[Federal Register Volume 87, Number 226 (Friday, November 25, 2022)]
[Notices]
[Pages 72581-72585]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2022-25667]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-96356; File No. SR-CboeEDGX-2022-050]


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

November 18, 2022.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that 
on November 10, 2022, Cboe EDGX Exchange, Inc. (the ``Exchange'' or 
``EDGX'') filed with the Securities and Exchange Commission 
(``Commission'') the proposed rule change as described in Items I, II, 
and III below, which Items have been prepared by the Exchange. The 
Commission is publishing this notice to solicit comments on the 
proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    Cboe EDGX Exchange, Inc. (the ``Exchange'' or ``EDGX'') proposes to 
amend its Fee Schedule. The text of the proposed rule change is 
provided in Exhibit 5.
    The text of the proposed rule change is also available on the 
Exchange's website (http://markets.cboe.com/us/options/regulation/rule_filings/edgx/), at the Exchange's Office of the Secretary, and at 
the Commission's Public Reference Room.

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

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

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

1. Purpose
    The Exchange proposes to amend its Fee Schedule applicable to its 
equities trading platform (``EDGX Equities'') as follows: (1) to amend 
the standard rebate for orders yielding fee codes DM,\3\ HA,\4\ MM,\5\ 
or RP; \6\ (2) to introduce a new Growth Tier, a new Non-Displayed 
Step-Up Volume Tier, and a new Retail Growth Tier; (3) to modify the 
rebate under the Non-Displayed Add Volume Tier 2, and (4) to add 
clarifying language to the

[[Page 72582]]

