101650 Federal Register / Vol. 89, No. 241 / Monday, December 16, 2024 / Notices 

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

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

4The Exchange considers surveillance operations 

part of regulatory operations. The limitation on the 

use of regulatory funds also provides that they shall 

not be distributed. See Bylaws of NYSE Arca, Inc., 

Art. II, Sec. 2.03. 

35. Docket No(s).: MC2025–724 and 

K2025–723; Filing Title: USPS Request 

to Priority Mail & USPS Ground 

Advantage Contract 521 to the 

Competitive Product List and Notice of 

Filing Materials Under Seal; Filing 

Acceptance Date: December 9, 2024; 

Filing Authority: 39 U.S.C. 3642, 39 CFR 

3035.105, and 39 CFR 3041.310; Public 

Representative: Jennaca Upperman; 

Comments Due: December 17, 2024. 

36. Docket No(s).: MC2025–725 and 

K2025–724; Filing Title: USPS Request 

to Add Priority Mail Express, Priority 

Mail & USPS Ground Advantage 

Contract 980 to the Competitive Product 

List and Notice of Filing Materials 

Under Seal; Filing Acceptance Date: 

December 9, 2024; Filing Authority: 39 

U.S.C. 3642, 39 CFR 3035.105, and 39 

CFR 3041.310; Public Representative: 

Almaroof Agoro; Comments Due: 

December 17, 2024. 

37. Docket No(s).: MC2025–726 and 

K2025–725; Filing Title: USPS Request 

to Add Priority Mail Express, Priority 

Mail & USPS Ground Advantage 

Contract 981 to the Competitive Product 

List and Notice of Filing Materials 

Under Seal; Filing Acceptance Date: 

December 9, 2024; Filing Authority: 39 

U.S.C. 3642, 39 CFR 3035.105, and 39 

CFR 3041.310; Public Representative: 

Jennaca Upperman; Comments Due: 

December 17, 2024. 

38. Docket No(s).: MC2025–727 and 

K2025–726; Filing Title: USPS Request 

to Add Priority Mail Express, Priority 

Mail & USPS Ground Advantage 

Contract 982 to the Competitive Product 

List and Notice of Filing Materials 

Under Seal; Filing Acceptance Date: 

December 9, 2024; Filing Authority: 39 

U.S.C. 3642, 39 CFR 3035.105, and 39 

CFR 3041.310; Public Representative: 

Maxine Bradley; Comments Due: 

December 17, 2024. 

39. Docket No(s).: MC2025–728 and 

K2025–727; Filing Title: USPS Request 

to Add Priority Mail Express, Priority 

Mail & USPS Ground Advantage 

Contract 983 to the Competitive Product 

List and Notice of Filing Materials 

Under Seal; Filing Acceptance Date: 

December 9, 2024; Filing Authority: 39 

U.S.C. 3642, 39 CFR 3035.105, and 39 

CFR 3041.310; Public Representative: 

Jennaca Upperman; Comments Due: 

December 17, 2024. 

40. Docket No(s).: MC2025–729 and 

K2025–728; Filing Title: USPS Request 

to Add Priority Mail Express, Priority 

Mail & USPS Ground Advantage 

Contract 984 to the Competitive Product 

List and Notice of Filing Materials 

Under Seal; Filing Acceptance Date: 

December 9, 2024; Filing Authority: 39 

U.S.C. 3642, 39 CFR 3035.105, and 39 

CFR 3041.310; Public Representative: 

Jennaca Upperman; Comments Due: 

December 17, 2024. 

41. Docket No(s).: MC2025–730 and 

K2025–729; Filing Title: USPS Request 

to Add Priority Mail Express, Priority 

Mail & USPS Ground Advantage 

Contract 985 to the Competitive Product 

List and Notice of Filing Materials 

Under Seal; Filing Acceptance Date: 

December 9, 2024; Filing Authority: 39 

U.S.C. 3642, 39 CFR 3035.105, and 39 

CFR 3041.310; Public Representative: 

Christopher Mohr; Comments Due: 

December 17, 2024. 

