31044 Federal Register / Vol. 87, No. 98 / Friday, May 20, 2022 / Notices 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 51808 

(June 9, 2005), 70 FR 37496, 37499 (June 29, 2005) 

(File No. S7–10–04) (Final Rule) (‘‘Regulation 

NMS’’). 

4See Securities Exchange Act Release No. 61358, 

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

02–10) (Concept Release on Equity Market 

Structure). 

5See Cboe U.S Equities Market Volume 

Summary, available at https://markets.cboe.com/us/ 

equities/market_share. See generally https://

www.sec.gov/fast-answers/divisionsmarket

regmrexchangesshtml.html. 

6See FINRA ATS Transparency Data, available at 

https://otctransparency.finra.org/otctransparency/ 

AtsIssueData. A list of alternative trading systems 

registered with the Commission is available at 

https://www.sec.gov/foia/docs/atslist.htm. 

7See Cboe Global Markets U.S. Equities Market 

Volume Summary, available at http://markets.

cboe.com/us/equities/market_share/. 

8See id. 

9With the introduction of the new Tier 2 pricing 

tier, the Exchange proposes to renumber current 

Tier 2 as Tier 3 and current Tier 3 as Tier 4 without 

making any changes to the requirement or credits 

to those tiers. Additionally, the Exchange proposes 

to replace reference to Tier 3 with Tier 4 in the text 

attached to the note denoted by * under current 

Tier 3. 

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

Dated: May 18, 2022. 

Vanessa A. Countryman, 

Secretary. 

[FR Doc. 2022–10996 Filed 5–18–22; 11:15 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–94917; File No. SR– 

NYSEArca–2022–27] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change To Amend the NYSE Arca 

Equities Fees and Charges 

May 16, 2022. 

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

Securities Exchange Act of 1934 

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

notice is hereby given that on May 2, 

2022, NYSE Arca, Inc. (‘‘NYSE Arca’’ 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 amend the 

NYSE Arca Equities Fees and Charges 

(‘‘Fee Schedule’’) by introducing two 

new pricing tiers, Tier 2 under Adding 

Tiers and Step Up Tier 3 under Step Up 

Tiers. The Exchange also proposes to 

eliminate Step Up Tier 1 under Step Up 

Tiers and eliminate Tier 4 under Tape 

C Tiers for Adding. Lastly, the Exchange 

proposes to amend the criteria to qualify 

for Tier 3 under Tape C Tiers for 

Adding. The Exchange proposes to 

implement the fee changes effective 

May 2, 2022. 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 amend the 

Fee Schedule by introducing two new 

pricing tiers, Tier 2 under Adding Tiers 

and Step Up Tier 3 under Step Up Tiers. 

The Exchange also proposes to 

eliminate Step Up Tier 1 under Step Up 

Tiers and eliminate Tier 4 under Tape 

C Tiers for Adding. Lastly, the Exchange 

proposes to amend the criteria to qualify 

for Tier 3 under Tape C Tiers for 

Adding. The Exchange proposes to 

implement the fee changes effective 

May 2, 2022. 

Background 

The Exchange operates in a highly 

competitive market. The Commission 

has repeatedly expressed its preference 

for competition over regulatory 

intervention in determining prices, 

products, and services in the securities 

markets. In Regulation NMS, the 

Commission highlighted the importance 

of market forces in determining prices 

and SRO revenues and, also, recognized 

that current regulation of the market 

system ‘‘has been remarkably successful 

in promoting market competition in its 

broader forms that are most important to 

investors and listed companies.’’ 3

While Regulation NMS has enhanced 

competition, it has also fostered a 

‘‘fragmented’’ market structure where 

trading in a single stock can occur 

across multiple trading centers. When 

multiple trading centers compete for 

order flow in the same stock, the 

Commission has recognized that ‘‘such 

competition can lead to the 

fragmentation of order flow in that 

stock.’’ 4 Indeed, equity trading is 

currently dispersed across 16 

exchanges,5 numerous alternative 

trading systems,6 and broker-dealer 

internalizers and wholesalers, all 

competing for order flow. Based on 

publicly available information, no single 

exchange currently has more than 18% 

market share.7 Therefore, no exchange 

possesses significant pricing power in 

the execution of equity order flow. More 

specifically, the Exchange currently has 

less than 12% market share of executed 

volume of equities trading.8

The Exchange believes that the evershifting market share among the 

exchanges from month to month 

demonstrates that market participants 

can move order flow, or discontinue or 

reduce use of certain categories of 

products. While it is not possible to 

know a firm’s reason for shifting order 

flow, the Exchange believes that one 

such reason is because of fee changes at 

any of the registered exchanges or nonexchange venues to which a firm routes 

order flow. With respect to nonmarketable order flow that would 

provide liquidity on an Exchange 

against which market makers can quote, 

ETP Holders can choose from any one 

of the 16 currently operating registered 

exchanges to route such order flow. 

Accordingly, competitive forces 

constrain exchange transaction fees that 

relate to orders that would provide 

liquidity on an exchange. 

