[Federal Register Volume 89, Number 53 (Monday, March 18, 2024)]
[Notices]
[Pages 19387-19390]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[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 (http://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.

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 https://www.cboe.com/us/equities/market_statistics/.
    \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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     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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     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:
     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.
     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

     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-CboeEDGA-2024-007 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-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 (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-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