Federal Register / Vol. 89, No. 195 / Tuesday, October 8, 2024 / Notices 81587 

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

2 17 CFR 240.19b–4. 3 Id. 

Summary of Application: Applicants 

request an order to permit certain 

business development companies and 

closed-end management investment 

companies to co-invest in portfolio 

companies with each other and with 

certain affiliated investment entities. 

Applicants: FS Credit Opportunities 

Corp., PA Senior Credit Opportunities 

Fund, L.P., FS Senior Credit Fund II, 

L.P., FS Global Advisor, LLC, FS 

Specialty Lending Fund, FS/EIG 

ADVISOR, LLC, FS Tactical 

Opportunities (LOI) Splitter, L.P., FS 

Tactical Opportunities (SI) Splitter, L.P., 

FS Tactical Opportunities (LOI) Splitter 

II, L.P., FS Tactical Opportunities (SI) 

Splitter II, L.P. and FS Tactical Advisor, 

LLC. 

Filing Dates: The application was 

filed on September 19, 2023, and 

amended on January 24, 2024, May 23, 

2024 and September 18, 2024. 

Hearing or Notification of Hearing: An 

order granting the requested relief will 

be issued unless the Commission orders 

a hearing. Interested persons may 

request a hearing on any application by 

emailing the SEC’s Secretary at 

Secretarys-Office@sec.gov and serving 

the Applicants with a copy of the 

request by email, if an email address is 

listed for the relevant Applicant below, 

or personally or by mail, if a physical 

address is listed for the relevant 

Applicant below. 

Hearing requests should be received 

by the Commission by 5:30 p.m. on 

October 28, 2024, and should be 

accompanied by proof of service on 

applicants, in the form of an affidavit or, 

for lawyers, a certificate of service. 

Pursuant to rule 0–5 under the Act, 

hearing requests should state the nature 

of the writer’s interest, any facts bearing 

upon the desirability of a hearing on the 

matter, the reason for the request, and 

the issues contested. Persons who wish 

to be notified of a hearing may request 

notification by emailing the 

Commission’s Secretary at SecretarysOffice@sec.gov. 

ADDRESSES: The Commission: 

Secretarys-Office@sec.gov. Applicants: 

Stephen S. Sypherd, 201 Rouse 

Boulevard, Philadelphia, Pennsylvania 

19112; James A. Lebovitz, Jonathan H. 

Gaines, David Bartels, Cira Centre, 2929 

Arch Street, Philadelphia, PA 19104. 

FOR FURTHER INFORMATION CONTACT: 

Deepak T. Pai, Senior Counsel, or 

Thomas Ahmadifar, Branch Chief, at 

(202) 551–6825 (Division of Investment 

Management, Chief Counsel’s Office). 

SUPPLEMENTARY INFORMATION: For 

Applicants’ representations, legal 

analysis, and conditions, please refer to 

Applicants’ third amended and restated 

application, dated September 18, 2024, 

which may be obtained via the 

Commission’s website by searching for 

the file number at the top of this 

document, or for an Applicant using the 

Company name search field, on the 

SEC’s EDGAR system. 

The SEC’s EDGAR system may be 

searched at, at http://www.sec.gov/ 

edgar/searchedgar/legacy/ 

companysearch.html. You may also call 

the SEC’s Public Reference Room at 

(202) 551–8090. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Vanessa A. Countryman, 

Secretary. 

[FR Doc. 2024–23218 Filed 10–7–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–101226; File No. SR–LTSE– 

2024–06] 

Self-Regulatory Organizations; LongTerm Stock Exchange, Inc.; Notice of 

Filing and Immediate Effectiveness of 

a Proposed Rule Change To Adopt 

Initial Fees and Rebates Applicable to 

Members of the Exchange Pursuant to 

Exchange Rule 15.110 and Adopt a 

Policy Relating to Billing Errors 

October 1, 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 19, 2024, Long-Term Stock 

Exchange, Inc. (‘‘LTSE’’ 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 is filing with the 

Securities and Exchange Commission 

(‘‘Commission’’) a proposed rule change 

to adopt the initial fees and rebates 

applicable to Members of the Exchange 

pursuant to Exchange Rule 15.110 

(Authority to Prescribe Dues, Fees, 

Assessments and Other Charges) and 

adopt a policy relating to billing errors. 

The Exchange proposes to implement 

the rule change effective immediately 

upon commencement of its transition to 

a new trading platform. 

The text of the proposed rule change 

is available at the Exchange’s website at 

https://longtermstockexchange.com/, at 

the principal office of the Exchange, and 

at the Commission’s Public Reference 

Room. 

