Notice2024-10819
Self-Regulatory Organizations; Cboe EDGX 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
May 17, 2024
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 89 Issue 97 (Friday, May 17, 2024)</title>
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[Federal Register Volume 89, Number 97 (Friday, May 17, 2024)]
[Notices]
[Pages 43482-43485]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2024-10819]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-100124; File No. SR-CboeEDGX-2024-024]
Self-Regulatory Organizations; Cboe EDGX Exchange, Inc.; Notice
of Filing and Immediate Effectiveness of a Proposed Rule Change To
Amend Its Fee Schedule
May 13, 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 May 1, 2024, Cboe EDGX Exchange, Inc. (``Exchange'' or ``EDGX'')
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 EDGX Exchange, Inc. (the ``Exchange'' or ``EDGX'') 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/options/regulation/rule_filings/edgx/">http://markets.cboe.com/us/options/regulation/rule_filings/edgx/</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 (``EDGX Equities'') by: (1) modifying the
Cross Asset Tier; (2) modifying Non-Displayed Add Volume Tier 1; and
(3) modifying Retail Volume Tier 1. The Exchange proposes to implement
these changes effective May 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
16% 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 ``Maker-Taker'' model whereby it pays rebates to
members that add liquidity and assesses fees to those that remove
liquidity. The Exchange's Fee Schedule sets forth the standard rebates
and rates applied per share for orders that provide and remove
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 add liquidity and assesses a fee of $0.0030 per
share for orders that remove liquidity.\4\ For orders in securities
priced below $1.00, the Exchange provides a standard rebate of $0.00003
per share for orders that add liquidity and assesses a fee of 0.30% of
the total dollar value for orders that 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 (April 26, 2024), available at <a href="https://www.cboe.com/us/equities/market_statistics/">https://www.cboe.com/us/equities/market_statistics/</a>.
\4\ See EDGX Equities Fee Schedule, Standard Rates.
\5\ Id.
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Cross Asset Tier
Under footnote 1 of the Fee Schedule, the Exchange currently offers
various Add/Remove Volume Tiers that provide enhanced rebates for
orders yielding fee codes B,\6\ V,\7\ Y,\8\ 3,\9\ and 4.\10\ In
particular, the Exchange offers a Cross Asset Tier that is designed to
incentivize Members to achieve certain levels of participation on both
the Exchange's equities and options platform (``EDGX Options''). Now,
the Exchange proposes to modify the second prong of criteria associated
with the Cross Asset Tier. The current criteria is as follows:
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\6\ Fee code B is appended to orders that add liquidity to EDGX
in Tape B securities.
\7\ Fee code V is appended to orders that add liquidity to EDGX
in Tape A securities.
\8\ Fee code Y is appended to orders that add liquidity to EDGX
in Tape C securities.
\9\ Fee code 3 is appended to orders that add liquidity to EDGX
in Tape A or Tape C securities during the pre and post market.
\10\ Fee code 4 is appended to orders that add liquidity to EDGX
in Tape B securities during the pre and post market.
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<bullet> The Cross Asset Tier provides a rebate of $0.0029 per
share for securities priced above $1.00 for qualifying orders (i.e.,
orders yielding fee codes B, V, Y, 3, or 4) where (1) Member has a Tape
B & C ADAV \11\ >= 6,000,000; and (2) Member has an Add ADV \12\ on
EDGX Options >= 300,000 in SPY.
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\11\ ADAV means average daily added volume calculated as the
number of shares added per day. ADAV is calculated on a monthly
basis.
\12\ ADV 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. ADV is calculated on a
monthly basis.
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The proposed criteria is as follows:
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<bullet> The Cross Asset Tier provides a rebate of $0.0029 per
share for securities priced above $1.00 for qualifying orders (i.e.,
orders yielding fee codes B, V, Y, 3, or 4) where (1) Member has a Tape
B & C ADAV >= 6,000,000; and (2) Member has an Add ADV in SPY on EDGX
Options >= 0.70% of average OCV.\13\
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\13\ OCV means, for purposes of equities pricing, the total
equity and ETF options volume that clears in the Customer range at
the Options Clearing Corporation (``OCC'') for the month for which
the fees apply, excluding volume on any day that the Exchange
experiences an Exchange System Disruption and on any day with a
scheduled early market close, using the definition of Customer as
provided under the Exchange's fee schedule for EDGX Options.
