Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Its Price List Regarding the Gross FOCUS Fee, 86390-86393 [2024-25142]
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86390
Federal Register / Vol. 89, No. 210 / Wednesday, October 30, 2024 / Notices
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 writing to the
Commission’s Secretary at SecretarysOffice@sec.gov.
ADDRESSES: The Commission:
Secretarys-Office@sec.gov.
FOR FURTHER INFORMATION CONTACT:
Shawn Davis, Assistant Director, at
(202) 551–6413 or Chief Counsel’s
Office at (202) 551–6821; SEC, Division
of Investment Management, Chief
Counsel’s Office, 100 F Street NE,
Washington, DC 20549–8010.
BNY Mellon New York Tax Exempt
Bond Fund, Inc. [File No. 811–03726]
Summary: Applicant seeks an order
declaring that it has ceased to be an
investment company. The applicant has
transferred its assets to BNY Mellon
New York AMT-Free Municipal Bond
Fund, and on May 17, 2024 made a final
distribution to its shareholders based on
net asset value. Expenses of $262,765
incurred in connection with the
reorganization were paid by the
applicant.
Filing Date: The application was filed
on October 17, 2024.
Applicant’s Address: c/o BNY Mellon
Investment Adviser, Inc., 240
Greenwich Street, New York, New York
10286.
ddrumheller on DSK120RN23PROD with NOTICES1
Delaware Investments Dividend &
Income Fund, Inc. [File No. 811–07460]
Summary: Applicant, a closed-end
investment company, seeks an order
declaring that it has ceased to be an
investment company. The applicant has
transferred its assets to abrdn Global
Dynamic Dividend Fund, and on March
10, 2023 made a final distribution to its
shareholders based on net asset value.
Expenses of $288,309 incurred in
connection with the reorganization were
paid by the applicant, the applicant’s
investment adviser, the acquiring fund,
and the acquiring fund’s investment
adviser.
Filing Dates: The application was
filed on October 27, 2023 and amended
on October 22, 2024.
Applicant’s Address: 100
Independence, 610 Market Street,
Philadelphia, Pennsylvania 19106–
2354.
Macquarie Global Infrastructure Total
Return Fund Inc. [File No. 811–21765]
Summary: Applicant, a closed-end
investment company, seeks an order
declaring that it has ceased to be an
investment company. The applicant has
transferred its assets to abrdn Global
Infrastructure Income Fund, and on
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March 10, 2023 made a final
distribution to its shareholders based on
net asset value. Expenses of $1,223,794
incurred in connection with the
reorganization were paid by the
applicant, the applicant’s investment
adviser, the acquiring fund, and the
acquiring fund’s investment adviser.
Filing Dates: The application was
filed on October 27, 2023 and amended
on October 22, 2024.
Applicant’s Address: 100
Independence, 610 Market Street,
Philadelphia, Pennsylvania 19106–
2354.
Variable Annuity Account Ten [File No.
811–23649]
Summary: Applicant, a unit
investment trust, seeks an order
declaring that it has ceased to be an
investment company. No expenses were
incurred in connection with the
liquidation.
Filing Dates: The application was
filed on July 17, 2024 and amendments
on September 6, 2024 and October 24,
2024.
Applicant’s Address: 2727–A Allen
Parkway, Houston, Texas 77019.
For the Commission, by the Division of
Investment Management, pursuant to
delegated authority.
J. Matthew DeLesDernier,
Deputy Secretary.
[FR Doc. 2024–25233 Filed 10–29–24; 8:45 am]
BILLING CODE 8011–01–P
[Release No. 34–101425; File No. SR–NYSE–
2024–66]
Self-Regulatory Organizations; New
York Stock Exchange LLC; Notice of
Filing and Immediate Effectiveness of
Proposed Rule Change To Amend Its
Price List Regarding the Gross FOCUS
Fee
October 24, 2024.
Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934
(‘‘Act’’),1 and Rule 19b–4 thereunder,2
notice is hereby given that on October
10, 2024, New York Stock Exchange
LLC (‘‘NYSE’’ or the ‘‘Exchange’’) filed
with the Securities and Exchange
Commission (‘‘SEC’’ or ‘‘Commission’’)
the proposed rule change as described
in Items I, II, and III below, which Items
have been prepared by the Exchange.
The Commission is publishing this
notice to solicit comments on the
2 17
PO 00000
U.S.C. 78s(b)(1).
CFR 240.19b–4.
