2022-20145. 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

September 13, 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 on September 1, 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”) to amend the Retail Tiers. 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 to amend the Retail Tiers. The proposed changes respond to the current competitive environment where order flow providers have a choice of where to direct liquidity-providing orders by offering further incentives for ETP Holders to send additional displayed liquidity to the Exchange.

The Exchange proposes to implement the fee changes effective September 1, 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 17% 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 10% market share of executed volume of equities trading.^[8]

The Exchange believes that the ever-shifting 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 non-exchange venues to which a firm routes order flow. The competition for Retail Orders ^[9] is even more stark, particularly as it relates to exchange versus off-exchange venues.

The Exchange thus needs to compete in the first instance with non-exchange venues for Retail Order flow, and with the 15 other exchange venues for that Retail Order flow that is not directed off-exchange. Accordingly, competitive forces compel the Exchange to use exchange transaction fees and credits, particularly as they relate to competing for Retail Order flow, because market participants can readily trade on competing venues if they deem pricing levels at those other venues to be more favorable.

To respond to this competitive environment, the Exchange has established a number of Retail Tiers, which are designed to provide an incentive for ETP Holders to route Retail Orders to the Exchange by providing higher credits for adding liquidity correlated to an ETP Holder's higher trading volume in Retail Orders on the Exchange. Under three of these four tiers, ETP Holders also do not pay a fee when such Retail Orders have a time-in-force of Day that remove liquidity from the Exchange.

Proposed Rule Change

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 enhanced rebates by quoting and trading more on the Exchange.

The Exchange currently provides tiered credits for Retail Orders that provide liquidity on the Exchange. Specifically, Section VI. Tier Rates—Round Lots and Odd Lots (Per Share Price $1.00 or Above), provides a base Retail Order Tier credit of $0.0033 per share for Adding. Additionally, the Exchange has established Retail Order Step-Up Tier 1, Retail Order Step-Up Tier 2 and Retail Order Step-Up Tier 3 that provide a credit of $0.0038 per share, $0.0035 per share, and $0.0036 per share, respectively, for Adding.^[10] The Retail Tiers are designed to encourage ETP Holders that provide displayed liquidity in Retail Orders 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 Retail Order flow to the Exchange, the credits increase in the various tiers based on increased levels of volume directed to the Exchange.

As described in greater detail below, the Exchange proposes to amend the requirements and the associated per share credit payable under the current pricing tiers applicable to Retail Orders that provide liquidity in Tape A, Tape B and Tape C securities.

Currently, to qualify for the Retail Order Tier, an ETP Holder must have Retail Adding ADV of 0.15% or more of CADV. ETP Holders that meet the current Retail Order Tier requirement are eligible to earn a credit of $0.0033 per share for Retail Orders that add liquidity in Tape A, B and C securities.

The Exchange proposes the following changes to the current pricing tier:

• Rename the Retail Order Tier to Retail Tier 3;
• Modify the requirement to qualify for the renamed tier; and
• Increase the credit applicable to the renamed tier.

More specifically, to qualify for proposed Retail Tier 3, an ETP Holder must execute Retail Orders with a time-in-force of Day that add or remove liquidity equal to 0.10% of CADV. ETP Holders that meet the proposed Retail Tier 3 requirement would be eligible to earn an increased credit of $0.0034 per share for Retail Orders that add liquidity in Tape A, B and C securities.

Next, to qualify for current Retail Order Step-Up Tier 1, an ETP Holder must execute an ADV of Retail Orders with a time-in-force of Day that add or remove liquidity that is an increase of 0.40% or more of CADV above its April 2018 ADV taken as a percentage of CADV and have Adding ADV of 1.00% or more of CADV. Alternatively, in addition to providing an ADV of 1.00% or more of CADV, an ETP Holder can qualify for the current fees and credits by executing an ADV of 55 million shares of Retail Orders with a time-in-force of Day that add or remove liquidity. ETP Holders that meet the current Retail Order Step-Up Tier 1 requirement are eligible to earn a credit of $0.0038 per share for Retail Orders that add liquidity in Tape A, B and C securities.^[11] Under the Retail Order Step-Up Tier 1, the Exchange also does not charge a fee for Retail Removing with a time-in-force of Day.

The Exchange proposes the following changes to the current pricing tier:

• Rename Retail Order Step-Up Tier 1 to Retail Tier 1; and
• Modify the percentage requirement to qualify for the renamed tier.

