[Federal Register Volume 84, Number 161 (Tuesday, August 20, 2019)]
[Notices]
[Pages 43233-43237]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-17861]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-86667; File No. SR-CboeBZX-2019-069]


Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of 
Filing and Immediate Effectiveness of a Proposed Rule Change To 
Introduce a Small Retail Broker Distribution Program

August 14, 2019.
    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 August 1, 2019, 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. (``BZX'' or the ``Exchange'') is filing 
with the Securities and Exchange Commission (the ``Commission'') a 
proposed rule change to introduce a Small Retail Broker Distribution 
Program. The text of the proposed changes to the fee schedule are 
enclosed [sic] as 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
    The purpose of the proposed rule change is to introduce a pricing 
program that would allow small retail brokers that purchase top of book 
market data from the Exchange to benefit from discounted fees for 
access to such market data. The Small Retail Broker Distribution 
Program (the ``Program'') would reduce the distribution and 
consolidation fees paid by small broker-dealers that operate a retail 
business. In turn, the Program may increase retail investor access to 
real-time U.S. equity quote and trade information, and allow the 
Exchange to better compete for this business with competitors that 
offer similar optional products.
Current Fees
    The Cboe One Summary Feed is a top of book data feed that provides 
real-time U.S. equity quote and trade information to investors based on 
equity orders submitted to the Exchange and its affiliated equities 
exchanges--i.e., Cboe BYX Exchange, Inc., Cboe EDGX Exchange, Inc., and 
Cboe EDGA Exchange, Inc. Specifically, the Cboe One Summary Feed is a 
data feed that contains the aggregate best bid and offer of all 
displayed orders for securities traded on the Exchange and its 
affiliated exchanges. The Cboe One Summary Feed also contains the 
individual last sale information for the Exchange and each of its 
affiliated exchanges, and consolidated volume for all listed equity 
securities. The fee for external distribution of the Cboe One Summary 
Feed is $5,000 per month, and external distributors are also liable for 
a Data Consolidation Fee of $1,000 per month, and User fees equal to 
$10 per month for each Professional User, and $0.25 per month for each 
Non-Professional User.\3\
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    \3\ The Exchange also offers an Enterprise license for the Cboe 
One Summary Feed at a cost of $50,000 per month. An Enterprise 
license permits distribution to an unlimited number of Professional 
and Non-Professional Users, keeping costs down for firms that 
provide access to a large number of subscribers.
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Small Retail Broker Eligibility Requirements
    The Exchange proposes to introduce a Program that would reduce 
costs for small retail brokers that provide top of book data to their 
clients. In order to be approved for the Small Retail Broker 
Distribution Program, Distributors would have to provide Cboe One 
Summary Feed Data to a limited number of clients with which the firm 
has established a brokerage relationship, and would have to provide 
such data primarily to Non-Professional Data Users. Specifically, 
distributors would have to attest that they meet the following 
criteria: (1) Distributor is a broker-dealer distributing Cboe One 
Summary Feed Data to Non-Professional Data Users with whom the broker-
dealer has a brokerage relationship; (2) More than 50% of the 
Distributor's total Data User population must consist of Non-
Professional Data Users, inclusive of those not receiving Cboe One 
Summary Feed Data ; and (3) Distributor distributes Cboe One Summary 
Feed Data to no more than 5,000 Non-Professional Data Users.
    These proposed requirements for participating in the Program are 
designed to ensure that the benefits provided by the Program inure to 
the benefit of small retail brokers that provide Cboe One Summary Feed 
Data to a limited number of subscribers. As explained later in this 
filing,

[[Page 43234]]

