93374 Federal Register / Vol. 89, No. 228 / Tuesday, November 26, 2024 / Notices 

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

2 17 CFR 240.19b–4. 

3The Exchange initially filed the proposed fee 

change on November 1, 2024 (SR–CboeEDGX– 

2024–073). On November 12, 2024, the Exchange 

withdrew that filing and submitted this filing. 

4The Exchange notes for securities priced below 

$1.00, there is no fee or rebate for removing 

liquidity from EDGA using the ALLB routing 

strategy. 

5ALLB is a routing option under which an order 

checks the System for available shares and is then 

sent to Cboe BZX Exchange, Inc., Cboe BYX 

Exchange, Inc., and/or Cboe EDGA Exchange, Inc., 

in accordance with the System routing table. If 

shares remain unexecuted after routing, they are 

posted on the EDGX Book, unless otherwise 

instructed by the User. See Rule 11.11(g)(7). 

to sections 17(a), (d), (e), (f), (g), and (j) 

of the Act, sections 30(a), (b), (e), and (h) 

of the Act and the Rules and 

Regulations and rule 38a–1 under the 

Act, applicants request a limited 

exemption as set forth in the 

application. 

SUMMARY OF APPLICATION: Applicants 

request an order to exempt certain 

limited partnerships, limited liability 

companies, corporations, business or 

statutory trusts or other entities 

(‘‘Funds’’) organized primarily for the 

benefit of eligible employees of 

Greystone & Co. II LLC and its affiliates 

from certain provisions of the Act. Each 

Fund will be an ‘‘employees’ securities 

company’’ within the meaning of 

section 2(a)(13) of the Act. 

APPLICANTS: Greystone & Co. II LLC; and 

Greystone Employee Investments LP. 

FILING DATES: The application was filed 

on January 2, 2024 and amended on 

May 21, 2024. 

HEARING OR NOTIFICATION OF HEARING: 

An order granting the requested relief 

will be issued unless the Commission 

orders a hearing. Interested persons may 

request a hearing on any application by 

emailing the SEC’s Secretary at 

Secretarys-Office@sec.gov and serving 

the Applicants with a copy of the 

request by email, if an email address is 

listed for the relevant Applicant below, 

or personally or by mail, if a physical 

address is listed for the relevant 

Applicant below. Hearing requests 

should be received by the Commission 

by 5:30 p.m. on December 16, 2024, and 

should be accompanied by proof of 

service on applicants, in the form of an 

affidavit or, for lawyers, a certificate of 

service. Pursuant to rule 0–5 under the 

Act, hearing requests should state the 

nature of the writer’s interest, any facts 

bearing upon the desirability of a 

hearing on the matter, the reason for the 

request, and the issues contested. 

Persons who wish to be notified of a 

hearing may request notification by 

emailing the Commission’s Secretary at 

Secretarys-Office@sec.gov. 

ADDRESSES: mail to: The Commission: 

Secretarys-Office@sec.gov. Applicant: 

Gary Levine, Greystone & Co. II LLC, 

gary.levine@greyco.com; Vadim 

Avdeychik, Clifford Chance US LLP, 

Vadim.avdeychik@cliffordchance.com. 

FOR FURTHER INFORMATION CONTACT: 

Chris Chase, Senior Counsel, or Lisa 

Reid Ragen, Branch Chief, at (202) 551– 

6825 (Division of Investment 

Management, Chief Counsel’s Office). 

SUPPLEMENTARY INFORMATION: For 

Applicants’ representations, legal 

analysis, and conditions, please refer to 

Applicants’ first amended and restated 

application, dated May 21, 2024, which 

may be obtained via the Commission’s 

website by searching for the file number 

at the top of this document, or for an 

Applicant using the Company name 

search field, on the SEC’s EDGAR 

system. 