II. Self-Regulatory Organization’s 

Statement on 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 

self-regulatory organization 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 adopt a fee 

schedule (the ‘‘Fee Schedule’’) 

applicable to the use of the Exchange. 

Additionally, the Exchange proposes to 

amend Rule 15.120 (Collection of 

Exchange Fees and Other Claims and 

Billing Policy), as well as moving the 

entirety of the text in Rule 15.200 

(Schedule of Fees) to the new Fee 

Schedule. These changes are part of a 

larger initiative where the Exchange 

intends to transition to a new trading 

platform. The go-live date for this 

transition is September 23, 2024 and 

thus, proposed fees and changes will be 

effective as of the date of such 

transition.3

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 will be only 

one of numerous equities venues to 

which market participants may direct 

their order flow. Based on publicly 

available information, no single 

registered equities exchange currently 

has more than approximately 16% of 


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4 Market share percentage calculated as of 

September 4, 2024. The Exchange receives and 

processes data made available through consolidated 

data feeds (i.e., CTS and UTDF). 

5 ‘‘LTSE Order Book’’ means the System’s 

electronic file of orders. See Exchange Rule 1.160(t). 

The ‘‘System’’ shall mean the electronic 

communications and trading facility designated by 

the Board through which securities orders of 

Members are consolidated for ranking and 

execution. See Exchange Rule 1.160(rr). 

6This pricing is referred to as ‘‘Remove liquidity’’ 

on the proposed Fee Schedule. 

7The pricing is referred to by the Exchange as 

‘‘Add displayed liquidity’’ on the proposed Fee 

Schedule. 

8 ‘‘Reserve Quantity’’ refers to the portion of an 

order that includes a Non-Displayed instruction in 

which a portion of that order is also displayed on 

the LTSE Order Book. Both the portion of the order 

with a Displayed instruction and the Reserve 

Quantity are available for execution against 

incoming orders. See Exchange Rule 11.180(k). 

9 ‘‘NBBO’’ is defined in LTSE Rule 11.410(b). 

10The pricing is referred to by the Exchange as 

‘‘Add displayed liquidity—NBBO Joiner’’ on the 

proposed Fee Schedule. 

11The pricing is referred to by the Exchange as 

‘‘Add displayed liquidity—NBBO Setter’’ on the 

proposed Fee Schedule. 

12 This pricing is referred to by the Exchange 

‘‘Add non-displayed liquidity’’ on the proposed Fee 

Schedule to represent the execution of an order that 

adds non-displayed liquidity. 

13The Exchange notes that the current policy in 

Rule 15.120(b), which states that all pricing 

disputes must be submitted no later than sixty (60) 

days after receipt of a billing invoice, will remain 

in place. 

14For example, if the Exchange becomes aware of 

a transaction fee billing error on September 4, 2024, 

the Exchange will resolve the error by crediting or 

debiting Members or Non-Members based on the 

fees or rebates that should have been applied to any 

impacted transactions during June, July and August 

2024. The Exchange notes that because it bills in 

arrears, the Exchange would be able to correct the 

total market share.4 Thus, in such a lowconcentrated and highly competitive 

market, no single equities exchange 

possesses significant pricing power in 

the execution of order flow and the 

Exchange currently represents a small 

percentage of the overall market. 

Transaction Fees 

Below is a description of the fees and 

rebates that the Exchange intends to 

impose under the initial proposed Fee 

Schedule, which will be applicable to 

transactions executed in all trading 

sessions. Under the proposed Fee 

Schedule, the Exchange will operate a 

‘‘Maker-Taker’’ model whereby it 

provides rebates to Members that 

provide liquidity and charges fees to 

those that remove liquidity, as further 

described below. The Exchange does not 

initially propose to assess volume-based 

fees or rebates. Accordingly, all fees and 

rebates described below are applicable 

to all Members, regardless of the overall 

volume of a Member’s trading activities 

on the Exchange. 

The Exchange proposes to adopt a 

pricing strategy that incentivizes adding 

displayed liquidity on the Exchange in 

order to encourage and facilitate price 

discovery and price formation, which 

the Exchange believes benefits all 

Members and investors. Details of this 

pricing strategy are laid out below: 

(A) Standard Fee for Removing 

Liquidity 

The Exchange proposes a fee of 

$0.0030 per share for executions of 

orders that remove liquidity from the 

LTSE Order Book 5 (‘‘Remove 

Liquidity’’) in securities priced at or 

above $1.00 per share or 0.30% of the 

total dollar value (‘‘TDV’’) for securities 

priced under $1.00.6

(B) Standard Rebate for Adding 

Displayed Liquidity 

The Exchange proposes to provide a 

rebate of $0.0028 per share for 

executions of orders that: (i) are 

displayed on the LTSE Order Book and 

(ii) add liquidity to the Exchange 

(‘‘Added Displayed Liquidity’’), in all 

securities traded on the Exchange priced 

at or above $1.00 per share or 0.28% of 

the TDV for securities priced under 

$1.00.7 The proposed rebate for Added 

Displayed Liquidity would apply to the 

Reserve Quantity 8 of an order such that 

any replenishment amount of the 

Reserve Quantity of an order that is 

executed against would be treated as 

Added Displayed Liquidity even though 

such portion of the order was not 

displayed on the LTSE Order Book prior 

to the order being replenished in 

accordance with the Member’s 

instructions and the Exchange’s rules. 

