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≠∑π≤ªºÙ ̈∏∑≠ ∫±Æ≥ Ωø≤≤± ̈ æª Ω∏ø≤πªºÚ –ø ̈Æ∑Ωμ ÃÆ±ß ‹∑π∑ ̈ø¥¥ß ≠∑π≤ªº æß –ø ̈Æ∑Ωμ ÃÆ±ß ‹ø ̈ªÊ ÓÓÌÚËÚË ÔÈÊÓÍÊÏÍ ÛÏ ̆ ̆ ŒªØ ́∑ƪº ∫∑ª¥º≠ øƪ ≠∏±©≤ ©∑ ̈∏ ߪ¥¥±© æøΩμπƱ ́≤º≠ ø≤º ø≠ ̈ªÆ∑Ωμ≠Ú Õ¤›ÀŒ◊Ã◊¤Õ fl“‹ ¤»›ÿfl“Ÿ¤ ›—””◊ÕÕ◊—“ ...flÕÿ◊“ŸÃ—“Ù ‹Ú›Ú ÓÎÏÁ ⁄±Æ Ω±≥∞¥ª ̈ª ⁄±Æ≥ ÔÁæÛÏ ∑≤≠ ̈Æ ́Ω ̈∑±≤≠ ∞¥ªø≠ª ƪ∫ªÆ ̈± ̈∏ª ¤⁄⁄Õ ©ªæ≠∑ ̈ªÚ ⁄±Æ≥ ÔÁæÛÏ ◊≤∫±Æ≥ø ̈∑±≤ ˆ Ã∏ª ≠ª¥∫Ûƪπ ́¥ø ̈±Æß ±Æπø≤∑¶ø ̈∑±≤ ≥ ́≠ ̈ ∞Ʊ™∑ºª ø¥¥ ÆªØ ́∑ƪº ∑≤∫±Æ≥ø ̈∑±≤Ù ∞ƪ≠ª≤ ̈ªº ∑≤ ø Ω¥ªøÆ ø≤º Ω±≥∞ƪ∏ª≤≠∑楪 ≥ø≤≤ªÆÙ ̈± ª≤ø楪 ̈∏ª ∞ ́æ¥∑Ω ̈± ∞Ʊ™∑ºª ≥ªø≤∑≤π∫ ́¥ Ω±≥≥ª≤ ̈ ±≤ ̈∏ª ∞Ʊ∞±≠ø¥ ø≤º ∫±Æ ̈∏ª ›±≥≥∑≠≠∑±≤ ̈± ºª ̈ªÆ≥∑≤ª ©∏ª ̈∏ªÆ ̈∏ª ∞Ʊ∞±≠ø¥ ∑≠ Ω±≤≠∑≠ ̈ª≤ ̈ ©∑ ̈∏ ̈∏ª flΩ ̈ ø≤º ø∞∞¥∑Ωø楪 Æ ́¥ª≠ ø≤º ƪπ ́¥ø ̈∑±≤≠ ́≤ºªÆ ̈∏ª flΩ ̈Ú flºº Œª≥±™ª ∑ª© “«Õ¤ flÆΩø ÔÁæÛÏ ‹∑≠Ω±≤ ̈∑≤ ́ª Œ‘– ±≤ ¤®∏∑æ∑ ̈ Ô Û “± ̈∑Ωª ±∫ –Ʊ∞±≠ªº Œ ́¥ª ›∏ø≤πª ˆ Ã∏ª “± ̈∑Ωª ≠ªΩ ̈∑±≤ ±∫ ̈∏∑≠ ⁄±Æ≥ ÔÁæÛÏ ≥ ́≠ ̈ Ω±≥∞¥ß ©∑ ̈∏ ̈∏ª π ́∑ºª¥∑≤ª≠ ∫±Æ ∞ ́æ¥∑Ωø ̈∑±≤ ∑≤ ̈∏ª ⁄ªºªÆø¥ Œªπ∑≠ ̈ªÆ ø≠ ©ª¥¥ ø≠ ø≤ß ÆªØ ́∑ƪ≥ª≤ ̈≠ ∫±Æ ª¥ªΩ ̈Ʊ≤∑Ω ∫∑¥∑≤π ø≠ ∞ ́æ¥∑≠∏ªº æß ̈∏ª ›±≥≥∑≠≠∑±≤ ̄∑∫ ø∞∞¥∑Ωø楪 ̃Ú Ã∏ª —∫∫∑Ωª ±∫ ̈∏ª ⁄ªºªÆø¥ Œªπ∑≠ ̈ªÆ ̄—⁄Œ ̃ ±∫∫ªÆ≠ π ́∑ºø≤Ωª ±≤ ⁄ªºªÆø¥ Œªπ∑≠ ̈ªÆ ∞ ́æ¥∑Ωø ̈∑±≤ ÆªØ ́∑ƪ≥ª≤ ̈≠ ∑≤ ̈∏ª ⁄ªºªÆø¥ Œªπ∑≠ ̈ªÆ ‹±Ω ́≥ª≤ ̈ ‹Æø∫ ̈∑≤π ÿø≤ºæ±±μÙ —Ω ̈±æªÆ ÔÁÁË Œª™∑≠∑±≤Ú ⁄±Æ ª®ø≥∞¥ªÙ ø¥¥ ƪ∫ªÆª≤Ωª≠ ̈± ̈∏ª ∫ªºªÆø¥ ≠ªΩ ́Æ∑ ̈∑ª≠ ¥ø©≠ ≥ ́≠ ̈ ∑≤Ω¥ ́ºª ̈∏ª Ω±Æƪ≠∞±≤º∑≤π Ω∑ ̈ª ̈± ̈∏ª À≤∑ ̈ªº Õ ̈ø ̈ª≠ ›±ºª ∑≤ ø ∫±± ̈≤± ̈ªÚ fl¥¥ ƪ∫ªÆª≤Ωª≠ ̈± Õ¤› Æ ́¥ª≠ ≥ ́≠ ̈ ∑≤Ω¥ ́ºª ̈∏ª Ω±Æƪ≠∞±≤º∑≤π Ω∑ ̈ª ̈± ̈∏ª ›±ºª ±∫ ⁄ªºªÆø¥ Œªπ ́¥ø ̈∑±≤≠ ∑≤ ø ∫±± ̈≤± ̈ªÚ fl¥¥ ƪ∫ªÆª≤Ωª≠ ̈± ÕªΩ ́Æ∑ ̈∑ª≠ ¤®Ω∏ø≤πª flΩ ̈ Œª¥ªø≠ª≠ ≥ ́≠ ̈ ∑≤Ω¥ ́ºª ̈∏ª ƪ¥ªø≠ª ≤ ́≥æªÆ٠ƪ¥ªø≠ª ºø ̈ªÙ ⁄ªºªÆø¥ Œªπ∑≠ ̈ªÆ Ω∑ ̈ªÙ ⁄ªºªÆø¥ Œªπ∑≠ ̈ªÆ ºø ̈ªÙ ø≤º Ω±Æƪ≠∞±≤º∑≤π ∫∑¥ª ≤ ́≥æªÆ ̄ªÚπÚÙ ÕŒÛ≈ÕŒ—√Û®®Û®® ̃Ú fl ≥ø ̈ªÆ∑ø¥ ∫ø∑¥ ́ƪ ̈± Ω±≥∞¥ß ©∑ ̈∏ ̈∏ª≠ª π ́∑ºª¥∑≤ª≠ ©∑¥¥ ƪ≠ ́¥ ̈ ∑≤ ̈∏ª ∞Ʊ∞±≠ªº Æ ́¥ª Ω∏ø≤πª æª∑≤π ºªª≥ªº ≤± ̈ ∞Ʊ∞ªÆ¥ß ∫∑¥ªºÚ Õªª ø¥≠± Œ ́¥ª ÛÌ ́≤ºªÆ ̈∏ª flΩ ̈ ̄ÔÈ ›⁄Œ ÓÏÚÛÌ ̃ flºº Œª≥±™ª ∑ª© ¤®Ú Ô “«Õ¤ flÆΩø ÔÁæÛÏ ‹∑≠Ω±≤ ̈∑≤ ́ª Œ‘– ¤®∏∑æ∑ ̈ Ôfl Û “± ̈∑Ωª ±∫ –Ʊ∞±≠ªº Œ ́¥ª ›∏ø≤πªÙ ÕªΩ ́Æ∑ ̈ßÛfiø≠ªº Õ©ø∞ Õ ́æ≥∑≠≠∑±≤Ù ±Æ flº™ø≤Ωªº “± 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Text of the Proposed Rule Change (a) Pursuant to the provisions of Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”) 1 and Rule 19b-4 thereunder, 2 NYSE Arca, Inc. (“NYSE Arca” or “Exchange”) proposes to amend Rule 7.44-E relating to the Retail Liquidity Program. A notice of the proposed rule change for publication in the Federal Register is attached hereto as Exhibit 1. (b) The Exchange does not believe that the proposed rule change will have any direct effect, or any significant indirect effect, on any other Exchange rule in effect at the time of this filing. (c) Not applicable. 2. Procedures of the Self-Regulatory Organization Senior management has approved the proposed rule change pursuant to authority delegated to it by the Board of the Exchange. No further action is required under the Exchange’s governing documents. Therefore, the Exchange’s internal procedures with respect to the proposed change are complete. The person on the Exchange staff prepared to respond to questions and comments on the proposed rule change is: Le-Anh Bui Senior Counsel NYSE Group, Inc. ( 202) 661 - 8953 3. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change (a) Purpose NYSE Arca Rule 7.44-E currently sets forth the Exchange’s Retail Liquidity Program (the “Program”), which is intended to attract retail order flow to the Exchange and allow such order flow to receive potential price improvement. 3 Currently, Rule 7.44-E provides for a class of market participant called Retail Liquidity Providers (“RLPs”) who, 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b-4. 3 The Program was established on a pilot basis in 2013 and was approved by the Commission to operate on a permanent basis in 2019. See Securities Exchange Act Release No. 87350 (October 18, 2019), 84 FR 57106 (October 24, 2019) (SR-NYSEArca-2019-63). 