[Federal Register Volume 85, Number 159 (Monday, August 17, 2020)]
[Notices]
[Pages 50055-50059]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2020-17823]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-89525; File No. SR-CboeBZX-2020-065]


Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of 
Filing and Immediate Effectiveness of a Proposed Rule Change Relating 
To Amend Its Fees Schedule

August 11, 2020.
    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 4, 2020, Cboe BZX Exchange, Inc. (the ``Exchange'' or 
``BZX'') 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 BZX Exchange, Inc. (the ``Exchange'' or ``BZX'') is filing 
with the Securities and Exchange Commission (``Commission'') a proposed 
rule change 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 (http://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 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 for its equity 
options platform (``BZX Options'').\3\
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    \3\ The Exchange initially filed the proposed fee changes on 
July 31, 2020 (SR-CboeBZX-2020-062). On August 4, 2020, the Exchange 
withdrew that filing and submitted this filing.
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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 options venues to which market participants 
may direct their order flow. Based on publicly available information, 
no single options exchange has more than 17% of the market share and 
currently the Exchange represents only approximately 8% of the market 
share.\4\ Thus, in such a low-concentrated and highly competitive 
market, no single options exchange, including the Exchange, possesses 
significant pricing power in the execution of option order flow. The 
Exchange believes that the ever-shifting market share among the 
exchanges from month to month demonstrates that market participants can 
shift order flow, or discontinue to reduce use of certain categories of 
products, in response to fee changes. Accordingly, competitive forces 
constrain the Exchange's transaction fees, and market participants can 
readily trade on competing venues if they deem pricing levels at those 
other venues to

[[Page 50056]]

