Pursuant to section 766.24 of the Export Administration Regulations, 15 CFR parts 730-774 (2021) (“EAR” or “the Regulations”), 1 I hereby grant the request of the Office of Export Enforcement (“OEE”) to renew the temporary denial order (“TDO”) issued in this matter on November 15, 2022. I find that renewal of this order is necessary in the public interest to prevent an imminent violation of the Regulations.

On May 20, 2022, I signed an order denying the export privileges of Rossiya Airlines (“Rossiya”) for a period of 180 days on the ground that issuance of the order was necessary in the public interest to prevent an imminent violation of the Regulations. The order was issued ex parte pursuant to section 766.24(a) of the Regulations and was effective upon issuance. 2 This temporary denial order was subsequently renewed in accordance with section 766.24(d) of the Regulations. 3 The renewal order was issued on November 15, 2022 and was effective upon issuance. 4

On April 20, 2023, BIS, through OEE, submitted a written request for renewal of the TDO that issued on November 15, 2022. The written request was made more than 20 days before the TDO's scheduled expiration. A copy of the renewal request was sent to Rossiya in accordance with sections 766.5 and 766.24(d) of the Regulations. No opposition to the renewal of the TDO has been received.

Pursuant to section 766.24, BIS may issue an order temporarily denying a respondent's export privileges upon a showing that the order is necessary in the public interest to prevent an “imminent violation” of the Regulations, or any order, license or authorization issued thereunder. 15 CFR 766.24(b)(1) and 766.24(d). “A violation may be `imminent' either in time or degree of likelihood.” 15 CFR 766.24(b)(3). BIS may show “either that a violation is about to occur, or that the general circumstances of the matter under investigation or case under criminal or administrative charges demonstrate a likelihood of future violations.” Id. As to the likelihood of future violations, BIS may show that the violation under investigation or charge “is significant, deliberate, covert and/or likely to occur again, rather than technical or negligent[.]” Id. A “lack of information establishing the precise time a violation may occur does not preclude a finding that a violation is imminent, so long as there is sufficient reason to believe the likelihood of a violation.” Id.

The U.S. Commerce Department, through BIS, responded to the Russian Federation's (“Russia's”) further invasion of Ukraine by implementing a sweeping series of stringent export controls that severely restrict Russia's access to technologies and other items that it needs to sustain its aggressive military capabilities. These controls primarily target Russia's defense, aerospace, and maritime sectors and are intended to cut off Russia's access to vital technological inputs, atrophy key sectors of its industrial base, and undercut Russia's strategic ambitions to exert influence on the world stage. Effective February 24, 2022, BIS imposed expansive controls on aviation-related ( e.g., Commerce Control List Categories 7 and 9) items to Russia, including a license requirement for the export, reexport or transfer (in-country) to Russia of any aircraft or aircraft parts specified in Export Control Classification Number (ECCN) 9A991 (section 746.8(a)(1) of the EAR). 5 BIS will review any export or reexport license applications for such items under a policy of denial. See section 746.8(b). Effective March 2, 2022, BIS excluded any aircraft registered in, owned, or controlled by, or under charter or lease by Russia or a national of Russia from being eligible for license exception Aircraft, Vessels, and Spacecraft (AVS) (section 740.15 of the EAR). 6 Accordingly, any U.S.-origin aircraft or foreign aircraft that includes more than 25% controlled U.S.-origin content, and that is registered in, owned, or controlled by, or under charter or lease by Russia or a national of Russia, is subject to a license requirement before it can travel to Russia.

OEE's request for renewal is based upon the facts underlying the issuance of the initial TDO and the evidence developed over the course of this investigation, which indicate a blatant disregard for U.S. export controls, as well as the TDO. Specifically, the initial TDO, issued on May 20, 2022, was based on evidence that Rossiya engaged in conduct prohibited by the Regulations by operating multiple aircraft subject to the EAR and classified under ECCN 9A991.b on flights into Russia after March 2, 2022 from destinations including, but not limited to, Hurghada, Egypt; Sharm el-Sheikh, Egypt; Dubai, United Arab Emirates; and Sharjah, United Arab Emirates, without the required BIS authorization. 7 Further evidence submitted by BIS indicated that Rossiya was continuing to operate aircraft subject to the EAR domestically on flights within Russia, potentially in violation of section 736.2(b)(10) of the Regulations.

As discussed in the November 15, 2022 renewal order, evidence presented by BIS indicated that, after the initial order issued, Rossiya continued to operate aircraft subject to the EAR and classified under ECCN 9A991.b on flights both into and within Russia, in violation of the Regulations and the TDO itself. 8 Specifically, the November 15, 2022 renewal order detailed that Rossiya has continued to operate aircraft subject to the EAR, which were flown into Russia on or after March 2, 2022, or on flights within Russia, including, but not limited to, between such cities as Anadyr, Russia; Kaliningrad, Russia; Khaborovsk, Russia; Magadan, Russia; and Moscow, Russia, in violation of Section 736.2(b)(10) of the Regulations, as well as into Russia on flights from Antalya and Istanbul, Turkey.

Since that time, Rossiya has continued to engage in conduct prohibited by the applicable TDO and Regulations. In its April 20, 2023 request for renewal of the TDO, BIS submitted evidence that Rossiya is operating aircraft subject to the EAR and classified under ECCN 9A991.b, both on flights into and within Russia, in violation of the November 15, 2022 renewal TDO and/or the Regulations. Specifically, BIS's evidence and related investigation demonstrates that Rossiya has continued to operate aircraft subject to the EAR, including, but not limited to, on flights into and out of Russia from/to Sharm el-Sheikh, Egypt; Hurghada, Egypt; Istanbul, Turkey; and Antalya, Turkey, as well as domestically within Russia. Information about those flights includes, but is not limited to, the following:

Under the applicable standard set forth in section 766.24 of the Regulations and my review of the entire record, I find that the evidence presented by BIS convincingly demonstrates that Rossiya has acted in violation of the Regulations and the TDO; that such violations have been significant, deliberate and covert; and that given the foregoing and the nature of the matters under investigation, there is a likelihood of imminent violations. Therefore, renewal of the TDO is necessary in the public interest to prevent imminent violation of the Regulations and to give notice to companies and individuals in the United States and abroad that they should avoid dealing with Rossiya, in connection with export and reexport transactions involving items subject to the Regulations and in connection with any other activity subject to the Regulations.

It is therefore ordered:

First , Rossiya Airlines, Pilotov St. 18-4, St. Petersburg, Russia, 196210, when acting for or on their behalf, any successors or assigns, agents, or employees may not, directly or indirectly, participate in any way in any transaction involving any commodity, software or technology (hereinafter collectively referred to as “item”) exported or to be exported from the United States that is subject to the EAR, or in any other activity subject to the EAR including, but not limited to:

A. Applying for, obtaining, or using any license (except directly related to safety of flight), license exception, or export control document;

B. Carrying on negotiations concerning, or ordering, buying, receiving, using, selling, delivering, storing, disposing of, forwarding, transporting, financing, or otherwise servicing in any way, any transaction involving any item exported or to be exported from the United States that is subject to the EAR except directly related to safety of flight and authorized by BIS pursuant to Section 764.3(a)(2) of the Regulations, or engaging in any other activity subject to the EAR except directly related to safety of flight and authorized by BIS pursuant to section 764.3(a)(2) of the Regulations; or

C. Benefitting in any way from any transaction involving any item exported or to be exported from the United States that is subject to the EAR, or from any other activity subject to the EAR except directly related to safety of flight and authorized by BIS pursuant to section 764.3(a)(2) of the Regulations.

Second , that no person may, directly or indirectly, do any of the following:

A. Export, reexport, or transfer (in-country) to or on behalf of Rossiya any item subject to the EAR except directly related to safety of flight and authorized by BIS pursuant to section 764.3(a)(2) of the Regulations;

B. Take any action that facilitates the acquisition or attempted acquisition by Rossiya of the ownership, possession, or control of any item subject to the EAR that has been or will be exported from the United States, including financing or other support activities related to a transaction whereby Rossiya acquires or attempts to acquire such ownership, possession or control except directly related to safety of flight and authorized by BIS pursuant to section 764.3(a)(2) of the Regulations;

C. Take any action to acquire from or to facilitate the acquisition or attempted acquisition from Rossiya of any item subject to the EAR that has been exported from the United States except directly related to safety of flight and authorized by BIS pursuant to section 764.3(a)(2) of the Regulations;

D. Obtain from Rossiya in the United States any item subject to the EAR with knowledge or reason to know that the item will be, or is intended to be, exported from the United States except directly related to safety of flight and authorized by BIS pursuant to section 764.3(a)(2) of the Regulations; or

E. Engage in any transaction to service any item subject to the EAR that has been or will be exported from the United States and which is owned, possessed or controlled by Rossiya, or service any item, of whatever origin, that is owned, possessed or controlled by Rossiya if such service involves the use of any item subject to the EAR that has been or will be exported from the United States except directly related to safety of flight and authorized by BIS pursuant to section 764.3(a)(2) of the Regulations. For purposes of this paragraph, servicing means installation, maintenance, repair, modification, or testing.

Third , that, after notice and opportunity for comment as provided in section 766.23 of the EAR, any other person, firm, corporation, or business organization related to Rossiya by ownership, control, position of responsibility, affiliation, or other connection in the conduct of trade or business may also be made subject to the provisions of this Order.

In accordance with the provisions of sections 766.24(e) of the EAR, Rossiya may, at any time, appeal this Order by filing a full written statement in support of the appeal with the Office of the Administrative Law Judge, U.S. Coast Guard ALJ Docketing Center, 40 South Gay Street, Baltimore, Maryland 21202-4022.

In accordance with the provisions of section 766.24(d) of the EAR, BIS may seek renewal of this Order by filing a written request not later than 20 days before the expiration date. A renewal request may be opposed by Rossiya as provided in section 766.24(d), by filing a written submission with the Assistant Secretary of Commerce for Export Enforcement, which must be received not later than seven days before the expiration date of the Order.

A copy of this Order shall be provided to Rossiya, and shall be published in the Federal Register .

This Order is effective immediately and shall remain in effect for 180 days.

Take notice that on May 5, 2023, Texas Gas Transmission, LLC (Texas Gas) requested that the Federal Energy Regulatory Commission (Commission) grant an extension of time, until June 26, 2025, to abandon certain pipeline facilities, including all related appurtenant and auxiliary facilities, originally authorized in the June 26, 2018 Order Approving Abandonment under section 7 of the Natural Gas Act and part 157 of the Commission's regulations (June 26, Order). 1 Ordering Paragraph (B) of the June 26 Order provided a deadline of June 26, 2019, to complete abandonment of the facilities.

In its original application, Texas Gas proposed to abandon in-place approximately 11.0 miles of its 16-inch-diameter North Lake Pagie (NLP) pipeline and approximately 5.7 miles of its 16-inch-diameter Bay Junop-Bay Round (BJB) pipeline. In addition, Texas Gas proposed to abandon by removal two platforms including associated risers, piping, and appurtenances, appurtenant rock and concrete, two meters, and timber bulkheads and bulkhead signs at 33 locations along the pipeline right-of-way. The facilities are located approximately 22.1 miles southwest of Houma, Louisiana, extending offshore in Terrebonne Parish, Louisiana, as part of Texas Gas' Southeast Supply Lateral. 2

On June 5, 2019, Texas Gas filed a request for an extension of time, until December 1, 2020, to complete abandonment activities, so as to continue ongoing landowner negotiations and to obtain the necessary environmental permits within the appropriate construction season. On June 10, 2019, the Commission granted an extension of time for one year, until and including June 26, 2020, to complete the abandonment activities. 3

On May 26, 2020, Texas Gas filed a request for a further one-year extension of time, to June 26, 2021, to complete abandonment activities. Texas Gas stated that this extension of time would allow Texas Gas to complete ongoing landowner negotiations and to obtain the necessary environmental permits for the project. The Commission granted that extension of time on June 17, 2020. 4

On April 12, 2021, Texas Gas filed another request for extension of time for an additional two years to complete its project originally authorized in the June 26 Order. Texas Gas requested an additional extension of time, until June 26, 2023, to complete abandonment activities authorized in the above referenced docket. Texas Gas stated that the extension was required to complete abandonment activities, continue ongoing landowner/agency negotiations, and to obtain the outstanding Coastal Use Permit to abandon the NLP/BJB pipeline. The Commission granted that extension of time on May 12, 2021. 5

In this latest filing, Texas Gas now states that they have faced obstacles in securing agreeable terms with agencies and landowners to secure a Coastal Use Permit. Texas Gas also states that new species have been listed by the U.S. Fish and Wildlife Service (USFWS) that may be affected within the proposed project area and will require re-consultation with USFWS. Therefore, Texas Gas is requesting an additional two-year extension to address these issues.

