8011-01P
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-100378; File No. SR-NYSE-2024-34]
Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing and
Immediate Effectiveness of Proposed Rule Change to Amend Its Price List
June 18, 2024.
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 June 3, 2024, New York Stock Exchange LLC
(“NYSE” 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 its Price List to (1) revise the requirements for market

at-the-close (“MOC”) and limit at the close (“LOC”) orders on MOC/LOC Tier 1 and Tier 2; (2)
modify the requirements and charges for D Orders at the close based on time of entry or last
modification; and (3) introduce incremental per share credits for orders entered and executed by
a Floor broker that add liquidity to the Exchange and for D Orders at the close. The Exchange
proposes to implement the fee changes effective June 3, 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.

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

15 U.S.C. 78a.

17 CFR 240.19b-4.

II.

Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the
Proposed Rule Change
In its filing with the Commission, the self-regulatory organization included statements

concerning the purpose of, and basis for, the proposed rule change and discussed any comments
it received on the proposed rule change. The text of those statements may be examined at the
places specified in Item IV below. The Exchange has prepared summaries, set forth in sections
A, B, and C below, of the most significant parts of such statements.
A.

Self-Regulatory Organization’s Statement of the Purpose of, and the Statutory
Basis for, the Proposed Rule Change
1.

Purpose

The Exchange proposes to amend its Price List to (1) revise the requirements for MOC
and LOC orders on MOC/LOC Tier 1 and Tier 2; (2) modify the requirements and charges for D
Orders at the close based on time of entry or last modification; and (3) introduce incremental per
share credits for orders entered and executed by a Floor broker that add liquidity to the Exchange
and for D Orders at the close.
The proposed change responds to the current competitive environment where order flow
providers have a choice of where to direct liquidity-providing orders and closing price orders by
revising the requirements and offering additional incentives for member organizations to send
liquidity to the Exchange, especially during the Closing Auction. The purpose of the proposed
rule change is also to encourage efficient usage of Exchange systems by member organizations
by continuing to encourage all member organizations to enter or modify D Orders as early
possible, which the Exchange believes is in the best interests of all member organizations and
investors who access the Exchange.
The Exchange proposes to implement the fee changes effective June 3, 2024.
Background
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
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 It should also be noted that, in the
currently highly competitive national market system, numerous exchanges and other order
execution venues compete for order flow at the close, and competition for closing orders is

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”).

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).

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.

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.

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

See id.

robust.10
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.
In response to this competitive environment, the Exchange has established incentives for
member organizations who submit orders on the Exchange. The proposed fee change is
designed to provide incentives to member organizations to submit additional such liquidity to the
Exchange, including during closing auctions.
Proposed Rule Change
MOC/LOC Tiers 1 and 2
Currently, for MOC /LOC Tier 1, the Exchange charges $0.0007 per share for MOC
orders and $0.0007 per share for LOC orders from any member organization in the prior three
billing months executing (1) an average daily trading volume (“ADV”) of MOC activity on the
NYSE of at least 0.45% of NYSE consolidated ADV (“CADV”),11 (2) an ADV of total close

There are at least seven broker-dealer sponsored products competing for volume at the close, including
Credit Suisse’s CLOSEX; Instinet’s Market-onClose Cross; Morgan Stanley’s Market-on-Close
Aggregator (MOCHA); Bank of America’s Instinct X® and Global Conditional Cross; JP Morgan’s JPBX; Piper Sandler’s On-Close Match Book; and Goldman Sachs’ One Delta Close Facility (ODCF).
Moreover, the percentage of volume at the NYSE closing price in NYSE-listed securities executed offexchange has been steadily increasing since before the pandemic. In 2018, the percentage of volume at the
NYSE closing price in NYSE-listed securities executed off-exchange was 21.3%. In 2019, the percentage
increased to 23.5%. After dipping briefly to 22.1% in 2020, the percentage resumed its upward trend and
increased to 25.2% in 2021. The percentage was 24.1% and 23.8% in 2022 and 2023, respectively, and has
increased again in 2024 to 26.1% through May 31.

