[Federal Register Volume 89, Number 201 (Thursday, October 17, 2024)]
[Notices]
[Pages 83743-83748]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-23900]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-101300; File No. SR-BX-2024-038]


Self-Regulatory Organizations; Nasdaq BX, Inc.; Notice of Filing 
and Immediate Effectiveness of Proposed Rule Change To Amend BX Options 
7, Section 2

October 10, 2024
    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 September 27, 2024, Nasdaq BX, Inc. (``BX'' or ``Exchange'') filed 
with the

[[Page 83744]]

Securities and Exchange Commission (``Commission'') a 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.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to amend the Exchange's Pricing Schedule at 
Options 7, Section 2(1).
    While the changes proposed herein are effective upon filing, the 
Exchange has designated that the amendments be operative on October 1, 
2024.
    The text of the proposed rule change is available on the Exchange's 
website at https://listingcenter.nasdaq.com/rulebook/bx/rules, at the 
principal office of the Exchange, 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 Exchange proposes to amend a number of incentives for Lead 
Market Makers (``LMMs''),\3\ Market Makers (``MMs''),\4\ and Customers 
\5\ at BX Options 7, Section 2(1).
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    \3\ The term ``Lead Market Maker'' or (``LMM'') applies to a 
registered BX Options Market Maker that is approved pursuant to 
Options 2, Section 3 to be the LMM in an options class (options 
classes). See Options 7, Section 1(c).
    \4\ The term ``BX Options Market Maker'' or (``M'') is a 
Participant that has registered as a Market Maker on BX Options 
pursuant to Options 2, Section 1, and must also remain in good 
standing pursuant to Options 2, Section 9. In order to receive 
Market Maker pricing in all securities, the Participant must be 
registered as a BX Options Market Maker in at least one security. 
See Options 7, Section 1(c).
    \5\ The term ``Customer'' or (``C'') applies to any transaction 
that is identified by a Participant for clearing in the Customer 
range at The Options Clearing Corporation (``OCC'') which is not for 
the account of broker or dealer or for the account of a 
``Professional'' (as that term is defined in Options 1, Section 
1(a)(48)). See Options 7, Section 1(c).
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    Today, in Penny Symbols, the Exchange pays the following Maker 
Rebates: Lead Market Makers a Maker Rebate of $0.24 per contract; 
Market Makers a Maker Rebate of $0.20 per contract; Non-Customer \6\ 
and Firm \7\ a Maker Rebate of $0.12 per contract; and Customer a Maker 
Rebate of $0.30 per contract. Today, in Penny Symbols, the Exchange 
pays the following Taker Fees: Lead Market Makers, Market Makers, Non-
Customer and Firm a Taker Fee of $0.50 per contract; and Customer a 
Taker Fee of $0.40 per contract.
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    \6\ The term ``Non-Customer'' applies to transactions for the 
accounts of Lead Market Makers, Market Makers, Firms, Professionals, 
Broker-Dealers and JBOs. See Options 7, Section 1(c).
    \7\ The term ``Firm'' applies to any transaction that is 
identified by a member or member organization for clearing in the 
Firm range at OCC. See Options 7, Section 1(c).
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    Today, in Non-Penny Symbols, the Exchange pays the following Maker 
Rebates/Fees: Lead Market Makers a Maker Rebate of $0.45 per contract; 
Market Makers a Maker Rebate of $0.40 per contract; Non-Customer and 
Firm a Maker Fee of $0.45 per contract; and Customer a Maker Rebate of 
$1.10 per contract. Today, in Non-Penny Symbols, the Exchange pays the 
following Taker Fees: Lead Market Makers, Market Makers, Non-Customer 
and Firm a Taker Fee of $1.25 per contract; and Customer a Taker Fee of 
$0.79 per contract.
Note 2 Incentive
    The Exchange proposes to amend the incentives in note 2 of Options 
7, Section 2(1) that currently provide:

    Lead Market Makers and Market Makers that either (1) execute 
more than 0.45% Customer Total Consolidated Volume (``TCV'') per day 
which adds liquidity in a given month (excluding Lead Market Maker 
and Market Maker volume which adds liquidity in SPY), or (2) 
increase their combined Lead Market Maker and Market Maker volume 
which adds liquidity in a given month by at least 70% above their 
March 2024 volume as measured by a percentage of TCV (excluding Lead 
Market Maker and Market Maker volume which adds liquidity in SPY), 
will receive the following incentives: (i) an additional $0.05 per 
contract Maker Rebate in Penny Symbols excluding SPY, (ii) an 
additional $0.01 per contract Maker Rebate in SPY, and (iii) an 
additional $0.24 per contract Maker Rebate in Non-Penny Symbols. 
Lead Market Makers and Market Makers with no volume in the add 
liquidity segment for the month of March 2024 may qualify for the 
additional Maker Rebates by having any new volume (excluding SPY 
volume) considered as added volume. This note 2 incentive will be 
available through September 30, 2024.