The SEC’s EDGAR system may be 

searched at, http://www.sec.gov/edgar/ 

searchedgar/legacy/companysearch.

html. You may also call the SEC’s Public 

Reference Room at (202) 551–8090. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–27607 Filed 11–25–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–101669; File No. SR– 

CboeEDGX–2024–076] 

Self-Regulatory Organizations; Cboe 

EDGX Exchange, Inc.; Notice of Filing 

and Immediate Effectiveness of a 

Proposed Rule Change To Amend Its 

Fee Schedule Relating to Routing 

Codes 

November 20, 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 November 

12, 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. 

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 

Effective November 1, 2024, the 

Exchange proposes to amend its EDGX 

Fee Schedule applicable to its equities 

trading platform. By implementing a 

remove fee (as opposed to a rebate) for 

fee code, AA, and removing fee codes, 

I and RR.3

Fee Codes 

The Exchange proposes to implement 

a remove fee for fee code, AA. The 

proposed changes are as follows: 

• For securities priced above $1.00,4

fee code AA is appended to orders that 

are routed to EDGA using the ALLB 5

routing strategy. Currently, orders 

appended with fee code AA receive a 

rebate of $0.0016. 

The Exchange now proposes to amend 

fee code, AA, as follows: 

• For securities priced above $1.00, 

fee code AA will continue to be 

appended to orders that are routed to 

EDGA using the ALLB routing strategy. 

However, orders appended with fee 

code AA will now pay a fee of $0.0030. 

The Exchange does not propose to add 

a fee or rebate for removing liquidity for 

securities priced below $1.00. 

The Exchange also proposes to 

remove fee codes, I and RR. For orders 

in securities priced at $1.00 or above, 


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Federal Register / Vol. 89, No. 228 / Tuesday, November 26, 2024 / Notices 93375 

6The Exchange notes that there is no fee or rebate 

for removing liquidity for securities priced below 

$1.00. 7The term ‘‘EDGA Book’’ shall mean the Systems’ 

electronic file of order. See Rule 1.5(d). 8See SR–CboeEDGA–2024–042; see also, SR– 

CboeEDGA–2024–045. 9The inverted fee model is a pricing structure in 

which a market, such as an exchange, charges its 

participants a fee to provide liquidity in securities, 

and provides a rebate to participants that remove 

liquidity in securities. See SEC Market Structure 

Advisory Committee, Memorandum on ‘‘MakerTaker Fees on Equities Exchanges,’’ October 20, 

2015, available at: https://www.sec.gov/spotlight/ 

emsac/memo-maker-taker-fees-on-equitiesexchanges.pdf. 

10The maker-taker fee model is a pricing 

structure in which a market, such as an exchange, 

generally pays its members a per share rebate to 

provide (i.e., ‘‘make’’) liquidity in securities and 

assesses on them a fee to remove (i.e., ‘‘take’’) 

liquidity. Id. 11ROUC is a routing option under which an order 

checks the System for available shares and then is 

sent to destinations on the System routing table, 

Nasdaq OMX BX, and NYSE. If shares remain 

unexecuted after routing, they are posted on the 

EDGX Book, unless otherwise instructed by the 

User. See Rule 11.11(g)(1). 12 DIRC is a routing option under which an order 

checks the System for available shares, and then 

utilizes the DRT routing option to access alternative 

trading systems, as well as directed immediate or 

cancel/directed intermarket sweep orders (ISO) to 

access venues specified by the Member. 

13 15 U.S.C. 78f(b). 

14 15 U.S.C. 78f(b)(5). 

15 Id. 

16 15 U.S.C. 78f(b)(4). 

17The Exchange notes that prior to November 1, 

2024, there is no fee or rebate for removing liquidity 

from EDGA using routing option, ALLB, for 

securities priced below $1.00. Moreover, the 

Exchange is not proposing to add a fee or rebate for 

removing liquidity from EDGA using routing 

strategy, ALLB, for securities priced below $1.00. 

18See Cboe U.S. Equities Fee Schedules, EDGA 

Equities, ‘‘Standard Rates—Removing Liquidity’’ is 

$0.0030. 

19NYSE Arca charges a removal fee of $0.0030. 

