Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend Its Fee Schedule, 27937-27940 [2023-09334]
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Federal Register / Vol. 88, No. 85 / Wednesday, May 3, 2023 / Notices
Filing Dates: The application was
filed on March 6, 2023, and amended on
April 17, 2023.
Applicant’s Address: 7501 Wisconsin
Avenue, Suite 750W, Bethesda,
Maryland 20814.
VALIC Company II [File No. 811–
08789]
Summary: Applicant seeks an order
declaring that it has ceased to be an
investment company. The applicant has
transferred its assets to VALIC Company
I, and on April 19, 2021 and May 24,
2021 made a final distribution to its
shareholders based on net asset value.
Expenses of $5,298,100 incurred in
connection with the reorganization were
paid by the applicant’s investment
adviser and the acquiring fund’s
investment adviser, and/or their
affiliates.
Filing Date: The application was filed
on August 16, 2022.
Applicant’s Address: 2919 Allen
Parkway, Houston, Texas 77019.
Zazove Convertible Securities Fund,
Inc. [File No. 811–09189]
Summary: Applicant, a closed-end
investment company, seeks an order
declaring that it has ceased to be an
investment company. Applicant
currently has 76 beneficial owners, is
not presently making an offering of
securities and does not propose to make
any offering of securities. Applicant will
continue to operate as a private
investment fund in reliance on section
3(c)(1) of the Act.
Filing Dates: The application was
filed on November 30, 2022, and
amended on March 30, 2023.
Applicant’s Address: 520 Lake Cook
Road, Suite 178, Deerfield, Illinois
60015.
For the Commission, by the Division of
Investment Management, pursuant to
delegated authority.
Dated: April 28, 2023.
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2023–09402 Filed 5–2–23; 8:45 am]
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BILLING CODE P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–97394; File No. SR–
NYSEAMER–2023–17]
Self-Regulatory Organizations; NYSE
American LLC; Notice of Designation
of a Longer Period for Commission
Action on Proposed New Rule 980NYP
and Conforming Amendments to Rule
935NY
April 27, 2023.
On February 28, 2023, NYSE
American LLC (‘‘Exchange’’) 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 adopt Rule 980NYP
(Electronic Complex Order Trading) to
reflect the implementation of the
Exchange’s PILLAR trading technology
on its options market and to make
conforming amendments to Rule 935NY
(Order Exposure Requirements). The
proposed rule change was published for
comment in the Federal Register on
March 17, 2023.3
Section 19(b)(2) of the Act 4 provides
that, within 45 days of the publication
of notice of the filing of a proposed rule
change, or within such longer period up
to 90 days as the Commission may
designate if it finds such longer period
to be appropriate and publishes its
reasons for so finding, or as to which the
self-regulatory organization consents,
the Commission shall either approve the
proposed rule change, disapprove the
proposed rule change, or institute
proceedings to determine whether the
proposed rule change should be
disapproved. The 45th day after
publication of the notice for this
proposed rule change is May 1, 2023.
The Commission is extending this 45day time period. The Commission finds
that it is appropriate to designate a
longer period within which to take
action on the proposed rule change so
that it has sufficient time to consider the
proposed rule change. Accordingly, the
Commission, pursuant to Section
19(b)(2) of the Act,5 designates June 15,
2023, as the date by which the
Commission shall either approve or
disapprove, or institute proceedings to
determine whether to disapprove, the
1 15
U.S.C. 78s(b)(1).
CFR 240.19b–4.
3 See Securities Exchange Act Release No. 97125
(March 13, 2023), 88 FR 16467.
4 15 U.S.C. 78s(b)(2).
5 Id.
2 17
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proposed rule change (File No. SR–
NYSEAMER–2023–17).
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.6
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2023–09333 Filed 5–2–23; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–97392; File No. SR–
CboeBZX–2023–026]
Self-Regulatory Organizations; Cboe
BZX Exchange, Inc.; Notice of Filing
and Immediate Effectiveness of a
Proposed Rule Change To Amend Its
Fee Schedule
April 27, 2023.
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 April 17,
2023, Cboe BZX Exchange, Inc.
(‘‘Exchange’’ or ‘‘BZX’’) 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.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
Cboe BZX Exchange, Inc. (the
‘‘Exchange’’ or ‘‘BZX’’ or ‘‘BZX
Equities’’) proposes to amend its Fee
Schedule. The text of the proposed rule
change is provided in Exhibit 5.
The text of the proposed rule change
is also available on the Exchange’s
website (https://markets.cboe.com/us/
equities/regulation/rule_filings/bzx/), at
the Exchange’s Office of the Secretary,
and at the Commission’s Public
Reference Room.
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
In its filing with the Commission, the
Exchange included statements
concerning the purpose of and basis for
the proposed rule change and discussed
any comments it received on the
proposed rule change. The text of these
statements may be examined at the
6 17
CFR 200.30–3(a)(31).
