[Federal Register Volume 85, Number 238 (Thursday, December 10, 2020)]
[Notices]
[Pages 79548-79552]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2020-27088]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-90569; File No. SR-CboeBZX-2020-088]


Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of 
Filing and Immediate Effectiveness of Proposed Rule Change To Amend Its 
Fee Schedule To Update the Add Volume Tiers, To Eliminate the Remove 
Volume Tier, and To Eliminate Unused Fee Codes

December 4, 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 December 2, 2020, 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

    Cboe BZX Exchange, Inc. (the ``Exchange'' or ``BZX'') is filing 
with the Securities and Exchange Commission (``Commission'') a proposed 
rule change to amend the fee schedule. The text of

[[Page 79549]]

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 applicable to its 
equities trading platform (``BZX Equities'') to: (1) Update the Add 
Volume Tiers, (2) eliminate the Remove Volume Tier, and (3) eliminate 
unused fee codes.\3\
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    \3\ The Exchange initially filed the proposed fee changes on 
December 1, 2020 (SR-CboeBZX-2020-087). On December 2, 2020, the 
Exchange withdrew that filing and submitted this proposal.
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    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 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,\4\ no single registered 
equities exchange has more than 16% 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 ``Maker-Taker'' model 
whereby it pays credits to members that provide liquidity and assesses 
fees to those that remove liquidity. The Exchange's fee schedule sets 
forth the standard rebates and rates applied per share for orders that 
provide and remove liquidity, respectively. Currently, for orders 
priced at or above $1.00, the Exchange provides a standard rebate of 
$0.0020 per share for orders that add liquidity and assesses a fee of 
$0.0030 per share for orders that remove liquidity and orders that are 
routed. For orders priced below $1.00, the Exchange provides a standard 
rebate of $0.0009 per share for orders that add liquidity and assesses 
a fee of 0.30% of total dollar value for orders that remove liquidity 
and for orders that are routed. Additionally, in response to the 
competitive environment, the Exchange also 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 an incremental incentive for Members to strive for 
higher tier levels, which provides increasingly higher benefits or 
discounts for satisfying increasingly more stringent criteria.
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    \4\ See Cboe Global Markets, U.S. Equities Market Volume 
Summary, Month-to-Date (November 27, 2020), available at https://markets.cboe.com/us/equities/market_statistics/.
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Proposed Updates to the Add Volume Tiers
    The Exchange currently offers six Add Volume Tiers under footnote 1 
of the Fee Schedule. The Add Volume Tiers provide Members with 
opportunities to receive incrementally increasing enhanced rebates for 
their liquidity adding orders that yield fee codes ``B'' \5\, ``V'' 
\6\, and ``Y'' \7\, upon reaching incrementally more difficult criteria 
under each tier. The Exchange proposes to amend Tier 1 and remove Tier 
3 (and renumber the remaining tiers accordingly).
