90782 Federal Register / Vol. 89, No. 222 / Monday, November 18, 2024 / Notices 

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

21 17 CFR 240.19b–4(f)(6). 

22 17 CFR 240.19b–4(f)(6). In addition, Rule 19b– 

4(f)(6) requires the Exchange to give the 

Commission written notice of its intent to file the 

proposed rule change, along with a brief description 

and text of the proposed rule change, at least five 

business days prior to the date of filing of the 

proposed rule change, or such shorter time as 

designated by the Commission. The Exchange has 

satisfied this requirement. 

23 15 U.S.C. 78s(b)(2)(B). 24 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

The proposal would not burden 

competition in the sale of such circuits, 

but rather, enhance it by providing 

Users with an additional choice for their 

circuit needs. 

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 Exchange has filed the proposed 

rule change pursuant to Section 

19(b)(3)(A)(iii) of the Act 20 and Rule 

19b–4(f)(6) thereunder.21 Because the 

proposed rule change does not: (i) 

significantly affect the protection of 

investors or the public interest; (ii) 

impose any significant burden on 

competition; and (iii) become operative 

prior to 30 days from the date on which 

it was filed, or such shorter time as the 

Commission may designate, if 

consistent with the protection of 

investors and the public interest, the 

proposed rule change has become 

effective pursuant to Section 19(b)(3)(A) 

of the Act and Rule 19b–4(f)(6)(iii) 

thereunder.22

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) 23 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– 

NYSEAMER–2024–64 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–NYSEAMER–2024–64. 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–NYSEAMER–2024–64 and should 

be submitted on or before December 9, 

2024. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.24

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–26744 Filed 11–15–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–101584; File No. SR–LTSE– 

2024–08] 

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

Filing and Immediate Effectiveness of 

a Proposed Rule Change To Amend 

the Fee Schedule To Adopt Certain 

Market Data Fees 

November 12, 2024. 

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

Securities Exchange Act of 1934 

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

notice is hereby given that on November 

1, 2024, Long-Term Stock Exchange, 

Inc. (‘‘LTSE’’ or Exchange’’) 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 selfregulatory 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 amend the LTSE Fee Schedule (the 

‘‘Fee Schedule’’) to adopt certain market 

data fees effective November 1, 2024. 

The Exchange notes that it submitted a 

separate filing with the Commission 

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

Act to establish the Fee Schedule and 

adopt transaction fees upon 

commencement of its transition to a 

new trading platform on September 23, 

2024. 

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 


lotter on DSK11XQN23PROD with NOTICES1
Federal Register / Vol. 89, No. 222 / Monday, November 18, 2024 / Notices 90783 

3See LTSE Rule 11.330(a)(1). 

4 Internal distribution includes the sharing of any 

Exchange data product to other legal entities 

affiliated with the Firm that have been disclosed to 

the Exchange. For instance, if a company has 

multiple affiliated broker-dealers under the same 

holding company, that company could have one of 

the broker-dealers or a non broker-dealer affiliate 

subscribe to an Exchange Data product and then 

share the data with other affiliates that have a need 

for the data. This sharing with affiliates would not 

be considered external distribution to a third party 

but instead would be considered internal 

distribution to data recipients within the 

Distributor’s own organization. 

5External distribution would be defined to mean 

a Firm that receives an Exchange data product and 

then distributes that data to a third party or one or 

more data recipients outside the Firm’s 

organization. 

6See LTSE Rule 11.330(a)(2). 

7See LTSE Rule 11.330(a)(3). 

8 15 U.S.C. 78s(b)(1). 

9 17 CFR 240.19b–4. 

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

11 15 U.S.C. 78f(b)(4). 

12 15 U.S.C. 78(b)(5) [sic]. 

13 15 U.S.C. 78f(b)(8). 

