Self-Regulatory Organizations; BOX Options Exchange LLC; Suspension of and Order Instituting Proceedings To Determine Whether To Approve or Disapprove a Proposed Rule Change To Amend the Fee Schedule on the BOX Market LLC Options Facility To Establish BOX Connectivity Fees for Participants and Non-Participants Who Connect to the BOX Network, 47947-47949 [2018-20548]

Download as PDF Federal Register / Vol. 83, No. 184 / Friday, September 21, 2018 / Notices action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act. IV. Solicitation of Comments [FR Doc. 2018–20544 Filed 9–20–18; 8:45 am] Interested persons are invited to submit written data, views and arguments concerning the foregoing, including whether the proposal 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 No. SR– CboeBZX–2018–071 on the subject line. daltland on DSKBBV9HB2PROD with NOTICES 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 No. SR–CboeBZX–2018–071. 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 (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 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 No. SR–CboeBZX–2018–071 and should be submitted on or before October 12, 2018. VerDate Sep<11>2014 17:30 Sep 20, 2018 Jkt 244001 For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.16 Eduardo A. Aleman, Assistant Secretary. BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–84168; File No. SR–BOX– 2018–24] Self-Regulatory Organizations; BOX Options Exchange LLC; Suspension of and Order Instituting Proceedings To Determine Whether To Approve or Disapprove a Proposed Rule Change To Amend the Fee Schedule on the BOX Market LLC Options Facility To Establish BOX Connectivity Fees for Participants and Non-Participants Who Connect to the BOX Network September 17, 2018. I. Introduction On July 19, 2018, BOX Options Exchange LLC (‘‘BOX’’ or the ‘‘Exchange’’) filed with the Securities and Exchange Commission (‘‘Commission’’), pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (‘‘Act’’),1 and Rule 19b–4 thereunder,2 a proposed rule change (File No. SR–BOX–2018–24) to amend the BOX fee schedule to establish certain connectivity fees and reclassify its high speed vendor feed (‘‘HSVF’’) connection as a port fee. The proposed rule change was immediately effective upon filing with the Commission pursuant to Section 19(b)(3)(A) of the Act.3 The proposed rule change was published for comment in the Federal Register on August 2, 2018.4 The Commission has received one comment letter on the proposal 5 and one response letter from the Exchange.6 Under Section 19(b)(3)(C) of the Act,7 the Commission is hereby: (i) Temporarily suspending the proposed rule change; and (ii) instituting proceedings to determine whether to 16 17 CFR 200.30–3(a)(12). U.S.C. 78s(b)(1). 2 17 CFR 240.19b–4. 3 15 U.S.C. 78s(b)(3)(A). 4 See Securities Exchange Act Release No. 83728 (July 27, 2018), 83 FR 37853 (‘‘Notice’’). 5 See Letter from Tyler Gellasch, Executive Director, The Healthy Markets Association, to Brent J. Fields, Secretary, Commission, dated August 23, 2018 (‘‘Healthy Markets Letter’’). 6 See Letter from Lisa J. Fall, President, BOX, to Brent J. Fields, Secretary, Commission, dated September 12, 2018 (‘‘BOX Response Letter’’). 7 15 U.S.C. 78s(b)(3)(C). 1 15 PO 00000 Frm 00074 Fmt 4703 Sfmt 4703 47947 approve or disapprove the proposed rule change. II. Description of the Proposed Rule Change The Exchange proposes to amend its fee schedule to establish connectivity fees for Participants 8 and nonParticipants who connect to the BOX network. Specifically, the Exchange proposes to charge Participants and non-Participants with 10 Gigabit connections a monthly fee of $5,000 per connection, and Participants and nonParticipants with non-10 Gigabit connections a monthly fee of $1,000 per connection. The Exchange would charge the applicable connectivity fee for each calendar month to any Participant or non-Participant connected as of the last trading day of that month. The Exchange also proposes to amend its fee schedule to reclassify the HSVF connection as a port fee and to state that subscribers must be credentialed by the Exchange to receive the HSVF. According to the Exchange, the HSVF subscription is not dependent on a physical connection to the Exchange, and thus is a port and not a physical connectivity option.9 The amount of the HSVF fee would remain unchanged, and the Exchange would continue to assess an HSVF port fee of $1,500 per month for each month a Participant or nonParticipant is credentialed to use the HSVF port. III. Suspension of the