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
1 15
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Federal Register / Vol. 88, No. 85 / Wednesday, May 3, 2023 / Notices
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
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1. Purpose
The Exchange proposes to amend its
Fee Schedule applicable to its equities
trading platform (‘‘BZX Equities’’) as
follows: (1) modify Step-Up Tier 1; and
(2) modify the Non-Displayed Step-Up
Tier. The Exchange proposes to
implement the proposed changes to its
fee schedule on April 3, 2023.3
The Exchange first notes that it
operates in a highly competitive market
in which market participants can
readily direct order flow to competing
venues if they deem fee levels at a
particular venue to be excessive or
incentives to be insufficient. More
specifically, the Exchange is only one of
16 registered equities exchanges, as well
as a number of alternative trading
systems and other off-exchange venues
that do not have similar self-regulatory
responsibilities under the Exchange Act,
to which market participants may direct
their order flow. Based on publicly
available information,4 no single
registered equities exchange has more
than 17% of the market share. Thus, in
such a low-concentrated and highly
competitive market, no single equities
exchange possesses significant pricing
power in the execution of order flow.
The Exchange in particular operates a
‘‘Maker-Taker’’ model whereby it pays
credits to Members that add liquidity
and assesses fees to those that remove
liquidity. The Exchange’s fee schedule
sets forth the standard rebates and rates
applied per share for orders that provide
and remove liquidity, respectively.
Currently, for orders in securities priced
at or above $1.00, the Exchange
provides a standard rebate of $0.00160
per share for orders that add liquidity
and assesses a fee of $0.0030 per share
for orders that remove liquidity.5 For
orders in securities priced below $1.00,
the Exchange does not provide a rebate
or assess a fee for orders that add
3 The Exchange initially filed the proposed fee
changes on April 3, 2023 (SR–CboeBZX–2023–022).
On April 17, 2023, the Exchange withdrew that
filing and submitted SR–CboeBZX–2023–025. On
April 17, 2023, the Exchange withdrew SR–
CboeBZX–2023–025 and submitted this proposal.
4 See Cboe Global Markets, U.S. Equities Market
Volume Summary, Month-to-Date (March 24, 2023),
available at https://www.cboe.com//equities/
market_statistics/.
5 See BZX Equities Fee Schedule, Standard Rates.
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liquidity and assesses a fee of 0.30% of
total dollar value for orders that remove
liquidity.6 Additionally, in response to
the competitive environment, the
Exchange also offers tiered pricing
which provides Members opportunities
to qualify for higher rebates or reduced
fees where certain volume criteria and
thresholds are met. Tiered pricing
provides an incremental incentive for
Members to strive for higher tier levels,
which provides increasingly higher
benefits or discounts for satisfying
increasingly more stringent criteria.
Step-Up Tiers
Pursuant to footnote 2 of the Fee
Schedule, the Exchange currently offers
Step Up Tiers (tiers 1 through 4) that
provide Members an opportunity to
receive an enhanced rebate from the
standard rebate for liquidity adding
orders that yield fee codes B,7 V,8 and
Y 9 where they increase their relative
liquidity each month over a
predetermined baseline. The Exchange
now proposes to modify the criteria of
Step-Up Tier 1. The current criteria for
Step-Up Tier 1 is as follows:
• Tier 1 offers an enhanced rebate of
$0.0031 per share for qualifying orders
(i.e., orders yielding fee codes B, V, or
Y) where 1) Member has a Step-Up
ADAV 10 from January 2023 ≥10,000,000
or Member has a Step-Up Add TCV 11
from January 2023 ≥0.10%; and 2)
Member has an ADV 12 ≥0.60% of the
TCV.
The Exchange proposes to modify the
criteria for Step-Up Tier 1 to the
following:
• Proposed Tier 1 would offer an
enhanced rebate of $0.0031 per share for
qualifying orders (i.e., orders yielding
fee codes B, V, or Y) where (1) Member
has a Step-Up Add TCV from January
2023 ≥0.09%; and (2) Member has an
ADV ≥0.60% of the TCV; and (3)
6 Id.
7 Orders yielding Fee Code ‘‘B’’ are displayed
orders adding liquidity to BZX (Tape B).
8 Orders yielding Fee Code ‘‘V’’ are displayed
orders adding liquidity to BZX (Tape A).
9 Orders yielding Fee Code ‘‘Y’’ are displayed
orders adding liquidity to BZX (Tape C).
10 ‘‘Step-Up ADAV’’ means ADAV in the relevant
baseline month subtracted from current ADAV.
ADAV means average daily added volume
calculated as the number of shares added per day.
ADAV is calculated on a monthly basis.
11 ‘‘Step-Up Add TCV’’ means ADAV as a
percentage of TCV in the relevant baseline month
subtracted from current ADAV as a percentage of
TCV. TCV means total consolidated volume
calculated as the volume reported by all exchanges
and trade reporting facilities to a consolidated
transaction reporting plan for the month for which
the fees apply.
12 ‘‘ADV’’ means average daily volume calculated
as the number of shares added or removed,
combined, per day. ADV is calculated on a monthly
basis.
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Member adds an ADV ≥5,000,000 for
Non-Displayed orders 13 that yield fee
codes HB,14 HI,15 HV,16 or HY.17
Also pursuant to footnote 2 of the Fee
Schedule, the Exchange currently offers
a Non-Displayed Step-Up Tier, which
provides Members an opportunity to
receive an enhanced rebate from the
standard rebate 18 for liquidity adding
non-displayed orders that yield fee
codes HB, HV, and HY and meet certain
required volume-based criteria. The
criteria for the Non-Displayed Step-Up
Tier is as follows:
• The Non-Displayed Step-Up Tier
offers an enhanced rebate of $0.0025 per
share for qualifying orders (i.e., orders
yielding fee codes HB, HV, or HY)
where (1) Member has a Step-Up ADAV
from January 2023 ≥10,000,000 or
Member has a Step-Up Add TCV from
January 2023 ≥0.10%; and (2) Member
has an ADV ≥0.60% of the TCV.
