Self-Regulatory Organizations; BOX Options Exchange, LLC; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend the Fee Schedule on the BOX Market LLC Options Facility, 62132-62136 [2015-26148]

Download as PDF 62132 Federal Register / Vol. 80, No. 199 / Thursday, October 15, 2015 / Notices including by attracting additional liquidity to the Exchange, which will make the Exchange a more competitive venue for, among other things, order execution and price discovery. The Exchange notes that it operates in a highly competitive market in which market participants can readily favor competing venues. In such an environment, the Exchange must continually review, and consider adjusting, its fees and credits to remain competitive with other exchanges. For the reasons described above, the Exchange believes that the proposed rule change promotes a competitive environment. C. Self-Regulatory Organization’s Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others No written comments were solicited or received with respect to the proposed rule change. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action The foregoing rule change is effective upon filing pursuant to Section 19(b)(3)(A) 10 of the Act and subparagraph (f)(2) of Rule 19b–4 11 thereunder, because it establishes a due, fee, or other charge imposed by the Exchange. At any time within 60 days of the filing of such 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 under Section 19(b)(2)(B) 12 of the Act to determine whether the proposed rule change should be approved or disapproved. IV. Solicitation of Comments mstockstill on DSK4VPTVN1PROD with NOTICES 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: • Send an email to rule-comments@ sec.gov. Please include File Number SR– NYSEArca–2015–89 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–NYSEArca–2015–89. 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 Web site (https://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 Web site 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; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR– NYSEArca–2015–89 and should be submitted on or before November 5, 2015. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.13 Robert W. Errett, Deputy Secretary. [FR Doc. 2015–26149 Filed 10–14–15; 8:45 am] BILLING CODE 8011–01–P Electronic Comments • Use the Commission’s Internet comment form (https://www.sec.gov/ rules/sro.shtml); or SECURITIES AND EXCHANGE COMMISSION [Release No. 34–76115; File No. SR–BOX– 2015–32] Self-Regulatory Organizations; BOX Options Exchange, LLC; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend the Fee Schedule on the BOX Market LLC Options Facility October 8, 2015. 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 September 30, 2015, BOX Options Exchange LLC (the ‘‘Exchange’’) filed with the Securities and Exchange Commission (‘‘Commission’’) the proposed rule change as described in Items I, II, and III below, which Items have been prepared by the Exchange. The Exchange filed the proposed rule change pursuant to Section 19(b)(3)(A)(ii) of the Act,3 and Rule 19b–4(f)(2) thereunder,4 which renders the proposal effective upon filing with the Commission. 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 the Substance of the Proposed Rule Change The Exchange is filing with the Securities and Exchange Commission (‘‘Commission’’) a proposed rule change to amend the Fee Schedule to make changes to Section I.A., Exchange Fees for Non-Auction Transactions and Section II.B., Liquidity Fees and Credits for Facilitation and Solicitation transactions on the BOX Market LLC (‘‘BOX’’) options facility. While changes to the fee schedule pursuant to this proposal will be effective upon filing, the changes will become operative on October 1, 2015. The text of the proposed rule change is available from the principal office of the Exchange, at the Commission’s Public Reference Room and also on the Exchange’s Internet Web site at https:// boxexchange.com. 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 1 15 10 15 U.S.C. 78s(b)(3)(A). 11 17 CFR 240.19b–4(f)(2). 12 15 U.S.C. 78s(b)(2)(B). VerDate Sep<11>2014 17:19 Oct 14, 2015 U.S.C. 78s(b)(1). CFR 240.19b–4. 3 15 U.S.C. 78s(b)(3)(A)(ii). 4 17 CFR 240.19b–4(f)(2). 2 17 13 17 Jkt 238001 PO 00000 CFR 200.30–3(a)(12). Frm 00121 Fmt 4703 Sfmt 4703 E:\FR\FM\15OCN1.SGM 15OCN1 62133 Federal Register / Vol. 80, No. 199 / Thursday, October 15, 2015 / Notices 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 make changes to Section I.A., Exchange Fees for Non-Auction Transactions and Section II.B., Liquidity Fees and Credits for Facilitation and Solicitation transactions. Non-Auction Transactions First, the Exchange proposes to raise certain fees for non-auction transactions in Non-Penny Pilot Classes which take liquidity from Public Customers. For all non-auction transactions, fees and credits are assessed depending upon three factors: (i) The account type of the Participant submitting the order; (ii) whether the Participant is a liquidity provider or liquidity taker; and (iii) the account type of the contra party. NonAuction Transactions in Penny Pilot Classes are assessed different fees or credits than Non-Auction Transactions in Non-Penny Pilot Classes. The Exchange proposes to raise the fee assessed for Professional Customers and Broker Dealers taking liquidity from a Public Customer in a Non-Penny Pilot Class to $1.07 from $0.99. For Market Makers taking liquidity from a Public Customer in a Non-Penny Pilot Class, the Exchange proposes to raise the fee assessed to $1.03 from $0.90. The fees for Non-Auction Transactions will be as follows: Penny pilot classes Account type Contra party Public Customer ........................................ Public Customer ....................................... Professional Customer/Broker Dealer ..... Market Maker ........................................... Public Customer ....................................... Professional Customer/Broker Dealer ..... Market Maker ........................................... Public Customer ....................................... Professional Customer/Broker Dealer ..... Market Maker ........................................... Professional Customer or Broker Dealer .. Market Maker ............................................ The Exchange then proposes to amend the structure of the Tiered Volume Rebates for Public Customers in Non-Auction Transactions (Section I.A.1.) and distinguish between whether the Public Customer is a liquidity provider or liquidity taker within the transaction. While a majority of the Maker fee/ credit $0.00 0.00 0.00 0.60 0.25 0.25 0.51 0.00 0.00 rebate levels will remain unchanged, at the highest volume tier (65,001 contracts or greater) in Non-Penny Pilot Classes the Exchange proposes to award transactions where the Public Customer is a liquidity maker a per contract rebate of $0.90. Transactions where the Public Non-Penny pilot classes Taker fee/ credit $0.00 0.00 0.00 0.64 0.40 0.44 0.55 0.05 0.29 Maker fee/ credit $0.00 0.00 0.00 0.95 0.35 0.35 0.85 0.00 0.00 Taker fee/ credit $0.00 0.00 0.00 1.07 0.40 0.44 1.03 0.10 0.29 Customer is a liquidity taker will continue to be awarded a $0.70 rebate. The new per contract rebates for Public Customers in Non-Auction Transactions as set forth in Section I.A.1. of the BOX Fee Schedule will now be as follows: Per contract rebate Public customer monthly ADV Penny pilot classes Maker 65,001 contracts and greater .......................................................................................... 