Self-Regulatory Organizations; Cboe EDGA Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Provide Members Certain Optional Risk Settings Under Proposed Interpretation and Policy .03 of Rule 11.10, 23560-23564 [2020-08938]

Download as PDF 23560 Federal Register / Vol. 85, No. 82 / Tuesday, April 28, 2020 / Notices For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.17 J. Matthew DeLesDernier, Assistant Secretary. [FR Doc. 2020–08934 Filed 4–27–20; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–88727; File No. SR– CboeEDGA–2020–012] Self-Regulatory Organizations; Cboe EDGA Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Provide Members Certain Optional Risk Settings Under Proposed Interpretation and Policy .03 of Rule 11.10 April 22, 2020. 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 April 16, 2020, Cboe EDGA Exchange, Inc. (the ‘‘Exchange’’) filed with the Securities and Exchange Commission (the ‘‘Commission’’) the proposed rule change as described in Items I and II below, which Items have been prepared by the Exchange. The Exchange filed the proposal as a ‘‘non-controversial’’ proposed rule change pursuant to Section 19(b)(3)(A)(iii) of the Act 3 and Rule 19b–4(f)(6) thereunder.4 The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. jbell on DSKJLSW7X2PROD with NOTICES I. Self-Regulatory Organization’s Statement of the Terms of the Substance of the Proposed Rule Change Cboe EDGA Exchange, Inc. (‘‘EDGA’’ or the ‘‘Exchange’’) proposes to provide Members certain optional risk settings under proposed Interpretation and Policy .03 of Rule 11.10. The text of the proposed rule change is provided in Exhibit 5. The text of the proposed rule change is also available on the Exchange’s website (https://markets.cboe.com/us/ equities/regulation/rule_filings/edga/), at the Exchange’s Office of the Secretary, and at the Commission’s Public Reference Room. 1. Purpose The purpose of the proposed rule change is to provide Members 5 the option to utilize certain risk settings under proposed Interpretation and Policy .03 of Rule 11.10.6 In order to help Members manage their risk, the Exchange proposes to offer optional risk settings that would authorize the Exchange to take automated action if a designated limit for a Member is breached. Such risk settings would provide Members with enhanced abilities to manage their risk with respect to orders on the Exchange. Paragraph (a) of proposed Interpretation and Policy .03 of Rule 11.10 sets forth the specific risk controls the Exchange proposes to offer. Specifically, the Exchange proposes to offer two credit risk settings as follows: • The ‘‘Gross Credit Risk Limit’’, which refers to a pre-established maximum daily dollar amount for purchases and sales across all symbols, where both purchases and sales are counted as positive values. For purposes of calculating the Gross Credit Risk Limit, only executed orders are included; and • The ‘‘Net Credit Risk Limit’’, which refers to a pre-established maximum daily dollar amount for purchases and sales across all symbols, where purchases are counted as positive values and sales are counted as negative values. For purposes of calculating the Net Credit Risk Limit, only executed orders are included. The Gross Credit and Net Credit risk settings are similar to credit controls Exchange Rule 1.5(n). proposed rule changes are substantially similar to a recent rule amendment by Cboe BZX Exchange, Inc. (‘‘BZX’’). See Securities Exchange Act No. 88599 (April 8, 2020) 85 FR 20793 (April 14, 2020) (the ‘‘BZX Approval’’). 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)(iii). 4 17 CFR 240.19b–4(f)(6). 6 The 1 15 18:43 Apr 27, 2020 A. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 5 See 17 17 VerDate Sep<11>2014 II. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, the Exchange included statements concerning the purpose of and basis for the proposed rule change and discussed any comments it received on the proposed rule change. The text of these statements may be examined at the places specified in Item IV below. The Exchange has prepared summaries, set forth in sections A, B, and C below, of the most significant aspects of such statements. Jkt 250001 PO 00000 Frm 00060 Fmt 4703 Sfmt 4703 measuring both gross and net exposure provided for in paragraph (h) of Interpretation and Policy .01 of Rule 11.10, but with certain notable differences. Importantly, the proposed risk settings would be applied at a Market Participant Identifier (‘‘MPID’’) level, while the controls noted in paragraph (h) of Interpretation and Policy .01 are applied at the logical port level.7 Therefore, the proposed risk management functionality would allow a Member to manage its risk more comprehensively, instead of relying on the more limited port level functionality offered today. Further, the proposed risk settings would be based on a notional execution value, while the controls noted in paragraph (h) of Interpretation and Policy .03 are applied based on a combination of outstanding orders on the Exchange’s book and notional execution value. The Exchange notes that the current gross and net notional controls noted in paragraph (h) of Interpretation and Policy .03 will continue to be available in addition to the proposed risk settings. Paragraph (c) of proposed Interpretation and Policy .03 of Rule 11.10 provides that a Member that does not self-clear may allocate and revoke 8 the responsibility of establishing and adjusting the risk settings identified in proposed paragraph (a) to a Clearing Member that clears transactions on behalf of the Member, if designated in a manner prescribed by the Exchange. The Exchange proposes to harmonize Exchange Rule 11.13(a) with BZX and Cboe BYX Exchange, Inc. (‘‘BYX’’) Rules 11.15(a). Specifically, in proposed Rule 11.13(a), the Exchange proposes to (i) define the term ‘‘Clearing Member’’; 9 (ii) memorialize in its rules the process by which a Clearing Member shall affirm its responsibility for clearing any and all trades executed by the Member designating it as its Clearing Firm; and (iii) memorialize the fact that the rules of a Qualified Clearing Agency shall govern with respect to the clearance and settlement of any transactions executed by the Member on the Exchange. While the foregoing proposed changes to Rule 7 A logical port represents a port established by the Exchange within the Exchange’s System for trading and billing purposes. Each logical port established is specific to a Member or non-Member and grants that Member or non-Member the ability to accomplish a specific function, such as order entry, order cancellation, or data receipt. 8 As discussed below, if a Member revokes the responsibility of establishing and adjusting the risk settings identified in proposed paragraph (a), the settings applied by the Member would be applicable. 9 As proposed, the term ‘‘Clearing Member’’ refers to a Member that is a member of a Qualified Clearing Agency and clears transactions on behalf of another Member. See proposed Rule 11.13(a). E:\FR\FM\28APN1.SGM 28APN1 Federal Register / Vol. 85, No. 82 / Tuesday, April 28, 2020 / Notices jbell on DSKJLSW7X2PROD with NOTICES 11.13(a) were not previously memorialized in Exchange Rules, they were contemplated in Exhibit F of the Exchange’s original Form 1 application.10 As such, the proposed changes to Rule 11.13(a) involve no substantive changes. By way of background, Exchange Rule 11.13(a) requires that all transactions passing through the facilities of the Exchange shall be cleared and settled through a Qualified Clearing Agency using a continuous net settlement system.11 As reflected in the proposed changes to Rule 11.13(a) above, this requirement may be satisfied by direct participation, use of direct clearing services, or by entry into a corresponding clearing arrangement with another Member that clears through a Qualified Clearing Agency (i.e., a Clearing Member). If a Member clears transactions through another Member that is a Clearing Member, such Clearing Member shall affirm to the Exchange in writing, through letter of authorization, letter of guarantee or other agreement acceptable to the Exchange, its agreement to assume responsibility for clearing and settling any and all trades executed by the Member designating it as its clearing firm.12 Thus, while not all Members are Clearing Members, all Members are required to either clear their own transactions or to have in place a relationship with a Clearing Member that has agreed to clear transactions on their behalf in order to conduct business on the Exchange. Therefore, the Clearing Member that guarantees the Member’s transactions on the Exchange has a financial interest in the risk settings utilized within the System 13 by the Member. Paragraph (c) is proposed by the Exchange in order to offer Clearing Members an opportunity to manage their risk of clearing on behalf of other Members, if authorized to do so by the Member trading on the Exchange. 