The Exchange proposes to modify the
criteria of the Non-Displayed Step-Up
Tier to the following:
• The Non-Displayed Step-Up Tier
offers an enhanced rebate of $0.0025 per
share for qualifying orders (i.e., orders
yielding fee codes HB, HV, or HY)
where (1) Member has a Step-Up Add
TCV from January 2023 ≥0.09%; and (2)
Member has an ADV ≥0.60% of the
TCV; and (3) Member adds an ADV
≥5,000,000 for Non-Displayed Orders
that yield fee codes HB, HI, HV, or HY.
The Exchange notes that the Step-Up
Tiers in general are designed to provide
Members with additional opportunities
to receive enhanced rebates by
increasing their order flow to the
Exchange, which further contributes to
a deeper, more liquid market and
provides even more execution
opportunities for active market
participants. The proposed
modifications to the criteria of Step-Up
Tier 1 and the Non-Displayed Step-Up
Tier are designed to increase the
Members’ provision of liquidity to the
Exchange, which increases execution
opportunities and provides for overall
enhanced price discovery and price
improvement opportunities on the
Exchange. Increased overall order flow
benefits all Members by contributing
13 See
Exchange Rule 11.9(c)(11).
yielding Fee Code ‘‘HB’’ are nondisplayed orders adding liquidity to BZX (Tape B).
15 Orders yielding Fee Code ‘‘HI’’ are nondisplayed orders that receive price improvement
while adding liquidity to BZX .
16 Orders yielding Fee Code ‘‘HV’’ are nondisplayed orders adding liquidity to BZX (Tape A).
17 Orders yielding Fee Code ‘‘HY’’ are nondisplayed orders adding liquidity to BZX (Tape C).
18 Currently, the Exchange provides a standard
rebate of $0.00100 per share for liquidity adding
non-displayed orders that yield fee codes HB, HV,
or HY.
14 Orders
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towards a robust and well-balanced
market ecosystem.
2. Statutory Basis
The Exchange believes the proposed
rule change is consistent with the Act
and the rules and regulations
thereunder applicable to the Exchange
and, in particular, the requirements of
section 6(b) of the Act.19 Specifically,
the Exchange believes the proposed rule
change is consistent with the section
6(b)(5) 20 requirements that the rules of
an exchange be designed to prevent
fraudulent and manipulative acts and
practices, to promote just and equitable
principles of trade, to foster cooperation
and coordination with persons engaged
in regulating, clearing, settling,
processing information with respect to,
and facilitating transactions in
securities, to remove impediments to
and perfect the mechanism of a free and
open market and a national market
system, and, in general, to protect
investors and the public interest.
Additionally, the Exchange believes the
proposed rule change is consistent with
the section 6(b)(5) 21 requirement that
the rules of an exchange not be designed
to permit unfair discrimination between
customers, issuers, brokers, or dealers as
well as section 6(b)(4) 22 as it is designed
to provide for the equitable allocation of
reasonable dues, fees and other charges
among its Members and other persons
using its facilities.
As described above, the Exchange
operates in a highly competitive market
in which market participants can
readily direct order flow to competing
venues if they deem fee levels at a
particular venue to be excessive or
incentives to be insufficient. The
Exchange believes that its proposed
modifications to Step-Up Tier 1 and the
Non-Displayed Step-Up Tier reflects a
competitive pricing structure designed
to incentivize market participants to
direct their order flow to the Exchange,
which the Exchange believes would
enhance market quality to the benefit of
all Members. The Exchange believes the
proposed modifications to Step-Up Tier
1 and the Non-Displayed Step-Up Tier
are reasonable as they serve to
incentivize Members to increase their
liquidity-adding, displayed volume
(Step-Up Tier 1) and liquidity-adding,
non-displayed volume (Non-Displayed
Step-Up Tier), which benefit all market
participants by incentivizing continuous
liquidity and thus, deeper, more liquid
markets as well as increased execution
19 15
20 15
U.S.C. 78f(b).
U.S.C. 78f(b)(5).
23 See e.g., EDGX Equities Fee Schedule, Footnote
1, Add/Remove Volume Tiers.
24 See e.g., BZX Equities Fee Schedule, Footnote
1, Add/Remove Volume Tiers.
21 Id.
22 15
U.S.C. 78f(b)(4)
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opportunities. Particularly, the
proposed incentives to provide
displayed liquidity are designed to
incentivize continuous displayed
liquidity, which signals other market
participants to take the additional
execution opportunities provided by
such liquidity, while the proposed
incentives to provide non-displayed
liquidity will further contribute to a
deeper, more liquid market and provide
even more execution opportunities for
active market participants at improved
prices. This overall increase in activity
deepens the Exchange’s liquidity pool,
offers additional cost savings, supports
the quality of price discovery, promotes
market transparency, and improves
market quality for all investors.
