[Federal Register: September 8, 2010 (Volume 75, Number 173)]
[Notices]
[Page 54675-54676]
[DOCID:fr08se10-125]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-62796; File No. SR-FICC-2010-06]

Self-Regulatory Organizations; Fixed Income Clearing Corporation;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To
Amend Rules Relating to Authority To Waive Rules, Procedures, and
Regulations of the Mortgage-Backed Securities Division

August 30, 2010.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act''),\1\ notice is hereby given that on August 20, 2010, Fixed
Income Clearing Corporation (``FICC'') filed with the Securities and
Exchange Commission (``Commission'') the proposed rule change described
in Items I, II, and III below, which items have been prepared primarily
by FICC.\2\ FICC filed the proposed rule change pursuant to Section
19(b)(3)(A)(iii) and Rule 19b-4(f)(3) thereunder so that the proposed
rule change was effective upon filing with the Commission.\3\ The
Commission is publishing this notice to solicit comments on the
proposed rule change from interested parties.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ The text of the proposed rule change is attached as Exhibit
5 to FICC's filing and is available at http://www.dtcc.com/
downloads/legal/rule_filings/2010/ficc/2010-06.pdf.
    \3\ 15 U.S.C. 78s(b)(3)(A)(iii) and 17 CFR 240.19b-4(f)(3).
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

    The proposed rule change will amend FICC rules to provide that any
officer having a rank of Managing Director or higher is authorized to
suspend or waive FICC's rules, procedures, and regulations of the
Mortgage-Backed Securities Division.

II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, FICC included statements
concerning the purpose of and basis for the proposed rule change and
discussed any comments it received on the proposed rule change. The
text of these statements may be examined at the places specified in
Item IV below. FICC has prepared summaries, set forth in sections (A),
(B), and (C) below, of the most significant aspects of these
statements.\4\
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    \4\ The Commission has modified the text of the summaries
prepared by the FICC.
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(A) Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change

    The proposed rule change amends Rule 12 of Article V of the
Clearing Rules (``Rules'') of the Mortgage-Backed Securities Division
(``MBSD'') to state that the rules, procedures, and regulations may be
suspended or waived by any officer having a rank of Managing Director
or higher. Currently Rule 12 provides such authority to officers with
the ranking of Vice President or higher.\5\ This proposed rule change
also harmonizes MBSD rules with those of FICC's Government Securities
Division (``GSD'') as well as those of The Depository Trust Company
(``DTC'') and the National Securities Clearing Corporation (``NSCC'')
as such rule relates to the authority to suspend or waive rules.\6\
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    \5\ Managing Director level is a more senior officer than that
of Vice President.
    \6\ On August 23, 2010, DTC and NSCC filed similar rule changes.
Securities Exchange Act Release No. 62795 (August 30, 2010) [File
No. SR-DTC-2010-11] and 62794 (August 30, 2010) [File No. SR-NSCC-
2010-08] respectively.
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    FICC believes that the proposed rule change is consistent with the
requirements of Section 17A of the Act \7\ and the rules and
regulations thereunder that are applicable to FICC because the proposed
rule will require a more senior level of management to authorize a
suspension or waiver of the FICC rules under the proposed rule change
thereby ensuring more equitable compliance with FICC's rules and
procedures. The proposed rule change also harmonizes the MBSD rules
with those of the GSD thereby providing clarity for FICC's members on
its administration of waivers and suspension of FICC's rules and
procedures.
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    \7\ 15 U.S.C. 78q-1.
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 (B) Self-Regulatory Organization's Statement on Burden on Competition

    FICC 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.

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

    No written comments relating to the proposed rule change have been
solicited or received. FICC will notify the Commission of any written
comments received by the FICC.

III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action

    The foregoing rule change has become effective upon filing pursuant
to Section 19(b)(3)(A)(iii) of the Act \8\ and Rule 19b-4(f)(3) \9\
thereunder because it is concerned solely with the administration of
FICC. At any time within sixty days of the filing of such 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.
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    \8\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \9\ 17 CFR 240.19b-4(f)(3).
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IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://
www.sec.gov/rules/sro.shtml) or
     Send an e-mail to<EMAIL_ADDRESS>Please include
File Number SR-FICC-2010-06 on the subject line.

Paper Comments

     Send paper comments in triplicate to Elizabeth M. Murphy,
Secretary, Securities and Exchange Commission, 100 F Street, NE.,
Washington, DC 20549-1090.

All submissions should refer to File Number SR-FICC-2010-06. This file
number should be included on the subject line if e-mail 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 Web site (http://www.sec.gov/rules/
sro.shtml). Copies of the submission, all subsequent amendments, all
written statements with respect to the proposed rule change that are
filed with the Commission, and all written communications relating to
the proposed rule change between the Commission and any person, other
than those that may be withheld from the public in accordance with the
provisions of 5 U.S.C. 552, will be available for Web site viewing and
printing in the Commission's Public

Reference Section, 100 F Street, NE., Washington, DC 20549, on official
business days between the hours of 10 a.m. and 3 p.m. Copies of such
filings also will be available for inspection and copying at the
principal office of FICC and on FICC's Web site, http://www.dtcc.com.
All comments received will be posted without change; the Commission
does not edit personal identifying information from submissions. You
should submit only information that you wish to make available
publicly. All submissions should refer to File Number SR-FICC-2010-06
and should be submitted on or before September 29, 2010.