10 Specifically, see item 3 entitled ‘‘Clearing Letter of Guarantee’’ included in Exhibit F of the Exchange’s original Form 1 application. 11 The term ‘‘Qualified Clearing Agency’’ means a clearing agency registered with the Commission pursuant to Section 17A of the Act that is deemed qualified by the Exchange. See Exchange Rule 1.5(w). The rules of any such clearing agency shall govern with the respect to the clearance and settlement of any transactions executed by the Member on the Exchange. 12 A Member can designate one Clearing Member per Market Participant Identifier (‘‘MPID’’) associated with the Member. 13 System is defined as ‘‘the electronic communications and trading facility designated by the Board through which securities orders of Members are consolidated for ranking, execution and, when applicable, routing away.’’ See Exchange Rule 1.5(cc). VerDate Sep<11>2014 18:43 Apr 27, 2020 Jkt 250001 Specifically, the Exchange believes such functionality would help Clearing Members to better monitor and manage the potential risks that they assume when clearing for Members of the Exchange. A Member may allocate or revoke the responsibility of establishing and adjusting the risk settings identified in proposed paragraph (a) to its Clearing Member via the risk management tool available on the web portal at any time. By allocating such responsibility, a Member would thereby cede all control and ability to establish and adjust such risk settings to its Clearing Member unless and until such responsibility is revoked by the Member, as discussed in further detail below. Because the Member is responsible for its own trading activity, the Exchange will not provide a Clearing Member authorization to establish and adjust risk settings on behalf of a Member without first receiving consent from the Member. The Exchange would consider a Member to have provided such consent if it allocates the responsibility to establish and adjust risk settings to its Clearing Member via the risk management tool available on the web portal. By allocating such responsibilities to its Clearing Member, the Member consents to the Exchange taking action, as set forth in proposed paragraph (d) of Interpretation and Policy .03, with respect to the Member’s trading activity. Specifically, if the risk setting(s) established by the Clearing Member are breached, the Member consents that the Exchange will automatically block new orders submitted and cancel open orders until such time that the applicable risk setting is adjusted to a higher limit by the Clearing Member. A Member may also revoke responsibility allocated to its Clearing Member pursuant to this paragraph at any time via the risk management tool available on the web portal. Paragraph (b) of proposed Interpretation and Policy .03 of Rule 11.10 provides that either a Member or its Clearing Member, if allocated such responsibility pursuant to paragraph (c) of the proposed Interpretation and Policy, may establish and adjust limits for the risk settings provided in proposed paragraph (a) of Interpretation and Policy .03. A Member or Clearing Member may establish and adjust limits for the risk settings through the Exchange’s risk management tool available on the web portal. The risk management web portal page will also provide a view of all applicable limits for each Member, which will be made available to the Member and its Clearing PO 00000 Frm 00061 Fmt 4703 Sfmt 4703 23561 Member, as discussed in further detail below. Proposed paragraph (d) of Interpretation and Policy .03 of Rule 11.10 would provide optional alerts to signal when a Member is approaching its designated limit. If enabled, the alerts would generate when the Member breaches certain percentage thresholds of its designated risk limit, as determined by the Exchange. Based on current industry standards, the Exchange anticipates initially setting these thresholds at fifty, seventy, or ninety percent of the designated risk limit. Both the Member and Clearing Member 14 would have the option to enable the alerts via the risk management tool on the web portal and designate email recipients of the notification.15 The proposed alert system is meant to warn a Member and Clearing Member of the Member’s trading activity, and will have no impact on the Member’s order and trade activity if a warning percentage is breached. Proposed paragraph (e) of Interpretation and Policy .03 of Rule 11.10 would authorize the Exchange to automatically block new orders submitted and cancel all open orders in the event that a risk setting is breached. The Exchange will continue to block new orders submitted until the Member or Clearing Member, if allocated such responsibility pursuant to paragraph (c) of proposed Interpretation and Policy .03, adjusts the risk settings to a higher threshold. The proposed functionality is designed to assist Members and Clearing Members in the management of, and risk control over, their credit risk. Further, the proposed functionality would allow the Member to seamlessly avoid unintended executions that exceed their stated risk tolerance. The Exchange does not guarantee that the proposed risk settings described in proposed Interpretation and Policy .03, are sufficiently comprehensive to meet all of a Member’s risk management needs. Pursuant to Rule 15c3–5 under the Act,16 a broker-dealer with market access must perform appropriate due diligence to assure that controls are reasonably designed to be effective, and otherwise consistent with the rule.17 14 A Clearing Member would have the ability to enable alerts regardless of whether it was allocated responsibilities pursuant to proposed paragraph (c). 15 The Member and Clearing Member may input any email address for which an alert will be sent via the risk management tool on the web portal. 16 17 CFR 240.15c3–5. 17 See Division of Trading and Markets, Responses to Frequently Asked Questions Concerning Risk Management Controls for Brokers or Dealers with Market Access, available at https:// E:\FR\FM\28APN1.SGM Continued 28APN1 23562 Federal Register / Vol. 85, No. 82 / Tuesday, April 28, 2020 / Notices jbell on DSKJLSW7X2PROD with NOTICES Use of the Exchange’s risk settings included in proposed Interpretation and Policy .03 will not automatically constitute compliance with Exchange or federal rules and responsibility for compliance with all Exchange and SEC rules remains with the Member. Lastly, as the Exchange currently has the authority to share any of a Member’s risk settings specified in Interpretation and Policy .01 of Rule 11.10 under Exchange Rule 11.13(f) with the Clearing Member that clears transactions on behalf of the Member, the Exchange also seeks such authority as it pertains to risk settings specified in proposed Interpretation and Policy .03. Existing Rule 11.13(f) provides the Exchange with authority to directly provide Clearing Members that clear transactions on behalf of a Member, to share any of the Member’s risk settings set forth under Interpretation and Policy .01 to Rule 11.10.18 The purpose of such a provision under Rule 11.13(f) was implemented in order to reduce the administrative burden on participants on the Exchange, including both Clearing Members and Members, and to ensure that Clearing Members receive information that is up to date and conforms to the settings active in the System. Further, the provision was implemented because the Exchange believed such functionality would help Clearing Members to better monitor and manage the potential risks that they assume when clearing for Members of the Exchange. Now, the Exchange also proposes to amend paragraph (f) of Exchange Rule 11.13 to authorize the Exchange to share any of a Member’s risk settings specified in proposed Interpretation and Policy .03 to Rule 11.10 with the Clearing Member that clears transactions on behalf of the Member and to update the term clearing firm to the proposed defined term Clearing Member. The Exchange notes that the use by a Member of the risk settings offered by the Exchange is optional. By using these proposed optional risk settings, a Member therefore also opts-in to the Exchange sharing its designated risk settings with its Clearing Member. The Exchange believes that its proposal to offer additional risk settings will allow Members to better manage their credit www.sec.gov/divisions/marketreg/faq-15c-5-riskmanagement-controls-bd.htm. 18 By using the optional risk settings provided in Interpretation and Policy .01, a Member opts-in to the Exchange sharing its risk settings with its Clearing Member. Any Member that does not wish to share such risk settings with its Clearing Member can avoid sharing such settings by becoming a Clearing Member. See Securities Exchange Act Release No. 80608 (May 5, 2017) 82 FR 22030 (May 11, 2017) (SR–BatsEDGA–2017–07). VerDate Sep<11>2014 18:43 Apr 27, 2020 Jkt 250001 risk. Further, by allowing Members to allocate the responsibility for establishing and adjusting such risk settings to its Clearing Member, the Exchange believes Clearing Members may reduce potential risks that they assume when clearing for Members of the Exchange. The Exchange also believes that its proposal to share a Member’s risk settings set forth under proposed Interpretation and Policy .03 to Rule 11.10 directly with Clearing Members reduces the administrative burden on participants on the Exchange, including both Clearing Members and Members, and ensures that Clearing Members are receiving information that is up to date and conforms to the settings active in the System. 