Notice2022-25667
Self-Regulatory Organizations; Cboe EDGX Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend Its Fee Schedule
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Published
November 25, 2022
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 87 Issue 226 (Friday, November 25, 2022)</title>
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[Federal Register Volume 87, Number 226 (Friday, November 25, 2022)]
[Notices]
[Pages 72581-72585]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2022-25667]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-96356; File No. SR-CboeEDGX-2022-050]
Self-Regulatory Organizations; Cboe EDGX Exchange, Inc.; Notice
of Filing and Immediate Effectiveness of a Proposed Rule Change To
Amend Its Fee Schedule
November 18, 2022.
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 10, 2022, Cboe EDGX Exchange, Inc. (the ``Exchange'' or
``EDGX'') filed with the Securities and Exchange Commission
(``Commission'') the proposed rule change as described in Items I, II,
and III below, which Items have been prepared by the Exchange. The
Commission is publishing this notice to solicit comments on the
proposed rule change from interested persons.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
Cboe EDGX Exchange, Inc. (the ``Exchange'' or ``EDGX'') proposes to
amend its Fee Schedule. The text of the proposed rule change is
provided in Exhibit 5.
The text of the proposed rule change is also available on the
Exchange's website (<a href="http://markets.cboe.com/us/options/regulation/rule_filings/edgx/">http://markets.cboe.com/us/options/regulation/rule_filings/edgx/</a>), at the Exchange's Office of the Secretary, and at
the Commission's Public Reference Room.
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, the Exchange included statements
concerning the purpose of and basis for the proposed rule change and
discussed any comments it received on the proposed rule change. The
text of these statements may be examined at the places specified in
Item IV below. The Exchange has prepared summaries, set forth in
sections A, B, and C below, of the most significant aspects of such
statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
1. Purpose
The Exchange proposes to amend its Fee Schedule applicable to its
equities trading platform (``EDGX Equities'') as follows: (1) to amend
the standard rebate for orders yielding fee codes DM,\3\ HA,\4\ MM,\5\
or RP; \6\ (2) to introduce a new Growth Tier, a new Non-Displayed
Step-Up Volume Tier, and a new Retail Growth Tier; (3) to modify the
rebate under the Non-Displayed Add Volume Tier 2, and (4) to add
clarifying language to the
[[Page 72582]]
description of fee code X.\7\ The Exchange proposes to implement these
changes effective November 1, 2022.
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\3\ Fee code DM is appended on orders adding liquidity using the
midpoint discretionary order within discretionary range.
\4\ Fee code HA is appended to non-displayed orders adding
liquidity.
\5\ Fee code MM is appended to non-displayed orders adding
liquidity using the mid-point peg.
\6\ Fee code RP is appended to non-displayed orders adding
liquidity using the supplemental peg.
\7\ Fee code X is appended to routed orders.
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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,\8\ no single registered equities exchange has more than
15% 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. For orders in securities priced
below $1.00, the Exchange provides a standard rebate of $0.00009 per
share for orders that add liquidity and assesses a fee of 0.30% of the
total dollar value for orders that remove liquidity. Additionally, in
response to the competitive environment, the Exchange also offers
tiered pricing which provides Members opportunities to qualify for
higher rebates or reduced fees where certain volume criteria and
thresholds are met. Tiered pricing provides an incremental incentive
for Members to strive for higher tier levels, which provides
increasingly higher benefits or discounts for satisfying increasingly
more stringent criteria.
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\8\ See Cboe Global Markets, U.S. Equities Market Volume
Summary, Month-to-Date (October 24, 2022), available at <a href="https://www.cboe.com/us/equities/market_statistics/">https://www.cboe.com/us/equities/market_statistics/</a>.
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First, the Exchange proposes to reduce the rebate applied to
certain non-displayed orders. Specifically, the Exchange proposes to
reduce the rebate of $0.0010 per share to $0.0008 per share for orders
yielding fee code DM, HA, MM, or RP.
