[Federal Register Volume 88, Number 113 (Tuesday, June 13, 2023)]
[Notices]
[Pages 38582-38586]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2023-12575]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-97663; File No. SR-CBOE-2023-030]


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

June 7, 2023.
    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 June 1, 2023, Cboe Exchange, Inc. (the ``Exchange'' or ``Cboe 
Options'') filed with the Securities and Exchange Commission (the 
``Commission'') the proposed rule change as described in Items I, II, 
and III below, which Items have been prepared by the Exchange. The 
Commission is publishing this notice to solicit comments on the 
proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    Cboe Exchange, Inc. (the ``Exchange'' or ``Cboe Options'') proposes 
to amend 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://www.cboe.com/AboutCBOE/

[[Page 38583]]

CBOELegalRegulatoryHome.aspx), at the Exchange's Office of the 
Secretary, and at the Commission's Public Reference Room.

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

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

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

1. Purpose
    The Exchange proposes to amend its Fees Schedule, effective June 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 15% of the market share.\3\ 
Thus, in such a low-concentrated and highly competitive market, no 
single options 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. In response to competitive pricing, the Exchange, 
like other options exchanges, offers rebates and assesses fees for 
certain order types executed on or routed through the Exchange.
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    \3\ See Cboe Global Markets U.S. Options Monthly Market Volume 
Summary (May 26, 2023), available at https://markets.cboe.com/us/options/market_statistics/.
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    Also, in response to the competitive environment, the Exchange 
offers various tiered incentive programs which provide Trading Permit 
Holders (``TPHs'') opportunities to qualify for higher rebates or 
reduced rates where certain volume criteria and thresholds are met. 
Tiered pricing provides an incremental incentive for TPHs to strive for 
higher tier levels, which provides increasingly higher benefits or 
discounts for satisfying increasingly more stringent criteria. For 
example, the Exchange currently offers, among other tiered volume 
programs, a Floor Broker Sliding Scale Rebate Program, which offers 
four tiers that provide rebates on a sliding scale \4\ for qualifying 
orders where a TPH meets certain liquidity thresholds. The Program 
applies to all products except for Underlying Symbol List A,\5\ Sector 
Indexes,\6\ DJX, MRUT, MXEA, MXEF, NANOS, XSP, and FLEX Micros 
(``multiply-listed options''). The Program offers two categories of 
rebates that correspond to each of the proposed tiers; one that applies 
to Firm Facilitated orders (i.e., orders that yield fee code FF) \7\ 
and another that applies to all other non-Firm Facilitated orders 
(i.e., orders that do not yield fee code FF).
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    \4\ The rebate offered under each tier is only applied to the 
qualifying volume within that tier. In addition, the Exchange 
calculates the average rebate for each type of rebate (Firm 
Facilitated and Non-Firm Facilitated) based on the TPH's total 
qualifying volume across all four tiers plus its qualifying baseline 
volume (which corresponds to a rebate of $0.00). Each respective 
average rebate is applied to the percentage of qualifying volume 
that corresponds specifically to the type of order (Firm Facilitated 
or Non-Firm Facilitated) volume and added together, which results in 