Proposed Rule Change Pursuant to Section 19(b)(3)(C) of the Act,10 at any time within 60 days of the date of filing of a proposed rule change pursuant to Section 19(b)(1) of the Act,11 the Commission summarily may temporarily suspend the change in the rules of a self-regulatory organization (‘‘SRO’’) 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. As discussed below, the Commission believes a temporary suspension of the proposed rule change is necessary and appropriate to allow for additional analysis of the proposed rule change’s consistency with the Act and the rules thereunder. As noted above, the Commission received one comment letter on the 8 A participant is defined under BOX Rule 100(a)(41) as a firm or organization that is registered with the Exchange pursuant to the BOX Rule 2000 Series for purposes of participating in trading on a facility of the Exchange (‘‘Participant’’). 9 See Notice, supra note 4, at 37853. 10 15 U.S.C. 78s(b)(3)(C). 11 15 U.S.C. 78s(b)(1). E:\FR\FM\21SEN1.SGM 21SEN1 47948 Federal Register / Vol. 83, No. 184 / Friday, September 21, 2018 / Notices proposal 12 and one response letter from the Exchange.13 The commenter argues that the Exchange did not provide sufficient information in its filing to support a finding that the proposal is consistent with the Act.14 Specifically, the commenter objects to the Exchange’s reliance on the fees of other exchanges to demonstrate that its fee increases are consistent with the Act. In addition, the commenter argues that the Exchange did not offer any details to support its basis for asserting that the proposed fees are consistent with the Act.15 The commenter further argues that the requirement that Participants or nonParticipants be credentialed to use the HSVF port, added in connection with the redesignation of the HSVF fee, appears to discriminate between market participants.16 In its response letter, the Exchange rejects the commenter’s suggestion that the Exchange should be required to provide additional information to support its belief that the proposed rule change is consistent with the Act. In addition, the Exchange argues that additional review, as requested by the commenter, is unnecessary because the Exchange submitted its proposal as an immediately effective rule change under the Act.17 When exchanges file their proposed rule changes with the Commission, including fee filings like the Exchange’s present proposal, they are required to provide a statement supporting the proposal’s basis under the Act and the rules and regulations thereunder applicable to the exchange.18 The instructions to Form 19b–4, on which exchanges file their proposed rule changes, specify that such statement ‘‘should be sufficiently detailed and specific to support a finding that the proposed rule change is consistent with [those] requirements.’’ 19 Among other things, exchange proposed rule changes are subject to Section 6 of the Act, including Sections 6(b)(4), (5), and (8), which requires the rules of an exchange to: (1) Provide for the equitable allocation of reasonable fees among members, issuers, and other persons using the exchange’s 12 See Healthy Markets Letter, supra note 5. BOX Response Letter, supra note 6. 14 See Healthy Markets Letter, supra note 5, at 4–5. 15 See id. at 5–6, 10. 16 See id. at 4. 17 See BOX Response Letter, supra note 6, at 1. 18 See 17 CFR 240.19b–4 (Item 3 entitled ‘‘SelfRegulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change’’). 19 See id. daltland on DSKBBV9HB2PROD with NOTICES 13 See VerDate Sep<11>2014 17:30 Sep 20, 2018 Jkt 244001 facilities; 20 (2) perfect the mechanism of a free and open market and a national market system, protect investors and the public interest, and not be designed to permit unfair discrimination between customers, issuers, brokers, or dealers; 21 and (3) not impose any burden on competition not necessary or appropriate in furtherance of the purposes of the Act.22 In temporarily suspending the Exchange’s fee change, the Commission intends to further consider whether assessing the proposed fees to connect to the Exchange is consistent with the statutory requirements applicable to a national securities exchange under the Act. In particular, the Commission will consider whether the proposed rule change satisfies the standards under the Act and the rules thereunder requiring, among other things, that an exchange’s rules provide for the equitable allocation of reasonable fees among members, issuers, and other persons using its facilities; not permit unfair discrimination between