40,001 contracts to 65,000 contracts .............................................................................. 15,001 contracts to 40,000 contracts .............................................................................. 1 contract to 15,000 contracts ......................................................................................... Liquidity Fees and Credits mstockstill on DSK4VPTVN1PROD with NOTICES The Exchange then proposes to amend Section II.B of the BOX Fee Schedule, liquidity fees and credits for Facilitation and Solicitation Transactions. Specifically, the Exchange Taker ($0.40) (0.25) (0.15) 0.00 proposes to establish higher liquidity credits for both Facilitation and Solicitation transactions in Penny Pilot and Non-Penny Pilot Classes. The Exchange proposes to raise the credit for removing liquidity in Facilitation and Jkt 238001 PO 00000 Frm 00122 Fmt 4703 Sfmt 4703 ($0.90) (0.50) (0.40) 0.00 Taker ($0.70) (0.50) (0.40) 0.00 Solicitation transactions to $1.00 from $0.95 in Non-Penny Pilot Classes, and to $0.45 from $0.40 in Penny Pilot Classes. The liquidity fees and credits for Facilitation and Solicitation transactions will be as follows: Fee for adding liquidity (all account types) Non-Penny Pilot Classes ......................................................................................................................................... 17:19 Oct 14, 2015 Maker ($0.40) (0.25) (0.15) 0.00 Facilitation and solicitation transactions VerDate Sep<11>2014 Non-Penny pilot classes E:\FR\FM\15OCN1.SGM 15OCN1 $0.95 Credit for removing liquidity (all account types) ($1.00) 62134 Federal Register / Vol. 80, No. 199 / Thursday, October 15, 2015 / Notices Fee for adding liquidity (all account types) Facilitation and solicitation transactions Penny Pilot Classes ................................................................................................................................................. 2. Statutory Basis The Exchange believes that the proposal is consistent with the requirements of Section 6(b) of the Act, in general, and Section 6(b)(4) and 6(b)(5)of the Act,5 in particular, in that it provides for the equitable allocation of reasonable dues, fees, and other charges among BOX Participants and other persons using its facilities and does not unfairly discriminate between customers, issuers, brokers or dealers. The proposed changes will allow the Exchange to be competitive with other exchanges and to apply fees and credits in a manner that is equitable among all BOX Participants. Further, the Exchange operates within a highly competitive market in which market participants can readily direct order flow to any other competing exchange if they determine fees at a particular exchange to be excessive. mstockstill on DSK4VPTVN1PROD with NOTICES Non-Auction Transactions The Exchange believes it is equitable, reasonable and not unfairly discriminatory to assess fees according to the account type of the Participant originating the order and the contra party. This fee structure has been in place on the Exchange for the past year and the Exchange is simply adjusting certain fees within the structure. The result of this structure is that a Participant does not know the fee it will be charged when submitting certain orders. Therefore, the Participant must recognize that it could be charged the highest applicable fee on the Exchange’s schedule, which may, instead, be lowered or changed to a credit depending upon how the order interacts. The Exchange believes raising the non-auction transaction fees for Professionals, Broker Dealers and Market Makers when taking liquidity from a Public Customer in a Non-Penny Pilot Class is reasonable, equitable and not unfairly discriminatory. The Exchange believes that participants taking liquidity from the BOX Book are willing to pay a higher fee for liquidity discovery in these less liquid names. Further, the Exchange believes the fees 5 15 U.S.C. 78f(b)(4) and (5). VerDate Sep<11>2014 17:19 Oct 14, 2015 Jkt 238001 proposed are reasonable and in line with similar fees at a competing venue.6 Raising these fees is intended to partially offset the higher Public Customer liquidity maker rebate also proposed within this filing. The Exchange believes it is reasonable, equitable and not unfairly discriminatory to give Public Customers a rebate and, accordingly, charge nonPublic Customers a higher fee when their orders execute against a Public Customer. The securities markets generally, and BOX in particular, have historically aimed to improve markets for investors and develop various features within the market structure for public customer benefit. Similar to the payment for order flow and other pricing models that have been adopted by the Exchange and other exchanges to attract Public Customer order flow, the Exchange increases fees to non-Public Customers in order to provide incentives for Public Customers. The Exchange believes that providing additional incentives for Public Customers to make liquidity is reasonable and, ultimately, will benefit all Participants trading on the Exchange by attracting Public Customer order flow. The Exchange believes that charging Professional Customers and Broker Dealers $1.07 for taking liquidity against Public Customers in Non-Penny Pilot Classes is reasonable and comparable to similar fees at competing venues.7 Further, the Exchange notes that Participants are only charged these higher fees when the Participant takes liquidity from a Public Customer in a Non-Penny Pilot Class. The Exchange also believes that charging Professional Customers and Broker Dealers higher fees than Public Customers for all nonauction transactions is equitable and not unfairly discriminatory. Professional Customers, while Public Customers by virtue of not being Broker Dealers, generally engage in trading activity more similar to Broker Dealer proprietary trading accounts (submitting 6 See the NASDAQ Stock Market LLC (‘‘NOM’’), NYSE Arca, Inc (‘‘Arca’’) and International Securities Exchange (‘‘ISE’’) Fee Schedules. 7 Under the NOM and Arca Fee Schedules Broker Dealers and Professional Customers are charged $0.94 for removing liquidity in Non-Penny Pilot Classes. PO 00000 Frm 00123 Fmt 4703 Sfmt 4703 0.40 Credit for removing liquidity (all account types) (0.45) more than 390 standard orders per day on average). The Exchange believes the higher level of trading activity from these Participants will draw a greater amount of BOX system resources than that of non-professional, Public Customers. Because this higher level of trading activity will result in greater ongoing operational costs, the Exchange aims to recover its costs by assessing Professional Customers and Broker Dealers higher fees for transactions. The Exchange believes that charging Market Makers $1.03 for taking liquidity against Public Customers in Non-Penny Pilot Classes is reasonable and comparable to similar fees at competing venues.8 Further, the Exchange notes that most Market Makers currently qualify for the Tiered Volume Rebate in Non-Auction transactions in Section I.A.1., which will result in a lower per contract fee for all the Participant’s nonauction transactions. The Exchange also believes it is equitable and not unfairly discriminatory for BOX Market Makers to be assessed lower fees than Professional