15292 Federal Register / Vol. 87, No. 52 / Thursday, March 17, 2022 / Notices 

55 15 U.S.C. 78s(b)(3)(A)(iii). 56 17 CFR 240.19b–4(f)(6). 57 17 CFR 240.19b–4(f)(6)(iii). 

58For purposes only of waiving the 30-day 

operative delay, the Commission has considered the 

proposed rule change’s impact on efficiency, 

competition, and capital formation. See 15 U.S.C. 

78c(f). 

59 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Because the foregoing proposed rule 

change does not: (i) Significantly affect 

the protection of investors or the public 

interest; (ii) impose any significant 

burden on competition; and (iii) become 

operative for 30 days from the date on 

which it was filed, or such shorter time 

as the Commission may designate, it has 

become effective pursuant to Section 

19(b)(3)(A) of the Act 55 and Rule 19b– 

4(f)(6) thereunder.56

A proposed rule change filed under 

Rule 19b–4(f)(6) normally does not 

become operative for 30 days after the 

date of filing. However, pursuant to 

Rule 19b–4(f)(6)(iii), the Commission 

may designate a shorter time if such 

action is consistent with the protection 

of investors and the public interest. The 

Exchange has asked the Commission to 

waive the 30-day operative delay so that 

this proposed rule change may become 

operative immediately upon filing. Rule 

19b–4(f)(6)(iii) 57 requires a selfregulatory organization to give the 

Commission written notice of its intent 

to file a proposed rule change under that 

subsection at least five business days 

prior to the date of filing, or such 

shorter time as designated by the 

Commission. The Exchange has 

provided such notice. 

Waiver of the 30-day operative delay 

would allow the Exchange to implement 

proposed changes to the Maintaining 

Qualifications Program and the FSAWP 

by March 15, 2022 to coincide with 

FINRA’s announced implementation 

date, thereby eliminating the possibility 

of a significant regulatory gap between 

the FINRA and Nasdaq rules and 

providing more uniform standards 

across the securities industry. For the 

proposal related to the manual signature 

requirement, waiver of the 30-day 

operative delay would provide 

immediate relief to firms currently 

experiencing a significant operational 

backlog because of the requirement to 

obtain manual signatures, ultimately 

benefitting the investing public. The 

proposed rule change to Rule 1250(c) 

and Supplementary Material .03 will 

provide immediate relief to these firms 

by allowing them to rely on electronic 

signatures to clear the backlog. 

Moreover, as noted above, the proposed 

manual signature rule change is based 

on a similar rule change by FINRA that 

has already taken effect. For these 

reasons, the Commission believes that 

waiver of the 30-day operative delay for 

this proposal is consistent with the 

protection of investors and the public 

interest. Accordingly, the Commission 

hereby waives the 30-day operative 

delay and designates the proposal 

operative upon filing.58

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 shall institute proceedings 

to determine whether the proposed rule 

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– 

NASDAQ–2022–021 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–NASDAQ–2022–021. 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 such 

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–NASDAQ–2022–021 and 

should be submitted on or before April 

7, 2022. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.59

Eduardo Aleman, 

Assistant Secretary. 

[FR Doc. 2022–05597 Filed 3–16–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–94405; File No. SR– 

CboeEDGX–2022–008] 

Self-Regulatory Organizations; Cboe 

EDGX Exchange, Inc.; Notice of Filing 

and Immediate Effectiveness of a 

Proposed Rule Change To Modify the 

External Subscriber Fees Applicable 

To Cboe One Summary Derived Data 

API Service 

March 11, 2022. 

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 March 1, 

2022, 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. (‘‘EDGX’’ 

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

Securities and Exchange Commission 

(the ‘‘Commission’’) a proposed rule 

change to modify the External 


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3A ‘‘White Label Service’’ is a type of hosted 

display solution in which a Distributor hosts or 

maintains a website or platform on behalf of a thirdparty entity. The service allows Distributors to 

make Derived Data available on a platform that is 

branded with a third-party brand, or co-branded 

with a third party and a Distributor. The Distributor 

maintains control of the application’s data, 

entitlements and display. 

