7130 Federal Register / Vol. 86, No. 15 / Tuesday, January 26, 2021 / Notices 

17 15 U.S.C. 78s(b)(3)(A). 

18 17 CFR 240.19b–4(f)(2). 

19 15 U.S.C. 78s(b)(2)(B). 

20 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

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

4 17 CFR 240.19b–4(f)(2). 

NMS, the Commission highlighted the 

importance of market forces in 

determining prices and SRO revenues 

and, also, recognized that current 

regulation of the market system ‘‘has 

been remarkably successful in 

promoting market competition in its 

broader forms that are most important to 

investors and listed companies.’’ The 

fact that this market is competitive has 

also long been recognized by the courts. 

In NetCoalition v. Securities and 

Exchange Commission, the D.C. Circuit 

stated as follows: ‘‘[n]o one disputes 

that competition for order flow is 

‘fierce.’ . . . As the SEC explained, ‘[i]n 

the U.S. national market system, buyers 

and sellers of securities, and the brokerdealers that act as their order-routing 

agents, have a wide range of choices of 

where to route orders for execution’; 

[and] ‘no exchange can afford to take its 

market share percentages for granted’ 

because ‘no exchange possesses a 

monopoly, regulatory or otherwise, in 

the execution of order flow from broker 

dealers’ . . . .’’. Accordingly, the 

Exchange does not believe its proposed 

fee change imposes any burden on 

competition that is not necessary or 

appropriate in furtherance of the 

purposes of the Act. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

The Exchange neither solicited nor 

received comments on the proposed 

rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The foregoing rule change is effective 

upon filing pursuant to Section 

19(b)(3)(A) of the Act 17 and 

subparagraph (f)(2) of Rule 19b–4 

thereunder,18 because it establishes a 

due, fee, or other charge imposed by the 

Exchange. 

At any time within 60 days of the 

filing of such proposed rule change, the 

Commission summarily may 

temporarily suspend such rule change if 

it appears to the Commission that such 

action is necessary or appropriate in the 

public interest, for the protection of 

investors, or otherwise in furtherance of 

the purposes of the Act. If the 

Commission takes such action, the 

Commission shall institute proceedings 

under Section 19(b)(2)(B) of the Act 19 to 

determine whether the proposed rule 

change should be approved or 

disapproved. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s internet 

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

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File No. SR– 

CboeBZX–2021–011 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Secretary, Securities and Exchange 

Commission, 100 F Street NE, 

Washington, DC 20549–1090. 

All submissions should refer to File No. 

SR–CboeBZX–2021–011. This file 

number should be included on the 

subject line if email is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

internet website (http://www.sec.gov/ 

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for website viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE, 

Washington, DC 20549, on official 

business days between the hours of 

10:00 a.m. and 3:00 p.m. Copies of the 

filing also will be available for 

inspection and copying at the principal 

office of the Exchange. All comments 

received will be posted without change. 

Persons submitting comments are 

cautioned that we do not redact or edit 

personal identifying information from 

comment submissions. You should 

submit only information that you wish 

to make available publicly. All 

submissions should refer to File No. 

SR–CboeBZX–2021–011, and should be 

submitted on or before February 16, 

2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.20

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–01584 Filed 1–25–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–90946; File No. SR–BOX– 

2021–01] 

Self-Regulatory Organizations; BOX 

Exchange LLC; Notice of Filing and 

Immediate Effectiveness of a Proposed 

Rule Change To Amend the Fee 

Schedule on the BOX Options Market 

LLC Facility 

January 19, 2021. 

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

Securities Exchange Act of 1934 

(‘‘Act’’),1 and Rule 19b–4 thereunder,2

notice is hereby given that on January 4, 

2021, BOX Exchange LLC (‘‘Exchange’’) 

filed with the Securities and Exchange 

Commission (‘‘Commission’’) the 

proposed rule change as described in 

Items I, II, and III below, which Items 

have been prepared by the Exchange. 

The Exchange filed the proposed rule 

change pursuant to Section 

19(b)(3)(A)(ii) of the Act,3 and Rule 

19b–4(f)(2) thereunder,4 which renders 

the proposal effective upon filing with 

the Commission. The Commission is 

publishing this notice to solicit 

comments on the proposed rule change 

from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of the Substance 

of the Proposed Rule Change 

The Exchange is filing with the 

Securities and Exchange Commission 

(‘‘Commission’’) a proposed rule change 

to amend the Fee Schedule on the BOX 

Options Market LLC (‘‘BOX’’) facility. 

The text of the proposed rule change is 

available from the principal office of the 

Exchange, at the Commission’s Public 

Reference Room and also on the 

Exchange’s internet website at http://

boxexchange.com. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

Exchange included statements 

Federal Register / Vol. 86, No. 15 / Tuesday, January 26, 2021 / Notices 7131 

5The Exchange notes Section III.C.1 is being 

relocated as discussed in further detail below. 