    Proposed note 2 provides LMMs and MMs two separate paths to receive 
the additional Maker Rebates described above. The first path is based 
on liquidity adding volume on BX as a percentage of Customer Total 
Consolidated Volume, which is defined as the total national volume 
cleared at The Options Clearing Corporation in the Customer range in 
equity and ETF options in that month.\8\ The first path is based on a 
percentage of industry volume in recognition of the fact that the 
volume executed by a Member may rise or fall with industry volume.
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    \8\ See Options 7, Section 1(a).
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    The second path is a growth incentive aimed at rewarding LMMs and 
MMs to grow the extent of their liquidity adding activity on the 
Exchange over time, relative to a benchmark month. Currently, LMMs and 
MMs who did not have any combined Lead Market Maker and Market Maker 
add liquidity volume for the month of March 2024 (and therefore lack 
March 2024 baseline volume against which to measure subsequent growth) 
would meet the proposed growth requirement through whatever volume of 
LMM and MM add liquidity activity (excluding in SPY) during the first 
month of use.\9\ Growth incentives in general are designed to further 
encourage Members to increase their order flow to the Exchange, which 
contributes to a deeper, more liquid market and provides even more 
execution opportunities for market participants. Increased overall 
order flow benefits all market participants by contributing towards a 
robust and well-balanced market ecosystem. Other options exchanges have 
utilized substantially similar growth incentives.\10\ The Exchange 
notes that it excludes LMM and MM liquidity adding volume in SPY from 
both paths because SPY is the most actively traded symbol on BX, and 
the Exchange believes that LMMs and MMs are incentivized to bring SPY 
liquidity

[[Page 83745]]

adding volume on BX despite the exclusion of SPY volume from the note 2 
qualifications. Further, today, the Exchange is encouraging SPY 
liquidity adding volume separately through the proposed additional 
$0.01 per contract Maker Rebate in SPY described above. Currently, the 
proposed note 2 incentives are through September 30, 2024. The Exchange 
believes that this ensures that the note 2 incentives--notably the 
growth incentive using the benchmark month (i.e., March 2024) against 
which LMM and MM growth would be measured--are timely and meet the 
intended purpose of encouraging increased order flow and liquidity 
adding activity.
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    \9\ As discussed below, the note 2 incentives sunset on 
September 30, 2024 (including the growth incentive). Today, the 
Exchange uses this time period to evaluate the proposed growth 
incentive criteria to determine whether the parameters are 
appropriately designed to incentivize LMMs and MMs in the intended 
manner.
    \10\ See, e.g., Securities Exchange Act Release Nos. 97148 
(March 15, 2023), 88 FR 17068 (March 21, 2023) (SR-MRX-2023-07) 
(establishing growth incentive for MRX Market Makers); and 97440 
(May 5, 2023), 88 FR 30370 (May 11, 2023) (SR-MRX-2023-08) (adding 
an expiration date for the MRX growth incentive). MRX subsequently 
eliminated this growth incentive upon reaching the expiration date. 
See Securities Exchange Act Release No. 97800 (June 26, 2023), 88 FR 
42409 (June 30, 2023) (SR-MRX-2023-11).
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    At this time, the Exchange proposes to amend note 2 to change the 
March 2024 baseline volume against which to measure subsequent growth 
to September 2024. Similar to the prior note incentive, the Exchange 
will sunset the proposed note 2 incentives after six months, in this 
case April 30, 2025. The Exchange believes that the note 2 incentives 
will continue to encourage Members to send order flow to BX.
Note 4 Incentive
    The Exchange proposes to amend the incentives in note 4 in Options 
7, Section 2(1) that currently provide:

    Participants that increase their executed Customer volume which 
removes liquidity in a given month by at least 70% above their March 
2024 volume as measured by a percentage of TCV will receive a Taker 
Fee discount of $0.05 per contract in Penny Symbols excluding AAPL, 
SPY, QQQ, and IWM. Participants with no Customer volume in the 
remove liquidity segment for the month of March 2024 may qualify for 
the Taker Fee discount by having any new volume considered as added 
volume. This note 4 incentive will be available through April 30, 
2025.