Customers and Broker Dealers for non-auction transactions because of the significant contributions to overall market quality that Market Makers provide. Specifically, Market Makers can provide higher volumes of liquidity, and lowering their fees will help attract a higher level of Market Maker order flow to the BOX Book and create liquidity, which the Exchange believes will ultimately benefit all Participants trading on BOX. The Exchange believes amending the structure of the Tiered Volume Rebates for Public Customers in Non-Auction Transactions (Section I.A.1.) to distinguish whether the Public Customer is a liquidity provider or liquidity taker is reasonable, equitable and not unfairly discriminatory. The volume thresholds and applicable rebates are meant to incentivize Public Customers to direct order flow to the Exchange to obtain the benefit of the rebate, which will in turn benefit all market participants by increasing liquidity on the Exchange. Other exchanges employ similar incentive 8 Under the ISE Fee Schedule Market Makers are charged $0.95 ($0.25 exchange fee combined with a $0.70 Payment for Order Flow Fee) and under the NOM Fee Schedule they are charged $0.94. E:\FR\FM\15OCN1.SGM 15OCN1 Federal Register / Vol. 80, No. 199 / Thursday, October 15, 2015 / Notices mstockstill on DSK4VPTVN1PROD with NOTICES programs 9 and the Exchange believes that the proposed change to the rebate structure is reasonable and competitive when compared to incentive structures at other exchanges. The proposed structure is intended to attract Public Customer order flow to the Exchange by offering these Participants incentives to submit their Non-Auction orders to the Exchange. The practice of providing additional incentives to increase order flow is, and has been, a common practice in the options markets.10 Further, the Exchange believes it is appropriate to provide incentives for market participants which will result in greater liquidity and ultimately benefit all Participants trading on the Exchange. The Exchange believes awarding a $0.90 rebate to those Public Customers who make liquidity in Non-Penny Pilot classes and achieve the highest volume tier during a month (65,001 contracts or greater) is reasonable, equitable and not unfairly discriminatory. As stated above, other exchanges employ similar incentive programs,11 and the Exchange believes that the $0.90 maker rebate for Non-Penny Pilot Classes is reasonable and competitive when compared to credits and rebates at other exchanges. The Exchange also believes it is equitable and not unfairly discriminatory to only offer the higher rebate to Public Customers that have an average daily volume of 65,001 9 See Section B of the NASDAQ OMX PHLX,(‘‘PHLX’’) Pricing Schedule entitled ‘‘Customer Rebate Program;’’ ISE Gemini, LLC (‘‘Gemini’’) Qualifying Tier Thresholds (page 6 of the ISE Gemini Fee Schedule); and Chicago Board Options Exchange, Inc. (‘‘CBOE’’) Volume Incentive Program (VIP). CBOE’s Volume Incentive Program (‘‘VIP’’) pays certain tiered rebates to Trading Permit Holders for electronically executed multiply-listed option orders which include AIM orders. Note that some of these exchanges base these rebate programs on the percentage of total national Public Customer volume traded on their respective exchanges, which the Exchange is not proposing to do. 10 See BATS Exchange, Inc. (‘‘BATS’’) BATS Options Exchange Fee Schedule ‘‘Standard Rates’’; CBOE Fee Schedule ‘‘Volume Incentive Program’’ (page 4); Gemini Schedule of Fees, Section I. Regular Order Fees and Rebates ‘‘Penny Symbols and SPY, and Non-Penny Symbols’’ (page 4); Miami International Securities Exchange, LLC (‘‘MIAX’’) Fee Schedule Section I(a)(i) ‘‘Market Maker Transaction Fees’’ and ‘‘Market Maker Sliding Scale’’, and Section I(a)(iii) ‘‘Priority Customer Rebate Program’’; NASDAQ OMX BX, Inc. (‘‘BX Options’’) Chapter XV, Section 2 BX Options Market—Fees and Rebates; NASDAQ OMX PHLX,(‘‘PHLX’’), Pricing Schedule Section B, ‘‘Customer Rebate Program’’; NOM Chapter XV, Section 2 NASDAQ Options Market—Fees and Rebates; NYSE Amex, Inc. (‘‘AMEX’’) Fee Schedule Section I.C. NYSE Amex Options Market Maker Sliding Scale—Electronic; and Arca Options Fees and Charges, ‘‘Customer and Professional Customer Monthly Posting Credit Tiers and Qualifications for Executions in Penny Pilot Issues’’ (page 4). 11 See supra, note 9. VerDate Sep<11>2014 17:19 Oct 14, 2015 Jkt 238001 contracts or greater during the month. The Exchange believes offering a $0.90 rebate at the highest volume tier will incentivize all Public Customers to increase their non-auction order flow in these classes to the Exchange to achieve the higher rebate, which will in turn benefit all participants trading on BOX. The Exchange continues to believe it is equitable and not unfairly discriminatory to offer these rebate structures to Public Customers in NonAuction transactions. The practice of incentivizing increased Public Customer order flow is common in the options markets. The Exchange believes the proposed changes to the structure and per contract rebate for Public Customers who achieve the highest volume tier is equitable and not unfairly discriminatory as all Public Customers will benefit from the opportunity to obtain a greater rebate. The Exchange believes it is reasonable to offer a higher per contract rebate for transactions in Non-Penny Pilot Classes compared to Penny Pilot Classes because Non-Penny Pilot Classes are typically less actively traded and have wider spreads. The Exchange believes that offering a higher rebate will incentivize Public Customer order flow in Non-Penny Pilot issues on the Exchange, ultimately benefitting all Participants trading on BOX. Liquidity Fees and Credits BOX believes that the changes to Facilitation and Solicitation transaction liquidity credits are equitable and not unfairly discriminatory in that they apply to all categories of participants and across all account types. The Exchange notes that liquidity fees and credits on BOX are meant to offset one another in any particular transaction. The liquidity fees and credits do not directly result in revenue to BOX, but will simply allow BOX to provide the credit incentive to Participants to attract order flow. Raising the credits for removing liquidity will result in BOX crediting a Participant a higher amount for removing liquidity than it received from collecting the corresponding liquidity fee. The Exchange believes it is appropriate to provide incentives to market participants to use the Facilitation and Solicitation auction mechanisms, because doing so may result in greater liquidity on BOX which would benefit all market participants. The Exchange also believes the liquidity fees and credits are reasonable and competitive when compared to similar fees at competing venues.12 Under the proposed changes, Initiators 12 See PO 00000 ISE Schedules of Fees. Frm 00124 Fmt 4703 Sfmt 4703 62135 to the Facilitation and Solicitation auctions will never pay a fee and will only receive a credit of $0.45 in Penny Pilot Classes and $1.00 in Non-Penny Pilot Classes for the portion of the order that interacts with a Responder. In comparison, under the ISE Fee Schedule all Initiators except Public Customers are charged a $.20 fee for Penny Pilot Classes and $0.20 to $0.25 fee for NonPenny Pilot Classes.13 The Exchange believes that the proposed difference between what an Initiator will pay compared to what a Responder will pay is