customers, issuers, brokers or dealers; and do not impose any burden on competition not necessary or appropriate in furtherance of the purposes of the Act.23 Therefore, the Commission finds that it is appropriate in the public interest, for the protection of investors, and otherwise in furtherance of the purposes of the Act, to temporarily suspend the proposed rule changes.24 IV. Proceedings To Determine Whether To Approve or Disapprove the Proposed Rule Change The Commission is instituting proceedings pursuant to Sections 19(b)(3)(C) 25 and 19(b)(2)(B) of the Act 26 to determine whether the proposed rule change should be approved or disapproved. Institution of proceedings does not indicate that the Commission has reached any conclusions with respect to any of the issues involved. Rather, the Commission seeks and encourages interested persons to provide additional comment on the 20 15 U.S.C. 78f(b)(4). U.S.C. 78f(b)(5). 22 15 U.S.C. 78f(b)(8). 23 See 15 U.S.C. 78f(b)(4), (5), and (8), respectively. 24 For purposes of temporarily suspending the proposed rule change, the Commission has considered the proposed rule’s impact on efficiency, competition, and capital formation. See 15 U.S.C. 78c(f). 25 15 U.S.C. 78s(b)(3)(C). Once the Commission temporarily suspends a proposed rule change, Section 19(b)(3)(C) of the Act requires that the Commission institute proceedings under Section 19(b)(2)(B) to determine whether a proposed rule change should be approved or disapproved. 26 15 U.S.C. 78s(b)(2)(B). 21 15 PO 00000 Frm 00075 Fmt 4703 Sfmt 4703 proposed rule change to inform the Commission’s analysis of whether to disapprove the proposed rule change. Pursuant to Section 19(b)(2)(B) of the Act,27 the Commission is providing notice of the grounds for possible disapproval under consideration: • Section 6(b)(4) of the Act, which requires that the rules of a national securities exchange ‘‘provide for the equitable allocation of reasonable dues, fees, and other charges among its members and issuers and other persons using its facilities,’’ 28 • Section 6(b)(5) of the Act, which requires, among other things, that the rules of a national securities exchange be ‘‘designed to perfect the operation of a free and open market and a national market system’’ and ‘‘protect investors and the public interest,’’ and not be ‘‘designed to permit unfair discrimination between customers, issuers, brokers, or dealers,’’ 29 and • Section 6(b)(8) of the Act, which requires that the rules of a national securities exchange ‘‘not impose any burden on competition not necessary or appropriate in furtherance of the purposes of [the Act].’’ 30 As noted above, the proposal imposes new fees for physical connections to the Exchange. The Exchange states that these fees would allow the Exchange to recover costs associated with offering connections.31 In addition, the Exchange believes that it does not have market power necessary to set fees that would be inconsistent with the Act.32 The commenter, among other concerns, asserts that the Exchange has not offered sufficient detail to support that the proposed fees are consistent with the Act and, in particular, whether the proposed fees are reasonable.33 Under the Commission’s Rules of Practice, the ‘‘burden to demonstrate that a proposed rule change is consistent with the [Act] and the rules and regulations issued thereunder . . . is on the [SRO] that proposed the rule change.’’ 34 The description of a proposed rule change, its purpose and operation, its effect, and a legal analysis of its consistency with applicable requirements must all be sufficiently detailed and specific to support an affirmative Commission finding,35 and 27 15 U.S.C. 78s(b)(2)(B). U.S.C. 78f(b)(4). 29 15 U.S.C. 78f(b)(5). 30 15 U.S.C. 78f(b)(8). 31 See Notice, supra note 4, at 37854. 32 See id. 33 See Healthy Markets Letter, supra note 5, at 5– 6, 10. 34 Rule 700(b)(3), Commission Rules of Practice, 17 CFR 201.700(b)(3). 