This notice establishes a 15-calendar day intervention and comment period deadline. Any person wishing to comment on the applicant's request for an extension of time may do so. No reply comments or answers will be considered. If you wish to obtain legal status by becoming a party to the proceedings for this request, you should, on or before the comment date stated below, file a motion to intervene in accordance with the requirements of the Commission's Rules of Practice and Procedure (18 CFR 385.214 or 385.211) and the Regulations under the Natural Gas Act (18 CFR 157.10). 6

As a matter of practice, the Commission itself generally acts on requests for extensions of time to complete construction for Natural Gas Act facilities when such requests are contested before order issuance. For those extension requests that are contested, 7 the Commission will aim to issue an order acting on the request within 45 days. 8 The Commission will address all arguments relating to whether the applicant has demonstrated there is good cause to grant the extension. 9 The Commission will not consider arguments that re-litigate the issuance of the certificate order, including whether the Commission properly found the project to be in the public convenience and necessity and whether the Commission's environmental analysis for the certificate complied with the National Environmental Policy Act. 10 At the time a pipeline requests an extension of time, orders on certificates of public convenience and necessity are final and the Commission will not re-litigate their issuance. 11 The OEP Director, or his or her designee, will act on all of those extension requests that are uncontested.

In addition to publishing the full text of this document in the Federal Register , the Commission provides all interested persons an opportunity to view and/or print the contents of this document via the internet through the Commission's Home Page ( http://www.ferc.gov ) using the “eLibrary” link. Enter the docket number excluding the last three digits in the docket number field to access the document. At this time, the Commission has suspended access to the Commission's Public Reference Room. For assistance, contact FERC at FERCOnlineSupport@ferc.gov or call toll-free, (886) 208-3676 or TTY, (202) 502-8659.

The Commission strongly encourages electronic filings of comments in lieu of paper using the “eFile” link at http://www.ferc.gov. In lieu of electronic filing, you may submit a paper copy. Submissions sent via the U.S. Postal Service must be addressed to: Kimberly D. Bose, Secretary, Federal Energy Regulatory Commission, 888 First Street NE, Room 1A, Washington, DC 20426. Submissions sent via any other carrier must be addressed to: Kimberly D. Bose, Secretary, Federal Energy Regulatory Commission, 12225 Wilkins Avenue, Rockville, Maryland 20852.

Comment Date: 5:00 p.m. Eastern Time on May 26, 2023.

Take notice that the following hydroelectric application has been filed with the Commission and is available for public inspection.

a. Type of Application: New Major License.

b. Project No.: P-2715-026.

c. Date filed: July 22, 2022.

d. Applicant: Kaukauna Utilities.

e. Name of Project: Combined Locks Hydroelectric Project.

f. Location: The existing project is located on the Lower Fox River in the Village of Combined Locks and the Village of Little Chute, Outagamie County, Wisconsin.

g. Filed Pursuant to: Federal Power Act 16 U.S.C. 791(a)-825(r).

h. Applicant Contact: Zachary Moureau, Environmental & Compliance Manager, Kaukauna Utilities, 777 Island Street, Kaukauna, WI 54130-7077; (920) 462-0238; zmoureau@ku-wi.org .

i. FERC Contact: Kelly Wolcott, (202) 502-6480, or kelly.wolcott@ferc.gov .

j. Deadline for filing scoping comments: June 10, 2023. 1

The Commission strongly encourages electronic filing. Please file scoping comments using the Commission's eFiling system at http://www.ferc.gov/docs-filing/efiling.asp. Commenters can submit brief comments up to 6,000 characters, without prior registration, using the eComment system at http://www.ferc.gov/docs-filing/ecomment.asp. You must include your name and contact information at the end of your comments. For assistance, please contact FERC Online Support at FERCOnlineSupport@ferc.gov, (866) 208-3676 (toll free), or (202) 502-8659 (TTY). In lieu of electronic filing, please send a paper copy to: Secretary, Federal Energy Regulatory Commission, 888 First Street NE, Washington, DC 20426. The first page of any filing should include docket number P-2715-026.

The Commission's Rules of Practice require all intervenors filing documents with the Commission to serve a copy of that document on each person on the official service list for the project. Further, if an intervenor files comments or documents with the Commission relating to the merits of an issue that may affect the responsibilities of a particular resource agency, they must also serve a copy of the document on that resource agency.

k. This application is not ready for environmental analysis at this time.

l. Project Description: The Combined Locks Project consists of: (1) a concrete and cyclopean stone dam approximately 654 feet long and 27 feet high with additional 24 inch nominal flashboards mounted upon the spillway crest at elevation 674.6 feet International Great Lakes Datum of 1985 (IGLD85); (2) a 126.9-acre reservoir at normal full pool elevation 676.7 feet IGLD85; (3) a powerhouse approximately 65 feet wide by 130 feet long housing two 3.1-megawatt (MW) generators, for a total authorized capacity of 6.2 MW; (4) a tailrace channel; (5) a 265-foot-long, 4.16-kilovolt (kV) interconnection line from the powerhouse to transformer and 1,442-foot-long, 12.47-kV interconnection line from the transformer to the substation; and (6) appurtenant facilities.

m. In addition to publishing the full text of this notice in the Federal Register , the Commission provides all interested persons an opportunity to view and/or print the contents of this notice, as well as other documents in the proceeding ( e.g., scoping document) via the internet through the Commission's Home Page ( http://www.ferc.gov ) using the “eLibrary” link. Enter the docket number, excluding the last three digits, in the docket number field to access the document (P-2715). For assistance, contact FERC at FERCOnlineSupport@ferc.gov or call toll-free, (866) 208-3676 or TTY, (202) 502-8659.

You may also register online at http://www.ferc.gov/docs-filing/esubscription.asp to be notified via email of new filings and issuances related to this or other pending projects. For assistance, contact FERC Online Support.

n. Scoping Process:

Commission staff will prepare either an environmental assessment (EA) or an environmental impact statement (EIS) that describes and evaluates the probable effects, if any, of the licensee's proposed action and alternatives. The EA or EIS will consider environmental impacts and reasonable alternatives to the proposed action. The Commission's scoping process will help determine the required level of analysis and satisfy the National Environmental Policy Act (NEPA) scoping requirements, irrespective of whether the Commission prepares an EA or an EIS. At this time, we do not anticipate holding on-site scoping meetings. Instead, we are soliciting written comments and suggestions on the preliminary list of issues and alternatives to be addressed in the NEPA document, as described in scoping document 1 (SD1), issued May 11, 2023.

Copies of the SD1 outlining the subject areas to be addressed in the NEPA document were distributed to the parties on the Commission's mailing list and the applicant's distribution list. Copies of SD1 may be viewed on the web at http://www.ferc.gov using the “eLibrary” link. Enter the docket number excluding the last three digits in the docket number field to access the document. At this time, the Commission has suspended access to the Commission's Public Reference Room. For assistance, contact FERC at FERCOnlineSupport@ferc.gov or call toll-free, (866) 208-3676 or TTY, (202) 502-8659.

The license for the Enosburg Falls Hydroelectric Project No. 2905 was issued for a period ending April 30, 2023.

Section 15(a)(1) of the FPA, 16 U.S.C. 808(a)(1), requires the Commission, at the expiration of a license term, to issue from year-to-year an annual license to the then licensee(s) under the terms and conditions of the prior license until a new license is issued, or the project is otherwise disposed of as provided in section 15 or any other applicable section of the FPA. If the project's prior license waived the applicability of section 15 of the FPA, then, based on section 9(b) of the Administrative Procedure Act, 5 U.S.C. 558(c), and as set forth at 18 CFR 16.21(a), if the licensee of such project has filed an application for a subsequent license, the licensee may continue to operate the project in accordance with the terms and conditions of the license after the minor or minor part license expires, until the Commission acts on its application. If the licensee of such a project has not filed an application for a subsequent license, then it may be required, pursuant to 18 CFR 16.21(b), to continue project operations until the Commission issues someone else a license for the project or otherwise orders disposition of the project.

If the project is subject to section 15 of the FPA, notice is hereby given that an annual license for Project No. 2905 is issued to the Village of Enosburg Falls, Vermont, for a period effective May 1, 2023, through April 30, 2024, or until the issuance of a new license for the project or other disposition under the FPA, whichever comes first. If issuance of a new license (or other disposition) does not take place on or before April 30, 2024, notice is hereby given that, pursuant to 18 CFR 16.18(c), an annual license under section 15(a)(1) of the FPA is renewed automatically without further order or notice by the Commission, unless the Commission orders otherwise.

If the project is not subject to section 15 of the FPA, notice is hereby given that the Village of Enosburg Falls, Vermont is authorized to continue operation of the Enosburg Falls Hydroelectric Project under the terms and conditions of the prior license until the issuance of a new license for the project or other disposition under the FPA, whichever comes first.

Take notice that the Commission received the following exempt wholesale generator filings:

Docket Numbers: EG23-152-000.

Applicants: Sun Pond, LLC.

Description: Sun Pond, LLC submits Notice of Self-Certification of Exempt Wholesale Generator Status.

Filed Date: 5/11/23.

Accession Number: 20230511-5060.

Comment Date: 5 p.m. ET 6/1/23.

Docket Numbers: EG23-153-000.

Applicants: Oak Lessee, LLC.

Description: Oak Lessee, LLC submits Notice of Self-Certification of Exempt Wholesale Generator Status.

Filed Date: 5/11/23.

Accession Number: 20230511-5080.

Comment Date: 5 p.m. ET 6/1/23.

Take notice that the Commission received the following Complaints and Compliance filings in EL Dockets:

Docket Numbers: EL23-66-000.

Applicants: Calpine Corporation v. PJM Interconnection, L.L.C.

Description: Complaint of Calpine Corporation v. PJM Interconnection, L.L.C.

Filed Date: 5/10/23.

Accession Number: 20230510-5181.

Comment Date: 5 p.m. ET 6/9/23.

Take notice that the Commission received the following electric rate filings:

Docket Numbers: ER23-762-002.

Applicants: The Dayton Power and Light Company, PJM Interconnection, L.L.C.

Description: Compliance Filing and Motion to Accept Late Filing of the Dayton Power and Light Company.

Filed Date: 5/10/23.

Accession Number: 20230510-5178.

Comment Date: 5 p.m. ET 5/31/23.

Docket Numbers: ER23-1123-001.

Applicants: Portland General Electric Company.

Description: Tariff Amendment: Response to Deficiency Letter—PGE OATT Attachment P to be effective 4/16/2023.

Filed Date: 5/11/23.

Accession Number: 20230511-5108.

Comment Date: 5 p.m. ET 6/1/23.

Docket Numbers: ER23-1418-001.

Applicants: AES WR Limited Partnership.

Description: Tariff Amendment: Amendment to Market-Based Rate Application to be effective 6/1/2023.

Filed Date: 5/11/23.

Accession Number: 20230511-5123.

Comment Date: 5 p.m. ET 6/1/23.

Docket Numbers: ER23-1861-000.

Applicants: PJM Interconnection, L.L.C.

Description: § 205(d) Rate Filing: Original IISA and ICSA, Service Agreement Nos. 6897 and 6898; Queue No. AF2-120 to be effective 4/11/2023.

Filed Date: 5/11/23.

