(December 7, 2017), 82 FR 58667 (December 13, 

2017) (SR–NYSE–2017–64) (extending pilot to June 

30, 2018). See also Securities Exchange Act Release 

No. 80844 (June 1, 2017), 82 FR 26562 (June 7, 

2017) (SR–NYSE–2017–26) (extending pilot to 

December 31, 2017); Securities Exchange Act 

Release No. 79493 (December 7, 2016), 81 FR 90019 

(December 13, 2016) (SR–NYSE–2016–82) 

(extending pilot to June 30, 2017); Securities 

Exchange Act Release No. 78600 (August 17, 2016), 

81 FR 57642 (August 23, 2016) (SR–NYSE–2016– 

54) (extending pilot to December 31, 2016); 

Securities Exchange Act Release No. 77426 (March 

23, 2016), 81 FR 17533 (March 29, 2016) (SR– 

NYSE–2016–25) (extending pilot to August 31, 

2016); Securities Exchange Act Release No. 75993 

(September 28, 2015), 80 FR 59844 (October 2, 

2015) (SR–NYSE–2015–41) (extending pilot to 

March 31, 2016); Securities Exchange Act Release 

No. 74454 (March 6, 2015), 80 FR 13054 (March 12, 

2015) (SR–NYSE–2015–10) (extending pilot until 

September 30, 2015); Securities Exchange Act 

Release No. 72629 (July 16, 2014), 79 FR 42564 

(July 22, 2014) (NYSE–2014–35) (extending pilot 

until March 31, 2015); and Securities Exchange Act 

Release No. 70096 (Aug. 2, 2013), 78 FR 48520 

(Aug. 8, 2013) (SR–NYSE–2013–48) (extending pilot 

to July 31, 2014). 

5RLP Approval Order, 77 FR at 40674. 

6The Program also allows for RLPs to register 

with the Exchange. However, any firm can enter RPI 

orders into the system. Currently, four firms are 

registered as RLPs but are not registered in any 

symbols. 

7The Exchange adopted MPL Orders in 2014 and 

amended Rule 107C to specify that MPL Orders 

could interact with incoming, contra-side Retail 

Orders submitted by a RMO in the Program. See 

Securities Exchange Act Release No. 71330 (January 

16, 2014), 79 FR 3895 (January 23, 2014) (SR– 

NYSE–2013–71) (‘‘Release No. 71330’’). 

8RLP Approval Order, 77 FR at 40679. 

9 15 U.S.C. 78f(b)(5). 

10RLP Approval Order, 77 FR at 40679. 

11Rule 107C has been amended several times. See 

Securities Exchange Act Release No. 68709 (January 

23, 2013), 78 FR 6160 (January 29, 2013) (SR– 

NYSE–2013–04) (amending Rule 107C to clarify 

that Retail Liquidity Providers may enter Retail 

Price Improvement Orders in a non-RLP capacity 

for securities to which the RLP is not assigned); 

69103 (March 11, 2013), 78 FR 16547 (March 15, 

2013) (SR–NYSE–2013–20) (amending Rule 107C to 

clarify that a Retail Member Organization may 

submit Retail Orders to the Program in a riskless 

principal capacity as well as in an agency capacity, 

provided that (i) the entry of such riskless principal 

orders meets the requirements of FINRA Rule 

5320.03, including that the RMO maintains 

supervisory systems to reconstruct, in a timesequenced manner, all Retail Orders that are 

entered on a riskless principal basis; and (ii) the 

RMO does not include non-retail orders together 

with the Retail Orders as part of the riskless 

principal transaction); 69513 (May 3, 2013), 78 FR 

27261 (May 9, 2013) (SR–NYSE–2013–08) 

(amending Rule 107C to allow Retail Member 

Organizations to attest that ‘‘substantially all,’’ 

rather than all, orders submitted to the Program 

qualifies as ‘‘Retail Orders’’ under the Rule); 

Release No. 71330, 79 FR at 3895 (amending Rule 

107C to incorporate MPL Orders); and 76553 

(December 3, 2015), 80 FR 76607 (December 9, 

2015) (SR–NYSE–2015–59) (‘‘Release No. 76553’’) 

Continued 

notice is hereby given that on June 4, 

2018, New York Stock Exchange LLC 

(‘‘NYSE’’ or the ‘‘Exchange’’) filed with 

the Securities and Exchange 

Commission (‘‘SEC’’ or ‘‘Commission’’) 

the proposed rule change as described 

in Items I, II, and III below, which Items 

have been prepared by the Exchange. 

The Commission is publishing this 

notice to solicit comments on the 

proposed rule change from interested 

persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to make 

permanent Rule 107C, which sets forth 

the Exchange’s pilot Retail Liquidity 

Program. The proposed rule change is 

available on the Exchange’s website at 

www.nyse.com, at the principal office of 

the Exchange, and at the Commission’s 

Public Reference Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

self-regulatory organization included 

statements concerning the purpose of, 

and basis for, the proposed rule change 

and discussed any comments it received 

on the proposed rule change. The text 

of those statements may be examined at 

the places specified in Item IV below. 

The Exchange has prepared summaries, 

set forth in sections A, B, and C below, 

of the most significant parts of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to make 

permanent Rule 107C, which sets forth 

the Exchange’s pilot Retail Liquidity 

Program (the ‘‘Program’’). In support of 

the proposal to make the pilot Program 

permanent, the Exchange believes it is 

appropriate to provide background on 

the Program and an analysis of the 

economic benefits for retail investors 

and the marketplace flowing from 

operation of the Program. 

Background 

In July 2012, the Commission 

approved the Program on a pilot basis.3

The purpose of the pilot was to analyze 

data and assess the impact of the 

Program on the marketplace. The pilot 

period was originally scheduled to end 

on July 31, 2013. The Exchange filed to 

extend the operation of the pilot on 

several occasions in order to prepare 

this rule filing. The pilot is currently set 

to expire on June 30, 2018.4

The Exchange established the 

Program to attract retail order flow to 

the Exchange, and allow such order 

flow to receive potential price 

improvement.5 The Program is currently 

limited to trades occurring at prices 

equal to or greater than $1.00 a share. 

As described in greater detail below, 

under Rule 107C, a new class of market 

participant called Retail Liquidity 

Providers (‘‘RLPs’’) 6 and non-RLP 

member organizations are able to 

provide potential price improvement to 

retail investor orders in the form of a 

non-displayed order that is priced better 

than the best protected bid or offer 

(‘‘PBBO’’), called a Retail Price 

Improvement Order (‘‘RPI’’). When there 

is an RPI in a particular security, the 

Exchange disseminates an indicator, 

known as the Retail Liquidity Identifier 

(‘‘RLI’’), that such interest exists. Retail 

Member Organizations (‘‘RMOs’’) can 

submit a Retail Order to the Exchange, 

which interacts, to the extent possible, 

with available contra-side RPIs and 

Mid-Point Passive Liquidity (‘‘MPL’’) 

Orders.7 The segmentation in the 

Program allows retail order flow to 

receive potential price improvement as 

a result of their order flow being 

deemed more desirable by liquidity 

providers.8

In approving the pilot, the 

Commission concluded that the 

Program was reasonably designed to 

benefit retail investors by providing 

price improvement opportunities to 

retail order flow. Further, while the 

Commission noted that the Program 

would treat retail order flow differently 

from order flow submitted by other 

market participants, such segmentation 

would not be inconsistent with Section 

6(b)(5) of the Act,9 which requires that 

the rules of an exchange are not 

designed to permit unfair 

discrimination. As the Commission 

recognized, retail order segmentation 

was designed to create additional 

competition for retail order flow, 

leading to additional retail order flow to 

the exchange environment and ensuring 

that retail investors benefit from the 

better price that liquidity providers are 

willing to give their orders.10

As discussed below, the Exchange 

believes that the Program data supports 

these conclusions and that it is therefore 

appropriate to make the pilot Program 

permanent.11


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(amending Rule 107C to distinguish between retail 

orders routed on behalf of other broker-dealers and 

retail orders that are routed on behalf of introduced 

retail accounts that are carried on a fully disclosed 

basis). 

12See Rule 107C(a)(1). 