The entire portion of the Reserve 

Quantity of an order would be eligible 

for this rebate, however, a Member 

would only receive such rebate for any 

portion(s) of the Reserve Quantity that 

is (are) executed against it. The 

proposed Fee Schedule will detail the 

treatment of the Reserve Quantity. 

(C) Rebates for Adding Displayed 

Liquidity That Matches the National 

Best Bid or Offer (‘‘NBBO’’) 9

The Exchange proposes to provide a 

rebate of $0.0029 per share for 

executions of Added Displayed 

Liquidity that establishes a new best bid 

or offer on the Exchange that matches 

the NBBO first established on an away 

market (‘‘NBBO Joiner’’) in all securities 

traded on the Exchange priced at or 

above $1.00 per share or 0.29% of the 

TDV for securities priced under $1.00.10

The proposed Fee Schedule will include 

this definition of NBBO Joiner. 

(D) Rebates for Adding Displayed 

Liquidity That Establishes the NBBO 

The Exchange proposes to provide a 

rebate of $0.00295 per share for 

executions of Added Displayed 

Liquidity that establishes the NBBO 

(‘‘NBBO Setter’’) on LTSE in all 

securities traded on the Exchange priced 

at or above $1.00 per share or 0.295% 

of the TDV for securities priced under 

$1.00.11 The proposed Fee Schedule 

will include this definition of NBBO 

Setter. 

(E) Standard Rebate for Adding NonDisplayed Liquidity 

The Exchange proposes to provide a 

standard rebate of $0.0014 per share for 

executions of orders that: (i) are not 

displayed on the LTSE Order Book and 

(ii) add liquidity to the Exchange, in all 

securities traded on the Exchange priced 

at or above $1.00 per share or 0.14% of 

the TDV for securities priced under 

$1.00.12

Other Proposed Changes 

Annual Membership Fee 

The Exchange currently sets forth its 

Annual Membership Fee of $10,000 a 

year in Rule 15.200. The Exchange is 

proposing to remove this section of the 

rulebook and move the Annual 

Membership Fee to the newly created 

Section (A) of the Fee Schedule so that 

Members can have all specific fees 

assessed by the Exchange in one place. 

The Exchange is not proposing any 

changes to the Annual Membership Fee 

except to remove subsection (4) which 

details how the Exchange assessed the 

Annual Membership Fee the year it 

launched operations. Since this 

subsection is no longer applicable the 

Exchange believes it is appropriate to 

remove it altogether instead of inserting 

it into the proposed Fee Schedule. 

Billing Errors 

Additionally, the Exchange is 

proposing to adopt a policy relating to 

billing errors. Specifically, the Exchange 

proposes to adopt a new paragraph (c) 

in Rule 15.120 which would provide 

that all fees and rebates assessed prior 

to the three full calendar months before 

the month in which the Exchange 

becomes aware of a billing error shall be 

considered final.13 To clarify the new 

Billing Errors section, the Exchange is 

also proposing to add the title ‘‘Pricing 

Disputes’’ to Rule 15.120(b). The 

Exchange would apply the three month 

look back regardless of whether the 

error was discovered by the Exchange or 

by a Member or Non-Member that 

submitted a pricing dispute.14


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error in advance of issuing the June [sic] 2024 

invoice and therefore, transactions impacted after 

the end of the last full calendar month through the 

date of discovery (in this example, between August 

31, 2024 and September 4, 2024) and thereafter, 

would be billed correctly. 

15See Securities Exchange Act Release No. 34– 

93381 (October 19, 2021), 86 FR 58972 (October 25, 

2021) (SR–MEMX–2021–12). 

16See Cboe BZX equities trading fee schedule on 

its public website (available at https://

www.cboe.com/us/equities/membership/fee_

schedule/bzx/). See also Securities Exchange Act 

Release No. 90897 (January 11, 2021), 86 FR 4161 

(January 15, 2021) (SR–CboeBZX–2020–094). 

17See Cboe BYX equities trading fee schedule on 

its public website (available at https://

www.cboe.com/us/equities/membership/fee_

schedule/byx/). See also Securities Exchange Act 

Release No. 90899 (January 11, 2021), 86 FR 4156 

(January 15, 2021) (SR–CboeBYX–2020–034). 

