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, 13117-13122 [2024-03453]

Agencies

• SECURITIES AND EXCHANGE COMMISSION

[Federal Register Volume 89, Number 35 (Wednesday, February 21, 2024)]
[Notices]
[Pages 13117-13122]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-03453]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-99538; File No. SR-NYSEARCA-2024-13]


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

February 14, 2024.
    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 February 1, 2024, 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.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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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 introduce additional base credit 
adjustments for Lead Market Makers for Adding Displayed Liquidity in 
certain assigned Exchange Traded Products listed on the Exchange. The 
Exchange proposes to implement the proposed changes effective February 
1, 2024.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.

[[Page 13118]]

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 introduce 
additional base credit adjustments for Lead Market Makers (``LMMs'') 
\3\ for Adding Displayed Liquidity in certain assigned Exchange Traded 
Products (``ETPs'') listed on the Exchange. The Exchange proposes to 
implement the proposed changes effective February 1, 2024.
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    \3\ The term ``Lead Market Maker'' is defined in Rule 1.1(w) to 
mean a registered Market Maker that is the exclusive Designated 
Market Maker in listings for which the Exchange is the primary 
market.
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Current Market and Competitive Environment
    The Exchange operates in a highly competitive market. The 
Commission has repeatedly expressed its preference for competition over 
regulatory intervention in determining prices, products, and services 
in the securities markets. In Regulation NMS, the Commission 
highlighted the importance of market forces in determining prices and 
SRO revenues and, also, recognized that current regulation of the 
market system ``has been remarkably successful in promoting market 
competition in its broader forms that are most important to investors 
and listed companies.'' \4\
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    \4\ 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'').
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    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.'' \5\ Indeed, cash equity trading is currently dispersed 
across 16 exchanges,\6\ numerous alternative trading systems,\7\ and 
broker-dealer internalizers and wholesalers, all competing for order 
flow. Based on publicly-available information, no single exchange 
currently has more than 20% market share.\8\ Therefore, no exchange 
possesses significant pricing power in the execution of cash equity 
order flow. More specifically, the Exchange's share of executed volume 
of equity trades in Tapes A, B and C securities is less than 12%.\9\
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    \5\ 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).
    \6\ See Cboe U.S Equities Market Volume Summary, available at 
https://markets.cboe.com/us/equities/market_share. See generally 
https://www.sec.gov/fastanswers/divisionsmarketregmrexchangesshtml.html.
    \7\ 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.
    \8\ See Cboe Global Markets U.S. Equities Market Volume Summary, 
available at https://markets.cboe.com/us/equities/market_share/.
    \9\ See id.
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    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 the firm routes order flow. Accordingly, competitive forces 
compel the Exchange to use exchange transaction fees and credits 
because market participants can readily trade on competing venues if 
they deem pricing levels at those other venues to be more favorable.
Proposed Rule Change
    The Exchange currently provides financial incentives to LMMs that 
are based on whether the LMM meets certain prescribed metrics. 
Specifically, the Exchange provides incremental credits to LMMs based 
on how many performance metrics an LMM meets in each NYSE Arca-listed 
security. The financial incentives are intended to encourage LMMs to 
maintain better market quality in securities in which they are 
registered as the LMM, including in lower volume and newly-listed 
securities.
    The Exchange notes that its listing business operates in a highly 
competitive market in which market participants, including issuers of 
securities, LMMs, and other liquidity providers, can readily transfer 
their listings, or direct order flow to competing venues if they deem 
fee levels, liquidity provision incentive programs, or other factors at 
a particular venue to be insufficient or excessive. The proposed rule 
change reflects the current competitive pricing environment and is 
designed to incentivize market participants to participate as LMMs, and 
thereby, further enhance the market quality on all securities listed on 
the Exchange and encourage issuers to list new products on the 
Exchange.
    Currently, under the Lead Market Maker Transaction Fees and Credits 
section of the Fee Schedule, pursuant to Section II titled ``LMM Base 
Fees and Credits per Share,'' the Exchange currently charges LMMs a 
base fee of $0.0029 per share for orders that remove liquidity and 
provides the following base credits:
     $0.0033 per share for orders that provide liquidity in 
securities for which the LMM is registered as the LMM and which have a 
CADV in the previous month greater than 3,000,000 shares;
     $0.0040 per share for orders that provide liquidity in 
securities for which the LMM is registered as the LMM and which have a 
CADV in the previous month of between 1,000,000 and 3,000,000 shares; 
and
     $0.0045 per share for orders that provide liquidity in 
securities for which the LMM is registered as the LMM and which have a 
CADV in the previous month of less than 1,000,000 shares.
    Additionally, LMMs are provided a credit of $0.0030 per share for 
orders that provide undisplayed liquidity in Non-Routable Limit Orders 
in securities for which the LMM is registered as the LMM, and a credit 
of $0.0015 per share for Non-Displayed Limit Orders that provide 
liquidity in securities for which the LMM is registered as the LMM. The 
Exchange also does not charge LMMs a fee for orders executed in the 
Closing Auction.
    Further, pursuant to Section III titled ``LMM Performance Metrics-
based Incremental Base Credit Adjustments,'' the base credit earned by 
an LMM for Adding Displayed Liquidity (as provided in Section II) in an 
assigned ETP is adjusted based on the number of Performance Metrics 
\10\ met by the LMM in the billing month for each assigned ETP, as 
follows:
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    \10\ The Performance Metrics are enumerated on the Fee Schedule 
in Section III under LMM Transaction Fees and Credits.

