76906 Federal Register / Vol. 89, No. 182 / Thursday, September 19, 2024 / Notices 

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

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

4On August 1, 2024, the Exchange filed to amend 

the Fee Schedule (NYSEARCA–2024–63) and 

withdrew such filing on August 15, 2024 (SR– 

NYSEArca–2024–68), which latter filing the 

Exchange withdrew on August 30, 2024. 

5For purposes of this fee filing, ‘‘non-Customers’’ 

include: Lead Market Makers, NYSE Arca Market 

Makers, and Firm and Broker Dealers. The 

Exchange notes that this definition of ‘‘nonCustomers’’ does not include Professional 

Customers. 

6See proposed Fee Schedule, TRANSACTION 

FEE FOR ELECTRONIC EXECUTIONS—PER 

CONTRACT (increasing the non-Penny Take Fee for 

non-Customer from $1.10 to $1.20). The Exchange 

notes that Professional Customers are not impacted 

by this proposal and will continue to be assessed 

a non-Penny Take Fee of $1.10. See id. Also not 

impacted by this proposal are the per contract Take 

Fees for executions in Penny issues (the ‘‘Penny 

Take Fee’’), which Penny Take Fee will continue to 

be $0.50 for both non-Customers and Professional 

Customers and $0.49 for Customers. See id. 

7See, e.g., the Nasdaq Options Market LLC 

(‘‘NOM’’) Pricing Schedule at Options 7, Section 

2(1), available at: https://listingcenter.nasdaq.com/ 

rulebook/nasdaq/rules/nasdaq-options-7 (assessing 

per contract Take Fees in non-Penny issues of $1.25 

for non-Customers and $0.85 for both Professionals 

and Customers); and Nasdaq BX, Pricing Schedule 

at Options 7, Section 2(1), available at: https://

listingcenter.nasdaq.com/rulebook/bx/rules/bxoptions-7 (assessing per contract Take Fees in nonPenny issues of $1.25 for non-Customers, including 

Professionals, and $0.85 [sic] for Customers). 

8The qualifying volume for Take Fee discounts 

applies to executions in all issues (Penny and nonPenny) of liquidity taking interest or a combination 

of liquidity taking and liquidity adding (i.e., posted) 

interest on behalf of Professional Customers and 

Non-Customer execution. See, e.g., Fee Schedule, 

Take Fee Discount Qualification for Non-Penny 

Issues (providing a ($0.02) per contract Take Fee 

discount to OTP Holders (including non-Customers 

and Professional Customers) that execute ‘‘[a]t least 

0.65% of TCADV from Professional Customer and 

Non-Customer Liquidity Removing interest in all 

issues, plus at least 0.15% of TCADV from posted 

interest in all issues and all account types’’; or ‘‘[a]t 

least 1.50% of TCADV from Professional Customer 

and Non-Customer Liquidity Removing interest in 

all issues’’). The TCADV (or Total Industry 

Customer equity and ETF option average daily 

volume) includes OCC calculated Customer volume 

of all types, including Complex Order Transactions 

and QCC transactions, in equity and ETF options. 

See Fee Schedule, Endnote 8. 

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

10 15 U.S.C. 78f(b)(4) and (5). 

a representative survey or study of the 

costs of Commission rules and forms. 

The collection of information under rule 

17e–1 is required to obtain the benefits 

of the rule. The information provided 

under rule 17e–1 will not be kept 

confidential. 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 OMB control number. 

Written comments are invited on: (a) 

whether the proposed collection of 

information is necessary for the proper 

performance of the functions of the 

Commission, including whether the 

information shall have practical utility; 

(b) the accuracy of the Commission’s 

estimate of the burden of 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 

by November 18, 2024. 

An agency may not conduct or 

sponsor, and a person is not required to 

respond to, a collection of information 

under the PRA unless it displays a 

currently valid OMB control number. 