4An ‘‘API Service’’ is a type of data feed 

distribution in which a Distributor delivers an API 

or similar distribution mechanism to a third-party 

entity for use within one or more platforms. The 

service allows Distributors to provide Derived Data 

to a third-party entity for use within one or more 

downstream platforms that are operated and 

maintained by the third-party entity. The 

Distributor maintains control of the entitlements, 

but does not maintain technical control of the usage 

or the display. 

5A ‘‘Platform Service’’ is a type of hosted display 

solution in which a Distributor provides derivative 

products to Platform Service Data Users within 

their infrastructure. The service allows Distributors 

to make Derived Data available as part of a platform, 

providing users remote access to derivative 

products based in whole or in part on Exchange 

Data. 

6See Exchange Rule 13.8(c). 

7See Exchange Rule 13.8(b). The Cboe One 

Summary external distribution fee is equal to the 

aggregate EDGX Top, BZX, Top, BYX Top, and 

EDGA Top fees external distribution fees. 

8The Exchange notes that it inadvertently 

omitted appending three asterisks to the External 

Subscriber Fee in the ‘‘Cboe One Summary Derived 

Data API Service’’ table to reference the 

corresponding notes section that includes the 

summary as to how the discount is applied and 

seeks to update the Fees Schedule now to avoid 

potential confusion. 

Subscriber fees applicable to Cboe One 

Summary Derived Data API Service. 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 modify fees 

charged to External Distributors that 

distribute Cboe One Summary Derived 

Data through an Application 

Programming Interface (‘‘API’’)—i.e., the 

Derived Data API Service, effective 

March 1, 2022. 

Background 

By way of background, the Exchange 

offers a Financial Product Distribution 

Program (‘‘Program’’), under which a 

Distributor may subscribe to one of 

three Derived Data Service options, 

White Label Service,3 API Service 4 or 

Platform Service,5 each of which offers 

either EDGX Top Data, which is an 

uncompressed data feed that offers top 

of book quotations and execution 

information based on equity orders 

entered into the System 6 or Cboe One 

Summary Data, which is a proprietary 

data product that provides the top of 

book quotations and execution 

information for all listed equity 

securities traded across the Exchange 

and its affiliated U.S. equities exchanges 

(the ‘‘Cboe equity exchanges’’).7 Under 

the Program, regardless of the Service 

option selected by a Distributor, the 

Distributors receive the same real-time 

Exchange data (i.e., EDGX Top or Cboe 

One Summary) as all other subscribers 

of such Exchange data. From the 

Exchange data, a Distributor may create 

‘‘Derived Data’’, which is pricing data or 

other data that (i) is created in whole or 

in part from Exchange data, (ii) is not an 

index or financial product, and (iii) 

cannot be readily reverse-engineered to 

recreate Exchange data or used to create 

other data that is a reasonable facsimile 

or substitute for Exchange data. Derived 

Data may be created by Distributors for 

a number of different purposes, as 

determined by the Distributor. The 

specific use of Exchange data is 

determined by the Distributor, as 

applicable fees do not depend on the 

purpose for placing the Derived Data 

under the Program. 