ADV and CADV are defined in footnote * of the Price List. The Exchange would delete “[Tape A]”
between NYSE and CADV in one place in the tier as redundant. The Exchange would also add “and an”
between the remaining requirements to qualify for the tier.

activity (MOC/LOC and executions at the close) on the NYSE of at least 0.7% of NYSE CADV,
and (3) whose MOC activity comprised at least 35% of the member organization’s total close
activity (MOC/LOC and other executions at the close). Similarly, for MOC /LOC Tier 2, the
Exchange charges $0.0008 per share for MOC orders and $0.0008 per share for LOC orders
from any member organization in the prior three billing months executing (1) an ADV of MOC
activity on the NYSE of at least 0.35% of NYSE CADV,12 (2) an ADV of total close activity
(MOC/LOC and executions at the close) on the NYSE of at least 0.525% of NYSE CADV, and
(3) whose MOC activity comprised at least 35% of the member organization’s total close activity
(MOC/LOC and other executions at the close).
The Exchange proposes to eliminate the third requirement from both tiers.
As proposed for MOC/LOC Tier 1, the Exchange would charge $0.0007 per share for
MOC orders and $0.0007 per share for LOC orders from any member organization in the prior
three billing months executing an (1) ADV of MOC activity on the NYSE of at least 0.45% of
NYSE CADV), and (2) ADV of total close activity (MOC/LOC and executions at the close) on
the NYSE of at least 0.7% of NYSE CADV. The current rates would remain the same.
As proposed for MOC/LOC Tier 2, the Exchange would charge $0.0008 per share for
MOC orders and $0.0008 per share for LOC orders from any member organization in the prior
three billing months executing an (1) an ADV of MOC activity on the NYSE of at least 0.35% of
NYSE CADV, and (2) an ADV of total close activity (MOC/LOC and executions at the close)
on the NYSE of at least 0.525% of NYSE CADV. The current rates would also remain the
same.
The proposed change responds to the current competitive environment where order flow
providers have a choice of where to direct orders in NYSE-listed securities, including at the
close, by modifying requirements in order to facilitate member organizations qualifying for a

The Exchange would similarly delete “[Tape A]” between NYSE and CADV in two places in the tier as
redundant and add “and an” between the remaining requirements to qualify for this tier as proposed for Tier
1.

MOC/LOC tier and encourage additional liquidity to the Exchange. Higher volumes of MOC
and LOC orders contribute to the quality of the Exchange’s closing auction and provide market
participants whose orders are executed at the close with a greater opportunity for execution,
which benefits all market participants.
D Orders
Currently, the Exchange does not charge member organizations for the first 750,000
ADV of the aggregate of executions at the close for D Orders, Floor broker executions swept
into the close, and executions at the close, excluding MOC Orders, LOC Orders and Closing
Offset (“CO”) Orders. Further, the Exchange currently charges certain fees differentiated by
time of entry (or last modification) for D Orders at the close after the first 750,000 ADV of
aggregate of executions at the close by a member organization.
The Exchange proposes to no longer exclude the first 750,000 ADV of the aggregate of
executions at the close by member organizations for D Orders, Floor broker executions swept
into the close, and executions at the close, excluding MOC Orders, LOC Orders and CO Orders.
As discussed below, the Exchange would waive fees for member organizations with an ADV of
at least 10,000 shares entered and executed by an affiliated Floor broker up to specific ADV
levels based on time of entry (or last modification) in an effort to encourage additional liquidity
on the trading floor of a national securities exchange.
The Exchange also proposes to modify the time of entry (or last modification) for D
Order fee determination in order to encourage member organizations to enter D Orders earlier in
the trading day, thereby increasing transparency in the Closing Auction and reducing member
organization’s operational risk. Consistent with this purpose, the current rates for D Orders
would not change with the exception of D Orders entered in the final minute of trading, which
the Exchange proposes to label as “Late D Orders.”
The Exchange would modify the current requirements and charges for D Orders as
follows:

•

The Exchange currently charges $0.0003 per share for executed D Orders last
modified13 by the member organization earlier than 25 minutes before the
scheduled close of trading. The Exchange proposes to charge the current rate to
D Orders last modified earlier than 10 minutes before the scheduled close of
trading. The Exchange would define these orders as “Early D Orders.”