13 Id. at (2). 

14 Id. at (3). 

15 Id. at (4). Exchange systems prevent Retail 

Orders from interacting with Retail Price 

Improvement Orders if the RPI is not priced at least 

$0.001 better than the PBBO. An RPI remains nondisplayed in its entirety (the buy or sell interest, the 

offset, and the ceiling or floor). An RLP would only 

be permitted to enter a Retail Price Improvement 

Order for the particular security or securities to 

which it is assigned as RLP. An RLP is permitted, 

but not required, to submit RPIs for securities to 

which it is not assigned, and will be treated as a 

non-RLP member organization for those particular 

securities. Additionally, member organizations 

other than RLPs are permitted, but not required, to 

submit RPIs. An RPI may be an odd lot, round lot, 

or PRL. See id. 

16An RLP may also act as an RMO for securities 

to which it is not assigned, subject to the 

qualification and approval process established by 

the proposed rule. 

17See Release No. 76553, 80 FR at 76607 

(clarifying that one way to qualify as an RMO is to 

route retail orders on behalf of other brokerdealers). 

18The supporting documentation may include 

sample marketing literature, website screenshots, 

other publicly disclosed materials describing the 

member organization’s retail order flow, and any 

other documentation and information requested by 

the Exchange in order to confirm that the 

applicant’s order flow would meet the requirements 

of the Retail Order definition. See Rule 107C 

(b)(2)(B). 

19See id. at (b)(2)(A)–(C). 

20 Id. at (b)(6). 

21 Id. at (b)(3). 

22 Id. at (b)(5). 

23 Id. at (c)(1)–(4). 

24 Id. at (d)(1). 

25 Id. at (d)(2). 

26 Id. at (d)(3). 

Description of Pilot Rule 107C That 

Would Become Permanent 

Definitions 

Rule 107C(a) contains the following 

definitions: 

• First, the term ‘‘Retail Liquidity 

Provider’’ is defined as a member 

organization that is approved by the 

Exchange under the Rule to act as such 

and to submit Retail Price Improvement 

Orders in accordance with the Rule.12

• Second, the term ‘‘Retail Member 

Organization’’ (‘‘RMO’’) is defined as a 

member organization (or a division 

thereof) that has been approved by the 

Exchange to submit Retail Orders.13

• Third, the term ‘‘Retail Order’’ 

means an agency order or a riskless 

principal order meeting the criteria of 

FINRA Rule 5320.03 that originates 

from a natural person and is submitted 

to the Exchange by a RMO, provided 

that no change is made to the terms of 

the order with respect to price or side 

of market and the order does not 

originate from a trading algorithm or 

any other computerized methodology. A 

Retail Order is an Immediate or Cancel 

Order and may be an odd lot, round lot, 

or partial round lot (‘‘PRL’’).14

• Finally, the term ‘‘Retail Price 

Improvement Order’’ means 

nondisplayed interest in NYSE-listed 

securities that is better than the best 

protected bid (‘‘PBB’’) or best protected 

offer (‘‘PBO’’) by at least $0.001 and that 

is identified as a Retail Price 

Improvement Order in a manner 

prescribed by the Exchange.15

RMO Qualifications and Application 

Process 

Under Rule 107C(b), any member 

organization 16 can qualify as an RMO if 

it conducts a retail business or routes 17

retail orders on behalf of another brokerdealer. For purposes of Rule 107C(b), 

conducting a retail business includes 

carrying retail customer accounts on a 

fully disclosed basis. To become an 

RMO, a member organization must 

submit: (1) An application form; (2) 

supporting documentation sufficient to 

demonstrate the retail nature and 

characteristics of the applicant’s order 

flow; 18 and (3) an attestation, in a form 

prescribed by the Exchange, that any 

order submitted by the member 

organization as a Retail Order would 

meet the qualifications for such orders 

under Rule 107C.19

An RMO must have written policies 

and procedures reasonably designed to 

assure that it will only designate orders 

as Retail Orders if all requirements of a 

Retail Order are met. Such written 

policies and procedures must require 

the member organization to (i) exercise 

due diligence before entering a Retail 

Order to assure that entry as a Retail 

Order is in compliance with the 

requirements of Rule 107C, and (ii) 

monitor whether orders entered as 

Retail Orders meet the applicable 

requirements. If the RMO represents 

Retail Orders from another broker-dealer 

customer, the RMO’s supervisory 

procedures must be reasonably designed 

to assure that the orders it receives from 

such broker-dealer customer that it 

designates as Retail Orders meet the 

definition of a Retail Order. The RMO 

must (i) obtain an annual written 

representation, in a form acceptable to 

the Exchange, from each broker-dealer 

customer that sends it orders to be 

designated as Retail Orders that entry of 

such orders as Retail Orders will be in 

compliance with the requirements of 

this rule, and (ii) monitor whether its 

broker-dealer customer’s Retail Order 

flow continues to meet the applicable 

requirements.20

Following submission of the required 

materials, the Exchange provides 

written notice of its decision to the 

member organization.21 A disapproved 

applicant can appeal the disapproval by 

the Exchange as provided in Rule 

107C(4), and/or reapply for RMO status 

90 days after the disapproval notice is 

issued by the Exchange. An RMO can 

also voluntarily withdraw from such 

status at any time by giving written 

notice to the Exchange.22

RLP Qualifications 

To qualify as an RLP under Rule 

107C(c), a member organization must: 

(1) Already be approved as a Designated 

Market Maker (‘‘DMM’’) or 

Supplemental Liquidity Provider 

(‘‘SLP’’); (2) demonstrate an ability to 

meet the requirements of an RLP; (3) 

have mnemonics or the ability to 

accommodate other Exchange-supplied 

designations that identify to the 

Exchange RLP trading activity in 

assigned RLP securities; and (4) have 

adequate trading infrastructure and 

technology to support electronic 

trading.23

RLP Application 

Under Rule 107C(d), to become an 

RLP, a member organization must 

submit an RLP application form with all 

supporting documentation to the 

Exchange, which would determine 

whether an applicant was qualified to 

become an RLP as set forth above.24

After an applicant submits an RLP 

application to the Exchange with 

supporting documentation, the 

Exchange would notify the applicant 

member organization of its decision. 

The Exchange could approve one or 

more member organizations to act as an 

RLP for a particular security. The 

Exchange could also approve a 

particular member organization to act as 

RLP for one or more securities. 

Approved RLPs would be assigned 

securities according to requests made to, 

and approved by, the Exchange.25

If an applicant were approved by the 

Exchange to act as an RLP, the applicant 

would be required to establish 

connectivity with relevant Exchange 

systems before the applicant would be 

permitted to trade as an RLP on the 

Exchange.26 If the Exchange 

disapproves the application, the 

Exchange would provide a written 

notice to the member organization. The 

disapproved applicant could appeal the 

disapproval by the Exchange as 

provided in proposed Rule 107C(i) 

and/or reapply for RLP status 90 days 


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27 Id. at (d)(4). 

28See id. at (e). 

29 Id. at (f)(1). 

30 Id. at (f)(1)(A)–(B). 

31 Id. at (f)(2). 

32 Id. at (f)(2)(A)–(E). 

33 Id. at (f)(3). 

34 Id. at (g)(1)(A)–(C). 

35 Id. at (2). 

36 Id. at (3). 

37 Id. at (h)(1). 

38 Id. at (2). 

39 Id. at (3). 

40 Id. at (i)(1). In the event a member organization 

is disqualified from its status as an RLP pursuant 

to proposed Rule 107C(g), the Exchange would not 

reassign the appellant’s securities to a different RLP 

until the RLP Panel has informed the appellant of 

its ruling. Id. at (i)(1)(A). 

