Notice2024-05638
Self-Regulatory Organizations; Cboe EDGA Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend Its Fee Schedule
Primary source
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Published
March 18, 2024
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 89 Issue 53 (Monday, March 18, 2024)</title>
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[Federal Register Volume 89, Number 53 (Monday, March 18, 2024)]
[Notices]
[Pages 19387-19390]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2024-05638]
[[Page 19387]]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-99726; File No. SR-CboeEDGA-2024-007]
Self-Regulatory Organizations; Cboe EDGA Exchange, Inc.; Notice
of Filing and Immediate Effectiveness of a Proposed Rule Change To
Amend Its Fee Schedule
March 12, 2024.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that
on March 1, 2024, Cboe EDGA Exchange, Inc. (``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.
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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
Cboe EDGA Exchange, Inc. (the ``Exchange'' or ``EDGA'') proposes to
amend 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 (<a href="http://markets.cboe.com/us/equities/regulation/rule_filings/edga/">http://markets.cboe.com/us/equities/regulation/rule_filings/edga/</a>), 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 its Fee Schedule applicable to its
equities trading platform (``EDGA Equities'') by: (1) modifying the
standard rebate for orders that remove liquidity in securities priced
at or above $1.00; and (2) modifying certain Add/Remove Volume Tiers.
The Exchange proposes to implement these changes effective March 1,
2024.
The Exchange first notes that it operates in a highly competitive
market in which market participants can readily direct order flow to
competing venues if they deem fee levels at a particular venue to be
excessive or incentives to be insufficient. More specifically, the
Exchange is only one of 16 registered equities exchanges, as well as a
number of alternative trading systems and other off-exchange venues
that do not have similar self-regulatory responsibilities under the
Securities Exchange Act of 1934 (the ``Act''), to which market
participants may direct their order flow. Based on publicly available
information,\3\ no single registered equities exchange has more than
17% of the market share. Thus, in such a low-concentrated and highly
competitive market, no single equities exchange possesses significant
pricing power in the execution of order flow. The Exchange in
particular operates a ``Taker-Maker'' model whereby it pays credits to
members that remove liquidity and assesses fees to those that add
liquidity. The Exchange's Fee Schedule sets forth the standard rebates
and rates applied per share for orders that remove and provide
liquidity, respectively. Currently, for orders in securities priced at
or above $1.00, the Exchange provides a standard rebate of $0.00160 per
share for orders that remove liquidity and assesses a fee of $0.0030
per share for orders that add liquidity.\4\ For orders in securities
priced below $1.00, the Exchange does not assess any fees or provide
any rebates for orders that add or remove liquidity.\5\ Additionally,
in response to the competitive environment, the Exchange also offers
tiered pricing which provides Members opportunities to qualify for
higher rebates or reduced fees where certain volume criteria and
thresholds are met. Tiered pricing provides an incremental incentive
for Members to strive for higher tier levels, which provides
increasingly higher benefits or discounts for satisfying increasingly
more stringent criteria.
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\3\ See Cboe Global Markets, U.S. Equities Market Volume
Summary, Month-to-Date (February 22, 2024), available at <a href="https://www.cboe.com/us/equities/market_statistics/">https://www.cboe.com/us/equities/market_statistics/</a>.
\4\ See EDGA Equities Fee Schedule, Standard Rates.
\5\ Id.
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Standard Rates
Currently, the Exchange offers standard rebates to remove liquidity
for orders appended with fee codes 6,\6\ BB,\7\ N,\8\ and W.\9\ The
Exchange now proposes to revise the standard rebate associated with
securities priced at or above $1.00 from $0.00160 per share to $0.00140
per share for orders appended with fee codes 6, BB, N, or W. There is
no proposed change in the rebate provided for securities priced below
$1.00. The purpose of decreasing the standard rebate associated with
fee codes 6, BB, N, and W in securities priced at or above $1.00 is for
business and competitive reasons, as the Exchange believes that
decreasing such rebate as proposed would decrease the Exchange's
expenditures with respect to transaction pricing in a manner that is
still consistent with the Exchange's overall pricing philosophy of
encouraging added liquidity. The Exchange notes that despite the
decrease in the standard rebate associated with fee codes 6, BB, N, and
W in securities priced at or above $1.00, the standard rebate remains
competitive and continues to be more favorable for Members than the
standard rate provided by competing exchanges.\10\
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\6\ Fee code 6 is appended to orders that remove liquidity from
EDGA during the pre and post market in securities listed on all
tapes.