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                                                                                        Incremental base credit
            Number of performance metrics met               Incremental base credit    adjustment per leveraged
                                                              adjustment per ETP                  ETP
----------------------------------------------------------------------------------------------------------------
4.......................................................                   ($0.0001)                   ($0.0001)

[[Page 13119]]

 
3.......................................................                   (0.00005)                   (0.00005)
2.......................................................                      0.0000                      0.0000
1.......................................................                      0.0001                      0.0000
0.......................................................                      0.0002                      0.0000
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    The Exchange proposes to introduce four new categories of ETPs in 
which a LMM is registered as the LMM and provide an incremental credit 
to such LMMs based on the number of Performance Metrics met by the LMM 
in the billing month for each assigned ETP. The proposed new categories 
of ETPs are Less Active ETP,\11\ Less Active Leveraged ETP,\12\ New ETP 
\13\ and New Leveraged ETP.
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    \11\ A ``Less Active ETP'' is currently defined on the Fee 
Schedule in Section I under LMM Transaction Fees and Credits to mean 
``ETPs that have a CADV in the prior calendar quarter that is the 
greater of either less than 100,000 shares or less than 0.013% of 
Consolidated Tape B ADV.''
    \12\ A ``Leveraged ETP'' is currently defined on the Fee 
Schedule in Section I under LMM Transaction Fees and Credits to mean 
``an ETP that tracks an underlying index by a ratio other than on a 
one-to-one basis.''
    \13\ The Exchange proposes to adopt a definition of New ETP on 
the Fee Schedule in Section I under LMM Transaction Fees and 
Credits. As proposed, a ``New ETP would mean an ETP for the first 12 
months of listing on NYSE Arca.'' Under the proposal, the Exchange 
would treat an ETP listed for the first 12 months as a New ETP even 
if it qualifies as a Less Active ETP.
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    As proposed, LMMs that are registered as the LMM in a Less Active 
ETP would be able to earn an incremental credit of $0.0001 per share if 
the LMM meets 3 Performance Metrics or earn an incremental credit of 
$0.0002 per share if the LMM meets all 4 Performance Metrics. There 
would be no adjustment to the base credit payable to the LMM if the LMM 
meets 2 Performance Metrics. LMMs that meet just 1 Performance Metric 
would have their base credit reduced by $0.0002 per share and LMMs that 
do not meet any Performance Metric would have their base credit reduced 
by $0.0004 per share.
    Further, as proposed, LMMs that are registered as the LMM in a Less 
Active Leveraged ETP would be able to earn an incremental credit of 
$0.0001 per share if the LMM meets 3 Performance Metrics or earn an 
incremental credit of $0.0002 per share if the LMM meets all 4 
Performance Metrics. There would be no adjustment to the base credit 
payable to the LMM if the LMM meets 1 or 2 Performance Metrics or if 
the LMM does not meet any Performance Metric.
    Additionally, as proposed, LMMs that are registered as the LMM in a 
New ETP would be able to earn an incremental credit of $0.0002 per 
share if the LMM meets 3 Performance Metrics or earn an incremental 
credit of $0.0004 per share if the LMM meets all 4 Performance Metrics. 
LMMs that meet 2 Performance Metrics would have their base credit 
reduced by $0.0002 per share while LMMs that meet just 1 Performance 
Metric would have their base credit reduced by of $0.0004 per share. 
LMMs that do not meet any Performance Metric would have their base 
credit reduced by $0.0005 per share.
    Lastly, as proposed, LMMs that are registered as the LMM in a New 
Leveraged ETP would be able to earn an incremental credit of $0.0002 
per share if the LMM meets 3 Performance Metrics or earn an incremental 
credit of $0.0004 per share if the LMM meets all 4 Performance Metrics. 
There would be no adjustment to the base credit payable to the LMM if 
the LMM meets 1 or 2 Performance Metrics or if the LMM does not meet 
any Performance Metric.
    The table below illustrates the proposed new incremental base 
credit adjustments discussed above.

