[Federal Register Volume 85, Number 48 (Wednesday, March 11, 2020)]
[Notices]
[Pages 14265-14269]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2020-04905]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-88327; File No. SR-CboeEDGA-2020-007]


Self-Regulatory Organizations; Cboe EDGA Exchange, Inc.; Notice 
of Filing and Immediate Effectiveness of a Proposed Rule Change To 
Amend the Fee Schedule Applicable to Members and Non-Members of the 
Exchange Pursuant to EDGA Rules 15.1(a) and (c)

March 5, 2020.
    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 March 2, 2020, Cboe EDGA Exchange, Inc. (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 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 EDGA Exchange, Inc. (the ``Exchange'' or ``EDGA'') is filing 
with the Securities and Exchange Commission (``Commission'') a proposed 
rule change to amend the fee schedule applicable to Members and non-
Members of the Exchange pursuant to EDGA Rules 15.1(a) and (c). 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/edga/), 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 in connection with 
its Add/Remove Volume Tiers, effective March 2, 2020.
    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 13 registered equities exchanges, as well as a 
number of alternative trading systems and other off-exchange venues 
that do not have similar self-regulatory responsibilities under the 
Exchange Act, to which market participants may direct their order flow. 
Based on publicly available information,\3\ no single registered 
equities exchange has more than 17% of the market share. Thus, in such 
a low-concentrated and highly competitive market, no single equities 
exchange possesses significant pricing power in the execution of order 
flow. The Exchange in particular operates a ``Taker-Maker'' model 
whereby it pays credits to members that remove liquidity and assesses 
fees to those that add liquidity. The Exchange's fee schedule sets 
forth the standard rebates and rates applied per share for orders that 
provide and remove liquidity, respectively. Particularly, for 
securities at or above $1.00, the Exchange provides a standard rebate 
of $0.0018 per share for orders that remove liquidity and assesses a 
fee of $0.0030 per share for orders that add liquidity. The Exchange 
believes that the ever-shifting market share among the

[[Page 14266]]