a final average rebate. The final average rebate is then applied to 
the TPH's total qualifying executions. This is consistent with the 
manner in which the Exchange calculates rebates for other sliding 
scale programs offered under the Fees Schedule.
    \5\ See Cboe Options Fees Schedule, Footnote 34, which provides 
that Underlying Symbol List A includes OEX, XEO, RUT, RLG, RLV, RUI, 
UKXM, SPX (includes SPXW), SPESG and VIX.
    \6\ See Cboe Options Fees Schedule, Footnote 47, which provides 
that Sector Index underlying symbols include IXB, SIXC, IXE, IXI, 
IXM, IXR, IXRE, IXT, IXU, IXV AND IXY, and corresponding option 
symbols include SIXB, SIXC, SIXE, SIXI, SIXM, SIXR, SIXRE, SIXT, 
SIXU, SIXV AND SIXY.
    \7\ Orders that yield fee code FF are not assessed a charge. See 
Cboe U.S. Options Fee Schedules, Fees and Associated Fee Codes, 
available at: https://markets.cboe.com/us/options/membership/fee_schedule/cboe/.
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    The current Floor Broker Sliding Scale Rebate Program tiers and 
corresponding rebates are as follows:
     Tier 1 provides a rebate of $0.01 per contract for all 
qualifying (i.e., Non-Customer, Non-Strategy, Floor Broker orders in 
all products except Underlying Symbol List A, Sector Indexes, DJX, 
MRUT, MXEA, MXEF, NANOS, XSP, and FLEX Micros) Firm Facilitated orders, 
and a rebate of $0.03 per contract for all qualifying non-Firm 
Facilitated orders, where a TPH has a Step-Up Volume in Non-Customer, 
Non-Strategy, Floor Broker Volume (in applicable products) from April 
2021 that is greater than zero contracts;
     Tier 2 provides a rebate of $0.01 per contract for all 
qualifying Firm Facilitated orders, and a rebate of $0.04 per contract 
for all qualifying non-Firm Facilitated orders, where a TPH has a Step-
Up Volume in Non-Customer, Non-Strategy, Floor Broker Volume (in 
applicable products) from April 2021 that is greater than or equal to 
100,000 contracts;
     Tier 3 provides a rebate of $0.01 per contract for all 
qualifying Firm Facilitated orders, and a rebate of $0.05 per contract 
for all qualifying non-Firm Facilitated orders, where a TPH has a Step-
Up Volume in Non-Customer, Non-Strategy, Floor Broker Volume (in 
applicable products) from April 2021 that is greater than or equal to 
250,000 contracts; and
     Tier 4 provides a rebate of $0.015 per contract for all 
qualifying Firm Facilitated orders, and a rebate of $0.06 per contract 
for all qualifying non-Firm Facilitated orders, where a TPH has a Step-
Up Volume in Non-Customer, Non-Strategy, Floor Broker Volume (in 
applicable products) from April 2021 that is greater than or equal to 
500,000 contracts.
    The Exchange now proposes to update the Floor Broker Sliding Scale 
Rebate Program. Specifically, the Exchange proposes to amend tier 
rebates for Tiers 1, 3, and 4, and to amend tier criteria for all Tiers 
1 through 4. The proposed changes are as follows.
     Tier 1, as amended, provides a rebate of $0.005 per 
contract for all qualifying (i.e., Non-Customer, Non-Strategy, Floor 
Broker orders in all products except Underlying Symbol List A, Sector 
Indexes, DJX, MRUT, MXEA, MXEF, NANOS, XSP, and FLEX Micros) Firm 
Facilitated orders, and a rebate of $0.020 per contract for all 
qualifying non-Firm Facilitated orders, where a TPH has Volume in Non-
Customer, Non-Strategy, Floor Broker (in applicable products) that is 
greater than zero contracts;
     Tier 2, as amended, provides a rebate of $0.01 per 
contract for all qualifying Firm Facilitated orders, and a rebate of 
$0.04 per contract for all qualifying non-Firm Facilitated orders, 
where a TPH has Volume in Non-Customer, Non-Strategy, Floor Broker (in 
applicable products) that is greater than or equal to 250,000 
contracts;

[[Page 38584]]