18See Cboe EDGA equities trading fee schedule 

on its public website (available at https://

www.cboe.com/us/equities/membership/fee_

schedule/edga/). See also Securities Exchange Act 

Release No. 90897 (January 11, 2021), 86 FR 4161 

(January 15, 2021) (SR–CboeBZX–2020–094). 

19See Cboe EDGX equities trading fee schedule 

on its public website (available at https://

www.cboe.com/us/equities/membership/fee_

schedule/edgx/). See also Securities Exchange Act 

Release No. 90901 (January 11, 2021), 86 FR 4137 

(January 15, 2021) (SR–CboeEDGX–2020–064). 

20See, e.g., Securities Exchange Act Release No. 

34–91836 (May 11, 2021), 86 FR 26765 (May 17, 

2021) (SR–BOX–2021–08); Securities Exchange Act 

Release No. 87650 (December 3, 2019), 84 FR 67304 

(December 9, 2019) (SR–NYSECHX–2019–024); 

Securities Exchange Act Release No. 84430 (October 

16, 2018), 83 FR 53347 (October 22, 2018) (SR– 

NYSENAT–2018–23); and Securities Exchange Act 

Release No. 79060 (October 6, 2016), 81 FR 70716 

(October 13, 2016) (SR–ISEGemini-2016–11). 

21 15 U.S.C. 78f. 

22 15 U.S.C. 78f(b)(4). 

23 15 U.S.C. 78f(b)(5). 

24See Securities Exchange Act Release No. 51808 

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

(‘‘Regulation NMS Adopting Release’’). 

25See e.g., MEMX Equities Fee Schedule, 

Transaction Fees; MIAX Pearl Equities Exchange 

Fee Schedule and Cboe EDGX Fee Schedule. 

The purpose of the proposed change 

is to provide both the Exchange and its 

Members and Non-Members finality 

with respect to fees and rebates 

previously assessed by the Exchange 

and the ability to close their books after 

a specified period of time. The 

Exchange notes that Rule 15.120(b) 

already requires that pricing disputes 

must be submitted to the Exchange in 

writing and accompanied by supporting 

documentation no later than 60 days 

after receipt of a billing invoice, which 

is designed to encourage prompt review 

of Exchange invoices so that any pricing 

disputes can be addressed in a timely 

manner. The Exchange believes the 

proposed change would further the goal 

of addressing billing discrepancies in a 

timely manner while the information 

and data underlying those charges (e.g., 

applicable fees and order information) is 

still easily and readily available, 

without further limiting the timeframe 

in which a pricing dispute may be 

submitted. This practice would avoid 

issues that may arise when billing errors 

are discovered long after they occurred 

and the parties have already prepared, 

and in some cases published, their 

books, and would conserve Exchange 

resources that would have to be 

expended to resolve untimely billing 

disputes. As such, the proposed rule 

change would alleviate administrative 

burdens related to prior billing errors, 

which could divert Exchange staff 

resources away from the Exchange’s 

regulatory and business purposes. 

The Exchange notes that the language 

of proposed Rule 15.120(c) is the same 

as language in MEMX Rule 15.3(c) 15

and is also included in the fee schedules 

of the four Cboe U.S. equities 

exchanges—Cboe BZX Exchange, Inc. 

(‘‘Cboe BZX’’),16 Cboe BYX Exchange, 

Inc. (‘‘Cboe BYX’’),17 Cboe EDGA 

Exchange, Inc. (‘‘Cboe EDGA’’),18 and 

Cboe EDGX Exchange, Inc. (‘‘Cboe 

EDGX’’).19 The Exchange also notes that 

a number of other exchanges have 

explicitly stated that they consider all 

fees to be final after a similar period of 

time.20 The proposed billing errors 

policy would apply to all fees and 

rebates assessed by the Exchange. 

Other Changes 

The Exchange proposes to add a 

section to the proposed Fee Schedule 

entitled ‘‘Additional Fees’’ and state 

that Chapter 15 of the LTSE Rule 

contains other dues, fees, and 

assessments as well as the collection of 

Exchange fees for completeness. 

Further, the Exchange proposes to add 

a corresponding reference in 

Supplementary Material .02 of Chapter 

15 to state that the LTSE Fee Schedule 

details fees and rebates assessed by the 

Exchange. 

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

the provisions of Section 6(b) 21 of the 

Act in general, and furthers the 

objectives of Sections 6(b)(4) 22 of the 

Act, in particular, in that 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. Additionally, the 

Exchange believes that the proposed 

fees and rebates are consistent with the 

objectives of Section 6(b)(5) 23 of the Act 

in that they are designed 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 a free and open 

market and national market system, and, 

in general, to protect investors and the 

public interest, and, particularly, are not 

designed to permit unfair 

discrimination between customers, 

issuers, brokers, or dealers. 