6The Exchange is including the $0.34 ‘‘add’’ fee 

into the Improvement Order fee detailed in the PIP 

and COPIP fee structure. The Exchange notes that 

under this proposal, there is no change to the fees 

currently assessed for this transaction 

7See Securities Exchange Act Release No. 89622 

(August 20, 2020), 85 FR 52654 (August 26, 2020) 

(SR–BOX–2020–34). 

8Currently, under Section III, Improvement 

Orders to the SPY PIP and COPIP Orders are 

charged the ‘‘add’’ fee of $0.45. The Exchange is 

including this ‘‘add’’ fee into the Improvement 

Order fee detailed in the PIP and COPIP Fee 

Structure. 

9Currently, under Section III, Improvement 

Orders to the SPY PIP and COPIP Orders are 

charged the ‘‘add’’ fee of $0.45. The Exchange is 

including this ‘‘add’’ fee into the Improvement 

Order fee detailed in the PIP and COPIP Fee 

Structure. 

concerning the purpose of and basis for 

the proposed rule change and discussed 

any comments it received on the 

proposed rule change. The text of these 

statements may be examined at the 

places specified in Item IV below. The 

Exchange has prepared summaries, set 

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

the most significant aspects of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to amend the 

Fee Schedule for trading on BOX. First, 

the Exchange proposes to revise certain 

qualification thresholds and fees in 

Section I.B. of the BOX Fee Schedule. 

Specifically, the Exchange proposes to 

eliminate Tiers 2 and 3 of the Primary 

Improvement Order fee structure. The 

Exchange then proposes to amend the 

percentage threshold for Tier 1 from 

0.000%–0.049% to 0.000% to 0.449%. 

The Exchange also proposes to decrease 

the fee for Tier 1 from $0.25 to $0.05. 

The Exchange next proposes to change 

current Tier 4 to new Tier 2. The 

percentage threshold and fee for 

proposed Tier 2 will remain unchanged. 

Next, the Exchange proposes to 

eliminate Section III 5 (Liquidity Fees 

and Credits) from the Fee Schedule and 

establish Break-Up Credits in (1) Section 

I.B (PIP and COPIP Transactions); (2) 

Section I.C (Facilitation and Solicitation 

Transactions); and (3) Section I.C.2 

(Strategy Order Facilitation and 

Solicitation Transactions). The 

Exchange is redistributing the fees and 

rebates outlined in Section III to the 

appropriate places within the respective 

fee structures in the BOX Fee Schedule. 

The Exchange believes the proposed 

changes will make the Fee Schedule 

easier to navigate and will reduce 

investor confusion. 

PIP and COPIP Transactions 

Currently, under Section III.A, a 

Public Customer PIP or COPIP Order 

receives the ‘‘removal’’ credit ($0.34 for 

Penny Interval Classes and $0.81 for 

Non-Penny Interval Classes), while the 

corresponding Primary Improvement 

Order and any Improvement Orders are 

charged the ‘‘add’’ fee ($0.34 for Penny 

Interval Classes and $0.81 for NonPenny Interval Classes). First, the 

Exchange proposes to amend PIP and 

COPIP Improvement Order fees within 

Section 1.B to include the liquidity 

‘‘add’’ fees that are being deleted in 

Section III. As such, the Exchange 

proposes to increase Public Customer 

Improvement Orders fees in Penny 

Interval Classes to $0.49 from $0.15 and 

in Non-Penny Interval Classes to $0.96 

from $015.6 Next, the Exchange 

proposes to no longer assess the 

corresponding Primary Improvement 

Order to PIP and COPIP Orders the 

‘‘add’’ fee of $0.34 for Penny Interval 

Classes or $0.81 for Non-Penny Interval 

Classes. The Exchange notes that this is 

similar to how the Exchange currently 

assesses SPY PIP and COPIP fees and 

credits on BOX.7 The Exchange believes 

this proposed change will result in 

increased order flow to BOX’s PIP and 

COPIP mechanisms. Further, the 

Exchange proposes to increase Public 

Customer SPY Improvement Order fees 

to $0.50 from $0.05.8

The Exchange next proposes to 

increase Professional Customer, Broker 

Dealer and Market Maker Improvement 

Order fees. Currently, if a Non-Public 

Customer PIP or COPIP Order does not 

trade with its Primary Improvement 

Order, the Primary Improvement Order 

shall receive the ‘‘removal’’ credit ($0.34 

for Penny Interval Classes or $0.81 for 

Non-Penny Interval Classes) and any 

corresponding Improvement Order 

responses will be charged the ‘‘add’’ fee 

($0.34 for Penny Interval Classes or 

$0.81 for Non-Penny Interval Classes). 

Similar to the changes discussed above, 

the Exchange now proposes to increase 

Non-Public Customer Improvement 

Order fees in Penny Interval Classes to 

$0.50 from $0.16 and to $1.15 from 

$0.34 in Non-Penny Interval Classes. 

