[Federal Register Volume 84, Number 161 (Tuesday, August 20, 2019)]
[Notices]
[Pages 43242-43246]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-17848]
[[Page 43242]]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-86684; File No. SR-CboeEDGA-2019-014]
Self-Regulatory Organizations; Cboe EDGA Exchange, Inc.; Notice
of Filing and Immediate Effectiveness of a Proposed Rule Change
Relating to Amending Its Fee Schedule Assessed on Members To Establish
a Monthly Trading Rights Fee
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(the ``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given
that on August 1, 2019, Cboe EDGA Exchange, Inc. (the ``Exchange'' or
``EDGA'') filed with the Securities and Exchange Commission (the
``Commission'') the proposed rule change as described in Items I, II,
and III below, which Items have been prepared by the Exchange. The
Commission is publishing this notice to solicit comments on the
proposed rule change from interested persons.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
Cboe EDGA Exchange, Inc. (the ``Exchange'' or ``EDGA Equities'')
proposes to amend its fee schedule assessed on Members to establish a
monthly Trading Rights Fee. 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/equities/regulation/rule_filings/edga/), at the Exchange's Office of the Secretary, and at
the Commission's Public Reference Room.
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, the Exchange included statements
concerning the purpose of and basis for the proposed rule change and
discussed any comments it received on the proposed rule change. The
text of these statements may be examined at the places specified in
Item IV below. The Exchange has prepared summaries, set forth in
sections A, B, and C below, of the most significant aspects of such
statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
1. Purpose
The purpose of the proposed rule change is to establish a monthly
Trading Rights Fee under the ``Membership Fees'' section of the fee
schedule. The Trading Rights Fee will be assessed on Members that trade
more than a specified volume in U.S. equities, and will assist in
covering the cost of a well-regulated and maintained Exchange. Self-
regulation, with oversight by the Commission, is a basic premise of the
Exchange Act.\3\ For example, Congress recognized the regulatory role
of national securities exchanges in section 6 of the Exchange Act,
requiring all existing securities exchanges to register with the
Commission and to function as self-regulatory organizations.\4\ The
Exchange remains committed to its regulatory responsibilities under the
Exchange Act, and has devoted significant resources to providing a
fair, orderly, and well-regulated market for its members. The proposed
Trading Rights Fees will help fund a small portion of the Exchange's
regulatory efforts, and therefore facilitate effective regulation of
the U.S. equities markets, consistent with the goals of Congress and
the Commission.
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\3\ See Securities Exchange Act Release No. 58092 (July 3,
2008), 73 FR 40143 (July 11, 2008).
\4\ Id.
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The proposed Trading Rights Fee represents a modest charge to firms
that have chosen to become members of the Exchange, and that therefore
both consume more regulatory resources, and benefit from the Exchange's
regulatory efforts by having access to a well-regulated market.
Specifically, the Exchange proposes to charge Member firms a monthly
Trading Rights Fee of $250 per month for the ability to trade on the
Exchange. So as to continue to encourage active participation on the
Exchange by smaller Members, the Trading Rights Fee would not be
charged to Members with a monthly ADV \5\ of less than 100,000 shares.
In addition to this, the proposed fee will not be charged to new
Exchange Members for their first three months of Membership. The
Exchange intends to implement the proposed fee on August 1, 2019. The
proposed fee and waivers are described in detail below.