More specifically, to qualify for proposed Retail Tier 1, an ETP Holder must execute an ADV of Retail Orders with a time-in-force of Day that add or remove liquidity that is 0.50% or more of CADV and have Adding ADV of 1.00% or more of CADV. ETP Holders may also alternatively qualify for proposed Retail Tier 1 by executing an ADV of 55 million shares of Retail Orders with a time-in-force of Day that add or remove liquidity and have Adding ADV of 1.00% or more of CADV.^[12] With this proposed rule change, to qualify for proposed Retail Tier 1, ETP Holders would no longer be required to `step-up' above their April 2018 CADV and would instead qualify for the proposed tier by meeting the amended volume requirement during the billing month. ETP Holders that meet the proposed Retail Tier 1 requirement will continue to be eligible to earn a credit of $0.0038 per share for Retail Orders that add liquidity in Tape A, B and C securities. The Exchange is not proposing any change to the level of the credit payable under proposed Retail Tier 1. ETP Holders that qualify for the proposed Retail Tier 1 would also not be a charged a fee for Retail Orders with a time-in-force of Day that remove liquidity.^[13]

Next, to qualify for current Retail Order Step-Up Tier 2, an ETP Holder must execute an ADV of Retail Orders with a time-in-force of Day that add or remove liquidity that is an increase of 0.10% or more of CADV above its April 2018 ADV taken as a percentage of CADV. ETP Holders that meet the current Retail Order Step-Up Tier 2 requirement are eligible to earn a credit of $0.0035 per share for Retail Orders that add liquidity in Tape A, B and C securities.

The Exchange proposes the following changes to the current pricing tier:

• Rename Retail Order Step-Up Tier 2 to Retail Step-Up Tier; and
• Modify the requirement to qualify for the renamed tier.

More specifically, to qualify for proposed Retail Step-Up Tier, an ETP Holder must execute an ADV of Retail Orders with a time-in-force of Day that add or remove liquidity that is an increase of 0.075% or more of CADV above its April 2018 ADV taken as a percentage of CADV. ETP Holders that meet the proposed Retail Step-Up Tier requirement will continue to be eligible to earn a credit of $0.0035 per share for Retail Orders that add liquidity in Tape A, B and C securities. The Exchange is not proposing any change to the level of the credit payable under proposed Retail Step-Up Tier. ETP Holders that qualify for the proposed Retail Step-Up Tier would also not be charged a fee for Retail Orders with a time-in-force of Day that remove liquidity.^[14]

Finally, to qualify for current Retail Order Step-Up Tier 3, an ETP Holder must execute an ADV of Retail Orders with a time-in-force of Day that add or remove liquidity that is an increase of 0.20% or more of CADV above its April 2018 ADV taken as a percentage of CADV. ETP Holders that meet the current Retail Order Step-Up Tier 3 requirement are eligible to earn a credit of $0.0036 per share for Retail Orders that add liquidity in Tape A, B and C securities.

The Exchange proposes the following changes to the current pricing tier:

• Rename Retail Order Step-Up Tier 3 to Retail Tier 2; and
• Modify the requirement to qualify for the renamed tier.

More specifically, to qualify for proposed Retail Tier 2, an ETP Holder must execute an ADV of Retail Orders with a time-in-force of Day that add or remove liquidity that is 0.20% or more of CADV. With this proposed rule change, ETP Holders would no longer be required to `step-up' above their April 2018 CADV and would instead qualify for the proposed tier by meeting the volume requirement during the billing month. ETP Holders that meet the proposed Retail Tier 2 requirement will continue to be eligible to earn a credit of $0.0036 per share for Retail Orders that add liquidity in Tape A, B and C securities. ETP Holders that qualify for proposed Retail Tier 2 would also not be charged a fee for Retail Orders with a time-in-force of Day that remove liquidity.^[15]

With this proposed rule change, the Exchange proposes to reformat the credits payable under the Retail Tiers such that the tier that pays the highest credit would appear at the top of the table followed by the tier that pays the second highest credit, then the tier that pays the lowest credit, followed by the tier that requires ETP Holders to `step-up' from their baseline CADV. Accordingly, the Retail Tiers table would appear as follows:

Tier	Credit for retail adding
Retail Tier 1	$0.0038 (Tape A, Tape B and Tape C).
Retail Tier 2	0.0036 (Tape A, Tape B and Tape C).
Retail Tier 3	0.0034 (Tape A, Tape B and Tape C).
Retail Step-Up Tier	0.0035 (Tape A, Tape B and Tape C).