    Currently, the growth incentives in note 4 of Options 7, Section 
2(1) have similar qualifications as the growth incentive in note 2 in 
that Members are measured relative to a benchmark month. Specifically, 
Members that increase their executed Customer volume which removes 
liquidity in a given month by at least 70% above their March 2024 
volume as measured by a percentage of TCV receive a Taker Fee discount 
of $0.05 per contract in Penny Symbols excluding AAPL, SPY, QQQ, and 
IWM. Accordingly, qualifying Members are paid a Customer Taker Fee of 
$0.35 (instead of $0.40) per contract in Penny Symbols. The Exchange 
excludes AAPL, SPY, QQQ, and IWM from the note 4 incentive because 
Members are already paying lower Customer Taker Fees of $0.33 per 
contract for those symbols today.\11\ The note 4 incentive Members to 
grow the extent of their Customer liquidity removing activity on the 
Exchange over time, relative to a benchmark month. Members with no 
Customer volume in the remove liquidity segment for the month of March 
2024 may qualify for the Taker Fee discount by having any new volume 
considered as added volume. Similar to the note 2 incentive proposed 
above, Members who did not have the requisite volume for the month of 
March 2024 (and therefore lack March 2024 baseline volume against which 
to measure subsequent growth) would meet the proposed growth 
requirement through whatever volume in the required segment during the 
first month of use. The Exchange believes that the growth incentive in 
note 4 encourages increased Customer order flow to the Exchange, which 
contributes to a deeper, more liquid market and provides even more 
execution opportunities for market participants. Similar to the note 2 
incentive above, the note 4 incentive sunsets on September 30, 2024.
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    \11\ See Options 7, Section 2(1), note 1.
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    At this time, the Exchange proposes to amend note 4 to change the 
March 2024 baseline volume against which to measure subsequent growth 
to September 2024. Similar to the prior note incentive, the Exchange 
will sunset the proposed note 4 incentives after six months, in this 
case April 30, 2025. The Exchange believes that the note 4 incentives, 
as amended, would ensure that the proposed growth incentive is timely 
and meets the intended purpose of encouraging increased order flow and 
Customer liquidity removing activity.
2. Statutory Basis
    The Exchange believes that its proposal is consistent with Section 
6(b) of the Act,\12\ in general, and furthers the objectives of 
Sections 6(b)(4) and 6(b)(5) of the Act,\13\ in particular, in that it 
provides for the equitable allocation of reasonable dues, fees and 
other charges among members and issuers and other persons using any 
facility, and is not designed to permit unfair discrimination between 
customers, issuers, brokers, or dealers.
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    \12\ 15 U.S.C. 78f(b).
    \13\ 15 U.S.C. 78f(b)(4) and (5).
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    The Exchange's proposed changes to its schedule of credits are 
reasonable in several respects. As a threshold matter, the Exchange is 
subject to significant competitive forces in the market for options 
securities transaction services that constrain its pricing 
determinations in that market. The fact that this market is competitive 
has 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 broker-dealers 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'. . . .'' \14\
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    \14\ NetCoalition 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)).
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    The Commission and the courts have repeatedly expressed their 
preference for competition over regulatory intervention in determining 
prices, products, and services in the securities markets. In Regulation 
NMS, while adopting a series of steps to improve the current market 
model, 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.'' \15\
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    \15\ Securities Exchange Act Release No. 51808 (June 9, 2005), 
70 FR 37496, 37499 (June 29, 2005) (``Regulation NMS Adopting 
Release'').
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    Numerous indicia demonstrate the competitive nature of this market. 
For example, clear substitutes to the Exchange exist in the market for 
options security transaction services. The Exchange is only one of 
eighteen options exchanges to which market participants may direct 
their order flow. Within this environment, market participants can 
freely and often do shift their order flow among the Exchange and 
competing venues in response to changes in their respective pricing 
schedules. As such, the proposal represents a reasonable attempt by the 
Exchange to increase its liquidity and market share relative to its 
competitors.
Note 2 Incentive
    The Exchange believes that the amended note 2 incentives are 
reasonable for several reasons. As discussed above, note 2 would 
continue to provide LMMs and MMs two separate paths to receive the 
proposed additional Maker Rebates of (i) $0.05 per contract

