[Federal Register Volume 88, Number 53 (Monday, March 20, 2023)]
[Notices]
[Pages 16687-16691]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2023-05535]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-97136; File No. SR-CboeEDGX-2023-020]


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

March 14, 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 March 10, 2023, Cboe EDGX Exchange, Inc. (``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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[[Page 16688]]

I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    Cboe EDGX Exchange, Inc. (the ``Exchange'' or ``EDGX Options'') 
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 to modify its 
market data fees for EDGX Options Top.\3\ Particularly, the Exchange 
proposes to modify the Professional and Non-Professional User Fees, 
adopt a new Enterprise Fee for EDGX Options Top, and make other 
clarifying, non-substantive changes.\4\
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    \3\ EDGX Options Top is an uncompressed data feed that offers 
top of book quotations and execution information based on options 
orders entered into the System. Uncompressed data is disseminated 
``as is'' in the native format by the Exchange, with no compression.
    \4\ The Exchange initially filed the proposed fee changes on 
January 3, 2023 (SR-CboeEDGX-2023-001). On February 28, 2023, the 
Exchange submitted SR-CboeEDGX-2023-015 in place of SR-CboeEDGX-
2023-001, which the Exchange withdrew on March 1, 2023. On March 10, 
2023 the Exchange withdrew CboeEDGX-2023-015 and submitted this 
proposal.
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    The Exchange first proposes to reduce the rates for Professional 
and Non-Professional User fees for EDGX Options Top. The Exchange 
currently charges Internal Distributors and External Distributors that 
redistribute any of the EDGX Options Data Feeds different fees for 
their Professional Users \5\ and Non-Professional Users.\6\ The 
Exchange currently assesses a monthly fee for Professional Users of 
$10.00 per User and a monthly fee of $1.00 per Non-Professional 
User.\7\ Further, the Fee Schedule provides that Distributors and Users 
of any one of EDGX Options market data products (i.e., EDGX Options 
Top, EDGX Options Depth, EDGX Options Auction Feed, EDGX Options 
Complex Depth, EDGX Options Complex Top, and EDGX Options Complex 
Auction Fees) may receive, at no additional charge, access to any or 
all of the other market data products listed. The Exchange proposes to 
reduce the rates for the User fees for EDGX Options Top. Particularly, 
the Exchange proposes to reduce the monthly (i) Professional User fee 
from $10 per user to $5 per user and (ii) Non-Professional User fee 
from $1.00 per user to $0.10 per user. The Exchange also proposes to 
start charging separate User fees for EDGX Options Top. User Fees for 
the Exchange's remaining market data products will continue to receive, 
at no additional charge, access to any or all of the other market data 
products listed (with the exception of EDGX Options Top). The Exchange 
has reformatted the Market Data Fees tables to make this clear.\8\
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    \5\ A Professional User of an Exchange Market Data product is 
any User other than a Non-Professional User. The Exchange proposes 
to amend the definition of ``Professional User'' in the Fee Schedule 
to further clarify that a Professional User is a natural person 
recipient of an Exchange Data product who is not a Non-Professional 
User.
    \6\ A ``Non-Professional User'' of an Exchange Market Data 
product is a natural person or qualifying trust that uses Data only 
for personal purposes and not for any commercial purpose and, for a 
natural person who works in the United States, is not: (i) 
registered or qualified in any capacity with the Securities and 
Exchange Commission, the Commodities Futures Trading Commission, any 
state securities agency, any securities exchange or association, or 
any commodities or futures contract market or association; (ii) 
engaged as an ``investment adviser'' as that term is defined in 
Section 202(a)(11) of the Investment Advisors Act of 1940 (whether 
or not registered or qualified under that Act); or (iii) employed by 
a bank or other organization exempt from registration under federal 
or state securities laws to perform functions that would require 
registration or qualification if such functions were performed for 
an organization not so exempt; or, for a natural person who works 
outside of the United States, does not perform the same functions as 
would disqualify such person as a Non-Professional User if he or she 
worked in the United States.
    \7\ Distributors that receive EDGX Options Data Feeds are 
required to count every Professional User and Non-Professional User 
to which they provide the market data product(s).
    \8\ The Exchange is not proposing any changes to the current 
User Fee rates for its other market data products at this time and 
Users of any one of the remaining market data products may continue 
to receive, at no additional charge, access to any or all of the 
other market data products listed (i.e., except for EDGX Options 
Top).
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    The Exchange lastly proposes to establish a $20,000 per month 
Enterprise Fee that will permit a Distributor to purchase a monthly 
(and optional) Enterprise license to receive the EDGX Options Top Data 
for distribution to an unlimited number of Professional and Non-
Professional Users. The Enterprise Fee is an alternative to 
Professional and Non-Professional User fees and will permit a 
Distributor to pay a flat fee to receive the data for an unlimited 
number of Professional and Non-Professional Users, which the Exchange 
proposes to make clear in the Fee Schedule. The Enterprise Fee may 
provide an opportunity to reduce fees. For example, if a Distributor 
distributes EDGX Options Top to 15,000 Professional Users who each 
receive EDGX Options Top at $5.00 per month (as proposed), then that 
Distributor will pay $75,000 per month in Professional Users fees. If 
the Distributor instead were to purchase the proposed Enterprise 
license, then it would alternatively pay a flat fee of $20,000 for an 
unlimited number of Professional and Non-Professional Users. A 
Distributor must pay a separate Enterprise Fee for each entity that 
controls the display of EDGX Options Top if it wishes for such Users to 
be covered by the Enterprise Fee rather than by per User fees.\9\ A 
Distributor that pays the Enterprise Fee will not have to report its 
number of such Users on a monthly basis. Rather, every six months, it 
must provide the Exchange with a count of the total number of 
Professional and Non-Professional users of EDGX Options Top.\10\ The 
Exchange notes that the purchase of an Enterprise license is voluntary 
and a firm may elect to instead use the per User structure and benefit 
from the proposed per User Fees described above. For example, a firm 
that does not have a sufficient number of Users to benefit from 
purchase of the license need not do so.
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    \9\ For example, if a Distributor that distributes EDGX Options 
Top to Retail Brokerage Firm A and Retail Brokerage Firm B and 
wishes to have the Users under each firm covered by an Enterprise 
license, the Distributor would be subject to two Enterprise Fees.
    \10\ See Cboe Global Markets North American Data Policies.
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    The Exchange lastly proposes to modify the definition of 
Professional User under the definitions section of the Market Data Fees 
section to clarify that a Professional ``User'' is any natural person 
recipient of an Exchange Market Data product who is not a Non-
Professional User. The proposed modification also aligns the definition 
with that of the definition used by the