reasonable, equitable and not unfairly discriminatory. Specifically, the difference is in line with the credits and fees at the ISE.14 While Initiators on the ISE are assessed a fee, the ISE then uses volume based incentives that can greatly reduce the fees these Participants are charged. All Facilitation and Solicitation fees are subject to a fee cap of $75,000,15 allowing Participants who use these auctions to potentially reduce their per contract fee to a much lower rate. In addition, depending on their overall monthly volume, Initiators can receive a rebate of $0.05 to $0.11 per contract for their orders.16 Finally, if the order executes against a responder within one of these mechanisms the Initiator will receive an additional rebate of $0.15 for Penny Pilot Classes. For Non-Penny Pilot Classes, the Initiator will typically receive a proportional PFOF credit to their pool which they can allocate as they so choose.17 In conclusion, the Exchange believes the proposed Facilitation and Solicitation credits are reasonable when compared to fees and credits for similar mechanisms at the ISE. While it is difficult to exactly equate these two fee structures, most Responders on ISE (Market Makers interacting with Customer Orders) will pay $0.47 (Penny Pilot Classes) and $1.17 (Non-Penny Pilot Classes) while most Responders on 13 The ISE uses the term ‘‘Crossing Order’’ for orders executed on the Exchange’s Facilitation and Solicitation mechanisms. 14 While it is difficult to exactly equate these two fee structures at the ISE, depending on volume Initiators could receive a credit per contract for all Facilitation and Solicitation orders, and an additional $0.15 break up credit (Penny Pilot Classes) or PFOF credit (Non-Penny Pilot Classes) .14 [sic] In comparison under the BOX proposal Initiators would only receive a credit for the portion of the order that interacted with a Response, and the credit would be $0.45 (Penny Pilot Classes) or $1.00 (Non-Penny Pilot Classes). 15 See Section IV.H of the ISE Fee Schedule. 16 See Section IV.A of the ISE Fee Schedule. 17 Under Section IV.D of the ISE Fee Schedule the fee for PFOF is $0.70 and the fee will be rebated proportionally to the members that paid the fee on a monthly basis. E:\FR\FM\15OCN1.SGM 15OCN1 62136 Federal Register / Vol. 80, No. 199 / Thursday, October 15, 2015 / Notices mstockstill on DSK4VPTVN1PROD with NOTICES BOX (Market Makers interacting with Customer Orders) will pay $0.60 (Penny Pilot Classes) and $1.15 (Non-Penny Pilot Classes). At the ISE, depending on volume, Initiators in this scenario could receive a credit per contract for all Facilitation and Solicitation orders, and an additional $0.15 break up credit (Penny Pilot Classes) or PFOF credit (Non-Penny Pilot Classes).18 In comparison, under the BOX proposal, Initiators would only receive a credit for the portion of the order that interacted with a Response, and the credit would be $0.40 [sic] (Penny Pilot Classes) or $0.95 [sic] (Non-Penny Pilot Classes). Finally, the Exchange believes it is reasonable to establish different fees and credits for Facilitation and Solicitation transactions in Penny Pilot Classes compared to transactions in Non-Penny Pilot Classes. The Exchange makes this distinction throughout the BOX Fee Schedule, including the liquidity fees and credits for PIP and COPIP Transactions. The Exchange believes it is reasonable to establish higher fees and credits for Non-Penny Pilot Classes because these Classes are typically less actively traded and have wider spreads. The Exchange believes that offering a higher rebate will incentivize order flow in Non-Penny Pilot issues on the Exchange, ultimately benefitting all Participants trading on BOX. 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 competition not necessary or appropriate in furtherance of the purposes of the Act. The Exchange believes that the proposed adjustments to fees and rebates in the Non-Auction Transactions fee structure will not impose a burden on competition among various Exchange Participants. The Exchange believes that a fee structure that is determined according to whether the order removes or adds liquidity, the account type of the Participant submitting the order, and the contra party will result in Participants being charged appropriately for these transactions is designed to enhance competition in Non-Auction transactions on BOX. Submitting an order is entirely voluntary and Participants can determine which type of order they wish to submit, if any, to the Exchange. Further, the Exchange believes that this proposal will enhance 18 The Exchange notes that the language used in the ISE Fee Schedule states that there will be a proportional credit put into the monthly pool that the Initiator can then allocate. With this discretion the PFOF credit for these orders could be higher than $0.70. VerDate Sep<11>2014 17:19 Oct 14, 2015 Jkt 238001 competition between exchanges because it is designed to allow the Exchange to better compete with other exchanges for order flow. The Exchange does not believe that the proposed liquidity credits will burden competition by creating such a disparity between the fees an Initiating Participant in the Facilitation and Solicitation auction pays and the fees a competitive responder pays that would result in certain Participants being unable to compete with initiators. In fact, the Exchange believes that these changes will not impair these Participants from adding liquidity and competing in Facilitation and Solicitation auction transactions and will help promote competition by providing incentives for market participants to submit customer order flow to BOX and thus, create a greater opportunity for customers to receive additional price improvement. The Exchange also believes that this proposal will enhance competition between exchanges because it is designed to allow the Exchange to better compete with other exchanges for Facilitation and Solicitation auction order flow. C. Self-Regulatory Organization’s Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others No written comments were either solicited or received. 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)(ii) of the Exchange Act 19 and Rule 19b–4(f)(2) thereunder,20 because it establishes or changes a due, or fee. At any time within 60 days of the filing of the proposed rule change, the Commission summarily may temporarily suspend the rule change if it appears to the Commission that the action is necessary or appropriate in the public interest, for the protection of investors, or would otherwise further 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 (https://www.sec.gov/ rules/sro.shtml); or • Send an email to rule-comments@ sec.gov. Please include File Number SR– BOX–2015–32 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–BOX–2015–32. 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 Web site (https://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 Web site 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; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR–BOX– 2015–32, and should be submitted on or before November 5, 2015. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.21 Robert W. Errett, Deputy Secretary. [FR Doc. 2015–26148 Filed 10–14–15; 8:45 am] BILLING CODE 8011–01–P 19 15 U.S.C. 78s(b)(3)(A)(ii). 20 17 CFR 240.19b–4(f)(2). PO 00000 Frm 00125 Fmt 4703 Sfmt 9990 21 17 E:\FR\FM\15OCN1.SGM CFR 200.30–3(a)(12). 15OCN1