    For the Commission by the Division of Trading and Markets,
pursuant to delegated authority.\10\
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    \10\ 17 CFR 200.30-3(a)(12).
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Florence E. Harmon,
Deputy Secretary.
[FR Doc. 2010-22351 Filed 9-7-10; 8:45 am]
BILLING CODE 8010-01-P


[Federal Register Volume 78, Number 50 (Thursday, March 14, 2013)]
[Notices]
[Page 16357]
[FR Doc No: 2013-05908]

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DEPARTMENT OF TRANSPORTATION

Federal Aviation Administration

Research, Engineering and Development Advisory Committee

AGENCY: Federal Aviation Administration, DOT.

ACTION: Notice of Meeting. Pursuant to section 10(A) (2) of the Federal
Advisory Committee Act (Pub. L. 92-463; 5 U.S.C. App. 2), notice is
hereby given of a meeting of the FAA Research, Engineering and
Development (R,E&D) Advisory Committee.

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    Name: Research, Engineering & Development Advisory Committee.
    Time and Date: April 24--8:30 a.m. to 4:00 p.m.
    Place: Federal Aviation Administration, 800 Independence Avenue
SW.--Round Room (10th Floor), Washington, DC 20591.
    Purpose: The meeting agenda will include receiving from the
Committee guidance for FAA's research and development investments in
the areas of air traffic services, airports, aircraft safety, human
factors and environment and energy. Attendance is open to the
interested public but seating is limited. Persons wishing to attend the
meeting or obtain information should contact Gloria Dunderman at (202)
267-8937 or<EMAIL_ADDRESS>Members of the public may present
a written statement to the Committee at any time.

    Issued in Washington, DC on March 8, 2013.
Catherine A. Bigelow,
Manager, Research and Development Management Division.
[FR Doc. 2013-05908 Filed 3-13-13; 8:45 am]
BILLING CODE 4910-13-P


[Federal Register Volume 86, Number 144 (Friday, July 30, 2021)]
[Notices]
[Pages 41129-41134]
[FR Doc No: 2021-16228]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-92493; File No. SR-CboeEDGX-2021-034]

Self-Regulatory Organizations; Cboe EDGX Exchange, Inc.; Notice
of Filing and Immediate Effectiveness of a Proposed Rule Change To
Amend the Fee Schedule

July 26, 2021.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of
1934 (the ``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby
given that, on July 13, 2021, Cboe EDGX Exchange, Inc. (the
``Exchange'' or ``EDGX'') filed with the Securities and Exchange
Commission (the ``Commission'') the proposed rule change as described
in Items I, II, and III below, which Items have been prepared by the
Exchange. The Commission is publishing this notice to solicit comments
on the proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

    Cboe EDGX Exchange, Inc. (the ``Exchange'' or ``EDGX'') is filing
with the Securities and Exchange Commission (``Commission'') a proposed
rule change to amend the 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 (http://markets.cboe.com/us/options/regulation/rule_filings/edgx/), at the Exchange's Office of the Secretary, and at
the Commission's Public Reference Room.