41 Id. at (i)(2). 

42 Id. at (3). 

43 Id. at (4). 

after the disapproval notice is issued by 

the Exchange.27

Voluntary Withdrawal of RLP Status 

An RLP would be permitted to 

withdraw its status as an RLP by giving 

notice to the Exchange under proposed 

NYSE Rule107C(e). The withdrawal 

would become effective when those 

securities assigned to the withdrawing 

RLP are reassigned to another RLP. After 

the Exchange receives the notice of 

withdrawal from the withdrawing RLP, 

the Exchange would reassign such 

securities as soon as practicable, but no 

later than 30 days after the date the 

notice is received by the Exchange. If 

the reassignment of securities takes 

longer than the 30-day period, the 

withdrawing RLP would have no further 

obligations and would not be held 

responsible for any matters concerning 

its previously assigned RLP securities.28

RLP Requirements 

Under Rule 107C(f), an RLP may only 

enter Retail Price Improvement Orders 

electronically and directly into 

Exchange systems and facilities 

designated for this purpose and only for 

the securities to which it is assigned as 

RLP. An RLP entering Retail Price 

Improvement Orders in securities to 

which it is not assigned is not required 

to satisfy these requirements.29

In order to be eligible for execution 

fees that are lower than non-RLP rates, 

an RLP must maintain (1) a Retail Price 

Improvement Order that is better than 

the PBB at least five percent of the 

trading day for each assigned security; 

and (2) a Retail Price Improvement 

Order that is better than the PBO at least 

five percent of the trading day for each 

assigned security.30 An RLP’s fivepercent requirements is calculated by 

determining the average percentage of 

time the RLP maintains a Retail Price 

Improvement Order in each of its RLP 

securities during the regular trading 

day, on a daily and monthly basis.31 The 

Exchange determines whether an RLP 

has met this requirement by calculating 

the following: 

• The ‘‘Daily Bid Percentage,’’ 

calculated by determining the 

percentage of time an RLP maintains a 

Retail Price Improvement Order with 

respect to the PBB during each trading 

day for a calendar month; 

• The ‘‘Daily Offer Percentage,’’ 

calculated by determining the 

percentage of time an RLP maintains a 

Retail Price Improvement Order with 

respect to the PBO during each trading 

day for a calendar month; 

• The ‘‘Monthly Average Bid 

Percentage,’’ calculated for each RLP 

security by summing the security’s 

‘‘Daily Bid Percentages’’ for each trading 

day in a calendar month then dividing 

the resulting sum by the total number of 

trading days in such calendar month; 

and 

• The ‘‘Monthly Average Offer 

Percentage,’’ calculated for each RLP 

security by summing the security’s 

‘‘Daily Offer Percentage’’ for each 

trading day in a calendar month and 

then dividing the resulting sum by the 

total number of trading days in such 

calendar month. 

Finally, only Retail Price 

Improvement Orders would be used 

when calculating whether an RLP is in 

compliance with its five-percent 

requirements.32

The five-percent requirement is not 

applicable in the first two calendar 

months a member organization operates 

as an RLP and takes effect on the first 

day of the third consecutive calendar 

month the member organization 

operates as an RLP.33

Failure of RLP To Meet Requirements 

Rule 107C(g) addresses the 

consequences of an RLP’s failure to 

meet its requirements. If, after the first 

two months an RLP acted as an RLP, an 

RLP fails to meet any of the Rule 107C(f) 

requirements for an assigned RLP 

security for three consecutive months, 

the Exchange could, in its discretion, 

take one or more of the following 

actions: 

• Revoke the assignment of any or all 

of the affected securities from the RLP; 

• revoke the assignment of unaffected 

securities from the RLP; or 

• disqualify the member organization 

from its status as an RLP.34

The Exchange determines if and when 

a member organization is disqualified 

from its status as an RLP. One calendar 

month prior to any such determination, 

the Exchange notifies an RLP of such 

impending disqualification in writing. 

When disqualification determinations 

are made, the Exchange provides a 

written disqualification notice to the 

member organization.35 A disqualified 

RLP could appeal the disqualification as 

provided in proposed Rule 107C(i) and/ 

or reapply for RLP status 90 days after 

the disqualification notice is issued by 

the Exchange.36

Failure of RMO To Abide by Retail 

Order Requirements 

Rule 107C(h) addresses an RMO’s 

failure to abide by Retail Order 

requirements. If an RMO designates 

orders submitted to the Exchange as 

Retail Orders and the Exchange 

determines, in its sole discretion, that 

those orders fail to meet any of the 

requirements of Retail Orders, the 

Exchange may disqualify a member 

organization from its status as an 

RMO.37 When disqualification 

determinations are made, the Exchange 

shall provide a written disqualification 

notice to the member organization.38 A 

disqualified RMO could appeal the 

disqualification as provided in proposed 

Rule 107C(i) and/or reapply for RMO 

status 90 days after the disqualification 

notice is issued by the Exchange.39

Appeal of Disapproval or 

Disqualification 

Rule 107C(i) describes the appeal 

rights of member organizations. A 

member organization that disputes the 

Exchange’s decision to disapprove it 

under Rule 107C(b) or (d) or disqualify 

it under Rule 107C(g) or (h) may 

request, within five business days after 

notice of the decision is issued by the 

Exchange, that a Retail Liquidity 

Program Panel (‘‘RLP Panel’’) review the 

decision to determine if it was correct.40

The RLP Panel would consist of the 

NYSE’s Chief Regulatory Officer 

(‘‘CRO’’), or a designee of the CRO, and 

two officers of the Exchange designated 

by the CoHead of U.S. Listings and Cash 

Execution.41 The RLP Panel would 

review the facts and render a decision 

within the time frame prescribed by the 

Exchange.42 The RLP Panel can 

overturn or modify an action taken by 

the Exchange and all determinations by 

the RLP Panel would constitute final 

action by the Exchange on the matter at 

issue.43

Retail Liquidity Identifier 

Under Rule 107C(j), the Exchange 

disseminates an identifier through 

proprietary Exchange data feeds or the 

Securities Information Processor (‘‘SIP’’) 

when RPI interest priced at least $0.001 

better than the PBB or PBO for a 


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44 Id. at (j). 

45 Id. at (k)(1). See note 7, supra. 

46 Id. at (2). 

47 Id. at (k)(3). 

48 Id. at (l). 

49RLP Approval Order, 77 FR at 40681. 

50See https://www.nyse.com/markets/liquidityprograms#nyse-nyse-mkt-rlp. 

particular security is available in 

Exchange systems (‘‘Retail Liquidity 

Identifier’’). The Retail Liquidity 

Identifier shall reflect the symbol for the 

particular security and the side (buy or 

sell) of the RPI interest, but shall not 

include the price or size of the RPI 

interest.44

Retail Order Designations 

Under Rule 107C(k), an RMO can 

designate how a Retail Order would 

interact with available contra-side 

interest as follows: 

• A Type 1-designated Retail Order 

interacts only with available contra-side 

Retail Price Improvement Orders and 

MPL Orders but would not interact with 

other available contra-side interest in 

Exchange systems or route to other 

markets. The portion of a Type 1- 

designated Retail Order that does not 

execute against contra-side Retail Price 

Improvement Orders would be 

immediately and automatically 

cancelled.45

• A Type 2-designated Retail Order 

interacts first with available contra-side 

Retail Price Improvement Orders and 

MPL Orders and any remaining portion 

of the Retail Order would be executed 

as a Regulation NMS-compliant 

Immediate or Cancel Order pursuant to 

Rule 13.46

• A Type 3-designated Retail Order 

interacts first with available contra-side 

Retail Price Improvement Orders and 

MPL Orders and any remaining portion 

of the Retail Order would be executed 

as an NYSE Immediate or Cancel Order 

pursuant to Rule 13.47

Priority and Order Allocation 

Under Rule 107C(l), Retail Price 

Improvement Orders in the same 

security are ranked and allocated 

according to price then time of entry 

into Exchange systems. When 

determining the price to execute a Retail 

Order, Exchange systems consider all 

eligible RPIs and MPL Orders. If the 

only interest is RPIs, then the 

executions shall occur at the price level 

that completes the incoming order’s 

execution. If the only interest is MPL 

Orders, the Retail Order shall execute at 

the midpoint of the PBBO. If both RPIs 

and MPL Orders are present, Exchange 

systems will evaluate at what price level 

the incoming Retail Order may be 

executed in full (‘‘clean-up price’’). If 

the clean-up price is equal to the 

midpoint of the PBBO, RPIs will receive 

priority over MPL Orders, and the Retail 

Order will execute against both RPIs 

and MPL Orders at the midpoint. If the 

clean-up price is worse than the 

midpoint of the PBBO, the Retail Order 

will execute first with the MPL Orders 

at the midpoint of the PBBO and any 

remaining quantity of the Retail Order 

will execute with the RPIs at the cleanup price. If the clean-up price is better 

than the midpoint of the PBBO, then the 

Retail Order will execute against the 

RPIs at the clean-up price and will 

ignore the MPL Orders. Any remaining 

unexecuted RPI interest and MPL 

Orders will remain available to interact 

with other incoming Retail Orders. Any 

remaining unexecuted portion of the 

Retail Order will cancel or execute in 

accordance with Rule 107C(k). 