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I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The Exchange proposes to amend its
Price List regarding the gross FOCUS fee
charged to member organizations,
effective October 10, 2024.3 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
Statutory Basis for, the Proposed Rule
Change
1. Purpose
SECURITIES AND EXCHANGE
COMMISSION
1 15
proposed rule change from interested
persons.
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The Exchange proposes to amend its
Price List to (1) provide for a temporary
waiver of the Gross FOCUS fee from
October 1, 2024 through February 28,
2025 (the ‘‘Waiver Period’’), and (2)
delete a reference to a superseded fee.
The Exchange proposes to implement
the fee changes effective October 10,
2024.
Background
NYSE Rule 129 provides that the
Exchange’s Board may, from time to
time, impose such charge(s) on members
and member organizations as it deems
appropriate to reimburse the Exchange,
in whole or in part, for regulatory
oversight services provided to the
membership by the Exchange.
Generally, the Exchange may only use
regulatory fees ‘‘to fund the legal,
regulatory and surveillance operations’’
of the Exchange.4
3 The Exchange previously filed to amend the
Price List on October 1, 2024 (SR–NYSE–2024–63)
and withdrew such filing on October 10, 2024.
4 See Fourteenth Amended and Restated
Operating Agreement of New York Stock Exchange
LLC, Art. IV, Sec. 4.05, available at https://
www.nyse.com/publicdocs/nyse/regulation/nyse/
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Consistent with the foregoing, the
Exchange currently charges each
member organization a monthly
regulatory fee of $0.11 per $1,000 of
gross revenue reported on its FOCUS
Report (‘‘Gross FOCUS Fee’’).5 Member
organizations are subject to certain
minimum annual Gross FOCUS Fees,
which are $500 for carrying firms and
designated market makers, $250 for
introducing firms, and $45 for member
organizations who do not conduct a
public business.
The revenue collected pursuant to the
Gross FOCUS Fee funds the
performance of the Exchange’s
regulatory activities with respect to
member organizations. More
specifically, the Gross FOCUS Fee funds
a material portion, but not all, of the
Exchange’s expenses related to its
regulatory program, including legal
expenses associated with regulation, the
costs related to in-house staff, thirdparty service providers, and technology
that facilitates regulatory functions such
as surveillance, investigation,
examinations, and enforcement. Gross
FOCUS Fee funds may also be used for
indirect expenses such as human
resources and other administrative costs
(collectively, ‘‘Regulatory Costs’’).
The Exchange monitors the amount of
revenue collected from the Gross
FOCUS Fee to ensure that these funds,
in combination with its other regulatory
fees and fines, do not exceed Regulatory
Costs. The Exchange monitors
Regulatory Costs and revenues on an
annual basis, at a minimum. If the
Exchange determines that regulatory
revenues exceed or are projected to
exceed Regulatory Costs, the Exchange
will adjust the Gross FOCUS Fee
downward or seek a partial waiver of
the fee by submitting a filing to the
Commission. As described below, the
Exchange has determined that
continued collection of Gross FOCUS
Fees at the current rate for the proposed
Waiver Period would exceed a material
portion of the Exchange’s anticipated
Regulatory Costs (as noted above),
justifying the proposed waiver of the
Gross FOCUS Fee for member
organizations through the end of
February 2025.
Fourteenth_Amended_and_Restated_Operating_
Agreement_of_New_York_Stock_Exchange.pdf.
5 The current Gross FOCUS fee of $0.11 per
$1,000 Gross FOCUS Revenue was adopted in
October 2020, effective January 1, 2021. Given that
the new rate was not proposed to be implemented
until January 1, 2021, both rates were reflected in
the Price List. As discussed below, the Exchange
proposes to delete as obsolete the old rate and the
language following the current $0.11 rate.
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Proposed Rule Change
Based on the Exchange’s recent
review of current and anticipated
Regulatory Costs and Gross FOCUS Fee
revenue, the Exchange proposes to
waive the Gross FOCUS Fee from
October 1, 2024 through February 28,
2025 in order to help ensure that the
amounts collected from the Gross
FOCUS Fee, in combination with other
regulatory fees and fines, do not exceed
the Exchange’s total projected
Regulatory Costs. The Exchange
proposes to reduce the Gross FOCUS
Fee because it believes that if the fee is
not adjusted, Gross FOCUS Fee revenue
to the Exchange year-over-year could
exceed a material portion of the
Exchange’s Regulatory Costs. The
Exchange’s position is based on its
periodic analysis of actual and
anticipated costs to fund its regulatory
program and revenue to offset those
costs, including the Gross FOCUS Fee,
and takes into consideration both that
the last Gross FOCUS Fee adjustment
was more than three years ago, and the
projected regulatory spending landscape
going forward. Moreover, the Exchange
believes that a five-month waiver rather
than adjusting the fee would most
efficiently accomplish the goal of
reasonably ensuring that Gross FOCUS
Fee collection does not exceed
anticipated Regulatory Costs, and allow
for further consideration of the
appropriate Gross FOCUS Fee rate going
forward.