Proposed Rule Change 

Adding Tiers—Tier 2 

The Exchange proposes to introduce a 

new pricing tier, Tier 2, in the Adding 

Tiers table under Section VI. Tier 

Rates—Round Lots and Odd Lots (Per 

Share Price $1.00 or Above). As 

proposed, an ETP Holder could qualify 

for a credit of $0.0030 per share for 

Adding in Tape A securities, $0.0023 

per share for Adding in Tape B 

securities and $0.0031 per share for 

Adding in Tape C securities if the ETP 

Holder has Adding ADV that is equal to 

at least 0.50% of CADV.9 With the 

proposed addition of a new pricing tier 

and the renumbering of existing tiers, 

the Exchange proposes to amend the 


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10With the proposed addition of a new pricing 

tier and the renumbering of existing tiers, the 

Exchange proposes to amend footnote (b) under 

Section VI. of the Fee Schedule by replacing 

reference to Step Up Tier 3 with Step Up Tier 2 in 

the footnote. The applicability of footnote (b) would 

otherwise remain unchanged. 

text regarding certain fees that are 

applicable to ETP Holders that qualify 

for each of the tiers by adding reference 

to the newly renumbered Tier 4. 

The Exchange believes that the 

proposed new pricing tier will 

incentivize ETP Holders to route their 

liquidity-providing order flow to the 

Exchange in order to qualify for the tier, 

which provides higher credits than 

those currently available under current 

Tier 2 and current Tier 3. This in turn 

would support the quality of price 

discovery on the Exchange and provide 

additional price improvement 

opportunities for incoming orders. The 

Exchange believes that by correlating 

the amount of the fee to the level of 

orders sent by an ETP Holder that add 

liquidity, the Exchange’s fee structure 

would incentivize ETP Holders to 

submit more orders that add liquidity to 

the Exchange, thereby increasing the 

potential for price improvement to 

incoming marketable orders submitted 

to the Exchange. 

As noted above, the Exchange 

operates in a competitive environment, 

particularly as it relates to attracting 

non-marketable orders, which add 

liquidity to the Exchange. The Exchange 

does not know how much order flow 

ETP Holders choose to route to other 

exchanges or to off-exchange venues. 

Based on the profile of liquidity-adding 

firms generally, the Exchange believes 

that a number of ETP Holders could 

qualify for the proposed new pricing tier 

if they choose to direct order flow to the 

Exchange. However, without having a 

view of ETP Holders’ activity on other 

exchanges and off-exchange venues, the 

Exchange has no way of knowing 

whether this proposed rule change 

would result in any additional ETP 

Holders directing orders to the 

Exchange in order to qualify for the new 

Tier 2 credits. 

Step Up Tiers 

The proposed rule change is designed 

to be available to all ETP Holders on the 

Exchange and is intended to provide 

ETP Holders an opportunity to receive 

an enhanced rebate by executing more 

of their orders on the Exchange. The 

Exchange currently provides credits to 

ETP Holders who submit orders that 

provide displayed liquidity on the 

Exchange. The Exchange currently has 

multiple levels of credits for orders that 

provide displayed liquidity that are 

based on the amount of volume of such 

orders that ETP Holders send to the 

Exchange. 

In this competitive environment, the 

Exchange has already established Step 

Up Tiers 1–3, which are designed to 

encourage ETP Holders that provide 

displayed liquidity on the Exchange to 

increase that order flow, which would 

benefit all ETP Holders by providing 

greater execution opportunities on the 

Exchange. In order to provide an 

incentive for ETP Holders to direct 

providing displayed order flow to the 

Exchange, the credits increase in the 

various tiers based on increased levels 

of volume directed to the Exchange. 

Currently, the following credits are 

available to ETP Holders that provide 

increased levels of displayed liquidity 

on the Exchange: 

Tier Credit for adding displayed liquidity 

Step Up Tier 1 .................................................... $0.0030 (Tape A), $0.0023 (Tape B), $0.0031 (Tape C). 

Step Up Tier 2 .................................................... $0.0028 (Tape A and C), $0.0022 (Tape B). 

Step Up Tier 3 .................................................... $0.0033 (Tape A and C), $0.0034 (Tape B). 

The Exchange proposes the following 

changes to the Step Up Tiers. First, the 

Exchange proposes to eliminate current 

Step Up Tier 1 and remove the pricing 

tier from the Fee Schedule. The current 

Step Up Tier 1 pricing tier has been 

underutilized by ETP Holders. The 

Exchange has observed that not a single 

ETP Holder has qualified for the pricing 

tier proposed for elimination in the last 

three months. Since the current Step Up 

Tier 1 pricing tier has not been effective 

in accomplishing its intended purpose, 

which is to incent ETP Holders to 

increase their liquidity adding activity 

on the Exchange, the Exchange has 

determined to eliminate the pricing tier 

from the Fee Schedule. With the 

proposed elimination of Step Up Tier 1, 

the Exchange proposes to rename 

current Step Up Tier 2 as Step Up Tier 

1 and current Step Up Tier 3 as Step Up 

Tier 2.10

Second, the Exchange proposes to 

introduce a new pricing tier, Step Up 

Tier 3, in the Step Up Tiers table under 

Section VI. Tier Rates—Round Lots and 

Odd Lots (Per Share Price $1.00 or 

Above). As proposed, an ETP Holder 

would qualify for the new Step Up Tier 

3 if the ETP Holder has Adding ADV 

that is an increase of at least 0.35% as 

a percentage of CADV over the ETP 

Holder’s Adding ADV in September 

2019. An ETP Holder would 

alternatively qualify for the new Step 

Up Tier 3 if the ETP Holder has 

Removing ADV that is equal to at least 

0.50% as a percentage of CADV and has 

Adding ADV that is an increase of at 

least 0.25% as a percentage of CADV 

over the ETP Holder’s Adding ADV in 

September 2019. ETP Holders that meet 

either of the two criteria would qualify 

for a credit of $0.0031 per share for 

orders that provide displayed liquidity 

in Tape A, Tape B and Tape C 

securities. 

