Self-Regulatory Organizations; Cboe BYX Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Update its Fee Schedule Regarding Uncontrolled External Distributors, 106667-106671 [2024-30906]

Download as PDF Federal Register / Vol. 89, No. 249 / Monday, December 30, 2024 / Notices publicly. We may redact in part or withhold entirely from publication submitted material that is obscene or subject to copyright protection. All submissions should refer to file number SR–CboeEDGX–2024–086 and should be submitted on or before January 21, 2025. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.24 J. Matthew DeLesDernier, Deputy Secretary. [FR Doc. 2024–31093 Filed 12–27–24; 8:45 am] BILLING CODE 8011–01–P A. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change SECURITIES AND EXCHANGE COMMISSION [Release No. 34–101992; File No. SRCboeBYX–2024–048] Self-Regulatory Organizations; Cboe BYX Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Update its Fee Schedule Regarding Uncontrolled External Distributors December 19, 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 December 16, 2024, Cboe BYX Exchange, Inc. (the ‘‘Exchange’’ or ‘‘BYX’’) filed with the Securities and Exchange Commission (‘‘Commission’’) the proposed rule change as described in Items I, II, and III below, which Items have been prepared by the Exchange. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. ddrumheller on DSK120RN23PROD with NOTICES1 I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change Cboe BYX Exchange, Inc. (the ‘‘Exchange’’ or ‘‘BYX’’) proposes to update its Fee Schedule. The text of the proposed rule change is provided in Exhibit 5. The text of the proposed rule change is also available on the Exchange’s website (https://markets.cboe.com/us/ equities/regulation/rule_filings/BYX/), at the Exchange’s Office of the Secretary, and at the Commission’s Public Reference Room. 24 17 CFR 200.30–3(a)(12). U.S.C. 78s(b)(1). 2 17 CFR 240.19b–4. 1 15 VerDate Sep<11>2014 23:58 Dec 27, 2024 Jkt 265001 II. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, the Exchange included statements concerning the purpose of and basis for the proposed rule change and discussed any comments it received on the proposed rule change. The text of these statements may be examined at the places specified in Item IV below. The Exchange has prepared summaries, set forth in sections A, B, and C below, of the most significant aspects of such statements. 1. Purpose The Exchange proposes to amend the Market Data section of its Fee Schedule to adopt a new fee waiver for Uncontrolled External Distributors.3 Particularly, the Exchange proposes to: (i) adopt a waiver of External Distribution fees for Uncontrolled External Distributors of the Summary Depth Feed and Top Feed, and (ii) adopt fee waiver of External Distribution fees and Data Consolidation fees for Uncontrolled External Distributors of the Cboe One Summary Feed and Cboe One Premium Feed.4 BYX Top and Summary Depth Data By way of background, the Exchange offers the BYX Top Data Feed, which is a data feed that offers top-of-book quotations and last sale information based on orders entered into the Exchange’s System. The BYX Top Data Feed benefits investors by facilitating their prompt access to real-time top-ofbook information contained in BYX Top Data. The Exchange’s affiliated equities exchanges (i.e., Cboe EDGA, Inc. (‘‘EDGA’’), Cboe BZX Exchange, Inc. (‘‘BZX’’), and Cboe EDGX Exchange, Inc. (‘‘EDGX’’) (collectively, ‘‘Affiliates’’ and together with the Exchange, ‘‘Cboe Equities Exchanges’’) also offer similar top-of-book data feeds. Particularly, each of the Exchange’s Affiliates offer top-of-book quotation and last sale information based on their own quotation and trading activity that is substantially similar to the information 3 The Exchange initially adopted this fee waiver on December 2, 2024 (SR–CboeBYX–2024–046). On December 16, 2024, the Exchange withdrew that filing and submitted this filing. 4 For clarity, the Exchange also proposes to modify the applicable sections of its Fee Schedule for these data feeds to use numbered footnotes in lieu of asterisks. PO 00000 Frm 00262 Fmt 4703 Sfmt 4703 106667 provided by the Exchange through the BYX Top Data Feed. In addition to BYX Top Data Feed, the Exchange offers BYX Summary Depth Data Feed, which is a data feed that offers aggregated two-sided quotations for all displayed orders entered into the System for up to five (5) price levels. The BYX Summary Depth Data Feed also contains the individual last sale information, Market Status, Trading Status, and Trade Break messages.5 The BYX Summary Depth Data Feed benefits investors by facilitating their prompt access to real-time market depth information contained in BYX Summary Depth Data. The Exchange’s Affiliates also offer similar depth-of-book data feeds. Particularly, each of the Exchange’s Affiliates offer depth-ofbook quotations up to five (5) price levels based on their own quotation and trading activity that is substantially similar to the information provided by the Exchange through the BYX Summary Depth. The Exchange proposes to make the following fee changes relating to both BYX Top and BYX Summary Depth. BYX Top Data Feed and BYX Summary Depth Data Feed New Uncontrolled External Distributor External Distribution Fee Waiver Currently, the Exchange assesses all External Distributors of BYX Top Data Feed an External Distribution fee of $250 per month and External Distributors of BYX Summary Depth Data Feed an External Distribution fee of $2,500 per month.6 The Exchange proposes to adopt a fee waiver which will provide that new Uncontrolled External Distributors of the BYX Top and/or Summary Depth feeds will not be charged the External Distributor fees until such time they enlist one or more Users 7 to receive the BYX Top Feed or Summary Depth Feed (the ‘‘New Uncontrolled External Distributor BYX Top and Depth Fee Waiver’’).8 5 See Exchange Rule 11.22(k) Distribution Fees for both BYX Top and Summary Depth are subject to the New External Distributor Credit and eligible for a free trial. See BYX Equities Exchange Fees Schedule, Market Data Fees. 7 The Exchange defines a ‘‘User’’ of an Exchange Market Data Product as a natural person, a proprietorship, corporation, partnership or entity, or device (computer or other automated service), that is entitled to receive Exchange data. See BYX Equities Exchange Fees Schedule, Market Data Fees. 8 The proposed waivers of the External Distribution fees for each of BYX Top and BYX Summary Depth will be applied separately. For example, when an Uncontrolled External Distributor that is receiving a fee waiver for both BYX Top and BYX Summary Depth enlists a first User for BYX Top, the Uncontrolled External 6 External E:\FR\FM\30DEN1.SGM Continued 30DEN1 ddrumheller on DSK120RN23PROD with NOTICES1 106668 Federal Register / Vol. 89, No. 249 / Monday, December 30, 2024 / Notices ‘‘Uncontrolled External Distributors’’ distribute data externally to a User that is not an affiliate of the Uncontrolled Distributor and is unable to control the entitlements of and display of information to such User (i.e., a data feed subscriber).9 To be eligible for the New Uncontrolled External Distributor BYX Top and Depth Fee Waiver, a new Uncontrolled External Distributor must not have received the data feed(s) for which it seeks a waiver (BYX Top and/ or Depth) within the last 18 months.10 As discussed further below, the Exchange seeks to adopt the proposed New Uncontrolled External Distributor BYX Top and Depth Fee Waiver to incentivize vendors to adopt the BYX Top and Summary Depth feeds proactively without having to wait for customer demand to start development and integration of data feeds. The Exchange notes that both the Exchange and its Affiliates currently offer similar credits to External Distributors (which both Uncontrolled and Controlled External Distributors are eligible for) for the purposes of allowing them time to enlist new users to receive certain data feeds. For example, the Exchange and its Affiliates currently offer a one (1) month New External Distributor Credit applicable to External Distributors of top-of-book data feeds.11 They also offer a three (3) month new External Credit applicable to External Distributors of summary depth-of-book feeds.12 Cboe One Summary and Premium Distributor will no longer eligible to receive the waiver for BYX Top, but will still receive the waiver for BYX Summary Depth until and unless it enlists a new subscriber for BYX Summary Depth. Additionally Uncontrolled External Distributors will receive at least the one month New External Distributor Credit for BYX Top and the New External Distributor credit of at least three months for BYX Summary Depth. For example, if an Uncontrolled Distributor enlists a new subscriber of BYX Summary Depth during its second month taking BYX Summary Depth, the Uncontrolled External Distributor will still receive a credit for the remainder of the second month, as well as the third month under the existing New External Distributor Credit program. 