In particular, the Exchange believes
the proposed modifications to Step-Up
Tier 1 and the Non-Displayed Step-Up
Tier represent an equitable allocation of
rebates and are not unfairly
discriminatory because all Members are
eligible for those tiers and would have
the opportunity to meet a tier’s criteria
and would receive the proposed rebate
if such criteria is met. Further, the
proposed rebates are commensurate
with the proposed criteria. That is, the
rebates reasonably reflect the difficulty
in achieving the applicable criteria as
proposed. Without having a view of
activity on other markets and offexchange venues, the Exchange has no
way of knowing whether this proposed
rule change would definitely result in
any Members qualifying for the
proposed tier. While the Exchange has
no way of predicting with certainty how
the proposed tiers will impact Member
activity, the Exchange anticipates that at
least one Member will be able to satisfy
the criteria proposed under Step-Up
Tier 1 and the Non-Displayed Step-Up
Tier. The Exchange also notes that
proposed tier/rebate will not adversely
impact any Member’s ability to qualify
for other reduced fee or enhanced rebate
tiers. Should a Member not meet the
proposed criteria under the modified
tier, the Member will merely not receive
that corresponding enhanced rebate.
Additionally, the Exchange notes that
relative volume-based incentives and
discounts have been widely adopted by
exchanges,23 including the Exchange,24
and are reasonable, equitable and nondiscriminatory because they are open to
all Members on an equal basis and
provide additional benefits or discounts
that are reasonably related to (i) the
value to an exchange’s market quality
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27939
and (ii) associated higher levels of
market activity, such as higher levels of
liquidity provision and/or growth
patterns. Competing equity exchanges
offer similar tiered pricing structures,
including schedules of rebates and fees
that apply based upon members
achieving certain volume and/or growth
thresholds, as well as assess similar fees
or rebates for similar types of orders, to
that of the Exchange.
B. Self-Regulatory Organization’s
Statement on Burden on Competition
The Exchange does not believe that
the proposed rule change will impose
any burden on competition that is not
necessary or appropriate in furtherance
of the purposes of the Act. Rather, as
discussed above, the Exchange believes
that the proposed changes would
encourage the submission of additional
order flow to a public exchange, thereby
promoting market depth, execution
incentives and enhanced execution
opportunities, as well as price discovery
and transparency for all Members. As a
result, the Exchange believes that the
proposed changes further the
Commission’s goal in adopting
Regulation NMS of fostering
competition among orders, which
promotes ‘‘more efficient pricing of
individual stocks for all types of orders,
large and small.’’ 25
The Exchange believes the proposed
rule changes do not impose any burden
on intramarket competition that is not
necessary or appropriate in furtherance
of the purposes of the Act. Particularly,
the proposed tier changes apply to all
Members equally in that all Members
continue to be eligible for Step-Up Tier
1 and the Non-Displayed Step-Up Tier,
have a reasonable opportunity to meet
the tiers’ criteria and will receive the
corresponding additional rebates if such
criteria are met. Additionally, the
proposed tier changes are designed to
attract additional order flow to the
Exchange. The Exchange believes that
the proposed tier criteria would
incentivize market participants to direct
liquidity adding displayed and nondisplayed order flow to the Exchange,
bringing with it additional execution
opportunities for market participants
and improved price transparency.
Greater overall order flow, trading
opportunities, and pricing transparency
benefits all market participants on the
Exchange by enhancing market quality
and continuing to encourage Members
to send orders, thereby contributing
25 Securities Exchange Act Release No. 51808, 70
FR 37495, 37498–99 (June 29, 2005) (S7–10–04)
(Final Rule).
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Federal Register / Vol. 88, No. 85 / Wednesday, May 3, 2023 / Notices
towards a robust and well-balanced
market ecosystem.
Next, the Exchange believes the
proposed rule change does not impose
any burden on intermarket competition
that is not necessary or appropriate in
furtherance of the purposes of the Act.
As previously discussed, the Exchange
operates in a highly competitive market.
Members have numerous alternative
venues that they may participate on and
direct their order flow, including 15
other equities exchanges and off
exchange venues and alternative trading
systems. Additionally, the Exchange
represents a small percentage of the
overall market. Based on publicly
available information, no single equities
exchange has more than 17% 26 of the
market share. Therefore, no exchange
possesses significant pricing power in
the execution of order flow. Indeed,
participants can readily choose to send
their orders to other exchange and offexchange venues if they deem fee levels
at those other venues to be more
favorable. Moreover, the Commission
has repeatedly expressed its preference
for competition over regulatory
intervention in determining prices,
products, and services in the securities
markets. Specifically, in Regulation
NMS, the Commission highlighted the
importance of market forces in
determining prices and SRO revenues
and, also, recognized that current
regulation of the market system ‘‘has
been remarkably successful in
promoting market competition in its
broader forms that are most important to
investors and listed companies.’’ 27 The
fact that this market is competitive has
also long been recognized by the courts.
In NetCoalition v. Securities and
Exchange Commission, the D.C. Circuit
stated as follows: ‘‘[n]o one disputes
that competition for order flow is
‘fierce.’ . . . As the SEC explained, ‘[i]n
the U.S. national market system, buyers
and sellers of securities, and the brokerdealers that act as their order-routing
agents, have a wide range of choices of
where to route orders for execution’;
[and] ‘no exchange can afford to take its
market share percentages for granted’
because ‘no exchange possesses a
monopoly, regulatory or otherwise, in
the execution of order flow from broker
dealers’. . . .’’.28 Accordingly, the
Exchange does not believe its proposed
fee change imposes any burden on
competition that is not necessary or
26 Supra
note 3.