exchanges from month to month demonstrates that market participants can 
shift order flow, or discontinue or 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.
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    \3\ See Cboe Global Markets, U.S. Equities Market Volume 
Summary, Month-to-Date (February 25, 2020), available at https://markets.cboe.com/us/equities/market_statistics/.
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    In response to the competitive environment described above, the 
Exchange offers tiered pricing which provides Members opportunities to 
qualify for higher rebates or reduced fees where certain volume 
criteria and thresholds are met. Tiered pricing provides incremental 
incentives for Members to strive for higher or different tier levels by 
offering increasingly higher discounts or enhanced benefits for 
satisfying increasingly more stringent criteria or different criteria. 
The Exchange currently provides for such tiers pursuant to footnote 7 
of the fee schedule, which specifically offers Add/Remove Volume Tiers. 
To illustrate, Add Volume Tier 1 provides Members an opportunity to 
receive a reduced fee of $0.0026 for their liquidity adding orders that 
yield fee codes ``3'',\4\ ``4'',\5\ ``B'',\6\ ``V'',\7\ and ``Y'' \8\ 
where that Member has an ADAV \9\ of greater than or equal to 0.10% of 
the TCV \10\. Likewise, Remove Volume Tier 1 provides Members an 
opportunity to receive an enhanced rebate for their liquidity removing 
orders that yield fee codes ``N'',\11\ ``W'',\12\ ``6'',\13\ and ``BB'' 
\14\ where that Member adds or removes an ADV \15\ of greater than or 
equal to 0.05% of the TCV. The Exchanges proposes to add adopt an 
additional Add Volume Tier and an additional Remove Volume Tier under 
footnote 7.
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    \4\ Appended to orders that add liquidity to EDGA, pre and post 
market (Tapes A or C).
    \5\ Appended to orders that add liquidity to EDGA, pre and post 
market (Tape B).
    \6\ Appended to orders that add liquidity to EDGA (Tape B).
    \7\ Appended to orders that add liquidity to EDGA (Tape A).
    \8\ Appended to orders that add liquidity to EDGA, (Tape C).
    \9\ ADAV means average daily volume calculated as the number of 
shares added per day. ADAV is calculated on a monthly basis.
    \10\ TCV means total consolidated volume calculated as the 
volume reported by all exchanges and trade reporting facilities to a 
consolidated transaction reporting plan for the month for which the 
fees apply.
    \11\ Appended to orders that remove liquidity from EDGA (Tape 
C).
    \12\ Appended to orders that remove liquidity from EDGA (Tape 
A).
    \13\ Appended to orders that remove liquidity from EDGA, pre and 
post market (All Tapes).
    \14\ Appended to orders that remove liquidity from EDGA (Tape 
B).
    \15\ADV means daily volume calculated as the number of shares 
added to, removed from, or routed by, the exchange, or any 
combination or subset thereof, per day. ADV is calculated on a 
monthly basis.
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    First, the Exchange proposes to adopt Add Volume Tier 3, which 
would provide a Member with an opportunity to receive a reduced fee of 
$0.0016 for qualifying, liquidity adding orders (i.e., yielding fee 
code 3, 4, B, V, or Y) where a Member adds or removes an ADV of greater 
than or equal to 0.65% of the TCV. Second, the Exchange proposes to 
adopt Remove Volume Tier 3, which would provide a Member with an 
opportunity to receive an enhanced rebate of $0.0028 for qualifying, 
liquidity removing orders (i.e., yielding fee code N, W, 6, or BB) 
where a Member adds or removes an ADV of greater than or equal to 0.65% 
of the TCV. The proposed criteria in both tiers are designed to 
incentivize Members to increase their overall order flow, both adding 
and removing orders, in order to receive a reduced fee on their 
liquidity adding orders as well as an enhanced rebate on their 
liquidity removing orders. The proposed tiers provide both liquidity 
providing Members and liquidity executing Members additional 
opportunities to receive a reduced fee and an enhanced rebate. Thus, it 
provides liquidity adding Members on the Exchange a further incentive 
to contribute to a deeper, more liquid market, and liquidity executing 
Members on the Exchange a further incentive to increase transactions 
and take execution opportunities provided by such increased liquidity. 
The Exchange believes that this, in turn, benefits all Members by 
contributing towards a robust and well-balanced market ecosystem. The 
Exchange notes the proposed tiers are available to all Members and are 
competitively achievable for all Members that submit add and/or remove 
order flow, in that, all firms that submit the requisite order flow 
could compete to meet the tiers.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with the objectives of Section 6 of the Act,\16\ in general, and 
furthers the objectives of Section 6(b)(4),\17\ in particular, as it is 
designed to provide for the equitable allocation of reasonable dues, 
fees and other charges among its Members and issuers and other persons 
using its facilities. The Exchange also believes that the proposed rule 
change is consistent with the objectives of Section 6(b)(5) \18\ 
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, and, particularly, is not 
designed to permit unfair discrimination between customers, issuers, 
brokers, or dealers.
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    \16\ 15 U.S.C. 78f.
    \17\ 15 U.S.C. 78f(b)(4).
    \18\ 15 U.S.C. 78f(b)(5).
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    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 
Members.
    In particular, the Exchange believes that both proposed Add Volume 
Tier 3 and Remove Volume Tier 3 are reasonable because they each 
provide an additional opportunity for Members to receive either a 
discounted rate or an enhanced rebate by means of liquidity adding and/
or removing orders. The Exchange notes that relative volume-based 
incentives and discounts have been widely adopted by exchanges,\19\ 
including the Exchange,\20\ and are reasonable, equitable and non-
discriminatory because they are open to all members 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 highly competitive market. The Exchange 
is only one of several equity venues to which market participants may 
direct

[[Page 14267]]