The Exchange 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. The Exchange believes that 

the proposed Fee Schedule reflects a 

simple and competitive pricing 

structure designed to incentivize market 

participants to add aggressively priced 

displayed liquidity and direct their 

order flow to the Exchange, which the 

Exchange believes would promote price 

discovery and price formation and 

deepen liquidity that is subject to the 

Exchange’s transparency, regulation, 

and oversight as an exchange, thereby 

enhancing market quality to the benefit 

of all Members and investors. 

The Commission and the courts have 

repeatedly expressed their preference 

for competition over regulatory 

intervention in determining prices, 

products, and services in the securities 

markets. In Regulation NMS, while 

adopting a series of steps to improve the 

current market model, 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.’’ 24

Transactions Fees 

The Exchange believes that charging a 

fee to the liquidity remover, and 

providing a rebate to the liquidity adder, 

is reasonable, equitable and not unfairly 

discriminatory because it incentivizes 

liquidity provision on the Exchange. 

The Exchange also notes that several 

other exchanges charge fees for 

removing liquidity and provide rebates 

for adding liquidity, and that this aspect 

of the Exchange’s proposed Fee 

Schedule does not raise any new or 

novel issues that have not previously 

been considered by the Commission in 

connection with the fees and rebates of 

other exchanges.25 The Exchange notes 

that unlike other exchanges, LTSE is not 

proposing any volume based tiers or 

rebates and rather is proposing a simple 

flat fee for each of the categories listed 

below. 

The Exchange also believes that it is 

reasonable, equitable and not unfairly 


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26For example, the MEMX Fee Schedule assess 

fees to remove liquidity for securities at or above 

$1.00 that range from $0.0029–$0.0030 per share 

(fees for securities below $1.00 the fees range from 

0.28%–0.30% of total dollar value); see https://

info.memxtrading.com/equities-trading-resources/ 

us-equities-fee-schedule/. The Cboe BZX Fee 

Schedule has standard fees for ‘‘removing’’ liquidity 

of $0.0030 for shares executed at or above $1.00 or 

0.30% of total dollar volume for shares executed 

below $1.00; see https://www.cboe.com/us/equities/ 

membership/fee_schedule/bzx/. 

27For example, the Cboe BZX Fee Schedule 

reflects a standard rebate for adding displayed 

liquidity of $0.0016 for executions in securities 

priced at or above $1.00, with no rebate for 

executions in securities priced below $1.00. 

Further, various tiers provide the ability of a firm 

to receive a rebate of $0.0032 per share; see https:// 

www.cboe.com/us/equities/membership/fee_

schedule/bzx/. The MEMX Fee Schedule reflects 

rebates for ‘‘adding’’ displayed liquidity that range 

from $0.0015 to $0.0037 for shares executed at or 

above $1.00, with 0.075% to 0.15% of total dollar 

value for shares executed below $1.00, see https:// 

info.memxtrading.com/equities-trading-resources/ 

us-equities-fee-schedule/. 

28 Id. 

29 Id. The Exchange notes that MEMX does not 

have a standalone per share rebate for setting the 

NBBO, however MEMX offers an additive per share 

rebate of up to $0.0002 ‘‘NBBO Setter Tier’’ for 

securities at or above $1.00 based on the Member’s 

average daily adding volume. 

30For example, the Cboe BZX Fee Schedule 

reflects a standard rebate for adding liquidity of 

$0.0.00080 for executions in securities priced at or 

above $1.00, with no rebate for executions in 

securities priced below $1.00. Further, various tiers 

provide the ability of a firm to receive a rebate of 

$0.0032 per share; see https://www.cboe.com/us/ 

equities/membership/fee_schedule/bzx/. The 

MEMX Fee Schedule reflects rebates for adding 

non-displayed liquidity that range from $0.0008 to 

$0.028 for shares executed at or above $1.00, with 

0.075% for shares executed below a $1.00, see 

https://info.memxtrading.com/equities-tradingresources/us-equities-fee-schedule/. 

discriminatory to provide a higher 

rebate for executions resulting from 

adding displayed liquidity than for 

executions of adding non-displayed 

liquidity as this rebate structure is 

designed to incentivize Members to 

send the Exchange displayable orders, 

thereby contributing to price discovery 

and price formation, consistent with the 

overall goal of enhancing market 

quality. Moreover, the Exchange notes 

that there are precedents for exchanges 

to provide rebates that distinguish 

between displayed and non-displayed 

volume to incentivize displayed orders 

and facilitate price discovery. 

