[Federal Register Volume 85, Number 8 (Monday, January 13, 2020)]
[Notices]
[Pages 1835-1840]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2020-00262]


-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-87901; File No. SR-NYSEArca-2020-04]


Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing 
and Immediate Effectiveness of Proposed Rule Change To Amend the NYSE 
Arca Options Fee Schedule Regarding the Floor Broker Prepayment Program

January 7, 2020.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 
1934 (``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby given 
that on January 2, 2020, NYSE Arca, Inc. (``NYSE Arca'' or 
``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 self-regulatory 
organization. The Commission is publishing this notice to solicit 
comments on the proposed rule change from interested persons.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------

I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to amend the NYSE Arca Options Fee Schedule 
(``Fee Schedule'') regarding the Floor Broker Prepayment Program. The 
Exchange proposes to implement the fee change effective January 2, 
2020. The proposed rule change is available on the Exchange's website 
at www.nyse.com, 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 self-regulatory organization 
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 those 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 parts of such statements.

[[Page 1836]]

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

1. Purpose
    The purpose of this filing is to modify and extend the prepayment 
incentive program for Floor Broker organizations (each a ``Floor 
Broker'') which allows Floor Brokers to prepay certain annual costs in 
exchange for volume rebates, as set forth in the Fee Schedule (the ``FB 
Prepay Program'' or ``Program'').\4\
---------------------------------------------------------------------------

    \4\ See Fee Schedule, FLOOR BROKER FIXED COST PREPAYMENT 
INCENTIVE PROGRAM (the ``FB Prepay Program''), available here, 
https://www.nyse.com/publicdocs/nyse/markets/arca-options/NYSE_Arca_Options_Fee_Schedule.pdf.
---------------------------------------------------------------------------

    Pursuant to the current FB Prepay Program, the Exchange offers 
Floor Brokers a 10% discount on their ``Eligible Fixed Costs'' if such 
costs are prepaid in advance of the year (the ``10% Discount'') \5\ and 
an opportunity to qualify for the Percentage Growth Incentive (the 
``Growth Incentive''), which is designed to encourage Floor Brokers to 
increase their average daily volume (``ADV'') in billable manual 
contract sides by certain percentages (correlated with Tiers) as 
measured against (the greater of) one of two benchmarks.\6\
---------------------------------------------------------------------------

    \5\ See id. (providing that Eligible Fixed Costs include: OTP 
Trading Participant Rights--Floor Broker; Floor Broker Order Capture 
Device- Market Data Fees; Floor Booths; Options Floor Access Fee; 
and Wire Services).
    \6\ The Percentage Growth Incentive excludes Customer volume, 
Firm Facilitation and Broker Dealer facilitating a Customer trades, 
and QCCs. Any volume calculated to achieve the Firm and Broker 
Dealer Monthly Fee Cap and the Limit of Fees on Options Strategy 
Executions, are likewise excluded from the Percentage Growth 
Incentive because fees on such volume is already capped and 
therefore does not increase billable manual volume. See id.
---------------------------------------------------------------------------

    The Exchange proposes to make several changes to this Program, 
including to make it renewable annually, to remove the 10% Discount, 
and to offer an alternative annual fixed rebate amount if a participant 
qualifies for the Growth Incentive. Currently, if a Floor Broker 
qualifies for the Growth Incentive, it would be eligible for specified 
percentage reductions of its pre-paid annual fixed costs. The Exchange 
proposes to offer an alternative to receive a specified annual fixed 
rebate if a Floor Broker qualifies for the Growth Incentive. 
Participants that qualify would receive the greater of the two rebates. 
The Exchange also proposes to adjust the qualifying baseline volumes 
and benchmarks.
    The Exchange proposes to implement the fee change effective January 
2, 2020.
Background
    The Commission has repeatedly expressed its preference for 
competition over regulatory intervention in determining prices, 
products, and services in the securities markets. 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.'' \7\
---------------------------------------------------------------------------

    \7\ See Securities Exchange Act Release No. 51808 (June 9, 
2005), 70 FR 37496, 37499 (June 29, 2005) (S7-10-04) (``Reg NMS 
Adopting Release'').
---------------------------------------------------------------------------

