3470 Federal Register / Vol. 89, No. 12 / Thursday, January 18, 2024 / Notices 

12 15 U.S.C. 78s(b)(3)(A)(ii). 

13 17 CFR 240.19b–4(f)(2). 

14 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3See EDGA Fees Schedule. Daily end-of-day 

delivery is provided via the DataShop SFTP. Files 

will typically become available after 10pm ET; see 

also EDGA Rule 1.5, which defines ‘‘System.’’ 

4See https://datashop.cboe.com/cboe-us-equitiespitch. 

5See, for example, EDGX Fee Schedule, BYX Fee 

Schedule, BZX Fee Schedule. 

19(b)(3)(A)(ii) of the Act 12 and Rule 

19b–4(f)(2) 13 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. If the 

Commission takes such action, the 

Commission shall institute proceedings 

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 (http://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include file number SR– 

NYSENAT–2023–30 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–NYSENAT–2023–30. This 

file number should be included on the 

subject line if email is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

internet website (http://www.sec.gov/ 

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for website viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE, 

Washington, DC 20549, on official 

business days between the hours of 10 

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–NYSENAT–2023–30 and should be 

submitted on or before February 8, 2024. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.14

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–00920 Filed 1–17–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–99340; File No. SR– 

CboeEDGA–2024–001] 

Self-Regulatory Organizations; Cboe 

EDGA Exchange, Inc.; Notice of Filing 

and Immediate Effectiveness of a 

Proposed Rule Change To Amend Its 

Fee Schedule To Modify Historical 

Depth Data Fees 

January 12, 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 January 2, 

2024, Cboe EDGA Exchange, Inc. (the 

‘‘Exchange’’ or ‘‘EDGA’’) filed with the 

Securities and Exchange Commission 

(‘‘Commission’’) the proposed rule 

change as described in Items I, II, and 

III below, which Items have been 

prepared by the Exchange. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 

I. Self-Regulatory Organization’s

Statement of the Terms of Substance of

the Proposed Rule Change

Cboe EDGA Exchange, Inc. (the 

‘‘Exchange’’ or ‘‘EDGA’’) proposes to 

amend its Fees Schedule. The text of the 

proposed rule change is provided in 

Exhibit 5. 

The text of the proposed rule change 

is also available on the Exchange’s 

website (http://markets.cboe.com/us/ 

equities/regulation/rule_filings/edga/), 

at the Exchange’s Office of the 

Secretary, 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 

Exchange 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 these 

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 aspects of such 

statements. 

A. Self-Regulatory Organization’s

Statement of the Purpose of, and

Statutory Basis for, the Proposed Rule

Change

1. Purpose

The Exchange proposes to amend its

Fees Schedule, effective January 2, 

2024. 

By way of background, the Exchange 

currently makes available for purchase 

Depth Data, which is a daily archive of 

the Exchange’s depth of book real-time 

feed, which provides depth-of-book 

quotations and execution information 

based on equity orders entered into the 

System.3 The Exchange also offers 

Historical Depth Data, which offers such 

data on a historical basis, i.e., T+1 or 

later, dating back to September 2019. 

The Depth Data and Historical Depth 

Data are available for purchase to 

Members and Non-Members on the 

Cboe LiveVol, LLC (‘‘LiveVol’’) 

website,4 for internal use only; LiveVol 

is a wholly owned subsidiary of the 

Exchange’s parent company, Cboe 

Global Markets, Inc. 

The Exchange’s affiliated equities and 

options exchanges (i.e., Cboe BZX 

Exchange, Inc. (‘‘BZX’’), Cboe Exchange, 

Inc. (‘‘Cboe Options’’), Cboe C2 

Exchange, Inc. (‘‘C2 Options’’), Cboe 

EDGX Exchange, Inc. (‘‘EDGX’’), and 

Cboe BYX Exchange, Inc. (‘‘BYX’’) 

(collectively, ‘‘Affiliates’’) also offer 

similar data products.5 Particularly, 

each of the Exchange’s Affiliates offer a 

daily and historical archive of their 

depth of book real-time feed with 

execution information based on their 

trading activity that is substantially 

similar to the information provided by 


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Federal Register / Vol. 89, No. 12 / Thursday, January 18, 2024 / Notices 3471 

6See Securities Exchange Act Release No. 73759 

(December 5, 2014), 79 FR 73676 (December 11, 

2014) (SR–EDGA–2014–30). 

