14310 Federal Register / Vol. 87, No. 49 / Monday, March 14, 2022 / Notices 

8 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3See Cboe Global Markets, U.S. Equities Market 

Volume Summary, Month-to-Date (February 22, 

2022), available at https://markets.cboe.com/us/ 

equities/market_statistics/. 

4Orders yielding Fee Code ‘‘B’’ are orders adding 

liquidity to BZX (Tape B). 

5Orders yielding Fee Code ‘‘V’’ are orders adding 

liquidity to BZX (Tape A). 

6Orders yielding Fee Code ‘‘Y’’ are orders adding 

liquidity to BZX (Tape C). 

7 ‘‘ADAV’’ means average daily added volume 

calculated as the number of shares added per day 

and ‘‘ADV’’ means average daily volume calculated 

as the number of shares added or removed, 

combined, per day. ADAV and ADV are calculated 

on a monthly basis. 

8 ‘‘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. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.8

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–05245 Filed 3–11–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–94377; File No. SR– 

CboeBZX–2022–011] 

Self-Regulatory Organizations; Cboe 

BZX Exchange, Inc.; Notice of Filing 

and Immediate Effectiveness of a 

Proposed Rule Change To Amend Its 

Fee Schedule 

March 8, 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 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. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

Cboe BZX Exchange, Inc. (the 

‘‘Exchange’’ or ‘‘BZX’’ or ‘‘BZX 

Equities’’) proposes 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. 

I. 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 modify the Add/Remove 

Volume Tiers 1 and 2, and to eliminate 

the Single MPID Investor Tier 1. The 

Exchange proposes to implement the 

proposed change to its fee schedule on 

March 1, 2022. 

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 Securities 

Exchange Act of 1934 (the ‘‘Act’’), to 

which market participants may direct 

their order flow. Based on publicly 

available information,3 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 add liquidity 

and assesses fees to those that remove 

liquidity. The Exchange’s fee schedule 

sets forth the standard rebates and rates 

applied per share for orders that provide 

and remove liquidity, respectively. 

Particularly, for securities at or above 

$1.00, the Exchange provides a standard 

rebate of $0.0016 per share for orders 

that add liquidity and assesses a fee of 

$0.0030 per share for orders that remove 

liquidity. 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. 

Under footnote 1 of the Fee Schedule, 

the Exchange currently offers various 

Add/Remove Volume Tiers. In 

particular, the Exchange offers six 

displayed add volume tiers that each 

provide an enhanced rebate for 

Members’ qualifying orders yielding fee 

codes B,4 V,5 or Y,6 where a Member 

reaches certain add volume-based 

criteria. Currently Tiers 1 and 2 are as 

follows: 

• Tier 1 provides a rebate of $0.0020 

per share to qualifying orders (i.e., 

orders yielding fee codes B, V, or Y) 

where the Member has an ADAV 7 as a 

percentage of TCV 8 equal to or greater 

than 0.10%, or the Member has an 

ADAV equal to or greater than 10 

million shares. 

• Tier 2 provides a rebate of $0.0025 

per share to qualifying orders (i.e., 

orders yielding fee codes B, V, or Y) 

where the Member has an ADAV as a 

percentage of TCV equal to or greater 

than 0.20%, or the Member has an 

ADAV equal to or greater than 20 

million shares. 

Now, the Exchange proposes to 

amend the criteria of Tier 1 and reduce 

the rebate applicable to Tier 2. 

Specifically, the Exchange proposes to 

amend Tiers 1 and 2 as follows: 

• Proposed Tier 1 will provide a 

rebate of $0.0020 per share to qualifying 

orders (i.e., orders yielding fee codes B, 

V, or Y) where the Member has an 

ADAV as a percentage of TCV equal to 

or greater than 0.15%, or the Member 

has an ADAV equal to or greater than 15 

million shares. 

• Tier 2 provides a rebate of $0.23 per 

share to qualifying orders (i.e., orders 

yielding fee codes B, V, or Y) where the 

Member has an ADAV as a percentage 

of TCV equal to or greater than 0.20%, 

or the Member has an ADAV equal to 

or greater than 20 million shares. 

Under footnote 4 of the Fee Schedule, 

the Exchange currently offers two Single 

MPID Investor Tiers. In particular, the 

Single MPID Investor Tier 1 provides an 

enhanced rebate of $0.0030 per share for 


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Federal Register / Vol. 87, No. 49 / Monday, March 14, 2022 / Notices 14311 

9 ‘‘Step-Up ADV’’ means ADV in the relevant 

baseline month subtracted from current day ADV. 

10 ‘‘Step-Up ADAV’’ means ADAV in the relevant 

baseline month subtracted from current ADAV. 

11 15 U.S.C. 78f. 

12 15 U.S.C. 78f(b)(4) and (5). 

13See EDGX Equities Fee Schedule, Footnote 1, 

Add/Remove Volume Tiers. 

14See BZX Equities Fee Schedule, Footnote 1, 

Add/Remove Volume Tiers. 15Supra note 3. 

Members qualifying orders yielding fee 

codes B, V, or Y where (1) an MPID has 

a Step-Up ADV 9 from May 2021 equal 

to or greater than 0.10% of TCV or a 

Step-Up ADV from May 2021 equal to 

or greater than 8 million shares; and (2) 

the MPID adds a Step-Up ADAV 10 from 

May 2021 equal to or greater than 0.05% 

of TCV. Now, the Exchange proposes to 

eliminate the Single MPID Investor Tier 

1 as no Member has reached this tier in 

several months and the Exchange 

therefore no longer wishes to, nor is it 

required to, maintain such a tier. Based 

on the proposed elimination of Single 

MPID Investor Tier 1, the Exchange also 

proposes to renumber existing Single 

MPID Investor Tier 2 to Single MPID 

Investor Tier 1. 