Agencies

[Federal Register Volume 80, Number 199 (Thursday, October 15, 2015)]
[Notices]
[Pages 62132-62136]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2015-26148]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-76115; File No. SR-BOX-2015-32]


Self-Regulatory Organizations; BOX Options Exchange, LLC; Notice 
of Filing and Immediate Effectiveness of a Proposed Rule Change To 
Amend the Fee Schedule on the BOX Market LLC Options Facility

October 8, 2015.
    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 September 30, 2015, BOX Options Exchange LLC (the ``Exchange'') 
filed with the Securities and Exchange Commission (``Commission'') the 
proposed rule change as described in Items I, II, and III below, which 
Items have been prepared by the Exchange. The Exchange filed the 
proposed rule change pursuant to Section 19(b)(3)(A)(ii) of the Act,\3\ 
and Rule 19b-4(f)(2) thereunder,\4\ which renders the proposal 
effective upon filing with the Commission. The Commission is publishing 
this notice to solicit comments on the proposed rule change from 
interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ 15 U.S.C. 78s(b)(3)(A)(ii).
    \4\ 17 CFR 240.19b-4(f)(2).
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I. Self-Regulatory Organization's Statement of the Terms of the 
Substance of the Proposed Rule Change

    The Exchange is filing with the Securities and Exchange Commission 
(``Commission'') a proposed rule change to amend the Fee Schedule to 
make changes to Section I.A., Exchange Fees for Non-Auction 
Transactions and Section II.B., Liquidity Fees and Credits for 
Facilitation and Solicitation transactions on the BOX Market LLC 
(``BOX'') options facility. While changes to the fee schedule pursuant 
to this proposal will be effective upon filing, the changes will become 
operative on October 1, 2015. The text of the proposed rule change is 
available from the principal office of the Exchange, at the 
Commission's Public Reference Room and also on the Exchange's Internet 
Web site at https://boxexchange.com.

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

[[Page 62133]]

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 make changes to Section I.A., Exchange 
Fees for Non-Auction Transactions and Section II.B., Liquidity Fees and 
Credits for Facilitation and Solicitation transactions.
Non-Auction Transactions
    First, the Exchange proposes to raise certain fees for non-auction 
transactions in Non-Penny Pilot Classes which take liquidity from 
Public Customers. For all non-auction transactions, fees and credits 
are assessed depending upon three factors: (i) The account type of the 
Participant submitting the order; (ii) whether the Participant is a 
liquidity provider or liquidity taker; and (iii) the account type of 
the contra party. Non-Auction Transactions in Penny Pilot Classes are 
assessed different fees or credits than Non-Auction Transactions in 
Non-Penny Pilot Classes. The Exchange proposes to raise the fee 
assessed for Professional Customers and Broker Dealers taking liquidity 
from a Public Customer in a Non-Penny Pilot Class to $1.07 from $0.99. 
For Market Makers taking liquidity from a Public Customer in a Non-
Penny Pilot Class, the Exchange proposes to raise the fee assessed to 
$1.03 from $0.90.
    The fees for Non-Auction Transactions will be as follows:

----------------------------------------------------------------------------------------------------------------
                                                                 Penny pilot classes     Non-Penny pilot classes
                                                             ---------------------------------------------------
            Account type                   Contra party        Maker fee/   Taker fee/   Maker fee/   Taker fee/
                                                                 credit       credit       credit       credit
----------------------------------------------------------------------------------------------------------------
Public Customer.....................  Public Customer.......        $0.00        $0.00        $0.00        $0.00
                                      Professional Customer/         0.00         0.00         0.00         0.00
                                       Broker Dealer.
                                      Market Maker..........         0.00         0.00         0.00         0.00
Professional Customer or Broker       Public Customer.......         0.60         0.64         0.95         1.07
 Dealer.
                                      Professional Customer/         0.25         0.40         0.35         0.40
                                       Broker Dealer.
                                      Market Maker..........         0.25         0.44         0.35         0.44
Market Maker........................  Public Customer.......         0.51         0.55         0.85         1.03
                                      Professional Customer/         0.00         0.05         0.00         0.10
                                       Broker Dealer.
                                      Market Maker..........         0.00         0.29         0.00         0.29
----------------------------------------------------------------------------------------------------------------

    The Exchange then proposes to amend the structure of the Tiered 
Volume Rebates for Public Customers in Non-Auction Transactions 
(Section I.A.1.) and distinguish between whether the Public Customer is 
a liquidity provider or liquidity taker within the transaction. While a 
majority of the rebate levels will remain unchanged, at the highest 
volume tier (65,001 contracts or greater) in Non-Penny Pilot Classes 
the Exchange proposes to award transactions where the Public Customer 
is a liquidity maker a per contract rebate of $0.90. Transactions where 
the Public Customer is a liquidity taker will continue to be awarded a 
$0.70 rebate.
    The new per contract rebates for Public Customers in Non-Auction 
Transactions as set forth in Section I.A.1. of the BOX Fee Schedule 
will now be as follows:

----------------------------------------------------------------------------------------------------------------
                                                                              Per contract rebate
                                                             ---------------------------------------------------
                 Public customer monthly ADV                     Penny pilot classes     Non-Penny pilot classes
                                                             ---------------------------------------------------
                                                                 Maker        Taker        Maker        Taker
----------------------------------------------------------------------------------------------------------------
65,001 contracts and greater................................      ($0.40)      ($0.40)      ($0.90)      ($0.70)
40,001 contracts to 65,000 contracts........................       (0.25)       (0.25)       (0.50)       (0.50)
15,001 contracts to 40,000 contracts........................       (0.15)       (0.15)       (0.40)       (0.40)
1 contract to 15,000 contracts..............................         0.00         0.00         0.00         0.00
----------------------------------------------------------------------------------------------------------------

Liquidity Fees and Credits
    The Exchange then proposes to amend Section II.B of the BOX Fee 
Schedule, liquidity fees and credits for Facilitation and Solicitation 
Transactions. Specifically, the Exchange proposes to establish higher 
liquidity credits for both Facilitation and Solicitation transactions 
in Penny Pilot and Non-Penny Pilot Classes. The Exchange proposes to 
raise the credit for removing liquidity in Facilitation and 
Solicitation transactions to $1.00 from $0.95 in Non-Penny Pilot 
Classes, and to $0.45 from $0.40 in Penny Pilot Classes.
    The liquidity fees and credits for Facilitation and Solicitation 
transactions will be as follows:

------------------------------------------------------------------------
                                                            Credit for
                                          Fee for adding     removing
      Facilitation and solicitation          liquidity       liquidity
              transactions                 (all account    (all account
                                              types)          types)
------------------------------------------------------------------------
Non-Penny Pilot Classes.................           $0.95         ($1.00)

[[Page 62134]]

 
Penny Pilot Classes.....................            0.40          (0.45)
------------------------------------------------------------------------

2. Statutory Basis
    The Exchange believes that the proposal is consistent with the 
requirements of Section 6(b) of the Act, in general, and Section 
6(b)(4) and 6(b)(5)of the Act,\5\ in particular, in that it provides 
for the equitable allocation of reasonable dues, fees, and other 
charges among BOX Participants and other persons using its facilities 
and does not unfairly discriminate between customers, issuers, brokers 
or dealers. The proposed changes will allow the Exchange to be 
competitive with other exchanges and to apply fees and credits in a 
manner that is equitable among all BOX Participants. Further, the 
Exchange operates within a highly competitive market in which market 
participants can readily direct order flow to any other competing 
exchange if they determine fees at a particular exchange to be 
excessive.
---------------------------------------------------------------------------

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

Non-Auction Transactions
    The Exchange believes it is equitable, reasonable and not unfairly 
discriminatory to assess fees according to the account type of the 
Participant originating the order and the contra party. This fee 
structure has been in place on the Exchange for the past year and the 
Exchange is simply adjusting certain fees within the structure. The 
result of this structure is that a Participant does not know the fee it 
will be charged when submitting certain orders. Therefore, the 
Participant must recognize that it could be charged the highest 
applicable fee on the Exchange's schedule, which may, instead, be 
lowered or changed to a credit depending upon how the order interacts.
    The Exchange believes raising the non-auction transaction fees for 
Professionals, Broker Dealers and Market Makers when taking liquidity 
from a Public Customer in a Non-Penny Pilot Class is reasonable, 
equitable and not unfairly discriminatory. The Exchange believes that 
participants taking liquidity from the BOX Book are willing to pay a 
higher fee for liquidity discovery in these less liquid names. Further, 
the Exchange believes the fees proposed are reasonable and in line with 
similar fees at a competing venue.\6\
---------------------------------------------------------------------------

    \6\ See the NASDAQ Stock Market LLC (``NOM''), NYSE Arca, Inc 
(``Arca'') and International Securities Exchange (``ISE'') Fee 
Schedules.
---------------------------------------------------------------------------

    Raising these fees is intended to partially offset the higher 
Public Customer liquidity maker rebate also proposed within this 
filing. The Exchange believes it is reasonable, equitable and not 
unfairly discriminatory to give Public Customers a rebate and, 
accordingly, charge non-Public Customers a higher fee when their orders 
execute against a Public Customer. The securities markets generally, 
and BOX in particular, have historically aimed to improve markets for 
investors and develop various features within the market structure for 
public customer benefit. Similar to the payment for order flow and 
other pricing models that have been adopted by the Exchange and other 
exchanges to attract Public Customer order flow, the Exchange increases 
fees to non-Public Customers in order to provide incentives for Public 
Customers. The Exchange believes that providing additional incentives 
for Public Customers to make liquidity is reasonable and, ultimately, 
will benefit all Participants trading on the Exchange by attracting 
Public Customer order flow.
    The Exchange believes that charging Professional Customers and 
Broker Dealers $1.07 for taking liquidity against Public Customers in 
Non-Penny Pilot Classes is reasonable and comparable to similar fees at 
competing venues.\7\ Further, the Exchange notes that Participants are 
only charged these higher fees when the Participant takes liquidity 
from a Public Customer in a Non-Penny Pilot Class. The Exchange also 
believes that charging Professional Customers and Broker Dealers higher 
fees than Public Customers for all non-auction transactions is 
equitable and not unfairly discriminatory. Professional Customers, 
while Public Customers by virtue of not being Broker Dealers, generally 
engage in trading activity more similar to Broker Dealer proprietary 
trading accounts (submitting more than 390 standard orders per day on 
average). The Exchange believes the higher level of trading activity 
from these Participants will draw a greater amount of BOX system 
resources than that of non-professional, Public Customers. Because this 
higher level of trading activity will result in greater ongoing 
operational costs, the Exchange aims to recover its costs by assessing 
Professional Customers and Broker Dealers higher fees for transactions.
---------------------------------------------------------------------------

    \7\ Under the NOM and Arca Fee Schedules Broker Dealers and 
Professional Customers are charged $0.94 for removing liquidity in 
Non-Penny Pilot Classes.
---------------------------------------------------------------------------

    The Exchange believes that charging Market Makers $1.03 for taking 
liquidity against Public Customers in Non-Penny Pilot Classes is 
reasonable and comparable to similar fees at competing venues.\8\ 
Further, the Exchange notes that most Market Makers currently qualify 
for the Tiered Volume Rebate in Non-Auction transactions in Section 
I.A.1., which will result in a lower per contract fee for all the 
Participant's non-auction transactions. The Exchange also believes it 
is equitable and not unfairly discriminatory for BOX Market Makers to 
be assessed lower fees than Professional Customers and Broker Dealers 
for non-auction transactions because of the significant contributions 
to overall market quality that Market Makers provide. Specifically, 
Market Makers can provide higher volumes of liquidity, and lowering 
their fees will help attract a higher level of Market Maker order flow 
to the BOX Book and create liquidity, which the Exchange believes will 
ultimately benefit all Participants trading on BOX.
---------------------------------------------------------------------------

    \8\ Under the ISE Fee Schedule Market Makers are charged $0.95 
($0.25 exchange fee combined with a $0.70 Payment for Order Flow 
Fee) and under the NOM Fee Schedule they are charged $0.94.
---------------------------------------------------------------------------

    The Exchange believes amending the structure of the Tiered Volume 
Rebates for Public Customers in Non-Auction Transactions (Section 
I.A.1.) to distinguish whether the Public Customer is a liquidity 
provider or liquidity taker is reasonable, equitable and not unfairly 
discriminatory. The volume thresholds and applicable rebates are meant 
to incentivize Public Customers to direct order flow to the Exchange to 
obtain the benefit of the rebate, which will in turn benefit all market 
participants by increasing liquidity on the Exchange. Other exchanges 
employ similar incentive