[[Page 83746]]

in Penny Symbols excluding SPY,\16\ (ii) $0.01 per contract in SPY,\17\ 
and (iii) $0.24 per contract in Non-Penny Symbols.\18\ The first path 
would be based on liquidity adding volume on BX as a percentage of 
Customer Total Consolidated Volume (i.e., TCV).\19\ The Exchange 
believes that the total industry percentage threshold is reasonable in 
order to align with increasing LMM and MM activity on BX over time. The 
Exchange is proposing to base the first path on a percentage of 
industry volume in recognition of the fact that the volume executed by 
a Member may rise or fall with industry volume. A percentage of 
industry volume calculation allows the proposed qualifications in note 
2 to be calibrated to current market volumes rather than requiring a 
static amount of volume regardless of market conditions. The proposed 
threshold of 0.45% Customer Total Consolidated Volume is generally 
intended to reward LMMs and MMs for executing more liquidity adding 
volume on BX. To the extent such activity is increased by this 
proposal, market participants may increasingly compete for the 
opportunity to trade on Exchange to the benefit of all market 
participants. As noted above, total industry percentage thresholds are 
established concepts within the Pricing Schedules of BX's 
affiliates.\20\
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    \16\ Accordingly, qualifying LMMs and MMs would receive a total 
of $0.29 per contract (LMMs) and $0.25 per contract (MMs) in Penny 
Symbols excluding SPY.
    \17\ Accordingly, qualifying LMMs and MMs would receive a total 
of $0.25 per contract (LMMs) and $0.21 per contract (MMs) in SPY.
    \18\ Accordingly, qualifying LMMs and MMs would receive a total 
of $0.69 per contract (LMMs) and $0.64 per contract (MMs) in Non-
Penny Symbols.
    \19\ In particular, LMMs and MMs that execute more than 0.45% 
Customer Total Consolidated Volume (``TCV'') per day which adds 
liquidity in a given month (excluding Lead Market Maker and Market 
Maker volume which adds liquidity in SPY) would receive the proposed 
note 2 incentives.
    \20\ See supra note 10.
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    As discussed above, the second path would continue to be a growth 
incentive that would provide LMMs and MMs with the additional Maker 
Rebates outlined above if they increase their combined LMM and MM 
volume which adds liquidity in a given month by at least 70% above 
their September 2024 volume as measured by a percentage of TCV 
(excluding LMM and MM volume which adds liquidity in SPY). The Exchange 
believes that its proposal is reasonable because it will provide extra 
incentives to LMMs and MMs to engage in substantial amounts of 
liquidity adding activity on the Exchange, as well as to substantially 
grow the extent to which they do so relative to a recent benchmark 
month. The Exchange believes that if the proposed growth incentive is 
effective, any ensuing increase in liquidity adding activity on BX will 
improve the quality of the market overall, to the benefit of all market 
participants. The Exchange also believes that it is reasonable to 
consider any new add liquidity volume (excluding SPY volume) for LMMs 
and MMs with no such volume for the month of September 2024 in order 
for those market participants to receive the proposed additional Maker 
Rebates in note 2. The proposed growth incentive is designed to attract 
additional liquidity from new LMMs and MMs as well as existing LMMs and 
MMs who may not have a large footprint on BX today. To the extent this 
proposal attracts such LMM and MM add liquidity volume to BX, all 
market participants should benefit through more trading opportunities 
and tighter spreads. An overall increase in activity would deepen the 
Exchange's liquidity pool, support the quality of price discovery, 
promote market transparency and improve market quality for all 
investors. As discussed above, the Exchange intends for the proposed 
note 2 incentives, including the growth incentive, to sunset on April 