Accession Number: 20230511-5019.

Comment Date: 5 p.m. ET 6/1/23.

Docket Numbers: ER23-1862-000.

Applicants: Roundhouse Renewable Energy II, LLC.

Description: Baseline eTariff Filing: Roundhouse Renewable Energy II, LLC Application for MBR Authorization to be effective 7/11/2023.

Filed Date: 5/11/23.

Accession Number: 20230511-5043.

Comment Date: 5 p.m. ET 6/1/23.

Docket Numbers: ER23-1863-000.

Applicants: New York Independent System Operator, Inc.

Description: § 205(d) Rate Filing: NYISO 205: Transmission Constraint Pricing Logic Enhancement to be effective 12/31/9998.

Filed Date: 5/11/23.

Accession Number: 20230511-5051.

Comment Date: 5 p.m. ET 6/1/23.

Docket Numbers: ER23-1864-000.

Applicants: PJM Interconnection, L.L.C.

Description: § 205(d) Rate Filing: Original NSA, Service Agreement No. 6883; Queue No. AF1-290 to be effective 7/11/2023.

Filed Date: 5/11/23.

Accession Number: 20230511-5052.

Comment Date: 5 p.m. ET 6/1/23.

Docket Numbers: ER23-1865-000.

Applicants: PacifiCorp.

Description: Compliance filing: Compliance Filing of PacifiCorp to Docket No. EL22-38 to be effective 4/27/2023.

Filed Date: 5/11/23.

Accession Number: 20230511-5068.

Comment Date: 5 p.m. ET 6/1/23.

Docket Numbers: ER23-1866-000.

Applicants: Southern California Edison Company.

Description: § 205(d) Rate Filing: UFA, Centennial Flats with Upstream HC-1 LLC (TOT899-Q1529/SA300) to be effective 5/12/2023.

Filed Date: 5/11/23.

Accession Number: 20230511-5078.

Comment Date: 5 p.m. ET 6/1/23.

Docket Numbers: ER23-1867-000.

Applicants: Southern Company Services, Inc.

Description: Southern Companies requests waiver from certain Version 003.3 business practice standards of the North American Energy Standards Board and incorporated by reference into Commission Regulations in Order No. 676-J.

Filed Date: 5/1/23.

Accession Number: 20230501-5596.

Comment Date: 5 p.m. ET 5/22/23.

The filings are accessible in the Commission's eLibrary system ( https://elibrary.ferc.gov/idmws/search/fercgensearch.asp ) by querying the docket number.

Any person desiring to intervene or protest in any of the above proceedings must file in accordance with Rules 211 and 214 of the Commission's Regulations (18 CFR 385.211 and 385.214) on or before 5:00 p.m. Eastern time on the specified comment date. Protests may be considered, but intervention is necessary to become a party to the proceeding.

eFiling is encouraged. More detailed information relating to filing requirements, interventions, protests, service, and qualifying facilities filings can be found at: http://www.ferc.gov/docs-filing/efiling/filing-req.pdf. For other information, call (866) 208-3676 (toll free). For TTY, call (202) 502-8659.

On February 27, 2023, White Pine Waterpower, LLC filed an application for authorization to construct and operate the White Pine Pumped Storage Project. The project would be located approximately 8 miles northeast of the City of Ely, in White Pine County, Nevada. The project would occupy 1,095.76 acres of land managed by the US Bureau of Land Management.

The application will be processed according to the following anticipated schedule.

Notice of Ready for Environmental Analysis: December 2023.

Draft National Environmental Policy Act Document: September 2024.

Final National Environmental Policy Act Document: March 20, 2025.

In addition, in accordance with title 41 of the Fixing America's Surface Transportation Act, enacted on December 4, 2015, agencies are to publish completion dates for all Federal environmental reviews and authorizations. This notice identifies the Commission's anticipated schedule for issuance of the final order for the project, which is based on the anticipated date of issuance of the final National Environmental Policy Act document. Accordingly, we currently anticipate issuing a final order for the project no later than:

Issuance of Final Order: June 19, 2025.

If a schedule change becomes necessary, an additional notice will be provided so that interested parties and government agencies are kept informed of the project's progress.

Notice is given that a Third-Party Complaint has been filed with the Federal Maritime Commission (“Commission”) by Hapag-Lloyd AG and Hapag-Lloyd (America) LLC (“Respondents and “Third-Party Complainants”) against CSX Transportation, Inc. (“CSX Transportation” or “Third-Party Respondent”) in Docket 22-35. The Third-Party Complaint identifies Complainant M.E. Dey & Co. as a non-vessel-operating common carrier organized and existing under the laws of Wisconsin with a principal place of business in Milwaukee, Wisconsin, and Third-Party Complainants Hapag-Lloyd AG as a global ocean carrier with headquarters in Hamburg, Germany, and Hapag-Lloyd (America) LLC as a United States subsidiary and agent of Hapag AG located in Atlanta, Georgia. In addition, the Third-Party Complaint identifies CSX Transportation as a rail and intermodal transportation carrier with a headquarters in Jacksonville, Florida.

Third-Party Complainants allege that, as a result of Third-Party Respondent's assessment, billing, and collection of the storage charges at issue in the Initial Complaint, Third-Party Complainants have been sued by Complainant for violations of the Shipping Act and the Ocean Shipping Reform Act of 2022. In addition, Third-Party Complainants allege that, because the charges in question were assessed, billed, and collected solely by CSX Transportation without prior notice to or approval of Third-Party Complainants, in the event that Third-Party Complainants are found to be in violation of 46 U.S.C. 41102(c) and/or 46 U.S.C. 41104(a)(14), CSX Transportation is likewise in violation of 46 U.S.C. 41102(c) and/or or 46 U.S.C. 41104(a)(14) and is liable to Third-Party Complainants for whatever reparations and other relief Third-Party Complainants may be ordered to pay to Complainant. An answer to the Third-Party Complaint is due to be filed with the Commission within twenty-five (25) days after the date of service. The full text of the Third-Party Complaint can be found in the Commission's Electronic Reading Room at https://www2.fmc.gov/readingroom/proceeding/22-35/.

This proceeding has been assigned to Office of Administrative Law Judges. The initial decision of the presiding officer in this proceeding shall be issued by December 26, 2023, and the final decision of the Commission shall be issued by July 10, 2024.

Submit electronic comments in the following way:

• Federal eRulemaking Portal: https://www.regulations.gov. Follow the instructions for submitting comments. Comments submitted electronically, including attachments, to https://www.regulations.gov will be posted to the docket unchanged. Because your comment will be made public, you are solely responsible for ensuring that your comment does not include any confidential information that you or a third party may not wish to be posted, such as medical information, your or anyone else's Social Security number, or confidential business information, such as a manufacturing process. Please note that if you include your name, contact information, or other information that identifies you in the body of your comments, that information will be posted on https://www.regulations.gov.

• If you want to submit a comment with confidential information that you do not wish to be made available to the public, submit the comment as a written/paper submission and in the manner detailed (see “Written/Paper Submissions” and “Instructions”).

Submit written/paper submissions as follows:

• Mail/Hand Delivery/Courier (for written/paper submissions): Dockets Management Staff (HFA-305), Food and Drug Administration, 5630 Fishers Lane, Rm. 1061, Rockville, MD 20852.

• For written/paper comments submitted to the Dockets Management Staff, FDA will post your comment, as well as any attachments, except for information submitted, marked and identified, as confidential, if submitted as detailed in “Instructions.”

Instructions: All submissions received must include the Docket No. FDA-2023-D-1103 for “Sec. 555.250 Major Food Allergen Labeling and Cross-contact.” Received comments will be placed in the docket and, except for those submitted as “Confidential Submissions,” publicly viewable at https://www.regulations.gov or at the Dockets Management Staff between 9 a.m. and 4 p.m., Monday through Friday, 240-402-7500.

• Confidential Submissions—To submit a comment with confidential information that you do not wish to be made publicly available, submit your comments only as a written/paper submission. You should submit two copies total. One copy will include the information you claim to be confidential with a heading or cover note that states “THIS DOCUMENT CONTAINS CONFIDENTIAL INFORMATION.” We will review this copy, including the claimed confidential information, in our consideration of comments. The second copy, which will have the claimed confidential information redacted/blacked out, will be available for public viewing and posted on https://www.regulations.gov. Submit both copies to the Dockets Management Staff. If you do not wish your name and contact information to be made publicly available, you can provide this information on the cover sheet and not in the body of your comments and you must identify this information as “confidential.” Any information marked as “confidential” will not be disclosed except in accordance with 21 CFR 10.20 and other applicable disclosure law. For more information about FDA's posting of comments to public dockets, see 80 FR 56469, September 18, 2015, or access the information at: https://www.govinfo.gov/content/pkg/FR-2015-09-18/pdf/2015-23389.pdf.

Docket: For access to the docket to read background documents or the electronic and written/paper comments received, go to https://www.regulations.gov and insert the docket number, found in brackets in the heading of this document, into the “Search” box and follow the prompts and/or go to the Dockets Management Staff, 5630 Fishers Lane, Rm. 1061, Rockville, MD 20852, 240-402-7500.

You may submit comments on any guidance at any time (see 21 CFR 10.115(g)(5)).

Submit written requests for single copies of the draft guidance to Office of Compliance (HFS-605), Center for Food Safety and Applied Nutrition, Food and Drug Administration, 5001 Campus Dr., College Park, MD 20740. Send two self-addressed adhesive labels to assist that office in processing your request. See the SUPPLEMENTARY INFORMATION section for electronic access to the draft guidance.

Pursuant to section 1009 of the Federal Advisory Committee Act, as amended, notice is hereby given of the following meetings.

The meetings will be closed to the public in accordance with the provisions set forth in sections 552b(c)(4) and 552b(c)(6), Title 5 U.S.C., as amended. The grant applications and the discussions could disclose confidential trade secrets or commercial property such as patentable material, and personal information concerning individuals associated with the grant applications, the disclosure of which would constitute a clearly unwarranted invasion of personal privacy.

On the basis of the record  1 developed in the subject investigations, the United States International Trade Commission (“Commission”) determines, pursuant to the Tariff Act of 1930 (“the Act”), that an industry in the United States is materially injured by reason of imports of certain preserved mushrooms from the Netherlands, Poland, and Spain, provided for in subheading 2003.10.01 of the Harmonized Tariff Schedule of the United States, that have been found by the U.S. Department of Commerce (“Commerce”) to be sold in the United States at less than fair value (“LTFV”). 2

The Commission instituted these investigations effective March 31, 2022, following receipt of petitions filed with the Commission and Commerce by Giorgio Foods, Inc., Blandon, Pennsylvania. The Commission established a general schedule for the conduct of the final phase of its investigations on certain preserved mushrooms, following a preliminary determination by Commerce that imports of certain preserved mushrooms from France were being sold at LTFV within the meaning of section 733(b) of the Act (19 U.S.C. 1673b(b)). Notice of the scheduling of the final phase of the Commission's investigations and of a public hearing to be held in connection therewith was given by posting copies of the notice in the Office of the Secretary, U.S. International Trade Commission, Washington, DC, and by publishing the notice in the Federal Register of September 21, 2022 ( 87 FR 57717 ). The Commission conducted its hearing on November 17, 2022. All persons who requested the opportunity were permitted to participate.

The investigations schedules became staggered when Commerce did not postpone the final determination for its antidumping duty investigation of certain preserved mushrooms from France, while it did postpone the final determinations for its antidumping duty investigations of certain preserved mushrooms from the Netherlands, Poland, and Spain. On January 12, 2023, the Commission issued a final affirmative determination in its antidumping duty investigation of certain preserved mushrooms from France ( 88 FR 2971, January 18, 2023). Following notification of a final determination by Commerce that imports of certain preserved mushrooms from the Netherlands, Poland, and Spain were being sold at LTFV within the meaning of section 735(a) of the Act (19 U.S.C. 1673d(a)), notice of the supplemental scheduling of the final phase of the Commission's antidumping duty investigations was given by posting copies of the notice in the Office of the Secretary, U.S. International Trade Commission, Washington, DC, and by publishing the notice in the Federal Register of April 5, 2023 ( 88 FR 20187 ).