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                                                 Incremental                                        Incremental
                                                 base credit    Incremental base    Incremental     base credit
      Number of performance metrics met        adjustment per  credit adjustment    base credit   adjustment per
                                                 less active    per less active   adjustment per   new leveraged
                                                     ETP         leveraged ETP        new ETP           ETP
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4............................................       ($0.0002)          ($0.0002)       ($0.0004)       ($0.0004)
3............................................        (0.0001)           (0.0001)        (0.0002)        (0.0002)
2............................................          0.0000             0.0000          0.0002          0.0000
1............................................          0.0002             0.0000          0.0004          0.0000
0............................................          0.0004             0.0000          0.0005          0.0000
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    The Exchange believes the proposed rule change would further 
enhance market quality on New ETPs and Less Active ETPs by 
incentivizing LMMs to meet the Performance Metrics across all ETPs, 
including Less Active ETPs (and Less Active Leveraged ETPs) and New 
ETPs (and New Leveraged ETPs), which would support the quality of price 
discovery in such securities on the Exchange and provide additional 
liquidity for incoming orders for the benefit of all market 
participants.
    The Exchange believes the proposed rule change would also provide 
superior market quality and price discovery for Exchange-listed 
securities, specifically securities that are new or less active, 
through new financial incentives for achieving various performance 
metrics illustrated in Section III under the Lead Market Maker 
Transaction Fees and Credits section of the Fee Schedule, i.e., LMM 
spread, LMM shares within 1% of NBBO and LMM quoting size requirements 
in Core Open Auction and Closing Auction, thus promoting liquidity in 
in such securities. The proposed rule change is intended to provide a 
more meaningful incentive to LMMs to provide liquidity in new and less 
active securities by providing financial incentives to the Exchange's 
members as long as they meet certain prescribed quoting criteria. The 
Exchange believes that a performance-driven incentive would encourage 
such members to provide meaningful quotes and size in new and less 
active securities listed and traded on the Exchange.

[[Page 13120]]