III. Summary Proceeding(s) 

None. See Section II for public 

proceedings. 

This Notice will be published in the 

Federal Register. 

Mallory S. Richards, 

Federal Register Liaison. 

[FR Doc. 2024–29513 Filed 12–13–24; 8:45 am] 

BILLING CODE 7710–FW–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–101868; File No. SR– 

NYSEARCA–2024–90] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change To Amend the NYSE Arca 

Options Fee Schedule Concerning the 

Options Regulatory Fee (ORF) 

December 10, 2024. 

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

Securities Exchange Act of 1934 (the 

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

notice is hereby given that, on 

November 25, 2024, NYSE Arca, Inc. 

(‘‘NYSE Arca’’ or the ‘‘Exchange’’) filed 

with the Securities and Exchange 

Commission (the ‘‘Commission’’) the 

proposed rule change as described in 

Items I and II below, which Items have 

been prepared by the 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 proposes to amend the 

NYSE Arca Options Fee Schedule (‘‘Fee 

Schedule’’) regarding the Options 

Regulatory Fee (‘‘ORF’’). 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 

Fee Schedule to (1) temporarily waive 

the ORF for the period December 1, 

2024 through December 31, 2024 (the 

‘‘Waiver Period’’), and (2) delete 

outdated language relating to a prior 

ORF waiver and superseded ORF rate. 

Background 

As a general matter, the Exchange 

may only use regulatory funds such as 

the ORF ‘‘to fund the legal, regulatory, 

and surveillance operations’’ of the 

Exchange.4 More specifically, the ORF 

is designed to recover a material 

portion, but not all, of the Exchange’s 

costs for the supervision and regulation 

of OTP Holders and OTP Firms 

(collectively, ‘‘OTP Holders’’), including 

the Exchange’s regulatory program and 

legal expenses associated with options 

regulation, such as the costs related to 

in-house staff, third-party service 

providers, and technology that facilitate 

regulatory functions such as 

surveillance, investigation, 

examinations, and enforcement 

(collectively, the ‘‘ORF Costs’’). ORF 

funds may also be used for indirect 

expenses such as human resources and 

other administrative costs. The 

Exchange monitors the amount of 

revenue collected from the ORF to 

ensure that this revenue, in combination 

with other regulatory fees and fines, 

does not exceed regulatory costs. 

The ORF is assessed on OTP Holders 

for options transactions that are cleared 


lotter on DSK11XQN23PROD with NOTICES1
Federal Register / Vol. 89, No. 241 / Monday, December 16, 2024 / Notices 101651 

5See Fee Schedule, NYSE Arca GENERAL 

OPTIONS and TRADING PERMIT (OTP) FEES, 

Regulatory Fees, Options Regulatory Fee (‘‘ORF’’), 

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

nyse/markets/arca-options/NYSE_Arca_Options_

Fee_Schedule.pdf. The Exchange uses reports from 

OCC when assessing and collecting the ORF. The 

ORF is not assessed on outbound linkage trades. An 

OTP Holder is not assessed the fee until it has 

satisfied applicable technological requirements 

necessary to commence operations on NYSE Arca. 

See id. 

6The Exchange notes that many of the Exchange’s 

market surveillance programs require the Exchange 

to look at and evaluate activity across all options 

markets, such as surveillance for position limit 

violations, manipulation, front-running, and 

contrary exercise advice violations/expiring 

exercise declarations. The Exchange and other 

options SROs are parties to a 17d–2 agreement 

allocating among the SROs regulatory 

responsibilities relating to compliance by the 

common members with rules for expiring exercise 

declarations, position limits, OCC trade 

adjustments, and Large Option Position Report 

reviews. See, e.g., Securities Exchange Act Release 

No. 85097 (February 11, 2019), 84 FR 4871 

(February 19, 2019). 

7See Fee Schedule, supra note 5. 

8See https://www.nyse.com/trader-update/ 

history#110000945374. 