II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, the Exchange included statements
concerning the purpose of and basis for the proposed rule change and
discussed any comments it received on the proposed rule change. The
text of these statements may be examined at the places specified in
Item IV below. The Exchange has prepared summaries, set forth in
sections A, B, and C below, of the most significant aspects of such
statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange proposes to amend its Fee Schedule applicable to its
equities trading platform (``EDGX Equities'') to introduce a new Retail
Membership Program (the ``Program''), which offers discounted
membership fees, port fees and market data fees, along with the
opportunity to receive enhanced rebates under new retail volume tiers,
for up to 18 months for new retail member organizations.\4\
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    \4\ The Exchange initially filed the proposed fee changes July
1, 2021 (SR-CboeEDGX-2021-032). On July 13, 2021, the Exchange
withdrew that filing and submitted this proposal.
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    The Exchange first notes that it operates in a highly competitive
market in which market participants can readily direct order flow to
competing venues if they deem fee levels at a particular venue to be
excessive or incentives to be insufficient. More specifically, the
Exchange is only one of 16 registered equities exchanges, as well as a
number of alternative trading systems and other off-exchange venues
that do not have similar self-regulatory responsibilities under the
Exchange Act, to which market participants may direct their order flow.
Based on publicly available information,\5\ no single registered
equities exchange has more than 16% of the market share. Thus, in such
a low-concentrated and highly competitive market, no single equities
exchange possesses significant pricing power in the execution of order
flow. Additionally, the competition for retail order flow is even more
intense, particularly as it relates to exchange versus off-exchange
venues.
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    \5\ See Cboe Global Markets, U.S. Equities Market Volume
Summary, Month-to-Date (June 29, 2021), available at https://markets.cboe.com/us/equities/market_statistics/.
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    The purpose of this filing is to encourage smaller, retail-oriented
market participants that are not currently EDGX Equities members to
become members by discounting certain fixed costs associated with EDGX
Equities membership and providing an opportunity to receive enhanced
rebates for retail transactions. By way of background, the Exchange
currently charges member organizations certain fixed costs related to
Exchange membership, including the membership fees and port fees, and
also assesses fees for market data products, all of which are filed
with the Commission and set forth in the Exchange's Fee Schedule. Also,
by way of background, the Exchange operates a ``Maker-Taker'' model
whereby it pays rebates 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. 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.
    As discussed more fully below, the Exchange proposes to introduce
the Program, which would offer significant discounts for up to 18
months following approval as a new member on membership fees, port fees
and certain market data fees for new member organizations, subject to
specific restrictions. These discounts would be available to smaller
New Members for the duration of the Program but would be phased out the
last six months of the Program as the New Member grows. The Program
would also provide an opportunity for new members to receive enhanced
rebates on their retail order flow, as described more fully below. The
Exchange believes that the proposed Program would make membership
easier for a greater number of market participants and provide
increased incentives for retail equity trading firms that are not
currently Exchange members to apply for Exchange membership. The
Exchange believes that having more members trading on the Exchange
would benefit investors through the additional display of liquidity and
increased execution opportunities on the Exchange. In addition, the
Exchange believes that incentivizing specifically smaller, retail
broker-dealers to become members could increase the amount of retail
order flow sent to a public exchange, thereby encouraging greater
participation and liquidity.
    The Exchange proposes to codify the Program under Footnote 3 of the
Fee Schedule.\6\ The Exchange also notes that