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\5\ ``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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Membership Fee per Month
As stated, the Exchange will apply a $250 Trading Rights charge to
Members per month. The Exchange believes the proposed Trading Rights
Fee assessed aligns with the benefit provided by allowing Members to
trade on an efficient and well-regulated market. The proposed Trading
Rights Fee will fund a portion of the costs incurred by the Exchange in
regulating and maintaining its equities market. These costs incurred by
the Exchange are necessary to maintain an efficient equities exchange,
as a well-regulated exchange is inherent in the nature of all self-
regulatory organizations (``SROs''). Due to the importance of effective
regulation of the securities markets, an efficient regulatory division
must be appropriately funded at all times. In particular, in order to
successfully carry out the purposes of the Act and maintain fair,
orderly, and efficient markets, and the protection of investors, SROs
must invest in robust programs, policies, and procedures to enforce
member compliance with both the rules of the exchange and federal
securities laws.\6\ In order to achieve this objective, the Exchange
continuously invests in compliance, surveillance, technology,
resources, and staff necessary to build and maintain such programs,
policies, and procedures, some of which must be implemented in order to
carry out industry-wide plans adopted by the Commission. For example,
the Exchange's Regulatory Service Agreement (``RSA'') costs alone,
which include funding for regulatory services in connection with market
and financial surveillance, examinations, investigations, and
disciplinary procedure, have increased 18.9% from 2016 to 2019. In
addition to this, the Exchange's overall regulatory costs have grown
115.1% from 2016 to 2019. These costs have been incurred as a result of
the allocation of increased regulatory resources and capabilities to
implement and conduct regular surveillance for initiatives and programs
such as regulatory software and infrastructure, alerts for various
rules and initiatives, new and continued product listings, improvements
to investigative processes, and so on. Therefore, the Exchange believes
the proposed fee is appropriate to cover a portion of costs for the
surveillance, technology, and vast resources necessary to ensure that
the Exchange is effectively organized and has the capacity to be able
to carry out the purposes of the Act.
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\6\ See 15 U.S.C. 78f(b).
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[[Page 43243]]
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 represents a small
percentage of the overall market, and broker-dealers routinely choose
among a number of different venues to execute their equity order flow.
These venues include thirteen 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. Broker-dealers are not compelled to be Members of the
Exchange, and a significant proportion of broker-dealers that trade
U.S. equity securities have, in fact, chosen not to apply for
membership on the Exchange. The Exchange currently has 116 registered
members. By contrast, the Nasdaq Stock Market LLC (``Nasdaq'') has
approximately 337 current members,\7\ which is more than twice as many
as EDGA. Indeed, broker-dealers even choose between affiliated
exchanges in deciding where to become a member. Of the Exchange's
affiliated exchanges, Cboe EDGX Exchange, Inc. (``EDGX'') currently has
135 members, Cboe BYX Exchange, Inc. (``BYX'') 124 members, and Cboe
BZX Exchange, Inc. (``BZX'') 158 members. None of the Exchange's
Members or members of any of the affiliated exchanges are required to
hold memberships across the affiliated exchanges. The same is true for
participation on the Exchange itself; Membership is not a requirement
to participate on the Exchange. Indeed, a number of firms, including
larger firms with significant daily trading volume, currently
participate on the Exchange though sponsored access arrangements rather
than by becoming a member.
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\7\ See NasdaqTrader.com Symbol Lookup (July 31, 2019),
available at http://www.nasdaqtrader.com/trader.aspx?id=symbollookup.
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The cost of membership on the Exchange, including the proposed
Trading Rights Fees, is significantly lower than the cost of membership
in a number of other SROs.\8\ For example, the Exchange's proposed
Trading Rights Fee at $250 a month is substantially lower than Nasdaq's
analogous fee, which assesses a monthly Trading Rights Fee of $1,250
per member. In sum, the Exchange believes the fee is priced
appropriately as it is competitive with other exchanges that offer
membership to their exchanges while also helping to pay for the
increased cost of regulation.
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\8\ See Nasdaq Stock Market Equity Rules, Equity 7, Sec. 10(a)
(assessing a trading rights fee of $1,250 per month per each
member); New York Stock Exchange Price List 2019, ``Trading
Licenses'' (assessing an annual fee $50,000 for the first trading
license held by a member, to which the Exchange notes that the
Exchange assesses a $2,500 annual fee for membership, and that this
annual fee coupled with 12 months of the proposed Trading Rights
Fees remains substantially lower than NYSE's annual trading license
fee); see also Securities Exchange Act Release No. 81133 (July 12,
2017), 82 FR 32904 (July 18, 2017) (The Nasdaq Stock Market LLC;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change
To Increase the Trading Rights Fee) (SR-NASDAQ-2017-065). The
Exchange notes that this Nasdaq filing supports its implemented
Trading Rights Fee without explanation as to why an increase in
funding was necessary or as to specific items covered under the
broad umbrella of a well-regulated market.
