Self-Regulatory Organizations; Cboe EDGX Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Introduce a Small Retail Broker Distribution Program, 43246-43250 [2019-17844]

Download as PDF 43246 Federal Register / Vol. 84, No. 161 / Tuesday, August 20, 2019 / Notices should be submitted on or before September 10, 2019. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.18 Jill M. Peterson, Assistant Secretary. [FR Doc. 2019–17848 Filed 8–19–19; 8:45 am] BILLING CODE 8011–01–P A. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change SECURITIES AND EXCHANGE COMMISSION [Release No. 34–86678; File No. SR– CboeEDGX–2019–048] 1. Purpose Self-Regulatory Organizations; Cboe EDGX Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Introduce a Small Retail Broker Distribution Program August 14, 2019. 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 August 1, 2019, Cboe EDGX Exchange, Inc. (‘‘Exchange’’ or ‘‘EDGX’’) 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. jbell on DSK3GLQ082PROD with NOTICES I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change Cboe EDGX Exchange, Inc. (‘‘EDGX’’ or the ‘‘Exchange’’) is filing with the Securities and Exchange Commission (the ‘‘Commission’’) a proposed rule change to introduce a Small Retail Broker Distribution Program. The text of the proposed changes to the fee schedule are enclosed [sic] as Exhibit 5. The text of the proposed rule change is also available on the Exchange’s website (https://markets.cboe.com/us/ options/regulation/rule_filings/edgx/), 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 18 17 CFR 200.30–3(a)(12). U.S.C. 78s(b)(1). 2 17 CFR 240.19b–4. 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. The purpose of the proposed rule change is to introduce a pricing program that would allow small retail brokers that purchase top of book market data from the Exchange to benefit from discounted fees for access to such market data. The Small Retail Broker Distribution Program (the ‘‘Program’’) would reduce the distribution and consolidation fees paid by small brokerdealers that operate a retail business. In turn, the Program may increase retail investor access to real-time U.S. equity quote and trade information, and allow the Exchange to better compete for this business with competitors that offer similar optional products. Current Fees Today, the Exchange offers two top of book data feeds that provide real-time U.S. equity quote and trade information to investors. First, the Exchange offers the EDGX Top Feed, which is an uncompressed data feed that offers top of book quotations and execution information based on equity orders entered into the System.3 The fee for external distribution of EDGX Top data is $1,500 per month, and external distributors are also liable for a fee of $4 per month for each Professional User, and $0.10 per month for each NonProfessional User. Second, the Exchange offers the Cboe One Summary Feed, which offers similar information based on equity orders submitted to the Exchange and its affiliated equities exchanges—i.e., Cboe EDGA Exchange, Inc., Cboe BZX Exchange, Inc., and Cboe BYX Exchange, Inc. Specifically, the Cboe One Summary Feed is a data feed that contains the aggregate best bid and offer of all displayed orders for securities traded on the Exchange and its affiliated exchanges. The Cboe One Summary Feed also contains the individual last sale information for the Exchange and each of its affiliated exchanges, and consolidated volume for all listed equity 1 15 VerDate Sep<11>2014 20:49 Aug 19, 2019 3 See Jkt 247001 PO 00000 BZX Rule 11.22(d). Frm 00148 Fmt 4703 Sfmt 4703 securities. The fee for external distribution of the Cboe One Summary Feed is $5,000 per month, and external distributors are also liable for a Data Consolidation Fee of $1,000 per month, and User fees equal to $10 per month for each Professional User, and $0.25 per month for each Non-Professional User.4 Small Retail Broker Eligibility Requirements The Exchange proposes to introduce a Program that would reduce costs for small retail brokers that provide top of book data to their clients. In order to be approved for the Small Retail Broker Distribution Program, Distributors would have to provide either the EDGX Top Feed or Cboe One Summary Feed (‘‘EDGX Equities Exchange Data’’) to a limited number of clients with which the firm has established a brokerage relationship, and would have to provide such data primarily to Non-Professional Data Users. Specifically, distributors would have to attest that they meet the following criteria: (1) Distributor is a broker-dealer distributing EDGX Equities Exchange Data to NonProfessional Data Users with whom the broker-dealer has a brokerage relationship; (2) More than 50% of the Distributor’s total Data User population must consist of Non-Professional Data Users, inclusive of those not receiving EDGX Equities Exchange Data; and (3) Distributor distributes EDGX Equities Exchange Data to no more than 5,000 Non-Professional Data Users.5 These proposed requirements for participating in the Program are designed to ensure that the benefits provided by the Program inure to the benefit of small retail brokers that provide EDGX Equities Exchange Data to a limited number of subscribers. As explained later in this filing, distributors that provide EDGX Exchange Data to a larger number of subscribers can benefit from the current pricing structure through scale, due to subscriber fees that are significantly lower than those charged by the Exchange’s competitors, and an 4 The Exchange also offers an Enterprise license for the EDGX Top and Cboe One Summary Feeds. An Enterprise license permits distribution to an unlimited number of Professional and NonProfessional Users, keeping costs down for firms that provide access to a large number of subscribers. An Enterprise license is $15,000 per month for the EDGX Top Feed, and $50,000 per month for the Cboe One Summary Feed. 5 Distributors would have to meet these requirements for whichever product they would like to distribute pursuant to the Program. For example, a distributor that distributes Cboe One Summary Feed data pursuant to the Program, would be limited to distributing the Cboe One Summary Feed to no more than 5,000 NonProfessional Data Users. E:\FR\FM\20AUN1.SGM 20AUN1 Federal Register / Vol. 84, No. 161 / Tuesday, August 20, 2019 / Notices Enterprise license that caps the total fees to be paid by firms that distribute market data to a sizeable customer base. The Exchange believes that offering similarly attractive pricing to small retail brokers, including regional firms both inside and outside of the U.S. that may not have the same established client base as the larger retail brokers, would make the Exchange’s data a more competitive alternative for those firms, and would help ensure that such information is widely available to a larger number of retail investors globally. The Program would also be available to retail brokers more generally, regardless of size, that wish to trial the Exchange’s top of book products with a limited number of subscribers before potentially expanding distribution to additional clients, potentially further increasing the accessibility of the Exchange’s market data to retail investors. The Program would be exclusive to the Exchange’s top of book offerings as retail investors typically do not need or use depth of book data to facilitate their equity investments, and their brokers typically do purchase such market data on their behalf. jbell on DSK3GLQ082PROD with NOTICES Discounted Fees Distributors that participate in the Program would be liable for lower distribution fees for access to the EDGX Top Feed, and lower distribution and consolidation fees for access to the Cboe One Summary Data Feed.6 First, the distribution fee charged for EDGX Top would be lowered by 50% from the current $1,500 per month to $750 per month for distributors that meet the requirements of the Program. Second, the distribution fee charged to these distributors for the Cboe One Summary Feed would be lowered by 30% from the current $5,000 per month to $3,500 per month. Finally, the Data Consolidation Fee charged for the Cboe One Summary Feed would be lowered by 65% from the current $1,000 per month to $350 per month. User fees for any Professional or Non-Professional Users that access EDGX Top or Cboe One Summary Feed data from a distributor that participates in the Program would remain at their current levels as the current subscriber charges are already among the most competitive in the industry.7 6 New external distributors of the EDGX Top Feed or Cboe One Summary Feed are not currently charged external distributor fees for their first month of service. This would continue to be the case for external distributors that participate in the Program. 