29312 Federal Register / Vol. 86, No. 103 / Tuesday, June 1, 2021 / Notices 

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

2 17 CFR 240.19b–4. 

Institution and settlement of 

administrative proceedings; 

Resolution of litigation claims; and 

Other matters relating to examinations 

and enforcement proceedings. 

At times, changes in Commission 

priorities require alterations in the 

scheduling of meeting agenda items that 

may consist of adjudicatory, 

examination, litigation, or regulatory 

matters. 

CONTACT PERSON FOR MORE INFORMATION: 

For further information; please contact 

Vanessa A. Countryman from the Office 

of the Secretary at (202) 551–5400. 

Dated: May 27, 2021. 

Vanessa A. Countryman, 

Secretary. 

[FR Doc. 2021–11598 Filed 5–27–21; 4:15 pm] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release Nos. 33–10944, 34–92018; File No. 

265–28] 

Investor Advisory Committee Meeting 

AGENCY: Securities and Exchange 

Commission. 

ACTION: Notice of meeting. 

SUMMARY: The Securities and Exchange 

Commission Investor Advisory 

Committee, established pursuant to 

Section 911 of the Dodd-Frank Wall 

Street Reform and Consumer Protection 

Act of 2010, is providing notice that it 

will hold a public meeting. The public 

is invited to submit written statements 

to the Committee. 

DATES: The meeting will be held on 

Thursday, June 10, 2021 from 10:00 a.m. 

until 4:15 p.m. (ET). Written statements 

should be received on or before June 9, 

2021. 

ADDRESSES: The meeting will be 

conducted by remote means and/or at 

the Commission’s headquarters, 100 F 

St. NE, Washington, DC 20549. The 

meeting will be webcast on the 

Commission’s website at www.sec.gov. 

Written statements may be submitted by 

any of the following methods: 

Electronic Statements 

D Use the Commission’s internet 

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

rules/other.shtml); or 

D Send an email message to rulescomments@sec.gov. Please include File 

No. 265–28 on the subject line; or 

Paper Statements 

D Send paper statements to Vanessa 

A. Countryman, Secretary, Securities 

and Exchange Commission, 100 F Street 

NE, Washington, DC 20549–1090. 

All submissions should refer to File No. 

265–28. This file number should be 

included on the subject line if email is 

used. To help us process and review 

your statement more efficiently, please 

use only one method. 

Statements also will be available for 

website viewing and printing in the 

Commission’s Public Reference Room, 

100 F Street NE, Room 1503, 

Washington, DC 20549, on official 

business days between the hours of 

10:00 a.m. and 3:00 p.m. All statements 

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. 

FOR FURTHER INFORMATION CONTACT: 

Marc Oorloff Sharma, Chief Counsel, 

Office of the Investor Advocate, at (202) 

551–3302, Securities and Exchange 

Commission, 100 F Street NE, 

Washington, DC 20549. 

SUPPLEMENTARY INFORMATION: The 

meeting will be open to the public, 

except during that portion of the 

meeting reserved for an administrative 

work session during lunch. Persons 

needing special accommodations to take 

part because of a disability should 

notify the contact person listed in the 

section above entitled FOR FURTHER

INFORMATION CONTACT. 

The agenda for the meeting includes: 

Welcome remarks; approval of previous 

meeting minutes; a panel discussion 

regarding best execution and its role in 

post-NMS market structure; a panel 

discussion regarding best execution 

issues unique to wholesale brokers; a 

panel discussion regarding 10b5–1 

plans; a discussion of a 

recommendation regarding individual 

retirement accounts; subcommittee 

reports; and a non-public administrative 

session. 

Dated: May 26, 2021. 

Vanessa A. Countryman, 

Secretary. 

[FR Doc. 2021–11479 Filed 5–28–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–92013; File No. SR– 

CboeBZX–2021–040] 

Self-Regulatory Organizations; Cboe 

BZX Exchange, Inc.; Notice of Filing 

and Immediate Effectiveness of a 

Proposed Rule Change To Amend Its 

Fee Schedule 

May 25, 2021. 

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 May 12, 

2021, 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’’) is filing with the Securities 

and Exchange Commission 

(‘‘Commission’’) a proposed rule change 

to amend its fee schedule. The text of 

the proposed rule change is provided in 

Exhibit 5. 

The text of the proposed rule change 

is also available on the Exchange’s 

website (http://markets.cboe.com/us/ 

equities/regulation/rule_filings/bzx/), at 

the Exchange’s Office of the Secretary, 

and at the Commission’s Public 

Reference Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

Exchange included statements 

concerning the purpose of and basis for 

the proposed rule change and discussed 

any comments it received on the 

proposed rule change. The text of these 

statements may be examined at the 

places specified in Item IV below. The 

Exchange has prepared summaries, set 

forth in sections A, B, and C below, of 

the most significant aspects of such 

statements. 


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Federal Register / Vol. 86, No. 103 / Tuesday, June 1, 2021 / Notices 29313 

3The Exchange initially filed the proposed fee 

changes May 3, 2021 (SRCboeBZX–2021–037). On 

May 12, 2021, the Exchange withdrew that filing 

and submitted this proposal. 

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

Volume Summary, Month-to-Date (April 26, 2021), 

available at https://markets.cboe.com/us/equities/ 

market_statistics/. 

