[Federal Register Volume 84, Number 99 (Wednesday, May 22, 2019)]
[Notices]
[Pages 23607-23610]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-10645]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-85881; File No. SR-CboeBZX-2019-042]


Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of 
Filing and Immediate Effectiveness of a Proposed Rule To Amend the Fees 
Applicable to Securities Listed on the Exchange, Set Forth in BZX Rule 
14.13, Company Listing Fees

May 16, 2019.
    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 3, 2019, 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.
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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

    The Exchange proposes a rule change to amend the fees applicable to 
securities listed on the Exchange, which are set forth in BZX Rule 
14.13, Company Listing Fees. Changes to the fee schedule pursuant to 
this proposal are effective upon filing.
    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
    On August 30, 2011, the Exchange received approval of rules 
applicable to the qualification, listing, and delisting of companies on 
the Exchange,\3\ which it modified on February 8, 2012 in order to 
adopt pricing for the listing of exchange traded products (``ETPs'') 
\4\ on the Exchange.\5\ On July 3, 2017, the Exchange made certain 
changes to Rule 14.13 such that there were no entry fees or annual fees 
for ETPs listed on the Exchange.\6\ Effective January 1, 2019, the 
Exchange made certain changes to Rule 14.13 in order to charge an entry 
fee for ETPs that are not Generically-Listed ETPs \7\ and to add annual 
listing fees for ETPs listed on the Exchange.\8\ The Exchange submits 
this proposal in order to amend Rule 14.13 in order to include Linked 
Securities \9\ in the definition of Generically-Listed ETPs, to create 
pricing specific to Transfer Listings, as defined below, and to add 
Linked Securities to the standard annual fee schedule applicable other 
(sic) ETPs. In conjunction with this last change, the Exchange is 
proposing to eliminate Rule 14.13(b)(2)(C)(v), which currently applies 
only to certain Linked Securities.
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    \3\ See Securities Exchange Act Release No. 65225 (August 30, 
2011), 76 FR 55148 (September 6, 2011) (SR-BATS-2011-018).
    \4\ As defined in Rule 11.8(e)(1)(A), the term ``ETP'' means any 
security listed pursuant to Exchange Rule 14.11.
    \5\ See Securities Exchange Act Release No. 66422 (February 17, 
2012), 77 FR 11179 (February 24, 2012) (SR-BATS-2012-010).
    \6\ See Securities Exchange Act Release No. 81152 (July 14, 
2017), 82 FR 33525 (July 20, 2017) (SR&BatsBZX-2017-45).
    \7\ As currently defined, the term ``Generically-Listed ETPs'' 
means Index Fund Shares, Portfolio Depositary Receipts, Managed Fund 
Shares, Linked Securities, (sic) and Currency Trust Shares that are 
listed on the Exchange pursuant to Rule 19b-4(e) under the Exchange 
Act and for which a proposed rule change pursuant to Section 19(b) 
of the Exchange Act is not required to be filed with the Commission.
    \8\ See Securities Exchange Act Release No. 83597 (July 5, 
2018), 83 FR 32164 (July 11, 2018) (SR-CboeBZX-2018-46).
    \9\ As defined in Rule 14.11(d), the term ``Linked Securities'' 
includes any product listed pursuant to Rule 14.11(d), but 
specifically includes Equity Index-Linked Securities, Commodity-
Linked Securities, Fixed Income Index-Linked Securities, Futures-
Linked Securities, and Multifactor Index-Linked Securities.
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Generically-Listed ETPs--Linked Securities
    Currently, Generically-Listed ETPs listed on the Exchange are not 
subject to an entry fee on the Exchange, as provided in Rule 
14.13(b)(1)(C)(ii). The reason that Generically-Listed ETPs are not 
subject to an entry fee on the Exchange is that they generally do not 
require the same additional resources as ETPs that require a proposed 
rule change pursuant to Section 19(b), specifically the significant 
additional time and extensive legal and business resources required by 
Exchange staff to prepare and review such filings and to communicate 
with issuers and the Commission regarding such filings.
    The Exchange is proposing to add Linked Securities to the 
definition of Generically-Listed ETPs, meaning that any series of 
Linked Securities that is listed on the Exchange pursuant to Rule 19b-
4(e) under the Act and for which a proposed rule change pursuant to 
Section 19(b) of the Act is not required to be filed with the 
Commission would not pay any entry fee for listing on the