Standard Fee for Removing Liquidity 

The Exchange believes that it is 

appropriate, reasonable, and consistent 

with the Act to charge a standard fee of 

$0.0030 per share for executions of 

orders that remove liquidity from the 

LTSE Order Book in securities priced at 

or above $1.00 per share or 0.30% of the 

TDV for securities priced under $1.00 

because it is comparable to the 

transaction fee charged by other 

exchanges to remove liquidity.26 The 

Exchange further believes that this fee is 

equitably allocated and not unfairly 

discriminatory because it applies 

equally to all Members and, when 

coupled with higher rebates for adding 

displayed liquidity, as described below, 

is designed to facilitate increased 

activity on the Exchange to the benefit 

of all Members by providing more 

trading opportunities and promoting 

price discovery. 

Standard Rebate for Adding Displayed 

Liquidity 

The Exchange believes that it is 

appropriate, reasonable, and consistent 

with the Act to provide a standard 

rebate of $0.0028 per share for 

executions of orders that: (i) are 

displayed on the LTSE Order Book and 

(ii) add liquidity to the Exchange, in all 

securities traded on the Exchange priced 

at or above $1.00 per share or 0.28% of 

the TDV for securities priced under 

$1.00 because this rebate is consistent 

with transaction rebates provided by 

other exchanges.27 The Exchange 

further believes that this rebate structure 

is equitably allocated and not unfairly 

discriminatory because it applies 

equally to all Members. 

Rebates for Adding Displayed Liquidity 

That Matches the NBBO 

The Exchange believes that it is 

appropriate, reasonable, and consistent 

with the Act to provide a standard 

rebate of $0.0029 per share for 

executions of Added Displayed 

Liquidity that matches the NBBO in all 

securities traded on the Exchange priced 

at or above $1.00 per share or 0.29% of 

the TDV for securities priced under 

$1.00 because this rebate is consistent 

with transaction rebates provided by 

other exchanges.28 The Exchange 

further believes that this rebate structure 

is equitably allocated and not unfairly 

discriminatory because it applies 

equally to all Members. Lastly, the 

Exchange believes that providing a 

higher rebate for adding displayed 

liquidity that matches the NBBO is 

reasonable, equitable and not unfairly 

discriminatory as it designed to 

encourage the submission of well priced 

orders, thereby contributing to a deeper 

and more robust and well-balanced 

market ecosystem on the Exchange to 

the benefit of all Members and market 

participants. 

Rebates for Adding Displayed Liquidity 

That Establishes the NBBO 

The Exchange believes that it is 

appropriate, reasonable, and consistent 

with the Act to provide a standard 

rebate of $0.00295 per share for 

executions of Added Displayed 

Liquidity that establishes the NBBO on 

LTSE in all securities traded on the 

Exchange priced at or above $1.00 per 

share or 0.295% of the TDV for 

securities priced under $1.00 because 

this rebate is consistent with transaction 

rebates provided by other exchanges.29

The Exchange further believes that this 

rebate structure is equitably allocated 

and not unfairly discriminatory because 

it applies equally to all Members. Lastly, 

the Exchange believes that providing a 

higher rebate for adding displayed 

liquidity that establishes the NBBO is 

reasonable, equitable and not unfairly 

discriminatory as it designed to 

encourage the submission of well priced 

orders, thereby contributing to a deeper 

and more robust and well-balanced 

market ecosystem on the Exchange to 

the benefit of all Members and market 

participants. 

Standard Rebate for Adding NonDisplayed Liquidity 

The Exchange believes that it is 

appropriate, reasonable, and consistent 

with the Act to provide a standard 

rebate of $0.0014 per share for 

executions of orders that: (i) are not 

displayed on the LTSE Order Book and 

(ii) add liquidity to the Exchange, in all 

securities traded on the Exchange priced 

at or above $1.00 per share or 0.14% of 

the TDV for securities priced under 

$1.00 because this rebate is consistent 

with transaction rebates provided by 

other exchanges.30 The Exchange 

further believes that this rebate structure 

is equitably allocated and not unfairly 

discriminatory because it applies 

equally to all Members. 

Other Proposed Changes 

Annual Membership Fee 

The Exchange believes moving the 

Annual Membership Fee language to the 

proposed Fee Schedule is reasonable, 

equitable and not unfairly 

discriminatory. In particular, the 

Exchange believes that the proposed 

rule change will provide greater clarity 

to Members by having the Membership 

Fee in the Fee Schedule. Lastly, 

removing subsection (4) is appropriate 

as it is an obsolete reference which only 

applied during the Exchange’s first year 

of operations. This proposed change 

does not propose any substantive 

changes to the Membership Fees the 

Exchange charges. Therefore, the 

Exchange does not believe that the 

proposed change raises any new or 

novel issues not already considered by 

the Commission. 


