Federal Register / Vol. 89, No. 236 / Monday, December 9, 2024 / Notices 97673 

109For purposes only of waiving the 30-day 

operative delay, the Commission has considered the 

proposed rule change’s impact on efficiency, 

competition, and capital formation. See 15 U.S.C. 

78c(f). 

110 15 U.S.C. 78s(b)(2)(B). 111 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

system in accordance with Exchange 

Act Section 6(b)(5). 

Further, the Exchange stated that 

waiver of the operative delay would be 

consistent with the protection of 

investors and the public interest 

because such waiver would allow the 

Exchange to immediately harmonize its 

supervision rule with the FINRA rule on 

which it is based without delay, thereby 

eliminating the possibility of a 

significant regulatory gap between the 

FINRA and Exchange rules, providing 

more uniform inspection standards 

across the securities industry, and 

helping to avoid confusion for Exchange 

Members that are also FINRA members. 

For these reasons, the Commission 

believes that waiver of the 30-day 

operative delay for this proposed rule 

change is consistent with the protection 

of investors and the public interest. 

Accordingly, the Commission hereby 

waives the 30-day operative delay and 

designates the proposed rule change 

operative upon filing.109

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 shall institute proceedings 

under Section 19(b)(2)(B) 110 of the Act 

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. 

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– 

MIAX–2024–44 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–MIAX–2024–44. 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–MIAX–2024–44 and should 

be submitted on or before December 30, 

2024. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.111

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–28769 Filed 12–6–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

Sunshine Act Meetings 

TIME AND DATE: 2:00 p.m. on Thursday, 

December 12, 2024. 

PLACE: The meeting will be held via 

remote means and/or at the 

Commission’s headquarters, 100 F 

Street NE, Washington, DC 20549. 

STATUS: This meeting will be closed to 

the public. 

MATTERS TO BE CONSIDERED: 

Commissioners, Counsel to the 

Commissioners, the Secretary to the 

Commission, and recording secretaries 

will attend the closed meeting. Certain 

staff members who have an interest in 

the matters also may be present. 

In the event that the time, date, or 

location of this meeting changes, an 

announcement of the change, along with 

the new time, date, and/or place of the 

meeting will be posted on the 

Commission’s website at https://

www.sec.gov. 

The General Counsel of the 

Commission, or her designee, has 

certified that, in her opinion, one or 

more of the exemptions set forth in 5 

U.S.C. 552b(c)(3), (5), (6), (7), (8), 9(B) 

and (10) and 17 CFR 200.402(a)(3), 

(a)(5), (a)(6), (a)(7), (a)(8), (a)(9)(ii) and 

(a)(10), permit consideration of the 

scheduled matters at the closed meeting. 

The subject matter of the closed 

meeting will consist of the following 

topics: 

Institution and settlement of 

injunctive actions; 

Institution and settlement of 

administrative proceedings; 

Resolution of litigation claims; and 

Other matters relating to examinations 

and enforcement proceedings. 

At times, changes in Commission 

priorities require alterations in the 

scheduling of meeting agenda items that 

may consist of adjudicatory, 

examination, litigation, or regulatory 

matters. 

CONTACT PERSON FOR MORE INFORMATION: 

For further information, please contact 

Vanessa A. Countryman from the Office 

of the Secretary at (202) 551–5400. 

Authority: 5 U.S.C. 552b. 

Dated: December 5, 2024. 

J. Matthew DeLesDernier, 

Deputy Secretary. 

[FR Doc. 2024–28987 Filed 12–5–24; 4:15 pm] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–101802; File No. SR– 

CboeBZX–2024–115] 

Self-Regulatory Organizations; Cboe 

BZX Exchange, Inc.; Notice of Filing 

and Immediate Effectiveness of a 

Proposed Rule Change To Amend its 

Fee Schedule Relating to Fee Codes 

and Volume Tiers 

December 3, 2024. 