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Non-Displayed Add Volume Tier
Also under footnote 1, the Exchange offers five Non-Displayed Add
Volume Tiers that each provide an enhanced rebate for Members'
qualifying orders yielding fee codes DM,\14\ HA,\15\ MM,\16\ and
RP,\17\ where a Member reaches certain volume-based criteria offered in
each tier. Now, the Exchange proposes to modify the criteria of Non-
Displayed Add Volume Tier 1. The current criteria is as follows:
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\14\ Fee code DM is appended to orders that add liquidity using
MidPoint Discretionary Order within discretionary range.
\15\ Fee code HA is appended to non-displayed orders that add
liquidity to EDGX.
\16\ Fee code MM is appended to non-displayed orders that add
liquidity to EDGX using Mid-Point Peg.
\17\ Fee code RP is appended to non-displayed orders that add
liquidity to EDGX using Supplemental Peg.
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<bullet> Non-Displayed Add Volume Tier 1 provides a rebate of
$0.0015 per share for securities priced at or above $1.00 for
qualifying orders (i.e., orders yielding fee codes DM, HA, MM, or RP)
where a Member has an ADAV >= 0.05% of TCV \18\ for Non-Displayed
orders that yield fee codes DM, HA, HI,\19\ HM, or RP.
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\18\ 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.
\19\ Fee code HI is appended to non-displayed orders that
receive price improvement and add liquidity to EDGX.
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The proposed criteria is as follows:
<bullet> Non-Displayed Add Volume Tier 1 provides a rebate of
$0.0015 per share for securities priced at or above $1.00 for
qualifying orders (i.e., orders yielding fee codes DM, HA, MM, or RP)
where a Member has an ADAV >= 0.07% of TCV for Non-Displayed orders
that yield fee codes DM, HA, HI, HM, or RP.
Retail Volume Tier
Under footnote 2 of the Fee Schedule, the Exchange currently offers
various Retail Volume Tiers which provide an enhanced rebate for Retail
Member Organizations (``RMOs'') \20\ an opportunity to receive an
enhanced rebate from the standard rebate for Retail Orders \21\ that
add liquidity (i.e., yielding fee code ZA or ZO). Currently, the
Exchange offers three Retail Volume Tiers where an RMO is eligible for
an enhanced rebate for qualifying orders (i.e., yielding fee code ZA or
ZO) meeting certain add volume-based criteria. The Exchange now
proposes to modify the criteria of Retail Volume Tier 1. Currently, the
criteria is as follows:
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\20\ See EDGX Rule 11.21(a)(1). A ``Retail Member Organization''
or ``RMO'' is a Member (or a division thereof) that has been
approved by the Exchange under this Rule to submit Retail Orders.
\21\ See EDGX Rule 11.21(a)(2). A ``Retail Order'' is an agency
or riskless principal order that meets the criteria of FINRA Rule
5320.03 that originates from a natural person and is submitted to
the Exchange by a Retail Member Organization, provided that no
change is made to the terms of the order with respect to price or
side of the market and the order does not originate from a trading
algorithm or any other computerized methodology.
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<bullet> Retail Volume Tier 1 provides a rebate of $0.0034 for
securities priced at or above $1.00 for qualifying orders (i.e., orders
yielding fee codes ZA or ZO) where a Member adds a Retail Order ADV
(i.e., yielding fee codes ZA or ZO) >= 0.35% of the TCV.
The proposed criteria is as follows:
<bullet> Retail Volume Tier 1 provides a rebate of $0.0034 for
securities priced at or above $1.00 for qualifying orders (i.e., orders
yielding fee codes ZA or ZO) where (1) Member adds a Retail Order ADV
(i.e., yielding fee codes ZA or ZO) >= 0.30% of the TCV; and (2) Member
has an ADAV (i.e. yielding fee codes B, V, or Y) >= 20,000,000.
Together, the proposed modifications to the Cross Asset Tier, Non-
Displayed Add Volume Tier 1 and Retail Volume Tier 1 are each intended
to provide Members an opportunity to earn an enhanced rebate by
increasing their order flow to the Exchange, which further contributes
to a deeper, more liquid market and provides even more execution
opportunities for active market participants. Incentivizing an increase
in liquidity adding volume through enhanced rebate opportunities
encourages liquidity adding Members on the Exchange to contribute to a
deeper, more liquid market, providing for overall enhanced price
discovery and price improvement opportunities on the Exchange. As such,
increased overall order flow benefits all Members by contributing
towards a robust and well-balanced market ecosystem.
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.\22\ Specifically, the Exchange believes the proposed rule change
is consistent with the Section 6(b)(5) \23\ 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) \24\ 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) \25\
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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\22\ 15 U.S.C. 78f(b).