be more favorable. The Exchange's fee schedule sets forth standard 
rebates and rates applied per contract, which varies depending on the 
Member's Capacity (Customer, Firm, Market Maker, etc.), whether the 
order adds or removes liquidity, and whether the order is in Penny or 
Non-Penny Pilot Securities. 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. Options Market Month-to-Date 
Volume Summary (July 27, 2020), available at https://markets.cboe.com/us/options/market_statistics/.
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    For example, the Exchange currently offers five NBBO Setter Tiers 
under footnote 7 of the Fee Schedule which provide additional rebates 
between $0.01 and $0.05 per contract for qualifying orders which 
establish a new NBBO and yield fee code PM or PN,\5\ where a Member 
meets certain liquidity thresholds. Under the current NBBO Setter 
Tiers, a Member may receive an additional rebate where the Member has 
an ADAV \6\ in Non-Customer orders, or Firm/Market Maker/Away MM orders 
greater or equal to a specified percentage of OCV.\7\ The Exchange now 
proposes to amend the criteria in NBBO Setter Tiers 2 through 5 by 
increasing, in each, a percentage of ADV into average OCV within 
existing criteria and also adding to Tier 5 a new, additional criteria 
that that a Member must meet to receive the existing additional rebate. 
The Exchange notes that the proposed changes do not alter the current 
rebates provided under NBBO Setter Tiers 2 through 5.
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    \5\ Orders yielding fee code PM are Market Maker orders that add 
liquidity in Penny Pilot Securities and are offered a rebate of 
$0.29, and orders yielding fee code PN are Away Market Maker orders 
that add liquidity in Penny Pilot Securities and are offered a 
rebate of $0.26.
    \6\ ``ADAV'' means average daily added volume calculated as the 
number of contracts added, per day.
    \7\ ``OCC Customer Volume'' or ``OCV'' means the total equity 
and ETF options volume that clears in the Customer range at the 
Options Clearing Corporation (``OCC'') for the month for which the 
fees apply, excluding volume on any day that the Exchange 
experiences an Exchange System Disruption and on any day with a 
scheduled early market close.
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    Specifically, Tier 2 currently provides an additional rebate of 
$0.02 for a Member's qualifying orders (i.e., that yield fee code PM or 
PN and establish a new NBBO) for Members that have (1) an ADAV in Non-
Customer orders greater than or equal to 0.40% of average OCV, and (2) 
an ADAV in Firm/Market Maker/Away Market Maker (MM) orders that 
establish a new NBBO greater than or equal to 0.05% of average OCV. 
Tier 3 currently provides an additional rebate of $0.03 for qualifying 
orders for Members that have (1) an ADAV in Non-Customer orders greater 
than or equal to 0.75% of average OCV, and (2) an ADAV in Firm/Market 
Maker/Away MM orders that establish a new NBBO greater than or equal to 
0.05% of average OCV. Tier 4 currently provides an additional rebate of 
$0.04 for qualifying orders for Members that have (1) an ADAV in Non-
Customer orders greater than or equal to 1.80% of average OCV, (2) an 
ADAV in Non-Customer Non-Penny orders greater than or equal to 0.20% of 
average OCV, and (3) an ADAV in Firm/Market Maker/Away MM orders that 
establish a new NBBO greater than or equal to 0.05% of average OCV. 
Tier 5 currently provides an additional rebate of $0.05 for qualifying 
orders for Member that have (1) an ADAV in Non-Customer orders greater 
than or equal to 3.00% of average OCV, and (2) Member has an ADAV in 
Firm/Market Maker/Away MM orders that establish a new NBBO greater than 
or equal to 0.05% of average OCV. The Exchange notes that prong 2 of 
Tiers 2, 3, and 5 and prong 3 of Tier 4 (as well as prong 2 of Tier 1 
which is not being amended) provide the same criteria. The proposed 
change updates these criteria in each tier to instead become 
incrementally more difficult. The proposed criteria in Tier 2 requires 
that a Member have an has an ADAV in Firm/Market Maker/Away MM orders 
that establish a new NBBO greater than or equal to 0.15% of average 
OCV, in Tier 3 requires a threshold greater than or equal to 0.30% of 
average OCV, in Tier 4 requires a threshold of greater than or equal to 
0.50% of average OCV, and in Tier 5 requires a threshold of 0.80% of 
average OCV. In addition to this, the proposed change amends the 
criteria in prong 1 of Tier 5 to decrease the threshold of Non-Customer 
orders over average OCV from 3.00% to 2.55% and adopts an additional 
criteria in Tier 5, a new prong 2 (current prong 2 will become prong 
3), which requires an ADAV in Non-Customer Non-Penny orders greater 
than or equal to 0.25% of average OCV. The proposed increases in Firm/
Market Maker/Away MM order ADAV that establish a new NBBO as a 
percentage of average OCV in Tiers 2 through 5 are intended to 
incrementally increase the level of difficulty in achieving each of 
these tiers, thus, incentivizing Members to increase their overall 
order flow to the Exchange by encouraging those Members to strive for 
the different, incrementally more difficult tier criteria under the 
proposed tiers to receive the additional rebates. The proposed 
additional prong of criteria in Tier 5 is also designed to 
incrementally increase the level of difficulty in achieving Tier 5, 
while the proposed decrease in the threshold of ADAV over average OCV 
in prong 1 is designed to balance the entirety of Tier 5's difficulty 
in light of the proposed additional criteria, incentivizing Members to 
continue to submit Non-Customer orders to the Exchange's Order Book.
    The Exchange believes that the proposed fee changes are overall 
designed to incentivize more Firm, Market Maker, and Away Market Maker 
add volume order flow to establish a new NBBO as well as overall Non-
Customer add volume order flow to the Exchange. Increased add volume 
order flow, particularly by liquidity providers, contributes to a 
deeper, more liquid market, which, in turn, provides for increased 
execution opportunities and thus overall enhanced price discovery and 
price improvement opportunities on the Exchange. As such, this benefits 
all Members by contributing towards a robust and well-balanced market 
ecosystem, offering additional flexibility for all investors to enjoy 
cost savings, supporting the quality of price discovery, promoting 
market transparency and improving investor protection.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with the objectives of Section 6 of the Act,\8\ in general, and 
furthers the objectives of Section 6(b)(4),\9\ in particular, as it is 
designed to provide for the equitable allocation of reasonable dues, 
fees and other charges among its Members and issuers 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) \10\ 
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

