Notice2023-28328
Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend Its Fee Schedule by Modifying Certain Tiers and Discontinuing the NBBO Setter Program
Primary source
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Published
December 26, 2023
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 88 Issue 246 (Tuesday, December 26, 2023)</title>
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[Federal Register Volume 88, Number 246 (Tuesday, December 26, 2023)]
[Notices]
[Pages 88997-89001]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2023-28328]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-99207; File No. SR-CboeBZX-2023-106]
Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of
Filing and Immediate Effectiveness of a Proposed Rule Change To Amend
Its Fee Schedule by Modifying Certain Tiers and Discontinuing the NBBO
Setter Program
December 19, 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 December 12, 2023, Cboe BZX Exchange, Inc. (the ``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'') 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.
[[Page 88998]]
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'') by (1) modifying certain
Add/Remove Volume Tiers; (2) modifying the Lead Market Maker (``LMM'')
Pricing Tiers; and (3) discontinuing the NBBO Setter Program. The
Exchange proposes to implement these changes effective December 1,
2023.\3\
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\3\ The Exchange initially filed the proposed fee change on
December 1, 2023 (SR-CboeBZX-2023-098). On December 12, 2023, the
Exchange withdrew that filing 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
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
14% 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 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.\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 (November 27, 2023), available at <a href="https://www.cboe.com/us/equities/_statistics/">https://www.cboe.com/us/equities/_statistics/</a>.
\5\ See BZX Equities Fee Schedule, Standard Rates.
\6\ Id.
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Add/Remove Volume Tiers
Under footnote 1 of the Fee Schedule, the Exchange currently offers
various Add/Remove Volume Tiers that provide enhanced rebates for
orders yielding fee codes B,\7\ V \8\ and Y \9\ where a Member reaches
certain add volume-based criteria. The Exchange also offers various
Add/Remove Volume Tiers that provide enhanced rebates for orders
yielding fee codes HB,\10\ HV \11\ or HY \12\ where a Member reaches
certain non-displayed add volume-based criteria. The Exchange first
proposes to modify the enhanced rebate associated with Non-Displayed
Add Volume Tier 4. Currently, Members who satisfy the criteria of Non-
Displayed Add Volume Tier 4 receive an enhanced rebate of $0.00275 per
share for securities priced at or above $1.00. As proposed, Members who
satisfy the criteria of Non-Displayed Add Volume Tier 4 will receive an
enhanced rebate of $0.0027 per share for securities priced at or above
$1.00. The purpose of reducing the enhanced rebate associated with Non-
Displayed Add Volume Tier 4 is for business and competitive reasons, as
the Exchange believes that reducing such rebate as proposed would
decrease the Exchange's expenditures with respect to transaction
pricing in a manner that is still consistent with the Exchange's
overall pricing philosophy of encouraging added liquidity. The Exchange
notes that despite the modest decrease in the enhanced rebate
associated with Non-Displayed Add Volume Tier 4, the enhanced rebate
remains competitive and continues to be in-line with the enhanced
rebates provided under Non-Displayed Add Volume Tiers 1-3.\13\
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\7\ Fee code B is appended to orders that add liquidity to BZX
in Tape B securities.
\8\ Fee code V is appended to orders that add liquidity to BZX
in Tape A securities.
\9\ Fee code Y is appended to orders that add liquidity to BZX
in Tape C securities.
\10\ Fee code HB is appended to orders that add non-displayed
liquidity to BZX in Tape B securities.
\11\ Fee code HV is appended to orders that add non-displayed
liquidity to BZX in Tape A securities.
\12\ Fee code HY is appended to orders that add non-displayed
liquidity to BZX in Tape C securities.
\13\ The Exchange notes that Non-Displayed Add Volume Tier 1
pays an enhanced rebate of $0.0018 per share for securities priced
at or above $1.00, Non-Displayed Add Volume Tier 2 pays an enhanced
rebate of $0.0020 per share for securities priced at or above $1.00,
and Non-Displayed Add Volume Tier 3 pays an enhanced rebate of
$0.0025 for securities priced at or above $1.00. See BZX Equities
Fee Schedule, Footnote 1.
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Next, the Exchange proposes to discontinue Non-Displayed Add Volume
Tier 5, as no Members have satisfied the criteria within the past six
months and the Exchange no longer wishes to, nor is required to,
maintain such tier. More specifically, the proposed change removes this
tier as the Exchange would rather redirect future resources and funding
into other programs and tiers intended to incentivize increased order
flow.