description of fee code X.\7\ The Exchange proposes to implement these 
changes effective November 1, 2022.
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    \3\ Fee code DM is appended on orders adding liquidity using the 
midpoint discretionary order within discretionary range.
    \4\ Fee code HA is appended to non-displayed orders adding 
liquidity.
    \5\ Fee code MM is appended to non-displayed orders adding 
liquidity using the mid-point peg.
    \6\ Fee code RP is appended to non-displayed orders adding 
liquidity using the supplemental peg.
    \7\ Fee code X is appended to routed orders.
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    The Exchange first notes that it operates in a highly competitive 
market in which market participants can readily direct order flow to 
competing venues if they deem fee levels at a particular venue to be 
excessive or incentives to be insufficient. More specifically, the 
Exchange is only one of 16 registered equities exchanges, as well as a 
number of alternative trading systems and other off-exchange venues 
that do not have similar self-regulatory responsibilities under the 
Securities Exchange Act of 1934 (the ``Act''), to which market 
participants may direct their order flow. Based on publicly available 
information,\8\ no single registered equities exchange has more than 
15% of the market share. Thus, in such a low-concentrated and highly 
competitive market, no single equities exchange possesses significant 
pricing power in the execution of order flow. The Exchange in 
particular operates a ``Maker-Taker'' model whereby it pays rebates to 
members that add liquidity and assesses fees to those that remove 
liquidity. The Exchange's Fee Schedule sets forth the standard rebates 
and rates applied per share for orders that provide and remove 
liquidity, respectively. Currently, for orders in securities priced at 
or above $1.00, the Exchange provides a standard rebate of $0.00160 per 
share for orders that add liquidity and assesses a fee of $0.0030 per 
share for orders that remove liquidity. For orders in securities priced 
below $1.00, the Exchange provides a standard rebate of $0.00009 per 
share for orders that add liquidity and assesses a fee of 0.30% of the 
total dollar value for orders that remove liquidity. Additionally, in 
response to the competitive environment, the Exchange also offers 
tiered pricing which provides Members opportunities to qualify for 
higher rebates or reduced fees where certain volume criteria and 
thresholds are met. Tiered pricing provides an incremental incentive 
for Members to strive for higher tier levels, which provides 
increasingly higher benefits or discounts for satisfying increasingly 
more stringent criteria.
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    \8\ See Cboe Global Markets, U.S. Equities Market Volume 
Summary, Month-to-Date (October 24, 2022), available at https://www.cboe.com/us/equities/market_statistics/.
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    First, the Exchange proposes to reduce the rebate applied to 
certain non-displayed orders. Specifically, the Exchange proposes to 
reduce the rebate of $0.0010 per share to $0.0008 per share for orders 
yielding fee code DM, HA, MM, or RP.
    Second, the Exchange proposes to add two new tiers to the Add/
Remove Volume Tiers provided under footnote 1 of the Fee Schedule and 
one new tier to the Retail Volume Tiers provided under footnote 2 of 
the Fee Schedule. Specifically, the Exchange proses to adopt the Growth 
Tier 5 and Non-Displayed Step-Up Volume Tier 3 under the footnote 1, 
and the Retail Growth Tier 2 under footnote 2. The Growth Tiers, Non-
Displayed Step-Up Volume Tiers, and Retail Growth Tiers each provide an 
enhanced rebate for Members' qualifying orders where a Member reaches 
certain add volume-based criteria, including ``growing'' its volume 
over a certain baseline month. The Growth Tiers are applicable to 
liquidity adding orders yielding fee B,\9\ V,\10\ Y,\11\ 3,\12\ and 
4,\13\ the Non-Displayed Step-Up Volume Tiers are applicable to non-
displayed orders yielding DM, HA, MM and RP, and the Retail Growth 
Tiers are applicable to retail orders yielding fee codes ZA \14\ and 
ZO.\15\ The proposed criteria for each of the proposed tiers is as 
follows:
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    \9\ Fee code B is appended to orders adding liquidity to EDGX in 