     Tier 3, as amended, provides a rebate of $0.02 per 
contract for all qualifying Firm Facilitated orders, and a rebate of 
$0.07 per contract for all qualifying non-Firm Facilitated orders, 
where a TPH has Volume in Non-Customer, Non-Strategy, Floor Broker (in 
applicable products) that is greater than or equal to 500,000 
contracts; and
     Tier 4, as amended, provides a rebate of $0.025 per 
contract for all qualifying Firm Facilitated orders, and a rebate of 
$0.1 per contract for all qualifying non-Firm Facilitated orders, where 
a TPH has Volume in Non-Customer, Non-Strategy, Floor Broker (in 
applicable products) that is greater than or equal to 1,000,000 
contracts.\8\
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    \8\ The proposed change also amends language in the Fees 
Schedule regarding the Floor Broker Sliding Scale Rebate Program to 
note that the Exchange will aggregate a TPH's volume with the volume 
of its affiliates (``affiliate'' defined as having at least 75% 
common ownership between the two entities as reflected on each 
entity's Form BD, Schedule A) for the purposes of calculating Volume 
each month (rather than Step-Up Volume).
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    Additionally, the Exchange proposes certain clean-up changes to its 
Fees Schedule to eliminate PULSe Workstation fees and references in the 
Routing, Network Access Port, and Logical Connectivity sections and 
Footnotes 27 and 45, as PULSe was decommissioned in January 2021, and 
thus, such fees and references are obsolete. The Exchange also proposes 
to eliminate reference to Cboe ``Command'' system in Footnotes 27, 36, 
and 45 of the Fees Schedule, as it no longer uses that naming 
convention with respect to its system.
2. Statutory Basis
    The Exchange believes the proposed rule change is consistent with 
the Securities Exchange Act of 1934 (the ``Act'') and the rules and 
regulations thereunder applicable to the Exchange and, in particular, 
the requirements of Section 6(b) of the Act.\9\ Specifically, the 
Exchange believes the proposed rule change is consistent with the 
Section 6(b)(5) \10\ 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) \11\ 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,\12\ 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.
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    \9\ 15 U.S.C. 78f(b).
    \10\ 15 U.S.C. 78f(b)(5).
    \11\ Id.
    \12\ 15 U.S.C. 78f(b)(4).
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    As stated 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 changes 
reflect a competitive pricing structure designed to incentivize market 
participants to direct their order flow to the Exchange's trading 
floor, which the Exchange believes would enhance market quality to the 
benefit of all TPHs. The Exchange notes that the proposed volume-based 
incentives and discounts, as amended, are reasonable, equitable and 
non-discriminatory because they are open to all TPHs on an equal basis 
and provide additional benefits or discounts that are reasonably 
related to (i) the value to an exchange's market quality and (ii) 
associated higher levels of market activity, such as higher levels of 
liquidity provision and/or growth patterns. Additionally, as noted 
above, the Exchange operates in a highly competitive market. 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. Competing options exchanges offer 
similar tiered pricing structures to that of the Exchange, including 
incentive programs that offer rebates or rates that apply based upon 
TPHs achieving certain volume thresholds.
    The Exchange believes that reducing the rebates offered under Tier 
1 is reasonable because TPHs are still eligible to receive a rebate for 
meeting the corresponding criteria, albeit at a lower amount than 
before. The Exchange believes that increasing the rebates offered under 
Tiers 3 and 4 is reasonable because TPHs will be receiving higher 
rebates for meeting the corresponding criteria. The Exchange believes 
the proposed changes to the rebate amounts offered under these tiers 
are commensurate with the corresponding criteria under the respective 
tiers, even as amended.
    The Exchange also believes that the proposed changes to the Floor 
Broker Sliding Scale Rebate Program are reasonable and equitable 
because they are designed to incentivize increased order flow in 
multiply-listed options to the Exchange's trading floor. The Exchange 
believes the changes are reasonably designed to encourage market 
participants to submit Non-Customer, Non-Strategy order flow, which 
provides liquidity to the Exchange's trading floor, facilitates tighter 
spreads and may attract an additional corresponding increase in order 
flow from other market participants. Increased overall order flow 
benefits all investors by deepening the Exchange's liquidity pool, 
potentially providing even greater execution incentives and 
opportunities, as well as improved price opportunities for all market 
participants.
    Moreover, the Exchange believes that the proposed changes to the 
criteria and rebates of the Floor Broker Sliding Scale Rebate Program 
are reasonable as they are comparable to the tier criteria and rebates 
or reduced rates offered under similar volume-based incentive programs 
offered at other options exchanges.\13\ The Exchange also believes that 
it is reasonable to continue to offer higher rebates for Non-Firm 
Facilitated order flow than for Firm Facilitated order flow (i.e., 
where the same executing broker and clearing firm are on both sides of 
the transaction) because it wishes to further incentivize order flow 
that attracts contra-side interest from a wider variety of market 
participants, which may further contribute towards a robust, well-
balance market ecosystem.
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    \13\ See BOX Options Fee Schedule, Section V(C), Qualified Open 
Outcry (``QOO'') Order Rebate, which offers a rebate for floor 
broker orders of $0.075 or $0.05 per contract (depending on the 
capacity) and does not apply to Strategy QOO Orders. See also NYSE 
American Options Fee Schedule, E.1, Floor Broker Fixed Cost 
Prepayment Incentive Program (the ``FB Prepay Program''), which 
offers participating floor brokers annual rebates for achieving 
growth in manual volume by a certain percentage as measured against 
certain benchmarks, and does not apply to volume executed as part of 
Strategy Execution Fee Cap (that is, strategy orders); and NYSE Arca 
Options Fee Schedule, Floor Broker Fixed Cost Prepayment Incentive 
Program (the ``FB Prepay Program), which provides a rebate for floor 
broker orders on manual billable volume of $0.08 to $0.10 per 
billable side (based on billable sides), and excludes strategy 
executions from the program.
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    The Exchange believes that the proposed changes to the Floor Broker 
Sliding Scale Rebate Program represent an equitable allocation of fees 
and are not unfairly discriminatory because the program, as amended, 
applies uniformly to all qualifying TPHs, in that all TPHs that submit 
the requisite order flow (i.e.,