distributors that provide BZX Exchange Data to a larger number of 
subscribers can benefit from the current pricing structure through 
scale, due to subscriber fees that are significantly lower than those 
charged by the Exchange's competitors, and an Enterprise license that 
caps the total fees to be paid by firms that distribute market data to 
a sizeable customer base. The Exchange believes that offering similarly 
attractive pricing to small retail brokers, including regional firms 
both inside and outside of the U.S. that may not have the same 
established client base as the larger retail brokers, would make the 
Exchange's data a more competitive alternative for those firms, and 
would help ensure that such information is widely available to a larger 
number of retail investors globally. The Program would also be 
available to retail brokers more generally, regardless of size, that 
wish to trial the Cboe One Summary Feed with a limited number of 
subscribers before potentially expanding distribution to additional 
clients, potentially further increasing the accessibility of the 
Exchange's market data to retail investors. The Program would be 
exclusive to the Cboe One Summary Feed, which is a top of book 
offering, as retail investors typically do not need or use depth of 
book data to facilitate their equity investments, and their brokers 
typically do purchase such market data on their behalf.
Discounted Fees
    Distributors that participate in the Program would be liable for 
lower distribution and consolidation fees for access to the Cboe One 
Summary Data Feed.\4\ The distribution fee charged for the Cboe One 
Summary Feed would be lowered by 30% from the current $5,000 per month 
to $3,500 per month for distributors that meet the requirements of the 
Program. In addition, the Data Consolidation Fee charged for the Cboe 
One Summary Feed would be lowered by 65% from the current $1,000 per 
month to $350 per month. User fees for any Professional or Non-
Professional Users that access Cboe One Summary Feed data from a 
distributor that participates in the Program would remain at their 
current levels as the current subscriber charges are already among the 
most competitive in the industry.\5\
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    \4\ New external distributors of the Cboe One Summary Feed are 
not currently charged external distributor fees for their first 
month of service. This would continue to be the case for external 
distributors that participate in the Program.
    \5\ By comparison, The Nasdaq Stock Market LLC (``Nasdaq'') 
charges a subscriber fee for Nasdaq Basic that adds up to $26 per 
month for Professional Subscribers and $1 per month for Non-
Professional Subscribers (Tapes A, B, and C). See Nasdaq Equity 
Rules, Equity 7, Pricing Schedule, Section 147(b)(1).
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    The Exchange believes that these fees, which represent a 
significant cost savings for small retail brokers, would help ensure 
that retail investors continue to have fair and efficient access to 
U.S. equity market data. While retail investors normally pay a fixed 
commission when buying or selling equities, and do not typically pay 
separate fees for market data, the Exchange believes that the proposed 
reduction in fees would make the Exchange's data more competitive with 
other available alternatives, and may encourage retail brokers to make 
such data more readily available to their clients. In sum, the Exchange 
believes that the proposed fee reductions may facilitate more cost 
effective access to top of book data that is purchased on a voluntary 
basis by retail brokers and provided to their retail investor clients.
Market Background
    The market for top of book data is highly competitive as national 
securities exchanges compete both with each other and with the 
securities information processors (``SIPs'') to provide efficient, 
reliable, and low cost data to a wide range of investors and market 
participants. In fact, Regulation NMS requires all U.S. equities 