the Program is similar to a program adopted by another exchange that
similarly provides discounts on membership, connectivity and market
data fees for new members for the similar purpose of encouraging
smaller, retail-oriented market participants to become members of the
exchange.\7\
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    \6\ The Exchange proposes to relocate the existing Retail Volume
Tier program from Footnote 3 to Footnote 2 of the Fee Schedule
(which currently is ``Reserved'') and codify the new Retail Equities
Membership Program under Footnote 3. The Exchange proposes to append
a reference to Footnote 2 to fee code ZA in the Fee Codes and
Associated Fee Table to reflect this change.
    \7\ See Securities Exchange Act Release No. 91626, (April 21,
2021) 86 FR 22287 (April 27, 2001) (SR-NYSE-2021-22). See also New
York Stock Exchange Price List 2021, NYSE Membership On-Ramp
Program.
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General Eligibility and Restrictions
    To be eligible to participate in the Program, a new member
organization must be approved as a Retail Member Organization \8\ and
must not have been approved as an EDGX Equities member organization
within the eighteen (18) months prior to approval (``New Member'') as
an RMO. Members that were approved as an RMO on or after January 1,
2021 are still eligible for the Program provided they were not approved
as an EDGX Equities RMO member within the 18 months prior to their
approval as an RMO. Additionally, at least 90% of a New Member's
submitted orders to EDGX Equities each month must be Retail Orders \9\
in order to maintain eligibility in the program for that month.
Eligibility for discounts begins in the month that a new membership
application is approved.\10\ A New Member is only eligible to enroll in
the Program once. A New Member that is, or becomes, an ``affiliate'' of
an existing member organization, defined as having at least 75% common
ownership between the two entities as reflected on each entity's Form
BD, is ineligible to participate in the Program. The Program would
terminate after the 18th month of membership in the Program and the
discounted fees discussed below will be charged to that member at the
regular rate set forth in the Exchange's fee schedule, as applicable,
from that point forward.
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    \8\ A ``Retail Member Organization'' or ``RMO'' is a Member (or
a division thereof) that has been approved by the Exchange under
this Rule to submit Retail Orders. See EDGX Rule 11.21(a)(1).
    \9\ A ``Retail Order'' is an agency or riskless principal order
that meets the criteria of FINRA Rule 5320.03 that originates from a
natural person and is submitted to the Exchange by a Retail Member
Organization, provided that no change is made to the terms of the
order with respect to price or side of market and the order does not
originate from a trading algorithm or any other computerized
methodology. See EDGX Rule 11.21(a)(2). The Exchange will exclude
from its calculation the 90% Retail Order threshold shares added,
removed or routed on any day the Exchange's system experiences a
disruption that lasts for more than 60 minutes during Regular
Trading Hours (``Exchange System Disruption''), on any day with a
scheduled early market close, and on the last Friday in June (the
``Russell Reconstitution Day''), consistent with the Exchange's
calculation of ADAV and ADV. See Exchange Fee Schedule, Definitions.
    \10\ An eligible RMO that was approved between January 1, 2021
and June 30, 2021 would be eligible to start receiving discounts and
enhanced rebates beginning July 2021 (i.e., would not apply to fees
assessed prior to July 1, 2021) and the Program would terminate 18
months after July 2021 (i.e., December 2022 would be the last month
the firm is eligible to receive the discounts and enhanced rebates
under the Program).
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Membership Fee
    The Exchange currently assesses a yearly Membership Fee of $2,500,
which is generally assessed at the end of each year for membership in
the following calendar year. For any month in which a firm is approved
for membership with the Exchange after the renewal period, the Firm
Membership Fee is pro-rated beginning on the date on which membership
is approved. The pro-rated fee is calculated based on the remaining
trading days in that year and assessed in the month following
membership approval. The fee is also non-refundable in the event that
the firm ceases to be a Member following the date on which fees are
assessed.\11\ The Exchange proposes to reduce the Membership Fee for a
New Member as follows:
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    \11\ However, if a Member is pending a voluntary termination of
rights as a Member pursuant to Exchange Rule 2.8 prior to the date
any Membership Fee for a given year will be assessed, and the Member
does not utilize the facilities of Exchange during such time, then
the Member is not obligated to pay the annual Membership Fee.
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     1-12 Months: The Exchange proposes to waive the annual
Membership Fee in its entirety for any New Member.
     13-18 months: For New Members that are still in the
program at 13 months, the proposed discount will be based on a New
Member's Retail ADV \12\ as a percentage of TCV \13\ in December of the
year the annual fee is assessed \14\ as follows:
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    \12\ ``ADV'' means average daily volume calculated as the number
of shares added to, removed from, or routed by, the Exchange, or any
combination or subset thereof, per day. ADV is calculated on a
monthly basis.
    \13\ ``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.
    \14\ For example, for a New Member that is still in the Program
between 13-18 months during 2022, the Exchange would use the New
Member's Retail ADV as a percentage of TCV in the month of December
2022 to determine what discount the New Member is eligible to
receive for the annual Membership Fee assessed for 2023.
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    [cir] A New Member that has Retail ADV of less than 0.10% of TCV
will receive 100% discount on its annual Membership Fee (i.e., the
Exchange will waive the annual Membership Fee in its entirety)
    [cir] A New Member that has a Retail ADV greater than or equal to
0.10% of TCV will receive a 50% of the annual Membership Fee.
    [cir] A New Member that has a Retail ADV greater than or equal to
0.20% of TCV will not receive any discount on the annual Membership
Fee.
Physical Ports
    The Program would next provide discounts on physical ports. By way
of background, a physical port is utilized by a Member or non-Member to
connect to the Exchange at the data centers where the Exchange's
servers are located. The Exchange currently assesses the following non-
Disaster Recovery physical connectivity fees for Members and non-
Members on a monthly basis: $2,500 per physical port for a 1 gigabyte
(``Gb'') circuit and $7,500 per physical port for a 10 Gb circuit. The
Exchange proposes to provide New Members the following physical port
discounts:
     1-12 Months: The Exchange proposes to provide a 100%
discount for one 1 Gb physical port (i.e., waive the entire fee for one
1 Gb physical port each month). If a New Member purchases a 10 Gb
physical port in lieu of a 1 Gb physical port, the Exchange will
provide a credit in the amount of the fee for one 1 Gb physical port
(currently $2,500 per month).\15\
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    \15\ The Exchange notes that the credit provided for physical
ports shall not be in excess of the cost of one 1 Gb physical port
nor in excess of the total amount actually billed to a New Member as
and for physical ports each month. For example, if a New Member
purchases a 10 Gb physical port mid-month such that the New Member
would be assessed a prorated rate of $2,000 (instead of the full
monthly $7,500 fee), the Exchange will only credit the New Member
$2,000 (the amount the New Member was billed by the Exchange that
month) and not $2,500 (the cost of one 1 Gb physical port).
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     13-18 months: For New Members that are still in the
program at 13 months, the proposed discount each month will be based on
a New Member's Retail ADV as a percentage of TCV in that month as
follows:
    [cir] A New Member that has Retail ADV of less than 0.10% of TCV
will receive 100% discount on one 1 Gb physical port (if a New Member
purchases a 10 Gb physical port in lieu of a 1 Gb physical port, the
Exchange will provide a credit in the amount of the fee for one 1 Gb
physical port).
    [cir] A New Member that has a Retail ADV greater than or equal to
0.10% of TCV will receive a 50% discount on one 1 Gb physical port (if
a New Member purchases a 10 Gb physical port in lieu of a 1 Gb physical
port, the Exchange will provide a credit in the amount of

