6900 Federal Register / Vol. 87, No. 25 / Monday, February 7, 2022 / Notices 

16 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. 

4See Rules 1.1(n) (definition of ETP) & (o) 

(definition of ETP Holder). 

5See Securities Exchange Act Release No. 67540 

(July 30, 2012), 77 FR 46539 (August 3, 2012) (SR– 

NYSEArca–2012–77) (the ‘‘2012 Filing’’). 

6See Securities Exchange Act Release Nos. 93850 

(December 22, 2021), 86 FR 74119 (December 29, 

2021) (SR–NYSE–2021–75) (relocating ‘‘retail’’ 

order modifier from NYSE Rule 13 to NYSE Rule 

7.31(i)(6)); 92254 (June 24, 2021), 86 FR 34819 (June 

30, 2021) (SR–NYSEAMER–2021–31) (adding 

‘‘retail’’ order modifier at NYSE American Rule 

7.31E(i)(4)); and 92446 (July 20, 2021), 86 FR 40108 

(July 26, 2021) (SR–NYSENAT–2021–15) (adding 

‘‘retail’’ order modifier at NYSE National Rule 

7.31(i)(4)). 

7The proposed rule is identical to NYSE Rule 

7.31(i)(6)(A), except that the term ‘‘member 

organization’’ in the NYSE rule would be replaced 

with the term ‘‘ETP Holder’’ in the proposed rule, 

and the reference to Rule 7.44 in the NYSE rule 

would be replaced with a reference to NYSE Arca 

Rule 7.44–E. The proposed rule is also identical to 

NYSE American Rule 7.31E(i)(4)(A) and NYSE 

National 7.31(i)(4)(A), except that the term ‘‘Retail 

Order’’ in the NYSE American and NYSE National 

rules would be replaced with the phrase ‘‘order 

designated with a ‘retail’ modifier’’ in the proposed 

rule. 

8The proposed rule is identical to NYSE Rule 

7.31(i)(6)(B), except that the term ‘‘member 

organization’’ in the NYSE rule would be replaced 

with the term ‘‘ETP Holder’’ in the proposed rule. 

The proposed rule is also identical to NYSE 

American Rule 7.31E(i)(4)(B) and NYSE National 

7.31(i)(4)(B), except that the phrase ‘‘designate an 

order as a Retail Order’’ in the NYSE American and 

NYSE National rules would be replaced with the 

phrase ‘‘designate an order as ‘retail’ ’’ in the 

proposed rule. 

9The proposed rule is identical to NYSE Rule 

7.31(i)(6)(C), except that the term ‘‘member 

organization’’ in the NYSE rule would be replaced 

with the term ‘‘ETP Holder’’ in the proposed rule. 

The proposed rule is also identical to NYSE 

American Rule 7.31E(i)(4)(C) and NYSE National 

7.31(i)(4)(C), except that the phrase ‘‘Retail Order’’ 

in the NYSE American and NYSE National rules 

would be replaced with the phrase ‘‘ ‘retail’ order’’ 

in the proposed rule. 

You should submit only information 

that you wish to make available 

publicly. All submissions should refer 

to File Number SR–BX–2022–003 and 

should be submitted on or before 

February 28, 2022. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.16

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–02426 Filed 2–4–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–94121; File No. SR– 

NYSEARCA–2022–07] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change To Amend Its Rules To 

Add New Subparagraph (i)(4) to Rule 

7.31–E 

February 1, 2022. 

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

Securities Exchange Act of 1934 (the 

‘‘Act’’) 2 and Rule 19b–4 thereunder,3

notice is hereby given that, on January 

27, 2022, NYSE Arca, Inc. (‘‘NYSE 

Arca’’ or the ‘‘Exchange’’) filed with the 

Securities and Exchange Commission 

(the ‘‘Commission’’) the proposed rule 

change as described in Items I and II 

below, which Items have been prepared 

by the self-regulatory organization. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to amend its 

rules to add new subparagraph (i)(4) to 

Rule 7.31–E (Orders and Modifiers) 

regarding orders designated with a 

‘‘retail’’ modifier. 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 

rules to add new subparagraph (i)(4) to 

Rule 7.31–E (Orders and Modifiers) 

regarding orders designated with a 

‘‘retail’’ modifier. 

Proposed Rule Change 

Currently, the Exchange’s Fee 

Schedule provides specified fees and 

credits for agency orders that originate 

from a natural person and are submitted 

to the Exchange by an ETP Holder,4

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.5

The Exchange’s rules concerning such 

orders are set out in the 2012 Filing but 

do not presently appear in Rule 7.31–E 

(Orders and Modifiers). 

The Exchange now proposes to amend 

Rule 7.31–E to add new subparagraph 

(i)(4) pertaining to this ‘‘retail’’ modifier. 

