[Federal Register Volume 85, Number 109 (Friday, June 5, 2020)]
[Notices]
[Pages 34693-34697]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2020-12164]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-88983; File No. SR-CboeBZX-2020-043]


Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of 
Filing and Immediate Effectiveness of a Proposed Rule Change Relating 
To Amend Its Fee Schedule

June 1, 2020.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(the ``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given 
that on May 19, 2020, Cboe BZX Exchange, Inc. (the ``Exchange'' or 
``BZX'') filed with the Securities and Exchange Commission (the 
``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,'' ``Cboe,'' or ``BZX'') is 
filing with the Securities and Exchange Commission (``Commission'') a 
proposed rule change to amend its fee schedule. The text of the 
proposed rule change is provided in Exhibit 5.
    The text of the proposed rule change is also available on the 
Exchange's website (http://markets.cboe.com/us/equities/regulation/rule_filings/bzx/), at the Exchange's Office of the Secretary, and at 
the Commission's Public Reference Room.

II. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, the Exchange included statements 
concerning the purpose of and basis for the proposed rule change and 
discussed any comments it received on the proposed rule change. The 
text of these statements may be examined at the places specified in 
Item IV below. The Exchange has prepared summaries, set forth in 
sections A, B, and C below, of the most significant aspects of such 
statements.

[[Page 34694]]

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. Specifically, the Exchange proposes to amend 
the existing Tape B Volume and Quoting Tier, add a new Tape B Volume 
and Quoting Tier, make a cleanup change to the introductory language 
under the Tape B Volume and Quoting Tiers, and to add a new LMM Add 
Volume Tier, effective May 1, 2020.\3\
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    \3\ The Exchange initially filed the proposed fee changes on May 
1, 2020 (SR-CboeBZX-2020-039). On May 12, 2020, the Exchange 
withdrew that filing and submitted a subsequent filing (SR-CboeBZX-
2020-041). On May 19, 2020, the Exchange withdrew that filing and 
submitted this proposal.
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    The Exchange first notes that its listing business operates in a 
highly-competitive market in which market participants, which includes 
issuers of securities, Lead Market Makers (``LMMs''), and other 
liquidity providers, can readily transfer their listings, opt not to 
participate, or direct order flow to competing venues if they deem fee 
levels, liquidity provision incentive programs, or any other factor at 
a particular venue to be insufficient or excessive. The proposed rule 
changes reflect a competitive pricing structure designed to incentivize 
market participants to enroll in LMP Securities \4\ and participate as 
LMMs in the Exchange's LMM Program,\5\ which the Exchange believes will 
enhance market quality in all securities listed on the Exchange and 
encourage issuers to list new products and transfer existing products 
to the Exchange.
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    \4\ ``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 incentivize 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. See Cboe BZX U.S. Equities Exchange Fee Schedule.
    \5\ See Securities Exchange Act Release No. 86213 (June 27, 
2019), 84 FR 31951 (July 3, 2019) (the ``Original LMM Filing'').
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Tape B Volume and Quoting Tiers
    The Exchange currently offers one Tape B Volume and Quoting Tier 
under footnote 13, which provides an additional rebate of $0.0001 per 
share for orders that add liquidity in Tape B securities where a Member 
is enrolled in at least 100 LMP Securities, at least 10 of which must 
be BZX-listed, for which it meets the following criteria for at least 
50% of the trading days in the applicable month: (1) Member has an NBBO 
Time \6\ greater than or equal to 15% or NBBO Size Time \7\ is greater 
than or equal to 25%; and (2) Member has a Displayed Size Time \8\ 
greater than or equal to 90%. All Members are eligible to enroll in LMP 
Securities and are eligible for the current Tape B Volume and Quoting 
Tier. Such rebates are applicable to orders that add liquidity which 