5Fee code B is appended to displayed orders 

adding liquidity to BZX (Tape B). 

6Fee code V is appended to displayed orders 

adding liquidity to BZX (Tape A). 

7Fee code Y is appended to displayed orders 

adding liquidity to BZX (Tape C). 

8Fee code N is appended to orders removing 

liquidity from BZX (Tape C). 

9Fee code W is appended to orders removing 

liquidity from BZX (Tape A). 

10Fee code BB is appended to orders removing 

liquidity from BZX (Tape B). 

11 15 U.S.C. 78f. 

12 15 U.S.C. 78f(b)(4) and (5). 13Supra note 3. 

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 eliminate the standard 

rebate for liquidity adding orders in 

securities priced below $1.00.3

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 15% 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. 

For liquidity adding orders (i.e., 

yielding fee code B,5 V,6 and Y 7), the 

Exchange provides a standard rebate of 

$0.0018 per share for orders in 

securities priced at or above $1.00, and 

a standard rebate of $0.0009 per share 

for orders in securities priced below 

$1.00. For liquidity removing orders 

(i.e., yielding fee code N,8 W,9 and 

BB10), the Exchange assesses a fee of 

$0.0030 per share for orders in 

securities at or above $1.00, and 

assesses a fee of 0.30% of the total 

dollar value for orders in securities 

priced below $1.00. The Exchange now 

proposes to eliminate the standard 

rebate applied to orders in securities 

priced below $1.00 and provide that 

such executions shall be free as the 

Exchange no longer wishes to, nor is it 

required to, provide such a rebate. 

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. 

In particular, the Exchange believes 

that the proposed eliminating the rebate 

and providing free executions for 

liquidity adding orders in securities 

priced below $1.00 is reasonable 

because the Exchange no longer wishes 

to, nor is it required to, provide such a 

rebate. The Exchange believes the 

proposal is equitable and not unfairly 

discriminatory because Members still 

are not paying any fees for such 

executions. Further, the Exchange 

believes the proposal is equitable and 

not unfairly discriminatory because it 

applies equally to all Members. With the 

proposed amendments, the Exchange’s 

make-take fee structure would continue 

to incentivize liquidity providers to 

continue to provide liquidity since such 

orders remain eligible for better pricing 

than orders that remove liquidity and 

are charged a fee. Further, the Exchange 

believes liquidity in securities priced 

less than $1.00 is sufficient without a 

rebate. 

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 proposal would apply uniformly to 

all Members, and Members may opt to 

disfavor the Exchange’s pricing if they 

believe that alternatives offer them 

better value. Accordingly, the Exchange 

does not believe that the proposed 

changes will impair the ability of 

Members or competing venues to 

maintain their competitive standing in 

the financial markets. Excessive fees 

would serve to impair an exchange’s 

ability to compete for order flow and 

Members rather than burdening 

competition. Moreover, Members still 

would not be assessed fees for liquidity 

adding orders, which is designed to 

incentivize liquidity, which the 

Exchange believes will benefit all 

market participants by encouraging a 

transparent and competitive market. 

The Exchange believes liquidity in 

securities priced less than $1.00 is 

sufficient without a rebate. 

As previously discussed, the 

Exchange operates in a highly 

competitive market. In such an 

environment, the Exchange must 

continually review, and consider 

adjusting, its fees and rebates to remain 

competitive with other exchanges. 

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 15% of the market share.13

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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29314 Federal Register / Vol. 86, No. 103 / Tuesday, June 1, 2021 / Notices 

14See Securities Exchange Act Release No. 51808 

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

15NetCoalition 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)). 

16 15 U.S.C. 78s(b)(3)(A). 

17 17 CFR 240.19b–4(f). 18 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

investors and listed companies.’’ 14 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’. . . .’’.15 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 16 and paragraph (f) of Rule 

19b–4 17 thereunder. At any time within 

60 days of the filing of the proposed rule 

change, the Commission summarily may 

temporarily suspend such rule change if 

it appears to the Commission that such 

action is necessary or appropriate in the 

public interest, for the protection of 

investors, or otherwise in furtherance of 

the purposes of the Act. If the 

Commission takes such action, the 

Commission will institute proceedings 

to determine whether the proposed rule 

change should be approved or 

disapproved. 

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–2021–040 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–2021–040. 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 20549–1090 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–2021–040 and 

should be submitted on or before June 

22, 2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.18

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–11406 Filed 5–28–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–92000; File No. SR–BX– 

2021–024] 

Self-Regulatory Organizations; Nasdaq 

BX, Inc.; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change To Amend Equity 7, 

Section 118 

May 25, 2021. 

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 May 19, 

2021, Nasdaq BX, Inc. (‘‘BX’’ or 

‘‘Exchange’’) filed with the Securities 

and Exchange Commission (‘‘SEC’’ or 

‘‘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: (i) 

The Exchange’s transaction credits, at 

Equity 7, Section 118(a), as described 

further below. 

The text of the proposed rule change 

is available on the Exchange’s website at 

https://listingcenter.nasdaq.com/ 

rulebook/bx/rules, 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 

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 operates on the ‘‘takermaker’’ model, whereby it generally 

pays credits to members that take 


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