50% of the fee for one 1 Gb physical port (i.e., $1,250 per
month)).\16\
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    \16\ The 50% discount rate will be based upon the amount of fees
billed for up to one 1 Gb Physical Port. For example, if a New
Member qualifies only for a 50% discount one month, and that New
Member is assessed $750 for physical port fees that month due to
proration, the New Member will be credited $375.
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    [cir] A New Member that has a Retail ADV greater than or equal to
0.20% of TCV will not receive any discount on its physical port fees.
Logical Ports
    The Program would next provide discounts on its logical port fees.
Currently, EDGX market participants may utilize a variety of logical
connectivity ports. A logical port provides users with the ability
within the Exchange's system to accomplish a specific function through
a connection, such as order entry, data receipt, or access to
information. Currently, the Exchange assesses the following fees for
the following logical ports (collectively referred to as ``logical
ports''):

------------------------------------------------------------------------
                  Service                           Cost per month
------------------------------------------------------------------------
Logical Ports (excluding Purge Port,         $550 per port.
 Multicast PITCH Spin Server Port or GRP
 Port).
Purge Ports................................  $650 per port.
Multicast PITCH GRP Ports..................  $550/primary (A or C Feed).
Multicast PITCH Spin Server Ports..........  $550/set of primary (A or C
                                              feed).
------------------------------------------------------------------------

    The Exchange proposes to provide New Members the following logical
port discounts (for up to 20 logical ports): \17\
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    \17\ If a New Member purchases more than 20 logical ports, the
Exchange will calculate the average cost per port and provide a
credit based on the average cost for 20 ports. For example, if an
Exchange member were to purchase 18 order entry Logical Ports and 4
Purge Ports, that member would normally be assessed $12,500 per
month for logical port fees (i.e., $9,900 for Logical Ports ($550 x
18) + $2,600 for Purge Ports ($650 x 4)). Under the Program, if a
New Member purchased 18 order entry Logical Ports and 4 Purge Ports
(and qualified for the 100% discount), that New Member would receive
a discount of approximately $11,363 (i.e., average rate of $568.18
($12,500 divided by 22 ports) x 20 ports) and therefore would only
be assessed $1,137 (i.e., average rate of $568.18 x 2 remaining
ports) as and for logical ports that month.
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     1-12 Months: The Exchange proposes to provide a 100%
discount for up to 20 logical ports (i.e., waive all fees for up to 20
logical ports).
     13-18 months: For New Members that are still in the
program at 13 months, the proposed discount each month will be based on
a New Member's Retail ADV as a percentage of TCV in that month as
follows:
    [cir] A New Member that has Retail ADV of less than 0.10% of TCV
will receive 100% discount on up to 20 logical ports.
    [cir] A New Member that has a Retail ADV greater than or equal to
0.10% of TCV will receive a 50% discount on up to 20 logical ports.
    [cir] A New Member that has a Retail ADV greater than or equal to
0.20% of TCV will not receive any discount on its logical port fees.
Market Data
    By way of background, the Exchange offers various market data
products, including the following, to new member organizations on a
voluntary, subscription basis: Cboe One Summary Feed,\18\ Cboe One
Premium Feed,\19\ EDGX Depth Feed \20\ and EDGX Top Feed \21\ (``Market
Data Product''). Each market data product allows a vendor to
redistribute certain data elements included in the data feed on a real-
time basis. For each product, the Exchange charges associated fees set
forth in the Exchange's Fee Schedule.\22\ The market data fees that
would be eligible for the Program are External Distribution Fees for
Cboe One Summary Feed, Cboe One Premium Feed, EDGX Depth Feed and EDGX
Top Feed and the Data Consolidation Fee for the Cboe One Summary Feed
(``Eligible Market Data Fees''). The current fees for Eligible Market
Data Fees are as follows:
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    \18\ Cboe One Summary Feed is a data feed that disseminates, on
a real-time basis, the aggregate best bid and offer (``BBO'') of all
displayed orders for securities traded on EDGX and its affiliated
equities exchanges and also contains individual last sale
information for the EDGX and its affiliated equities exchanges.
    \19\ Cboe One Premium Feed is a data feed that disseminates, on
a real-time basis, the aggregate best bid and offer (``BBO'') of all
displayed orders for securities traded on EDGX and its affiliated
exchanges and contains optional functionality which enables
recipients to receive aggregated two-sided quotations from EDGX and
its affiliated equities exchanges for up to five (5) price levels.
    \20\ EDGX Depth is a data feed that contains all displayed
orders for listed securities trading on the Exchange, order
executions, order cancellations, order modifications, order
identification numbers, and administrative messages.
    \21\ EDGX Top Feed is an uncompressed data feed that offers both
top-of-book quotations and execution information based on equity
orders entered into the System.
    \22\ See Cboe EDGX Equities Fee Schedule, Market Data Fees.