The proposed rule is consistent with the 

existing requirements as set out in the 

2012 Filing, except as set forth below, 

and is substantively identical to rules 

currently in effect on the Exchange’s 

affiliates New York Stock Exchange LLC 

(‘‘NYSE’’), NYSE American LLC (‘‘NYSE 

American’’), and NYSE National, Inc. 

(‘‘NYSE National’’).6

Proposed Rule 7.31–E(i)(4)(A) would 

specify that an order designated with a 

‘‘retail’’ modifier is an agency order or 

a riskless principal order that meets the 

criteria of FINRA Rule 5320.03 that 

originates from a natural person and is 

submitted to the Exchange by an ETP 

Holder, provided that no change is 

made to the terms of the order with 

respect to price or side of market and 

the order does not originate from a 

trading algorithm or any other 

computerized methodology. It would 

also specify that an order with a ‘‘retail’’ 

modifier is separate and distinct from a 

‘‘Retail Order’’ under Rule 7.44–E. This 

proposed rule is based on NYSE Rule 

7.31(i)(6)(A), NYSE American Rule 

7.31E(i)(4)(A), and NYSE National 

7.31(i)(4)(A), without any substantive 

differences.7

Proposed Rule 7.31–E(i)(4)(B) would 

specify that an ETP Holder would be 

required to designate an order as 

‘‘retail’’ in the form and/or manner 

prescribed by the Exchange. This 

proposed rule is based on NYSE Rule 

7.31(i)(6)(B), NYSE American Rule 

7.31E(i)(4)(B), and NYSE National 

7.31(i)(4)(B), without any substantive 

differences.8

Proposed Rule 7.31–E(i)(4)(C) would 

specify that in order to submit an order 

with a ‘‘retail’’ modifier, an ETP Holder 

must submit an attestation, in a form 

prescribed by the Exchange, that 

substantially all orders designated as 

‘‘retail’’ would meet the requirements 

set out in paragraph (A) above. This 

proposed rule is based on NYSE Rule 

7.31(i)(6)(C), NYSE American Rule 

7.31E(i)(4)(C), and NYSE National 

7.31(i)(4)(C), without any substantive 

differences.9

Proposed Rule 7.31–E(i)(4)(D) would 

specify that an ETP Holder must have 


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Federal Register / Vol. 87, No. 25 / Monday, February 7, 2022 / Notices 6901 

10The proposed rule is identical to NYSE Rule 

7.31(i)(6)(D), except that the term ‘‘member 

organization’’ in the NYSE rule would be replaced 

with the term ‘‘ETP Holder’’ in the proposed rule. 

The proposed rule is also identical to NYSE 

American Rule 7.31E(i)(4)(D) and NYSE National 

7.31(i)(4)(D), except that the term ‘‘Retail Order’’ in 

the NYSE American and NYSE National rules 

would be replaced with the term ‘‘ ‘retail’ order’’ in 

the proposed rule. 

11The proposed rule is identical to NYSE Rule 

7.31(i)(6)(E), except that the term ‘‘member 

organization’’ in the NYSE rule would be replaced 

with the term ‘‘ETP Holder’’ in the proposed rule, 

and the reference to paragraphs (i)(6)(A)–(D) in the 

NYSE rule would be replaced with a reference to 

paragraphs (i)(4)(A)–(D) in the proposed rule. The 

proposed rule is also identical to NYSE American 

Rule 7.31E(i)(4)(E) and NYSE National 7.31(i)(4)(E), 

except that the term ‘‘Retail Order’’ in the NYSE 

American and NYSE National rules would be 

replaced with the term ‘‘ ‘retail’ order’’ in the 

proposed rule. Note that orders that do not meet the 

requirements specified in paragraphs (i)(4)(A)–(D) 

of Rule 7.31–E would still be eligible to trade 

pursuant to the non-‘‘retail’’ fees in the NYSE Arca 

Equities Schedule of Fees and Charges (‘‘Fee 

Schedule’’). 

The Exchange does not propose to add to the 

proposed rule the provision of the 2012 Filing 

requiring an ETP Holder to designate certain of its 

order entry ports at the Exchange as ‘‘Retail Order 

Ports.’’ Under the Exchange’s current Pillar trading 

system, there is no need for ETP Holders to use 

designated ports to submit orders eligible for 

‘‘retail’’ pricing, since Pillar identifies such orders 

by coded tags, not by the port through which they 

were submitted. As such, the requirement in the 

2012 Filing that ETP Holders use ‘‘Retail Order 

Ports’’ to submit ‘‘retail’’ orders is now obsolete. 

Under the proposal, all orders that meet the 

requirements of the proposed rule would be eligible 

for preferential ‘‘retail’’ order pricing as set out in 

the Exchange’s Fee Schedule, regardless of which 

order entry port the ETP Holder uses. 