14 In 2019, Commission staff published guidance 

suggesting the types of information that SROs may 

use to demonstrate that their fee filings comply 

with the standards of the Exchange Act (‘‘Fee 

Guidance’’). While LTSE understands that the Fee 

Guidance does not create new legal obligations on 

SROs, the Fee Guidance is consistent with LTSE’s 

view about the type and level of transparency that 

exchanges should meet to demonstrate compliance 

with their existing obligations when they seek to 

charge new fees. See Staff Guidance on SRO Rule 

Filings Relating to Fees (May 21, 2019). 

15The Exchange and MEMX Technologies 

executed a Development, License and Services 

Agreement on January 23, 2024, with accompanying 

Schedules (collectively, the ‘‘DLSA’’). MEMX 

Technologies, an affiliate of the MEMX Exchange, 

is in the business of developing technology systems 

for use in the financial industry. See SR–LTSE– 

2024–03. 

16See Securities Exchange Act Release No. 34– 

97130 (March 13, 2023), 88 FR 16491 (March 17, 

2013) (SR–MEMX–2023–04). 

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 is proposing to 

establish a new section (D. Market Data 

Fees) in the Long-Term Stock Exchange 

Fee Schedule and adopt fees for its 

proprietary market data feeds, Depth of 

Book, Top of Book and Last Sale 

(collectively, the ‘‘Exchange Data 

Feeds’’). The Exchange is proposing to 

implement the proposed fees effective 

November 1, 2024. 

Proposed Market Data Pricing 

The Exchange offers three separate 

data feeds to subscribers—Depth of 

Book, Top of Book and Last Sale. The 

Exchange notes that there is no 

requirement that any Firm subscribe to 

a particular Exchange Data Feed or any 

Exchange Data Feed whatsoever, but 

instead, a Firm may choose to maintain 

subscriptions to those Exchange Data 

Feeds they deem appropriate based on 

their business model. The proposed fee 

will not apply differently based upon 

the size or type of Firm, but rather based 

upon the subscriptions a Firm has to 

Exchange Data Feeds and their use 

thereof, which are in turn based upon 

factors deemed relevant by each Firm. 

The proposed pricing for each of the 

Exchange Data Feeds is set forth below. 

Depth of Book 

The Depth of Book feed is a LTSEonly market data feed that contains all 

displayed orders for securities trading 

on the Exchange (i.e., top and depth-ofbook order data), order executions (i.e., 

last sale data), order cancellations, order 

modifications, order identification 

numbers, and administrative messages.3

For the receipt of access to the Depth of 

Book feed the Exchange proposes to 

charge $2,500 per month. The proposed 

fee would be charged to any data 

recipient that receives the Depth of 

Book feed for the purpose of either 

internal distribution within the 

Company and/or with Affiliates 4 or 

external distribution to External 

Parties.5 The proposed fee for Depth of 

Book will be charged only once per 

month per subscribing entity (‘‘Firm’’). 

Top of Book 

The Top of Book feed is a LTSE-only 

market data feed that contains top of 

book quotations based on equity orders 

entered into the System as well as 

administrative messages.6 For the 

receipt of access to the Top of Book feed 

the Exchange proposes to charge $500 

per month. The proposed fee would be 

charged to any data recipient that 

receives the Top of Book feed for the 

purpose of either internal distribution 

within the Company and/or with 

Affiliates or external distribution to 

External Parties. The proposed fee for 

Top of Book will be charged only once 

per month per subscribing entity Firm. 

Last Sale 

The Last Sale feed is a LTSE-only 

market data feed that contains only 

execution information based on equity 

orders entered into the System as well 

as administrative messages.7 For the 

receipt of access to the Last Sale feed 

the Exchange proposes to charge $0 per 

month. 

