Federal Register / Vol. 89, No. 14 / Monday, January 22, 2024 / Notices 3957 

1A company might not be prepared to elect to be 

subject to Sections 55 through 65 of the 1940 Act 

because its capital structure or management 

compensation plan is not yet in compliance with 

the requirements of those sections. 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

3Logical Ports include FIX and BOE ports (used 

for order entry), drop logical port (which grants 

users the ability to receive and/or send drop copies) 

and ports that are used for receipt of certain market 

data feeds. 

4Spin Ports and GRP Ports are used to request 

and receive a retransmission of data from the 

Exchange’s Multicast PITCH data feeds. 

5Bulk Quoting Capabilities Ports provide users 

with the ability to submit and update multiple bids 

and offers in one message through logical ports 

enabled for bulk-quoting. 

6See, e.g., Cboe C2 Options Exchange Fee 

Schedule, Options Logical Port Fees, Cboe BZX 

Options Exchange Fee Schedule, Options Logical 

Port Fees and Cboe Exchange Fees Schedule, 

Logical Connectivity Fees; see also The Nasdaq 

Stock Market Options Pricing Schedule, Section 3 

Nasdaq Options Market—Ports and Other Services. 

approved collection of information 

discussed below. 

The title for the collection of 

information is ‘‘Form N–6F (17 CFR 

274.15), Notice of Intent to Elect to be 

Subject to Sections 55 through 65 of the 

Investment Company Act of 1940.’’ The 

purpose of Form N–6F is to notify the 

Commission of a company’s intent to 

file a notification of election to become 

subject to Sections 55 through 65 of the 

Investment Company Act of 1940 (15 

U.S.C. 80a–1 et seq.) (‘‘1940 Act’’). 

Certain companies may have to make a 

filing with the Commission before they 

are ready to elect to be regulated as a 

business development company.1 A 

company that is excluded from the 

definition of ‘‘investment company’’ by 

Section 3(c)(1) because it has fewer than 

one hundred shareholders and is not 

making a public offering of its securities 

may lose such an exclusion solely 

because it proposes to make a public 

offering of securities as a business 

development company. Such company, 

under certain conditions, would not 

lose its exclusion if it notifies the 

Commission on Form N–6F of its intent 

to make an election to be regulated as 

a business development company. The 

company only has to file a Form N–6F 

once. 

The Commission estimates that on 

average approximately 9 companies file 

these notifications each year. Each of 

those companies need only make a 

single filing of Form N–6F. The 

Commission further estimates that this 

information collection imposes burden 

of 0.5 hours, resulting in a total annual 

PRA burden of 4.5 hours. Based on the 

estimated wage rate, the total cost to the 

industry of the hour burden for 

complying with Form N–6F would be 

approximately $1,912.50. 

The collection of information under 

Form N–6F is mandatory. The 

information provided under the form is 

not kept confidential. An agency may 

not conduct or sponsor, and a person is 

not required to respond to, a collection 

of information unless it displays a 

currently valid OMB control number. 

The public may view background 

documentation for this information 

collection at the following website: 

www.reginfo.gov. Find this particular 

information collection by selecting 

‘‘Currently under 30-day Review—Open 

for Public Comments’’ or by using the 

search function. Written comments and 

recommendations for the proposed 

information collection should be sent 

within 30 days of publication of this 

notice by February 21, 2024 to (i) 

MBX.OMB.OIRA.SEC_desk_officer@

omb.eop.gov and (ii) David Bottom, 

Director/Chief Information Officer, 

Securities and Exchange Commission, c/ 

o John Pezzullo, 100 F Street NE, 

Washington, DC 20549, or by sending an 

email to: PRA_Mailbox@sec.gov. 

Dated: January 17, 2024. 

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–01101 Filed 1–19–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–99350; File No. SR– 

CboeEDGX–2024–006] 

Self-Regulatory Organizations; Cboe 

EDGX Exchange, Inc.; Notice of Filing 

and Immediate Effectiveness of a 

Proposed Rule Change To Amend Its 

Fee Schedule 

January 16, 2024. 

Pursuant to section 19(b)(1) of the 

Securities Exchange Act of 1934 (the 

‘‘Act’’),1 and Rule 19b–4 thereunder,2

notice is hereby given that on January 2, 

2024, Cboe EDGX Exchange, Inc. (the 

‘‘Exchange’’ or ‘‘EDGX’’) filed with the 

Securities and Exchange Commission 

(the ‘‘Commission’’) the proposed rule 

change as described in Items I and II, 

below, which Items have been prepared 

by the Exchange. The Commission is 

publishing this notice to solicit 

comments on the proposed rule change 

from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

Cboe EDGX Exchange, Inc. (the 

‘‘Exchange’’ or ‘‘EDGX Options’’) 

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 for its equity options 

platform (‘‘EDGX Options’’) relating to 

logical connectivity fees. 