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

the objectives of Section 6 of the Act,11

in general, and furthers the objectives of 

Section 6(b)(4) and 6(b)(5),12 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 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, and thus is in the public 

interest. Additionally, the Exchange 

notes that relative volume-based 

incentives and discounts have been 

widely adopted by exchanges,13

including the Exchange,14 and are 

reasonable, equitable and nondiscriminatory 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. Competing equity exchanges 

offer similar tiered pricing structures, 

including schedules of rebates and fees 

that apply based upon members 

achieving certain volume and/or growth 

thresholds, as well as assess similar fees 

or rebates for similar types of orders, to 

that of the Exchange. 

While the proposed changes to the 

criteria of the displayed add volume 

Tier 1 is more stringent than the current 

criteria, the Exchange believes that the 

change is reasonable as it continues to 

incentivize Members to increase their 

displayed liquidity adding volume on 

the Exchange. Additionally, while the 

displayed add volume Tier 2 provides a 

lesser rebate than that currently offered 

under the same criteria, the Exchange 

similarly believes that the change is 

reasonable as it continues to incentivize 

Members to increase their displayed 

liquidity adding volume on the 

Exchange. Furthermore, the Exchange 

believes that the existing and proposed 

enhanced rebates under Tiers 1 and 2, 

respectively, are commensurate with the 

proposed and existing criteria, 

respectively. Proposed Tiers 1 and 2 

will continue to be available to all 

Members and provide all Members with 

an additional opportunity to receive an 

enhanced rebate. An overall increase in 

activity would deepen the Exchange’s 

liquidity pool, offers additional cost 

savings, support the quality of price 

discovery, promote market transparency 

and improve market quality, for all 

investors. 

The Exchange also believes that the 

proposal represents an equitable 

allocation of fees and rebates and is not 

unfairly discriminatory because all 

Members will be eligible for the 

displayed add volume Tiers 1 and 2 and 

have the opportunity to meet the Tiers’ 

criteria and receive the corresponding 

enhanced rebate if such criteria is met. 

Without having a view of activity on 

other markets and off-exchange venues, 

the Exchange has no way of knowing 

whether these proposed changes would 

definitely result in any Members 

qualifying for Tiers 1 and 2. While the 

Exchange has no way of predicting with 

certainty how the proposed changes will 

impact Member activity, based on 

trading activity from the prior month, 

the Exchange anticipates that no 

Member will achieve proposed Tier 1 

and two Members will satisfy the 

criteria under proposed Tier 2. The 

Exchange also notes that proposed 

changes will not adversely impact any 

Member’s ability to qualify for reduced 

fees or enhanced rebates offered under 

other tiers. Should a Member not meet 

the proposed new criteria, the Member 

will merely not receive that 

corresponding enhanced rebate. 

The Exchange believes the proposed 

amendment to remove Single MPID 

Investor Tier 1 is reasonable because no 

Member has achieved this tier in several 

months. Moreover, the Exchange is not 

required to maintain this tier and 

Members still have a number of other 

opportunities and a variety of ways to 

receive enhanced rebates for displayed 

liquidity, including the enhanced rebate 

under the proposed Single MPID 

Investor Tier 1. The Exchange believes 

the proposal to eliminate this tier is also 

equitable and not unfairly 

discriminatory because it applies to all 

Members. 

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 

necessary or appropriate in furtherance 

of the purposes of the Act. Particularly, 

the proposed changes apply to all orders 

equally, and thus applies to all Members 

equally. Additionally, 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 

purpose of the Act. 

As previously discussed, the 

Exchange operates in a highly 

competitive market. Members have 

numerous alternative venues that they 

may participate on and direct their 

order flow, including other equities 

exchanges, off-exchange venues, and 

alternative trading systems. 

Additionally, the Exchange represents a 

small percentage of the overall market. 

Based on publicly available information, 

no single equities exchange has more 

than 16% of the market share.15

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 


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14312 Federal Register / Vol. 87, No. 49 / Monday, March 14, 2022 / Notices 

16See Securities Exchange Act Release No. 51808 

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

17NetCoalition 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)). 

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

19 17 CFR 240.19b–4(f). 20 17 CFR 200.30–3(a)(12). 

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

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

investors and listed companies.’’ 16 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’. . . .’’.17 Accordingly, the 

Exchange does not believe its proposed 

fee changes 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 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– 

CboeBZX–2022–011 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–2022–011. 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–CboeBZX–2022–011 and 

should be submitted on or before April 

4, 2022. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.20

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–05246 Filed 3–11–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–94378; File No. SR–NYSE– 

2022–12] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change To Amend 

Sections 902.03 and 902.11 of the 

NYSE Listed Company Manual To 

Establish Fees for the Listing of Rights 

March 8, 2022. 

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

Securities Exchange Act of 1934 (the 

‘‘Act’’) 2 and Rule 19b–4 thereunder,3

notice is hereby given that, on February 

25, 2022, New York Stock Exchange 

LLC (‘‘NYSE’’ or the ‘‘Exchange’’) 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 

The Exchange proposes to amend 

Sections 902.03 and 902.11 of the NYSE 

Listed Company Manual (the ‘‘Manual’’) 

to establish fees for the listing of rights 

and to remove rule text that is no longer 

applicable. The proposed rule change is 

available on the Exchange’s website at 

www.nyse.com, at the principal office of 

the Exchange, 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 

self-regulatory organization 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 those 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 parts of such 

statements. 


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