Tape B securities.
    \10\ Fee code V is appended to orders adding liquidity to EDGX 
in Tape A securities.
    \11\ Fee code Y is appended to orders adding liquidity to EDGX 
in Tape C securities.
    \12\ Fee code 3 is appended to orders adding liquidity to EDGX 
in the pre and post market in Tapes A or C securities.
    \13\ Fee code 4 is appended to orders adding liquidity to EDGX 
in the pre and post market in Tape B securities.
    \14\ Fee code ZA is appended liquidity adding retail orders.
    \15\ Fee code ZO is appended to liquidity adding retail orders 
in the pre and post market.
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    (1) Member adds a Step-Up ADAV \16\ from October 2022 >=0.15% of 
the TCV \17\ or Member adds a Step-Up ADAV from October 2022 
>=15,000,000; and
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    \16\ ADAV means average daily added volume calculated as the 
number of shares added per day ADAV is calculated on a monthly 
basis. Step-Up ADAV means ADAV in the relevant baseline month 
subtracted from current ADAV.
    \17\ TCV means total consolidated volume calculated as the 
volume reported by all exchanges and trade reporting facilities to a 
consolidated transaction reporting plan for the month for which the 
fees apply.
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    (2) Member has a total remove ADV >=0.45% of TCV or Member has a 
total remove ADV >=45,000,000.
    While the proposed criteria is the same for each of the proposed 
new tiers, the Exchange proposes the following rebates: $0.0034 per 
share to Members meeting Growth Tier 5, $0.0026 per share to Members 
meeting Non-Displayed Step-Up Volume Tier 3, and $0.0037 per share to 
Members meeting Retail Growth Tier 2. While the criteria of each of the 
proposed tiers is identical, the Exchange proposes different rebates 
for each of the tiers based on the type of order (i.e., liquidity 
adding displayed orders, liquidity adding non-displayed orders, and 
retail orders).
    The Exchange next proposes to modify the Non-Displayed Add Volume 
Tier 2 under footnote 1 of the Fee Schedule. Specifically, the Exchange 
proposes to reduce the rebate from $0.0022 per share to $0.0020 per 
share to orders meeting the required criteria. The Exchange proposes no 
modifications to the required criteria of the tier.
    Last, the Exchange proposes to clarify that fee code X is 
applicable to routed orders that add or remove liquidity. When certain 
fee codes were deleted from the Fee Schedule, the Exchange 
simultaneously proposed to update fee code X to make clear that it 
applies to all other routed orders that are not otherwise specified 
under other fee codes in the Fee Schedule.\18\ However, the Exchange 
did not make clear in the fee code table that fee code X is therefore 
also applicable to orders that both add and remove liquidity.\19\ 
Therefore, the Exchange is now proposing to add such language to the 
description of fee code X, as well as eliminate the reference to 
``Removing'' liquidity in the Standard Rates header for the Routing 
Liquidity column (which is applicable to fee code X).
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    \18\ See Securities Exchange Act No. 91002 (January 27, 2021) 86 
FR 7902 (February 2, 2021) (SR-CboeEDGX-2021-006).
    \19\ Under the Transaction Fees section of the Fee Schedule, 
bullet four provides ``[u]nless otherwise noted, all routing fees or 
rebates in the Fee Codes and Associated Fees table are for removing 
liquidity from the destination venue.''
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2. Statutory Basis
    The Exchange believes the proposed rule change is consistent with 
the Act and the rules and regulations thereunder applicable to the 
Exchange and, in particular, the requirements of Section 6(b) of the 
Act.\20\ Specifically, the Exchange believes the proposed rule change 
is consistent with the Section 6(b)(5) \21\ requirements that the rules 
of an exchange be designed to prevent fraudulent and manipulative acts 
and practices, to promote just and equitable principles of trade, to 
foster cooperation and coordination with persons engaged in regulating, 
clearing, settling, processing information with respect to, and 
facilitating transactions in securities, to remove impediments to and 
perfect the mechanism of a free and open market and a national market