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    \5\ Appended to displayed orders that adds liquidity to BZX 
(Tape B) and is assessed a standard rebate of $0.0025.
    \6\ Appended to displayed orders that adds liquidity to BZX 
(Tape A) and is assessed a standard rebate of $0.0025.
    \7\ Appended to displayed orders that adds liquidity to BZX 
(Tape C) and is assessed a standard rebate of $0.0025.
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    Particularly Tier 1 offers an enhanced rebate of $0.0025 for 
qualifying orders (i.e., yielding fee codes B, V or Y) where a Member 
has an ADAV \8\ greater or equal to 1,000,000. The Exchange proposes to 
increase the ADAV requirement to 3,000,000. The Exchange notes Tier 1, 
as modified, continues to be available to all Members and provide 
Members an opportunity to receive an enhanced rebate, albeit using a 
more stringent criteria. Moreover, the proposed change is designed to 
encourage Members to increase order flow on the Exchange in order to 
receive the corresponding rebate, which further contributes to a 
deeper, more liquid market and provides even more execution 
opportunities for active market participants at improved prices.
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    \8\ ``ADAV'' means average daily added volume calculated as the 
number of shares added per day. ADAV is calculated on a monthly 
basis.
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    Tier 3 offers an enhanced rebate of $0.0028 for qualifying orders 
where a Member has an ADAV as a percentage of TCV greater than or equal 
to 0.20%. The Exchange proposes to eliminate the 3 Tier as it no longer 
wishes to, nor is it required to, maintain such tier. More 
specifically, the proposed rule change removes this tier as the 
Exchange would rather redirect resources and funding into other 
programs and tiers intended to incentivize increased order flow.
Remove Volume Tier
    The Exchange also proposes to eliminate Remove Volume Tier, which 
offers a reduced fee of $0.0029 for orders in securities at or above 
$1.00 and 0.28% of total dollar value for orders in securities below 
$1.00 yielding fee code ``N'', ``W'' and ``BB'' where a Member has an 
ADAV greater than or equal to 0.20% TCV with displayed orders that 
yield fee codes B, V or Y. The Exchange proposes to eliminate the 
Remove Volume Tier as it no longer wishes to, nor is it required to, 
maintain such tier. More specifically, the proposed rule change removes 
this tier as the Exchange would rather redirect resources and funding 
into other programs and tiers intended to incentivize increased order 
flow.
Elimination of Certain Routing Fee Codes
    The Exchange assesses fees in connection with orders routed away to 
various exchanges. The Exchange proposes to eliminate several routing-
related fee codes that have been unused for several years. 
Particularly, the Exchange proposes to eliminate the following fee 
codes:
     Fee Code 9, which is appended to orders routed to NYSE 
Arca and adds liquidity (Tapes A or C) and provides a rebate of 
$0.00210 per share for securities priced at or above $1.00 and are free 
for securities priced below $1.00;
     Fee Code NB, which is appended to orders routed to any 
exchange not covered by Fee Code NA and adds non-displayed liquidity 
and assesses a fee of $0.00300 per share for securities priced at or 
above $1.00 and a fee of 0.30% of dollar value for securities priced 
below $1.00;