In proposing to charge fees for 

Exchange Data Feeds, the Exchange has 

sought to be especially diligent in 

assessing those fees in a transparent way 

against its own aggregate costs of 

providing the related services, and also 

carefully and transparently assessing the 

impact on Members—both generally and 

in relation to other Members, i.e., to 

assure the fee will not create a financial 

burden on any participant and will not 

have an undue impact in particular on 

smaller Members and competition 

among Members in general. The 

Exchange believes that this level 

diligence and transparency is called for 

by the requirements of Section 19(b)(1) 

under the Act,8 and Rule 19b–4 

thereunder,9 with respect to the types of 

information self-regulatory 

organizations (‘‘SROs’’) should provide 

when filing fee changes, and Section 

6(b) of the Act,10 which requires, among 

other things, that exchange fees be 

reasonable and equitably allocated,11

not designed to permit unfair 

discrimination,12 and that they not 

impose a burden on competition not 

necessary or appropriate in furtherance 

of the purposes of the Act.13 This rule 

change proposal addresses those 

requirements, and the analysis and data 

in each of the sections that follow are 

designed to clearly and 

comprehensively show how they are 

met.14

Cost Analysis 

The Exchange notes it operates a 

unique model where the LTSE trading 

system and services are provided on an 

outsourced basis by MEMX 

Technologies LLC.15 As such, most of 

the Exchange’s technology costs, 

including those related to Exchange 

Data Feeds are incorporated into the 

overall fees that the Exchange pays 

MEMX Technologies as part of its multiyear arrangement to provide a trading 

system and associated services. Because 

of this arrangement, the Exchange does 

not possess the same level of specificity 

for cost drivers related to Exchange Data 

Feeds as other exchanges have detailed 

within their own similar filings. 

However, the Exchange recognizes that 

the costs associated with building out 

and maintaining a state-of-the-art 

network infrastructure for LTSE were 

extensive and in line with the costs that 

MEMX LLC, an exchange that also uses 

the trading system and associated 

services of MEMX Technologies, 

outlined in its own filing establishing 

market data fees for Members and NonMembers.16 These include costs 

associated with maintaining and 

expanding a team of highly-skilled 

engineers, fees charged by the thirdparty data center operator, and costs 


lotter on DSK11XQN23PROD with NOTICES1
90784 Federal Register / Vol. 89, No. 222 / Monday, November 18, 2024 / Notices 

associated with fully-supporting 

advances in infrastructure and 

expansion of network level services, 

including customer monitoring, alerting 

and reporting. There are also significant 

technology expenses related to 

establishing and maintaining 

Information Security services, enhanced 

network monitoring and customer 

reporting, as well as Regulation SCI 

mandated processes, associated with the 

MEMX Technologies network 

technology. Because of this structure, 

the Exchange is unable to separate out 

the costs for servicing and providing 

Exchange Market Data, as these are 

intricately combined in its DSLA with 

MEMX Technologies. 

Further, while the Exchange has been 

operating since September 2020, it only 

entered the DLSA with MEMX 

Technologies LLC in January of this year 

and launched the new trading system in 

September 2024. Therefore, the 

Exchange’s most recent publicly 

available financial statement (2023 

Audited Unconsolidated Financial 

Statement) is not an accurate reflection 

of the total annual costs associated with 

the development and operation of 

Market Data on LTSE. Accordingly, the 

Exchange believes it is more appropriate 

to justify its fees using cost figures that 

are isolated specifically for LTSE on an 

annualized basis, and utilizing a recent 

monthly billing cycle and extrapolated 

annualized costs on a going-forward 

basis. 

LTSE recently calculated its aggregate 

monthly costs for providing Market Data 

at $212,963 beginning October 1, 2024. 

Before the launch of the new trading 

system in September 2024 the Exchange 

did not offer any market data products. 

Now, in order to cover some of the 

aggregate costs of providing Market Data 

to market participants (both Members 

and non-Members) the Exchange is 

proposing to modify its Fee Schedule 

and charge the Market Data fees detailed 

above. 

In order to determine the Exchange’s 

costs for providing the services 

associated with the Market Data Fees, 

the Exchange conducted an extensive 

review in which the Exchange analyzed 

every expense item in the Exchange’s 

general expense ledger to determine 

whether each such expense relates to 

the services associated with the Market 

Data Fees, and, if such expense did so 

relate, what portion (or percentage) of 

such expense actually supports those 

services. The sum of all such portions 

of expenses represents the total cost of 

the Exchange to provide the services 

associated with the Market Data Fees. 