9See Securities Exchange Act Release No. 98676 

(October 3, 2023), 88 FR 69969 (October 10, 2023) 

(SR–NYSEARCA–2023–68) (Notice of Filing and 

Immediate Effectiveness of a Proposed Rule Change 

To Amend the NYSE Arca Options Fee Schedule To 

Modify the Options Regulatory Fee). The Exchange 

also previously filed to waive the ORF from October 

1, 2023 through December 31, 2023. See id. 

10The OCC publishes options and futures volume 

in a variety of formats, including daily and monthly 

volume by exchange, available here: https://

www.theocc.com/Market-Data/Market-DataReports/Volume-and-Open-Interest/MonthlyWeekly-Volume-Statistics. The volume discussed in 

this filing is based on a compilation of OCC data 

for monthly volume of equity-based options and 

monthly volume of ETF-based options, in contract 

sides. 

by the OTP Holder through the Options 

Clearing Corporation (‘‘OCC’’) in the 

Customer range regardless of the 

exchange on which the transaction 

occurs and is collected from OTP 

Holder clearing firms by the OCC on 

behalf of NYSE Arca.5 All options 

transactions must clear via a clearing 

firm and such clearing firms can then 

choose to pass through all, a portion, or 

none of the cost of the ORF to its 

customers, i.e., the entering firms. The 

Exchange notes that the costs relating to 

monitoring OTP Holders with respect to 

Customer trading activity are generally 

higher than the costs associated with 

monitoring OTP Holders that do not 

engage in Customer trading activity, 

which tends to be more automated and 

less labor-intensive. By contrast, 

regulating OTP Holders that engage in 

Customer trading activity is generally 

more labor intensive and requires a 

greater expenditure of human and 

technical resources as the Exchange 

needs to review not only the trading 

activity on behalf of Customers, but also 

the OTP Holder’s relationship with its 

Customers via more labor-intensive 

exam-based programs.6 As a result, the 

costs associated with administering the 

customer component of the Exchange’s 

overall regulatory program are 

materially higher than the costs 

associated with administering the noncustomer component (e.g., OTP Holder 

proprietary transactions) of its 

regulatory program. 

Because the ORF is based on options 

transactions volume, the amount of ORF 

collected is variable. For example, if 

options transactions reported to OCC in 

a given month increase, the ORF 

collected from OTP Holders will likely 

increase as well. Similarly, if options 

transactions reported to OCC in a given 

month decrease, the ORF collected from 

OTP Holders will likely decrease as 

well. Accordingly, the Exchange 

monitors the amount of ORF collected 

to ensure that it does not exceed [sic] 

the ORF Costs. If the Exchange 

determines the amount of ORF collected 

exceeds [sic] or may exceed [sic] ORF 

Costs, the Exchange will, as appropriate, 

adjust the ORF by submitting a fee 

change filing to the Securities and 

Exchange Commission (the 

‘‘Commission’’). Exchange rules 

establish that market participants must 

be notified of any change in the ORF via 

Trader Update at least 30 calendar days 

prior to the effective date of the change.7

Proposed Rule Change 

Based on the Exchange’s recent 

review of regulatory costs, ORF 

collections, and options transaction 

volume, the Exchange proposes to waive 

the ORF from December 1 through 

December 31, 2024 in order to help 

ensure that the amount collected from 

the ORF, in combination with other 

regulatory fees and fines, does not 

exceed the Exchange’s total regulatory 

costs. The Exchange proposes to resume 

assessing the ORF on January 1, 2025 at 

the current rate of $0.0038 per contract. 

The Exchange notified OTP Holders of 

the proposed change to the ORF via 

Trader Update on October 30, 2024 8

(which was at least 30 calendar days 

prior to the proposed operative date of 

the waiver, December 1, 2024) so that 

market participants have sufficient 

opportunity to configure their systems 

to account properly for the waiver of the 

ORF. 