•

The Exchange currently charges $0.0007 per share for executed D Orders last
modified by the member organization from 25 minutes up to but not including 3
minutes before the scheduled close of trading. The Exchange proposes to charge
the current rate to D Orders last modified from 10 minutes up to but not including
1 minute before the scheduled close of trading. The Exchange would define these
orders as “Mid D Orders.”

•

For D Orders last modified in the last 3 minutes before the scheduled close of
trading, the Exchange charges three different fees. The Exchange proposes to
charge these fees, as modified, for D Orders last modified by the member
organization in the last 1 minute before the scheduled close of trading, which the
Exchange would define as “Late D Orders.”
o The Exchange currently charges $0.0008 per share for executed D Orders
last modified in the last 3 minutes before the scheduled close of trading for
member organizations in MOC/LOC Tiers 1 and 2, both with Adding
ADV of at least 0.50% of Tape A CADV or MOC/LOC Tiers 1, 2 or 3
with Adding ADV of at least 1.05% of Tape A CADV. The Exchange
would eliminate the limitation to member organizations in MOC/LOC
Tiers 1 and 2 and would charge $0.0011 per share for executed D Orders
last modified in the last 1 minute before the scheduled close of trading for

As set forth in footnote 10 to the Price List, as used in the Price List, the phrase “last modified” means the
later of the order’s entry time or the final modification or cancellation time for any D Order designated for
the close with the same broker badge, entering firm mnemonic, symbol, and side.

member organizations with Adding ADV of at least 0.50% of Tape A
CADV (unchanged from the current requirement) and total close activity
of a least 1.75% of Tape A CADV.
o The Exchange currently charges $0.0009 per share for executed D Orders
last modified in the last 3 minutes before the scheduled close of trading for
member organizations in MOC/LOC Tiers 1, 2 and 3 with Adding ADV
of at least 0.65% of Tape A CADV. The Exchange would eliminate this
fee.
o The Exchange currently charges $0.0010 per share for executed D Orders
last modified in the last 3 minutes before the scheduled close of trading for
all other member organizations. The Exchange proposes to charge all
other member organizations $0.0012 per share for executed D Orders last
modified one minute before the scheduled close of trading.
•

For member organizations with an ADV of at least 10,000 shares entered and
executed by an affiliated Floor broker,14 the Exchange proposes that Early, Midand Late D Orders up to specific ADV levels would be free. Qualifying member
organizations would be charged the previously described rates for all volume for
each D Order type above the proposed thresholds.
As proposed, qualifying member organizations would not be charged for the first
500,000 shares of Early D Orders, with the above rates for Early D Orders
applicable to all volume above that threshold.
For Mid D Orders, qualifying member organizations would not be charged for the
first 750,000 shares, with the above rates for Mid D Orders applicable to all

For purposes of the proposed change, an affiliated Floor broker would be a Floor broker under 75%
common ownership or control of the member organization. The Price List defines “affiliate” as any
member organization under 75% common ownership or control of that member organization. See Price
List, General, Section I (Billing Disputes).

volume above that threshold.
Finally, for Late D Orders, qualifying member organizations would not be
charged for the first 250,000 shares, with the above rates for Late D Orders
applicable to all volume above that threshold.
•

Orders from continuous trading swept into the close would continue to be charged
the current rate of $0.0008.

