Federal Register / Vol. 89, No. 182 / Thursday, September 19, 2024 / Notices 76899 

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

2 17 CFR 240.19b–4. 

3 The Exchange initially filed the proposed fee 

change on August 30, 2024 (SR–CboeBZX–2024– 

081). On September 10, 2024, the Exchange 

withdrew that filing and submitted this proposal. 

4 As defined in Rule 11.8(e)(1)(A), the term ‘‘ETP’’ 

means any security listed pursuant to Exchange 

Rule 14.11. 

5 A ‘‘Legacy Listing’’ is an ETP that was listed on 

the Exchange prior to January 1, 2019. See 

Exchange Rule 14.13(b)(2)(E)(i). 

6 A ‘‘New Listing’’ is an ETP that first lists on the 

Exchange or has been listed on for fewer than three 

calendar months on the ETP’s first trading day of 

the year. See Exchange Rule 14.13(b)(2)(E)(ii). 

7 An ‘‘Outcome Strategy Series’’ are multiple 

ETPs listed by the same issuer that are each 

designed to provide a pre-defined set of returns; 

over a specified outcome period; based on the 

performance of the same underlying instruments; 

and each employ the same outcome strategy for 

achieving the pre-defined set of returns (each an 

‘‘Outcome Strategy ETP’’ and, collectively, an 

‘‘Outcome Strategy Series’’). See Exchange Rule 

14.13(b)(2)(E)(iii). 

8 A ‘‘Transfer Listing’’ is an ETP that transfers 

listing from another national securities exchange to 

the Exchange. See Exchange Rule 

14.13(b)(1)(B)(v)(b). 

issuer prepares 75% of the 2,460 annual 

burden hours for a total reporting 

burden of (1,230 issuers × 2 hours per 

issuer × 0.75) 1,845 hours. In addition, 

we estimate that an issuer distributes a 

notice to five directors and executive 

officers at an estimated 5 minutes per 

notice (1,230 blackout period × 5 notices 

× 5 minutes) for a total reporting burden 

of 512 hours. The combined annual 

reporting burden is (1,845 hours + 512 

hours) 2,357 hours. 

Written comments are invited on: (a) 

whether this proposed collection of 

information is necessary for the proper 

performance of the functions of the 

agency, including whether the 

information will have practical utility; 

(b) the accuracy of the agency’s estimate 

of the burden imposed by the collection 

of information; (c) ways to enhance the 

quality, utility, and clarity of the 

information collected; and (d) ways to 

minimize the burden of the collection of 

information on respondents, including 

through the use of automated collection 

techniques or other forms of information 

technology. Consideration will be given 

to comments and suggestions submitted 

in writing within 60 days of this 

publication by November 18, 2024. 

An agency may not conduct or 

sponsor, and a person is not required to 

respond to, a collection of information 

unless it displays a currently valid 

control number. 

Please direct your written comment to 

Austin Gerig, Director/Chief Data 

Officer, Securities and Exchange 

Commission, c/o Oluwaseun Ajayi, 100 

F Street NE, Washington, DC 20549 or 

send an email to: PRA_Mailbox@

sec.gov. 

Dated: September 16, 2024. 

Vanessa A. Countryman, 

Secretary. 

[FR Doc. 2024–21425 Filed 9–18–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–101020; File No. SR– 

CboeBZX–2024–083] 

Self-Regulatory Organizations; Cboe 

BZX Exchange, Inc.; Notice of Filing 

and Immediate Effectiveness of a 

Proposed Rule Change To Amend the 

Fees Applicable to Securities Listed on 

the Exchange, Which Are Set Forth in 

BZX Rule 14.13, Company Listing Fees 

September 13, 2024. 

Pursuant to Section 19(b)(1) of the 

Securities Exchange Act of 1934 (the 

‘‘Act’’),1 and Rule 19b–4 thereunder,2

notice is hereby given that on 

September 11, 2024, Cboe BZX 

Exchange, Inc. (the ‘‘Exchange’’ or 

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

the ‘‘Exchange’’) is filing with the 

Securities and Exchange Commission 

(‘‘Commission’’ or ‘‘SEC’’) a proposed 

rule change to amend the fees 

applicable to securities listed on the 

Exchange, which are set forth in BZX 

Rule 14.13, Company Listing Fees. 

Changes to the fee schedule pursuant to 

this proposal are effective upon filing. 

