[Federal Register Volume 89, Number 249 (Monday, December 30, 2024)]
[Notices]
[Pages 106696-106700]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-30910]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-101997; File No. SR-CboeBZX-2024-127]
Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of
Filing and Immediate Effectiveness of a Proposed Rule Change To Amend
Its Fees Schedule Related to Physical Port Fees
December 19, 2024.
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 December 18, 2024, Cboe BZX Exchange, Inc. (the ``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.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
Cboe BZX Exchange, Inc. (the ``Exchange'' or ``BZX Equities'')
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://markets.cboe.com/us/equities/regulation/rule_filings/BZX/), at the Exchange's Office of the Secretary, and at
the Commission's Public Reference Room.
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, the Exchange included statements
concerning the purpose of and basis for the proposed rule change and
discussed any comments it received on the proposed rule change. The
text of these statements may be examined at the places specified in
Item IV below. The Exchange has prepared summaries, set forth in
sections A, B, and C below, of the most significant aspects of such
statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
1. Purpose
The Exchange proposes to amend its fee schedule relating to
physical connectivity fees.\3\
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\3\ The Exchange initially filed the proposed fee changes on
July 3, 2023 (SR-CboeBZX-2023-046). On September 1, 2023, the
Exchange withdrew that filing and submitted SR-CboeBZX-2023-067. On
September 29, 2023, the Securities and Exchange Commission issued a
Suspension of and Order Instituting Proceedings to Determine whether
to Approve or Disapprove a Proposed Rule Change to Amend its Fees
Schedule Related to Physical Port Fees (the ``OIP'') in anticipation
of a possible U.S. government shutdown. On October 2, 2023, the
Exchange filed the proposed fee change (SR-CboeBZX-2023-080). On
October 13, 2023, the Exchange withdrew that filing and on business
date October 16, 2023 submitted SR-CboeBZX-2023-084. On December 12,
2023, the Exchange withdrew that filing and submitted SR-CboeBZX-
2023-103. On February 9, 2024, the Exchange withdrew that filing and
submitted SR-CboeBZX-2024-016. On April 9, 2024, the Exchange
withdrew that filing and submitted SR-CboeBZX-2024-027. On June 7,
2024, the Exchange withdrew that filing and submitted SR-CboeBZX-
2024-051. On August 29, 2024, the Exchange withdrew that filing and
submitted SR-CboeBZX-2024-079. On October 25, 2024, the Exchange
withdrew that filing and submitted SR-CboeBZX-2024-106. On October
28, 2024, the Exchange withdrew that filing and submitted SR-
CboeBZX-2024-108. On December 18, 2024, the Exchange withdrew that
filing and submitted this filing.
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By way of background, a physical port is utilized by a Member or
non-Member
[[Page 106697]]
to connect to the Exchange at the data centers where the Exchange's
servers are located. The Exchange currently assesses the following
physical connectivity fees for Members and non-Members on a monthly
basis: $2,500 per physical port for a 1 gigabit (``Gb'') circuit and
$7,500 per physical port for a 10 Gb circuit. The Exchange proposes to
increase the monthly fee for 10 Gb physical ports from $7,500 to $8,500
per port. The Exchange notes the proposed fee change better enables it
to continue to maintain and improve its market technology and services
and also notes that the proposed fee amount, even as amended, continues
to be in line with, or even lower than, amounts assessed by other
exchanges for similar connections.\4\ The Exchange also notes that a
single 10 Gb physical port can be used to access the Systems of the
following affiliate exchanges: the Cboe BYX Exchange, Inc., Cboe EDGX
Exchange, Inc. (options and equities platforms), Cboe EDGA Exchange,
Inc., and Cboe C2 Exchange, Inc., (``Affiliate Exchanges'').\5\
Notably, only one monthly fee currently (and will continue) to apply
per 10 Gb physical port regardless of how many affiliated exchanges are
accessed through that one port.\6\
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\4\ See e.g., The Nasdaq Stock Market LLC (``Nasdaq''), General
8, Connectivity to the Exchange. Nasdaq and its affiliated exchanges
charge a monthly fee of $15,000 for each 10Gb Ultra fiber connection
to the respective exchange, which is analogous to the Exchange's
10Gb physical port. See also New York Stock Exchange LLC, NYSE
American LLC, NYSE Arca, Inc., NYSE Chicago Inc., NYSE National,
Inc. Connectivity Fee Schedule, which provides that 10 Gb LX LCN
Circuits (which are analogous to the Exchange's 10 Gb physical port)
are assessed $22,000 per month, per port.