7As part of the proposed rule change, the 

Exchange also proposes to remove the fee related 

to delivery per 1TB drive of data as the Exchange 

does not provide 1TB drives anymore. 

8See, e.g., https://www.nasdaqtrader.com/ 

Trader.aspx?id=DPPriceListOptions#nom; and 

https://www.nyse.com/publicdocs/nyse/data/ 

NYSE_Market_Data_Fee_Schedule.pdf. 

9 15 U.S.C. 78f(b). 

10 15 U.S.C. 78f(b)(5). 

11 Id. 

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

13See Securities Exchange Act Release No. 51808 

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

(‘‘Regulation NMS Adopting Release’’). 

14See NetCoalition v. SEC, 615 F.3d 525, 535 

(D.C. Cir. 2010) (‘‘NetCoalition I’’) (quoting H.R. 

Rep. No. 94–229 at 92 (1975), as reprinted in 1975 

U.S.C.C.A.N. 323). 

15 Id. at 535. 

16See Securities Exchange Act Release No. 34– 

90217 (October 16, 2020), 85 FR 67392 (October 22, 

2020) (SR–NYSENAT–2020–05) (Order Approving a 

Proposed Rule Change to Establish Fees for the 

NYSE National Integrated Feed) (internal quotation 

marks omitted), quoting Securities Exchange Act 

Release No. 59039 (December 2, 2008), 73 FR 

74770, 74781 (December 9, 2008) (NYSE ArcaBook 

Approval Order). 

17See Cboe Global Markets, U.S. Equities Market 

Volume Summary, Month-to-Date (December 8, 

2023), available at https://www.cboe.com/us/ 

equities/market_statistics/. 

18See supra note 8. 

the Exchange through its Depth Data 

products. 

Currently, the Exchange charges a fee 

of $500 per month of Historical Depth 

Data accessed by a user. This fee has 

been in place, without change, since 

2014 when the Exchange began charging 

for access to historical quotation and 

transactions data from the Exchange via 

its Historical Depth Data product.6 In 

the time since, the Exchange has made 

a number of significant enhancements to 

its platform, including, among other 

things, implementing a more efficient 

means of data delivery (via SFTP rather 

than shipment of hard drives), which 

consequently increases the value of the 

market data product. 

The Exchange now proposes to 

increase the fee from $500 to $1,000 per 

month of Historical Depth Data accessed 

by a user.7 As is currently the case, the 

data will be provided to data recipients 

for internal use only, and thus, no 

redistribution will be permitted. 

The Exchange notes that the Depth 

Data products, including the Historical 

Depth Data, are completely voluntary 

products, in that the Exchange is not 

required by any rule or regulation to 

make the reports or services available 

and that potential subscribers may 

purchase it only if they voluntarily 

choose to do so. Further, the Exchange 

notes that other exchanges offer similar 

products for a fee.8

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.9 Specifically, the 

Exchange believes the proposed rule 

change is consistent with the section 

6(b)(5) 10 requirements that the rules of 

an exchange be 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 regulating, clearing, settling, 

processing information with respect to, 

and 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. 

Additionally, the Exchange believes the 

proposed rule change is consistent with 

the section 6(b)(5) 11 requirement that 

the rules of an exchange not be designed 

to permit unfair discrimination between 

customers, issuers, brokers, or dealers. 

The Exchange also believes the 

proposed rule change is consistent with 

section 6(b)(4) of the Act,12 which 

requires that Exchange rules provide for 

the equitable allocation of reasonable 

dues, fees, and other charges among its 

Members and other persons using its 

facilities. 