The purpose of these changes is to continue to encourage additional liquidity on the
Exchange. The Exchange does not know how much order flow member organizations choose to
route to other exchanges or to off-exchange venues. Since the proposal not to charge Early, Midand Late D Orders up to specific ADV levels for member organizations with a minimum ADV
entered and executed by an affiliated Floor broker would be new, the Exchange does not know
how many member organizations could qualify based on their current trading profile and if they
choose to direct order flow to the Exchange. Based on the profile of member organizations and
their liquidity provision, the Exchange believes that additional member organizations could
qualify for the discounts if they choose to direct order flow to the Exchange. However, without
having a view of member organization’s activity on other exchanges and off-exchange venues,
the Exchange has no way of knowing whether this proposed rule change would result in any
member organization directing orders to the Exchange in order to qualify for the discounts.
Incremental Floor Broker Credits
As part of what the Exchange proposes to call the “Floor Broker Incentive and Rebate
Program,” the Exchange proposes an incremental per share credit for orders executed by a Floor
broker in addition to the preceding fees and credits specified in the Price List. Specifically, the
Exchange proposes that orders executed by a member organization’s Floor broker would receive
an additional $0.0002 per share for orders that add liquidity to the Exchange, other than MPL
and Non-Displayed Limit Orders, and/or (2) an additional $0.000025 per share for the proposed
Early, Mid-and Late D Orders where the member organization has (1) an ADV of at least 10,000

shares entered and executed by its Floor broker, and (2) an ADV comprised of at least 50%
Floor broker ADV of the member organization’s total ADV, excluding routing.
For example, assume that Member Organization A enters and executes 2 million shares
that add liquidity on the trading Floor though its Floor broker. Further assume that a second
member organization, Member Organization B, enters 10 million shares that add liquidity and
routes it flow to Member Organization A for execution on the trading Floor though Member
Organization A’s Floor broker. Both member organizations receive the current rate for adding
liquidity on the trading Floor of at least $0.0019 per share for their shares entered as the entering
firm, unless a better current tiered rate applies. Under the proposed pricing, Member
Organization A would also receive an additional credit of $0.0002 for executing the 10 million
shares for adding liquidity on the trading Floor on behalf of Member Organization B.
The purpose of the proposed incremental Floor broker credits is to continue to encourage
member organizations to send orders to trading Floor for execution, thereby contributing to
robust levels of liquidity, especially for adding liquidity and during the Closing Auction, which
benefits all market participants. Members and member organizations benefit from the substantial
amounts of liquidity present on the Exchange during the close. The Exchange believes the
proposed change would also thereby promote price discovery and transparency, and enhance
order execution opportunities for member organizations from the substantial amounts of liquidity
that are present on the Exchange both intraday and during the close.
Since the proposed incremental credits are new, the Exchange does not know how many
member organizations could qualify for the new discounts based on their current trading profile
and if they choose to direct order flow to the Exchange. Based on the profile of liquidity-adding
firms generally, the Exchange believes that a number of member organizations could qualify for
the credits if they choose to direct order flow to the Exchange. However, without having a view
of member organization’s activity on other exchanges and off-exchange venues, the Exchange
has no way of knowing whether this proposed rule change would result in any member

organization directing orders to the Exchange in order to qualify for the discounts.
The proposed changes are not otherwise intended to address 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,15 in general, and furthers the objectives of sections 6(b)(4) and (5) of the Act,16 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.
As discussed above, 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.”17 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.”18
The Proposed Change is Reasonable

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

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

See Securities Exchange Act Release No. 51808 (June 9, 2005), 70 FR 37495, 37499 (June 29, 2005) (S710-04) (Final Rule) (“Regulation NMS”).

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).