2. Statutory Basis The Exchange believes the proposed rule change is consistent with the Securities Exchange Act of 1934 (the ‘‘Act’’) and the rules and regulations thereunder applicable to the Exchange and, in particular, the requirements of Section 6(b) of the Act.19 Specifically, the Exchange believes the proposed rule change is consistent with the Section 6(b)(5) 20 requirements that the rules of an exchange be designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, to foster cooperation and coordination with persons engaged in regulating, clearing, settling, processing information with respect to, and facilitating transactions in securities, to remove impediments to and perfect the mechanism of a free and open market and a national market system, and, in general, to protect investors and the public interest. Specifically, the Exchange believes the proposed amendment will remove impediments to and perfect the mechanism of a free and open market and a national market system because it provides additional functionality for a Member to manage its credit risk. In addition, the proposed risk settings could provide Clearing Members, who have assumed certain risks of Members, greater control over risk tolerance and exposure on behalf of their correspondent Members, if allocated responsibility pursuant to proposed paragraph (c), while also providing an alert system that would help to ensure that both Members and its Clearing Member are aware of developing issues. As such, the Exchange believes that the proposed risk settings would provide a means to address potentially market19 15 20 15 PO 00000 U.S.C. 78f(b). U.S.C. 78f(b)(5). Frm 00062 Fmt 4703 impacting events, helping to ensure the proper functioning of the market. In addition, the Exchange believes that the proposed rule change is designed to protect investors and the public interest because the proposed functionality is a form of risk mitigation that will aid Members and Clearing Members in minimizing their financial exposure and reduce the potential for disruptive, market-wide events. In turn, the introduction of such risk management functionality could enhance the integrity of trading on the securities markets and help to assure the stability of the financial system. Further, the Exchange believes that the proposed rule will foster cooperation and coordination with persons facilitating transactions in securities because the Exchange will provide alerts when a Member’s trading activity reaches certain thresholds, which will be available to both the Member and Clearing Member. As such, the Exchange may help Clearing Members monitor the risk levels of correspondent Members and provide tools for Clearing Members, if allocated such responsibility, to take action. The proposal will permit Clearing Members who have a financial interest in the risk settings of Members to better monitor and manage the potential risks assumed by Clearing Members, thereby providing Clearing Members with greater control and flexibility over setting their own risk tolerance and exposure. To the extent a Clearing Member might reasonably require a Member to provide access to its risk settings as a prerequisite to continuing to clear trades on the Member’s behalf, the Exchange’s proposal to share those risk settings directly reduces the administrative burden on participants on the Exchange, including both Clearing Members and Members. Moreover, providing Clearing Members with the ability to see the risk settings established for Members for which they clear will foster efficiencies in the market and remove impediments to and perfect the mechanism of a free and open market and a national market system. The proposal also ensures that Clearing Members are receiving information that is up to date and conforms to the settings active in the System. The Exchange believes that the proposal is consistent with the Act, particularly Section 6(b)(5),21 because it will foster cooperation and coordination with persons engaged in facilitating transactions in securities and more generally, will protect investors and the public interest, by allowing Clearing 21 15 Sfmt 4703 E:\FR\FM\28APN1.SGM U.S.C. 78f(b)(5). 28APN1 Federal Register / Vol. 85, No. 82 / Tuesday, April 28, 2020 / Notices Members to better monitor their risk exposure and by fostering efficiencies in the market and removing impediments to and perfect the mechanism of a free and open market and a national market system. Finally, the Exchange believes that the proposed rule change does not unfairly discriminate among the Exchange’s Members because use of the risk settings is optional and are not a prerequisite for participation on the Exchange. The proposed risk settings are completely voluntary and, as they relate solely to optional risk management functionality, no Member is required or under any regulatory obligation to utilize them. The proposed amendments to Rule 11.13(a) will harmonize Exchange Rules with BZX and BYX Rules 11.15(a). While the proposed changes to Rule 11.13(a) were not previously memorialized in Exchange Rules, they were contemplated in Exhibit F of the Exchange’s original Form 1 application. As such, the proposed changes to Rule 11.13(a) involve no substantive changes. B. Self-Regulatory Organization’s Statement on Burden on Competition jbell on DSKJLSW7X2PROD with NOTICES The Exchange does not believe that the proposed rule change will impose any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act. In fact, the Exchange believes that the proposal may have a positive effect on competition because it would allow the Exchange to offer risk management functionality that is comparable to functionality that has been adopted by other national securities exchanges.22 Further, by providing Members and their Clearing Members additional means to monitor and control risk, the proposed rule may increase confidence in the proper functioning of the markets and contribute to additional competition among trading venues and brokerdealers. Rather than impede competition, the proposal is designed to facilitate more robust risk management by Members and Clearing Members, which, in turn, could enhance the integrity of trading on the securities markets and help to assure the stability of the financial system. C. Self-Regulatory Organization’s Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others The Exchange neither solicited nor received comments on the proposed rule change. 22 Supra note 6. VerDate Sep<11>2014 18:43 Apr 27, 2020 Jkt 250001 III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action Because the foregoing proposed rule change does not: (i) Significantly affect the protection of investors or the public interest; (ii) impose any significant burden on competition; and (iii) become operative for 30 days from the date on which it was filed, or such shorter time as the Commission may designate, it has become effective pursuant to Section 19(b)(3)(A) of the Act 23 and Rule 19b– 4(f)(6) thereunder.24 A proposed rule change filed pursuant to Rule 19b–4(f)(6) under the Act 25 normally does not become operative for 30 days after the date of its filing. However, Rule 19b–4(f)(6)(iii) 26 permits the Commission to designate a shorter time if such action is consistent with the protection of investors and the public interest. The Exchange has asked the Commission to waive the 30-day operative delay so that the Exchange may implement the proposed risk controls on the anticipated launch date of April 17, 2020. The Exchange states that waiver of the operative delay would allow Members to immediately utilize the proposed functionality to manage their risk. For this reason, the Commission believes that waiver of the 30-day operative delay is consistent with the protection of investors and the public interest. Therefore, the Commission hereby waives the operative delay and designates the proposal as operative upon filing.27 At any time within 60 days of the filing of the proposed rule change, the Commission summarily may temporarily suspend such rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act. If the Commission takes such action, the Commission shall institute proceedings to determine whether the proposed rule change should be approved or disapproved. 