The Exchange believes the proposed 

new Step Up Tier 3 pricing tier would 

incentivize order flow providers to send 

a greater number of liquidity-providing 

orders to the Exchange to qualify for the 

pricing tier. While the proposed pricing 

tier would pay a credit that is lower 

than that available to ETP Holders 

under current Step Up Tier 3, the new 

tier also adopts lower volume 

thresholds than that required to qualify 

for current Step Up Tier 3. Additionally, 

proposed new Step Up Tier 3 provides 

ETP Holders with two ways to qualify 

for the credits payable under the pricing 

tier, and also provides for higher credits 

than those provided under current Step 

Up Tier 2 and current Step Up Tier 1, 

the latter of which the Exchange is 

proposing to eliminate entirely with this 

proposed rule change. 

Tape C Tiers 

The proposed rule change is designed 

to be available to all ETP Holders on the 

Exchange and is intended to provide 

ETP Holders an opportunity to receive 

credits by executing their orders in Tape 

C securities on the Exchange. 

In this competitive environment, the 

Exchange has already established 

pricing for trading activity in Tape C 

securities where the credits increase in 

the various tiers based on increased 

levels of volume directed to the 

Exchange. The current Tape C Tiers are 

designed to encourage ETP Holders that 

provide liquidity in Tape C securities to 

increase that order flow, which would 

benefit all ETP Holders by providing 

greater execution opportunities on the 

Exchange. 

Currently, the following credits are 

available to ETP Holders that add 


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11 15 U.S.C. 78f(b). 

12 15 U.S.C. 78f(b)(4) and (5). 

13See Securities Exchange Act Release No. 51808 

(June 9, 2005), 70 FR 37496, 37499 (June 29, 2005). 

liquidity in Tape C securities on the 

Exchange: 

• Tape C Tier 4 credit of $0.0029 per 

share for ETP Holders that have at least 

0.15% Adding ADV as a percentage of 

CADV, or 20 million shares of Adding 

ADV; 

• Tape C Tier 3 credit of $0.0031 per 

share for ETP Holders that have at least 

0.25% Adding ADV as a percentage of 

CADV; 

• Tape C Tier 2 credit of $0.0033 per 

share for ETP Holders that have at least 

0.35% Adding ADV as a percentage of 

CADV; and 

• Tape C Tier 1 credit of $0.0034 per 

share for ETP Holders that have at least 

0.40% Adding ADV as a percentage of 

CADV and a fee of $0.0029 per share for 

removing liquidity. 

The Exchange proposes the following 

changes to the Tape C Tiers. First, the 

Exchange proposes to eliminate current 

Tape C Tier 4 and remove the pricing 

tier from the Fee Schedule. The current 

Tape C Tier 4 tier has been 

underutilized by ETP Holders. The 

Exchange has observed that not a single 

ETP Holder has qualified for the pricing 

tier proposed for elimination in the last 

three months. Since the current Tape C 

Tier 4 pricing tier has not been effective 

in accomplishing its intended purpose, 

which is to incent ETP Holders to direct 

their liquidity adding activity in Tape C 

securities to the Exchange, the Exchange 

has determined to eliminate the pricing 

tier from the Fee Schedule. 

Second, the Exchange proposes to 

modify the requirements to qualify for 

current Tape C Tier 3 and the credit 

associated with Tape C Tier 3. As 

proposed, an ETP Holder would qualify 

for Tape C Tier 3 if the ETP Holder has 

Adding ADV of at least 0.20% as a 

percentage of CADV. ETP Holders that 

meet the proposed lower volume 

requirement would qualify to receive a 

credit of $0.0030 per share for orders in 

Tape C securities that provide liquidity 

on the Exchange. 

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

Section 6(b) of the Act,11 in general, and 

furthers the objectives of Sections 

6(b)(4) and (5) of the Act,12 in particular, 

because it provides for the equitable 

allocation of reasonable dues, fees, and 

other charges among its members, 

issuers and other persons using its 

facilities and does not unfairly 

discriminate between customers, 

issuers, brokers or dealers. 

The Proposed Fee Change Is Reasonable 

As discussed above, the Exchange 

operates in a highly fragmented and 

competitive market. The Commission 

has repeatedly expressed its preference 

for competition over regulatory 

intervention in determining prices, 

products, and services in the securities 

markets. Specifically, in Regulation 

NMS, the Commission highlighted the 

importance of market forces in 

determining prices and SRO revenues 

and, also, recognized that current 

regulation of the market system ‘‘has 

been remarkably successful in 

promoting market competition in its 

broader forms that are most important to 

investors and listed companies.’’ 13

The Exchange believes that the evershifting market share among the 

exchanges from month to month 

demonstrates that market participants 

can shift order flow, or discontinue or 

reduce use of certain categories of 

products, in response to fee changes. 

With respect to non-marketable orders 

that provide liquidity on an Exchange, 

ETP Holders can choose from any one 

of the 16 currently operating registered 

exchanges to route such order flow. 