4 of 23 along with non-RLP ETP Holders, are able to provide potential price improvement to retail investor orders in the form of a non-displayed order that is priced better than the best protected bid or offer, called a Retail Price Improvement Order (“RPI Order”). 4 When there is an RPI Order in a particular security, the Exchange disseminates an indicator, known as the Retail Liquidity Identifier, that such interest exists. 5 Retail Member Organizations (“RMOs”) can submit a Retail Order to the Exchange, which interacts, to the extent possible, with available contra-side RPI Orders and then may interact with other liquidity on the Exchange or elsewhere, depending on the Retail Order’s instructions. 6 The segmentation in the Program is intended to allow retail order flow to receive potential price improvement as a result of their order flow being deemed more desirable by liquidity providers. The Exchange has determined to discontinue the Program, as its affiliated exchange NYSE National, Inc. (“NYSE National”) is proposing to implement a similarly structured Retail Liquidity Program. 7 Accordingly, the Exchange proposes to delete the text of Rule 7.44-E and designate the rule as Reserved. The Exchange notes that its affiliate New York Stock Exchange LLC (“NYSE”) also currently offers a similarly structured Retail Liquidity Program, 8 and both the NYSE Retail Liquidity Program and the proposed NYSE National Retail Liquidity Program would be available to RMOs that currently participate in the Program. The Exchange further notes that several other equities exchanges currently offer retail price improvement programs as well. 9 Subject to the effectiveness of this proposed rule change, the Exchange will implement this change in the third quarter of 2023 and announce the implementation date by Trader Update. (b) Statutory Basis The proposed rule change is consistent with Section 6(b) of the Act, 10 in general, and furthers the objectives of Section 6(b)(5), 11 in particular, because it is designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, to foster cooperation and coordination with persons engaged in facilitating 4 See Rules 7.44-E(a)(1) (defining an RLP) and 7.44-E(a)(4) (defining RPI Order). 5 See Rule 7.44-E(j). 6 See Rule 7.44-E(a)(2) (defining RMO); Rules 7.44-E(a)(3) and 7.44-E(k) (describing Retail Orders). 7 See SR-NYSENAT-2023-17. The Exchange proposes to decommission the Program in tandem with the introduction of the NYSE National Retail Liquidity Program in the third quarter of 2023, on a date to be announced via Trader Update. 8 See NYSE Rule 7.44 (setting forth NYSE Retail Liquidity Program). 9 See, e.g., Cboe BYX Exchange, Inc. (“BYX”) Rule 11.24 (setting forth BYX’s Retail Price Improvement Program); Nasdaq BX, Inc. (“BX”) Rule 4780 (setting forth BX’s Retail Price Improvement Program); Investors Exchange LLC (“IEX”) Rule 11.232 (setting forth IEX’s Retail Price Improvement Program). 10 15 U.S.C. 78f(b). 11 15 U.S.C. 78f(b)(5). 5 of 23 transactions in securities, to remove impediments to, and perfect the mechanism of, a free and open market and a national market system and, in general, to protect investors and the public interest. Specifically, the Exchange believes that the proposed designation of Rule 7.44-E as Reserved in conjunction with the decommissioning of the Program would remove impediments to and perfect the mechanism of a free and open market and a national market system by deleting rule text that would no longer have application, thereby promoting clarity, transparency, and consistency in the Exchange’s rulebook. In addition, the proposed change would ensure that the Exchange’s rules accurately reflect the functionality offered by the Exchange. The Exchange further believes that the proposed change would remove impediments to and perfect the mechanism of a free and open market and a national market system and would not be inconsistent with the public interest or the protection of investors because the proposed change to designate