7 By comparison, The Nasdaq Stock Market LLC (‘‘Nasdaq’’) charges a subscriber fee for Nasdaq VerDate Sep<11>2014 20:49 Aug 19, 2019 Jkt 247001 The Exchange believes that these fees, which represent a significant cost savings for small retail brokers, would help ensure that retail investors continue to have fair and efficient access to U.S. equity market data. While retail investors normally pay a fixed commission when buying or selling equities, and do not typically pay separate fees for market data, the Exchange believes that the proposed reduction in fees would make the Exchange’s data more competitive with other available alternatives, and may encourage retail brokers to make such data more readily available to their clients. In sum, the Exchange believes that the proposed fee reductions may facilitate more cost effective access to top of book data that is purchased on a voluntary basis by retail brokers and provided to their retail investor clients. Market Background The market for top of book data is highly competitive as national securities exchanges compete both with each other and with the securities information processors (‘‘SIPs’’) to provide efficient, reliable, and low cost data to a wide range of investors and market participants. In fact, Regulation NMS requires all U.S. equities exchanges to provide their best bids and offers, and executed transactions, to the two registered SIPs for dissemination to the public. Top of book data is therefore widely available to investors today at a relatively modest cost. National securities exchanges may also disseminate their own top of book data, but no rule or regulation of the Commission requires market participants to purchase top of book data from an exchange.8 The EDGX Top Feed and Cboe One Summary Feed therefore compete with the SIP and with similar products offered by other national securities exchanges that offer their own competing top of book products. In fact, there are ten competing top of book products offered by other national securities exchanges today, not counting products offered by the Exchange’s affiliates.9 The purpose Basic that adds up to $26 per month for Professional Subscribers and $1 per month for NonProfessional Subscribers (Tapes A, B, and C). See Nasdaq Equity Rules, Equity 7, Pricing Schedule, Section 147(b)(1). 8 By contrast, Rule 603(c) of Regulation NMS (the ‘‘Vendor Display Rule’’) effectively requires that SIP data or some other consolidated display be utilized in any context in which a trading or order-routing decision can be implemented. 9 Competing top of book products include, Nasdaq Basic, BX Basic, PSX Basic, NYSE BQT, NYSE BBO/Trades, NYSE Arca BBO/Trades, NYSE American BBO/Trades, NYSE Chicago BBO/Trades, and IEX TOPS. PO 00000 Frm 00149 Fmt 4703 Sfmt 4703 43247 of the proposed rule change is to further increase the competitiveness of the Exchange’s top of book market data products compared to competitor offerings that may currently be cheaper for firms with a limited subscriber base that do not yet have the scale to take advantage of the lower subscriber fees offered by the Exchange. In turn, the Exchange believes that this change may benefit market participants and investors by spurring additional competition and increasing the accessibility of the Exchange’s top of book data. 2. Statutory Basis The Exchange believes that the proposed rule change is consistent with the objectives of Section 6 of the Act,10 in general, and furthers the objectives of Section 6(b)(4),11 in particular, as it is designed to provide for the equitable allocation of reasonable dues, fees and other charges among its members and other recipients of Exchange data. The Exchange also believes that the proposed rule change is consistent with Section 11(A) of the Act.12 Specifically, the proposed rule change supports (i) fair competition among brokers and dealers, among exchange markets, and between exchange markets and markets other than exchange markets, and (ii) the availability to brokers, dealers, and investors of information with respect to quotations for and transactions in securities. In addition, the proposed rule change is consistent with Rule 603 of Regulation NMS,13 which provides that any national securities exchange that distributes information with respect to quotations for or transactions in an NMS stock do so on terms that are not unreasonably discriminatory. In adopting Regulation NMS, the Commission granted SROs and brokerdealers increased authority and flexibility to offer new and unique market data to the public. It was believed that this authority would expand the amount of data available to consumers, and also spur innovation and competition for the provision of market data. The Exchange believes that the proposed fee change would further broaden the availability of U.S. equity market data to investors, and in particular retail investors, consistent with the principles of Regulation NMS. The Exchange operates in a highly competitive environment. Indeed, there are thirteen registered national securities exchanges that trade U.S. 10 15 U.S.C. 78f. U.S.C. 78f(b)(4). 12 15 U.S.C. 78k–1. 13 See 17 CFR 242.603. 11 15 E:\FR\FM\20AUN1.SGM 20AUN1 43248 Federal Register / Vol. 84, No. 161 / Tuesday, August 20, 2019 / Notices jbell on DSK3GLQ082PROD with NOTICES equities and offer associated top of book market data products to their customers. The national securities exchanges also compete with the SIPs for market data customers. 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 proposed fee change is a result of the competitive environment, as the Exchange seeks to amend its fees to attract additional subscribers for its proprietary top of book data offerings. The proposed fee change would reduce fees charged to small retail brokers that provide access to two top of book data products: The EDGX Top Feed and the Cboe One Summary Feed. The EDGX Top Feed provides top of book quotations and transactions executed on the Exchange, and provides a valuable window into the market for securities traded on a market that accounts for about 5% of U.S. equity market volume today.15 The Cboe One Summary Feed is a competitively-priced alternative to top of book data disseminated by SIPs, or similar data disseminated by other national securities exchanges.16 It provides subscribers with consolidated top of book quotes and trades from four Cboe U.S. equities markets, which together account for about 17% of consolidated U.S. equities trading volume.17 Together, these products are purchased by a wide variety of market participants and vendors, including data platforms, websites, fintech firms, buy-side investors, retail brokers, regional banks, and securities firms inside and outside of the U.S. that desire low cost, high quality, real-time U.S. equity market data. By providing lower cost access to U.S. equity market data, the EDGX Top and Cboe One Summary Feeds benefit a wide range of investors that participate in the national market system. Reducing fees for broker-dealers that represent retail investors and that may have more 14 See Securities Exchange Act Release No. 51808 (June 9, 2005), 70 FR 37496, 37499 (June 29, 2005) (‘‘Regulation NMS Adopting Release’’). 15 See https://markets.cboe.com/us/equities/ market_share/. 16 See e.g., supra note 7 (discussing Nasdaq Basic). 