\5\ The Affiliate Exchanges are also submitting contemporaneous
identical rule filings.
\6\ The Exchange notes that conversely, other exchange groups
charge separate port fees for access to separate, but affiliated,
exchanges. See e.g., Securities and Exchange Release No. 99822
(March 21, 2024), 89 FR 21337 (March 27, 2024) (SR-MIAX-2024-016).
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2. Statutory Basis
The Exchange believes the proposed rule change is consistent with
the Securities Exchange Act of 1934 (the ``Act'') and the rules and
regulations thereunder applicable to the Exchange and, in particular,
the requirements of Section 6(b) of the Act.\7\ Specifically, the
Exchange believes the proposed rule change is consistent with the
Section 6(b)(5) \8\ 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) \9\ 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) \10\ of the Act, 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. This belief is based on various factors
as described below.
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\7\ 15 U.S.C. 78f(b).
\8\ 15 U.S.C. 78f(b)(5).
\9\ Id.
\10\ 15 U.S.C. 78f(b)(4).
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First, the Exchange believes its proposal is reasonable as it
reflects a moderate increase in physical connectivity fees for 10 Gb
physical ports and its offering, even as amended, continues to be more
affordable as compared to analogous physical connectivity offerings at
competitor exchanges.\11\
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\11\ See e.g., The Nasdaq Stock Market LLC (``Nasdaq''), General
8, Connectivity to the Exchange. Nasdaq and its affiliated exchanges
charge a monthly fee of $15,000 for each 10Gbps Ultra fiber
connection to the respective exchange, which is analogous to the
Exchange's 10Gbps physical port. See also New York Stock Exchange
LLC, NYSE American LLC, NYSE Arca, Inc., NYSE Chicago Inc., NYSE
National, Inc. Connectivity Fee Schedule, which provides that 10
Gbps LX LCN Circuits (which are analogous to the Exchange's 10 Gbps
physical port) are assessed $22,000 per month, per port.
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The Exchange also believes the current fee does not properly
reflect the quality of the service and product, as fees for 10 Gb
physical ports have been static in nominal terms since 2018, and
therefore falling in real terms due to inflation. As a general matter,
the Producer Price Index (``PPI'') is a family of indexes that measures
the average change over time in selling prices received by domestic
producers of goods and services. PPI measures price change from the
perspective of the seller. This contrasts with other metrics, such as
the Consumer Price Index (CPI), that measure price change from the
purchaser's perspective.\12\ About 10,000 PPIs for individual products
and groups of products are tracked and released each month.\13\ PPIs
are available for the output of nearly all industries in the goods-
producing sectors of the U.S. economy--mining, manufacturing,
agriculture, fishing, and forestry--as well as natural gas,
electricity, and construction, among others. The PPI program covers
approximately 69 percent of the service sector's output, as measured by
revenue reported in the 2017 Economic Census.
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\12\ See https://www.bls.gov/ppi/overview.htm.
\13\ Id.
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For purposes of this proposal, the relevant industry-specific PPI
is the Data Processing, hosting and related services (``Data PPI'') and
more particularly the more granular service line Data Processing,
Hosting and Related Services: Hosting, Active Server Pages (ASP), and
Other Information Technology (IT) Infrastructure Provisioning
Services.\14\
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\14\ Provisioning is the process of preparing, assigning, and
activating IT infrastructure components, such as servers, storage,
and network connectivity, according to user requirements. It is a
critical part of IT operations, as it ensures that computing
resources are available when needed and that they are set up and
connected to work correctly.