Further, the Exchange proposes to 

increase non-Public Customer SPY 

Improvement Orders to $0.50 from 

$0.05.9

Next, the Exchange proposes to 

establish PIP and COPIP Break-Up 

Credits in Section I.B. First, the 

Exchange proposes to establish PIP and 

COPIP Break-Up Credits of $0.34 for 

Penny Interval Classes and $0.81 for 

Non-Penny Interval Classes for Public 

Customer PIP and COPIP Transactions. 

The Exchange notes that this is how the 

Exchange currently assesses the $0.34 or 

$0.81 ‘‘removal’’ credits for Public 

Customer PIP and COPIP Orders 

executed through the PIP and COPIP 

mechanisms detailed in BOX’s current 

Fee Schedule. The Exchange is simply 

seeking to relocate the credits into the 

PIP and COPIP fee structure. Next, the 

Exchange proposes to establish a SPY 

Break-Up Credit of $0.45 for Public 

Customer SPY PIP and COPIP Orders 

submitted to the PIP or COPIP 

mechanisms. As discussed herein, the 

same $0.45 ‘‘removal’’ credit is assessed 

for these Public Customer SPY PIP and 

COPIP transactions under Section III in 

BOX’s current Fee Schedule. Further, 

the Exchange proposes to add text 

which details that the Public Customer 

SPY PIP or COPIP Order submitted to 

the PIP and COPIP mechanisms that do 

not trade with their Primary 

Improvement Order shall receive the 

Break-Up Credit. The Exchange again 

notes that this is how the ‘‘removal’’ 

credit is currently assessed for these 

transactions under Section III.A in 

BOX’s current Fee Schedule. 

Next, the Exchange proposes to 

establish PIP and COPIP Break-Up 

Credits of $0.34 for Penny Interval 

Classes and $0.81 for Non-Penny 

Interval Classes for Professional 

Customer, Broker Dealer, and Market 

Maker PIP and COPIP Transactions. The 

Exchange also proposes to add text 

which details who receives the BreakUp Credit for these orders. Specifically, 

if a Non-Public Customer PIP or COPIP 

Order does not trade with its Primary 

Improvement Order, the Primary 

Improvement Order shall receive the 

Break-Up Credit of $0.34 for Penny 

Interval Classes or $0.81 for Non-Penny 

Interval Classes. The Exchange notes 

that this is how the ‘‘removal’’ credit is 

assessed for these transactions in BOX’s 

current Fee Schedule. The Exchange 

simply seeks to relocate the credit for 

these transactions into the PIP and 

COPIP fee structure. 

Next, the Exchange proposes to 

establish a SPY Break-Up Credit of 

$0.45 for Non-Public Customer SPY PIP 

and COPIP Orders submitted to the PIP 

or COPIP mechanisms. The Exchange 

also proposes to add text which details 

who receives the Break-Up Credit for 

these orders. Specifically, SPY PIP and 

COPIP Orders submitted to the PIP and 

COPIP mechanisms that do not trade 

with their Primary Improvement Order 

shall receive the $0.45 Break-Up Credit. 

The Exchange notes that this is how the 

‘‘removal’’ credit is assessed for these 

transactions in BOX’s current Fee 

7132 Federal Register / Vol. 86, No. 15 / Tuesday, January 26, 2021 / Notices 

10For the PIP, an Unrelated Order is a nonImprovement Order entered into the BOX market 

during a PIP. For the COPIP, an Unrelated Order is 

a non-Improvement Order entered on BOX during 

a COPIP or BOX Book Interest during a COPIP. 

11Similar to the proposed changes in the PIP and 

COPIP section, the Exchange is including the $0.25 

and $0.75 ‘‘add’’ fees into the Responses Order fees 

detailed in the Facilitation and Solicitation 

Transaction fee structure in Section I.C. The 

Exchange notes that under this proposal, there is no 

change to the fees currently assessed for these 

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

Schedule. The Exchange simply seeks to 

relocate the credit for these transactions 

into the PIP and COPIP fee structure. 

Lastly, the Exchange proposes to 

relocate and revise the Fee Schedule 

language regarding PIP and COPIP 

Orders executing against Unrelated 

Orders.10 Specifically, the Exchange 

proposes to clarify that each PIP Order 

or COPIP Order that executes against an 

Unrelated Order on the BOX Book shall 

be treated as a Non-Auction 

Transaction. 