12 15 U.S.C. 78f(b). 

13 15 U.S.C. 78f(b)(5). 14 15 U.S.C. 78f(b)(8). 

written policies and procedures 

reasonably designed to assure that it 

will only designate orders as ‘‘retail’’ if 

all requirements of Rule 7.31–E(i)(4)(A) 

are met. Such written policies and 

procedures must require the ETP Holder 

to (i) exercise due diligence before 

entering a ‘‘retail’’ order to assure that 

entry as a ‘‘retail’’ order is in 

compliance with the requirements 

specified by the Exchange, and (ii) 

monitor whether orders entered as 

‘‘retail’’ orders meet the applicable 

requirements. If an ETP Holder 

represents ‘‘retail’’ orders from another 

broker-dealer customer, the ETP 

Holder’s supervisory procedures must 

be reasonably designed to assure that 

the orders it receives from such brokerdealer customer that it designates as 

‘‘retail’’ orders meet the definition of a 

‘‘retail’’ order. The ETP Holder must (i) 

obtain an annual written representation, 

in a form acceptable to the Exchange, 

from each broker-dealer customer that 

sends it orders to be designated as 

‘‘retail’’ orders’’ that entry of such 

orders as ‘‘retail’’ orders will be in 

compliance with the requirements 

specified by the Exchange, and (ii) 

monitor whether its broker-dealer 

customer’s ‘‘retail’’ order flow meets the 

applicable requirements. This proposed 

rule is based on NYSE Rule 

7.31(i)(6)(D), NYSE American Rule 

7.31E(i)(4)(D), and NYSE National 

7.31(i)(4)(D), without any substantive 

differences.10

Proposed Rule 7.31–E(i)(4)(E) would 

specify that an ETP Holder that fails to 

abide by the requirements specified in 

paragraphs (i)(4)(A)–(D) of Rule 7.31–E 

would not be eligible for the ‘‘retail’’ 

rates for orders it designates as ‘‘retail’’ 

orders. This proposed rule is based on 

NYSE Rule 7.31(i)(6)(E), NYSE 

American Rule 7.31E(i)(4)(E), and NYSE 

National 7.31(i)(4)(E), without any 

substantive differences.11

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

Section 6(b) of the Act,12 in general, and 

furthers the objectives of Sections 

6(b)(5) of the Act,13 in particular, 

because it is designed to prevent 

fraudulent and manipulative acts and 

practices, to promote just and equitable 

principles of trade, to foster cooperation 

and coordination with persons engaged 

in regulating, clearing, settling, 

processing information with respect to, 

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 and 

because it is not designed to permit 

unfair discrimination between 

customers, issuers, brokers, or dealers. 

The Exchange believes that the 

proposed amendment to Rule 7.31– 

E(i)(4) would remove impediments to 

and perfect the mechanism of a free and 

open market and a national market 

system because the proposed 

requirements are based on existing 

requirements for orders designated as 

‘‘retail’’ for purposes of fees and credits 

on the Exchange (in the 2012 Filing), 

NYSE, NYSE American, and NYSE 

National, and therefore are not novel. In 

addition, the proposed designation, 

attestation, and written policies and 

procedures are also based on existing 

procedures for similarly-defined orders 

on the Exchange (in the 2012 Filing), 

NYSE, NYSE American, and NYSE 

National, and therefore are not novel. 

The Exchange believes that the 

proposed requirements to submit 

attestations and to maintain written 

policies and procedures are not unfairly 

discriminatory, because they would 

apply equally to all ETP Holders that 

seek to enter orders designated with a 

‘‘retail’’ modifier. 

The Exchange believes that the 

proposed rule change would remove 

impediments to and perfect the 

mechanism of a free and open market 

and a national market system because 

they are substantively identical to the 

requirements for designating orders 

with a ‘‘retail’’ modifier that are 

currently in place on NYSE, NYSE 

American, and NYSE National, and 

therefore would harmonize the 

requirements for designating orders as 

‘‘retail’’ across the four affiliated 

exchanges. Such uniformity will 

enhance market participants’ 

understanding of the process for 

designating orders as ‘‘retail’’ across the 

exchanges, and will minimize any 

potential confusion that could result 

from having different programs on each 

exchange. 