The purpose of the proposed rule change is to encourage greater participation from ETP Holders and promote additional liquidity in Retail Orders. The Exchange notes that the current Retail Tiers have been underutilized by ETP Holders. The Exchange believes that modifying the requirement of the existing tiers should incentivize ETP Holders to direct more of their Retail Orders to the Exchange and thus qualify for the credits payable under the Retail Tiers. As described above, ETP Holders with liquidity-providing orders have a choice of where to send those orders. The Exchange believes that the proposed amendment to the volume requirement and credit payable for Retail Orders could lead to more ETP Holders choosing to route their liquidity-providing Retail Orders to the Exchange rather than to a competing exchange.

The Exchange does not know how much Retail Order flow ETP Holders choose to route to other exchanges or to off-exchange venues. 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 sending more of their Retail Orders to the Exchange to qualify for the proposed Retail Order credits. The Exchange cannot predict with certainty how many ETP Holders would avail themselves of this opportunity, but additional liquidity-providing Retail Orders would benefit all market participants because it would provide greater execution opportunities on the Exchange.

The proposed changes are not otherwise intended to address any other issues, and the Exchange is not aware of any significant problems that market participants would have in complying with the proposed changes.

2. Statutory Basis

The Exchange believes that the proposed rule change is consistent with Section 6(b) of the Act,^[16] in general, and furthers the objectives of Sections 6(b)(4) and (5) of the Act,^[17] 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.” ^[18]

Given this competitive environment, the proposal represents a reasonable attempt to attract additional order flow to the Exchange.

As noted above, the competition for Retail Order flow is stark given the amount of retail limit orders that are routed to non-exchange venues. The Exchange believes that the ever-shifting 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. This competition is particularly acute for non-marketable, or limit, retail orders, i.e., retail orders that can provide liquidity on an exchange. That competition is even more fierce for retail limit orders that provide displayed liquidity on an exchange. With respect to such orders, 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, particularly as they relate to competing for retail orders. Stated otherwise, changes to exchange transaction fees can have a direct effect on the ability of an exchange to compete for order flow.

In particular, the Exchange believes that the proposed modification of the volume requirement to qualify for the proposed Retail Tiers is reasonable because it is designed to encourage greater participation from ETP Holders and promote additional liquidity in Retail Orders. The Exchange believes it is reasonable to require ETP Holders to meet the applicable volume threshold to qualify for the Retail Tier credits, which the Exchange proposes to increase to encourage ETP Holders to direct more of their liquidity-providing Retail Orders to the Exchange. Further, the proposed change is reasonable as it would allow ETP Holders additional opportunities to qualify for the credit payable under the various pricing tiers. The Exchange believes it is reasonable to modify two of the existing three Retail Tiers, from a `step-up,' to a straight volume requirement, without significantly modifying the volume requirement to qualify for each of the proposed Retail Tiers. The Exchange believes it is reasonable to replace the `step-up' tiers to `straight' tiers as the revised criteria would allow ETP Holders that may have been unable to meet the existing requirement to reach the proposed volume requirement more easily, particularly when there has been an overall decline of Retail Orders as a percentage of total volume in the equity markets, and yet sustained high consolidated daily volumes.

The Exchange believes that the proposal represents a reasonable effort to provide 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 notes that market participants are free to shift their order flow to competing venues if they believe other markets offer more favorable fees and credits.

The Exchange believes the proposed change is also reasonable because the increased credits proposed herein would continue to encourage ETP Holders to send Retail Orders to the Exchange to qualify for the proposed pricing tiers. As noted above, the Exchange operates in a highly competitive environment, particularly for attracting Retail Order flow that provides displayed liquidity on an exchange. The Exchange believes it is reasonable to continue to provide credits for adding liquidity, in general, and higher credits for Retail Orders that provide displayed liquidity if an ETP Holder meets the amended requirement for the Retail Tiers.

Further, given the competitive market for attracting Retail Orders, the Exchange notes that with this proposed rule change, the Exchange's pricing for Retail Orders would be comparable, and in some cases, higher, to credits currently in place on other exchanges that the Exchange competes with for order flow. For example, the Nasdaq Stock Market LLC (“Nasdaq”) provides its members with a credit of $0.0033 per share if such member has an 85% add to total volume (adding and removing) ratio during a billing month.^[19] Cboe BZX Exchange, Inc. (“BZX”) provides its members with a credit of $0.0032 per share for retail orders that add liquidity to that market.^[20] In addition, Cboe EDGX Exchange, Inc. (`EDGX”) provides its members with a credit of $0.0037 per share for retail orders that add liquidity to that market if an EDGX member adds liquidity in Retail Orders of 0.45% of CADV or more and a credit of $0.0034 per share for retail orders that add liquidity to that market if an EDGX member adds liquidity in Retail Orders of 0.35% of CADV or more.^[21]

The Exchange believes the proposed change is also reasonable because it is designed to attract higher volumes of Retail Orders transacted on the Exchange by ETP Holders which would benefit all market participants by offering greater price discovery, increased transparency, and an increased opportunity to trade on the Exchange.