Facilitation and Solicitation 

Transactions 

Currently, under Section III.B of the 

BOX Fee Schedule, Agency Orders 

submitted to the Facilitation and 

Solicitation mechanisms that do not 

trade with their contra order receive the 

‘‘removal’’ credit ($0.25 for Penny 

Interval Classes and $0.75 for NonPenny Interval Classes). Responses to 

Facilitation and Solicitation Orders 

executed in these mechanisms are 

charged the ‘‘add’’ fee ($0.25 for Penny 

Interval Classes and $0.75 for NonPenny Interval Classes). First, the 

Exchange proposes to increase the 

Response Fees (within Section 1.C) in 

the Facilitation and Solicitation 

mechanisms for all account types to 

$0.50 from $0.25 for Penny Interval 

Classes and to $1.15 from $0.40 for NonPenny Interval Classes.11 Next, the 

Exchange proposes to establish 

Facilitation and Solicitation Break-Up 

Credits in the Facilitation and 

Solicitation Transaction fee structure. 

Next, the Exchange proposes to 

establish a $0.25 Break-Up Credit for 

Penny Interval Classes and $0.75 BreakUp Credit for Non-Penny Interval 

Classes for all account types. The 

Exchange also proposes to add text 

which details who receives the BreakUp Credit for these orders. Specifically, 

Agency Orders submitted to the 

Facilitation and Solicitation 

mechanisms that do not trade with their 

contra order shall receive the Break-Up 

Credit. The Exchange notes that this is 

how the ‘‘removal’’ credit is currently 

assessed for these transactions in 

Section III of BOX’s current Fee 

Schedule. The Exchange simply seeks to 

relocate the credit for these transactions 

into the Facilitation and Solicitation fee 

structure. 

Next, the Exchange proposes to 

amend Section I.C.2 (Strategy Order 

Facilitation and Solicitation 

Transactions). Currently, Strategy Order 

Facilitation and Solicitation 

Transactions in Section I.C.2 are exempt 

from the liquidity fees and credits 

detailed Section III.B of the Fee 

Schedule. The Exchange now proposes 

to remove the exemption and assess 

these transactions fees and credits 

similar to those detailed in current 

Section III.B. Specifically, the Exchange 

proposes to increase Response fees in 

the Facilitation and Solicitation 

mechanisms to $0.50 from $0.25 for 

Penny Interval Classes and to $1.15 

from $0.40 for Non-Penny Interval 

Classes. The Exchange believes the 

proposed change is reasonable as 

identical fees exist for regular 

Facilitation or Solicitation transactions 

on BOX. 

Next, the Exchange proposes to 

establish Strategy Order Facilitation and 

Solicitation Break-Up Credits in the fee 

structure detailed in Section I.C.2 of the 

BOX Fee Schedule. Specifically, the 

Exchange proposes to establish a $0.25 

Break-Up Credit for Penny Interval 

Classes and $0.75 Break-Up Credit for 

Non-Penny Interval Classes for all 

account types. The Exchange also 

proposes to add text which details who 

receives the Break-Up Credit for these 

orders. Specifically, Agency Orders 

submitted to the Facilitation and 

Solicitation mechanisms that do not 

trade with their contra order shall 

receive the Break-Up Credit. The 

Exchange notes that this is how the 

‘‘removal’’ credit is currently assessed 

for regular Facilitation and Solicitation 

transactions in Section III of BOX’s 

current Fee Schedule. The Exchange 

believes that mirroring the fees and 

credits in place for regular Facilitation 

and Solicitation transactions is 

reasonable and appropriate. 

Finally, the Exchange proposes to 

relocate Section III.C.1., which details 

transactions which occur on the 

opening or re-opening, to Section I.A.2. 

of the Fee Schedule. The Exchange also 

proposes to make a number of nonsubstantive changes to the Fee Schedule 

which include renumbering Sections 

and eliminating obsolete text due to the 

proposed changes discussed herein. 

2. Statutory Basis 

The Exchange believes that the 

proposal is consistent with the 

requirements of Section 6(b) of the Act, 

in general, and Section 6(b)(4) and 

6(b)(5)of the Act,12 in particular, in that 

it provides for the equitable allocation 

of reasonable dues, fees, and other 

charges among BOX Participants and 

other persons using its facilities and 

does not unfairly discriminate between 

customers, issuers, brokers or dealers. 

First, the Exchange believes that the 

proposed changes in Section I.B.1 

(Primary Improvement Orders) of the 

BOX Fee Schedule are reasonable, 

equitable and non-discriminatory. The 

proposed changes to the thresholds are 

equitable and not unfairly 

discriminatory as they are available to 

all BOX Participants that initiate 

Auction Transactions, and Participants 

may choose whether or not to take 

advantage of the percentage thresholds 

and their applicable discounted fees. 

Further, the Exchange believes that the 

change to the threshold in proposed 

Tier 1 is reasonable and competitive as 

it is intended to allow more Participants 

to qualify for the discounted fee, which 

the Exchange believes will incentivize 

Participants to direct order flow to the 

Exchange, in turn benefiting all market 

participants on the Exchange. Further, 

the Exchange believes that the proposed 

change to decrease the fee assessed in 

Tier 1 from $0.25 to $0.05 is reasonable 

and appropriate, as this tiered fee 

schedule is in place to provide 

incentives to BOX Participants to 

submit their Public Customer Orders 

into the PIP for potential price 

improvement. This reduced fee, 

combined with the amended percentage 

thresholds discussed above, are meant 

to incentivize more Participant to 

submit Price Improvement Orders to the 

Exchange, which the Exchange believes 

will further incentivize Participants to 

direct order flow to the Exchange, in 

turn benefiting all market participants 

on the Exchange. 