    There are currently 16 registered options exchanges competing for 
order flow. Based on publicly-available information, and excluding 
index-based options, no single exchange has more than 16% of the market 
share of executed volume of multiply-listed equity and ETF options 
trades.\8\ Therefore, no exchange possesses significant pricing power 
in the execution of multiply-listed equity & ETF options order flow. 
More specifically, in the third quarter of 2019, the Exchange had less 
than 10% market share of executed volume of multiply-listed equity & 
ETF options trades.\9\
---------------------------------------------------------------------------

    \8\ The OCC publishes options and futures volume in a variety of 
formats, including daily and monthly volume by exchange, available 
here: https://www.theocc.com/market-data/volume/default.jsp.
    \9\ Based on OCC data, see id., the Exchange's market share in 
equity-based options declined from 9.57% for the month of January to 
9.52% for the month of September.
---------------------------------------------------------------------------

    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 or reduce use of certain categories of 
products, in response to fee changes. Accordingly, competitive forces 
constrain options exchange transaction fees. To respond to this 
competitive marketplace, the Exchange has established incentives for 
Floor Brokers, as such participants serve an important function in 
facilitating the execution of orders via open outcry, which promotes 
price discovery on the public markets. To the extent that these 
incentives succeed, the increased liquidity on the Exchange would 
result in enhanced market quality for all participants.
Proposed Rule Change
    The Exchange proposes to modify the Floor Broker Prepayment Program 
in several ways. First, the Exchange proposes to remove reference to 
specific years and to add rule text making clear that the Program is 
renewable on an annual basis.\10\ The Exchange also proposes to remove 
language regarding the 10% Discount, as that would no longer be 
included in the Program.\11\ In addition, the Exchange proposes to 
expand the Growth Incentive to provide an annual fixed-rebate option.
---------------------------------------------------------------------------

    \10\ See proposed Fee Schedule, FLOOR BROKER FIXED COST 
PREPAYMENT INCENTIVE PROGRAM (the ``FB Prepay Program'') (including 
removing reference to specific years and adding references to Floor 
Brokers prepaying for the ``the following calendar year'' after 
committing thereto by ``the last business day of December in the 
current year''; being invoiced in January for Eligible Fixed Costs 
based on annualizing their Eligible Fixed Costs incurred in the 
previous November;'' and participants receiving their rebate ``in 
the following January.'' See id. For example, if a participating 
Floor Broker incurred $6,000 in Eligible Fixed Costs in November, 
that Floor Broker would be invoiced in January of the following year 
in the amount of $72,000 to prepay such costs for the entire year.
    \11\ See proposed Fee Schedule, FLOOR BROKER FIXED COST 
PREPAYMENT INCENTIVE PROGRAM (the ``FB Prepay Program''). For 
consistency, the Exchange would also remove reference to ``larger 
discounts'' as it related to the smaller 10% Discount and replace 
this reference with the word ``rebates.'' See id.
---------------------------------------------------------------------------

    Currently, to qualify for the Growth Incentive, the minimum 
threshold that a participant needs to exceed is the greater of: 11,000 
contract sides in billable manual ADV; or 110% of the Floor Broker's 
total billable manual ADV in contract sides during the second half of 
2017--i.e., July through December 2017.\12\
---------------------------------------------------------------------------

    \12\ See Fee Schedule, FLOOR BROKER FIXED COST PREPAYMENT 
INCENTIVE PROGRAM (the ``FB Prepay Program'').
---------------------------------------------------------------------------

    The Exchange proposes to revise the minimum thresholds that a 
participant needs to exceed to qualify for the Growth Incentive as 
follows: 20,000 contract sides (up from 11,000) in billable manual ADV; 
or 105% of the Floor Broker's total billable manual ADV in contract 
sides (down from 110%) during the second half of 2017--i.e., July 
through December 2017.\13\ The Exchange believes that 20,000 ADV is a 
reasonable minimum threshold above which a participating Floor Broker 
would need to increase volume in order to qualify for the Growth 
Incentive given the increased options volume executed by Floor Brokers 
in the past year. The Exchange also notes that Floor Brokers that are 
new to the Exchange would be able to qualify for the Growth Incentive 
based on the minimum threshold of 20,000 contract sides. In addition, 
because Floor Broker volume has increased, the Exchange believes that 
Floor Brokers that previously participated in the Program would be able 
to achieve this proposed minimum