The Commission made these determinations pursuant to § 735(b) of the Act (19 U.S.C. 1673d(b)). It completed and filed its determinations in these investigations on May 11, 2023. The views of the Commission are contained in USITC Publication 5419 (May 2023), entitled Certain Preserved Mushrooms from the Netherlands, Poland, and Spain: Investigation Nos. 731-TA-1588-1590 (Final).

On May 11, 2023, the Department of Justice lodged a proposed consent decree with the United States District Court for the District of Massachusetts in the lawsuit entitled United States of America and Commonwealth of Massachusetts v. American Biltrite Inc., et al., Civil Action No. 1:23-cv-11044.

The United States seeks performance of a remedial design/remedial action and reimbursement of response costs under sections 106 and 107 of the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”), 42 U.S.C. 9606 and 9607, concerning Operable Unit 1 (“OU1”), Operable Unit 2 (“OU2”), and Operable Unit 3 (“OU3”) of the Olin Chemical Superfund Site (“Site”), located in Wilmington, Massachusetts. The Commonwealth of Massachusetts is co-plaintiff.

Under the proposed consent decree, four Settling Defendants (American Biltrite Inc., NOR-AM Agro LLC, Olin Corporation, and Stepan Company) agree to perform the final remedial action for OU1 and OU2, and the interim remedial action for OU3, that are identified in the United States Environmental Protection Agency's (“EPA”) Record of Decision relating to the Site, dated March 30, 2021. The total estimated cost of the remedial cleanup is approximately $48.2 million. The proposed consent decree also requires the Settling Defendants to pay the United States' past and future Site-related response costs, and to pay the Commonwealth's future Site-related response costs.

The publication of this notice opens a period for public comment on the proposed consent decree. Comments should be addressed to the Assistant Attorney General, Environment and Natural Resources Division, Environmental Enforcement Section, and should refer to United States of America and Commonwealth of Massachusetts v. American Biltrite Inc., et al., Civil Action No. 1:23-cv-11044, D.J. Ref. No. 90-11-3-08919/1. All comments must be submitted no later than thirty (30) days after the publication date of this notice. Comments may be submitted either by email or by mail:

During the public comment period, the consent decree may be examined and downloaded at this Justice Department website: https://www.justice.gov/enrd/consent-decrees. We will provide a paper copy of the consent decree upon written request and payment of reproduction costs. Please mail your request and payment to: Consent Decree Library, U.S. DOJ—ENRD, P.O. Box 7611, Washington, DC 20044-7611.

Please enclose a check or money order for $189.75 (25 cents per page reproduction cost) for the consent decree with appendix, or $10.75 for the consent decree without the appendix, payable to the United States Treasury.

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 1, 2023, 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.

Cboe BZX Exchange, Inc. (the “Exchange” or “BZX 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/equities/regulation/rule_filings/bzx/ ), at the Exchange's Office of the Secretary, and at the Commission's Public Reference Room.

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.

The Exchange proposes to amend its Fee Schedule, effective May 1, 2023.

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 options venues to which market participants may direct their order flow. Based on publicly available information, no single options exchange has more than 17% of the market share and currently the Exchange represents only approximately 5% of the market share. 3 Thus, in such a low-concentrated and highly competitive market, no single options exchange, including the Exchange, possesses significant pricing power in the execution of option order flow. The Exchange believes that the ever-shifting market share among the exchanges from month to month demonstrates that market participants can shift order flow or discontinue to reduce use of certain categories of products, in response to fee changes. Accordingly, competitive forces constrain the Exchange's transaction fees, and market participants can readily trade on competing venues if they deem pricing levels at those other venues to be more favorable.

The Exchange's Fee Schedule sets forth standard rebates and rates applied per contract. For example, the Exchange provides a rebate of $0.29 per contract for Market Maker orders that add liquidity in Penny Securities, yielding fee code PM. The Fee Codes and Associated Fees section of the Fees Schedule also provide for certain fee codes associated with certain order types and market participants that provide for various other fees or rebates. Additionally, the Fee Schedule offers tiered pricing which provides Members  4 opportunities to qualify for higher rebates or reduced fees where certain volume criteria and thresholds are met. In response to the competitive environment, the Exchange also offers tiered pricing, which provides Members with 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.

The Exchange proposes to update the Market Maker Penny Add Volume Tiers ( i.e., applicable to orders yielding fee code PM) set forth in footnote 6 of the Fee Schedule. The Exchange currently provides opportunities for rebates per contract to add liquidity in Penny Securities as follows:

The Exchange proposes to amend these tiers to remove Tiers 4, 5, and 7. 7 No Members are currently satisfying the criteria under these tiers, and the Exchange no longer wishes to, nor is it required to, maintain the tiers. The Exchange would rather redirect future resources and funding into other programs and tiers intended to incentivize increased order flow. The Exchange also proposes a corresponding non-substantive amendment to update current Tier 6 to Tier 4. The criteria and enhanced rebate offered under this tier remains the same.

Additionally, the Exchange proposes to amend the transaction fee for Customer SPY orders that remove liquidity. Currently, customer orders in all orders, including SPY, that remove liquidity are assessed a standard transaction fee of $0.48 per contract and yield fee code “PC”. The Exchange now proposes to reduce the fee assessed for Customer SPY orders that remove liquidity to $0.45 per contract and adopt new fee code “PR” for such orders (and remove SPY orders from fee code “PC”).

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. 8 Specifically, the Exchange believes the proposed rule change is consistent with the section 6(b)(5)  9 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)  10 requirement that the rules of an exchange not be designed to permit unfair discrimination between customers, issuers, brokers, or dealers. The Exchange also believes the proposed rule change is consistent with section 6(b)(4) of the Act, 11 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.

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 proposed rule change 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 market participants. The Exchange is only one of several options venues to which market participants may direct their order flow, and it represents a small percentage of the overall market. The proposed fee changes reflect a competitive pricing structure designed to incentivize market participants to direct their order flow, which the Exchange believes would enhance market quality to the benefit of all Members.

The Exchange believes that it is reasonable and equitable to eliminate Market Maker Penny Add Volume Tiers 4, 5 and 7, because the Exchange is not required to maintain these tiers or provide Members an opportunity to receive reduced fees or enhanced rebates. As stated, no Members are currently satisfying the criteria under these tiers, and the Exchange wishes to consolidate this tiered pricing program and redirect resources and funding into other programs and tiers intended to incentivize increased order flow. Further, Members still have other opportunities to obtain reduced fees via the remaining Market Maker Penny Add Volume Tiers 1 through 4, as amended.

The Exchange believes that eliminating Market Maker Penny Add Volume Tiers 4, 5 and 7 is equitable and not unfairly discriminating because it applies uniformly to all Members, in that, such tiers will not be available for any Member. The Exchange also notes that the proposed change will not adversely impact any Member's pricing or their ability to qualify for other rebate tiers. Further, the Market Maker Penny Add Volume Tiers 1 through 4, as amended, will continue to apply uniformly to all qualifying Members, in that all Members that submit the requisite order flow per each tier program have the opportunity to compete for and achieve the available tiers.

Additionally, the Exchange believes that the proposed adoption of a new fee code for Customer SPY orders that remove liquidity is consistent with section 6(b)(4) of the Act in that the proposed fee is reasonable, equitable, and not unfairly discriminatory. The Exchange believes its proposed change is reasonable as it is competitive and in line with SPY-specific pricing at other exchanges. 12 The Exchange believes the proposed amendment will also encourage market participants to increase retail SPY order flow to the Exchange, which benefits all market participants by providing additional trading opportunities. This, in turn, attracts increased large-order flow from liquidity providers which facilitates tighter spreads and potentially triggers a corresponding increase in order flow originating from other market participants. The Exchange believes that the proposed rule change is equitable and not unfairly discriminatory as fee code PR applies automatically and uniformly to all Customer SPY orders that remove liquidity.

The Exchange also believes it is reasonable, equitable and not unfairly discriminatory to adopt SPY-specific pricing as the Exchange already maintains product-specific pricing for other products, such as RUT. 13 Additionally, as noted above, other exchanges similarly provide for SPY-specific pricing. 14 The Exchange also believes that it is equitable and not unfairly discriminatory to assess a lower fee for Customer SPY orders as compared to other market participants because customer order flow enhances liquidity on the Exchange for the benefit of all market participants. Specifically, customer liquidity benefits all market participants by providing more trading opportunities, which attracts Market-Makers. An increase in the activity of these market participants in turn facilitates tighter spreads, which may cause an additional corresponding increase in order flow from other market participants. Moreover, the options industry has a long history of providing preferential pricing to customers, and the Exchange's current Fee Schedule currently does so in many places, as do the fees structures of multiple other exchanges. 15

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. In particular, the Exchange believes the proposed rule change does not impose any burden on intramarket competition that is not necessary or appropriate in furtherance of the purposes of the Act. Particularly, the proposal to eliminate Market Maker Penny Add Volume Tiers 4, 5 and 7 applies to all Members, in that, such tiers will not be available for any Member. The Exchange does not believe the proposed changes burden competition as all Members will continue to have an opportunity receive enhanced rebates or reduced fees offered under various tiers, including Market Maker Penny Add Volume Tier 1 through 4, as amended, which tiers are generally designed to increase the competitiveness of BZX and 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 benefit 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.

Furthermore, the proposed change to adopt a new fee code for Customer SPY orders that remove liquidity will also apply to all Members. As discussed above, the Exchange believes the proposed change to adopt a new fee code for Customer SPY orders that remove liquidity would attract additional SPY Customer orders that remove liquidity, thereby promoting market depth, price discovery and transparency and enhancing order execution opportunities for all Members. As a result, the Exchange believes that the proposed change furthers the Commission's goal in adopting Regulation NMS of fostering competition among orders, which promotes “more efficient pricing of individual stocks for all types of orders, large and small.”

The Exchange also believes the proposed rule change 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 they may participate on and direct their order flow, including 15 other options exchanges. Additionally, the Exchange represents a small percentage of the overall market. Based on publicly available information, no single options exchange has more than 17% of the market share. Therefore, no exchange possesses significant pricing power in the execution of order flow. Indeed, participants can readily choose to send their orders to other exchanges 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.” 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'. . . .”. 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.

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

The foregoing rule change has become effective pursuant to section 19(b)(3)(A) of the Act  16 and paragraph (f) of Rule 19b-4  17 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.

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:

• Use the Commission's internet comment form ( http://www.sec.gov/rules/sro.shtml ); or

• Send an email to rule-comments@sec.gov. Please include File Number SR-CboeBZX-2023-031 on the subject line.

• Send paper comments in triplicate to Secretary, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.

Notice of application for an order (“Order”) under section 17(d) of the Investment Company Act of 1940 (the “Act”) and rule 17d-1 under the Act to permit certain joint transactions otherwise prohibited by section 17(d) of the Act and rule 17d-1 under the Act.

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 2, 2023, Long-Term Stock Exchange, Inc. (“LTSE” or the “Exchange”) filed with the Securities and Exchange Commission (the “Commission”) the proposed rule change as described in Items I and II below, which Items have been prepared by the self-regulatory organization. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons.

The Exchange proposes to amend LTSE Rule 2.250 (Mandatory Participation in Testing of Backup Systems) to remove obsolete rule text regarding the process it employed to designate certain Members  3 previously subject to the rule to participate in mandatory disaster recovery testing pursuant to Regulation SCI and Rule 2.250 for calendar year 2020.

The text of the proposed rule change is available at the Exchange's website at https://longtermstockexchange.com/, at the principal office of the Exchange, and at the Commission's Public Reference Room.

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 self-regulatory organization has prepared summaries, set forth in Sections A, B, and C below, of the most significant aspects of such statements.

The Exchange proposes to amend LTSE Rule 2.250 (Mandatory Participation in Testing of Backup Systems) to remove obsolete rule text regarding the process it employed to designate certain Members previously subject to the rule to participate in mandatory disaster recovery testing pursuant to Regulation SCI and Rule 2.250 for calendar year 2020.