35 See id. 28 15 E:\FR\FM\21SEN1.SGM 21SEN1 Federal Register / Vol. 83, No. 184 / Friday, September 21, 2018 / Notices any failure of an SRO to provide this information may result in the Commission not having a sufficient basis to make an affirmative finding that a proposed rule change is consistent with the Act and the applicable rules and regulations.36 The Commission is instituting proceedings to allow for additional consideration and comment on the issues raised herein, including as to whether the proposed fees are consistent with the Act, and specifically, with its requirements that exchange fees be reasonable and equitably allocated; be designed to perfect the mechanism of a free and open market and the national market system, protect investors and the public interest, and not be unfairly discriminatory; or not impose an unnecessary or inappropriate burden on competition.37 V. Commission’s Solicitation of Comments The Commission requests written views, data, and arguments with respect to the concerns identified above as well as any other relevant concerns. Such comments should be submitted by October 12, 2018. Rebuttal comments should be submitted by October 26, 2018. Although there do not appear to be any issues relevant to approval or disapproval which would be facilitated by an oral presentation of views, data, and arguments, the Commission will consider, pursuant to Rule 19b–4, any request for an opportunity to make an oral presentation.38 The Commission asks that commenters address the sufficiency and merit of the Exchange’s statements in support of the proposal, in addition to any other comments they may wish to submit about the proposed rule change. Interested persons are invited to submit written data, views, and arguments concerning the proposed rule change, 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 daltland on DSKBBV9HB2PROD with NOTICES 36 See VerDate Sep<11>2014 17:30 Sep 20, 2018 Jkt 244001 Paper Comments • Send paper comments in triplicate to Brent J. Fields, Secretary, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549–1090. All submissions should refer to File Number SR–BOX–2018–24. 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 (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 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–BOX–2018–24 and should be submitted on or before October 12, 2018. Rebuttal comments should be submitted by October 26, 2018. VI. Conclusion id. 15 U.S.C. 78f(b)(4), (5), and (8). 38 15 U.S.C. 78s(b)(2). Section 19(b)(2) of the Act grants the Commission flexibility to determine what type of proceeding—either oral or notice and opportunity for written comments—is appropriate for consideration of a particular proposal by an SRO. See Securities Acts Amendments of 1975, Report of the Senate Committee on Banking, Housing and Urban Affairs to Accompany S. 249, S. Rep. No. 75, 94th Cong., 1st Sess. 30 (1975). 37 See • Send an email to rule-comments@ sec.gov. Please include File Number SR– BOX–2018–24 on the subject line. It is therefore ordered, pursuant to Section 19(b)(3)(C) of the Act,39 that File No. SR–BOX–2018–24 be and hereby is, temporarily suspended. In addition, the Commission is instituting proceedings to determine whether the proposed rule change should be approved or disapproved. 39 15 40 17 PO 00000 U.S.C. 78s(b)(3)(C). CFR 200.30–3(a)(57) and (58). Frm 00076 Fmt 4703 Sfmt 4703 47949 For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.40 Eduardo A. Aleman, Assistant Secretary. [FR Doc. 2018–20548 Filed 9–20–18; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION Sunshine Act Meetings FEDERAL REGISTER CITATION OF PREVIOUS ANNOUNCEMENT: 83 FR 47215, September 18, 2018. PREVIOUSLY ANNOUNCED TIME AND DATE OF THE MEETING: Thursday, September 20, 2018 at 2:00 p.m. The Closed Meeting scheduled for Thursday, September 20, 2018 at 2:00 p.m. has been changed to Thursday, September 20, 2018 at 1:30 p.m. CHANGES IN THE MEETING: CONTACT PERSON FOR MORE INFORMATION: For further information and to ascertain what, if any, matters have been added, deleted or postponed, please contact the Office of the Secretary at (202) 551– 5400. Dated: September 19, 2018. Brent J. Fields, Secretary. [FR Doc. 2018–20742 Filed 9–19–18; 4:15 pm] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION Proposed Collection; Comment Request Upon Written Request, Copies Available From: Securities and Exchange Commission, Office of FOIA Services, 100 F Street NE, Washington, DC 20549–2736 Extension: Rule 17Ad–15; SEC File No. 270–360, OMB Control No. 3235–0409 Notice is hereby given that pursuant to the Paperwork Reduction Act of 1995 (‘‘PRA’’) (44 U.S.C. 3501 et seq.), the Securities and Exchange Commission (‘‘Commission’’) is soliciting comments on the existing collection of information provided for in Rule 17Ad–15 (17 CFR 240.17Ad–15) under the Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.). The Commission plans to submit this existing collection of information to the Office of Management and Budget (‘‘OMB’’) for extension and approval. Rule 17Ad–15 (17 CFR 240.17Ad–15) under the Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.) (the ‘‘Act’’) E:\FR\FM\21SEN1.SGM 21SEN1