Securities Exchange Act Release No. 51808
(June 9, 2005), 70 FR 37496, 37499 (June 29, 2005).
28 NetCoalition v. SEC, 615 F.3d 525, 539 (D.C.
Cir. 2010) (quoting Securities Exchange Act Release
No. 59039 (December 2, 2008), 73 FR 74770, 74782–
83 (December 9, 2008) (SR–NYSEArca–2006–21)).
27 See
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appropriate in furtherance of the
purposes of the Act.
C. Self-Regulatory Organization’s
Statement on Comments on the
Proposed Rule Change Received From
Members, Participants, or Others
The Exchange neither solicited nor
received comments on the proposed
rule change.
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
The foregoing rule change has become
effective pursuant to section 19(b)(3)(A)
of the Act 29 and paragraph (f) of Rule
19b–4 30 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–
CboeBZX–2023–026 on the subject line.
Paper Comments
• Send paper comments in triplicate
to Secretary, Securities and Exchange
Commission, 100 F Street NE,
Washington, DC 20549–1090.
All submissions should refer to File
Number SR–CboeBZX–2023–026. 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. Do not include
personal identifiable information in
submissions; you should submit only
information that you wish to make
available publicly. We may redact in
part or withhold entirely from
publication submitted material that is
obscene or subject to copyright
protection. All submissions should refer
to File Number SR–CboeBZX–2023–026,
and should be submitted on or before
May 24, 2023.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.31
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2023–09334 Filed 5–2–23; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–97393; File No. SR–
CboeEDGX–2023–030
Self-Regulatory Organizations; Cboe
EDGX Exchange, Inc.; Notice of Filing
and Immediate Effectiveness of a
Proposed Rule Change To Amend Its
Fee Schedule
April 27, 2023.
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 April 17,
2023, 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.
31 17
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
29 15
U.S.C. 78s(b)(3)(A).
30 17 CFR 240.19b–4(f).
PO 00000
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]]>Agencies
[Federal Register Volume 88, Number 85 (Wednesday, May 3, 2023)]
[Notices]
[Pages 27937-27940]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2023-09334]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-97392; File No. SR-CboeBZX-2023-026]
Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of
Filing and Immediate Effectiveness of a Proposed Rule Change To Amend
Its Fee Schedule
April 27, 2023.
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 April 17, 2023, Cboe BZX Exchange, Inc. (``Exchange'' or ``BZX'')
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 BZX Exchange, Inc. (the ``Exchange'' or ``BZX'' or ``BZX
Equities'') proposes to amend its Fee Schedule. The text of the
proposed rule change is provided in Exhibit 5.
The text of the proposed rule change is also available on the
Exchange's website (https://markets.cboe.com/us/equities/regulation/rule_filings/bzx/), at the Exchange's Office of the Secretary, and at
the Commission's Public Reference Room.
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, the Exchange included statements
concerning the purpose of and basis for the proposed rule change and
discussed any comments it received on the proposed rule change. The
text of these statements may be examined at the
[[Page 27938]]
places specified in Item IV below. The Exchange has prepared summaries,
set forth in sections A, B, and C below, of the most significant
aspects of such statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
1. Purpose
The Exchange proposes to amend its Fee Schedule applicable to its
equities trading platform (``BZX Equities'') as follows: (1) modify
Step-Up Tier 1; and (2) modify the Non-Displayed Step-Up Tier. The
Exchange proposes to implement the proposed changes to its fee schedule
on April 3, 2023.\3\
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\3\ The Exchange initially filed the proposed fee changes on
April 3, 2023 (SR-CboeBZX-2023-022). On April 17, 2023, the Exchange
withdrew that filing and submitted SR-CboeBZX-2023-025. On April 17,
2023, the Exchange withdrew SR-CboeBZX-2023-025 and submitted this
proposal.
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The Exchange first notes that it operates in a highly competitive
market in which market participants can readily direct order flow to
competing venues if they deem fee levels at a particular venue to be
excessive or incentives to be insufficient. More specifically, the
Exchange is only one of 16 registered equities exchanges, as well as a
number of alternative trading systems and other off-exchange venues
that do not have similar self-regulatory responsibilities under the
Exchange Act, to which market participants may direct their order flow.
Based on publicly available information,\4\ no single registered
equities exchange has more than 17% of the market share. Thus, in such
a low-concentrated and highly competitive market, no single equities
exchange possesses significant pricing power in the execution of order
flow. The Exchange in particular operates a ``Maker-Taker'' model
whereby it pays credits to Members that add liquidity and assesses fees
to those that remove liquidity. The Exchange's fee schedule sets forth
the standard rebates and rates applied per share for orders that
provide and remove liquidity, respectively. Currently, for orders in
securities priced at or above $1.00, the Exchange provides a standard
rebate of $0.00160 per share for orders that add liquidity and assesses
a fee of $0.0030 per share for orders that remove liquidity.\5\ For
orders in securities priced below $1.00, the Exchange does not provide
a rebate or assess a fee for orders that add liquidity and assesses a
fee of 0.30% of total dollar value for orders that remove liquidity.\6\
Additionally, in response to the competitive environment, the Exchange
also offers tiered pricing which provides Members opportunities to
qualify for higher rebates or reduced fees where certain volume
criteria and thresholds are met. Tiered pricing provides an incremental
incentive for Members to strive for higher tier levels, which provides
increasingly higher benefits or discounts for satisfying increasingly
more stringent criteria.