The Exchange would announce the
proposed waiver of the Gross FOCUS
Fee by Trader Update.
Finally, as noted above, the Exchange
adopted the current Gross FOCUS Fee of
$0.11 per $1,000 Gross FOCUS Revenue
in October 2020, effective January 1,
2021. Given that the new rate was not
proposed to be implemented until
January 1, 2021, both rates were
reflected in the Price List. The Exchange
proposes to delete as obsolete the old
rate and the language following the
current $0.11 rate that reads ‘‘as of
January 1, 2021.’’
The proposed change is not otherwise
intended to address other issues, and
the Exchange is not aware of any
significant problems that market
participants would have in complying
with the proposed changes.
2. Statutory Basis
The Exchange believes that the
proposed rule change is consistent with
Section 6(b) of the Act,6 in general, and
furthers the objectives of Sections
6(b)(4) and (5) of the Act,7 in particular,
6 15
7 15
PO 00000
U.S.C. 78f(b).
U.S.C. 78f(b)(4) & (5).
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86391
because it provides for the equitable
allocation of reasonable dues, fees, and
other charges among its members,
issuers and other persons using its
facilities and does not unfairly
discriminate between customers,
issuers, brokers or dealers.
The Proposed Change Is Reasonable
The Exchange believes the proposed
fee change is reasonable because it
would help ensure that revenue
collected from the Gross FOCUS Fee
does not exceed a material portion of
the Exchange’s projected Regulatory
Costs. The Exchange has targeted the
Gross FOCUS Fee to generate revenues
that would be less than or equal to the
Exchange’s regulatory costs, which is
consistent with both Rule 129 and the
Commission’s view that regulatory fees
be used for regulatory purposes. As
noted above, the principle that the
Exchange may only use regulatory fees
‘‘to fund the legal, regulatory, and
surveillance operations’’ of the
Exchange is reflected in the Exchange’s
operating agreement.8 In this regard, the
Gross FOCUS Fee has been calculated to
recover a material portion, but not all,
of the Exchange’s Regulatory Costs. As
also noted above, based on the
Exchange’s recent review of current and
projected regulatory costs and Gross
FOCUS Fee collections, a five-month
waiver of the Gross FOCUS Fee, which
was last adjusted more than three years
ago, would be the most efficient way to
lessen the potential for generating
excess funds that may otherwise occur
using the current rate and allow for
further consideration of the appropriate
Gross FOCUS Fee rate going forward.
The Exchange thus believes that the
proposed waiver would be a fair and
reasonable method for ensuring that the
amounts collected from the Gross
FOCUS Fee, in combination with other
regulatory fees and fines, do not
potentially exceed Regulatory Costs.
The Exchange further believes that
resuming the current rate as of March 1,
2025 would be reasonable because it
would permit the Exchange to resume
assessing the Gross FOCUS Fee in a way
that is designed to recover a material
portion, but not all, of the Exchange’s
projected Regulatory Costs. The
Exchange would continue monitoring
Regulatory Costs in advance of the fee
resumption next year and, if the
Exchange determines that the rate
should be further modified to help
ensure that Gross FOCUS Fee
collections would not exceed a material
portion of Regulatory Costs, would
8 See
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note 4, supra.
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Federal Register / Vol. 89, No. 210 / Wednesday, October 30, 2024 / Notices
make an appropriate rule filing with the
Commission.
The Exchange further believes that the
proposed deletion of references to a
superseded Gross FOCUS Fee would
increase the clarity and transparency of
the Exchange’s rules and remove
impediments to and perfect the
mechanism of a free and open market by
ensuring that persons subject to the
Exchange’s jurisdiction, regulators, and
the investing public could more easily
navigate and understand the Exchange
rules. The Exchange further believes
that the proposed change would not be
inconsistent with the public interest and
the protection of investors because
investors will not be harmed and in fact
would benefit from increased clarity,
thereby reducing potential confusion.
ddrumheller on DSK120RN23PROD with NOTICES1
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
further believes that the proposed Gross
FOCUS Fee waiver would benefit all
member organizations because all
member organizations would be eligible
for the waiver, and would benefit from
the waiver, on full and equal terms. For
the same reasons, the proposed waiver
neither targets nor will it have a
disparate impact on any particular
category of market participant. All
member organizations would qualify for
the waiver of the Gross FOCUS Fee on
an equal and non-discriminatory basis.