23 15 U.S.C. 78s(b)(3)(A). CFR 240.19b–4(f)(6). In addition, Rule 19b– 4(f)(6)(iii) requires a self-regulatory organization to give the Commission written notice of its intent to file the proposed rule change, along with a brief description and text of the proposed rule change, at least five business days prior to the date of filing of the proposed rule change, or such shorter time as designated by the Commission. The Exchange has satisfied this requirement. 25 17 CFR 240.19b–4(f)(6). 26 17 CFR 240.19b–4(f)(6)(iii). 27 For purposes only of waiving the 30-day operative delay, the Commission also has considered the proposed rule’s impact on efficiency, competition, and capital formation. See 15 U.S.C. 78c(f). 24 17 PO 00000 Frm 00063 Fmt 4703 Sfmt 4703 23563 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– CboeEDGA–2020–012 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–CboeEDGA–2020–012. 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 such filing also will be available for inspection and copying at the principal office of the Exchange. All comments received will be posted without change. Persons submitting comments are cautioned that we do not redact or edit personal identifying information from comment submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR–CboeEDGA–2020–012, and should be submitted on or before May 19, 2020. E:\FR\FM\28APN1.SGM 28APN1 23564 Federal Register / Vol. 85, No. 82 / Tuesday, April 28, 2020 / Notices For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.28 J. Matthew DeLesDernier, Assistant Secretary. [FR Doc. 2020–08938 Filed 4–27–20; 8:45 am] BILLING CODE 8011–01–P 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 SECURITIES AND EXCHANGE COMMISSION [Release No. 34–88728; File No. SR–Phlx– 2020–20] Self-Regulatory Organizations; Nasdaq PHLX LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Phlx Rules at Options 3, Section 8, Titled Options Opening Process April 22, 2020. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (‘‘Act’’),1 and Rule 19b–4 thereunder,2 notice is hereby given that on April 14, 2020, Nasdaq PHLX LLC (‘‘Phlx’’ or ‘‘Exchange’’) filed with the Securities and Exchange Commission (‘‘Commission’’) the proposed rule change as described in Items I and II below, which Items have been prepared by the Exchange. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes to a proposal to amend Phlx Rules at Options 3, Section 8, titled ‘‘Options Opening Process.’’ The text of the proposed rule change is available on the Exchange’s website at https://nasdaqphlx.cchwallstreet.com/, at the principal office of the Exchange, and at the Commission’s Public Reference Room. jbell on DSKJLSW7X2PROD with NOTICES II. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, the Exchange included statements concerning the purpose of and basis for the proposed rule change and discussed any comments it received on the proposed rule change. The text of these statements may be examined at the places specified in Item IV below. The Exchange has prepared summaries, set forth in sections A, B, and C below, of 28 17 CFR 200.30–3(a)(12). U.S.C. 78s(b)(1). 2 17 CFR 240.19b–4. 1 15 VerDate Sep<11>2014 18:43 Apr 27, 2020 Jkt 250001 The Exchange proposes to amend Phlx Rules at Options 3, Section 8, titled ‘‘Options Opening Process.’’ The proposal seeks to amend aspects of the current functionality of the Exchange’s System regarding the opening of trading in an option series. Each amendment is described below. Definitions The Exchange proposes to define the term ‘‘imbalance’’ at proposed Options 3, Section 8(a)(xi) as the number of unmatched contracts priced through the Potential Opening Price. The Exchange believes that the addition of this defined term will bring greater clarity to the manner in which the term ‘‘imbalance’’ is defined within the System. This description is consistent with the current System operation. This is a nonsubstantive rule change. In conjunction with this rule change, the Exchange proposes to remove the text within Options 3, Section 8(k)(A) which seeks to define an imbalance as an unmatched contracts. The Exchange is proposing a description which is more specific than this rule text and is intended to bring greater clarity to the term ‘‘imbalance.’’ Eligible Interest The Exchange proposes to amend Options 3, Section 8(b)(ii) to amend the current phrase, ‘‘The System will aggregate the size of all eligible interest for a particular participant category at a particular price level for trade allocation purposes pursuant to Options 3, Section 10.’’ The Exchange proposes to instead provide, ‘‘The System will allocate interest pursuant to Options 3, Section 10.’’ The Exchange is proposing this amendment because Options 3, Section 10 explains how the Exchange will aggregate the size of all eligible interest for a particular participant category at a particular price level and the citation to that rule will provide that detail. All-or-None Orders The Exchange proposes to amend Options 3, Section 8(b) to remove the phrase ‘‘that can be satisfied’’ in relation to All-or-None Orders.3 The Exchange 3 An All-or-None Order is a limit order or market order that is to be executed in its entirety or not at all. An All-or None Order may only be submitted by a Public Customer. All-or-None Orders are nondisplayed and non-routable. All-or-None Orders are PO 00000 Frm 00064 Fmt 4703 Sfmt 4703 notes that all All-or-None Orders are considered for execution and in determining the Opening Price throughout the Opening Process. At this point in the Opening Process the Exchange would be unable to determine which All-or-None Orders could be satisfied, so all All-or-None Orders are eligible. Similarly, the Exchange proposes to amend Options 3, Section 8(h) to remove the phrase ‘‘except All-or-None interest that cannot be satisfied.’’ The Exchange proposes to instead provide, ‘‘To calculate the Potential Opening Price, the System will take into consideration all Valid Width Quotes and orders (including Opening Sweeps, including All-or-None interest, for the option series and identify the price at which the maximum number of contracts can trade (‘‘maximum quantity criterion’’).’’ Similarly, for purposes of determining the Potential Opening Price, the Exchange will consider all All-or-None interest because the Exchange would be unable to determine which All-or-None Orders could be satisfied until the Opening Process concludes. Valid Width Quotes The Exchange proposes to amend the requirements for Phlx Electronic Market Makers 4 to enter Valid Width Quotes within Options 3, Section 8(d). Today, a Lead Market Maker is required to enter a Valid Width Quote within two minutes (or such shorter time as determined by the Exchange and disseminated to membership on the Exchange’s website) of the opening trade or quote on the market for the underlying security in the case of equity options or, in the case of index options, within two minutes of the receipt of the opening price in the underlying index (or such shorter time as determined by the Exchange and disseminated to membership on the Exchange’s website), or within two minutes of market opening for the underlying currency in the case of U.S. dollar-settled FCO. Alternatively, the Valid Width Quote of at least two Phlx Electronic Market Makers other than a Lead Market Maker entered within the above-referenced timeframe would also open an option series. Finally, if neither the Lead executed in price-time priority among all Public Customer orders if the size contingency can be met. The Acceptable Trade Range protection in Options 3, Section 15(a) is not applied to All-Or-None Orders. See Options 3, Section 7(b)(5). 4 Phlx Electronic Market Makers are defined with Options 3, Section 8 as a Lead Market Maker, Streaming Quote Trader (‘‘SQT’’) or Remote SQT (‘‘RSQT’’) who is required to submit two sided electronic quotations pursuant to Options 2, Section 5. E:\FR\FM\28APN1.SGM 28APN1