Agencies

SECURITIES AND EXCHANGE COMMISSION

[Federal Register Volume 83, Number 184 (Friday, September 21, 2018)]
[Notices]
[Pages 47947-47949]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2018-20548]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-84168; File No. SR-BOX-2018-24]


Self-Regulatory Organizations; BOX Options Exchange LLC; 
Suspension of and Order Instituting Proceedings To Determine Whether To 
Approve or Disapprove a Proposed Rule Change To Amend the Fee Schedule 
on the BOX Market LLC Options Facility To Establish BOX Connectivity 
Fees for Participants and Non-Participants Who Connect to the BOX 
Network

September 17, 2018.

I. Introduction

    On July 19, 2018, BOX Options Exchange LLC (``BOX'' or the 
``Exchange'') filed with the Securities and Exchange Commission 
(``Commission''), pursuant to Section 19(b)(1) of the Securities 
Exchange Act of 1934 (``Act''),\1\ and Rule 19b-4 thereunder,\2\ a 
proposed rule change (File No. SR-BOX-2018-24) to amend the BOX fee 
schedule to establish certain connectivity fees and reclassify its high 
speed vendor feed (``HSVF'') connection as a port fee. The proposed 
rule change was immediately effective upon filing with the Commission 
pursuant to Section 19(b)(3)(A) of the Act.\3\ The proposed rule change 
was published for comment in the Federal Register on August 2, 2018.\4\ 
The Commission has received one comment letter on the proposal \5\ and 
one response letter from the Exchange.\6\ Under Section 19(b)(3)(C) of 
the Act,\7\ the Commission is hereby: (i) Temporarily suspending the 
proposed rule change; and (ii) instituting proceedings to determine 
whether to approve or disapprove the proposed rule change.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ 15 U.S.C. 78s(b)(3)(A).
    \4\ See Securities Exchange Act Release No. 83728 (July 27, 
2018), 83 FR 37853 (``Notice'').
    \5\ See Letter from Tyler Gellasch, Executive Director, The 
Healthy Markets Association, to Brent J. Fields, Secretary, 
Commission, dated August 23, 2018 (``Healthy Markets Letter'').
    \6\ See Letter from Lisa J. Fall, President, BOX, to Brent J. 
Fields, Secretary, Commission, dated September 12, 2018 (``BOX 
Response Letter'').
    \7\ 15 U.S.C. 78s(b)(3)(C).
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II. Description of the Proposed Rule Change

    The Exchange proposes to amend its fee schedule to establish 
connectivity fees for Participants \8\ and non-Participants who connect 
to the BOX network. Specifically, the Exchange proposes to charge 
Participants and non-Participants with 10 Gigabit connections a monthly 
fee of $5,000 per connection, and Participants and non-Participants 
with non-10 Gigabit connections a monthly fee of $1,000 per connection. 
The Exchange would charge the applicable connectivity fee for each 
calendar month to any Participant or non-Participant connected as of 
the last trading day of that month.
---------------------------------------------------------------------------

    \8\ A participant is defined under BOX Rule 100(a)(41) as a firm 
or organization that is registered with the Exchange pursuant to the 
BOX Rule 2000 Series for purposes of participating in trading on a 
facility of the Exchange (``Participant'').
---------------------------------------------------------------------------