The proposed waiver is based on the 

Exchange’s analysis of recent options 

volumes and its regulatory costs. The 

Exchange believes that, if the ORF is not 

adjusted, the ORF revenue to the 

Exchange year over year could exceed a 

material portion of the Exchange’s ORF 

Costs. The options industry has 

continued to experience very high 

options trading volumes and volatility, 

and although the Exchange recently 

reduced the ORF as of January 1, 2024,9

the persisting increased options 

volumes have impacted the Exchange’s 

ORF collection. 

The options industry has continued to 

experience high options trading 

volumes, as illustrated in the table 

below reflecting industry data from OCC 

for 2022, 2023, and 2024: 10

2022 2023 2024 

Customer ADV ........................................................................................................... 34,091,409 35,957,560 38,412,142 

Total ADV .................................................................................................................. 76,488,459 81,483,685 86,706,482 

Both total average daily volume and 

customer average daily volume in 2024 

increased over the already elevated 

levels in 2022 and 2023. In addition, the 

below industry data from OCC 

demonstrates the high options trading 

volumes and volatility that the industry 

has continued to experience in 2024: 

May 2024 June 2024 July 2024 August 2024 September 2024 October 2024 

Customer ADV ..... 36,231,012 39,784,756 40,657,739 38,558,587 39,214,407 39,920,560 

Total ADV ............. 72,462,024 79,569,512 81,315,478 77,117,174 78,428,814 79,841,120 


lotter on DSK11XQN23PROD with NOTICES1
101652 Federal Register / Vol. 89, No. 241 / Monday, December 16, 2024 / Notices 

11 15 U.S.C. 78f(b). 12 15 U.S.C. 78f(b)(4) and (5). 

Because of the sustained impact of the 

trading volumes that have persisted 

through 2024, along with the difficulty 

of predicting if and when volumes may 

return to historical levels, the Exchange 

proposes to waive the ORF from 

December 1 through December 31, 2024 

to help ensure that ORF collection will 

not exceed [sic] ORF Costs for 2024. The 

Exchange cannot predict whether 

options volumes will remain at these 

levels going forward and projections for 

future regulatory costs are estimated, 

preliminary, and may change. However, 

the Exchange believes that the proposed 

waiver of the ORF would allow the 

Exchange to continue to monitor the 

amount collected from the ORF to help 

ensure that ORF collection, in 

combination with other regulatory fees 

and fines, does not exceed regulatory 

costs without the need to account for 

any ORF collection during the Waiver 

Period. 

Based on the Exchange’s estimated 

projections for its regulatory costs, 

balanced with the observed increase in 

options volumes, the Exchange proposes 

to resume assessing the current ORF rate 

of $0.0038 per contract as of January 1, 

2025. As noted above, although the 

options industry has experienced high 

options trading volumes in recent years, 

the Exchange cannot predict with 

certainty whether options volumes will 

remain at these levels going forward. 

The Exchange believes that maintaining 

the current rate when ORF collection 

resumes following the Waiver Period 

would allow the Exchange to continue 

assessing an ORF designed to recover a 

material portion, but not all, of the 

Exchange’s ORF Costs, based on current 

projections that the Exchange’s ORF 

Costs will increase in 2025. The 

Exchange will continue monitoring ORF 

Costs in advance of the resumption of 

the ORF and when it resumes assessing 

ORF on January 1, 2025, and, if the 

Exchange determines that, in light of 

projected volumes and ORF Costs, the 

ORF rate should be modified to help 

ensure that ORF collections would not 

exceed a material portion of ORF Costs, 

adjust the ORF by submitting a 

proposed rule change and notifying OTP 

Holders of such change by Trader 

Update. 

The Exchange also proposes to delete 

language in the Fee Schedule pertaining 

to the ORF waiver that was in effect 

from October 1, 2023 to December 31, 

2023, as well as the old ORF rate of 

$0.0058 per contract, which was 

superseded by the current ORF rate of 

$0.0038 as of January 1, 2024. The 

Exchange believes this change would 

improve the clarity of the Fee Schedule 

by removing obsolete language. 

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

the provisions of Section 6(b) 11 of the 

Act, in general, and Section 6(b)(4) and 

(5) 12 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 and 

does not unfairly discriminate between 

customers, issuers, brokers, or dealers. 