See Section III—Standard Rates—Transactions 

(applicable when Tier Rates do not apply), 

Removing Liquidity, pg. 3, available at: https://

www.nyse.com/publicdocs/nyse/markets/nyse-arca/ 

NYSE_Arca_Marketplace_Fees.pdf; NYSE charges a 

removal fee of $0.0030 for orders that remove 

midpoint liquidity. See NYSE Stock Exchange Price 

List, ‘‘Equity per Share Charge—per transaction— 

MPL orders that remove liquidity from the NYSE 

(Adding Tier Credits do not apply) and with no 

Retail Modifier, as defined in Rule 13 (‘‘Retail 

Modifier’’)), pg. 5, available at https://

www.nyse.com/publicdocs/nyse/markets/nyse/ 

NYSE_Price_List.pdf; Nasdaq charges a removal fee 

of $0.0030. See Fees to Remove Liquidity, Shares 

Executed at or above $1.00, available at: https://

www.nasdaqtrader.com/Trader.aspx?id=

PriceListTrading2. 

orders routed to EDGA using the routing 

option, ROUC, and appended with fee 

code I, received a rebate 6 of $0.00160 

for removing liquidity from the EDGA 

Book.7 However, effective November 1, 

2024,8 EDGA will be transitioning from 

an inverted fee model 9 to a maker taker 

fee model.10 As such, orders routed to 

EDGA that remove liquidity will now be 

charged a remove fee for removing 

liquidity from the EDGA Book. 

Therefore, the Exchange has elected to 

discontinue this fee code as Members 

that utilize the ROUC11 strategy, and 

append their orders with fee code, I, 

will no longer receive a rebate for 

removing liquidity on EDGA, and EDGX 

does not desire to assess such orders a 

fee. 

Similarly, orders routed to EDGA 

using routing option, DIRC,12 received a 

rebate of $0.00160 for removing 

liquidity from the EDGA Book. Again, 

because EDGA will be transitioning to a 

maker-taker fee model, orders removing 

liquidity from the EDGA Book will no 

longer receive a rebate, but instead will 

be charged a remove fee. Therefore, the 

Exchange has chosen to discontinue this 

fee code, as users of the DIRC routing 

option that append their order with fee 

code, RR, and direct their orders to 

EDGA, will no longer receive a rebate 

for removing liquidity, and EDGX does 

not desire to assess such orders a fee. 

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.13 Specifically, 

the Exchange believes the proposed rule 

change is consistent with the Section 

6(b)(5) 14 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) 15 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) 16 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. 

Adjusting fee code AA from paying a 

rebate to assessing a removal fee, is 

necessary to reflect the economics of a 

maker-taker fee model. Prior to the 

November 1, 2024, orders entered onto 

EDGX, that were appended with fee 

code, AA, and were routed to EDGA 

using routing option ALLB, received a 

rebate 17 of $0.0016 for removing 

liquidity from the EDGA Book. 

However, given EDGA’s transition to a 

maker-taker fee model, orders that 

remove liquidity will now need to pay 

a liquidity removal fee, rather than 

receive a rebate. Accordingly, removal 

of the current $0.00160 rebate 

associated with fee code, AA, and 

implementation of a $0.0030 remove fee 

is appropriate and consistent with the 

economics of a maker-taker model, as 

well as the expectations of Members 

that remove liquidity from EDGA (i.e., 

Members would expect to pay a fee to 

remove liquidity). Moreover, the 

proposed fee is not unfairly 

discriminatory because it applies to all 

Members equally, in that all Members 

will pay the same fee for orders routed 

to EDGA using the ALLB routing 

strategy, and appended with fee code, 

AA. 

