Federal Register / Vol. 88, No. 221 / Friday, November 17, 2023 / Notices 80349 

20See id. 

21See letter from Richard J. McDonald, 

Susquehanna International Group, LLP (October 20, 

2023). 

22See id. 

23 15 U.S.C. 78f(b). In approving this proposed 

rule change, the Commission has considered the 

proposed rule’s impact on efficiency, competition, 

and capital formation. See 15 U.S.C. 78c(f). 

24 15 U.S.C. 78f(b)(5). 

25See supra note 22 and accompanying text. 

26See supra notes 13 and 14, and accompanying 

text. 

27 15 U.S.C. 78f(b)(5). 

28 15 U.S.C. 78s(b)(2). 

29 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

proposal would not be a strain on 

liquidity providers.20

III. Discussion and Commission 

Findings 

The Commission received one 

supportive comment on the proposed 

rule change from a market maker. The 

commenter states that there is a great 

amount of liquidity in the Short Term 

Option Daily Expirations, and they do 

not cause market disruption and may be 

used to hedge more narrowly defined 

risks.21 The commenter expects that the 

proposed Wednesday ETP Expirations 

to exhibit the same characteristics and 

provide the same benefits.22

After careful review, the Commission 

finds that the proposed rule change is 

consistent with the requirements of the 

Act and the rules and regulations 

thereunder applicable to a national 

securities exchange and, in particular, 

with Section 6(b) of the Act.23 The 

Commission finds that the proposed 

rule change is consistent with Section 

6(b)(5) of the Act,24 which requires, 

among other things, that a national 

securities exchange have rules 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. 

As noted above, the Exchange 

currently has Wednesday Expirations 

for SPY, QQQ, and IWM. The Exchange 

proposes to limit the listing of 

additional Wednesday Expirations to 

the five ETPs, which generally have 

similar or lower volatility in terms of 

post-closing and end of day volatility as 

SPY, QQQ, and IWM. And, like SPY, 

QQQ, and IWM, the ETPs have multiple 

highly-correlated instruments available 

for hedging. In addition, the Wednesday 

ETP Expirations will be subject to the 

same rules for Wednesday Expirations 

in SPY, QQQ, and IWM. Further, as 

noted above, the commenter expects 

that the proposed Wednesday ETP 

Expirations to exhibit the same 

characteristics and provide the same 

benefits as existing Short Term Option 

Daily Expirations in SPY, QQQ, and 

IWM.25 The Exchange’s proposal is 

reasonably designed as a limited 

expansion of Wednesday Expirations 

and may provide the investing public 

and other market participants more 

flexibility to closely tailor their 

investment and hedging decisions using 

options on these ETPs, thus allowing 

them to better manage their risk 

exposure. Further, the Exchange has 

represented that it has an adequate 

surveillance program in place to detect 

manipulative trading in the Wednesday 

ETP Expirations and has the necessary 

systems capacity to support the new 

options series.26 The proposal, which 

would overall add a small number of 

Wednesday ETP Expirations by limiting 

the additional Wednesday Expirations 

to five ETPs and to two weeks beyond 

the current week, reasonably balances 

the Exchange’s desire to offer a wider 

array of investment opportunitieswith 

the need to avoid unnecessary 

proliferation of options series. 

Therefore, the Commission finds that 

the proposed rule change is consistent 

with Section 6(b)(5) of the Act 27 and the 

rules and regulations thereunder 

applicable to a national securities 

exchange. 

IV. Conclusion 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Act,28 that the 

proposed rule change (SR–ISE–2023– 

11), be, and hereby is, approved. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.29

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2023–25378 Filed 11–16–23; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–98913; File No. SR– 

CboeBZX–2023–091] 

Self-Regulatory Organizations; Cboe 

BZX Exchange, Inc.; Notice of Filing 

and Immediate Effectiveness of a 

Proposed Rule Change To Amend Its 

Fee Schedule 

November 13, 2023. 

