Self-Regulatory Organizations; Cboe EDGX Exchange, Inc.; Suspension of and Order Instituting Proceedings To Determine Whether To Approve or Disapprove a Proposed Rule Change To Introduce a Small Retail Broker Distribution Program, 66242-66245 [2019-26055]
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Federal Register / Vol. 84, No. 232 / Tuesday, December 3, 2019 / Notices
www.prc.gov, Docket Nos. MC2020–38,
CP2020–36.
Sean Robinson,
Attorney, Corporate and Postal Business Law.
[FR Doc. 2019–26050 Filed 12–2–19; 8:45 am]
BILLING CODE 7710–12–P
Sean Robinson,
Attorney, Corporate and Postal Business Law.
POSTAL SERVICE
[FR Doc. 2019–26053 Filed 12–2–19; 8:45 am]
BILLING CODE 7710–12–P
Product Change—Priority Mail
Negotiated Service Agreement
AGENCY:
POSTAL SERVICE
ACTION:
Product Change—Priority Mail and
First-Class Package Service
Negotiated Service Agreement
Postal ServiceTM.
Notice.
The Postal Service gives
notice of filing a request with the Postal
Regulatory Commission to add a
domestic shipping services contract to
the list of Negotiated Service
Agreements in the Mail Classification
Schedule’s Competitive Products List.
DATES: Date of required notice:
December 3, 2019.
FOR FURTHER INFORMATION CONTACT:
Sean Robinson, 202–268–8405.
SUPPLEMENTARY INFORMATION: The
United States Postal Service® hereby
gives notice that, pursuant to 39 U.S.C.
3642 and 3632(b)(3), on November 26,
2019, it filed with the Postal Regulatory
Commission a USPS Request to Add
Priority Mail Contract 566 to
Competitive Product List. Documents
are available at www.prc.gov, Docket
Nos. MC2020–39, CP2020–37.
SUMMARY:
Sean Robinson,
Attorney, Corporate and Postal Business Law.
[FR Doc. 2019–26051 Filed 12–2–19; 8:45 am]
BILLING CODE 7710–12–P
POSTAL SERVICE
Postal
Notice.
AGENCY:
ACTION:
VerDate Sep<11>2014
The Postal Service gives
notice of filing a request with the Postal
Regulatory Commission to add a
domestic shipping services contract to
the list of Negotiated Service
Agreements in the Mail Classification
Schedule’s Competitive Products List.
DATES: Date of required notice:
December 3, 2019.
FOR FURTHER INFORMATION CONTACT:
Sean Robinson, 202–268–8405.
SUPPLEMENTARY INFORMATION: The
United States Postal Service® hereby
gives notice that, pursuant to 39 U.S.C.
3642 and 3632(b)(3), on November 26,
2019, it filed with the Postal Regulatory
Commission a USPS Request to Add
Priority Mail & First-Class Package
Service Contract 131 to Competitive
Product List. Documents are available at
www.prc.gov, Docket Nos. MC2020–40,
CP2020–38.
SUMMARY:
[FR Doc. 2019–26052 Filed 12–2–19; 8:45 am]
BILLING CODE 7710–12–P
POSTAL SERVICE
The Postal Service gives
notice of filing a request with the Postal
Regulatory Commission to add a
domestic shipping services contract to
the list of Negotiated Service
Agreements in the Mail Classification
Schedule’s Competitive Products List.
DATES: Date of required notice:
December 3, 2019.
FOR FURTHER INFORMATION CONTACT:
Sean Robinson, 202–268–8405.
SUPPLEMENTARY INFORMATION: The
United States Postal Service® hereby
gives notice that, pursuant to 39 U.S.C.
3642 and 3632(b)(3), on November 26,
2019, it filed with the Postal Regulatory
18:27 Dec 02, 2019
Jkt 250001
Sean Robinson, 202–268–8405.
The
United States Postal Service® hereby
gives notice that, pursuant to 39 U.S.C.
3642 and 3632(b)(3), on November 26,
2019, it filed with the Postal Regulatory
Commission a USPS Request to Add
Priority Mail & First-Class Package
Service Contract 129 to Competitive
Product List. Documents are available at
www.prc.gov, Docket Nos. MC2020–37,
CP2020–35.
SUPPLEMENTARY INFORMATION:
Sean Robinson,
Attorney, Corporate and Postal Business Law.
[FR Doc. 2019–26049 Filed 12–2–19; 8:45 am]
BILLING CODE 7710–12–P
Postal ServiceTM.
ACTION: Notice.
ServiceTM.
SUMMARY:
FOR FURTHER INFORMATION CONTACT:
AGENCY:
Sean Robinson,
Attorney, Corporate and Postal Business Law.
Product Change—Priority Mail and
First-Class Package Service
Negotiated Service Agreement
lotter on DSKBCFDHB2PROD with NOTICES
Commission a USPS Request to Add
Priority Mail & First-Class Package
Service Contract 132 to Competitive
Product List. Documents are available at
www.prc.gov, Docket Nos. MC2020–41,
CP2020–39.
Product Change—Priority Mail and
First-Class Package Service
Negotiated Service Agreement
Postal ServiceTM.
Notice.
AGENCY:
ACTION:
The Postal Service gives
notice of filing a request with the Postal
Regulatory Commission to add a
domestic shipping services contract to
the list of Negotiated Service
Agreements in the Mail Classification
Schedule’s Competitive Products List.
