Notice2023-16122
Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend Its Fee Schedule
Primary source
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Published
July 31, 2023
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 88 Issue 145 (Monday, July 31, 2023)</title>
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[Federal Register Volume 88, Number 145 (Monday, July 31, 2023)]
[Notices]
[Pages 49518-49521]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2023-16122]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-97977; File No. SR-CboeBZX-2023-049]
Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of
Filing and Immediate Effectiveness of a Proposed Rule Change To Amend
Its Fee Schedule
July 25, 2023.
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 July 12, 2023, 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.
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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 BZX Exchange, Inc. (the ``Exchange'' or ``BZX'' or ``BZX
Equities'') 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/equities/regulation/rule_filings/bzx/">http://markets.cboe.com/us/equities/regulation/rule_filings/bzx/</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 (``BZX Equities'') as follows: (1) adopt a
new Add Volume Tier and renumber the remaining tiers; (2) adopt a new
Step-Up Tier; and (3) modifying the rates associated with certain fee
codes. The Exchange proposes to implement the proposed change to its
fee schedule on July 3, 2023.\3\
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\3\ The Exchange initially filed the proposed fee change on June
30, 2023 (SR-CboeBZX-2023-045). On July 12, 2023, the Exchange
withdrew that proposal and submitted this proposal.
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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
Exchange Act, to which market participants may direct their order flow.
Based on publicly available information,\4\ 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
[[Page 49519]]
exchange possesses significant pricing power in the execution of order
flow. The Exchange in particular operates a ``Maker-Taker'' model
whereby it pays credits 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 or assess a fee for orders that add liquidity and assesses a
fee of 0.30% of 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.
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\4\ See Cboe Global Markets, U.S. Equities Market Volume
Summary, Month-to-Date (June 22, 2023), available at <a href="https://www.cboe.com//equities/market_statistics/">https://www.cboe.com//equities/market_statistics/</a>.
\5\ See BZX Equities Fee Schedule, Standard Rates.
\6\ Id.
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Add Volume Tiers
Pursuant to footnote 1 of the Fee Schedule, the Exchange currently
offers various Add/Remove Volume Tiers. In particular, the Exchange
offers seven Add Volume Tiers that provide Members an opportunity to
receive enhanced rebates for orders yielding fee codes B,\7\ V,\8\ and
Y \9\ where a Member reaches certain add volume-based criteria offered
in each tier. The Exchange now proposes to introduce a new Add Volume
Tier 4 and renumber existing Add Volume Tiers 4-7. The proposed
criteria of new Add Volume Tier 4 is as follows:
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\7\ Orders yielding Fee Code ``B'' are displayed orders adding
liquidity to BZX (Tape B).
\8\ Orders yielding Fee Code ``V'' are displayed orders adding
liquidity to BZX (Tape A).
\9\ Orders yielding Fee Code ``Y'' are displayed orders adding
liquidity to BZX (Tape C).
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<bullet> Proposed Add Volume Tier 4 will provide a rebate of
$0.0028 per share for qualifying orders (i.e., orders yielding fee
codes B, V, or Y) where (1) Member is enrolled in at least 50 BZX-
listed LMP Securities \10\ for which it meets the following criteria
for at least 50% of the trading days in the applicable month: (i)
Member has an NBBO Time \11\ >=15% or an NBBO Size Time \12\ >=25%; and
(ii) Member has a Displayed Size Time \13\ >=90%; and (2) Member is
enrolled in at least 30 LMM Securities; \14\ and (3) Member has an ADAV
as a percentage of TCV \15\ >=0.15%.
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\10\ ``LMP Securities'' means a list of securities included in
the Liquidity Management Program, the universe of which will be
determined by the Exchange and published in a circular distributed
to Members and on the Exchange's website. Such LMP Securities will
include all Cboe-listed ETPs and certain non-Cboe listed-ETPs for
which the Exchange wants to incentive Members to provide enhanced
market quality. All Cboe-listed securities will be LMP Securities
immediately upon listing on the Exchange. The Exchange will not
remove a security from the list of LMP Securities without 30 days
prior notice.
\11\ ``NBBO Time'' means the average of the percentage of time
during regular trading hours during which the Member maintains at
least 100 shares at each of the NBB and NBO.
\12\ ``NBBO Size Time'' means the percentage of time during
regular trading hours during which there are size-setting quotes at
the NBBO on the Exchange.
\13\ ``Displayed Size Time'' means the percentage of time during
regular trading hours during which the Member maintains at least
2,500 displayed shares on the bid and separately maintains at least
2,500 displayed shares on the offer that are priced no more than 2%
away from the NBB and NBO, respectively.
