Federal Register / Vol. 85, No. 240 / Monday, December 14, 2020 / Notices 80871 

31 17 CFR 200.30–3(a)(12). 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

3The Exchange initially filed the proposed fee 

changes on December 1, 2020 (SR–CboeEDGX– 

2020–059). On December 3, 2020, the Exchange 

withdrew that filing and submitted this proposal. 

4See Cboe Global Markets, U.S. Equities Market 

Volume Summary, Month-to-Date (November 27, 

2020), available at https://markets.cboe.com/us/ 

equities/market_statistics/. 

5A ‘‘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). 

6A ‘‘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). 

7Appended to Retail Orders that add liquidity to 

EDGX and offered a rebate of $0.0032 per share. 

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–EMERALD–2020–18 and 

should be submitted on or before 

January 4, 2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.31

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2020–27393 Filed 12–11–20; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–90604; File No. SR– 

CboeEDGX–2020–060] 

Self-Regulatory Organizations; Cboe 

EDGX Exchange, Inc.; Notice of Filing 

and Immediate Effectiveness of a 

Proposed Rule Change To Amend its 

Fees Schedule 

December 8, 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 December 

3, 2020, 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. 

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’’) by 

amending (1) Retail Volume Tiers, (2) 

modifying Fee Codes EA and ER and (3) 

eliminating unused fee codes.3

The Exchange first notes that it 

operates in a highly competitive market 

in which market participants can 

readily direct order flow to competing 

venues if they deem fee levels at a 

particular venue to be excessive or 

incentives to be insufficient. More 

specifically, the Exchange is only one of 

16 registered equities exchanges, as well 

as a number of alternative trading 

systems and other off-exchange venues 

that do not have similar self-regulatory 

responsibilities under the Exchange Act, 

to which market participants may direct 

their order flow. Based on publicly 

available information,4 no single 

registered equities exchange has more 

than 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. 

The Exchange in particular operates a 

‘‘Maker-Taker’’ model whereby it pays 

credits to members that provide 

liquidity and assesses fees to those that 

remove liquidity. The Exchange’s fee 

schedule sets forth the standard rebates 

and rates applied per share for orders 

that provide and remove liquidity, 

respectively. Currently, for orders 

priced at or above $1.00, the Exchange 

provides a standard rebate of $0.00160 

per share for orders that add liquidity, 

assesses a standard fee of $0.00270 per 

share for orders that remove liquidity 

and assesses a standard fee of $0.0030 

for orders that are routed. For orders 

priced below $1.00, the Exchange a 

standard rebate of $0.00009 per share 

for orders that add liquidity, assesses a 

fee of 0.30% of Dollar Value for orders 

that remove liquidity and for orders that 

are routed. 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. 

Retail Volume Tiers 

Pursuant to footnote 3 of the fee 

schedule, the Exchange currently offers 

Retail Volume Tiers which provide 

Retail Member Organizations 

(‘‘RMOs’’) 5 an opportunity to receive an 

enhanced rebate from the standard 

rebate for Retail Orders 6 that add 

liquidity (i.e., yielding fee code ‘‘ZA’’ 7). 

Currently, the Retail Volume Tiers offer 

three levels of criteria difficulty and 

incentive opportunities in which RMOs 

may qualify for enhanced rebates for 

Retail Orders. The tier structure is 

designed to encourage RMOs to increase 

their order flow in order to receive an 

enhanced rebate on their liquidity 

adding orders, and the Exchange now 

proposes to amend existing Retail 

Volume Tiers 1, 2 and 3. The current 

Retail Volume Tiers are as follows: 

• Tier 1 provides an enhanced rebate 

of $0.0034 for a Member’s qualifying 

orders (i.e., yielding fee code ZA) where 


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8 ‘‘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. 

9 ‘‘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. 

10 ‘‘Step-Up Add TCV’’ means ADAV as a 

percentage of TCV in the relevant baseline month 

subtracted from current ADAV as a percentage of 

TCV. 

11 ‘‘Step-Up Add TCV’’ means ADAV as a 

percentage of TCV in the relevant baseline month 

subtracted from current ADAV as a percentage of 

TCV. 

12See e.g., Cboe EDGX Equities Fees Schedule, 

Fee Code HA which provides Non-Displayed orders 

that add liquidity a rebate of $0.00100 and Footnote 

1 which provides for 3 incentive tiers applicable to 

Non-Displayed Orders. 

13 15 U.S.C. 78f. 