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 November 

1, 2023, Cboe BZX Exchange, Inc. (the 

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

Securities and Exchange Commission 

(the ‘‘Commission’’) the proposed rule 

change as described in Items I, II, and 

III below, which Items have been 

prepared by the Exchange. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

Cboe BZX Exchange, Inc. (the 

‘‘Exchange’’ or ‘‘BZX’’) proposes to 

amend its Fee Schedule. The text of the 

proposed rule change is provided in 

Exhibit 5. 

The text of the proposed rule change 

is also available on the Exchange’s 

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

options/regulation/rule_filings/bzx/), at 

the Exchange’s Office of the Secretary, 

and at the Commission’s Public 

Reference Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

Exchange included statements 

concerning the purpose of and basis for 

the proposed rule change and discussed 

any comments it received on the 

proposed rule change. The text of these 

statements may be examined at the 

places specified in Item IV below. The 

Exchange has prepared summaries, set 

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

the most significant aspects of such 

statements. 


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3See Cboe Global Markets U.S. Options Monthly 

Market Volume Summary (October 30, 2023), 

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

market_statistics/. 

4 ‘‘ADAV’’ means average daily added volume 

calculated as the number of contracts added. 

5 ‘‘OCV’’ means the total equity and ETF options 

volume that clears in the Customer range at the 

Options Clearing Corporation (‘‘OCC’’) for the 

month for which the fees apply, excluding volume 

on any day that the Exchange experiences an 

Exchange System Disruption and on any day with 

a scheduled early market close. 

6 ‘‘TCV’’ means total consolidated volume 

calculated as the volume reported by all exchanges 

and trade reporting facilities to a consolidated 

transaction reporting plan for the month for which 

the fees apply. 

7 ‘‘Lead Market Maker’’ means a Market Maker 

registered with the Exchange for a particular LMM 

Security that has committed to maintain Minimum 

Performance Standards in the LMM Security. See 

Rule 11.8(e). 

8As part of this proposed rule change, the 

Exchange proposes to rename this Market Maker 

Cross-Asset Tier as Market Maker Cross-Asset Tier 

1. 

9The Exchange proposes to add this Tier as 

described in the table in Footnote 6 and to the 

amounts of the rebates in the Standard Rates table. 

10 15 U.S.C. 78f(b). 

11 15 U.S.C. 78f(b)(5). 

12 Id. 

13 15 U.S.C. 78f(b)(4). 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to amend its 

Fee Schedule, effective November 1, 

2023. 

The Exchange first notes that it 

operates in a highly competitive market 

in which market participants can 

readily direct order flow to competing 

venues if they deem fee levels at a 

particular venue to be excessive or 

incentives to be insufficient. More 

specifically, the Exchange is only one of 

17 options venues to which market 

participants may direct their order flow. 

Based on publicly available information, 

no single options exchange has more 

than 17% of the market share.3 Thus, in 

such a low-concentrated and highly 

competitive market, no single options 

exchange, including the Exchange, 

possesses significant pricing power in 

the execution of option order flow. The 

Exchange believes that the ever-shifting 

market share among the exchanges from 

month to month demonstrates that 

market participants can shift order flow 

or discontinue to reduce use of certain 

categories of products, in response to fee 

changes. Accordingly, competitive 

forces constrain the Exchange’s 

transaction fees, and market participants 

can readily trade on competing venues 

if they deem pricing levels at those 

other venues to be more favorable. In 

response to competitive pricing, the 

Exchange, like other options exchanges, 

offers rebates and assesses fees for 

certain order types executed on or 

routed through the Exchange. 

The Exchange’s fee schedule sets forth 

standard rebates and rates applied per 

contract. For example, the Exchange 

provides a rebate of $0.29 per contract 

for Market Maker orders that add 

liquidity in Penny Securities, yielding 

fee code PM. Additionally, in response 

to the competitive environment, the 

Exchange also offers tiered pricing, 

which provides Members opportunities 

to qualify for higher rebates or reduced 

fees where certain volume criteria and 

thresholds are met. Tiered pricing 

provides an incremental incentive for 

Members to strive for higher tier levels, 

which provides increasingly higher 

benefits or discounts for satisfying 

increasingly more stringent criteria. For 

example, the Exchange currently offers 

five Market Maker Penny Add Volume 

Tiers (‘‘MM Penny Add Tier’’) under 

footnote 6 of the Fee Schedule which 

provide rebates between $0.31 and 

$0.43 per contract for qualifying Market 

Maker orders which meet certain add 

liquidity thresholds and yield fee code 

PM. 