    The Exchange also proposes to amend its fee schedule to reclassify 
the HSVF connection as a port fee and to state that subscribers must be 
credentialed by the Exchange to receive the HSVF. According to the 
Exchange, the HSVF subscription is not dependent on a physical 
connection to the Exchange, and thus is a port and not a physical 
connectivity option.\9\ The amount of the HSVF fee would remain 
unchanged, and the Exchange would continue to assess an HSVF port fee 
of $1,500 per month for each month a Participant or non-Participant is 
credentialed to use the HSVF port.
---------------------------------------------------------------------------

    \9\ See Notice, supra note 4, at 37853.
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III. Suspension of the Proposed Rule Change

    Pursuant to Section 19(b)(3)(C) of the Act,\10\ at any time within 
60 days of the date of filing of a proposed rule change pursuant to 
Section 19(b)(1) of the Act,\11\ the Commission summarily may 
temporarily suspend the change in the rules of a self-regulatory 
organization (``SRO'') 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. 
As discussed below, the Commission believes a temporary suspension of 
the proposed rule change is necessary and appropriate to allow for 
additional analysis of the proposed rule change's consistency with the 
Act and the rules thereunder.
---------------------------------------------------------------------------

    \10\ 15 U.S.C. 78s(b)(3)(C).
    \11\ 15 U.S.C. 78s(b)(1).
---------------------------------------------------------------------------

    As noted above, the Commission received one comment letter on the

[[Page 47948]]

proposal \12\ and one response letter from the Exchange.\13\ The 
commenter argues that the Exchange did not provide sufficient 
information in its filing to support a finding that the proposal is 
consistent with the Act.\14\ Specifically, the commenter objects to the 
Exchange's reliance on the fees of other exchanges to demonstrate that 
its fee increases are consistent with the Act. In addition, the 
commenter argues that the Exchange did not offer any details to support 
its basis for asserting that the proposed fees are consistent with the 
Act.\15\ The commenter further argues that the requirement that 
Participants or non-Participants be credentialed to use the HSVF port, 
added in connection with the redesignation of the HSVF fee, appears to 
discriminate between market participants.\16\ In its response letter, 
the Exchange rejects the commenter's suggestion that the Exchange 
should be required to provide additional information to support its 
belief that the proposed rule change is consistent with the Act. In 
addition, the Exchange argues that additional review, as requested by 
the commenter, is unnecessary because the Exchange submitted its 
proposal as an immediately effective rule change under the Act.\17\
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    \12\ See Healthy Markets Letter, supra note 5.
    \13\ See BOX Response Letter, supra note 6.
    \14\ See Healthy Markets Letter, supra note 5, at 4-5.
    \15\ See id. at 5-6, 10.
    \16\ See id. at 4.
    \17\ See BOX Response Letter, supra note 6, at 1.
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    When exchanges file their proposed rule changes with the 
Commission, including fee filings like the Exchange's present proposal, 
they are required to provide a statement supporting the proposal's 
basis under the Act and the rules and regulations thereunder applicable 
to the exchange.\18\ The instructions to Form 19b-4, on which exchanges 
file their proposed rule changes, specify that such statement ``should 
be sufficiently detailed and specific to support a finding that the 
proposed rule change is consistent with [those] requirements.'' \19\
---------------------------------------------------------------------------

    \18\ See 17 CFR 240.19b-4 (Item 3 entitled ``Self-Regulatory 
Organization's Statement of the Purpose of, and Statutory Basis for, 
the Proposed Rule Change'').
    \19\ See id.
---------------------------------------------------------------------------

    Among other things, exchange proposed rule changes are subject to 
Section 6 of the Act, including Sections 6(b)(4), (5), and (8), which 
requires the rules of an exchange to: (1) Provide for the equitable 
allocation of reasonable fees among members, issuers, and other persons 
using the exchange's facilities; \20\ (2) perfect the mechanism of a 
free and open market and a national market system, protect investors 
and the public interest, and not be designed to permit unfair 
discrimination between customers, issuers, brokers, or dealers; \21\ 
and (3) not impose any burden on competition not necessary or 
appropriate in furtherance of the purposes of the Act.\22\
---------------------------------------------------------------------------