Cboe One Summary Derived Data API 

Service External Subscriber Fees 

The Derived Data API Service 

program offers discounted fees for 

Distributors that make Derived Data 

available through an API, thereby 

allowing Distributors to benefit from 

reduced fees when distributing Derived 

Data to subscribers that establish their 

own platforms (rather than relying on a 

hosted display solution). Instead of the 

regular flat fee for External Distribution 

of Exchange data, Distributors of 

Derived Data under the API Service are 

charged a tiered External Subscriber Fee 

based on the number of API Service 

Platforms (i.e., ‘‘External Subscribers’’) 

that receive Derived Data from the 

Distributor through a Derived Data API 

Service and may benefit from 

discounted pricing based on the number 

of subscribers. Currently, Distributors 

under this program are charged a fee of 

$5,000 per month for each External 

Subscriber if the Distributor makes 

Derived Data available to 1–5 External 

Subscribers; $4,000 per month for each 

External Subscriber if the Distributor 

makes Derived Data available to 6–20 

External Subscribers, and further 

lowered to $3,000 per month for each 

External Subscriber if the Distributor 

makes Derived Data available to 21 or 

more External Subscribers. The 

Exchange now proposes to further 

reduce the distribution fees for 

Distributors of Cboe One Summary 

Derived Data through a Derived API 

Service. Particularly, the Exchange 

proposes to modify the External 

Subscriber fees as follows: 

Number of external subscribers Current fee Proposed fee 

1–5 ........................................................................................................................................................................... $5,000 $3,000 

6–20 ......................................................................................................................................................................... 4,000 2,500 

21 and above ........................................................................................................................................................... 3,000 2,000 

The Exchange notes that the External 

Subscriber Fee is non-progressive and 

based on the number of External 

Subscribers that receive Derived Data 

from the Distributor. To illustrate how 

the discount is applied, the Exchange 

has codified an example in the Fees 

Schedule under the notes section of the 

Derived Data API Service section, which 

it now proposes to update in connection 

with the proposed changes to the 

External Subscriber fees.8 Currently, the 


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9 15 U.S.C. 78f. 

10 15 U.S.C. 78f(b)(4). 

11 15 U.S.C. 78k–1. 

12See 17 CFR 242.603. 

13Competing top-of-book products include, 

Nasdaq Basic, BX Basic, PSX Basic, NYSE BQT, 

NYSE BBO/Trades, NYSE Arca BQT, NYSE Arca 

BBO/Trades, NYSE American BBO/Trades, NYSE 

Chicago BBO/Trades, IEX TOPS, MIAX PEARL 

Equities Top of Market Feed, and MEMX MEMOIR 

Top. 

14Competing consolidated top of book products 

include Nasdaq Basic and NYSE BQT. As described 

on the Nasdaq website, available here: http://

www.nasdaqtrader.com/ 

Trader.aspx?id=nasdaqbasic, Nasdaq Basic is a 

‘‘low cost alternative’’ that provides ‘‘Best Bid and 

Offer and Last Sale information for all U.S. 

exchange-listed securities based on liquidity within 

the Nasdaq market center, as well as trades reported 

to the FINRA Trade Reporting Facility (‘‘TRF’’).’’ As 

described on the NYSE website, available here: 

https://www.nyse.com/market-data/real-time/nysebqt NYSE Best Quote and Trades (BQT) ‘‘is a cost 

efficient, consolidated market data feed that 

provides a unified view of quotes and trades from 

NYSE, NYSE American, NYSE Arca, NYSE Chicago 

and NYSE National.’’ 

15See Securities Exchange Act Release No. 51808 

(June 9, 2005), 70 FR 37496, 37499 (June 29, 2005) 

(‘‘Regulation NMS Adopting Release’’). 

16See generally, the Nasdaq Basic fees at http:// 

www.nasdaqtrader.com/TraderB.aspx?

id=MDDPricingALLN. 

example provides that a Distributor 

providing Derived Data based on Cboe 

One Summary to six (6) External 

Subscribers that are API Service 

Platforms would be charged a monthly 

fee of $24,000 (i.e., 6 External 

Subscribers × $4,000 each). The 

Exchange proposes to update the 

example to provide that Distributor 

providing Derived Data based on Cboe 

One Summary to six (6) External 

Subscribers that are API Service 

Platforms would be charged a monthly 

fee of $15,000 (i.e., 6 External 

Subscribers × $2,500 each). The 

proposal to reduce the External 

Subscriber fees is designed to provide a 

price structure that is competitive and 

attract Distributors for its Cboe One 

Summary data offering through the 

Derived Data API Service. 