[[Page 72583]]

system, and, in general, to protect investors and the public interest. 
Additionally, the Exchange believes the proposed rule change is 
consistent with the Section 6(b)(5) \22\ requirement that the rules of 
an exchange not be designed to permit unfair discrimination between 
customers, issuers, brokers, or dealers as well as Section 6(b)(4) \23\ 
as it is designed to provide for the equitable allocation of reasonable 
dues, fees and other charges among its Members and other persons using 
its facilities.
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    \20\ 15 U.S.C. 78f(b).
    \21\ 15 U.S.C. 78f(b)(5).
    \22\ Id.
    \23\ 15 U.S.C. 78f(b)(4).
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    As described above, the Exchange operates in a highly competitive 
market in which market participants can readily direct order flow to 
competing venues if they deem fee levels at a particular venue to be 
excessive or incentives to be insufficient. The Exchange believes that 
its proposal to reduce the rebates applicable to fee codes DM, HA, MM, 
and RP is fair, equitable, and reasonable because the proposed rebate 
remains consistent with pricing offered by the Exchange's affiliates 
and competitors and does not represent a significant departure from the 
Exchange's general pricing structure. Specifically, the proposed rebate 
applicable to fee code DM, HA, MM, and RP are in-line with the rebates 
provided to similar non-displayed orders offered by the Nasdaq Stock 
Market LLC (``Nasdaq''), which provides rebates ranging from $0.0010 
(Tape C securities) to $0.0014 (Tape A and B securities) for similar 
orders.\24\ Therefore, the Exchange believes the proposed rebates 
associated with fee codes DM, HA, MM, and RP remain consistent with 
pricing previously offered by the Exchange and other exchanges and does 
not represent a significant departure from such pricing.
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    \24\ See ``Rebate to Add Non-Displayed Midpoint Liquidity 
(excluding buy (sell) orders with Midpoint pegging that receive an 
execution price that is lower (higher) than the midpoint of the 
NBBO'' for firms that add less than 1 million shares of midpoint 
liquidity on the Nasdaq fee schedule at http://nasdaqtrader.com/Trader.aspx?id=PriceListTrading2.
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    The proposal to adopt the Growth Tier 5, Non-Displayed Step-Up 
Volume Tier, and Retail Growth Tier 2 reflects a competitive pricing 
structure designed to incentivize market participants to direct their 
order flow to the Exchange, which the Exchange believes would enhance 
market quality to the benefit of all Members. While the criteria of 
each of the proposed tiers is identical, the Exchange proposes 
different rebates for each of the tiers based on the type of order 
(i.e., liquidity adding displayed orders, liquidity adding non-
displayed orders, and retail orders). Additionally, the Exchange notes 
that relative volume-based incentives and discounts have been widely 
adopted by exchanges,\25\ including the Exchange,\26\ and are 
reasonable, equitable and non-discriminatory because they are open to 
all Members on an equal basis and provide additional benefits or 
discounts that are reasonably related to (i) the value to an exchange's 
market quality and (ii) associated higher levels of market activity, 
such as higher levels of liquidity provision and/or growth patterns. 
Competing equity exchanges offer similar tiered pricing structures, 
including schedules of rebates and fees that apply based upon members 
achieving certain volume and/or growth thresholds, as well as assess 
similar fees or rebates for similar types of orders, to that of the 
Exchange.
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    \25\ See, e.g., BZX Equities Fee Schedule, Footnote 1, Add/
Remove Volume Tiers.
    \26\ See, e.g., EDGX Equities Fee Schedule, Footnote 1, Add/
Remove Volume Tiers.
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    In particular, the Exchange believes the proposed new tiers and the 
proposed change to reduce the rebate for Non-Displayed Add Volume Tier 
2 are reasonable because they will be available to all Members and 
provide all Members with an additional opportunity to receive an 
enhanced rebate. The Exchange further believes the proposed Growth Tier 
5, Non-Displayed Step-Up Volume Tier, and Retail Growth Tier 2 as well 
as the existing Non-Displayed Add Volume Tier will provide a reasonable 
means to encourage liquidity adding displayed orders, liquidity adding 
non-displayed orders, and retail orders, respectively, in Members' 
order flow to the Exchange and to incentivize Members to continue to 
provide liquidity adding volume to the Exchange by offering them an 
additional opportunity to receive an enhanced rebate on qualifying 
orders. An overall increase in activity would deepen the Exchange's 
liquidity pool, offers additional cost savings, support the quality of 
price discovery, promote market transparency and improve market 
quality, for all investors.
    The Exchange believes that the proposed changes are reasonable as 
it does not represent a significant departure from the criteria 
currently offered in the Fee Schedule. Specifically, the proposed new 
tiers have criteria similar to the existing Growth Tier 4, albeit with 
more stringent criteria that applies at the Member level rather than 
the MPID level. Nonetheless, the Exchange believes that the enhanced 
rebates under the proposed new tiers and the Non-Displayed Add Volume 
Tier are commensurate with the criteria and the type of order flow 
associated with the applicable tier by allowing for Member level 
activity to become eligible for the rebate instead of only MPID level 
activity. The Exchange also believes that the proposal represents an 
equitable allocation of fees and rebates and is not unfairly 
discriminatory because all Members will be eligible for the proposed 
new tiers and have the opportunity to meet the tiers' criteria and 
receive the corresponding enhanced rebate if such criteria is met. 
Without having a view of activity on other markets and off-exchange 
venues, the Exchange has no way of knowing whether this proposed rule 
change would definitely result in any Members qualifying the new 
proposed tiers. While the Exchange has no way of predicting with 
certainty how the proposed changes will impact Member activity, based 
on the prior months volume, the Exchange anticipates that at least one 
Member will be able to satisfy the criteria proposed under each 
proposed new tier. The Exchange also notes that proposed changes will 
not adversely impact any Member's ability to qualify for enhanced 
rebates offered under other tiers. Should a Member not meet the 
proposed new criteria, the Member will merely not receive that 
corresponding enhanced rebate.
    Finally, the Exchange believes the proposal to modify fee code X to 
explicitly provide that it is applicable to routed orders that add and 
remove liquidity on the destination exchange is not designed to permit 
unfair discrimination between customers, issuers, brokers, or dealers. 
Specifically, the proposal is intended only to make a clarifying change 
to the Fee Schedule and involves no substantive change.