their order flow, and it represents a small percentage of the overall 
market. It is also only one of several taker-maker exchanges. Competing 
equity exchanges offer similar tiered pricing structures to that of the 
Exchange, including schedules of rebates and fees that apply based upon 
members achieving certain volume and/or growth thresholds. These 
competing pricing schedules, moreover, are presently comparable to 
those that the Exchange provides, including the pricing of comparable 
criteria and fees and rebates.\21\
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    \19\ See e.g., the Nasdaq Stock Market LLC Rules, Equity 7, Sec. 
118(a)(1); and the Nasdaq BX, Inc. Rules, Equity 7 Pricing Schedule, 
Sec. 118(a), both of which generally provide credits to members for 
adding and/or removing liquidity that reaches certain thresholds of 
Consolidated Volume; see also Cboe BYX U.S. Equities Exchange Fee 
Schedule, Footnote 1, Add/Remove Volume Tiers, which provides 
similar incentives for liquidity adding and removing orders.
    \20\ See generally, Cboe EDGA U.S. Equities Exchange Fee 
Schedule, Footnote 7, Add/Remove Volume Tiers.
    \21\ See supra note 19. Nasdaq offers credits between $0.0025 
and $0.0029 and BX offers between $0.0014 and $0.0029 per share for 
liquidity removing orders depending on different Consolidated 
Volume-based criteria achieved, which are substantially similar to 
the rebate rate which the Exchange proposes for liquidity removing 
orders. BX charges between $0.0024 and $0.0028 per share between for 
liquidity adding orders for certain Consolidated Volume-based 
criteria achieved, which is substantially similar to the reduced fee 
rate which the Exchange proposes for liquidity adding orders.
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    Specifically, the Exchange believes the proposed tier criteria 
under Add Volume Tier 3 and Remove Volume Tier 3, that is, an ADV 
threshold component as a percentage of TCV for, is a reasonable means 
to further incentivize Members to increase their overall order flow to 
the Exchange by encouraging those Members to strive for the different, 
incrementally more difficult tier criteria under the proposed tiers to 
receive a reduced rate and/or enhanced rebate. As such, adopting 
criteria based on a Member's adding and removing orders will encourage 
liquidity providing Members to provide for a deeper, more liquid 
market, and Members executing on the Exchange to increase transactions 
and take such execution opportunities provided by increased liquidity. 
The Exchange believes that an increase in overall order flow as a 
result of the proposed tiers would benefit all investors by deepening 
the Exchange's liquidity pool, providing greater execution incentives 
and opportunities, offering additional flexibility for all investors to 
enjoy cost savings, supporting the quality of price discovery, 
promoting market transparency and improving investor protection.
    In line with the relative difficulty of the proposed criteria for 
Add Volume Tier 3 and Remove Volume Tier 3, the Exchange believes that 
providing a greater reduced fee and an additional enhanced rebate, 
respectively, is reasonable as they are commensurate with the proposed 
criteria, that is, they reasonably reflect the scaled difficulty (Add 
Volume Tier 3) or different, yet comparable criteria (Remove Volume 
Tier 3) from achieving respective Tiers 1 and 2 to achieving the 
proposed ADV threshold as a percentage TCV in the respective proposed 
tiers. Also, the proposed fee and rebate corresponding to the proposed 
criteria do not represent a significant departure from the fees and 
rebates current offered, or criteria required, under the Exchange's 
existing tiers. For example, the discounted fees assessed under the 
existing Add Volume Tiers, for which a Member must have an daily volume 
add (ADAV) of 0.10% or greater than the TCV (Add Volume Tier 1) or a 
daily volume add (ADAV) of 0.45% or greater than the TCV (Add Volume 
Tier 2), is $0.0026 per share and $0.0022 per share, respectively. The 
Exchange believes that, as proposed, the percentage of TCV that a 
Member's add or remove ADV must meet is a meaningful increase over the 
percentage of TCV that other threshold components must meet in Add 
Volume Tiers 1 and 2. Therefore the proposed criteria is incrementally 
more difficult to achieve and, thus, commensurate with a greater 
reduced fee. Similarly, the enhanced rebates under the existing Remove 
Volume Tiers, for which a Member must have an add or remove ADV of 
0.05% of the TCV (Tier 1), is $0.0022, or a remove ADV of greater than 
or equal to 0.10% of the TCV plus a Step-Up Remove TCV from October 
2019 of greater than or equal to 0.05% (Tier 2), is $0.0028. The 
Exchange believes that, as proposed, the percentage of TCV that a 
Member's add or remove ADV must meet is a meaningful increase over the 
percentage of TCV that other threshold components must meet in 
respective Tiers 1 and 2, however, Tier 2 also provides for two-pronged 
criteria that a Member must achieve to receive the corresponding 
enhanced rebate. Therefore the Exchange believes that the proposed 
criteria in Tier 3 is similar in difficulty to achieve from Tier 2 and, 
thus, commensurate with the same enhanced rebate. Also, as stated, the 
proposed reduced fee offered for liquidity adding orders and enhanced 
rebate offered for liquidity removing orders is in line with fees and 
rebates for liquidity adding or removing orders in place on other 
equities exchanges.\22\
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    \22\ See supra note 21.
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    The Exchange believes that the proposal represents an equitable 
allocation of rebates and is not unfairly discriminatory because all 
Members are eligible for the proposed Add and Remove Volume tiers, and 
would have the opportunity to meet the tiers' criteria and would 
receive the proposed fee and/or rebate if such criteria is met. Without 
having a view of activity on other markets and off-exchange venues, the 
Exchange has no way of knowing whether this proposed rule change would 
definitely result in any Members qualifying for the new Add or Remove 
Volume tiers. While the Exchange has no way of predicting with 
certainty how the proposed tiers will impact Member activity, the 
Exchange anticipates that at least four Members will be able to compete 
for and reach each of the proposed tiers. The Exchange anticipates that 
the tiers will include various Member types, including liquidity 
providers (e.g. wholesale firms that mainly make markets for retail 
orders), broker-dealers (e.g. bulge bracket firms that conduct trading 
on behalf of customers), and proprietary firms, each providing distinct 
types of order flow to the Exchange to the benefit of all market 
participants. For example, broker-dealer customer order flow provides 
more trading opportunities, which attracts Market Makers. Increased 
Market Maker activity facilitates tighter spreads which potentially 
increases order flow from other market participants. The Exchange also 
notes that the proposed tiers will not adversely impact any Member's 
pricing or their ability to qualify for other reduced fee or enhanced 
rebate tiers. Rather, should a Member not meet the proposed criteria 
under the respective tiers, the Member will merely not receive that 
reduced fee/enhanced rebate. Furthermore, the proposed reduced fee and 
enhanced rebate would uniformly apply to all Members that meet the 
required criteria under the respective proposed tiers.