[[Page 1837]]

threshold. The Exchange likewise believes it is appropriate to reduce 
the requisite percentage to meet the 2017 benchmark because it would 
make this alternative more achievable for Floor Brokers that do not 
meet the billable manual ADV threshold. The Exchange notes that the 
changes to the Program are designed to encourage those Floor Brokers 
that have previously enrolled in the Program to reenroll for the 
upcoming year as well as to attract Floor Brokers that have not yet 
participated.
---------------------------------------------------------------------------

    \13\ See proposed Fee Schedule, FLOOR BROKER FIXED COST 
PREPAYMENT INCENTIVE PROGRAM (the ``FB Prepay Program'').
---------------------------------------------------------------------------

    Regardless of which benchmark a Floor Broker's growth is measured 
against, all Floor Brokers that aim to qualify for the Growth Incentive 
would be required to increase volume executed on the Exchange. The 
total annual rebate available for achieving each Tier would be the same 
regardless of whether the Floor Broker relied on the minimum (proposed) 
20,000 ADV contract sides as the benchmark or 105% of the second half 
of 2017 volume.
    The Exchange also proposes to add an option for a Floor broker to 
receive a fixed rebate instead of a percentage reduction of pre-paid 
annual fixed costs if it qualifies for the Growth Incentive. To reflect 
this new option, the Exchange proposes to add rule text providing that 
``[e]ligible Floor Broker organizations are entitled to an annual 
rebate that is the greater of the `Total Percentage Reduction of pre-
paid annual Eligible Fixed Costs' or the `Alternative Rebate' based 
upon the Percentage Growth Incentive Tier achieved, as set forth in the 
table below''.
    As in prior years, the Exchange is proposing rebates based on the 
growth in ADV in contract sides, but proposes to modify (and make more 
achievable) the requisite Percentage Growth requirements to as low as 
5% to achieve an annual rebate of 25% of prepaid Eligible Fixed Costs 
or $4,000/month, whichever is greater, to Growth Incentive as high as 
150% to achieve an annual rebate of 100% Eligible Fixed Costs or 
$18,000/month (under new Tier 5), whichever is greater.\14\ Just as the 
total percentage reduction increases as the Percentage Growth 
increases, the Exchange proposes that the annual Alternative Rebate, 
with fixed dollar amounts tied to each Tier, would also increase as the 
Percentage Growth increases. Participants that qualify for one of the 
Tiers would receive only the higher of the two potential rebates, paid 
annually.
---------------------------------------------------------------------------

    \14\ See id. The Exchange notes that new Tier 4 effectively 
replacing current Tier 3 in terms of growth requirement and 
potential rebate, as the Exchange has lowered (and made more 
achievable) proposed Tier 3. See id.
---------------------------------------------------------------------------

    The following table reflects the proposed changes (with deletions 
in brackets and new text italicized): \15\
---------------------------------------------------------------------------

    \15\ Given that the annual Alternative Rebate will be available 
for all Tiers (and not just Tier 3 as is currently the case), the 
Exchange also proposes to delete the following language from the Fee 
Schedule as obsolete: ``*Participants in the FB Prepay Program that 
qualify for Tier 3 will be rebated the greater of 100% of their pre-
paid annual Eligible Fixed Costs, or $10,000/month.'' See id.

                                        FB Prepayment Program Incentives
                     [Based on annual ADV in contract sides for the calendar year (in 2019)]
----------------------------------------------------------------------------------------------------------------
                                                                    Total percentage
                                          Percentage growth      reduction of pre-paid
                 Tier                         incentive          annual eligible fixed      Alternative rebate
                                                                    costs [for 2019]
----------------------------------------------------------------------------------------------------------------
Tier 1...............................                    [30]5                   [40]25  $4,000/month.
Tier 2...............................                   [65]25                   [75]50  $6,000/month.
Tier 3...............................                  [100]50                 [100*]75  $8,000/month.
Tier 4...............................                      100                       80  $14,000/month.
Tier 5...............................                      150                      100  $18,000/month.
----------------------------------------------------------------------------------------------------------------