\7\ Fee code BB is appended to orders that remove liquidity from
EDGA in Tape B securities.
\8\ Fee code N is appended to orders that remove liquidity from
EDGA in Tape C securities.
\9\ Fee code W is appended to orders that remove liquidity from
EDGA in Tape A securities.
\10\ See e.g., BYX Equity Fee Schedule, Standard Rates (the
standard rebate provided to orders that remove liquidity is
$0.00020); Nasdaq BX Fee Schedule (orders that remove liquidity are
assessed a fee of $0.0007 unless certain volume thresholds are met).
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Add/Remove Volume Tiers
Under footnote 7 of the Fee Schedule, the Exchange currently offers
various Add/Remove Volume Tiers. In particular, the Exchange offers
four Add Volume Tiers that each provide a reduced fee for Members'
qualifying
[[Page 19388]]
orders yielding fee codes 3,\11\ 4,\12\ B,\13\ V,\14\ and Y \15\ where
a Member reaches certain add volume-based criteria. The Exchange now
proposes to modify the criteria associated with Add Volume Tier 1 and
Add Volume Tier 4. The current criteria for Add Volume Tiers 1 and 4 is
as follows:
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\11\ Fee code 3 is appended to orders that add liquidity to EDGA
in the pre and post market in Tape A or Tape C securities.
\12\ Fee code 4 is appended to orders that add liquidity to EDGA
in the pre and post market in Tape B securities.
\13\ Fee code B is appended to orders that add liquidity to EDGA
in Tape B securities.
\14\ Fee code V is appended to orders that add liquidity to EDGA
in Tape A securities.
\15\ Fee code Y is appended to orders that add liquidity to EDGA
in Tape C securities.
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<bullet> Add Volume Tier 1 assesses a reduced fee of $0.0026 per
share for securities priced at or above $1.00 to qualifying orders
(i.e., orders yielding fee codes 3, 4, B, V, or Y) where a Member has
an ADAV \16\ >= 0.10% of the TCV.\17\
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\16\ ``ADAV'' means average daily volume calculated as the
number of shares added to, removed from, or routed by, the Exchange,
or any combination or subset thereof, per day. ADAV is calculated on
a monthly basis. The Exchange notes that intends to amend the
definition of ADAV, discussed infra.
\17\ ``TCV'' means total consolidated volume calculated as the
volume reported by all exchanges and trade reporting facilities to a
consolidated transaction reporting plan for the month for which the
fees apply.
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<bullet> Add Volume Tier 4 assesses a reduced fee of $0.0014 per
share for securities priced at or above $1.00 to qualifying orders
(i.e., orders yielding fee codes 3, 4, B, V, or Y) where a Member adds
or removes an ADV >= 0.90% of the TCV.
The proposed criteria for Add Volume Tiers 1 and 4 is as follows:
<bullet> Add Volume Tier 1 assesses a reduced fee of $0.0026 per
share for securities priced at or above $1.00 to qualifying orders
(i.e., orders yielding fee codes 3, 4, B, V, or Y) where a Member has
an ADAV >= 0.15% of the TCV.
<bullet> Add Volume Tier 4 assesses a reduced fee of $0.0014 per
share for securities priced at or above $1.00 to qualifying orders
(i.e., orders yielding fee codes 3, 4, B, V, or Y) where a Member adds
or removes an ADV >= 0.90% of the TCV or Member adds or removes an ADV
>= 100,000,000.
The Exchange believes that the proposed modifications to Add Volume
Tiers 1 and 4 will incentivize Members to add volume to and remove
volume from the Exchange, thereby contributing to a deeper and more
liquid market, which benefits all market participants and provides
greater execution opportunities on the Exchange. While the proposed
criteria is slightly more difficult to achieve than the current
criteria, the Exchange believes that the criteria continues to be
commensurate with the enhanced rebate offered by the Exchange for
Members who satisfy the proposed criteria of Add Volume Tiers 1 and 4
and remains in-line with the criteria offered under Add Volume Tiers 2
and 3.