For the avoidance of doubt, no expense 

amount was allocated twice. The 

Exchange is also providing detailed 

information regarding the Exchange’s 

cost allocation methodology—namely, 

information that explains the 

Exchange’s rationale for determining 

that it was reasonable to allocate certain 

expenses described in this filing 

towards the total cost to provide 

Exchange Data Feeds. 

The Exchange believes that the 

Market Data Fees are fair and reasonable 

because they will not result in excessive 

pricing or supra-competitive profit, 

when comparing the total annual 

expense that the Exchange projects to 

incur in connection with providing the 

services associated with the proposed 

Market Data Fees versus the total annual 

revenue of the Exchange projects to 

collect in connection with providing 

those services. 

Costs Related to Offering Market Data 

The following chart details the 

individual line-item costs considered by 

LTSE to be related to offering market 

data as well as the percentage of the 

Exchange’s overall costs per year such 

costs represent for such area (e.g., as set 

forth below, the Exchange allocated 

approximately 10% of its overall 

Human Resources cost to offering 

market data). 

Cost drivers Yearly costs % of all 

Third-Party Expenses .................................................................................................................................. $1,854,420 32 

Human Resources ....................................................................................................................................... 543,100 10 

Data Center ................................................................................................................................................. 158,040 30 

Total ...................................................................................................................................................... 2,555,560 ..............................

Below are additional details regarding 

each of the line-item costs considered 

by LTSE to be related to offering the 

Exchange Data Feeds. 

Third-Party Expenses 

As discussed above, LTSE has 

undertaken a unique model where it has 

outsourced its technology to a thirdparty technology provider. As such the 

costs associated with Exchange Data 

Feeds for this provider include (1) the 

network infrastructure costs that 

includes cabling and switches required 

to generate and disseminate the 

Exchange Data Feeds. These costs also 

include the servers used at the 

Exchange’s primary and back-up data 

centers specifically for the Exchange 

Data Feeds; (2) costs the third-party 

provider incurs to provide physical 

connectivity in the data centers where it 

maintains its equipment—such as 

dedicated space, security services, 

cooling and power, (3) hardware and 

software licenses used to operate and 

monitor physical assets necessary to 

offer the Exchange Data Feeds, and (4) 

depreciation of physical assets and 

software, which also includes assets 

used for generating and disseminating 

the Exchange Data Feeds. 

Human Resources 

For personnel costs (Human 

Resources), LTSE calculated an 

allocation of LTSE employee time for 

employees whose functions include 

providing services necessary to offer the 

Exchange Data Feeds, including 

performance thereof, as well as 

personnel with ancillary functions 

related to establishing and providing 

such services (such as information 

security and finance personnel). The 

Exchange notes that it has fewer than 

fifty (50) employees and each 

department leader has direct knowledge 

of the time spent by each employee with 

respect to the various tasks necessary to 

operate the Exchange. The estimates of 

Human Resources cost were therefore 

determined by consulting with such 

department leaders, determining which 

employees are involved in tasks related 

to providing the Exchange Data Feeds, 

and confirming that the proposed 

allocations were reasonable based on an 

understanding of the percentage of their 

time such employees devote to tasks 

related to market data. The Exchange 

notes that senior level executives were 

only allocated Human Resources costs 

to the extent the Exchange believed they 

were involved in overseeing tasks 

related to providing the Exchange Data 

Feeds. The Human Resources cost was 

calculated using a blended rate of 

compensation reflecting salary, equity 

and bonus compensation, benefits, 

payroll taxes, and 401(k) matching 

contributions. 


lotter on DSK11XQN23PROD with NOTICES1
Federal Register / Vol. 89, No. 222 / Monday, November 18, 2024 / Notices 90785 

17See Securities Exchange Act Release No. 34– 

101320 (October 11, 2024), 89 FR 83731 (October 

17, 2024) (SR–LTSE–2024–07). 

18 15 U.S.C. 78f. 

19 15 U.S.C. 78f(b)(4). 