[[Page 23608]]

Exchange.\10\ Any series of Linked Securities that is not listed 
pursuant to Rule 19b-4(e) and would require a proposed rule change 
pursuant to Section 19(b) of the Act would still be subject to the 
entry fees applicable under Rule 14.13(b)(1)(C)(i).
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    \10\ The Exchange notes that NYSE Arca, Inc. (``Arca'') 
similarly does not charge an entry fee for Linked Securities that 
are listed pursuant to Rule 19b-4(e) under the Act and for which a 
proposed rule change pursuant to Section of the Act is not required 
to be filed with the Commission. See Arca Listing Fee Schedule for 
Structured Products, available: https://www.nyse.com/publicdocs/nyse/markets/nyse-arca/NYSE_Arca_Listing_Fee_Schedule.pdf.
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Transfer Listings
    Currently, any ETP that transfers its listing to the Exchange from 
another national securities exchange is subject to the same fee 
schedule as a newly-listed ETP. In order to enhance the competitive 
environment in the exchange listing space, the Exchange is proposing 
certain fees specifically for Transfer Listings.\11\ Specifically, the 
Exchange is proposing that Transfer Listings would not be subject to an 
entry fee, would have an annual listing fee of $4,000, and would not be 
subject to an annual fee for the remainder of the calendar year 
following the date of listing on the Exchange.\12\
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    \11\ As part of this proposal, the Exchange is also proposing to 
amend Rule 14.13(b)(1)(C)(ii) to include the defined term ``Transfer 
Listing,'' which shall mean any ETP that transfers its listing from 
another national securities exchange to the Exchange.
    \12\ The waiver of the annual fee for Transfer Listings is 
substantively identical to fees currently implemented on Arca. See 
Arca Listing Fee Schedule, Waiver of Annual Fee for Transfer 
Listings, available: https://www.nyse.com/publicdocs/nyse/markets/nyse-arca/NYSE_Arca_Listing_Fee_Schedule.pdf.
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Linked Securities--Annual Fees
    Currently, where an ETP is not a Legacy Listing,\13\ a New 
Listing,\14\ or an Auction Fee Listing,\15\ but is a series of Linked 
Securities, such an ETP will be subject to the following annual listing 
fee based on the CADV in the fourth quarter of the preceding calendar 
year:
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    \13\ A Legacy Listing, as defined in Rule 14.13(b)(2)(C)(i), is 
any ETP that was listed on the Exchange prior to January 1, 2019. 
All ETPs listed on the Exchange that are a Legacy Listing have an 
annual listing fee of $4,000.
    \14\ A New Listing, as defined in Rule 14.13(b)(2)(C)(ii), is an 
ETP during its first calendar year being listed on the Exchange or 
an ETP in its second calendar year being listed on the Exchange that 
was listed in the fourth quarter of its first calendar year. All New 
Listings have an annual listing fee of $4,500.
    \15\ An ``Auction Fee Listing, as defined in Rule 
14.13(b)(2)(C)(iii), refers to each of an issuer's ETPs where the 
average daily auction volume combined between the opening and 
closing auctions on the Exchange across all of an issuer's ETPs 
listed on the Exchange exceeds 500,000 shares. Auction Fee Listings 
have no annual listing fee.

------------------------------------------------------------------------
                                                                 Annual
                          CADV range                             listing
                                                                   fee
------------------------------------------------------------------------
0-10,000 shares...............................................   $15,000
10,001-100,000 shares.........................................    14,000
100,001-1,000,000 shares......................................    13,000
Greater than 1,000,000 shares.................................    12,000
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    The Exchange is proposing to eliminate this fee structure entirely 
by deleting Rule 14.13(b)(2)(C)(v) and to amend Rule 14.13(b)(2)(C)(iv) 
to include Linked Securities such that the annual listing fees 
applicable to all ETPs that are not a Legacy Listing, a New Listing, an 
Auction Fee Listing, or, as proposed herein, a Transfer Listing, apply 
as follows:

------------------------------------------------------------------------
                                                                 Annual
                          CADV range                             listing
                                                                   fee
------------------------------------------------------------------------
0-10,000 shares...............................................    $7,000
10,001-100,000 shares.........................................     6,000
100,001-1,000,000 shares......................................     5,500
Greater than 1,000,000 shares.................................     5,000
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    This change would reduce fees for Linked Securities that are not a 
Legacy Listing, New Listing, or Auction Fee Listing by more than 50% 
and would either reduce or keep the same the annual fees for all Linked 
Securities listed on the Exchange.
Implementation Date
    The Exchange proposes to implement these amendments to its fees on 
May 3, 2019.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with the requirements of the Act and the rules and regulations 
thereunder that are applicable to a national securities exchange, and, 
in particular, with the requirements of Section 6 of the Act.\16\ 
Specifically, the Exchange believes that the proposed rule change is 
consistent with Section 6(b)(4) and 6(b)(5) of the Act,\17\ in that it 
provides for the equitable allocation of reasonable dues, fees and 
other charges among issuers and it does not unfairly discriminate 
between customers, issuers, brokers or dealers.
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    \16\ 15 U.S.C. 78f.
    \17\ 15 U.S.C. 78f(b)(4) and (5).
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Generically-Listed ETPs--Linked Securities
    The Exchange believes that the proposed amendment to Rule 
14.13(b)(1)(C) to include Linked Securities in the definition of 
Generically-Listed ETPs and, thus eliminate the entry fee for Linked 
Securities that are listed on the Exchange pursuant to Rule 19b-4(e) 
under the Act and for which a proposed rule change pursuant to Section 
19(b) of the Act is not required to be filed with the Commission is a 
reasonable, fair and equitable, and not unfairly discriminatory 
allocation of fees and other charges because it would apply equally for 
all issuers and all Linked Securities. The Exchange believes that 
eliminating the entry fee for Linked Securities that are Generically-
Listed ETPs is reasonable given that the resources necessary for 
bringing such listings to market are generally consistent with those 
ETPs currently included in the definition of Generically-Listed ETPs. 
Further, the Exchange believes that it is reasonable, fair and 
equitable, and not unfairly discriminatory to distinguish between 
Linked Securities that are Generically-Listed ETPs and those Linked 
Securities that are not Generically-Listed ETPs because of the 
additional resources required by the Exchange in connection with ETPs 
requiring a proposed rule change pursuant to Section 19(b), 
specifically the significant additional time and extensive legal and 
business resources required by Exchange staff to prepare and review 
such filings and to communicate with issuers and the Commission 
regarding such filings. Further, the Exchange notes that this proposal 
is not proposing to make any changes to entry fees for Linked 
Securities that are not Generically-Listed ETPs. As noted above, Arca 
similarly does not charge an entry fee for Linked Securities that are 
listed pursuant to Rule 19b-4(e) under the Act and for which a proposed 
rule change pursuant to Section of the Act is not required to be filed 
with the Commission.\18\
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    \18\ See Arca Listing Fee Schedule for Structured Products, 
available: https://www.nyse.com/publicdocs/nyse/markets/nyse-arca/NYSE_Arca_Listing_Fee_Schedule.pdf.
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Transfer Listings
    The Exchange believes that it is a reasonable, fair and equitable, 
and not unfairly discriminatory allocation of fees and other charges to 
eliminate entry fees, eliminate an annual fee for the remainder of the 
calendar year following the date of listing on the Exchange, and offer 
lower annual listing fees for Transfer Listings because such changes 
will incentivize issuers to transfer ETPs to the Exchange, which will 
create a more competitive

[[Page 23609]]