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

the objectives of Section 6 of the Act,9

in general, and furthers the objectives of 

Section 6(b)(4),10 in particular, as it is 

designed to provide for the equitable 

allocation of reasonable dues, fees and 

other charges among its members and 

other recipients of Exchange data. 

The Exchange also believes that the 

proposed rule change is consistent with 

Section 11(A) of the Act.11 Specifically, 

the proposed rule change supports (i) 

fair competition among brokers and 

dealers, among exchange markets, and 

between exchange markets and markets 

other than exchange markets, and (ii) 

the availability to brokers, dealers, and 

investors of information with respect to 

quotations for and transactions in 

securities. In addition, the proposed 

rule change is consistent with Rule 603 

of Regulation NMS,12 which provides 

that any national securities exchange 

that distributes information with respect 

to quotations for or transactions in an 

NMS stock do so on terms that are not 

unreasonably discriminatory. 

In adopting Regulation NMS, the 

Commission granted SROs and brokerdealers increased authority and 

flexibility to offer new and unique 

market data to the public. It was 

believed that this authority would 

expand the amount of data available to 

consumers, and also spur innovation 

and competition for the provision of 

market data. The Exchange believes that 

the proposed fee change would further 

broaden the availability of U.S. equity 

market data to investors, consistent with 

the principles of Regulation NMS. 

The Exchange operates in a highly 

competitive environment. Indeed, there 

are 16 registered national securities 

exchanges that trade U.S. equities and 

have the capability to offer associated 

top of book market data products to 

their customers.13 Additionally, two 

other exchange families specifically 

offer similar consolidated top of book 

products that compete directly with 

Cboe One Summary.14 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 

proposed fee change is a result of the 

competitive environment, as the 

Exchange seeks to amend its fees to 

attract additional Distributors for its 

Cboe One Summary data offering 

through the Derived Data API Service. 

The Exchange believes that the 

proposed change is reasonable as it 

lowers the existing External Subscriber 

fees and these fee reductions would 

continue to facilitate cost effective 

access to market information that is 

used primarily to create certain 

derivative instruments rather than to 

trade U.S. equity securities. As 

discussed, the Cboe One Summary data 

offering through the Derived Data API 

Service allows Distributors to create 

Derived Data that is based on a more 

comprehensive view of the U.S. equities 

market. Because Exchange data in this 

context is primarily purchased for the 

creation of Derived Data encompassing 

certain derivative instruments, 

Distributors do not require a 

consolidated view of the market across 

several exchanges, and will generally 

purchase such data from a single or 

select few exchange(s) for their 

purposes. As noted above, Cboe One 

Summary includes top of book 

quotation and transaction data across all 

four Cboe equity exchanges, which 

allows Distributors to create more 

meaningful Derived Data than that 

available from a single exchange’s 

market data at a potentially reduced 

price. 

The existence of alternatives to the 

Program therefore ensures that the 

Exchange cannot set unreasonable or 

unfairly discriminatory fees, as 

subscribers are free to elect such 

alternatives. That is, the Exchange 

competes with other exchanges that 

provide similar top of book and/or 

consolidated top of book products and 

pricing programs for Derived Data.16

The availability of diverse competitive 

products promotes additional 

competition as it ensures that 

alternative products from different 

sources are readily available to 

Distributors and the broader market. 

The Exchange therefore believes that the 

existing Derived Data API Service is not 

only constrained by competition but 

also ensures continued competition that 

acts as a constraint on the pricing of 

services provided by other national 

securities exchanges. If a competing 

exchange were to charge less for a 

similar product than the Exchange 

charges under the existing fee structure, 

even as amended, prospective 

subscribers may choose not to subscribe 

to, or cease subscribing to, the Program. 