PIP and COPIP Transactions 

The Exchange believes the proposed 

changes to the fee structure detailed in 

Section I.B. are reasonable, equitable 

and not unfairly discriminatory. The 

Exchange believes the proposed fee 

changes to Improvement Orders in the 

PIP and COPIP Transaction fee structure 

are reasonable as they reflect the current 

fees charged for these transactions on 

the Exchange. As noted herein, the 

Exchange simply seeks to relocate the 

liquidity fees detailed in Section III to 

be included in the PIP and COPIP 

Improvement Order fees in the PIP and 

COPIP Transaction fee structure. The 

Exchange believes that the proposed 

change will increase overall readability 

of the BOX Fee Schedule and reduce 

Federal Register / Vol. 86, No. 15 / Tuesday, January 26, 2021 / Notices 7133 

13See supra note 7. 

14See Nasdaq ISE LLC (‘‘Nasdaq ISE’’) Pricing 

Schedule Section 3. (Regular Order Fees and 

Rebates). 

15On Nasdaq ISE, a PIM Order is an order entered 

into the Price Improvement Mechanism (‘‘PIM’’). 

This is similar to BOX’s PIP and COPIP mechanism. 

16 ‘‘Select Symbols’’ and ‘‘Non-Select Symbols’’ 

referred to in the Nasdaq ISE Fee Schedule are 

identical to ‘‘Penny Interval Classes’’ and ‘‘NonPenny Interval Classes’’ on BOX. 

17See Nasdaq ISE LLC (‘‘Nasdaq ISE’’) Pricing 

Schedule Section 3. (Regular Order Fees and 

Rebates). Under the ISE Fee Schedule, a Responder 

to a Facilitation or Solicitation Order will pay $0.50 

in Penny Interval Classes and $1.10 for Non-Penny 

Interval Classes. The Exchange notes that Nasdaq 

ISE does not offer Strategy Order Facilitation and 

Solicitation transactions on their exchange. 

18 Id. 

19On Nasdaq ISE, a Crossing Order is an order 

executed in the Exchange’s Facilitation Mechanism, 

Solicited Order Mechanism, Price Improvement 

Mechanism or submitted as a Qualified Contingent 

Cross order. 

investor confusion. Further, the 

Exchange believes it is reasonable to no 

longer assess the ‘‘add’’ fee of $0.34 for 

Penny Interval Classes or $0.81 for NonPenny Interval Classes for 

corresponding Primary Improvement 

Order to Public Customer PIP and 

COPIP Orders. The Exchange notes that 

this is similar to how the Exchange 

currently assesses SPY PIP and COPIP 

fees and credits on BOX.13 The 

Exchange believes that mirroring the 

current structure in place for SPY PIP 

and COPIP fees and credits is reasonable 

as the Exchange believes that the 

proposed change will incentivize 

Participants to submit Public Customer 

order flow through the PIP and COPIP 

auction mechanisms thereby benefitting 

all market participants through 

promoting market depth, facilitating 

tighter spreads and enhancing price 

discovery. Further, the Exchange 

believes that the proposed change is 

equitable and not unfairly 

discriminatory as the change applies to 

all Participants, regardless of account 

type. 

Under this proposal and as discussed 

above, the corresponding Primary 

Improvement Orders to Public Customer 

PIP and COPIP Orders will no longer be 

assessed the $0.34 ‘‘add’’ fee for Penny 

Interval Classes and $0.81 for NonPenny Interval Classes; however, 

Improvement Orders will continue to be 

charged the $0.34 ‘‘add’’ fee for Penny 

Interval Classes and $0.81 ‘‘add’’ fee for 

Non-Penny Interval Classes. The 

Exchange believes it is reasonable, 

equitable and not unfairly 

discriminatory to charge higher 

exchange fees for responders in the PIP 

and COPIP mechanisms than for 

initiators of these orders and the contra 

orders. The Exchange believes it is 

reasonable when compared to a similar 

practice for fees at a competing venue.14

For example, at Nasdaq ISE the fee for 

both the initiating and contra order for 

PIM Orders 15 is $0.10 for Select 

Symbols 16 for all account types except 

Priority Customers who are charged no 

fees. Responses to these orders are 

charged $0.50 for Select Symbols 

regardless of account type. The 

Exchange also notes that a differential of 

fees between initiators and responders 

currently exists in the Facilitation and 

Solicitation auction mechanisms and for 

SPY PIP and COPIP Orders on BOX. 

Further, the Exchange continues to 

believe that the proposed differential is 

reasonable because responders to PIP 

and COPIP Orders are willing to pay a 

higher fee for liquidity discovery. 