Examples of priority and order 

allocation are as follows: 

Example 1: 

PBBO for security ABC is $10.00– 

$10.05. 

RLP 1 enters a Retail Price 

Improvement Order to buy ABC at 

$10.01 for 500. 

RLP 2 then enters a Retail Price 

Improvement Order to buy ABC at 

$10.02 for 500. 

RLP 3 then enters a Retail Price 

Improvement Order to buy ABC at 

$10.03 for 500. 

An incoming Retail Order to sell ABC 

for 1,000 executes first against RLP 3’s 

bid for 500, because it is the best priced 

bid, then against RLP 2’s bid for 500, 

because it is the next best priced bid. 

RLP 1 is not filled because the entire 

size of the Retail Order to sell 1,000 is 

depleted. The Retail Order executes at 

the price that completes the order’s 

execution. In this example, the entire 

1,000 Retail Order to sell executes at 

$10.02 because it results in a complete 

fill. 

However, assume the same facts 

above, except that RLP 2’s Retail Price 

Improvement Order to buy ABC at 

$10.02 is for 100. The incoming Retail 

Order to sell 1,000 executes first against 

RLP 3’s bid for 500, because it is the 

best priced bid, then against RLP 2’s bid 

for 100, because it is the next best 

priced bid. RLP 1 then receives an 

execution for 400 of its bid for 500, at 

which point the entire size of the Retail 

Order to sell 1,000 is depleted. The 

Retail Order executes at the price that 

completes the order’s execution, which 

is $10.01. 

Example 2: 

PBBO for security DEF is $10.00– 

10.01. 

RLP 1 enters a Retail Price 

Improvement Order to buy DEF at 

$10.006 for 500. 

RLP 2 enters a Retail Price 

Improvement Order to buy DEF at 

$10.005 for 500. 

MPL 1 enters an MPL Order to buy 

DEF at $10.01 for 1,000. 

RLP 3 enters a Retail Price 

Improvement Order to buy DEF at 

$10.002 for 1,000. 

An incoming Retail Order to sell DEF 

for 2,500 arrives. The clean-up price is 

$10.002. Because the midpoint of the 

PBBO is priced better than the clean-up 

price, the Retail Order executes with 

MPL 1 for 1,000 shares at $10.005. The 

Retail Order then executes at $10.002 

against RLP 1’s bid for 500, because it 

is the best-priced bid, then against RLP 

2’s bid for 500 because it is the next 

best-priced bid and then RLP 3 receives 

an execution for 500 of its bid for 1,000, 

at which point the entire size of the 

Retail Order to sell 2,500 is depleted. 

Assume the same facts above. An 

incoming Retail Order to sell DEF for 

1,000 arrives. The clean-up price is 

$10.005. Because the clean-up price is 

equal to the midpoint of the PBBO, RPIs 

will receive priority over MPL Orders. 

As a result, the Retail Order executes 

first against RLP 1’s bid for 500, because 

it is the best-priced bid, then against 

RLP 2’s bid for 500 because it is the next 

best-priced bid, at which point the 

entire size of the Retail Order to sell 

1,000 is depleted.48

Rationale for Making Pilot Permanent 

In approving the Program on a pilot 

basis, the Commission required the 

Exchange to ‘‘monitor the scope and 

operation of the Program and study the 

data produced during that time with 

respect to such issues, and will propose 

any modifications to the Program that 

may be necessary or appropriate.’’ 49 As 

part of its assessment of the Program’s 

potential impact, the Exchange posted 

core weekly and daily summary data on 

the Exchanges’ website for public 

investors to review,50 and provided 

additional data to the Commission 

regarding potential investor benefits, 

including the level of price 

improvement provided by the Program. 

This data included statistics about 

participation, frequency and level of 

price improvement and effective and 

realized spreads. 

In the RLP Approval Order, the 

Commission observed that the Program 

could promote competition for retail 

order flow among execution venues, and 

that this could benefit retail investors by 

creating additional price improvement 


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51RLP Approval Order, 77 FR at 40679. 52See id. at 40682. 53 In 2016, the average price improvement 

reached as high as $0.0017–$0.0018. 

opportunities for marketable retail order 

flow, most of which is currently 

executed in the Over-the-Counter 

(‘‘OTC’’) markets without ever reaching 

a public exchange.51 The Exchange 

sought, and believes it has achieved, the 

Program’s goal of attracting retail order 

flow to the Exchange, and allowing such 

order flow to receive potential price 

improvement. As the Exchange’s 

analysis of the Program data below 

demonstrates, the Program provided 

tangible price improvement to retail 

investors through a competitive pricing 

process. The data also demonstrates that 

the Program had an overall negligible 

impact on broader market structure.52

Between August 1, 2012, when the 

Program began, and January 2, 2018, 

orders totaling in excess of 6.8 billion 

shares were executed through the 

Program, providing retail investors with 

$12.3 million in price improvement. As 

Table 1 shows, during 2016, an average 

of 2–3 million shares per day was 

executed in the Program. In 2017, an 

average of 3–4 million shares per day 

were executed in the Program. During 

the period 2016–17, average effective 

spreads in RLP executions ranged 

between $0.012 and $0.019. Fill rates 

reached as high as 25.7% in May 2018. 

Overall price improvement averaged 

$0.0014 per share, approximately 40% 

above the minimum of $0.001.53

TABLE 1—SUMMARY EXECUTION AND MARKET QUALITY STATISTICS

Date RPI Avg. 

volume 

Avg. daily 

orders Eff. spread Effective/ quoted ratio 

Price 

improvement 

Realized 

spread Fill rate (%) 

Jan-16 .......................... 3,257,495 11,495 $0.0167 0.736 $0.0017 $0.0051 14.7 

Feb-16 .......................... 3,119,642 10,400 0.0163 0.713 0.0018 0.0041 15.3 

Mar-16 .......................... 2,760,731 9,179 0.0142 0.706 0.0018 0.0029 16.5 

Apr-16 .......................... 2,277,189 8,432 0.0143 0.703 0.0018 0.0042 17.6 

May-16 ......................... 1,727,219 6,931 0.0151 0.693 0.0019 0.0054 16.4 

Jun-16 .......................... 2,003,149 9,122 0.0134 0.667 0.0019 0.0060 14.4 

Jul-16 ........................... 2,265,579 7,880 0.0126 0.668 0.0019 0.0034 18.1 

Aug-16 .......................... 2,009,630 5,626 0.0122 0.699 0.0017 ¥0.0019 16.4 

Sep-16 .......................... 1,620,236 4,801 0.0136 0.696 0.0017 0.0035 15.6 

Oct-16 .......................... 2,355,292 8,055 0.0143 0.693 0.0017 0.0041 19.7 

Nov-16 .......................... 2,702,894 9,915 0.0161 0.700 0.0018 0.0040 17.3 

Dec-16 .......................... 4,380,164 15,036 0.0142 0.710 0.0017 0.0034 20.5 

Jan-17 .......................... 2,921,604 11,184 0.0148 0.730 0.0016 0.0011 21.4 

Feb-17 .......................... 2,508,810 9,801 0.0165 0.754 0.0015 0.0023 20.3 

Mar-17 .......................... 2,585,694 9,517 0.0175 0.770 0.0015 0.0060 20.9 

Apr-17 .......................... 2,875,573 10,174 0.0156 0.764 0.0014 0.0056 23.5 

May-17 ......................... 3,741,955 15,179 0.0150 0.763 0.0014 0.0026 25.7 

Jun-17 .......................... 5,040,922 17,245 0.0155 0.688 0.0018 0.0046 19.2 

Jul-17 ........................... 3,906,133 14,582 0.0154 0.712 0.0017 0.0020 19.8 

Aug-17 .......................... 3,803,586 14,841 0.0174 0.700 0.0018 0.0055 19.5 

Sep-17 .......................... 3,398,110 12,782 0.0152 0.773 0.0014 0.0017 23.2 

Oct-17 .......................... 3,839,683 13,467 0.0156 0.773 0.0014 0.0022 25.2 

Nov-17 .......................... 4,193,873 14,499 0.0161 0.775 0.0014 0.0028 24.2 

Dec-17 .......................... 3,673,405 19,036 0.0180 0.782 0.0014 0.0027 19.0 

As Table 2 shows, approximately 45% 

of all orders in the Program in 2016–17 

were for a round lot or fewer shares. 