14 15 U.S.C. 78f(b)(4). 

a Member adds a Retail Order ADV 8

(i.e., yielding fee code ZA) greater than 

or equal to 0.35% of the TCV.9

• Tier 2 provides an enhanced rebate 

of $0.0037 for a Member’s qualifying 

orders (i.e., yielding fee code ZA) where 

a Member (1) has a Retail Step-Up Add 

TCV 10 (i.e. yielding fee code ZA) from 

May 2020 greater than or equal to 0.10% 

and (2) removes a Retail Order ADV 

(i.e., yielding fee code ZR) greater than 

or equal to 0.15% of the TCV. 

• Tier 3 provides an enhanced rebate 

of $0.0036 for a Member’s qualifying 

orders (i.e., yielding fee code ZA) where 

a Member adds a Retail Order ADV (i.e., 

yielding fee code ZA) greater than or 

equal to 0.60% of the TCV. 

The Exchange proposes to update the 

criteria in Retail Volume Tier 2, adopt 

new Retail Volume Tier 4 and renumber 

Retail Volume Tiers 2 and 3. First, the 

Exchange proposes to ease the criteria 

under Retail Volume Tier 2. 

Particularly, to meet the proposed 

criteria in Tier 2 a Member must 

continue to satisfy the first prong of 

Retail Volume Tier 2 but also remove an 

ADV greater than or equal to 0.70% of 

the TCV (instead of removing Retail 

Order ADV greater than or equal to 

0.15%). The Exchange also proposes to 

adopt a new Retail Volume Tier 4 which 

would provide a rebate of $0.0037 per 

share where a Member (1) has a Retail 

Step-Up Add TCV 11 (i.e. yielding fee 

code ZA) from July 2020 greater than or 

equal to 0.05% and (2) adds a Retail 

Order ADV (i.e., yielding fee code ZA) 

greater than or equal to 0.40% of the 

TCV. The Exchange also proposes to 

switch the order of current Retail 

Volume Tiers 2 and 3 such that Retail 

Volume Tier 2 becomes Retail Volume 

Tier 3 and Retail Volume Tier 3 

becomes Retail Volume Tier 2. The 

proposed change would provide that the 

Retail Volume Tiers would be in 

ascending order with respect to the 

available rebates, which the Exchange 

believes would alleviate potential 

confusion and make the table easier for 

market participants to follow. 

The Exchange notes Retail Volume 

Tier 2, as modified, continues to be 

available to all RMOs and provide 

RMOs an opportunity to receive an 

enhanced rebate. Moreover, the 

proposed change to Retail Volume Tier 

2 and the proposed new Retail Volume 

Tier 4 are both designed to encourage 

RMOs 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. 

Fee Codes EA and ER 

The Exchange proposes to amend fee 

codes EA and ER which are appended 

to Internalized Trades. An Internalized 

Trade is a trade where the two orders 

inadvertently match against each other 

and share the same Market Participant 

Identifier (‘‘MPID’’). Fee code EA is 

appended to the side of an Internalized 

Trade that adds liquidity, while fee code 

ER is appended to the side of an 

Internalized Trade that removes 

liquidity. Orders that yield fee codes EA 

or ER are currently charged a fee of 

$0.00050 per share in securities priced 

at or above $1.00 and 0.15% of the 

dollar value of the trade in securities 

priced below $1.00. The Exchange 

proposes to provide that both fee codes 

apply to Displayed orders only. The 

proposed rule change would allow NonDisplayed orders that inadvertently 

match against each other and share the 

same MPID to be eligible to receive 

better prices, including rebates 

applicable to Non-Displayed orders that 

add liquidity.12

Elimination of Certain Routing Fee 

Codes 

The Exchange assesses fees in 

connection with orders routed away to 

various exchanges. The Exchange 

proposes to eliminate several routingrelated fee codes that have been unused 

for several years. Particularly, the 

Exchange proposes to eliminate the 

following fee codes: 

• Fee Code 9, which is appended to 

orders routed to NYSE Arca and adds 

liquidity (Tapes A or C) and provides a 

rebate of $0.00210 per share for 

securities priced at or above $1.00 and 

are free for securities priced below 

$1.00; 

• Fee Code NB, which is appended to 

orders routed to any exchange not 

covered by Fee Code NA and adds nondisplayed liquidity and assesses a fee of 

$0.00300 per share for securities priced 

at or above $1.00 and a fee of 0.30% of 

dollar value for securities priced below 

$1.00; 

• Fee Code R, which is appended to 

orders re-routed by NYSE and assesses 

a fee of 0.00300 per share for securities 

priced at or above $1.00 and a fee of 

0.30% of dollar value for securities 

priced below $1.00; 

• Fee Code RA, which is appended to 

orders re-routed to EDGA and adds 

liquidity and assess a fee of 0.00300 per 

share for securities priced at or above 

$1.00 and are free for securities priced 

below $1.00; and 

• Fee Code RB, which is appended to 

orders routed to BX and adds liquidity 

and assess a fee of 0.00200 per share for 

securities priced at or above $1.00 and 

are free for securities priced below 

$1.00. 