[[Page 79550]]

     Fee Code R, which is appended to orders re-routed by NYSE 
and assesses a fee of 0.00300 per share;
     Fee Code RA, which is appended to orders re-routed to EDGA 
and adds liquidity and assess a fee of 0.00300 per share for securities 
priced at or above $1.00 and are free for securities priced below 
$1.00; and
     Fee Code RB, which is appended to orders routed to BX and 
adds liquidity and assess a fee of 0.00200 per share for securities 
priced at or above $1.00 and are free for securities priced below 
$1.00.
    As noted, above the Exchange has observed no volume in recent years 
in orders yielding fee codes 9, NB, R, RA and RB. The Exchange believes 
that because no Members elect to route their orders that yield these 
fee codes, the current demand (or lack thereof) does not warrant the 
infrastructure and ongoing Systems maintenance required to support 
separate fee codes specifically applicable to these types of 
transactions. Therefore, the Exchange now proposes to delete fee codes 
9, NB, R, RA and RB in the Fee Schedule. The Exchange notes that 
Members will continue to be able to choose to route their orders to any 
exchange covered by these fee codes and such orders will be 
automatically and uniformly assessed the current fees (or rebates) in 
place for routed orders, as applicable (e.g., the standard fees applied 
to routed orders, which yields fee code X).
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with the objectives of Section 6 of the Act,\9\ in general, and 
furthers the objectives of Section 6(b)(4),\10\ in particular, as it is 
designed to provide for the equitable allocation of reasonable dues, 
fees and other charges among its Members, issuers and other persons 
using its facilities. 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 changes 
reflect 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. The Exchange notes that relative volume-based incentives and 
discounts have been widely adopted by exchanges, including the 
Exchange, 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 their order flow, and it 
represents a small percentage of the overall market. It is also only 
one of several maker-taker exchanges. Competing equity exchanges offer 
similar tiered pricing structures, including schedules of rebates and 
fees that apply based upon members achieving certain volume and/or 
growth thresholds, as well as assess similar fees or rebates for 
similar types of orders, to that of the Exchange. These competing 
pricing schedules, moreover, are presently comparable to those that the 
Exchange provides, including the pricing of comparable criteria and/or 
fees and rebates.
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    \9\ 15 U.S.C. 78f.
    \10\ 15 U.S.C. 78f(b)(4).
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    In particular, the Exchange believes the proposed changes to Tier 1 
is reasonable because Tier 1 as modified continues to be available to 
all Members and provides Members an opportunity to receive an enhanced 
rebate, albeit using more stringent criteria. The Exchange next notes 
that relative volume-based incentives and discounts have been widely 
adopted by exchanges, including the Exchange, 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. The Exchange is only one 
of several equity venues to which market participants may direct their 
order flow, and it represents a small percentage of the overall market. 
It is also only one of several maker-taker 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 thresholds.\11\ These competing 
pricing schedules, moreover, are presently comparable to those that the 
Exchange provides, including the pricing of comparable tiers.
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    \11\ See, e.g., Cboe EDGX Equities Fees Schedule, Footnote 1 
which provides various Add Volume Tiers.
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    The Exchange also notes that the enhanced rebate available under 
Tier 1 is not changing and further believes that the current enhanced 
rebate continues to be commensurate with the required criteria, even as 
amended. Furthermore, the Exchange believes the enhanced rebates under 
each Add Volume Tier continue to reasonably reflect the difficulty in 
achieving the corresponding criteria, even as amended.
    The Exchange believes the proposed change is also a reasonable 
means to incentivize Members to continue to provide liquidity adding, 
displayed volume, which will benefit all market participants by 
incentivizing continuous liquidity and thus, deeper more liquid markets 
as well as increased execution opportunities. This overall increase in 
activity deepens the Exchange's liquidity pool, offers additional cost 
savings, supports the quality of price discovery, promotes market 
transparency and improves market quality, for all investors.
    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 
proposed amended tier. The Exchange notes that most recently, eleven 
Members satisfied Tier 1. While the Exchange has no way of predicting 
with certainty how the proposed tier will impact Member activity, the 
Exchange anticipates that approximately three Members will be able to 
satisfy Tier 1 as amended. The Exchange also notes that the proposed 
amended tier will not adversely impact any Member's ability to qualify 
for other rebate tiers. Rather, should a Member not meet the criteria 
for Tier 1, as amended, the Member will merely not receive the 
corresponding proposed enhanced rebate. Furthermore, the proposed 
rebate would uniformly apply to all Members that meet the required 
criteria.
    The Exchange also believes the proposal to remove Add Volume Tier 3 
is reasonable because the Exchange is not required to maintain this 
tier and Members still have a number of other opportunities and a 
variety of ways to receive enhanced rebates for displayed adding 
liquidity orders, including via the existing add volume tiers. The 
Exchange believes the proposal to eliminate this tier is also equitable 
and not unfairly discriminatory because it applies to all Members 
(i.e., the tier won't be available for any Member). The Exchange notes 
that recently two

[[Page 79551]]