[[Page 50057]]

investors and the public interest, and, particularly, is not designed 
to permit unfair discrimination between customers, issuers, brokers, or 
dealers.
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    \8\ 15 U.S.C. 78f.
    \9\ 15 U.S.C. 78f(b)(4).
    \10\ 15 U.S.C. 78f.(b)(5).
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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 proposed rule change 
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.
    In particular, the Exchange believes the proposed tiers are 
reasonable because they amend existing opportunities in a manner that 
incentivizes increased Non-Customer (which would include, where 
applicable, Firm, Market Maker, and Away MM specifically) order flow 
via incrementally more challenging criteria in order to receive the 
same additional rebates on a Member's qualifying orders. The Exchange 
notes that volume-based incentives and discounts have been widely 
adopted by exchanges,\11\ including the Exchange,\12\ 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. 
Additionally, as noted above, the Exchange operates in a highly 
competitive market. The Exchange is only one of several options venues 
to which market participants may direct their order flow, and it 
represents a small percentage of the overall market. Competing options 
exchanges offer similar tiered pricing structures to that of the 
Exchange, including schedules of rebates and fees that apply based upon 
Members achieving certain volume and/or growth thresholds.
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    \11\ See e.g., NYSE Arca Options Fee Schedule, Firm and Broker 
Dealer Penny Posting Credit Tiers, and Non-Customer Non-Penny 
Posting Credit Tiers.
    \12\ See e.g., The Exchange's Fee Schedule, Footnote 4, NBBO 
Setter Tiers.
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    Moreover, the Exchange believes the amended NBBO Setter Tiers are a 
reasonable means to encourage Members to increase their liquidity on 
the Exchange, specifically their Non-Customer add volume order flow. 
The Exchange believes that modifying existing criteria in Tiers 2 
through 5 to be incrementally more difficult to achieve, as opposed to 
the current fixed criteria pursuant to the same prong in each tier, and 
adopting an additional prong of criteria in Tier 5 are reasonable 
modifications of existing criteria because they are designed to 
incrementally increase the difficulty in achieving these tiers, thereby 
incentivizing Members to increase their overall add volume order flow, 
and particularly, to strive to establish new NBBOs. This benefits all 
market participants by incentivizing continuous display of and 
opportunity to execute at the best prices, and by incentivizing overall 
additional liquidity, which signals other market participants to take 
the additional execution opportunities provided by such liquidity. 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. The Exchange also notes that it is reasonable to 
decrease the threshold of ADAV as a percentage average OCV in prong 1 
of Tier 5 in order to balance the ultimate level of difficult in 
achieving the tier with the added proposed prong of criteria that a 
Member must meet to achieve the current rebate.
    Further, the Exchange believes that the proposed rule changes are 
reasonable as they represent proportional increases in difficulty per 
adjacent tiers and the criteria thresholds appropriately reflect the 
incremental difficulty to achieve the existing rebates that increase 
with each ascending tier. For example, the Exchange proposes to 
simultaneously increase the ADAV thresholds of Firm/Market Maker/Away 
MM orders that establish a new NBBO in each of Tier 2, 3, 4, and 5 in a 
manner that poses a step up in difficulty per each ascending tier to 
achieve the current ascending rebates per each tier. The Exchange also 
believes that the proposed change to Tier 5 in adding another prong of 
criteria, as well as tempering the difficulty posed by the added prong 
by decreasing the threshold of ADAV over average OCV in an existing 
prong, appropriately balances the step up in difficulty from Tier 4 to 
Tier 5. The Exchange again notes that the proposed rule changes do not 
alter the amount of any of the current rebates in place.
    The Exchange believes that the proposal represents an equitable 
allocation of fees and is not unfairly discriminatory because all 
Members will be eligible for the proposed tier and the corresponding 
additional rebate will apply uniformly to all Members that reach the 
proposed tier criteria. That is, the proposed tiers are designed as an 
incentive to any and all Members interested in meeting the tier 
criteria to submit additional order flow to the Exchange and each will 
receive the proposed additional rebate if the tier criteria is met.
    The Exchange believes that the proposal represents an equitable 
allocation of rebates and is not unfairly discriminatory because all 
Members will continue to be eligible for NBBO Setter Tiers 2 through 5, 
as amended. The proposed changes to the tiers' criteria are designed as 
an incentive to any and all Members interested in meeting the tier 
criteria to submit additional Non-Customer orders (with opportunities 
to achieve such tiers via criteria for Firm/Market Maker/Away MM 
orders) to the Exchange. Each will have the opportunity to submit the 
requisite order flow and will receive the applicable existing rebate if 
the tier criteria are met. 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 tiers. While the Exchange has no 
way of predicting with certainty how the proposed tiers will impact 
Member activity, the Exchange anticipates that approximately at least 
three Members will be able to compete for and achieve the amended 
criteria in each of Tier 2 and Tier 3, and at least one Member will be 
able to compete for and achieve the amended criteria in each of Tier 4 
and Tier 5. The Exchange anticipates that the tiers will particularly 
include liquidity providers, such as traditional Market Makers, and 
wholesale or consolidator firms that mainly make markets for retail 
orders, each providing distinct types of order flow to the Exchange to 
the benefit of all market participants. The Exchange also notes that 
the proposed tiers will not adversely impact any Member's pricing or 
their ability to qualify for other rebate tiers. Rather, should a 
Member not meet the proposed criteria for a tier, the Member will 
merely not receive the corresponding additional rebate. Furthermore, 
the existing rebate and fees will continue to uniformly apply to all 
Members that meet the required criteria, as amended, per each 
respective tier.