    Thus, as proposed, a participating Floor Broker would qualify for 
the proposed Growth Incentive by executing ADV growth in manual 
billable contract sides that is 5%, 25%, 50%, 100% or 150%, over the 
greater of (i) 20,000 contract sides ADV; or (ii) 105% of their ADV 
during the second half of 2017 (i.e., July through December). 
Participants that qualify for Tiers 1, 2, 3, 4 or 5 would be eligible 
for 25%, 50%, 75%, 80% or 100% of their pre-paid annual Eligible Fixed 
costs, respectively. However, if the amount of the annual Alternative 
Rebate works out to be greater than the rebate available under the 
Growth Incentive program, the Floor Broker would be entitled to that 
amount.
    Although this program relates to fixed costs, the Exchange believes 
the Program (as modified) would continue to incent Floor Brokers to 
increase their billable volume executed in open outcry on the Exchange, 
which would benefit all market participants by expanding liquidity and 
providing more trading opportunities, even to those market participants 
that have not committed to the Program. Regardless of which benchmark a 
participating Floor Broker's growth is measured against, all Floor 
Broker's that opt to participate would be required to increase volume 
executed on the Exchange in order to receive the enhanced discount. The 
Exchange cannot predict with certainty whether any Floor Brokers would 
avail themselves of this proposed fee change. However, all Floor 
brokers are eligible for this Program.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Act,\16\ in general, and furthers the 
objectives of Sections 6(b)(4) and (5) of the Act,\17\ in particular, 
because it provides for the equitable allocation of reasonable dues, 
fees, and other charges among its members, issuers and other persons 
using its facilities and does not unfairly discriminate between 
customers, issuers, brokers or dealers.
---------------------------------------------------------------------------

    \16\ 15 U.S.C. 78f(b).
    \17\ 15 U.S.C. 78f(b)(4) and (5).
---------------------------------------------------------------------------

The Proposed Rule Change Is Reasonable
    The Exchange operates in a highly competitive market. The 
Commission has repeatedly expressed its preference for competition over 
regulatory intervention in determining prices, products, and services 
in the securities markets. 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

[[Page 1838]]

broader forms that are most important to investors and listed 
companies.'' \18\
---------------------------------------------------------------------------

    \18\ See Reg NMS Adopting Release, supra note 7, at 37499.
---------------------------------------------------------------------------

    There are currently 16 registered options exchanges competing for 
order flow. Based on publicly-available information, and excluding 
index-based options, no single exchange has more than 16% of the market 
share of executed volume of multiply-listed equity and ETF options 
trades.\19\ Therefore, no exchange possesses significant pricing power 
in the execution of multiply-listed equity & ETF options order flow. 
More specifically, in the third quarter of 2019, the Exchange had less 
than 10% market share of executed volume of multiply-listed equity & 
ETF options trades.\20\
---------------------------------------------------------------------------

    \19\ See supra note 8.
    \20\ Based on OCC data, see supra note 9, in 2019, the 
Exchange's market share in equity-based options declined from 9.57% 
for the month of January to 9.23% for the month of September.
---------------------------------------------------------------------------