9 See Cboe Global Markets North American Data Policies. The Exchange proposes to codify the definition of an ‘‘Uncontrolled External Distributor’’ in the Definitions section of the Market Data Fees schedule in the Exchange’s Fees Schedule for transparency and clarity. 10 The Exchange notes that its affiliate exchange, EDGA, has a similar 18 moth requirement for participants to be considered eligible for the New Member Program. See EDGA Equities Exchange Fees Schedule, New Member Program. 11 With the exception that EDGA does not offer this credit as the monthly cost is $0. See e.g., EDGA Equities Exchange Fees Schedule, Market Data Fees and EDGX Equities Exchange Fees Schedule, Market Data Fees. 12 See e.g., EDGX Equities Exchange Fees Schedule, Market Data Fees. Cboe One Summary and Premium New Uncontrolled External Distributor External Distribution and Data Consolidation Fee Waivers VerDate Sep<11>2014 23:58 Dec 27, 2024 Jkt 265001 By way of background, Cboe One Premium is a data feed that disseminates, on a real-time basis, the aggregate best bid and offer (‘‘BBO’’) of all displayed orders for securities traded on BYX and its Affiliates and contains optional functionality which enables recipients to receive aggregated twosided quotations from BYX and its Affiliates for up to five (5) price levels.13 The Cboe One Premium Data Feed is created using the data from the Exchange and its Affiliates’ Summary Depth data feeds. In contract, Cboe One Summary is a data feed that disseminates, on a real-time basis, the aggregate BBO of all displayed orders for securities traded on BYX and its affiliated equities exchanges and also contains individual last sale information for the BYX and its affiliated equities exchanges.14 The Cboe One Summary Data Feed is created using the data from the Exchange and its Affiliates’ Top data feeds. Currently, the Exchange offers the New External Distributor Credit which provide that new External Distributors of the Cboe One Premium Feed and Cboe One Summary Feed will not be charged an External Distributor Fee for their first three (3) months and one (1) month, respectively, in order to allow them to enlist new Users to receive the respective feed.15 The Exchange proposes to make the following fee change relating to both the Cboe One Summary Data Feed and the Cboe One Premium Data Feed. Currently, the Exchange assesses all External Distributors of Cboe One Summary an External Distribution fee of $5,000 per month and External Distributors of Cboe One Premium an 13 The Cboe Aggregated Market (‘‘Cboe One’’) Feed is a data feed that contains the aggregate best bid and offer of all displayed orders for securities traded on the Exchange and its affiliated exchanges (i.e., EDGX, EDGA, and BZX). See Exchange Rule 11.22(i). The Cboe One Feed contains optional functionality which enables recipients to receive aggregated two-sided quotations from the Cboe Equities Exchanges for up to five (5) price levels (‘‘Cboe One Premium Feed’’). The Cboe One Premium external distribution fee is equal to the aggregate BYX Summary Depth, BYX Summary Depth, EDGA Summary Depth, and BZX Summary Depth external distribution fees. 14 The Exchange notes that when it first adopted the New External Distributor Credit for Cboe One Summary, it similarly applied for a new External Distributor’s first three (3) months. See Securities Exchange Act Release No. 74284 (February 18, 2015), 80 FR 9792 (February 24, 2015) (SR–BYX– 2015–09). 15 See BYX Fee Schedule. PO 00000 Frm 00263 Fmt 4703 Sfmt 4703 External Distribution fee of $12,500 per month.16 The Exchange proposes to adopt fee waivers which will provide that new Uncontrolled External Distributors of the Cboe One Summary and Cboe One Premium feeds will not be charged either the (i) External Distribution fees nor (ii) Data Consolidation fee until such time they enlist one or more Users to receive the Cboe One Summary or Cboe One Premium Feeds (the ‘‘New Uncontrolled External Distributor Cboe One Summary and Cboe One Premium Fee Waiver’’).17 To be eligible for either fee waiver for the applicable feed(s) (Cboe One Summary and/or Cboe One Premium), the new Uncontrolled Data Distributor must not have received the applicable data feed(s) for which it seeks a waiver in the last 18 months.18 For clarity, similar to the New Uncontrolled External Distributor BYX Top and Depth Fee Waiver, while the Uncontrolled External Distributor receives the New Uncontrolled External Distributor Cboe One Summary and Cboe One Premium Fee Waiver, the Uncontrolled External Distributor will not have any customers receiving this data. As described herein, once the New Uncontrolled External Distributor enlists its first User, it is no longer eligible to receive the New Uncontrolled External Distributor Cboe One Summary and Cboe One Premium Fee Waiver. To start, the Exchange’s proposal to waive the External Distributor fee for New Uncontrolled External Distributors until a User is enlisted, will prevent the combined cost of subscribing to BYX, EDGA, EDGX, and BZX Summary Depth feeds for new Uncontrolled External Distributors to be greater than those 16 External Distribution Fees for both Cboe One Summary and Cboe One Premium are subject to the New External Distribution Credit and eligible for a free trial. See BYX Equities Exchange Fees Schedule. 17 The proposed waivers of the External Distribution fees for each of Cboe One Summary and Cboe One Premium will be applied separately. For example, when an Uncontrolled External Distributor that is receiving a fee waiver for both Cboe One Summary and Cboe One Premium enlists a first User for Cboe One Summary, the Uncontrolled External Distributor will no longer eligible to receive the waiver for Cboe One Summary, but will still receive the waiver for Cboe One Premium until and unless it enlists a new subscriber for Cboe One Premium. Additionally Uncontrolled External Distributors will receive at least the one month New External Distributor Credit for Cboe One Summary and the New External Distributor credit of at least three months for Cboe One Premium. For example, if an Uncontrolled Distributor enlists a new subscriber of Cboe One Premium during its second month taking Cboe One Premium, the Uncontrolled External Distributor will still receive a credit for the remainder of the second month, as well as the third month under the existing New External Distributor Credit program. 18 See supra note 10. E:\FR\FM\30DEN1.SGM 30DEN1 Federal Register / Vol. 89, No. 249 / Monday, December 30, 2024 / Notices currently charged to subscribe to the Cboe One Premium feed. Similarly, the proposed External Distributor fee waiver for Cboe One Summary will prevent the combined cost of subscribing to BYX, EDGA, EDGX, and BZX Top feeds for new Uncontrolled External Distributors to be greater than those currently charged to subscribe to the Cboe One Summary feed. Next, the Exchange proposes to waive the Data Consolidation fee for New Uncontrolled External Distributors until its first User enlists for the Cboe One feeds. The Exchange currently charges Distributors of the Cboe One Feeds a separate Data Consolidation Fee of $1,000 per month, which reflects the value of the aggregation and consolidation function the Exchange performs in creating the Cboe One Options Feed.19 As stated above, the Exchange creates the Cboe One feeds from data derived from the Cboe Equities Exchanges. Distributors (including vendors) could similarly create a competing product to the Cboe One feeds based on these individual data feeds offered by the Exchanges and could charge its clients a fee that it believes reflects the value of the aggregation and consolidation function. The Exchange proposes to adopt this fee waiver to similarly prevent new Uncontrolled External Distributors of the Cboe One Summary or Cboe One Premium feeds from being charged a Data Consolidation Fee until such time they enlist one or more Users to receive the Cboe One Premium or Cboe One Summary feeds. ddrumheller on DSK120RN23PROD with NOTICES1 2. Statutory Basis The Exchange believes the proposed rule change is consistent with the Securities Exchange Act of 1934 (the ‘‘Act’’) and the rules and regulations thereunder applicable to the Exchange and, in particular, the requirements of Section 6(b) of the Act.20 Specifically, the Exchange believes the proposed rule change is consistent with the Section 6(b)(5) 21 requirements that the rules of an exchange be designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, to foster cooperation and coordination with persons engaged in regulating, clearing, settling, processing information with respect to, 19 See Cboe BYX Fee Schedule. If a vendor distributes the Cboe One Options Feed to another firm, who then re-distributes the Cboe One Options Feed, both entities would be subject to the Data Consolidation Fee. A vendor will only be assessed a single Data Consolidated Fee, even if it distributes Cboe One Options Feed to more than one entity. 