The Exchange further believes that its 

proposal to now charge a fee to orders 

appended with the fee code, AA, 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 

provides various rebates for liquidityadding orders, and the Exchange’s 

operations generally, in a manner that is 

consistent with the Exchange’s overall 

pricing philosophy of encouraging 

added liquidity. Moreover, the proposed 

fee ($0.0030 per share for securities 

priced above $1.00) is reasonable and 

appropriate because it is consistent with 

EDGA’s passthrough fee of $0.0030,18

and the remove fee assessed to the 

Exchange by other trading venues.19

The Exchange also believes that its 

proposal to remove fee codes I and RR, 

from the Fee Schedule, is reasonable, 

equitable, and not unfairly 

discriminatory as it does not change the 

fees or rebates assessed by the 

Exchange. Rather, these proposed 

changes merely remove fee codes that 

the Exchange no longer desires to 

support because EDGA’s transition to a 

maker-taker fee model would result in 

Members that utilize these fee codes 

being assessed a fee for removing 

liquidity, and this is contrary to what 

Members would expect when utilizing 

ROUC and DIRC, which are routing 

strategies typically used to achieve lowcost executions when removing 

liquidity. Moreover, the Exchange is not 

required to offer fee codes I and RR to 

its Members. Therefore, the proposed 

rule change is reasonably designed to 

update the Fee Schedule to accurately 

reflect the Exchange’s current product 


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93376 Federal Register / Vol. 89, No. 228 / Tuesday, November 26, 2024 / Notices 

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

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

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 101233 

(Oct. 2, 2024), 89 FR 81600. 

4 15 U.S.C. 78s(b)(2). 

5 15 U.S.C. 78s(b)(2). 

offerings and is designed to reduce any 

potential confusion regarding the 

routing of orders from EDGX to EDGA, 

using routing options ROUC or DIRC. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule changes will impose 

any burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act because the 

proposed rule change merely updates 

the Fee Schedule to reflect that fee code, 

AA, is now attached to a passthrough 

fee rather than payment of a rebate, as 

well as remove fee codes that the 

Exchange no longer wishes to, nor is 

required to, maintain. In this regard, the 

proposed changes are necessary and 

appropriate because they are designed 

to make the Fee Schedule more accurate 

and to reduce any potential confusion 

without having any impact on 

competition. 

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 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 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. 

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–2024–076 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–2024–076. 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–2024–076 and should be 

submitted on or before December 17, 

2024. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.22

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–27616 Filed 11–25–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–101663; File No. SR– 

CboeBZX–2024–091] 

Self-Regulatory Organizations; Cboe 

BZX Exchange, Inc.; Notice of 

Designation of a Longer Period for 

Commission Action on a Proposed 

Rule Change To List and Trade Shares 

of the Franklin Crypto Index ETF, a 

Series of the Franklin Crypto Trust, 

Under BZX Rule 14.11(e)(4), 

Commodity-Based Trust Shares 

November 20, 2024. 

On September 19, 2024, Cboe BZX 

Exchange, Inc. (‘‘BZX’’ or ‘‘Exchange’’) 

filed with the Securities and Exchange 

Commission (‘‘Commission’’), pursuant 

to Section 19(b)(1) of the Securities 

Exchange Act of 1934 (‘‘Act’’) 1 and Rule 

19b–4 thereunder,2 a proposed rule 

change to list and trade shares of the 

Franklin Crypto Index ETF, a series of 

the Franklin Crypto Trust, under BZX 

Rule 14.11(e)(4), Commodity-Based 

Trust Shares. The proposed rule change 

was published for comment in the 

Federal Register on October 8, 2024.3

The Commission has received no 

comment letters on the proposed rule 

change. 

Section 19(b)(2) of the Act 4 provides 

that within 45 days of the publication of 

notice of the filing of a proposed rule 

change, or within such longer period up 

to 90 days as the Commission may 

designate if it finds such longer period 

to be appropriate and publishes its 

reasons for so finding or as to which the 

self-regulatory organization consents, 

the Commission shall either approve the 

proposed rule change, disapprove the 

proposed rule change, or institute 

proceedings to determine whether the 

proposed rule change should be 

disapproved. The 45th day after 

publication of the notice for this 

proposed rule change is November 22, 

2024. The Commission is extending this 

45-day time period. 

The Commission finds it appropriate 

to designate a longer period within 

which to take action on the proposed 

rule change so that it has sufficient time 

to consider the proposed rule change 

and the issues raised therein. 

Accordingly, the Commission, pursuant 

to Section 19(b)(2) of the Act,5

designates January 6, 2025, as the date 

by which the Commission shall either 


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