17 Id. VerDate Sep<11>2014 20:49 Aug 19, 2019 Jkt 247001 limited resources than some of their larger competitors would further increase access to such data and facilitate a competitive market for U.S. equity securities, consistent with the goals of the Act. While the Exchange is not required to make any data, including top of book data, available through its proprietary market data platform, the Exchange believes that making such data available increases investor choice, and contributes to a fair and competitive market. Specifically, making such data publicly available through proprietary data feeds allows investors to choose alternative, potentially less costly, market data based on their business needs. While some market participants that desire a consolidated display choose the SIP for their top of book data needs, and in some cases are effectively required to do so under the Vendor Display Rule, others may prefer to purchase data directly from one or more national securities exchanges. For example, a buy-side investor may choose to purchase the Cboe One Summary Feed, or a similar product from another exchange, in order to perform investment analysis. The Cboe One Summary Feed represents quotes from four highly liquid equities markets. As a result, the Cboe One Summary Feed is within 1% of the national best bid and offer approximately 98% of the time,18 and therefore serves as a valuable reference for investors that do not require a consolidated display that contains quotations for all U.S. equities exchanges. Making alternative products available to market participants ultimately ensures increased competition in the marketplace, and constrains the ability of exchanges to charge supracompetitive fees. In the event that a market participant views one exchanges top of book data fees as more or less attractive than the competition they can and frequently do switch between competing products. In fact, the competiveness of the market for such top of book data products is one of the primary factors animating this proposed rule change, which is designed to allow the Exchange to further compete for this business. The Exchange believes that the proposed fees are reasonable as they represent a significant cost reduction for smaller, primarily regional, retail brokers that provide top of book data from EDGX and its affiliated equities exchanges to their retail investor clients. The market for top of book data is intensely competitive due to the availability of substitutable products that can be purchased either from other national securities exchanges, or from registered SIPs that make such top of book data publicly available to investors at a modest cost. The proposed fee reduction is being made to make the Exchange’s fees more competitive with such offerings for this segment of market participants, thereby increasing the availability of the Exchange’s data products, and expanding the options available to firms making data purchasing decisions based on their business needs. The Exchange believes that this is consistent with the principles enshrined in Regulation NMS to ‘‘promote the wide availability of market data and to allocate revenues to SROs that produce the most useful data for investors.’’ 19 Today, the Exchange’s top of book market data products are among the most competitively priced in the industry due to modest subscriber fees, and a lower Enterprise cap, both of which keep fees at a relatively modest level for larger firms that provide market data to a sizeable number of Professional or Non-Professional Users. Distributors with a smaller user base, however, may choose to use competitor products that have a lower distribution fee and higher subscriber fees. The Program would help the Exchange compete for this segment of the market, and may broaden the reach of the Exchange’s data products by providing an additional low cost alternative to competitor products for small retail brokers. While such firms may already utilize similar market data products from other sources, the Exchange believes that offering its own data to small retail brokers at lower distribution and data consolidation costs has the potential to increase choice for market participants, and ultimately increase the data available to retail investors when coupled with the Exchange’s lower subscriber fees. The Exchange also believes that the proposed fees are equitable and not unfairly discriminatory as the proposed fee structure is designed to decrease the price and increase the availability of U.S. equities market data to retail investors. The Program is designed to reduce the cost of top of book market data for broker-dealers that provide such data to Non-Professional Data User clients that make up the majority of the distributor’s total subscriber population. As such, the Program would be broadly available to a wide range of retail brokers that either purchase the EDGX 18 See https://markets.cboe.com/us/equities/ market_data_services/cboe_one/. 19 See Regulation NMS Adopting Release, supra note 14, at 37503. PO 00000 Frm 00150 Fmt 4703 Sfmt 4703 E:\FR\FM\20AUN1.SGM 20AUN1 jbell on DSK3GLQ082PROD with NOTICES Federal Register / Vol. 84, No. 161 / Tuesday, August 20, 2019 / Notices Top Feed or Cboe One Summary Feed today, or that may choose to switch from competing products due to the potential cost savings. Dozens of distributors that currently purchase top of book data from one of the four Cboe U.S. equities exchanges, and many more prospective customers, could benefit from the Program. Each of these current or prospective retail broker customers would receive the same benefits in terms of reduced distribution and consolidation fees based on the product that they purchase from the Exchange. The Commission has long stressed the need to ensure that the equities markets are structured in a way that meets the needs of ordinary investors. For example, the Commission’s strategic plan for fiscal years 2018–2022 touts ‘‘focus on the long-term interests of our Main Street investors’’ as the Commission’s number one strategic goal.20 The Program would be consistent with the Commission’s stated goal of improving the retail investor experience in the public markets. Furthermore, national securities exchanges commonly charge reduced fees and offer market structure benefits to retail investors, and the Commission has consistently held that such incentives are consistent with the Act. The Exchange believes that the Program is consistent with longstanding precedent indicating that it is consistent with the Act to provide reasonable incentives to retail investors that rely on the public markets for their investment needs. In addition, while the Program would be effectively limited to smaller firms that distribute data to no more than 5,000 Non-Professional Data Users, the Exchange does not believe that this limitation makes the fees inequitable, unfairly discriminatory, or otherwise contrary to the purposes of the Act. Large broker-dealers and/or vendors that distribute the Exchange’s data products to a sizeable number of investors benefit from the current fee structure, which includes lower subscriber fees and Enterprise licenses. Due to lower subscriber fees, distributors that provide EDGX Equities Exchange Data to more than 5,000 Non-Professional Data Users already enjoy cost savings compared to competitor products. The Program would therefore ensure that small retail brokers that distribute top of book data to their retail investor customers could also benefit from reduced pricing, and would aid in increasing the 20 See U.S. Securities and Exchange Commission, Strategic Plan, Fiscal Years 2018–2022, available at https://www.sec.gov/files/SEC_Strategic_Plan_ FY18-FY22_FINAL_0.pdf. VerDate Sep<11>2014 20:49 Aug 19, 2019 Jkt 247001 competitiveness of the Exchange’s data products for this key segment of the market. B. Self-Regulatory Organization’s Statement on Burden on Competition The Exchange does not believe that the proposed rule change would result in any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act. The Exchange operates in a highly competitive environment, and its ability to price these data products is constrained by: (i) Competition among exchanges that offer similar data products to their customers; and (ii) the existence of inexpensive real-time consolidated data disseminated by the SIPs. Top of book data is disseminated by both the SIPs and the thirteen equities exchanges. There are therefore a number of alternative products available to market participants and investors. In this competitive environment potential subscribers are free to choose which competing product to purchase to satisfy their need for market information. Often, the choice comes down to price, as broker-dealers or vendors look to purchase the cheapest top of book data product, or quality, as market participants seek to purchase data that represents significant market liquidity. In