Regulation SCI requires LTSE, as an SCI entity, to maintain business continuity and disaster recovery plans that provide for resilient and geographically diverse backup and recovery capabilities that are reasonably designed to achieve two-hour resumption of critical SCI systems and next business day resumption of other SCI systems following a wide-scale disruption. 4 Rule 1004 under Regulation SCI and LTSE Rule 2.250 also require LTSE to designate certain Members to participate in business continuity and disaster recovery testing in a manner specified by LTSE and at a frequency of not less than once every 12 months. 5 Such testing ordinarily is part of an industry-wide test conducted annually in the month of October.

LTSE Rule 2.250 governs mandatory participation in testing of LTSE's backup systems, and states that LTSE will designate Members that account for a meaningful percentage of executed volume on LTSE, measured on a quarterly basis, as required to connect to LTSE's backup systems and participate in functional and performance testing of such system. 6 Rule 2.250 further provides that if a Member has not previously been subject to the rule, such Member will have until the next calendar quarter before such requirements are applicable. 7

In July 2020, the Exchange filed a proposed rule change, for immediate effectiveness, to amend Rule 2.250 to provide for special provisions to designate certain Members to participate in mandatory disaster recovery training in calendar year 2020. 8 The rule change was based on the fact that the Exchange was not operational as of the date of the rule filing, and did not become operational until September 9, 2020. As a result, for calendar year 2020, the Exchange did not have two calendar quarters of trading data on which to base its Member designation prior to the October 2020 test. Absent an amendment, Rule 2.250 would not have permitted the Exchange to designate any Members to participate in the industry-wide test for 2020 because no Member would have had a meaningful percentage of executed volume on LTSE upon which a designation could have been made.

To address the unique circumstances for disaster recovery testing in 2020, the Exchange amended Rule 2.250 to add new paragraph (d), which provided that for calendar year 2020, notwithstanding paragraphs (b) and (c), which assign the Exchange responsibility of “identifying Members that account for a meaningful percentage of the Exchange's overall volume,” the Exchange would instead designate at least three Members who have a meaningful percentage of trading volumes in NMS stocks across the other equity exchanges. This rule change allowed the Exchange to identify Members for industry-wide disaster recovery testing in the absence of the LTSE-specific volume metrics that would be used in the ordinary course to designate such firms.

By its terms, Rule 2.250(d) was limited to the special circumstances existing in calendar year 2020 given that the Exchange did not become operational until September 2020, approximately one month prior to the industry test. The special provisions of paragraph (d) were not employed in the 2021 and 2022 industry-wide disaster recovery testing and the Exchange instead relied on the provisions of paragraphs (a) through (c) of the rule in establishing the standards to be used for determining which Members contribute a meaningful percentage of the Exchange's overall volume and thus are required to participate in functional and performance testing.

Accordingly, the Exchange is now proposing to delete paragraph (d) of Rule 2.250 in its entirety as obsolete and unnecessary rule text.

The Exchange believes that the proposed rule change is consistent with the provisions of section 6 of the Act, 9 in general, and furthers the objectives of section 6(b)(5) of the Act, 10 in particular, in that it is designed to promote just and equitable principles of trade, to foster cooperation and coordination with persons engaged in 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.

The Exchange states that its proposed deletion of Rule 2.250(d), which was limited by its terms to the required Regulation SCI testing for calendar year 2020, is obsolete and was only followed for the 2020 testing. The Exchange's participation in the 2021 and 2022 industry testing was based on the process outlined in paragraphs (a) through (c) of Rule 2.250, as was the original intent of the rule. Paragraph (d) was only added to account for the unique circumstances of industry-wide testing occurring within a short time of when the Exchange commenced trading operations and, as a result, the Exchange would not have had the data to conduct the testing under the process outlined in Rule 2.250(a) through (c). The Exchange believes that its proposed deletion of this obsolete text is consistent with section 6(b)(5) of the Act  11 in that it assures that the Exchange's rules are current and up-to-date, which operates to perfect the mechanism of a free and open market and national market system and in general with the protection of investors and the public interest.

Moreover, as set forth in the SCI Adopting Release, “SROs have the authority, and legal responsibility, under section 6 of the Exchange Act, to adopt and enforce rules (including rules to comply with Regulation SCI's requirements relating to BC/DR testing) applicable to their members or participants that are designed to, among other things, 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.”  12 The Exchange believes that this proposal is consistent with such authority and legal responsibility in that it removes obsolete text from Rule 2.250 and assures that the Exchange's rule aligns with the requirements of Regulation SCI.

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. The proposed amendment is intended solely to remove obsolete text from Rule 2.250 relating to unique circumstances surrounding the Exchange's participation in industry-wide Regulation SCI testing for calendar year 2020. Consequently, the Exchange does not believe that the proposed rule change would impose any burden on intramarket competition that is not necessary or appropriate in furtherance of the purposes of the Act.

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

Because the foregoing proposed rule change does not: (i) significantly affect the protection of investors or the public interest; (ii) impose any significant burden on competition; and (iii) become operative for 30 days from the date on which it was filed, or such shorter time as the Commission may designate, it has become effective pursuant to section 19(b)(3)(A)(iii) of the Act  13 and Rule 19b-4(f)(6) thereunder. 14

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.

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:

• Use the Commission's internet comment form ( http://www.sec.gov/rules/sro.shtml ); or

• Send an email to rule-comments@sec.gov. Please include File Number SR-LTSE-2023-03 on the subject line.

• Send paper comments in triplicate to Secretary, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.

Do not include personal identifiable information in submissions; you should submit only information that you wish to make available publicly. We may redact in part or withhold entirely from publication submitted material that is obscene or subject to copyright protection. All submissions should refer to File Number SR-LTSE-2023-03 and should be submitted on or before June 7, 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 April 28, 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.

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.

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.

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

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 April 28, 2023, 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.

Cboe BZX Exchange, Inc. (the “Exchange” or “BZX 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/equities/regulation/rule_filings/bzx/ ), at the Exchange's Office of the Secretary, and at the Commission's Public Reference Room.

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.

The Exchange proposes to amend its fees Fee Schedule to modify its market data fees for BZX Options Top. 3 Particularly, the Exchange proposes to modify the Professional and Non-Professional User Fees, modify the Enterprise Fee for BXZ Options Top and make other clarifying, non-substantive changes. 4

The Exchange first proposes to reduce the rates for Professional and Non-Professional User fees for BZX Options Top. The Exchange currently charges Internal Distributors and External Distributors that redistribute any of the BZX 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 $30.00 per User and a monthly fee of $1.00 per Non-Professional User. 7 One User fee allows access to the BZX Options Top Feed and the BZX Options Depth Feed. 8 The Exchange proposes to reduce the rates for the User fees for BZX Options Top. Particularly, the Exchange proposes to reduce the monthly (i) Professional User fee from $30 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 BZX Options Top and BZX Options Depth Feed. The Exchange therefore proposes to eliminate the language under the BZX Options Top table and BZX Options Depth Feed table that states one User fee allows access to the BZX Options Top Feed and the BZX Options Depth Feed. 9

The Exchange next proposes to increase the current monthly Enterprise Fee. The Enterprise Fee permits a recipient firm ( i.e., a Distributor) to purchase a monthly (and optional) Enterprise license to receive the BZX Options Top Feed for distribution to an unlimited number of Professional and Non-Professional Users. 10 The Enterprise Fee is an alternative to Professional and Non-Professional User fees. Like User fees, it is also assessed in addition to the Distribution Fee. 11 Currently, the Exchange assesses an Enterprise Fee of $3,500 per month for BZX Options Top Feed. 12 The Exchange proposes to increase the Enterprise Fee to $20,000 per month. For example, if a Distributor distributes BZX Options Top to 15,000 Professional Users who each receive BZX Options Top at $5.00 per month (as proposed), then that Distributor will pay $75,000 per month in Professional Users fees. Under the proposed Enterprise Fee, it will 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 BZX Options Top if it wishes for such User to be covered by the Enterprise Fee rather than by per User fees. 13 A Distributor that pays the Enterprise Fee will not have to report its number of such Users on a monthly basis. However, every six months, it must provide the Exchange with a count of the total number of Professional and Non-Professional Users of BZX Options Top. 14

The Exchange lastly proposes to make clarifying, non-substantive changes. First, the Exchange proposes to add references to “Depth” in the description of the Distribution Fees and Enterprise Fee under the BZX Options Depth Feed table to clarify which data feed such fees currently applies to, thereby alleviating potential confusion. The Exchange also proposes to replace references to “Recipient firm” with “Distributors” to more accurately reflect the type of market participants the fees are applicable to, thereby alleviating potential confusion. The Exchange lastly proposes to add a reference to “Professional and Non-Professional” Users in the description of the BZX Options Depth Enterprise Fee.

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. 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) requirement that the rules of an exchange not be designed to permit unfair discrimination between customers, issuers, brokers, or dealers. The Exchange also believes this proposal is consistent with section 6(b)(8) of the Act, which requires that the rules of an exchange not impose any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act. 17 In addition, the Exchange believes that the proposed rule change is consistent with section 11(A) of the Act as it 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. 18 The Exchange also believes the proposed rule change is consistent with section 6(b)(4) of the Act, 19 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.

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 18% of the market share. 20 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. 21 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 BZX Options Top Feed. Further, the quote and last sale data contained in the BZX Options Top Feed is identical to the data sent to OPRA for redistribution to the public. 22 Accordingly, Exchange top-of-book data is widely available today from a number of different sources.

Moreover, the BZX 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  23 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. 24 As such, all proprietary data feeds are purely optional and only those that deem the product to be of sufficient overall value and usefulness would purchase it.

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.”  25 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 who may be interested in purchasing only the BZX Options Top Data Feed.

The Exchange believes the proposed changes to reduce the rates of the current Professional and Non-Professional User fees for BZX Options Top Data are reasonable as Distributors will be subject to lower User fees for the BZX Options Top Feed. Distributors who only wish to distribute BZX Options Top Feed will therefore be subject to lower 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. 26

The Exchange believes that the proposed fees are equitable and not unfairly discriminatory because they will be charged uniformly to Distributors who distribute BZX Options Top. The Exchange also believes continuing to offer BZX Options Top Data to Non-Professional 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 to those Users who are more directly engaged in the markets. The Exchange believes assessing lower User fees for BZX Options Top as compared to BZX Options Depth is also equitably and not unfairly discriminatory. Particularly, the BZX Options Top Feed contains less information than BZX Options Depth (indeed, the information contained in BZX Options Top is a subset of the information that is included in BZX Options Depth). The Exchange believes it is equitable to have pricing based, in part, upon the amount of information contained in each data feed and the value of that information to market participants. Thus, the Exchange believes it's reasonable for BZX Options Top to have lower User fees than BZX Options Depth because it offers less data than BZX Options Depth.

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 not charged separate User Fees for both BZX Options Top and BZX Options Depth since BZX Options Top was adopted in March 2018. 27 However, the Exchange no longer wishes to continue to have a single fee. The Exchange believes the proposed change is reasonable, equitable and not unfairly discriminatory as the Top and Book Depth Data Feeds are purely optional. As stated above, the Exchange also believes charging separate User fees is equitable as it allows the Exchange to assess prices based on the amount of information contained in each feed, which can provide an opportunity to assess lower fees for products that contain less information. Particularly, the proposed rule change reduces fees for market participants who only want top-of-book and execution data and do not need depth-of-book data. Those who wish to receive more comprehensive depth-of-book information may still continue to do so at the current (and higher) price. Additionally, as noted above, the data contained in the BZX Options Top Feed is a subset of the data included in the BZX Options Depth Feed. As such, a User that receives BZX Options Depth Feed would not need to also receive the BZX Options Top Feed since the BZX Options Depth Feed is already inclusive of the data contained in the BZX Options Top Feed. Moreover, only those Distributors that deem the products to be of sufficient overall value and usefulness would purchase either or both of them for purposes of distribution to Users. Distributors are not required to distribute, and Users are not required to receive, any one particular data product and indeed may choose to receive none, one, or several of the Exchange's market data products. Additionally, the Exchange is not required to provide any fee waiver to Distributors of BZX Options Top, including for User Fees. In fact, another exchange similarly adopted separate fees for different data products that historically had otherwise been provided under a single fee. 28 The Exchange believes the proposed change is equitable and not unfairly discriminatory as it will apply uniformly to Distributors.