    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 or reduce use of certain categories of 
products, in response to fee changes. Accordingly, competitive forces 
constrain options exchange transaction fees. Stated otherwise, changes 
to exchange transaction fees can have a direct effect on the ability of 
an exchange to compete for order flow.
    The Exchange believes the FB Prepay Program, as modified, is 
reasonable because the Program is optional and Floor Brokers can elect 
to participate or not. In addition, the Exchange is continuing to offer 
two alternative means to achieve the same enhanced rebate to ensure 
that Floor Brokers that are new to the Exchange (or Floor Brokers that 
did not execute more than 20,000 ADV in contract sides) could also 
participate in the Program. The Exchange believes that increasing one 
of the alternate requirements to 20,000 ADV is a reasonable minimum 
threshold above which a participating Floor Broker would need to 
increase volume in order to realize the proposed Growth Incentive 
because numerous Floor brokers exceeded this volume requirement in 
2019, even though it was not required. Because Floor Brokers are 
already performing at this level, the Exchange believes it is 
reasonable to adjust the eligibility requirement for the Growth 
Incentive to match current performance levels. Having demonstrated an 
ability to meet this higher volume threshold, the Exchange is seeking 
to encourage Floor Brokers to sustain this volume threshold throughout 
the year. The Exchange also believes it is reasonable to use each Floor 
Broker's historical volume in the second half of 2017 as a benchmark 
against which to measure future growth to achieve the proposed Growth 
Incentive, and to lower from 110% to 105% the requisite increase over 
the Floor Broker's 2017 volume, because it makes the Growth Incentive 
more achievable and provides an opportunity for more Floor Brokers to 
qualify for the Growth Incentive Program.
    The Exchange further believes that the proposed changes to add more 
tiers to the Growth Incentive is reasonable because it will provide 
greater opportunities to Floor Brokers to be eligible for one of the 
two rebates by providing lower thresholds to qualify. Overall, the 
proposed changes to the Growth Incentive program are designed to make 
the existing Tiers more achievable while adding new Tiers 4 and 5 to 
encourage increased executions by Floor Brokers on the Exchange, which 
activity (even with lower volume thresholds) would benefit all market 
participants.
    The Exchange also believes it is reasonable to provide an annual 
alternative fixed rebate because it provides an option for Floor 
brokers to earn the higher of the percentage reduction rebate, or the 
fixed-rebate amount.
    Moreover, the FB Prepay Program provides Floor Brokers the 
opportunity to receive rebates on its Eligible Fixed Costs that they 
otherwise would not receive, based on trading activity. Such rebates 
may encourage Floor Brokers to increase their billable volume executed 
in open outcry on the Exchange, which would benefit all market 
participants by expanding liquidity and providing more trading 
opportunities, even to non-Floor Broker market participants (including 
participating Floor Brokers who do not hit the volume thresholds).
    Finally, to the extent the proposed change continues to attract 
greater volume and liquidity to the Exchange (including to the Floor), 
the Exchange believes the proposed change would improve the Exchange's 
overall competitiveness and strengthen its market quality for all 
market participants. In the backdrop of the competitive environment in 
which the Exchange operates, the proposed rule change is a reasonable 
attempt by the Exchange to increase the depth of its market and improve 
its market share relative to its competitors.
    The Exchange cannot predict with certainty whether any Floor 
Brokers would avail themselves of this proposed fee change. However, 
all Floor brokers are eligible to participate in the Program.
The Proposed Rule Change Is an Equitable Allocation of Credits and Fees
    The Exchange believes the proposed rule change is an equitable 
allocation of its fees and credits. The proposal is based on the amount 
and type of business transacted on the Exchange and Floor Brokers can 
opt to avail themselves of the Program or not, and to attempt to trade 
sufficient volume to achieve one of the Tiers, or not. All 
participating Floor Brokers have the ability to qualify for the same 
enhanced rebate under two alternatives means offered (i.e., the greater 
of at least 20,000 contract sides in billable ADV or 105% of the Floor 
Broker's total billable manual ADV in the second half of 2017). The 
Exchange notes that the changes to the Program are designed to 
encourage those Floor Brokers that have previously enrolled in the 
Program to reenroll for the upcoming year as well as to attract Floor 
Brokers that have not yet participated.
    Moreover, the proposed change applies to qualifying Floor Brokers 
equally and because Floor Brokers serve an important function in 
facilitating the execution of orders via open outcry, which as a price-
improvement mechanism, the Exchange wishes to encourage and support.
    To the extent that the proposed change continues to attract more 
participation in the programs of the Exchange, the increased order flow 
would continue to make the Exchange a more competitive venue for, among 
other things, order execution. Thus, the Exchange believes the proposed 
rule change would improve market quality for all market participants on 
the Exchange and, as a consequence, attract more order flow to the 
Exchange thereby improving market-wide quality and price discovery.
The Proposed Rule Change Is Not Unfairly Discriminatory
    The Exchange believes it is not unfairly discriminatory to modify 
the FB Prepayment program because the proposed modification would be 
available to all similarly-situated Floor Brokers on an equal and non-
discriminatory basis.
    The proposed modified Program is not unfairly discriminatory to 
non-Floor Brokers because Floor Brokers serve an important function in 
facilitating the execution of orders via open outcry, which as a price-
improvement mechanism, the Exchange wishes to encourage and support. To 
the extent that the proposed change continues to