Agencies

[Federal Register Volume 85, Number 82 (Tuesday, April 28, 2020)]
[Notices]
[Pages 23560-23564]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2020-08938]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-88727; File No. SR-CboeEDGA-2020-012]


Self-Regulatory Organizations; Cboe EDGA Exchange, Inc.; Notice 
of Filing and Immediate Effectiveness of a Proposed Rule Change To 
Provide Members Certain Optional Risk Settings Under Proposed 
Interpretation and Policy .03 of Rule 11.10

April 22, 2020.
    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 April 16, 2020, Cboe EDGA Exchange, Inc. (the ``Exchange'') 
filed with the Securities and Exchange Commission (the ``Commission'') 
the proposed rule change as described in Items I and II below, which 
Items have been prepared by the Exchange. The Exchange filed the 
proposal as a ``non-controversial'' proposed rule change pursuant to 
Section 19(b)(3)(A)(iii) of the Act \3\ and Rule 19b-4(f)(6) 
thereunder.\4\ 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)(iii).
    \4\ 17 CFR 240.19b-4(f)(6).
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I. Self-Regulatory Organization's Statement of the Terms of the 
Substance of the Proposed Rule Change

    Cboe EDGA Exchange, Inc. (``EDGA'' or the ``Exchange'') proposes to 
provide Members certain optional risk settings under proposed 
Interpretation and Policy .03 of Rule 11.10. The text of the proposed 
rule change is provided in Exhibit 5.
    The text of the proposed rule change is also available on the 
Exchange's website (https://markets.cboe.com/us/equities/regulation/rule_filings/edga/), at the Exchange's Office of the Secretary, and at 
the Commission's Public Reference Room.

II. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, the Exchange included statements 
concerning the purpose of and basis for the proposed rule change and 
discussed any comments it received on the proposed rule change. The 
text of these statements may be examined at the places specified in 
Item IV below. The Exchange has prepared summaries, set forth in 
sections A, B, and C below, of the most significant aspects of such 
statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The purpose of the proposed rule change is to provide Members \5\ 
the option to utilize certain risk settings under proposed 
Interpretation and Policy .03 of Rule 11.10.\6\ In order to help 
Members manage their risk, the Exchange proposes to offer optional risk 
settings that would authorize the Exchange to take automated action if 
a designated limit for a Member is breached. Such risk settings would 
provide Members with enhanced abilities to manage their risk with 
respect to orders on the Exchange. Paragraph (a) of proposed 
Interpretation and Policy .03 of Rule 11.10 sets forth the specific 
risk controls the Exchange proposes to offer. Specifically, the 
Exchange proposes to offer two credit risk settings as follows:
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    \5\ See Exchange Rule 1.5(n).
    \6\ The proposed rule changes are substantially similar to a 
recent rule amendment by Cboe BZX Exchange, Inc. (``BZX''). See 
Securities Exchange Act No. 88599 (April 8, 2020) 85 FR 20793 (April 
14, 2020) (the ``BZX Approval'').
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     The ``Gross Credit Risk Limit'', which refers to a pre-
established maximum daily dollar amount for purchases and sales across 
all symbols, where both purchases and sales are counted as positive 
values. For purposes of calculating the Gross Credit Risk Limit, only 
executed orders are included; and
     The ``Net Credit Risk Limit'', which refers to a pre-
established maximum daily dollar amount for purchases and sales across 
all symbols, where purchases are counted as positive values and sales 
are counted as negative values. For purposes of calculating the Net 
Credit Risk Limit, only executed orders are included.
    The Gross Credit and Net Credit risk settings are similar to credit 
controls measuring both gross and net exposure provided for in 
paragraph (h) of Interpretation and Policy .01 of Rule 11.10, but with 
certain notable differences. Importantly, the proposed risk settings 
would be applied at a Market Participant Identifier (``MPID'') level, 
while the controls noted in paragraph (h) of Interpretation and Policy 
.01 are applied at the logical port level.\7\ Therefore, the proposed 
risk management functionality would allow a Member to manage its risk 
more comprehensively, instead of relying on the more limited port level 
functionality offered today. Further, the proposed risk settings would 
be based on a notional execution value, while the controls noted in 
paragraph (h) of Interpretation and Policy .03 are applied based on a 
combination of outstanding orders on the Exchange's book and notional 
execution value. The Exchange notes that the current gross and net 
notional controls noted in paragraph (h) of Interpretation and Policy 
.03 will continue to be available in addition to the proposed risk 
settings.
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    \7\ A logical port represents a port established by the Exchange 
within the Exchange's System for trading and billing purposes. Each 
logical port established is specific to a Member or non-Member and 
grants that Member or non-Member the ability to accomplish a 
specific function, such as order entry, order cancellation, or data 
receipt.
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    Paragraph (c) of proposed Interpretation and Policy .03 of Rule 
11.10 provides that a Member that does not self-clear may allocate and 
revoke \8\ the responsibility of establishing and adjusting the risk 
settings identified in proposed paragraph (a) to a Clearing Member that 
clears transactions on behalf of the Member, if designated in a manner 
prescribed by the Exchange. The Exchange proposes to harmonize Exchange 
Rule 11.13(a) with BZX and Cboe BYX Exchange, Inc. (``BYX'') Rules 
11.15(a). Specifically, in proposed Rule 11.13(a), the Exchange 
proposes to (i) define the term ``Clearing Member''; \9\ (ii) 
memorialize in its rules the process by which a Clearing Member shall 
affirm its responsibility for clearing any and all trades executed by 
the Member designating it as its Clearing Firm; and (iii) memorialize 
the fact that the rules of a Qualified Clearing Agency shall govern 
with respect to the clearance and settlement of any transactions 
executed by the Member on the Exchange. While the foregoing proposed 
changes to Rule