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The Data PPI was introduced in January 2002 by the Bureau of Labor
Statistics (``BLS'') as part of an ongoing effort to expand Producer
Price Index coverage of the services sector of the U.S. economy and is
identified as NAICS--518210 in the North American Industry
Classification System (``NAICS'').\15\ According to the BLS ``[t]he
primary output of NAICS 518210 is the provision of electronic data
processing services. In the broadest sense, computer services companies
help their customers efficiently use technology. The processing
services market consists of vendors who use their own computer
systems--often utilizing proprietary software--to process customers'
transactions and data. Price movements for the NAICS 518210 index are
based on changes in the revenue received by companies that provide data
processing services and price movements for the service line NAICS
518210 index are based on changes in the revenue received by companies
that provide, among other things, IT infrastructure provisioning
services. Each month, companies provide net transaction prices for a
specified service. The transaction is an actual contract selected by
probability, where the price-determining
[[Page 106698]]
characteristics are held constant while the service is repriced. The
prices used in index calculation are the actual prices billed for the
selected service contract.'' \16\
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\15\ See https://www.bls.gov/ppi/overview.htm. Among the
industry-specific PPIs is for North American Industry Classification
System (``NAICS'') Code 518210: ``Data Processing and Related
Services,'' NAICS index codes categorize products and services that
are common to particular industries. According to BLS, these codes
``provide comparability with a wide assortment of industry-based
data for other economic programs, including productivity,
production, employment, wages, and earnings.''
\16\ See https://www.bls.gov/ppi/factsheets/producer-price-index-for-the-data-processing-and-related-services-industry-naics-518210.htm.
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The service (product) lines for which price indexes are available
under the Data PPI are: (1) business process management services (2)
data management and storage information transformation and other
services and (3) hosting ASP and other IT infrastructure provisioning
services. The most apt of these industry and product specific
categorizations for purposes of this present proposal to modify fees
for the 10 Gb physical port fee measures inflation for the provision of
data processing, hosting and related services as well as other
information technology infrastructure provisioning services which BLS
identifies as identified as NAICS--5182105.\17\ The Exchange believes
that this measure of inflation is particularly appropriate because the
Exchange's connectivity services involve hosting and providing
connections to its customers' telecommunications and information
technology equipment, as well as preparing, assigning, and activating
IT infrastructure components, such as servers, storage, and network
connectivity. The Exchange also uses its ``proprietary software,''
i.e., its own proprietary matching engine software, to receive orders
on the Exchange's proprietary trading platform as well as to collect,
organize, store and report customers' transactions. In other words, the
Exchange is in the business of data processing, hosting, ASP, and
providing other IT infrastructure provisioning services.
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\17\ See https://data.bls.gov/timeseries/PCU5182105182105.
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The Exchange further believes the Data PPI is an appropriate
measure for purposes of the proposed rule change on the basis that it
is a stable metric with limited volatility, unlike other consumer-side
inflation metrics. In fact, the Data PPI has not experienced a greater
than 2.16% increase for any one calendar year period since Data PPI was
introduced into the PPI in January 2002. For example, the average
calendar year change from January 2002 to December 2023 was .62%, with
a cumulative increase of 15.67% over this 21-year period. The Exchange
believes the Data PPI is considerably less volatile than other
inflation metrics such as CPI, which has had individual calendar-year
increases of more than 6.5%, and a cumulative increase of over 73% over
the same period.\18\
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\18\ See https://www.usinflationcalculator.com/inflation/consumer-price-index-and-annual-percent-changes-from-1913-to-2008/.
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As noted above, the current 10 Gb physical port fee remained
unchanged for six years, particularly since June 2018.\19\ Since its
last increase over 6 years ago however, there has been notable
inflation, including under the industry- and product-specific PPI,
which as described above is a tailored measure of inflation.
Particularly, the Hosting, ASP and other IT Infrastructure Provisioning
Services inflation measure had a starting value of 102.2 in June 2018
(the month the Exchange started assessing the current fee) and an
ending value of 115.66 in November 2024, representing an 13%
increase.\20\ This indicates that companies who are also in the hosting
ASP and other IT infrastructure provisioning services have generally
increased prices for a specified service covered under NAICS 5182105 by
an average of 13% during this period.
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\19\ See Securities and Exchange Release No. 83442 (June 14,
2018), 83 FR 28675 (June 20, 2018) (SR-CboeBZX-2018-037).
\20\ See https://data.bls.gov/timeseries/PCU5182105182105.