In adopting Regulation NMS, the 

Commission granted self-regulatory 

organizations (‘‘SROs’’) and brokerdealers increased authority and 

flexibility to offer new and unique 

market data to the public. The 

Commission has repeatedly expressed 

its preference for competition over 

regulatory intervention in determining 

prices, products, and services in the 

securities markets. Particularly, in 

Regulation NMS, the Commission 

highlighted the importance of market 

forces in determining prices and SRO 

revenues and, also, recognized that 

current regulation of the market system 

‘‘has been remarkably successful in 

promoting market competition in its 

broader forms that are most important to 

investors and listed companies.’’ 13

With respect to market data, the 

decision of the United States Court of 

Appeals for the District of Columbia 

Circuit in NetCoalition v. SEC upheld 

the Commission’s reliance on the 

existence of competitive market 

mechanisms to evaluate the 

reasonableness and fairness of fees for 

proprietary market data: 

‘‘In fact, the legislative history indicates 

that the Congress intended that the market 

system ‘evolve through the interplay of 

competitive forces as unnecessary regulatory 

restrictions are removed’ and that the SEC 

wield its regulatory power ‘in those 

situations where competition may not be 

sufficient,’ such as in the creation of a 

‘consolidated transactional reporting 

system.’ ’’ 14

The court agreed with the 

Commission’s conclusion that 

‘‘Congress intended that ‘competitive 

forces should dictate the services and 

practices that constitute the U.S. 

national market system for trading 

equity securities.’ ’’ 15

More recently, the Commission 

confirmed that it applies a ‘‘marketbased’’ test in its assessment of market 

data fees, and that under that test: 

the Commission considers whether the 

exchange was subject to significant 

competitive forces in setting the terms of its 

proposal for [market data], including the 

level of any fees. If an exchange meets this 

burden, the Commission will find that its fee 

rule is consistent with the Act unless there 

is a substantial countervailing basis to find 

that the terms of the rule violate the Act or 

the rules thereunder.16

The Exchange operates in a highly 

competitive environment. Indeed, there 

are currently 16 registered equities 

exchanges that trade equities. Based on 

publicly available information, no single 

equities exchange has more than 13% of 

the equity market share.17 Making 

similar data products available to 

market participants fosters competition 

in the marketplace, and constrains the 

ability of exchanges to charge 

supercompetitive fees. In the event that 

a market participant views one 

exchange’s data product as more 

attractive than the competition, that 

market participant can, and often does, 

switch between similar products. The 

proposed fees are a result of the 

competitive environment of the U.S. 

equities industry as the Exchange seeks 

to increase fees for Historical Depth 

Data, while continuing to attract 

purchasers. 

The Exchange’s Historical Depth Data 

is a competitively priced alternative to 

historical depth of book data 

disseminated by other national 

securities exchanges. The Exchange’s 

Depth Data products, including 

Historical Depth Data, benefits a wide 

range of investors that participate in the 

national market system. As noted above, 

Nasdaq and NYSE have a similar Depth 

Data offerings for a charge.18 The 

Exchange therefore believes that the 

proposed fees are reasonable and set at 

a level to compete with other equity 


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3472 Federal Register / Vol. 89, No. 12 / Thursday, January 18, 2024 / Notices 

19See supra note 8. 

20 15 U.S.C. 78s(b)(3)(A). 

21 17 CFR 240.19b–4(f). 

exchanges that offer similar reports. 

Indeed, proposing fees that are 

excessively higher than established fees 

for similar data products would simply 

serve to reduce demand for the 

Exchange’s data product, which as 

noted, is entirely optional. As such, if a 

market participant views another 

exchange’s potential report as more 

attractive, then such market participant 

can merely choose not to purchase the 

Exchange’s Historical Depth Data 

offering and instead purchase another 

exchange’s similar data product, which 

offers similar data points, albeit based 

on other market’s trading activity. 

Further, the Exchange believes the 

fees are reasonable, as even with the 

proposed fee increase, they continue to 

represent a relatively modest fee for 

historical depth of book data that has 

proven valuable for investors. The 

Exchange believes the fee, as proposed, 

remains reasonable, as the moderate 

increase is the first increase to the fee 

since 2014. 