\14\ ``LMM Securities'' are BZX-listed securities for which a
Lead Market Maker (``LMM'') for which the Member is the LMM.
\15\ ``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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The Exchange's proposal to introduce a new Add Volume Tier 4 is
designed to provide Members with an additional way in which to receive
an enhanced rebate if certain criteria are satisfied, specifically by
incentivizing additional volume in securities identified by the
Exchange, including BZX-listed securities. The Exchange believes that
by introducing proposed Add Volume Tier 4 Members are incentivized to
add displayed volume on the Exchange, thereby contributing to a deeper
and more liquid market, which benefits all market participants and
provides greater execution opportunities on the Exchange.
Step-Up Tiers
Pursuant to footnote 2 of the Fee Schedule, the Exchange currently
offers two Step Up Tiers that provide Members an opportunity to receive
an enhanced rebate from the standard rebate for liquidity adding orders
that yield fee codes B, V, and Y where they increase their relative
liquidity each month over a predetermined baseline. The Exchange now
proposes to add a new Step-Up Tier 1. Proposed Step-Up Tier 1 would
provide for the following:
<bullet> Proposed Step-Up Tier 1 would offer an enhanced rebate of
$0.0028 per share for qualifying orders (i.e., orders yielding fee
codes B, V, or Y) where Member has a Step-Up ADAV \16\ from June 2023
>=10,000,000.
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\16\ ``Step-Up ADAV'' means ADAV in the relevant baseline month
subtracted from current ADAV.
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Additionally, the Exchange notes that Proposed Step-Up Tier 1 will
expire no later than September 30, 2023, which the Exchange will
indicate on the Exchange's fee schedule.
The Exchange notes that the Step-Up Tiers in general are designed
to provide Members with additional opportunities to receive enhanced
rebates 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. Like other
Step-Up Tiers, the proposed Step-Up Tier 1 is designed to give members
an additional opportunity to receive an enhanced rebate for orders
meeting the applicable criteria. Increased overall order flow benefits
all Members by contributing towards a robust and well-balanced market
ecosystem.
Fee Code Changes
The Exchange offers various fee codes for orders routed away from
the Exchange. The Exchange is proposing to modify the routing fees
associated with fee codes BY,\17\ BJ,\18\ AX,\19\ AA,\20\ AY,\21\
P,\22\ and RY \23\ to match the base add or remove rate for the
associated market center to which the order is routed. The rebates for
fee codes BJ, AA, and P will be revised to $0.0016 per share in
securities priced above $1.00.\24\ The rebates for fee codes BY and AY
will be revised to $0.0002 per share in securities priced above
$1.00.\25\ The fee for fee code RY will be revised to $0.0020 per share
in securities priced above $1.00.\26\ The fee for fee code AX will be
revised to $0.0030 per share in securities priced above $1.00.\27\
There
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are no changes to the fees or rebates associated with securities priced
below $1.00.
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\17\ Fee code BY is appended to orders routed to BYX using
Destination Specific, TRIM or SLIM routing strategy.
\18\ Fee code BJ is appended to orders routed to EDGA using TRIM
or SLIM routing strategy.
\19\ Fee code AX is appended to orders routed to EDGX using ALLB
routing strategy.
\20\ Fee code AA is appended to orders routed to EDGA using ALLB
routing strategy.
\21\ Fee code AY is appended to orders routed to BYX using the
ALLB routing strategy.
\22\ Fee code P is appended to orders routed to EDGX that add
liquidity.
\23\ Fee code RY is appended to orders routed to BYX that add
liquidity.
\24\ See BZX Equities Fee Schedule, Standard Rates; EDGA
Equities Fee Schedule, Standard Rates.
\25\ See BYX Equities Fee Schedule, Standard Rates.
\26\ Id.
\27\ See EDGX Equities Fee Schedule, Standard Rates.
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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.\28\ Specifically, the Exchange believes the proposed rule change
is consistent with the section 6(b)(5) \29\ 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) \30\ 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) \31\
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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\28\ 15 U.S.C. 78f(b).
\29\ 15 U.S.C. 78f(b)(5).
\30\ Id.
\31\ 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 introduce a new Add Volume Tier 4 and a new Step-Up
Tier 1 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. The Exchange believes the proposed Add Volume Tier 4 and
Step-Up Tier 1 are reasonable as they serve to incentivize Members to
increase their liquidity-adding, displayed volume, which benefit all
market participants by incentivizing continuous liquidity and thus,
deeper, more liquid markets as well as increased execution
opportunities. Particularly, the proposed incentives are designed to
incentivize continuous displayed liquidity, which signals other market
participants to take the additional execution opportunities provided by
such liquidity. This overall increase in activity deepens the
Exchange's liquidity pool, offers additional cost savings, supports the
quality of price discovery, promotes market transparency, and improves
market quality for all investors.