The Exchange believes that omitting 

the provision of the 2012 Filing 

requiring an ETP Holder to designate 

certain of its order entry ports at the 

Exchange as ‘‘Retail Order Ports’’ would 

remove impediments to and perfect the 

mechanism of a free and open market 

and a national market system because 

such requirement is obsolete under the 

Exchange’s current Pillar trading 

system, which identifies ‘‘retail’’ orders 

by coded tag and not by the port 

through which they were submitted. As 

such, there is no longer any reason to 

require ETP Holders to submit ‘‘retail’’ 

orders through designated ports. Under 

the proposal, all orders that meet the 

requirements of proposed Rule 7.31– 

E(i)(4)(A)–(D) would be eligible for 

preferential ‘‘retail’’ order pricing as set 

out in the Exchange’s Fee Schedule, 

regardless of the order entry port used. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

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

the Act,14 the Exchange believes that the 

proposed rule change would not impose 

any burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. The 

proposed rule change is not intended to 

address competition at all, but merely 

moves the Exchange’s existing 

requirements for orders designated as 

‘‘retail’’ into Rule 7.31–E and conforms 

those requirements to those currently in 

place on the Exchange’s affiliate 

exchanges NYSE, NYSE American, and 

NYSE National. 


jspears on DSK121TN23PROD with NOTICES1
6902 Federal Register / Vol. 87, No. 25 / Monday, February 7, 2022 / Notices 

15 15 U.S.C. 78s(b)(3)(A)(iii). 16 17 CFR 240.19b–4(f)(6). In addition, Rule 19b– 

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

the Commission written notice of its intent to file 

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. 17 15 U.S.C. 78s(b)(2)(B). 18 17 CFR 200.30–3(a)(12). 

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 Exchange has filed the proposed 

rule change pursuant to Section 

19(b)(3)(A)(iii) of the Act 15 and Rule 

19b–4(f)(6) thereunder.16 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 

prior to 30 days from the date on which 

it was filed, or such shorter time as the 

Commission may designate, if 

consistent with the protection of 

investors and the public interest, the 

proposed rule change has become 

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

of the Act and Rule 19b–4(f)(6)(iii) 

thereunder. 

At any time within 60 days of the 

filing of such proposed rule change, the 

Commission summarily may 

temporarily suspend such rule change if 

it appears to the Commission that such 

action is necessary or appropriate in the 

public interest, for the protection of 

investors, or otherwise in furtherance of 

the purposes of the Act. If the 

Commission takes such action, the 

Commission shall institute proceedings 

under Section 19(b)(2)(B) 17 of the Act 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– 

NYSEARCA–2022–07 on the subject 

line. 

Paper Comments 

• Send paper comments in triplicate 

to Vanessa Countryman, Secretary, 

Securities and Exchange Commission, 

100 F Street NE, Washington, DC 

20549–1090. 

All submissions should refer to File 

Number SR–NYSEARCA–2022–07. 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–NYSEARCA–2022–07 and 

should be submitted on or before 

February 28, 2022. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.18

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–02437 Filed 2–4–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

Sunshine Act Meeting 

TIME AND DATE: Notice is hereby given, 

pursuant to the provisions of the 

Government in the Sunshine Act, Public 

Law 94–409, that the Securities and 

Exchange Commission will hold an 

Open Meeting on Wednesday, February 

9, 2022 at 10:00 a.m. 

PLACE: The meeting will be webcast on 

the Commission’s website at 

www.sec.gov. 

STATUS: The meeting will begin at 10:00 

a.m. (ET) and will be open to the public 

via webcast on the Commission’s 

website at www.sec.gov. 

MATTERS TO BE CONSIDERED: 

1. The Commission will consider 

whether to propose rules and 

amendments under the Investment 

Advisers Act of 1940 (‘‘Advisers Act’’) 

for private fund advisers and whether to 

propose amendments to the compliance 

rule under the Advisers Act. 

2. The Commission will consider 

whether to propose new rules to address 

cybersecurity risk management for 

investment advisers and investment 

companies as well as related 

amendments to certain rules regarding 

adviser and fund disclosures under the 

Investment Advisers Act of 1940 and 

the Investment Company Act of 1940. 

3. The Commission will consider 

whether to propose rules and rule 

amendments under the Securities 

Exchange Act of 1934 to shorten the 

standard settlement cycle for most 

securities transactions. The proposed 

rules and rule amendments would be 

applicable to broker-dealers and certain 

clearing agencies. The Commission also 

will consider whether to propose rule 

amendments under the Investment 

Advisers Act of 1940 to require 

investment advisers to maintain certain 

related records. 

4. The Commission will consider 

whether to propose amendments to its 

whistleblower rules. 

CONTACT PERSON FOR MORE INFORMATION: 

For further information and to ascertain 

what, if any, matters have been added, 

deleted or postponed, please contact 

Vanessa A. Countryman from the Office 

of the Secretary at (202) 551–5400. 

Authority: 5 U.S.C. 552b. 

Dated: February 2, 2022. 

Vanessa A. Countryman, 

Secretary. 

[FR Doc. 2022–02534 Filed 2–3–22; 11:15 am] 

BILLING CODE 8011–01–P 


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