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 or intermarket competition that is not

[[Page 50058]]

necessary or appropriate in furtherance of the purposes of the Act. 
Rather, as discussed above, the Exchange believes that the proposed 
change would encourage the submission of additional liquidity to a 
public exchange, thereby promoting market depth, price discovery and 
transparency and enhancing order execution opportunities for all 
Members. As a result, the Exchange believes that the proposed change 
furthers 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.'' \13\
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    \13\ 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 change does not impose any 
burden on intramarket competition that is not necessary or appropriate 
in furtherance of the purposes of the Act. Particularly, the proposed 
change applies to all Members equally in that all Members are eligible 
to achieve the tiers' proposed criteria, have a reasonable opportunity 
to meet the tiers' proposed criteria and will all receive the existing 
rebates if such criteria is met. Overall, the proposed change is 
designed to attract additional Non-Customer (including, where 
applicable, specifically Firm/Market Maker/Away MM) order flow to the 
Exchange. The Exchange believes that the modified tier criteria would 
incentivize market participants to strive to increase such order flow 
to the Exchange to meet the proposed criteria and, as a result, provide 
for deeper levels of liquidity, increasing trading opportunities for 
other market participants, thus signaling further trading activity, 
ultimately incentivizing more overall order flow and improving price 
transparency on the Exchange. Greater overall order flow and pricing 
transparency benefits all market participants on the Exchange by 
generally providing continuous trading opportunities, enhancing market 
quality, and continuing to encourage Members to send orders, thereby 
contributing towards a robust and well-balanced market ecosystem, which 
benefits all market participants.
    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 director their order flow, including 15 other options exchanges and 
off-exchange venues. Additionally, the Exchange represents a small 
percentage of the overall market. Based on publicly available 
information, no single options exchange has more than 17% of the market 
share.\14\ Therefore, no exchange possesses significant pricing power 
in the execution of option 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.'' \15\ 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'. . . .''.\16\ 
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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    \14\ See supra note 3.
    \15\ See Securities Exchange Act Release No. 51808 (June 9, 
2005), 70 FR 37496, 37499 (June 29, 2005).
    \16\ 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 \17\ and paragraph (f) of Rule 19b-4 \18\ 
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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    \17\ 15 U.S.C. 78s(b)(3)(A).
    \18\ 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-CboeBZX-2020-065 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-2020-065. 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

[[Page 50059]]

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-
CboeBZX-2020-065 and should be submitted on or before September 8, 
2020.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\19\
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    \19\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020-17823 Filed 8-14-20; 8:45 am]
BILLING CODE 8011-01-P