On the backdrop of the competitive environment in which the Exchange currently operates, the proposed rule change is a reasonable attempt to increase liquidity on the Exchange and improve the Exchange's market share relative to its competitors.

The Proposed Fee Change Is an Equitable Allocation of Fees and Credits

The Exchange believes that the proposed rule change to modify the requirement and credit payable under the proposed Retail Tiers equitably allocates fees and credits among its market participants because it is reasonably related to the value of the Exchange's market quality associated with higher volume in Retail Orders. The Exchange believes that pricing is just one of the factors that ETP Holders consider when determining where to direct their order flow. Among other things, factors such as execution quality, fill rates, and volatility, are important and deterministic to ETP Holders in deciding where to send their order flow.

Further, the Exchange notes that, with this proposed rule change, the difference between the highest credit provided for Retail Orders, $0.0038 per share, as proposed, and the credit for Retail Orders that do not qualify for any Retail Order pricing tiers, $0.0032 per share, is $0.0006, or 15%, which the Exchange believes is relatively small given the heightened requirements that ETP Holders must meet to qualify for the higher credit. Similarly, with this proposed rule change, the difference in the highest credit for Retail Orders, $0.0038 per share under proposed Retail Tier 1 and the credit provided for Retail Orders to those ETP Holders qualifying for Retail Tier 3, $0.0034 per share, would only be $0.0004 per share, or 11%. Therefore, the Exchange believes the proposed amendment to the proposed Retail Tiers is equitably allocated and provides credits that are reasonably related to the value to the Exchange's market quality associated with higher volumes.

Finally, the Exchange believes that the proposed amendment to the Retail Tiers is equitable because the magnitude of the proposed credits is not unreasonably high relative to credits paid by other exchanges for orders that provide additional liquidity in Retail Orders.^[22] The Exchange believes the proposed rule change would improve market quality for all market participants on the Exchange and, as a consequence, attract more Retail Orders to the Exchange, thereby improving market-wide quality and price discovery.

The Exchange believes that the proposed rule change equitably allocates its fees and credits because maintaining the proportion of Retail Orders in exchange-listed securities that are executed on a registered national securities exchange (rather than relying on certain available off-exchange execution methods) would contribute to investors' confidence in the fairness of their transactions and would benefit all investors by deepening the Exchange's liquidity pool, supporting the quality of price discovery, promoting market transparency and improving investor protection.

The Proposed Fee Change Is Not Unfairly Discriminatory

The Exchange believes that the proposed rule change to modify the requirement and credit payable under the proposed Retail Tiers is not unfairly discriminatory. 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, the proposal neither targets nor will it have a disparate impact on any particular category of market participant. The Exchange believes that the proposal does not permit unfair discrimination because the proposal would be applied to all similarly situated ETP Holders and all ETP Holders would be similarly subject to the proposed volume requirement to qualify for the proposed modified Retail Tiers. Accordingly, no ETP Holder already operating on the Exchange would be disadvantaged by the proposed allocation of fees. The Exchange further believes that the proposed changes 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 the proposed modification of the requirement and the credit payable under the proposed Retail Tiers will incentivize greater number of ETP Holders to direct their order flow to the Exchange. Lastly, the submission of Retail Orders is optional for ETP Holders in that they could choose whether to submit Retail Orders 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,^[23] 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.” ^[24]

Intramarket Competition. The Exchange believes the proposed rule change does not impose any burden on intramarket 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 change is designed to attract Retail Orders to the Exchange. The Exchange believes that amending criteria of established tiers and associated credits would incentivize market participants to direct liquidity adding retail 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 would benefit all market participants on the Exchange by enhancing market quality and would continue to encourage ETP Holders to send their orders to the Exchange, thereby contributing towards a robust and well-balanced market ecosystem. Additionally, the proposed changes would apply to all ETP Holders equally in that all ETP Holders would be eligible for the proposed Retail Tiers, have a reasonable opportunity to meet each tier's criteria and would all receive the proposed credit if such criteria is met.