The Exchange also proposes to amend the definition of ADAV in order
to correct an inadvertent omission of the word ``added.'' The proposed
revised definition of ADAV would read ``average daily added volume
calculated as the number of shares added per day . . .'' This proposed
definition will align the definition of ADAV on the Exchange with the
definition of ADAV on the Exchange's affiliates.\18\
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\18\ See e.g., BZX Equities Fee Schedule, Definitions; EDGX
Equities Fee Schedule, Definitions.
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2. Statutory Basis
The Exchange believes the proposed rule change is consistent with
the Act and the rules and regulations thereunder applicable to the
Exchange and, in particular, the requirements of Section 6(b) of the
Act.\19\ Specifically, the Exchange believes the proposed rule change
is consistent with the Section 6(b)(5) \20\ 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) \21\ requirement that the rules of
an exchange not be designed to permit unfair discrimination between
customers, issuers, brokers, or dealers as well as Section 6(b)(4) \22\
as it is designed to provide for the equitable allocation of reasonable
dues, fees and other charges among its Members and other persons using
its facilities.
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\19\ 15 U.S.C. 78f(b).
\20\ 15 U.S.C. 78f(b)(5).
\21\ Id.
\22\ 15 U.S.C. 78f(b)(4)
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As described above, the Exchange operates in a highly competitive
market in which market participants can readily direct order flow to
competing venues if they deem fee levels at a particular venue to be
excessive or incentives to be insufficient. The Exchange believes that
its proposal to: (1) modify the standard rebate for orders that remove
liquidity in securities priced at or above $1.00; and (2) modify Add
Volume Tiers 1 and 4 reflects a competitive pricing structure designed
to incentivize market participants to direct their order flow to the
Exchange, which the Exchange believes would enhance market quality to
the benefit of all Members.
Specifically, the Exchange's proposed criteria for Add Volume Tier
1 and 4 is not a significant departure from existing criteria,
continues to be reasonably correlated to the lower assessed fees
offered by the Exchange and other competing exchanges,\23\ and will
continue to incentivize Members to submit order flow to the Exchange.
Additionally, the Exchange notes that relative volume-based incentives
and discounts have been widely adopted by exchanges,\24\ including the
Exchange,\25\ and are reasonable, equitable and non-discriminatory
because they are open to all Members on an equal basis and provide
additional benefits or discounts that are reasonably related to (i) the
value to an exchange's market quality and (ii) associated higher levels
of market activity, such as higher levels of liquidity provision and/or
growth patterns. Competing equity exchanges offer similar tiered
pricing structures, including schedules of rebates and fees that apply
based upon members achieving certain volume and/or growth thresholds,
as well as assess similar fees or rebates for similar types of orders,
to that of the Exchange.
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\23\ See e.g., Nasdaq BX Equity Fee Schedule, Fee to Add
Displayed Liquidity.
\24\ See e.g., BYX Equities Fee Schedule, Footnote 1, Add/Remove
Volume Tiers.
\25\ See e.g., EDGA Equities Fee Schedule, Footnote 7, Add/
Remove Volume Tiers.
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In particular, the Exchange believes its proposal to modify Add
Volume Tiers 1 and 4 is reasonable because the tiers will be available
to all Members and provide all Members with an opportunity to receive a
lower assessed fee. The Exchange further believes that modified Add
Volume Tiers 1 and 4 will provide a reasonable means to encourage
adding displayed orders in Members' order flow to the Exchange and to
incentivize Members to continue to provide volume to the Exchange by
offering them an additional opportunity to receive a lower assessed fee
on qualifying orders. An overall increase in activity would deepen the
Exchange's liquidity pool, offers additional cost savings, support the
quality of price discovery, promote market transparency
[[Page 19389]]
and improve market quality, for all investors.