The proposed increased Enterprise Fee for BZX Options Top Feed is equitable and reasonable as the proposed fee could still result in a fee reduction for Distributors with a large number of Professional and Non-Professional Users. If a Distributor has a smaller number of Professional Users of BZX Options Top, then it may continue using the per User structure and benefit from the proposed per BZX Options Top User Fee reductions. By reducing prices Distributors with a large number of Professional and Non-Professional Users, the Exchange believes that more firms may choose to receive and to distribute BZX Options Top Data, thereby expanding the distribution of this market data for the benefit of investors. The Exchange notes that currently no Distributors have purchased an Enterprise license. The Exchange believes however, that the proposed lower User fees for BZX Options Top may incentivize additional External Distributors to distribute BZX Options Top an enlist additional Users. As a Distributor's User base grows, it may make sense for a Distributor to purchase the alternative Enterprise license to cap its fees. In connection with this potential increase in Users, the Exchange believes it is therefore also reasonable to increase the current amount of the Enterprise Fee. That said, the Enterprise Fee is entirely optional. A firm that does not have a sufficient number of Users to benefit from the purchase of the Enterprise license need not do so.

The Exchange further believes that the Enterprise Fee, even as amended, is reasonable because it simplifies reporting for certain Distributors that have large numbers of Professional and Non-Professional Users. Firms that pay the proposed Enterprise Fee do have to report the number of Users on a monthly basis as they currently do, but rather only have to count authorized users every six months, which is a significant reduction in administrative burden.

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.

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. For example, Top-of-book data is broadly disseminated by competing U.S. options exchanges. 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 Distributors of BZX Options Top on an equal and non-discriminatory basis. The Exchange believes the differentiated fees for Professional and Non-Professional Users of BZX 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 for 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 BZX Options Top, or any of the Exchange's data feeds, as described above. Also as described above, there are numerous substitute products offered by other national securities exchanges, as well as OPRA. 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.

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

The foregoing rule change has become effective pursuant to section 19(b)(3)(A) of the Act  29 and paragraph (f) of Rule 19b-4  30 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.

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:

• Use the Commission's internet comment form ( http://www.sec.gov/rules/sro.shtml ); or

• Send an email to rule-comments@sec.gov. Please include File Number SR-CboeBZX-2023-030 on the subject line.

• Send paper comments in triplicate to Secretary, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.

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 April 28, 2023, Cboe C2 Exchange, Inc. (“Exchange” or “C2”) 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.

Cboe C2 Exchange, Inc. (the “Exchange” or “C2”) proposes to update its Fees 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/ctwo/ ), at the Exchange's Office of the Secretary, and at the Commission's Public Reference Room.

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.

The Exchange proposes to amend the Cboe Data Services, LLC (“CDS”) section of its Fees Schedule. 3 Particularly, the Exchange proposes to (i) reformat the section of its Fees Schedule pertaining to market data fees, (ii) harmonize various market data related definitions to align with the definitions used by the Exchange's affiliates and (iii) modify its fees relating to the distribution of the BBO data feed. 4

The Exchange first proposes to eliminate references to CDS and instead refer to the “Exchange”, as well as rename the section currently titled “Cboe Data Services, LLC Fees” to “Market Data Fees” to align with the terminology and heading of its affiliates, BZX Options and EDGX Options. The Exchange notes that no substantive changes are being made with the elimination of the references to CDS fees. Rather, the proposed change more accurately reflects the Exchange's role as it relates to its market data products as CDS is merely an affiliate that is the Cboe contracting entity for all U.S. equities and options market data products, but the data products themselves are made available by the Exchange. The Exchange also proposes to reformat and reorganize the layout of the fees under the Cboe Data Services, LLC (“CDS”) section of the Fees Schedule to align with formatting of the corresponding section in the fee schedules of the Exchange's affiliated options exchanges, Cboe BZX Exchange, Inc. (“BZX Options”) and Cboe EDGX Exchange, Inc. (“EDGX Options”), including adding a new “Definitions” section under the CDS Fees (or as proposed, the Market Data Fees) section. As part of the reformatting, the Exchange notes that it is moving up the “Trial Usage” description from the end of the Fees Schedule towards the top (no changes are being made to the language under this section).

In order to provide consistent rules and terminology amongst the Exchange and its affiliated options exchanges, Cboe Options Exchange, Inc. (“Cboe Options”), Cboe BZX Exchange, Inc. (“BZX Options”) and Cboe EDGX Exchange, Inc. (“EDGX Options”) (collectively, “Affiliates”), the Exchange is proposing to amend various definitions and product names to harmonize with such terms used by its affiliates BZX Options and EDGX Options, as well as definitions used in Cboe's Cboe Global Markets Global Data Agreement and Cboe Global Markets North American Data Policies. 5 As such, the proposed rule change deletes a defined term, adds certain defined terms, relocates certain terms and makes certain non-substantive changes to existing definitions, as further described in the table below. The proposed rule change makes these changes throughout the market data fee language to conform to the proposed defined terms and the Exchange uses the proposed updated terms herein.

The Exchange also proposes to rename the following market data products and fees and use the proposed names herein, in order to align with the naming convention used by the Exchange's affiliates, BZX Options, EDGX Options and Cboe Options, as applicable for similar data products and fees. 7

The Exchange believes the proposed changes to eliminate, modify and adopt the terms discussed above will add transparency to the Fees Schedule and will protect investors, as the changes provide more clarity within the rule and more harmonized rule language across the Fees Schedules of the Cboe affiliated options exchanges, as well as well as definitions used in Cboe's Cboe Global Markets Global Data Agreement and Cboe Global Markets North American Data Policies. Further, the Exchange notes that the above-described changes relating to definitions are non-substantive changes or provide additional detail in the rule regarding current market participants that purchase or use the Exchange's market data products. None of these differences impact the manner in which any of the terms and corresponding fees apply, including how the Exchange would have otherwise characterized a Distributor or User (Professional or Non-Professional) as such definitions are more consistent with the definitions already used in the Cboe Global Markets Global Data Agreement and Cboe Global Markets North American Data Policies, to which all firms receiving C2 Options market data must adhere to.

The Exchange first proposes to modify its current User Fees. The Exchange currently charges all Distributors a Distribution Fee of $2,500 per month (which applies for Internal and/or External Distribution). Additionally, the Exchange currently assesses a “User Fee” of $50 per month per Device or user ID for use of the data in the C2 Options Top Data Feed by “Display Only Service” users. The current User fee is payable only for “external” Display Only Service users who receive C2 Options Top and are not employees or natural person independent contractors of the Distributor, the Distributor's affiliates or an authorized service facilitator. 8 Internal Distributors may currently distribute C2 Options Top Data to an unlimited number of internal Users and Devices within the Distributor at no further cost (aside from the above-mentioned monthly Distribution Fee). The Exchange proposes to eliminate the current C2 Options Top User fee and in its place adopt Professional and Non-Professional User fees for C2 Options Top that would apply to both Internal and External Distributors for all Professional and Non-Professional Users. Particularly, the Exchange proposes to charge C2 Options Top Distributors a monthly fee of $5.00 per Professional User and a monthly fee of $0.10 per Non-Professional User. 9

The Exchange lastly proposes to establish a $10,000 per month Enterprise Fee that will permit a Distributor to purchase a monthly (and optional) Enterprise license to receive the C2 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 is assessed in addition to the Distribution Fee, 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 has 10,000 Professional Users who each receive C2 Options Top at $5.00 per month (as proposed), then that Distributor will pay $50,000 per month in Professional Users fees. If the Distributor instead were to purchase the proposed Enterprise license, it would alternatively pay a flat fee of $10,000 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 C2 Options Top if it wishes for such Users to be covered by an Enterprise Fee rather than by per User fees. 10 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, the Distributor must provide the Exchange with a count of the total number of Professional and Non-Professional Users of C2 Options Top. 11 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.

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 the section 6(b)(5) requirement that the rules of an exchange not be designed to permit unfair discrimination between customers, issuers, brokers, or dealers. The Exchange also believes this proposal is consistent with section 6(b)(8) of the Act, which requires that the rules of an exchange not impose any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act. 14 In addition, the Exchange believes that the proposed rule change is consistent with section 11(A) of the Act as it 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. 15 The Exchange also believes the proposed rule change is consistent with section 6(b)(4) of the Act, 16 which requires that Exchange rules provide for the equitable allocation of reasonable dues, fees, and other charges among its Trading Permit Holders and other persons using its facilities.

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 18% of the market share. 17 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. 18 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 C2 Options Top Feed. Further, the quote and last sale data contained in the C2 Options Data Feed is identical to the data sent to OPRA for redistribution to the public. 19 Accordingly, Exchange top-of-book data is widely available today from a number of different sources.

Moreover, the C2 Options Top Data Feed 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  20 from OPRA for the same classes or series of options that are included in the proprietary data feed (including for exclusively listed products), and proprietary data feeds cannot be used to meet that particular requirement. 21 As such, all proprietary data feeds are purely optional and only those that deem the product to be of sufficient overall value and usefulness would purchase it.

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.”  22 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 a competitor 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 C2 Options Top Data.

The Exchange believes the proposed changes to adopt new Professional and Non-Professional User fees are reasonable as the User fees continue to be to be in line with User fees assessed by other exchanges for similar data. 23 Moreover, Display Only Service Users will now be subject to lower fees as the Exchange proposes to significantly reduce the monthly User fees from $50 per Device or User ID for Display Only Service User to $5.00 per Professional User or $0.10 per Non-Professional User. Although External Distributors are currently only subject to a User fee for external Users that are Display Only Service Users, the proposed fee for all external Users (which are likely to be Non-Professional Users) is significantly lower ( i.e., $0.10 per Non-Professional User) than the current $50 User fee. Moreover, the proposed fee structure of differentiated Professional and Non-Professional fees that are paid by both Internal and External Distributors for all Users, not just Display Only Service users, has long been used by other exchanges, including the Exchange, for their proprietary data products, and by the OPRA plan in order to reduce the price of data to retail investors and make it more broadly available. 24 The Exchange also believes offering C2 Options Top to Non-Professional Users at a rate lower than the rate for 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 to those Users who are more directly engaged in the markets. The Exchange believes that the proposed fees are equitable and not unfairly discriminatory because they will be charged uniformly to Distributors for their Professional and Non-professional Users.

Although Internal Distributors do not currently pay any User fees for C2 Options Top, the Exchange believes its reasonable, equitable and not unfairly discriminatory to start assessing User fees, as internal and external users will be treated the same. Additionally, other exchanges also assess User fees for internal users of similar data, including the Exchange's affiliates. 25 Moreover, the proposed rates Internal Distributors will be subject to for User fees are in line with User fees assessed by other exchanges for similar data. 26 The Exchange believes the proposed monthly User fees for which Internal Distributors of C2 Options Top will now be subject to are equitably allocated because they would be charged on an equal basis for all internal Users that receive C2 Options Top.

The proposed Enterprise Fee for C2 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 Distributor has a smaller number of Professional Users of C2 Options Top Data, then it may continue using the per User structure and benefit from the proposed per C2 Options Top User Fee reductions. By reducing prices for Distributors with a large number of Professional and Non-Professional Users, the Exchange believes that more firms may choose to receive and to distribute C2 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 changes relating to the defined terms and terminology will provide additional specificity and clarity, while also harmonizing the various definition with that of its affiliates and providing more consistency with definitions used in the Cboe Global Markets Global Data Agreement and Cboe Global Markets North American Data Policies. Doing so would ensure consistent terms amongst the Exchange and its affiliates, as well as the Exchange's data agreements and policies, thereby reducing the potential for confusion amongst market data subscribers of the Exchange's and its affiliates' market data products. Additionally, the proposed new terms are identical to the terms already used by the Exchange's affiliates BZX Options and EDGX Options. Similarly, the Exchange believes the proposal to reformate the fees will provide for a more streamlined fees schedule, thereby reducing potential confusion. Accordingly, the Exchange believes the proposed changes remove impediments to and perfect the mechanism of a free and open market and a national market system, and, in general, protect investors and the public interest.