By way of background, the Exchange 

offers a variety of logical ports, which 

provide users with the ability within the 

Exchange’s System to accomplish a 

specific function through a connection, 

such as order entry, data receipt or 

access to information. The Exchange 

currently assesses, among other things, 

the following logical port connectivity 

fees on a monthly basis: $500 per port 

for Logical Ports; 3 $500 per port for 

Multicast PITCH Spin Server Ports 

(‘‘Spin Ports’’) and GRP Ports; 4 and 

$600 per port for Ports with Bulk 

Quoting Capabilities 5 (‘‘Bulk Ports’’). 

The Exchange proposes to increase the 

monthly fees for the forgoing ports to 

the following rates: $750 per port for 

Logical Ports, Spin Ports and GRP Ports 

and $1,000 per port for Bulk Ports. The 

Exchange notes the proposed fee change 

better enables it to continue to maintain 

and improve its market technology and 

services and also notes that the 

proposed fee amount, even as amended, 

continues to be in line with, or even 

lower than, amounts assessed by other 

exchanges for similar connections, 

including the Exchange’s affiliated 

options exchanges.6


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3958 Federal Register / Vol. 89, No. 14 / Monday, January 22, 2024 / Notices 

7 15 U.S.C. 78f(b). 

8 15 U.S.C. 78f(b)(5). 

9 Id. 

10 15 U.S.C. 78f(b)(4). 

11See, e.g., Cboe C2 Options Exchange Fee 

Schedule, Options Logical Port Fees, Cboe BZX 

Options Exchange Fee Schedule, Options Logical 

Port Fees and Cboe Exchange Fees Schedule, 

Logical Connectivity Fees see also The Nasdaq 

Stock Market Options Pricing Schedule, Section 3 

Nasdaq Options Market—Ports and Other Services. 

12 Id. 

13See Cboe Global Markets U.S. Options Market 

Volume Summary (December 20, 2023), available at 

https://markets.cboe.com/us/options/market_

statistics/. 

14See https://www.nyse.com/markets/americanoptions/membership#directory. 

15See https://www.nyse.com/markets/arcaoptions/membership#directory. 

16See https://www.miaxglobal.com/sites/default/ 

files/page-files/MIAX_Options_Exchange_

Members_April_2023_04282023.pdf. 

17See https://www.miaxglobal.com/sites/default/ 

files/page-files/MIAX_Pearl_Exchange_Members_

01172023_0.pdf. 

2. Statutory Basis 

The Exchange believes the proposed 

rule change is consistent with the 

Securities Exchange Act of 1934 (the 

‘‘Act’’) and the rules and regulations 

thereunder applicable to the Exchange 

and, in particular, the requirements of 

section 6(b) of the Act.7 Specifically, the 

Exchange believes the proposed rule 

change is consistent with the section 

6(b)(5) 8 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) 9 requirement that the 

rules of an exchange not be designed to 

permit unfair discrimination between 

customers, issuers, brokers, or dealers. 

The Exchange also believes the 

proposed rule change is consistent with 

section 6(b)(4) 10 of the Act, which 

requires that Exchange rules provide for 

the equitable allocation of reasonable 

dues, fees, and other charges among its 

Members and other persons using its 

facilities. 

The Exchange believes the proposed 

fee is reasonable as it is still in line 

with, or even lower than, amounts 

assessed by other exchanges for similar 

connections.11 Indeed, the Exchange 

believes assessing fees that are a lower 

rate than fees assessed by other 

exchanges for analogous connectivity 

(which were similarly adopted via the 

rule filing process and filed with the 

Commission) is reasonable. 

Additionally, the Exchange believes the 

proposed fee increase is reasonable in 

light of anticipated upgrades to the 

Exchange’s matching engines, which is 

expected to be completed in the first 

quarter of 2024. 

The Exchange also notes market 

participants may continue to choose the 

method of connectivity based on their 

specific needs, and no broker-dealer is 

required to become a Member of, let 

alone connect directly to, the Exchange. 

There is also no regulatory requirement 

that any market participant connect to 

any one particular exchange. Moreover, 

direct connectivity is not a requirement 

to participate on the Exchange. The 

Exchange also believes substitutable 

products and services are available to 

market participants, including, among 

other things, other options exchanges to 

which a market participant may connect 

in lieu of the Exchange, indirect 

connectivity to the Exchange via a thirdparty reseller of connectivity, and/or 

trading of any options product, such as 

within the Over-the-Counter (OTC) 

markets, which do not require 

connectivity to the Exchange. Indeed, 

there are currently 17 registered options 

exchanges that trade options (13 of 

which are not affiliated with Cboe), 

some of which have similar or lower 

connectivity fees.12 Based on publicly 

available information, no single options 

exchange has more than approximately 

17% of the market share.13 Further, low 

barriers to entry mean that new 

exchanges may rapidly enter the market 

and offer additional substitute platforms 

to further compete with the Exchange 

and the products it offers. For example, 

there are 4 exchanges that have been 

added in the U.S. options markets in the 

last 5 years (i.e., Nasdaq MRX, LLC, 

MIAX Pearl, LLC, MIAX Emerald LLC, 

and most recently MEMX LLC), with a 

fifth options exchange anticipated to 

added in 2024 (MIAX Sapphire, LLC). 

As for market participants that 

determine to continue to maintain 

membership or to join the Exchange for 

business purposes, those business 

reasons presumably result in revenue 

capable of covering the proposed fee. 