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

Securities Exchange Act of 1934 

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


ddrumheller on DSK120RN23PROD with NOTICES1
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3The Exchange initially filed the proposed fee 

change on November 1, 2024 (SR–CboeBZX–2024– 

110). On November 14, 2024, the Exchange 

withdrew SR–CboeBZX–2024–110 and submitted 

SR–CboeBZX–2024–114. On November 20, 2024, 

the Exchange withdrew SR–CboeBZX–2024–114, 

and submitted this filing. 

4See Cboe Global Markets, U.S. Equities Market 

Volume Summary, Month-to-Date (June 21, 2024), 

available at https://www.cboe.com/us/equities/ 

market_statistics/. 

5See BZX Equities Fee Schedule, Standard Rates, 

available at: . 

6 Id. 

7Fee code B is appended to displayed orders that 

add liquidity to BZX (Tape B). Orders appended 

with fee code, B, for securities priced below $1.00 

neither pay a fee nor receive a rebate. 

8Fee code V is appended to displayed orders that 

add liquidity to BZX (Tape A). Orders appended 

with fee code, B, for securities priced below $1.00 

neither pay a fee nor receive a rebate 

9Fee code Y is appended to displayed orders that 

add liquidity to BZX (Tape C). Orders appended 

with fee code, B, for securities priced below $1.00 

neither pay a fee nor receive a rebate 

10ADAV means average daily added volume 

calculated as the number of shares added per day, 

calculated on a monthly basis. 

11TCV 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 

fees apply. 

notice is hereby given that on November 

20, 2024, Cboe BZX Exchange, Inc. 

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

‘‘Exchange’’ or ‘‘BZX’’) proposes to 

amend its Fee Schedule. The text of the 

proposed rule change is provided in 

Exhibit 5. 

The text of the proposed rule change 

is also available on the Exchange’s 

website (http://markets.cboe.com/us/ 

equities/regulation/rule_filings/BZX/), 

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 Fee 

Schedule applicable to its equities 

trading platform by: (i) updating the 

criteria for BZX Add Volume Tier 3 and 

Add Volume Tier 5; (ii) removing the 

rebate and implementing a fee for fee 

code, AA; and (iii) removing fee code, 

BJ.3

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,4 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.5 For 

orders in securities priced below $1.00, 

the Exchange does not provide a rebate 

for orders that add liquidity and 

assesses a fee of 0.30% of the total 

dollar value for orders that remove 

liquidity.6 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. 

Add/Remove Volume Tiers 

Under footnote 1 of the Fee Schedule, 

the Exchange offers various Add/ 

Remove Volume Tiers. In particular, the 

Exchange offers nine Add/Remove 

Volume Tiers that each provide an 

enhanced rebate for Members’ 

qualifying orders yielding fee codes B,7

V,8 and Y,9 where a Member reaches a 

certain volume-based criteria offered in 

each tier. 

The Exchange now proposes to 

update the criteria for Add Volume Tier 

3, as follows: 

• The current Add Volume Tier 3 

provides an enhanced rebate of $0.0027 

per share in securities priced at or above 

$1.00 to qualifying orders (i.e., orders 

yielding fee codes B, V, or Y), where a 

Member has an ADAV 10 as a percentage 

of TCV 11 ≥ 0.30% or a Member has an 

ADAV ≥ 35,000,000. 

Now, the Exchange proposes to 

amend the second prong of criteria in 

proposed Add Volume tier 3 by 

reducing the ADAV requirement. The 

proposed criteria are as follows: 

• Proposed Add Volume Tier 3 

provides an enhanced rebate of $0.0027 

per share in securities price at or above 

$1.00 to qualifying orders (i.e., orders 

yielding fee codes B, V, or Y), where a 

Member has an ADAV as percentage of 

TCV ≥ 0.30% or a Member has an ADAV 

≥ 30,000,000 (as compared to 

35,000,000). 

In addition, the Exchange also 

proposes to update the criteria for Add 

Volume Tier 5, as follows: 

• The current Add Volume Tier 5 

provides an enhanced rebate of $0.0029 

per share in securities priced at or above 

$1.00 to qualifying orders (i.e., orders 

yielding fee codes B, V, or Y), where a 

Member has an ADAV as a percentage 

of TCV ≥ 0.35% or a Member has an 

ADAV ≥ 40,000,000. 