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 intramarket or intermarket competition that is not 
necessary or appropriate in furtherance of the purposes of the Act. 
Rather, as discussed above, the Exchange believes that the proposed 
change would encourage the submission of additional order flow to a 
public exchange, thereby promoting market depth, execution incentives 
and enhanced execution opportunities, as well as price discovery and 
transparency 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

[[Page 14268]]

individual stocks for all types of orders, large and small.'' \23\
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    \23\ Securities Exchange Act Release No. 51808, 70 FR 37495, 
37498-99 (June 29, 2005) (S7-10-04) (Final Rule).
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    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 proposed 
change applies to all Members equally in that all Members are eligible 
for the proposed tiers, have a reasonable opportunity to meet the 
tiers' criteria and will all receive the proposed fee and/or rebate if 
such criteria is met. Additionally the proposed tier changes are 
designed to attract additional order flow to the Exchange. The Exchange 
believes that the additional tier criteria would incentivize market 
participants to direct liquidity and executing order flow to the 
Exchange, bringing with it improved price transparency. Greater overall 
order flow and pricing transparency benefits all market participants on 
the Exchange by providing more trading opportunities, enhancing market 
quality, and continuing to encourage Members to send orders, thereby 
contributing towards a robust and well-balanced market ecosystem, which 
benefits all market participants.
    Next, the Exchange 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 that they may participate on 
and direct their order flow, including 12 other equities exchanges and 
off-exchange venues and alternative trading systems. Additionally, the 
Exchange represents a small percentage of the overall market. Based on 
publicly available information, no single equities exchange has more 
than 17% of the market share.\24\ Therefore, no exchange possesses 
significant pricing power in the execution of order flow. Indeed, 
participants can readily choose to send their orders to other exchange 
and 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.'' \25\ 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'. . . .''. \26\ 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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    \24\ See supra note 3.
    \25\ See Securities Exchange Act Release No. 51808 (June 9, 
2005), 70 FR 37496, 37499 (June 29, 2005).
    \26\ 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 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 is effective upon filing pursuant to 
Section 19(b)(3)(A) \27\ of the Act and subparagraph (f)(2) of Rule 
19b-4 \28\ thereunder, because it establishes a due, fee, or other 
charge imposed by the Exchange.
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    \27\ 15 U.S.C. 78s(b)(3)(A).
    \28\ 17 CFR 240.19b-4(f)(2).
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    At any time within 60 days of the filing of such 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 shall institute proceedings under 
Section 19(b)(2)(B) \29\ of the Act to determine whether the proposed 
rule change should be approved or disapproved.
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    \29\ 15 U.S.C. 78s(b)(2)(B).
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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 No. SR-CboeEDGA-2020-007 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 No. SR-CboeEDGA-2020-007. 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 No.

[[Page 14269]]

SR-CboeEDGA-2020-007, and should be submitted on or before April 1, 
2020.
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    \30\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\30\
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020-04905 Filed 3-10-20; 8:45 am]
 BILLING CODE 8011-01-P