DATES: Date of required notice:
December 3, 2019.
SUMMARY:
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SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–87635; File No. SR–
CboeEDGX–2019–059]
Self-Regulatory Organizations; Cboe
EDGX Exchange, Inc.; Suspension of
and Order Instituting Proceedings To
Determine Whether To Approve or
Disapprove a Proposed Rule Change
To Introduce a Small Retail Broker
Distribution Program
November 26, 2019.
I. Introduction
On October 1, 2019, Cboe EDGX
Exchange, Inc. (the ‘‘Exchange’’ or
‘‘EDGX’’) filed with the Securities and
Exchange Commission (‘‘Commission’’),
pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934
(‘‘Act’’),1 and Rule 19b–4 thereunder,2 a
proposed rule change to amend the
EDGX fee schedule to introduce a Small
Retail Broker Distribution Program (the
‘‘Program’’). The proposed rule change
was immediately effective upon filing
with the Commission pursuant to
Section 19(b)(3)(A) of the Act.3 The
proposed rule change was published for
comment in the Federal Register on
October 17, 2019.4 The Commission
received no comment letters regarding
the proposed rule change. Under
Section 19(b)(3)(C) of the Act,5 the
Commission is hereby: (i) Temporarily
suspending the proposed rule change;
and (ii) instituting proceedings to
determine whether to approve or
disapprove the proposed rule change.
1 15
U.S.C. 78s(b)(1).
CFR 240.19b–4.
3 15 U.S.C. 78s(b)(3)(A).
4 See Securities Exchange Act Release No. 86678
(October 11, 2019), 84 FR 55624 (‘‘Notice’’).
5 15 U.S.C. 78s(b)(3)(C).
2 17
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Federal Register / Vol. 84, No. 232 / Tuesday, December 3, 2019 / Notices
II. Description of the Proposed Rule
Change
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The Exchange proposes to amend its
fee schedule to introduce a pricing
program that would allow certain
Distributors 6 to purchase top of book
market data from the Exchange at
discounted fees. Currently, the
Exchange offers two top of book data
feeds that provide quote and trade
information. First, the Exchange charges
a fee of $1,500 per month for external
distribution of EDGX Top Feed 7 and a
fee of $4 per month for each
Professional User and $0.10 per month
for each Non-Professional User.8
Second, the Exchange charges $5,000
per month for external distribution of
Cboe One Summary Feed 9 and a Data
Consolidation Fee of $1,000 per month.
The Exchange also charges a fee $10 per
month for each Professional User and
$0.25 for each Non-Professional User.
Under the Exchange’s proposal,
Distributors that qualify for the Program
would be charged a discounted fee of
$750 per month for the distribution of
EDGX Top Feed and $3,500 per month
for the distribution of Cboe One
Summary Feed. Distributors that qualify
for the Program would also be charged
a discounted Data Consolidation Fee of
6 A Distributor of an Exchange market data
product is any entity that receives the Exchange
market data product directly from the Exchange or
indirectly through another entity and then
distributes it internally or externally to a third
party. See EDGX Fee Schedule.
7 EDGX Top is an uncompressed data feed that
offers top of book quotations and execution
information based on equity orders entered in the
Exchange. See Notice, supra note 4, 84 FR at 55624.
8 A ‘‘Professional User’’ of an Exchange market
data product is any user other than a NonProfessional User. See EDGX Fee Schedule. A
‘‘Non-Professional User’’ of an Exchange market
data product is a natural person or qualifying trust
that uses data only for personal purposes and not
for any commercial purpose and, for a natural
person who works in the United States, is not: (i)
Registered or qualified in any capacity with the
Commission, the Commodities Futures Trading
Commission, any state securities agency, any
securities exchange or association, or any
commodities or futures contract market or
association; (ii) engaged as an ‘‘investment adviser’’
as that term is defined in Section 202(a)(11) of the
Investment Advisors Act of 1940 (whether or not
registered or qualified under that Act); or (iii)
employed by a bank or other organization exempt
from registration under federal or state securities
laws to perform functions that would require
registration or qualification if such functions were
performed for an organization not so exempt; or, for
a natural person who works outside of the United
States, does not perform the same functions as
would disqualify such person as a Non-Professional
User if he or she worked in the United States. Id.
9 Cboe One Summary Feed is a data feed that
offers top of book quotations and execution
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. See Notice,
supra note 4, 84 FR at 55624–25.
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18:27 Dec 02, 2019
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$350 for Cboe One Summary Feed. The
Exchange would continue to charge the
current Professional and NonProfessional User fees for both data
feeds.
In order to qualify for the Program, a
Distributor must meet the following
criteria for each respective data feed: (i)
Distributor is a broker-dealer
distributing EDGX Top Data Feed or
Cboe One Summary Feed to NonProfessional Data Users with whom the
broker-dealer has a brokerage
relationship; (ii) more than 50% of the
Distributor’s total subscriber population
must consist of Non-Professional
subscribers, inclusive of any subscribers
not receiving EDGX Top Data/Cboe One
Summary Feed; and (iii) Distributor
distributes EDGX Top Data/Cboe One
Summary Feed to no more than 5,000
Non-Professional Data Users.