Now, the Exchange proposes to 

amend the second prong of criteria in 

proposed Add Volume Tier 5 by 

reducing the ADAV requirement. The 

proposed criteria are as follows: 

• Proposed Add Volume Tier 5 

provides an enhanced rebate of $0.0029 

per share in securities priced at or above 

$1.00 to qualifying orders (i.e., orders 

yielding fee codes B, V, or Y), where a 

Member has an ADAV as a percentage 

of TCV ≥ 0.35% or a Member has an 

ADAV ≥ 35,000,000 (as compared to 

40,000,000). 


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12The Exchange notes for securities priced below 

$1.00, there is no fee or rebate for removing 

liquidity from EDGA using the ALLB routing 

strategy. 

13ALLB is a routing option under which an order 

checks the System for available shares and is then 

sent to Cboe BZX Exchange, Inc., Cboe EDGA 

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

in accordance with the System routing table. If 

shares remain unexecuted after routing, they are 

posted on the BZX Book, unless otherwise 

instructed by the User. See Rule 11.13(b)(3)(O). 

14For securities priced below $1.00, there is no 

fee or rebate. 

15TRIM is a routing strategy under which an 

order checks EDGA for available shares if so 

instructed by the entering User, and then is sent to 

destinations on the applicable System routing table. 

See generally Rule 11.13(b)(3)(G). 

16SLIM is a routing strategy under which an 

order checks EDGA for available shares if so 

instructed by the entering User, and then is sent to 

destinations on the applicable System routing table. 

See generally Rule 11.13(b)(3)(G). 

17See SR–CboeEDGA–2024–042; see also, SR– 

CboeEDGA–2024–045. 

18The 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. 

19The 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. 

20 15 U.S.C. 78f(b). 

21 15 U.S.C. 78f(b)(5). 

22 Id. 

23 15 U.S.C. 78f(b)(4). 

24See e.g., EDGX Equities Fee Schedule, Footnote 

1, Add/Remove Volume Tiers. 

25See e.g., BZX Equities Fee Schedule, Footnote 

1, Add/Remove Volume Tiers. 

The proposed amended ADAV 

requirements for Add Volume Tier 3 

and Add Volume Tier 5 are intended to 

incentivize Members 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 to 

increase transactions and take execution 

opportunities provided by such 

increased liquidity, together 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. While 

the proposed criteria in Add Volume 

Tier 3 and Add Volume Tier 5 is less 

difficult to achieve than the current 

criteria, the revised criteria continue to 

remain commensurate with rebates 

(which remain unchanged) that will be 

paid to a Member satisfying the 

proposed criteria. 

Fee Codes 

The Exchange also proposes to modify 

the rebate for fee code, AA. The 

proposed changes are as follows: 

• For securities priced above $1.00,12

fee code AA is appended to orders that 

are routed to EDGA using the ALLB13

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 code, BJ. For securities 

priced above $1.00,14 fee code BJ is 

currently appended to orders that are 

routed to EDGA using the TRIM 15 or 

SLIM 16 routing strategies. Currently, 

orders appended with fee code, BJ, 

receive a rebate of $0.0016. However, 

effective November 1, 2024,17 EDGA 

will be transitioning from an inverted 

fee model 18 to a maker taker fee 

model.19 As such, orders that remove 

liquidity from EDGA will pay a remove 

fee, rather than receive a rebate. Because 

Members typically utilize routing 

options TRIM and SLIM, and fee code 

BJ, to seek low-cost executions, it does 

not make sense to maintain fee code, BJ, 

as Members would not expect to pay a 

fee for removing liquidity from EDGA. 

Therefore, the Exchange proposes to 

discontinue this fee code, as it is no 

longer necessary, and BZX does not 

desire to charge such orders a fee for 

removing liquidity from EDGA. 