are appended with fee code B. The Exchange proposes to make several 
changes to the Tape B Volume and Quoting Tier and to add a second tier.
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    \6\ ``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. See Cboe BZX U.S. 
Equities Exchange Fee Schedule.
    \7\ ``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. See Cboe BZX U.S. Equities Exchange Fee 
Schedule.
    \8\ ``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. See Cboe BZX U.S. Equities 
Exchange Fee Schedule.
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    First, the Exchange proposes to require that a Member is enrolled 
in and meets the requirements for at least 50 BZX-listed LMP Securities 
in order to receive the additional Tier 1 rebate. This marks a 
reduction in the total number of LMP Securities that a Member must be 
enrolled in and meet the requirements for (from 100 to 50) and an 
increase in the number of BZX-listed LMP Securities that a Member must 
be enrolled in and meet the requirements for (from 10 to 50).\9\ 
Second, the Exchange is proposing to additionally require that a Member 
adds a Tape B ADV \10\ of greater than or equal to 0.15% of the TCV 
\11\ in order to receive the additional Tier 1 rebate.
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    \9\ The Exchange notes that all BZX-listed securities are by 
definition LMP Securities.
    \10\ ``ADV'' means average daily volume calculated as the number 
of shares added or removed, combined, per day. ADV is calculated on 
a monthly basis. The Exchange excludes from its calculation of ADV 
shares added or removed on any day that the Exchange's system 
experiences a disruption that lasts for more than 60 minutes during 
regular trading hours, on any day with a scheduled early market 
close and on the last Friday in June (the ``Russell Reconstitution 
Day''). Routed shares are not included in ADAV or ADV calculation.
    \11\ ``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. The Exchange excludes from its calculation of TCV volume 
on any day that the Exchange experiences an Exchange System 
Disruption, on any day with a scheduled early market close and the 
Russell Reconstitution Day.
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    The Exchange is also proposing to add a Tier 2 rebate to the Tape B 
Volume and Quoting Tiers where a Member is enrolled in at least 100 
BZX-listed LMP Securities for which it meets the following criteria for 
at least 50% of the trading days in the applicable month: (1) Member 
has an NBBO Time greater than or equal to 15% or an NBBO Size Time 
greater than or equal to 25%; and (2) Member has a Displayed Size Time 
greater than or equal to 90%; and (ii) Member adds a Tape B ADV greater 
than or equal to 0.30% of the TCV.
    Finally, the Exchange is also proposing to make a cleanup change to 
eliminate the introductory language under footnote 13 that reads: 
``LMMs in BZX-listed securities will receive the following additional 
rebate when adding displayed liquidity in all Tape B securities, except 
that such additional rebates will not be applied to the rebates set 
forth in footnote 14 part A.'' The Exchange is proposing to delete this 
language because it does not apply to the current LMM Liquidity 
Provision Rates. Specifically, prior to the Exchange implementing the 
new LMM Liquidity Provision Rates as part of the Original LMM Filing, 
the Exchange offered enhanced rebates to LMMs for added liquidity on a 
per transaction basis in their LMM Securities. The introductory 
language was intended to make clear that LMMs were not eligible for the 
Tape B Volume Tier in addition to the enhanced LMM rebates.\12\ Since 
the implementation of the Original LMM Filing, LMMs receive a daily 
payment for meeting certain Minimum Performance Standards instead of an 
enhanced rebate (as further described below) and, as such, the language 
is no longer applicable.
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    \12\ See Securities Exchange Act Release No. 79064 (October 6, 
2016), 81 FR 70718 (October 13, 2016).
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LMM Add Volume Tier
    Under the LMM Program, the Exchange offers daily incentives for 
LMMs securities listed on the Exchange for which the LMM meets certain 
Minimum Performance Standards.\13\ Such daily incentives are determined 
based on the number of Cboe-listed securities for which the LMM meets