[[Page 23561]]

11.13(a) were not previously memorialized in Exchange Rules, they were 
contemplated in Exhibit F of the Exchange's original Form 1 
application.\10\ As such, the proposed changes to Rule 11.13(a) involve 
no substantive changes.
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    \8\ As discussed below, if a Member revokes the responsibility 
of establishing and adjusting the risk settings identified in 
proposed paragraph (a), the settings applied by the Member would be 
applicable.
    \9\ As proposed, the term ``Clearing Member'' refers to a Member 
that is a member of a Qualified Clearing Agency and clears 
transactions on behalf of another Member. See proposed Rule 
11.13(a).
    \10\ Specifically, see item 3 entitled ``Clearing Letter of 
Guarantee'' included in Exhibit F of the Exchange's original Form 1 
application.
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    By way of background, Exchange Rule 11.13(a) requires that all 
transactions passing through the facilities of the Exchange shall be 
cleared and settled through a Qualified Clearing Agency using a 
continuous net settlement system.\11\ As reflected in the proposed 
changes to Rule 11.13(a) above, this requirement may be satisfied by 
direct participation, use of direct clearing services, or by entry into 
a corresponding clearing arrangement with another Member that clears 
through a Qualified Clearing Agency (i.e., a Clearing Member). If a 
Member clears transactions through another Member that is a Clearing 
Member, such Clearing Member shall affirm to the Exchange in writing, 
through letter of authorization, letter of guarantee or other agreement 
acceptable to the Exchange, its agreement to assume responsibility for 
clearing and settling any and all trades executed by the Member 
designating it as its clearing firm.\12\ Thus, while not all Members 
are Clearing Members, all Members are required to either clear their 
own transactions or to have in place a relationship with a Clearing 
Member that has agreed to clear transactions on their behalf in order 
to conduct business on the Exchange. Therefore, the Clearing Member 
that guarantees the Member's transactions on the Exchange has a 
financial interest in the risk settings utilized within the System \13\ 
by the Member.
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    \11\ The term ``Qualified Clearing Agency'' means a clearing 
agency registered with the Commission pursuant to Section 17A of the 
Act that is deemed qualified by the Exchange. See Exchange Rule 
1.5(w). The rules of any such clearing agency shall govern with the 
respect to the clearance and settlement of any transactions executed 
by the Member on the Exchange.
    \12\ A Member can designate one Clearing Member per Market 
Participant Identifier (``MPID'') associated with the Member.
    \13\ System is defined as ``the electronic communications and 
trading facility designated by the Board through which securities 
orders of Members are consolidated for ranking, execution and, when 
applicable, routing away.'' See Exchange Rule 1.5(cc).
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    Paragraph (c) is proposed by the Exchange in order to offer 
Clearing Members an opportunity to manage their risk of clearing on 
behalf of other Members, if authorized to do so by the Member trading 
on the Exchange. Specifically, the Exchange believes such functionality 
would help Clearing Members to better monitor and manage the potential 
risks that they assume when clearing for Members of the Exchange. A 
Member may allocate or revoke the responsibility of establishing and 
adjusting the risk settings identified in proposed paragraph (a) to its 
Clearing Member via the risk management tool available on the web 
portal at any time. By allocating such responsibility, a Member would 
thereby cede all control and ability to establish and adjust such risk 
settings to its Clearing Member unless and until such responsibility is 
revoked by the Member, as discussed in further detail below. Because 
the Member is responsible for its own trading activity, the Exchange 
will not provide a Clearing Member authorization to establish and 
adjust risk settings on behalf of a Member without first receiving 
consent from the Member. The Exchange would consider a Member to have 
provided such consent if it allocates the responsibility to establish 
and adjust risk settings to its Clearing Member via the risk management 
tool available on the web portal. By allocating such responsibilities 
to its Clearing Member, the Member consents to the Exchange taking 
action, as set forth in proposed paragraph (d) of Interpretation and 
Policy .03, with respect to the Member's trading activity. 
Specifically, if the risk setting(s) established by the Clearing Member 
are breached, the Member consents that the Exchange will automatically 
block new orders submitted and cancel open orders until such time that 
the applicable risk setting is adjusted to a higher limit by the 
Clearing Member. A Member may also revoke responsibility allocated to 
its Clearing Member pursuant to this paragraph at any time via the risk 
management tool available on the web portal.
    Paragraph (b) of proposed Interpretation and Policy .03 of Rule 
11.10 provides that either a Member or its Clearing Member, if 
allocated such responsibility pursuant to paragraph (c) of the proposed 
Interpretation and Policy, may establish and adjust limits for the risk 
settings provided in proposed paragraph (a) of Interpretation and 
Policy .03. A Member or Clearing Member may establish and adjust limits 
for the risk settings through the Exchange's risk management tool 
available on the web portal. The risk management web portal page will 
also provide a view of all applicable limits for each Member, which 
will be made available to the Member and its Clearing Member, as 
discussed in further detail below.
    Proposed paragraph (d) of Interpretation and Policy .03 of Rule 
11.10 would provide optional alerts to signal when a Member is 
approaching its designated limit. If enabled, the alerts would generate 
when the Member breaches certain percentage thresholds of its 
designated risk limit, as determined by the Exchange. Based on current 
industry standards, the Exchange anticipates initially setting these 
thresholds at fifty, seventy, or ninety percent of the designated risk 
limit. Both the Member and Clearing Member \14\ would have the option 
to enable the alerts via the risk management tool on the web portal and 
designate email recipients of the notification.\15\ The proposed alert 
system is meant to warn a Member and Clearing Member of the Member's 
trading activity, and will have no impact on the Member's order and 
trade activity if a warning percentage is breached. Proposed paragraph 
(e) of Interpretation and Policy .03 of Rule 11.10 would authorize the 
Exchange to automatically block new orders submitted and cancel all 
open orders in the event that a risk setting is breached. The Exchange 
will continue to block new orders submitted until the Member or 
Clearing Member, if allocated such responsibility pursuant to paragraph 
(c) of proposed Interpretation and Policy .03, adjusts the risk 
settings to a higher threshold. The proposed functionality is designed 
to assist Members and Clearing Members in the management of, and risk 
control over, their credit risk. Further, the proposed functionality 
would allow the Member to seamlessly avoid unintended executions that 
exceed their stated risk tolerance.
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    \14\ A Clearing Member would have the ability to enable alerts 
regardless of whether it was allocated responsibilities pursuant to 
proposed paragraph (c).
    \15\ The Member and Clearing Member may input any email address 
for which an alert will be sent via the risk management tool on the 
web portal.
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    The Exchange does not guarantee that the proposed risk settings 
described in proposed Interpretation and Policy .03, are sufficiently 
comprehensive to meet all of a Member's risk management needs. Pursuant 
to Rule 15c3-5 under the Act,\16\ a broker-dealer with market access 
must perform appropriate due diligence to assure that controls are 
reasonably designed to be effective, and otherwise consistent with the 
rule.\17\