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.20 Specifically, 

the Exchange believes the proposed rule 

change is consistent with the Section 

6(b)(5) 21 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) 22 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) 23 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. 

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 

adjust the criteria to Add Volume Tier 

3 and Add Volume Tier 5 reflects a 

competitive pricing structure designed 

to incentivize current levels of liquidity 

provision, as well as encourage 

Members to add even more volume on 

the Exchange, by offering Members an 

enhanced rebated for reaching a reduced 

ADAV volume threshold Tier 3, 

30,000,000 compared to 35,000,000; 

Tier 5: 40,000,000 compared to 

45,000,000). In turn, such liquidity 

provision will help contribute to a 

deeper and more liquid market, which 

benefits all market participants and 

provides greater execution opportunities 

on the Exchange. 

Additionally, the Exchange notes that 

relative volume-based incentives and 

discounts have been widely adopted by 

exchanges,24 including the Exchange,25

and are reasonable, equitable and nondiscriminatory 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. 

The Exchange believes that its 

proposal to update the criteria for Add 

Volume Tier 3 and Add Volume Tier 5 


ddrumheller on DSK120RN23PROD with NOTICES1
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26Supra note 3. 

27See Securities Exchange Act Release No. 51808 

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

is reasonable as the proposed criteria 

does 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 Add 

Volume Tier 3 and Add Volume Tier 5 

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 offexchange venues, the Exchange has no 

way of knowing whether this proposed 

rule change would definitively result in 

any Members qualifying for proposed 

Add Volume Tier 3 and Add Volume 

Tier 5. While the Exchange has no way 

of predicting with certainty how the 

proposed changes will impact Member 

activity, based on the prior month’s 

volume, the Exchange anticipates that at 

least one Member will be able to satisfy 

the proposed Add Volume Tier 3 and 

Add Volume Tier 5. 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. 

Adjusting fee code AA and removing 

fee code, BJ, is necessary to reflect the 

transition of EDGA to a maker-taker fee 

model, effective November 1, 2024. 

Prior to the November 1, 2024, orders 

entered onto BZX, that were appended 

with fee code, AA, and were routed to 

EDGA using routing option ALLB, 

received a rebate of $0.0016 for 

removing liquidity from the EDGA Book 

for securities priced at or above $1.00. 

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 $0.0016 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 also believes that its 

removal of fee code, BJ, is reasonable, 

equitable, and not unfairly 

discriminatory as it does not change the 

fees or rebates assessed by the 

Exchange, but rather updates the BZX 

Fee Schedule to remove a fee code that 

the Exchange no longer desires to, nor 

is required to, offer to its Members. 

Therefore, the proposed rule change is 

reasonably designed to update the Fee 

Schedule to accurately reflect the 

Exchange’s current product offerings 

and is designed to reduce any potential 

confusion regarding the routing of 

orders with fee code, BJ, from BZX to 

EDGA. Furthermore, as noted above, 

orders appended with fee code, BJ, 

entered onto BZX and routed to EDGA 

using the routing option TRIM or SLIM, 

previously received a rebate of $0.0016 

for removing liquidity from the EDGA 

Book. However, effective November 1, 

2024, EDGA transitioned from an 

inverted fee model to a maker taker fee 

model. As such, orders that remove 

liquidity from EDGA will pay a remove 

fee, rather than receive a rebate. Because 

Members typically utilize routing 

options TRIM and SLIM, and fee code 

BJ, to seek low-cost executions, it does 

not make sense to maintain the BJ fee 

code, as Members utilizing this fee code 

would not expect to pay a fee for 

removing liquidity from EDGA. 

Therefore, the Exchange proposes to 

discontinue this fee code, as it is no 

longer necessary, and BZX does not 

desire to charge such orders a fee for 

removing liquidity from EDGA. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed changes 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 modifications to Add 

Volume Tier 3 and Add Volume Tier 5 

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. 