The Proposal Is Reasonable 

The Exchange believes the proposed 

temporary waiver of the ORF is 

reasonable because it would help ensure 

that collections from the ORF do not 

exceed a material portion of the 

Exchange’s ORF Costs. As noted above, 

the ORF is designed to recover a 

material portion, but not all, of the 

Exchange’s ORF Costs. 

Although there can be no assurance 

that the Exchange’s final costs for 2024 

will not differ materially from its 

expectations and prior practice, nor can 

the Exchange predict with certainty 

whether options volume will remain at 

current or similar levels going forward, 

the Exchange believes that the amount 

collected based on the current ORF rate, 

when combined with regulatory fees 

and fines, may result in collections in 

excess of the estimated ORF Costs for 

the year. Particularly, as noted above, 

the options market has continued to 

experience elevated volumes and 

volatility in 2024, thereby resulting in 

higher ORF collections than projected 

despite the reduced ORF rate in effect 

as of January 1, 2024. The Exchange 

therefore believes that it would be 

reasonable to waive ORF from December 

1 through December 31, 2024 to help 

ensure that ORF collection does not 

exceed [sic] the ORF Costs for 2024. 

Particularly, the Exchange believes that 

waiving the ORF from December 1 

through December 31, 2024 and taking 

into account all of the Exchange’s other 

regulatory fees and fines would allow 

the Exchange to continue covering a 

material portion of ORF Costs, while 

lessening the potential for generating 

excess funds that may otherwise occur 

using the current rate. The Exchange 

proposes to resume assessing its current 

ORF ($0.0038 per contract) following 

the Waiver Period. The Exchange 

believes that resumption of the ORF at 

the current rate on January 1, 2025 

(unless the Exchange determines it 

necessary to adjust the ORF rate to help 

ensure that ORF collections do not 

exceed [sic] ORF Costs) is reasonable 

because it would permit the Exchange to 

resume collecting an ORF that is 

designed to recover a material portion, 

but not all, of the Exchange’s projected 

ORF Costs. The Exchange’s proposal to 

resume ORF collection following the 

Waiver Period at the current ORF rate is 

based on the Exchange’s estimated 

projections for its regulatory costs, 

which are currently projected to 

increase in 2025, balanced with the 

increase in options volumes that has 

persisted into 2024 and that may 

continue into 2025. The Exchange will 

continue monitoring ORF Costs in 

advance of the resumption of the ORF 

and when it resumes assessing ORF on 

January 1, 2025, and, if the Exchange 

determines that, in light of projected 

volumes and ORF Costs, the ORF rate 

should be modified to help ensure that 

ORF collections would not exceed a 

material portion of ORF Costs, adjust 

the ORF by submitting a proposed rule 

change and notifying OTP Holders of 

such change by Trader Update. 

The Exchange also believes that the 

proposed deletion of language relating 

to an ORF waiver period that has now 

elapsed and a superseded ORF rate is 

reasonable because it would remove 

obsolete language and thus improve the 

clarity of the Fee Schedule. 

The Proposal Is an Equitable Allocation 

of Fees 

The Exchange believes its proposal is 

an equitable allocation of fees among its 

market participants. The Exchange 

believes that the proposed waiver would 

not place certain market participants at 

an unfair disadvantage because it would 

apply equally to all OTP Holders on all 

their transactions that clear in the 

Customer range at the OCC and would 

allow the Exchange to continue to 

monitor the amount collected from the 

ORF to help ensure that ORF collection, 

in combination with other regulatory 

fees and fines, does not exceed 

regulatory costs. The Exchange also 

believes that recommencing the ORF on 

January 1, 2025 at the current rate, 

unless the Exchange determines it 

necessary to adjust the ORF to ensure 

that ORF collections do not exceed a 

material portion of ORF Costs, is 

equitable because the ORF would 

resume applying equally to all OTP 

Holders on options transactions in the 

Customer range, at a rate designed to 

recover a material portion, but not all, 

of the Exchange’s projected ORF Costs, 

based on current projections that such 

costs will increase in 2025. 

