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[Federal Register Volume 89, Number 220 (Thursday, November 14, 2024)]
[Notices]
[Pages 90201-90205]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-26407]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-101536; File No. SR-BOX-2024-26]

Self-Regulatory Organizations; BOX Exchange LLC; Notice of Filing 
and Immediate Effectiveness of a Proposed Rule Change To Amend the Fee 
Schedule Relating to BOX Connectivity Fees and Port Fees for Trading on 
the BOX Options Market LLC Facility

November 7, 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 October 24, 2024, BOX Exchange LLC (the ``Exchange'') 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 Exchange filed the 
proposed rule change pursuant to Section 19(b)(3)(A)(ii) of the Act,\3\ 
and Rule 19b-4(f)(2) thereunder,\4\ which renders the proposal 
effective upon filing with the Commission. 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.
    \3\ 15 U.S.C. 78s(b)(3)(A)(ii).
    \4\ 17 CFR 240.19b-4(f)(2).
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I. Self-Regulatory Organization's Statement of the Terms of the 
Substance of the Proposed Rule Change

    The Exchange is filing with the Securities and Exchange Commission 
(``Commission'') a proposed rule change to amend the Fee Schedule 
relating to BOX Connectivity Fees and Port Fees on the BOX Options 
Market LLC (``BOX'') options facility. The text of the proposed rule 
change is available from the principal office of the Exchange, at the 
Commission's Public Reference Room and also on the Exchange's internet 
website at https://rules.boxexchange.com/rulefilings.

[[Page 90202]]

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 the Fee Schedule to increase 
Connectivity Fees for 10 gigabit (``Gb'') Connections, Non-10 Gb 
Connections, Financial Information Exchange (``FIX'') Ports, 
SOLA[supreg] Access Information Language (``SAIL'') Ports, Drop Copy 
Ports, and High Speed Vendor Feed (``HSVF'') Ports (collectively 
``Connectivity and Ports'').\5\ Specifically, the Exchange proposes a 
one-time \6\ increase to its fees for Connectivity and Ports in 
Sections III.A.2 and III.B of the Fee Schedule.
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    \5\ The Exchange initially filed the proposed pricing change on 
June 3, 2024 (SR-BOX-2024-13). On June 18, 2024, the Exchange 
withdrew that filing and submitted SR-BOX-2024-16. On August 16, 
2024, the Exchange withdrew SR-BOX-2024-16 and submitted SR-BOX-
2024-19. On October 10, 2024, the Exchange withdrew SR-BOX-2024-19 
and submitted SR-BOX-2024-24. The instant filing replaces SR-BOX-
2024-24, which was withdrawn on October 24, 2024.
    \6\ If the Exchange intends to increase or decrease fees for 
Connectivity and Ports in the future, the Exchange would be required 
to file a proposed rule change with the Commission under Section 
19(b) of the Act to amend its Fee Schedule.
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    By way of background, a physical connection is utilized by a 
Participant or non-Participant to connect to BOX at the datacenters 
where BOX's servers are located. BOX currently assesses the following 
physical connectivity fees for Participants and non-Participants on a 
monthly basis: $1,000 per connection for a Non-10 Gb Connection and 
$5,000 per connection for a 10 Gb Connection. The Exchange proposes to 
increase, on a one-time basis, the monthly fee for Non-10 Gb 
Connections from $1,000 to $1,080 per connection and from $5,000 to 
$5,400 monthly fee for each 10 Gb Connection. The Exchange notes the 
proposed fee changes better enable BOX to continue to maintain and 
improve its market technology and services.
    Further, BOX currently provides four types of ports, including: (i) 
the FIX Port, which allows Participants to electronically send orders 
in all products traded on BOX; (ii) the SAIL Port, which allows Market 
Makers to submit electronic quotes and orders and other Participants to 
submit orders to BOX; (iii) the Drop Copy Port, which provides a real-
time feed containing trade execution, trade correction, trade 
cancellation and trade allocation for regular and complex orders on BOX 
for Participants; and (iv) the HSVF Port, which provides a BOX market 
data feed for both Participants and non-Participants. The Exchange 
notes that Participants must connect to a minimum of one port via FIX 
or SAIL and that there is no minimum or maximum number of ports 
required for the Drop Copy Port or the HSVF Port.
    Current FIX Port fees are as follows:

------------------------------------------------------------------------
                 FIX ports                      BOX monthly port fees
------------------------------------------------------------------------
1st FIX Port..............................  $500 per port per month.
FIX Ports 2 through 5.....................  $250 per port per month.
Additional FIX Ports over 5...............  $150 per port per month.
------------------------------------------------------------------------

    Current SAIL Port fees are as follows:

------------------------------------------------------------------------
                SAIL ports                      BOX monthly port fees
------------------------------------------------------------------------
Market Making.............................  $1,000 per month for all
                                             Ports.
Order Entry...............................  $500 per month per port (1-5
                                             Ports).
                                            $150 per month for each
                                             additional Port.
------------------------------------------------------------------------

    The Exchange proposes to increase FIX Port fees on a one-time basis 
as follows:

------------------------------------------------------------------------
                 FIX ports                      BOX monthly port fees
------------------------------------------------------------------------
1st FIX Port..............................  $540 per port per month.
FIX Ports 2 through 5.....................  $270 per port per month.
Additional FIX Ports over 5...............  $162 per port per month.
------------------------------------------------------------------------

    The Exchange proposes to increase SAIL Port fees on a one-time 
basis as follows:

------------------------------------------------------------------------
                SAIL ports                      BOX monthly port fees
------------------------------------------------------------------------
Market Making.............................  $1,080 per month for all
                                             Ports.
Order Entry...............................  $540 per month per port (1-5
                                             Ports).
                                            $162 per month for each
                                             additional Port.
------------------------------------------------------------------------

    The Exchange also proposes to increase Drop Copy Ports on a one-
time basis, currently $500 per port per month, to $540 per port per 
month for each month a Participant is credentialed to use a Drop Copy 
Port. Drop Copy Port fees will remain capped at $2,000 per month.
    The Exchange proposes lastly to increase HSVF Port fees on a one-
time basis, currently $1,500 per month, to $1,620 per month for each 
month a Participant or non-Participant is credentialed to use the HSVF 
Port.
    The Exchange notes that BOX continuously invests in improvements 
that enhance the value of its Connectivity and Ports services. BOX has 
expended, and will continue to expend, resources to innovate and 
modernize technology so that it may benefit its Participants and 
continue to compete among other options markets. BOX regularly invests 
in efforts to support and optimize its systems to support system 
capacity, reliability, and performance. Yet the Exchange has not 
adjusted any of the fees included in this proposal since 2018, to even 
partially offset the costs of maintaining and enhancing its 
Connectivity and Ports services.\7\
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    \7\ The 10 Gb and Non-10 Gb Connection fees were initially 
effective on July 19, 2018. See Securities Exchange Act Release No. 
83728 (July 27, 2018), 83 FR 37853 (August 2, 2018) (Notice of 
Filing and Immediate Effectiveness of a Proposed Rule Change To 
Amend the Fee Schedule on BOX Market LLC (``BOX'') Options Facility 
To Establish BOX Connectivity Fees for Participants and Non-
Participants Who Connect to the BOX Network). These fees were 
suspended on September 17, 2018 and became effective again on 
October 31, 2019. HSVF port fees were increased on January 31, 2018. 
See Securities Exchange Act Release No. 82654 (February 7, 2018), 83 
FR 6284 (February 13, 2018) (SR-BOX-2018-04) (Notice of Filing and 
Immediate Effectiveness of a Proposed Rule Change To Amend Section 
VI. (Technology Fees) of the BOX Fee Schedule). SAIL, FIX, and Drop 
Copy port fees were established on April 27, 2018. See Securities 
Exchange Act Release No. 83197 (May 9, 2018), 83 FR 22567 (May 15, 
2018) (SR-BOX-2018-15) (Notice of Filing and Immediate Effectiveness 
of a Proposed Rule Change To Amend the Fee Schedule on the BOX 
Market LLC (``BOX'') Options Facility To Amend Connectivity Fees and 
Establish Port Fees).
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    As discussed below, the Exchange proposes to adjust Connectivity 
and Ports fees by an industry- and product-specific inflationary 
measure. It is reasonable and consistent with the Securities and 
Exchange Act of 1934 (the ``Act'') for BOX to recoup its investments, 
at least in part, by adjusting its fees. Continuing to operate at fees 
frozen at 2018 levels impacts BOX's ability to enhance its services and 
the interests of market participants. The proposed fee increases are 
based on an industry-specific Producer Price Index (PPI), which is a 
tailored measure of inflation.\8\ As a general matter, the Producer 
Price Index is a family of indexes that measures the average change 
over time in selling prices received by domestic producers of goods and 
services. PPI measures price