    \20\ 15 U.S.C. 78f(b)(4).
    \21\ 15 U.S.C. 78f(b)(5).
    \22\ 15 U.S.C. 78f(b)(8).
---------------------------------------------------------------------------

    In temporarily suspending the Exchange's fee change, the Commission 
intends to further consider whether assessing the proposed fees to 
connect to the Exchange is consistent with the statutory requirements 
applicable to a national securities exchange under the Act. In 
particular, the Commission will consider whether the proposed rule 
change satisfies the standards under the Act and the rules thereunder 
requiring, among other things, that an exchange's rules provide for the 
equitable allocation of reasonable fees among members, issuers, and 
other persons using its facilities; not permit unfair discrimination 
between customers, issuers, brokers or dealers; and do not impose any 
burden on competition not necessary or appropriate in furtherance of 
the purposes of the Act.\23\
---------------------------------------------------------------------------

    \23\ See 15 U.S.C. 78f(b)(4), (5), and (8), respectively.
---------------------------------------------------------------------------

    Therefore, the Commission finds that it is appropriate in the 
public interest, for the protection of investors, and otherwise in 
furtherance of the purposes of the Act, to temporarily suspend the 
proposed rule changes.\24\
---------------------------------------------------------------------------

    \24\ For purposes of temporarily suspending the proposed rule 
change, the Commission has considered the proposed rule's impact on 
efficiency, competition, and capital formation. See 15 U.S.C. 
78c(f).
---------------------------------------------------------------------------

IV. Proceedings To Determine Whether To Approve or Disapprove the 
Proposed Rule Change

    The Commission is instituting proceedings pursuant to Sections 
19(b)(3)(C) \25\ and 19(b)(2)(B) of the Act \26\ to determine whether 
the proposed rule change should be approved or disapproved. Institution 
of proceedings does not indicate that the Commission has reached any 
conclusions with respect to any of the issues involved. Rather, the 
Commission seeks and encourages interested persons to provide 
additional comment on the proposed rule change to inform the 
Commission's analysis of whether to disapprove the proposed rule 
change.
---------------------------------------------------------------------------

    \25\ 15 U.S.C. 78s(b)(3)(C). Once the Commission temporarily 
suspends a proposed rule change, Section 19(b)(3)(C) of the Act 
requires that the Commission institute proceedings under Section 
19(b)(2)(B) to determine whether a proposed rule change should be 
approved or disapproved.
    \26\ 15 U.S.C. 78s(b)(2)(B).
---------------------------------------------------------------------------

    Pursuant to Section 19(b)(2)(B) of the Act,\27\ the Commission is 
providing notice of the grounds for possible disapproval under 
consideration:
---------------------------------------------------------------------------

    \27\ 15 U.S.C. 78s(b)(2)(B).
---------------------------------------------------------------------------

     Section 6(b)(4) of the Act, which requires that the rules 
of a national securities exchange ``provide for the equitable 
allocation of reasonable dues, fees, and other charges among its 
members and issuers and other persons using its facilities,'' \28\
---------------------------------------------------------------------------

    \28\ 15 U.S.C. 78f(b)(4).
---------------------------------------------------------------------------

     Section 6(b)(5) of the Act, which requires, among other 
things, that the rules of a national securities exchange be ``designed 
to perfect the operation of a free and open market and a national 
market system'' and ``protect investors and the public interest,'' and 
not be ``designed to permit unfair discrimination between customers, 
issuers, brokers, or dealers,'' \29\ and
---------------------------------------------------------------------------

    \29\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

     Section 6(b)(8) of the Act, which requires that the rules 
of a national securities exchange ``not impose any burden on 
competition not necessary or appropriate in furtherance of the purposes 
of [the Act].'' \30\
---------------------------------------------------------------------------

