87678 Federal Register / Vol. 89, No. 213 / Monday, November 4, 2024 / Notices 

14 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3See Rule 1.5(n) (‘‘Member’’). The term 

‘‘Member’’ shall mean any registered broker or 

dealer that has been admitted to membership in the 

Exchange. A Member will have the status of a 

‘‘member’’ of the Exchange as that term is defined 

in Section 3(a)(3) of the Act. Membership may be 

granted to a sole proprietor, partnership, 

corporation, limited liability company or other 

organization which is a registered broker or dealer 

pursuant to Section 15 of the Act, and which has 

been approved by the Exchange. 

4See, e.g., https://www.nasdaqtrader.com/ 

Trader.aspx?id=DPPriceListOptions#nom; and 

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

NYSE_Market_Data_Fee_Schedule.pdf. 

5The discount will apply on an order-by-order 

basis. The discount will apply to the total purchase 

price, once the $20,000 minimum purchase is 

satisfied (for example, a qualifying order of $25,000 

would be discounted to $20,000, i.e. receive a 20% 

discount of $5,000). 

6See Securities Exchange Act Release No. 99026 

(November 28, 2023), 88 FR 84023 (December 1, 

2023) (SR–CboeEDGX–2023–070) and Securities 

Exchange Act Release No. 100352 (June 17, 2024), 

89 FR 52521 (June 24, 2024) (SR–CboeEDGX–2024– 

033). 

7 15 U.S.C. 78f(b). 

submissions should refer to file number 

SR–NYSE–2024–67 and should be 

submitted on or before November 25, 

2024. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.14

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–25530 Filed 11–1–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–101466; File No. SR– 

CboeEDGX–2024–069] 

Self-Regulatory Organizations; Cboe 

EDGX Exchange, Inc.; Notice of Filing 

and Immediate Effectiveness of a 

Proposed Rule Change To Amend Its 

Fee Schedule 

October 29, 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 October 

18, 2024, Cboe EDGX Exchange, Inc. 

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

‘‘Exchange’’ or ‘‘EDGX Options’’) 

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/ 

options/regulation/rule_filings/edgx/), 

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 update its 

Fee Schedule to provide a temporary 

20% discount on fees assessed to 

Exchange Members 3 and non-Members 

that purchase $20,000 or more of ad hoc 

purchases of EDGX Options Historical 

Depth Data (‘‘Historical Depth 

Reports’’), effective October 18, 2024 

through December 31, 2024. 

By way of background, the Exchange 

currently makes available for purchase 

Depth Data, which is a daily archive of 

the Exchange’s depth of book real-time 

feed, which provides depth-of-book 

quotations and execution information 

based on options orders entered into the 

System. The Exchange also offers 

Historical Depth Data, which offers such 

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

later. The Historical Depth Report is a 

completely voluntary product, in that 

the Exchange is not required by any rule 

or regulation to make this data available 

and that potential customers may 

purchase it on an ad-hoc basis only if 

they voluntarily choose to do so. 

Cboe LiveVol, LLC (‘‘LiveVol’’), a 

wholly owned subsidiary of the 

Exchange’s parent company, Cboe 

Global Markets, Inc., makes the 

Historical Depth Report available for 

purchase to Users on the LiveVol 

DataShop website (datashop.cboe.com). 

The Historical Depth Data is available 

for purchase to Members and NonMembers; the Exchange charges a fee 

per month of historical data of $500. 

The Historical Depth Report provided 

on a historical basis is only provided to 

data recipients for internal use only, and 

thus, no redistribution will be 

permitted. The Exchange notes that the 

Historical Depth Report is subject to 

direct competition from other 

exchanges, as other exchanges offer 

similar products for a fee.4

The Exchange’s equities platform 

(‘‘EDGX Equities’’) and affiliated 

equities and options exchanges (i.e., 

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

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

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

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

EDGA Exchange, Inc. (‘‘EDGA’’) 

(collectively, ‘‘Affiliates’’) also offer 

similar data products. Particularly, each 

of the Exchange’s Affiliates offer a daily 

and historical archive of their depth of 

book real-time feed with execution 

information based on their trading 

activity that is substantially similar to 

the information provided by the 

Exchange through its Depth Data 

products. 

The Exchange proposes to provide a 

temporary pricing incentive program in 

which Members or Non-Members that 

purchase Historical Depth Reports will 

receive a percentage fee discount where 

specific purchase thresholds are met. 