20 15 U.S.C. 78f(b)(5). 21 IEX charges $2,500 per month for its Depth of 

Book Feed (DEEP Feed) and $500 per month for its 

Top of Book Feed (TOPS Feed). All other market 

data products on IEX are free. 

22 15 U.S.C. 78f(b)(5). 

Data Center 

Data Center costs include an 

allocation of the costs the Exchange 

incurs to monitor its trading platform 

and the Exchange Data Feeds in thirdparty data centers where it maintains its 

equipment as well as related costs (the 

Exchange does not own the Primary 

Data Center or the Secondary Data 

Center, but instead, leases space in data 

centers operated by third parties). 

Proposed Fees—Additional Discussion 

In conducting its Cost Analysis, the 

Exchange did not allocate any of its 

expenses in full to any core service and 

did not double-count any expenses. 

Instead, as described above, the 

Exchange identified and allocated 

applicable cost drivers across its core 

services and used the same approach to 

analyzing costs to form the basis of a 

separate proposal to adopt fees for 

connectivity services (the ‘‘Connectivity 

Filing’’) 17 and this filing proposing fees 

for Exchange Data Feeds. Thus, the 

Exchange’s allocations of cost across 

core services were based on real costs of 

operating the Exchange and were not 

double-counted across the core services 

or their associated revenue streams. 

The Exchange anticipates that the 

proposed fees for Exchange Data Feeds 

will generate approximately $50,000 

monthly ($600,000 annually) based on 

the subscriptions to Exchange Data 

Feeds in the last six weeks, as well as 

projections of new subscriptions as the 

Exchange ramps up trading within its 

new trading platform. The proposed fees 

for Exchange Data Feeds are designed to 

permit the Exchange to cover a portion 

of costs for providing Exchange Data 

Feeds, which the Exchange believes is 

fair and reasonable after taking into 

account the costs related to creating, 

generating, and disseminating the 

Exchange Data Feeds and the fact that 

the Exchange will need to fund future 

expenditures (increased costs, 

improvements, etc.). LTSE notes that 

like other exchanges, it is after all, a forprofit business. Accordingly, while the 

Exchange believes in transparency 

around costs and potential margins, as 

well as periodic review of revenues and 

applicable costs (as discussed below), 

the Exchange does not believe that these 

estimates should form the sole basis of 

whether or not a proposed fee is 

reasonable or can be adopted. Instead, 

the Exchange believes that the 

information should be used solely to 

confirm that an Exchange is not earning 

supra-competitive profits, and the 

Exchange believes its Cost Analysis and 

related projections demonstrate this 

fact. As a general matter, the Exchange 

believes that its costs will remain 

relatively similar in future years. It is 

possible however that such costs will 

either decrease or increase. To the 

extent the Exchange sees growth in use 

of Exchange Data Feeds it will receive 

additional revenue to offset future cost 

increases. However, if use of Exchange 

Data Feeds is static or decreases, the 

Exchange might not realize the revenue 

that it anticipates or needs in order to 

cover applicable costs. Accordingly, the 

Exchange is committing to conduct a 

one-year review after implementation of 

these fees. The Exchange expects that it 

may propose to adjust fees at that time, 

to increase fees in the event that 

revenues fail to cover costs and a 

reasonable mark-up of such costs. 

Similarly, the Exchange expects that it 

would propose to decrease fees in the 

event that revenue materially exceeds 

current projections. In addition, the 

Exchange will periodically conduct a 

review to inform its decision making on 

whether a fee change is appropriate 

(e.g., to monitor for costs increasing/ 

decreasing or subscribers increasing/ 

decreasing, etc. in ways that suggest the 

then-current fees are becoming 

dislocated from the prior cost-based 

analysis) and expects that it would 

propose to increase fees in the event 

that revenues fail to cover its costs and 

a reasonable mark-up, or decrease fees 

in the event that revenue or the markup materially exceeds current 

projections. In the event that the 

Exchange determines to propose a fee 

change, the results of a timely review, 

including an updated cost estimate, will 

be included in the rule filing proposing 

the fee change. More generally, the 

Exchange believes that it is appropriate 

for an exchange to refresh and update 

information about its relevant costs and 

revenues in seeking any future changes 

to fees, and the Exchange commits to do 

so. 