III. Suspension of the Proposed Rule
Change
Pursuant to Section 19(b)(3)(C) of the
Act,10 at any time within 60 days of the
date of filing of a proposed rule change
pursuant to Section 19(b)(1) of the
Act,11 the Commission summarily may
temporarily suspend the change in the
rules of a self-regulatory organization
(’’SRO’’) 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. As discussed below, the
Commission believes a temporary
suspension of the proposed rule change
is necessary and appropriate to allow for
additional analysis of the proposed rule
change’s consistency with the Act and
the rules thereunder.
A fee change to introduce the Program
was originally filed on August 1, 2018.
That proposal, CboeEDGX–2019–048,
was published for comment in the
Federal Register on August 20, 2019.12
The Commission received no comment
letters regarding the proposed rule
change. On September 30, 2019, the
Division of Trading and Markets (the
‘‘Division’’), acting on behalf of the
Commission by delegated authority,
issued an order temporarily suspending
CboeEDGX–2019–048 pursuant to
Section 19(b)(3)(C) of the Act 13 and
simultaneously instituting proceedings
under Section 19(b)(2)(B) of the Act 14 to
10 15
U.S.C. 78s(b)(3)(C).
U.S.C. 78s(b)(1).
12 See Securities Exchange Act Release No. 86678
(August 14, 2019), 84 FR 43246.
13 15 U.S.C. 78s(b)(3)(C).
14 15 U.S.C. 78s(b)(2)(B).
11 15
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66243
determine whether to approve or
disapprove that proposal.15
The Exchange continues to assert that
the proposed fees for the Program ‘‘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 exchanges to their
retail investor clients.’’ 16 The Exchange
also asserts 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.’’ 17 Finally, the Exchange
states that while the proposed fees are
limited to smaller firms that distribute
data to no more than 5,000 NonProfessional data users, it does not
believe that the proposed fees for the
Program are inequitable or unfairly
discriminatory.18
When exchanges file their proposed
rule changes with the Commission,
including fee filings like the Exchange’s
present proposal, they are required to
provide a statement supporting the
proposal’s basis under the Act and the
rules and regulations thereunder
applicable to the exchange.19 The
instructions to Form 19b–4, on which
exchanges file their proposed rule
changes, specify that such statement
‘‘should be sufficiently detailed and
specific to support a finding that the
proposed rule change is consistent with
[those] requirements.’’ 20
Among other things, exchange
proposed rule changes are subject to
Section 6 of the Act, including Sections
6(b)(4), (5), and (8), which requires the
rules of an exchange to: (1) Provide for
the equitable allocation of reasonable
fees among members, issuers, and other
persons using the exchange’s
facilities; 21 (2) perfect the mechanism of
a free and open market and a national
market system, protect investors and the
public interest, and not be designed to
permit unfair discrimination between
customers, issuers, brokers, or
dealers; 22 and (3) not impose any
burden on competition not necessary or
15 See Securities Exchange Act Release No. 87163
(September 30, 2019), 84 FR 53203.
16 See Notice, supra note 4, 84 FR at 55627.
17 Id.
18 See id. at 55628.
19 See 17 CFR 240.19b–4 (Item 3 entitled ‘‘SelfRegulatory Organization’s Statement of the Purpose
of, and Statutory Basis for, the Proposed Rule
Change’’).
20 See id.
21 15 U.S.C. 78f(b)(4).
22 15 U.S.C. 78f(b)(5).
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Federal Register / Vol. 84, No. 232 / Tuesday, December 3, 2019 / Notices
appropriate in furtherance of the
purposes of the Act.23
In temporarily suspending the
Exchange’s fee change, the Commission
intends to further consider whether the
establishment of the Program is
consistent with the statutory
requirements applicable to a national
securities exchange under the Act. In
particular, the Commission will
consider whether the proposed rule
change satisfies the standards under the
Act and the rules thereunder requiring,
among other things, that an exchange’s
rules provide for the equitable
allocation of reasonable fees among
members, issuers, and other persons
using its facilities; not permit unfair
discrimination between customers,
issuers, brokers or dealers; and do not
impose any burden on competition not
necessary or appropriate in furtherance
of the purposes of the Act.24
Therefore, the Commission finds that
it is appropriate in the public interest,
for the protection of investors, and
otherwise in furtherance of the purposes
of the Act, to temporarily suspend the
proposed rule changes.25
IV. Proceedings To Determine Whether
To Approve or Disapprove the
Proposed Rule Change
The Commission is instituting
proceedings pursuant to Sections
19(b)(3)(C) 26 and 19(b)(2)(B) of the
Act 27 to determine whether the
proposed rule change should be
approved or disapproved. Institution of
proceedings does not indicate that the
Commission has reached any
conclusions with respect to any of the
issues involved. Rather, the Commission
seeks and encourages interested persons
to provide additional comment on the
proposed rule change to inform the
Commission’s analysis of whether to
disapprove the proposed rule change.
Pursuant to Section 19(b)(2)(B) of the
Act,28 the Commission is providing
notice of the grounds for possible
disapproval under consideration:
• Section 6(b)(4) of the Act, which
requires that the rules of a national
23 15
U.S.C. 78f(b)(8).
15 U.S.C. 78f(b)(4), (5), and (8),
respectively.
25 For purposes of temporarily suspending the
proposed rule change, the Commission has
considered the proposed rule’s impact on
efficiency, competition, and capital formation. See
15 U.S.C. 78c(f).
26 15 U.S.C. 78s(b)(3)(C). Once the Commission
temporarily suspends a proposed rule change,
Section 19(b)(3)(C) of the Act requires that the
Commission institute proceedings under Section
19(b)(2)(B) to determine whether a proposed rule
change should be approved or disapproved.