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Federal Register / Vol. 89, No. 195 / Tuesday, October 8, 2024 / Notices 81591 

31See supra notes 17–21 [sic]. 32See supra note 22 [sic]. 33See supra note 26 [sic]. 

Billing Errors 

With respect to the proposed policy 

relating to billing errors, the Exchange 

believes that providing that all fees and 

rebates are final after three months (i.e., 

resolving billing errors only for the three 

full calendar months preceding the 

month in which the Exchange became 

aware of the error) is reasonable and 

consistent with the Act as both the 

Exchange and its Members and NonMembers have an interest in knowing 

when its fee assessments are final and 

when reliance can be placed on those 

assessments. Indeed, without some 

deadline on billing errors, the Exchange 

and its Members and Non-Members 

would never be able to close their books 

with any confidence. As noted above, 

the Exchange believes this proposed 

change would conserve Exchange 

resources that would have to be 

expended to resolve untimely billing 

disputes, which could divert Exchange 

staff resources away from the 

Exchange’s regulatory and business 

purposes. For these reasons, the 

Exchange believes this proposed change 

promotes just and equitable principles 

of trade, fosters cooperation and 

coordination with persons engaged in 

regulating, clearing, settling, processing 

information with respect to, and 

facilitating transactions in securities, 

removes impediments to and perfects 

the mechanism of a free and open 

market and a national market system, 

and, in general, protects investors and 

the public interest. 

Furthermore, as noted above, the 

language of proposed Rule 15.120(c) is 

the same as language included in 

MEMX Rule 15.3(c) and the fee 

schedules of the four Cboe U.S. equities 

exchanges,31 and a number of other 

exchanges similarly consider their fees 

final after a similar period of time.32 As 

such, this proposed change does not 

raise any new or novel issues that have 

not been previously considered by the 

Commission. This proposed change is 

also equitable and not unfairly 

discriminatory because it would apply 

equally to all Members (and NonMembers that pay Exchange fees) and 

would apply in cases where either the 

Member (or Non-Member) discovers the 

error or the Exchange discovers the 

error. 

Additional Changes 

Lastly, the Exchange believes the 

additional changes are reasonable, 

equitable and not unfairly 

discriminatory. In particular, the 

Exchange believes that the proposed 

changes will provide greater clarity to 

market participants when looking at 

either the Fee Schedule or Chapter 15 of 

the LTSE Rulebook.This proposed 

change does not propose any 

substantive changes fees [sic] charged 

by the Exchange.. Therefore, the 

Exchange does not believe that the 

proposed change raises any new or 

novel issues not already considered by 

the Commission. 

In conclusion, the Exchange also 

submits that its proposed fee structure 

satisfies the requirements of Sections 

6(b)(4) and 6(b)(5) of the Act for the 

reasons discussed above in that it 

provides for the equitable allocation of 

reasonable dues, fees and other charges 

among its Members and other persons 

using its facilities, provides certainty in 

billing and a process for resolving 

billing disputes, does not permit unfair 

discrimination between customers, 

issuers, brokers, or dealers, and is 

designed to promote just and equitable 

principles of trade, 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, particularly as the 

proposal neither targets nor will it have 

a disparate impact on any particular 

category of market participant. As 

described more fully below in the 

Exchange’s statement regarding the 

burden on competition, the Exchange 

believes that it is subject to significant 

competitive forces, and that its 

proposed fee and rebate structure is an 

appropriate effort to address such 

forces. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change will result in 

any burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. Rather, as 

discussed above, the Exchange believes 

that the proposed change would 

encourage the submission of additional 

order flow to a public exchange, thereby 

promoting market depth, execution 

incentives and enhanced execution 

opportunities, as well as price discovery 

and transparency for all Members. As a 

result, the Exchange believes that the 

proposed change furthers the 

Commission’s goal in adopting 

Regulation NMS of fostering 

competition among orders, which 

promotes ‘‘more efficient pricing of 

individual stocks for all types of orders, 

large and small.’’ 33 The Exchange does 

not believe that the proposed rule 

change will impose any burden on 

intermarket competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. To the 

contrary, the Exchange believes that the 

proposed pricing structure will increase 

competition and is intended to draw 

volume to the Exchange. The Exchange 

believes that the ever-shifting market 

share among the exchanges from month 

to month demonstrates that market 

participants can shift order flow or 

discontinue to reduce use of certain 

categories of products, in response to 

new or different pricing structures being 

introduced into the market. 