    Additionally, for newly-listed and less active ETPs, the cost to a 
firm for making a market, such as holding inventory in the security, is 
often not fully offset by the revenue through rebates provided by the 
Exchange. In some cases, firms may even operate at a loss in new and 
less active ETPs. The Exchange believes the proposed incentives, which 
would compensate members as long as they meet the prescribed 
performance metrics, is a more deterministic program from a member's 
perspective. The member would decide how many, if any, new and less 
active ETPs it wants to provide tight and deep markets in. The more 
securities the member provides heightened quoting in, the more the 
member could collect in the form of a rebate.
    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 the proposed rule change is consistent with 
the Securities Exchange Act of 1934 (the ``Act'') and the rules and 
regulations thereunder applicable to the Exchange and, in particular, 
the requirements of Section 6(b) of the Act.\14\ Specifically, the 
Exchange believes the proposed rule change is consistent with Section 
6(b)(4) of the Act,\15\ which provides that Exchange rules may provide 
for the equitable allocation of reasonable dues, fees, and other 
charges among its members and other persons using its facilities. 
Additionally, the Exchange believes the proposed rule change is 
consistent with the Section 6(b)(5) \16\ requirement that the rules of 
an exchange not be designed to permit unfair discrimination between 
customers, issuers, brokers, or dealers. The Exchange notes that its 
ETP listing business operates in a highly-competitive market in which 
market participants, which includes LMMs, as well as ETP issuers, can 
opt not to participate on the Exchange or readily transfer their 
listings from the Exchange, respectively, if they deem fee levels, 
liquidity provision incentive programs, or any other factor at a 
particular venue to be insufficient or excessive. The proposed rule 
change reflects a competitive pricing structure designed to incentivize 
issuers to list new products and transfer existing products to the 
Exchange and market participants to enroll and participate as LMMs on 
the Exchange, which the Exchange believes will enhance market quality 
in all ETPs listed on the Exchange.
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    \14\ 15 U.S.C. 78f(b).
    \15\ 15 U.S.C. 78f(b)(4).
    \16\ 15 U.S.C. 78f(b)(5).
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The Proposed Change Is Reasonable
    The Exchange believes that the proposal to adopt market quality-
based incentives is a reasonable means to incentivize liquidity 
provision in ETPs listed on the Exchange. The marketplace for listings 
is extremely competitive and the Exchange is not the only venue for 
listing ETPs. Competition in ETPs is further exacerbated by the fact 
that listings can and do transfer from one listing market to another. 
The proposed rule change is intended to help the Exchange compete as a 
listing venue for ETPs, specifically New and Less Active ETPs. Further, 
the Exchange notes that the proposed incentives are not transaction 
fees, nor are they fees paid by participants to access the Exchange. 
Rather, the proposed rebates are based on achieving certain objective 
market quality metrics. The Exchange believes providing rebates that 
are based on the quality of the market in individual ETPs that 
generally have low volume, or are newly-listed, will allow ETP Holders 
to anticipate their revenue and will incentivize them to provide tight 
and deep markets in those securities.
    The Exchange cannot be certain that LMMs will choose to actively 
compete for the proposed incentives. For LMMs that do choose to 
actively participate by providing deep and tight markets in Less Active 
ETPs and New ETPs, the Exchange expects those members to receive 
payments comparable to what they currently receive, with the potential 
for additional upside when they meet the Performance Metrics in a 
greater number of securities. The Exchange believes the proposed 
incentives, which would compensate LMMs as long as they meet the 
prescribed Performance Metrics, is also reasonable because it is a more 
deterministic program from an ETP Holder's perspective.
    The Exchange believes the proposed rule change is intended to 
encourage LMMs to promote price discovery and market quality in Less 
Active ETPs and New ETPs for the benefit of all market participants. 
The Exchange believes the proposed rule change is reasonable and 
appropriate in that the incentives are based on the amount of business 
transacted on the Exchange. The Exchange notes that the proposed 
incremental credits offered by the Exchange is similar to market 
quality incentive programs already in place on other markets, such as 
the Designated Liquidity Provider incentives on the Nasdaq Stock Market 
LLC (``Nasdaq''), which requires a member on that exchange to provide 
meaningful and consistent support to market quality and price discovery 
in low volume exchange-traded products by quoting at the National Best 
Bid and Offer and adding liquidity in a minimum number of such 
securities. In return, Nasdaq provides the member with an incremental 
rebate.\17\
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    \17\ See Equity 7 Pricing Schedule, Section 114. Market Quality 
Incentive Programs, at https://listingcenter.nasdaq.com/rulebook/nasdaq/rules/Nasdaq%20Equity%207#section_114_market_quality_incentive_programs.
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The Proposal Is an Equitable Allocation of Fees
    The Exchange believes the proposed rule change is equitable because 
the proposal would provide discounts that are reasonably related to the 
value to the Exchange's market quality associated with higher volumes 
and improved quoting in Less Active ETPs and New ETPs. The Exchange 
further believes that the proposed incentives are equitable because 
they are consistent with the market quality and competitive benefits 
associated with the fee program and because the magnitude of the 
proposed incentives are not unreasonably high in comparison to the 
rebate paid with respect to other displayed liquidity-providing orders. 
The Exchange believes that it is equitable to offer increased rebates 
to LMMs as they are currently subject to obligations specified in Rule 
7.23-E, which are not applicable to non-Market Maker ETP Holders, and 
LMMs would be subject to additional requirements and obligations (such 
as meeting Performance Metrics) that other market participants are not.
    The Exchange believes that the proposal to offer incentives tied to 
market quality metrics represents an equitable allocation of payments 
because LMMs would be required to not only meet their Rule 7.23-E 
obligations, but also meet prescribed quoting requirements to qualify 
for the credits, as described above. Where an LMM does not meet at 
least 3 Performance Metrics, that member will not receive any 
additional financial benefit. Further, all LMMs on the Exchange are 
eligible to participate and could do so by simply registering in a Less 
Active ETP and/or a New ETP and meeting the prescribed market quality 
metrics. The Exchange has designed the proposed pricing incentives to 
be sustainable over the long-term and generally expects that credits 
paid to LMMs will be comparable to credits the Exchange