order to better compete for this segment of the market, the Exchange is proposing to reduce the cost of top of book data provided by small retail brokers to their retail investor clients. The Exchange believes that this would facilitate greater access to such data, ultimately benefiting the retail investors that are provided access to such market data. The Exchange does not believe that this price reduction would cause any unnecessary or inappropriate burden on intermarket competition as other exchanges and data vendors are free to lower their prices to better compete with the Exchange’s offering. Indeed, as explained in the basis section of this proposed rule change, the Exchange’s decision to lower its distribution and consolidation fees for small retail brokers is itself a competitive response to different fee structures available on competing markets. The Exchange therefore believes that the proposed rule change is pro-competitive as it seeks to offer pricing incentives to customers to better position the Exchange as it competes to attract additional market data subscribers. The Exchange also believes that the proposed reduction in fees for small retail brokers would not cause any unnecessary or inappropriate burden on intramarket competition. Although the proposed fee discount PO 00000 Frm 00151 Fmt 4703 Sfmt 4703 43249 would be largely limited to small retail broker subscribers, larger broker-dealers and vendors can already purchase top of book data from the Exchange at prices that represent a significant cost savings when compared to competitor products that combine higher subscriber fees with lower fees for distribution. In light of the benefits already provided to this group of subscribers, the Exchange believes that additional discounts to small retail brokers would increase rather than decrease competition among broker-dealers that participate on the Exchange. Furthermore, as discussed earlier in this proposed rule change, the Exchange believes that offering pricing benefits to brokers that represent retail investors facilitates the Commission’s mission of protecting ordinary investors, and is therefore consistent with the Act. C. Self-Regulatory Organization’s Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others No written comments were either solicited or received. 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 21 and paragraph (f) of Rule 19b–4 22 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. 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 (https://www.sec.gov/ rules/sro.shtml); or • Send an email to rule-comments@ sec.gov. Please include File Number SR– 21 15 22 17 E:\FR\FM\20AUN1.SGM U.S.C. 78s(b)(3)(A). CFR 240.19b–4(f). 20AUN1 43250 Federal Register / Vol. 84, No. 161 / Tuesday, August 20, 2019 / Notices 100 F Street NE, Washington, DC 20549–2736 CboeEDGX–2019–048 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–CboeEDGX–2019–048. 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 10:00 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–CboeEDGX–2019–048 and should be submitted on or before September 10, 2019. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.23 Jill M. Peterson, Assistant Secretary. [FR Doc. 2019–17844 Filed 8–19–19; 8:45 am] BILLING CODE 8011–01–P jbell on DSK3GLQ082PROD with NOTICES SECURITIES AND EXCHANGE COMMISSION Submission for OMB Review; Comment Request Upon Written Request Copies Available From: Securities and Exchange Commission, Office of FOIA Services, 23 17 CFR 200.30–3(a)(12). VerDate Sep<11>2014 20:49 Aug 19, 2019 Jkt 247001 Ombudsman Matter Management System, SEC File No. 270–797, OMB Control No. 3235–0748 Notice is hereby given that, pursuant to the Paperwork Reduction Act of 1995 (44 U.S.C. 3501 et seq.), the Securities and Exchange Commission (‘‘Commission’’ or ‘‘SEC’’) has submitted this renewal request for the collection of information to the Office of Management and Budget for approval. In 2016, at the time of the original request for the collection of information, members of the public who contacted the Ombudsman for assistance did so by traditional mail, electronic mail, telephone, and facsimile. To make it easier for retail investors and others to contact the Ombudsman electronically, the Commission developed the Ombudsman Matter Management System (‘‘OMMS’’), a new, electronic data collection system for the receipt, collection, and analysis of inquiries, complaints, and recommendations from retail investors directed to the SEC Ombudsman and the Office of the Investor Advocate. The Commission invites comment on OMMS. OMMS was launched for internal use by SEC staff in 2017. Through OMMS, members of the public may request assistance from the Ombudsman and staff using a web-based form (the ‘‘OMMS Form’’) tailored to gather information about matters within the scope of the Ombudsman’s function and streamline the inquiry and response process. The OMMS Form, which was made available to the public for use in September 2017, facilitates communication with the Ombudsman via an electronic series of basic questions with user-friendly and mobile-friendly response features such as radio buttons, drop-down menu responses, pop-up explanation bubbles, web page links, fillable narrative text fields, and document upload options. In addition, the OMMS Form incorporates functionality that, depending upon certain responses, pre-populates specific fields, and prompts the user to provide additional information. By eliciting specific information from the user, the OMMS Form facilitates communication between the user and the Ombudsman, reduces response and resolution times, and maximizes Ombudsman staff resources available for recording, processing, and responding to matters. The requested information collection is voluntary and does not change the contact methods currently available. PO 00000 Frm 00152 Fmt 4703 Sfmt 4703 The OMMS Form is publicly available through the Commission’s website, https://www.sec.gov. The Commission estimates that the total reporting burden for using the OMMS Form will be 400 hours. The calculation of this estimate depends on how many members of the public use the form each year and the estimated time it takes to complete the form: 800 respondents × 30 minutes = 400 burden hours. The estimates of average burden hours are made solely for the purposes of the Paperwork Reduction Act and are not derived from a comprehensive or even representative survey or study of the cost of Commission rules and forms. The total estimated one-time cost to the federal government of creating OMMS and the OMMS Form was $400,000. During the three-year period covered by our prior Paperwork Reduction Act submission in 2016, the startup costs were fully expensed and are therefore not included in the cost calculation for this renewal. An agency may not conduct or sponsor a collection of information unless it displays a currently valid control number. No person shall be subject to any penalty for failing to comply with a collection of information subject to the PRA that does not display a valid Office of Management and Budget control number. Written comments are invited on all aspects of this proposed information collection renewal request, in particular: (a) Whether this collection of information is necessary for the proper performance of the functions of the agency, including whether the information will have practical utility; (b) the accuracy of the agency’s estimate of the burden imposed by the collection of information; (c) ways to enhance the quality, utility, and clarity of the information collected; and (d) ways to minimize the burden of the collection of information on users, including through the use of automated collection techniques or other forms of information technology. Background documentation for this information collection may be viewed at the following website, www.reginfo.gov. Comments should be directed to: (i) Desk Officer for the Securities and Exchange Commission, Office of Information and Regulatory Affairs, Office of Management and Budget, Room 10102, New Executive Office Building, Washington, DC 20503, or by sending an email to Lindsay.M.Abate@ omb.eop.gov; and (ii) Charles Riddle, Acting Chief Information Officer, Securities and Exchange Commission, c/ o Candace Kenner, 100 F Street NE, Washington, DC 20549; or send an email E:\FR\FM\20AUN1.SGM 20AUN1

