Federal Register / Vol. 89, No. 224 / Wednesday, November 20, 2024 / Notices 91843 

11 17 CFR 200.30–3(a)(12). 1 15 U.S.C. 78s(b)(1). 

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

4The proposed rule change establishing the 

NYSE Agg Lite data feed was immediately effective 

on February 27, 2024. See Securities Exchange Act 

Release No. 99689 (March 7, 2024), 89 FR 18466 

(March 13, 2024) (SR–NYSE–2024–12) (Notice of 

Filing and Immediate Effectiveness of Proposed 

Rule Change To Establish the NYSE Aggregated Lite 

Market Data Feed). 

5The Exchange originally filed to amend the Fee 

Schedule on May 13, 2024 (SR–NYSE–2024–29). 

On July 11, 2024, the Exchange withdrew SR– 

NYSE–2024–29 and replaced it with SR–NYSE– 

2024–38. On September 6, 2024, the Exchange 

withdrew SR–NYSE–2024–38 and replaced it with 

SR–NYSE–2024–54. On November 4, 2024, the 

Exchange withdrew SR–NYSE–2024–54 and 

replaced it with this filing. 

6See Securities Exchange Act Release No. 51808 

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

(File No. S7–10–04) (Final Rule) (‘‘Regulation 

NMS’’). 

7See Securities Exchange Act Release No. 61358, 

75 FR 3594, 3597 (January 21, 2010) (File No. S7– 

02–10) (Concept Release on Equity Market 

Structure). 

8See Cboe U.S Equities Market Volume 

Summary, available at https://markets.cboe.com/us/ 

equities/market_share. See generally https://

www.sec.gov/fastanswers/divisions

marketregmrexchangesshtml.html. 

9See FINRA ATS Transparency Data, available at 

https://otctransparency.finra.org/otctransparency/

AtsIssueData. A list of alternative trading systems 

registered with the Commission is available at 

https://www.sec.gov/foia/docs/atslist.htm. 

10See Cboe Global Markets, U.S. Equities Market 

Volume Summary, available at http://

markets.cboe.com/us/equities/market_share/. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.11

Vanessa A. Countryman, 

Secretary. 

[FR Doc. 2024–27021 Filed 11–19–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–101626; File No. SR–NYSE– 

2024–71] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change To Establish 

Fees for the NYSE Aggregated Lite 

Data Feed 

November 14, 2024. 

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

Securities Exchange Act of 1934 

(‘‘Act’’) 2 and Rule 19b–4 thereunder,3

notice is hereby given that on November 

4, 2024, New York Stock Exchange LLC 

(‘‘NYSE’’ 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 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 proposes to establish 

fees for the NYSE Aggregated Lite data 

feed. The proposed rule change is 

available on the Exchange’s website at 

www.nyse.com, at the principal office of 

the Exchange, and at the Commission’s 

Public Reference Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

self-regulatory organization included 

statements concerning the purpose of, 

and basis for, the proposed rule change 

and discussed any comments it received 

on the proposed rule change. The text 

of those statements may be examined at 

the places specified in Item IV below. 

The Exchange has prepared summaries, 

set forth in sections A, B, and C below, 

of the most significant parts of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and the 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to amend the 

NYSE Proprietary Market Data Fees 

Schedule (‘‘Fee Schedule’’) and 

establish fees for the NYSE Aggregated 

Lite (‘‘NYSE Agg Lite’’) data feed,4

effective November 4, 2024.5

In summary, the NYSE Agg Lite is a 

NYSE-only frequency-based depth of 

book market data feed of the NYSE’s 

limit order book for up to ten (10) price 

levels on both the bid and offer sides of 

the order book for securities traded on 

the Exchange and for which the 

Exchange reports quotes and trades 

under the Consolidated Tape 

Association (‘‘CTA’’) Plan or the 

Nasdaq/UTP Plan. The NYSE Agg Lite 

is a compilation of limit order data that 

the Exchange provides to vendors and 

subscribers. The NYSE Agg Lite 

includes partial depth of book order 

data as well as security status messages. 

The security status message informs 

subscribers of changes in the status of a 

specific security, such as trading halts, 

short sale restriction, etc. In addition, 

the NYSE Agg Lite includes order 

imbalance information prior to the 

opening and closing of trading. 

Background 

The Exchange operates in a highly 

competitive market. The Commission 

has repeatedly expressed its preference 

for competition over regulatory 

intervention in determining prices, 

products, and services in the securities 

markets. In Regulation NMS, the 

Commission highlighted the importance 

of market forces in determining prices 

and SRO revenues and, also, recognized 

that current regulation of the market 

system ‘‘has been remarkably successful 

in promoting market competition in its 

broader forms that are most important to 

investors and listed companies.’’ 6

While Regulation NMS has enhanced 

competition, it has also fostered a 

‘‘fragmented’’ market structure where 

trading in a single stock can occur 

across multiple trading centers. When 

multiple trading centers compete for 

order flow in the same stock, the 

Commission has recognized that ‘‘such 

competition can lead to the 

fragmentation of order flow in that 

stock.’’ 7 Indeed, cash equity trading is 

currently dispersed across 16 

exchanges,8 numerous alternative 

trading systems,9 and broker-dealer 

internalizers and wholesalers, all 

competing for order flow. Based on 

publicly-available information, no 

single exchange currently has more than 

20% market share (whether including or 

excluding auction volume).10

Proposed NYSE Agg Lite Data Feed Fees 

The Exchange proposes to establish 

the fees listed below for the NYSE Agg 

Lite data feed. The Exchange proposes 

to charge fees for the same categories of 

market data use as its affiliated 

exchanges (namely, NYSE Arca, NYSE 

American and NYSE National) currently 

charge. The Exchange believes that 

adopting the same fee structure as its 

affiliated exchanges would reduce 

administrative burdens on market data 

subscribers that also currently subscribe 

to market data feeds from the 

Exchange’s affiliates. 

1. Access Fee. For the receipt of 

access to the NYSE Agg Lite data feed, 

the Exchange proposes to charge $3,000 

per month. This proposed Access Fee 

would be charged to any data recipient 

that receives the NYSE Agg Lite data 

feed. Data recipients that only use 

display devices to view NYSE Agg Lite 

market data and do not separately 

receive a data feed would not be 

charged an Access Fee. The proposed 

Access Fee would be charged only once 

per firm. 

2. User Fees. The Exchange proposes 

to charge a Professional User Fee (Per 

User) of $35 per month and a NonVerDate Sep<11>2014 18:39 Nov 19, 2024 Jkt 265001 PO 00000 Frm 00172 Fmt 4703 Sfmt 4703 E:\FR\FM\20NON1.SGM 20NON1

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11See infra, note 15. 

12See Endnote 1 to the NYSE Arca Equites 

Proprietary Market Data Fees, available here: 

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

NYSE_Arca_Equities_Proprietary_Data_Fee_

Schedule.pdf; Endnote 1 to the NYSE American 

LLC Equities Proprietary Market Data Fees, 

available here: https://www.nyse.com/publicdocs/ 

nyse/data/NYSE_American_Equities_Market_Data_

Fee_Schedule.pdf; Endnote 1 to the NYSE National 

Equities Proprietary Market Data Fees, available 

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

NYSE_National_Market_Data_Fee_Schedule.pdf; 

Endnote 8 to the Schedule of Market Data Charges 

for the CTA, available here: https://

www.ctaplan.com/publicdocs/ctaplan/ 

notifications/trader-update/Schedule%20Of

%20Market%20Data%20Charges%20-%20January

%201,%202015.pdf; and Non-Display Usage Fees as 

set forth in the UTP Plan Fee Schedule and NonDisplay Policy, available here: http://utpplan.com/ 

DOC/Datapolicies.pdf. See, e.g., Securities 

Exchange Act Release Nos. 69278 (April 2, 2013), 

78 FR 20973 (April 8, 2013) (SR–NYSE–2013–25) 

Professional User Fee (Per User) of $6 

per month. These user fees would apply 

to each display device that has access to 

the NYSE Agg Lite data feed. 