Lead Market Maker Pricing Tiers
Under footnote 14 of the Fee Schedule, the Exchange offers a
comprehensive liquidity provision program to incentivize Lead Market
Makers (``LMMs'') to provide enhanced market quality across all BZX-
listed securities. Under the Exchange's LMM Program,\14\ the Exchange
offers daily incentives for LMMs in securities listed on the Exchange
for which the LMM meets certain Minimum Performance Standards.\15\ Such
daily incentives are determined based on the number of Cboe-listed
securities for which the LMM meets the Minimum Performance Standards
and the average auction volume across such securities. Generally, the
more LMM Securities \16\ for which the LMM meets the Minimum
Performance Standards and the higher the auction volume across those
securities, the greater the total daily payment to the LMM. Currently,
pursuant to paragraph (D) of footnote 14 the Exchange offers LMM Add
Volume Tiers, which provide an enhanced rebate to LMMs who reach
certain add-
[[Page 88999]]
volume based criteria. Now, the Exchange proposes to update the
applicable fee codes for LMM Add Volume Tiers 2, 3, and 4 to remove fee
codes ZV,\17\ ZB,\18\ and ZY.\19\ Specifically, the Exchange proposes
to: (i) amend LMM Add Volume Tier 2 to apply to orders yielding fee
codes V and HV (removing fee code ZV); (ii) amend LMM Add Volume Tier 3
to apply to orders yielding fee codes B and HB (removing fee code ZB);
and (iii) amend LMM Add Volume Tier 4 to apply to orders yielding fee
codes Y and HY (removing fee code ZY). The purpose of eliminating
certain fee codes from LMM Add Volume Tiers 2-4 is for business and
competitive reasons, as the Exchange believes that eliminating such fee
codes as proposed would decrease the Exchange's expenditures with
respect to transaction pricing in a manner that is still consistent
with the Exchange's overall pricing philosophy of encouraging added
liquidity. The Exchange notes that despite eliminating fee codes
associated with retail orders from LMM Add Volume Tiers 2-4, LMM Add
Volume Tiers 2-4 will continue to provide enhanced rebates for
liquidity-adding orders in displayed and non-displayed orders, which
does not represent a significant departure from the enhanced rebate
offered under LMM Add Volume Tier 1.
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\14\ See Securities Exchange Act Release No. 72020 (April 25,
2014), 79 FR 24807 (May 1, 2014), SR-BATS-2014-015 (``Original LMM
Filing'').
\15\ As defined in Rule 11.8(e)(1)(E), the term ``Minimum
Performance Standards'' means a set of standards applicable to an
LMM that may be determined from time to time by the Exchange. Such
standards will vary between LMM Securities depending on the price,
liquidity, and volatility of the LMM Security in which the LMM is
registered. The performance measurements will include (A) Percent of
time at the NBBO; (B) percent of executions better than the NBBO;
(C) average displayed size; and (D) average quoted spread. For
additional detail, see Original LMM Filing.
\16\ See Rule 11.8(e)(1)(D). The term ``LMM Security'' means a
Listed Security that has an LMM. See also Rule 11.8(e)(1)(B). The
term ``Listed Security'' means any ETP or any Primary Equity
Security or Closed-End Fund listed on the Exchange pursuant to Rule
14.8 or 14.9.
\17\ Fee code ZV is appended to Retail Orders that add liquidity
to BZX in Tape A securities.
\18\ Fee code ZB is appended to Retail Orders that add liquidity
to BZX in Tape B securities.
\19\ Fee code ZY is appended to Retail Orders that add liquidity
to BZX in Tape C securities.
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NBBO Setter Program
Under footnote 20 of the Fee Schedule the Exchange offers its NBBO
Setter Program, which offers an enhanced rebate to Members which reach
certain add volume criteria in NBBO Setter Securities.\20\ The Exchange
now proposes to discontinue the NBBO Setter Program as the Exchange no
longer wishes to, nor is required to, maintain such tier. More
specifically, the proposed change removes this tier as the Exchange
would rather redirect future resources and funding into other programs
and tiers intended to incentivize increased order flow. In addition,
the Exchange proposes to eliminate the terms Setter NBBO,\21\ NBBO
Setter Securities, Baseline Setter ADAV,\22\ and Current Setter ADAV
\23\ from the Definitions section of the Fee Schedule as these terms
apply only to the NBBO Setter Program.
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\20\ NBBO Setter Securities means a list of securities included
in the NBBO Setter Program, the universe of which will be determined
by the Exchange and published in a Notice distributed to Members and
on the Exchange's website.
\21\ Setter NBBO means a quotation of at least 100 shares that
is better than the NBBO or a quotation of a notional size of at
least $10,000.00 that is better than the NBBO.
\22\ Baseline Setter ADAV means ADAV calculated as the number of
displayed shares added per day that establish a new NBBO in NBBO
Setter Securities. ADAV means average daily added volume calculated
as the number of shares added per day, calculated on a monthly
basis.
\23\ Current Setter ADAV means ADAV calculated as the number of
displayed shares added per day that establish a new Setter NBBO in
NBBO Setter Securities.