In light of the competitive environment in which the Exchange currently operates, the
proposed rule change is a reasonable attempt to increase liquidity to the Exchange, especially
during the Closing Auction, and improve the Exchange’s market share relative to its competitors.
The Exchange believes the proposed change is also reasonable because it is designed to attract
higher volumes of orders transacted on the Exchange by member organizations, which would
benefit all market participants by offering greater price discovery and an increased opportunities
to trade on the Exchange, both intraday and during the Closing Auction. The proposed rule
change also represents a reasonable attempt to encourage efficient usage of Exchange systems by
member organizations by continuing to encourage all member organizations to enter or modify D
Orders as early possible, which the Exchange believes is in the best interests of all member
organizations and investors who access the Exchange.
MOC/LOC Tiers 1 and 2
The Exchange believes that eliminating the requirement that a member organization’s
MOC activity comprise at least 35% of the member organization’s total close activity
(MOC/LOC and other executions at the close) in order to qualify for to qualify for MOC/LOC
Tier 1 and Tier 2 is a reasonable way to encourage greater participation which leads to greater
marketable and other liquidity at the Closing Auction. MOC and LOC orders contribute
meaningfully to the price and size discovery, which is the hallmark of the closing auction
process. Higher volumes of MOC orders contribute to the quality of the Exchange’s Closing
Auction and provide market participants whose orders are executed at the close with a greater
opportunity for execution, which benefits all market participants. Further, as noted above, in the
currently highly competitive national market system, competition for closing orders among
exchanges, ATSs and other market execution venues is robust.
D Orders
The Exchange believes that it [sic] proposal would encourage additional liquidity on the
Exchange from multiple sources, which helps to maintain the quality of the Exchange’s Closing

Auction for the benefit of all market participants.
Specifically, the Exchange believes that no longer exempting the first 750,000 ADV of
the aggregate of executions at the close from fees is reasonable as it has not operated as
originally intended. Member organizations that currently reach the 750,000 ADV threshold are
generally larger member organizations that would continue to derive a substantial benefit from
the high volume of closing executions on the Exchange and the Exchange believes would
continue to send orders to send orders to the Exchange. While the Exchange is removing the
first 750,000 ADV exemption, it notes that it is introducing a new exemption for qualifying
member organizations with a Floor broker, which totals 1.5 million shares across Early-, Midand Late D Orders. Similarly, the Exchange believes that not charging Early, Mid- and Late D
Orders up to specific ADV levels for member organizations with a minimum ADV entered and
executed by an affiliated Floor broker would encourage additional liquidity for execution on the
trading Floor in the Closing Auction, thereby contributing to robust levels of liquidity on the
Floor and at the close, which benefits all market participants. Moreover, the proposed fee
exemptions for Early, Mid- and Late D Orders would incentivize qualifying member
organizations to enter or modify D Orders as early as possible in order to avoid fees for Early,
Mid-, and Late D Orders up to the proposed thresholds for each.
Similarly, the Exchange believes that modifying the time of entry for last modification
for member organizations to qualify for the existing fees for Early, Mid- and Late D Orders
encourages all member organizations to enter or modify D Orders as early possible, beginning
with as early as up to 10 minutes before the close of trading, in order to build up liquidity going
into the Closing Auction. Member organizations are waiting until later in the trading day to
enter and/or modify D Orders than the current 25 minutes. By expanding the time period to enter
Early D Orders to up to 10 minutes before the close, the Exchange hopes to encourage member
organizations to send D Orders earlier in order to qualify for lower fees. Moreover, the
Exchange hopes thereby to incentivize more member organizations to send adding liquidity to

the Exchange, which in turn supports the quality of price discovery on the Exchange. In
addition, charging member organizations higher rates for entering or modifying their interest in
the final minute of regular trading hours reflects a risk premium for delaying entry or
modification until nearly the end of trading, while reducing the time entry which results in fewer
trades qualifying for these higher fees. Further, it is reasonable to charge member organizations
a lower rate based on a higher percentage of Adding ADV of Tape A CADV and total close
activity of Tape A CADV for entering or modifying their interest in the final minute of regular
trading hours because such interest most benefits from the flexibility afforded the order type.
The Exchange notes that while the proposed fee for Late D-Orders is higher than the current fee,
the proposed increase in time of order entry or last modified to qualify for Early- and Mid D
Orders, which have lower rates than Late D Orders, will result in lower overall fees for member
organizations, and incentivize greater liquidity in the Closing Auction, which benefits all market
participants.
Incremental Floor Broker Credits
The Exchange believes that the proposed additional credits for orders executed by a Floor
broker for representation on the Exchange is a reasonable way to encourage additional liquidity,
including D Orders, on the Exchange both during intraday and in Closing Auction because
member organizations benefit from the substantial amounts of liquidity that are present on the
Exchange during such times. The Exchange believes the proposed change would encourage
member organizations to send orders to the trading Floor for execution, thereby contributing to
robust levels of liquidity on the trading Floor both intraday and during the Closing Auction,
which benefits all market participants. The proposed fee would also encourage the submission
of additional liquidity to a national securities exchange, thereby promoting price discovery and
transparency and enhancing order execution opportunities for member organizations from the
substantial amounts of liquidity that are present on the Exchange during the closing. The
proposed change would also encourage the execution of such transactions on a public exchange,