Rule 7.44-E as Reserved would alleviate any potential confusion among market participants regarding the availability of the Program. The Exchange also believes that investors would not be harmed by the proposed change, as a similarly structured Retail Liquidity Program is offered on its affiliated exchange NYSE and is proposed to be offered on its affiliate NYSE National; in addition, several other equities exchanges also currently offer price improvement programs for retail order flow. 12 The Exchange further notes that it is not under any requirement to offer the Program and that participation in the Program is voluntary. 4. Self-Regulatory Organization’s Statement on Burden on Competition The Exchange does not believe that the proposed rule change will impose any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act. As noted above, multiple equities exchanges currently offer retail price improvement programs, and investors can readily choose to direct retail order flow to any of the other available programs (including the NYSE Retail Liquidity Program or the proposed NYSE National Retail Liquidity Program, both of which are structured similarly to the Program). Accordingly, the Exchange does not believe that the discontinuation of the Program would harm competition. 5. Self-Regulatory Organization’s Statement on Comments on the Proposed Rule Change Received from Members, Participants or Others The Exchange has neither solicited nor received written comments on the proposed rule change. 6. Extension of Time Period for Commission Action Not applicable. 12 See notes 7, 8 & 9, supra. 6 of 23 7. Basis for Summary Effectiveness Pursuant to Section 19(b)(3) or for Accelerated Effectiveness Pursuant to Section 19(b)(2) The proposed rule change is effective upon filing pursuant to Section 19(b)(3)(A) of the Act 13 and Rule 19b-4(f)(6) thereunder. 14 The Exchange asserts that the proposed rule change (i) will not significantly affect the protection of investors or the public interest, (ii) will not impose any significant burden on competition, and (iii) by its terms, will not become operative for 30 days after the date of this filing, or such shorter time as the Commission may designate, if consistent with the protection of investors and the public interest. Additionally, the Exchange provided the Commission with written notice of its intent to file the proposed rule change, along with a brief description and text of the proposed rule change, at least five business days prior to the date of the filing, or such shorter time as designated by the Commission. The Exchange believes that the proposed rule change is a “non-controversial” rule change under paragraph (f)(6) of Rule 19b-4 15 because it raises no novel issues. The proposed change would improve the clarity of the Exchange’s rules by eliminating rule text relating to the Program, which the Exchange has determined to discontinue. The proposed rule change therefore would not significantly affect the protection of investors or the public interest or impose a significant burden on competition, but would instead remove impediments to, and perfect the mechanism of, a free and open market and a national market system and promote just and equitable principles of trade by amending Exchange rules to reflect current functionality on the Exchange and alleviate confusion as to the availability of the Program. The Exchange further believes that the proposed change would not significantly affect the protection of investors or the public interest or impose a significant burden on competition because similarly structured Retail Liquidity Programs are available or proposed to be available on its affiliated exchanges NYSE and NYSE National, and other equities exchanges also currently offer price improvement programs for retail order flow. 16 In addition, the Exchange is not obligated to offer the Program, just as ETP Holders’ participation in the Program is voluntary. The Exchange respectfully requests that the Commission waive the 30-day operative delay, so that the proposed rule change may become effective and operative upon filing with the Commission pursuant to Section 19(b)(3)(A) of the Act 17 and Rule 19b-4(f)(6) 18 thereunder. Waiver of the 30-day operative delay would allow the Exchange to decommission the Program as soon as the technology associated with this proposed rule change allows, which is anticipated to be less than 30 days from the date of this filing. 