27 15 U.S.C. 78s(b)(2)(B).
28 15 U.S.C. 78s(b)(2)(B).
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24 See
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18:27 Dec 02, 2019
Jkt 250001
securities exchange ‘‘provide for the
equitable allocation of reasonable dues,
fees, and other charges among its
members and issuers and other persons
using its facilities,’’ 29
• Section 6(b)(5) of the Act, which
requires, among other things, that the
rules of a national securities exchange
be ‘‘designed to perfect the operation of
a free and open market and a national
market system’’ and ‘‘protect investors
and the public interest,’’ and not be
‘‘designed to permit unfair
discrimination between customers,
issuers, brokers, or dealers,’’ 30 and
• Section 6(b)(8) of the Act, which
requires that the rules of a national
securities exchange ‘‘not impose any
burden on competition not necessary or
appropriate in furtherance of the
purposes of [the Act].’’ 31
As noted above, the proposal
establishes new discounted fees for
Distributors of the Exchange’s two top of
book data feeds. The Commission notes
that the Exchange’s statements in
support of the proposed rule change are
general in nature and lack detail and
specificity. The Exchange states that it
operates in a highly competitive
environment, and its ability to price top
of book data products is constrained by
(i) competition among other national
securities exchanges that offer similar
data products to their customers; and
(ii) real-time consolidated data
disseminated by the securities
information processors.32 The Exchange
also states that the proposed Program
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.33 The Exchange notes that it has
one distributor that qualifies and is
taking advantage of the Program’s
pricing,34 and notes that Program’s fees
are often lower than Nasdaq’s fees.35
The Exchange also notes that ‘‘[w]hile
there is no ‘exact science’ to choosing
one eligibility threshold compared to
another, the Exchange believes that
having more Non-Professional Data
Users across a firm’s entire business
. . . is indicative of a broker-dealer that
is primarily engaged in the business of
serving retail investors.’’ 36 The
Exchange states that larger brokerdealers and/or vendors benefit from
lower subscriber fees and enterprise
29 15
U.S.C. 78f(b)(4).
U.S.C. 78f(b)(5).
31 15 U.S.C. 78f(b)(8).
32 See Notice, supra note 4, 84 FR at 55625–26.
33 See id. at 55626.
34 See id. at 55626–28.
35 See id. at 55628–29.
36 Id. at 55627.
licenses, that Distributors that provide
data to more than 5,000 NonProfessional data users ‘‘enjoy cost
savings compared to competitor
products,’’ and that the proposed fees
would ‘‘ensure that small retail brokers
that distribute top of book data to their
retail investor customers could also
benefit from reduced pricing . . .’’ 37
Under the Commission’s Rules of
Practice, the ‘‘burden to demonstrate
that a proposed rule change is
consistent with the [Act] and the rules
and regulations issued thereunder . . .
is on the [SRO] that proposed the rule
change.’’ 38 The description of a
proposed rule change, its purpose and
operation, its effect, and a legal analysis
of its consistency with applicable
requirements must all be sufficiently
detailed and specific to support an
affirmative Commission finding,39 and
any failure of an SRO to provide this
information may result in the
Commission not having a sufficient
basis to make an affirmative finding that
a proposed rule change is consistent
with the Act and the applicable rules
and regulations.40
The Commission is instituting
proceedings to allow for additional
consideration and comment on the
issues raised herein, including as to
whether the proposed fees are
consistent with the Act, and
specifically, with its requirements that
exchange fees be reasonable and
equitably allocated; be designed to
perfect the mechanism of a free and
open market and the national market
system, protect investors and the public
interest, and not be unfairly
discriminatory; or not impose an
unnecessary or inappropriate burden on
competition.41
V. Commission’s Solicitation of
Comments
The Commission requests written
views, data, and arguments with respect
to the concerns identified above as well
as any other relevant concerns. Such
comments should be submitted by
December 24, 2019. Rebuttal comments
should be submitted by January 7, 2020.
Although there do not appear to be any
issues relevant to approval or
disapproval which would be facilitated
by an oral presentation of views, data,
and arguments, the Commission will
consider, pursuant to Rule 19b–4, any
30 15
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37 Id.
at 55628.
700(b)(3), Commission Rules of Practice,
17 CFR 201.700(b)(3).
39 See id.
40 See id.
41 See 15 U.S.C. 78f(b)(4), (5), and (8).
38 Rule
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Federal Register / Vol. 84, No. 232 / Tuesday, December 3, 2019 / Notices
request for an opportunity to make an
oral presentation.42
The Commission asks that
commenters address the sufficiency and
merit of the Exchange’s statements in
support of the proposal, in addition to
any other comments they may wish to
submit about the proposed rule change.
Interested persons are invited to
submit written data, views, and
arguments concerning the proposed rule
change, 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–
CboeEDGX–2019–059 on the subject
line.