Accordingly, competitive forces 

reasonably constrain exchange 

transaction fees that relate to orders that 

would provide displayed liquidity on an 

exchange. Stated otherwise, changes to 

exchange transaction fees can have a 

direct effect on the ability of an 

exchange to compete for order flow. 

Given this competitive environment, 

the proposal represents a reasonable 

attempt to attract additional order flow 

to the Exchange. 

Adding Tiers—Tier 2 

The Exchange believes that the 

proposed new Tier 2 pricing tier is 

reasonable because it is designed to 

encourage increased trading activity on 

the Exchange. The Exchange believes it 

is reasonable to require ETP Holders to 

meet the applicable volume threshold as 

it offers liquidity providers an 

opportunity to receive an enhanced 

rebate. Further, the proposed new 

pricing tier is reasonable as it would 

provide ETP Holders an additional 

opportunity to qualify for a rebate by 

meeting lower volume threshold than 

that required to qualify for current Tier 

1. The Exchange believes that the 

proposal represents a reasonable effort 

to promote price improvement and 

enhanced order execution opportunities 

for ETP Holders. All ETP Holders would 

benefit from the greater amounts of 

liquidity on the Exchange, which would 

represent a wider range of execution 

opportunities. The Exchange believes 

the proposed new Tier 2 pricing tier is 

a reasonable means to encourage ETP 

Holders to increase their liquidity 

providing orders in Tape A, Tape B and 

Tape C securities. 

As noted above, the Exchange 

operates in a highly competitive 

environment, particularly for attracting 

order flow that provides liquidity on an 

exchange. More specifically, the 

Exchange notes that greater add volume 

order flow may provide for deeper, more 

liquid markets and execution 

opportunities at improved prices, which 

the Exchange believes would 

incentivize liquidity providers to submit 

additional liquidity and enhance 

execution opportunities. 

Step Up Tiers 

The Exchange believes the proposal to 

adopt the new Step Up Tier 3 pricing 

tier is reasonable as it would serve as an 

incentive to market participants to 

increase the orders sent directly to 

NYSE Arca and therefore provide 

liquidity that supports the quality of 

price discovery and promotes market 

transparency. The Exchange believes the 

proposed pricing tier is reasonable and 

equitable because it would allow ETP 

Holders to receive increased credits 

from those currently available under 

current Step Up Tier 2 and current Step 

Up Tier 1, the latter of which the 

Exchange proposes to eliminate with 

this proposed rule change. Moreover, 

the addition of the new Step Up Tier 3 

pricing tier would benefit market 

participants whose increased order flow 

would provide meaningful added levels 

of liquidity thereby contributing to the 

depth and market quality on the 

Exchange. Further, the Exchange 

believes the proposed pricing tier is 

reasonable as it also provides ETP 

Holders two methods to qualify for the 

proposed credit. An ETP Holder can 

choose to either send only liquidityproviding orders or a combination of 

orders that Add liquidity and Remove 

liquidity and as long as the ETP Holder 

meets the prescribed requirement, the 

ETP Holder would qualify for the 

proposed new pricing tier and the 

corresponding credit. 

The Exchange believes that the 

proposed rule change to eliminate the 

Step Up Tier 1 pricing tier is reasonable 

because the pricing tier has been 

underutilized and has not incentivized 

ETP Holders to bring liquidity and 

increase trading on the Exchange. No 

ETP Holder has availed itself of the 

pricing tier in the last three months. The 

Exchange believes it is reasonable to 

eliminate requirements and credits, and 


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even entire pricing tiers, when such 

incentives become underutilized. The 

Exchange believes eliminating 

underutilized incentive programs would 

also simplify the Fee Schedule. The 

Exchange further believes that removing 

reference to the pricing tier that the 

Exchange proposes to eliminate from 

the Fee Schedule would also add clarity 

to the Fee Schedule. 

The Exchange notes that volumebased incentives and discounts have 

been widely adopted by exchanges, 

including the Exchange, and are 

reasonable, equitable and not unfairly 

discriminatory because they are 

available to all ETP Holders on an equal 

basis. They also provide additional 

benefits or discounts that are reasonably 

related to the value of the Exchange’s 

market quality and associated higher 

levels of market activity. Additionally, 

the Exchange is one of many venues and 

off-exchange venues to which market 

participants may direct their order flow, 

and it represents a small percentage of 

the overall market. Competing 

exchanges offer similar tiered pricing 

structures to that of the Exchange, 

including schedules of rebates and fees 

that apply based on members achieving 

certain volume thresholds. 

Tape C Tiers 

The Exchange believes the proposed 

change to lower the volume requirement 

under the Tape C Tier 3 is reasonable 

because it would allow ETP Holders to 

more easily meet the requirement of the 

pricing tier to receive per share credits 

payable under the pricing tier, thereby 

encouraging the submission of 

additional liquidity to a national 

securities exchange. Submission of 

additional liquidity to the Exchange 

would promote price discovery and 

transparency and enhance order 

execution opportunities for ETP Holders 

from the substantial amounts of 

liquidity present on the Exchange. The 

Exchange believes the proposed lower 

volume requirement is also reasonable 

as it would provide an additional 

incentive for ETP Holders to qualify for 

this established tier and direct their 

order flow to the Exchange and provide 

meaningful added levels of displayed 

liquidity, thereby contributing to the 

depth and market quality on the 

Exchange. The Exchange also believes it 

is reasonable to offer a nominally lower 

credit to ETP Holders when they qualify 

for Tape C Tier because ETP Holders 

would correspondingly be subject to 

lower volume requirement to qualify for 

such credit. 