The Exchange believes that further 

lowering the cost of accessing Derived 

Data may make the Exchange’s market 

information more attractive, and 

encourage additional Distributors to 

subscribe to Exchange market data 

instead of competitor products. While 

the Exchange has no way of predicting 

with certainty the impact of the 

proposed changes, it anticipates up to 

two Distributors will create Derived 

Data from Cboe One Summary using the 

API Service. 

Moreover, External Subscriber fees 

only apply to Distributors that elect to 

participate in the Program by 

distributing Derived Data from Cboe 


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17Supra note 14. 

18See Cboe EDGX U.S. Equities Exchange Fee 

Schedule. 

19Supra note 16. See also Cboe EDGX U.S. 

Equities Exchange Fee Schedule, Financial Product 

Distribution Program. 

20 15 U.S.C. 78s(b)(3)(A). 

21 17 CFR 240.19b–4(f). 

One Summary through an API Service. 

Cboe One Summary Feed is distributed 

and purchased on a voluntary basis, in 

that neither the Exchange nor market 

data distributors are required by any 

rule or regulation purchase this data or 

to make this data available. 

Accordingly, Distributors can 

discontinue distributing at any time and 

for any reason, including due to an 

assessment of the reasonableness of fees 

charged, Cboe One Summary Derived 

Data under the API Service. Indeed, 

there are no Distributors who are 

currently subscribing to the API Service 

for Cboe One Summary Derived Data. 

Further, as discussed, firms have a wide 

variety of alternative market data 

products from which to choose, such as 

similar proprietary consolidated top of 

book data products offered by other 

national securities exchanges,17

including those that choose to offer 

discounted fees for the distribution of 

Derived Data in an effort to compete for 

this business. 

The proposed rule change also 

continues to provide an alternate, and as 

proposed, lower, fee structure for 

providing Cboe One Summary market 

data to Distributors that make Derived 

Data available to External Subscribers 

via API Services. If a Distributor uses an 

API Service to distribute Derived Data, 

the Distributor will still be charged a fee 

that is tiered based on the number of 

External Subscribers that are provided 

access to that data instead of the higher 

fee normally charged for external 

distribution. The Exchange believes that 

this fee is equitable and not unfairly 

discriminatory because the Exchange 

will apply the same fees to any similarly 

situated Distributors that elect to 

participate in the Program based on the 

number of External Subscribers 

provided access to Derived Data through 

an API Service. Also, all Distributors 

that make Derived Data available to 

External Subscribers through an API 

Service will receive a discount 

compared to the current pricing 

applicable for external distribution of 

Cboe One Summary.18 The Exchange 

also believes its equitable and not 

unfairly discriminatory to provide 

incrementally higher discounted rates to 

Distributors that provide access to 

Derived Data to a greater numbers of 

Subscribers as the discounted rates are 

designed to incentivize firms to grow 

the number of External Subscribers that 

purchase Derived Data from the 

Distributor. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change would result 

in any burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. The 

Exchange operates in a highly 

competitive environment, and its ability 

to price these data products is 

constrained by competition among 

exchanges that offer similar data 

products, and pricing options, to their 

customers. Top of book data is broadly 

disseminated by competing U.S. 

equities exchanges. There are therefore 

a number of alternative products 

available to market participants and 

investors. In this competitive 

environment potential subscribers are 

free to choose which competing product 

to purchase to satisfy their need for 

market information. Often, the choice 

comes down to price, as broker-dealers 

or vendors look to purchase the lowest 

priced top of book data product, or 

quality, as market participants seek to 

purchase data that represents significant 

market liquidity. In order to better 

compete for this segment of the market, 

the Exchange is proposing to reduce fees 

charged to Distributors that distribute 

certain Derived Data through an API 

Service. The Exchange believes that this 

would facilitate greater access to 

Exchange data and Derived Data, 

ultimately benefiting investors that are 

provided access to such data. 