exchanges to provide their best bids and offers, and executed 
transactions, to the two registered SIPs for dissemination to the 
public. Top of book data is therefore widely available to investors 
today at a relatively modest cost. National securities exchanges may 
also disseminate their own top of book data, but no rule or regulation 
of the Commission requires market participants to purchase top of book 
data from an exchange.\6\ The Cboe One Summary Feed therefore competes 
with the SIP and with similar products offered by other national 
securities exchanges that offer their own competing top of book 
products. In fact, there are ten competing top of book products offered 
by other national securities exchanges today, not counting products 
offered by the Exchange's affiliates.\7\ The purpose of the proposed 
rule change is to further increase the competitiveness of the 
Exchange's top of book market data products compared to competitor 
offerings that may currently be cheaper for firms with a limited 
subscriber base that do not yet have the scale to take advantage of the 
lower subscriber fees offered by the Exchange. In turn, the Exchange 
believes that this change may benefit market participants and investors 
by spurring additional competition and increasing the accessibility of 
the Exchange's top of book data.
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    \6\ By contrast, Rule 603(c) of Regulation NMS (the ``Vendor 
Display Rule'') effectively requires that SIP data or some other 
consolidated display be utilized in any context in which a trading 
or order-routing decision can be implemented.
    \7\ Competing top of book products include, Nasdaq Basic, BX 
Basic, PSX Basic, NYSE BQT, NYSE BBO/Trades, NYSE Arca BBO/Trades, 
NYSE American BBO/Trades, NYSE Chicago BBO/Trades, and IEX TOPS.
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2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with the objectives of Section 6 of the Act,\8\ in general, and 
furthers the objectives of Section 6(b)(4),\9\ in particular, as it is 
designed to provide for the equitable allocation of reasonable dues, 
fees and other charges among its members and other recipients of 
Exchange data.
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    \8\ 15 U.S.C. 78f.
    \9\ 15 U.S.C. 78f(b)(4).
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    The Exchange also believes that the proposed rule change is 
consistent with Section 11(A) of the Act.\10\ Specifically, the 
proposed rule change supports (i) fair competition among brokers and 
dealers, among exchange markets, and between exchange markets and 
markets other than exchange markets, and (ii) the availability to 
brokers, dealers, and investors of information with respect to 
quotations for and transactions in securities. In addition, the 
proposed rule change is consistent with Rule 603 of Regulation NMS,\11\ 
which provides that any national securities exchange that distributes 
information with respect to quotations for or transactions in an NMS 
stock do so on terms that are not unreasonably discriminatory.
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    \10\ 15 U.S.C. 78k-1.
    \11\ See 17 CFR 242.603.
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    In adopting Regulation NMS, the Commission granted SROs and broker-
dealers increased authority and flexibility to offer new and unique 
market data to the public. It was believed that this authority would 
expand the amount of data available to consumers, and also spur 
innovation and competition for the provision of market data. The 
Exchange believes that the proposed fee change would further broaden 
the availability of U.S. equity market data to investors, and in 
particular retail investors, consistent with the principles of 
Regulation NMS.
    The Exchange operates in a highly competitive environment. Indeed, 
there are thirteen registered national securities exchanges that trade 
U.S. equities and offer associated top of book