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. For example, Top-of-book data is broadly disseminated by competing U.S. options exchanges. 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 Distributors of C2 Options Top on an equal and non-discriminatory basis. The Exchange believes the differentiated fees for Professional and Non-Professional Users of C2 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 C2 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 C2 Option Top feed is identical to the data sent to OPRA for redistribution to the public. Accordingly, Exchange top-of-book data is 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.

The Exchange has not solicited, and does not intend to solicit, comments on this proposed rule change. The Exchange has not received any written comments from members or other interested parties.

The foregoing rule change has become effective pursuant to section 19(b)(3)(A) of the Act  27 and paragraph (f) of Rule 19b-4  28 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.

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:

• Use the Commission's internet comment form ( http://www.sec.gov/rules/sro.shtml ); or

• Send an email to rule-comments@sec.gov. Please include File Number SR-C2-2023-012 on the subject line.

• Send paper comments in triplicate to Secretary, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.

Pursuant to section 19(b)(1) of the Securities Exchange Act of 1934 (“Exchange Act” or “Act”), 1 and Rule 19b-4 thereunder, 2 notice is hereby given that on April 27, 2023, the Options Clearing Corporation (“OCC”) filed with the Securities and Exchange Commission (“Commission”) the proposed rule changes described in Items I, II and III below, which Items have been prepared primarily by OCC. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons.

This proposed rule change would amend and enhance OCC's Model Risk Management Policy. The Model Risk Management Policy is included as confidential Exhibit 5 to File Number SR-OCC-2023-004. The proposed rule change does not require any changes to the text of OCC's By-Laws or Rules. All terms with initial capitalization that are not defined herein have the same meaning as set forth in the OCC By-Laws and Rules.

In its filing with the Commission, OCC 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. OCC has prepared summaries, set forth in sections (A), (B), and (C) below, of the most significant aspects of these statements.

This proposed rule change would make certain changes to OCC's Model Risk Management Policy (“MRM Policy” or “Policy”) to enhance the manner in which OCC manages the risk models and methodologies used in connection with OCC's business. OCC's use of risk models exposes OCC to model risk. Model risk is the potential for adverse consequences from decisions based on incorrect or misused model outputs. For example, a model that is not managed properly could potentially cause OCC to over-collect or under-collect the appropriate amount of collateral to cover credit risk posed by Clearing Members. OCC notes that the MRM Policy is part of a broader framework regarding model risk management that is designed to further the appropriate design, validation, and operation of OCC's Risk Models. 3

The MRM Policy is designed to outline OCC's framework for managing model risk and to define the roles and responsibilities throughout the risk model and methodology lifecycle. 4 As detailed further below, the proposed changes to the MRM Policy primarily include amendments designed to: (1) more comprehensively address risk methodologies rather than just the underlying risk models; (2) revise the roles and responsibilities of various individuals, groups, and departments with respect to OCC's managing of model risk; (3) reflect certain non-substantive changes, such as renaming certain policies and procedures; and (4) add a description of certain “Risk Applications” and “User Developed Applications” used by OCC.

OCC proposes to modify the MRM Policy to more directly contemplate “Risk Methodologies” rather than just “Risk Models.” As currently defined in the MRM Policy, a Risk Model refers to any quantitative method or approach that applies statistical, economic, financial, or mathematical theories, techniques, and/or assumptions to process inputs into quantitative estimates, forecasts, or projections and can also be a quantitative method with inputs that are qualitative or based on business judgment. As also currently defined in the MRM Policy, a Methodology refers to a collection of Risk Models that are used to estimate financial risk exposures.

OCC proposes to specify in the MRM Policy that Risk Models are integrated into “Risk Methodologies” to broaden and align OCC's internal model risk policies and procedures by the adoption of the more holistic and comprehensive Risk Methodologies framework consisting of a collection of components, related inputs and outputs, and potentially other tools and applications, as explained further below. Specifically, OCC proposes to replace the definition of Methodology with a definition of a “Risk Methodology,” providing that a Risk Methodology is a collection of Risk Models and related inputs and outputs, which are used to estimate or compute a distinct aspect of OCC's credit ( i.e., Clearing Fund and margin) and liquidity resources. 5 The purpose of the expanding the definition in this way is to facilitate a more holistic view of the relevant processes and calculations, as described in more detail below.

A Risk Methodology is therefore broader than a particular Risk Model because a Risk Methodology may include multiple constituent Risk Models, as well as any other inputs or outputs that may not be part of any one particular constituent Risk Model but that nonetheless contribute to the overarching Risk Methodology. 6 Because Risk Models typically do not operate in isolation, but rather as part of a broader Risk Methodology, OCC believes that expanding the MRM Policy to more comprehensively focus on Risk Methodologies would promote a more sound risk management framework, consistent with Rule 17Ad-22(e)(3). 7 The proposed definition of Risk Methodology is designed to capture each of the constituent Risk Models of which the Risk Methodology is comprised as well as any other inputs or outputs that might be part of how OCC manages OCC's credit and liquidity resources. OCC believes that the proposed definition of Risk Methodology therefore takes a more holistic view toward the processes and calculations by which OCC manages risks arising in connection with the use of a Risk Model.

Accordingly, OCC proposes to modify references to Risk Models in the MRM Policy to instead refer to Risk Methodologies in describing the manner in which OCC governs model risk and in describing the roles and responsibilities of various OCC groups and departments under the Policy. 8 For example, rather than specifying that the design, theory, and logic of each Risk Model used by OCC shall take into consideration published literature and industry best practice, where it is available, the revised MRM Policy would provide that the design, theory, and logic of each Risk Methodology used by OCC will take into consideration published literature and industry best practice, where it is available. OCC notes that this proposed change to broaden the scope from Risk Models to Risk Methodologies would not modify OCC's processes with respect to any individual Risk Model. That is, OCC would continue to perform the same review of each individual Risk Model as it does today, but would now include a more comprehensive consideration of each Risk Model as part of a Risk Methodology as well as any calculations or inputs that may contribute to a Risk Methodology but that may not necessarily be part of a particular Risk Model.

OCC proposes to modify the descriptions of the roles and responsibilities of various OCC departments and groups that are referenced in the MRM Policy to account for the broadened scope of the MRM Policy to focus on Risk Methodologies rather than individual Risk Models. For example, under the current Policy, OCC's Quantitative Risk Management (“QRM”) department is responsible for, among other things, monitoring the use and performance of Risk Models according to relevant procedures, maintaining risk tolerances and associated key risk indicators to measure and monitor risk models. Financial Risk Management (“FRM”) is the parent department of which QRM is a part. 9 OCC proposes to modify the allocation of responsibility to instead provide that OCC's FRM department is responsible for the tasks currently performed by QRM, such as, among other things, monitoring the use and performance of Risk Methodologies according to relevant procedures and maintaining risk tolerances and associated key risk indicators to measure and monitor risk associated with Risk Methodologies. 10 While QRM has, and will continue to have, primary responsibility for individual Risk Models, OCC proposes to change the references from QRM to FRM to encompass the responsibilities of other departments within FRM that may have responsibility for an input or output that is not necessarily part of a particular Risk Model, but which is part of a Risk Methodology. 11 The particular responsibilities of each department within FRM depend on the particular Risk Methodology and the constituent Risk Models and any additional inputs or outputs, but all groups within FRM would be subject to the Policy.

In addition, OCC proposes to set forth the responsibilities of Model Risk Management (“MRM”) under the Policy with respect to Risk Methodologies. For example, MRM is currently responsible under the MRM Policy for, among other things, validating all Risk Models prior to implementation and evaluating the performance of each Risk Model by performing independent model validations, in each case in accordance with relevant procedures. As proposed, the MRM Policy would instead provide that MRM is responsible for, among other things, validating all Risk Models and Methodologies (including any changes to Risk Methodologies) prior to implementation and also for evaluating the performance of each Risk Model by performing independent model validations in each case in accordance with relevant procedures. Additionally, currently under the MRM Policy, the Executive Director of MRM is responsible for developing and maintaining the Annual Model Validation Plan. As proposed, the MRM Policy would provide that the head of MRM  12 develops and maintains the, now renamed, Annual Validation Plan (“Annual Plan”)  13 and schedule for all in-use Risk Methodologies, including Risk Models. 14 As proposed, there would be no change to the Annual Plan, other than that it would now encompass Risk Methodologies more broadly—rather than just individual Risk Models.

OCC also proposes to provide some additional description of MRM's role by specifying that MRM independently validates all Risk Methodologies in accordance with the Methodology and Model Validation Procedure and the Methodology and Model Performance Monitoring Procedure, which includes reviewing the performance of each Risk Methodology and verifying the software is implemented as intended. As proposed, the MRM Policy would further specify that validation results, including any conclusions, are documented in validation reports, and are reviewed with FRM. These changes do not substantively alter the roles and responsibilities of MRM other than with respect to the expanded scope of assessing Risk Methodologies rather than just Risk Models. Instead, the changes are intended to provide greater specificity regarding MRM's current functions under the MRM Policy.

OCC also proposes to make non-substantive changes to the description of the roles and responsibilities of OCC's Model Risk Working Group (“MRWG”). The MRWG is generally responsible for, among other things, assisting OCC's Management Committee in overseeing and governing OCC's model-related risk issues, reviewing and, if appropriate, approving new Risk Models, material changes to Risk Models, and proposals for decommissioning Risk Models prior to submission to OCC's Management Committee for review. 15 Under the current MRM Policy, the MRWG consists of representatives from QRM, FRM, MRM, and OCC's Corporate Risk Management department. As proposed, the MRWG would consist of representatives from FRM and OCC's Corporate Risk Management department. OCC notes that the same groups would be represented as part of the MRWG, only under different names. For example, QRM is already part of FRM (as explained above), so references to FRM already include QRM. Similarly, the Corporate Risk Management department includes MRM. Pursuant to the MRWG Procedure, a representative of each of the subgroups within FRM and the Corporate Risk Management department that are currently part of the MRWG would continue to be represented as part of the MRWG. The MRWG would consequently consist of representatives from all of the same groups as under the current MRM Policy, and the MRWG's functions would remain substantively the same.

OCC proposes to delete Part VI of MRM Policy, which sets forth the meaning of certain defined terms in the Policy, such as the terms “Methodology,” “Risk Model,” “Model Inventory,” “Material Change,” “Model Risk,” and “Risk Model Defect.” Certain of these terms, such as “Risk Model” are already defined in the body of the MRM Policy, and OCC does not propose any substantive change to these defined terms. 16 OCC proposes to delete the term “Methodology” from the MRM Policy and replace such term with “Risk Methodology,” as explained above, and set forth such new definition in the body of the MRM Policy. OCC proposes to delete the term “Risk Model Defect”  17 because such term is not used in the body of the MRM Policy, and the concept of a Risk Model Defect is captured under the concept of “observations” or “conclusions” arising from various reviews and validations of Risk Models and Risk Methodologies. 18 OCC proposes to delete the definition of a “Material Change” because OCC believes that all changes to Risk Models and Risk Methodologies should be subject to the oversight processes outlined in the MRM Policy, rather than only those that might be considered “material.” OCC also proposes to delete the definition of “Independent Model Validation,” which is currently defined as evaluation of the performance of a Risk Model performed by a qualified person who is free from influence from the persons responsible for the development or operation of the models being validated. OCC believes that this change is not substantive because the MRM Policy, as proposed, would provide that MRM is responsible for independent model validations and that MRM personnel  19 performing such validations are independent from, do not report to, and are otherwise free from influence from OCC business areas involved in the development, implementation and operation of Risk Methodologies. 20

OCC also proposes certain changes to the names of procedures mentioned in the MRM Policy. For example, the MRM Policy currently refers in certain places to the “Risk Model Development Procedure,” the “Model Implementation Procedure,” and the “Model Validation Procedure.”  21 The Risk Model Development Procedure and Model Implementation Procedure have been merged into a single procedure. It is referred to as the “Risk Methodology Development and Implementation Procedure” to reflect the expanded scope of covering Risk Methodologies rather than just Risk Models. Similarly, the “Model Validation Procedure” has been modified for the same reason to refer to the “Methodology and Model Validation Procedure.”