30, 2025, and will use this time to evaluate suitable parameters for 
such market participants in the targeted segment. The Exchange believes 
that this will ensure that the proposed incentives are timely and meet 
the intended purpose of encouraging increased order flow and liquidity 
adding activity. As noted above, other options exchanges (including the 
Exchange's affiliate) have previously adopted substantially similar 
growth incentives.\21\
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    \21\ See supra note 10.
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    The Exchange further believes that it is reasonable to exclude LMM 
and MM liquidity adding volume in SPY from both paths because SPY is 
the most actively traded symbol on BX, and Exchange believes that LMMs 
and MMs will continue to be incentivized to bring SPY liquidity adding 
volume on BX despite the exclusion of SPY volume from the note 2 
qualifications. Further, the Exchange is encouraging SPY liquidity 
adding volume separately through the proposed additional $0.01 per 
contract Maker Rebate in SPY described above.
    The Exchange believes that the proposed note 2 incentives are 
equitable and not unfairly discriminatory for the reasons that follow. 
As a general matter, the Exchange believes that it is equitable and not 
unfairly discriminatory to provide the note 2 incentives to only LMMs 
and MMs because these market participants have different requirements 
and additional obligations to the Exchange that other market 
participants do not (such as quoting requirements). As noted above, 
LMMs would ultimately receive higher Maker Rebates than MMs when 
combining the current base rebates with the proposed additional 
rebates.\22\ Nevertheless, the Exchange continues to believe that it is 
equitable and not unfairly discriminatory to provide more favorable 
pricing to LMMs compared to MMs given that LMMs are subject to 
heightened quoting obligations compared to Market Makers.\23\ The 
higher rebates therefore recognize the differing contributions made to 
the liquidity and trading environment on the Exchange by LMMs. Overall, 
the Exchange believes that incentivizing both LMMs and MMs to provide 
greater liquidity benefits all market participants through the quality 
of order interaction.
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    \22\ See supra notes 16-18.
    \23\ See Options 2, Section 4(j) (setting forth the 90% or 
higher quoting obligations for LMMs) and Section 5(d) (setting forth 
the 60% or higher quoting obligations for MMs).
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    The Exchange also believes that it is equitable and not unfairly 
discriminatory to consider any new add liquidity volume (excluding SPY 
volume) for LMMs and MMs with no such volume in September 2024 in order 
for those market participants to receive the proposed additional Maker 
Rebates because this is designed to attract additional liquidity and 
order flow from new and existing LMMs and MMs to the Exchange, as 
discussed above. In turn, this additional liquidity should benefit all 
market participants through increased liquidity and order interaction. 
Furthermore, the proposed growth incentive will be temporary and sunset 
on April 30, 2025, to ensure that the incentive is timely and meets the 
intended purpose of encouraging increased order flow and liquidity 
adding activity.
Note 4 Incentive
    The Exchange believes that the proposed growth incentive in new 
note 4 of Options 7, Section 2(1) is reasonable for the reasons that 
follow. As discussed above, Members that increase their executed 
Customer volume which removes liquidity in a given month by at least 
70% above their September 2024 volume as measured by a percentage of 
TCV will receive a Taker Fee discount of $0.05 per contract in Penny 
Symbols excluding AAPL, SPY, QQQ, and IWM. Accordingly, qualifying 
Members would pay a Customer Taker Fee of $0.35 (instead of $0.40) per 
contract in Penny Symbols excluding