The Exchange believes that the 

proposed rule change to eliminate the 

Tape C Tier 4 pricing tier is reasonable 

because the pricing tier has been 

underutilized and has not incentivized 

ETP Holders to bring liquidity and 

increase trading on the Exchange. No 

ETP Holder has availed itself of the 

pricing tier in the last three months. The 

Exchange believes it is reasonable to 

eliminate requirements and credits, and 

even entire pricing tiers, when such 

incentives become underutilized. The 

Exchange believes eliminating 

underutilized incentive programs would 

also simplify the Fee Schedule. The 

Exchange further believes that removing 

reference to the pricing tier that the 

Exchange proposes to eliminate from 

the Fee Schedule would also add clarity 

to the Fee Schedule. 

The Proposed Fee Change Is an 

Equitable Allocation of Fees and Credits 

The Exchange believes its proposal 

equitably allocates its fees and credits 

among its market participants. 

Adding Tiers—Tier 2 

The Exchange believes the proposed 

rule change to introduce a new pricing 

tier for ETP Holders equitably allocates 

its fees among its market participants. 

The Exchange believes the proposed 

new Tier 2 pricing tier is equitable 

because it is open to all similarly 

situated ETP Holders on an equal basis 

and provides a per share credit that is 

reasonably related to the value of an 

exchange’s market quality associated 

with higher volumes. The Exchange 

believes it is equitable to require ETP 

Holders to meet the applicable volume 

thresholds to qualify for the new Tier 2 

credits. The Exchange believes the 

proposed change would continue to 

encourage ETP Holders to both submit 

additional liquidity to the Exchange and 

execute orders on the Exchange, thereby 

contributing to robust levels of liquidity, 

to the benefit of all market participants. 

The proposed change is designed as 

an incentive to any and all liquidity 

providers interested in meeting the tier 

criteria to submit order flow to the 

Exchange and each will receive the 

associated rebate if the tier criteria is 

met. The Exchange believes that the 

proposed new Tier 2 could encourage 

the submission and removal of 

additional liquidity from the Exchange, 

thus enhancing order execution 

opportunities for ETP Holders from the 

substantial amounts of liquidity present 

on the Exchange. All ETP Holders 

would benefit from the greater amounts 

of liquidity that would be present on the 

Exchange, which would provide greater 

execution opportunities. 

The Exchange believes the proposed 

rule change would also improve market 

quality for all market participants 

seeking to remove liquidity on the 

Exchange and, as a consequence, attract 

more liquidity to the Exchange, thereby 

improving market-wide quality. The 

Exchange believes that the proposal 

constitutes an equitable allocation of 

fees because all similarly situated ETP 

Holders would be eligible for the fees 

and credits provided under the 

proposed new pricing tier. 

Step Up Tiers 

The Exchange believes the proposed 

new Step Up Tier 3 pricing tier is 

equitable because it would allow ETP 

Holders to receive increased credits 

above those currently available under 

current Step Up Tier 2 and current Step 

Up Tier 1, the latter of which the 

Exchange proposes to eliminate with 

this proposed rule change. Moreover, 

the addition of the new Step Up Tier 3 

pricing tier would benefit market 

participants whose increased order flow 

would provide meaningful added levels 

of liquidity thereby contributing to the 

depth and market quality on the 

Exchange. Given that Step Up Tier 3 

would be a new pricing tier, no ETP 

Holder currently qualifies for the 

proposed credit. And without having a 

view of ETP Holders’ activity on other 

markets and off-exchange venues, the 

Exchange has no way of knowing 

whether this proposed rule change 

would result in any ETP Holders 

qualifying for this tier. However, the 

Exchange believes the proposed volume 

requirements and the multiple ways by 

which an ETP Holder could qualify for 

the proposed pricing tier should provide 

an incentive for ETP Holders to submit 

orders that both provide liquidity and 

remove liquidity, which would promote 

price discovery and increase execution 

opportunities for all ETP Holders. The 

Exchange notes that the proposed new 

Step Up Tier 3 would use the same 

September 2019 baseline as the current 

Step Up Tier 3, renamed as Step Up Tier 

2. The Exchange believes that utilizing 

the same baseline would make it easier 

for ETP Holders to monitor their 

providing ADV, as opposed to 

introducing a new baseline. The 

Exchange believes the proposed change 

would thereby encourage the 

submission of additional orders to a 

national securities exchange, thus 

promoting price discovery and 

transparency and enhancing order 

execution opportunities for ETP Holders 

from the substantial amounts of 

liquidity present on the Exchange, 

which would benefit all market 

participants on the Exchange. 

The Exchange believes that 

eliminating requirements and credits, 

and even entire pricing tiers, from the 


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Fee Schedule when such incentives 

become ineffective is equitable because 

the requirements, and credits, and even 

entire pricing tiers, would be eliminated 

in their entirety and would no longer be 

available to any ETP Holder. The 

Exchange also believes that the 

proposed change would protect 

investors and the public interest 

because the deletion of the 

underutilized pricing tier would make 

the Fee Schedule more accessible and 

transparent and facilitate market 

participants’ understanding of the fees 

charged for services currently offered by 

the Exchange. 