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\4\ See Cboe Global Markets, U.S. Equities Market Volume
Summary, Month-to-Date (March 24, 2023), available at https://www.cboe.com//equities/market_statistics/.
\5\ See BZX Equities Fee Schedule, Standard Rates.
\6\ Id.
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Step-Up Tiers
Pursuant to footnote 2 of the Fee Schedule, the Exchange currently
offers Step Up Tiers (tiers 1 through 4) that provide Members an
opportunity to receive an enhanced rebate from the standard rebate for
liquidity adding orders that yield fee codes B,\7\ V,\8\ and Y \9\
where they increase their relative liquidity each month over a
predetermined baseline. The Exchange now proposes to modify the
criteria of Step-Up Tier 1. The current criteria for Step-Up Tier 1 is
as follows:
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\7\ Orders yielding Fee Code ``B'' are displayed orders adding
liquidity to BZX (Tape B).
\8\ Orders yielding Fee Code ``V'' are displayed orders adding
liquidity to BZX (Tape A).
\9\ Orders yielding Fee Code ``Y'' are displayed orders adding
liquidity to BZX (Tape C).
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Tier 1 offers an enhanced rebate of $0.0031 per share for
qualifying orders (i.e., orders yielding fee codes B, V, or Y) where 1)
Member has a Step-Up ADAV \10\ from January 2023 >=10,000,000 or Member
has a Step-Up Add TCV \11\ from January 2023 >=0.10%; and 2) Member has
an ADV \12\ >=0.60% of the TCV.
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\10\ ``Step-Up ADAV'' means ADAV in the relevant baseline month
subtracted from current ADAV. ADAV means average daily added volume
calculated as the number of shares added per day. ADAV is calculated
on a monthly basis.
\11\ ``Step-Up Add TCV'' means ADAV as a percentage of TCV in
the relevant baseline month subtracted from current ADAV as a
percentage of TCV. TCV means total consolidated volume calculated as
the volume reported by all exchanges and trade reporting facilities
to a consolidated transaction reporting plan for the month for which
the fees apply.
\12\ ``ADV'' means average daily volume calculated as the number
of shares added or removed, combined, per day. ADV is calculated on
a monthly basis.
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The Exchange proposes to modify the criteria for Step-Up Tier 1 to
the following:
Proposed Tier 1 would offer an enhanced rebate of $0.0031
per share for qualifying orders (i.e., orders yielding fee codes B, V,
or Y) where (1) Member has a Step-Up Add TCV from January 2023 >=0.09%;
and (2) Member has an ADV >=0.60% of the TCV; and (3) Member adds an
ADV >=5,000,000 for Non-Displayed orders \13\ that yield fee codes
HB,\14\ HI,\15\ HV,\16\ or HY.\17\
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\13\ See Exchange Rule 11.9(c)(11).
\14\ Orders yielding Fee Code ``HB'' are non-displayed orders
adding liquidity to BZX (Tape B).
\15\ Orders yielding Fee Code ``HI'' are non-displayed orders
that receive price improvement while adding liquidity to BZX .
\16\ Orders yielding Fee Code ``HV'' are non-displayed orders
adding liquidity to BZX (Tape A).
\17\ Orders yielding Fee Code ``HY'' are non-displayed orders
adding liquidity to BZX (Tape C).
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Also pursuant to footnote 2 of the Fee Schedule, the Exchange
currently offers a Non-Displayed Step-Up Tier, which provides Members
an opportunity to receive an enhanced rebate from the standard rebate
\18\ for liquidity adding non-displayed orders that yield fee codes HB,
HV, and HY and meet certain required volume-based criteria. The
criteria for the Non-Displayed Step-Up Tier is as follows:
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\18\ Currently, the Exchange provides a standard rebate of
$0.00100 per share for liquidity adding non-displayed orders that
yield fee codes HB, HV, or HY.
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The Non-Displayed Step-Up Tier offers an enhanced rebate
of $0.0025 per share for qualifying orders (i.e., orders yielding fee
codes HB, HV, or HY) where (1) Member has a Step-Up ADAV from January
2023 >=10,000,000 or Member has a Step-Up Add TCV from January 2023
>=0.10%; and (2) Member has an ADV >=0.60% of the TCV.
The Exchange proposes to modify the criteria of the Non-Displayed
Step-Up Tier to the following:
The Non-Displayed Step-Up Tier offers an enhanced rebate
of $0.0025 per share for qualifying orders (i.e., orders yielding fee
codes HB, HV, or HY) where (1) Member has a Step-Up Add TCV from
January 2023 >=0.09%; and (2) Member has an ADV >=0.60% of the TCV; and
(3) Member adds an ADV >=5,000,000 for Non-Displayed Orders that yield
fee codes HB, HI, HV, or HY.