Further, the Exchange believes that its proposal to modify the
standard rebate associated with securities priced at or above $1.00 is
reasonable, equitable, and consistent with the Act because such change
is designed to decrease the Exchange's expenditures with respect to
transaction pricing in order to offset some of the costs associated
with the Exchange's current pricing structure, which assesses various
fees for liquidity-adding orders and provides various rebates for
liquidity-removing orders, and the Exchange's operations generally, in
a manner that is consistent with the Exchange's overall pricing
philosophy of encouraging added liquidity. The proposed decreased
standard rebate of $0.00140 per share is reasonable and appropriate
because it remains competitive with the standard rebate offered by
other exchanges.\26\ The Exchange further believes that the proposed
decrease to the standard rebate associated with securities priced at or
above $1.00 is not unfairly discriminatory because it applies to all
Members equally, in that all Members will receive the lower standard
rebate upon submitting orders appended with fee codes 6, BB, N, or W.
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\26\ Supra note 11.
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The Exchange's proposal to amend the definition of ADAV is intended
to correct an inadvertent omission of the word ``added.'' This proposed
change promotes just and equitable principles of trade and are designed
to improve impediments to and perfect the mechanism of a free and open
market and a national market system as it provides transparency to
Members by aligning the definition of ADAV with the definition found on
the Exchange's affiliates.
The Exchange believes the proposed modified Add Volume Tiers 1 and
4 are reasonable as they do not represent a significant departure from
the criteria currently offered in the Fee Schedule. The Exchange also
believes that the proposal represents an equitable allocation of fees
and rebates and is not unfairly discriminatory because all Members will
be eligible for the new and revised tiers and have the opportunity to
meet the tiers' criteria and receive the corresponding reduced fee or
enhanced rebate if such criteria are met. Without having a view of
activity on other markets and off-exchange venues, the Exchange has no
way of knowing whether these proposed rule changes would definitely
result in any Members qualifying for the new proposed tiers. While the
Exchange has no way of predicting with certainty how the proposed
changes will impact Member activity, based on the prior months volume,
the Exchange anticipates that at least two Members have the ability to
grow their volume to satisfy proposed Add Volume Tier 1, and at least
one Member will be able to satisfy proposed Add Volume Tier 4. The
Exchange also notes that the proposed changes will not adversely impact
any Member's ability to qualify for reduced fees or enhanced rebates
offered under other tiers. Should a Member not meet the proposed new
criteria, the Member will merely not receive that corresponding
enhanced rebate.
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. Rather, as discussed above,
the Exchange believes that the proposed changes would encourage the
submission of additional order flow to a public exchange, thereby
promoting market depth, execution incentives and enhanced execution
opportunities, as well as price discovery and transparency for all
Members. As a result, the Exchange believes that the proposed changes
further the Commission's goal in adopting Regulation NMS of fostering
competition among orders, which promotes ``more efficient pricing of
individual stocks for all types of orders, large and small.''
The Exchange believes the proposed rule changes do not impose any
burden on intramarket competition that is not necessary or appropriate
in furtherance of the purposes of the Act. Particularly, the proposed
changes to Add Volume Tiers 1 and 4 will apply to all Members equally
in that all Members are eligible for each of the tiers, have a
reasonable opportunity to meet the tiers' criteria and will receive the
lower assessed fee on their qualifying orders if such criteria are met.
The Exchange does not believe the proposed changes burden competition,
but rather, enhance competition as they are intended to increase the
competitiveness of EDGA by adopting a new pricing incentive and
amending existing pricing incentives in order to attract order flow and
incentivize participants to increase their participation on the
Exchange, providing for additional execution opportunities for market
participants and improved price transparency. Greater overall order
flow, trading opportunities, and pricing transparency benefits all
market participants on the Exchange by enhancing market quality and
continuing to encourage Members to send orders, thereby contributing
towards a robust and well-balanced market ecosystem.
The Exchange does not believe that the proposed revision to the
definition of ADAV imposes any burden on intramarket competition that
is not necessary or appropriate in furtherance of the purposes of the
Act. Specifically, the Exchange does not believe its proposal to revise
the definition of ADAV will have any impact on competition as the
changes are only intended to add clarity to the Exchange's Fee Schedule
and does not involve a substantive change.