The Exchange also believes that
recommencing the Gross FOCUS Fee
effective March 1, 2025, at the current
rate, unless the Exchange determines it
would be necessary to further adjust the
fee, is equitable because the Gross
FOCUS Fee would resume applying to
all member organizations on an equal
basis.
The Exchange further believes the
proposed change supports an equitable
allocation of fees and credits among its
market participants because it would
eliminate obsolete text from the Price
List describing pricing that is no longer
applicable to any market participants.
Accordingly, the Exchange believes the
proposal would impact all similarly
situated member organizations on an
equal basis. The Exchange also believes
that the proposed change would
promote investor protection and the
public interest because the deletion of
superseded fees from the Price List
would enhance the clarity of the Price
List and reduce confusion regarding fees
and credits currently applicable to
market participants who transact on the
Exchange.
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The Proposal Is Not Unfairly
Discriminatory
The Exchange believes that the
proposal is not unfairly discriminatory.
The proposed waiver of the Gross
FOCUS Fee would benefit all similarlysituated market participants on an equal
and non-discriminatory basis. Moreover,
the proposal neither targets nor will it
have a disparate impact on any
particular category of market
participant. The proposed fee change is
designed to pause collection of a fee that
applies to member organizations on an
equal and non-discriminatory basis,
waiver of which would apply to and
benefit all member organizations
equally. The Exchange also believes that
recommencing the Gross FOCUS Fee on
March 1, 2025 at the current rate, unless
the Exchange determines it would be
necessary to further adjust the rate to
ensure that collections do not exceed a
material portion of its Regulatory Costs,
is not unfairly discriminatory because
the resumed fee would apply equally to
all member organizations.
In addition, the proposed elimination
of obsolete pricing would affect all
market participants on an equal and
non-discriminatory basis, as the fee with
which such pricing is associated is no
longer available to any market
participants. The Exchange also believes
that the proposed change would protect
investors and the public interest
because the deletion of superseded
pricing programs would facilitate
market participants’ understanding of
the pricing currently applicable on the
Exchange.
For the foregoing reasons, the
Exchange believes that the proposal is
consistent with the Act.
B. Self-Regulatory Organization’s
Statement on Burden on Competition
In accordance with Section 6(b)(8) of
the Act,9 the Exchange believes that the
proposed rule change would not 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 fee
change would not impose an undue
burden on competition as the fee waiver
would apply to all member
organizations on an equal and nondiscriminatory basis. The Exchange
believes that the proposed waiver would
also not place certain market
participants at an unfair disadvantage
because all member organizations
would be eligible for the same waiver.
For the same reasons, the proposed fee
waiver neither targets nor will it have a
disparate impact on any particular
category of market participant. All
similarly-situated member organizations
would be eligible for the proposed
waiver. The Exchange also believes
recommencing the Gross FOCUS Fee on
March 1, 2025 at the same current rate
(unless the Exchange determines it
necessary at that time to adjust the fee
to ensure that collections do not exceed
a material portion of its Regulatory
Costs) would not impose an undue
burden on competition because the
proposed rate would apply equally to all
member organizations subject to the
Gross FOCUS Fee and would permit the
Exchange to resume assessing a fee that
is designed to recover a material
portion, but not all, of the Exchange’s
projected Regulatory Costs.
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 total
Regulatory Costs.
Finally, that portion of the proposal
that relates to elimination of a reference
to a superseded fee would not have any
impact on intra- or inter-market
competition because the proposed
change is solely designed to enhance the
clarity and transparency of the Price List
and alleviate possible customer
confusion that may arise from inclusion
of a reference to a superseded fee.
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,10 and Rule 19b–4(f)(2)
thereunder 11 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
10 15
9 15
PO 00000
U.S.C. 78f(b)(8).
Frm 00083
Fmt 4703
11 17
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E:\FR\FM\30OCN1.SGM
U.S.C. 78s(b)(3)(A)(ii).
CFR 240.19b–4.
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Federal Register / Vol. 89, No. 210 / Wednesday, October 30, 2024 / Notices
action is necessary or appropriate in the
public interest, for the protection of
investors, or otherwise in furtherance of
the purposes of the Act.