20 15 U.S.C. 78f(b). 21 15 U.S.C. 78f(b)(5). VerDate Sep<11>2014 23:58 Dec 27, 2024 Jkt 265001 and facilitating transactions in securities, to remove impediments to and perfect the mechanism of a free and open market and a national market system, and, in general, to protect investors and the public interest. Additionally, the Exchange believes the proposed rule change is consistent with the Section 6(b)(5) requirement that the rules of an exchange not be designed to permit unfair discrimination between customers, issuers, brokers, or dealers. The Exchange also believes this proposal is consistent with Section 6(b)(8) of the Act, which requires that the rules of an exchange not impose any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act.22 In addition, the Exchange believes that the proposed rule change is consistent with Section 11(A) of the Act as it supports (i) fair competition among brokers and dealers, among exchange markets, and between exchange markets and markets other than exchange markets, and (ii) the availability to brokers, dealers, and investors of information with respect to quotations for and transactions in securities.23 First, the Exchange notes that the BYX Top Feed, BYX Summary Depth Feed, Cboe One Summary Data Feed and Cboe One Premium Data Feed (together, the ‘‘Applicable Feeds’’) are distributed and purchased on a voluntary basis, in that neither the Exchange nor market data distributors are required by any rule or regulation to make these data products available. Distributors (including vendors) and Users can therefore discontinue use at any time and for any reason, including due to an assessment of the reasonableness of fees charged. Further, the Exchange is not required to make any proprietary data products available or to offer any specific pricing alternatives to any customers. The Exchange proposes that the proposed waivers applicable to BYX Top & Depth and Cboe One Feeds (together, the ‘‘New Uncontrolled External Distributor Fee Waivers’’) only apply to Uncontrolled External Distributors for two reasons. The first is to account for Uncontrolled External Distributors needing to develop to the data feed itself. By way of background, the other category of External Data Distributors are Controlled Distributors.24 Controlled Distributors 22 15 U.S.C. 78f(b)(8). U.S.C. 78k–1. 24 Controlled Distributors may be Internal or External Distributors. See supra note 9. ‘‘Controlled External Distributors’’ provide data to an unaffiliated User (i.e., externally distribute) and unlike Uncontrolled External Distributors, they 23 15 PO 00000 Frm 00264 Fmt 4703 Sfmt 4703 106669 both (i) provides data to a User and (ii) controls the entitlements of and display of information to such User.25 Therefore, the key distinction between Uncontrolled Distributors and Controlled Distributors is that Uncontrolled Distributors distribute a data feed and Controlled Distributors enable visible data for one of its Users. The proposed fee waivers will allow Uncontrolled External Distributors the necessary time to develop to the data feed itself and program all of the different messages, fields and flags and not subject them to any fees until such time they are able to recoup their costs from end-users. Additionally, once the data feed is setup on the Uncontrolled External Distributors end, there are typically long lead times for Uncontrolled External Distributors to onboard new downstream data feed customers. The lead times, or sales cycles, are vastly different for Uncontrolled versus Controlled Distributors, as Uncontrolled Distributors are attempting to locate Users who need to receive a real-time market data feed for downstream ingestion on their side (whether this be for trading, analysis, or application development). In contrast, Controlled Distributors are only entitling individual Users to view the data on a pre-existing Display application. For an Uncontrolled Distributor to both set up and find its first User as a data feed subscriber, it can easily take several months. As there is more uncertainty with the viability of both developing a data feed and finding Users for this data feed after the Uncontrolled External Distributor develops it, the Exchange believes it is therefore reasonable, equitable and not unfairly discriminatory for this discount to only apply to Uncontrolled External Distributors to encourage development of their data offerings. The Exchange has also taken into consideration its affiliated relationship with its Affiliates in its design of the proposed waivers 26 to ensure that vendors would be able to offer similar products to its Cboe One Summary and Cboe One Premium Feeds on the same terms as the Exchange from a cost perspective. While the Cboe Equities Exchanges are the exclusive distributors of the individual data feeds from which control the entitlement of and display of info to such User. 25 Id. 26 The Exchange notes that its Affiliates will also be proposing to adopt these same credits with the exception of the EDGA Top Data Feed as the External Distribution monthly cost is $0 for that particular data feed. See EDGA Equities Fees Schedule, Market Data Fees. E:\FR\FM\30DEN1.SGM 30DEN1 106670 Federal Register / Vol. 89, No. 249 / Monday, December 30, 2024 / Notices certain data elements may be taken to create the Cboe One feeds, they are not the exclusive distributors of the aggregated and consolidated information that comprises the Cboe One feeds. Any entity that receives, or elects to receive, the individual data feeds would be able to, if it so chooses, to create a data feed with the same information included in either of the Cboe One feeds and sell and distribute it to its clients so that it could be received by those clients as quickly as the Cboe One feeds would be received by those same clients. Such entities would also not be assessed any greater fees by the Exchange than the Exchange assess for the Cboe One feeds (i.e., those who elect to distribute and consolidate the individual data fees and those who elect to distribute the Cboe One feeds will all be eligible for the proposed fee waivers offered by the Exchange). ddrumheller on DSK120RN23PROD with NOTICES1 New External Distributor Credit The Exchange believes it is reasonable to not charge Uncontrolled External Distributors of an Applicable Feed(s) until such time they enlist one or more Users to receive the applicable feed as such Distributors will not be subject to the External Distribution Fees for the applicable product(s) during this period.27 Additionally, the Exchange and its Affiliates offer a similar credit now that all External Distributors, including Controlled External Distributors, may receive.28 The proposed credit is intended to incentivize new Uncontrolled External Distributors to enlist Users to subscribe to the Applicable Feeds in an effort to broaden the products’ distribution to data feed Users. While this incentive is not available to Internal Distributors of these products, the Exchange believes it is appropriate as Internal Distributors have no Users outside of their own firm. Furthermore, External Distributors are subject to higher risks of launch as the data is provided outside their own firm. In contrast, Internal Distributors who only subscribe to a specific Exchange offered market data product when there is a need as they themselves are using the information, External Distributors do not use the data themselves, but as noted, take the risk of onboarding the data to sell as a service to downstream customers.29 For these reasons, the 27 As noted above, Distributors may still receive this credit for any of the applicable feeds of which there are no Users (i.e., the Uncontrolled Distributor may still receive this credit for Cboe One Summary if there is a User subscribed for BYX Top). 