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New Member Waiver
As stated above, the proposed fee would not apply to new Members
for their first three months of Exchange Membership. The Exchange
recognizes that new Members provide new and important sources of
liquidity. As such, the Exchange proposes that new Exchange Members
will not be charged the proposed Trading Rights Fee for their first
three months of Membership. The Exchange believes that the proposed
waiver will allow new firms the flexibility in resources needed to
initially adjust to the Exchange's market-model and functionality. The
Exchange notes that for any month in which a firm is approved for
Membership with the Exchange, the monthly Trading Rights Fee will be
pro-rated in accordance with the date on which Membership is approved.
For example, if a firm's Membership is approved on August 15, 2019,
then, as proposed, it would not be charged for its first three months
of Membership. The month of November would then be pro-rated and the
Trading Rights Fee would be assessed from November 15, 2019 through the
end of the month. During any month in which a firm terminates
Membership with the Exchange, the monthly Trading Rights Fee will not
be pro-rated.
ADV Threshold Waiver
As stated above, the Exchange would also waive the monthly Trading
Rights fee for Members with a monthly ADV \9\ of less than 100,000
shares. The proposed waiver is designed to reduce the costs of smaller
Members that transact on the Exchange. Smaller Members execute low
volumes on the Exchange, and, as a result, consume few regulatory
resources. In addition, allowing smaller Members to trade on the
Exchange without incurring a Trading Rights Fee may encourage
participation from such Members as they grow their business, and
thereby contribute to a more diverse and competitive market for equity
securities traded on the Exchange. The median ADV per firm per month on
the Exchange is 243,595. Therefore, the Exchange believes that ADV of
100,000 serves as an appropriate threshold to capture firms that are
truly smaller volume firm outliers as compared to the overall ADV
across all firms.
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\9\ ``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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2. Statutory Basis
The Exchange believes the proposed rule change is consistent with
the Securities Exchange Act of 1934 (the ``Act'') and the rules and
regulations thereunder applicable to the Exchange and, in particular,
the requirements of Section 6(b) of the Act.\10\ Specifically, the
Exchange believes the proposed rule change is consistent with Section
6(b)(4) of the Act,\11\ which requires that Exchange rules provide for
the equitable allocation of reasonable dues, fees, and other charges
among its Members and other persons using its facilities. The Exchange
also believes that the proposed rule change is consistent with the
objectives of Section 6(b)(5) 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,
and, particularly, is not designed to permit unfair discrimination
between customers, issuers, brokers, or dealers.
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\10\ 15 U.S.C. 78f(b).
\11\ 15 U.S.C. 78f(b)(4).
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In particular, the Exchange believes that the proposed Trading
Rights Fee is reasonable because the fee will assist in funding the
overall regulation and maintenance of the Exchange. Effective
regulation is central to the proper functioning of the securities
markets. Recognizing the importance of such efforts, Congress decided
to require national securities exchanges to register with the
Commission as self-regulatory organizations to carry out the purposes
of the Exchange Act. The Exchange therefore believes that it is
critical to ensure that regulation is appropriately funded. While the
proposed Trading Rights Fees are set at a modest level,
[[Page 43244]]
and will fund only a relatively small portion of the Exchange's total
regulatory costs, the Exchange believes that such fees will contribute
appropriately to ensuring that adequate resources are devoted to
regulation, as contemplated by Congress.