Further, the Exchange believes the proposed decreased standard
rebate associated with orders that remove liquidity in securities
priced at or above $1.00 does not impose any burden on intramarket
competition that is not necessary or appropriate in furtherance of the
purposes of the Act. The proposed rebate associated with orders that
remove liquidity in securities priced at or above $1.00 would apply to
all Members equally in that all Members are eligible for the standard
rebate and all Members would be subject to the same reduced rebate for
removing liquidity from the Exchange in securities priced at or above
$1.00. As a result, any Member can decide to remove liquidity (or not
remove liquidity) based on the associated rebate that the Exchange
proposes to amend.
Next, the Exchange believes the proposed rule changes does not
impose any burden on intermarket competition that is not necessary or
appropriate in furtherance of the purposes of the Act. As previously
discussed, the Exchange operates in a highly competitive market.
Members have numerous alternative venues that they may participate on
and direct their order flow, including other equities exchanges, off-
exchange venues, and alternative trading systems. Additionally, the
Exchange represents a small percentage of the overall market. Based on
publicly available information, no single equities exchange has more
than 17% of the market share.\27\ Therefore, no exchange possesses
significant pricing power in the execution of order flow. Indeed,
participants can readily choose to send their orders to other exchange
and off-exchange venues if they deem fee levels at those other venues
to be more favorable. Moreover, the Commission has repeatedly expressed
its preference for competition over regulatory
[[Page 19390]]
intervention in determining prices, products, and services in the
securities markets. Specifically, in Regulation NMS, the Commission
highlighted the importance of market forces in determining prices and
SRO revenues and, also, recognized that current regulation of the
market system ``has been remarkably successful in promoting market
competition in its broader forms that are most important to investors
and listed companies.'' \28\ The fact that this market is competitive
has also long been recognized by the courts. In NetCoalition v.
Securities and Exchange Commission, the D.C. Circuit stated as follows:
``[n]o one disputes that competition for order flow is `fierce.' . . .
As the SEC explained, `[i]n the U.S. national market system, buyers and
sellers of securities, and the broker-dealers that act as their order-
routing agents, have a wide range of choices of where to route orders
for execution'; [and] `no exchange can afford to take its market share
percentages for granted' because `no exchange possesses a monopoly,
regulatory or otherwise, in the execution of order flow from broker
dealers'. . . .''.\29\ Accordingly, the Exchange does not believe its
proposed fee change imposes any burden on competition that is not
necessary or appropriate in furtherance of the purposes of the Act.
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\27\ Supra note 3.
\28\ See Securities Exchange Act Release No. 51808 (June 9,
2005), 70 FR 37496, 37499 (June 29, 2005).
\29\ NetCoalition v. SEC, 615 F.3d 525, 539 (D.C. Cir. 2010)
(quoting Securities Exchange Act Release No. 59039 (December 2,
2008), 73 FR 74770, 74782-83 (December 9, 2008) (SR-NYSEArca-2006-
21)).
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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:
Electronic Comments
<bullet> Use the Commission's internet comment form (<a href="https://www.sec.gov/rules/sro.shtml">https://www.sec.gov/rules/sro.shtml</a>); or
<bullet> Send an email to <a href="/cdn-cgi/l/email-protection#a1d3d4cdc48cc2ceccccc4cfd5d2e1d2c4c28fc6ced7"><span class="__cf_email__" data-cfemail="e290978e87cf818d8f8f878c9691a2918781cc858d94">[email protected]</span></a>. Please include
file number SR-CboeEDGA-2024-007 on the subject line.
Paper Comments
<bullet> 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-CboeEDGA-2024-007. 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 (<a href="https://www.sec.gov/rules/sro.shtml">https://www.sec.gov/rules/sro.shtml</a>). 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-CboeEDGA-2024-007 and should
be submitted on or before April 8, 2024.
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).
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J. Matthew DeLesDernier,
Deputy Secretary.
[FR Doc. 2024-05638 Filed 3-15-24; 8:45 am]
BILLING CODE 8011-01-P
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