13 15 U.S.C. 78s(b)(3)(A). 14 17 CFR 240.19b-4(f)(6). 15 Id. 16 See notes 7, 8 & 9, supra. 17 15 U.S.C. 78s(b)(3)(A). 18 17 CFR 240.19b-4(f)(6). 7 of 23 Accordingly, the Exchange believes that waiver of the operative delay would be consistent with the protection of investors and the public interest because it would permit the Exchange to promptly discontinue the Program and update Rule 7.44-E accordingly, thereby promoting clarity and transparency in the Exchange’s rules and alleviating any potential confusion among market participants regarding the availability of the Program. The Exchange further believes that investors would not be harmed by the proposed change because price improvement programs for retail order flow would continue to be available on other equities exchanges. 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. 8. Proposed Rule Change Based on Rules of Another Self-Regulatory Organization or of the Commission Not applicable. 9. Security-Based Swap Submissions Filed Pursuant to Section 3C of the Act Not applicable. 10. Advance Notices Filed Pursuant to Section 806(e) of the Payment, Clearing and Settlement Supervision Act Not applicable. 11. Exhibits Exhibit 1 – Form of Notice of Proposed Rule Change for Federal Register Exhibit 5 – Text of Proposed Rule Change 8 of 23 EXHIBIT 1 SECURITIES AND EXCHANGE COMMISSION (Release No. 34- ; File No. SR-NYSEARCA-2023-55) [Date] Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change to Amend Rule 7.44-E Pursuant to Section 19(b)(1) 1 of the Securities Exchange Act of 1934 (“Act”) 2 and Rule 19b-4 thereunder, 3 notice is hereby given that, on August 8, 2023, NYSE Arca, Inc. (“NYSE Arca” or the “Exchange”) filed with the Securities and Exchange Commission (the “Commission”) the proposed rule change as described in Items I, II, and III below, which Items have been prepared by the self-regulatory organization. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes to amend Rule 7.44-E relating to the Retail Liquidity Program. The proposed rule change is available on the Exchange’s website at www.nyse.com , at the principal office of the Exchange, and at the Commission’s Public Reference Room. II. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, the self-regulatory organization included statements concerning the purpose of, and basis for, the proposed rule change and discussed any comments it received on the proposed rule change. The text of those statements may be examined at the 1 15 U.S.C. 78s(b)(1). 2 15 U.S.C. 78a. 3 17 CFR 240.19b-4. 9 of 23 places specified in Item IV below. The Exchange has prepared summaries, set forth in sections A, B, and C below, of the most significant parts of such statements. A. Self-Regulatory Organization’s Statement of the Purpose of, and the Statutory Basis for, the Proposed Rule Change 1. Purpose NYSE Arca Rule 7.44-E currently sets forth the Exchange’s Retail Liquidity Program (the “Program”), which is intended to attract retail order flow to the Exchange and allow such order flow to receive potential price improvement. 4 Currently, Rule 7.44-E provides for a class of market participant called Retail Liquidity Providers (“RLPs”) who, along with non-RLP ETP Holders, are able to provide potential price improvement to retail investor orders in the form of a non-displayed order that is priced better than the best protected bid or offer, called a Retail Price Improvement Order (“RPI Order”). 