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/BZX/), 

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 submits this proposal 

to adopt new Rule 14.13(b)(2)(E)(iv) in 

order to create an annual pricing cap for 

Defined Distribution Strategy Series, as 

defined below, that are listed on the 

Exchange.3 The Exchange is also 

proposing to make a corresponding nonsubstantive numbering change to make 

current Rule 14.13(b)(2)(E)(iv) become 

14.13(b)(2)(E)(v) and to add language to 

proposed Rule 14.13(b)(2)(v) in order to 

make clear that exchange-traded 

products (‘‘ETPs’’) 4 that are subject to 

the new pricing for Defined Distribution 

Strategy Series would not be subject to 

the fees applicable under Rule 

14.13(b)(2)(v) in the same way that 

Legacy Listings,5 New Listings,6 an 

Outcome Strategy ETP 7 subject to Rule 

14.13(b)(2)(E)(iii), and Transfer 

Listings 8 are not subject to such fees. 

The Exchange is proposing to create a 

cap on annual fees where an issuer lists 

a series of ETPs that are each designed 

to provide (i) pre-defined set of cash 

distributions; (ii) over two specified 

periods with the first period beginning 

at inception until a pre-defined date and 

the second period beginning at that predefined date until another pre-defined 

date by which the ETP intends to 

distribute substantially all of its assets 

and liquidate the fund; (iii) where the 

first period defined distributions are 

based on the market conditions at the 

beginning of the first period, and the 

second period defined distributions are 

based on the market conditions at the 

beginning of the second period; and (iv) 

each employ the same strategy for 

achieving the pre-defined distributions 

(each a ‘‘Defined Distribution Strategy 

ETP’’ and collectively a ‘‘Defined 

Distribution Strategy Series’’). The 

Exchange is proposing that such annual 

fees for Defined Distribution Strategy 

Series will be capped at $16,000 per 

year. 

As an example, a Defined Distribution 

Strategy ETP would include an ETP that 


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76900 Federal Register / Vol. 89, No. 182 / Thursday, September 19, 2024 / Notices 

9 An Outcome Strategy Series is comprised of 

multiple ETPs listed by an issuer that are designed 

to provide a pre-defined set of returns; over a 

specified outcome period; based on the 

performance of the same underlying instruments; 

and each employ the same outcome strategy for 

achieving the pre-defined set of returns (each an 

‘‘Outcome Strategy ETP’’). See Exchange Rule 

14.13(b)(2)(E)(iii). 

10 See Securities Exchange Act No. 86956 

(September 12, 2019) 84 FR 49128 (September 18, 

2019) (SR–CboeBZX–2019–081). 

11 15 U.S.C. 78f(b). 

12 15 U.S.C. 78f(b)(5). 

13 Id. 

14 15 U.S.C. 78f(b)(4). 

intends to make an identical cash 

distribution each month equal to, for 

example, $0.0833 per outstanding share 

of the fund, for a total of $1.00 per share 

per year for 20 years. The Defined 

Distribution Strategy ETP would 

achieve the identical cash distributions 

by investing in specified securities 

consistent with the fund’s investment 

objective. At the conclusion of the first 

20-year period a second pre-defined 

period would commence and the ETP 

would seek to achieve a new identical 

pre-defined cash distributions each 

month based on the specified securities 

of the same investment strategy of the 

first period. For example, $0.0417 per 

outstanding share of the fund, for a total 

of $0.50 per per year. At the end of the 

second 20-year period, the Defined 

Distribution Strategy ETP will have 

distributed substantially all of its assets 

and would liquidate the fund (the 

‘‘planned liquidation date’’). The 

Defined Distribution Strategy Series 

would include multiple ETPs that 

employ the same described strategy but 

would be applied across ETPs with 

planned liquidation dates occurring on 

a yearly basis. 

With this in mind, the Exchange is 

proposing to cap the maximum listing 

fee per year for a Defined Distribution 

Strategy Series at $16,000. Using the 

example above, if the issuer listed 10 

ETPs employing the defined 

distribution strategy, the annual fee on 

a per ETP basis would be $7,000, and 

assuming each of the ETPs would 

otherwise be subject to the Exchange’s 

maximum annual listing fee, a total of 

$70,000 for the Defined Distribution 

Strategy Series. Under the proposed fee 

cap, the Defined Distribution Strategy 

Series would be subject to a maximum 

total annual fee of $16,000 for the 

Defined Distribution Strategy Series, 

which would result in a $1,600 annual 

fee on a per ETP basis. 