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The Exchange also believes that it is reasonable to increase its
fees to compensate for inflation because, over time, inflation has
degraded the value of each dollar that the Exchange collects in fees,
such that the real revenue collected today is considerably less than
that same revenue collected in 2018. The impact of this inflationary
effect is also independent of any change in the Exchange's costs in
providing its goods and services. The Exchange therefore believes that
it is reasonable for it to offset, in part, this erosion in the value
of the revenues it collects. Additionally, the Exchange historically
does not increase fees every year notwithstanding inflation. Other
exchanges have also filed for increases in certain fees, based in part
on comparisons to inflation.\21\ Accordingly, based on the above-
described percentage change based on an industry- and product-specific
inflationary measure, and in conjunction with the rationale further
described above and below, the Exchange believes the proposed fee
increase is reasonable.
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\21\ See, e.g., Securities Exchange Act Release Nos. 34-100994
(September 10, 2024), 89 FR 75612 (September 16, 2024) (SR-NYSEARCA-
2024-79).
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Next, the Exchange believes significant investments into, and
enhanced performance of, the Exchange, in the years following the last
10 Gb physical port fee increase support the reasonableness of the
proposed fee increase. These investments enhanced the quality of its
services, as measured by, among other things, increased throughput and
faster processing speeds. Customers have therefore greatly benefitted
from these investments, while the Exchange's ability to recoup its
investments has been hampered.
For example, the Exchange and its affiliated exchanges recently
launched a multi-year initiative to improve Cboe Exchange Platform
performance and capacity requirements to increase competitiveness,
support growth and advance a consistent world class platform. The goal
of the project, among other things, is to provide faster and more
consistent order handling and matching performance for options, while
ensuring quicker processing time and supporting increasing volumes and
capacity needs. For example, the Exchange recently performed switch
hardware upgrades. Particularly, the Exchange replaced existing
customer access switches with newer models, which the Exchange believes
resulted in increased determinism. The recent switch upgrades also
increased the Exchange's capacity to accommodate more physical ports by
nearly 50%. Network bandwidth was also increased nearly two-fold as a
result of the upgrades, which among other things, can lead to reduce
message queuing. The Exchange also believes these newer models result
in less natural variance in the processing of messages. The Exchange
notes that it incurred costs associated with purchasing and upgrading
to these newer models, of which the Exchange has not otherwise passed
through or offset.
As of April 1, 2024, market participants also having the option of
connecting to a new data center (i.e., Secaucus NY6 Data Center
(``NY6'')), in addition to the current data centers at NY4 and NY5. The
Exchange made NY6 available in response to customer requests in
connection with their need for additional space and capacity. In order
to make this space available, the Exchange expended significant
resources to prepare this space, and will also incur ongoing costs with
respect to maintaining this offering, including costs related to power,
space, fiber, cabinets, panels, labor and maintenance of racks. The
Exchange also incurred a large cost with respect to ensuring NY6 would
be latency equalized, as it is for NY4 and NY5.
The Exchange also has made various other improvements since the
current physical port rates were adopted in 2018. For example, the
Exchange has
[[Page 106699]]
updated its customer portal to provide more transparency with respect
to firms' respective connectivity subscriptions, enabling them to
better monitor, evaluate and adjust their connections based on their
evolving business needs. The Exchange also performs proactive audits on
a weekly basis to ensure that all customer cross connects continue to
fall within allowable tolerances for Latency Equalized connections.
Accordingly, the Exchange expended, and will continue to expend,
resources to innovate and modernize technology so that it may benefit
its Members and continue to compete among other equities markets. The
ability to continue to innovate with technology and offer new products
to market participants allows the Exchange to remain competitive in the
equities space which currently has 16 equities markets and potential
new entrants. If the Exchange were not able to assess incrementally
higher fees for its connectivity, it would effectively impact how the
Exchange manages its technology and hamper the Exchange's ability to
continue to invest in and fund access services in a manner that allows
it to meet existing and anticipated access demands of market
participants. Disapproval of fee changes such as the proposal herein,
could also have the adverse effect of discouraging an exchange from
improving its operations and implementing innovative technology to the
benefit of market participants if it believes the Commission would
later prevent that exchange from recouping costs and monetizing its
operational enhancements, thus adversely impacting competition as well
as the interests of market participants and investors.
Finally, the proposed fee is also the same as is concurrently being
proposed for its Affiliate Exchanges. Further, Members are able to
utilize a single port to connect to all of its Affiliate Exchanges and
will only be charged one single fee (i.e., a market participant will
only be assessed the proposed $8,500 even if it uses that physical port
to connect to the Exchange and another (or even all 6) of its Affiliate
Exchanges. Particularly, the Exchange believes the proposed monthly per
port fee is reasonable, equitable and not unfairly discriminatory since
as the Exchange has determined to not charge multiple fees for the same
port. Indeed, the Exchange notes that several ports are in fact
purchased and utilized across one or more of the Exchange's affiliated
Exchanges (and charged only once).