3. Redistribution Fee. For 

redistribution of the NYSE Agg Lite data 

feed, the Exchange proposes to establish 

a fee of $250 per month. The proposed 

Redistribution Fee would be charged to 

any Redistributor of the NYSE Agg Lite 

data feed, which is defined to mean a 

vendor or any person that provides a 

real-time NYSE market data product 

externally to a data recipient that is not 

its affiliate or wholly-owned subsidiary, 

or to any system that an external data 

recipient uses, irrespective of the means 

of transmission or access. The proposed 

Redistribution Fee would be charged 

only once per Redistributor account. As 

an incentive to potential Redistributors 

to subscribe to the NYSE Agg Lite data 

feed, the Exchange proposes to waive 

the Access Fee and Redistribution Fee 

for a Redistributor if the Redistributor 

provides NYSE Agg Lite externally to at 

least one data feed recipient and reports 

such data feed recipient or recipients to 

the Exchange. For example, a 

Redistributor that subscribes to the 

NYSE Agg Lite data feed will have the 

Access Fee and Redistribution Fee 

waived if such Redistributor provides 

NYSE Agg Lite externally to at least one 

data feed recipient and reports such 

data feed recipient to the Exchange. 

By targeting this proposed fee waiver 

to Redistributors that provide external 

distribution of NYSE Agg Lite, the 

Exchange believes that this would 

provide an incentive for Redistributors 

to make the NYSE Agg Lite market data 

product available to its customers. 

Specifically, if a data recipient is 

interested in subscribing to NYSE Agg 

Lite and relies on a Redistributor to 

obtain market data products from the 

Exchange, that data recipient would 

need its Redistributor to subscribe to 

and redistribute NYSE Agg Lite. The 

Exchange believes that this proposed fee 

waiver for Redistributors of NYSE Agg 

Lite would provide an incentive for 

Redistributors to make NYSE Agg Lite 

available to their customers, which will 

increase the availability of the 

Exchange’s market data products to a 

larger potential population of data 

recipients. 

Further, the Exchange proposes to 

adopt a credit that would be applicable 

to Redistributors that provide external 

distribution of NYSE Agg Lite to 

Professional and Non-Professional 

Users. As proposed, such Redistributors 

would receive a credit equal to the 

amount of the monthly Professional 

User and Non-Professional User Fees for 

such external distribution, up to a 

maximum of the combination of the 

Access Fee and Redistribution Fee for 

NYSE Agg Lite that the Redistributor 

would otherwise be required to pay to 

the Exchange. For example, a 

Redistributor that reports external 

Professional Users and Non-Professional 

Users in a month totaling $3,250 or 

more would receive a maximum credit 

of $3,250 for that month, which could 

effectively reduce its monthly fee for 

access and redistribution to zero. If that 

same Redistributor were to report 

external User quantities in a month 

totaling $600 of monthly usage, that 

Redistributor would receive a credit of 

$600. The Exchange believes the 

proposed credit would provide 

Redistributors with an incentive to 

increase their redistribution of NYSE 

Agg Lite because the credit they would 

be eligible to receive would increase if 

they report additional external User 

quantities. 

4. Enterprise Fees. 

The Exchange proposes to establish 

an enterprise license that will reduce 

Exchange fees and administrative costs 

for subscribers that disseminate NYSE 

Agg Lite. Subscribers that are brokerdealers will be able to distribute the 

NYSE Agg Lite data feed for display 

usage to an unlimited number of nonprofessional users for a monthly fee of 

$20,000, with an opportunity to lower 

that fee to $18,000 per month if they 

contract for twelve months of service in 

advance. Alternatively, subscribers that 

are broker-dealers will be able to 

distribute the NYSE Agg Lite data feed 

for display usage to an unlimited 

number of recipients (professional users 

and non-professional users) for a 

monthly fee of $25,000, with an 

opportunity to lower that fee to $22,500 

per month if they contract for twelve 

months of service in advance. 

As proposed, the NYSE Agg Lite data 

feed may be distributed pursuant to the 

proposed market data enterprise license 

only for display usage and in the 

context of a brokerage relationship with 

a broker-dealer through such brokerdealer’s own devices. Purchase of an 

enterprise license would eliminate per 

User subscriber fees for NYSE Agg Lite. 

Further, the Exchange proposes to waive 

the Access Fee and the Redistribution 

Fee for NYSE Agg lite for Redistributors 

that pay either the Non-Professional 

Enterprise Fee or the Professional and 

Non-Professional Enterprise Fee. The 

Exchange believes the proposed fee 

waiver would provide an incentive for 

Redistributors to subscribe to the NYSE 

Agg Lite market data product at the 

enterprise level to reduce the fees it 

would pay to the Exchange and without 

having to report the number of users 

that receive the data feed from the 

Redistributor. 

Subscribers that intend to purchase a 

market data enterprise license for at 

least twelve months may elect to 

purchase this product in advance for a 

monthly fee of $18,000 for distribution 

of NYSE Agg Lite to an unlimited 

number of non-professional users, or 

$22,500 per month for distribution to an 

unlimited number of professional users 

and non-professional users. This feature 

is intended to simplify cost projections 

and budgeting for both subscribers and 

the Exchange. Subscribers that elect not 

to purchase this particular feature will 

nevertheless be able to obtain all of the 

market data information offered by 

NYSE Agg Lite by paying the standard 

fee of $20,000 per month for 

distribution of NYSE Agg Lite to an 

unlimited number of non-professional 

users, or $25,000 per month for 

distribution to an unlimited number of 

professional users and non-professional 

users. Subscribers that elect to pay the 

monthly fee will be able to switch to the 

annual fee at any time, and those that 

elect to purchase the annual contract 

would be able to change to the monthly 

contract, with notice, at the end of the 

twelve-month period. 

The Exchange believes that the 

proposed market data enterprise license 

will reduce exchange fees, lower 

administrative costs for subscribers, and 

help expand the availability of market 

information to investors, and thereby 

increase participation in financial 

markets. 

5. Non-Display Use Fees. 

The Exchange proposes to establish 

non-display fees 11 for the NYSE Agg 

Lite data feed that are based on the nondisplay use categories charged by NYSE 

Arca, NYSE American, NYSE National, 

the CTA, and the UTP Plan for nondisplay use.12 Non-display use would 


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Federal Register / Vol. 89, No. 224 / Wednesday, November 20, 2024 / Notices 91845 

and 72923 (Aug. 26, 2014), 79 FR 52079 (Sept. 2, 

2014) (SR–NYSE–2014–43). 

13 Data vendors currently report a unique Vendor 

Account Number for each location at which they 

provide a data feed to a data recipient. The 

Exchange considers each Vendor Account Number 

a location. For example, if a data recipient has five 

Vendor Account Numbers, representing five 

locations, for the receipt of the NYSE Agg Lite data 

feed, that data recipient will pay the Multiple Data 

Feed fee with respect to three of the five locations. 

14See Fee Schedule. 

mean accessing, processing, or 

consuming the NYSE Agg Lite data feed 

delivered directly or through a 

Redistributor, for a purpose other than 

in support of a data recipient’s display 

or further internal or external 

redistribution (‘‘Non-Display Use’’). 

Non-Display Use would include trading 

uses such as high frequency or 

algorithmic trading as well as any 

trading in any asset class, automated 

order or quote generation and/or order 

pegging, price referencing for 

algorithmic trading or smart order 

routing, operations control programs, 

investment analysis, order verification, 

surveillance programs, risk 

management, compliance, and portfolio 

management. 

Under the proposal, for Non-Display 

Use of NYSE Agg Lite, there would be 

three categories of, and fees applicable, 

to data recipients. One, two, or three 

categories of Non-Display Use may 

apply to a data recipient. 

• As proposed, the Category 1 Fee 

would be $4,500 per month and would 

apply when a data recipient’s NonDisplay Use of the NYSE Agg Lite data 

feed is on its own behalf, not on behalf 

of its clients. 

• As proposed, Category 2 Fees 

would be $4,500 per month and would 

apply to a data recipient’s Non-Display 

Use of the NYSE Agg Lite data feed on 

behalf of its clients. 

• As proposed, Category 3 Fees 

would be $4,500 per month and would 

apply to a data recipient’s Non-Display 

Use of the NYSE Agg Lite data feed for 

the purpose of internally matching buy 

and sell orders within an organization, 

including matching customer orders for 

a data recipient’s own behalf and/or on 

behalf of its clients. This category would 

apply to Non-Display Use in trading 

platforms, such as, but not restricted to, 

alternative trading systems (‘‘ATSs’’), 

broker crossing networks, broker 

crossing systems not filed as ATSs, dark 

pools, multilateral trading facilities, 

exchanges and systematic 

internalization systems. A data recipient 

will be charged $4,500 per month for 

each platform on which it uses the NonDisplay data internally to match buy 

and sell orders, up to a cap of $13,500 

per month; even if the data recipient 

uses the NYSE Agg Lite data feed for 

more than three platforms, it will not 

pay more than $13,500 for such 

Category 3 use per month. 