The Exchange proposes to amend the 

criteria for one of the MM Penny Add 

Tiers, specifically the Market Maker 

Cross-Asset Add Tier, which requires 

participation on the Exchange’s equities 

platform (‘‘BZX Equities’’). Under this 

tier, the Exchange currently provides a 

rebate of $0.38 per contract where a 

Member (1) has an ADAV 4 in Market 

Maker orders greater than or equal to 

0.05% of average OCV; 5 (2) has on BZX 

Equities an ADAV greater than or equal 

to 0.35% of average TCV; 6 and (3) is the 

Lead Market Maker (‘‘LMM’’) 7 on BZX 

Equities in at least 50 equity symbols. 

The Exchange proposes to amend the 

criteria for this Market Maker CrossAsset Add Tier.8 Under the proposed 

criteria, the Exchange will provide a 

rebate of $0.38 per contract where a 

Member (1) has an ADAV in Market 

Maker orders greater than or equal to 

0.10% of average OCV; (2) has on BZX 

Equities an ADAV greater than or equal 

to 0.40% of average TCV; and (3) is the 

LMM on BZX Equities in at least 50 

equity symbols. 

Additionally, the Exchange proposes 

to adopt a new MM Penny Add Tier, 

specifically Market Maker Cross-Asset 

Add Tier 2, which also requires 

participation on BZX Equities.9 Under 

the proposed tier, the Exchange would 

provide a rebate of $0.39 per contract 

where a Member (1) has an ADAV in 

Market Maker orders greater than or 

equal to 0.20% of average OCV; (2) has 

on BZX Equities an ADAV greater than 

or equal to 0.45% of average TCV; and 

(3) is the LMM on BZX Equities in at 

least 50 equity symbols. 

The Exchange believes the amended 

tier criteria for Market Maker CrossAsset Tier 1 and the proposed Market 

Maker Cross-Asset Tier 2, along with the 

existing MM Penny Add Tiers, continue 

to provide an incremental incentive for 

Members to strive for the highest tier 

levels, which provide increasingly 

higher rebates for such transactions. The 

proposed thresholds for Market Maker 

Cross-Asset Tiers 1 and 2 include 

thresholds relating to ADAV in Market 

Maker orders and cross-asset thresholds, 

which are designed to incentivize 

Members to achieve certain levels of 

participation on both the Exchange’s 

options and equities platforms. Overall, 

the MM Penny Add Tiers, including the 

Market Maker Cross-Asset Tiers, are 

designed to encourage Members to 

increase their order flow, thereby 

contributing to a deeper and more liquid 

market, which benefits all market 

participants and provides greater 

execution opportunities on the 

Exchange. 

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.10 Specifically, 

the Exchange believes the proposed rule 

change is consistent with the section 

6(b)(5) 11 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. 

Additionally, the Exchange believes the 

proposed rule change is consistent with 

the section 6(b)(5) 12 requirement that 

the rules of an exchange not be designed 

to permit unfair discrimination between 

customers, issuers, brokers, or dealers. 

The Exchange also believes the 

proposed rule change is consistent with 

section 6(b)(4) of the Act,13 which 

requires that Exchange rules provide for 

the equitable allocation of reasonable 


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14See e.g., Cboe EDGX U.S. Options Exchange 

Fee Schedule, Footnote 2, Market Maker Volume 

Tiers, which provide reduced fees between $0.02 

and $0.17 per contract for Market Maker Penny and 

Non-Penny orders where Members meet certain 

volume thresholds. 