The proposed fee cap for Defined 

Distribution Strategy Series is identical 

to that applicable to Outcome Strategy 

Series 9 that was adopted in 2019.10 The 

Exchange believes that applying the 

same fee cap is appropriate for Defined 

Distribution Strategy Series given its 

similar attributes to Outcome Strategy 

Series. Specifically, like Outcome 

Strategy Series, Defined Distribution 

Strategy Series involve multiple ETPs 

with identical strategies. While 

Outcome Strategy ETPs allow investors 

the opportunity to choose the Outcome 

Strategy ETP with the most appropriate 

pre-determined period of time (i.e., 

‘‘outcome period’’), Defined Distribution 

Strategy ETPs allow investors the 

opportunity to choose the Defined 

Distribution Strategy ETP with the most 

appropriate time horizon or target date. 

Listing numerous ETPs with different 

time horizons allows investors to choose 

the Defined Distribution Strategy ETP 

with the most appropriate time horizon 

for their investment purposes. Further, 

providing a cap on annual listing fees 

for such ETPs will ensure that listing 

fees will not be the basis for such 

additional Defined Distribution Strategy 

ETPs not being available to investors. 

With this in mind, the Exchange is 

proposing to cap the maximum listing 

fee per year for a Defined Distribution 

Strategy Series at $16,000. The 

Exchange does not currently list any 

Defined Distribution Strategy ETPs on 

the Exchange but expects that at least 

one issuer will list such ETPs on the 

Exchange in the coming months. 

The Exchange proposes to implement 

these amendments upon filing. 

2. Statutory Basis 

The Exchange believes the proposed 

rule change is consistent with the Act 

and the rules and regulations 

thereunder applicable to the Exchange 

and, in particular, the requirements of 

Section 6(b) of the Act.11 Specifically, 

the Exchange believes the proposed rule 

change is consistent with the Section 

6(b)(5) 12 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) 13 requirement that 

the rules of an exchange not be designed 

to permit unfair discrimination between 

customers, issuers, brokers, or dealers as 

well as Section 6(b)(4) 14 as it is 

designed to provide for the equitable 

allocation of reasonable dues, fees and 

other charges among its Members and 

other persons using its facilities. 

The Exchange also notes that its ETP 

listing business operates in a highlycompetitive market in which ETP 

issuers can readily transfer their listings 

if they deem fee levels or any other 

factor at a particular venue to be 

insufficient or excessive. The proposed 

rule changes reflect a competitive 

pricing structure designed to incentivize 

issuers to list new products and transfer 

existing products to the Exchange, 

which the Exchange believes will 

enhance competition both among ETP 

issuers and listing venues, to the benefit 

of investors. 

The Proposed Fee Cap Is An Equitable 

Allocation of Fees 

The Exchange believes that the 

proposed cap on fees for Defined 

Distribution Strategy Series and the 

associated changes is equitable because 

it is available to all issuers and applies 

equally to all Defined Distribution 

Strategy Series. The Exchange believes 

that providing a fee cap for such ETPs 

is a more reasonable and equitable 

approach than the current fee structure 

based on the unique features that create 

the need to offer multiple ETPs based on 

the same strategy. 

The Exchange notes that the proposed 

fee structure is a cap on fees for Defined 

Distribution Strategy Series and will 

only act to leave static or reduce fees for 

ETPs listed on the Exchange. Further, 

this proposal will decrease the fees 

associated with listing ETPs with 

varying time horizons on the Exchange, 

which will reduce the barriers to entry 

into the space and incentivize enhanced 

competition among issuers of Defined 

Distribution Strategy ETPs, to the 

benefit of investors. 

The Proposed Fee Cap Is Not Unfairly 

Discriminatory 

The Exchange also believes that the 

proposed cap on fees for Defined 

Distribution Strategy Series and the 

associated changes is not unfairly 

discriminatory because, while it only 

applies to Defined Distribution Strategy 

ETPs, it represents a significantly 

improved approach to annual listing 

fees for ETPs that by their nature require 

multiple listings. As noted above, 

Defined Distribution Strategy ETPs are 

similar to Outcome Strategy ETPs and 

warrant revisiting the ETP listing 

pricing model. Listing numerous ETPs 

with different time horizons allows 

investors the opportunity to choose the 

Defined Distribution Strategy ETP with 

the most appropriate time horizon for 


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Federal Register / Vol. 89, No. 182 / Thursday, September 19, 2024 / Notices 76901 

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

16 17 CFR 240.19b–4(f). 

their investment purposes. Providing a 

cap on annual listing fees for such ETPs 

will ensure that listing fees will not be 

the basis for such additional time 

horizons not being available to 

investors. The Exchange also notes that 

the incremental ongoing regulatory 

burden associated with listing an 

additional Defined Distribution Strategy 

ETP is reduced as compared to the 

incremental regulatory burden 

associated with listing additional nonDefined Distribution Strategy ETPs. 