Responders to PIP and COPIP Orders are 

given the opportunity to interact with 

customer order flow which, in turn, 

allows for the opportunity for increased 

executions on the Exchange thus 

benefitting all market participants. The 

Exchange also believes it is reasonable 

and appropriate to charge initiators of 

PIP and COPIP Orders less than 

responders because initiators bring 

liquidity to the Exchange which, in 

turn, results in increased opportunity 

for more executions on BOX. As such, 

the Exchange believes the differential is 

reasonable and appropriate. 

The Exchange also believes the 

proposed change to establish PIP and 

COPIP Break-Up Credits is reasonable, 

equitable, and not unfairly 

discriminatory. The Exchange again 

notes that these credits are already 

assessed in current Section III of the 

BOX Fee Schedule. The Exchange 

simply seeks to relocate the credits to 

the appropriate fee structure in order to 

increase overall readability and reduce 

investor confusion. As such, the 

Exchange believes the proposed change 

is reasonable, equitable and not unfairly 

discriminatory. 

Facilitation and Solicitation 

Transactions 

The Exchange believes the proposed 

changes to the fee structure detailed in 

Section I.C. are reasonable, equitable 

and not unfairly discriminatory. The 

Exchange believes the proposed fee 

changes to Responses in the Facilitation 

and Solicitation Mechanisms are 

reasonable as they reflect the current 

fees charged for these transactions on 

the Exchange. As noted herein, the 

Exchange seeks to relocate the liquidity 

fees detailed in Section III to be 

included in the Facilitation and 

Solicitation Transaction fee structure. 

The Exchange believes that the 

proposed change will increase overall 

readability of the BOX Fee Schedule 

and reduce investor confusion. 

The Exchange also believes the 

proposed change to establish 

Facilitation and Solicitation Break-Up 

Credits is reasonable, equitable, and not 

unfairly discriminatory. The Exchange 

again notes that these credits are already 

assessed in current Section III of the 

BOX Fee Schedule. The Exchange seeks 

to relocate the credits to the appropriate 

fee structure in order to increase overall 

readability and reduce investor 

confusion. As such, the Exchange 

believes the proposed change is 

reasonable, equitable and not unfairly 

discriminatory. 

The Exchange believes the proposed 

changes to the fee structure detailed in 

Section I.C.2 are reasonable, equitable 

and not unfairly discriminatory. First, 

the Exchange believes that increasing 

the Response fees for Strategy 

Facilitation and Solicitation Orders in 

Penny and Non-Penny Interval Classes 

is reasonable as, under this proposal, 

identical fees will exist for regular order 

Responses in the Facilitation and 

Solicitation auction mechanisms as 

detailed in proposed Section I.C. The 

Exchange believes that mirroring these 

fees is appropriate as both regular orders 

and Strategy Orders are submitted 

through the same Facilitation or 

Solicitation mechanism. As such, the 

Exchange believes the proposed change 

is reasonable and appropriate as it will 

streamline the fees assessed for all 

Responses submitted through the 

Facilitation and Solicitation auction 

mechanisms and thereby reduce 

investor confusion with respect to how 

much Responses are charged in these 

mechanisms. Further, the Exchange 

believes that the fees are reasonable and 

competitive when compared to similar 

fees at competing venues.17 Lastly, the 

Exchange believes that the proposed 

change is equitable and not-unfairly 

discriminatory as it applies to all 

categories of Participants and across all 

account types. 

The Exchange believes it is 

reasonable, equitable and not unfairly 

discriminatory to charge higher 

exchange fees for responders in the 

Strategy Order Facilitation and 

Solicitation mechanisms than for 

initiators of these orders and the contra 

orders. The Exchange believes it is 

reasonable when compared to a similar 

practice for fees at a competing venue.18

For example, at Nasdaq ISE the fee for 

both the initiating and contra order for 

Crossing Orders 19 (except PIM Orders 

which are assessed different fees under 

Nasdaq ISE’s fee schedule) is $0.20 for 

Select and Non-Select Symbols for all 

7134 Federal Register / Vol. 86, No. 15 / Tuesday, January 26, 2021 / Notices 

20 15 U.S.C. 78s(b)(3)(A)(ii). 

21 17 CFR 240.19b–4(f)(2). 

account types except Priority Customers 

who are charged no fees. Responses to 

these orders are charged $0.50 for Select 

Symbols and $1.10 for Non-Select 

Symbols regardless of account type. The 

Exchange notes that a differential of fees 

between initiators and responders 

currently exists in the Facilitation and 

Solicitation auction mechanisms which, 

as discussed above, are the same 

mechanisms that the Strategy Order 

Facilitation and Solicitation 

transactions are submitted. Further, the 

Exchange continues to believe that the 

proposed differential is reasonable 

because responders to Strategy Order 

Facilitation and Solicitation orders are 

willing to pay a higher fee for liquidity 

discovery. Responders to these orders 

are given the opportunity to interact 

with customer order flow which, in 

turn, allows for the opportunity for 

increased executions on the Exchange 

thus benefitting all market participants. 