Please direct your written comments 

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. 2024–21427 Filed 9–18–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–101019; File No. SR– 

NYSEARCA–2024–72] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change To Amend the NYSE Arca 

Options Fee Schedule 

September 13, 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 August 

30, 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 the 

NYSE Arca Options Fee Schedule (‘‘Fee 

Schedule’’) regarding certain transaction 

fees. The Exchange proposes to 

implement the fee change effective 

August 30, 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 the 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The purpose of this filing is to amend 

the Fee Schedule to modify certain 

transaction fees. The Exchange proposes 

to implement the fee change effective 

August 30, 2024. 

Currently, the Exchange assesses a fee 

for orders executed by taking liquidity 

from the disseminated market (‘‘Take 

Liquidity Fee,’’ or ‘‘Take Fee’’). For nonCustomers and Professional Customers, 

the Exchange currently charges a per 

contract Take Fee of $1.10 for 

executions in non-Penny issues (the 

‘‘non-Penny Take Fee’’).5 The Exchange 

proposes to increase the non-Penny 

Take Fee for non-Customers to $1.20 per 

contract,6 which is within the range of 

fees charged by competing option 

exchanges.7 The Exchange believes that, 

despite this proposed increase, its 

pricing structure will remain attractive 

because the Exchange will continue to 

offer discounts on non-Penny Take Fees 

to non-Customers that meet certain 

minimum monthly volume 

qualifications in average electronic 

executions per day.8

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

Section 6(b) of the Act,9 in general, and 

furthers the objectives of Sections 

6(b)(4) and (5) of the Act,10 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 


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Federal Register / Vol. 89, No. 182 / Thursday, September 19, 2024 / Notices 76907 

11See Securities Exchange Act Release No. 51808 

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

(S7–10–04) (‘‘Reg NMS Adopting Release’’). 

12The OCC publishes options and futures volume 

in a variety of formats, including daily and monthly 

volume by exchange, available here: https://

www.theocc.com/Market-Data/Market-DataReports/Volume-and-Open-Interest/MonthlyWeekly-Volume-Statistics. 

13Based on a compilation of OCC data for 

monthly volume of equity-based options and 

monthly volume of equity-based ETF options, see 

id., the Exchanges market share in equity-based 

options increased from 12.23% for the month of 

June 2023 to 14.19% for the month of June 2024. 

14See supra note 7. 

15See supra note 8 (regarding the potential 

($0.02) per contract non-Penny Take Fee discount 

available to non-Customers (and Professional 

Customers) that meet certain minimum volume 

thresholds). 

16See supra note 7. 

17See supra note 8 (regarding the potential 

($0.02) per contract non-Penny Take Fee discount 

available to non-Customers (and Professional 

Customers) that meet certain minimum volume 

thresholds). 

18See Rule 1.1 (Customer and Professional 

Customer). 

19See Fee Schedule, TRANSACTION FEE FOR 

ELECTRONIC EXECUTIONS—PER CONTRACT 

(per the preamble to this section, ‘‘[u]nless 

Professional Customer executions are specifically 

delineated, such executions will be treated as 

‘Customer’ executions for fee/credit purposes’’). 

20See supra note 7. 

21See id. 

22See id. 

discriminate between customers, 

issuers, brokers or dealers. 

The proposed changes to the Fee 

Schedule are reasonable, equitable, and 

not unfairly discriminatory. As a 

threshold matter, the Exchange is 

subject to significant competitive forces 

in the market for options securities 

transaction services that constrain its 

pricing determinations in that 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.’’ 11

There are currently 17 registered 

options exchanges competing for order 

flow. Based on publicly-available 

information, and excluding index-based 

options, no single exchange has more 

than 16% of the market share of 

executed volume of multiply-listed 

equity and ETF options trades.12

Therefore, currently no exchange 

possesses significant pricing power in 

the execution of multiply-listed equity & 

ETF options order flow. More 

specifically, in June of 2024, the 

Exchange had 14.19% market share of 

executed volume of multiply-listed 

equity & ETF options trades.13 In such 

a low-concentrated and highly 

competitive market, no single options 

exchange possesses significant pricing 

power in the execution of option order 

flow. Within this environment, market 

participants can freely and often do shift 

their order flow among the Exchange 

and competing venues in response to 

changes in their respective pricing 

schedules. As such, the proposal 

represents a reasonable attempt by the 

Exchange to remain competitive despite 

increasing its non-Penny Take Fee for 

non-Customers. 