Members had satisfied the criteria of Add Volume Tier 3. The Exchange 
also notes that the proposed change does not preclude any Member, 
including the Members that were receiving the rebates under this tier, 
from achieving the remaining add volume tiers to qualify for the 
remaining enhanced rebates or other available enhanced rebates under 
other incentive tiers.\12\ Additionally, those Members are still 
entitled to a rebate for its displayed orders adding liquidity (i.e., 
the standard rebate), albeit a rebate that is lower than the amount 
under Add Volume Tier 3. The Exchange also notes that the proposed rule 
change to remove Add Volume Tier 3 merely results in Members not 
receiving the enhanced rebate, which as noted above, the Exchange is 
not required to offer or maintain.
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    \12\ See, e.g., Cboe BZX Equities Fee Schedule, Footnote 1, 
which provides various Add/Remove Volume Tiers applicable to fee 
codes B, V, and Y.
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    Similarly, the Exchange believes the proposal to eliminate the 
Remove Volume Tier is reasonable because the Exchange is not required 
to maintain this tier or provide Members an opportunity to receive 
reduced fees. The Exchange believes the proposal to eliminate this tier 
is also equitable and not unfairly discriminatory because it applies to 
all Members (i.e., the tier won't be available for any Member). The 
Exchange notes that recently seven Members had satisfied the criteria 
of Remove Volume Tier. The Exchange also notes that the proposed rule 
change to remove the Remove Volume Tier merely results in Members not 
receiving a reduced fee, which as noted above, the Exchange is not 
required to offer or maintain. Furthermore, the proposed rule change to 
eliminate both the Add Volume Tier 3 and the Remove Volume Tier enables 
the Exchange to redirect resources and funding into other programs and 
tiers intended to incentivize increased order flow.
    The Exchange also believes the proposed rule change to remove fee 
codes 9, NB, R, RA and RB is reasonable as the Exchange has observed no 
volume in orders yielding these fee codes and, therefore, the Exchange 
believes the proposed change will have a de minimis impact. 
Additionally, the Exchange believes that infrastructure and ongoing 
Systems maintenance required to support separate fee codes specifically 
applicable to these types of routed orders is not warranted or 
necessary in light of the fact that it has not received any recent 
volume yielding these fee codes. As noted above, to the extent volume 
for transactions currently covered by these fee codes ever increases, 
such orders will be automatically and uniformly assessed the current 
fees (or rebates) in place for routed orders, as applicable (e.g., the 
standard fees applied to routed orders, which yield fee code X). 
Finally, the Exchange believes that the proposed elimination of the fee 
codes is equitable and not unfairly discriminatory as it applies 
equally to all members that use the Exchange to route orders. If 
members do not favor the Exchange's pricing for routed orders, they can 
send their routable orders directly to away markets instead of using 
routing functionality provided by the Exchange. Routing through the 
Exchange is voluntary, and the Exchange operates in a competitive 
environment where market participants can readily direct order flow to 
competing venues or providers of routing services if they deem fee 
levels to be excessive.

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. Rather, as discussed above, 
the Exchange believes that the proposed change to Add Volume 1 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 individual stocks for all types of orders, large and 
small.'' \13\
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    \13\ 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 
changes apply to all Members equally in that all Members will continue 
to be eligible for Add Volume tier 1 and have a reasonable opportunity 
to meet the tier's criteria and will all receive the corresponding 
additional rebate if such criteria is met. Additionally, the proposed 
tier change is designed to attract additional order flow to the 
Exchange. The Exchange believes that the updated tier criteria would 
incentivize market participants to direct liquidity adding order flow 
to the Exchange, bringing with it additional execution opportunities 
for market participants and improved price transparency. Greater 
overall order flow, trading opportunities, and pricing transparency 
benefits all market participants on the Exchange by enhancing market 
quality and continuing to encourage Members to send orders, thereby 
contributing towards a robust and well-balanced market ecosystem. The 
Exchange does not believe the proposed rule change to eliminate Add 
Volume Tier 3, the Remove Volume Tier, and the unused routing fee codes 
will impose any burden on intramarket competition because it applies to 
all Members uniformly.
    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 15 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 16% of the market share. Therefore, no exchange possesses 
significant pricing power in the execution of order flow. Indeed, 
participants can readily choose to send their orders to other 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.'' \14\ 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

[[Page 79552]]

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'. . . .''.\15\ 
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 Securities Exchange Act Release No. 51808 (June 9, 
2005), 70 FR 37496, 37499 (June 29, 2005).
    \15\ NetCoalition v. SEC, 615 F.3d 525, 539 (DC 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 \16\ and paragraph (f) of Rule 19b-4 
thereunder.\17\ 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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    \16\ 15 U.S.C. 78s(b)(3)(A).
    \17\ 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-2020-088 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-2020-088. 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-2020-088 and should be submitted 
on or before December 31, 2020.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\18\
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    \18\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020-27088 Filed 12-9-20; 8:45 am]
BILLING CODE 8011-01-P