[[Page 90203]]

change from the perspective of the seller. This contrasts with other 
metrics, such as the Consumer Price Index (CPI), that measure price 
change from the purchaser's perspective.\9\ About 10,000 PPIs for 
individual products and groups of products are tracked and released 
each month.\10\ PPIs are available for the output of nearly all 
industries in the goods-producing sectors of the U.S. economy--mining, 
manufacturing, agriculture, fishing, and forestry--as well as natural 
gas, electricity, and construction, among others. The PPI program 
covers approximately 69 percent of the service sector's output, as 
measured by revenue reported in the 2017 Economic Census. For purposes 
of this proposal, the relevant industry-specific PPI is the Data 
Processing and Related Services PPI (``Data PPI''), which is an 
industry net-output PPI that measures the average change in selling 
prices received by companies that provide data processing services. The 
Data PPI was introduced in January 2002 by the Bureau of Labor 
Statistics (BLS) as part of an ongoing effort to expand Producer Price 
Index coverage of the services sector of the U.S. economy and is 
identified as NAICS-518210 in the North American Industry 
Classification System.\11\ According to the BLS ``[t]he primary output 
of NAICS 518210 is the provision of electronic data processing 
services. In the broadest sense, computer services companies help their 
customers efficiently use technology. The processing services market 
consists of vendors who use their own computer systems--often utilizing 
proprietary software--to process customers' transactions and data. 
Companies that offer processing services collect, organize, and store a 
customer's transactions and other data for record-keeping purposes. 
Price movements for the NAICS 518210 index are based on changes in the 
revenue received by companies that provide data processing services. 
Each month, companies provide net transaction prices for a specified 
service. The transaction is an actual contract selected by probability, 
where the price-determining characteristics are held constant while the 
service is repriced. The prices used in index calculation are the 
actual prices billed for the selected service contract.'' \12\ The 
Exchange believes the Data PPI is an appropriate measure to be 
considered in the context of the proposed rule change to increase the 
fees for BOX Connectivity and Ports because BOX uses its ``own computer 
systems'' and ``proprietary software,'' i.e., its own servers and 
proprietary matching engine software, respectively, to collect, 
organize, store and report customers' transactions on BOX's proprietary 
trading platform. In other words, BOX is in the business of data 
processing and related services.
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    \8\ See https://fred.stlouisfed.org/series/PCU51825182.
    \9\ See https://www.bls.gov/ppi/overview.htm.
    \10\ Id.
    \11\ NAICS appears in the PPI Detailed Report and is available 
at https://data.bls.gov/dataViewer/view/timeseries/PCU5182--5182--.
    \12\ See https://www.bls.gov/ppi/factsheets/producer-price-index-for-the-data-processing-and-related-services-industry-naics-518210.htm.
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    For the period from July 2018 to August 2024, the Data PPI had a 
starting value of 107 in July 2018 and an ending value of 116.022 in 
August 2024, an 8.43% increase.\13\ This indicates that companies who 
are also in the data storage and processing business have generally 
increased prices for a specified service covered under NAICS 518210 by 
an average of 8.43% during this period. Based on that percentage 
change, the Exchange proposes to make a one-time fee increase of 8% for 
BOX Connectivity and Ports, which reflects an increase covering 
approximately the period since the last adjustment was made. The 
Exchange further believes the Data PPI is an appropriate measure for 
purposes of the proposed change on the basis that it is a stable metric 
with limited volatility, unlike other consumer-side inflation metrics. 
In fact, the Data PPI has not experienced a greater than 2.16% increase 
for any one calendar year period since Data PPI was introduced into the 
PPI in January 2002. The average calendar year change from January 2002 
to December 2023 was .62%, with a cumulative increase of 15.67% over 
this 21-year period. The Exchange believes the Data PPI is considerably 
less volatile than other inflation metrics such as CPI, which has had 
individual calendar-year increases of more than 6.5%, and a cumulative 
increase of over 73% over the same period.\14\ The Exchange believes 
the Data PPI, and significant investments into and enhanced performance 
of BOX, support the reasonableness of the proposed fee increases.\15\
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    \13\ The Exchange used July 2018 as a starting point for 
measuring Data PPI because that is when the last of the Connectivity 
and Ports fees were established. See supra note 7.
    \14\ See https://www.usinflationcalculator.com/inflation/consumer-price-index-and-annual-percent-changes-from-1913-to-2008/.
    \15\ See infra discussion of system performance advancements. 
Additionally, other exchanges have filed for increases in certain 
fees, based in part on comparisons to inflation. See, e.g., 
Securities Exchange Act Release Nos. 101017 (September 12, 2024), 89 
FR 76545 (September 18, 2024) (SR-CboeBYX-2024-032); 100513 (July 
12, 2024), 89 FR 58460 (July 18, 2024) (SR-Phlx-2024-27).
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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.\16\ Specifically, the Exchange believes the proposed rule change 
is consistent with the Section 6(b)(5) \17\ 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) \18\ 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) \19\ of the 
Act, which requires that Exchange rules provide for the equitable 
allocation of reasonable dues, fees, and other charges among its 
Participants and other persons using its facilities.
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    \16\ 15 U.S.C. 78f(b).
    \17\ 15 U.S.C. 78f(b)(5).
    \18\ Id.
    \19\ 15 U.S.C. 78f(b)(4).
---------------------------------------------------------------------------