IV. Solicitation of Comments
[FR Doc. 2024–25142 Filed 10–29–24; 8:45 am]
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–2024–66 on the subject line.
ddrumheller on DSK120RN23PROD with NOTICES1
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–2024–66. 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–2024–66, and should be
submitted on or before November 20,
2024.
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For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.12
Sherry R. Haywood,
Assistant Secretary.
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–101422; File No. SR–
CboeBZX–2024–026]
Self-Regulatory Organizations; Cboe
BZX Exchange, Inc.; Notice of
Designation of a Longer Period for
Commission Action on Proceedings To
Determine Whether To Approve or
Disapprove a Proposed Rule Change
To Permit the Generic Listing and
Trading of Multi-Class ETF Shares
October 23, 2024.
On April 15, 2024, Cboe BZX
Exchange, Inc. (‘‘BZX’’) filed with the
Securities and Exchange Commission
(‘‘Commission’’), pursuant to Section
19(b)(1) of the Securities Exchange Act
of 1934 (‘‘Act’’) 1 and Rule 19b–4
thereunder,2 a proposed rule change to
amend BZX Rule 14.11(l) to permit the
generic listing and trading of MultiClass ETF Shares. The proposed rule
change was published for comment in
the Federal Register on May 1, 2024.3
On May 30, 2024, pursuant to Section
19(b)(2) of the Act,4 the Commission
designated a longer period within which
to approve the proposed rule change,
disapprove the proposed rule change, or
institute proceedings to determine
whether to disapprove the proposed
rule change.5 On July 12, 2024, the
Commission instituted proceedings
pursuant to Section 19(b)(2)(B) of the
Act 6 to determine whether to approve
or disapprove the proposed rule
change.7
Section 19(b)(2) of the Act 8 provides
that, after initiating disapproval
proceedings, the Commission shall issue
an order approving or disapproving the
proposed rule change not later than 180
days after the date of publication of
12 17
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
3 See Securities Exchange Act Release No. 100034
(April 25, 2024), 89 FR 35255. Comments on the
proposed rule change are available at: https://
www.sec.gov/comments/sr-cboebzx-2024-026/
srcboebzx2024026.htm.
4 15 U.S.C. 78s(b)(2).
5 See Securities Exchange Act Release No.
100248, 89 FR 48202 (June 5, 2024).
6 15 U.S.C. 78s(b)(2)(B).
7 See Securities Exchange Act Release No.
100522, 89 FR 58463 (July 18, 2024).
8 15 U.S.C. 78s(b)(2).
1 15
PO 00000
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86393
notice of filing of the proposed rule
change. The Commission may extend
the period for issuing an order
approving or disapproving the proposed
rule change, however, by not more than
60 days if the Commission determines
that a longer period is appropriate and
publishes the reasons for such
determination. The proposed rule
change was published for notice and
comment in the Federal Register on
May 1, 2024. October 28, 2024 is 180
days from that date, and December 27,
2024 is 240 days from that date.
The Commission finds it appropriate
to designate a longer period within
which to issue an order approving or
disapproving the proposed rule change
so that it has sufficient time to consider
the proposed rule change. Accordingly,
the Commission, pursuant to Section
19(b)(2) of the Act,9 designates
December 27, 2024 as the date by which
the Commission shall either approve or
disapprove the proposed rule change
(File No. SR–CboeBZX–2024–026).
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.10
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2024–25060 Filed 10–29–24; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–101428; File No. SR–
CBOE–2024–047]
Self-Regulatory Organizations; Cboe
Exchange, Inc.; Notice of Filing of a
Proposed Rule Change To Amend Its
Rules Regarding the Types of Complex
Orders Available for Flexible Exchange
Options (‘‘FLEX’’) Trading at the
Exchange
October 24, 2024.
Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934 (the
‘‘Act’’),1 and Rule 19b–4 thereunder,2
notice is hereby given that on October
11, 2024, Cboe Exchange, Inc. (the
‘‘Exchange’’ or ‘‘Cboe Options’’) filed
with the Securities and Exchange
Commission (the ‘‘Commission’’) the
proposed rule change as described in
Items I, II, and III, below, which Items
have been prepared by the Exchange.
The Commission is publishing this
notice to solicit comments on the
9 Id.
10 17
CFR 200.30–3(a)(57).