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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.\24\ Specifically, the Exchange believes the proposed rule change
is consistent with the Section 6(b)(5) \25\ 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) \26\ 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) \27\
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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\24\ 15 U.S.C. 78f(b).
\25\ 15 U.S.C. 78f(b)(5).
\26\ Id.
\27\ 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 lower the enhanced rebate paid to Members that satisfy
the criteria of Non-Displayed Add Volume Tier 4 is reasonable,
equitable, and consistent with the Act because such change is designed
to decrease the Exchange's expenditures with respect to transaction
pricing in order to offset some of the costs associated with the
Exchange's current pricing structure, which provides various rebates
for liquidity-adding orders, and the Exchange's operations generally,
in a manner that is consistent with the Exchange's overall pricing
philosophy of encouraging added liquidity. The proposed lower enhanced
rebate ($0.0027 per share) is reasonable and appropriate because it
represents only a modest decrease from the current enhanced rebate
($0.00275 per share) and remains competitive with the enhanced rebates
offered under Non-Displayed Add Volume Tiers 1-3. The Exchange further
believes that the proposed decrease to the enhanced rebate associated
with Non-Displayed Add Volume Tier 4 is not unfairly discriminatory
because it applies to all Members equally, in that all Members will
receive the reduced enhanced rebate upon satisfying the criteria of
Non-Displayed Add Volume Tier 4.
Similarly, the Exchange believes that its proposal to eliminate fee
codes ZV, ZB, and ZY from LMM Add Volume Tiers 2-4 is reasonable,
equitable, and consistent with the Act because such change is designed
to decrease the Exchange's expenditures with respect to transaction
pricing in order to offset some of the costs associated with the
Exchange's current pricing structure, which provides various rebates
for liquidity-adding orders, and the Exchange's operations generally,
in a manner that is consistent with the Exchange's overall pricing
philosophy of encouraging added liquidity. The Exchange further
believes that the proposal to eliminate fee codes ZV, ZB, and ZY from
LMM Add Volume Tiers 2-4 is not unfairly discriminatory because it
applies to all LMMs equally, in that no LMMs will be permitted to use
fee codes ZV, ZB, or ZY to receive an enhanced rebate under LMM Add
Volume Tiers 2-4 and all LMMs are still eligible to receive an enhanced
rebate by satisfying the criteria of LMM Add Volume Tiers 2-4 pursuant
to the remaining fee codes. The remaining fee codes applicable to LMM
Add Volume Tiers 2-4 do not represent a significant departure from LMM
Add Volume Tier 1, which all LMMs continue to be eligible to receive an
enhanced rebate from.
Finally, The Exchange believes that its proposal to eliminate Non-
Displayed Add Volume Tier 5 and the NBBO Setter Tier is reasonable
because the Exchange is not required to maintain these tiers or provide
Members an opportunity to receive enhanced rebates. The Exchange
believes its proposal to eliminate these tiers is also equitable and
not unfairly discriminatory because it applies to all
[[Page 89000]]
Members (i.e., the tiers will not be available for any Member). The
Exchange also notes that the proposed rule change to remove these tiers
merely results in Members not receiving an enhanced rebate, which, as
noted above, the Exchange is not required to offer or maintain.
Furthermore, the proposed rule change to eliminate Non-Displayed Add
Volume Tier 5 and the NBBO Setter Tier enables the Exchange to redirect
resources and funding into other programs and tiers intended to
incentivize increased order flow.
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.''
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
changes to Non-Displayed Add Volume Tier 4 and LMM Add Volume Tiers 2-4
will apply to all Members and LMMs equally in that all Members and LMMs
are eligible for 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 burden competition, but rather, enhances
competition as it is intended to increase the competitiveness of BZX by
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. The proposed change to
eliminate Non-Displayed Add Volume Tier 5 and the NBBO Setter Program
will not impose any burden on intramarket competition because the
changes apply to all Members uniformly, as in, the tiers will no longer
be available to any Member.
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 14% of the market share.\28\ 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.'' \29\ 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' . . . .''.\30\ 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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\28\ Supra note 4.
\29\ See Securities Exchange Act Release No. 51808 (June 9,
2005), 70 FR 37496, 37499 (June 29, 2005).
\30\ 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 \31\ and paragraph (f) of Rule 19b-4 \32\
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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\31\ 15 U.S.C. 78s(b)(3)(A).
\32\ 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#057770696028666a6868606b7176457660662b626a73"><span class="__cf_email__" data-cfemail="c9bbbca5ace4aaa6a4a4aca7bdba89baacaae7aea6bf">[email protected]</span></a>. Please include
file number SR-CboeBZX-2023-106 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-2023-106. 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
[[Page 89001]]
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-2023-106 and should be submitted
on or before January 16, 2024.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\33\
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\33\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2023-28328 Filed 12-22-23; 8:45 am]
BILLING CODE 8011-01-P
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