Second, the Exchange proposes to add two new tiers to the Add/
Remove Volume Tiers provided under footnote 1 of the Fee Schedule and
one new tier to the Retail Volume Tiers provided under footnote 2 of
the Fee Schedule. Specifically, the Exchange proses to adopt the Growth
Tier 5 and Non-Displayed Step-Up Volume Tier 3 under the footnote 1,
and the Retail Growth Tier 2 under footnote 2. The Growth Tiers, Non-
Displayed Step-Up Volume Tiers, and Retail Growth Tiers each provide an
enhanced rebate for Members' qualifying orders where a Member reaches
certain add volume-based criteria, including ``growing'' its volume
over a certain baseline month. The Growth Tiers are applicable to
liquidity adding orders yielding fee B,\9\ V,\10\ Y,\11\ 3,\12\ and
4,\13\ the Non-Displayed Step-Up Volume Tiers are applicable to non-
displayed orders yielding DM, HA, MM and RP, and the Retail Growth
Tiers are applicable to retail orders yielding fee codes ZA \14\ and
ZO.\15\ The proposed criteria for each of the proposed tiers is as
follows:
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\9\ Fee code B is appended to orders adding liquidity to EDGX in
Tape B securities.
\10\ Fee code V is appended to orders adding liquidity to EDGX
in Tape A securities.
\11\ Fee code Y is appended to orders adding liquidity to EDGX
in Tape C securities.
\12\ Fee code 3 is appended to orders adding liquidity to EDGX
in the pre and post market in Tapes A or C securities.
\13\ Fee code 4 is appended to orders adding liquidity to EDGX
in the pre and post market in Tape B securities.
\14\ Fee code ZA is appended liquidity adding retail orders.
\15\ Fee code ZO is appended to liquidity adding retail orders
in the pre and post market.
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(1) Member adds a Step-Up ADAV \16\ from October 2022 >=0.15% of
the TCV \17\ or Member adds a Step-Up ADAV from October 2022
>=15,000,000; and
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\16\ ADAV means average daily added volume calculated as the
number of shares added per day ADAV is calculated on a monthly
basis. Step-Up ADAV means ADAV in the relevant baseline month
subtracted from current ADAV.
\17\ TCV means total consolidated volume calculated as the
volume reported by all exchanges and trade reporting facilities to a
consolidated transaction reporting plan for the month for which the
fees apply.
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(2) Member has a total remove ADV >=0.45% of TCV or Member has a
total remove ADV >=45,000,000.
While the proposed criteria is the same for each of the proposed
new tiers, the Exchange proposes the following rebates: $0.0034 per
share to Members meeting Growth Tier 5, $0.0026 per share to Members
meeting Non-Displayed Step-Up Volume Tier 3, and $0.0037 per share to
Members meeting Retail Growth Tier 2. While the criteria of each of the
proposed tiers is identical, the Exchange proposes different rebates
for each of the tiers based on the type of order (i.e., liquidity
adding displayed orders, liquidity adding non-displayed orders, and
retail orders).
The Exchange next proposes to modify the Non-Displayed Add Volume
Tier 2 under footnote 1 of the Fee Schedule. Specifically, the Exchange
proposes to reduce the rebate from $0.0022 per share to $0.0020 per
share to orders meeting the required criteria. The Exchange proposes no
modifications to the required criteria of the tier.
Last, the Exchange proposes to clarify that fee code X is
applicable to routed orders that add or remove liquidity. When certain
fee codes were deleted from the Fee Schedule, the Exchange
simultaneously proposed to update fee code X to make clear that it
applies to all other routed orders that are not otherwise specified
under other fee codes in the Fee Schedule.\18\ However, the Exchange
did not make clear in the fee code table that fee code X is therefore
also applicable to orders that both add and remove liquidity.\19\
Therefore, the Exchange is now proposing to add such language to the
description of fee code X, as well as eliminate the reference to
``Removing'' liquidity in the Standard Rates header for the Routing
Liquidity column (which is applicable to fee code X).
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\18\ See Securities Exchange Act No. 91002 (January 27, 2021) 86
FR 7902 (February 2, 2021) (SR-CboeEDGX-2021-006).