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
1 15
E:\FR\FM\30OCN1.SGM
30OCN1
]]>Agencies
[Federal Register Volume 89, Number 210 (Wednesday, October 30, 2024)]
[Notices]
[Pages 86390-86393]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-25142]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-101425; File No. SR-NYSE-2024-66]
Self-Regulatory Organizations; New York Stock Exchange LLC;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To
Amend Its Price List Regarding the Gross FOCUS Fee
October 24, 2024.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that
on October 10, 2024, New York Stock Exchange LLC (``NYSE'' or the
``Exchange'') filed with the Securities and Exchange Commission
(``SEC'' or ``Commission'') the proposed rule change as described in
Items I, II, and III below, which Items have been prepared by the
Exchange. The Commission is publishing this notice to solicit comments
on the proposed rule change from interested persons.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange proposes to amend its Price List regarding the gross
FOCUS fee charged to member organizations, effective October 10,
2024.\3\ 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.
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\3\ The Exchange previously filed to amend the Price List on
October 1, 2024 (SR-NYSE-2024-63) and withdrew such filing on
October 10, 2024.
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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
Statutory Basis for, the Proposed Rule Change
1. Purpose
The Exchange proposes to amend its Price List to (1) provide for a
temporary waiver of the Gross FOCUS fee from October 1, 2024 through
February 28, 2025 (the ``Waiver Period''), and (2) delete a reference
to a superseded fee.
The Exchange proposes to implement the fee changes effective
October 10, 2024.
Background
NYSE Rule 129 provides that the Exchange's Board may, from time to
time, impose such charge(s) on members and member organizations as it
deems appropriate to reimburse the Exchange, in whole or in part, for
regulatory oversight services provided to the membership by the
Exchange. Generally, the Exchange may only use regulatory fees ``to
fund the legal, regulatory and surveillance operations'' of the
Exchange.\4\
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\4\ See Fourteenth Amended and Restated Operating Agreement of
New York Stock Exchange LLC, Art. IV, Sec. 4.05, available at
https://www.nyse.com/publicdocs/nyse/regulation/nyse/Fourteenth_Amended_and_Restated_Operating_Agreement_of_New_York_Stock_Exchange.pdf.
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[[Page 86391]]
Consistent with the foregoing, the Exchange currently charges each
member organization a monthly regulatory fee of $0.11 per $1,000 of
gross revenue reported on its FOCUS Report (``Gross FOCUS Fee'').\5\
Member organizations are subject to certain minimum annual Gross FOCUS
Fees, which are $500 for carrying firms and designated market makers,
$250 for introducing firms, and $45 for member organizations who do not
conduct a public business.
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\5\ The current Gross FOCUS fee of $0.11 per $1,000 Gross FOCUS
Revenue was adopted in October 2020, effective January 1, 2021.
Given that the new rate was not proposed to be implemented until
January 1, 2021, both rates were reflected in the Price List. As
discussed below, the Exchange proposes to delete as obsolete the old
rate and the language following the current $0.11 rate.
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The revenue collected pursuant to the Gross FOCUS Fee funds the
performance of the Exchange's regulatory activities with respect to
member organizations. More specifically, the Gross FOCUS Fee funds a
material portion, but not all, of the Exchange's expenses related to
its regulatory program, including legal expenses associated with
regulation, the costs related to in-house staff, third-party service
providers, and technology that facilitates regulatory functions such as
surveillance, investigation, examinations, and enforcement. Gross FOCUS
Fee funds may also be used for indirect expenses such as human
resources and other administrative costs (collectively, ``Regulatory
Costs'').
The Exchange monitors the amount of revenue collected from the
Gross FOCUS Fee to ensure that these funds, in combination with its
other regulatory fees and fines, do not exceed Regulatory Costs. The
Exchange monitors Regulatory Costs and revenues on an annual basis, at
a minimum. If the Exchange determines that regulatory revenues exceed
or are projected to exceed Regulatory Costs, the Exchange will adjust
the Gross FOCUS Fee downward or seek a partial waiver of the fee by
submitting a filing to the Commission. As described below, the Exchange
has determined that continued collection of Gross FOCUS Fees at the
current rate for the proposed Waiver Period would exceed a material
portion of the Exchange's anticipated Regulatory Costs (as noted
above), justifying the proposed waiver of the Gross FOCUS Fee for
member organizations through the end of February 2025.