28 See e.g., EDGX Equities Exchange Fees Schedule, Market Data Fees. 29 The Exchange notes that in addition to the existing New External Distributor Credit offered by VerDate Sep<11>2014 23:58 Dec 27, 2024 Jkt 265001 Exchange believes it is appropriate, equitable and not unfairly discriminatory to provide additional incentives to External Distributors so they have sufficient time to test the data within their own systems prior to going live externally. As discussed above, the Exchange also believes it is appropriate to limit this specific credit to Uncontrolled External Distributors given the longer development times associated with both the integration of the data feed and onboarding Users. Data Consolidation Fee The Exchange believes it is reasonable to not charge Uncontrolled External Distributors of Cboe One Summary and Cboe One Premium a Data Consolidation Fee until such time they enlist one or more Users to receive the applicable feed as such Distributors will not be subject to the Data Consolidation Fee for the applicable product(s) during this period. For the avoidance of doubt, once an Uncontrolled External Distributor enlists its first User, this waiver will no longer be applicable—at no time will an Uncontrolled External Distributor receive this waiver while it has customers receiving the applicable data feed. As previously discussed, the Exchange believes the proposed Data Consolidation Fee Waiver for Uncontrolled External Distributors is not designed to permit unfair discrimination against Controlled External Distributors because of the longer lead times in the development Uncontrolled External Distributors experience. Further, as previously discussed, the Exchange believes only applying this to a subset of External Distributors and not any Internal Distributors is equitable and not unfairly discriminatory given the additional risk External Distributors assume when building out a product for which they have no existing use cases. Therefore, the Exchange believes the proposed application of the Data Consolidation Fee Waiver is reasonable and would not permit unfair discrimination. 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. it and its affiliates, other exchanges have offered similar waivers for external redistribution. See BYX Equities Exchange Fees Schedule, Market Data Fees and Securities Exchange Act Release No. 90407 (November 12, 2020), 85 FR 73570 (November 18, 2020 (SR–NYSE–2020–91). PO 00000 Frm 00265 Fmt 4703 Sfmt 4703 The proposed rule changes are grounded in the Exchange’s efforts to compete more effectively and to assist in mitigating business costs (i.e., the costs associated with the development of data feeds and seeking Users to onboard for such data feeds) for Uncontrolled External Distributors. Further, as previously discussed, the Exchange believes the proposed Data Consolidation Fee Waiver for Uncontrolled External Distributors is not designed to permit unfair discrimination against Controlled External Distributors because of the longer lead times in the development Uncontrolled External Distributors experience. As a result, the Exchange believes this proposed rule change permits fair competition among national securities exchanges. Further, the Exchange believes that these changes will not cause any unnecessary or inappropriate burden on intermarket competition, as the proposed incentive program applies uniformly to all Uncontrolled External Distributors. C. Self-Regulatory Organization’s Statement on Comments on the Proposed Rule Change Received from Members, Participants, or Others The Exchange neither solicited nor received comments on the proposed rule change. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action The foregoing rule change has become effective pursuant to Section 19(b)(3)(A) of the Act 30 and paragraph (f) of Rule 19b–4 31 thereunder. At any time within 60 days of the filing of the proposed rule change, the Commission summarily may temporarily suspend such rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act. If the Commission takes such action, the Commission will institute proceedings to determine whether the proposed rule change should be approved or disapproved. IV. Solicitation of Comments Interested persons are invited to submit written data, views and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: 30 15 31 17 E:\FR\FM\30DEN1.SGM U.S.C. 78s(b)(3)(A). CFR 240.19b–4(f). 30DEN1 Federal Register / Vol. 89, No. 249 / Monday, December 30, 2024 / Notices 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– CboeBYX–2024–048 on the subject line. Paper Comments ddrumheller on DSK120RN23PROD with NOTICES1 • 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-CboeBYX–2024–048. 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-CboeBYX–2024–048 and should be submitted on or before January 21, 2025. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.32 Vanessa A. Countryman, Secretary. [FR Doc. 2024–30906 Filed 12–27–24; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–101994; File No. SR– CboeEDGA–2024–051] Self-Regulatory Organizations; Cboe EDGA Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend its Fees Schedule Related to Physical Port Fees December 19, 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 December 18, 2024, Cboe EDGA Exchange, Inc. (the ‘‘Exchange’’ or ‘‘EDGA’’) filed with the Securities and Exchange Commission (‘‘Commission’’) the proposed rule change as described in Items I, II, and III below, which Items have been prepared by the Exchange. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change Cboe EDGA Exchange, Inc. (the ‘‘Exchange’’ or ‘‘EDGA Equities’’) proposes to amend its Fees Schedule. The text of the proposed rule change is provided in Exhibit 5. The text of the proposed rule change is also available on the Exchange’s website (https://markets.cboe.com/us/ equities/regulation/rule_filings/edga/), at the Exchange’s Office of the Secretary, and at the Commission’s Public Reference Room. II. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, the Exchange included statements concerning the purpose of and basis for the proposed rule change and discussed any comments it received on the proposed rule change. The text of these statements may be examined at the places specified in Item IV below. The Exchange has prepared summaries, set forth in sections A, B, and C below, of the most significant aspects of such statements. 1 15 32 17 CFR 200.30–3(a)(12). VerDate Sep<11>2014 23:58 Dec 27, 2024 2 17 Jkt 265001 PO 00000 U.S.C. 78s(b)(1). CFR 240.19b–4. Frm 00266 Fmt 4703 Sfmt 4703 106671 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 fee schedule relating to physical connectivity fees.3 By way of background, a physical port is utilized by a Member or non-Member to connect to the Exchange at the data centers where the Exchange’s servers are located. The Exchange currently assesses the following physical connectivity fees for Members and nonMembers on a monthly basis: $2,500 per physical port for a 1 gigabit (‘‘Gb’’) circuit and $7,500 per physical port for a 10 Gb circuit. The Exchange proposes to increase the monthly fee for 10 Gb physical ports from $7,500 to $8,500 per port. The Exchange notes the proposed fee change better enables it to continue to maintain and improve its market technology and services and also notes that the proposed fee amount, even as amended, continues to be in line with, or even lower than, amounts assessed by other exchanges for similar connections.4 The Exchange also notes that a single 10 Gb physical port can be used to access the Systems of the following affiliate exchanges: the Cboe 3 The Exchange initially filed the proposed fee changes on July 3, 2023 (SR–CboeEDGA–2023–011). On September 1, 2023, the Exchange withdrew that filing and submitted SR–CboeEDGA–2023–015. On September 29, 2023, the Securities and Exchange Commission issued a Suspension of and Order Instituting Proceedings to Determine whether to Approve or Disapprove a Proposed Rule Change to Amend its Fees Schedule Related to Physical Port Fees (the ‘‘OIP’’) in anticipation of a possible U.S. government shutdown. On September 29, 2023, the Exchange filed the proposed fee change (SR– CboeEDGA–2023–016). On October 13, 2023, the Exchange withdrew that filing and submitted SR– CboeEDGA–2023–017. On December 12 2023, the Exchange withdrew that filing and submitted SR– CboeEDGA–2023–022. On February 9, 2024, the Exchange withdrew that filing and submitted SR– CboeEDGA–2024–006. On April 9, 2024, the Exchange withdrew that filing and submitted SR– CboeEDGA–2024–013. On June 7, 2024, the Exchange withdrew that filing and submitted SR– CboeEDGA–2024–022. On August 29, 2024, the Exchange withdrew that filing and submitted SR– CboeEDGA–2024–036. On October 25, 2024, the Exchange withdrew that filing and submitted SR– CboeEDGA–2024–043. On December 18, 2024, the Exchange withdrew that filing and submitted this filing. 4 See e.g., The Nasdaq Stock Market LLC (‘‘Nasdaq’’), General 8, Connectivity to the Exchange. Nasdaq and its affiliated exchanges charge a monthly fee of $15,000 for each 10Gb Ultra fiber connection to the respective exchange, which is analogous to the Exchange’s 10Gb physical port. See also New York Stock Exchange LLC, NYSE American LLC, NYSE Arca, Inc., NYSE Chicago Inc., NYSE National, Inc. Connectivity Fee Schedule, which provides that 10 Gb LX LCN Circuits (which are analogous to the Exchange’s 10 Gb physical port) are assessed $22,000 per month, per port. E:\FR\FM\30DEN1.SGM 30DEN1