Paper Comments
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• 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–2019–059. 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
42 15 U.S.C. 78s(b)(2). Section 19(b)(2) of the Act
grants the Commission flexibility to determine what
type of proceeding—either oral or notice and
opportunity for written comments—is appropriate
for consideration of a particular proposal by an
SRO. See Securities Acts Amendments of 1975,
Report of the Senate Committee on Banking,
Housing and Urban Affairs to Accompany S. 249,
S. Rep. No. 75, 94th Cong., 1st Sess. 30 (1975).
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18:27 Dec 02, 2019
Jkt 250001
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–2019–059 and
should be submitted on or before
December 24, 2019. Rebuttal comments
should be submitted by January 7, 2020.
VI. Conclusion
It is therefore ordered, pursuant to
Section 19(b)(3)(C) of the Act,43 that File
No. SR–CboeEDGX–2019–059 be and
hereby is, temporarily suspended. In
addition, the Commission is instituting
proceedings to determine whether the
proposed rule change should be
approved or disapproved.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.44
Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2019–26055 Filed 12–2–19; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–87629; File No. SR–
CboeBZX–2019–086]
Self-Regulatory Organizations; Cboe
BZX Exchange, Inc.; Suspension of
and Order Instituting Proceedings To
Determine Whether To Approve or
Disapprove a Proposed Rule Change
To Introduce a Small Retail Broker
Distribution Program
November 26, 2019.
I. Introduction
On October 1, 2019, Cboe BZX
Exchange, Inc. (the ‘‘Exchange’’ or
‘‘BZX’’) filed with the Securities and
Exchange Commission (‘‘Commission’’),
pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934
(‘‘Act’’),1 and Rule 19b–4 thereunder,2 a
proposed rule change to amend the BZX
fee schedule to introduce a Small Retail
Broker Distribution Program (the
‘‘Program’’). The proposed rule change
was immediately effective upon filing
with the Commission pursuant to
Section 19(b)(3)(A) of the Act.3 The
proposed rule change was published for
comment in the Federal Register on
43 15
U.S.C. 78s(b)(3)(C).
CFR 200.30–3(a)(57) and (58).
1 15 U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
3 15 U.S.C. 78s(b)(3)(A).
44 17
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66245
October 21, 2019.4 The Commission
received no comment letters regarding
the proposed rule change. Under
Section 19(b)(3)(C) of the Act,5 the
Commission is hereby: (i) Temporarily
suspending the proposed rule change;
and (ii) instituting proceedings to
determine whether to approve or
disapprove the proposed rule change.
II. Description of the Proposed Rule
Change
The Exchange proposes to amend its
fee schedule to introduce a pricing
program that would allow certain
Distributors 6 to purchase the Cboe One
Summary Feed 7 from the Exchange at
discounted fees. Currently, the
Exchange charges $5,000 per month for
external distribution of Cboe One
Summary Feed, and a Data
Consolidation Fee of $1,000 per month.
The Exchange also charges a fee $10 per
month for each Professional User and
$0.25 for each Non-Professional User.8
Under the Exchange’s proposal,
Distributors that qualify for the Program
would be charged a discounted fee of
$3,500 per month for the distribution of
Cboe One Summary Feed. Distributors
that qualify for the Program would also
be charged a discounted Data
Consolidation Fee of $350 for Cboe One
Summary Feed. The Exchange would
4 See Securities Exchange Act Release No. 87312
(October 15, 2019), 84 FR 56235 (‘‘Notice’’).
5 15 U.S.C. 78s(b)(3)(C).
6 A Distributor of an Exchange market data
product is any entity that receives the Exchange
market data product directly from the Exchange or
indirectly through another entity and then
distributes it internally or externally to a third
party. See BZX Fee Schedule.
7 Cboe One Summary Feed is a data feed that
offers top of book quotations and execution
information based on equity orders submitted to the
Exchange and its affiliated equities exchanges, i.e.,
Cboe EDGA Exchange, Inc., Cboe EDGX Exchange,
Inc., and Cboe BYX Exchange, Inc. See Notice,
supra note 4, 84 FR at 56235.
8 A ‘‘Professional User’’ of an Exchange market
data product is any user other than a NonProfessional User. See BZX Fee Schedule. A ‘‘NonProfessional User’’ of an Exchange market data
product is a natural person or qualifying trust that
uses data only for personal purposes and not for
any commercial purpose and, for a natural person
who works in the United States, is not: (i)
Registered or qualified in any capacity with the
Commission, the Commodities Futures Trading
Commission, any state securities agency, any
securities exchange or association, or any
commodities or futures contract market or
association; (ii) engaged as an ‘‘investment adviser’’
as that term is defined in Section 202(a)(11) of the
Investment Advisors Act of 1940 (whether or not
registered or qualified under that Act); or (iii)
employed by a bank or other organization exempt
from registration under federal or state securities
laws to perform functions that would require
registration or qualification if such functions were
performed for an organization not so exempt; or, for
a natural person who works outside of the United
States, does not perform the same functions as
would disqualify such person as a Non-Professional
User if he or she worked in the United States. Id.
E:\FR\FM\03DEN1.SGM
03DEN1
]]>Agencies
[Federal Register Volume 84, Number 232 (Tuesday, December 3, 2019)]
[Notices]
[Pages 66242-66245]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-26055]
=======================================================================
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-87635; File No. SR-CboeEDGX-2019-059]
Self-Regulatory Organizations; Cboe EDGX Exchange, Inc.;
Suspension of and Order Instituting Proceedings To Determine Whether To
Approve or Disapprove a Proposed Rule Change To Introduce a Small
Retail Broker Distribution Program
November 26, 2019.