[[Page 38585]]

Non-Customer, Non-Strategy, Floor Broker Volume in multiply-listed 
options) have the opportunity to compete for and achieve the tiers, as 
amended. The proposed rebates will apply automatically and uniformly to 
all TPHs that achieve the proposed corresponding criteria. Without 
having a view of activity on other markets and off-exchange venues, the 
Exchange has no way of knowing whether these proposed changes would 
definitely result in any TPHs qualifying for Tiers 1-4. While the 
Exchange has no way of predicting with certainty how the proposed 
changes will impact TPH activity, based on trading activity from the 
prior months, the Exchange anticipates that at least 2 TPHs will 
achieve Tier 2, 2 TPH will achieve Tier 3 and 1 TPH will achieve Tier 
4.
    Finally, the Exchange believes eliminating PULSe fees and 
references as discussed above is reasonable as such PULSe has been 
decommissioned, rendering such fees and references obsolete. The 
proposed change to eliminate references to Cboe ``Command'' is also 
reasonable as the Exchange no longer refers to its system as ``Cboe 
Command''. The proposed deletions reduce potential confusion and 
maintain clarity in the Fees Schedule.

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

    The Exchange does not believe that the proposed rule change will 
impose any burden on competition that is not necessary or appropriate 
in furtherance of the purposes of the Act. As discussed above, the 
Exchange believes that the proposed changes encourage the submission of 
additional liquidity to the floor of a public exchange, thereby 
promoting market depth, price discovery and transparency and enhancing 
order execution and price improvement opportunities for all TPHs.
    The Exchange does not believe that the proposed rule change will 
impose any burden on intramarket competition that is not necessary or 
appropriate in furtherance of the purposes of the Act because the Floor 
Broker Sliding Scale Rebate Program, as amended, will apply equally to 
all similarly situated TPHs that submit the requisite order flow. That 
is, the proposed criteria and rebates will apply equally to all Non-
Customer, Non-Strategy, Floor Broker orders in multiply-listed options. 
The Exchange does not believe that the continued application of Floor 
Broker Sliding Scale Rebate Program to Non-Customer orders will impose 
any significant burden on intramarket competition that is not necessary 
or appropriate in furtherance of the purposes of the Act because the 
Exchange recognizes that Non-Customer participation in the markets is 
essential to a robust hybrid market ecosystem as each contributes 
unique and important liquidity to the Exchange's trading floor, as 
described above. Such Non-Customer order flow may result in overall 
tighter spreads, attracting order flow from other market participants, 
more execution opportunities at improved prices, and/or deeper levels 
of liquidity, which may ultimately improve price transparency, provide 
continuous trading opportunities and enhance market quality on the 
Exchange, to the benefit of all market participants.
    The Exchange also does not believe that the proposed changes will 
impose any burden on intermarket competition that is not necessary or 
appropriate in furtherance of the Act because, as noted above, 
competing options exchanges have similar incentive programs and 
discount opportunities in place in connection with floor broker order 
flow.\14\ Additionally, and as previously discussed, the Exchange 
operates in a highly competitive market. TPHs have numerous alternative 
venues that they may participate on and direct their order flow, 
including 15 other options exchanges, many of which offer substantially 
similar volume-based incentive programs.\15\ Based on publicly 
available information, no single options exchange has more than 15% of 
the market share.\16\ Therefore, no exchange possesses significant 
pricing power in the execution of option order flow. Indeed, 