thereby promoting price discovery and transparency. Moreover, the Exchange believes that
requiring an ADV comprised of at least 50% Floor broker ADV of the member organization’s
total ADV is reasonable because it would encourage member organizations that make a
substantial contribution to trading Floor liquidity without excluding smaller member
organizations.
The Proposal is an Equitable Allocation of Fees
The Exchange believes the proposal equitably allocates fees and credits among market
participants because all member organizations that participate on the Exchange may qualify for
the proposed credits and fees on an equal basis. The Exchange believes its proposal equitably
allocates its fees and credits among its market participants by fostering liquidity provision and
stability in the marketplace.
MOC/LOC Tiers 1 and 2
The Exchange believes that the proposed elimination of the requirement that a member
organization’s MOC activity comprise at least 35% of the member organization’s total close
activity (MOC/LOC and other executions at the close) in order to qualify for to qualify for
MOC/LOC Tier 1 and Tier 2 will incentivize member organizations to send additional liquidity
to achieve lower fees and encourage greater marketable and other liquidity at the closing auction.
Higher volumes of MOC and LOC orders contribute to the quality of the Exchange’s Closing
Auction and provide market participants whose orders are executed in the close with a greater
opportunity for execution of orders on the Exchange, thereby promoting price discovery and
transparency and enhancing order execution opportunities and improving overall liquidity on a
public exchange. The Exchange also believes that the proposed change is equitable because it
would apply to all similarly situated member organizations that utilize MOC and LOC orders on
the Exchange on an equal basis.
D Orders
The Exchange believes that the proposed changes to D Orders are an equitable allocation

of fees because the proposed changes, taken together, will incentivize member organizations to
enter or modify D Orders as early possible, beginning with as early as up to 10 minutes before
the close of trading, in order to build up liquidity going into the closing auction. The Exchange’s
closing auction is a recognized industry benchmark,19 and member organizations receive a
substantial benefit from the Exchange in obtaining high levels of executions at the Exchange’s
closing price on a daily basis. The Exchange also believes that it is equitable to charge member
organizations a higher rate for entering or modifying their interest in the final minute of regular
trading hours because such interest most benefits from the flexibility afforded the order type.
Moreover, the proposed fees are equitable because all similarly situated member organizations
will be subject to the same fee structure that would be available on an equal basis to all similarly
situated member organizations that utilize D Orders on the Exchange. In this regard, the
proposed changes are equitable because any member organization can choose to send D Orders
earlier than 10 minutes or 1 minute prior to the close in order to qualify for lower fees, and any
member organization can choose to have an affiliated Floor broker in order to qualify for the
lower fee for Late D Orders or to exclude volume from fees up to the proposed specified
thresholds for Early, Mid- and Late D Orders.
Incremental Floor Broker Credits
The proposed incremental credits for orders executed by a member organization’s Floor
broker that add liquidity to the Exchange and D Orders during the close, are equitable because
the incremental fees would be available on an equal basis to all similarly situated member
organizations that operate a Floor brokerage business. In this regard, the proposed discounts
and requirements are equitable because any member organization can choose to increase their
adding volume entered and executed by its Floor broker, excluding routing, in order to qualify
for the proposed incremental credits and any member organization can choose to operate as a

For example, the pricing and valuation of certain indices, funds, and derivative products require primary
market prints.