The Exchange believes that the 

proposed increase to its non-Penny Take 

Fee for non-Customers is reasonable, 

equitable, and not unfairly 

discriminatory because it is within the 

range of fees charged by competing 

option exchanges.14 Moreover, the 

proposed non-Penny Take Fee increase 

will continue to be offset by Take Fee 

discounts that are intended to improve 

overall market quality on the Exchange 

by incentivizing market participants to 

bring additional order flow and, in turn, 

provide more trading opportunities to 

the benefit of all market participants.15

The proposed fee change is equitable 

and not unfairly discriminatory because 

it will apply uniformly to all similarlysituated participants. Specifically, nonCustomers will be subject to the 

increased non-Penny Take Fee (from 

$1.10 to $1.20 per contract) while both 

Professional Customers and Customers 

will continue to pay $1.10 and $0.85 per 

contract, respectively. Although the 

proposed fee increase applies solely to 

non-Customers, the Exchange notes that 

resulting fees are in line with or below 

the fees charged by other options 

exchanges.16 As such, to the extent that 

the Exchange offers more favorable 

pricing on non-Customer order flow 

than competing options venues, OTP 

Holders may direct their order flow to 

the Exchange, which promotes 

competition. Furthermore, the Exchange 

believes that the increased fees would 

generate additional revenue to offset 

operational costs and would facilitate 

the provision of the existing volumebased rebates (described herein).17

The Exchange believes that 

maintaining the non-Penny Take Fee for 

Professional Customers (and Customers) 

at the current rate is equitable and not 

unfairly discriminatory. Professional 

Customers are a different type of market 

participant than non-Customers Firm, 

Broker Dealers and Market Makers. 

Specifically, Professional Customers are 

not brokers or dealers in securities; they 

are persons (or entities) that place more 

than 390 orders per day on average for 

their own beneficial account.18 Per the 

Fee Schedule, Professional Customers 

are treated as Customers unless 

otherwise specified.19 As proposed, the 

rate differential between Professional 

Customers and Customers remains same 

and continues to be is in line with or 

below the fees charged by other options 

exchanges.20 The Exchange believes this 

proposal is equitable because, although 

the non-Penny Take Fee for Professional 

Customers will be lower than for nonCustomers, it will enable the Exchange 

to remain competitive while continuing 

to encourage OTP Holders to direct 

additional Professional Customer order 

flow to the Exchange.21

Finally, the Exchange has historically 

provided more favorable pricing to 

Customers. Customer liquidity benefits 

all market participants by providing 

more trading opportunities, which 

attracts Market Makers. An increase in 

the activity of these market participants 

in turn facilitates tighter spreads, which 

may cause an additional corresponding 

increase in order flow from other market 

participants. As such, the Exchange 

believes that maintaining the non-Penny 

Take Fee for Customers is consistent 

with the Act, which rate is within the 

range of fees charged by competing 

option exchanges.22

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

In accordance with Section 6(b)(8) of 

the Act, the Exchange does not believe 

that the proposed rule change would 

impose any burden on competition that 

is not necessary or appropriate in 

furtherance of the purposes of the Act. 

In terms of intra-market competition, 

as discussed herein, the Exchange does 

not believe that its proposal will place 

any category of market participant at a 

competitive disadvantage because it will 

apply uniformly to all similarly-situated 

participants (i.e., non-Customers). 

Although the fee change results in nonCustomers paying a higher non-Penny 

Take Fee than Professional Customers 

(and Customers), the resulting fees are 

commensurate with the fees assessed on 

these market participants on competing 

options exchanges. Professional 

Customers are a different type of market 

participant than non-Customers as they 

are not brokers or dealers in securities; 

rather they are persons (or entities) that 

place more than 390 orders per day on 

average for their own beneficial account. 