participants can readily choose to send their orders to other exchange, 
and, additionally off-exchange venues, if they deem fee levels at those 
other venues to be more favorable. Moreover, the Commission has 
repeatedly expressed its preference for competition over regulatory 
intervention in determining prices, products, and services in the 
securities markets. Specifically, in Regulation NMS, the Commission 
highlighted the importance of market forces in determining prices and 
SRO revenues and, also, recognized that current regulation of the 
market system ``has been remarkably successful in promoting market 
competition in its broader forms that are most important to investors 
and listed companies.'' \17\ 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' . . . . ''.\18\ Accordingly, the Exchange does not believe its 
proposed fee change imposes any burden on competition that is not 
necessary or appropriate in furtherance of the purposes of the Act.
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    \14\ See supra note 13.
    \15\ See supra note 13.
    \16\ See supra note 3.
    \17\ See Securities Exchange Act Release No. 51808 (June 9, 
2005), 70 FR 37496, 37499 (June 29, 2005).
    \18\ NetCoalition v. SEC, 615 F.3d 525, 539 (D.C. Cir. 2010) 
(quoting Securities Exchange Act Release No. 59039 (December 2, 
2008), 73 FR 74770, 74782-83 (December 9, 2008) (SR-NYSEArca-2006-
21)).
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C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

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

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

    The foregoing rule change has become effective pursuant to Section 
19(b)(3)(A) of the Act \19\ and paragraph (f) of Rule 19b-4 \20\ 
thereunder. At any time within 60 days of the filing of the proposed 
rule change, the Commission summarily may temporarily suspend such rule 
change if it appears to the Commission that such action is necessary or 
appropriate in the public interest, for the protection of investors, or 
otherwise in furtherance of the purposes of the Act. If the Commission 
takes such action, the Commission will institute proceedings to 
determine whether the proposed rule change should be approved or 
disapproved.
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    \19\ 15 U.S.C. 78s(b)(3)(A).
    \20\ 17 CFR 240.19b-4(f).
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IV. Solicitation of Comments

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

[[Page 38586]]

Electronic Comments

     Use the Commission's internet comment form (https://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
file number SR-CBOE-2023-030 on the subject line.

Paper Comments

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

    All submissions should refer to file number SR-CBOE-2023-030. This 
file number should be included on the subject line if email is used. To 
help the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's internet website (https://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all 
written statements with respect to the proposed rule change that are 
filed with the Commission, and all written communications relating to 
the proposed rule change between the Commission and any person, other 
than those that may be withheld from the public in accordance with the 
provisions of 5 U.S.C. 552, will be available for website viewing and 
printing in the Commission's Public Reference Room, 100 F Street NE, 
Washington, DC 20549, on official business days between the hours of 10 
a.m. and 3 p.m. Copies of the filing also will be available for 
inspection and copying at the principal office of the Exchange. 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-CBOE-2023-030 and should be 
submitted on or before July 5, 2023.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\21\
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    \21\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2023-12575 Filed 6-12-23; 8:45 am]
BILLING CODE 8011-01-P