Specifically, the Exchange proposes to 

provide a temporary 20% discount for 

ad-hoc purchases of Historical Depth 

Data of $20,000 or more.5 The proposed 

program will apply to all market 

participants irrespective of whether the 

market participant is a new or current 

purchaser; however, the discount 

cannot be combined with any other 

discounts offered by the Exchange. The 

Exchange intends to introduce the 

discount program beginning October 18, 

2024, with the program remaining in 

effect through December 31, 2024. The 

Exchange also notes that it previously 

adopted similar discount programs for 

other historical data products offered by 

the Exchange.6

2. Statutory Basis 

The Exchange believes the proposed 

rule change is consistent with the 

Securities Exchange Act of 1934 (the 

‘‘Act’’) and the rules and regulations 

thereunder applicable to the Exchange 

and, in particular, the requirements of 

Section 6(b) of the Act.7 Specifically, 

the Exchange believes the proposed rule 


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Federal Register / Vol. 89, No. 213 / Monday, November 4, 2024 / Notices 87679 

8 15 U.S.C. 78f(b)(5). 

9 Id. 

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

11See supra note 4. 

12See Cboe Global Markets U.S. Options Market 

Month-to-Date Volume Summary (October 1, 2024), 

available at https://markets.cboe.com/us/options/ 

market_statistics/. 

13See Securities Exchange Act Release No. 51808 

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

(‘‘Regulation NMS Adopting Release’’). 

14See Securities Exchange Act Release No. 99026 

(November 28, 2023), 88 FR 84023 (December 1, 

2023) (SR–CboeEDGX–2023–070) and Securities 

Exchange Act Release No. 100352 (June 17, 2024), 

89 FR 52521 (June 24, 2024) (SR–CboeEDGX–2024– 

033). 

change is consistent with the Section 

6(b)(5) 8 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) 9 requirement that 

the rules of an exchange not be designed 

to permit unfair discrimination between 

customers, issuers, brokers, or dealers. 

The Exchange also believes the 

proposed rule change is consistent with 

Section 6(b)(4) of the Act,10 which 

requires that Exchange rules provide for 

the Members Permit Holders and other 

persons using its facilities. 

In adopting Regulation NMS, the 

Commission granted self-regulatory 

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

flexibility to offer new and unique 

market data to the public. It was 

believed that this authority would 

expand the amount of data available to 

consumers, and also spur innovation 

and competition for the provision of 

market data. The Exchange believes that 

the proposed fee changes will further 

broaden the availability of U.S. options 

market data to investors consistent with 

the principles of Regulation NMS. The 

Exchange believes the dissemination of 

historical depth of book data via 

Historical Depth Reports benefits 

investors through increased 

transparency and may promote better 

informed trading, as well as research 

and studies of the options industry. 

Nevertheless, the Exchange notes that 

such data is not necessary for trading 

and as noted above, is entirely optional. 

Moreover, several other exchanges offer 

a similar data product which offer the 

same type of data content through 

similar reports.11

The Exchange also operates in a 

highly competitive environment. 

Indeed, there are currently 17 registered 

options exchanges that trade options. 

Based on publicly available information, 

no single options exchange has more 

than 17% of the market share.12 The 

Commission has repeatedly expressed 

its preference for competition over 

regulatory intervention in determining 

prices, products, and services in the 

securities markets. Particularly, in 

Regulation NMS, the Commission 

highlighted the importance of market 

forces in determining prices and SRO 

revenues and, also, recognized that 

current regulation of the market system 

‘‘has been remarkably successful in 

promoting market competition in its 

broader forms that are most important to 

investors and listed companies.’’ 13

Making similar data products available 

to market participants fosters 

competition in the marketplace, and 

constrains the ability of exchanges to 

charge supracompetitive fees. In the 

event that a market participant views 

one exchange’s data product as more or 

less attractive than the competition they 

can and do switch between similar 

products. The proposed fees are a result 

of the competitive environment, as the 

Exchange seeks to adopt fees to attract 

purchasers of Historical Depth Reports. 

The Exchange believes that the 

proposed incentive program for any 

Member or non-Member who purchases 

Historical Depth Reports is reasonable 

because such purchasers would receive 

a 20% discount for purchasing $20,000 

or more worth of Historical Depth 

Reports. The Exchange believes the 

proposed discount is reasonable as it 

will give purchasers the ability to use 

and test the Historical Depth Reports at 

a discounted rate, prior to purchasing 

additional months or a monthly 

subscription, and will therefore 

encourage and promote users to 

purchase the Historical Depth Reports. 

Further, the proposed discount is 

intended to promote increased use of 

the Exchange’s Historical Depth Reports 

by defraying some of the costs a 

purchaser would ordinarily have to 

expend before using the data product. 

The Exchange believes that the 

proposed discount is equitable and not 

unfairly discriminatory because it will 

apply equally to all Members and nonMembers who purchase Historical 

Depth Reports. Lastly, the purchase of 

this data product is discretionary and 

not compulsory. Indeed, no market 

participant is required to purchase the 

Historical Depth Reports, and the 

Exchange is not required to make the 

Historical Depth Reports available to all 

investors. Potential purchasers may 

request the data at any time if they 

believe it to be valuable or may decline 

to purchase such data. As noted above, 

the Exchange has previously adopted 

similar discount programs for other 

historical data products offered by the 

Exchange.14

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change will impose 

any burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. The 

Exchange operates in a highly 

competitive environment in which the 

Exchange must continually adjust its 

fees to remain competitive. Because 

competitors are free to modify their own 

fees in response, including the adoption 

of similar discounts to those fees, the 

Exchange believes that the degree to 

which fee changes (including discounts 

and rebates) in this market may impose 

any burden on competition is extremely 

limited. As discussed above, the 

Exchange’s Historical Depth Reports 

offering is subject to direct competition 

from several other options exchanges 

that offer similar data products. 