I. Introduction
On October 1, 2019, Cboe EDGX Exchange, Inc. (the ``Exchange'' or
``EDGX'') filed with the Securities and Exchange Commission
(``Commission''), pursuant to Section 19(b)(1) of the Securities
Exchange Act of 1934 (``Act''),\1\ and Rule 19b-4 thereunder,\2\ a
proposed rule change to amend the EDGX fee schedule to introduce a
Small Retail Broker Distribution Program (the ``Program''). The
proposed rule change was immediately effective upon filing with the
Commission pursuant to Section 19(b)(3)(A) of the Act.\3\ The proposed
rule change was published for comment in the Federal Register on
October 17, 2019.\4\ The Commission received no comment letters
regarding the proposed rule change. Under Section 19(b)(3)(C) of the
Act,\5\ the Commission is hereby: (i) Temporarily suspending the
proposed rule change; and (ii) instituting proceedings to determine
whether to approve or disapprove the proposed rule change.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
\3\ 15 U.S.C. 78s(b)(3)(A).
\4\ See Securities Exchange Act Release No. 86678 (October 11,
2019), 84 FR 55624 (``Notice'').
\5\ 15 U.S.C. 78s(b)(3)(C).
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[[Page 66243]]
II. Description of the Proposed Rule Change
The Exchange proposes to amend its fee schedule to introduce a
pricing program that would allow certain Distributors \6\ to purchase
top of book market data from the Exchange at discounted fees.
Currently, the Exchange offers two top of book data feeds that provide
quote and trade information. First, the Exchange charges a fee of
$1,500 per month for external distribution of EDGX Top Feed \7\ and a
fee of $4 per month for each Professional User and $0.10 per month for
each Non-Professional User.\8\ Second, the Exchange charges $5,000 per
month for external distribution of Cboe One Summary Feed \9\ and a Data
Consolidation Fee of $1,000 per month. The Exchange also charges a fee
$10 per month for each Professional User and $0.25 for each Non-
Professional User.
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\6\ A Distributor of an Exchange market data product is any
entity that receives the Exchange market data product directly from
the Exchange or indirectly through another entity and then
distributes it internally or externally to a third party. See EDGX
Fee Schedule.
\7\ EDGX Top is an uncompressed data feed that offers top of
book quotations and execution information based on equity orders
entered in the Exchange. See Notice, supra note 4, 84 FR at 55624.
\8\ A ``Professional User'' of an Exchange market data product
is any user other than a Non-Professional User. See EDGX Fee
Schedule. A ``Non-Professional User'' of an Exchange market data
product is a natural person or qualifying trust that uses data only
for personal purposes and not for any commercial purpose and, for a
natural person who works in the United States, is not: (i)
Registered or qualified in any capacity with the Commission, the
Commodities Futures Trading Commission, any state securities agency,
any securities exchange or association, or any commodities or
futures contract market or association; (ii) engaged as an
``investment adviser'' as that term is defined in Section 202(a)(11)
of the Investment Advisors Act of 1940 (whether or not registered or
qualified under that Act); or (iii) employed by a bank or other
organization exempt from registration under federal or state
securities laws to perform functions that would require registration
or qualification if such functions were performed for an
organization not so exempt; or, for a natural person who works
outside of the United States, does not perform the same functions as
would disqualify such person as a Non-Professional User if he or she
worked in the United States. Id.
\9\ Cboe One Summary Feed is a data feed that offers top of book
quotations and execution 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. See Notice, supra note 4, 84 FR at 55624-25.
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Under the Exchange's proposal, Distributors that qualify for the
Program would be charged a discounted fee of $750 per month for the
distribution of EDGX Top Feed and $3,500 per month for the distribution
of Cboe One Summary Feed. Distributors that qualify for the Program
would also be charged a discounted Data Consolidation Fee of $350 for
Cboe One Summary Feed. The Exchange would continue to charge the
current Professional and Non-Professional User fees for both data
feeds.
In order to qualify for the Program, a Distributor must meet the
following criteria for each respective data feed: (i) Distributor is a
broker-dealer distributing EDGX Top Data Feed or Cboe One Summary Feed
to Non-Professional Data Users with whom the broker-dealer has a
brokerage relationship; (ii) more than 50% of the Distributor's total
subscriber population must consist of Non-Professional subscribers,
inclusive of any subscribers not receiving EDGX Top Data/Cboe One
Summary Feed; and (iii) Distributor distributes EDGX Top Data/Cboe One
Summary Feed to no more than 5,000 Non-Professional Data Users.
III. Suspension of the Proposed Rule Change
Pursuant to Section 19(b)(3)(C) of the Act,\10\ at any time within
60 days of the date of filing of a proposed rule change pursuant to
Section 19(b)(1) of the Act,\11\ the Commission summarily may
temporarily suspend the change in the rules of a self-regulatory
organization (''SRO'') 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.
As discussed below, the Commission believes a temporary suspension of
the proposed rule change is necessary and appropriate to allow for
additional analysis of the proposed rule change's consistency with the
Act and the rules thereunder.
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\10\ 15 U.S.C. 78s(b)(3)(C).
\11\ 15 U.S.C. 78s(b)(1).