Agencies

[Federal Register Volume 89, Number 249 (Monday, December 30, 2024)]
[Notices]
[Pages 106667-106671]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-30906]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-101992; File No. SR-CboeBYX-2024-048]


Self-Regulatory Organizations; Cboe BYX Exchange, Inc.; Notice of 
Filing and Immediate Effectiveness of a Proposed Rule Change To Update 
its Fee Schedule Regarding Uncontrolled External Distributors

December 19, 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 December 16, 2024, Cboe BYX Exchange, Inc. (the ``Exchange'' or 
``BYX'') filed with the Securities and Exchange Commission 
(``Commission'') the proposed rule change as described in Items I, II, 
and III below, which Items have been prepared by the Exchange. The 
Commission is publishing this notice to solicit comments on the 
proposed rule change from interested persons.
---------------------------------------------------------------------------

    \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

    Cboe BYX Exchange, Inc. (the ``Exchange'' or ``BYX'') proposes to 
update its Fee Schedule. The text of the proposed rule change is 
provided in Exhibit 5.
    The text of the proposed rule change is also available on the 
Exchange's website (https://markets.cboe.com/us/equities/regulation/rule_filings/BYX/), at the Exchange's Office of the Secretary, and at 
the Commission's Public Reference Room.

II. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, the Exchange included statements 
concerning the purpose of and basis for the proposed rule change and 
discussed any comments it received on the proposed rule change. The 
text of these statements may be examined at the places specified in 
Item IV below. The Exchange has prepared summaries, set forth in 
sections A, B, and C below, of the most significant aspects of such 
statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange proposes to amend the Market Data section of its Fee 
Schedule to adopt a new fee waiver for Uncontrolled External 
Distributors.\3\ Particularly, the Exchange proposes to: (i) adopt a 
waiver of External Distribution fees for Uncontrolled External 
Distributors of the Summary Depth Feed and Top Feed, and (ii) adopt fee 
waiver of External Distribution fees and Data Consolidation fees for 
Uncontrolled External Distributors of the Cboe One Summary Feed and 
Cboe One Premium Feed.\4\
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    \3\ The Exchange initially adopted this fee waiver on December 
2, 2024 (SR-CboeBYX-2024-046). On December 16, 2024, the Exchange 
withdrew that filing and submitted this filing.
    \4\ For clarity, the Exchange also proposes to modify the 
applicable sections of its Fee Schedule for these data feeds to use 
numbered footnotes in lieu of asterisks.
---------------------------------------------------------------------------

BYX Top and Summary Depth Data
    By way of background, the Exchange offers the BYX Top Data Feed, 
which is a data feed that offers top-of-book quotations and last sale 
information based on orders entered into the Exchange's System. The BYX 
Top Data Feed benefits investors by facilitating their prompt access to 
real-time top-of-book information contained in BYX Top Data. The 
Exchange's affiliated equities exchanges (i.e., Cboe EDGA, Inc. 
(``EDGA''), Cboe BZX Exchange, Inc. (``BZX''), and Cboe EDGX Exchange, 
Inc. (``EDGX'') (collectively, ``Affiliates'' and together with the 
Exchange, ``Cboe Equities Exchanges'') also offer similar top-of-book 
data feeds. Particularly, each of the Exchange's Affiliates offer top-
of-book quotation and last sale information based on their own 
quotation and trading activity that is substantially similar to the 
information provided by the Exchange through the BYX Top Data Feed.
    In addition to BYX Top Data Feed, the Exchange offers BYX Summary 
Depth Data Feed, which is a data feed that offers aggregated two-sided 
quotations for all displayed orders entered into the System for up to 
five (5) price levels. The BYX Summary Depth Data Feed also contains 
the individual last sale information, Market Status, Trading Status, 
and Trade Break messages.\5\ The BYX Summary Depth Data Feed benefits 
investors by facilitating their prompt access to real-time market depth 
information contained in BYX Summary Depth Data. The Exchange's 
Affiliates also offer similar depth-of-book data feeds. Particularly, 
each of the Exchange's Affiliates offer depth-of-book quotations up to 
five (5) price levels based on their own quotation and trading activity 
that is substantially similar to the information provided by the 
Exchange through the BYX Summary Depth.
---------------------------------------------------------------------------

    \5\ See Exchange Rule 11.22(k)
---------------------------------------------------------------------------

    The Exchange proposes to make the following fee changes relating to 
both BYX Top and BYX Summary Depth.
BYX Top Data Feed and BYX Summary Depth Data Feed New Uncontrolled 
External Distributor External Distribution Fee Waiver
    Currently, the Exchange assesses all External Distributors of BYX 
Top Data Feed an External Distribution fee of $250 per month and 
External Distributors of BYX Summary Depth Data Feed an External 
Distribution fee of $2,500 per month.\6\ The Exchange proposes to adopt 
a fee waiver which will provide that new Uncontrolled External 
Distributors of the BYX Top and/or Summary Depth feeds will not be 
charged the External Distributor fees until such time they enlist one 
or more Users \7\ to receive the BYX Top Feed or Summary Depth Feed 
(the ``New Uncontrolled External Distributor BYX Top and Depth Fee 
Waiver'').\8\

[[Page 106668]]