More than 60% of retail orders 

removing liquidity from the Exchange 

were for 300 shares or less. Further, the 

number of very large orders was 

relatively steady, with orders larger than 

7,500 shares typically accounting for 4– 

5% of orders received. Despite relatively 

low fill rates, large orders account for a 

sizable portion of the shares executed in 

the Program. 

TABLE 2—COMPOSITION OF RETAIL TAKING ORDERS BY ORDER SIZE CATEGORY

<100 

(%) 

101–300 

(%) 

301–500 

(%) 

501–1,000 

(%) 

1001–2,000 

(%) 

2001–4,000 

(%) 

4001–7,500 

(%) 

7500–15,000 

(%) 

>15,000 

(%) 

Jan-16 ................................... 36.31 19.06 9.74 11.64 7.60 6.48 4.38 2.70 2.09 

Feb-16 ................................... 35.88 18.81 9.96 11.82 7.72 6.42 4.31 2.82 2.26 

Mar-16 ................................... 35.67 18.69 9.90 11.83 7.82 6.70 4.52 2.92 1.94 

Apr-16 .................................... 38.22 19.39 9.87 11.48 7.16 5.73 3.89 2.54 1.73 

May-16 .................................. 37.64 19.81 10.12 11.57 7.51 5.60 3.74 2.35 1.65 

Jun-16 ................................... 39.46 18.98 9.66 11.22 7.13 5.32 3.95 2.60 1.68 

Jul-16 ..................................... 40.22 18.59 9.45 11.10 6.75 5.40 4.05 2.65 1.78 

Aug-16 ................................... 33.59 17.45 9.24 11.66 8.30 7.17 5.71 4.33 2.54 

Sep-16 ................................... 33.40 17.83 9.13 11.55 8.33 7.32 5.69 4.17 2.59 

Oct-16 .................................... 39.50 19.03 9.42 11.16 7.33 5.66 3.77 2.53 1.59 

Nov-16 ................................... 38.72 19.67 9.80 11.40 7.19 5.27 3.63 2.64 1.70 

Dec-16 ................................... 39.41 19.52 9.41 11.26 7.33 5.40 3.55 2.66 1.47 

Jan-17 ................................... 42.16 19.82 9.22 10.62 6.92 4.84 3.05 2.08 1.30 

Feb-17 ................................... 41.90 19.51 9.34 10.79 7.03 4.82 3.09 2.08 1.44 

Mar-17 ................................... 41.55 18.98 9.12 11.04 7.30 5.18 3.40 2.07 1.36 

Apr-17 .................................... 44.32 18.50 8.55 10.21 6.65 5.07 3.31 2.17 1.21 

May-17 .................................. 52.39 17.82 7.14 8.08 5.32 4.03 2.64 1.72 0.87 

Jun-17 ................................... 44.76 15.48 7.53 9.59 6.87 6.06 4.67 3.50 1.53 


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TABLE 2—COMPOSITION OF RETAIL TAKING ORDERS BY ORDER SIZE CATEGORY—Continued 

<100 

(%) 

101–300 

(%) 

301–500 

(%) 

501–1,000 

(%) 

1001–2,000 

(%) 

2001–4,000 

(%) 

4001–7,500 

(%) 

7500–15,000 

(%) 

>15,000 

(%) 

Jul-17 ..................................... 45.33 15.98 8.05 10.21 7.08 5.61 3.70 2.62 1.43 

Aug-17 ................................... 43.83 16.68 8.39 10.58 7.48 5.67 3.46 2.51 1.41 

Sep-17 ................................... 46.15 17.81 8.26 9.93 6.78 4.85 2.93 2.09 1.20 

Oct-17 .................................... 45.53 18.30 8.47 10.06 6.88 4.82 2.79 2.00 1.15 

Nov-17 ................................... 45.14 17.37 8.63 10.37 7.13 5.02 2.90 2.15 1.29 

Dec-17 ................................... 45.96 17.62 8.89 10.60 6.62 4.55 2.72 1.99 1.05 

Tables 3 and 4 show the distribution 

of orders received by size and shares 

executed in 2016–17. During that 

period, the Program saw much lower 

execution sizes due to smaller retail 

providing orders (typically around 300 

shares) breaking up fills and as a result 

of liquidity at multiple price 

improvement points. 

TABLE 3—COMPOSITION OF SHARES PLACED BY ORDER SIZE CATEGORY

<100 

(%) 

101–300 

(%) 

301–500 

(%) 

501–1,000 

(%) 

1001–2,000 

(%) 

2001–4,000 

(%) 

4001–7,500 

(%) 

7500–15,000 

(%) 

>15,000 

(%) 

Jan-16 ................................... 1.11 2.17 2.28 5.01 6.21 10.14 12.73 14.71 45.64 

Feb-16 ................................... 1.09 2.09 2.25 4.92 6.09 9.67 12.01 14.90 46.97 

Mar-16 ................................... 1.15 2.23 2.40 5.28 6.61 10.79 13.50 16.37 41.68 

Apr-16 .................................... 1.45 2.75 2.84 6.09 7.21 10.93 13.90 16.82 38.02 

May-16 .................................. 1.47 2.81 2.93 6.16 7.59 10.70 13.39 15.81 39.14 

Jun-16 ................................... 1.43 2.67 2.80 6.06 7.29 10.28 14.15 17.28 38.04 

Jul-16 ..................................... 1.38 2.50 2.61 5.67 6.57 10.05 13.95 16.71 40.57 

Aug-16 ................................... 0.88 1.71 1.86 4.30 5.88 9.78 14.44 19.69 41.45 

Sep-16 ................................... 0.92 1.78 1.84 4.24 5.89 10.04 14.44 19.38 41.48 

Oct-16 .................................... 1.60 2.76 2.77 6.00 7.52 11.19 13.79 17.15 37.21 

Nov-16 ................................... 1.49 2.70 2.72 5.84 6.99 9.77 12.62 16.97 40.90 

Dec-16 ................................... 1.69 2.98 2.88 6.29 7.82 11.13 13.57 18.68 34.96 

Jan-17 ................................... 2.08 3.51 3.29 6.89 8.59 11.57 13.51 17.30 33.26 

Feb-17 ................................... 1.96 3.33 3.21 6.70 8.39 11.12 13.29 16.59 35.40 

Mar-17 ................................... 1.90 3.16 3.05 6.72 8.50 11.64 14.12 15.93 34.97 

Apr-17 .................................... 2.29 3.34 3.10 6.72 8.38 12.32 15.07 18.00 30.78 

May-17 .................................. 4.06 4.02 3.23 6.65 8.42 12.26 14.97 17.66 28.74 

Jun-17 ................................... 1.36 2.15 2.15 5.07 6.99 11.88 16.71 22.63 31.06 

Jul-17 ..................................... 1.45 2.49 2.58 6.02 8.03 12.20 14.85 19.55 32.83 

Aug-17 ................................... 1.52 2.67 2.76 6.42 8.79 12.70 14.21 19.41 31.50 

Sep-17 ................................... 2.01 3.29 3.08 6.74 8.98 12.38 13.73 18.52 31.27 

Oct-17 .................................... 1.99 3.45 3.21 6.94 9.26 12.39 13.30 18.03 31.42 

Nov-17 ................................... 1.85 3.10 3.11 6.80 9.07 12.20 13.06 18.30 32.51 

Dec-17 ................................... 2.06 3.54 3.60 7.78 9.43 12.58 13.73 19.12 28.16 

TABLE 4—COMPOSITION OF SHARES EXECUTED BY ORDER SIZE CATEGORY

<100 

(%) 