5 When there is an RPI Order in a particular security, the Exchange disseminates an indicator, known as the Retail Liquidity Identifier, that such interest exists. 6 Retail Member Organizations (“RMOs”) can submit a Retail Order to the Exchange, which interacts, to the extent possible, with available contra-side RPI Orders and then may interact with other liquidity on the Exchange or elsewhere, depending on the Retail Order’s instructions. 7 The segmentation in the Program is intended to allow retail order flow to receive potential price improvement as a result of their order flow being deemed more desirable by liquidity providers. 4 The Program was established on a pilot basis in 2013 and was approved by the Commission to operate on a permanent basis in 2019. See Securities Exchange Act Release No. 87350 (October 18, 2019), 84 FR 57106 (October 24, 2019) (SR-NYSEArca-2019-63). 5 See Rules 7.44-E(a)(1) (defining an RLP) and 7.44-E(a)(4) (defining RPI Order). 6 See Rule 7.44-E(j). 7 See Rule 7.44-E(a)(2) (defining RMO); Rules 7.44-E(a)(3) and 7.44-E(k) (describing Retail Orders). 10 of 23 The Exchange has determined to discontinue the Program, as its affiliated exchange NYSE National, Inc. (“NYSE National”) is proposing to implement a similarly structured Retail Liquidity Program. 8 Accordingly, the Exchange proposes to delete the text of Rule 7.44-E and designate the rule as Reserved. The Exchange notes that its affiliate New York Stock Exchange LLC (“NYSE”) also currently offers a similarly structured Retail Liquidity Program, 9 and both the NYSE Retail Liquidity Program and the proposed NYSE National Retail Liquidity Program would be available to RMOs that currently participate in the Program. The Exchange further notes that several other equities exchanges currently offer retail price improvement programs as well. 10 Subject to the effectiveness of this proposed rule change, the Exchange will implement this change in the third quarter of 2023 and announce the implementation date by Trader Update. 2. Statutory Basis The proposed rule change is consistent with Section 6(b) of the Act, 11 in general, and furthers the objectives of Section 6(b)(5), 12 in particular, because it is designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, to foster cooperation and coordination with persons engaged in facilitating transactions in securities, to remove impediments to, and perfect the mechanism of, a free and open market and a national market system and, in general, to protect investors and the public interest. 8 See SR-NYSENAT-2023-17. The Exchange proposes to decommission the Program in tandem with the introduction of the NYSE National Retail Liquidity Program in the third quarter of 2023, on a date to be announced via Trader Update. 9 See NYSE Rule 7.44 (setting forth NYSE Retail Liquidity Program). 10 See, e.g., Cboe BYX Exchange, Inc. (“BYX”) Rule 11.24 (setting forth BYX’s Retail Price Improvement Program); Nasdaq BX, Inc. (“BX”) Rule 4780 (setting forth BX’s Retail Price Improvement Program); Investors Exchange LLC (“IEX”) Rule 11.232 (setting forth IEX’s Retail Price Improvement Program). 11 15 U.S.C. 78f(b). 12 15 U.S.C. 78f(b)(5). 11 of 23 Specifically, the Exchange believes that the proposed designation of Rule 7.44-E as Reserved in conjunction with the decommissioning of the Program would remove impediments to and perfect the mechanism of a free and open market and a national market system by deleting rule text that would no longer have application, thereby promoting clarity, transparency, and consistency in the Exchange’s rulebook. In addition, the proposed change would ensure that the Exchange’s rules accurately reflect the functionality offered by the Exchange. The Exchange further believes that the proposed change would remove impediments to and perfect the mechanism of a free and open market and a national market system and would not be inconsistent with the public interest or the protection of investors because the proposed change to designate