The description of the three nondisplay use categories is set forth in the 

Fee Schedule in endnote 1 and that 

endnote would be referenced in the 

NYSE Agg Lite data feed fees on the Fee 

Schedule. The text in the endnote 

would remain unchanged. 

Data recipients that receive the NYSE 

Agg Lite data feed for Non-Display Use 

would be required to complete and 

submit a Non-Display Use Declaration 

before they would be authorized to 

receive the feed. A firm subject to 

Category 3 Fees would be required to 

identify each platform that uses the 

NYSE Agg Lite data feed for a Category 

3 Non-Display Use basis, such as ATSs 

and broker crossing systems not 

registered as ATSs, as part of the NonDisplay Use Declaration. 

6. Non-Display Use Declaration Late 

Fee. Data recipients that receive the 

NYSE Agg Lite data feed for NonDisplay Use would be required to 

complete and submit a Non-Display Use 

Declaration before they would be 

authorized to receive the feed. 

Beginning in 2025, NYSE Agg Lite data 

feed recipients would be required to 

submit, by January 31 of each year, the 

Non-Display Use Declaration. The 

requirement to submit a Non-Display 

Use Declaration applies to all real-time 

NYSE data feed product recipients. The 

Exchange proposes to charge a NonDisplay Use Declaration Late Fee of 

$1,000 per month to any data recipient 

that pays an Access Fee for the NYSE 

Agg Lite data feed that has failed to 

timely complete and submit a NonDisplay Use Declaration. Specifically, 

with respect to the Non-Display Use 

Declaration due by January 31 of each 

year, the Non-Display Use Declaration 

Late Fee would apply to data recipients 

that fail to complete and submit the 

Non-Display Use Declaration by the 

January 31 due date, and would apply 

beginning February 1 and for each 

month thereafter until the data recipient 

has completed and submitted the 

annual Non-Display Use Declaration. 

The proposed Non-Display Use 

Declaration Late Fee applicable to NYSE 

Agg Lite data feed would be set forth in 

endnote 2 on the Fee Schedule. As 

proposed, endnote 2 would be amended 

with the proposed addition of the 

following new text: ‘‘The Non-Display 

Declaration Late Fee will apply, 

beginning in 2025, to NYSE Aggregated 

Lite data recipients that fail to complete 

and submit the annual Non-Display Use 

Declaration by the January 31st due 

date, and applies beginning February 1st 

and for each month thereafter until the 

data recipient has completed and 

submitted the annual Non-Display use 

Declaration.’’ 

In addition, if a data recipient’s use of 

the NYSE Agg Lite data feed changes at 

any time after the data recipient submits 

a Non-Display Use Declaration, the data 

recipient must inform the Exchange of 

the change by completing and 

submitting at the time of the change an 

updated declaration reflecting the 

change of use. 

7. Multiple Data Feed Fee. The 

Exchange proposes to establish a 

monthly fee, the ‘‘Multiple Data Feed 

Fee,’’ that would apply to data 

recipients that take a data feed for a 

market data product in more than two 

locations. Data recipients taking the 

NYSE Agg Lite data feed in more than 

two locations would be charged $200 

per additional location per month. No 

new reporting would be required.13

8. Three-Month Fee Waiver. The 

Exchange currently provides a onemonth free trial to any firm that 

subscribes to a particular NYSE market 

data product for the first time. Under 

the current one-month trial, a first-time 

subscriber is not charged the Access 

Fee, Non-Display Fee, any applicable 

Professional and Non-Professional User 

Fee and Redistribution Fee for one 

calendar month.14 The Exchange now 

proposes an additional three-month fee 

waiver for any Redistributor that 

subscribes to a particular NYSE market 

data product for the first time for 

external redistribution. As proposed, a 

first-time Redistributor would be any 

firm that has not previously subscribed 

to and externally redistributed a 

particular NYSE market data product 

listed on the Fee Schedule. As 

proposed, a first-time Redistributor that 

subscribes to a particular NYSE market 

data product would not be charged the 

Access Fee and the Redistribution Fee 

for that product for three calendar 

months. Any other fees, including but 

not limited to, Non-Display Fee, any 

applicable Professional and NonProfessional User Fee, and Enterprise 

Fee would be billable after the first 

calendar month after a first-time 

Redistributor subscribes to a particular 

NYSE market data product. For 

example, a first-time Redistributor that 

chooses to subscribe to NYSE Agg Lite 

on September 24, 2024 would not be 

charged the Access Fee and the 

Redistribution Fee for the months of 

October, November, and December 

2024. The proposed fee waiver would be 

for the three calendar months following 

the date a Redistributor is approved to 


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15The Exchange does not anticipate that data 

recipients would use NYSE Agg Lite for nondisplay purpose. However, the Exchange is 

adopting Non-Display use fees so that the proposed 

fees for NYSE Agg Lite are consistent with the 

Exchange’s fee structure for its other proprietary 

market data products. 

16See NYSE Proprietary Market Data Fees at 

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

NYSE_Market_Data_Fee_Schedule.pdf. 

17 15 U.S.C. 78f(b). 

18 15 U.S.C. 78f(b)(4), (5). 

19See Regulation NMS Adopting Release, 70 FR 

37495, at 37499. 

20NetCoalition v. SEC, 615 F.3d 525, 535 (D.C. 

Cir. 2010) (‘‘NetCoalition I’’) (quoting H.R. Rep. No. 

94–229 at 92 (1975), as reprinted in 1975 

U.S.C.C.A.N. 323). 

21 Id. at 535. 

22See Securities Exchange Act Release No. 34– 

90217 (October 16, 2020), 85 FR 67392 (October 22, 

2020) (SR–NYSENAT–2020–05) (‘‘National IF 

Approval Order’’) (internal quotation marks 

omitted), quoting Securities Exchange Act Release 

No. 59039 (December 2, 2008), 73 FR 74770, 74781 

(December 9, 2008). 

23NetCoalition I, 615 F.3d at 544 (internal 

quotation omitted). 

24 Id. 

receive access to the particular NYSE 

market data product. The Exchange 

would provide the three-month fee 

waiver for each particular product to 

each Redistributor once. 

The Exchange believes that providing 

a three-month fee waiver to NYSE 

market data products listed on the Fee 

Schedule would enable potential 

Redistributors to determine whether a 

particular NYSE market data product is 

useful to their business models before 

fully committing to expend 

development and implementation costs 

related to the receipt of that product, 

and is intended to encourage increased 

use of the Exchange’s market data 

products by defraying some of the 

development and implementation costs 

Redistributors would ordinarily have to 

expend before using a product. The 

proposed three-month fee waiver would 

also provide Redistributors with time to 

begin onboarding new clients prior to 

being liable to the Access Fee and the 

Redistribution Fee, allowing time to 

choose how to allocate costs and 

increase revenues to defray costs 

associated with providing a new feed to 

its customers. 

Application of Proposed Fees 

The Exchange is not required to make 

the NYSE Agg Lite data feed available 

or to offer any specific pricing 

alternatives to any customers, nor is any 

firm required to purchase the NYSE Agg 

Lite data feed. Firms that choose to 

purchase the NYSE Agg Lite data feed 

do so for the primary goals of using it 

to increase their revenues, reduce their 

expenses, and in some instances to 

compete directly with the Exchange 

(including for order flow). Those firms 

are able to determine for themselves 

whether or not the NYSE Agg Lite data 

feed or any other similar products are 

attractively priced. 

The Exchange believes the proposed 

rule change would provide an incentive 

both for data subscribers to subscribe to 

NYSE Agg Lite and for Redistributors to 

subscribe to the product for purposes of 

providing external distribution of NYSE 

Agg Lite. The Exchange believes that 

this proposed rule change also has the 

potential to attract new Redistributors 

for NYSE Agg Lite. 