Proposed Rule Change
Based on the Exchange's recent review of current and anticipated
Regulatory Costs and Gross FOCUS Fee revenue, the Exchange proposes to
waive the Gross FOCUS Fee from October 1, 2024 through February 28,
2025 in order to help ensure that the amounts collected from the Gross
FOCUS Fee, in combination with other regulatory fees and fines, do not
exceed the Exchange's total projected Regulatory Costs. The Exchange
proposes to reduce the Gross FOCUS Fee because it believes that if the
fee is not adjusted, Gross FOCUS Fee revenue to the Exchange year-over-
year could exceed a material portion of the Exchange's Regulatory
Costs. The Exchange's position is based on its periodic analysis of
actual and anticipated costs to fund its regulatory program and revenue
to offset those costs, including the Gross FOCUS Fee, and takes into
consideration both that the last Gross FOCUS Fee adjustment was more
than three years ago, and the projected regulatory spending landscape
going forward. Moreover, the Exchange believes that a five-month waiver
rather than adjusting the fee would most efficiently accomplish the
goal of reasonably ensuring that Gross FOCUS Fee collection does not
exceed anticipated Regulatory Costs, and allow for further
consideration of the appropriate Gross FOCUS Fee rate going forward.
The Exchange would announce the proposed waiver of the Gross FOCUS
Fee by Trader Update.
Finally, as noted above, the Exchange adopted the current Gross
FOCUS Fee of $0.11 per $1,000 Gross FOCUS Revenue in October 2020,
effective January 1, 2021. Given that the new rate was not proposed to
be implemented until January 1, 2021, both rates were reflected in the
Price List. The Exchange proposes to delete as obsolete the old rate
and the language following the current $0.11 rate that reads ``as of
January 1, 2021.''
The proposed change is not otherwise intended to address other
issues, and the Exchange is not aware of any significant problems that
market participants would have in complying with the proposed changes.
2. Statutory Basis
The Exchange believes that the proposed rule change is consistent
with Section 6(b) of the Act,\6\ in general, and furthers the
objectives of Sections 6(b)(4) and (5) of the Act,\7\ in particular,
because it provides for the equitable allocation of reasonable dues,
fees, and other charges among its members, issuers and other persons
using its facilities and does not unfairly discriminate between
customers, issuers, brokers or dealers.
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\6\ 15 U.S.C. 78f(b).
\7\ 15 U.S.C. 78f(b)(4) & (5).
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The Proposed Change Is Reasonable
The Exchange believes the proposed fee change is reasonable because
it would help ensure that revenue collected from the Gross FOCUS Fee
does not exceed a material portion of the Exchange's projected
Regulatory Costs. The Exchange has targeted the Gross FOCUS Fee to
generate revenues that would be less than or equal to the Exchange's
regulatory costs, which is consistent with both Rule 129 and the
Commission's view that regulatory fees be used for regulatory purposes.
As noted above, the principle that the Exchange may only use regulatory
fees ``to fund the legal, regulatory, and surveillance operations'' of
the Exchange is reflected in the Exchange's operating agreement.\8\ In
this regard, the Gross FOCUS Fee has been calculated to recover a
material portion, but not all, of the Exchange's Regulatory Costs. As
also noted above, based on the Exchange's recent review of current and
projected regulatory costs and Gross FOCUS Fee collections, a five-
month waiver of the Gross FOCUS Fee, which was last adjusted more than
three years ago, would be the most efficient way to lessen the
potential for generating excess funds that may otherwise occur using
the current rate and allow for further consideration of the appropriate
Gross FOCUS Fee rate going forward. The Exchange thus believes that the
proposed waiver would be a fair and reasonable method for ensuring that
the amounts collected from the Gross FOCUS Fee, in combination with
other regulatory fees and fines, do not potentially exceed Regulatory
Costs. The Exchange further believes that resuming the current rate as
of March 1, 2025 would be reasonable because it would permit the
Exchange to resume assessing the Gross FOCUS Fee in a way that is
designed to recover a material portion, but not all, of the Exchange's
projected Regulatory Costs. The Exchange would continue monitoring
Regulatory Costs in advance of the fee resumption next year and, if the
Exchange determines that the rate should be further modified to help
ensure that Gross FOCUS Fee collections would not exceed a material
portion of Regulatory Costs, would
[[Page 86392]]
make an appropriate rule filing with the Commission.
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\8\ See note 4, supra.
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The Exchange further believes that the proposed deletion of
references to a superseded Gross FOCUS Fee would increase the clarity
and transparency of the Exchange's rules and remove impediments to and
perfect the mechanism of a free and open market by ensuring that
persons subject to the Exchange's jurisdiction, regulators, and the
investing public could more easily navigate and understand the Exchange
rules. The Exchange further believes that the proposed change would not
be inconsistent with the public interest and the protection of
investors because investors will not be harmed and in fact would
benefit from increased clarity, thereby reducing potential confusion.