15See e.g., Cboe BZX U.S. Options Exchange Fee 

Schedule, Footnotes 6 and 7, Market Maker Penny 

and Non-Penny Volume Tiers which provide 

enhanced rebates for Market Maker orders where 

Members meet certain volume thresholds. 

dues, fees, and other charges among its 

Trading Permit Holders and other 

persons using its facilities. 

In particular, the Exchange believes 

the proposed changes to the MM Penny 

Add Tiers are reasonable because they 

provide additional opportunities for 

Members to receive a rebate by 

providing alternative criteria for which 

they can reach. The Exchange notes that 

volume-based incentives and discounts 

have been widely adopted by 

exchanges,14 including the Exchange,15

and are reasonable, equitable and nondiscriminatory because they are open to 

all Members on an equal basis and 

provide additional benefits or discounts 

that are reasonably related to (i) the 

value to an exchange’s market quality 

and (ii) associated higher levels of 

market activity, such as higher levels of 

liquidity provision and/or growth 

patterns. Additionally, as noted above, 

the Exchange operates in a highly 

competitive market. The Exchange is 

only one of several options venues to 

which market participants may direct 

their order flow, and it represents a 

small percentage of the overall market. 

Competing options exchanges offer 

similar tiered pricing structures to that 

of the Exchange, including schedules of 

rebates and fees that apply based upon 

Members achieving certain volume and/ 

or growth thresholds. These competing 

pricing schedules, moreover, are 

presently comparable to those that the 

Exchange provides. 

Moreover, the Exchange believes the 

proposed MM Penny Add Tier, namely 

Market Maker Cross-Asset Tier 2, is a 

reasonable means to encourage 

Members to increase their liquidity on 

the Exchange and also their 

participation on BZX Equities. The 

Exchange believes that adopting tiers 

with alternative criteria to the existing 

MM Penny Add Tiers may encourage 

those Members who could not 

previously achieve the criteria under 

existing MM Penny Add Tiers to 

increase their order flow on BZX 

Options and Equities. 

For example, the proposed CrossAsset Tier 2 would provide an 

opportunity for Members who have an 

ADAV in Market Maker orders of at 

least 0.20% of average OCV, but less 

than the more stringent 0.45% of 

average OCV (the requirement under 

current Tier 3), to receive a higher 

rebate than they may currently receive 

but equal or slightly lower than the 

rebate they would receive for reaching 

the more stringent criteria under current 

Tiers 3 through 4, if they also meet the 

threshold requirements based on BZX 

Equities participation. Similarly, for 

Market Makers that participate on both 

BZX Options and Equities, and do not 

currently meet the 0.35% ADAV 

threshold under current Tier 2, but can 

or do meet the proposed equities 

thresholds, the proposed tier may 

incentivize those participants to grow 

their options volume in order to receive 

enhanced rebates. Increased liquidity 

benefits all investors by deepening the 

Exchange’s liquidity pool, offering 

additional flexibility for all investors to 

enjoy cost savings, supporting the 

quality of price discovery, promoting 

market transparency and improving 

investor protection. The Exchange also 

believes that proposed enhanced rebate 

is reasonable based on the difficulty of 

satisfying the tier’s criteria and ensures 

the proposed rebate and thresholds 

appropriately reflect the incremental 

difficulty to achieve the existing MM 

Penny Add Tiers. 

The proposed enhanced rebate 

amounts also do not represent a 

significant departure from the enhanced 

rebates currently offered under the 

Exchange’s existing MM Penny Add 

Tiers. Indeed, the proposed enhanced 

rebate amount under the proposed 

Cross-Asset Add Tier 2 ($0.39) is 

incrementally higher than current Tiers 

1 and 2 ($0.31 and $0.38, respectively), 

which the Exchange believes offer 

slightly less stringent criteria than the 

proposed Cross-Asset Add Tier 2, but is 

incrementally lower than the rebate 

offered under existing Tier 4 ($0.43), 

which the Exchange believes is more 

stringent than the proposed criteria 

under the proposed Cross-Asset Tier 2. 