[[Page 34695]]

such Minimum Performance Standards and the average auction volume 
across such securities. Generally speaking, the more LMM Securities 
\14\ 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.
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    \13\ 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.
    \14\ As defined in Rule 11.8(e)(1)(D), the term ``LMM Security'' 
means a Listed Security that has an LMM. As defined in 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.
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    In order to further incentivize Members to enroll and participate 
in the LMM Program, the Exchange is also proposing to add a new LMM Add 
Volume Tier. Under this proposed new tier, LMMs in BZX-listed 
securities will receive an additional $0.0001 rebate per share for 
adding displayed liquidity where the LMM: (1) Adds an ADV greater than 
or equal to 0.20% of the TCV; (2) has an average aggregate daily 
auction volume in LMM Securities greater than or equal to 500,000; and 
(3) is enrolled in at least 75 LMM Securities.
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.\15\ Specifically, the Exchange believes the proposed rule change 
is consistent with the Section 6(b)(5) \16\ 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) \17\ [sic] 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. The 
Exchange also notes that its listing business operates in a highly-
competitive market in which market participants, which includes issuers 
of securities, LMMs, and other liquidity providers, can readily 
transfer their listings, opt not to participate, or direct order flow 
to competing venues if they deem fee levels, liquidity provision 
incentive programs, or any other factor at a particular venue to be 
insufficient or excessive. The proposed rule changes reflect a 
competitive pricing structure designed to incentivize market 
participants to enroll in LMP Securities and participate as LMMs in the 
Exchange's LMM Program, which the Exchange believes will enhance market 
quality in all securities listed on the Exchange and encourage issuers 
to list new products and transfer existing products to the Exchange.
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    \15\ 15 U.S.C. 78f(b).
    \16\ 15 U.S.C. 78f(b)(5).
    \17\ Id.
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Tape B Volume and Quoting Tiers
    The Exchange believes that the proposed changes to the Tape B 
Volume and Quoting Tiers are consistent with the Act and represent a 
reasonable, equitable, and not unfairly discriminatory means to 
incentivize liquidity provision in ETPs listed on the Exchange. The 
marketplace for listings is extremely competitive and there are several 
other national securities exchanges that offer ETP listings. Transfers 
between listing venues occur frequently \18\ for numerous reasons, 
including market quality. This proposal is intended to help the 
Exchange compete as an ETP listing venue. Specifically, the Exchange 
believes that the proposal is reasonable because it believes that 
increasing the number of BZX-listed LMP Securities from 10 to 50 will 
ensure that Members are meeting the NBBO Time or NBBO Size Time and the 
Displayed Size Time requirements in BZX-listed securities rather than 
in other LMP Securities will incentivize enhanced market quality in 
BZX-listed ETPs. Further, adding the requirement that a Member adds a 
Tape B ADV greater than or equal to 0.15% of the TCV will incentivize 
Members to transact in Tape B securities, which includes all BZX-listed 
securities, on the Exchange. Adding Tier 2 with an increased additional 
rebate for Members that are enrolled in at least 100 BZX-listed LMP 
Securities and add a Tape B ADV greater than or equal to 0.30% of the 
TCV (while applying the same NBBO Time or NBBO Size Time and Displayed 
Size Time requirements as Tier 1) will provide further incentive for 
Members to enroll in additional BZX-listed LMP Securities and transact 
in Tape B Securities. The combination of the two requirements in both 
Tier 1 and Tier 2 will encourage both quoting and executions on the 
Exchange in BZX-listed securities, which the Exchange believes is both 
reasonable and equitable because it will enhance market quality in all 
securities listed on the Exchange and encourage issuers to list new 
products and transfer existing products to the Exchange. Further, the 
Exchange believes that any negative impact to non-BZX-listed LMP 
Securities is not unreasonable and will be outweighed by the positive 
impact to the Exchange's listing program for several reasons. As noted 
throughout, the listing business operates in a highly-competitive 
market in which competing listing venues offer liquidity provision 
incentive programs for their own securities,\19\ similar to the LMM 
Program and the Tape B Quoting Tiers. To the extent that the market 
quality in the security is negatively impacted, competitive forces 
would generally dictate that the primary listing venue enhance their 
own liquidity provision programs or that the security would transfer to 
a different primary listing venue.
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    \18\ For example, 16 ETPs transferred their listings to the 
Exchange on May 13, 2019. See http://ir.cboe.com/~/media/Files/C/
CBOE-IR-V2/press-release/2019/cboe-welcomes-16-barclays-etns.pdf.
    \19\ See NYSE Arca, Inc. Rule 6.82-O related to Lead Market 
Makers and Nasdaq Stock Market LLC Section 114 related to the 
Designated Liquidity Provider Program.
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    The Exchange believes that the proposal represents an equitable 
allocation of fees and other charges because the Tape B Volume and 
Quoting Tiers are available equally to all Members and all Members are 
eligible to enroll in LMP Securities. The Exchange anticipates at least 
three and as many as eight firms will meet the Tape B Volume and 
Quoting Tiers 1 and 2. Further, the Exchange believes that the proposal 
represents an equitable allocation of fees and other charges and is not 
unreasonably discriminatory because enrolling in LMP Securities is open 
to all Members and any Member that wishes to receive the Tape B Volume 
and Quoting Tiers must meet the proposed quoting and execution 
standards in order to receive the enhanced rebates, as outlined above. 
Where a Member does not meet the requirements, they will not receive 
the enhanced rebates. Further and as noted throughout, the Tape B 
Volume and Quoting Tiers are designed to enhance market quality in BZX-
listed securities and to make the Exchange more competitive as an ETP 
listing venue.
    Finally, the Exchange believes that the proposal to eliminate the 
introductory language under the Tape B Volume Tiers is reasonable, 
equitable, and non-discriminatory in that it is designed to make the 
fee schedule