[[Page 43235]]

market data products to their customers. The national securities 
exchanges also compete with the SIPs for market data customers. 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.'' \12\ The proposed fee change is a 
result of the competitive environment, as the Exchange seeks to amend 
its fees to attract additional subscribers for its proprietary top of 
book data offerings.
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    \12\ See Securities Exchange Act Release No. 51808 (June 9, 
2005), 70 FR 37496, 37499 (June 29, 2005) (``Regulation NMS Adopting 
Release'').
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    The proposed fee change would reduce fees charged to small retail 
brokers that provide access to the Cboe One Summary Feed. The Cboe One 
Summary Feed is a competitively-priced alternative to top of book data 
disseminated by SIPs, or similar data disseminated by other national 
securities exchanges.\13\ It provides subscribers with consolidated top 
of book quotes and trades from four Cboe U.S. equities markets, which 
together account for about 17% of consolidated U.S. equities trading 
volume.\14\ The Cboe One Summary Feed is purchased by a wide variety of 
market participants and vendors, including data platforms, websites, 
fintech firms, buy-side investors, retail brokers, regional banks, and 
securities firms inside and outside of the U.S. that desire low cost, 
high quality, real-time U.S. equity market data. By providing lower 
cost access to U.S. equity market data, the Cboe One Summary Feed 
benefits a wide range of investors that participate in the national 
market system. Reducing fees for broker-dealers that represent retail 
investors and that may have more limited resources than some of their 
larger competitors would further increase access to such data and 
facilitate a competitive market for U.S. equity securities, consistent 
with the goals of the Act.
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    \13\ See e.g., supra note 5 (discussing Nasdaq Basic).
    \14\ Id.
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    While the Exchange is not required to make any data, including top 
of book data, available through its proprietary market data platform, 
the Exchange believes that making such data available increases 
investor choice, and contributes to a fair and competitive market. 
Specifically, making such data publicly available through proprietary 
data feeds allows investors to choose alternative, potentially less 
costly, market data based on their business needs. While some market 
participants that desire a consolidated display choose the SIP for 
their top of book data needs, and in some cases are effectively 
required to do so under the Vendor Display Rule, others may prefer to 
purchase data directly from one or more national securities exchanges. 
For example, a buy-side investor may choose to purchase the Cboe One 
Summary Feed, or a similar product from another exchange, in order to 
perform investment analysis. The Cboe One Summary Feed represents 
quotes from four highly liquid equities markets. As a result, the Cboe 
One Summary Feed is within 1% of the national best bid and offer 
approximately 98% of the time,\15\ and therefore serves as a valuable 
reference for investors that do not require a consolidated display that 
contains quotations for all U.S. equities exchanges. Making alternative 
products available to market participants ultimately ensures increased 
competition in the marketplace, and constrains the ability of exchanges 
to charge supracompetitive fees. In the event that a market participant 
views one exchanges top of book data fees as more or less attractive 
than the competition they can and frequently do switch between 
competing products. In fact, the competiveness of the market for such 
top of book data products is one of the primary factors animating this 
proposed rule change, which is designed to allow the Exchange to 
further compete for this business.
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    \15\ See https://markets.cboe.com/us/equities/market_data_services/cboe_one/.
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    The Exchange believes that the proposed fees are reasonable as they 
represent a significant cost reduction for smaller, primarily regional, 
retail brokers that provide top of book data from BZX and its 
affiliated equities exchanges to their retail investor clients. The 
market for top of book data is intensely competitive due to the 
availability of substitutable products that can be purchased either 
from other national securities exchanges, or from registered SIPs that 
make such top of book data publicly available to investors at a modest 
cost. The proposed fee reduction is being made to make the Exchange's 
fees more competitive with such offerings for this segment of market 
participants, thereby increasing the availability of the Exchange's 
data products, and expanding the options available to firms making data 
purchasing decisions based on their business needs. The Exchange 
believes that this is consistent with the principles enshrined in 
Regulation NMS to ``promote the wide availability of market data and to 
allocate revenues to SROs that produce the most useful data for 
investors.'' \16\
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    \16\ See Regulation NMS Adopting Release, supra note 12, at 
37503.
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    Today, the Cboe One Summary Feed is among the most competitively 
priced top of book offerings in the industry due to modest subscriber 
fees, and a lower Enterprise cap, both of which keep fees at a 
relatively modest level for larger firms that provide market data to a 
sizeable number of Professional or Non-Professional Users. Distributors 
with a smaller user base, however, may choose to use competitor 
products that have a lower distribution fee and higher subscriber fees. 
The Program would help the Exchange compete for this segment of the 
market, and may broaden the reach of the Exchange's data products by 
providing an additional low cost alternative to competitor products for 
small retail brokers. While such firms may already utilize similar 
market data products from other sources, the Exchange believes that 
offering its own data to small retail brokers at lower distribution and 
data consolidation costs has the potential to increase choice for 
market participants, and ultimately increase the data available to 
retail investors when coupled with the Exchange's lower subscriber 
fees.
    The Exchange also believes that the proposed fees are equitable and 
not unfairly discriminatory as the proposed fee structure is designed 
to decrease the price and increase the availability of U.S. equities 
market data to retail investors. The Program is designed to reduce the 
cost of top of book market data for broker-dealers that provide such 
data to Non-Professional Data User clients that make up the majority of 
the distributor's total subscriber population. As such, the Program 
would be broadly available to a wide range of retail brokers that 
either purchase the Cboe One Summary Feed today, or that may choose to 
switch from competing products due to the potential cost savings. 
Dozens of distributors that currently purchase top of book data from 
one of the four Cboe U.S. equities exchanges, and many more prospective 
customers, could benefit from the Program. Each of these current or 
prospective retail broker customers would receive the same benefits in 
terms of reduced distribution and

[[Page 43236]]