The Exchange also believes it is 

reasonable and appropriate to charge 

initiators of Strategy Order Facilitation 

and Solicitation Orders less than 

responders because initiators bring 

liquidity to the Exchange which, in 

turn, results in increased opportunity 

for more executions on BOX. As such, 

the Exchange believes the differential is 

reasonable and appropriate. 

The Exchange believes the proposed 

Strategy Order Facilitation and 

Solicitation Break-Up Credits are 

reasonable, equitable, and not unfairly 

discriminatory. Currently, in the 

Facilitation and Solicitation auction 

mechanisms, the Agency Order is a 

block sized order typically composed of 

Public Customer orders and represented 

by an Order Flow Provider who then 

guarantees the execution by submitting 

a matching Facilitation and Solicitation 

Order. Responders in the Facilitation 

and Solicitation auction mechanisms 

are always non-Public Customers and 

more typically are Market Makers. The 

Exchange believes that it is reasonable, 

equitable and not unfairly 

discriminatory to give the Agency 

Orders the proposed Break-Up Credit 

when their orders execute against a nonPublic Customer because the Exchange 

seeks to attract additional Public 

Customer order flow which may 

ultimately benefit all Participants 

trading on the Exchange. Further, the 

Exchange notes that the same behavior 

currently exists for regular orders 

submitted through the Facilitation and 

Solicitation auction mechanisms. As 

such, the Exchange believes the 

proposed Break-Up Credits for Strategy 

Order Facilitation and Solicitation 

Orders is reasonable and appropriate. 

Further, the Exchange believes the 

proposed change is equitable and not 

unfairly discriminatory as it will apply 

to all Participants, regardless of account 

type. 

Finally, the Exchange believes that 

the proposed non-substantive changes 

to the Fee Schedule to reflect the 

changes discussed herein are 

reasonable, equitable, and not unfairly 

discriminatory as the changes will 

increase readability and reduce investor 

confusion. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change will impose 

any burden on competition not 

necessary or appropriate in furtherance 

of the purposes of the Act. 

The Exchange believes the proposed 

changes to the Primary Improvement 

Order fees will not impose a burden on 

competition among various Exchange 

Participants. The Exchange is simply 

proposing to amend certain percentage 

thresholds and fees for Primary 

Improvement Orders in the BOX Fee 

Schedule. The Exchange believes that 

the proposed changes increase 

intermarket and intramarket 

competition by incenting Participants to 

direct their order flow to the Exchange, 

which benefits all Participants by 

providing more trading opportunities 

and improves competition on the 

Exchange. 

The Exchange does not believe the 

proposed changes to the PIP and COPIP 

Transactions fee structure will burden 

competition by creating such a disparity 

between the fees an initiating 

Participant in the PIP and COPIP 

auction pay and the fees a competitive 

responder pays that would result in 

certain Participants being unable to 

compete with initiators. In fact, the 

Exchange believes that these changes 

will not impair these Participants from 

adding liquidity and competing in PIP 

and COPIP auction transactions. The 

Exchange believes it will help promote 

competition by providing incentives for 

market participants to submit customer 

order flow to BOX and thus, create a 

greater opportunity for customers to 

receive additional price improvement 

and access greater liquidity. Further, as 

discussed above, the Exchange is simply 

seeking to relocate certain fees and 

credits already applied to these 

transactions on BOX. As such, the 

Exchange does not believe the proposed 

changes to Section I.B. of the BOX Fee 

Schedule will impose any burden on 

competition not necessary or 

appropriate in furtherance of the 

purposes of the Act. 

Similarly, the Exchange does not 

believe the proposed changes to the 

Facilitation and Solicitation 

Transactions fee structure will burden 

competition by creating such a disparity 

between the fees an initiating 

Participant in the Facilitation and 

Solicitation auction pay and the fees a 

competitive responder pays that would 

result in certain Participants being 

unable to compete with initiators. In 

fact, the Exchange believes that these 

changes will not impair these 

Participants from adding liquidity and 

competing in Facilitation and 

Solicitation auction transactions and 

will help promote competition by 

providing incentives for market 

participants to submit customer order 

flow to BOX and thus, create a greater 

opportunity for customers to receive 

additional price improvement. Further, 

as discussed above, the Exchange is 

simply seeking to relocate certain fees 

and credits already applied to these 

transactions on BOX. As such, the 

Exchange does not believe the proposed 

changes to Section I.C. and Section 

I.C.2. of the BOX Fee Schedule will 

impose any burden on competition not 

necessary or appropriate in furtherance 

of the purposes of the Act. 