Tape C Tiers 

The Exchange believes that the 

proposed modification of the volume 

threshold to qualify for Tape C Tier 3 

and the corresponding credit payable 

under the pricing tier represents an 

equitable allocation of fees. The 

Exchange believes the proposal would 

continue to encourage ETP Holders to 

send orders that add liquidity to the 

Exchange, thereby contributing to robust 

levels of liquidity, which would benefit 

all market participants. The Exchange 

believes that lowering the requirement 

would make it easier for liquidity 

providers to qualify for the Tape C Tier 

3 credit of $0.0030 per share. While the 

Exchange proposes to nominally lower 

the credit that would be payable under 

the pricing tier, the Exchange believes 

the proposed lower volume requirement 

would nonetheless encourage the 

submission of additional liquidity to the 

Exchange, thus promoting price 

discovery and transparency and 

enhancing order execution 

opportunities for all ETP Holders. 

The Exchange believes the proposed 

lower volume requirement should 

incentivize ETP Holders to submit 

liquidity-providing order flow, which 

would promote price discovery and 

increase execution opportunities for all 

ETP Holders. While the Exchange has 

no way of knowing whether this 

proposed rule change would 

definitively result in any particular ETP 

Holder qualifying for the modified Tape 

C Tier 3, the Exchange anticipates a 

number of ETP Holders would be able 

to meet, or will reasonably be able to 

meet, the modified criteria. However, 

without having a view of activity on 

other markets and off-exchange venues, 

the Exchange has no way of knowing 

whether this proposed rule change 

would result in any ETP Holder meeting 

the modified requirement and 

qualifying for the modified Tape C Tier 

3 rebate. As stated, the proposed 

changes to the requirements to qualify 

for the Tape C Tier 3 pricing tier and the 

corresponding credit is designed to 

continue to incentivize ETP Holders to 

submit additional liquidity in Tape C 

securities. The Exchange believes the 

proposed rule change would improve 

market quality for all market 

participants on the Exchange and, as a 

consequence, attract more liquidity to 

the Exchange thereby improving marketwide quality. 

The Exchange believes that the 

proposal represents an equitable 

allocation of fees and credits and is not 

unfairly discriminatory because it 

would apply uniformly to all ETP 

Holders, in that all ETP Holders will 

have the opportunity to meet the tier’s 

criteria and receive the applicable rebate 

if such criteria is met. The proposed 

rebate would apply automatically and 

uniformly to all ETP Holders that 

achieve the corresponding criteria. 

The Proposed Fee Change Is Not 

Unfairly Discriminatory 

The Exchange believes that the 

proposal is not unfairly discriminatory. 

Adding Tiers—Tier 2 

The Exchange believes that the 

proposed rule change to introduce the 

new Tier 2 pricing tier is not unfairly 

discriminatory. The Exchange believes 

that the proposal does not permit unfair 

discrimination because the proposed 

new pricing tier would be applied to all 

similarly situated ETP Holders and all 

ETP Holders would be subject to the 

same requirements under the proposed 

new tier. Accordingly, no ETP Holder 

already operating on the Exchange 

would be disadvantaged by the 

proposed allocation of fees and credits 

under the proposed new tier. The 

Exchange further believes that the 

proposed fee change would not permit 

unfair discrimination among ETP 

Holders because the general and tiered 

rates are available equally to all ETP 

Holders. As described above, in today’s 

competitive marketplace, order flow 

providers have a choice of where to 

direct liquidity-providing order flow, 

and the Exchange believes there are a 

number of ETP Holders who could 

qualify for proposed new tier if they 

chose to direct their order flow to the 

Exchange. 

Step Up Tiers 

The Exchange believes that the 

proposed new Step Up Tier 3 pricing 

tier is not unfairly discriminatory 

because it is open to all ETP Holders, on 

an equal basis, who meet the 

requirements to qualify for the tier. The 

proposal does not permit unfair 

discrimination because the proposed 

volume requirements to qualify for the 

new pricing tier would be applied to all 

similarly situated ETP Holders, who 

would all be eligible for the same credit 

on an equal basis. Accordingly, no ETP 

Holder already operating on the 

Exchange would be disadvantaged by 

this allocation of fees. The Exchange 

believes the proposed new pricing tier 

would also serve as an incentive to ETP 

Holders that do not currently meet the 

requirement of other pricing tiers on the 

Exchange to increase the level of orders 

sent directly to NYSE Arca in order to 

qualify for, and receive the credits 

associated with the proposed new Step 

Up Tier 3. The proposed new pricing 

tier would apply equally to all ETP 

Holders as each would be required to 

meet one of two volume requirements to 

qualify for the proposed credit 

associated with the proposed new 

pricing tier, regardless of whether an 

ETP Holder currently meets the 

requirement of another pricing tier. 

The Exchange believes that 

eliminating requirements and credits 

associated with Step Up Tier 1 from the 

Fee Schedule when such incentives 

become ineffective is not unfairly 

discriminatory because the 

requirements and credits associated 

with the pricing tier would be 

eliminated in its entirety and would no 

longer be available to any ETP Holder. 

All ETP Holders would continue to be 

subject to the same fee structure, and 

access to the Exchange’s market would 

continue to be offered on fair and nondiscriminatory terms. The Exchange 

also believes that the proposed change 

would protect investors and the public 

interest because the deletion of the 

underutilized pricing tier would make 

the Fee Schedule more accessible and 

transparent and facilitate market 

participants’ understanding of the fees 

charged for services currently offered by 

the Exchange. 