The proposed fee structure is not 

novel as it is based on the fee structure 

currently in place for the NYSE 

OpenBook feed. The Exchange is 

proposing fees for the NYSE Agg Lite 

data feed that are based on the existing 

fee structure and rates that data 

recipients already pay for the NYSE 

OpenBook feed. Specifically, the fees for 

the NYSE OpenBook feed—which like 

the NYSE Agg Lite data feed, includes 

depth of book and security status 

messages—consist of an Access Fee of 

$5,000 per month, a Professional User 

Fee (Per User) of $60 per month, a NonProfessional User Fee (Per User) of $15 

per month, Non-Display Fees 15 of 

$6,000 per month for each of Categories 

1, 2 and 3, and a Redistribution Fee of 

$3,000 per month. The Exchange also 

charges a Non-Display Use Declaration 

Late Fee of $1,000 per month and a 

Multiple Data Feed Fee of $200 per 

month for NYSE OpenBoook.16

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

the provisions of Section 6 of the Act,17

in general, and Sections 6(b)(4) and 

6(b)(5) of the Act,18 in particular, in that 

it provides an equitable allocation of 

reasonable fees among users and 

recipients of the data and is not 

designed to permit unfair 

discrimination among customers, 

issuers, and brokers. 

The Proposed Rule Change Is 

Reasonable 

In adopting Regulation NMS, the 

Commission granted SROs and brokerdealers increased authority and 

flexibility to offer new and unique 

market data to the public. The 

Commission has repeatedly expressed 

its preference for competition over 

regulatory intervention in determining 

prices, products, and services in the 

securities markets. Specifically, 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.’’ 19

With respect to market data, the 

decision of the United States Court of 

Appeals for the District of Columbia 

Circuit in NetCoalition v. SEC upheld 

the Commission’s reliance on the 

existence of competitive market 

mechanisms to evaluate the 

reasonableness and fairness of fees for 

proprietary market data: 

In fact, the legislative history indicates that 

the Congress intended that the market system 

‘‘evolve through the interplay of competitive 

forces as unnecessary regulatory restrictions 

are removed’’ and that the SEC wield its 

regulatory power ‘‘in those situations where 

competition may not be sufficient,’’ such as 

in the creation of a ‘‘consolidated 

transactional reporting system.’’ 20

The court agreed with the 

Commission’s conclusion that 

‘‘Congress intended that ‘competitive 

forces should dictate the services and 

practices that constitute the U.S. 

national market system for trading 

equity securities.’ ’’ 21

More recently, the Commission 

confirmed that it applies a ‘‘marketbased’’ test in its assessment of market 

data fees, and that under that test: 

the Commission considers whether the 

exchange was subject to significant 

competitive forces in setting the terms of its 

proposal for [market data], including the 

level of any fees. If an exchange meets this 

burden, the Commission will find that its fee 

rule is consistent with the Act unless there 

is a substantial countervailing basis to find 

that the terms of the rule violate the Act or 

the rules thereunder.22

As discussed below, the Exchange 

believes that its proposed fees are 

constrained by competitive forces. 

As the D.C. Circuit recognized in 

NetCoalition I, ‘‘[n]o one disputes that 

competition for order flow is fierce.’’ 23

The court further noted that ‘‘no 

exchange possesses a monopoly, 

regulatory or otherwise, in the execution 

of order flow from broker dealers,’’ and 

that an exchange ‘‘must compete 

vigorously for order flow to maintain its 

share of trading volume.’’ 24

As noted above, while Regulation 

NMS has enhanced competition, it has 

also fostered a ‘‘fragmented’’ market 

structure where trading in a single stock 

can occur across multiple trading 

centers. When multiple trading centers 

compete for order flow in the same 

stock, the Commission has recognized 

that ‘‘such competition can lead to the 

fragmentation of order flow in that 


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Federal Register / Vol. 89, No. 224 / Wednesday, November 20, 2024 / Notices 91847 

25See Securities Exchange Act Release No. 61358, 

75 3594, 3597 (January 21, 2010) (File No. S7–02– 

10) (Concept Release on Equity Market Structure). 

26See Cboe Global Markets, U.S. Equities Market 

Volume Summary, available at http://

markets.cboe.com/us/equities/market_share/. 

27See FINRA ATS Transparency Data, available 

at https://otctransparency.finra.org/ 

otctransparency/AtsIssueData. A list of alternative 

trading systems registered with the Commission is 

available at https://www.sec.gov/foia/docs/ 

atslist.htm. 

28See Cboe Global Markets, U.S. Equities Market 

Volume Summary, available at http://

markets.cboe.com/us/equities/market_share/. 

29See LTSE Market Announcement: MA–2020– 

020, dated August 14, 2020, announcing LTSE 

production securities phase-in planned for August 

28, available here: https://assets-global.websitefiles.com/6462417e8db99f8baa06952c/6462417

e8db99f8baa0698e7_MA-2020-020__Production_

Securities_Launching_August_28_-_Google_

Docs.pdf and LTSE Market Announcement: MA– 

2020–025, available here: https://assetsglobal.website-files.com/6462417e8db99f8

baa06952c/6462417e8db99f8baa069873_MA-2020- 

025.pdf. 

30As of October 29, 2020, MEMX is trading all 

NMS symbols. See https://info.memxtrading.com/ 

trader-alert-20-10-memx-trading-symbols-update/. 

31See MIAX Pearl Press release, dated September 

29, 2020, available here: https://

www.miaxoptions.com/sites/default/files/alert-files/ 

MIAX_Press_Release_09292020.pdf. 

32The Exchange notes that broker-dealers are not 

required to purchase proprietary market data to 

comply with their best execution obligations. See In 

the Matter of the Application of Securities Industry 

and Financial Markets Association for Review of 

Actions Taken by Self-Regulatory Organizations, 

Release Nos. 34–72182; AP–3–15350; AP–3–15351 

(May 16, 2014). Similarly, there is no requirement 

in Regulation NMS or any other rule that 

proprietary data be utilized for order routing 

decisions, and some broker-dealers and ATSs have 

chosen not to do so. 

33For example, in the National IF Approval 

Order, the Commission recognized that for some 

customers, the best bid and offer information from 

consolidated data feeds may function as a substitute 

for the NYSE National Integrated Feed product, 

which contains order by order information. See 

National IF Approval Order, supra note 22, at 67397 

[release p. 21] (‘‘[I]nformation provided by NYSE 

National demonstrates that a number of executing 

broker-dealers do not subscribe to the NYSE 

National Integrated Feed and executing brokerdealers can otherwise obtain NYSE National best 

bid and offer information from the consolidated 

data feeds.’’ (internal quotations omitted)). 

34See BZX Rule 11.22(m) BZX Summary Depth; 

BYX Rule 11.22(k) BYX Summary Depth; EDGA 

Rule 13.8(f) EDGA Summary Depth; and EDGX Rule 

13.8(f) EDGX Summary Depth. The Cboe Summary 

Depth offered by BZX, BYX, EDGA and EDGX are 

each a data feed that offers aggregated two-sided 

quotations for all displayed orders for up to five (5) 

price levels and contains the individual last sale 

information, market status, trading status and trade 

break messages. 

stock.’’ 25 Indeed, today, equity trading 

is currently dispersed across 16 

exchanges,26 numerous alternative 

trading systems,27 broker-dealer 

internalizers and wholesalers, all 

competing for order flow. Based on 

publicly-available information, no 

single exchange currently has more than 

20% market share.28

Further, low barriers to entry mean 

that new exchanges may rapidly and 

inexpensively enter the market to 

compete with the Exchange. For 

example, since 2020, three new ones 

have entered the market: Long Term 

Stock Exchange (LTSE), which began 

operations as an exchange on August 28, 

2020; 29 Members Exchange (MEMX), 

which began operations as an exchange 

on September 29, 2020; 30 and Miami 

International Holdings (MIAX), which 

began operations of its first equities 

exchange on September 29, 2020.31

More specifically, in setting fees for 

the NYSE Agg Lite data feed, the 

Exchange is constrained by the fact that, 

if its pricing is unattractive to 

customers, customers have their pick of 

alternatives to purchase similar data 

from instead of purchasing it from the 

Exchange. The existence of alternatives 

to the Exchange’s data product ensures 

that the Exchange cannot set 

unreasonable market data fees without 

suffering the negative effects of that 

decision in the competitive market for 

non-latency-sensitive proprietary partial 

depth of book market data. 