The Exchange notes that the Step-Up Tiers in general are designed
to provide Members with additional opportunities to receive enhanced
rebates by increasing their order flow to the Exchange, which further
contributes to a deeper, more liquid market and provides even more
execution opportunities for active market participants. The proposed
modifications to the criteria of Step-Up Tier 1 and the Non-Displayed
Step-Up Tier are designed to increase the Members' provision of
liquidity to the Exchange, which increases execution opportunities and
provides for overall enhanced price discovery and price improvement
opportunities on the Exchange. Increased overall order flow benefits
all Members by contributing
[[Page 27939]]
towards a robust and well-balanced market ecosystem.
2. Statutory Basis
The Exchange believes the proposed rule change is consistent with
the Act and the rules and regulations thereunder applicable to the
Exchange and, in particular, the requirements of section 6(b) of the
Act.\19\ Specifically, the Exchange believes the proposed rule change
is consistent with the section 6(b)(5) \20\ requirements that the rules
of an exchange be designed to prevent fraudulent and manipulative acts
and practices, to promote just and equitable principles of trade, to
foster cooperation and coordination with persons engaged in regulating,
clearing, settling, processing information with respect to, and
facilitating transactions in securities, to remove impediments to and
perfect the mechanism of a free and open market and a national market
system, and, in general, to protect investors and the public interest.
Additionally, the Exchange believes the proposed rule change is
consistent with the section 6(b)(5) \21\ requirement that the rules of
an exchange not be designed to permit unfair discrimination between
customers, issuers, brokers, or dealers as well as section 6(b)(4) \22\
as it is designed to provide for the equitable allocation of reasonable
dues, fees and other charges among its Members and other persons using
its facilities.
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\19\ 15 U.S.C. 78f(b).
\20\ 15 U.S.C. 78f(b)(5).
\21\ Id.
\22\ 15 U.S.C. 78f(b)(4)
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As described above, the Exchange operates in a highly competitive
market in which market participants can readily direct order flow to
competing venues if they deem fee levels at a particular venue to be
excessive or incentives to be insufficient. The Exchange believes that
its proposed modifications to Step-Up Tier 1 and the Non-Displayed
Step-Up Tier reflects a competitive pricing structure designed to
incentivize market participants to direct their order flow to the
Exchange, which the Exchange believes would enhance market quality to
the benefit of all Members. The Exchange believes the proposed
modifications to Step-Up Tier 1 and the Non-Displayed Step-Up Tier are
reasonable as they serve to incentivize Members to increase their
liquidity-adding, displayed volume (Step-Up Tier 1) and liquidity-
adding, non-displayed volume (Non-Displayed Step-Up Tier), which
benefit all market participants by incentivizing continuous liquidity
and thus, deeper, more liquid markets as well as increased execution
opportunities. Particularly, the proposed incentives to provide
displayed liquidity are designed to incentivize continuous displayed
liquidity, which signals other market participants to take the
additional execution opportunities provided by such liquidity, while
the proposed incentives to provide non-displayed liquidity will further
contribute to a deeper, more liquid market and provide even more
execution opportunities for active market participants at improved
prices. This overall increase in activity deepens the Exchange's
liquidity pool, offers additional cost savings, supports the quality of
price discovery, promotes market transparency, and improves market
quality for all investors.
In particular, the Exchange believes the proposed modifications to
Step-Up Tier 1 and the Non-Displayed Step-Up Tier represent an
equitable allocation of rebates and are not unfairly discriminatory
because all Members are eligible for those tiers and would have the
opportunity to meet a tier's criteria and would receive the proposed
rebate if such criteria is met. Further, the proposed rebates are
commensurate with the proposed criteria. That is, the rebates
reasonably reflect the difficulty in achieving the applicable criteria
as proposed. Without having a view of activity on other markets and
off-exchange venues, the Exchange has no way of knowing whether this
proposed rule change would definitely result in any Members qualifying
for the proposed tier. While the Exchange has no way of predicting with
certainty how the proposed tiers will impact Member activity, the
Exchange anticipates that at least one Member will be able to satisfy
the criteria proposed under Step-Up Tier 1 and the Non-Displayed Step-
Up Tier. The Exchange also notes that proposed tier/rebate will not
adversely impact any Member's ability to qualify for other reduced fee
or enhanced rebate tiers. Should a Member not meet the proposed
criteria under the modified tier, the Member will merely not receive
that corresponding enhanced rebate.
Additionally, the Exchange notes that relative volume-based
incentives and discounts have been widely adopted by exchanges,\23\
including the Exchange,\24\ and are reasonable, equitable and non-
discriminatory because they are open to all Members on an equal basis
and provide additional benefits or discounts that are reasonably
related to (i) the value to an exchange's market quality and (ii)
associated higher levels of market activity, such as higher levels of
liquidity provision and/or growth patterns. Competing equity exchanges
offer similar tiered pricing structures, including schedules of rebates
and fees that apply based upon members achieving certain volume and/or
growth thresholds, as well as assess similar fees or rebates for
similar types of orders, to that of the Exchange.
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\23\ See e.g., EDGX Equities Fee Schedule, Footnote 1, Add/
Remove Volume Tiers.
\24\ See e.g., BZX Equities Fee Schedule, Footnote 1, Add/Remove
Volume Tiers.