Agencies

[Federal Register Volume 84, Number 161 (Tuesday, August 20, 2019)]
[Notices]
[Pages 43246-43250]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-17844]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-86678; File No. SR-CboeEDGX-2019-048]


Self-Regulatory Organizations; Cboe EDGX Exchange, Inc.; Notice 
of Filing and Immediate Effectiveness of a Proposed Rule Change To 
Introduce a Small Retail Broker Distribution Program

August 14, 2019.
    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 August 1, 2019, Cboe EDGX Exchange, Inc. (``Exchange'' or ``EDGX'') 
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 EDGX Exchange, Inc. (``EDGX'' or the ``Exchange'') is filing 
with the Securities and Exchange Commission (the ``Commission'') a 
proposed rule change to introduce a Small Retail Broker Distribution 
Program. The text of the proposed changes to the fee schedule are 
enclosed [sic] as Exhibit 5.
    The text of the proposed rule change is also available on the 
Exchange's website (https://markets.cboe.com/us/options/regulation/rule_filings/edgx/), 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 purpose of the proposed rule change is to introduce a pricing 
program that would allow small retail brokers that purchase top of book 
market data from the Exchange to benefit from discounted fees for 
access to such market data. The Small Retail Broker Distribution 
Program (the ``Program'') would reduce the distribution and 
consolidation fees paid by small broker-dealers that operate a retail 
business. In turn, the Program may increase retail investor access to 
real-time U.S. equity quote and trade information, and allow the 
Exchange to better compete for this business with competitors that 
offer similar optional products.
Current Fees
    Today, the Exchange offers two top of book data feeds that provide 
real-time U.S. equity quote and trade information to investors. First, 
the Exchange offers the EDGX Top Feed, which is an uncompressed data 
feed that offers top of book quotations and execution information based 
on equity orders entered into the System.\3\ The fee for external 
distribution of EDGX Top data is $1,500 per month, and external 
distributors are also liable for a fee of $4 per month for each 
Professional User, and $0.10 per month for each Non-Professional User.
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    \3\ See BZX Rule 11.22(d).
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    Second, the Exchange offers the Cboe One Summary Feed, which offers 
similar information based on equity orders submitted to the Exchange 
and its affiliated equities exchanges--i.e., Cboe EDGA Exchange, Inc., 
Cboe BZX Exchange, Inc., and Cboe BYX Exchange, Inc. Specifically, the 
Cboe One Summary Feed is a data feed that contains the aggregate best 
bid and offer of all displayed orders for securities traded on the 
Exchange and its affiliated exchanges. The Cboe One Summary Feed also 
contains the individual last sale information for the Exchange and each 
of its affiliated exchanges, and consolidated volume for all listed 
equity securities. The fee for external distribution of the Cboe One 
Summary Feed is $5,000 per month, and external distributors are also 
liable for a Data Consolidation Fee of $1,000 per month, and User fees 
equal to $10 per month for each Professional User, and $0.25 per month 
for each Non-Professional User.\4\
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    \4\ The Exchange also offers an Enterprise license for the EDGX 
Top and Cboe One Summary Feeds. An Enterprise license permits 
distribution to an unlimited number of Professional and Non-
Professional Users, keeping costs down for firms that provide access 
to a large number of subscribers. An Enterprise license is $15,000 
per month for the EDGX Top Feed, and $50,000 per month for the Cboe 
One Summary Feed.
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Small Retail Broker Eligibility Requirements
    The Exchange proposes to introduce a Program that would reduce 
costs for small retail brokers that provide top of book data to their 
clients. In order to be approved for the Small Retail Broker 
Distribution Program, Distributors would have to provide either the 
EDGX Top Feed or Cboe One Summary Feed (``EDGX Equities Exchange 
Data'') to a limited number of clients with which the firm has 
established a brokerage relationship, and would have to provide such 
data primarily to Non-Professional Data Users. Specifically, 
distributors would have to attest that they meet the following 
criteria: (1) Distributor is a broker-dealer distributing EDGX Equities 
Exchange Data to Non-Professional Data Users with whom the broker-
dealer has a brokerage relationship; (2) More than 50% of the 
Distributor's total Data User population must consist of Non-
Professional Data Users, inclusive of those not receiving EDGX Equities 
Exchange Data; and (3) Distributor distributes EDGX Equities Exchange 
Data to no more than 5,000 Non-Professional Data Users.\5\
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    \5\ Distributors would have to meet these requirements for 
whichever product they would like to distribute pursuant to the 
Program. For example, a distributor that distributes Cboe One 
Summary Feed data pursuant to the Program, would be limited to 
distributing the Cboe One Summary Feed to no more than 5,000 Non-
Professional Data Users.
---------------------------------------------------------------------------