\23\ 15 U.S.C. 78f(b)(5).
\24\ Id.
\25\ 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 modify the Cross Asset Tier, Non-Displayed Add Volume
Tier 1, and Retail Volume Tier 1 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 proposal to introduce slightly different criteria to the
Cross Asset Tier, Non-Displayed Add Volume Tier 1, and Retail Volume
Tier 1 is not a significant departure from existing criteria, is
reasonably correlated to the enhanced rebate offered by the Exchange
and other competing exchanges,\26\ and will continue to
[[Page 43484]]
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,\27\ including the Exchange,\28\
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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\26\ See MIAX Pearl Equities Exchange Fee Schedule, Remove
Volume Tiers, available at <a href="https://www.miaxglobal.com/sites/default/files/fee_schedule-files/MIAX_Pearl_Equities_Fee_Schedule_04042024.pdf">https://www.miaxglobal.com/sites/default/files/fee_schedule-files/MIAX_Pearl_Equities_Fee_Schedule_04042024.pdf</a>. See also MEMX
Equities Fee Schedule, Liquidity Removal Tier, available at <a href="https://info.memxtrading.com/equities-trading-resources/us-equities-fee-schedule/">https://info.memxtrading.com/equities-trading-resources/us-equities-fee-schedule/</a>.
\27\ See e.g., BZX Equities Fee Schedule, Footnote 1, Add/Remove
Volume Tiers.
\28\ See e.g., EDGX Equities Fee Schedule, Footnote 1, Add/
Remove Volume Tiers.
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In particular, the Exchange believes its proposal to modify the
Cross Asset Tier, Non-Displayed Add Volume Tier 1, and Retail Volume
Tier 1 is reasonable because the revised tiers will be available to all
Members and provide all Members with an opportunity to receive an
enhanced rebate. The Exchange further believes its proposal to modify
the Cross Asset Tier, Non-Displayed Add Volume Tier 1, and Retail
Volume Tier 1 will provide a reasonable means to encourage liquidity
adding displayed and non-displayed orders in Members' order flow to the
Exchange and to incentivize Members to continue to provide liquidity
adding and liquidity removing volume to the Exchange by offering them
an opportunity to receive an enhanced rebate on qualifying orders. An
overall increase in activity would deepen the Exchange's liquidity
pool, offer additional cost savings, support the quality of price
discovery, promote market transparency and improve market quality, for
all investors.
The Exchange believes that its proposed modifications to the Cross
Asset Tier, Non-Displayed Add Volume Tier 1, and Retail Volume Tier 1
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 proposed new tiers and have the opportunity to meet
the tiers' criteria and receive the corresponding enhanced rebate if
such criteria is met. Without having a view of activity on other
markets and off-exchange venues, the Exchange has no way of knowing
whether this proposed rule change would definitely result in any
Members qualifying 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 one Member will be able to satisfy the
proposed Cross Asset Tier, at least one Member will be able to satisfy
proposed Non-Displayed Add Volume Tier 1, and at least one Member will
be able to satisfy proposed Retail Volume Tier 1. The Exchange also
notes that proposed changes will not adversely impact any Member's
ability to qualify for 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 the Cross Asset Tier, Non-Displayed Add Volume Tier 1, and
Retail Volume Tier 1 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 enhanced
rebate on their qualifying orders if such criteria is met. The Exchange
does not believe the proposed changes burden competition, but rather,
enhances competition as it is intended to increase the competitiveness
of EDGX by amending existing pricing incentives and adopting 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.
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 16% of the market share.\29\ 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 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.'' \30\ 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
[[Page 43485]]
`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' . . .''.\31\ 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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\29\ Supra note 3.
\30\ See Securities Exchange Act Release No. 51808 (June 9,
2005), 70 FR 37496, 37499 (June 29, 2005).
\31\ 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 \32\ and paragraph (f) of Rule 19b-4 \33\
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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\32\ 15 U.S.C. 78s(b)(3)(A).
\33\ 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#c7b5b2aba2eaa4a8aaaaa2a9b3b487b4a2a4e9a0a8b1"><span class="__cf_email__" data-cfemail="5f2d2a333a723c3032323a312b2c1f2c3a3c71383029">[email protected]</span></a>. Please include
file number SR-CboeEDGX-2024-024 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-CboeEDGX-2024-024. 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-CboeEDGX-2024-024 and should
be submitted on or before June 7, 2024.
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\34\ 17 CFR 200.30-3(a)(12).
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\34\
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2024-10819 Filed 5-16-24; 8:45 am]
BILLING CODE 8011-01-P
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