The Exchange notes that the NYSE 

Agg Lite is entirely optional. The 

Exchange is not required to make the 

NYSE Agg Lite available to any 

customers, nor is any customer required 

to purchase the NYSE Agg Lite market 

data feed. Unlike some other data 

products (e.g., the consolidated 

quotation and last-sale information 

feeds) that firms are required to 

purchase in order to fulfil regulatory 

obligations,32 a customer’s decision 

whether to purchase the NYSE Agg Lite 

is entirely discretionary. The Exchange 

believes NYSE Agg Lite would provide 

high-quality, comprehensive partial 

depth of book data that an anticipated 

end user might use for purposes of 

identifying an indicative price of Tape 

A, B, and C securities without having to 

purchase consolidated data and thus it 

would not be a latency-sensitive 

product. The Exchange does not 

anticipate that an end user would, or 

could, use NYSE Agg Lite data for 

purposes of making order-routing or 

trading decisions. Firms that choose to 

subscribe to NYSE Agg Lite are able to 

determine for themselves whether the 

NYSE Agg Lite data feed is necessary for 

their business needs, and if so, whether 

or not it is attractively priced. If the 

NYSE Agg Lite data feed does not 

provide sufficient benefit to firms based 

on the uses those firms may have for it, 

such firms may simply choose to 

conduct their business operations in 

ways that do not use the NYSE Agg Lite 

data feed. 

In setting the proposed fees for the 

NYSE Agg Lite data feed, the Exchange 

considered the competitiveness of the 

market for non-latency-sensitive 

proprietary partial depth of book data 

and all of the implications of that 

competition. The Exchange believes that 

it has considered all relevant factors and 

has not considered irrelevant factors in 

order to establish reasonable fees. The 

proposed fees are therefore reasonable 

because in setting them, the Exchange is 

constrained by the availability of 

substitute partial depth of book market 

data products. The Commission has 

been clear that substitute products need 

not be identical, but only substantially 

similar to the product at hand.33

The NYSE Aggregated Lite market 

data feed is subject to significant 

competitive forces that constrain its 

pricing. Specifically, the NYSE Agg Lite 

data feed competes head-to-head with 

similar market data products currently 

offered by the four U.S. equities 

exchanges operated by Cboe Exchange, 

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

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

EDGA Exchange, Inc. (‘‘EDGA’’), and 

Cboe EDGX Exchange, Inc. (‘‘EDGX’’), 

each of which offers a market data 

product called BZX Summary Depth, 

BYX Summary Depth, EDGA Summary 

Depth and EDGX Summary Depth, 

respectively (collectively, the ‘‘Cboe 

Summary Depth’’).34 Similar to Cboe 

Summary Depth, NYSE Agg Lite can be 

utilized by vendors and subscribers to 

quickly access and distribute aggregated 

order book data. As noted above, NYSE 

Agg Lite, similar to Cboe Summary 

Depth, would provide aggregated depth 

per security, including the bid, ask and 

share quantity for orders received by 

NYSE, except unlike Cboe Summary 

Depth, which provides aggregated depth 

per security for up to five price levels, 

NYSE Agg Lite would provide 

aggregated depth per security for up to 

ten price levels on both the bid and offer 

sides of the NYSE limit order book as 

well as auction imbalance data. 

The specific fees that the Exchange 

proposes for the NYSE Agg Lite data 

feed are reasonable for the following 

additional reasons. 

Overall. The Exchange believes that 

the proposed fees for the NYSE Agg Lite 

data feed are reasonable because they 

would provide vendors and subscribers 

with the option to subscribe to a market 

data product that integrates a subset of 

data from existing products and where 

such aggregated data is published at a 

pre-defined interval, thus lowering 

bandwidth, infrastructure and 

operational requirements. 

The Exchange believes the proposed 

fees for the NYSE Agg Lite data feed are 


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35See https://cdn.cboe.com/resources/ 

membership/US_Market_Data_Product_Price_

List.pdf. 

36 Id. 

37See Fee Schedule. 

38See supra, note 35. 

39For example, the Commission has permitted 

pricing discounts for market data under Nasdaq 

Rules 7023(c) and 7047(b). See also Securities 

Exchange Act Release No. 82182 (November 30, 

2017), 82 FR 57627 (December 6, 2017) (SR–NYSE– 

2017–60) (changing an enterprise fee for NYSE BBO 

and NYSE Trades). 

40See supra, note 15. 41See Fee Schedule. 

also reasonable when compared to fees 

for comparable products, such as the 

Cboe Summary Depth.35 Additionally, 

the Exchange is proposing fees for the 

NYSE Agg Lite data feed that are based 

on the existing fee structure that data 

recipients already pay for the NYSE’s 

other market data products. The 

Exchange believes that adopting the 

same fee structure would reduce 

administrative burdens on NYSE data 

subscribers that also currently subscribe 

to market data feeds from NYSE. 

Access Fee. The Exchange believes 

that the proposed monthly Access Fee 

of $3,000 for the NYSE Aggregated Lite 

data feed is reasonable because it is 

comparable to the fees charged by BZX, 

BYX, EDGA, and EDGX, each of which 

charges between $2,500 per month to 

$5,000 per month for both Internal 

Distribution and External Distribution of 

the Cboe Summary Depth market data 

product.36

User Fees. The Exchange believes that 

having separate Professional and NonProfessional User fees for the NYSE Agg 

Lite data feed is reasonable because it 

will make the product more affordable 

and result in greater availability to 

Professional and Non-Professional 

Users. Setting a modest NonProfessional User fee is reasonable 

because it provides an additional 

method for Non-Professional Users to 

access the NYSE Agg Lite data feed by 

providing the same data that is available 

to Professional Users. The proposed 

monthly Professional User Fee (Per 

User) of $35 and monthly NonProfessional User Fee (Per User) of $6 

are reasonable because they are 

comparable to user fees generally 

charged by exchanges. For example, 

NYSE charges a monthly Professional 

User Fee (Per User) of $60 and a 

monthly Non-Professional User Fee (Per 

User) of $15 for the NYSE OpenBook 

feed.37 Although the proposed User Fees 

for Professional and Non-Professional 

Users are higher than those charged by 

BZX, BYX, EDGA and EDGX, the 

Exchange notes that User fees are only 

a subset of the total fees that vendors 

and subscribers pay and the lower fees 

proposed to access and redistribute 

NYSE Agg Lite would provide such 

market data recipients with a more 

affordable alternative to existing 

substitutes offered by the Exchange and 

its competitors. 

Redistribution Fees. The Exchange 

believes that charging a Redistribution 

Fee is reasonable because the vendors 

that would be charged such a fee profit 

by re-transmitting the Exchange’s 

market data to their customers. This fee 

would be charged only once per month 

to each vendor account that 

redistributes the NYSE Agg Lite data 

feed, regardless of the number of 

customers to which that vendor 

redistributes the data. The Exchange 

believes the proposed monthly 

Redistribution Fee of $250 for the NYSE 

Agg Lite data feed is reasonable because 

it is nominal and lower than the fees 

charged by BZX, BYX, EDGA and 

EDGX, each of which charges 

considerably more for both Internal 

Distribution and External Distribution of 

the Cboe Summary Depth market data 

feed.38

Enterprise Fees. The Exchange 

believes the proposed enterprise license 

is reasonable because it would reduce 

exchange fees, lower administrative 

costs for subscribers that are brokerdealers and help expand the availability 

of market information to investors, and 

thereby increase participation in 

financial markets. Subscribers that are 

broker-dealers would be able to 

disseminate the NYSE Agg Lite data 

feed for display usage to an unlimited 

number of non-professional users for a 

monthly fee of $20,000, or $18,000 if 

they contract for twelve months of 

service in advance. Alternatively, 

subscribers that are broker-dealers 

would be able to disseminate the NYSE 

Agg Lite data feed for display usage to 

an unlimited number of professional 

users and non-professional users for a 

monthly fee of $25,000, or $22,500 if 

they contract for twelve months of 

service in advance. The proposed 

enterprise license would result in lower 

fees for subscribers able to reach the 

largest audience of investors, including 

retail investors. Discounts for broader 

dissemination of market data 

information have routinely been 

adopted by exchanges and permitted by 

the Commission as equitable allocations 

of reasonable dues, fees and charges.39

Non-Display Use Fees.40 Non-display 

data can be used by data recipients for 

a wide variety of uses, including 

proprietary and agency trading and 

smart order routing, as well as by data 

recipients that operate order matching 

and execution platforms. Non-display 

data also can be used for a variety of 

non-trading purposes that indirectly 

support trading, such as risk 

management and compliance. Although 

some of these non-trading uses do not 

directly generate revenues, they can 

nonetheless substantially reduce a 

recipient’s costs by automating such 

functions so that they can be carried out 

in a more efficient and accurate manner 

and reduce errors and labor costs, 

thereby benefiting recipients. The 

Exchange believes that charging for nontrading uses is reasonable because data 

recipients can derive substantial benefit 

from such uses, for example, by 

automating tasks so that they can be 

performed more quickly and accurately 

and less expensively than if they were 

performed manually. 