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

    The Exchange does not believe that the proposed rule change will 
impose any burden on competition that is not necessary or appropriate 
in furtherance of the purposes of the Act. Rather, as discussed above, 
the Exchange believes that the proposed changes would encourage the 
submission of additional order flow to a public exchange, thereby 
promoting market depth, execution incentives and enhanced execution 
opportunities, as well as price discovery and transparency for all 
Members. As a result, the Exchange believes that the proposed changes 
further the Commission's goal in adopting Regulation NMS of fostering 
competition among orders, which promotes ``more efficient pricing of

[[Page 72584]]

individual stocks for all types of orders, large and small.''
    The Exchange believes the proposed rule changes do not impose any 
burden on intramarket competition that is not necessary or appropriate 
in furtherance of the purposes of the Act. Particularly, the proposed 
change to the Non-Displayed Add Volume Tier 2 and the proposed new 
Growth Tier 5, Non-Displayed Step-Up Volume Tier, and Retail Growth 
Tier 2 will apply to all Members equally in that all Members are 
eligible for each of the Tiers, have a reasonable opportunity to meet 
the Tiers' criteria and will receive the enhanced rebate on their 
qualifying orders if such criteria is met. The Exchange does not 
believe the proposed changes burdens competition, but rather, enhances 
competition as it is intended to increase the competitiveness of EDGX 
by amending an existing pricing incentive and adopting pricing 
incentives in order to attract order flow and incentivize participants 
to increase their participation on the Exchange, providing for 
additional execution opportunities for market participants and improved 
price transparency. Greater overall order flow, trading opportunities, 
and pricing transparency benefits all market participants on the 
Exchange by enhancing market quality and continuing to encourage 
Members to send orders, thereby contributing towards a robust and well-
balanced market ecosystem.
    The Exchange does not believe the proposal to decrease the rebate 
associated with fee codes DM, HA, MM, or RP represent a significant 
departure from previous pricing offered by the Exchange or pricing 
offered by the Exchange's competitors. Members may opt to disfavor the 
Exchange's pricing if they believe that alternatives offer them better 
value. Accordingly, the Exchange does not believe that the proposed 
change will impair the ability of Members or competing venues to 
maintain their competitive standing in the financial markets.
    Next, the Exchange believes the proposed rule changes does not 
impose any burden on intermarket competition that is not necessary or 
appropriate in furtherance of the purposes of the Act. As previously 
discussed, the Exchange operates in a highly competitive market. 
Members have numerous alternative venues that they may participate on 
and direct their order flow, including other equities exchanges, off-
exchange venues, and alternative trading systems. Additionally, the 
Exchange represents a small percentage of the overall market. Based on 
publicly available information, no single equities exchange has more 
than 15% of the market share.\27\ Therefore, no exchange possesses 
significant pricing power in the execution of order flow. Indeed, 
participants can readily choose to send their orders to other exchange 
and off-exchange venues if they deem fee levels at those other venues 
to be more favorable. Moreover, the Commission has repeatedly expressed 
its preference for competition over regulatory intervention in 
determining prices, products, and services in the securities markets. 
Specifically, in Regulation NMS, the Commission highlighted the 
importance of market forces in determining prices and SRO revenues and, 
also, recognized that current regulation of the market system ``has 
been remarkably successful in promoting market competition in its 
broader forms that are most important to investors and listed 
companies.'' \28\ The fact that this market is competitive has also 
long been recognized by the courts. In NetCoalition v. Securities and 
Exchange Commission, the D.C. Circuit stated as follows: ``[n]o one 
disputes that competition for order flow is `fierce.' . . . As the SEC 
explained, `[i]n the U.S. national market system, buyers and sellers of 
securities, and the broker-dealers that act as their order-routing 
agents, have a wide range of choices of where to route orders for 
execution'; [and] `no exchange can afford to take its market share 
percentages for granted' because `no exchange possesses a monopoly, 
regulatory or otherwise, in the execution of order flow from broker 
dealers'. . . .''.\29\ Accordingly, the Exchange does not believe its 
proposed fee change imposes any burden on competition that is not 
necessary or appropriate in furtherance of the purposes of the Act.
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    \27\ Supra note 8.
    \28\ See Securities Exchange Act Release No. 51808 (June 9, 
2005), 70 FR 37496, 37499 (June 29, 2005).
    \29\ NetCoalition v. SEC, 615 F.3d 525, 539 (DC Cir. 2010) 
(quoting Securities Exchange Act Release No. 59039 (December 2, 
2008), 73 FR 74770, 74782-83 (December 9, 2008) (SR-NYSEArca-2006-
21)).
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    Finally, the Exchange believes its proposal to clarify that fee 
code X is applicable to liquidity adding and removing orders will have 
no impact on competition as it involves no substantive change to the 
existing Fee Schedule.

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

    The Exchange neither solicited nor received comments on the 
proposed rule change.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    The foregoing rule change has become effective pursuant to Section 
19(b)(3)(A) of the Act \30\ and paragraph (f) of Rule 19b-4 \31\ 
thereunder. At any time within 60 days of the filing of the proposed 
rule change, the Commission summarily may temporarily suspend such rule 
change if it appears to the Commission that such action is necessary or 
appropriate in the public interest, for the protection of investors, or 
otherwise in furtherance of the purposes of the Act. If the Commission 
takes such action, the Commission will institute proceedings to 
determine whether the proposed rule change should be approved or 
disapproved.
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    \30\ 15 U.S.C. 78s(b)(3)(A).
    \31\ 17 CFR 240.19b-4(f).
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IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the Act. Comments may be submitted by any of 
the following methods:

Electronic Comments

     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-CboeEDGX-2022-050 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-CboeEDGX-2022-050. This 
file number should be included on the subject line if email is used. To 
help the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's internet website (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

[[Page 72585]]

printing in the Commission's Public Reference Room, 100 F Street NE, 
Washington, DC 20549, on official business days between the hours of 
10:00 a.m. and 3:00 p.m. Copies of the filing also will be available 
for inspection and copying at the principal office of the Exchange. All 
comments received will be posted without change. Persons submitting 
comments are cautioned that we do not redact or edit personal 
identifying information from comment submissions. You should submit 
only information that you wish to make available publicly. All 
submissions should refer to File Number SR-CboeEDGX-2022-050 and should 
be submitted on or before December 16, 2022.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\32\
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    \32\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2022-25667 Filed 11-23-22; 8:45 am]
BILLING CODE 8011-01-P