The proposed change to remove 

language relating to an ORF waiver 

period that has now elapsed and a 

superseded ORF rate is also equitable 


lotter on DSK11XQN23PROD with NOTICES1
Federal Register / Vol. 89, No. 241 / Monday, December 16, 2024 / Notices 101653 

13 15 U.S.C. 78s(b)(3)(A)(ii). 

14 17 CFR 240.19b–4(f)(2). 

because it would eliminate language 

from the Fee Schedule that is no longer 

applicable to any OTP Holders. 

The Proposed Fee Is Not Unfairly 

Discriminatory 

The Exchange believes that the 

proposal is not unfairly discriminatory. 

The Exchange believes that the 

proposed waiver of the ORF would not 

place certain market participants at an 

unfair disadvantage because the change 

would apply to all OTP Holders subject 

to the ORF and would allow the 

Exchange to continue to monitor the 

amount collected from the ORF to help 

ensure that ORF collection, in 

combination with other regulatory fees 

and fines, does not exceed regulatory 

costs. The Exchange also has provided 

all such OTP Holders with 30 days’ 

advance notice of the planned change to 

the ORF. The Exchange also believes 

that recommencing the ORF on January 

1, 2025 at the current rate, unless the 

Exchange determines it necessary to 

adjust the ORF to ensure that ORF 

collections do not exceed a material 

portion of ORF Costs, is not unfairly 

discriminatory because the Exchange 

would resume assessing an ORF 

designed to recover a material portion, 

but not all, of the Exchange’s projected 

ORF Costs, based on current projections 

that such costs will increase in 2025. In 

addition, the ORF would resume 

applying equally to all OTP Holders 

based on their transactions that clear in 

the Customer range at the OCC. 

The proposed change to remove 

language relating to an ORF waiver 

period that has now elapsed and a 

superseded ORF rate is also not unfairly 

discriminatory because it would 

eliminate outdated language from the 

Fee Schedule that no longer impacts any 

OTP Holders. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change will impose 

any burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. 

Intramarket Competition. The 

Exchange believes the proposed change 

would not impose an undue burden on 

intramarket competition because the 

ORF is charged to all OTP Holders on 

all their transactions that clear in the 

Customer range at the OCC; thus, the 

amount of ORF imposed is based on the 

amount of Customer volume transacted. 

The Exchange believes that the 

proposed temporary waiver of the ORF 

would not place certain market 

participants at an unfair disadvantage 

because all options transactions must 

clear via a clearing firm. Such clearing 

firms can then choose to pass through 

all, a portion, or none of the cost of the 

ORF to its customers, i.e., the entering 

firms. The ORF is collected from OTP 

Holder clearing firms by the OCC on 

behalf of NYSE Arca and is assessed on 

all options transactions cleared at the 

OCC in the Customer range. The 

Exchange also believes recommencing 

the ORF on January 1, 2025 at the 

current rate (unless the Exchange 

determines it necessary at that time to 

adjust the ORF to ensure that ORF 

collections do not exceed a material 

portion of ORF Costs) would not impose 

an undue burden on competition 

because it would permit the Exchange to 

resume assessing an ORF that is 

designed to recover a material portion, 

but not all, of the Exchange’s projected 

ORF Costs, based on current projections 

that such costs will increase in 2025. 

The ORF would, as currently, apply to 

all OTP Holders on their options 

transactions that clear in the Customer 

range at the OCC when ORF collection 

resumes on January 1, 2025. The 

Exchange also believes that the 

proposed change to eliminate language 

relating to an ORF waiver period that 

has now elapsed and a superseded ORF 

rate would not impact intramarket 

competition because it is intended only 

to add clarity to the Fee Schedule by 

removing obsolete text. 