Similarly, the proposed enhanced rebate 

amount under the proposed Cross-Asset 

Tier 2 ($0.39) is the same as current Tier 

3 ($0.39), which the Exchange believes 

reflects a similar level of difficulty but 

using alternative types of criteria. 

Finally, the proposed enhanced rebate 

amount under the proposed Cross-Asset 

Tier 2 ($0.39) is incrementally higher 

than the rebate offered under existing 

Cross-Asset Add Tier 1, which the 

Exchange believes is less stringent than 

the proposed criteria than the proposed 

Cross-Asset Add Tier 2. The Exchange 

also notes that the proposed rebates 

remain within the range of the enhanced 

rebates offered under the current MM 

Penny Add Tiers (i.e., $0.31–$0.43). 

Further, the Exchange believes that 

the amended criteria for Market Maker 

Cross-Asset Tier 1 is a reasonable, as 

such changes are designed to encourage 

Members to increase their liquidity on 

the Exchange and also their 

participation on BZX Equities to 

continue to achieve the rebate offered 

under Market Maker Cross-Asset Tier 1. 

The Exchange notes that increased 

Market Maker activity (including 

LMMs), particularly, facilitates tighter 

spreads and an increase in overall 

liquidity provider activity, both of 

which signal additional corresponding 

increase in order flow from other market 

participants, contributing towards a 

robust, well-balanced market ecosystem. 

Indeed, increased overall order flow 

benefits investors across both the 

Exchange’s options and equities 

platforms by continuing to deepen the 

Exchange’s liquidity pool, potentially 

providing even greater execution 

incentives and opportunities, offering 

additional flexibility for all investors to 

enjoy cost savings, supporting the 

quality of price discovery, promoting 

market transparency and improving 

investor protection. 

The Exchange believes that the 

proposal represents an equitable 

allocation of fees and is not unfairly 

discriminatory because it applies 

uniformly to all Market Makers. 

Additionally, a number of Market 

Makers have a reasonable opportunity to 

satisfy the criteria of the proposed 

Cross-Asset Add Tier 2, which the 

Exchange believes is less stringent than 

the existing MM Penny Add Tiers 3 and 

4, and the criteria of Cross-Asset Add 

Tier 1, as amended, which the Exchange 

believes is less stringent than MM 

Penny Add Tier 1. While the Exchange 

has no way of knowing whether this 

proposed rule change would 

definitively result in any particular 

Market Maker qualifying for the 

proposed tiers, the Exchange anticipates 

that approximately one Market Maker 

will be able to compete for and achieve 

the proposed criteria of Cross-Asset Add 

Tier 1 and approximately one Market 

Maker will be able to compete for and 

achieve the proposed criteria of the 

proposed Cross-Asset Add Tier 2; 

however, the proposed tiers are open to 

any Market Maker that satisfies the 

applicable tiers’ criteria. The Exchange 

believes the proposed tiers could 

provide an incentive for other Members 

to submit additional liquidity on BZX 

Options and Equities to qualify for the 

proposed enhanced rebates. To the 

extent a Member participates on the 

Exchange but not on BZX Equities, the 

Exchange does believe that the proposal 


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80352 Federal Register / Vol. 88, No. 221 / Friday, November 17, 2023 / Notices 

16Securities Exchange Act Release No. 51808, 70 

FR 37495, 37498–99 (June 29, 2005) (S7–10–04) 

(Final Rule). 

17See supra note 3. 

18See Securities Exchange Act Release No. 51808 

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

19NetCoalition v. SEC, 615 F.3d 525, 539 (D.C. 

Cir. 2010) (quoting Securities Exchange Act Release 

No. 59039 (December 2, 2008), 73 FR 74770, 74782– 

83 (December 9, 2008) (SR–NYSEArca–2006–21)). 

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

21 17 CFR 240.19b–4(f). 

is still reasonable, equitably allocated 

and non-discriminatory with respect to 

such Member based on the overall 

benefit to the Exchange resulting from 

the success of BZX Equities. 