Specifically, each Defined Distribution 

Strategy ETP in an Defined Distribution 

Strategy Series is based on the same 

reference instrument, utilizes the same 

investment strategy, has nearly identical 

holdings to the other Defined 

Distribution Strategy ETPs in the 

Defined Distribution Strategy Series, 

and, to the extent that such Defined 

Distribution Strategy ETPs are listed 

pursuant to an exchange rule filing, 

subject to the same continued listing 

obligations related to permissible 

holdings and portfolio limitations. As 

such, any testing, monitoring, or 

surveillance for compliance with 

continued listing standards and 

obligations applicable to a particular 

Defined Distribution Strategy ETP will 

be nearly identical across the entirety of 

the Defined Distribution Strategy Series, 

allowing the Exchange’s regulatory 

personnel to leverage the same 

processes across each Defined 

Distribution Strategy ETP, which 

substantially reduces the regulatory 

burden applicable for each Defined 

Distribution Strategy ETP. Accordingly, 

the Exchange believes that the proposed 

cap on listing fees on Defined 

Distribution Strategy ETPs is not 

unfairly discriminatory due to their 

unique operation. 

Further, the Exchange notes that an 

issuer will only receive the benefit of 

the annual fee cap if they accrue greater 

than $16,000 in listing fees for a 

particular Defined Distribution Strategy 

Series. The Exchange notes that the 

proposed fee structure is a cap on fees 

for Defined Distribution Strategy Series 

and will only act to leave static or 

reduce fees for ETPs listed on the 

Exchange. This proposal will decrease 

the fees associated with listing Defined 

Distribution Strategy ETPs on the 

Exchange, which will reduce the 

barriers to entry into the space and 

incentivize enhanced competition 

among issuers of Defined Distribution 

Strategy ETPs, also to the benefit of 

investors. 

The Proposed Fee Cap Is Reasonable 

The Exchange believes that the 

proposed cap on fees for Defined 

Distribution Strategy Series and the 

associated changes is a reasonable 

means to incentivize issuers to list (or 

transfer) Defined Distribution Strategy 

ETPs on the Exchange. The marketplace 

for listings is extremely competitive and 

there are several other national 

securities exchanges that offer ETP 

listings. Transfers between listing 

venues occur frequently for numerous 

reasons, including listing fees. The 

proposed rule changes reflect a 

competitive pricing structure designed 

to incentivize issuers to list new 

products and transfer existing products 

to the Exchange, which the Exchange 

believes will enhance competition both 

among ETP issuers and listing venues, 

to the benefit of investors. 

The Exchange believes that this 

proposal represents a significantly 

improved approach to annual listing 

fees for ETPs that by their nature require 

multiple listings. The proposed fee 

structure is a cap on fees for Defined 

Distribution Strategy Series and will 

only act to leave static or reduce fees for 

ETPs listed on the Exchange. This 

proposal is intended to help the 

Exchange compete as an ETP listing 

venue. Furthermore, the proposed fee 

cap is identical to that applied to 

Outcome Strategy Series, which 

similarly by their nature require 

multiple listings. 

Based on the foregoing, the Exchange 

believes that the proposed rule changes 

are consistent with the Act. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule changes will impose 

any burden on competition not 

necessary or appropriate in furtherance 

of the purposes of the Act. The 

Exchange does not believe the proposed 

change burdens competition, but rather, 

enhances competition as it is intended 

to increase the competitiveness of BZX 

as a listing venue by providing better 

pricing for Defined Distribution Strategy 

Series. The marketplace for listings is 

extremely competitive and there are 

several other national securities 

exchanges that offer ETP listings. 