Tape C Tiers 

The Exchange believes it is not 

unfairly discriminatory to adopt lower 

volume requirements for ETP Holders to 

qualify for the Tape C Tier 3 pricing tier 

and a corresponding lower credit as the 

proposed change would apply on an 

equal basis to all ETP Holders. The 

proposal does not permit unfair 

discrimination because the lower 

threshold and the corresponding credit 

would be applied to all similarly 

situated ETP Holders, who would all be 

eligible for the same credit on an equal 

basis. The Exchange notes that the 

proposed change will not adversely 

impact any ETP Holder’s pricing or their 

ability to qualify for other tiers. The 

Exchange also believes that the 

proposed change is not unfairly 


khammond on DSKJM1Z7X2PROD with NOTICES
Federal Register / Vol. 87, No. 98 / Friday, May 20, 2022 / Notices 31049 

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

15See Securities Exchange Act Release No. 51808, 

70 FR 37495, 37498–99 (June 29, 2005) (S7–10–04) 

(Final Rule). 

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

17 17 CFR 240.19b–4(f)(2). 

18 15 U.S.C. 78s(b)(2)(B). 

discriminatory because it is reasonably 

related to the value of the Exchange’s 

market quality associated with higher 

volume. The proposed modified volume 

requirement and corresponding credit 

would apply equally to all ETP Holders 

as each would be required to meet the 

revised criteria in order to receive the 

corresponding credit. 

The Exchange believes that 

eliminating requirements and credits 

associated with Tape C Tier 4 from the 

Fee Schedule when such incentives 

become ineffective is not unfairly 

discriminatory because the 

requirements and credits associated 

with the pricing tier would be 

eliminated in its entirety and would no 

longer be available to any ETP Holder. 

All ETP Holders would continue to be 

subject to the same fee structure, and 

access to the Exchange’s market would 

continue to be offered on fair and nondiscriminatory terms. The Exchange 

also believes that the proposed change 

would protect investors and the public 

interest because the deletion of the 

underutilized pricing tier would make 

the Fee Schedule more accessible and 

transparent and facilitate market 

participants’ understanding of the fees 

charged for services currently offered by 

the Exchange. 

* * * * * 

In the prevailing competitive 

environment, ETP Holders are free to 

disfavor the Exchange’s pricing if they 

believe that alternatives offer them 

better value. Moreover, this proposed 

rule change neither targets nor will it 

have a disparate impact on any 

particular category of market 

participant. The Exchange believes that 

this proposal does not permit unfair 

discrimination because the changes 

described in this proposal would be 

applied uniformly to all similarly 

situated ETP Holders and all ETP 

Holders would be subject to the same 

requirements. Accordingly, no ETP 

Holder already operating on the 

Exchange would be disadvantaged by 

the proposed allocation of fees. 

Finally, the submission of orders to 

the Exchange is optional for ETP 

Holders in that they could choose 

whether to submit orders to the 

Exchange and, if they do, the extent of 

its activity in this regard. The Exchange 

believes that it is subject to significant 

competitive forces, as described below 

in the Exchange’s statement regarding 

the burden on competition. 

For the foregoing reasons, the 

Exchange believes that the proposal is 

consistent with the Act. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

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

the Act,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. Instead, as 

discussed above, the Exchange believes 

that the proposed changes would 

encourage the submission of additional 

liquidity to a public exchange, thereby 

promoting market depth, price 

discovery and transparency and 

enhancing order execution 

opportunities for ETP Holders. As a 

result, the Exchange believes that the 

proposed change furthers the 

Commission’s goal in adopting 

Regulation NMS of fostering integrated 

competition among orders, which 

promotes ‘‘more efficient pricing of 

individual stocks for all types of orders, 

large and small.’’ 15

Intramarket Competition. The 

Exchange believes the proposed 

amendments to its Fee Schedule would 

not impose any burden on competition 

that is not necessary or appropriate in 

furtherance of the purposes of the Act. 

The Exchange does not believe that the 

proposed change represents a significant 

departure from previous pricing offered 

by the Exchange or its competitors. The 

proposed changes are designed to attract 

additional order flow to the Exchange, 

in particular with respect to Tape C 

securities. The Exchange believes that 

the proposed adoption of new pricing 

tiers and amending criteria of 

established tiers would incentivize 

market participants to direct liquidity 

adding order flow to the Exchange, 

bringing with it additional execution 

opportunities for market participants 

and improved price transparency. 

Greater overall order flow, trading 

opportunities, and pricing transparency 

benefits all market participants on the 

Exchange by enhancing market quality 

and continuing to encourage ETP 

Holders to send orders, thereby 

contributing towards a robust and wellbalanced market ecosystem. The 

Exchange also does not believe the 

proposed rule change to eliminate 

underutilized pricing tiers will impose 

any burden on intramarket competition 

because the proposed change would 

impact all ETP Holders uniformly. 

Intermarket Competition. The 

Exchange operates in a highly 

competitive market in which market 

participants can readily choose to send 

their orders to other exchange and offexchange venues if they deem fee levels 

at those other venues to be more 

favorable. As noted above, the 

Exchange’s market share of intraday 

trading (i.e., excluding auctions) is 

currently less than 12%. In such an 

environment, the Exchange must 

continually adjust its fees and rebates to 

remain competitive with other 

exchanges and with off-exchange 

venues. Because competitors are free to 

modify their own fees and credits in 

response, and because market 

participants may readily adjust their 

order routing practices, the Exchange 

does not believe its proposed fee change 

can impose any burden on intermarket 

competition. 