The Exchange believes that the 

proposed fees do not put any market 

participants at a relative disadvantage 

compared to other market participants. 

The proposed fees would apply equally 

to external distributors of Cboe One 

Summary that make Derived Data 

available through the API Service option 

offered by the Exchange under the 

Program. The continued difference in 

fees under the Program as compared to 

the normal External Distribution fee for 

Cboe One Summary is appropriate given 

that External Subscribers and Users 

receive Derived Data, which by 

definition cannot be readily 

reverse-engineered to recreate Cboe One 

Summary data or used to create other 

data that is a reasonable facsimile or 

substitute for Cboe One Summary. The 

Exchange therefore believes that the 

proposed fees neither favor nor penalize 

one or more categories of market 

participants in a manner that would 

impose an undue burden on 

competition. Moreover, a number of 

national securities exchanges, including 

the Exchange and its affiliated Cboe U.S. 

equities exchanges offer pricing 

discounts for Derived Data today.19

These pricing programs reduce the cost 

of accessing top of book market 

information that is used, among other 

things, to create derivative instruments 

rather than to trade U.S. equity 

securities. Additionally, the Exchange is 

proposing to enhance the Program by 

reducing the fees for Cboe One 

Summary Derived Data. The Exchange 

does not believe that the proposal 

would cause any unnecessary or 

inappropriate burden on intermarket 

competition as other exchanges are free 

to lower their prices to better compete 

with the Exchange’s offering. The 

Exchange believes that the proposed 

rule change is pro-competitive as it 

seeks to offer pricing incentives to 

customers to better position the 

Exchange as it competes to attract 

additional market data subscribers. 

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 20 and paragraph (f) of Rule 

19b–4 21 thereunder. At any time within 

60 days of the filing of the proposed rule 

change, the Commission summarily may 

temporarily suspend such rule change if 

it appears to the Commission that such 

action is necessary or appropriate in the 

public interest, for the protection of 

investors, or otherwise in furtherance of 

the purposes of the Act. If the 

Commission takes such action, the 

Commission will institute proceedings 

to determine whether the proposed rule 

change should be approved or 

disapproved. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 


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22 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3Rule 14.11(m)(3)(A) provides that ‘‘[t]he term 

‘‘Tracking Fund Share’’ means a security that (i) 

represents an interest in an investment company 

registered under the Investment Company Act of 

1940 (‘‘Investment Company’’) organized as an 

open-end management investment company, that 

invests in a portfolio of securities selected by the 

Investment Company’s investment adviser 

consistent with the Investment Company’s 

investment objectives and policies; (ii) is issued in 

a specified aggregate minimum number in return for 

a deposit of a specified Tracking Basket and/or a 

cash amount with a value equal to the next 

determined net asset value; (iii) when aggregated in 

the same specified minimum number, may be 

redeemed at a holder’s request, which holder will 

be paid a specified Tracking Basket and/or a cash 

amount with a value equal to the next determined 

net asset value; and (iv) the portfolio holdings for 

which are disclosed within at least 60 days 

following the end of every fiscal quarter. Rule 

14.11(m)(3)(E) provides that ‘‘[t]he term ‘‘Tracking 

Basket’’ means the identities and quantities of the 

securities and other assets included in a basket that 

is designed to closely track the daily performance 

of the Fund Portfolio, as provided in the exemptive 

relief under the Investment Company Act of 1940 

applicable to a series of Tracking Fund Shares.’’ 