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B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does not believe that the proposed rule change will
impose any burden on competition that is not necessary or appropriate
in furtherance of the purposes of the Act. Rather, as discussed above,
the Exchange believes that the proposed changes would encourage the
submission of additional order flow to a public exchange, thereby
promoting market depth, execution incentives and enhanced execution
opportunities, as well as price discovery and transparency for all
Members. As a result, the Exchange believes that the proposed changes
further the Commission's goal in adopting Regulation NMS of fostering
competition among orders, which promotes ``more efficient pricing of
individual stocks for all types of orders, large and small.'' \25\
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\25\ Securities Exchange Act Release No. 51808, 70 FR 37495,
37498-99 (June 29, 2005) (S7-10-04) (Final Rule).
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The Exchange believes the proposed rule changes do not impose any
burden on intramarket competition that is not necessary or appropriate
in furtherance of the purposes of the Act. Particularly, the proposed
tier changes apply to all Members equally in that all Members continue
to be eligible for Step-Up Tier 1 and the Non-Displayed Step-Up Tier,
have a reasonable opportunity to meet the tiers' criteria and will
receive the corresponding additional rebates if such criteria are met.
Additionally, the proposed tier changes are designed to attract
additional order flow to the Exchange. The Exchange believes that the
proposed tier criteria would incentivize market participants to direct
liquidity adding displayed and non-displayed order flow to the
Exchange, bringing with it additional execution opportunities for
market participants and improved price transparency. Greater overall
order flow, trading opportunities, and pricing transparency benefits
all market participants on the Exchange by enhancing market quality and
continuing to encourage Members to send orders, thereby contributing
[[Page 27940]]
towards a robust and well-balanced market ecosystem.
Next, the Exchange believes the proposed rule change does not
impose any burden on intermarket competition that is not necessary or
appropriate in furtherance of the purposes of the Act. As previously
discussed, the Exchange operates in a highly competitive market.
Members have numerous alternative venues that they may participate on
and direct their order flow, including 15 other equities exchanges and
off exchange venues and alternative trading systems. Additionally, the
Exchange represents a small percentage of the overall market. Based on
publicly available information, no single equities exchange has more
than 17% \26\ of the market share. Therefore, no exchange possesses
significant pricing power in the execution of order flow. Indeed,
participants can readily choose to send their orders to other exchange
and off-exchange venues if they deem fee levels at those other venues
to be more favorable. Moreover, the Commission has repeatedly expressed
its preference for competition over regulatory intervention in
determining prices, products, and services in the securities markets.
Specifically, in Regulation NMS, the Commission highlighted the
importance of market forces in determining prices and SRO revenues and,
also, recognized that current regulation of the market system ``has
been remarkably successful in promoting market competition in its
broader forms that are most important to investors and listed
companies.'' \27\ The fact that this market is competitive has also
long been recognized by the courts. In NetCoalition v. Securities and
Exchange Commission, the D.C. Circuit stated as follows: ``[n]o one
disputes that competition for order flow is `fierce.' . . . As the SEC
explained, `[i]n the U.S. national market system, buyers and sellers of
securities, and the broker-dealers that act as their order-routing
agents, have a wide range of choices of where to route orders for
execution'; [and] `no exchange can afford to take its market share
percentages for granted' because `no exchange possesses a monopoly,
regulatory or otherwise, in the execution of order flow from broker
dealers'. . . .''.\28\ Accordingly, the Exchange does not believe its
proposed fee change imposes any burden on competition that is not
necessary or appropriate in furtherance of the purposes of the Act.
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\26\ Supra note 3.
\27\ See Securities Exchange Act Release No. 51808 (June 9,
2005), 70 FR 37496, 37499 (June 29, 2005).
\28\ NetCoalition v. SEC, 615 F.3d 525, 539 (D.C. Cir. 2010)
(quoting Securities Exchange Act Release No. 59039 (December 2,
2008), 73 FR 74770, 74782-83 (December 9, 2008) (SR-NYSEArca-2006-
21)).
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C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
The Exchange neither solicited nor received comments on the
proposed rule change.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
The foregoing rule change has become effective pursuant to section
19(b)(3)(A) of the Act \29\ and paragraph (f) of Rule 19b-4 \30\
thereunder. At any time within 60 days of the filing of the proposed
rule change, the Commission summarily may temporarily suspend such rule
change if it appears to the Commission that such action is necessary or
appropriate in the public interest, for the protection of investors, or
otherwise in furtherance of the purposes of the Act. If the Commission
takes such action, the Commission will institute proceedings to
determine whether the proposed rule change should be approved or
disapproved.
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\29\ 15 U.S.C. 78s(b)(3)(A).
\30\ 17 CFR 240.19b-4(f).
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IV. Solicitation of Comments
Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:
Electronic Comments
Use the Commission's internet comment form (https://www.sec.gov/rules/sro.shtml); or
Send an email to [email protected]. Please include
File Number SR-CboeBZX-2023-026 on the subject line.
Paper Comments
Send paper comments in triplicate to Secretary, Securities
and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.
All submissions should refer to File Number SR-CboeBZX-2023-026. 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. Do
not include personal identifiable information in submissions; you
should submit only information that you wish to make available
publicly. We may redact in part or withhold entirely from publication
submitted material that is obscene or subject to copyright protection.
All submissions should refer to File Number SR-CboeBZX-2023-026, and
should be submitted on or before May 24, 2023.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\31\
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\31\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2023-09334 Filed 5-2-23; 8:45 am]
BILLING CODE 8011-01-P