Accordingly, competitive forces 

constrain the Exchange’s transaction 

fees and rebates, and market 

participants can readily trade on 

competing venues if they deem pricing 

levels at those other venues to be more 

favorable. Although this pricing is 

intended to attract liquidity to the 

Exchange, most other exchanges in 

operation today already offer multiple 

incentives to their participants, 

including tiered pricing that provides 

higher rebates or discounted executions, 

and other exchanges will be able to 

modify such incentives in order to 

compete with the Exchange. 

Accordingly, with respect to a 

participant deciding to either submit an 

order to add liquidity or seeking to 

remove liquidity, there are multiple 

exchanges that will continue to be 

competitively priced for such orders 

when compared to the Exchange’s 

pricing. Further, while pricing 

incentives can cause shifts of liquidity 

between trading centers, market 

participants make determinations on 

where to provide liquidity or route 

orders to take liquidity based on factors 

other than pricing, including execution 

quality, technology, functionality, and 

other considerations. Consequently, the 

Exchange believes that the degree to 

which its fees and rebates could impose 

any burden on competition is extremely 

limited, and does not believe that such 

fees would burden competition of 

Members or competing venues in a 

manner that is not necessary or 

appropriate in furtherance of the 

purposes of the Act. The Exchange does 

not believe that the proposed rule 

change will impose any burden on 

intramarket competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act because the 

proposed fees and rebates apply equally 

to all Members. The proposed pricing 

structure is intended to encourage 

market participants to add displayed 

and non-displayed liquidity to the 

Exchange by providing rebates that are 


ddrumheller on DSK120RN23PROD with NOTICES1
81592 Federal Register / Vol. 89, No. 195 / Tuesday, October 8, 2024 / Notices 

34See supra notes 14–19 [sic]. 

35 15 U.S.C. 78s(b)(3)(A)(ii). 

36 17 CFR 240.19b–4(f)(2). 

37 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

comparable to those offered by other 

exchanges as well as to provide a 

competitive rate charged for removing 

liquidity, which the Exchange believes 

will help to encourage Members to send 

orders to the Exchange to the benefit of 

all Exchange participants. As the 

proposed rates are equally applicable to 

all market participants, the Exchange 

does not believe there is any burden on 

intramarket competition. 

With respect to the proposed billing 

errors policy, the proposal would 

establish a clearly defined timeframe for 

fees and rebates to be considered final 

that would apply equally to all Members 

and Non-Members. Additionally, as 

noted above, this proposed change is 

similar to rules of other exchanges and 

therefore does not raise any new or 

novel issues that have not been 

previously considered by the 

Commission.34

For these reasons, the Exchange does 

not believe such proposed changes 

would impair the ability of Members or 

competing order execution venues to 

maintain their competitive standing in 

the financial markets, and therefore, the 

Exchange does not believe the proposal 

will impose any burden on intermarket 

competition. Moreover, because the 

proposed changes would apply equally 

to all Members and Non-Members, as 

applicable, the Exchange does not 

believe the proposal would impose any 

burden on intramarket competition. 

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 

This proposed rule change establishes 

dues, fees or other charges among its 

members and, as such, may take effect 

upon filing with the Commission 

pursuant to Section 19(b)(3)(A)(ii) of the 

Act 35 and paragraph (f)(2) of Rule 19b– 

4 thereunder.36 Accordingly, the 

proposed rule change would take effect 

upon filing with the Commission. 

At any time within 60 days of the 

filing of the proposed rule change, the 

Commission summarily may 

temporarily suspend the rule change if 

it appears to the Commission that the 

action is necessary or appropriate in the 

public interest, for the protection of 

investors, or would otherwise further 

the purposes of the Act. If the 

Commission takes such action, the 

Commission shall institute proceedings 

to determine whether the proposed rule 

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– 

LTSE–2024–06 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–LTSE–2024–06. 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–LTSE–2024–06 and should be 

submitted on or before October 29, 

2024. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.37

Vanessa A. Countryman, 

Secretary. 

[FR Doc. 2024–23062 Filed 10–7–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–101229; File No. SR– 

CBOE–2024–042] 

Self-Regulatory Organizations; Cboe 

Exchange, Inc.; Notice of Filing of a 

Proposed Rule Change To Amend Its 

Rules To Permit Orders Comprised of 

Options and Futures Legs (‘‘FutureOption Orders’’) 

October 1, 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 17, 2024, Cboe Exchange, 

Inc. (the ‘‘Exchange’’ or ‘‘Cboe 

Options’’) 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 Exchange, Inc. (the ‘‘Exchange’’ 

or ‘‘Cboe Options’’) proposes to amend 

its Rules to permit orders comprised of 

options and futures legs (‘‘future-option 

orders’’). 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://www.cboe.com/ 

AboutCBOE/CBOELegal

RegulatoryHome.aspx), 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 


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