The proposed Trading Rights Fee is reasonable because it represents
a modest charge to firms that have chosen to become members of the
Exchange, and that therefore both consume more regulatory resources,
and benefit from the Exchange's regulatory efforts by having access to
a well-regulated market. As stated, the Exchange will apply a $250
Trading Rights charge to Members per month. Allocating the proposed
Trading Rights Fee to fund a portion of the cost incurred by the
Exchange in regulating and maintaining its equities market is
reasonable because the costs incurred are necessary to maintain an
efficient and well-regulated equities exchange. In order to
successfully carry out the purposes of the Act and maintain fair,
orderly, and efficient markets, and the protection of investors, the
Exchange, like all SROs, continuously invests in robust programs,
policies, and procedures to enforce member compliance with both the
rules of the exchange and federal securities laws.\12\ As discussed
above, from 2016 to 2019, the Exchange's RSA costs alone, which cover
regulatory services in connection with market and financial
surveillance, examinations, investigations, and disciplinary procedure,
have increased 18.9%, while the Exchange's overall regulatory costs
have grown 115.1%. Such regulatory costs have been incurred as a result
of the allocation of increased regulatory resources and capabilities to
implement and conduct regular surveillance for initiatives and programs
such as regulatory software and infrastructure, alerts for various
rules and initiatives, new and continued product listings, improvements
to investigative processes, and so on. It is reasonable to apply the
proposed fee to contribute to a small portion of such costs that will
help to fund surveillance, technology, and vast resources necessary to
ensure that the Exchange is so organized and has the capacity to be
able to carry out the purposes of the Act.
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\12\ See 15 U.S.C. 78f(b).
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Additionally, the Exchange believes the fee is reasonable because
the cost of this membership fee is generally less than the analogous
membership fees of other markets. As indicated above, the Exchange's
proposed Trading Rights Fee at $250 a month is substantially lower than
Nasdaq's analogous fee, which assesses a monthly Trading Rights Fee of
$1,250 per member. Trading Rights Fees, like those proposed here, are
not new in the equities markets. A number of national securities
exchanges currently charge such fees to assist in funding their
regulatory efforts. The Exchange believes that it is appropriate to
institute a similar fee to fund its increasing regulatory costs.
The Exchange believes that not charging its new Members the
proposed Trading Rights Fee for their first three months of Membership
is reasonable because it provides an incentive for firms and other
participants that are not currently Members of the Exchange to apply
for Membership and bring additional liquidity to the market, thus
greater trading opportunities, to the benefit of all market
participants. The proposed waiver is also reasonable because it will
allow new firms the flexibility in resources needed to initially adjust
to the Exchange's market-model and functionality. The Exchange believes
that not charging a Trading Rights Fee for new Members will incentivize
firms to become Members of the Exchange. Furthermore, creating
incentives for new Exchange Members protects investors and the public
interest by increasing the competition and liquidity across the
Exchange.
Similarly, the Exchange believes that not charging a Trading Rights
Fee for Members that trade less than a monthly ADV of 100,000 shares is
reasonable because it ensures that smaller Members who do not trade
significant volume on the Exchange can continue to trade on the
Exchange at a lower cost. Because smaller Members with lower volumes
executed on the Exchange consume fewer regulatory resources the
Exchange believes it is reasonable to apply a waiver to Members on the
lower side of the ADV scale for all firms. Moreover, the Exchange
believes that the proposed threshold is reasonable because the median
ADV per firm per month on the Exchange is 243,595, therefore, an ADV
threshold of 100,000 will serve as an appropriate threshold to capture
firms which are true, smaller volume firm outliers as compared to the
overall ADV across all firms.
The Exchange believes that the proposed Trading Rights Fee is
equitable and is not unfairly discriminatory because it will apply
equally to all Members with an ADV of 100,000 shares or more traded per
month and all Members that are not within their first three months of
new Membership on the Exchange. As proposed, all members that do not
qualify for a waiver would be charged the same, modest fee for their
membership. The proposed fee is therefore charged on an equal and non-
discriminatory basis for all such members. At the same time, the
Exchange believes that it is important to continue to encourage
participation from firms that represent ordinary investors, that have
more limited trading activity, or that are new members.