[[Page 16689]]

Exchange's affiliates Cboe Exchange, Inc. and Cboe C2 Exchange, 
Inc.\11\
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    \11\ See Cboe Data Services, LLC Fees Schedule and Cboe C2 
Options Fees Schedule.
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2. Statutory Basis
    The Exchange believes the proposed rule change is consistent with 
the Securities Exchange Act of 1934 (the ``Act'') and the rules and 
regulations thereunder applicable to the Exchange and, in particular, 
the requirements of Section 6(b) of the Act.\12\ Specifically, the 
Exchange believes the proposed rule change is consistent with the 
Section 6(b)(5) \13\ 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 
Section 6(b)(4) of the Act,\14\ which requires that Exchange rules 
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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    \12\ 15 U.S.C. 78f(b).
    \13\ 15 U.S.C. 78f(b)(5).
    \14\ 15 U.S.C. 78f(b)(4).
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    The Exchange first notes that it operates in a highly competitive 
environment. Indeed, there are currently 16 registered options 
exchanges that trade options. Based on publicly available information, 
no single options exchange has more than 17% of the market share.\15\ 
The Exchange believes top-of-book quotation and transaction data is 
highly competitive as national securities exchanges compete vigorously 
with each other to provide efficient, reliable, and low-cost data to a 
wide range of investors and market participants. Indeed, there are 
several competing products offered by other national securities 
exchanges today, not counting products offered by the Exchange's 
affiliates, and each of the Exchange's affiliated U.S. options 
exchanges also offers similar top-of-book data.\16\ Each of those 
exchanges offer top-of-book quotation and last sale information based 
on their own quotation and trading activity that is substantially 
similar to the information provided by the Exchange through the EDGX 
Options Top Feed. Further, the quote and last sale data contained in 
the EDGX Options Top Feed is identical to the data sent to OPRA for 
redistribution to the public.\17\ Accordingly, Exchange top-of-book 
data is widely available today from a number of different sources.
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    \15\ See Cboe Global Markets U.S. Options Market Month-to-Date 
Volume Summary (February 24, 2023), available at https://markets.cboe.com/us/options/market_statistics/.
    \16\ See e.g., NYSE Arca Options Proprietary Market Data Fees 
Schedule, MIAX Options Exchange, Fee Schedule, Section 6 (Market 
Data Fees), Nasdaq PHLX Options 7 Pricing Schedule, Section 10 
(Proprietary Data Feed Fees) and Cboe Data Services, LLC Fees 
Schedule.
    \17\ The Exchange notes that it makes available the top-of-book 
and last sale data that is included in the EDGX Options Top Data 
Feed no earlier than the time at which the Exchange sends that data 
to OPRA.
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    Moreover, the EDGX Options Top is distributed and purchased on a 
voluntary basis, in that neither the Exchange nor market data 
distributors are required by any rule or regulation to make this data 
available. Accordingly, Distributors and Users can discontinue use at 
any time and for any reason, including due to an assessment of the 
reasonableness of fees charged. As described above, market participants 
have a wide variety of alternative market data products from which to 
choose, such as similar proprietary data products offered by other 
exchanges and consolidated data. Further, the Exchange is not required 
to make any proprietary data products available or to offer any 
specific pricing alternatives to any customers. Moreover, persons 
(including broker-dealers) who subscribe to any exchange proprietary 
data feed must also have equivalent access to consolidated Options 
Information \18\ from OPRA for the same classes or series of options 
that are included in the proprietary data feed, and proprietary data 