101–300 

(%) 

301–500 

(%) 

501–1,000 

(%) 

1001–2,000 

(%) 

2001–4,000 

(%) 

4001–7,500 

(%) 

7500–15,000 

(%) 

>15,000 

(%) 

Jan-16 ................................... 6.25 10.48 9.45 17.31 14.62 10.14 10.60 8.43 8.90 

Feb-16 ................................... 5.94 9.72 9.20 16.39 13.89 9.67 10.88 9.53 11.14 

Mar-16 ................................... 5.79 9.59 9.07 16.56 14.13 10.79 11.31 9.99 9.13 

Apr-16 .................................... 6.84 11.14 10.10 17.62 13.89 10.93 10.47 9.28 7.38 

May-16 .................................. 7.38 11.61 10.14 17.20 13.47 10.70 9.84 8.47 8.99 

Jun-16 ................................... 7.10 10.66 9.04 15.22 13.52 10.28 11.45 10.13 10.13 

Jul-16 ..................................... 6.18 9.52 8.28 14.74 12.55 10.05 13.28 11.29 10.57 

Aug-16 ................................... 4.48 7.45 6.93 12.87 12.48 9.78 15.50 15.54 10.23 

Sep-16 ................................... 4.73 7.83 6.94 12.86 12.43 10.04 16.13 14.42 10.16 

Oct-16 .................................... 6.76 10.32 8.76 15.87 14.13 11.19 11.68 10.00 8.23 

Nov-16 ................................... 7.02 11.19 9.76 17.17 14.19 9.77 10.31 8.99 8.58 

Dec-16 ................................... 6.99 10.91 9.22 17.06 15.32 11.13 10.68 9.16 6.67 

Jan-17 ................................... 8.21 12.23 9.82 17.25 15.76 11.57 9.59 7.24 6.40 

Feb-17 ................................... 8.20 12.39 10.36 18.42 15.80 11.12 9.45 6.93 5.64 

Mar-17 ................................... 7.67 11.72 10.02 19.32 16.40 11.64 9.76 6.64 4.93 

Apr-17 .................................... 8.48 11.45 9.57 18.22 15.60 12.32 10.32 7.81 4.50 

May-17 .................................. 14.15 12.70 9.29 16.65 14.45 12.26 9.45 7.18 3.52 

Jun-17 ................................... 5.58 8.07 7.39 15.41 14.63 11.88 13.89 13.50 6.20 

Jul-17 ..................................... 5.67 9.03 8.53 17.83 16.45 12.20 11.56 9.71 6.11 

Aug-17 ................................... 5.78 9.30 8.88 18.25 17.51 12.70 10.54 8.75 5.72 

Sep-17 ................................... 7.32 10.97 9.79 18.78 17.26 12.38 9.53 7.60 4.98 

Oct-17 .................................... 6.53 10.74 9.74 18.74 17.63 12.39 9.21 8.01 5.35 

Nov-17 ................................... 6.28 10.18 9.41 18.28 17.38 12.20 9.80 8.44 6.08 

Dec-17 ................................... 6.50 10.99 10.31 20.09 16.89 12.58 9.35 7.30 4.60 

As Table 5 shows, during 2016–17, 

fill rates trended near 80% for orders up 

to 300 shares, while the average shares 

available at the inside was 300 shares. 

Data published to the SIP indicates 

when liquidity is available for retail 


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liquidity seekers inside the spread, and 

on which side. 

TABLE 5—FILL RATES BY RETAIL TAKE ORDER SIZE

<100 

(%) 

101–300 

(%) 

301–500 

(%) 

501–1,000 

(%) 

1,001–2,000 

(%) 

2,001–4,000 

(%) 

4,001–7,500 

(%) 

7,500–15,000 

(%) 

>15,000 

(%) 

Jan-16 ................................... 85.30 72.92 62.76 52.36 35.67 20.84 12.61 8.68 2.95 

Feb-16 ................................... 83.81 71.47 62.76 51.21 35.07 21.18 13.92 9.84 3.65 

Mar-16 ................................... 82.78 70.92 62.38 51.69 35.25 22.06 13.80 10.06 3.61 

Apr-16 .................................... 83.19 71.37 62.58 50.99 33.95 21.41 13.27 9.72 3.42 

May-16 .................................. 82.49 67.65 56.62 45.70 29.09 19.75 12.04 8.77 3.76 

Jun-16 ................................... 71.79 57.72 46.59 36.28 26.76 17.91 11.69 8.46 3.84 

Jul-16 ..................................... 80.95 68.80 57.26 46.92 34.50 24.39 17.19 12.20 4.71 

Aug-16 ................................... 83.54 71.79 61.39 49.17 34.92 24.40 17.64 12.97 4.06 

Sep-16 ................................... 80.06 69.04 59.19 47.50 33.04 22.58 17.49 11.65 3.83 

Oct-16 .................................... 83.10 73.58 62.22 52.05 36.97 25.09 16.67 11.48 4.35 

Nov-16 ................................... 81.40 71.75 62.28 50.90 35.15 22.68 14.15 9.18 3.63 

Dec-16 ................................... 84.73 75.04 65.56 55.67 40.18 25.76 16.14 10.06 3.91 

Jan-17 ................................... 84.49 74.69 64.07 53.69 39.35 24.97 15.22 8.98 4.13 

Feb-17 ................................... 84.49 75.25 65.39 55.64 38.16 23.34 14.40 8.46 3.23 

Mar-17 ................................... 84.31 77.43 68.69 60.00 40.26 24.26 14.42 8.70 2.95 

Apr-17 .................................... 86.84 80.63 72.49 63.69 43.71 26.79 16.10 10.19 3.44 

May-17 .................................. 89.57 81.19 73.95 64.31 44.07 26.41 16.22 10.45 3.15 

Jun-17 ................................... 78.80 72.17 66.04 58.35 40.20 24.80 15.96 11.46 3.83 

Jul-17 ..................................... 77.45 71.84 65.58 58.68 40.59 24.56 15.42 9.85 3.69 

Aug-17 ................................... 74.17 67.92 62.76 55.48 38.88 23.48 14.48 8.80 3.54 

Sep-17 ................................... 84.30 77.24 73.73 64.64 44.56 25.81 16.11 9.51 3.69 

Oct-17 .................................... 82.84 78.51 76.55 68.14 48.06 28.59 17.47 11.21 4.30 

Nov-17 ................................... 82.32 79.42 73.12 65.08 46.34 28.08 18.16 11.17 4.52 

Dec-17 ................................... 81.62 80.19 74.12 66.68 46.28 28.70 17.60 9.86 4.22 

Table 6 shows the development of 

orders sizes received in the Program 

over time. Orders adding liquidity to the 

Exchange averaged in the mid-300 share 

range for most of the Program’s recent 

history, although the median size has 

increased since August 2016. (The 

Exchange notes that the median order 

size is the average of the daily median 

order sizes across all orders received on 

a trade date for NYSE symbols.) After 

averaging near 2,000 shares at times, the 

size of retail orders removing liquidity 

from the Exchange has dropped over 

time, with median sizes periodically 

exceeding 300 shares. The slightly 

smaller take order sizes helps explain 

the better overall fill rates and improved 

effective spreads in the Program’s recent 

history. However, as shown by the 

occasional oversized orders, there 

remains ample liquidity and 

opportunity in the Program to satisfy 

liquidity takers with meaningful price 

improvement. 