Intermarket Competition. The Exchange believes the proposed rule change does not impose any burden on intermarket competition that is not necessary or appropriate in furtherance of the purposes of the Act. The Exchange operates in a highly competitive market in which market participants can readily choose to send their orders to other exchanges and off-exchange 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 10%. 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 this proposed fee change would impose any burden on intermarket competition.

The Exchange believes that the proposed change 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) ^[25] of the Act and subparagraph (f)(2) of Rule 19b-4 ^[26] 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) ^[27] 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 ( https://www.sec.gov/​rules/​sro.shtml); or

• Send an email to [e-mail]. Please include File Number SR-NYSEARCA-2022-59 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-2022-59. This file number should be included on the subject line if email is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's internet website ( https://www.sec.gov/​rules/​sro.shtml). Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for website viewing and printing in the Commission's Public Reference Room, 100 F Street NE, Washington, DC 20549 on official business days between the hours of 10:00 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-2022-59, and should be submitted on or before October 11, 2022.

For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.^[28]

J. Matthew DeLesDernier,

Deputy Secretary.

Footnotes

1.  15 U.S.C. 78s(b)(1).

2.  17 CFR 240.19b-4.

3.   See 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”).

4.   See Securities Exchange Act Release No. 61358, 75 FR 3594, 3597 (January 21, 2010) (File No. S7-02-10) (Concept Release on Equity Market Structure).

5.   See 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/​divisionsmarketregmrexchangesshtml.html.

6.   See 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.

7.   See Cboe Global Markets U.S. Equities Market Volume Summary, available at https://markets.cboe.com/​us/​equities/​market_​share/​.

8.   See id.

9.  A Retail Order is an agency order 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 to price or side of market and the order does not originate from a trading algorithm or any other computerized methodology. See Securities Exchange Act Release No. 67540 (July 30, 2012), 77 FR 46539 (August 3, 2012) (SR-NYSEArca-2012-77).

10.   See Retail Tiers table under Section VI. Tier Rates—Round Lots and Odd Lots (Per Share Price $1.00 or Above).

11.  Pursuant to footnote (d) under Retail Tiers, ETP Holders that qualify for Retail Order Step-Up Tier 1 are subject to the following rates in Tape C: ($0.0035) for Adding displayed liquidity; $0.0027 for Removing; and Additional ($0.0002) for Adding non-displayed liquidity. See Fee Schedule. With this proposed rule change, the Exchange proposes to rename Retail Order Step-Up Tier 1 to Retail Tier 1 in footnote (d) under the Retail Tiers table.

12.  To streamline the Fee Schedule, the Exchange proposes a non-substantive change to delete the words “of Retail Orders with a time-in-force of Day that add or remove” from the proposed Retail Tier 1 table because these words are repetitive as they currently appear in the heading for that column under Minimum Requirement of CADV.

13.  Pursuant to footnote (e) under Retail Tiers, ETP Holders that qualify for current Retail Order Step-Up Tier 1, Retail Order Step-Up Tier 2 and Retail Order Step-Up Tier 3 are not charged a fee or provided a credit for Retail Orders where each side of the executed order (1) shares the same MPID and (2) is a Retail Order with a time-in-force of Day. See Fee Schedule. With this proposed rule change, the Exchange proposes to rename Retail Order Step-Up Tier 1 to Retail Tier 1, Retail Order Step-Up Tier 2 as Retail Step-Up Tier and Retail Order Step-Up Tier 3 as Retail Tier 2 in footnote (e) under the Retail Tiers table.

14.   See id.

15.   See id.

16.  15 U.S.C. 78f(b).

17.  15 U.S.C. 78f(b)(4) and (5).

18.   See supra note 3.

19.   See Nasdaq Price List, Rebate to Add Displayed Designated Retail Liquidity, at http://nasdaqtrader.com/​Trader.aspx?​id=​PriceListTrading2.

20.   See BZX Fee Schedule, Fee Codes and Associated Fees, at https://markets.cboe.com/​us/​equities/​membership/​fee_​schedule/​bzx/​.

21.   See EDGX Fee Schedule, Fee Codes and Associated Fees, at https://markets.cboe.com/​us/​equities/​membership/​fee_​schedule/​edgx/​.

22.   See supra notes 19-21.

23.  15 U.S.C. 78f(b)(8).

24.   See supra note 3.

25.  15 U.S.C. 78s(b)(3)(A).

26.  17 CFR 240.19b-4(f)(2).

27.  15 U.S.C. 78s(b)(2)(B).

28.  17 CFR 200.30-3(a)(12).