Specifically, the Exchange believes that not charging the Trading
Rights Fee for Members that do not meet the ADV threshold in a month is
equitable and not unfairly discriminatory because it will apply equally
to all such firms that meet this criteria and it considers the fact
that smaller firms with significantly lower volume than most firms
consume less regulatory resources, therefore, it ensures that disparate
treatment does not exist for firms that are much smaller than the
average firm on the Exchange. Finally, the Exchange believes that not
charging a Trading Rights Fee for a new Member for the first three
months of Membership is equitable and not unfairly discriminatory
because the proposed waiver will be offered to all market participants
that wish to become Members of the Exchange and is equitable because it
will allow new firms the flexibility in resources needed to initially
adjust to the Exchange's market-model and functionality. In addition to
this, the proposed waiver intends to incentivize new Membership which
will bring increased liquidity and competition to the benefit of all
market participants.
The Exchange also notes that the proposed fee is equitable and not
unfairly discriminatory because it will contribute to a portion of the
costs incurred by the Exchange in providing its Members with an
efficient and well-regulated market, which benefits all Members. As
stated, as an SRO, it is necessary for the Exchange to continuously
invest in robust programs, policies, and procedures to ensure its
markets are well-regulated in order to successfully carry out the
purposes of the Act and maintain fair, orderly, and efficient markets,
and the protection of investors.
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 intramarket competition that is not necessary in
furtherance of the purposes of the Act because the proposed rule change
will apply equally to all Members that reach an ADV of 100,000 shares
traded or greater and those that are not within their first three
[[Page 43245]]
months of new Membership on the Exchange. Although smaller Members
would be excluded from the proposed fee, the Exchange believes that
this may increase competition by encouraging additional order flow from
such smaller Members thereby contributing to a more diverse, vibrant,
and competitive market. Finally, while the proposed three month waiver
of the Trading Rights Fee only applies to new Members, this
incentivizes new Members which can be an important source of liquidity
and facilitate competition within the market.
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,
including competition for exchange memberships. Members have numerous
alternative venues that they may participate on, including 12 other
equities exchanges, as well as off-exchange venues, including over 50
alternative trading systems.\13\ The Exchange represents a small
percentage of the overall market. Based on publicly available
information, no single equities exchange has more than 20% market
share, and no exchange group has more than 22% market share.\14\
Indeed, while trade through and best execution obligations may require
a firm to access the Exchange, no firm is compelled to be a Member of
the Exchange in order to participate in the Exchange and may freely
choose to participate on the Exchange without holding a Membership. If
the proposed fee is unattractive to members, it is likely that the
Exchange will lose membership and market share as a result. As a
result, the Exchange carefully considers any increases to its fees in
concert, balancing the utility in remaining competitive with other
exchanges and with alternative trading systems exempted from compliance
with the statutory standards applicable to exchanges, including the
requirement to regulate their members, and in covering costs described
in the filing that are associated with maintaining its equities market
and its regulatory programs to ensure that the Exchange remains an
efficient and well-regulated marketplace. In addition to this the
Exchange notes that other exchanges currently have trading rights fees
in place,\15\ which have been previously filed with the Commission.
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\13\ See U.S. Securities and Exchange Commission Alternative
Trading Systems (``ATS'') List (June 30, 2019), available at https://www.sec.gov/foia/docs/atslist.htm.
\14\ See Cboe Global Markets U.S. Equities Market Volume Summary
(July 31, 2019), available at https://markets.cboe.com/us/equities/market_share.
\15\ See supra note 5.
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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.'' 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' . . . .''. 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.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
The Exchange neither solicited nor received comments on the
proposed rule change.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
The foregoing rule change has become effective pursuant to Section
19(b)(3)(A) of the Act \16\ and paragraph (f) of Rule 19b-4 \17\
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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\16\ 15 U.S.C. 78s(b)(3)(A).
\17\ 17 CFR 240.19b-4(f).
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IV. Solicitation of Comments
Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:
Electronic Comments
Use the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or
Send an email to [email protected]. Please include
File Number SR-CboeEDGA-2019-014 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-CboeEDGA-2019-014. 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-CboeEDGA-2019-014 and
[[Page 43246]]
should be submitted on or before September 10, 2019.
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\18\ 17 CFR 200.30-3(a)(12).
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\18\
Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2019-17848 Filed 8-19-19; 8:45 am]
BILLING CODE 8011-01-P