Floor broker in order to qualify for the additional credits on an equal basis. The Exchanges notes
that the current Incremental Discounts on MOC Orders utilize similar requirements.20
The Proposal is Not Unfairly Discriminatory
The Exchange believes that the proposal is not unfairly discriminatory. In the prevailing
competitive environment, member organizations are free to disfavor the Exchange’s pricing if
they believe that alternatives offer them better value.
MOC/LOC Tiers 1 and 2
The proposed streamlined requirements for MOC orders to qualify for MOC/LOC Tiers 1
and 2 are not unfairly discriminatory because the requirements would be applied to all similarly
situated member organizations and other market participants, who would all be subject to the
same fees, requirements and discounts on a full and equal basis. For the same reason, the
proposal neither targets nor will it have a disparate impact on any particular category of market
participant. Accordingly, no member organization already operating on the Exchange would be
disadvantaged by this allocation of fees. Finally, the submission of orders to the Exchange is
optional for member organizations in that they could choose whether to submit orders to the
Exchange and, if they do, the extent of its activity in this regard.
D Orders
The Exchange believes that the proposed changes to D Orders to modify the time periods
by which such orders are considered early, mid-or late is not unfairly discriminatory because the
proposed change would because the proposed changes, will incentivize member organizations to
enter or modify D Orders as early possible, beginning with as early as up to 10 minutes before
the close of trading, in order to build up liquidity going into the closing auction. The Exchange
also believes that it is not unfairly discriminatory to charge member organizations a higher rate
for entering or modifying their interest in the final minute of regular trading hours because all

See NYSE Price List at p. 4, available at
https://www.nyse.com/publicdocs/nyse/markets/nyse/NYSE_Price_List.pdf.

member organizations can utilize D Orders and all have an equal choice as to when to submit
those order to benefit most from the flexibility afforded the order type. The Exchange believes
that the proposal is not unfairly discriminatory because all similarly situated member
organizations that submit D Orders last modified in the last 10 minutes and less before the
scheduled close of trading will be subject to the same fee structure based on time of entry (or last
modification).
Incremental Floor Broker Credits
The proposed incremental Floor broker credits are not unfairly discriminatory because
the proposed fees would be applied to all similarly situated member organizations and other
market participants operating a Floor brokerage business, who would all be subject to the same
fees, requirements, and discounts on an equal basis. For the same reason, the proposal neither
targets nor will it have a disparate impact on any particular category of market participant.
Accordingly, no member organization already operating on the Exchange would be
disadvantaged by this allocation of fees. Further, the Exchange believes the proposal would
incentivize member organizations to send more orders to the Floor in order to qualify for
incremental credits. Finally, the submission of orders to the Exchange is optional for member
organizations in that they could choose whether to submit orders to the Exchange and, if they do,
the extent of its activity in this regard.
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,21 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 member organizations. 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.”22
Intramarket Competition. The proposed change is designed to attract additional order
flow to the Exchange. The Exchange believes that the proposed changes would continue to
incentivize market participants to direct order flow to the Exchange. Greater liquidity benefits
all market participants on the Exchange by providing more trading opportunities and encourages
member organizations to send orders, thereby contributing to robust levels of liquidity, which
benefits all market participants on the Exchange. The proposed credits would be available to all
similarly-situated market participants, and, as such, the proposed change would not impose a
disparate burden on competition among market participants on the Exchange. As noted, the
proposal would apply to all similarly situated member organizations on the same and equal
terms, who would benefit from the changes on the same basis. Accordingly, the proposed
change would not impose a disparate burden on competition among market participants on the
Exchange.
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-

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

See Regulation NMS, 70 FR at 37498-99.

exchange venues if they deem fee levels at those other venues to be more favorable. 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.
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)23 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.
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-NYSE-2024-34 on the subject line.

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

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-NYSE-2024-34. 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 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-NYSE-2024-34 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.24

Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2024-13827 Filed: 6/24/2024 8:45 am; Publication Date: 6/25/2024]

17 CFR 200.30-3(a)(12).