The Exchange believes the proposed changes to fee codes BY, BJ, AX,
AA, AY, P, and RY are reasonable and not unfairly discriminatory as
these changes will apply to all Members and do not represent a
significant departure from the Exchange's general pricing structure.
Indeed, the proposed changes to these fee codes are intended to match
the base add or remove rates on the Exchanges affiliates.\32\ The
Exchange also believes the proposed Add Volume Tier 4 and Step-Up Tier
1 represent an equitable allocation of rebates and are not unfairly
discriminatory because all Members are eligible for those tiers and
would have the opportunity to meet a tier's criteria and would receive
the proposed rebate if such criteria is met. Further, the proposed
rebates are commensurate with the proposed criteria. That is, the
rebates reasonably reflect the difficulty in achieving the applicable
criteria as proposed. 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 for the proposed tier. While the Exchange has no way
of predicting with certainty how the proposed tiers will impact Member
activity, the Exchange anticipates that at least one Member will be
able to satisfy the criteria proposed under proposed Add Volume Tier 4
and at least one Member will be able to satisfy the criteria proposed
under proposed Step-Up Tier 1. The Exchange also notes that proposed
tier/rebate will not adversely impact any Member's ability to qualify
for other reduced fee or enhanced rebate tiers. Should a Member not
meet the proposed criteria under the modified tier, the Member will
merely not receive that corresponding enhanced rebate.
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\32\ Supra notes 24-27.
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Additionally, the Exchange notes that relative volume-based
incentives and discounts have been widely adopted by exchanges,\33\
including the Exchange,\34\ 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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\33\ See e.g., EDGX Equities Fee Schedule, Footnote 1, Add/
Remove Volume Tiers.
\34\ See e.g., BZX Equities Fee Schedule, Footnote 1, Add/Remove
Volume Tiers.
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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
individual stocks for all types of orders, large and small.'' \35\
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\35\ Securities Exchange Act Release No. 51808, 70 FR 37495,
37498-99 (June 29, 2005) (S7-10-04) (Final Rule).
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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
tier changes apply to all Members equally in that all Members are
eligible for the proposed Add Volume Tier 4 and proposed Step-Up Tier
1, have a reasonable opportunity to meet the tiers' criteria and will
receive the corresponding additional rebates if such criteria are met.
Additionally, the proposed tiers are designed to attract additional
order flow to the Exchange. The Exchange believes that the proposed
tier criteria would incentivize market participants to direct liquidity
adding displayed order flow to the Exchange, bringing with it
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
[[Page 49521]]
enhancing market quality and continuing to encourage Members to send
orders, thereby contributing towards a robust and well-balanced market
ecosystem.
The Exchange believes the proposal to revise the applicable fees or
rebates associated with routing orders away from the Exchange does not
a burden on intramarket competition that is not necessary or
appropriate in furtherance of the purposes of the Act. The fees and
rebates associated with routing orders away from the Exchange apply to
all Members on an equal and non-discriminatory basis and Members can
choose to use (or not use) the Exchange's routing functionality as part
of their decision to submit order flow to the Exchange.
Next, the Exchange believes the proposed rule change 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 15 other equities exchanges and
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% \36\ of the market share. 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.'' \37\ 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'. . ..''.\38\ 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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\36\ Supra note 4.
\37\ See Securities Exchange Act Release No. 51808 (June 9,
2005), 70 FR 37496, 37499 (June 29, 2005).
\38\ NetCoalition 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)).
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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 \39\ and paragraph (f) of Rule 19b-4 \40\
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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\39\ 15 U.S.C. 78s(b)(3)(A).
\40\ 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="https://www.sec.gov/rules/sro.shtml">https://www.sec.gov/rules/sro.shtml</a>); or
<bullet> Send an email to <a href="/cdn-cgi/l/email-protection#b6c4c3dad39bd5d9dbdbd3d8c2c5f6c5d3d598d1d9c0"><span class="__cf_email__" data-cfemail="fd8f889198d09e9290909893898ebd8e989ed39a928b">[email protected]</span></a>. Please include
file number SR-CboeBZX-2023-049 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-CboeBZX-2023-049. 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="https://www.sec.gov/rules/sro.shtml">https://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
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-2023-049 and should
be submitted on or before August 21, 2023.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\41\
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\41\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Deputy Secretary.
[FR Doc. 2023-16122 Filed 7-28-23; 8:45 am]
BILLING CODE 8011-01-P
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