feeds cannot be used to meet that particular requirement.\19\ As such, 
all proprietary data feeds are optional.
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    \18\ ``Consolidated Options Information'' means consolidated 
Last Sale Reports combined with either consolidated Quotation 
Information or the BBO furnished by OPRA. Access to consolidated 
Options Information is deemed ``equivalent'' if both kinds of 
information are equally accessible on the same terminal or work 
station. See Limited Liability Company Agreement of Options Price 
Reporting Authority, LLC (``OPRA Plan''), Section 5.2(c)(iii). The 
Exchange notes that this requirement under the OPRA Plan is also 
reiterated under the Cboe Global Markets Global Data Agreement and 
Cboe Global Markets North American Data Policies, which subscribers 
to any exchange proprietary product must sign and are subject to, 
respectively. Additionally, the Exchange's Data Order Form (used for 
requesting the Exchange's market data products) requires 
confirmation that the requesting market participant receives data 
from OPRA.
    \19\ Id.
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    The Commission has repeatedly expressed its preference for 
competition over regulatory intervention in determining prices, 
products, and services in the securities markets. Particularly, 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.'' \20\ Making 
similar data products available to market participants fosters 
competition in the marketplace, and constrains the ability of exchanges 
to charge supracompetitive fees. In the event that a market participant 
views one exchange's data product as more or less attractive than the 
competition they can and do switch between similar products. The 
proposed fees are a result of the competitive environment, as the 
Exchange seeks to adopt fees to attract purchasers of EDGX Options Top 
Data.
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    \20\ 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 Exchange believes the proposed changes to reduce the rates of 
the current Professional and Non-Professional User fees are reasonable 
as Distributors will be subject to lower rates for EDGX Options Top 
User fees. Additionally, the User fees continue to be in line with and/
or lower than User fees assessed by other exchanges for similar 
data.\21\
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    \21\ See e.g., Nasdaq PHLX Options 7 Pricing Schedule, Section 
10 (Proprietary Data Feed Fees), which provides for a fee of $40 per 
month to professional users and $1.00 per month to non-professional 
users to cover the usage of PHLX Options (TOPO) Data, TOPO Plus 
Orders, PHLX Orders and PHLX Depth Data feeds. See also NYSE 
American Options Proprietary Market Data Fees schedule, which 
provides for a fee of $50 per month to professional users and $1.00 
per month to non-professional users of American Options Top Data, 
American Options Deep and American Options Complex products. By 
comparison, the total combined Professional User fee for the 
Exchange's market data products is significantly lower at $11 per 
Professional User (i.e., $1 per Professional Users of EDGX Options 
Top, as proposed, and $10 per Professional User of any of the 
remaining EDGX Options market data products). The Exchange's 
combined Non-Professional User Fee at $1.10 per Non-Professional 
User (i.e., $0.10 per Non-Professional User of EDGX Options Top, as 
proposed, and $1 per Non-Professional User of any of the remaining 
EDGX Options market data products) is still in line with, and not a 
significant departure from, PHLX's and NYSE American's 
aforementioned Non-Professional User fees.
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    The Exchange believes that the proposed fees are equitable and not 
unfairly discriminatory because they will be charged uniformly to 
Distributors who distribute EDGX Options Top. The Exchange also 
believes continuing to offer EDGX Options Top Data to Non-Professional

[[Page 16690]]