4See Securities Exchange Act No. 88887 (May 15, 

2020) 85 FR 30990 (May 21, 2020) (SR–CboeBZX– 

2019–107) (Order Granting Approval of Proposed 

Rule change, as Modified by Amendment No. 5, to 

Adopt Rule 14.11(m) and to List and Trade Shares 

of the Fidelity Blue Chip Growth ETF, Fidelity Blue 

Chip Value ETF, and Fidelity New Millennium 

ETF) (the ‘‘Original Order’’). See also Securities 

Exchange Act No. 92946 (September 13, 2021) 86 

FR 51941 (September 17, 2021) (SR–CboeBZX– 

2021–060) (Notice of Filing and Immediate 

Effectiveness of a Proposed Rule Change To Reflect 

an Amendment to the Application and Exemptive 

Order Governing the Following Funds, Shares of 

Which Are Listed and Traded on the Exchange 

Under BZX Rule 14.11(m): Fidelity Growth 

Opportunities ETF, Fidelity Magellan ETF, Fidelity 

Real Estate Investment ETF, Fidelity Small-Mid Cap 

Opportunities ETF, Fidelity Blue Chip Value ETF, 

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–2022–008 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–2022–008. This 

file number should be included on the 

subject line if email is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

internet website (http://www.sec.gov/ 

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for website viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE, 

Washington, DC 20549 on official 

business days between the hours of 

10:00 a.m. and 3:00 p.m. Copies of the 

filing also will be available for 

inspection and copying at the principal 

office of the Exchange. All comments 

received will be posted without change. 

Persons submitting comments are 

cautioned that we do not redact or edit 

personal identifying information from 

comment submissions. You should 

submit only information that you wish 

to make available publicly. All 

submissions should refer to File 

Number SR–CboeEDGX–2022–008 and 

should be submitted on or before April 

7, 2022. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.22

Eduardo Aleman, 

Assistant Secretary. 

[FR Doc. 2022–05595 Filed 3–16–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–94401; File No. SR– 

CboeBZX–2022–018] 

Self-Regulatory Organizations; Cboe 

BZX Exchange, Inc.; Notice of Filing 

and Immediate Effectiveness of 

Proposed Rule Change To Permit 

Certain Series of Tracking Fund 

Shares Issued by Fidelity Covington 

Trust, Which Are Listed and Traded on 

the Exchange Pursuant to Rule 

14.11(m), To Use Custom Baskets 

March 11, 2022. 

Pursuant to Section 19(b)(1) of the 

Securities Exchange Act of 1934 

(‘‘Act’’),1 and Rule 19b–4 thereunder,2

notice is hereby given that on March 9, 

2022, Cboe BZX Exchange, Inc. filed 

with the Securities and Exchange 

Commission (‘‘Commission’’) the 

proposed rule change as described in 

Items I and II below, which Items have 

been prepared by the Exchange. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

Cboe BZX Exchange, Inc. (the 

‘‘Exchange’’ or ‘‘BZX’’) proposes to 

permit the Fidelity Blue Chip Growth 

ETF, Fidelity Blue Chip Value ETF, 

Fidelity New Millennium ETF, Fidelity 

Growth Opportunities ETF, Fidelity 

Magellan ETF, Fidelity Real Estate 

Investment ETF, and Fidelity Small-Mid 

Cap Opportunities ETF (collectively 

referred to as the ‘‘Funds’’), shares of 

which are listed and traded on the 

Exchange pursuant to BZX Rule 

14.11(m), to use Custom Baskets. 

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 adopted BZX Rule 

14.11(m) for the purpose of permitting 

the listing and trading, or pursuant to 

unlisted trading privileges (‘‘UTP’’), of 

Tracking Fund Shares, which are 

securities issued by an actively managed 

open-end management investment 

company.3 Exchange Rule 

14.11(m)(2)(A) requires the Exchange to 

file separate proposals under Section 

19(b) of the Act before listing and 

trading any series of Tracking Fund 

Shares on the Exchange. Pursuant to 

this provision, the Exchange submitted 

proposals to list and trade shares 

(‘‘Shares’’) of Tracking Fund Shares of 

the Fidelity Blue Chip Growth ETF, 

Fidelity Blue Chip Value ETF, Fidelity 

New Millennium ETF,4 Fidelity Growth 


khammond on DSKJM1Z7X2PROD with NOTICES