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

the provisions of Section 6(b) 18 of the 

Act in general, and furthers the 

objectives of Section 6(b)(4) 19 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 are consistent with the objectives of 

Section 6(b)(5) 20 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 notes prior to 

addressing the specific reasons the 

Exchange believes the proposed fees 

and fee structure are reasonable, 

equitably allocated and not 

unreasonably discriminatory, that the 

proposed definitions and fee structure 

described above are consistent with the 

definitions and fee structure used by 

most U.S. securities exchanges, and the 

Investors Exchange LLC (‘‘IEX’’) 21 in 

particular. As such, the Exchange 

believes it is adopting a model that is 

easily understood by Members and nonMembers, most of which also subscribe 

to market data products from other 

exchanges. For this reason, the 

Exchange believes that the proposed 

definitions and fee structure described 

above are consistent with the Act 

generally, and Section 6(b)(5) 22 of the 

Act in particular. 

Reasonableness 

With regard to reasonableness, the 

Exchange understands that the 

Commission has traditionally taken a 

market-based approach to examine 

whether the SRO making the fee 

proposal was subject to significant 

competitive forces in setting the terms 

of the proposal. The Exchange 

understands that in general the analysis 

considers whether the SRO has 

demonstrated in its filing that (i) there 

are reasonable substitutes for the 

product or service; (ii) ‘‘platform’’ 

competition constrains the ability to set 

the fee; and/or (iii) revenue and cost 

analysis shows the fee would not result 

in the SRO taking supracompetitive 

profits. If the SRO demonstrates that the 

fee is subject to significant competitive 

forces, the Exchange understands that in 

general the analysis will next consider 

whether there is any substantial 

countervailing basis to suggest the fee’s 

terms fail to meet one or more standards 

under the Exchange Act. The Exchange 


lotter on DSK11XQN23PROD with NOTICES1
90786 Federal Register / Vol. 89, No. 222 / Monday, November 18, 2024 / Notices 

23See the MEMX fee schedule, available at: 

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

24MEMX charges between $1,500 and $5,000 for 

its Depth of Book Feed. 

25MEMX charges between $750 and $10,000 for 

its Top of Book Feed. 

26MEMX charges between $500 and $10,000 for 

its Last Sale Feed. 27 15 U.S.C. 78f(b)(8). 

further understands that if the filing 

fails to demonstrate that the fee is 

constrained by competitive forces, the 

SRO must provide a substantial basis, 

other than competition, to show that it 

is consistent with the Exchange Act, 

which may include production of 

relevant revenue and cost data 

pertaining to the product or service. 

The Exchange has not determined its 

proposed overall market data fees based 

on assumptions about market 

competition, instead relying upon a 

cost-plus model to determine a 

reasonable fee structure that is informed 

by the Exchange’s understanding of 

different uses of the products by 

different types of participants. In this 

context, the Exchange believes the 

proposed fees overall are fair and 

reasonable as a form of cost recovery 

plus the possibility of a reasonable 

return for Exchange’s aggregate costs of 

offering the Exchange Data Feeds. The 

Exchange believes the proposed fees are 

reasonable because they are designed to 

generate annual revenue to recoup some 

of Exchange’s annual costs of providing 

market data. Accordingly, the Exchange 

believes that this fee methodology is 

reasonable because it allows the 

Exchange to recoup some or all of its 

expenses for providing market data 

products. The Exchange also believes 

that the proposed fees are reasonable 

because they are generally less than the 

fees charged by competing equities 

exchanges for comparable market data 

products, notwithstanding that the 

competing exchanges may have 

different system architectures that may 

result in different cost structures for the 

provision of market data. 