Rule 7.44-E as Reserved would alleviate any potential confusion among market participants regarding the availability of the Program. The Exchange also believes that investors would not be harmed by the proposed change, as a similarly structured Retail Liquidity Program is offered on its affiliated exchange NYSE and is proposed to be offered on its affiliate NYSE National; in addition, several other equities exchanges also currently offer price improvement programs for retail order flow. 13 The Exchange further notes that it is not under any requirement to offer the Program and that participation in the Program is voluntary. B. Self-Regulatory Organization’s Statement on Burden on Competition The Exchange does not believe that the proposed rule change will impose any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act. As noted above, multiple equities exchanges currently offer retail price improvement programs, and investors can readily choose to direct retail order flow to any of the other available programs (including the NYSE Retail Liquidity Program or the proposed NYSE National Retail Liquidity 13 See notes 8, 9 & 10, supra. 12 of 23 Program, both of which are structured similarly to the Program). Accordingly, the Exchange does not believe that the discontinuation of the Program would harm competition. C. on Comments on the Proposed Rule Change Received from Members, Participants, or Others No written comments were solicited or received with respect to the proposed rule change. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action The Exchange has filed the proposed rule change pursuant to Section 19(b)(3)(A)(iii) of the Act 14 and Rule 19b-4(f)(6) thereunder. 15 Because the proposed rule change does not: (i) significantly affect the protection of investors or the public interest; (ii) impose any significant burden on competition; and (iii) become operative prior to 30 days from the date on which it was filed, or such shorter time as the Commission may designate, if consistent with the protection of investors and the public interest, the proposed rule change has become effective pursuant to Section 19(b)(3)(A) of the Act and Rule 19b-4(f)(6)(iii) thereunder. A proposed rule change filed under Rule 19b-4(f)(6) 16 normally does not become operative prior to 30 days after the date of the filing. However, pursuant to Rule 19b4(f)(6)(iii), 17 the Commission may designate a shorter time if such action is consistent with the protection of investors and the public interest. The Exchange has asked the Commission to waive the 30-day operative delay so that the proposal may become operative immediately upon filing. 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 14 15 U.S.C. 78s(b)(3)(A)(iii). 15 17 CFR 240.19b-4(f)(6). 16 17 CFR 240.19b-4(f)(6). 17 17 CFR 240.19b-4(f)(6)(iii). 13 of 23 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 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 rule-comments@sec.gov . Please include file number SR-NYSEARCA-2023-55 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-2023-55. 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 18 15 U.S.C. 78s(b)(2)(B). 14 of 23 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 a.m. and 3 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-2023-55 and should be submitted on or before [INSERT DATE 21 DAYS AFTER DATE OF PUBLICATION IN THE FEDERAL REGISTER ]. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority. 19 Sherry R. Haywood, Assistant Secretary 19 17 CFR 200.30-3(a)(12). 