As noted, above the Exchange has 

observed no volume in recent years in 

orders yielding fee codes 9, NB, R, RA 

and RB. The Exchange believes that 

because no Members elect to route their 

orders that yield these fee codes, the 

current demand (or lack thereof) does 

not warrant the infrastructure and 

ongoing Systems maintenance required 

to support separate fee codes 

specifically applicable to these types of 

transactions. Therefore, the Exchange 

now proposes to delete fee codes 9, NB, 

R, RA and RB in the Fee Schedule. The 

Exchange notes that Members will 

continue to be able to choose to route 

their orders to any exchange covered by 

these fee codes and such orders will be 

automatically and uniformly assessed 

the current fees (or rebates) in place for 

routed orders, as applicable (e.g., the 

standard fees applied to routed orders, 

which yields fee code X). 

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

the objectives of Section 6 of the Act,13

in general, and furthers the objectives of 

Section 6(b)(4),14 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. 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 changes 

reflect a competitive pricing structure 


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15Such as the other Add/Remove Volume Tiers 

under Footnote 1 of the EDGX Fees Schedule which 

provide opportunities to all Members to submit the 

requisite order flow to receive an enhanced rebate. 

16See e.g., Cboe EDGX Equities Fees Schedule, 

Fee Code HA which provides Non-Displayed orders 

that add liquidity a rebate of $0.00100 and Footnote 

1 which provides for 3 incentive tiers applicable to 

Non-Displayed Orders. 

17See e.g., Cboe BZX Equities Fees Schedule, 

Cboe BYX Equities Fees Schedule and Cboe EDGA 

Fees Schedule. 

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 changes to Retail Volume 

Tier 2 (to be renumbered to Retail 

Volume Tier 3) are reasonable because 

the tier, as modified, continues to be 

available to all RMOs and provides 

RMOs an opportunity to receive an 

enhanced rebate using less stringent 

criteria. Similarly, the Exchange 

believes Retail Volume Tier 4 provides 

an additional opportunity for RMOs to 

receive an enhanced rebate if they meet 

the proposed criteria. The Exchange 

next 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 to all Members 

(and RMOs as applicable) 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 equity venues to 

which market participants may direct 

their order flow, and it represents a 

small percentage of the overall market. 

It is also only one of several maker-taker 

exchanges. Competing equity 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 thresholds. These competing 

pricing schedules, moreover, are 

presently comparable to those that the 

Exchange provides, including the 

pricing of comparable tiers. 

The Exchange also believes that the 

current enhanced rebates under Retail 

Volume Tier 2, along with the proposed 

new rebate under Retail Volume Tier 4 

are commensurate with the proposed 

criteria. That is, these rebates reasonably 

reflect the difficulty in achieving the 

corresponding criteria as amended. 

The Exchange believes that the 

proposal relating to the Retail Volume 

Tiers also represents an equitable 

allocation of rebates and is not unfairly 

discriminatory because all RMOs will 

continue to be eligible for each Retail 

Volume Tier. The proposed changes are 

designed as an incentive to any and all 

RMOs interested in meeting the tier 

criteria, as amended to submit 

additional adding and/or removing, or 

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. 

Also, an increase in Retail Order flow, 

which orders are generally submitted in 

smaller sizes, tends to attract MarketMakers, 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 also 

notes all RMOs will continue to have 

the opportunity to submit the requisite 

order flow and will receive the 

applicable enhanced rebate if the tier 

criteria is met. The Exchange 

additionally notes that while the Retail 

Volume Tiers are applicable only to 

RMOs, the Exchange does not believe 

this application is discriminatory as the 

Exchange offers similar rebates to nonRMO order flow.15

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 RMOs 

qualifying for the proposed amended 

tier. The Exchange notes that most 

recently, one Member satisfied Retail 

Volume Tier 2. While the Exchange has 

no way of predicting with certainty how 

the proposed tier will impact Member 

activity, the Exchange anticipates that at 

least one Member will be able to satisfy 

Retail Volume Tier 2 (as amended). The 

Exchange also anticipates that 

approximately two Members will be 

able to satisfy new Retail Volume Tier 

4. The Exchange also notes that the 

proposed amended tiers will not 

adversely impact any RMO’s ability to 

qualify for other rebate tiers. Rather, 

should an RMO not meet the criteria for 

Retail Volume Tier 2, as amended, or 

Retail Volume Tier 4 as proposed, the 

RMO will merely not receive the 

corresponding proposed enhanced 

rebate. Furthermore, the rebates under 

each Retail Volume Tiers would 

uniformly apply to all RMOs that meet 

the required criteria. 