Particularly, the Exchange believes such 

success allows the Exchange to continue 

to provide and potentially expand its 

existing incentive programs to the 

benefit of all participants on the 

Exchange, whether they participate on 

BZX Equities or not. The proposed 

pricing program is also fair and 

equitable in that membership in BZX 

Equities is available to all market 

participants, which would provide them 

with access to the benefits on BZX 

Equities provided by the proposed 

change, even where a member of BZX 

Equities is not necessarily eligible for 

the proposed enhanced rebates on the 

Exchange. 

The Exchange also notes that it does 

not believe the proposed tier will 

adversely impact any Member’s pricing 

or ability to qualify for other tiers. 

Rather, should a Member not meet the 

proposed criteria, the Member will 

merely not receive the proposed 

enhanced rebate, and has four 

alternative choices to aim to achieve 

under the MM Penny Add Tiers. 

Furthermore, the proposed enhanced 

rebate would apply to all Members that 

meet the required criteria under 

proposed tier. 

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. The 

Exchange does not believe the proposed 

changes to the MM Penny Add Tiers 

will impose any burden on intramarket 

competition. Particularly, the proposed 

change applies uniformly to all Market 

Makers. As discussed above, to the 

extent a Member participates on the 

Exchange but not on BZX Equities, the 

Exchange notes that the proposed 

changes can provide an overall benefit 

to the Exchange resulting from the 

success of BZX Equities. Such success 

enables the Exchange to continue to 

provide and potentially expand its 

existing incentive programs to the 

benefit of all participants on the 

Exchange, whether they participate on 

BZX Equities or not. The proposed 

pricing program is also fair and 

equitable in that membership in BZX 

Equities is available to all market 

participants. Additionally, the proposed 

change is designed to attract additional 

order flow to the Exchange and BZX 

Equities. Greater liquidity benefits all 

market participants on the Exchange by 

providing more trading opportunities 

and encourages Members to send orders, 

thereby contributing to robust levels of 

liquidity, which benefits all market 

participant. As a result, the Exchange 

believes that the proposed change 

furthers the Commission’s goal in 

adopting Regulation NMS of fostering 

competition among orders, which 

promotes ‘‘more efficient pricing of 

individual stocks for all types of orders, 

large and small.’’ 16

The Exchange does not believe that 

the proposed rule changes will impose 

any burden on intermarket competition 

that is not necessary or appropriate in 

furtherance of the purposes of the Act. 

As previously discussed, the Exchange 

operates in a highly competitive market. 

Members have numerous alternative 

venues that they may participate on and 

direct their order flow, including 17 

other options exchanges and offexchange venues. Additionally, the 

Exchange represents a small percentage 

of the overall market. Based on publicly 

available information, no single options 

exchange has more than 17% of the 

market share.17 Therefore, no exchange 

possesses significant pricing power in 

the execution of option order flow. 

Indeed, participants can readily choose 

to send their orders to other exchange 

and off-exchange venues if they deem 

fee levels at those other venues to be 

more favorable. Moreover, the 

Commission has repeatedly expressed 

its preference for competition over 

regulatory intervention in determining 

prices, products, and services in the 

securities markets. Specifically, in 

Regulation NMS, the Commission 

highlighted the importance of market 

forces in determining prices and SRO 

revenues and, also, recognized that 

current regulation of the market system 

‘‘has been remarkably successful in 

promoting market competition in its 

broader forms that are most important to 

investors and listed companies.’’ 18 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’ . . . .’’.19 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 has become 

effective pursuant to section 19(b)(3)(A) 

of the Act 20 and paragraph (f) of Rule 

19b–4 21 thereunder. At any time within 

60 days of the filing of the proposed rule 

change, the Commission summarily may 

temporarily suspend such rule change if 

it appears to the Commission that such 

action is necessary or appropriate in the 

public interest, for the protection of 

investors, or otherwise in furtherance of 

the purposes of the Act. If the 

Commission takes such action, the 

Commission will institute proceedings 

to determine whether the proposed rule 

change should be approved or 

disapproved. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s internet 

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

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include file number SR– 

CboeBZX–2023–091 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Secretary, Securities and Exchange 


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22 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). 