[[Page 34696]]

clearer because it is eliminating old language that is no longer 
applicable.
LMM Add Volume Tier
    The Exchange believes that the proposed addition of the LMM Add 
Volume Tier is consistent with the act and represents a reasonable, 
equitable, and not unfairly discriminatory means to incentivize 
liquidity provision in BZX-listed securities. Specifically, the 
Exchange believes that the proposal is reasonable, equitable, and not 
unfairly discriminatory to offer the LMM Add Volume Tier to LMMs and 
not other Members because it will enhance market quality in Cboe-listed 
securities by incentivizing LMMs to take on additional securities 
listed on the Exchange (by requiring both a minimum Average Aggregate 
Daily Auction Volume in LMM Securities of greater than or equal to 
500,000 and enrollment in at least 75 LMM Securities) and encouraging 
liquidity provision on the Exchange (by requiring that a Member adds an 
ADV of greater than or equal to 0.20% of TCV). While the proposed 
enhanced rebate applies only to LMMs, the Exchange believes that the 
proposal is equitable and not unreasonably discriminatory because 
registration as an LMM is available equally to all Members and 
allocation of listed securities between LMMs is governed by Exchange 
Rule 11.8(e)(2). Further, such LMMs must meet rigorous Minimum 
Performance Standards \20\ and, where an LMM does not meet the Minimum 
Performance Standards for three out of the past four months, the LMM is 
subject to forfeiture of LMM status for that LMM Security, at the 
Exchange's discretion. While the Exchange has no way of knowing whether 
this proposed rule change would definitively result in any particular 
LMM qualifying for the proposed tier, the Exchange anticipates at least 
one LMM meeting, or being reasonably able to meet, the proposed 
criteria; however, the proposed tier is open to any LMM that satisfies 
the tier's criteria. The Exchange believes that the proposed tier could 
provide an incentive for other Members to enroll as an LMM, to take on 
additional LMM Securities, and to add additional liquidity on the 
Exchange to qualify for the proposed tier.
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    \20\ As defined in Rule 11.8(e)(1)(D), 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.
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    The Exchange believes that it is fair and reasonable to offer 
enhanced rebates to LMMs that meet the proposed tier because of the 
significant commitment to the Exchange's LMM Program and liquidity 
provision on the Exchange made by such LMM in order to meet the tier. 
The Exchange intends to implement the enhanced rebate as a means to 
incentivize Members to both enroll and participate in the LMM Program 
and then to further take on additional LMM Securities and believes that 
this new tier combined with the existing structure of the LMM Program 
will have such an effect. As such, the Exchange believes that the 
proposal represents an equitable allocation of payments.

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

    The Exchange does not believe that the proposed rule changes will 
impose any burden on competition not necessary or appropriate in 
furtherance of the purposes of the Act. The Exchange does not believe 
the proposed change burdens competition, but rather, enhances 
competition as it is intended to increase the competitiveness of BZX 
both among Members by incentivizing Members to enroll in LMP Securities 
and to become LMMs in BZX-listed securities and as a listing venue by 
enhancing market quality in BZX-listed securities. The marketplace for 
listings is extremely competitive and there are several other national 
securities exchanges that offer listings. Transfers between listing 
venues occur frequently \21\ for numerous reasons, including market 
quality. This proposal is intended to help the Exchange compete as a 
listing venue. Accordingly, the Exchange does not believe that the 
proposed change will impair the ability of issuers, LMMs, other 
Members, or competing listing venues to maintain their competitive 
standing. The Exchange also notes that the proposed change is intended 
to enhance market quality in BZX-listed securities and other listed 
securities, to the benefit of all investors in such BZX-listed 
securities. The Exchange does not believe the proposed amendment would 
burden intramarket competition as it would be available to all Members 
uniformly. Registration as an LMM is available equally to all Members 
and allocation of listed securities between LMMs is governed by 
Exchange Rule 11.8(e)(2). Further, if an LMM does not meet the Minimum 
Performance Standards for three out of the past four months, the LMM is 
subject to forfeiture of LMM status for that LMM Security, at the 
Exchange's discretion.
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    \21\ For example, 16 ETPs transferred their listings to the 
Exchange on May 13, 2019. See http://ir.cboe.com/~/media/Files/C/
CBOE-IR-V2/press-release/2019/cboe-welcomes-16-barclays-etns.pdf.
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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 \22\ and paragraph (f) of Rule 19b-4 \23\ 
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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    \22\ 15 U.S.C. 78s(b)(3)(A).
    \23\ 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-2020-043 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-2020-043. 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

[[Page 34697]]

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-2020-043 and should be submitted 
on or before June 26, 2020.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\24\
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    \24\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020-12164 Filed 6-4-20; 8:45 am]
BILLING CODE 8011-01-P