Users at a lower cost than Professional Users results in greater equity 
among data recipients, as Professional Users are categorized as such 
based on their employment and participation in financial markets, and 
thus, are compensated to participate in the markets. Although Non-
Professional Users too can receive significant financial benefits 
through their participation in the markets, the Exchange believes it is 
reasonable to charge more for those Users who are more directly engaged 
in the markets.
    The Exchange next notes it is not required to charge a single User 
fee to cover all its available data products, but none-the-less has 
opted to not charge for separate User Fees for both feeds since EDGX 
Options Top was adopted in January 2018.\22\ However, the Exchange now 
wishes to have separate User fees for EDGX Options Top. The Exchange 
believes the proposed change is reasonable, equitable and not unfairly 
discriminatory as all of EDGX Options data products are purely 
optional. Only those Distributors that deem the products to be of 
sufficient overall value and usefulness would purchase them for 
distribution to Users. Further, Distributors are not required to 
distribute, and Users are not required to receive, any one particular 
data product and may choose to receive none, one, or several of the 
Exchange's market data products. Indeed, less than 25% of the 
Exchange's market data subscriptions is for EDGX Options Top. 
Additionally, the Exchange is not required to provide any fee waiver to 
Distributors of EDGX Options Top. The Exchange believes the proposed 
change is equitable and not unfairly discriminatory as it will apply 
uniformly to Distributors.
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    \22\ See Securities Exchange Act Release No. 82462 (January 8, 
2018), 83 FR 1647 (January 12, 2018) (SR-CboeEDGX-2017-010).
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    The proposed Enterprise Fee for EDGX Options Top Feed is equitable 
and reasonable as the proposed fee could result in a fee reduction for 
Distributors with a large number of Professional and Non-Professional 
Users. If a Distributors has a smaller number of Professional Users of 
EDGX Options Top Data, then it may continue using the per User 
structure and benefit from the proposed per EDGX Options Top User Fee 
reductions. By reducing prices for recipient firms with a large number 
of Professional and Non-Professional Users, the Exchange believes that 
more firms may choose to receive and to distribute EDGX Options Top 
Data, thereby expanding the distribution of this market data for the 
benefit of investors.
    The Exchange further believes that the proposed Enterprise Fee is 
reasonable because it will simplify reporting for certain recipients 
that have large numbers of Professional and Non-Professional Users. 
Firms that pay the proposed Enterprise Fee will not have to report the 
number of Users on a monthly basis as they currently do, but rather 
will only have to count Professional and Non-Professional Users every 
six months, which is a significant reduction in administrative burden. 
Finally, as described above the Enterprise Fee is entirely optional. A 
firm that does not have a sufficient number of Users to benefit from 
purchase of the license need not do so.
    The Exchange lastly believes the proposed non-substantive 
clarifying changes will alleviate potential confusion, thereby removing 
impediments to and perfecting the mechanism of a free and open market 
and a national market system, and, in general, protecting investors and 
the public interest.

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 
top-of-book data is constrained by competition among exchanges that 
offer similar data products to their customers. Top-of-book data is 
broadly disseminated by competing U.S. options exchanges and through 
OPRA. There are therefore a number of alternative products available to 
market participants and investors, including products offered by 
certain competing exchanges, as well as OPRA. In this competitive 
environment potential Distributors are free to choose which competing 
product to purchase to satisfy their need for market information. 
Often, the choice comes down to price, as market data customers look to 
purchase cheaper data products, and quality, as market participants 
seek to purchase data that represents significant market liquidity.
    The Exchange believes that the proposed fees do not put any market 
participants at a relative disadvantage compared to other market 
participants. As discussed, the proposed fees would apply to all 
similarly situated recipient firms of EDGX Options Top on an equal and 
non-discriminatory basis. The Exchange believes the differentiated fees 
for Professional and Non-Professional Users of EDGX Options Top is 
appropriate given Professional Users are categorized as such based on 
their employment and participation in financial markets, and thus, are 
compensated to participate in the markets. Non-Professional Users too 
can receive significant financial benefits through their participation 
in the markets, however the Exchange believes it is reasonable to 
charge more to those Users who are more directly engaged in the 
markets. The Exchange therefore believes that the proposed fee neither 
favors nor penalizes one or more categories of market participants in a 
manner that would impose an undue burden on competition.
    The Exchange believes that the proposed fees do not impose a burden 
on competition or on other SROs that is not necessary or appropriate in 
furtherance of the purposes of the Act. In particular, market 
participants are not forced to subscribe to EDGX Options Top Data, or 
any of the Exchange's data feeds, as described above. As noted, the 
quote and last sale data contained in the Exchange's EDGX Options Top 
feed is identical to the data sent to OPRA for redistribution to the 
public. Accordingly, Exchange top-of-book data is therefore widely 
available today from a number of different sources.
    Because market data customers can find suitable substitute feeds, 
an exchange that overprices its market data products stands a high risk 
that users may substitute another product. These competitive pressures 
ensure that no one exchange's market data fees can impose an undue 
burden on competition, and the Exchange's proposed fees do not do so 
here.

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 \23\ and paragraph (f) of Rule 19b-4 \24\ 
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

[[Page 16691]]

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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    \23\ 15 U.S.C. 78s(b)(3)(A).
    \24\ 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-2023-020 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-2023-020. 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 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-2023-020 and should be 
submitted on or before April 10, 2023.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\25\
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    \25\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2023-05535 Filed 3-17-23; 8:45 am]
BILLING CODE 8011-01-P