As such, the Exchange believes the 


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76908 Federal Register / Vol. 89, No. 182 / Thursday, September 19, 2024 / Notices 

23See id. 

24 15 U.S.C. 78s(b)(3)(A). 

25 17 CFR 240.19b–4(f)(2). 26 15 U.S.C. 78s(b)(2)(B). 27 17 CFR 200.30–3(a)(12). 

changes, taken together with existing 

discounts, will continue to encourage 

trading activity on the Exchange. 

In terms of inter-market competition, 

the Exchange notes that it operates in a 

highly competitive market in which 

market participants can readily favor 

competing venues if they deem fee 

levels at a particular venue to be 

excessive, or rebate opportunities 

available at other venues to be more 

favorable. In such an environment, the 

Exchange must continually adjust its 

fees to remain competitive with other 

exchanges. Because competitors are free 

to modify their own fees in response, 

and because market participants may 

readily adjust their order routing 

practices, the Exchange believes that the 

degree to which fee changes in this 

market may impose any burden on 

competition is extremely limited. As 

noted herein, the proposed fee change is 

competitive as it is within the range of 

fees charged by competing option 

exchanges.23 If the changes proposed 

herein are unattractive to market 

participants, it is likely that the 

Exchange will lose market share as a 

result. Accordingly, the Exchange does 

not believe that the proposed changes 

will impair the ability of members or 

competing order execution venues to 

maintain their competitive standing in 

the financial markets. 

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 is effective 

upon filing pursuant to Section 

19(b)(3)(A) 24 of the Act and 

subparagraph (f)(2) of Rule 19b–4 25

thereunder, because it establishes a due, 

fee, or other charge imposed by the 

Exchange. 

At any time within 60 days of the 

filing of such proposed rule change, the 

Commission summarily may 

temporarily suspend such rule change if 

it appears to the Commission that such 

action is necessary or appropriate in the 

public interest, for the protection of 

investors, or otherwise in furtherance of 

the purposes of the Act. If the 

Commission takes such action, the 

Commission shall institute proceedings 

under Section 19(b)(2)(B) 26 of the Act to 

determine whether the proposed rule 

change should be approved or 

disapproved. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s internet 

comment form (https://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include file number SR– 

NYSEARCA–2024–72 on the subject 

line. 

Paper Comments 

• Send paper comments in triplicate 

to Secretary, Securities and Exchange 

Commission, 100 F Street NE, 

Washington, DC 20549–1090. 

All submissions should refer to file 

number SR–NYSEARCA–2024–72. 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–NYSEARCA–2024–72 and should be 

submitted on or before October 10, 

2024. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.27

Vanessa A. Countryman, 

Secretary. 

[FR Doc. 2024–21283 Filed 9–18–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[SEC File No. 270–336, OMB Control No. 

3235–0379] 

Proposed Collection; Comment 

Request; Extension: Form F–X 

Upon Written Request Copies Available 

From: Securities and Exchange 

Commission, Office of FOIA Services, 

100 F Street NE, Washington, DC 

20549–2736 

Notice is hereby given that, pursuant 

to the Paperwork Reduction Act of 1995 

(44 U.S.C. 3501 et seq.), the Securities 

and Exchange Commission 

(‘‘Commission’’) is soliciting comments 

on the collection of information 

summarized below. The Commission 

plans to submit this existing collection 

of information to the Office of 

Management and Budget for extension 

and Form F–X (17 CFR 239.42) is used 

to appoint an agent for service of 

process by Canadian issuers registering 

securities on Forms F–7, F–8, F–9, or F– 

10 under the Securities Act of 1933 (15 

U.S.C. 77a et seq.) or filing periodic 

reports on Form 40–F under the 

Exchange Act of 1934 (15 U.S.C. 78a et 

seq.). The information collected must be 

filed with the Commission and is 

publicly available. We estimate that it 

takes approximately 2 hours per 

response to prepare Form F–X and that 

the information is filed by 

approximately 114 respondents for a 

total annual reporting burden of 228 

hours (2 hours per response × 114 

responses). 

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 


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