[[Page 83747]]

AAPL, SPY, QQQ, and IWM. The Exchange believes it is reasonable to 
exclude AAPL, SPY, QQQ, and IWM from the note 4 incentive because 
Members are already paying lower Customer Taker Fees of $0.33 per 
contract for those symbols today.\24\
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    \24\ See Options 7, Section 2(1), note 1.
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    The Exchange believes that the proposed growth incentive is 
reasonable because it will provide extra incentives to Members to 
engage in substantial amounts of Customer liquidity removing activity 
on the Exchange, as well as to substantially grow the extent to which 
they do so relative to a recent benchmark month. The Exchange believes 
that if the proposed growth incentive is effective, any ensuing 
increase in liquidity removing activity on BX will increase trading 
opportunities for all market participants. The Exchange also believes 
that it is reasonable to consider any new Customer remove liquidity 
volume for Members with no such volume for the month of September 2024 
in order for those Members to receive the proposed Taker Fee discount 
in note 4. The proposed growth incentive is designed to attract 
additional Customer order flow from new Members as well as existing 
Members who may not have a large footprint on BX today. To the extent 
this proposal attracts such order flow to BX, all market participants 
should benefit through more trading opportunities. As discussed above, 
the Exchange intends for the proposed growth incentive in note 4 to 
sunset on April 30, 2025, and will use this time to evaluate suitable 
parameters for such market participants in the targeted segment. The 
Exchange believes that this will ensure that the proposed incentive is 
timely and meets the intended purpose of encouraging increased order 
flow and Customer liquidity removing activity. As noted above, other 
options exchanges (including the Exchange's affiliate) have previously 
adopted similar growth incentives.\25\
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    \25\ See supra note 10.
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    Further, the Exchange believes that the proposed note 4 incentive 
is equitable and not unfairly discriminatory for the reasons that 
follow. As a general matter, the Exchange believes that it is equitable 
and not unfairly discriminatory to provide the note 4 incentive to only 
Customer orders because the proposed changes are intended to increase 
Customer order follow, particularly Customer remove liquidity order 
flow, to BX. An increase in Customer order flow enhances liquidity on 
the Exchange to the benefit of all market participants by providing 
more trading opportunities, which in turn attracts other market 
participants that may interact with this order flow.
    The Exchange also believes that it is equitable and not unfairly 
discriminatory to consider any new Customer remove liquidity volume for 
Members with no such volume in September 2024 in order for those 
Members to receive the proposed Taker Fee discount because this is 
designed to attract additional liquidity and order flow from new and 
existing Members to the Exchange, as discussed above. In turn, this 
additional liquidity should benefit all market participants through 
increased liquidity and order interaction. Furthermore, the proposed 
growth incentive will be temporary and sunset on April 30, 2025, to 
ensure that the incentive is timely and meets the intended purpose of 
encouraging increased Customer order flow and liquidity removing 
activity.

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.
    In terms of intra-market competition, the Exchange does not believe 
that its proposal will place any category of market participant at a 
competitive disadvantage. As it relates to the proposed note 2 
incentives offered to LMMs and MMs, the Exchange believes that the 
additional Maker Rebates should encourage the provision of liquidity 
from both existing and new LMMs and MMs that enhances the quality of 
the Exchange's market and increases the number of trading opportunities 
on the Exchange for all market participants who will be able to compete 
for such opportunities. Similarly, for the proposed note 4 incentive 
offered to Customers, the Exchange likewise believes that the Taker Fee 
discount should encourage additional Customer order flow from both 
existing and new Members, which would enhance BX's market quality and 
increase trading opportunities to the benefit of all market 
participants.
    In terms of inter-market competition, the Exchange notes that it 
operates in a highly competitive market in which market participants 
can readily favor competing venues if they deem fee levels at a 
particular venue to be excessive, or rebate opportunities available at 
other venues to be more favorable. In such an environment, the Exchange 
must continually adjust its fees to remain competitive with other 
options exchanges. Because competitors are free to modify their own 
fees in response, and because market participants may readily adjust 
their order routing practices, the Exchange believes that the degree to 
which fee changes in this market may impose any burden on competition 
is extremely limited. In sum, if the changes proposed herein are 
unattractive to market participants, it is likely that the Exchange 
will lose market share as a result. Accordingly, the Exchange does not 
believe that the proposed changes will impair the ability of members or 
competing order execution venues to maintain their competitive standing 
in the financial markets.

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 Act.\26\
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    \26\ 15 U.S.C. 78s(b)(3)(A)(ii).
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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: (i) 
necessary or appropriate in the public interest; (ii) for the 
protection of investors; or (iii) 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 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

    <bullet> Use the Commission's internet comment form (https://www.sec.gov/rules/sro.shtml); or
    <bullet> Send an email to <a href="/cdn-cgi/l/email-protection#b7c5c2dbd29ad4d8dadad2d9c3c4f7c4d2d499d0d8c1"><span class="__cf_email__" data-cfemail="d1a3a4bdb4fcb2bebcbcb4bfa5a291a2b4b2ffb6bea7">[email protected]</span></a>. Please include 
file number SR-BX-2024-038 on the subject line.

Paper Comments

    <bullet> Send paper comments in triplicate to Secretary, Securities 
and Exchange

[[Page 83748]]

Commission, 100 F Street NE, Washington, DC 20549-1090.

All submissions should refer to file number SR-BX-2024-038. 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-BX-2024-038 and should be 
submitted on or before November 7, 2024.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\27\
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    \27\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2024-23900 Filed 10-16-24; 8:45 am]
BILLING CODE 8011-01-P


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