The Exchange believes that the 

proposed fees of $4,500 per month for 

each of Categories 1, 2, and 3 is 

reasonable. These fees are comparable to 

non-display use fees generally charged 

by exchanges. For example, the fees for 

Non-Display Use of NYSE OpenBook for 

Categories 1, 2 and 3 is $6,000 per 

month.41 The Exchange believes that it 

is reasonable to cap non-display use fees 

for Category 3 at $13,500 per month per 

data recipient, because a higher monthly 

fee may potentially dissuade subscribers 

from buying the NYSE Agg Lite data 

feed. 

The proposed Non-Display Use fees 

for the NYSE Agg Lite data feed are also 

reasonable because they take into 

account the usefulness of receiving the 

data for Non-Display Use on an 

integrated basis. 

Non-Display Use Declaration Late 

Fee. The Exchange believes that it is 

reasonable to require annual 

submissions of the Non-Display Use 

Declaration so that the Exchange will 

have current and accurate information 

about the use of the NYSE Agg Lite data 

feed and can correctly assess fees for the 

uses of the NYSE Agg Lite data feed. 

Requiring annual submissions of such 

declarations is reasonable because it 

also allows users to re-assess their own 

usage each year. 

The Exchange believes that it is 

reasonable to impose a late fee in 

connection with the submission of the 

Non-Display Use Declaration. In order 

to correctly assess fees for the nondisplay use of the NYSE Agg Lite data 

feed, the Exchange needs to have 

current and accurate information about 

the use of the NYSE Agg Lite data feed. 

The failure of data recipients to submit 

the Non-Display Use Declaration on 

time leads to potentially incorrect 

billing and administrative burdens, 


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42See e.g., Securities Exchange Act Release No. 

94432 (March 16, 2022), 87 FR 16277 (March 22, 

2022) (SR–CboeBZX–2022–015) (Notice of Filing 

and Immediate Effectiveness of a Proposed Rule 

Change To Amend the Fees Applicable to Various 

Market Data Products). 

43See, e.g., Securities Exchange Act Release No. 

59544 (March 9, 2009), 74 FR 11162 (March 16, 

2009) (SR–NYSE–2008–131) (establishing the $15 

Non-Professional User Fee (Per User) for NYSE 

OpenBook); Securities Exchange Act Release No. 

20002, File No. S7–433 (July 22, 1983), 48 FR 34552 

(July 29, 1983) (establishing Non-Professional fees 

for CTA data); NASDAQ BX Equity 7 Pricing 

Schedule, Section 123. 

including tracking and obtaining late 

Non-Display Use Declarations and 

correcting and following up on 

payments owed in connection with late 

Non-Display Use Declarations. The 

purpose of the late fee is to incent data 

recipients to submit the Non-Display 

Use Declaration promptly to avoid the 

administrative burdens associated with 

the late submission of Non-Display Use 

Declarations. 

Multiple Data Feed Fee. The Exchange 

believes that it is reasonable to require 

data recipients to pay a modest fee for 

taking a data feed for a market data 

product in more than two locations. In 

addition, there are administrative 

burdens associated with tracking each 

location at which a data recipient 

receives the product. The Multiple Data 

Feed Fee is designed to encourage data 

recipients to better manage their 

requests for additional data feeds and to 

monitor their usage of data feeds. The 

proposed fee is designed to apply to 

data feeds received in more than two 

locations so that each data recipient can 

have one primary and one backup data 

location before having to pay a multiple 

data feed fee. 

Three-Month Fee Waiver. The 

Exchange believes the proposal to waive 

the Access Fee and the Redistribution 

Fee for the NYSE Agg Lite data feed to 

new Redistributors for three calendar 

months is reasonable because it would 

enable potential Redistributors to 

determine whether a particular NYSE 

market data product is useful to their 

business models before fully committing 

to expend development and 

implementation costs related to the 

receipt of that product, and is intended 

to encourage increased use of the 

Exchange’s market data products by 

defraying some of the development and 

implementation costs Redistributors 

would ordinarily have to expend before 

using a product. The proposed fee 

waiver would also allow Redistributors 

to become familiar with the feed and 

determine whether it suits their needs 

without incurring fees. Making a new 

market data product available without 

charging a fee for three months is 

consistent with offerings of other 

exchanges. For example, BZX offers 

subscribers of BZX Summary Depth a 

three-month credit for external 

distribution, which is akin to the threemonth fee waiver proposed by the 

Exchange.42

For all of the foregoing reasons, the 

Exchange believes that the proposed 

fees for the NYSE Agg Lite data feed are 

reasonable. 

The Proposed Fees Are Equitably 

Allocated 

The Exchange believes the proposed 

fees for the NYSE Agg Lite data feed are 

allocated fairly and equitably among the 

various categories of users of the feed, 

and any differences among categories of 

users are justified. 

Overall. The Exchange believes that 

the proposed fees are equitably 

allocated because they will apply to all 

data recipients that choose to subscribe 

to the NYSE Agg Lite data feed. Any 

subscriber or vendor that chooses to 

subscribe to the NYSE Agg Lite data 

feed is subject to the same Fee 

Schedule, regardless of what type of 

business they operate or the use they 

plan to make of the data feed. 

Subscribers and vendors are not 

required to purchase the NYSE Agg Lite 

data feed and may choose to receive the 

data on the NYSE Agg Lite data feed 

regardless of what type of business they 

operate or the use they plan to make of 

the data feed. 

Access Fee. The Exchange believes 

the proposed monthly Access Fee of 

$3,000 for the NYSE Agg Lite data feed 

is equitably allocated because it would 

be charged on an equal basis to all data 

recipients that receive a data feed of the 

NYSE Agg Lite data feed, regardless of 

what type of business they operate or 

the use they plan to make of the data 

feed. 

User Fees. The Exchange believes that 

the fee structure differentiating 

Professional User fees ($35 per month 

per user) from Non-Professional User 

fees ($6 per month per user) for display 

device access to the NYSE Agg Lite data 

feed is equitable. This structure has long 

been used by the Exchange to reduce the 

price of data to Non-Professional Users 

and make it more broadly available.43

Offering the NYSE Agg Lite data feed to 

Non-Professional Users with the same 

data as is available to Professional Users 

results in greater equity among data 

recipients. These user fees would be 

charged uniformly to all display devices 

that have access to the NYSE Agg Lite 

data feed. 

Redistribution Fees. The Exchange 

believes the proposed monthly fee of 

$250 for redistributing the NYSE Agg 

Lite data feed is equitably allocated 

because it would be charged on an equal 

basis to those Redistributors that choose 

to redistribute the feed. 

Enterprise Fees. The Exchange 

believes the proposed enterprise license 

is equitably allocated because it would 

be available on an equal basis to all 

subscribers that are broker-dealers, each 

of whom would benefit from reduced 

exchange fees and from lower 

administrative costs. Moreover, the 

specific feature of the proposed 

enterprise license that will allow 

subscribers to lower fees by subscribing 

to a twelve-month contract is also an 

equitable allocation because all 

subscribers will have the same option of 

choosing between the stability of a 

fixed, lower rate, and the more flexible 

option of maintaining the ability to 

change market data products after a 

month of service. Subscribers will be 

free to move from the monthly to the 

annual rate at any time, or from annual 

to a monthly fee, with notice, at the 

expiration of the twelve-month period. 