The Exchange also believes that the 

proposed fee is reasonable because it is 

reasonably aligned with the value and 

benefits provided to users that choose to 

purchase Historical Depth Data from the 

Exchange. As discussed above, 

Historical Depth Data may be beneficial 

to Members and non-Members as it may 

provide helpful trading information 

regarding investor sentiment that may 

allow market participants to make more 

informed trading decisions and may be 

used to create and test trading models 

and analytical strategies and provide 

comprehensive insight into trading on 

the Exchange. As noted above, since 

first introducing the Historical Depth 

Data product offering, the Exchange has 

made a number of significant 

enhancements to its platform, including, 

among other things, implementing a 

more efficient means of data delivery 

(via SFTP rather than shipment of hard 

drives), which consequently increases 

the value of the market data product. 

In addition, the Exchange believes 

that the proposed fees are equitable and 

not unfairly discriminatory because they 

will apply to all similarly situated 

Members and non-Members that choose 

to purchase Historical Depth Data 

equally. As stated, Historical Depth Data 

is completely optional and not 

necessary for trading. Rather, the 

Exchange voluntarily makes Historical 

Depth Data available, and users may 

choose to purchase the data based on 

their own individual business needs. 

Potential purchasers may purchase 

Historical Depth Data at any time if they 

believe it to be valuable or may decline 

to purchase it. Moreover, several other 

exchanges offer a similar data product 

which offer the same type of data 

content through similar reports.19

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. The 

Exchange operates in a highly 

competitive environment in which the 

Exchange must continually adjust its 

fees to remain competitive. Because 

competitors are free to modify their own 

fees in response, the Exchange believes 

that the degree to which fee changes in 

this market may impose any burden on 

competition is extremely limited. As 

discussed above, the Exchange’s 

Historical Depth Data offering is subject 

to direct competition from several other 

exchanges that offer similar data 

products. The proposed rule changes are 

grounded in the Exchange’s efforts to 

compete more effectively. In this 

competitive environment, potential 

purchasers are free to choose which, if 

any, similar product to purchase to 

satisfy their need for market 

information. As a result, the Exchange 

believes this proposed rule change 

permits fair competition among national 

securities exchanges. 

Additionally, the Exchange believes 

the proposed rule change does not 

impose any burden on intramarket 

competition that is not necessary or 

appropriate in furtherance of the 

purposes of the Act. The proposed 

Historical Depth Data fees will apply 

equally to Members and non-Members 

who purchase Historical Depth Data. 

Moreover, purchase of Historical Depth 

Data is optional. 

Finally, the Exchange believes the 

proposed rule change does not impose 

any burden on intermarket competition 

that is not necessary or appropriate in 

furtherance of the purposes of the Act. 

As previously discussed, similar 

products are offered by Nasdaq and 

NYSE. Moreover, the Commission has 

repeatedly expressed its preference for 

competition over regulatory 

intervention in determining prices, 

products, and services in the securities 

markets. Specifically, in Regulation 

NMS, the Commission highlighted the 

importance of market forces in 

determining prices and SRO revenues 

and, also, recognized that current 

regulation of the market system ‘‘has 

been remarkably successful in 

promoting market competition in its 

broader forms that are most important to 

investors and listed companies.’’ The 

fact that this market is competitive has 

also long been recognized by the courts. 

In NetCoalition v. Securities and 

Exchange Commission, the D.C. Circuit 

stated as follows: ‘‘[n]o one disputes 

that competition for order flow is 

‘fierce.’ . . . As the SEC explained, ‘[i]n 

the U.S. national market system, buyers 

and sellers of securities, and the brokerdealers that act as their order-routing 

agents, have a wide range of choices of 

where to route orders for execution’; 

[and] ‘no exchange can afford to take its 

market share percentages for granted’ 

because ‘no exchange possesses a 

monopoly, regulatory or otherwise, in 

the execution of order flow from broker 

dealers’. . . .’’. Accordingly, the 

Exchange does not believe its proposal 

imposes any burden on intermarket 

competition that is not necessary or 

appropriate in furtherance of the 

purposes of the Act. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

The Exchange neither solicited nor 

received comments on 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 pursuant to section 19(b)(3)(A) 

of the Act 20 and paragraph (f) of Rule 

19b–4 21 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. If the 

Commission takes such action, the 

Commission will institute proceedings 

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 


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Federal Register / Vol. 89, No. 12 / Thursday, January 18, 2024 / Notices 3473 

22 17 CFR 200.30–3(a)(12). 