consolidation fees based on the product that they purchase from the 
Exchange.
    The Commission has long stressed the need to ensure that the 
equities markets are structured in a way that meets the needs of 
ordinary investors. For example, the Commission's strategic plan for 
fiscal years 2018-2022 touts ``focus on the long-term interests of our 
Main Street investors'' as the Commission's number one strategic 
goal.\17\ The Program would be consistent with the Commission's stated 
goal of improving the retail investor experience in the public markets. 
Furthermore, national securities exchanges commonly charge reduced fees 
and offer market structure benefits to retail investors, and the 
Commission has consistently held that such incentives are consistent 
with the Act. The Exchange believes that the Program is consistent with 
longstanding precedent indicating that it is consistent with the Act to 
provide reasonable incentives to retail investors that rely on the 
public markets for their investment needs.
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    \17\ See U.S. Securities and Exchange Commission, Strategic 
Plan, Fiscal Years 2018-2022, available at https://www.sec.gov/files/SEC_Strategic_Plan_FY18-FY22_FINAL_0.pdf.
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    In addition, while the Program would be effectively limited to 
smaller firms that distribute data to no more than 5,000 Non-
Professional Data Users, the Exchange does not believe that this 
limitation makes the fees inequitable, unfairly discriminatory, or 
otherwise contrary to the purposes of the Act. Large broker-dealers 
and/or vendors that distribute the Exchange's data products to a 
sizeable number of investors benefit from the current fee structure, 
which includes lower subscriber fees and Enterprise licenses. Due to 
lower subscriber fees, distributors that provide Cboe One Summary Feed 
Data to more than 5,000 Non-Professional Data Users already enjoy cost 
savings compared to competitor products. The Program would therefore 
ensure that small retail brokers that distribute top of book data to 
their retail investor customers could also benefit from reduced 
pricing, and would aid in increasing the competitiveness of the 
Exchange's data products for this key segment of the market.

B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change would 
result in any burden on competition that is not necessary or 
appropriate in furtherance of the purposes of the Act. The Exchange 
operates in a highly competitive environment, and its ability to price 
these data products is constrained by: (i) Competition among exchanges 
that offer similar data products to their customers; and (ii) the 
existence of inexpensive real-time consolidated data disseminated by 
the SIPs. Top of book data is disseminated by both the SIPs and the 
thirteen equities exchanges. There are therefore a number of 
alternative products available to market participants and investors. In 
this competitive environment potential subscribers are free to choose 
which competing product to purchase to satisfy their need for market 
information. Often, the choice comes down to price, as broker-dealers 
or vendors look to purchase the cheapest top of book data product, or 
quality, as market participants seek to purchase data that represents 
significant market liquidity. In order to better compete for this 
segment of the market, the Exchange is proposing to reduce the cost of 
top of book data provided by small retail brokers to their retail 
investor clients. The Exchange believes that this would facilitate 
greater access to such data, ultimately benefiting the retail investors 
that are provided access to such market data.
    The Exchange does not believe that this price reduction would cause 
any unnecessary or inappropriate burden on intermarket competition as 
other exchanges and data vendors are free to lower their prices to 
better compete with the Exchange's offering. Indeed, as explained in 
the basis section of this proposed rule change, the Exchange's decision 
to lower its distribution and consolidation fees for small retail 
brokers is itself a competitive response to different fee structures 
available on competing markets. The Exchange therefore believes that 
the proposed rule change is pro-competitive as it seeks to offer 
pricing incentives to customers to better position the Exchange as it 
competes to attract additional market data subscribers. The Exchange 
also believes that the proposed reduction in fees for small retail 
brokers would not cause any unnecessary or inappropriate burden on 
intramarket competition. Although the proposed fee discount would be 
largely limited to small retail broker subscribers, larger broker-
dealers and vendors can already purchase top of book data from the 
Exchange at prices that represent a significant cost savings when 
compared to competitor products that combine higher subscriber fees 
with lower fees for distribution. In light of the benefits already 
provided to this group of subscribers, the Exchange believes that 
additional discounts to small retail brokers would increase rather than 
decrease competition among broker-dealers that participate on the 
Exchange. Furthermore, as discussed earlier in this proposed rule 
change, the Exchange believes that offering pricing benefits to brokers 
that represent retail investors facilitates the Commission's mission of 
protecting ordinary investors, and is therefore consistent with the 
Act.

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    No written comments were either solicited or received.

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 \18\ and paragraph (f) of Rule 19b-4 \19\ 
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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    \18\ 15 U.S.C. 78s(b)(3)(A).
    \19\ 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

     Use the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number SR-CboeBZX-2019-069 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-2019-069. 
This file number should be included on the subject line if email is 
used. To help the Commission process and review your

[[Page 43237]]

comments more efficiently, please use only one method. The Commission 
will post all comments on the Commission's internet website (http://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 10:00 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-
CboeBZX-2019-069 and should be submitted on or before September 10, 
2019.
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    \20\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\20\
Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2019-17861 Filed 8-19-19; 8:45 am]
BILLING CODE 8011-01-P