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A fee change to introduce the Program was originally filed on
August 1, 2018. That proposal, CboeEDGX-2019-048, was published for
comment in the Federal Register on August 20, 2019.\12\ The Commission
received no comment letters regarding the proposed rule change. On
September 30, 2019, the Division of Trading and Markets (the
``Division''), acting on behalf of the Commission by delegated
authority, issued an order temporarily suspending CboeEDGX-2019-048
pursuant to Section 19(b)(3)(C) of the Act \13\ and simultaneously
instituting proceedings under Section 19(b)(2)(B) of the Act \14\ to
determine whether to approve or disapprove that proposal.\15\
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\12\ See Securities Exchange Act Release No. 86678 (August 14,
2019), 84 FR 43246.
\13\ 15 U.S.C. 78s(b)(3)(C).
\14\ 15 U.S.C. 78s(b)(2)(B).
\15\ See Securities Exchange Act Release No. 87163 (September
30, 2019), 84 FR 53203.
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The Exchange continues to assert that the proposed fees for the
Program ``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 exchanges to their retail
investor clients.'' \16\ The Exchange also asserts 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.'' \17\
Finally, the Exchange states that while the proposed fees are limited
to smaller firms that distribute data to no more than 5,000 Non-
Professional data users, it does not believe that the proposed fees for
the Program are inequitable or unfairly discriminatory.\18\
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\16\ See Notice, supra note 4, 84 FR at 55627.
\17\ Id.
\18\ See id. at 55628.
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When exchanges file their proposed rule changes with the
Commission, including fee filings like the Exchange's present proposal,
they are required to provide a statement supporting the proposal's
basis under the Act and the rules and regulations thereunder applicable
to the exchange.\19\ The instructions to Form 19b-4, on which exchanges
file their proposed rule changes, specify that such statement ``should
be sufficiently detailed and specific to support a finding that the
proposed rule change is consistent with [those] requirements.'' \20\
---------------------------------------------------------------------------
\19\ See 17 CFR 240.19b-4 (Item 3 entitled ``Self-Regulatory
Organization's Statement of the Purpose of, and Statutory Basis for,
the Proposed Rule Change'').
\20\ See id.
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Among other things, exchange proposed rule changes are subject to
Section 6 of the Act, including Sections 6(b)(4), (5), and (8), which
requires the rules of an exchange to: (1) Provide for the equitable
allocation of reasonable fees among members, issuers, and other persons
using the exchange's facilities; \21\ (2) perfect the mechanism of a
free and open market and a national market system, protect investors
and the public interest, and not be designed to permit unfair
discrimination between customers, issuers, brokers, or dealers; \22\
and (3) not impose any burden on competition not necessary or
[[Page 66244]]
appropriate in furtherance of the purposes of the Act.\23\
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\21\ 15 U.S.C. 78f(b)(4).
\22\ 15 U.S.C. 78f(b)(5).
\23\ 15 U.S.C. 78f(b)(8).
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In temporarily suspending the Exchange's fee change, the Commission
intends to further consider whether the establishment of the Program is
consistent with the statutory requirements applicable to a national
securities exchange under the Act. In particular, the Commission will
consider whether the proposed rule change satisfies the standards under
the Act and the rules thereunder requiring, among other things, that an
exchange's rules provide for the equitable allocation of reasonable
fees among members, issuers, and other persons using its facilities;
not permit unfair discrimination between customers, issuers, brokers or
dealers; and do not impose any burden on competition not necessary or
appropriate in furtherance of the purposes of the Act.\24\
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\24\ See 15 U.S.C. 78f(b)(4), (5), and (8), respectively.
---------------------------------------------------------------------------
Therefore, the Commission finds that it is appropriate in the
public interest, for the protection of investors, and otherwise in
furtherance of the purposes of the Act, to temporarily suspend the
proposed rule changes.\25\
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\25\ For purposes of temporarily suspending the proposed rule
change, the Commission has considered the proposed rule's impact on
efficiency, competition, and capital formation. See 15 U.S.C.
78c(f).
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IV. Proceedings To Determine Whether To Approve or Disapprove the
Proposed Rule Change
The Commission is instituting proceedings pursuant to Sections
19(b)(3)(C) \26\ and 19(b)(2)(B) of the Act \27\ to determine whether
the proposed rule change should be approved or disapproved. Institution
of proceedings does not indicate that the Commission has reached any
conclusions with respect to any of the issues involved. Rather, the
Commission seeks and encourages interested persons to provide
additional comment on the proposed rule change to inform the
Commission's analysis of whether to disapprove the proposed rule
change.
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\26\ 15 U.S.C. 78s(b)(3)(C). Once the Commission temporarily
suspends a proposed rule change, Section 19(b)(3)(C) of the Act
requires that the Commission institute proceedings under Section
19(b)(2)(B) to determine whether a proposed rule change should be
approved or disapproved.
\27\ 15 U.S.C. 78s(b)(2)(B).
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Pursuant to Section 19(b)(2)(B) of the Act,\28\ the Commission is
providing notice of the grounds for possible disapproval under
consideration:
---------------------------------------------------------------------------
\28\ 15 U.S.C. 78s(b)(2)(B).
---------------------------------------------------------------------------
Section 6(b)(4) of the Act, which requires that the rules
of a national securities exchange ``provide for the equitable
allocation of reasonable dues, fees, and other charges among its
members and issuers and other persons using its facilities,'' \29\
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\29\ 15 U.S.C. 78f(b)(4).