------------------------------------------------------------------------
                                       External       Data consolidation
       Market data product         distribution fee           fee
------------------------------------------------------------------------
Cboe One Summary................  $5,000/mo.........  $1,000/mo.
Cboe One Premium................  12,500/mo.........  N/A.
EDGX Depth......................  2,500/mo..........  N/A.
EDGX Top........................  1,500/mo..........  N/A.
------------------------------------------------------------------------

    The Exchange proposes to provide New Members the following market
data discounts:
     1-12 Months: The Exchange proposes to provide a 100%
discount on Eligible Market Data Fees for Cboe One Summary, EDGX Depth
and EDGX Top Data Fees and 44% discount on Eligible Market Data Fees
for Cboe One Premium Data Feed.
     13-18 months: For New Members that are still in the
program at 13 months, the proposed discount each month will be based on
a New Member's Retail ADV as a percentage of TCV in that month as
follows:
    [cir] A New Member that has Retail ADV of less than 0.10% of TCV
will receive 100% discount on Eligible Market Data Fees for Cboe One
Summary, EDGX Depth and EDGX Top Data Fees and 44% discount on Eligible
Market Data Fees for Cboe One Premium Data Feed.
    [cir] A New Member that has a Retail ADV greater than or equal to
0.10% of TCV will receive a 50% discount on Eligible Market Data Fees
for Cboe One Summary, EDGX Depth and EDGX Top Data Fees and 22%
discount on Eligible

Market Data Fees for Cboe One Premium Data Feed.
    [cir] A New Member that has a Retail ADV greater than or equal to
0.20% of TCV will not receive any discount on Eligible Market Data
Fees.
    A New Member that was a subscriber to any of the Eligible Market
Data Fees within the prior 18 months before becoming approved as an RMO
is ineligible for Program's Market Data fee discounts. Program
discounts cannot be combined with any other discounts applicable to
Eligible Market Data Fees. For example, the Exchange offers certain
discounts under the Small Retail Broker Distribution Program.\23\ As
proposed, the discounts under the Small Retail Broker Distribution
Program could not be used if a new Member is receiving the discounts
under the Program for Eligible Market Data Fees.
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    \23\ See Cboe EDGX Equities Fee Schedule, Market Data Fees,
Small Retail Broker Distribution Program.
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Volume Tier Rebates
    The Exchange next proposes to adopt new Retail Membership Program
Volume Tiers that would provide an additional opportunity for New
Members to receive enhanced rebates from the standard rebate for Retail
Orders that add liquidity (i.e., yielding fee code ``ZA'') \24\ if the
New Member meets certain volume thresholds. The proposed new tiers
would be available to New Members for the duration of the 18-month
program and is designed to encourage New Members to increase their
order flow in order to receive an enhanced rebate on their liquidity
adding retail orders. The Exchange first proposes to adopt Retail
Membership Program Volume Tier 1 which would provide an enhanced rebate
of $0.0033 per share where a New Member adds a Retail Order ADV (i.e.,
yielding fee code ZA) greater than or equal to 0.10% of the TCV. The
Exchange also proposes to adopt Retail Membership Program Volume Tier 2
which would provide an enhanced rebate of $0.0034 per share where a
Member adds a Retail Order ADV (i.e., yielding fee code ZA) of greater
than or equal to 0.20%.\25\ The proposed new tiers are designed to
encourage New Members to increase retail order flow on the Exchange
which further contributes to a deeper, more liquid market and provides
even more execution opportunities for active market participants at
improved prices.
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    \24\ Orders yielding fee code ``ZA'' are Retail Orders that add
liquidity and are assessed a standard rebate of $0.00320 per share.
    \25\ The Exchange notes that should a New Member qualify for a
higher rebate under the existing Retail Volume Tiers, the New Member
would receive that higher rebate (e.g., if a New Member adds a
Retail Order ADV (i.e., yielding fee code ZA) of greater than or
equal to 0.45%, the New Member would receive the enhanced rebate of
$0.0037 per share under Retail Volume Tier 2).
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2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent
with the objectives of Section 6 of the Act,\26\ in general, and
furthers the objectives of Section 6(b)(4) and 6(b)(5),\27\ in
particular, as it is designed to provide for the equitable allocation
of reasonable dues, fees and other charges among its Members, issuers
and other persons using its facilities.
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    \26\ 15 U.S.C. 78f.
    \27\ 15 U.S.C. 78f(b)(4) and (5).
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    The Exchange operates in a highly competitive market in which
market participants can and do move order flow or discontinue or reduce
use of certain categories of products, in response to fee changes.
Moreover, in the current competitive market environment, market
participants also have a choice of where to become members.
Accordingly, the Exchange believes that it is reasonable to offer
discounted membership fees, physical and logical port fees and certain
market data fees for up to 18 months for new RMOs in order to provide
an incentive for smaller retail broker-dealers to apply for Exchange
membership. The Exchange believes that providing an incentive for
retail broker-dealers that are not currently Exchange members to apply
for membership would encourage market participants to become members of
the Exchange and bring additional liquidity to a public market. In
addition, the Exchange believes that the proposal could result in
additional retail liquidity to a public exchange, to the benefit of all
market participants. The Exchange believes creating incentives and
opportunities for new retail members on the Exchange protects investors
and the public interest by increasing the competition and liquidity on
a transparent public market.
    The Exchange also notes that relative volume-based incentives and
discounts have been widely adopted by exchanges, including the
Exchange, and are reasonable, equitable and non-discriminatory because
they are open on an equal basis to similarly situated members 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. Accordingly, the
Exchange believes the proposed New Retail Membership Program Volume
Tiers are reasonable as they provide New Members an opportunity to
receive enhanced rebates for their liquidity adding retail orders. The
Exchange believes that the proposed enhanced rebates under the Retail
Membership Program Volume Tiers 1 and 2 are reasonable as they are in
line with existing rebates under the existing Retail Volume Tiers,
which similarly provide enhanced rebates to RMOs on their liquidity
adding retail orders if they meet certain thresholds. Additionally, the
Exchange believes the proposed rebates are commensurate with the
proposed criteria. That is, the rebate reasonably reflects the
difficulty in achieving the corresponding criteria as amended. The
proposed Retail Membership Program Volume Tiers are designed as an
incentive to any and all New Members interested in meeting the proposed
tier criteria to submit additional adding retail order flow to the
Exchange. The Exchange notes that greater add volume order flow
provides for deeper, more liquid markets and execution opportunities,
and greater remove volume order flow increases transactions on the
Exchange, which incentivizes liquidity providers to submit additional
liquidity and execution opportunities, thus, providing an overall
increase in price discovery and transparency on the Exchange.
    The Exchange believes that the proposal is also equitable and not
unfairly discriminatory. In the prevailing competitive environment,
members, including retail-focused members, are free to disfavor
Exchange membership and the Exchange's pricing if they believe that
alternatives offer them better value. The proposed discounted access to
Exchange services for up to 18 months and proposed New Retail
Membership Program Volume Tiers do not permit unfair discrimination
because the proposed changes would apply to all similarly situated
members, who would all benefit from the lower and discounted fees, as
well as proposed enhanced rebates, on an equal basis. Indeed, the
Exchange believes the proposed Program is equitable and not unfairly
discriminatory because it's open to all eligible New Members. The
Exchange also believes it's equitable and not unfairly discriminatory
to apply the Program only to qualifying New