The Exchange believes the proposed 

fees for the Exchange Data Feeds are 

reasonable when compared to fees for 

comparable products, such as the 

MEMX LLC (‘‘MEMX’’) 23 MEMOIR 

Depth Feed,24 MEMOIR Top Feed 25 and 

MEMOIR Last Sale Feed 26 compared to 

which the Exchange’s proposed fees are 

generally lower, as well as other 

comparable data feeds priced 

significantly higher than the Exchange’s 

proposed fees for the Exchange Data 

Feeds. Specifically with respect to the 

Depth of Book feed, the Exchange 

believes that the proposed fees for such 

feed are reasonable because they 

represent not only the value of the data 

available from the Top of Book and Last 

Sale data feeds, which have lower 

proposed fees, but also the value of 

receiving the depth-of-book data on an 

order-by order basis. The Exchange 

believes it is reasonable to have pricing 

based, in part, upon the amount of 

information contained in each data feed 

and the value of that information to 

market participants. The Top of Book 

and Last Sale data feeds, as described 

above, can be utilized to trade on the 

Exchange but contain less information 

than that is available on the Depth of 

Book feed (i.e., even for a subscriber 

who takes both feeds, such feeds do not 

contain depth-of-book information). 

Thus, the Exchange believes it 

reasonable for the products to be priced 

as proposed, with Last Sale having the 

lowest price, Top of Book the next 

lowest price, and Depth of Book the 

highest price (and more than Last Sale 

and Top of Book combined). 

Equitable Allocation 

The Exchange believes that its 

proposed fees are reasonable, fair, and 

equitable, and not unfairly 

discriminatory because they are 

designed to align fees with services 

provided. The Exchange believes the 

proposed fees for the Exchange Data 

Feeds are allocated fairly and equitably 

among the various categories of users of 

the feeds, and any differences among 

categories of users are justified and 

appropriate. The Exchange believes that 

the proposed fees are equitably 

allocated because they will apply 

uniformly to all data recipients that 

choose to subscribe to the Exchange 

Data Feeds. Any subscriber or vendor 

that chooses to subscribe to one or more 

Exchange Data Feeds is subject to the 

same Fee Schedule, regardless of what 

type of business they operate, and the 

decision to subscribe to one or more 

Exchange Data Feeds is based on 

objective differences in usage of 

Exchange Data Feeds among different 

Firms, which are still ultimately in the 

control of any particular Firm. The 

Exchange believes the proposed pricing 

between Exchange Data Feeds is 

equitably allocated because it is based, 

in part, upon the amount of information 

contained in each data feed and the 

value of that information to market 

participants. The Top of Book and Last 

Sale data feeds, as described above, can 

be utilized to trade on the Exchange but 

contain less information than that is 

available on the Depth of Book feed (i.e., 

even for a subscriber who takes both 

feeds, such feeds do not contain depthof-book information). Thus, the 

Exchange believes it is an equitable 

allocation of fees for the products to be 

priced as proposed, with Last Sale 

having the lowest price, Top of Book the 

next lowest price, and Depth of Book 

the highest price (and more than Last 

Sale and Top of Book combined). 

The Proposed Fees Are Not Unfairly 

Discriminatory 

The Exchange believes that the 

proposed fees are not unfairly 

discriminatory because they would 

apply to all data recipients that choose 

to subscribe to the same Exchange Data 

Feed(s). Any vendor or subscriber that 

chooses to subscribe to the Exchange 

Data Feeds is subject to the same Fee 

Schedule, regardless of what type of 

business they operate. Because the 

proposed fees for Depth of Book are 

higher, vendors and subscribers seeking 

lower cost options may instead choose 

to receive data from the SIPs or through 

the Top of Book and/or Last Sale feed 

for a lower cost. Alternatively, vendors 

and subscribers can choose to pay for 

the Depth of Book feed in order to 

receive data in a single feed with depthof-book information if such information 

is valuable to such vendors or 

subscribers. The Exchange notes that 

vendors or subscribers can also choose 

to subscribe to a combination of data 

feeds for redundancy purposes or to use 

different feeds for different purposes. In 

sum, each vendor or subscriber has the 

ability to choose the best business 

solution for itself. The Exchange does 

not believe it is unfairly discriminatory 

to base pricing upon the amount of 

information contained in each data feed 

and the value of that information to 

market participants. As described above, 

the Top of Book and Last Sale data 

feeds, can be utilized to trade on the 

Exchange but contain less information 

than that is available on the Depth of 

Book feed (i.e., even for a subscriber 

who takes both feeds, such feeds do not 

contain depth-of-book information). 