Transfers between listing venues occur 

frequently for numerous reasons, 

including listing fees. This proposal is 

intended to help the Exchange compete 

as an ETP listing venue. Accordingly, 

the Exchange does not believe that the 

proposed change will impair the ability 

of issuers or competing ETP listing 

venues to maintain their competitive 

standing. The Exchange also notes that 

the proposed change represents a 

competitive pricing structure designed 

to incentivize issuers to list new 

products and transfer existing products 

to the Exchange, which the Exchange 

believes will enhance competition both 

among ETP issuers and listing venues, 

to the benefit of investors. The Exchange 

believes that such proposed changes 

will directly enhance competition 

among ETP listing venues by reducing 

the costs associated with listing on the 

Exchange for Defined Distribution 

Strategy ETPs. Similarly, the Exchange 

believes that putting a cap on such ETPs 

will enhance competition both among 

listing venues of Defined Distribution 

Strategy ETPs and among issuers and 

issuances of Defined Distribution 

Strategy ETPs through an overall 

reduction of annual fees for listing such 

products. As such, the proposal is a 

competitive proposal designed to 

enhance pricing competition among 

listing venues and implement pricing 

for listings that better reflects the 

revenue and expenses associated with 

listing ETPs on the Exchange. 

The Exchange does not believe the 

proposed amendments would burden 

intramarket competition as they would 

be available to all issuers uniformly. 

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 15 and paragraph (f) of Rule 

19b–4 16 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. 


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76902 Federal Register / Vol. 89, No. 182 / Thursday, September 19, 2024 / Notices 

17 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3See Cboe Global Markets, U.S. Equities Market 

Volume Summary, Month-to-Date (August 22, 

2024), available at https://www.cboe.com/us/ 

equities/market_statistics/. 4See BYX Equities Fee Schedule, Standard Rates. 

5 Id. 

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– 

CboeBZX–2024–083 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–CboeBZX–2024–083. 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–CboeBZX–2024–083 and should be 

submitted on or before October 10, 

2024. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.17

Vanessa A. Countryman, 

Secretary. 

[FR Doc. 2024–21284 Filed 9–18–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–101022; File No. SR– 

CboeBYX–2024–033] 

Self-Regulatory Organizations; Cboe 

BYX Exchange, Inc.; Notice of Filing 

and Immediate Effectiveness of a 

Proposed Rule Change To Amend Its 

Fee Schedule Regarding Add Volume 

Tiers 

September 13, 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 

September 3, 2024, Cboe BYX Exchange, 

Inc. (the ‘‘Exchange’’ or ‘‘BYX’’) 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 BYX Exchange, Inc. (the 

‘‘Exchange’’ or ‘‘BYX’’) proposes to 

amend its Fee 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/BYX/), 

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 

Fee Schedule applicable to its equities 

trading platform (‘‘BYX Equities’’) by 

modifying the criteria of Add Volume 

Tiers 1 and 2 and the rate associated 

with Add Volume Tier 1. The Exchange 

proposes to implement these changes 

effective September 3, 2024. 

The Exchange first notes that it 

operates in a highly competitive market 

in which market participants can 

readily direct order flow to competing 

venues if they deem fee levels at a 

particular venue to be excessive or 

incentives to be insufficient. More 

specifically, the Exchange is only one of 

16 registered equities exchanges, as well 

as a number of alternative trading 

systems and other off-exchange venues 

that do not have similar self-regulatory 

responsibilities under the Securities 

Exchange Act of 1934 (the ‘‘Act’’), to 

which market participants may direct 

their order flow. Based on publicly 

available information,3 no single 

registered equities exchange has more 

than 16% of the market share. Thus, in 

such a low-concentrated and highly 

competitive market, no single equities 

exchange possesses significant pricing 

power in the execution of order flow. 

The Exchange in particular operates a 

‘‘Taker-Maker’’ model whereby it pays 

credits to members that remove 

liquidity and assesses fees to those that 

add liquidity. The Exchange’s Fee 

Schedule sets forth the standard rebates 

and rates applied per share for orders 

that remove and provide liquidity, 

respectively. Currently, for orders in 

securities priced at or above $1.00, the 

Exchange provides a standard rebate of 

$0.00200 per share for orders that 

remove liquidity and assesses a fee of 

$0.00200 per share for orders that add 

liquidity.4 For orders in securities 

priced below $1.00, the Exchange does 

not assess any fees for orders that add 

liquidity, and provides a rebate in the 

amount of 0.10% of the total dollar 

value for orders that remove liquidity.5

Additionally, in response to the 

competitive environment, the Exchange 

also offers tiered pricing which provides 

Members opportunities to qualify for 

higher rebates or reduced fees where 

certain volume criteria and thresholds 


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