The Exchange believes renumbering 

Retail Volume Tiers 2 and 3 will 

eliminate potential confusion and make 

the Fees Schedule easier to read by 

organizing the Retail Volume Tier 

program in ascending order with respect 

to available rebates. 

The Exchange believes it’s reasonable 

to exclude non-displayed orders from 

Fee Codes EA and ER as such orders 

would then be eligible to receive better 

prices, including rebates applicable to 

Non-Displayed orders that add 

liquidity.16 The Exchange notes that 

other exchanges do not require NonDisplayed orders that match against 

each other and share the same MPID to 

be subject to specific internalization 

fees, but rather are treated the same as 

other non-displayed transactions.17 The 

Exchange believes the proposed change 

is equitable and not unfairly 

discriminatory because it applies 

equally to all Members. 

The Exchange also believes the 

proposed rule change to remove fee 

codes 9, NB, R, RA and RB is reasonable 

as the Exchange has observed no 

volume in orders yielding these fee 

codes and, therefore, the Exchange 

believes the proposed change will have 

a de minimis impact. Additionally, the 

Exchange believes that infrastructure 

and ongoing Systems maintenance 

required to support separate fee codes 

specifically applicable to these types of 

routed orders is not warranted or 

necessary in light of the fact that it has 

not received any recent volume yielding 

these fee codes. As noted above, to the 

extent volume for transactions currently 

covered by these fee codes ever 

increases, such orders will be 

automatically and uniformly assessed 

the current fees (or rebates) in place for 

routed orders, as applicable (e.g., the 

standard fees applied to routed orders, 

which yield fee code X). Finally, the 

Exchange believes that the proposed 

elimination of the fee codes is equitable 

and not unfairly discriminatory as it 

applies equally to all members that use 

the Exchange to route orders. If 


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18 15 U.S.C. 78s(b)(3)(A). 

19 17 CFR 240.19b–4(f). 

members do not favor the Exchange’s 

pricing for routed orders, they can send 

their routable orders directly to away 

markets instead of using routing 

functionality provided by the Exchange. 

Routing through the Exchange is 

voluntary, and the Exchange operates in 

a competitive environment where 

market participants can readily direct 

order flow to competing venues or 

providers of routing services if they 

deem fee levels to be excessive. 

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. Rather, as 

discussed above, the Exchange believes 

that the proposed change would 

encourage the submission of additional 

order flow to a public exchange, thereby 

promoting market depth, execution 

incentives and enhanced execution 

opportunities, as well as price discovery 

and transparency for all Members. As a 

result, the Exchange believes that the 

proposed 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.’’ 

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 changes to the Retail 

Volume Tier program apply to all RMOs 

equally in that all RMOs are eligible for 

those tiers, have a reasonable 

opportunity to meet the tiers’ criteria 

and will receive the enhanced rebates if 

such criteria are met. Additionally, the 

proposed tiers are designed to attract 

additional order flow to the Exchange. 

The Exchange believes that the updated 

tier criteria would incentivize market 

participants to direct liquidity adding 

and/or removing order flow to the 

Exchange, bringing with it additional 

execution opportunities for market 

participants and improved price 

transparency. Greater overall order flow, 

trading opportunities, and pricing 

transparency benefits all market 

participants on the Exchange by 

enhancing market quality and 

continuing to encourage Members to 

send orders, thereby contributing 

towards a robust and well-balanced 

market ecosystem. Additionally, the 

proposed change to fee codes EA, ER 

and the proposal to remove unused 

routing-related fee codes apply equally 

to all Members. 

Next, the Exchange believes the 

proposed rule change does not impose 

any burden on intermarket competition 

that is not necessary or appropriate in 

furtherance of the purposes of the Act. 

As previously discussed, the Exchange 

operates in a highly competitive market. 

Members have numerous alternative 

venues that they may participate on and 

direct their order flow, including 15 

other equities exchanges and offexchange 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. Therefore, no exchange 

possesses significant pricing power in 

the execution of order flow. Indeed, 

participants can readily choose to send 

their orders to other exchange and offexchange venues if they deem fee levels 

at those other venues to be more 

favorable. Moreover, the Commission 

has repeatedly expressed its preference 

for competition over regulatory 

intervention in determining prices, 

products, and services in the securities 

markets. Specifically, in Regulation 

NMS, the Commission highlighted the 

importance of market forces in 

determining prices and SRO revenues 

and, also, recognized that current 

regulation of the market system ‘‘has 

been remarkably successful in 

promoting market competition in its 

broader forms that are most important to 

investors and listed companies.’’ The 

fact that this market is competitive has 

also long been recognized by the courts. 