\19\ Under the Transaction Fees section of the Fee Schedule,
bullet four provides ``[u]nless otherwise noted, all routing fees or
rebates in the Fee Codes and Associated Fees table are for removing
liquidity from the destination venue.''
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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.\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
[[Page 72583]]
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.
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\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).
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As described above, the Exchange operates in a highly competitive
market in which market participants can readily direct order flow to
competing venues if they deem fee levels at a particular venue to be
excessive or incentives to be insufficient. The Exchange believes that
its proposal to reduce the rebates applicable to fee codes DM, HA, MM,
and RP is fair, equitable, and reasonable because the proposed rebate
remains consistent with pricing offered by the Exchange's affiliates
and competitors and does not represent a significant departure from the
Exchange's general pricing structure. Specifically, the proposed rebate
applicable to fee code DM, HA, MM, and RP are in-line with the rebates
provided to similar non-displayed orders offered by the Nasdaq Stock
Market LLC (``Nasdaq''), which provides rebates ranging from $0.0010
(Tape C securities) to $0.0014 (Tape A and B securities) for similar
orders.\24\ Therefore, the Exchange believes the proposed rebates
associated with fee codes DM, HA, MM, and RP remain consistent with
pricing previously offered by the Exchange and other exchanges and does
not represent a significant departure from such pricing.
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\24\ See ``Rebate to Add Non-Displayed Midpoint Liquidity
(excluding buy (sell) orders with Midpoint pegging that receive an
execution price that is lower (higher) than the midpoint of the
NBBO'' for firms that add less than 1 million shares of midpoint
liquidity on the Nasdaq fee schedule at <a href="http://nasdaqtrader.com/Trader.aspx?id=PriceListTrading2">http://nasdaqtrader.com/Trader.aspx?id=PriceListTrading2</a>.
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The proposal to adopt the Growth Tier 5, Non-Displayed Step-Up
Volume Tier, and Retail Growth Tier 2 reflects a competitive pricing
structure designed to incentivize market participants to direct their
order flow to the Exchange, which the Exchange believes would enhance
market quality to the benefit of all Members. While the criteria of
each of the proposed tiers is identical, the Exchange proposes
different rebates for each of the tiers based on the type of order
(i.e., liquidity adding displayed orders, liquidity adding non-
displayed orders, and retail orders). Additionally, the Exchange notes
that relative volume-based incentives and discounts have been widely
adopted by exchanges,\25\ including the Exchange,\26\ and are
reasonable, equitable and non-discriminatory because they are open to
all Members on an equal basis and provide additional benefits or
discounts that are reasonably related to (i) the value to an exchange's
market quality and (ii) associated higher levels of market activity,
such as higher levels of liquidity provision and/or growth patterns.
Competing equity exchanges offer similar tiered pricing structures,
including schedules of rebates and fees that apply based upon members
achieving certain volume and/or growth thresholds, as well as assess
similar fees or rebates for similar types of orders, to that of the
Exchange.
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\25\ See, e.g., BZX Equities Fee Schedule, Footnote 1, Add/
Remove Volume Tiers.
\26\ See, e.g., EDGX Equities Fee Schedule, Footnote 1, Add/
Remove Volume Tiers.
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In particular, the Exchange believes the proposed new tiers and the
proposed change to reduce the rebate for Non-Displayed Add Volume Tier
2 are reasonable because they will be available to all Members and
provide all Members with an additional opportunity to receive an
enhanced rebate. The Exchange further believes the proposed Growth Tier
5, Non-Displayed Step-Up Volume Tier, and Retail Growth Tier 2 as well
as the existing Non-Displayed Add Volume Tier will provide a reasonable
means to encourage liquidity adding displayed orders, liquidity adding
non-displayed orders, and retail orders, respectively, in Members'
order flow to the Exchange and to incentivize Members to continue to
provide liquidity adding volume to the Exchange by offering them an
additional opportunity to receive an enhanced rebate on qualifying
orders. An overall increase in activity would deepen the Exchange's
liquidity pool, offers additional cost savings, support the quality of
price discovery, promote market transparency and improve market
quality, for all investors.