5Options overlying Standard and Poor’s 

Depositary Receipts/SPDRs (‘‘SPY’’) are based on 

the SPDR exchange-traded fund (‘‘ETF’’), which is 

designed to track the performance of the S&P 500 

Index. 

Commission, 100 F Street NE, 

Washington, DC 20549–1090. 

All submissions should refer to file 

number SR–CboeBZX–2023–091. 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 

a.m. and 3 p.m. Copies of the filing also 

will be available for inspection and 

copying at the principal office of the 

Exchange. Do not include personal 

identifiable information in submissions; 

you should submit only information 

that you wish to make available 

publicly. We may redact in part or 

withhold entirely from publication 

submitted material that is obscene or 

subject to copyright protection. All 

submissions should refer to file number 

SR–CboeBZX–2023–091 and should be 

submitted on or before December 8, 

2023. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.22

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2023–25383 Filed 11–16–23; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–98906; File No. SR–BOX– 

2023–25] 

Self-Regulatory Organizations; BOX 

Exchange LLC; Notice of Filing and 

Immediate Effectiveness of a Proposed 

Rule Change To Amend the Fee 

Schedule for Trading on the BOX 

Options Market LLC Facility To Amend 

Sections IV.A (Non-Auction 

Transactions) and IV.A.1 (Tiered 

Volume Rebate for Non-Auction 

Transactions) 

November 13, 2023. 

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 November 

1, 2023, 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 Section IV.A (Non-Auction 

Transactions) and Section IV.A.1 

(Tiered Volume Rebate for Non-Auction 

Transactions) of the Fee Schedule on 

the BOX Options Market LLC (‘‘BOX’’) 

options 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 https://

rules.boxexchange.com/rulefilings. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

Exchange included statements 

concerning the purpose of and basis for 

the proposed rule change and discussed 

any comments it received on the 

proposed rule change. The text of these 

statements may be examined at the 

places specified in Item IV below. The 

Exchange has prepared summaries, set 

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

the most significant aspects of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to amend 

Section IV.A (Non-Auction 

Transactions) and Section IV.A.1 

(Tiered Volume Rebate for Non-Auction 

Transactions) of the BOX Fee Schedule. 

First, the Exchange proposes to increase 

Public Customer taker fees on 

transactions for options overlying the 

Standard and Poor’s Depositary Receipts 

Trust (‘‘SPY’’) in Section IV.A.5 Next, 

the Exchange proposes to reduce Tier 4 

rebates and establish a new Tier 5 in the 

Tiered Volume Rebate for Non-Auction 

Transactions for Percentage National 

Customer Volume in Multiply-Listed 

Options Classes. 

Non-Auction Transactions 

In Section IV.A of the BOX Fee 

Schedule, fees and credits for Electronic 

Non-Auction Transactions are assessed 

depending on three factors: (i) the 

account type of the Participant 

submitting the order; (ii) whether the 

Participant is a liquidity provider or 

liquidity taker; and (iii) the account type 

of the contra party. Currently, when a 

Public Customer SPY order is a liquidity 

taker contra to a Professional Customer, 

Broker Dealer, or a Market Maker, the 

Public Customer is assessed no fee. The 

Exchange now proposes to increase 

Public Customer taker fees on SPY NonAuction Transactions. Accordingly, 

when a Public Customer SPY order is a 

liquidity taker contra to a Professional 

Customer, Broker Dealer, or a Market 

Maker, the Public Customer will be 

assessed a fee of $0.10. 

Tiered Volume Rebate for Non-Auction 

Transactions 

The Exchange also proposes to amend 

Section IV.A.1 of the Fee Schedule. 

Specifically, the Exchange proposes to 

add a Tier and to adjust the Percentage 

Thresholds of National Customer 

Volume in Multiply-Listed Options 

Classes. Currently, Public Customers 


khammond on DSKJM1Z7X2PROD with NOTICES