``Uncontrolled External Distributors'' distribute data externally to a 
User that is not an affiliate of the Uncontrolled Distributor and is 
unable to control the entitlements of and display of information to 
such User (i.e., a data feed subscriber).\9\ To be eligible for the New 
Uncontrolled External Distributor BYX Top and Depth Fee Waiver, a new 
Uncontrolled External Distributor must not have received the data 
feed(s) for which it seeks a waiver (BYX Top and/or Depth) within the 
last 18 months.\10\ As discussed further below, the Exchange seeks to 
adopt the proposed New Uncontrolled External Distributor BYX Top and 
Depth Fee Waiver to incentivize vendors to adopt the BYX Top and 
Summary Depth feeds proactively without having to wait for customer 
demand to start development and integration of data feeds. The Exchange 
notes that both the Exchange and its Affiliates currently offer similar 
credits to External Distributors (which both Uncontrolled and 
Controlled External Distributors are eligible for) for the purposes of 
allowing them time to enlist new users to receive certain data feeds. 
For example, the Exchange and its Affiliates currently offer a one (1) 
month New External Distributor Credit applicable to External 
Distributors of top-of-book data feeds.\11\ They also offer a three (3) 
month new External Credit applicable to External Distributors of 
summary depth-of-book feeds.\12\
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    \6\ External Distribution Fees for both BYX Top and Summary 
Depth are subject to the New External Distributor Credit and 
eligible for a free trial. See BYX Equities Exchange Fees Schedule, 
Market Data Fees.
    \7\ The Exchange defines a ``User'' of an Exchange Market Data 
Product as a natural person, a proprietorship, corporation, 
partnership or entity, or device (computer or other automated 
service), that is entitled to receive Exchange data. See BYX 
Equities Exchange Fees Schedule, Market Data Fees.
    \8\ The proposed waivers of the External Distribution fees for 
each of BYX Top and BYX Summary Depth will be applied separately. 
For example, when an Uncontrolled External Distributor that is 
receiving a fee waiver for both BYX Top and BYX Summary Depth 
enlists a first User for BYX Top, the Uncontrolled External 
Distributor will no longer eligible to receive the waiver for BYX 
Top, but will still receive the waiver for BYX Summary Depth until 
and unless it enlists a new subscriber for BYX Summary Depth. 
Additionally Uncontrolled External Distributors will receive at 
least the one month New External Distributor Credit for BYX Top and 
the New External Distributor credit of at least three months for BYX 
Summary Depth. For example, if an Uncontrolled Distributor enlists a 
new subscriber of BYX Summary Depth during its second month taking 
BYX Summary Depth, the Uncontrolled External Distributor will still 
receive a credit for the remainder of the second month, as well as 
the third month under the existing New External Distributor Credit 
program.
    \9\ See Cboe Global Markets North American Data Policies. The 
Exchange proposes to codify the definition of an ``Uncontrolled 
External Distributor'' in the Definitions section of the Market Data 
Fees schedule in the Exchange's Fees Schedule for transparency and 
clarity.
    \10\ The Exchange notes that its affiliate exchange, EDGA, has a 
similar 18 moth requirement for participants to be considered 
eligible for the New Member Program. See EDGA Equities Exchange Fees 
Schedule, New Member Program.
    \11\ With the exception that EDGA does not offer this credit as 
the monthly cost is $0. See e.g., EDGA Equities Exchange Fees 
Schedule, Market Data Fees and EDGX Equities Exchange Fees Schedule, 
Market Data Fees.
    \12\ See e.g., EDGX Equities Exchange Fees Schedule, Market Data 
Fees.
---------------------------------------------------------------------------

Cboe One Summary and Premium
    By way of background, Cboe One Premium is a data feed that 
disseminates, on a real-time basis, the aggregate best bid and offer 
(``BBO'') of all displayed orders for securities traded on BYX and its 
Affiliates and contains optional functionality which enables recipients 
to receive aggregated two-sided quotations from BYX and its Affiliates 
for up to five (5) price levels.\13\ The Cboe One Premium Data Feed is 
created using the data from the Exchange and its Affiliates' Summary 
Depth data feeds. In contract, Cboe One Summary is a data feed that 
disseminates, on a real-time basis, the aggregate BBO of all displayed 
orders for securities traded on BYX and its affiliated equities 
exchanges and also contains individual last sale information for the 
BYX and its affiliated equities exchanges.\14\ The Cboe One Summary 
Data Feed is created using the data from the Exchange and its 
Affiliates' Top data feeds. Currently, the Exchange offers the New 
External Distributor Credit which provide that new External 
Distributors of the Cboe One Premium Feed and Cboe One Summary Feed 
will not be charged an External Distributor Fee for their first three 
(3) months and one (1) month, respectively, in order to allow them to 
enlist new Users to receive the respective feed.\15\ The Exchange 
proposes to make the following fee change relating to both the Cboe One 
Summary Data Feed and the Cboe One Premium Data Feed.
---------------------------------------------------------------------------

    \13\ The Cboe Aggregated Market (``Cboe One'') Feed is a data 
feed that contains the aggregate best bid and offer of all displayed 
orders for securities traded on the Exchange and its affiliated 
exchanges (i.e., EDGX, EDGA, and BZX). See Exchange Rule 11.22(i). 
The Cboe One Feed contains optional functionality which enables 
recipients to receive aggregated two-sided quotations from the Cboe 
Equities Exchanges for up to five (5) price levels (``Cboe One 
Premium Feed''). The Cboe One Premium external distribution fee is 
equal to the aggregate BYX Summary Depth, BYX Summary Depth, EDGA 
Summary Depth, and BZX Summary Depth external distribution fees.
    \14\ The Exchange notes that when it first adopted the New 
External Distributor Credit for Cboe One Summary, it similarly 
applied for a new External Distributor's first three (3) months. See 
Securities Exchange Act Release No. 74284 (February 18, 2015), 80 FR 
9792 (February 24, 2015) (SR-BYX-2015-09).
    \15\ See BYX Fee Schedule.
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Cboe One Summary and Premium New Uncontrolled External Distributor 
External Distribution and Data Consolidation Fee Waivers
    Currently, the Exchange assesses all External Distributors of Cboe 
One Summary an External Distribution fee of $5,000 per month and 
External Distributors of Cboe One Premium an External Distribution fee 
of $12,500 per month.\16\ The Exchange proposes to adopt fee waivers 
which will provide that new Uncontrolled External Distributors of the 
Cboe One Summary and Cboe One Premium feeds will not be charged either 
the (i) External Distribution fees nor (ii) Data Consolidation fee 
until such time they enlist one or more Users to receive the Cboe One 
Summary or Cboe One Premium Feeds (the ``New Uncontrolled External 
Distributor Cboe One Summary and Cboe One Premium Fee Waiver'').\17\ To 
be eligible for either fee waiver for the applicable feed(s) (Cboe One 
Summary and/or Cboe One Premium), the new Uncontrolled Data Distributor 
must not have received the applicable data feed(s) for which it seeks a 
waiver in the last 18 months.\18\ For clarity, similar to the New 
Uncontrolled External Distributor BYX Top and Depth Fee Waiver, while 
the Uncontrolled External Distributor receives the New Uncontrolled 
External Distributor Cboe One Summary and Cboe One Premium Fee Waiver, 
the Uncontrolled External Distributor will not have any customers 
receiving this data. As described herein, once the New Uncontrolled 
External Distributor enlists its first User, it is no longer eligible 
to receive the New Uncontrolled External Distributor Cboe One Summary 
and Cboe One Premium Fee Waiver.
---------------------------------------------------------------------------