Intermarket Competition. The 

proposed fee change is not designed to 

address any competitive issues. Rather, 

the proposed change is designed to help 

the Exchange adequately fund its 

regulatory activities while seeking to 

ensure that total collections from 

regulatory fees do not exceed [sic] total 

regulatory costs and to promote clarity 

in the Fee Schedule by deleting obsolete 

text. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments were solicited 

or received with respect to the proposed 

rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The foregoing rule change has become 

effective pursuant to Section 

19(b)(3)(A)(ii) of the Act 13 and Rule 

19b–4(f)(2) 14 thereunder. 

At any time within 60 days of the 

filing of the proposed rule change, the 

Commission summarily may 

temporarily suspend such rule change if 

it appears to the Commission that such 

action is necessary or appropriate in the 

public interest, for the protection of 

investors, or otherwise in furtherance of 

the purposes of the Act. If the 

Commission takes such action, the 

Commission shall institute proceedings 

to determine whether the proposed rule 

change should be approved or 

disapproved. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s internet 

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

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include file number SR– 

NYSEARCA–2024–90 on the subject 

line. 

Paper Comments 

• Send paper comments in triplicate 

to Secretary, Securities and Exchange 

Commission, 100 F Street NE, 

Washington, DC 20549–1090. 

All submissions should refer to file 

number SR–NYSEARCA–2024–90. 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 


lotter on DSK11XQN23PROD with NOTICES1
101654 Federal Register / Vol. 89, No. 241 / Monday, December 16, 2024 / Notices 

15 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 Trust is a Delaware statutory trust. On 

November 26, 2024, the Trust filed with the 

Commission an initial registration statement (the 

‘‘Registration Statement’’) on Form S–1 under the 

Securities Act of 1933 (15 U.S.C. 77a). The 

description of the operation of the Trust herein is 

based, in part, on the most recent Registration 

Statement. The Registration Statement is not yet 

effective, and the Shares will not trade on the 

Exchange until such time that the Registration 

Statement is effective. 

5Commodity-Based Trust Shares are securities 

issued by a trust that represents investors’ discrete 

identifiable and undivided beneficial ownership 

interest in the commodities deposited into the trust. 

6 15 U.S.C. 80a–1. 

7 17 U.S.C. 1. 

8With respect to the application of Rule 10A–3 

(17 CFR 240.10A–3) under the Act, the Trust relies 

on the exemption contained in Rule 10A–3(c)(7). 

9The description of the operation of the Trust, 

the Shares, and the ether market contained herein 

is based, in part, on the Registration Statement. See 

note 4, supra. 

10As of the date of this filing, the relative market 

capitalization of bitcoin and ether is 83% bitcoin 

and 17% ether. The Trust will calculate the market 

capitalization of bitcoin and ether by multiplying 

the Pricing Benchmarks by the current circulating 

supply of bitcoin and ether respectively, as 

determined by the Sponsor, and will calculate the 

relative market capitalization by dividing each of 

bitcoin and ether’s market capitalization by the 

combined market capitalization of both. 

11The Pricing Benchmarks are calculated by CF 

Benchmarks Ltd. (the ‘‘Benchmark Provider’’) based 

on an aggregation of executed trade flow of major 

bitcoin and ether trading platforms. As further 

discussed below, the Pricing Benchmarks are 

designed to provide a daily, 4:00 p.m. Eastern Time 

(‘‘E.T.’’) reference rate of the U.S. dollar price of one 

bitcoin or one ether that may be used to develop 

financial products. 

12The Trust conducts creations and redemptions 

of its Shares for cash. Authorized Participants 

(defined below) will deliver cash to the Cash 

Custodian pursuant to creation orders for Shares 

and the Cash Custodian will hold such cash until 

such time as it can be converted to bitcoin or ether, 

which the Trust intends to do on the same business 

day in which such cash is received by the Cash 

Custodian. Additionally, the Trust will sell bitcoin 

and ether in exchange for cash pursuant to 

redemption orders of its Shares. In connection with 

such sales, an approved Digital Asset Trading 

Counterparty (defined below) will send cash to the 

Cash Custodian. The Cash Custodian will hold such 

cash until it can be distributed to the redeeming 

Authorized Participant, which it intends to do on 

the same business day in which it is received. In 

connection with the purchases and sales of bitcoin 

and ether pursuant to its creation and redemption 

activity, it is possible that the Trust may retain de 

minimis amounts of cash as a result of rounding 

differences. The Trust may also initially hold small 

amounts of cash to initiate Trust operations in the 

withhold entirely from publication 

submitted material that is obscene or 

subject to copyright protection. All 

submissions should refer to file number 

SR–NYSEARCA–2024–90 and should be 

submitted on or before January 6, 2025. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.15