landscape for ETP listing venues, to the benefit of all issuers, ETPs, 
and investors in ETPs. More specifically, the Exchange believes that it 
is a reasonable, fair and equitable, and not unfairly discriminatory 
allocation of fees and other charges to eliminate entry fees for 
Transfer Listings because Transfer Listings that would otherwise be 
subject to entry fees on the Exchange: (i) Generally require fewer 
Exchange resources to list on the Exchange than new ETP listings that 
are subject to an entry fee on the Exchange; and (ii) have generally 
already paid an entry fee on another listing venue and having to pay 
such fee again would be a strong disincentive to transferring the ETP 
to the Exchange.
    Similarly, the Exchange believes that it is a reasonable, fair and 
equitable, and not unfairly discriminatory allocation of fees and other 
charges to not charge an annual fee for the remainder of the calendar 
year after transferring to the Exchange because such Transfer Listing 
would have already paid an annual listing fee to the national 
securities exchange that they are currently listed on and requiring 
payment of an annual fee would essentially be double-charging an annual 
fee and would act as a strong disincentive for transferring the listing 
to the Exchange.\19\
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    \19\ As noted above, the waiver of the annual fee is 
substantively identical to fees currently implemented on Arca. See 
Arca Listing Fee Schedule, Waiver of Annual Fee for Transfer 
Listings, available: https://www.nyse.com/publicdocs/nyse/markets/nyse-arca/NYSE_Arca_Listing_Fee_Schedule.pdf.
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    The Exchange also believes that the proposed change to charge a 
$4,000 annual fee to Transfer Listings is not unfairly discriminatory 
because it will: (i) Incentivize ETPs to transfer their listing to the 
Exchange; (ii) provide Transfer Listings with certainty related to 
annual fees on the Exchange; (iii) create a small distinction in 
pricing that will enhance competition among ETP listing venues to the 
benefit of all ETPs, issuers, and investors; (iv) is generally in line 
with additional reduced fees available to ETPs currently listed on the 
Exchange; and (v) is available to all issuers and ETPs that transfer 
ETP listings to the Exchange.
    The Exchange notes that the rationale behind this proposed change 
is very similar to that of the Legacy Listing fees. Specifically, the 
Legacy Listing fees were designed to incentivize transfers to the 
Exchange in advance of the implementation of ETP listing fees on the 
Exchange on January 1, 2019, and to provide long-term certainty around 
annual fees for all ETPs listed on the Exchange. Similarly, the 
Exchange is proposing to make this change in order to incentivize ETP 
transfers to the Exchange, but also to provide such Transfer Listings 
with long-term certainty related to annual fees. While the Legacy 
Listings pricing applies equally to all issuers (whether transferred or 
originally listed on the Exchange) and the proposed annual fees for 
Transfer Listings would not apply to ETPs already listed on the 
Exchange, the Exchange believes that such a distinction is justified 
based on the overall enhancement to competition among market 
participants that results from such pricing. Further, the Exchange does 
not believe that this proposed change represents a significant 
departure from previous pricing offered by the Exchange or pricing 
offered by the Exchange's competitors and notes that the Exchange's 
annual fees for ETP listing generally remain lower than other national 
securities exchanges. Further, the Exchange is not proposing to raise 
the annual fee for any ETPs listed on the Exchange and, as such, there 
is no negative impact to ETPs listed on the Exchange (either currently 
or in the future) that are not Transfer ETPs. The Exchange also notes 
that issuers and ETPs may opt to disfavor the Exchange's pricing if 
they believe that alternatives offer them a better value.
    The Exchange further notes that this proposed change is also 
similar to listing fees implemented by Investors Exchange, LLC 
(``IEX'') in 2017.\20\ Specifically, IEX offered credits of at least 
$250,000 to be paid out over up to five years to corporate issuers that 
announced a transfer of their listing to IEX within 120 days of the 
first listing on IEX. Similar to what the Exchange is proposing, such 
credits were not applicable to a new listing that was not a transfer. 
The Exchange believes that the policy issues and arguments underlying 
the IEX Transfer Incentive Filing are nearly identical to those 
applicable to this proposed change, with the exception of the scope of 
payments applicable under this proposed change. Assuming the greatest 
possible annual fee savings, it would take a Transfer Listing 83-plus 
years to receive the same economic benefit as was proposed as a minimum 
on an annual basis (sic) under the IEX Transfer Incentive Filing.\21\
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    \20\ See Securities Exchange Act Release No. 81725 (September 
26, 2017), 82 FR 45917 (October 2, 2017) (SR-IEX-2017-30) (the ``IEX 
Transfer Incentive Filing'').
    \21\ The greatest annual fee for an ETP listed on the Exchange 
is $7,000 (applicable only to those ETPs that have fewer than 10,000 
shares traded per day), compared to the proposed $4,000 annual fee 
for Transfer Listings would make a difference of $3,000 annually. 
$250,000/$3,000 = 83.33.
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    The Exchange further believes that the proposed change to charge a 
$4,000 annual fee to Transfer Listings is a reasonable, fair and 
equitable, and not unfairly discriminatory allocation of fees and other 
charges because it represents a relatively small difference in annual 
fees while working to promote transfers and enhance competition among 
ETP listing venues. While ETPs that are currently listed on the 
Exchange would be subject to the Exchange's standard annual listing fee 
schedule, such fee schedule provides New Listings with reduced pricing 
($4,500 annual listing fee prorated based on number of trading days 
remaining in the year, as described above), as well as more established 
ETPs with reduced annual fees as the trading volume in the product 
increases. The Exchange further eliminates the annual fee entirely for 
all Auction Fee Listings as well. As such, the Exchange believes that 
the benefit to the broader marketplace that comes from increased 
competition among ETP listing venues significantly outweighs any 
concerns related to discrimination in fees because of the several 
additional ways that ETPs can achieve reduced annual fees combined with 
the relatively insubstantial difference in pricing for existing 
listings as compared to Transfer Listings.
Linked Securities--Annual Fees
    The Exchange believes that the proposed amendment to delete Rule 
14.13(b)(2)(C)(v) and to amend Rule 14.13(b)(2)(C)(iv) such that the 
standard annual listing fees would be applicable to Linked Securities 
is a reasonable, fair and equitable, and not unfairly discriminatory 
allocation of fees and other charges because it would create a 
consistent application of fees and other charges applicable to all 
issuers and ETPs listed on the Exchange. Further, such fees generally 
reflect the additional revenue that an ETP listed on the Exchange 
creates for the Exchange through executions occurring in the auctions 
and additional shares executed on the Exchange. Listing exchanges 
generally receive an outsized portion of intraday trading activity and 
receive all auction volume for ETPs listed on the exchange. The higher 
the CADV for an ETP, the greater the likely income the Exchange will 
receive based on outsized intraday trading activity and auction volume 
for such ETP. As such, the Exchange offers lower annual listing fees 
for ETPs listed on the Exchange as their CADV increases. This structure 
is designed to reward the issuer of an ETP