Non-Display Use Fees. The Exchange 

believes the proposed Non-Display Use 

fees are equitably allocated because they 

would require subscribers to pay fees 

only for the uses they actually make of 

the data. As noted above, non-display 

data can be used by data recipients for 

a wide variety of purposes (including 

trading, risk management, and 

compliance) as well as purposes that 

reduce the recipient’s costs by 

automating certain functions. The 

Exchange believes that it is equitable to 

charge non-display data subscribers a 

$4,500 fee for each category of use they 

make of such data—namely, using the 

data on their own behalf (Category 1), 

on behalf of their clients (Category 2), 

and to internally match buy and sell 

orders within an organization (Category 

3)—because this fee structure results in 

subscribers with greater uses of the data 

paying higher fees, and subscribers with 

fewer uses of the data paying lower fees. 

This segmented fee structure is also 

equitable because no subscriber of nondisplay data would be charged a fee for 

a category of use in which it did not 

actually engage. 

The Exchange believes that it is 

equitable to cap non-display use fees for 

Category 3 at $13,500 per month per 

data recipient, because a higher monthly 

fee may potentially dissuade subscribers 

from buying the NYSE Agg Lite data 

feed. 

Non-Display Use Declaration Late 

Fee. The Exchange believes that the 

proposed fee of $1,000 per month for a 

late Non-Display Use Declaration is 

equitably allocated because it applies to 


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44 Id. 

45See e.g., Securities Exchange Act Release No. 

83751 (July 31, 2018), 83 FR 38428 (August 6, 2018) 

(SR–NASDAQ–2018–058) (Notice of Filing and 

Immediate Effectiveness of Proposed Rule Change 

To Lower Fees and Administrative Costs for 

Distributors of Nasdaq Basic, Nasdaq Last Sale, NLS 

Plus and the Nasdaq Depth-of-Book Products 

Through a Consolidated Enterprise License). 

46See supra, note 15. 

any data recipient that pays an Access 

Fee for the NYSE Agg Lite data feed but 

has failed to complete and submit a 

Non-Display Use Declaration. In 

addition, the Exchange believes that it is 

equitable to charge a late fee to 

subscribers who fail to timely submit 

their Non-Display Use Declarations 

because their failure to do so leads to 

potentially incorrect billing and 

administrative burdens on the part of 

the Exchange. The Exchange believes it 

is equitable to defray these 

administrative costs by imposing a late 

fee only on subscribers’ whose 

declarations were late, as opposed to all 

subscribers. 

Multiple Data Feed Fee. The Exchange 

believes that the $200 per month per 

location fee to data recipients taking the 

NYSE Agg Lite data feed in more than 

two locations is equitable because it 

would apply to all such customers, 

regardless of what type of business they 

operate or the use they make of the data 

feed. In addition, the Exchange believes 

that it is equitable to charge a fee to 

subscribers for taking a data feed in 

more than two locations because there 

are administrative burdens on the part 

of the Exchange associated with tracking 

each location at which a data recipient 

receives the product. The Exchange 

believes that it is equitable for it to 

defray these administrative costs by 

imposing a modest fee only on 

subscribers who seek to take the feed in 

more than two locations, as opposed to 

all subscribers. 

Three-Month Fee Waiver. The 

Exchange believes the proposal to waive 

the Access Fee and the Redistribution 

Fee for the NYSE Agg Lite data feed to 

new Redistributors for three calendar 

months is equitable because it would 

apply to any first-time Redistributor, 

regardless of the use they plan to make 

of the feed. As proposed, any first-time 

Redistributor of the NYSE Agg Lite data 

feed would not be charged the Access 

Fee and the Redistribution Fee for three 

calendar months. The Exchange believes 

it is equitable to restrict the availability 

of this three-month fee waiver to 

Redistributors that have not previously 

subscribed to and redistributed the 

NYSE Agg Lite data feed, since 

customers who are current or previous 

subscribers of the feed are already 

familiar with it and are able to 

determine whether it suits their needs. 

For all of the foregoing reasons, the 

Exchange believes that the proposed 

fees for the NYSE Agg Lite data feed are 

equitably allocated. 

The Proposed Fees Are Not Unfairly 

Discriminatory 

The Exchange believes the proposed 

fees for the NYSE Agg Lite data feed are 

not unfairly discriminatory because any 

differences in the application of the fees 

are based on meaningful distinctions 

between customers, and those 

meaningful distinctions are not unfairly 

discriminatory between customers. 

Overall. 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 NYSE Agg Lite data 

feed. Any subscriber, including 

Redistributor, that chooses to subscribe 

to the NYSE Agg Lite data feed is 

subject to the same Fee Schedule, 

regardless of what type of business they 

operate or the use they plan to make of 

the data feed. Subscribers, including 

Redistributors, may choose to receive 

the data on the NYSE Agg Lite data feed 

regardless of what type of business they 

operate or the use they plan to make of 

the data feed. 

Access Fee. The Exchange believes 

the proposed monthly Access Fee of 

$3,000 for the NYSE Agg Lite data feed 

is not unfairly discriminatory because it 

would be charged on an equal basis to 

all data recipients that receive a data 

feed of the NYSE Agg Lite, regardless of 

what type of business they operate or 

the use they plan to make of the data 

feed. 

User Fees. The Exchange believes that 

the fee structure differentiating 

Professional User fees ($35 per month 

per user) from Non-Professional User 

fees ($6 per month per user) for display 

device access to the NYSE Agg Lite data 

feed is not unfairly discriminatory. This 

structure has long been used by the 

Exchange to reduce the price of data to 

Non-Professional Users and make it 

more broadly available.44 Offering the 

NYSE Agg Lite data feed to NonProfessional Users with the same data as 

is available to Professional Users results 

in greater equity among data recipients. 

These user fees would be charged 

uniformly to all display devices that 

have access to the NYSE Agg Lite data 

feed. 

Redistribution Fees. The Exchange 

believes the proposed monthly fee of 

$250 for redistributing the NYSE Agg 

Lite data feed is not unfairly 

discriminatory because it would be 

charged on an equal basis to those 

Redistributors that choose to 

redistribute the feed. 

Enterprise Fees. The Exchange 

believes the proposed enterprise license 

will not unfairly discriminate between 

customers, issuers, brokers or dealers. 

The Act does not prohibit all 

distinctions among customers, but only 

discrimination that is unfair, and it is 

not unfair discrimination to charge 

those subscribers that are able to reach 

the largest audiences of investors, 

including retail investors, a lower fee for 

incremental investors in order to 

encourage the widespread distribution 

of market data. This principle has been 

repeatedly endorsed by the 

Commission, as evidenced by the 

approval of enterprise licenses for other 

market data products.45 Moreover, the 

proposed enterprise license will be 

subject to significant competition, and 

that competition will ensure that there 

is no unfair discrimination. Each 

subscriber will be able to accept or 

reject the license depending on whether 

it will or will not lower costs for that 

particular subscriber, and, if the license 

is not sufficiently competitive, the 

Exchange may lose market share. The 

proposed enterprise license will 

compete with other enterprise licenses 

of the Exchange, underlying fee 

schedules promulgated by the 

Exchange, and enterprise licenses and 

fee structures implemented by other 

exchanges. As such, it is a voluntary 

product for which market participants 

can readily find substitutes. 

Accordingly, the Exchange is 

constrained from introducing a fee that 

would be inequitable or unfairly 

discriminatory. 

Non-Display Use Fees.46 The 

Exchange believes the proposed NonDisplay Use fees are not unfairly 

discriminatory because they would 

require subscribers for non-display use 

to pay fees only for the categories of use 

they actually make of the data. As noted 

above, non-display data can be used by 

data recipients for a wide variety of 

purposes (including trading, risk 

management, and compliance) as well 

as purposes that reduce the recipient’s 

costs by automating certain functions. 

The Exchange believes that it is not 

unfairly discriminatory to charge nondisplay data subscribers a $4,500 per 

month fee for each category of use they 

make of such data—namely, using the 

data on their own behalf (Category 1), 

on behalf of their clients (Category 2), 

and to internally match buy and sell 


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Federal Register / Vol. 89, No. 224 / Wednesday, November 20, 2024 / Notices 91851 

47 15 U.S.C. 78s(b)(3)(A)(ii). 

48 17 CFR 240.19b–4. 

orders within an organization (Category 

3)—because this fee structure results in 

subscribers with greater uses for the 

data paying higher fees, while 

subscribers with fewer uses of the data 

pay lower fees. This segmented fee 

structure is not unfairly discriminatory 

because no subscriber of non-display 

data would be charged a fee for a 

category of use in which it did not 

actually engage. 