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Section 6(b)(5) of the Act, which requires, among other
things, that the rules of a national securities exchange be ``designed
to perfect the operation of a free and open market and a national
market system'' and ``protect investors and the public interest,'' and
not be ``designed to permit unfair discrimination between customers,
issuers, brokers, or dealers,'' \30\ and
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\30\ 15 U.S.C. 78f(b)(5).
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Section 6(b)(8) of the Act, which requires that the rules
of a national securities exchange ``not impose any burden on
competition not necessary or appropriate in furtherance of the purposes
of [the Act].'' \31\
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\31\ 15 U.S.C. 78f(b)(8).
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As noted above, the proposal establishes new discounted fees for
Distributors of the Exchange's two top of book data feeds. The
Commission notes that the Exchange's statements in support of the
proposed rule change are general in nature and lack detail and
specificity. The Exchange states that it operates in a highly
competitive environment, and its ability to price top of book data
products is constrained by (i) competition among other national
securities exchanges that offer similar data products to their
customers; and (ii) real-time consolidated data disseminated by the
securities information processors.\32\ The Exchange also states that
the proposed Program 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.\33\ The Exchange notes that it has one
distributor that qualifies and is taking advantage of the Program's
pricing,\34\ and notes that Program's fees are often lower than
Nasdaq's fees.\35\ The Exchange also notes that ``[w]hile there is no
`exact science' to choosing one eligibility threshold compared to
another, the Exchange believes that having more Non-Professional Data
Users across a firm's entire business . . . is indicative of a broker-
dealer that is primarily engaged in the business of serving retail
investors.'' \36\ The Exchange states that larger broker-dealers and/or
vendors benefit from lower subscriber fees and enterprise licenses,
that Distributors that provide data to more than 5,000 Non-Professional
data users ``enjoy cost savings compared to competitor products,'' and
that the proposed fees would ``ensure that small retail brokers that
distribute top of book data to their retail investor customers could
also benefit from reduced pricing . . .'' \37\
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\32\ See Notice, supra note 4, 84 FR at 55625-26.
\33\ See id. at 55626.
\34\ See id. at 55626-28.
\35\ See id. at 55628-29.
\36\ Id. at 55627.
\37\ Id. at 55628.
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Under the Commission's Rules of Practice, the ``burden to
demonstrate that a proposed rule change is consistent with the [Act]
and the rules and regulations issued thereunder . . . is on the [SRO]
that proposed the rule change.'' \38\ The description of a proposed
rule change, its purpose and operation, its effect, and a legal
analysis of its consistency with applicable requirements must all be
sufficiently detailed and specific to support an affirmative Commission
finding,\39\ and any failure of an SRO to provide this information may
result in the Commission not having a sufficient basis to make an
affirmative finding that a proposed rule change is consistent with the
Act and the applicable rules and regulations.\40\
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\38\ Rule 700(b)(3), Commission Rules of Practice, 17 CFR
201.700(b)(3).
\39\ See id.
\40\ See id.
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The Commission is instituting proceedings to allow for additional
consideration and comment on the issues raised herein, including as to
whether the proposed fees are consistent with the Act, and
specifically, with its requirements that exchange fees be reasonable
and equitably allocated; be designed to perfect the mechanism of a free
and open market and the national market system, protect investors and
the public interest, and not be unfairly discriminatory; or not impose
an unnecessary or inappropriate burden on competition.\41\
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\41\ See 15 U.S.C. 78f(b)(4), (5), and (8).
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V. Commission's Solicitation of Comments
The Commission requests written views, data, and arguments with
respect to the concerns identified above as well as any other relevant
concerns. Such comments should be submitted by December 24, 2019.
Rebuttal comments should be submitted by January 7, 2020. Although
there do not appear to be any issues relevant to approval or
disapproval which would be facilitated by an oral presentation of
views, data, and arguments, the Commission will consider, pursuant to
Rule 19b-4, any
[[Page 66245]]
request for an opportunity to make an oral presentation.\42\
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\42\ 15 U.S.C. 78s(b)(2). Section 19(b)(2) of the Act grants the
Commission flexibility to determine what type of proceeding--either
oral or notice and opportunity for written comments--is appropriate
for consideration of a particular proposal by an SRO. See Securities
Acts Amendments of 1975, Report of the Senate Committee on Banking,
Housing and Urban Affairs to Accompany S. 249, S. Rep. No. 75, 94th
Cong., 1st Sess. 30 (1975).
---------------------------------------------------------------------------
The Commission asks that commenters address the sufficiency and
merit of the Exchange's statements in support of the proposal, in
addition to any other comments they may wish to submit about the
proposed rule change.
Interested persons are invited to submit written data, views, and
arguments concerning the proposed rule change, 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-CboeEDGX-2019-059 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-2019-059. 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-2019-059 and should be
submitted on or before December 24, 2019. Rebuttal comments should be
submitted by January 7, 2020.
VI. Conclusion
It is therefore ordered, pursuant to Section 19(b)(3)(C) of the
Act,\43\ that File No. SR-CboeEDGX-2019-059 be and hereby is,
temporarily suspended. In addition, the Commission is instituting
proceedings to determine whether the proposed rule change should be
approved or disapproved.
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\43\ 15 U.S.C. 78s(b)(3)(C).
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\44\
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\44\ 17 CFR 200.30-3(a)(57) and (58).
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Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2019-26055 Filed 12-2-19; 8:45 am]
BILLING CODE 8011-01-P