The Exchange believes that the proposed changes are reasonable as
it does not represent a significant departure from the criteria
currently offered in the Fee Schedule. Specifically, the proposed new
tiers have criteria similar to the existing Growth Tier 4, albeit with
more stringent criteria that applies at the Member level rather than
the MPID level. Nonetheless, the Exchange believes that the enhanced
rebates under the proposed new tiers and the Non-Displayed Add Volume
Tier are commensurate with the criteria and the type of order flow
associated with the applicable tier by allowing for Member level
activity to become eligible for the rebate instead of only MPID level
activity. The Exchange also believes that the proposal represents an
equitable allocation of fees and rebates and is not unfairly
discriminatory because all Members will be eligible for the proposed
new tiers and have the opportunity to meet the tiers' criteria and
receive the corresponding enhanced rebate if such criteria is met.
Without having a view of activity on other markets and off-exchange
venues, the Exchange has no way of knowing whether this proposed rule
change would definitely result in any Members qualifying the new
proposed tiers. While the Exchange has no way of predicting with
certainty how the proposed changes will impact Member activity, based
on the prior months volume, the Exchange anticipates that at least one
Member will be able to satisfy the criteria proposed under each
proposed new tier. 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.
Finally, the Exchange believes the proposal to modify fee code X to
explicitly provide that it is applicable to routed orders that add and
remove liquidity on the destination exchange is not designed to permit
unfair discrimination between customers, issuers, brokers, or dealers.
Specifically, the proposal is intended only to make a clarifying change
to the Fee Schedule and involves no substantive change.
B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does not believe that the proposed rule change will
impose any burden on competition that is not necessary or appropriate
in furtherance of the purposes of the Act. Rather, as discussed above,
the Exchange believes that the proposed changes would encourage the
submission of additional order flow to a public exchange, thereby
promoting market depth, execution incentives and enhanced execution
opportunities, as well as price discovery and transparency for all
Members. As a result, the Exchange believes that the proposed changes
further the Commission's goal in adopting Regulation NMS of fostering
competition among orders, which promotes ``more efficient pricing of
[[Page 72584]]
individual stocks for all types of orders, large and small.''
The Exchange believes the proposed rule changes do not impose any
burden on intramarket competition that is not necessary or appropriate
in furtherance of the purposes of the Act. Particularly, the proposed
change to the Non-Displayed Add Volume Tier 2 and the proposed new
Growth Tier 5, Non-Displayed Step-Up Volume Tier, and Retail Growth
Tier 2 will apply to all Members equally in that all Members are
eligible for each of the Tiers, have a reasonable opportunity to meet
the Tiers' criteria and will receive the enhanced rebate on their
qualifying orders if such criteria is met. The Exchange does not
believe the proposed changes burdens competition, but rather, enhances
competition as it is intended to increase the competitiveness of EDGX
by amending an existing pricing incentive and adopting pricing
incentives in order to attract order flow and incentivize participants
to increase their participation on the Exchange, providing for
additional execution opportunities for market participants and improved
price transparency. Greater overall order flow, trading opportunities,
and pricing transparency benefits all market participants on the
Exchange by enhancing market quality and continuing to encourage
Members to send orders, thereby contributing towards a robust and well-
balanced market ecosystem.
The Exchange does not believe the proposal to decrease the rebate
associated with fee codes DM, HA, MM, or RP represent a significant
departure from previous pricing offered by the Exchange or pricing
offered by the Exchange's competitors. Members may opt to disfavor the
Exchange's pricing if they believe that alternatives offer them better
value. Accordingly, the Exchange does not believe that the proposed
change will impair the ability of Members or competing venues to
maintain their competitive standing in the financial markets.
Next, the Exchange believes the proposed rule changes does not
impose any burden on intermarket competition that is not necessary or
appropriate in furtherance of the purposes of the Act. As previously
discussed, the Exchange operates in a highly competitive market.