    \16\ External Distribution Fees for both Cboe One Summary and 
Cboe One Premium are subject to the New External Distribution Credit 
and eligible for a free trial. See BYX Equities Exchange Fees 
Schedule.
    \17\ The proposed waivers of the External Distribution fees for 
each of Cboe One Summary and Cboe One Premium will be applied 
separately. For example, when an Uncontrolled External Distributor 
that is receiving a fee waiver for both Cboe One Summary and Cboe 
One Premium enlists a first User for Cboe One Summary, the 
Uncontrolled External Distributor will no longer eligible to receive 
the waiver for Cboe One Summary, but will still receive the waiver 
for Cboe One Premium until and unless it enlists a new subscriber 
for Cboe One Premium. Additionally Uncontrolled External 
Distributors will receive at least the one month New External 
Distributor Credit for Cboe One Summary and the New External 
Distributor credit of at least three months for Cboe One Premium. 
For example, if an Uncontrolled Distributor enlists a new subscriber 
of Cboe One Premium during its second month taking Cboe One Premium, 
the Uncontrolled External Distributor will still receive a credit 
for the remainder of the second month, as well as the third month 
under the existing New External Distributor Credit program.
    \18\ See supra note 10.
---------------------------------------------------------------------------

    To start, the Exchange's proposal to waive the External Distributor 
fee for New Uncontrolled External Distributors until a User is 
enlisted, will prevent the combined cost of subscribing to BYX, EDGA, 
EDGX, and BZX Summary Depth feeds for new Uncontrolled External 
Distributors to be greater than those

[[Page 106669]]

currently charged to subscribe to the Cboe One Premium feed. Similarly, 
the proposed External Distributor fee waiver for Cboe One Summary will 
prevent the combined cost of subscribing to BYX, EDGA, EDGX, and BZX 
Top feeds for new Uncontrolled External Distributors to be greater than 
those currently charged to subscribe to the Cboe One Summary feed.
    Next, the Exchange proposes to waive the Data Consolidation fee for 
New Uncontrolled External Distributors until its first User enlists for 
the Cboe One feeds. The Exchange currently charges Distributors of the 
Cboe One Feeds a separate Data Consolidation Fee of $1,000 per month, 
which reflects the value of the aggregation and consolidation function 
the Exchange performs in creating the Cboe One Options Feed.\19\ As 
stated above, the Exchange creates the Cboe One feeds from data derived 
from the Cboe Equities Exchanges. Distributors (including vendors) 
could similarly create a competing product to the Cboe One feeds based 
on these individual data feeds offered by the Exchanges and could 
charge its clients a fee that it believes reflects the value of the 
aggregation and consolidation function.
---------------------------------------------------------------------------

    \19\ See Cboe BYX Fee Schedule. If a vendor distributes the Cboe 
One Options Feed to another firm, who then re-distributes the Cboe 
One Options Feed, both entities would be subject to the Data 
Consolidation Fee. A vendor will only be assessed a single Data 
Consolidated Fee, even if it distributes Cboe One Options Feed to 
more than one entity.
---------------------------------------------------------------------------

    The Exchange proposes to adopt this fee waiver to similarly prevent 
new Uncontrolled External Distributors of the Cboe One Summary or Cboe 
One Premium feeds from being charged a Data Consolidation Fee until 
such time they enlist one or more Users to receive the Cboe One Premium 
or Cboe One Summary feeds.
2. Statutory Basis
    The Exchange believes the proposed rule change is consistent with 
the Securities Exchange Act of 1934 (the ``Act'') and the rules and 
regulations thereunder applicable to the Exchange and, in particular, 
the requirements of Section 6(b) of the Act.\20\ Specifically, the 
Exchange believes the proposed rule change is consistent with the 
Section 6(b)(5) \21\ requirements that the rules of an exchange be 
designed to prevent fraudulent and manipulative acts and practices, to 
promote just and equitable principles of trade, to foster cooperation 
and coordination with persons engaged in regulating, clearing, 
settling, processing information with respect to, and facilitating 
transactions in securities, to remove impediments to and perfect the 
mechanism of a free and open market and a national market system, and, 
in general, to protect investors and the public interest. Additionally, 
the Exchange believes the proposed rule change is consistent with the 
Section 6(b)(5) requirement that the rules of an exchange not be 
designed to permit unfair discrimination between customers, issuers, 
brokers, or dealers. The Exchange also believes this proposal is 
consistent with Section 6(b)(8) of the Act, which requires that the 
rules of an exchange not impose any burden on competition that is not 
necessary or appropriate in furtherance of the purposes of the Act.\22\ 
In addition, the Exchange believes that the proposed rule change is 
consistent with Section 11(A) of the Act as it supports (i) fair 
competition among brokers and dealers, among exchange markets, and 
between exchange markets and markets other than exchange markets, and 
(ii) the availability to brokers, dealers, and investors of information 
with respect to quotations for and transactions in securities.\23\
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    \20\ 15 U.S.C. 78f(b).
    \21\ 15 U.S.C. 78f(b)(5).
    \22\ 15 U.S.C. 78f(b)(8).
    \23\ 15 U.S.C. 78k-1.
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    First, the Exchange notes that the BYX Top Feed, BYX Summary Depth 
Feed, Cboe One Summary Data Feed and Cboe One Premium Data Feed 
(together, the ``Applicable Feeds'') are distributed and purchased on a 
voluntary basis, in that neither the Exchange nor market data 
distributors are required by any rule or regulation to make these data 
products available. Distributors (including vendors) and Users can 
therefore discontinue use at any time and for any reason, including due 
to an assessment of the reasonableness of fees charged. Further, the 
Exchange is not required to make any proprietary data products 
available or to offer any specific pricing alternatives to any 
customers.
    The Exchange proposes that the proposed waivers applicable to BYX 
Top & Depth and Cboe One Feeds (together, the ``New Uncontrolled 
External Distributor Fee Waivers'') only apply to Uncontrolled External 
Distributors for two reasons. The first is to account for Uncontrolled 
External Distributors needing to develop to the data feed itself. By 
way of background, the other category of External Data Distributors are 
Controlled Distributors.\24\ Controlled Distributors both (i) provides 
data to a User and (ii) controls the entitlements of and display of 
information to such User.\25\ Therefore, the key distinction between 
Uncontrolled Distributors and Controlled Distributors is that 
Uncontrolled Distributors distribute a data feed and Controlled 
Distributors enable visible data for one of its Users. The proposed fee 
waivers will allow Uncontrolled External Distributors the necessary 
time to develop to the data feed itself and program all of the 
different messages, fields and flags and not subject them to any fees 
until such time they are able to recoup their costs from end-users. 
Additionally, once the data feed is setup on the Uncontrolled External 
Distributors end, there are typically long lead times for Uncontrolled 
External Distributors to onboard new downstream data feed customers. 
The lead times, or sales cycles, are vastly different for Uncontrolled 
versus Controlled Distributors, as Uncontrolled Distributors are 
attempting to locate Users who need to receive a real-time market data 
feed for downstream ingestion on their side (whether this be for 
trading, analysis, or application development). In contrast, Controlled 
Distributors are only entitling individual Users to view the data on a 
pre-existing Display application. For an Uncontrolled Distributor to 
both set up and find its first User as a data feed subscriber, it can 
easily take several months. As there is more uncertainty with the 
viability of both developing a data feed and finding Users for this 
data feed after the Uncontrolled External Distributor develops it, the 
Exchange believes it is therefore reasonable, equitable and not 
unfairly discriminatory for this discount to only apply to Uncontrolled 
External Distributors to encourage development of their data offerings.
---------------------------------------------------------------------------