Members because it is designed to encourage new retail market
participants to become RMOs on the Exchange that may not otherwise do
so due in part to the costs associated with becoming members of an
exchange. Also, the Exchange believes it's equitable and not unfairly
discriminatory to apply the proposed Program only to RMOs. As noted
above, competition for retail order flow is intense and the Exchange
has historically adopted a variety of incentives to encourage retail
participation on the Exchange, including offering enhanced rebates for
retail order flow.\28\ Moreover the proposed Program is designed to
incentivize increased Retail Order flow on the Exchange, which orders
are generally submitted in smaller sizes and tend to attract Market
Makers, as smaller size orders are easier to hedge. Increased Market
Maker activity facilitates tighter spreads, signaling an additional
corresponding increase in order flow from other market participants,
which contributes towards a robust, well-balanced market ecosystem.
Increased overall order flow benefits all investors by deepening the
Exchange's liquidity pool, potentially providing even greater execution
incentives and opportunities, offering additional flexibility for all
investors to enjoy cost savings, supporting the quality of price
discovery, promoting market transparency and improving investor
protection. The Exchange additionally notes that while the Program is
applicable only to New Members (that are RMOs), the Exchange does not
believe this application is discriminatory as the Exchange offers
alternative incentives for non-RMO order flow and also provides
existing RMOs opportunities to receive enhanced rebates under existing
volume tiers.\29\ Similarly, the Exchange believes it's equitable and
not unfairly discriminatory to reduce the available discounts for
membership, physical and logical ports, and market data fees for New
Members that reach a certain threshold of Retail ADV as a percentage of
TCV during months 13-18 of the Program. As noted above, the proposed
Program is designed to encourage new smaller, retail-oriented broker
dealers to become members of the Exchange to become RMOs on the
Exchange. The Exchange therefore believes it is reasonable and
appropriate to reduce available discounts for non-transaction fees once
a New Member has become more established and has grown to such degree
that they are able to achieve the specified levels of Retail ADV as a
percentage of TCV. Moreover, the Exchange notes that such members
continue to be eligible to receive the enhanced rebates under the new
Retail Membership Program Volume Tiers, as well as the further enhanced
rebates under the existing Retail Volume Tiers, which directly
corresponds to increased Retail ADV as a percentage of TCV.
Accordingly, the Exchange believes that once a New Member is able to
meet the specified thresholds, such New Members have less need to avail
themselves of non-transaction fee discounts.
---------------------------------------------------------------------------