    These proposed requirements for participating in the Program are 
designed to ensure that the benefits provided by the Program inure to 
the benefit of small retail brokers that provide EDGX Equities Exchange 
Data to a limited number of subscribers. As explained later in this 
filing, distributors that provide EDGX Exchange Data to a larger number 
of subscribers can benefit from the current pricing structure through 
scale, due to subscriber fees that are significantly lower than those 
charged by the Exchange's competitors, and an

[[Page 43247]]

Enterprise license that caps the total fees to be paid by firms that 
distribute market data to a sizeable customer base. The Exchange 
believes that offering similarly attractive pricing to small retail 
brokers, including regional firms both inside and outside of the U.S. 
that may not have the same established client base as the larger retail 
brokers, would make the Exchange's data a more competitive alternative 
for those firms, and would help ensure that such information is widely 
available to a larger number of retail investors globally. The Program 
would also be available to retail brokers more generally, regardless of 
size, that wish to trial the Exchange's top of book products with a 
limited number of subscribers before potentially expanding distribution 
to additional clients, potentially further increasing the accessibility 
of the Exchange's market data to retail investors. The Program would be 
exclusive to the Exchange's top of book offerings as retail investors 
typically do not need or use depth of book data to facilitate their 
equity investments, and their brokers typically do purchase such market 
data on their behalf.
Discounted Fees
    Distributors that participate in the Program would be liable for 
lower distribution fees for access to the EDGX Top Feed, and lower 
distribution and consolidation fees for access to the Cboe One Summary 
Data Feed.\6\ First, the distribution fee charged for EDGX Top would be 
lowered by 50% from the current $1,500 per month to $750 per month for 
distributors that meet the requirements of the Program. Second, the 
distribution fee charged to these distributors for the Cboe One Summary 
Feed would be lowered by 30% from the current $5,000 per month to 
$3,500 per month. Finally, the Data Consolidation Fee charged for the 
Cboe One Summary Feed would be lowered by 65% from the current $1,000 
per month to $350 per month. User fees for any Professional or Non-
Professional Users that access EDGX Top or Cboe One Summary Feed data 
from a distributor that participates in the Program would remain at 
their current levels as the current subscriber charges are already 
among the most competitive in the industry.\7\
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    \6\ New external distributors of the EDGX Top Feed or Cboe One 
Summary Feed are not currently charged external distributor fees for 
their first month of service. This would continue to be the case for 
external distributors that participate in the Program.
    \7\ By comparison, The Nasdaq Stock Market LLC (``Nasdaq'') 
charges a subscriber fee for Nasdaq Basic that adds up to $26 per 
month for Professional Subscribers and $1 per month for Non-
Professional Subscribers (Tapes A, B, and C). See Nasdaq Equity 
Rules, Equity 7, Pricing Schedule, Section 147(b)(1).
---------------------------------------------------------------------------

    The Exchange believes that these fees, which represent a 
significant cost savings for small retail brokers, would help ensure 
that retail investors continue to have fair and efficient access to 
U.S. equity market data. While retail investors normally pay a fixed 
commission when buying or selling equities, and do not typically pay 
separate fees for market data, the Exchange believes that the proposed 
reduction in fees would make the Exchange's data more competitive with 
other available alternatives, and may encourage retail brokers to make 
such data more readily available to their clients. In sum, the Exchange 
believes that the proposed fee reductions may facilitate more cost 
effective access to top of book data that is purchased on a voluntary 
basis by retail brokers and provided to their retail investor clients.
Market Background
    The market for top of book data is highly competitive as national 
securities exchanges compete both with each other and with the 
securities information processors (``SIPs'') to provide efficient, 
reliable, and low cost data to a wide range of investors and market 
participants. In fact, Regulation NMS requires all U.S. equities 
exchanges to provide their best bids and offers, and executed 
transactions, to the two registered SIPs for dissemination to the 
public. Top of book data is therefore widely available to investors 
today at a relatively modest cost. National securities exchanges may 
also disseminate their own top of book data, but no rule or regulation 
of the Commission requires market participants to purchase top of book 
data from an exchange.\8\ The EDGX Top Feed and Cboe One Summary Feed 
therefore compete with the SIP and with similar products offered by 
other national securities exchanges that offer their own competing top 
of book products. In fact, there are ten competing top of book products 
offered by other national securities exchanges today, not counting 
products offered by the Exchange's affiliates.\9\ The purpose of the 
proposed rule change is to further increase the competitiveness of the 
Exchange's top of book market data products compared to competitor 
offerings that may currently be cheaper for firms with a limited 
subscriber base that do not yet have the scale to take advantage of the 
lower subscriber fees offered by the Exchange. In turn, the Exchange 
believes that this change may benefit market participants and investors 
by spurring additional competition and increasing the accessibility of 
the Exchange's top of book data.
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    \8\ By contrast, Rule 603(c) of Regulation NMS (the ``Vendor 
Display Rule'') effectively requires that SIP data or some other 
consolidated display be utilized in any context in which a trading 
or order-routing decision can be implemented.
    \9\ Competing top of book products include, Nasdaq Basic, BX 
Basic, PSX Basic, NYSE BQT, NYSE BBO/Trades, NYSE Arca BBO/Trades, 
NYSE American BBO/Trades, NYSE Chicago BBO/Trades, and IEX TOPS.
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2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with the objectives of Section 6 of the Act,\10\ in general, and 
furthers the objectives of Section 6(b)(4),\11\ in particular, as it is 
designed to provide for the equitable allocation of reasonable dues, 
fees and other charges among its members and other recipients of 
Exchange data.
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    \10\ 15 U.S.C. 78f.
    \11\ 15 U.S.C. 78f(b)(4).
---------------------------------------------------------------------------