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–29471 Filed 12–13–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–101864; File No. SR– 

NYSEARCA–2024–104] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Notice of Filing of Proposed 

Rule Change to List and Trade Shares 

of the Bitwise Bitcoin and Ethereum 

ETF under NYSE Arca Rule 8.201–E 

(Commodity-Based Trust Shares) 

December 10, 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 26, 2024, NYSE Arca, Inc. 

(‘‘NYSE Arca’’ or the ‘‘Exchange’’) filed 

with the Securities and Exchange 

Commission (the ‘‘Commission’’) the 

proposed rule change as described in 

Items I, 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 list and 

trade shares of the Bitwise Bitcoin and 

Ethereum ETF (the ‘‘Trust’’) under 

NYSE Arca Rule 8.201–E (CommodityBased Trust Shares). 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 list and 

trade shares (‘‘Shares’’) of the Trust 4

pursuant to NYSE Arca Rule 8.201–E, 

which governs the listing and trading of 

Commodity Based Trust Shares.5

According to the Registration 

Statement, the Trust will not be 

registered as an investment company 

under the Investment Company Act of 

1940,6 and is not required to register 

thereunder. The Trust is not a 

commodity pool for purposes of the 

Commodity Exchange Act.7

The Exchange represents that the 

Shares satisfy the requirements of NYSE 

Arca Rule 8.201–E and thereby qualify 

for listing on the Exchange.8

Operation of the Trust 9

The Trust will issue the Shares 

which, according to the Registration 

Statement, represent units of undivided 

beneficial ownership of the Trust. The 

Trust is a Delaware statutory trust and 

will operate pursuant to a trust 

agreement (the ‘‘Trust Agreement’’) 

between Bitwise Investment Advisers, 

LLC (the ‘‘Sponsor’’ or ‘‘Bitwise’’) and 

Delaware Trust Company, as the Trust’s 

trustee (the ‘‘Trustee’’). Coinbase 

Custody Trust Company, LLC will 

maintain custody of the Trust’s bitcoin 

and ether (the ‘‘Bitcoin and Ether 

Custodian’’). Bank of New York Mellon 

will be the custodian for the Trust’s 

cash holdings (in such role, the ‘‘Cash 

Custodian’’), the administrator of the 

Trust (in such role, the 

‘‘Administrator’’), and the transfer agent 

for the Trust (in such role, the ‘‘Transfer 

Agent’’). 

According to the Registration 

Statement, the investment objective of 

the Trust is to seek to provide exposure 

to the value of bitcoin and ether held by 

the Trust, less the expenses of the 

Trust’s operations and other liabilities. 

The Trust’s allocation of its assets to 

bitcoin and ether will approximate the 

relative market capitalization of bitcoin 

and ether to one another.10 In seeking to 

achieve its investment objective, the 

Trust will hold bitcoin and ether and 

establish its Net Asset Value (‘‘NAV’’) at 

the end of every business day by 

reference to the CME CF Bitcoin—New 

York Variant for its bitcoin holdings (the 

‘‘Bitcoin Pricing Benchmark’’) and to 

the CME CF Ether—Dollar Reference 

Rate—New York Variant for its ether 

holdings (the ‘‘Ether Pricing 

Benchmark,’’ and, with the Bitcoin 

Pricing Benchmark, the ‘‘Pricing 

Benchmarks’’).11

The Trust’s only assets will be 

bitcoin, ether, and cash.12 The Trust 


lotter on DSK11XQN23PROD with NOTICES1