Thus, the Exchange believes it is not 

unfairly discriminatory for the products 

to be priced as proposed, with Last Sale 

having the lowest price, Top of Book the 

next lowest price, and Depth of Book 

the highest price (and more than Last 

Sale and Top of Book combined). 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

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

the Act,27 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. 


lotter on DSK11XQN23PROD with NOTICES1
Federal Register / Vol. 89, No. 222 / Monday, November 18, 2024 / Notices 90787 

28 15 U.S.C. 78s(b)(3)(A)(ii). 29 17 CFR 240.19b–4(f)(2). 

30 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

Intramarket Competition 

The Exchange does not believe that 

the proposed fees for Exchange Data 

Feeds place certain market participants 

at a relative disadvantage to other 

market participants because, as noted 

above, the proposed fees are associated 

with usage of Exchange Data Feeds by 

each market participant based on the 

type of business they operate, and the 

decision to subscribe to one or more 

Exchange Data Feeds is based on 

objective differences in usage of 

Exchange Data Feeds among different 

Firms, which are still ultimately in the 

control of any particular Firm, and such 

fees do not impose a barrier to entry to 

smaller participants. Accordingly, the 

proposed fees for Exchange Data Feeds 

do not favor certain categories of market 

participants in a manner that would 

impose a burden on competition; rather, 

the allocation of the proposed fees 

reflects the types of Exchange Data 

Feeds consumed by various market 

participants and their usage thereof. 

Intermarket Competition 

The Exchange does not believe the 

proposed fees place an undue burden on 

competition on other SROs that is not 

necessary or appropriate. In particular, 

market participants are not forced to 

subscribe to any of the Exchange Data 

Feeds, as described above. Additionally, 

other exchanges have similar market 

data fees in place for their participants, 

but with comparable and in many cases 

higher rates for market data feeds. The 

proposed fees are based on actual costs 

and are designed to enable the Exchange 

to recoup its applicable costs with the 

possibility of a reasonable profit on its 

investment as described in the Purpose 

and Statutory Basis sections. Competing 

equities exchanges are free to adopt 

comparable fee structures subject to the 

SEC rule filing process. 

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 28 and paragraph (f)(2) of Rule 19b– 

4 thereunder.29 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–2024–08 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–2024–08. 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–2024–08 and should be 

submitted on or before December 9, 

2024. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.30

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–26751 Filed 11–15–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–101589; File No. SR– 

SAPPHIRE–2024–35] 

Self-Regulatory Organizations; MIAX 

Sapphire, LLC; Notice of Filing and 

Immediate Effectiveness of a Proposed 

Rule Change by MIAX Sapphire LLC To 

Extend the Sunset Provision Relating 

to the Options Regulatory Fee (ORF) 

November 12, 2024. 

Pursuant to the provisions of 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 October 31, 2024, MIAX Sapphire, 

LLC (‘‘MIAX Sapphire’’ or ‘‘Exchange’’) 

filed with the Securities and Exchange 

Commission (‘‘Commission’’) a 

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 

The Exchange is filing a proposal to 

amend the MIAX Sapphire Options 

Exchange Fee Schedule (the ‘‘Fee 

Schedule’’) relating to the Options 

Regulatory Fee (‘‘ORF’’) to extend the 

current sunset date of October 31, 2024 

to May 31, 2025. 

The text of the proposed rule change 

is available on the Exchange’s website at 

https://www.miaxglobal.com/markets/ 

us-options/all-options-exchanges/ruleVerDate Sep<11>2014 17:17 Nov 15, 2024 Jkt 265001 PO 00000 Frm 00125 Fmt 4703 Sfmt 4703 E:\FR\FM\18NON1.SGM 18NON1

lotter on DSK11XQN23PROD with NOTICES1