Further, for such market participants 

that choose to connect to the Exchange, 

the Exchange believes the proposed fees 

continue to provide flexibility with 

respect to how to connect to the 

Exchange based on each market 

participants’ respective business needs. 

For example, the amount and type of 

logical ports are determined by factors 

relevant and specific to each market 

participant, including its business 

model, costs of connectivity, how its 

business is segmented and allocated and 

volume of messages sent to the 

Exchange. Moreover, the Exchange 

notes that it does not have unlimited 

system capacity and the proposed fees 

are also designed to encourage market 

participants to be efficient with their 

respective logical port usage. There is 

also no requirement that any market 

participant maintain a specific number 

of logical ports and a market participant 

may choose to maintain as many or as 

few of such ports as each deems 

appropriate. 

As noted above, there is no regulatory 

requirement that any market participant 

connect to any one options exchange, 

nor that any market participant connect 

at a particular connection speed or act 

in a particular capacity on the 

Exchange, or trade any particular 

product offered on an exchange. 

Moreover, membership is not a 

requirement to participate on the 

Exchange. Indeed, the Exchange is 

unaware of any one options exchange 

whose membership includes every 

registered broker-dealer. By way of 

example, while the Exchange has 51 

members that trade options, Cboe BZX 

has 61 members that trade options, and 

Cboe C2 has 52 Trading Permit Holders 

(‘‘TPHs’’) (i.e., members). There is also 

no firm that is a Member of EDGX 

Options only. Further, based on 

previously publicly available 

information regarding a sample of the 

Exchange’s competitors, NYSE 

American Options has 71 members,14

and NYSE Arca Options has 69 

members,15 MIAX Options has 46 

members 16 and MIAX Pearl Options has 

40 members.17 Accordingly, excessive 

fees would simply serve to reduce 

demand for these products, which 

market participants are under no 

regulatory obligation to utilize. 

The Exchange also believes that the 

proposed fee change is not unfairly 

discriminatory because it would be 

assessed uniformly across all market 

participants that purchase the respective 

logical ports. All Members have the 

option to select any connectivity option, 

and there is no differentiation among 

Members with regard to the fees charged 

for the services offered by the Exchange. 

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 


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Federal Register / Vol. 89, No. 14 / Monday, January 22, 2024 / Notices 3959 

18See Securities Exchange Act Release No. 51808 

(June 9, 2005), 70 FR 37496, 37499 (June 29, 2005). 

19NetCoalition 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)). 

20 15 U.S.C. 78s(b)(3)(A)(ii). 

21 17 CFR 240.19b–4(f). 22 17 CFR 200.30–3(a)(12). 

of the purposes of the Act. The 

Exchange believes the proposed fee 

change will not impact intramarket 

competition because it will apply to all 

similarly situated market participants 

equally (i.e., all market participants that 

choose to purchase the relevant logical 

ports). 

The Exchange believes the proposed 

fees will not impact intermarket 

competition because they are also in 

line with, or even lower than some fees 

for similar connectivity on other 

exchanges, and therefore may stimulate 

intermarket competition by attracting 

additional firms to connect to the 

Exchange or at least should not deter 

interested participants from connecting 

directly to the Exchange. Further, if the 

changes proposed herein are 

unattractive to market participants, the 

Exchange can, and likely will, see a 

decline in usage of these ports as a 

result. The Exchange operates in a 

highly competitive market in which 

market participants can determine 

whether or not to connect directly to the 

Exchange based on the value received 

compared to the cost of doing so. 

Indeed, market participants have 

numerous alternative venues that they 

may participate on and direct their 

order flow, including 13 (soon to be 14) 

non-Cboe affiliated options markets, as 

well as off-exchange venues, where 

competitive products are available for 

trading. 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.’’ 18 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 brokerdealers 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’. . . .’’.19 Accordingly, the 

Exchange does not believe its proposed 

change imposes any burden on 

competition that is not necessary or 

appropriate in furtherance of the 

purposes of the Act. 

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 proposed rule change 

has become effective pursuant to section 

19(b)(3)(A)(ii) of the Act 20 and 

paragraph (f) of Rule 19b–4 21

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: (i) necessary or appropriate in 

the public interest; (ii) for the protection 

of investors; or (iii) otherwise in 

furtherance of the purposes of the Act. 

If the Commission takes such action, the 

Commission shall institute proceedings 

to determine whether the proposed rule 

change should be approved or 

disapproved. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s internet 

comment form (https://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include file number SR– 

CboeEDGX–2024–006 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–2024–006. 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–2024–006 and should be 

submitted on or before February 12, 

2024. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.22

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–01066 Filed 1–19–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[SEC File No. 270–267, OMB Control No. 

3235–0272] 

Submission for OMB Review; 

Comment Request; Extension: Rule 

11a–2 

Upon Written Request, Copies Available 

From: Securities and Exchange 

Commission, Office of FOIA Services, 

100 F Street NE, Washington, DC 

20549–2736 

Notice is hereby given that, pursuant 

to the Paperwork Reduction Act of 1995 


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