The Exchange believes that the 

proposed changes could promote 

competition between the Exchange and 

other execution venues, including those 

that currently offer similar order types 

and comparable transaction pricing, by 

encouraging additional orders to be sent 

to the Exchange for execution. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments were solicited 

or received with respect to the proposed 

rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The foregoing rule change is effective 

upon filing pursuant to Section 

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

subparagraph (f)(2) of Rule 19b–4 17

thereunder, because it establishes a due, 

fee, or other charge imposed by the 

Exchange. 

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) 18 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 


khammond on DSKJM1Z7X2PROD with NOTICES
31050 Federal Register / Vol. 87, No. 98 / Friday, May 20, 2022 / Notices 

19 17 CFR 200.30–3(a)(12). 

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–2022–27 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–NYSEArca–2022–27. 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 

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–NYSEArca–2022–27, and 

should be submitted on or before June 

10, 2022. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.19

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–10802 Filed 5–19–22; 8:45 am] 

BILLING CODE 8011–01–P 

DEPARTMENT OF STATE 

[Public Notice 11744] 

In the Matter of the Designation of 

Gama’a al-Islamiyya (and Other 

Aliases) as a Foreign Terrorist 

Organization 

Based upon a review of the 

Administrative Record assembled in 

this matter and in consultation with the 

Attorney General and the Secretary of 

the Treasury, I conclude that the 

circumstances that were the basis for the 

designation of the Gama’a al-Islamiyya 

(and other aliases) as a Foreign Terrorist 

Organization have changed in such a 

manner as to warrant revocation of the 

designation. 

Therefore, I hereby determine that the 

designation of Gama’a al-Islamiyya (and 

other aliases) as a Foreign Terrorist 

Organization, pursuant to Section 219 of 

the Immigration and Nationality Act, as 

amended (8 U.S.C. 1189), shall be 

revoked. 

This determination shall be published 

in the Federal Register. 

Authority: 8 U.S.C. 1189. 

Dated: May 11, 2022. 

Antony J. Blinken, 

Secretary of State. 

[FR Doc. 2022–10859 Filed 5–19–22; 8:45 am] 

BILLING CODE 4710–AD–P 

DEPARTMENT OF STATE 

[Public Notice 11743] 

In the Matter of the Designation of 

Basque Fatherland and Liberty (and 

Other Aliases) as a Foreign Terrorist 

Organization 

Based upon a review of the 

Administrative Record assembled in 

this matter and in consultation with the 

Attorney General and the Secretary of 

the Treasury, I conclude that the 

circumstances that were the basis for the 

designation of the Basque Fatherland 

and Liberty (and other aliases) as a 

Foreign Terrorist Organization have 

changed in such a manner as to warrant 

revocation of the designation. 

Therefore, I hereby determine that the 

designation of Basque Fatherland and 

Liberty (and other aliases) as a Foreign 

Terrorist Organization, pursuant to 

Section 219 of the Immigration and 

Nationality Act, as amended (8 U.S.C. 

1189), shall be revoked. 

This determination shall be published 

in the Federal Register. 

Authority: 8 U.S.C. 1189. 

Dated: May 11, 2022. 

Antony J. Blinken, 

Secretary of State. 

[FR Doc. 2022–10860 Filed 5–19–22; 8:45 am] 

BILLING CODE 4710–AD–P 

DEPARTMENT OF STATE 

[Public Notice: 11745] 

In the Matter of the Designation of 

Kahane Chai (and Other Aliases) as a 

Foreign Terrorist Organization 

Based upon a review of the 

Administrative Record assembled in 

this matter and in consultation with the 

Attorney General and the Secretary of 

the Treasury, I conclude that the 

circumstances that were the basis for the 

designation of the Kahane Chai (and 

other aliases) as a Foreign Terrorist 

Organization have changed in such a 

manner as to warrant revocation of the 

designation. 

Therefore, I hereby determine that the 

designation of Kahane Chai (and other 

aliases) as a Foreign Terrorist 

Organization, pursuant to Section 219 of 

the Immigration and Nationality Act, as 

amended (8 U.S.C. 1189), shall be 

revoked. 

This determination shall be published 

in the Federal Register. 

Authority: 8 U.S.C. 1189. 

Dated: May 11, 2022. 

Antony J. Blinken, 

Secretary of State. 

[FR Doc. 2022–10828 Filed 5–19–22; 8:45 am] 

BILLING CODE 4710–AD–P 

DEPARTMENT OF STATE 

[Public Notice 11742] 

In the Matter of the Designation of Aum 

Shinrikyo (and Other Aliases) as a 

Foreign Terrorist Organization 

Based upon a review of the 

Administrative Record assembled in 

this matter and in consultation with the 

Attorney General and the Secretary of 

the Treasury, I conclude that the 

circumstances that were the basis for the 

designation of the Aum Shinrikyo (and 

other aliases) as a Foreign Terrorist 

Organization have changed in such a 

manner as to warrant revocation of the 

designation. 


khammond on DSKJM1Z7X2PROD with NOTICES