15 of 23 EXHIBIT 5 Additions: Underlined Deletions: [Bracketed] Rules of NYSE Arca, Inc. * * * * * Rule 7-E EQUITIES TRADING * * * * * Section 3. NYSE Arca Marketplace * * * * * Rule 7.44-E. Reserved [ Retail Liquidity Program (a) Definitions. (1) Retail Liquidity Provider. A “Retail Liquidity Provider” or “RLP” is an ETP Holder that is approved by the Exchange under this Rule to act as such and that is required to submit Retail Price Improvement Orders in accordance with this Rule. (2) Retail Member Organization. A “Retail Member Organization” or “RMO” is an ETP Holder that is approved by the Exchange under this Rule to submit Retail Orders. (3) Retail Order. A “Retail Order” is an agency order or a riskless principal order that meets the criteria of FINRA Rule 5320.03 that originates from a natural person and is submitted to the Exchange by an RMO, provided that no change is made to the terms of the order with respect to price or side of market and the order does not originate from a trading algorithm or any other computerized methodology. A Retail Order will operate in accordance with Rule 7.44-E(k). A Retail Order may be an odd lot, round lot, or mixed lot. (4) Retail Price Improvement Order. A “Retail Price Improvement Order” or “RPI” consists of non-displayed interest that would trade at prices better than the PBB or PBO by at least $0.001 and that is identified as such. (A) An RPI remains non-displayed in its entirety, is ranked Priority 3 - Non-Display Orders. (B) Exchange systems will monitor whether RPI buy or sell interest is eligible to trade with incoming Retail Orders. An RPI to buy (sell) with a limit price at or below (above) the PBB (PBO) or at or above (below) the PBO (PBB) will not be eligible to trade with incoming Retail Orders to sell (buy), and such an RPI will cancel if a Retail Order to sell (buy) trades with all displayed liquidity at the PBB (PBO) and then attempts to trade with the RPI. If not cancelled, an RPI to buy (sell) with a limit price that is no longer at or below (above) the PBB (PBO) or at or above (below) the PBO (PBB) will again be eligible to trade with incoming Retail Orders. 16 of 23 (C) For securities to which it is assigned, an RLP may only enter an RPI in its RLP capacity. An RLP is permitted, but not required, to submit RPIs for securities to which it is not assigned, and will be treated as a non-RLP ETP Holder for those particular securities. Additionally, ETP Holders other than RLPs are permitted, but not required, to submit RPIs. (D) An RPI may be an odd lot, round lot, or mixed lot. An RPI must be designated as either a Limit Non-Displayed Order or MPL Order, and an order so designated will interact with incoming Retail Orders only and will not interact with either a Type 2- Retail Order Day or Type 2- Retail Order Market that is resting on the NYSE Arca Book. (b) RMO Qualifications and Application. (1) To qualify as an RMO, an ETP Holder must conduct a retail business or route retail orders on behalf of another broker-dealer. For purposes of this Rule, conducting a retail business includes carrying retail customer accounts on a fully disclosed basis (2) To become an RMO, an ETP Holder must submit: (A) an application form; (B) supporting documentation, which may include sample marketing literature, Web site screenshots, other publicly disclosed materials describing the ETP Holder's retail order flow, and any other documentation and information requested by the Exchange in order to confirm that the applicant's order flow would meet the requirements of the Retail Order definition; and (C) an attestation, in a form prescribed by the Exchange, that substantially all orders submitted as Retail Orders will qualify as such under this Rule. (3) After an applicant submits the application form, supporting documentation, and attestation, the Exchange will notify the applicant of its decision in writing. (4) A disapproved applicant may: (A) request an appeal of such disapproval by the Exchange as provided in paragraph (i) below; and/or (B) reapply for RMO status 90 days after the disapproval notice is issued by the Exchange. (5) An RMO may voluntarily withdraw from such status at any time by giving written notice to the Exchange. (6) An RMO must have written policies and procedures reasonably designed to assure that it will only designate orders as Retail Orders if all requirements of a Retail Order are