The Exchange also believes that the proposed fee change is not
unfairly discriminatory because it would be assessed uniformly across
all market participants that purchase the physical ports. The Exchange
believes increasing the fee for 10 Gb physical ports and charging a
higher fee as compared to the 1 Gb physical port is equitable as the 1
Gb physical port is 1/10th the size of the 10 Gb physical port and
therefore does not offer access to many of the products and services
offered by the Exchange (e.g., ability to receive certain market data
products). Thus, the value of the 1 Gb alternative is lower than the
value of the 10 Gb alternative, when measured based on the type of
Exchange access it offers. Moreover, market participants that purchase
10 Gb physical ports utilize the most bandwidth and therefore consume
the most resources from the network. The Exchange also anticipates that
firms that utilize 10 Gb ports will benefit the most from the
Exchange's investment in offering NY6 as the Exchange anticipates there
will be much higher quantities of 10 Gb physical ports connecting from
NY6 as compared to 1 Gb ports. Indeed, the Exchange notes that 10 Gb
physical ports account for approximately 90% of physical ports across
the NY4, NY5, and NY6 data centers, and to date, 80% of new port
connections in NY6 are 10 Gb ports. As such, the Exchange believes the
proposed fee change for 10 Gb physical ports is reasonably and
appropriately allocated.
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. The proposed fee change will
not impact intramarket competition because it will apply to all
similarly situated Members equally (i.e., all market participants that
choose to purchase the 10 Gb physical port). Additionally, the Exchange
does not believe its proposed pricing will impose a barrier to entry to
smaller participants and notes that its proposed connectivity pricing
is associated with relative usage of the various market participants.
For example, market participants with modest capacity needs can
continue to buy the less expensive 1 Gb physical port (which cost is
not changing) or may choose to obtain access via a third-party re-
seller. While pricing may be increased for the larger capacity physical
ports, such options provide far more capacity and are purchased by
those that consume more resources from the network. Accordingly, the
proposed connectivity fees do not favor certain categories of market
participants in a manner that would impose a burden on competition;
rather, the allocation reflects the network resources consumed by the
various size of market participants--lowest bandwidth consuming members
pay the least, and highest bandwidth consuming members pays the most.
The proposed fee change also does not impose a burden on
competition or on other Self-Regulatory Organizations that is not
necessary or appropriate. As described above, the Exchange evaluated
its proposed fee change using objective and stable metric with limited
volatility. Utilizing Data Processing PPI over a specified period of
time is a reasonable means of recouping a portion of the Exchange's
investment in maintaining and enhancing the connectivity service
identified above. The Exchange believes utilizing Data Processing PPI,
a tailored measure of inflation, to increase certain connectivity fees
to recoup the Exchange's investment in maintaining and enhancing its
services and products would not impose a burden on competition.
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 \22\ and paragraph (f) of Rule 19b-4 \23\
thereunder. At any time within 60 days of the filing of the proposed
rule change, the Commission summarily may temporarily suspend such rule
change if it appears to the Commission that such action is necessary or
appropriate in the public interest, for the protection of investors, or
otherwise in furtherance of the purposes of the Act. If the Commission
takes such action, the Commission will institute proceedings to
determine whether the proposed rule change should be approved or
disapproved.
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\22\ 15 U.S.C. 78s(b)(3)(A).
\23\ 17 CFR 240.19b-4(f).
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IV. Solicitation of Comments
Interested persons are invited to submit written data, views and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:
[[Page 106700]]
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-CboeBZX-2024-127 on the subject line.
Paper Comments
Send paper comments in triplicate to Secretary, Securities
and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.
All submissions should refer to file number SR-CboeBZX-2024-127. 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-CboeBZX-2024-127 and should
be submitted on or before January 21, 2025.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\24\
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\24\ 17 CFR 200.30-3(a)(12).
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Vanessa A. Countryman,
Secretary.
[FR Doc. 2024-30910 Filed 12-27-24; 8:45 am]
BILLING CODE 8011-01-P