    The Exchange also believes that the proposed rule change is 
consistent with Section 11(A) of the Act.\12\ Specifically, the 
proposed rule change supports (i) fair competition among brokers and 
dealers, among exchange markets, and between exchange markets and 
markets other than exchange markets, and (ii) the availability to 
brokers, dealers, and investors of information with respect to 
quotations for and transactions in securities. In addition, the 
proposed rule change is consistent with Rule 603 of Regulation NMS,\13\ 
which provides that any national securities exchange that distributes 
information with respect to quotations for or transactions in an NMS 
stock do so on terms that are not unreasonably discriminatory.
---------------------------------------------------------------------------

    \12\ 15 U.S.C. 78k-1.
    \13\ See 17 CFR 242.603.
---------------------------------------------------------------------------

    In adopting Regulation NMS, the Commission granted SROs and broker-
dealers increased authority and flexibility to offer new and unique 
market data to the public. It was believed that this authority would 
expand the amount of data available to consumers, and also spur 
innovation and competition for the provision of market data. The 
Exchange believes that the proposed fee change would further broaden 
the availability of U.S. equity market data to investors, and in 
particular retail investors, consistent with the principles of 
Regulation NMS.
    The Exchange operates in a highly competitive environment. Indeed, 
there are thirteen registered national securities exchanges that trade 
U.S.

[[Page 43248]]

equities and offer associated top of book market data products to their 
customers. The national securities exchanges also compete with the SIPs 
for market data customers. 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 
proposed fee change is a result of the competitive environment, as the 
Exchange seeks to amend its fees to attract additional subscribers for 
its proprietary top of book data offerings.
---------------------------------------------------------------------------

    \14\ See Securities Exchange Act Release No. 51808 (June 9, 
2005), 70 FR 37496, 37499 (June 29, 2005) (``Regulation NMS Adopting 
Release'').
---------------------------------------------------------------------------

    The proposed fee change would reduce fees charged to small retail 
brokers that provide access to two top of book data products: The EDGX 
Top Feed and the Cboe One Summary Feed. The EDGX Top Feed provides top 
of book quotations and transactions executed on the Exchange, and 
provides a valuable window into the market for securities traded on a 
market that accounts for about 5% of U.S. equity market volume 
today.\15\ The Cboe One Summary Feed is a competitively-priced 
alternative to top of book data disseminated by SIPs, or similar data 
disseminated by other national securities exchanges.\16\ It provides 
subscribers with consolidated top of book quotes and trades from four 
Cboe U.S. equities markets, which together account for about 17% of 
consolidated U.S. equities trading volume.\17\ Together, these products 
are purchased by a wide variety of market participants and vendors, 
including data platforms, websites, fintech firms, buy-side investors, 
retail brokers, regional banks, and securities firms inside and outside 
of the U.S. that desire low cost, high quality, real-time U.S. equity 
market data. By providing lower cost access to U.S. equity market data, 
the EDGX Top and Cboe One Summary Feeds benefit a wide range of 
investors that participate in the national market system. Reducing fees 
for broker-dealers that represent retail investors and that may have 
more limited resources than some of their larger competitors would 
further increase access to such data and facilitate a competitive 
market for U.S. equity securities, consistent with the goals of the 
Act.
---------------------------------------------------------------------------

    \15\ See https://markets.cboe.com/us/equities/market_share/.
    \16\ See e.g., supra note 7 (discussing Nasdaq Basic).
    \17\ Id.
---------------------------------------------------------------------------

    While the Exchange is not required to make any data, including top 
of book data, available through its proprietary market data platform, 
the Exchange believes that making such data available increases 
investor choice, and contributes to a fair and competitive market. 
Specifically, making such data publicly available through proprietary 
data feeds allows investors to choose alternative, potentially less 
costly, market data based on their business needs. While some market 
participants that desire a consolidated display choose the SIP for 
their top of book data needs, and in some cases are effectively 
required to do so under the Vendor Display Rule, others may prefer to 
purchase data directly from one or more national securities exchanges. 
For example, a buy-side investor may choose to purchase the Cboe One 
Summary Feed, or a similar product from another exchange, in order to 
perform investment analysis. The Cboe One Summary Feed represents 
quotes from four highly liquid equities markets. As a result, the Cboe 
One Summary Feed is within 1% of the national best bid and offer 
approximately 98% of the time,\18\ and therefore serves as a valuable 
reference for investors that do not require a consolidated display that 
contains quotations for all U.S. equities exchanges. Making alternative 
products available to market participants ultimately ensures increased 
competition in the marketplace, and constrains the ability of exchanges 
to charge supracompetitive fees. In the event that a market participant 
views one exchanges top of book data fees as more or less attractive 
than the competition they can and frequently do switch between 
competing products. In fact, the competiveness of the market for such 
top of book data products is one of the primary factors animating this 
proposed rule change, which is designed to allow the Exchange to 
further compete for this business.
---------------------------------------------------------------------------

    \18\ See https://markets.cboe.com/us/equities/market_data_services/cboe_one/.
---------------------------------------------------------------------------

    The Exchange believes that the proposed fees are reasonable as they 
represent a significant cost reduction for smaller, primarily regional, 
retail brokers that provide top of book data from EDGX and its 
affiliated equities exchanges to their retail investor clients. The 
market for top of book data is intensely competitive due to the 
availability of substitutable products that can be purchased either 
from other national securities exchanges, or from registered SIPs that 
make such top of book data publicly available to investors at a modest 
cost. The proposed fee reduction is being made to make the Exchange's 
fees more competitive with such offerings for this segment of market 
participants, thereby increasing the availability of the Exchange's 
data products, and expanding the options available to firms making data 
purchasing decisions based on their business needs. The Exchange 
believes that this is consistent with the principles enshrined in 
Regulation NMS to ``promote the wide availability of market data and to 
allocate revenues to SROs that produce the most useful data for 
investors.'' \19\
---------------------------------------------------------------------------

    \19\ See Regulation NMS Adopting Release, supra note 14, at 
37503.
---------------------------------------------------------------------------