met. Such written policies and procedures must require the ETP Holder to (i) exercise due diligence before entering a Retail Order to assure that entry as a Retail Order is in compliance with the requirements of this Rule, and (ii) monitor whether orders entered as Retail Orders meet the applicable requirements. If an RMO does not itself conduct a retail business but routes Retail Orders on behalf of another broker-dealer, the RMO's 17 of 23 supervisory procedures must be reasonably designed to assure that the orders it receives from such other broker-dealer that are designated as Retail Orders meet the definition of a Retail Order. The RMO must (i) obtain an annual written representation, in a form acceptable to the Exchange, from each other broker-dealer that sends the RMO orders to be designated as Retail Orders that entry of such orders as Retail Orders will be in compliance with the requirements of this Rule; and (ii) monitor whether Retail Order flow routed on behalf of such other broker-dealer meets the applicable requirements. (c) RLP Qualifications. To qualify as an RLP, an ETP Holder must: (1) be registered as a Market Maker (“MM”) or Lead Market Maker (“LMM”); (2) demonstrate an ability to meet the requirements of an RLP; (3) have the ability to accommodate Exchange-supplied designations that identify to the Exchange RLP trading activity in assigned RLP securities. An ETP Holder may not use such designation for non-RLP trading activity at the Exchange. An ETP Holder will not receive credit for its RLP trading activity for which it does not use its designation; and (4) have adequate trading infrastructure and technology to support electronic trading. (d) RLP Application. (1) To become an RLP, an ETP Holder must submit an RLP application form with all supporting documentation to the Exchange. (2) After an applicant submits an RLP application form with supporting documentation to the Exchange, the Exchange will notify the applicant of its decision. The Exchange may approve one or more ETP Holders to act as an RLP for a particular security. The Exchange may also approve a particular ETP Holder to act as RLP for one or more securities. Approved RLPs may be assigned securities according to requests made to, and approved by, the Exchange. (3) If an applicant is approved by the Exchange to receive RLP status, such applicant must establish connectivity with relevant Exchange systems before such applicant is permitted to trade as an RLP on the Exchange. (4) If an applicant is disapproved under this paragraph (d) by the Exchange, the Exchange will provide written notice of its disapproval. The disapproved applicant may: (A) request an appeal of such disapproval by the Exchange as provided in paragraph (i) below; and/or (B) reapply for RLP status 90 days after the disapproval notice is issued by the Exchange. (e) Voluntary Withdrawal of RLP Status. An RLP may withdraw from its status as an RLP by giving notice to the Exchange. Such withdrawal will become effective when those securities assigned to the withdrawing RLP are reassigned to another RLP. After the Exchange receives the notice of withdrawal from the withdrawing RLP, the Exchange will reassign such securities as soon as practicable, but no later than 30 days after the date said notice is 18 of 23 received by the Exchange. In the event the reassignment of securities takes longer than the 30-day period, the withdrawing RLP will have no obligations under this Rule 7.44-E and will not be held responsible for any matters concerning its previously assigned RLP securities upon termination of this 30-day period. (f) RLP Requirements. (1) An RLP may only enter a Retail Price Improvement Order electronically and directly into Exchange systems and facilities designated for this purpose and only in an RLP capacity for the securities to which it is assigned as RLP. An RLP entering RPIs in securities to which it is not assigned is not required to satisfy the requirements in