[[Page 23562]]

Use of the Exchange's risk settings included in proposed Interpretation 
and Policy .03 will not automatically constitute compliance with 
Exchange or federal rules and responsibility for compliance with all 
Exchange and SEC rules remains with the Member.
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    \16\ 17 CFR 240.15c3-5.
    \17\ See Division of Trading and Markets, Responses to 
Frequently Asked Questions Concerning Risk Management Controls for 
Brokers or Dealers with Market Access, available at https://www.sec.gov/divisions/marketreg/faq-15c-5-risk-management-controls-bd.htm.
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    Lastly, as the Exchange currently has the authority to share any of 
a Member's risk settings specified in Interpretation and Policy .01 of 
Rule 11.10 under Exchange Rule 11.13(f) with the Clearing Member that 
clears transactions on behalf of the Member, the Exchange also seeks 
such authority as it pertains to risk settings specified in proposed 
Interpretation and Policy .03. Existing Rule 11.13(f) provides the 
Exchange with authority to directly provide Clearing Members that clear 
transactions on behalf of a Member, to share any of the Member's risk 
settings set forth under Interpretation and Policy .01 to Rule 
11.10.\18\ The purpose of such a provision under Rule 11.13(f) was 
implemented in order to reduce the administrative burden on 
participants on the Exchange, including both Clearing Members and 
Members, and to ensure that Clearing Members receive information that 
is up to date and conforms to the settings active in the System. 
Further, the provision was implemented because the Exchange believed 
such functionality would help Clearing Members to better monitor and 
manage the potential risks that they assume when clearing for Members 
of the Exchange. Now, the Exchange also proposes to amend paragraph (f) 
of Exchange Rule 11.13 to authorize the Exchange to share any of a 
Member's risk settings specified in proposed Interpretation and Policy 
.03 to Rule 11.10 with the Clearing Member that clears transactions on 
behalf of the Member and to update the term clearing firm to the 
proposed defined term Clearing Member. The Exchange notes that the use 
by a Member of the risk settings offered by the Exchange is optional. 
By using these proposed optional risk settings, a Member therefore also 
opts-in to the Exchange sharing its designated risk settings with its 
Clearing Member. The Exchange believes that its proposal to offer 
additional risk settings will allow Members to better manage their 
credit risk. Further, by allowing Members to allocate the 
responsibility for establishing and adjusting such risk settings to its 
Clearing Member, the Exchange believes Clearing Members may reduce 
potential risks that they assume when clearing for Members of the 
Exchange. The Exchange also believes that its proposal to share a 
Member's risk settings set forth under proposed Interpretation and 
Policy .03 to Rule 11.10 directly with Clearing Members reduces the 
administrative burden on participants on the Exchange, including both 
Clearing Members and Members, and ensures that Clearing Members are 
receiving information that is up to date and conforms to the settings 
active in the System.
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    \18\ By using the optional risk settings provided in 
Interpretation and Policy .01, a Member opts-in to the Exchange 
sharing its risk settings with its Clearing Member. Any Member that 
does not wish to share such risk settings with its Clearing Member 
can avoid sharing such settings by becoming a Clearing Member. See 
Securities Exchange Act Release No. 80608 (May 5, 2017) 82 FR 22030 
(May 11, 2017) (SR-BatsEDGA-2017-07).
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2. Statutory Basis
    The Exchange believes the proposed rule change is consistent with 
the Securities Exchange Act of 1934 (the ``Act'') and the rules and 
regulations thereunder applicable to the Exchange and, in particular, 
the requirements of Section 6(b) of the Act.\19\ Specifically, the 
Exchange believes the proposed rule change is consistent with the 
Section 6(b)(5) \20\ requirements that the rules of an exchange be 
designed to prevent fraudulent and manipulative acts and practices, to 
promote just and equitable principles of trade, to foster cooperation 
and coordination with persons engaged in regulating, clearing, 
settling, processing information with respect to, and facilitating 
transactions in securities, to remove impediments to and perfect the 
mechanism of a free and open market and a national market system, and, 
in general, to protect investors and the public interest.
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    \19\ 15 U.S.C. 78f(b).
    \20\ 15 U.S.C. 78f(b)(5).
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    Specifically, the Exchange believes the proposed amendment will 
remove impediments to and perfect the mechanism of a free and open 
market and a national market system because it provides additional 
functionality for a Member to manage its credit risk. In addition, the 
proposed risk settings could provide Clearing Members, who have assumed 
certain risks of Members, greater control over risk tolerance and 
exposure on behalf of their correspondent Members, if allocated 
responsibility pursuant to proposed paragraph (c), while also providing 
an alert system that would help to ensure that both Members and its 
Clearing Member are aware of developing issues. As such, the Exchange 
believes that the proposed risk settings would provide a means to 
address potentially market-impacting events, helping to ensure the 
proper functioning of the market.
    In addition, the Exchange believes that the proposed rule change is 
designed to protect investors and the public interest because the 
proposed functionality is a form of risk mitigation that will aid 
Members and Clearing Members in minimizing their financial exposure and 
reduce the potential for disruptive, market-wide events. In turn, the 
introduction of such risk management functionality could enhance the 
integrity of trading on the securities markets and help to assure the 
stability of the financial system.
    Further, the Exchange believes that the proposed rule will foster 
cooperation and coordination with persons facilitating transactions in 
securities because the Exchange will provide alerts when a Member's 
trading activity reaches certain thresholds, which will be available to 
both the Member and Clearing Member. As such, the Exchange may help 
Clearing Members monitor the risk levels of correspondent Members and 
provide tools for Clearing Members, if allocated such responsibility, 
to take action.
    The proposal will permit Clearing Members who have a financial 
interest in the risk settings of Members to better monitor and manage 
the potential risks assumed by Clearing Members, thereby providing 
Clearing Members with greater control and flexibility over setting 
their own risk tolerance and exposure. To the extent a Clearing Member 
might reasonably require a Member to provide access to its risk 
settings as a prerequisite to continuing to clear trades on the 
Member's behalf, the Exchange's proposal to share those risk settings 
directly reduces the administrative burden on participants on the 
Exchange, including both Clearing Members and Members. Moreover, 
providing Clearing Members with the ability to see the risk settings 
established for Members for which they clear will foster efficiencies 
in the market and remove impediments to and perfect the mechanism of a 
free and open market and a national market system. The proposal also 
ensures that Clearing Members are receiving information that is up to 
date and conforms to the settings active in the System. The Exchange 
believes that the proposal is consistent with the Act, particularly 
Section 6(b)(5),\21\ because it will foster cooperation and 
coordination with persons engaged in facilitating transactions in 
securities and more generally, will protect investors and the public 
interest, by allowing Clearing