Additionally, the proposed changes to 

Add Volume Tier 3 and Add Volume 

Tier 5 do not impose any burden on 

intramarket competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. Particularly, 

the Exchange’s proposal to modify the 

criteria for Add Volume Tier 3 and Add 

Volume Tier applies to all Members 

equally. All Members will be eligible for 

the modified tier and have a reasonable 

opportunity to meet the proposed tier’s 

reduced criteria and receive the 

enhanced rebate on their qualifying 

orders if such criteria is met. In 

addition, the Exchange does not believe 

the proposed changes to Add Volume 

Tier 3 and Add Volume Tier 5 burden 

competition, but rather, enhance 

competition as these changes are 

intended to increase the 

competitiveness of BZX by amending 

existing pricing incentives in order to 

attract order flow and incentivize 

participants to increase their 

participation on the Exchange, 

providing for additional execution 

opportunities for market participants 

and improved price transparency. 

Greater overall order flow, trading 

opportunities, and pricing transparency 

benefits all market participants on the 

Exchange by enhancing market quality 

and continuing to encourage Members 

to send orders, thereby contributing 

towards a robust and well-balanced 

market ecosystem. 

Furthermore, the Exchange believes 

the proposed changes to Add Volume 

Tier 3 and Add Volume Tier 5 do 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.26

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 offexchange 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.’’ 27 The 

fact that this market is competitive has 


ddrumheller on DSK120RN23PROD with NOTICES1
Federal Register / Vol. 89, No. 236 / Monday, December 9, 2024 / Notices 97677 

28NetCoalition 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)). 

29 15 U.S.C. 78s(b)(3)(A). 

30 17 CFR 240.19b–4(f). 31 17 CFR 200.30–3(a)(12). 

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’. . . .’’.28 Accordingly, the 

Exchange does not believe its proposed 

fee changes impose any burden on 

competition that is not necessary or 

appropriate in furtherance of the 

purposes of the Act. 

The Exchange does not believe that 

the proposed adjustment to the AA fee 

will impose any burden on competition 

that is not necessary or appropriate in 

furtherance of the purposes of the Act. 

Given EDGA’s transition to a makertaker fee model, orders that remove 

liquidity will now need to pay a 

liquidity removal fee, rather than 

receive a rebate. Accordingly, removing 

the current $0.0016 rebate associated 

with fee code, AA, and implementing 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 also believes that its 

removal of fee code, BJ, is reasonable, 

equitable, and not unfairly 

discriminatory as it does not change the 

fees or rebates assessed by the 

Exchange, but rather updates the BZX 

Fee Schedule to remove a fee code that 

the Exchange no longer desires to, nor 

is required to, offer to its Members. 

Therefore, the proposed rule change is 

reasonably designed to update the Fee 

Schedule to accurately reflect the 

Exchange’s current product offerings 

and is designed to reduce any potential 

confusion regarding the routing of 

orders with fee code, BJ, from BZX to 

EDGA. Furthermore, as noted above, 

orders appended with fee code, BJ, 

entered onto BZX and routed to EDGA 

using the routing option TRIM or SLIM, 

previously received a rebate of $0.0016 

for removing liquidity from the EDGA 

Book. However, effective November 1, 

2024, EDGA transitioned from an 

inverted fee model to a maker taker fee 

model. As such, orders that remove 

liquidity from EDGA will pay a remove 

fee, rather than receive a rebate. Because 

Members typically utilize routing 

options TRIM and SLIM, and fee code 

BJ, to seek low-cost executions, it does 

not make sense to maintain the BJ fee 

code, as Members utilizing this fee code 

would not expect to pay a fee for 

removing liquidity from EDGA. 

Therefore, the Exchange proposes to 

discontinue this fee code, as it is no 

longer necessary, and BZX does not 

desire to charge such orders a fee for 

removing liquidity from EDGA. 

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 29 and paragraph (f) of Rule 

19b–4 30 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– 

CboeBZX–2024–115 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–CboeBZX–2024–115. 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–CboeBZX–2024–115 and should be 

submitted on or before December 30, 

2024. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.31

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–28768 Filed 12–6–24; 8:45 am] 

BILLING CODE 8011–01–P 


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