The Exchange believes that it is not 

unreasonably discriminatory to cap nondisplay use fees for Category 3 at 

$13,500 per month per data recipient, 

because a higher monthly fee may 

potentially dissuade subscribers from 

buying the NYSE Agg Lite data feed. 

Non-Display Use Declaration Late 

Fee. The Exchange believes that the 

proposed fee of $1,000 per month for a 

late Non-Display Use Declaration is not 

unfairly discriminatory because it 

applies to any data recipient that pays 

an Access Fee for the NYSE Agg Lite 

data feed but has failed to complete and 

submit a Non-Display Use Declaration. 

In addition, the Exchange believes that 

it is not unfairly discriminatory to 

charge a late fee to subscribers who fail 

to timely submit their Non-Display Use 

Declarations because their failure to do 

so leads to potentially incorrect billing 

and administrative burdens on the part 

of the Exchange. Nor is it unfairly 

discriminatory for the Exchange to 

defray these administrative costs by 

imposing a late fee only on subscribers’ 

whose declarations were late, as 

opposed to all subscribers. 

Multiple Data Feed Fee. The Exchange 

believes that the $200 per month per 

location fee to data recipients taking the 

NYSE Agg Lite data feed in more than 

two locations is not unfairly 

discriminatory because it would apply 

to all such customers, regardless of what 

type of business they operate or the use 

they make of the data feed. In addition, 

the Exchange believes that it is not 

unfairly discriminatory to charge a fee 

to subscribers for taking a data feed in 

more than two locations because there 

are administrative burdens on the part 

of the Exchange associated with tracking 

each location at which a data recipient 

receives the product. The Exchange 

believes that it is not unfairly 

discriminatory for it to defray these 

administrative costs by imposing a 

modest fee only on subscribers who 

seek to take the feed in more than two 

locations, as opposed to all subscribers. 

Three-Month Fee Waiver. The 

Exchange believes the proposal to waive 

the Access Fee and the Redistribution 

Fee for the NYSE Agg Lite data feed to 

new Redistributors for three months is 

not unfairly discriminatory because it 

would apply to any first-time 

Redistributor, regardless of the use they 

plan to make of the feed. As proposed, 

any first-time Redistributor of the NYSE 

Agg Lite data feed would not be charged 

the Access Fee and the Redistribution 

Fee for three calendar months. The 

Exchange believes it is not unfairly 

discriminatory to restrict the availability 

of this three-month fee waiver to 

Redistributors that have not previously 

subscribed to the NYSE Agg Lite data 

feed, since Redistributors who are 

current or previous subscribers of the 

feed are already familiar with it and are 

able to determine whether it suits their 

needs. 

For all of the foregoing reasons, the 

Exchange believes that the proposed 

fees for the NYSE Agg Lite data feed are 

not unfairly discriminatory. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed fees will impose any 

burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. 

Intramarket Competition. The 

Exchange believes that the proposed 

fees do not put any market participants 

at a relative disadvantage compared to 

other market participants. As noted 

above, the proposed fees would apply to 

all subscribers, including Redistributors, 

of the NYSE Agg Lite data feed, and 

customers may choose whether to 

subscribe to the feed at all. The 

Exchange also believes that the 

proposed fees neither favor nor penalize 

one or more categories of market 

participants in a manner that would 

impose an undue burden on 

competition. As shown above, to the 

extent that particular proposed fees 

apply to only a subset of subscribers 

(e.g., Category 2 fees apply only to those 

making non-display use on behalf of 

clients; late fees apply only to customers 

who fail to timely submit their 

declarations), those distinctions are not 

unfairly discriminatory and do not 

unfairly burden one set of customers 

over another. To the contrary, by 

tailoring the proposed fees in this 

manner, the Exchange believes that it 

has eliminated the potential burden on 

competition that might result from 

unfairly asking subscribers to pay fees 

for services they did not use, or late fees 

they did not actually incur. 

Intermarket Competition. The 

Exchange believes that the proposed 

fees do not impose a burden on 

competition or on other SROs that is not 

necessary or appropriate. In setting the 

proposed fees, the Exchange is 

constrained by the availability of 

substitute partial depth of book market 

data products and by the fact that if its 

pricing is unattractive, customers will 

have their pick of alternative nonlatency-sensitive partial depth of book 

market data products to purchase 

instead of purchasing the Exchange’s 

products. 

Specifically, the Exchange believes 

that the proposed fees do not impose a 

burden on competition or on other 

exchanges that is not necessary or 

appropriate because of the availability 

of substitute partial depth of book 

market data products. As noted above, 

BZX, BYX, EDGA, and EDGX each offers 

a proprietary data feed like the NYSE 

Agg Lite data feed, supplying partial 

depth of book order data, security status 

updates, stock summary messages, and 

the exchange’s best bid and offer at any 

given time, on a real-time basis. Because 

market data users can find suitable 

substitute feeds, an exchange that 

overprices its market data products 

stands a high risk that users may 

purchase another market’s market data 

product. These competitive pressures 

ensure that no one exchange’s market 

data fees can impose an unnecessary 

burden on competition, and the 

Exchange’s proposed fees do not do so 

here. 

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 

Pursuant to Section 19(b)(3)(A)(ii) of 

the Act,47 and Rule 19b–4(f)(2) 

thereunder 48 the Exchange has 

designated this proposal as establishing 

or changing a due, fee, or other charge 

imposed on any person, whether or not 

the person is a member of the selfregulatory organization, which renders 

the proposed rule change effective upon 

filing. 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. 


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91852 Federal Register / Vol. 89, No. 224 / Wednesday, November 20, 2024 / Notices 

49 17 CFR 200.30–3(a)(12). 

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– 

NYSE–2024–71 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–NYSE–2024–71. 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–NYSE–2024–71 and should be 

submitted on or before December 11, 

2024. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.49

Vanessa A. Countryman, 

Secretary. 

[FR Doc. 2024–27023 Filed 11–19–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

35385; 812–15571] 

Diamond Hill Securitized Credit Fund 

and Diamond Hill Capital Management, 

Inc. 

November 14, 2024. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’ or ‘‘SEC’’). 

ACTION: Notice. 

Notice of an application under section 

6(c) of the Investment Company Act of 

1940 (the ‘‘Act’’) for an exemption from 

sections 18(a)(2), 18(c) and 18(i) of the 

Act, under sections 6(c) and 23(c) of the 

Act for an exemption from rule 23c–3 

under the Act, and for an order pursuant 

to section 17(d) of the Act and rule 17d1 under the Act. 

SUMMARY OF APPLICATION: Applicants 

request an order to permit certain 

registered closed-end investment 

companies to issue multiple classes of 

shares and to impose asset-based 

distribution and/or service fees and 

early withdrawal charges. 

APPLICANTS: Diamond Hill Securitized 

Credit Fund and Diamond Hill Capital 

Management, Inc. 

FILING DATES: The application was filed 

on May 7, 2024, and amended on 

August 13, 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 December 9, 2024, and 

should be accompanied by proof of 

service on the 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. 

ADDRESSES: The Commission: 

Secretarys-Office@sec.gov. Applicants: 

Michael V. Wible, Esq., Thompson Hine 

LLP, at Michael.Wible@

thompsonhine.com and Jo Ann Quinif, 

President, Diamond Hill Securitized 

Credit Fund, at jquinif@diamondhill.com. 

FOR FURTHER INFORMATION CONTACT: 

Kieran G. Brown, Senior Counsel, or 

Terri Jordan, 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’ amended and restated 

application, dated August 13, 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 3 system. The SEC’s 

EDGAR system may be searched at 

https://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. 2024–27014 Filed 11–19–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[SEC File No. 270–139, OMB Control No. 

3235–0128] 

Submission for OMB Review; 

Comment Request; Reinstatement 

With Change: Rule 12f–1 

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 

(‘‘PRA’’) (44 U.S.C. 3501 et seq.), the 

Securities and Exchange Commission 

(‘‘Commission’’) has submitted to the 

Office of Management and Budget 

(‘‘OMB’’) a request for approval of 

extension of the previously approved 

collection of information provided for in 


khammond on DSK9W7S144PROD with NOTICES