[[Page 62135]]

programs \9\ and the Exchange believes that the proposed change to the 
rebate structure is reasonable and competitive when compared to 
incentive structures at other exchanges.
---------------------------------------------------------------------------

    \9\ See Section B of the NASDAQ OMX PHLX,(``PHLX'') Pricing 
Schedule entitled ``Customer Rebate Program;'' ISE Gemini, LLC 
(``Gemini'') Qualifying Tier Thresholds (page 6 of the ISE Gemini 
Fee Schedule); and Chicago Board Options Exchange, Inc. (``CBOE'') 
Volume Incentive Program (VIP). CBOE's Volume Incentive Program 
(``VIP'') pays certain tiered rebates to Trading Permit Holders for 
electronically executed multiply-listed option orders which include 
AIM orders. Note that some of these exchanges base these rebate 
programs on the percentage of total national Public Customer volume 
traded on their respective exchanges, which the Exchange is not 
proposing to do.
---------------------------------------------------------------------------

    The proposed structure is intended to attract Public Customer order 
flow to the Exchange by offering these Participants incentives to 
submit their Non-Auction orders to the Exchange. The practice of 
providing additional incentives to increase order flow is, and has 
been, a common practice in the options markets.\10\ Further, the 
Exchange believes it is appropriate to provide incentives for market 
participants which will result in greater liquidity and ultimately 
benefit all Participants trading on the Exchange.
---------------------------------------------------------------------------

    \10\ See BATS Exchange, Inc. (``BATS'') BATS Options Exchange 
Fee Schedule ``Standard Rates''; CBOE Fee Schedule ``Volume 
Incentive Program'' (page 4); Gemini Schedule of Fees, Section I. 
Regular Order Fees and Rebates ``Penny Symbols and SPY, and Non-
Penny Symbols'' (page 4); Miami International Securities Exchange, 
LLC (``MIAX'') Fee Schedule Section I(a)(i) ``Market Maker 
Transaction Fees'' and ``Market Maker Sliding Scale'', and Section 
I(a)(iii) ``Priority Customer Rebate Program''; NASDAQ OMX BX, Inc. 
(``BX Options'') Chapter XV, Section 2 BX Options Market--Fees and 
Rebates; NASDAQ OMX PHLX,(``PHLX''), Pricing Schedule Section B, 
``Customer Rebate Program''; NOM Chapter XV, Section 2 NASDAQ 
Options Market--Fees and Rebates; NYSE Amex, Inc. (``AMEX'') Fee 
Schedule Section I.C. NYSE Amex Options Market Maker Sliding Scale--
Electronic; and Arca Options Fees and Charges, ``Customer and 
Professional Customer Monthly Posting Credit Tiers and 
Qualifications for Executions in Penny Pilot Issues'' (page 4).
---------------------------------------------------------------------------

    The Exchange believes awarding a $0.90 rebate to those Public 
Customers who make liquidity in Non-Penny Pilot classes and achieve the 
highest volume tier during a month (65,001 contracts or greater) is 
reasonable, equitable and not unfairly discriminatory. As stated above, 
other exchanges employ similar incentive programs,\11\ and the Exchange 
believes that the $0.90 maker rebate for Non-Penny Pilot Classes is 
reasonable and competitive when compared to credits and rebates at 
other exchanges. The Exchange also believes it is equitable and not 
unfairly discriminatory to only offer the higher rebate to Public 
Customers that have an average daily volume of 65,001 contracts or 
greater during the month. The Exchange believes offering a $0.90 rebate 
at the highest volume tier will incentivize all Public Customers to 
increase their non-auction order flow in these classes to the Exchange 
to achieve the higher rebate, which will in turn benefit all 
participants trading on BOX.
---------------------------------------------------------------------------

    \11\ See supra, note 9.
---------------------------------------------------------------------------

    The Exchange continues to believe it is equitable and not unfairly 
discriminatory to offer these rebate structures to Public Customers in 
Non-Auction transactions. The practice of incentivizing increased 
Public Customer order flow is common in the options markets. The 
Exchange believes the proposed changes to the structure and per 
contract rebate for Public Customers who achieve the highest volume 
tier is equitable and not unfairly discriminatory as all Public 
Customers will benefit from the opportunity to obtain a greater rebate.
    The Exchange believes it is reasonable to offer a higher per 
contract rebate for transactions in Non-Penny Pilot Classes compared to 
Penny Pilot Classes because Non-Penny Pilot Classes are typically less 
actively traded and have wider spreads. The Exchange believes that 
offering a higher rebate will incentivize Public Customer order flow in 
Non-Penny Pilot issues on the Exchange, ultimately benefitting all 
Participants trading on BOX.
Liquidity Fees and Credits
    BOX believes that the changes to Facilitation and Solicitation 
transaction liquidity credits are equitable and not unfairly 
discriminatory in that they apply to all categories of participants and 
across all account types. The Exchange notes that liquidity fees and 
credits on BOX are meant to offset one another in any particular 
transaction. The liquidity fees and credits do not directly result in 
revenue to BOX, but will simply allow BOX to provide the credit 
incentive to Participants to attract order flow. Raising the credits 
for removing liquidity will result in BOX crediting a Participant a 
higher amount for removing liquidity than it received from collecting 
the corresponding liquidity fee. The Exchange believes it is 
appropriate to provide incentives to market participants to use the 
Facilitation and Solicitation auction mechanisms, because doing so may 
result in greater liquidity on BOX which would benefit all market 
participants.
    The Exchange also believes the liquidity fees and credits are 
reasonable and competitive when compared to similar fees at competing 
venues.\12\ Under the proposed changes, Initiators to the Facilitation 
and Solicitation auctions will never pay a fee and will only receive a 
credit of $0.45 in Penny Pilot Classes and $1.00 in Non-Penny Pilot 
Classes for the portion of the order that interacts with a Responder. 
In comparison, under the ISE Fee Schedule all Initiators except Public 
Customers are charged a $.20 fee for Penny Pilot Classes and $0.20 to 
$0.25 fee for Non-Penny Pilot Classes.\13\
---------------------------------------------------------------------------

    \12\ See ISE Schedules of Fees.
    \13\ The ISE uses the term ``Crossing Order'' for orders 
executed on the Exchange's Facilitation and Solicitation mechanisms.
---------------------------------------------------------------------------