    \30\ 15 U.S.C. 78f(b)(8).
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    As noted above, the proposal imposes new fees for physical 
connections to the Exchange. The Exchange states that these fees would 
allow the Exchange to recover costs associated with offering 
connections.\31\ In addition, the Exchange believes that it does not 
have market power necessary to set fees that would be inconsistent with 
the Act.\32\ The commenter, among other concerns, asserts that the 
Exchange has not offered sufficient detail to support that the proposed 
fees are consistent with the Act and, in particular, whether the 
proposed fees are reasonable.\33\
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    \31\ See Notice, supra note 4, at 37854.
    \32\ See id.
    \33\ See Healthy Markets Letter, supra note 5, at 5-6, 10.
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    Under the Commission's Rules of Practice, the ``burden to 
demonstrate that a proposed rule change is consistent with the [Act] 
and the rules and regulations issued thereunder . . . is on the [SRO] 
that proposed the rule change.'' \34\ The description of a proposed 
rule change, its purpose and operation, its effect, and a legal 
analysis of its consistency with applicable requirements must all be 
sufficiently detailed and specific to support an affirmative Commission 
finding,\35\ and

[[Page 47949]]

any failure of an SRO to provide this information may result in the 
Commission not having a sufficient basis to make an affirmative finding 
that a proposed rule change is consistent with the Act and the 
applicable rules and regulations.\36\
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    \34\ Rule 700(b)(3), Commission Rules of Practice, 17 CFR 
201.700(b)(3).
    \35\ See id.
    \36\ See id.
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    The Commission is instituting proceedings to allow for additional 
consideration and comment on the issues raised herein, including as to 
whether the proposed fees are consistent with the Act, and 
specifically, with its requirements that exchange fees be reasonable 
and equitably allocated; be designed to perfect the mechanism of a free 
and open market and the national market system, protect investors and 
the public interest, and not be unfairly discriminatory; or not impose 
an unnecessary or inappropriate burden on competition.\37\
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    \37\ See 15 U.S.C. 78f(b)(4), (5), and (8).
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V. Commission's Solicitation of Comments

    The Commission requests written views, data, and arguments with 
respect to the concerns identified above as well as any other relevant 
concerns. Such comments should be submitted by October 12, 2018. 
Rebuttal comments should be submitted by October 26, 2018. Although 
there do not appear to be any issues relevant to approval or 
disapproval which would be facilitated by an oral presentation of 
views, data, and arguments, the Commission will consider, pursuant to 
Rule 19b-4, any request for an opportunity to make an oral 
presentation.\38\
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    \38\ 15 U.S.C. 78s(b)(2). Section 19(b)(2) of the Act grants the 
Commission flexibility to determine what type of proceeding--either 
oral or notice and opportunity for written comments--is appropriate 
for consideration of a particular proposal by an SRO. See Securities 
Acts Amendments of 1975, Report of the Senate Committee on Banking, 
Housing and Urban Affairs to Accompany S. 249, S. Rep. No. 75, 94th 
Cong., 1st Sess. 30 (1975).
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    The Commission asks that commenters address the sufficiency and 
merit of the Exchange's statements in support of the proposal, in 
addition to any other comments they may wish to submit about the 
proposed rule change.
    Interested persons are invited to submit written data, views, and 
arguments concerning the proposed rule change, 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 [email protected]. Please include 
File Number SR-BOX-2018-24 on the subject line.

Paper Comments

     Send paper comments in triplicate to Brent J. Fields, 
Secretary, Securities and Exchange Commission, 100 F Street NE, 
Washington, DC 20549-1090.

All submissions should refer to File Number SR-BOX-2018-24. 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 (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 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-BOX-2018-24 and should be submitted on 
or before October 12, 2018. Rebuttal comments should be submitted by 
October 26, 2018.

VI. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(3)(C) of the 
Act,\39\ that File No. SR-BOX-2018-24 be and hereby is, temporarily 
suspended. In addition, the Commission is instituting proceedings to 
determine whether the proposed rule change should be approved or 
disapproved.
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    \39\ 15 U.S.C. 78s(b)(3)(C).
    \40\ 17 CFR 200.30-3(a)(57) and (58).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\40\
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-20548 Filed 9-20-18; 8:45 am]
 BILLING CODE 8011-01-P

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