    This belief is based on two factors. First, the current fees do not 
properly reflect the quality of the services and products, as the fees 
for the services and products in question have been static in nominal 
terms, and therefore falling in real terms due to inflation. Second, 
the Exchange believes that investments made in enhancing the capacity 
and speed of BOX systems increase the performance of the services and 
products.
    As noted above, the Exchange has not increased any of the fees 
included in the proposal since 2018. However, in the years following 
the last fee increase BOX has made significant investments in upgrades 
to BOX systems, enhancing the quality of its services, as measured by, 
among other things, increased throughput and faster processing speeds. 
In other words, BOX customers have greatly benefitted, while the BOX's 
ability to recoup its investments has been hampered. Between 2018 and 
2024, the inflation rate is 3.86% per year, on average, producing a

[[Page 90204]]

cumulative inflation rate of 25.50%.\20\ Using the more targeted 
inflation number of Data PPI, the cumulative inflation rate was 8.43% 
during an approximately similar time period.\21\ The Exchange believes 
the Data PPI is a reasonable metric to base this fee increase on 
because it is targeted to producer-side increases in the data 
processing industry, which based on the definition adopted by BLS would 
include BOX's Connectivity and Ports services. Notwithstanding 
inflation, as noted above, the Exchange has not increased its fees at 
all for over six years for the subject services. The proposed fee 
changes represent a modest increase from the current fees.
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    \20\ See https://www.officialdata.org/us/inflation/2018?amount=1.
    \21\ The general CPI inflation rate was measured from the 
beginning of 2018 through October 24, 2024, while the Data PPI was 
measured from July 2018 through August 2024.
---------------------------------------------------------------------------