    The Exchange believes that the proposed difference between what an 
Initiator will pay compared to what a Responder will pay is reasonable, 
equitable and not unfairly discriminatory. Specifically, the difference 
is in line with the credits and fees at the ISE.\14\ While Initiators 
on the ISE are assessed a fee, the ISE then uses volume based 
incentives that can greatly reduce the fees these Participants are 
charged. All Facilitation and Solicitation fees are subject to a fee 
cap of $75,000,\15\ allowing Participants who use these auctions to 
potentially reduce their per contract fee to a much lower rate. In 
addition, depending on their overall monthly volume, Initiators can 
receive a rebate of $0.05 to $0.11 per contract for their orders.\16\ 
Finally, if the order executes against a responder within one of these 
mechanisms the Initiator will receive an additional rebate of $0.15 for 
Penny Pilot Classes. For Non-Penny Pilot Classes, the Initiator will 
typically receive a proportional PFOF credit to their pool which they 
can allocate as they so choose.\17\
---------------------------------------------------------------------------

    \14\ While it is difficult to exactly equate these two fee 
structures at the ISE, depending on volume Initiators could receive 
a credit per contract for all Facilitation and Solicitation orders, 
and an additional $0.15 break up credit (Penny Pilot Classes) or 
PFOF credit (Non-Penny Pilot Classes) .14 [sic] In comparison under 
the BOX proposal Initiators would only receive a credit for the 
portion of the order that interacted with a Response, and the credit 
would be $0.45 (Penny Pilot Classes) or $1.00 (Non-Penny Pilot 
Classes).
    \15\ See Section IV.H of the ISE Fee Schedule.
    \16\ See Section IV.A of the ISE Fee Schedule.
    \17\ Under Section IV.D of the ISE Fee Schedule the fee for PFOF 
is $0.70 and the fee will be rebated proportionally to the members 
that paid the fee on a monthly basis.
---------------------------------------------------------------------------

    In conclusion, the Exchange believes the proposed Facilitation and 
Solicitation credits are reasonable when compared to fees and credits 
for similar mechanisms at the ISE. While it is difficult to exactly 
equate these two fee structures, most Responders on ISE (Market Makers 
interacting with Customer Orders) will pay $0.47 (Penny Pilot Classes) 
and $1.17 (Non-Penny Pilot Classes) while most Responders on

[[Page 62136]]

BOX (Market Makers interacting with Customer Orders) will pay $0.60 
(Penny Pilot Classes) and $1.15 (Non-Penny Pilot Classes). At the ISE, 
depending on volume, Initiators in this scenario could receive a credit 
per contract for all Facilitation and Solicitation orders, and an 
additional $0.15 break up credit (Penny Pilot Classes) or PFOF credit 
(Non-Penny Pilot Classes).\18\ In comparison, under the BOX proposal, 
Initiators would only receive a credit for the portion of the order 
that interacted with a Response, and the credit would be $0.40 [sic] 
(Penny Pilot Classes) or $0.95 [sic] (Non-Penny Pilot Classes).
---------------------------------------------------------------------------

    \18\ The Exchange notes that the language used in the ISE Fee 
Schedule states that there will be a proportional credit put into 
the monthly pool that the Initiator can then allocate. With this 
discretion the PFOF credit for these orders could be higher than 
$0.70.
---------------------------------------------------------------------------

    Finally, the Exchange believes it is reasonable to establish 
different fees and credits for Facilitation and Solicitation 
transactions in Penny Pilot Classes compared to transactions in Non-
Penny Pilot Classes. The Exchange makes this distinction throughout the 
BOX Fee Schedule, including the liquidity fees and credits for PIP and 
COPIP Transactions. The Exchange believes it is reasonable to establish 
higher fees and credits for Non-Penny Pilot Classes because these 
Classes are typically less actively traded and have wider spreads. The 
Exchange believes that offering a higher rebate will incentivize order 
flow in Non-Penny Pilot issues on the Exchange, ultimately benefitting 
all Participants trading on BOX.

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 competition not necessary or appropriate in 
furtherance of the purposes of the Act.
    The Exchange believes that the proposed adjustments to fees and 
rebates in the Non-Auction Transactions fee structure will not impose a 
burden on competition among various Exchange Participants. The Exchange 
believes that a fee structure that is determined according to whether 
the order removes or adds liquidity, the account type of the 
Participant submitting the order, and the contra party will result in 
Participants being charged appropriately for these transactions is 
designed to enhance competition in Non-Auction transactions on BOX. 
Submitting an order is entirely voluntary and Participants can 
determine which type of order they wish to submit, if any, to the 
Exchange. Further, the Exchange believes that this proposal will 
enhance competition between exchanges because it is designed to allow 
the Exchange to better compete with other exchanges for order flow.
    The Exchange does not believe that the proposed liquidity credits 
will burden competition by creating such a disparity between the fees 
an Initiating Participant in the Facilitation and Solicitation auction 
pays and the fees a competitive responder pays that would result in 
certain Participants being unable to compete with initiators. In fact, 
the Exchange believes that these changes will not impair these 
Participants from adding liquidity and competing in Facilitation and 
Solicitation auction transactions and will help promote competition by 
providing incentives for market participants to submit customer order 
flow to BOX and thus, create a greater opportunity for customers to 
receive additional price improvement.
    The Exchange also believes that this proposal will enhance 
competition between exchanges because it is designed to allow the 
Exchange to better compete with other exchanges for Facilitation and 
Solicitation auction order flow.

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    No written comments were either solicited or received.

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)(ii) of the Exchange Act \19\ and Rule 19b-4(f)(2) 
thereunder,\20\ because it establishes or changes a due, or fee.
---------------------------------------------------------------------------

    \19\ 15 U.S.C. 78s(b)(3)(A)(ii).
    \20\ 17 CFR 240.19b-4(f)(2).
---------------------------------------------------------------------------

    At any time within 60 days of the filing of the proposed rule 
change, the Commission summarily may temporarily suspend the rule 
change if it appears to the Commission that the action is necessary or 
appropriate in the public interest, for the protection of investors, or 
would otherwise further 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 (https://www.sec.gov/rules/sro.shtml); or
     Send an email to rule-comments@sec.gov. Please include 
File Number SR-BOX-2015-32 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-BOX-2015-32. 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 Web site (https://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 Web site 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; the Commission does 
not edit personal identifying information from submissions. You should 
submit only information that you wish to make available publicly. All 
submissions should refer to File Number SR-BOX-2015-32, and should be 
submitted on or before November 5, 2015.
---------------------------------------------------------------------------

    \21\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\21\
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2015-26148 Filed 10-14-15; 8:45 am]
 BILLING CODE 8011-01-P
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