In certain other places within the MRM Policy, OCC proposes to modify references to certain specific procedures. Specifically, the MRM Policy currently specifies that QRM monitors the use and performance of Risk Models according to OCC's Model Backtesting Procedures, the Business Backtesting Procedure, and the Margin Model Parameter Review and Sensitivity Analysis Procedure. OCC proposes to add to this list that this also includes other “related policies and procedures,” and note that these additional related policies and procedures relate to OCC's Clearing Fund Methodology Policy, Liquidity Risk Management Framework and Margin Policy. OCC proposes to add “and related policies and procedures” because there are a number of additional policies or procedures (over 20) not specifically enumerated in the MRM Policy that OCC believes should be generally referenced in the MRM Policy given their relevance to Risk Methodology monitoring functions.

Finally, OCC also proposes to make non-substantive amendments to streamline the description of the Management Committee's annual review and approval of any changes to MRM Policy. 22

OCC also proposes to add a description of “Risk Applications” to the MRM Policy. Risk Applications are tools with advanced quantitative or mathematical techniques that (a) apply to statistical, economic, or financial theories, and/or assumptions to process inputs into quantitative estimates, forecasts, or projections, and (b) do not have direct impact on OCC's margin, credit, or liquidity resources. OCC proposes to amend the MRM Policy to further specify that the Risk Application governance processes are outlined in the Risk Application Management Procedure and that, as part of this governance, MRM performs validations of the Risk Applications to verify the conceptual soundness of the Risk Application against its intended use, documented in validation reports, and that observations from such validations are addressed according to OCC's Model Risk Observation Management Procedure. OCC proposes to include mention of Risk Applications, which are used by OCC today, in the MRM Policy so that the MRM Policy describes these additional tools that are complementary to OCC's Risk Model and Risk Methodology management oversight. As noted, Risk Applications are tools that apply to processes ( e.g., estimates, projections) that do not have a direct impact on OCC's margin, credit, or liquidity resources. As a result, Risk Applications do not directly impact Risk Models or Risk Methodologies, but are nonetheless related to OCC's processes for managing potential model risk.

Similarly, OCC also proposes to amend the MRM Policy to provide that OCC utilizes User Developed Applications (“UDAs”), which are analytical applications designed to manipulate and analyze data that are used on a repetitive basis and might expose OCC to Model Risk. OCC also proposes to specify in the MRM Policy that UDAs are subject to governance processes outlined in OCC's User Developed Application (UDA) Management Procedure. Similar to Risk Applications, UDAs do not have a direct impact on OCC's Risk Models or Risk Methodologies, but reflect tools used by OCC to manage potential risks arising from routine calculations or data analysis performed by OCC.

Section 17A(b)(3)(F) of the Exchange Act requires, among other things, that the rules of a clearing agency be designed to assure the safeguarding of securities and funds in the custody or control of the clearing agency or for which it is responsible, and, in general, to protect investors and the public interest. 23 OCC believes that the proposed amendments to the MRM Policy, which are primarily designed to expand the scope of the MRM Policy to more directly govern Risk Methodologies ( i.e., a collection of Risk Models) rather than Risk Models individually, would help to ensure that OCC maintains policies and procedures that are reasonably designed to provide for a robust model risk management framework, which in turn promotes the protection of investors and the public interest. In particular, because Risk Models typically do not operate in isolation, but rather as part of a broader Risk Methodology, OCC believes that expanding the MRM Policy to more comprehensively focus on Risk Methodologies would promote a more sound risk management framework, consistent with Rule 17Ad-22(e)(3). 24 OCC believes that a more holistic approach would help to ensure that potential sources of model risk that may not have been formally subject to the MRM Policy are now subject to the MRM Policy, which in turn can further the protection of investors and the public interest which benefit from more sound risk management frameworks for registered clearing agencies.

Rule 17Ad-22(e)(2) requires a covered clearing agency to establish, implement, maintain and enforce written policies and procedures reasonably designed to provide for governance arrangements that, among other things: (i) clearly prioritize safety and efficiency of the covered clearing agency; (ii) support the public interest requirements in section 17A of the Exchange Act  25 applicable to clearing agencies, and the objectives of owners and participants and (iii) specify clear and direct lines of responsibility. 26 OCC believes that the proposed changes to the MRM Policy are consistent with Rule 17Ad-22(e)(2) because they are designed to prioritize the safety and efficiency of OCC and support the public interest requirements in section 17A of the Exchange Act by helping to ensure that Risk Methodologies are reviewed holistically to evaluate potential model risk rather than evaluating model risk for Risk Models on a more individual basis. While OCC's current processes under the MRM Policy do contemplate the evaluation of Risk Methodologies, OCC believes that the proposed changes will better facilitate a review of Risk Methodologies in their entirety, which OCC believes helps prioritize the safety and efficiency of OCC by addressing additional potential sources of model risk that may not have previously been directly subject to the MRM Policy. The safe and efficient management of risks related to the sufficiency of OCC's credit, margin, and liquidity resources—including arising from Risk Models and Risk Methodologies used to calculate and manage such risks—is necessary to allow OCC to effectively and continuously carry out its core clearing functions (such as transferring record ownership and safeguarding securities and funds). OCC notes that its current processes for reviewing Risk Models on an individual basis will not change under the proposed rule change, but will now encompass more directly a broader review of Risk Methodologies.

In addition, OCC believes the proposed changes to describe the roles and responsibilities of different groups and departments ( e.g., changing references from QRM to FRM) under the MRM Policy are also consistent with Rule 17Ad-22(e)(2) because they would specify clear and direct lines of responsibility among OCC personnel with responsibilities under the MRM Policy and would reflect internal organizational changes within OCC As described above, FRM encompasses different departments, including QRM, that collaborate with each other and that are tasked with responsibility for managing the Risk Methodology framework subject to the MRM Policy. QRM has and will continue to have primary responsibility for individual Risk Models, however, references in the MRM Policy would be changed to FRM to reflect that other departments within FRM may have responsibility for an input or output that is part of a Risk Methodology but not necessarily part of a Risk Model. This structure allows the processes related to Risk Models and Risk Methodology components to be aligned and managed under the one organizational umbrella of FRM, which in turn better addresses sources of model risk from a holistic perspective. The proposed changes in certain roles and responsibilities of different groups, such as providing that MRM is responsible for validating Risk Methodologies (including any changes to Risk Methodologies) prior to implementation, clearly and transparently reflects FRM's broadened scope of responsibility for the Risk Methodology framework. Moreover, the approach results in OCC having a coordinated strategy for managing the Risk Methodology framework and its components. None of the proposed changes, however, would change the CFRO's role or supervisory responsibility regarding all FRM's departments or change QRM's specific responsibilities for Risk Models. 27

Rule 17Ad-22(e)(3)(i) requires a covered clearing agency to establish, implement, maintain, and enforce written policies and procedures reasonably designed to, among other things, maintain a sound risk management framework for comprehensively managing its risks, which includes risk management policies, procedures, and systems designed to identify, measure, monitor, and manage the range of risks that arise in or are borne by the covered clearing agency, that are subject to review on a specified periodic basis and approved by its board annually. 28 OCC believes that the proposed Policy is consistent with Rule 17Ad-22(e)(3)(i)  29 because the proposed changes are designed to, among other things, expand the MRM Policy to address Risk Methodologies comprehensively rather than Risk Models on a more individual basis and that the proposed changes thereby promote a more sound risk management framework for comprehensively managing its risks. OCC notes that under the proposed rule change, the MRM Policy would continue to be reviewed on a periodic basis and reviewed by OCC's Board annually. 30

Section 17A(b)(3)(I) of the Exchange Act  31 requires that the rules of a clearing agency not impose any burden on competition not necessary or appropriate in furtherance of the purposes of the Exchange Act. OCC does not believe that the proposed rule change would impact or impose any burden on competition. The proposed rule change addresses OCC's internal framework surrounding the governance, development, implementation, use, monitoring, and validation of Risk Models and Risk Methodologies. Under this framework, OCC's controls regarding the design, use, implementation and validation of models, as set forth in the proposed MRM Policy, insofar as they affect margin or Clearing Fund requirements, would have an equal impact on all Clearing Members. Consequently, the proposed Policy does not provide any Clearing Member with a competitive advantage over any other Clearing Member. Further, the proposed rule change would not affect any Clearing Member's access to OCC's services or impose any direct burdens on Clearing Members. Accordingly, the proposed rule change would not unfairly inhibit access to OCC's services or disadvantage or favor any particular user in relationship to another user.

For the foregoing reasons, OCC believes that the proposed rule change is in the public interest, would be consistent with the requirements of the Exchange Act applicable to clearing agencies, and would not impact or impose a burden on competition.

Written comments were not and are not intended to be solicited with respect to the proposed rule change and none have been received.

Within 45 days of the date of publication of this notice in the Federal Register or within such longer period up to 90 days (i) as the Commission may designate if it finds such longer period to be appropriate and publishes its reasons for so finding or (ii) as to which the self-regulatory organization consents, the Commission will:

(A) by order approve or disapprove such proposed rule change, or

(B) institute proceedings to determine whether the proposed rule change should be disapproved.

The proposal shall not take effect until all regulatory actions required with respect to the proposal are completed.

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

• Use the Commission's internet comment form ( http://www.sec.gov/rules/sro.shtml ) or

• Send an email to rule-comments@sec.gov. Please include File Number SR-OCC-2023-004 on the subject line.

• Send paper comments in triplicate to Secretary, Securities and Exchange Commission, 100 F Street, NE Washington, DC 20549-1090.

Do not include personal identifiable information in submissions; you should submit only information that you wish to make available publicly. We may redact in part or withhold entirely from publication submitted material that is obscene or subject to copyright protection. All submissions should refer to File Number SR-OCC-2023-004 and should be submitted on or before June 7, 2023.

On March 30, 2023, ICE Clear Credit LLC (“ICC”) filed with the Securities and Exchange Commission (“Commission”) the proposed rule change SR-ICC-2023-005 (“Proposed Rule Change”), pursuant to section 19(b) of the Securities Exchange Act of 1934 (“Exchange Act”)  1 and Rule 19b-4  2 thereunder, to clear additional credit default swap contracts. 3 The Proposed Rule Change was published for public comment in the Federal Register on April 18, 2023. 4 The Commission has not received comments regarding the proposal described in the Proposed Rule Change.

Section 19(b)(2) of the Exchange Act  5 provides that, within 45 days of the publication of notice of the filing of a proposed rule change, or within such longer period up to 90 days as the Commission may designate if it finds such longer period to be appropriate and publishes its reasons for so finding, or as to which the self-regulatory organization consents, the Commission shall either approve the proposed rule change, disapprove the proposed rule change, or institute proceedings to determine whether the proposed rule change should be disapproved. The 45th day after publication of the Notice of Filing is June 2, 2023. The Commission is extending this 45-day time period.

In order to provide the Commission with sufficient time to consider the Proposed Rule Change, the Commission finds that it is appropriate to designate a longer period within which to take action on the Proposed Rule Change.

Accordingly, the Commission, pursuant to section 19(b)(2) of the Exchange Act, 6 designates July 17, 2023 as the date by which the Commission shall either approve, disapprove, or institute proceedings to determine whether to disapprove proposed rule change SR-ICC-2023-005.

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 April 28, 2023, Cboe Exchange, Inc. (“Exchange” or “Cboe Options”) 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.