Members have numerous alternative venues that they may participate on
and direct their order flow, including other equities exchanges, off-
exchange venues, and alternative trading systems. Additionally, the
Exchange represents a small percentage of the overall market. Based on
publicly available information, no single equities exchange has more
than 15% of the market share.\27\ Therefore, no exchange possesses
significant pricing power in the execution of order flow. Indeed,
participants can readily choose to send their orders to other exchange
and off-exchange venues if they deem fee levels at those other venues
to be more favorable. Moreover, the Commission has repeatedly expressed
its preference for competition over regulatory intervention in
determining prices, products, and services in the securities markets.
Specifically, in Regulation NMS, the Commission highlighted the
importance of market forces in determining prices and SRO revenues and,
also, recognized that current regulation of the market system ``has
been remarkably successful in promoting market competition in its
broader forms that are most important to investors and listed
companies.'' \28\ 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 broker-dealers that act as their order-routing
agents, have a wide range of choices of where to route orders for
execution'; [and] `no exchange can afford to take its market share
percentages for granted' because `no exchange possesses a monopoly,
regulatory or otherwise, in the execution of order flow from broker
dealers'. . . .''.\29\ Accordingly, the Exchange does not believe its
proposed fee change imposes any burden on competition that is not
necessary or appropriate in furtherance of the purposes of the Act.
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\27\ Supra note 8.
\28\ See Securities Exchange Act Release No. 51808 (June 9,
2005), 70 FR 37496, 37499 (June 29, 2005).
\29\ NetCoalition v. SEC, 615 F.3d 525, 539 (DC Cir. 2010)
(quoting Securities Exchange Act Release No. 59039 (December 2,
2008), 73 FR 74770, 74782-83 (December 9, 2008) (SR-NYSEArca-2006-
21)).
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Finally, the Exchange believes its proposal to clarify that fee
code X is applicable to liquidity adding and removing orders will have
no impact on competition as it involves no substantive change to the
existing Fee Schedule.
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 \30\ and paragraph (f) of Rule 19b-4 \31\
thereunder. At any time within 60 days of the filing of the proposed
rule change, the Commission summarily may temporarily suspend such rule
change if it appears to the Commission that such action is necessary or
appropriate in the public interest, for the protection of investors, or
otherwise in furtherance of the purposes of the Act. If the Commission
takes such action, the Commission will institute proceedings to
determine whether the proposed rule change should be approved or
disapproved.
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\30\ 15 U.S.C. 78s(b)(3)(A).
\31\ 17 CFR 240.19b-4(f).
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IV. Solicitation of Comments
Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:
Electronic Comments
<bullet> Use the Commission's internet comment form (<a href="http://www.sec.gov/rules/sro.shtml">http://www.sec.gov/rules/sro.shtml</a>); or
<bullet> Send an email to <a href="/cdn-cgi/l/email-protection#bbc9ced7de96d8d4d6d6ded5cfc8fbc8ded895dcd4cd"><span class="__cf_email__" data-cfemail="b2c0c7ded79fd1dddfdfd7dcc6c1f2c1d7d19cd5ddc4">[email protected]</span></a>. Please include
File Number SR-CboeEDGX-2022-050 on the subject line.
Paper Comments
<bullet> 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-2022-050. 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 (<a href="http://www.sec.gov/rules/sro.shtml">http://www.sec.gov/rules/sro.shtml</a>).
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
[[Page 72585]]
printing in the Commission's Public Reference Room, 100 F Street NE,
Washington, DC 20549, on official business days between the hours of
10:00 a.m. and 3:00 p.m. Copies of the filing also will be available
for inspection and copying at the principal office of the Exchange. All
comments received will be posted without change. Persons submitting
comments are cautioned that we do not redact or edit personal
identifying information from comment submissions. You should submit
only information that you wish to make available publicly. All
submissions should refer to File Number SR-CboeEDGX-2022-050 and should
be submitted on or before December 16, 2022.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\32\
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\32\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2022-25667 Filed 11-23-22; 8:45 am]
BILLING CODE 8011-01-P
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