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 further believes that
the proposed Gross FOCUS Fee waiver would benefit all member
organizations because all member organizations would be eligible for
the waiver, and would benefit from the waiver, on full and equal terms.
For the same reasons, the proposed waiver neither targets nor will it
have a disparate impact on any particular category of market
participant. All member organizations would qualify for the waiver of
the Gross FOCUS Fee on an equal and non-discriminatory basis. The
Exchange also believes that recommencing the Gross FOCUS Fee effective
March 1, 2025, at the current rate, unless the Exchange determines it
would be necessary to further adjust the fee, is equitable because the
Gross FOCUS Fee would resume applying to all member organizations on an
equal basis.
The Exchange further believes the proposed change supports an
equitable allocation of fees and credits among its market participants
because it would eliminate obsolete text from the Price List describing
pricing that is no longer applicable to any market participants.
Accordingly, the Exchange believes the proposal would impact all
similarly situated member organizations on an equal basis. The Exchange
also believes that the proposed change would promote investor
protection and the public interest because the deletion of superseded
fees from the Price List would enhance the clarity of the Price List
and reduce confusion regarding fees and credits currently applicable to
market participants who transact on the Exchange.
The Proposal Is Not Unfairly Discriminatory
The Exchange believes that the proposal is not unfairly
discriminatory. The proposed waiver of the Gross FOCUS Fee would
benefit all similarly-situated market participants on an equal and non-
discriminatory basis. Moreover, the proposal neither targets nor will
it have a disparate impact on any particular category of market
participant. The proposed fee change is designed to pause collection of
a fee that applies to member organizations on an equal and non-
discriminatory basis, waiver of which would apply to and benefit all
member organizations equally. The Exchange also believes that
recommencing the Gross FOCUS Fee on March 1, 2025 at the current rate,
unless the Exchange determines it would be necessary to further adjust
the rate to ensure that collections do not exceed a material portion of
its Regulatory Costs, is not unfairly discriminatory because the
resumed fee would apply equally to all member organizations.
In addition, the proposed elimination of obsolete pricing would
affect all market participants on an equal and non-discriminatory
basis, as the fee with which such pricing is associated is no longer
available to any market participants. The Exchange also believes that
the proposed change would protect investors and the public interest
because the deletion of superseded pricing programs would facilitate
market participants' understanding of the pricing currently applicable
on the Exchange.
For the foregoing reasons, the Exchange believes that the proposal
is consistent with the Act.
B. Self-Regulatory Organization's Statement on Burden on Competition
In accordance with Section 6(b)(8) of the Act,\9\ the Exchange
believes that the proposed rule change would not impose any burden on
competition that is not necessary or appropriate in furtherance of the
purposes of the Act.
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\9\ 15 U.S.C. 78f(b)(8).
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Intramarket Competition. The Exchange believes the proposed fee
change would not impose an undue burden on competition as the fee
waiver would apply to all member organizations on an equal and non-
discriminatory basis. The Exchange believes that the proposed waiver
would also not place certain market participants at an unfair
disadvantage because all member organizations would be eligible for the
same waiver. For the same reasons, the proposed fee waiver neither
targets nor will it have a disparate impact on any particular category
of market participant. All similarly-situated member organizations
would be eligible for the proposed waiver. The Exchange also believes
recommencing the Gross FOCUS Fee on March 1, 2025 at the same current
rate (unless the Exchange determines it necessary at that time to
adjust the fee to ensure that collections do not exceed a material
portion of its Regulatory Costs) would not impose an undue burden on
competition because the proposed rate would apply equally to all member
organizations subject to the Gross FOCUS Fee and would permit the
Exchange to resume assessing a fee that is designed to recover a
material portion, but not all, of the Exchange's projected Regulatory
Costs.
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 total Regulatory Costs.
Finally, that portion of the proposal that relates to elimination
of a reference to a superseded fee would not have any impact on intra-
or inter-market competition because the proposed change is solely
designed to enhance the clarity and transparency of the Price List and
alleviate possible customer confusion that may arise from inclusion of
a reference to a superseded fee.
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,\10\ and Rule 19b-
4(f)(2) thereunder \11\ 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 self-regulatory
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
[[Page 86393]]
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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\10\ 15 U.S.C. 78s(b)(3)(A)(ii).
\11\ 17 CFR 240.19b-4.
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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 [email protected]. Please include
file number SR-NYSE-2024-66 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-2024-66. 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-2024-66, and should be
submitted on or before November 20, 2024.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\12\
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\12\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2024-25142 Filed 10-29-24; 8:45 am]
BILLING CODE 8011-01-P