    Today, the Exchange's top of book market data products are among 
the most competitively priced in the industry due to modest subscriber 
fees, and a lower Enterprise cap, both of which keep fees at a 
relatively modest level for larger firms that provide market data to a 
sizeable number of Professional or Non-Professional Users. Distributors 
with a smaller user base, however, may choose to use competitor 
products that have a lower distribution fee and higher subscriber fees. 
The Program would help the Exchange compete for this segment of the 
market, and may broaden the reach of the Exchange's data products by 
providing an additional low cost alternative to competitor products for 
small retail brokers. While such firms may already utilize similar 
market data products from other sources, the Exchange believes that 
offering its own data to small retail brokers at lower distribution and 
data consolidation costs has the potential to increase choice for 
market participants, and ultimately increase the data available to 
retail investors when coupled with the Exchange's lower subscriber 
fees.
    The Exchange also believes that the proposed fees are equitable and 
not unfairly discriminatory as the proposed fee structure is designed 
to decrease the price and increase the availability of U.S. equities 
market data to retail investors. The Program is designed to reduce the 
cost of top of book market data for broker-dealers that provide such 
data to Non-Professional Data User clients that make up the majority of 
the distributor's total subscriber population. As such, the Program 
would be broadly available to a wide range of retail brokers that 
either purchase the EDGX

[[Page 43249]]

Top Feed or Cboe One Summary Feed today, or that may choose to switch 
from competing products due to the potential cost savings. Dozens of 
distributors that currently purchase top of book data from one of the 
four Cboe U.S. equities exchanges, and many more prospective customers, 
could benefit from the Program. Each of these current or prospective 
retail broker customers would receive the same benefits in terms of 
reduced distribution and consolidation fees based on the product that 
they purchase from the Exchange.
    The Commission has long stressed the need to ensure that the 
equities markets are structured in a way that meets the needs of 
ordinary investors. For example, the Commission's strategic plan for 
fiscal years 2018-2022 touts ``focus on the long-term interests of our 
Main Street investors'' as the Commission's number one strategic 
goal.\20\ The Program would be consistent with the Commission's stated 
goal of improving the retail investor experience in the public markets. 
Furthermore, national securities exchanges commonly charge reduced fees 
and offer market structure benefits to retail investors, and the 
Commission has consistently held that such incentives are consistent 
with the Act. The Exchange believes that the Program is consistent with 
longstanding precedent indicating that it is consistent with the Act to 
provide reasonable incentives to retail investors that rely on the 
public markets for their investment needs.
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    \20\ See U.S. Securities and Exchange Commission, Strategic 
Plan, Fiscal Years 2018-2022, available at https://www.sec.gov/files/SEC_Strategic_Plan_FY18-FY22_FINAL_0.pdf.
---------------------------------------------------------------------------

    In addition, while the Program would be effectively limited to 
smaller firms that distribute data to no more than 5,000 Non-
Professional Data Users, the Exchange does not believe that this 
limitation makes the fees inequitable, unfairly discriminatory, or 
otherwise contrary to the purposes of the Act. Large broker-dealers 
and/or vendors that distribute the Exchange's data products to a 
sizeable number of investors benefit from the current fee structure, 
which includes lower subscriber fees and Enterprise licenses. Due to 
lower subscriber fees, distributors that provide EDGX Equities Exchange 
Data to more than 5,000 Non-Professional Data Users already enjoy cost 
savings compared to competitor products. The Program would therefore 
ensure that small retail brokers that distribute top of book data to 
their retail investor customers could also benefit from reduced 
pricing, and would aid in increasing the competitiveness of the 
Exchange's data products for this key segment of the market.

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

    The Exchange does not believe that the proposed rule change would 
result in any burden on competition that is not necessary or 
appropriate in furtherance of the purposes of the Act. The Exchange 
operates in a highly competitive environment, and its ability to price 
these data products is constrained by: (i) Competition among exchanges 
that offer similar data products to their customers; and (ii) the 
existence of inexpensive real-time consolidated data disseminated by 
the SIPs. Top of book data is disseminated by both the SIPs and the 
thirteen equities exchanges. There are therefore a number of 
alternative products available to market participants and investors. In 
this competitive environment potential subscribers are free to choose 
which competing product to purchase to satisfy their need for market 
information. Often, the choice comes down to price, as broker-dealers 
or vendors look to purchase the cheapest top of book data product, or 
quality, as market participants seek to purchase data that represents 
significant market liquidity. In order to better compete for this 
segment of the market, the Exchange is proposing to reduce the cost of 
top of book data provided by small retail brokers to their retail 
investor clients. The Exchange believes that this would facilitate 
greater access to such data, ultimately benefiting the retail investors 
that are provided access to such market data.
    The Exchange does not believe that this price reduction would cause 
any unnecessary or inappropriate burden on intermarket competition as 
other exchanges and data vendors are free to lower their prices to 
better compete with the Exchange's offering. Indeed, as explained in 
the basis section of this proposed rule change, the Exchange's decision 
to lower its distribution and consolidation fees for small retail 
brokers is itself a competitive response to different fee structures 
available on competing markets. The Exchange therefore believes that 
the proposed rule change is pro-competitive as it seeks to offer 
pricing incentives to customers to better position the Exchange as it 
competes to attract additional market data subscribers. The Exchange 
also believes that the proposed reduction in fees for small retail 
brokers would not cause any unnecessary or inappropriate burden on 
intramarket competition. Although the proposed fee discount would be 
largely limited to small retail broker subscribers, larger broker-
dealers and vendors can already purchase top of book data from the 
Exchange at prices that represent a significant cost savings when 
compared to competitor products that combine higher subscriber fees 
with lower fees for distribution. In light of the benefits already 
provided to this group of subscribers, the Exchange believes that 
additional discounts to small retail brokers would increase rather than 
decrease competition among broker-dealers that participate on the 
Exchange. Furthermore, as discussed earlier in this proposed rule 
change, the Exchange believes that offering pricing benefits to brokers 
that represent retail investors facilitates the Commission's mission of 
protecting ordinary investors, and is therefore consistent with the 
Act.

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

    No written comments were either solicited or received.

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 \21\ and paragraph (f) of Rule 19b-4 \22\ 
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.
---------------------------------------------------------------------------

    \21\ 15 U.S.C. 78s(b)(3)(A).
    \22\ 17 CFR 240.19b-4(f).
---------------------------------------------------------------------------

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 (https://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number SR-

[[Page 43250]]

CboeEDGX-2019-048 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-CboeEDGX-2019-048. 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 10:00 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-CboeEDGX-2019-048 and should be 
submitted on or before September 10, 2019.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\23\
---------------------------------------------------------------------------

    \23\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2019-17844 Filed 8-19-19; 8:45 am]
BILLING CODE 8011-01-P
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