[[Page 23563]]

Members to better monitor their risk exposure and by fostering 
efficiencies in the market and removing impediments to and perfect the 
mechanism of a free and open market and a national market system.
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    \21\ 15 U.S.C. 78f(b)(5).
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    Finally, the Exchange believes that the proposed rule change does 
not unfairly discriminate among the Exchange's Members because use of 
the risk settings is optional and are not a prerequisite for 
participation on the Exchange. The proposed risk settings are 
completely voluntary and, as they relate solely to optional risk 
management functionality, no Member is required or under any regulatory 
obligation to utilize them.
    The proposed amendments to Rule 11.13(a) will harmonize Exchange 
Rules with BZX and BYX Rules 11.15(a). While the proposed changes to 
Rule 11.13(a) were not previously memorialized in Exchange Rules, they 
were contemplated in Exhibit F of the Exchange's original Form 1 
application. As such, the proposed changes to Rule 11.13(a) involve no 
substantive changes.

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 that is not necessary or appropriate 
in furtherance of the purposes of the Act. In fact, the Exchange 
believes that the proposal may have a positive effect on competition 
because it would allow the Exchange to offer risk management 
functionality that is comparable to functionality that has been adopted 
by other national securities exchanges.\22\ Further, by providing 
Members and their Clearing Members additional means to monitor and 
control risk, the proposed rule may increase confidence in the proper 
functioning of the markets and contribute to additional competition 
among trading venues and broker-dealers. Rather than impede 
competition, the proposal is designed to facilitate more robust risk 
management by Members and Clearing Members, which, in turn, could 
enhance the integrity of trading on the securities markets and help to 
assure the stability of the financial system.
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    \22\ Supra note 6.
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C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    The Exchange neither solicited nor received comments on the 
proposed rule change.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    Because the foregoing proposed rule change does not: (i) 
Significantly affect the protection of investors or the public 
interest; (ii) impose any significant burden on competition; and (iii) 
become operative for 30 days from the date on which it was filed, or 
such shorter time as the Commission may designate, it has become 
effective pursuant to Section 19(b)(3)(A) of the Act \23\ and Rule 19b-
4(f)(6) thereunder.\24\
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    \23\ 15 U.S.C. 78s(b)(3)(A).
    \24\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii) 
requires a self-regulatory organization to give the Commission 
written notice of its intent to file the proposed rule change, along 
with a brief description and text of the proposed rule change, at 
least five business days prior to the date of filing of the proposed 
rule change, or such shorter time as designated by the Commission. 
The Exchange has satisfied this requirement.
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    A proposed rule change filed pursuant to Rule 19b-4(f)(6) under the 
Act \25\ normally does not become operative for 30 days after the date 
of its filing. However, Rule 19b-4(f)(6)(iii) \26\ permits the 
Commission to designate a shorter time if such action is consistent 
with the protection of investors and the public interest. The Exchange 
has asked the Commission to waive the 30-day operative delay so that 
the Exchange may implement the proposed risk controls on the 
anticipated launch date of April 17, 2020. The Exchange states that 
waiver of the operative delay would allow Members to immediately 
utilize the proposed functionality to manage their risk. For this 
reason, the Commission believes that waiver of the 30-day operative 
delay is consistent with the protection of investors and the public 
interest. Therefore, the Commission hereby waives the operative delay 
and designates the proposal as operative upon filing.\27\
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    \25\ 17 CFR 240.19b-4(f)(6).
    \26\ 17 CFR 240.19b-4(f)(6)(iii).
    \27\ For purposes only of waiving the 30-day operative delay, 
the Commission also has considered the proposed rule's impact on 
efficiency, competition, and capital formation. See 15 U.S.C. 
78c(f).
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    At any time within 60 days of the filing of the proposed rule 
change, the Commission summarily may temporarily suspend such rule 
change if it appears to the Commission that such action is necessary or 
appropriate in the public interest, for the protection of investors, or 
otherwise in furtherance of the purposes of the Act. If the Commission 
takes such action, the Commission shall institute proceedings to 
determine whether the proposed rule change should be approved or 
disapproved.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the Act. Comments may be submitted by any of 
the following methods:

Electronic Comments

     Use the Commission's internet comment form (https://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number SR-CboeEDGA-2020-012 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-CboeEDGA-2020-012. 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 such filing also will be available for inspection 
and copying at the principal office of the Exchange. All comments 
received will be posted without change. Persons submitting comments are 
cautioned that we do not redact or edit personal identifying 
information from comment submissions. You should submit only 
information that you wish to make available publicly. All submissions 
should refer to File Number SR-CboeEDGA-2020-012, and should be 
submitted on or before May 19, 2020.


[[Page 23564]]


    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\28\
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    \28\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020-08938 Filed 4-27-20; 8:45 am]
 BILLING CODE 8011-01-P
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