Finally, the Exchange notes that it 

operates in a highly competitive market 

in which market participants can 

readily favor competing venues. In such 

an environment, the Exchange must 

continually review, and consider 

adjusting, its fees and credits to remain 

competitive with other exchanges. For 

the reasons described above, the 

Exchange believes that the proposed 

rule change reflects this competitive 

environment. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments were either 

solicited or received. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The foregoing rule change has become 

effective pursuant to Section 

19(b)(3)(A)(ii) of the Exchange Act 20

and Rule 19b–4(f)(2) thereunder,21

because it establishes or changes a due, 

or fee. 

At any time within 60 days of the 

filing of the proposed rule change, the 

Commission summarily may 

temporarily suspend the rule change if 

it appears to the Commission that the 

Federal Register / Vol. 86, No. 15 / Tuesday, January 26, 2021 / Notices 7135 

22 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 90574 

(December 4, 2020), 85 FR 80472. Comments 

received on the proposed rule change are available 

on the Commission’s website at: https://

www.sec.gov/comments/sr-nasdaq-2020-081/ 

srnasdaq2020081.htm. 

4 15 U.S.C. 78s(b)(2). 

5Additionally, the Exchange consented to 

extending to March 11, 2021 the date by which the 

Commission must either approve, disapprove, or 

institute proceedings to determine whether to 

disapprove, the proposed rule change. See letter 

from Jeffrey S. Davis, Senior Vice President and 

Senior Deputy General Counsel, Exchange, to 

Vanessa A. Countryman, Secretary, Commission, 

dated January 8, 2021. 

6 15 U.S.C. 78s(b)(2). 

7 17 CFR 200.30–3(a)(31). 

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

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

action is necessary or appropriate in the 

public interest, for the protection of 

investors, or would otherwise further 

the purposes of the Act. If the 

Commission takes such action, the 

Commission shall institute proceedings 

to determine whether the proposed rule 

should be approved or disapproved. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s internet 

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

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

BOX–2021–01 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Secretary, Securities and Exchange 

Commission, 100 F Street NE, 

Washington, DC 20549–1090. 

All submissions should refer to File 

Number SR–BOX–2021–01. This file 

number should be included on the 

subject line if email is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

internet website (http://www.sec.gov/ 

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for website viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE, 

Washington, DC 20549 on official 

business days between the hours of 

10:00 a.m. and 3:00 p.m. Copies of 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–BOX–2021–01, and should 

be submitted on or before February 16, 

2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.22

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–01585 Filed 1–25–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–90951; File No. SR– 

NASDAQ–2020–081] 

Self-Regulatory Organizations; The 

Nasdaq Stock Market LLC; Notice of 

Designation of a Longer Period for 

Commission Action on a Proposed 

Rule Change To Adopt Listing Rules 

Related to Board Diversity 

January 19, 2021. 

On December 1, 2020, The Nasdaq 

Stock Market LLC (‘‘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 to adopt listing rules related to 

board diversity. The proposed rule 

change was published for comment in 

the Federal Register on December 11, 

2020.3

Section 19(b)(2) of the Act 4 provides 

that within 45 days of the publication of 

notice of the filing of a proposed rule 

change, or within such longer period up 

to 90 days as the Commission may 

designate if it finds such longer period 

to be appropriate and publishes its 

reasons for so finding, or as to which the 

self-regulatory organization consents, 

the Commission shall either approve the 

proposed rule change, disapprove the 

proposed rule change, or institute 

proceedings to determine whether the 

proposed rule change should be 

disapproved. The 45th day after 

publication of the notice for this 

proposed rule change is January 25, 

2021. 

The Commission is extending the 45- 

day time period for Commission action 

on the proposed rule change. The 

Commission finds it appropriate to 

designate a longer period within which 

to take action on the proposed rule 

change so that it has sufficient time to 

consider the proposed rule change and 

the comment letters.5

Accordingly, pursuant to Section 

19(b)(2) of the Act,6 the Commission 

designates March 11, 2021 as the date 

by which the Commission shall either 

approve or disapprove, or institute 

proceedings to determine whether to 

disapprove, the proposed rule change 

(File No. SR–NASDAQ–2020–081). 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.7

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–01589 Filed 1–25–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–90953; File No. SR– 

NYSEArca–2021–05] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change To Amend the NYSE Arca 

Equities Fees and Charges 

January 19, 2021. 

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

Securities Exchange Act of 1934 (the 

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

notice is hereby given that on January 

13, 2021, NYSE Arca, Inc. (‘‘NYSE 

Arca’’ or the ‘‘Exchange’’) filed with the 

Securities and Exchange Commission 

(the ‘‘Commission’’) the proposed rule 

change as described in Items I, II, and 

III below, which Items have been 

prepared by the self-regulatory 

organization. The Commission is 

publishing this notice to solicit 

comments on the proposed rule change 

from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to amend the 

NYSE Arca Equities Fees and Charges 

(‘‘Fee Schedule’’) to (1) eliminate credits