In NetCoalition v. Securities and 

Exchange Commission, the D.C. Circuit 

stated as follows: ‘‘[n]o one disputes 

that competition for order flow is 

‘fierce.’ . . . As the SEC explained, ‘[i]n 

the U.S. national market system, buyers 

and sellers of securities, and the brokerdealers that act as their order-routing 

agents, have a wide range of choices of 

where to route orders for execution’; 

[and] ‘no exchange can afford to take its 

market share percentages for granted’ 

because ‘no exchange possesses a 

monopoly, regulatory or otherwise, in 

the execution of order flow from broker 

dealers’. . . .’’. 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 18 and paragraph (f) of Rule 

19b–4 19 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 to determine whether the proposed 

rule change should be approved or 

disapproved. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s internet 

comment form (http://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number 

SR–CboeEDGX–2020–060 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–2020–060. 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 


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20 17 CFR 200.30–3(a)(12). 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b-4. 

3A Member is defined as ‘‘any registered broker 

or dealer that has been admitted to membership in 

the Exchange.’’ See Exchange Rule 1.5(n). 

4The Exchange initially filed the proposed fee 

changes December 1, 2020 (SR–CboeEDGA–2020– 

030). On December 3, 2020, the Exchange withdrew 

that filing and submitted this proposal. 

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–2020–060 and 

should be submitted on or before 

January 4, 2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.20

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2020–27395 Filed 12–11–20; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

Sunshine Act Meetings 

TIME AND DATE: Notice is hereby given, 

pursuant to the provisions of the 

Government in the Sunshine Act, Public 

Law 94–409, the Securities and 

Exchange Commission will hold an 

Open Meeting on Wednesday, December 

16, 2020 at 10:00 a.m. 

PLACE: The meeting will be held via 

remote means and/or at the 

Commission’s headquarters, 100 F 

Street NE, Washington, DC 20549. 

STATUS: This meeting will begin at 10:00 

a.m. (ET) and will be open to the public 

via audio webcast only on the 

Commission’s website at www.sec.gov. 

MATTERS TO BE CONSIDERED: 

1. The Commission will consider 

whether to adopt rules that will require 

resource extraction issuers to disclose 

payments made to the U.S. federal 

government or foreign governments for 

the commercial development of oil, 

natural gas, or minerals. The rules will 

implement Section 13(q) of the 

Securities Exchange Act of 1934, which 

was added by the Dodd-Frank Wall 

Street Reform and Consumer Protection 

Act. 

2. The Commission will consider 

whether to adopt amendments under 

the Investment Advisers Act of 1940 

(the ‘‘Advisers Act’’) to update rules that 

govern investment adviser marketing to 

accommodate the continual evolution 

and interplay of technology and advice, 

while preserving investor protections. 

The Commission will also consider 

whether to adopt amendments to Form 

ADV to provide the Commission with 

additional information about advisers’ 

marketing practices, and corresponding 

amendments to the books and records 

rule under the Advisers Act. 

3. The Commission will consider 

whether to approve a proposed rule 

change by New York Stock Exchange 

LLC to amend Chapter One of the Listed 

Company Manual to modify the 

provisions relating to direct listings. 

CONTACT PERSONS FOR MORE

INFORMATION: For further information 

and to ascertain what, if any, matters 

have been added, deleted or postponed, 

please contact Vanessa A. Countryman, 

Office of the Secretary, at (202) 551– 

5400. 

Dated: December 9, 2020. 

Vanessa A. Countryman, 

Secretary. 

[FR Doc. 2020–27510 Filed 12–10–20; 11:15 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–90609; File No. SRCboeEDGA–2020–031] 

Self-Regulatory Organizations; Cboe 

EDGA Exchange, Inc.; Notice of Filing 

and Immediate Effectiveness of a 

Proposed Rule Change To Amend Its 

Fees Schedule 

December 8, 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 December 

3, 2020, 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. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

Cboe EDGA Exchange, Inc. (the 

‘‘Exchange’’ or ‘‘EDGA’’) is filing with 

the Securities and Exchange 

Commission (‘‘Commission’’) a 

proposed rule change to amend the fee 

schedule applicable to Members and 

non-Members 3 of the Exchange 

pursuant to EDGA Rules 15.1(a) 

and (c). 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 Exchange proposes to amend its 

fee schedule to remove unused routingrelated fee codes.4

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 


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