    \28\ For example, the Exchange offers a higher standard rebate
for Retail Orders that add liquidity (i.e., orders yielding fee code
``ZA'') of $0.00320 per share in lieu of the standard liquidity
adding rebate of $0.00160 per share. The Exchange also offers
further enhanced rebates for qualifying RMOs under the existing
Retail Volume Tiers. See EDGX Equities Fees Schedule, Fee Codes and
Associated Fees and current Footnote 3, respectively.
    \29\ For example, the Exchange provides opportunities to all
Members to receive an enhanced rebate on their order flow under the
existing Add/Remove Volume Tiers. See EDGX Fee Schedule, Footnote 1.
Additionally, RMOs may receive enhanced rebates for retail order
flow under the existing Retail Volume Tiers. See EDGX Fee Schedule,
current Footnote 3.
---------------------------------------------------------------------------

    Lastly, the Exchange notes another exchange has adopted a similar
18-month program that provides for similar discounts on membership,
connectivity and market data fees for the purpose of incentivizing
smaller, retail-oriented broker dealers to become members of the
Exchange.\30\ For the foregoing reasons, the Exchange believes that the
proposal is consistent with the Act.
---------------------------------------------------------------------------

    \30\ See note 7, supra.
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B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule changes will
impose any burden on competition not necessary or appropriate in
furtherance of the purposes of the Act. Instead, as discussed above,
the Exchange believes that the proposed changes would increase
competition by reducing the cost of operating as an Exchange member,
which the Exchange believes will enhance market quality through the
submission of additional retail liquidity to a public exchange, thereby
promoting market depth, price discovery and transparency and enhancing
order execution opportunities for members. As a result, the Exchange
believes that the proposed change furthers the Commission's goal in
adopting Regulation NMS of fostering integrated competition among
orders, which promotes ``more efficient pricing of individual stocks
for all types of orders, large and small.'' \31\
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    \31\ See Securities Exchange Act Release No. 51808 (June 9,
2005), 70 FR 37496, 37499 (June 29, 2005).
---------------------------------------------------------------------------

    Intramarket Competition. The proposed changes are designed to
attract additional Members and retail order flow to the Exchange. The
Exchange believes that the proposed changes would continue to
incentivize market participants to become Exchange members and direct
order flow, especially retail order flow, to the Exchange. As discussed
above, greater liquidity benefits all market participants on the
Exchange by encouraging market participants to become Exchange members
and send orders to the Exchange, thereby providing more trading
opportunities and contributing to robust levels of liquidity on the
Exchange, which benefits all market participants. The proposed lower
fees and discounts would be available to all similarly situated market
participants, and, as such, the proposed change would not impose a
disparate burden on competition among market participants on the
Exchange. As noted, the proposal would apply to all similarly situated
members on the same and equal terms, who would benefit from the changes
on the same basis. Moreover, the Exchange believes that it is
appropriate to limit the proposed Program to New Member RMOs as the
Exchange is attempting to increase retail participation and as
discussed above, the presence of Retail Orders on EDGX has the
potential to benefit all market participants. The Exchange notes that
competition for retail order flow is particularly fierce and in that
context, the Exchange believes that it is appropriate to provide
additional incentives for retail-oriented broker dealers to become
Members submit retail order flow. Accordingly, the proposed change
would not impose a disparate burden on competition among market
participants on the Exchange.
    Intermarket Competition. 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 other
equities exchanges, off-exchange venues, and alternative trading
systems. Additionally, the Exchange represents a small percentage of
the overall market. Based on publicly available information, no single
equities exchange has more

than 16% of the market share.\32\ 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.'' \33\ 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'. . . .''.\34\ 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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    \32\ Supra note 4. [sic].
    \33\ See Securities Exchange Act Release No. 51808 (June 9,
2005), 70 FR 37496, 37499 (June 29, 2005).
    \34\ 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 \35\ and paragraph (f) of Rule 19b-4 \36\
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.
---------------------------------------------------------------------------

    \35\ 15 U.S.C. 78s(b)(3)(A).
    \36\ 17 CFR 240.19b-4(f).
---------------------------------------------------------------------------

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:

Electronic Comments

     Use the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to<EMAIL_ADDRESS>Please include
File Number SR-CboeEDGX-2021-034 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-2021-034. This
file number should be included on the subject line if email is used. To
help the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's internet website (http://www.sec.gov/rules/sro.shtml).
Copies of the submission, all subsequent amendments, all written
statements with respect to the proposed rule change that are filed with
the Commission, and all written communications relating to the proposed
rule change between the Commission and any person, other than those
that may be withheld from the public in accordance with the provisions
of 5 U.S.C. 552, will be available for website viewing and printing in
the Commission's Public Reference Room, 100 F Street NE, Washington, DC
20549 on official business days between the hours of 10:00 a.m. and
3:00 p.m. Copies of the filing also will be available for inspection
and copying at the principal office of the Exchange. All comments
received will be posted without change. Persons submitting comments are
cautioned that we do not redact or edit personal identifying
information from comment submissions. You should submit only
information that you wish to make available publicly. All submissions
should refer to File Number SR-CboeEDGX-2021-034, and should be
submitted on or before August 20, 2021.
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    \37\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\37\
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-16228 Filed 7-29-21; 8:45 am]
BILLING CODE 8011-01-P