TABLE 6—ORDER SIZE DETAILS

Provide orders Take orders 

Average Median Average Median 

Jan-16 .............................................................................................................. 297 157 1,941 259 

Feb-16 .............................................................................................................. 314 191 1,958 272 

Mar-16 .............................................................................................................. 312 182 1,787 267 

Apr-16 .............................................................................................................. 306 176 1,523 215 

May-16 ............................................................................................................. 294 100 1,542 217 

Jun-16 .............................................................................................................. 314 100 1,508 207 

Jul-16 ............................................................................................................... 323 105 1,585 202 

Aug-16 ............................................................................................................. 340 194 2,230 338 

Sep-16 ............................................................................................................. 338 200 2,212 336 

Oct-16 .............................................................................................................. 357 200 1,494 204 

Nov-16 ............................................................................................................. 382 200 1,623 212 

Dec-16 ............................................................................................................. 367 200 1,398 206 

Jan-17 .............................................................................................................. 361 200 1,217 199 

Feb-17 .............................................................................................................. 350 200 1,264 200 

Mar-17 .............................................................................................................. 360 200 1,304 200 

Apr-17 .............................................................................................................. 353 200 1,223 189 

May-17 ............................................................................................................. 416 200 961 105 

Jun-17 .............................................................................................................. 370 200 1,517 190 

Jul-17 ............................................................................................................... 355 200 1,364 180 

Aug-17 ............................................................................................................. 360 200 1,310 196 

Sep-17 ............................................................................................................. 391 200 1,141 164 

Oct-17 .............................................................................................................. 444 200 1,127 172 

Nov-17 ............................................................................................................. 422 200 1,193 184 

Dec-17 ............................................................................................................. 395 200 1,026 195 


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28882 Federal Register / Vol. 83, No. 120 / Thursday, June 21, 2018 / Notices 

Although the Program provides the 

opportunity to achieve significant price 

improvement, the Program has not 

generated significant activity. As Table 

7 shows, the average daily volume for 

the Program has hovered in the three to 

four million share range, and has 

accounted for less than 0.1% of 

consolidated NYSE-listed volume in 

2016–17. The Program’s share of NYSE 

volume during that period was below 

0.4%. Moreover, no symbol during the 

past two years achieved as much as 

1.6% of their consolidated average daily 

volume (‘‘CADV’’) in the Program, and 

all of the highest share symbols are low 

volume securities. As Table 2 shows, 

during the 2016–2017 period, only 1.0% 

of all day/symbol pairs exceeded 5% 

share of CADV, with another 8.2% of 

day/symbol pairs achieving a share of 

CADV between 1% and 5%. Fully 75% 

of all day/symbol pairs exhibited RLP 

share of 0.25% or less during that time. 

For ticker symbols that traded at least 

100 days during the two-year period, 

more than half of all symbols over that 

period had less than 0.10% of their 

consolidated volume executed in the 

program, and 96% less than 0.50%. The 

Program’s share of the total market in 

NYSE-listed securities is tiny 

considering that non-ATS activity in the 

U.S. equity markets, based on FINRA 

transparency data and NYSE Trade and 

Quote (‘‘TAQ’’) volume statistics, is 

estimated to be approximately 20–25% 

of all U.S. equity volume. In short, the 

Program represents a minor participant 

in the overall market to price improve 

marketable retail order flow. While 

participation was low, as noted above, 

retail investors that participated in the 

Program received price improvement on 

their orders, which was one of the stated 

goals of the Program. The NYSE 

therefore believes that the pilot data 

supports making the Program 

permanent. 

TABLE 7 

Distribution 

(%) 

Daily results Two year aggregate 

Count Percentage Count Percentage 

>50 ................................................................................................................... 63 0.0088 0 0.0000 

25.00–50.00 ..................................................................................................... 179 0.0251 0 0.0000 

10.00–25.00 ..................................................................................................... 1,599 0.2238 0 0.0000 

5.00–10.00 ....................................................................................................... 5,569 0.7795 0 0.0000 

1.00–5.00 ......................................................................................................... 58,368 8.1696 6 0.1733 

0.75–1.00 ......................................................................................................... 18,527 2.5932 18 0.5198 

0.50–0.75 ......................................................................................................... 29,869 4.1807 111 3.2053 

0.25–0.50 ......................................................................................................... 64,440 9.0194 764 22.0618 

0.10–0.25 ......................................................................................................... 116,211 16.2657 736 21.2532 

0.05–0.10 ......................................................................................................... 101,813 14.2504 538 15.5357 

0.01–0.05 ......................................................................................................... 181,194 25.3611 1,161 33.5258 

<0.01 ................................................................................................................ 136,624 19.1228 129 3.7251 

Moreover, beyond providing a 

meaningful price improvement to retail 

investors through a competitive and 

transparent pricing process unavailable 

in non-exchange venues, the data 

collected during the Program supports 

the conclusion that the Program has not 

had any significant negative market 

impact. As set forth in Table 8, the 

Exchange measured the correlation 

between several critical market quality 

statistics and either RLP share of CADV, 

shares posted dark by providers seeking 

to interact with retail orders or the 

amount of time during the trading day 

that RLP liquidity was available. The 

correlations the Exchange measured 

were levels, not changes. As a result, 

fairly high correlation coefficients 

should suggest that the Program had a 

meaningful impact on the statistics. In 

no case did the Exchange observe a 

single correlation greater than an 

absolute value of 0.15, and even at the 

90th percentile of all symbols, there was 

no correlation of even 0.30. In short, 

there was no measure the Exchange 

studied supporting the conclusion that 

the Program had any noticeable impact 

on market quality. 

TABLE 8 

Statistic 1 Statistic 2 Average 

correlation 

90th 

percentile 

correlation 

% Time With RLP Liquidity .......................................... Consolidated Spread .................................................... 0.0001 0.0003 

% Time With RLP Liquidity .......................................... Eff. Sprd. Ex RPI .......................................................... 0.0943 0.2925 

RLP Size at PBBO ....................................................... Consolidated Spread .................................................... 0.0003 0.0005 

RLP Size at PBBO ....................................................... Eff. Sprd. Ex RPI .......................................................... 0.0617 0.2348 

RLP Share of CADV ..................................................... Eff. Sprd. Ex RPI .......................................................... 0.0010 0.1091 

RLP Share of CADV ..................................................... Share wtd. NBBO Spread ............................................ 0.0152 0.1357 

RLP Share of CADV ..................................................... Time wtd. NBBO Spread .............................................. 0.0002 0.0002 

RLP Share of CADV ..................................................... Time wtd. NYSE BBO Spread ..................................... 0.0002 0.0002 

The Exchange believes that the 

Program was a positive experiment in 

attracting retail order flow to a public 

exchange. The order flow the Program 

attracted to the Exchange provided 

tangible price improvement to retail 

investors through a competitive pricing 

process unavailable in non-exchange 

venues. As such, despite the low 

volumes, the Exchange believes that the 

Program satisfied the twin goals of 

attracting retail order flow to the 

Exchange and allowing such order flow 

to receive potential price improvement. 

Moreover, the Exchange believes that 

the data collected during the Program 

supports the conclusion that the 

Program’s overall impact on market 


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54 15 U.S.C. 78f(b). 

55 15 U.S.C. 78f(b)(5). 

quality and structure was not negative. 

Although the results of the Program 

highlight the substantial advantages that 

broker-dealers retain when managing 

the benefits of retail order flow, the 

Exchange believes that the level of price 

improvement guaranteed by the 

Program and the scant evidence that the 

Program negatively impacted the 

marketplace justifies making the 

Program permanent. The Exchange 

accordingly believes that the pilot 

Program’s rules, as amended, should be 

made permanent. 

The Exchange notes that the proposed 

change is not otherwise intended to 

address any other issues and the 

Exchange is not aware of any problems 

that member organizations would have 

in complying with the proposed rule 

change. 

2. Statutory Basis 

The Exchange believes the proposed 

rule change is consistent with the 

requirements of Section 6(b) of the 

Act,54 in general, and Section 6(b)(5) of 

the Act,55 in particular, in that it is 

designed to remove impediments to and 

perfect the mechanism of a free and 

open market and a national market 

system, to promote just and equitable 

principles of trade, and, in general, to 

protect investors and the public interest 

and not to permit unfair discrimination 

between customers, issuers, brokers, or 

dealers. 

The Exchange believes the proposal is 

consistent with these principles because 

it seeks to make permanent a pilot and 

associated rule changes that were 

previously approved by the Commission 

as a pilot for which the Exchange has 

subsequently provided data and 

analysis to the Commission, and that 

this data and analysis, as well as the 

further analysis in this filing, shows that 

the Program has operated as intended 

and is consistent with the Act. The 

Exchange also believes that the 

proposed rule change is consistent with 

these principles because it would 

increase competition among execution 

venues, encourage additional liquidity, 

and offer the potential for price 

improvement to retail investors. 