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

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

4The Exchange previously filed to amend the Fee 

Schedule on December 27, 2023, for January 2, 2024 

effectiveness (SR–NYSEARCA–2023–86), and 

withdrew such filing on January 10, 2024. 

5 ‘‘Exchange Traded Products’’ is defined in 

footnote 3 of the current Schedule of Fees and 

Charges. 

6See Fee Schedule, ANNUAL FEE (PAYABLE 

JANUARY IN EACH CALENDAR YEAR), Section 

6.a. & Section 6.b. 

• Send an email to rule-comments@

sec.gov. Please include file number SR– 

CboeEDGA–2024–001 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–CboeEDGA–2024–001. 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–CboeEDGA–2024–001 and should 

be submitted on or before February 8, 

2024. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.22

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–00921 Filed 1–17–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–99327; File No. SR– 

NYSEARCA–2024–03] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change To Amend Its Schedule of 

Fees and Charges 

January 11, 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 January 

10, 2024, 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 and II 

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 

Schedule of Fees and Charges (the ‘‘Fee 

Schedule’’) regarding annual fees 

applicable to Exchange Traded 

Products. The Exchange proposes to 

implement the fee changes effective 

January 10, 2024.4 The proposed rule 

change is available on the Exchange’s 

website at www.nyse.com, at the 

principal office of the Exchange, and at 

the Commission’s Public Reference 

Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

self-regulatory organization included 

statements concerning the purpose of, 

and basis for, the proposed rule change 

and discussed any comments it received 

on the proposed rule change. The text 

of those statements may be examined at 

the places specified in Item IV below. 

The Exchange has prepared summaries, 

set forth in sections A, B, and C below, 

of the most significant parts of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to amend the 

Fee Schedule regarding annual fees for 

Exchange Traded Products (‘‘ETPs’’).5

The proposed change responds to the 

current extremely competitive 

environment for ETP listings, in which 

issuers can readily favor competing 

venues or transfer their listings if they 

deem fee levels at a particular venue to 

be excessive or discount opportunities 

available at other venues to be more 

favorable. In response to the competitive 

environment for listings, the Exchange 

proposes to amend the Fee Schedule to 

(1) modify the annual fees for ETPs set 

forth in the tables in Sections 6.a. and 

6.b. of the Annual Fee section of the Fee 

Schedule; (2) provide for reduced 

annual fees for qualifying ETPs; and (3) 

provide for discounted annual fees for 

fund families with ETPs exclusively 

listed on the Exchange. 

The Exchange proposes to implement 

the fee changes effective January 2, 

2024. 

Proposed Rule Change 

Annual fees are assessed each January 

in the first full calendar year following 

the year of listing. Currently, the 

Exchange’s annual fees for ETPs are 

based on the number of shares 

outstanding per issue and then are 

further differentiated based on whether 

or not the ETP tracks an index, has a 

maturity date, or provides an expected 

return over a specific outcome period.6

The aggregate total shares outstanding is 

calculated based on the total shares 

outstanding as reported by the fund 

issuer or fund ‘‘family’’ in its most 

recent periodic filing with the 

Commission or other publicly available 

information. Annual fees apply 

regardless of whether any of these funds 

are listed elsewhere. 

Currently, Section 6.a. provides for 

annual fees as follows for ETPs 

(excluding Managed Fund Shares, 

Active Proxy Portfolio Shares, Managed 

Trust Securities, and Managed Portfolio 

Shares) and Exchange-Traded Fund 

Shares listed under Rule 5.2–E(j)(8) that 

track an index, have a maturity date, or 

provide an expected return over a 

specific outcome period: 


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