Moreover, purchase of Historical Depth 

Reports is optional. It is designed to 

help investors understand underlying 

market trends to improve the quality of 

investment decisions, but is not 

necessary to execute a trade. 

The proposed rule changes are 

grounded in the Exchange’s efforts to 

compete more effectively. In this 

competitive environment, potential 

purchasers are free to choose which, if 

any, similar product to purchase to 

satisfy their need for market 

information. As a result, the Exchange 

believes this proposed rule change 

permits fair competition among national 

securities exchanges. Further, the 

Exchange believes that these changes 

will not cause any unnecessary or 

inappropriate burden on intermarket 

competition, as the proposed incentive 

program applies uniformly to any 

purchaser of Historical Depth Reports. 

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. 


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87680 Federal Register / Vol. 89, No. 213 / Monday, November 4, 2024 / Notices 

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

16 17 CFR 240.19b–4(f). 17 17 CFR 200.30–3(a)(12). 

1Status of Investment Advisory Programs Under 

the Investment Company Act of 1940, Investment 

Company Act Rel. No. 22579 (Mar. 24, 1997) [62 FR 

15098 (Mar. 31,1997)] (‘‘Adopting Release’’); in 

addition, there are no registration requirements 

under section 5 of the Securities Act of 1933 for 

programs that meet the requirements of rule 3a–4. 

See 17 CFR 270.3a–4, introductory note. 

2For purposes of rule 3a–4, the term ‘‘sponsor’’ 

refers to any person who receives compensation for 

sponsoring, organizing or administering the 

program, or for selecting, or providing advice to 

clients regarding the selection of, persons 

responsible for managing the client’s account in the 

program. 

3Clients specifically must be allowed to designate 

securities that should not be purchased for the 

account or that should be sold if held in the 

account; the rule does not require that a client be 

able to require particular securities be purchased for 

the account. 

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. 

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– 

CboeEDGX–2024–069 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–CboeEDGX–2024–069. 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–CboeEDGX–2024–069 and should be 

submitted on or before November 25, 

2024. 

For the Commission, by the Division 

of Trading and Markets, pursuant to 

delegated authority.17

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–25528 Filed 11–1–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[SEC File No. 270–401, OMB Control No. 

3235–0459] 

Proposed Collection; Comment 

Request; Extension: Rule 3a–4 

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. 350l-3520), the Securities and 

Exchange Commission (the 

‘‘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 approval. 

Rule 3a–4 (17 CFR 270.3a–4) under 

the Investment Company Act of 1940 

(15 U.S.C. 80a) (‘‘Investment Company 

Act’’ or ‘‘Act’’) provides a nonexclusive 

safe harbor from the definition of 

investment company under the Act for 

certain investment advisory programs. 

These programs, which include ‘‘wrap 

fee’’ programs, generally are designed to 

provide professional portfolio 

management services on a discretionary 

basis to clients who are investing less 

than the minimum investments for 

individual accounts usually required by 

the investment adviser but more than 

the minimum account size of most 

mutual funds. Under wrap fee and 

similar programs, a client’s account is 

typically managed on a discretionary 

basis according to pre-selected 

investment objectives. Clients with 

similar investment objectives often 

receive the same investment advice and 

may hold the same or substantially 

similar securities in their accounts. 

Because of this similarity of 

management, some of these investment 

advisory programs may meet the 

definition of investment company under 

the Act. 

In 1997, the Commission adopted rule 

3a–4, which clarifies that programs 

organized and operated in accordance 

with the rule are not required to register 

under the Investment Company Act or 

comply with the Act’s requirements.1

These programs differ from investment 

companies because, among other things, 

they provide individualized investment 

advice to the client. The rule’s 

provisions have the effect of ensuring 

that clients in a program relying on the 

rule receive advice tailored to the 

client’s needs. 

For a program to be eligible for the 

rule’s safe harbor, each client’s account 

must be managed on the basis of the 

client’s financial situation and 

investment objectives and in accordance 

with any reasonable restrictions the 

client imposes on managing the 

account. When an account is opened, 

the sponsor 2 (or its designee) must 

obtain information from each client 

regarding the client’s financial situation 

and investment objectives, and must 

allow the client an opportunity to 

impose reasonable restrictions on 

managing the account.3 In addition, the 

sponsor (or its designee) must contact 

the client annually to determine 

whether the client’s financial situation 

or investment objectives have changed 

and whether the client wishes to impose 

any reasonable restrictions on the 


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