    \24\ Controlled Distributors may be Internal or External 
Distributors. See supra note 9. ``Controlled External Distributors'' 
provide data to an unaffiliated User (i.e., externally distribute) 
and unlike Uncontrolled External Distributors, they control the 
entitlement of and display of info to such User.
    \25\ Id.
---------------------------------------------------------------------------

    The Exchange has also taken into consideration its affiliated 
relationship with its Affiliates in its design of the proposed waivers 
\26\ to ensure that vendors would be able to offer similar products to 
its Cboe One Summary and Cboe One Premium Feeds on the same terms as 
the Exchange from a cost perspective. While the Cboe Equities Exchanges 
are the exclusive distributors of the individual data feeds from which

[[Page 106670]]

certain data elements may be taken to create the Cboe One feeds, they 
are not the exclusive distributors of the aggregated and consolidated 
information that comprises the Cboe One feeds. Any entity that 
receives, or elects to receive, the individual data feeds would be able 
to, if it so chooses, to create a data feed with the same information 
included in either of the Cboe One feeds and sell and distribute it to 
its clients so that it could be received by those clients as quickly as 
the Cboe One feeds would be received by those same clients. Such 
entities would also not be assessed any greater fees by the Exchange 
than the Exchange assess for the Cboe One feeds (i.e., those who elect 
to distribute and consolidate the individual data fees and those who 
elect to distribute the Cboe One feeds will all be eligible for the 
proposed fee waivers offered by the Exchange).
---------------------------------------------------------------------------

    \26\ The Exchange notes that its Affiliates will also be 
proposing to adopt these same credits with the exception of the EDGA 
Top Data Feed as the External Distribution monthly cost is $0 for 
that particular data feed. See EDGA Equities Fees Schedule, Market 
Data Fees.
---------------------------------------------------------------------------

New External Distributor Credit
    The Exchange believes it is reasonable to not charge Uncontrolled 
External Distributors of an Applicable Feed(s) until such time they 
enlist one or more Users to receive the applicable feed as such 
Distributors will not be subject to the External Distribution Fees for 
the applicable product(s) during this period.\27\ Additionally, the 
Exchange and its Affiliates offer a similar credit now that all 
External Distributors, including Controlled External Distributors, may 
receive.\28\ The proposed credit is intended to incentivize new 
Uncontrolled External Distributors to enlist Users to subscribe to the 
Applicable Feeds in an effort to broaden the products' distribution to 
data feed Users. While this incentive is not available to Internal 
Distributors of these products, the Exchange believes it is appropriate 
as Internal Distributors have no Users outside of their own firm. 
Furthermore, External Distributors are subject to higher risks of 
launch as the data is provided outside their own firm. In contrast, 
Internal Distributors who only subscribe to a specific Exchange offered 
market data product when there is a need as they themselves are using 
the information, External Distributors do not use the data themselves, 
but as noted, take the risk of onboarding the data to sell as a service 
to downstream customers.\29\ For these reasons, the Exchange believes 
it is appropriate, equitable and not unfairly discriminatory to provide 
additional incentives to External Distributors so they have sufficient 
time to test the data within their own systems prior to going live 
externally. As discussed above, the Exchange also believes it is 
appropriate to limit this specific credit to Uncontrolled External 
Distributors given the longer development times associated with both 
the integration of the data feed and onboarding Users.
---------------------------------------------------------------------------

    \27\ As noted above, Distributors may still receive this credit 
for any of the applicable feeds of which there are no Users (i.e., 
the Uncontrolled Distributor may still receive this credit for Cboe 
One Summary if there is a User subscribed for BYX Top).
    \28\ See e.g., EDGX Equities Exchange Fees Schedule, Market Data 
Fees.
    \29\ The Exchange notes that in addition to the existing New 
External Distributor Credit offered by it and its affiliates, other 
exchanges have offered similar waivers for external redistribution. 
See BYX Equities Exchange Fees Schedule, Market Data Fees and 
Securities Exchange Act Release No. 90407 (November 12, 2020), 85 FR 
73570 (November 18, 2020 (SR-NYSE-2020-91).
---------------------------------------------------------------------------

Data Consolidation Fee
    The Exchange believes it is reasonable to not charge Uncontrolled 
External Distributors of Cboe One Summary and Cboe One Premium a Data 
Consolidation Fee until such time they enlist one or more Users to 
receive the applicable feed as such Distributors will not be subject to 
the Data Consolidation Fee for the applicable product(s) during this 
period. For the avoidance of doubt, once an Uncontrolled External 
Distributor enlists its first User, this waiver will no longer be 
applicable--at no time will an Uncontrolled External Distributor 
receive this waiver while it has customers receiving the applicable 
data feed. As previously discussed, the Exchange believes the proposed 
Data Consolidation Fee Waiver for Uncontrolled External Distributors is 
not designed to permit unfair discrimination against Controlled 
External Distributors because of the longer lead times in the 
development Uncontrolled External Distributors experience. Further, as 
previously discussed, the Exchange believes only applying this to a 
subset of External Distributors and not any Internal Distributors is 
equitable and not unfairly discriminatory given the additional risk 
External Distributors assume when building out a product for which they 
have no existing use cases. Therefore, the Exchange believes the 
proposed application of the Data Consolidation Fee Waiver is reasonable 
and would not permit unfair discrimination.

B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change will 
impose any burden on competition that is not necessary or appropriate 
in furtherance of the purposes of the Act.
    The proposed rule changes are grounded in the Exchange's efforts to 
compete more effectively and to assist in mitigating business costs 
(i.e., the costs associated with the development of data feeds and 
seeking Users to onboard for such data feeds) for Uncontrolled External 
Distributors. Further, as previously discussed, the Exchange believes 
the proposed Data Consolidation Fee Waiver for Uncontrolled External 
Distributors is not designed to permit unfair discrimination against 
Controlled External Distributors because of the longer lead times in 
the development Uncontrolled External Distributors experience. As a 
result, the Exchange believes this proposed rule change permits fair 
competition among national securities exchanges. Further, the Exchange 
believes that these changes will not cause any unnecessary or 
inappropriate burden on intermarket competition, as the proposed 
incentive program applies uniformly to all Uncontrolled External 
Distributors.

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received from Members, Participants, or Others

    The Exchange neither solicited nor received comments on the 
proposed rule change.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    The foregoing rule change has become effective pursuant to Section 
19(b)(3)(A) of the Act \30\ and paragraph (f) of Rule 19b-4 \31\ 
thereunder. At any time within 60 days of the filing of the proposed 
rule change, the Commission summarily may temporarily suspend such rule 
change if it appears to the Commission that such action is necessary or 
appropriate in the public interest, for the protection of investors, or 
otherwise in furtherance of the purposes of the Act. If the Commission 
takes such action, the Commission will institute proceedings to 
determine whether the proposed rule change should be approved or 
disapproved.
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    \30\ 15 U.S.C. 78s(b)(3)(A).
    \31\ 17 CFR 240.19b-4(f).
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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:

[[Page 106671]]

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-CboeBYX-2024-048 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-CboeBYX-2024-048. 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-CboeBYX-2024-048 and should 
be submitted on or before January 21, 2025.
    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\32\
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    \32\ 17 CFR 200.30-3(a)(12).

Vanessa A. Countryman,
Secretary.
[FR Doc. 2024-30906 Filed 12-27-24; 8:45 am]
BILLING CODE 8011-01-P
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