[[Page 13121]]

currently provides to its members and comparable to pricing incentives 
offered by the Exchange's competitors. As such, the Exchange believes 
that the proposal represents an equitable allocation of dues, fees and 
credits.
The Proposal Is Not Unfairly Discriminatory
    The Exchange believes that the proposal is not unfairly 
discriminatory. In the prevailing competitive environment, LMMs are 
free to disfavor the Exchange's pricing if they believe that 
alternatives offer them better value.
    The Exchange believes it is not unfairly discriminatory to adopt 
incremental credits applicable to LMMs because LMMs are already subject 
to additional obligations, as specified in Rule 7.23-E, and the 
proposed additional credits would be provided on an equal basis to all 
similarly-situated participants provided each such participant meets 
the prescribed market quality metrics. If an LMM does not meet the 
required number of Performance Metrics, the LMM would not receive any 
incremental credit. Further, the Exchange believes the incremental 
credit would incentivize each of these participants to register in Less 
Active ETPs and New ETPs and send more orders to the Exchange to 
qualify for higher credits. The Exchange also believes that the 
proposed rule change is not unfairly discriminatory because it is 
reasonably related to the value to the Exchange's market quality 
associated with higher volume.
    The proposal to offer an additional credit tied to meeting certain 
market quality requirements neither targets nor will it have a 
disparate impact on any particular category of market participant. The 
proposal does not permit unfair discrimination because LMMs already 
have increased obligations vis-[aacute]-vis non-Market Maker ETP 
Holders, as specified in Rule 7.23-E, and the proposed requirements 
would be applied to all similarly-situated LMMs equally.
    The Exchange believes that the proposed rule change is not unfairly 
discriminatory because all LMMs that choose to qualify for the 
incremental credits would be required to meet a minimum number of 
Performance Metrics in order to receive the credits. Where a 
participant does not achieve a certain number of Performance Metrics, 
it will not receive any incremental credits. Further, all LMMs on the 
Exchange are eligible to participate in the program and could do so by 
being registered as the LMM in Less Active ETPs and/or New ETPs and 
meeting a minimum number of Performance Metrics. The Exchange has 
designed the pricing incentives proposed herein to be sustainable over 
the long-term and generally expects that credits provided to LMMs would 
be comparable to credits the Exchange currently provides to its LMMs 
and comparable to pricing incentives offered by the Exchange's 
competitors. As such, the Exchange believes that the proposal is not 
unfairly discriminatory.
    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,\18\ 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 LMMs. 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.'' \19\
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    \18\ 15 U.S.C. 78f(b)(8).
    \19\ See Securities Exchange Act Release No. 51808, 70 FR 37495, 
37498-99 (June 29, 2005) (S7-10-04) (Final Rule).
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    Intramarket Competition. The proposed change is designed to attract 
additional order flow to the Exchange. The Exchange believes that the 
proposed Performance Metrics-based incremental credit applicable to 
LMMs in Less Active ETPs (including Less Active Leveraged ETPs) and New 
ETPs (including New Leveraged ETPs) in which they are registered as the 
LMM would continue to incentivize market participants to direct their 
displayed order flow to the Exchange. Greater liquidity benefits all 
market participants on the Exchange by providing more trading 
opportunities and encourages LMMs to send additional orders to the 
Exchange, thereby contributing to robust levels of liquidity. The 
proposed pricing incentive would be applicable to all similarly-
situated market participants that have obligations under Rule 7.23-E to 
meet specified obligations, and, as such, the proposed changes would 
not impose a disparate burden on competition among market participants 
on the Exchange. Accordingly, the Exchange does not believe that the 
proposed change will impair the ability of LMMs to maintain their 
competitive standing. The Exchange does not believe that the proposed 
change represents a significant departure from previous pricing offered 
by the Exchange or its competitors.
    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 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 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 rule change could promote competition between the 
Exchange and other execution venues, including those that currently 
offer 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 has become effective upon filing pursuant 
to Section 19(b)(3)(A) \20\ of the Act and paragraph (f) thereunder. At 
any time within 60 days of the filing of the proposed rule change, the 
Commission summarily may temporarily suspend such rule change if it 
appears to the Commission that such action is necessary or appropriate 
in the public interest, for the protection of investors, or otherwise 
in furtherance of the purposes of the Act.
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    \20\ 15 U.S.C. 78s(b)(3)(A).
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IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and

[[Page 13122]]

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 [email protected]. Please include 
file number SR-NYSEARCA-2024-13 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-2024-13. 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 office of the Exchange. Do 
not include personal identifiable information in submissions; you 
should submit only information that you wish to make available 
publicly. We may redact in part or withhold entirely from publication 
submitted material that is obscene or subject to copyright protection. 
All submissions should refer to file number SR-NYSEARCA-2024-13, and 
should be submitted on or before March 13, 2024.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\21\
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    \21\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2024-03453 Filed 2-20-24; 8:45 am]
BILLING CODE 8011-01-P