The Exchange also believes the 

proposed rule change is designed to 

facilitate transactions in securities and 

to remove impediments to, and perfect 

the mechanisms of, a free and open 

market and a national market system 

because making the Program permanent 

would attract retail order flow to a 

public exchange and allow such order 

flow to receive potential price 

improvement. The data provided by the 

Exchange to the Commission staff 

demonstrates that the Program provided 

tangible price improvement to retail 

investors through a competitive pricing 

process unavailable in non-exchange 

venues and otherwise had an 

insignificant impact on the marketplace. 

The Exchange believes that making the 

Program permanent would encourage 

the additional utilization of, and 

interaction with, the NYSE and provide 

retail customers with an additional 

venue for price discovery, liquidity, 

competitive quotes, and price 

improvement. For the same reasons, the 

Exchange believes that making the 

Program permanent would promote just 

and equitable principles of trade and 

remove impediments to and perfect the 

mechanism of a free and open market. 

Finally, 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 these 

reasons, the Exchange believes that the 

proposal is consistent with the Act. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change will result in 

any burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. The 

Exchange believes that making the 

Program permanent would continue to 

promote competition for retail order 

flow among execution venues. The 

Exchange believes that the data 

supplied to the Commission and 

experience gained over nearly six years 

have demonstrated that the Program 

creates price improvement 

opportunities for retail orders that are 

equal to what would be provided under 

OTC internalization arrangements, 

thereby benefiting retail investors and 

increasing competition between 

execution venues. The Exchange also 

believes that making the Program 

permanent will promote competition 

between execution venues operating 

their own retail liquidity programs. 

Such competition will lead to 

innovation within the market, thereby 

increasing the quality of the national 

market system. Finally, the Exchange 

notes that it operates in a highly 

competitive market in which market 

participants can easily direct their 

orders to competing venues, including 

off-exchange venues. In such an 

environment, the Exchange must 

continually review, and consider 

adjusting the services it offers and the 

requirements it imposes to remain 

competitive with other U.S. equity 

exchanges. 

For the reasons described above, the 

Exchange believes that the proposed 

rule change reflects this competitive 

environment. 

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 

Within 45 days of the date of 

publication of this notice in the Federal 

Register or up to 90 days (i) as the 

Commission may designate if it finds 

such longer period to be appropriate 

and publishes its reasons for so finding 

or (ii) as to which the self-regulatory 

organization consents, the Commission 

will: 

(A) By order approve or disapprove 

the proposed rule change, or 

(B) institute proceedings to determine 

whether the proposed rule change 

should be 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 (http://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

NYSE–2018–28 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–2018–28. This file 

number should be included on the 

subject line if email is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

internet website (http://www.sec.gov/ 

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 


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28884 Federal Register / Vol. 83, No. 120 / Thursday, June 21, 2018 / Notices 

56 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

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

4 17 CFR 240.19b–4(f)(2). 

5The term ‘‘Member’’ is defined as ‘‘any 

registered broker or dealer that has been admitted 

to membership in the Exchange.’’ See Exchange 

Rule 1.5(n). 

6See e.g., NYSE Arca Equities Fees and Charges, 

NYSE Arca Marketplace: Other Fees and Charges, 

Connectivity Fees. See also, Nasdaq Phlx LLC 

Pricing Schedule, Section XI, Direct Connectivity to 

Phlx. 

7For example, if a market participant uses a 1 

gigabyte Disaster Recovery Physical Port to connect 

to the Disaster Recovery Systems for both BYX and 

EDGX, the market participant would only be 

assessed one monthly fee of $2,000. 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for website viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE, 

Washington, DC 20549 on official 

business days between the hours of 

10:00 a.m. and 3:00 p.m. Copies of the 

filing also will be available for 

inspection and copying at the principal 

offices of the Exchange. All comments 

received will be posted without change. 

Persons submitting comments are 

cautioned that we do not redact or edit 

personal identifying information from 

comment submissions. You should 

submit only information that you wish 

to make available publicly. All 

submissions should refer to File 

Number SR–NYSE–2018–28, and 

should be submitted on or before July 

12, 2018. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.56

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2018–13303 Filed 6–20–18; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–83450; File No. SR– 

CboeEDGX–2018–016] 

Self-Regulatory Organizations; Cboe 

EDGX Exchange, Inc.; Notice of Filing 

and Immediate Effectiveness of a 

Proposed Rule Change Related to 

Physical Port Fees for EDGX 

June 15, 2018. 

Pursuant to Section 19(b)(1) of the 

Securities Exchange Act of 1934 (the 

‘‘Act’’),1 and Rule 19b–4 thereunder,2

notice is hereby given that on June 1, 

2018, Cboe EDGX Exchange, Inc. (the 

‘‘Exchange’’ or ‘‘EDGX’’) 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 Exchange. The Exchange has 

designated the proposed rule change as 

one establishing or changing a member 

due, fee, or other charge imposed by the 

Exchange under Section 19(b)(3)(A)(ii) 

of the Act 3 and Rule 19b–4(f)(2) 

thereunder,4 which renders the 

proposed rule change effective upon 

filing with the Commission. 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 filed a proposal to 

amend its fees and rebates applicable to 

Members 5 and non-Members of the 

Exchange pursuant to EDGX Rule 

15.1(a) and (c) to modify its fees for 

physical ports. 

The text of the proposed rule change 

is available at the Exchange’s website at 

www.markets.cboe.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 

Exchange 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 these 

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 implement 

proposed changes to its fee schedule 

relating to physical connectivity fees, 

effective June 1, 2018. By way of 

background, a physical port is utilized 

by a Member or non-Member to connect 

to the Exchange at the data centers 

where the Exchange’s servers are 

located. The Exchange currently 

maintains a presence in two third-party 

data centers: (i) The primary data center 

where the Exchange’s business is 

primarily conducted on a daily basis, 

and (ii) a secondary data center, which 

is predominantly maintained for 

business continuity purposes. The 

Exchange currently assesses the 

following physical connectivity fees for 

Members and non-Members on a 

monthly basis: $2,000 per physical port 

for a 1 gigabyte circuit and $7,000 per 

physical port for a 10 gigabyte circuit. 

The Exchange proposes to increase the 

fees per physical ports from (i) $2,000 

to $2,500 per month, per port for a 1 

gigabyte circuit and (ii) $7,000 to $7,500 

per month, per port for a 10 gigabyte 

circuit. The Exchange notes the 

proposed fees enable it to continue to 

maintain and improve its market 

technology and services and also notes 

that the proposed fee changes are in line 

with the amounts assessed by other 

exchanges for similar connections.6

The Exchange also proposes to adopt 

separate physical port fees for 

connection to its secondary data center, 

which is predominantly maintained for 

business continuity purposes (‘‘Disaster 

Recovery Systems’’). Particularly, the 

Disaster Recovery Systems can be 

accessed via physical ports in Chicago. 

Members and Non-Members may 

maintain physical ports in order to be 

able to connect to the Disaster Recovery 

Systems in case of a disaster. Currently, 

physical ports that are used to connect 

to the Disaster Recovery Systems are 

assessed the same fees as physical ports 

used to connect to the Exchange’s 

trading system. The Exchange proposes 

to establish separate pricing for physical 

ports that are used to connect to the 

Disaster Recovery Systems (‘‘Disaster 

Recovery Physical Ports’’). Specifically, 

the Exchange proposes to assess a 

monthly fee of $2,000 per 1 gigabyte 

Disaster Recovery Physical Port and a 

monthly fee of $6,000 per 10 gigabyte 

Disaster Recovery Physical Port. This 

amount will continue to enable the 

Exchange to maintain the Disaster 

Recovery Physical Ports in case they 

become necessary. The Exchange notes 

that the Disaster Recovery Physical 

Ports may also be used to access the 

Disaster Recovery Systems for the 

following affiliate exchanges Cboe BZX 

Exchange, Inc., Cboe BYX Exchange, 

Inc., Cboe EDGA Exchange, Inc., Cboe 

C2 Exchange, Inc., Cboe Exchange, Inc. 

and Cboe Futures Exchange, LLC as 

well. The Exchange proposes to provide 

that market participants will only be 

assessed a single fee for any Disaster 

Recovery Physical Port that also 

accesses the Disaster Recover Systems 

for these exchanges.7


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