[[Page 23610]]

for such additional revenue brought to the Exchange as CADV increases, 
which the Exchange believes creates a more equitable and appropriate 
fee structure for issuers based on the revenue and expenses associated 
with listing ETPs on the Exchange. Finally, the Exchange notes that 
such change will simplify the Exchange's ETP fee schedule by having a 
single set of fees based on CADV apply to all types of ETPs listed on 
the Exchange.

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 not necessary or appropriate in 
furtherance of the purposes of the Act. With respect to the proposed 
elimination of entry fees for Linked Securities that qualify as 
Generically-Listed ETPs, the Exchange does not believe that the changes 
burden competition, but instead, enhance competition by reducing the 
cost associated with bringing Linked Securities to market and bringing 
such cost more in line with the cost of resources associated with 
bringing such a listing to market for the Exchange. With respect to the 
reduction of fees associated with Transfer Listings, the Exchange 
believes that such proposed changes will directly enhance competition 
among ETP listing venues by reducing the costs associated with 
transferring listings between such venues. Similarly, the Exchange 
believes that reducing standard annual fees for Linked Securities to 
bring them in line with all other ETP types on the Exchange will 
enhance competition both among listing venues of Linked Securities and 
among issuers and issuances of Linked Securities through an overall 
reduction of annual fees for listing such products. As such, the 
proposal is a competitive proposal designed to enhance pricing 
competition among listing venues and implement pricing for listings 
that better reflects the revenue and expenses associated with listing 
ETPs on the Exchange.
    The Exchange does not believe the proposed amendments would burden 
intramarket competition as they would be available to all issuers 
uniformly.

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

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

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:

Electronic Comments

     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-2019-042 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-2019-042. This 
file number should be included on the subject line if email is used. To 
help the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's internet website (http://www.sec.gov/rules/sro.shtml). 
Copies of the submission, all subsequent amendments, all written 
statements with respect to the proposed rule change that are filed with 
the Commission, and all written communications relating to the proposed 
rule change between the Commission and any person, other than those 
that may be withheld from the public in accordance with the provisions 
of 5 U.S.C. 552, will be available for website viewing and printing in 
the Commission's Public Reference Room, 100 F Street NE, Washington, DC 
20549, on official business days between the hours of 10:00 a.m. and 
3:00 p.m. Copies of the filing also will be available for inspection 
and copying at the principal office of the Exchange. All comments 
received will be posted without change. Persons submitting comments are 
cautioned that we do not redact or edit personal identifying 
information from comment submissions. You should submit only 
information that you wish to make available publicly. All submissions 
should refer to File Number SR-CboeBZX-2019-042 and should be submitted 
on or before June 12, 2019.

    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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Eduardo A. Aleman,
Deputy Secretary.
[FR Doc. 2019-10645 Filed 5-21-19; 8:45 am]
 BILLING CODE 8011-01-P


