[Federal Register Volume 89, Number 97 (Friday, May 17, 2024)]
[Notices]
[Pages 43482-43485]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[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 (http://markets.cboe.com/us/options/regulation/rule_filings/edgx/), 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 https://www.cboe.com/us/equities/market_statistics/.
    \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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     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:

[[Page 43483]]

     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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     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:
     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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     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:
     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 https://www.miaxglobal.com/sites/default/files/fee_schedule-files/MIAX_Pearl_Equities_Fee_Schedule_04042024.pdf. See also MEMX 
Equities Fee Schedule, Liquidity Removal Tier, available at https://info.memxtrading.com/equities-trading-resources/us-equities-fee-schedule/.
    \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

     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-CboeEDGX-2024-024 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-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 (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-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