    The Exchange believes the proposed fee increase is reasonable in 
light of BOX's continued expenditure in maintaining a robust technology 
ecosystem. Furthermore, BOX continues to invest in maintaining and 
enhancing its Connectivity and Ports services--for the benefit and 
often at the behest of its Participants. Specifically, BOX has recently 
replaced trading servers and added additional servers to increase 
performance and capacity, to increase competitiveness, and to support 
growth. For example, the rapid growth of trading volumes from 2020 has 
increased the number of servers, network devices, and 
telecommunications lines required to keep pace with the growth of 
trade, order, and quote data. As part of another recent change, BOX 
deployed additional low latency network switches and increased its 
datacenter space. As a result of these initiatives, BOX increased its 
overall hardware footprint at the datacenters which directly results in 
increased support costs at the datacenter as well.
    The goal of the initiatives discussed above, among other things, is 
to provide faster and more consistent order handling and matching 
performance for options, while ensuring quicker processing time and 
supporting increasing volumes. Accordingly, BOX continuously invests in 
improvements that enhance the value of its Connectivity and Ports 
services. As discussed above, BOX expended, and will continue to 
expend, resources to innovate and modernize technology so that it may 
benefit its Participants and continue to compete among other options 
markets. BOX regularly invests in efforts to support and optimize its 
systems to support system capacity, reliability, and performance.
    Further, the Exchange notes that Participants and non-Participants 
will continue to choose the method of connectivity based on their 
specific needs and no broker-dealer is required to become a Participant 
of, let alone connect directly to, BOX. Moreover, direct connectivity 
is not a requirement to participate on BOX. Participants may choose to 
connect indirectly to BOX via a third-party reseller of connectivity. 
This indirect connectivity is a viable alternative for market 
participants to consume market data from BOX without connecting 
directly to BOX (and thus not pay BOX's connectivity fees), which 
alternative is already being used by both Participants and non-
Participants.
    The Exchange believes that the proposed fee changes are equitably 
allocated and not unfairly discriminatory because the fee increase 
would be applied uniformly across all market participants that 
voluntarily subscribe to or purchase connectivity or ports. The 
Exchange also believes that the proposal represents an equitable 
allocation of reasonable dues, fees and other charges because Exchange 
fees have fallen in real terms during the relevant period. Finally, the 
Exchange believes that the proposed fee changes are not unfairly 
discriminatory because the fees would be assessed uniformly across all 
market participants, that voluntarily purchase connectivity or ports, 
in the same manner they are today. The Exchange also notes that its 
Connectivity and Ports services remain available for purchase by all 
market participants.

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 not necessary or appropriate in 
furtherance of the purposes of the Act. The proposed fee changes will 
not impact intramarket competition because it will apply to all 
similarly situated Participants and non-Participants equally (i.e., all 
market participants that choose to purchase connectivity or ports).\22\ 
As such, the Exchange believes that the proposed fees do not put any 
market participants at a relative disadvantage compared to other market 
participants. As noted above, the fee schedule would continue to apply 
to all market participants that choose to connect to BOX in the same 
manner as it does today albeit at inflation-adjusted rates for certain 
fees, and market participants may choose whether to connect directly to 
BOX at all. The Exchange also believes that the level of the proposed 
fees neither favor nor penalize one or more categories of market 
participants in a manner that would impose an undue burden on 
competition.
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    \22\ The Exchange notes that only Participants may purchase FIX 
Ports, SAIL Ports, and Drop Copy Ports.
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    The Exchange believes that the proposed fees do not impose a burden 
on intermarket competition that is not necessary or appropriate. In 
determining the proposed fees, the Exchange utilized an objective and 
stable metric with limited volatility. Utilizing Data PPI over a 
specified period of time is a reasonable means of recouping BOX's 
investment in maintaining and enhancing its Connectivity and Ports 
services. The Exchange believes utilizing Data PPI, a tailored measure 
of inflation, to increase certain fees for BOX connectivity to recoup 
BOX's investment in maintaining and enhancing its Connectivity and 
Ports services would not impose a burden on intermarket competition.

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    No written comments were either solicited or received.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action Effectiveness

    The foregoing rule change has become effective pursuant to Section 
19(b)(3)(A)(ii) of the Exchange Act \23\ and Rule 19b-4(f)(2) 
thereunder,\24\ because it establishes or changes a due, or fee.
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    \23\ 15 U.S.C. 78s(b)(3)(A)(ii).
    \24\ 17 CFR 240.19b-4(f)(2).
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    At any time within 60 days of the filing of the proposed rule 
change, the Commission summarily may temporarily suspend the rule 
change if it appears to the Commission that the action is necessary or 
appropriate in the public interest, for the protection of investors, or 
would otherwise further the purposes of the Act. If the Commission 
takes such action, the Commission shall institute proceedings to 
determine whether the proposed rule 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.

[[Page 90205]]

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-BOX-2024-26 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-BOX-2024-26. 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-BOX-2024-26 and should be 
submitted on or before December 5, 2024.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\25\
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    \25\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2024-26407 Filed 11-13-24; 8:45 am]
BILLING CODE 8011-01-P
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