[[Page 1839]]

attract more participation in the programs of the Exchange, the 
increased order flow would continue to make the Exchange a more 
competitive venue for, among other things, order execution. Thus, the 
Exchange believes the proposed rule change would improve market quality 
for all market participants on the Exchange and, as a consequence, 
attract more order flow to the Exchange thereby improving market-wide 
quality and price discovery.
    Moreover, the proposal is based on the amount and type of business 
transacted on the Exchange and Floor Broker organizations are not 
obligated to participate in the Program and, if they do, they are not 
obligated to try to achieve any of the Tiers.
    To the extent that the proposed change attracts a variety of 
transactions to the Exchange, this increased order flow would continue 
to make the Exchange a more competitive venue for order execution. 
Thus, the Exchange believes the proposed rule change would improve 
market quality for all market participants on the Exchange and, as a 
consequence, attract more order flow to (the Floor of) the Exchange 
thereby improving market-wide quality and price discovery. The 
resulting increased volume and liquidity would provide more trading 
opportunities and tighter spreads to all market participants and thus 
would promote just and equitable principles of trade, 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.
    Finally, the Exchange believes that it is subject to significant 
competitive forces, as described below in the Exchange's statement 
regarding the burden on competition.

B. Self-Regulatory Organization's Statement on Burden on Competition

    In accordance with Section 6(b)(8) of the Act, the Exchange does 
not believe that the proposed rule change would impose any burden on 
competition that is not necessary or appropriate in furtherance of the 
purposes of the Act. Instead, as discussed above, the Exchange believes 
that the proposed changes would encourage the submission of additional 
liquidity to a public exchange, thereby promoting market depth, price 
discovery and transparency and enhancing order execution opportunities 
for all market participants. As a result, the Exchange believes that 
the proposed change furthers the Commission's goal in adopting 
Regulation NMS of fostering integrated competition among orders, which 
promotes ``more efficient pricing of individual stocks for all types of 
orders, large and small.'' \21\
---------------------------------------------------------------------------

    \21\ See Reg NMS Adopting Release, supra note 7, at 37499.
---------------------------------------------------------------------------

    Intramarket Competition. The Exchange believes the proposed 
Program, as modified, should continue to encourage order flow to be 
directed to the (Floor of the) Exchange, which would enhance the 
quality of quoting and may increase the volumes of contracts trade on 
the Exchange. To the extent that there is an additional competitive 
burden on non-Floor Brokers, the Exchange believes that this is 
appropriate because Floor Brokers serve an important function in 
facilitating the execution of orders via open outcry, which as a price-
improvement mechanism, the Exchange wishes to encourage and support.
    To the extent that this function is achieved, all of the Exchange's 
market participants should benefit from the improved market liquidity. 
Enhanced market quality and increased transaction volume that results 
from the anticipated increase in order flow directed to the Exchange 
will benefit all market participants and improve competition on the 
Exchange.
    Intermarket Competition. The Exchange believes that the proposed 
change could promote competition between the Exchange and other 
execution venues, by encouraging additional orders to be sent to the 
(Floor of the) Exchange for execution. The proposed adjustments to the 
Program are designed to make the incentives more achievable and to 
continue to encourage Floor Brokers to execute orders on the Floor of 
the Exchange, which would increase volume and liquidity, to the benefit 
of all market participants by providing more trading opportunities and 
tighter spreads.
    Given the robust competition for volume among options markets, many 
of which offer the same products, implementing programs to attract 
order flow, such as the proposed modification to the FB Prepayment 
Program, are consistent with the above-mentioned goals of the Act.
    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 solicited or received with respect to 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) \22\ of the Act and subparagraph (f)(2) of Rule 
19b-4 \23\ thereunder, because it establishes a due, fee, or other 
charge imposed by the Exchange.
---------------------------------------------------------------------------

    \22\ 15 U.S.C. 78s(b)(3)(A).
    \23\ 17 CFR 240.19b-4(f)(2).
---------------------------------------------------------------------------

    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) \24\ of the Act to determine whether the proposed 
rule change should be approved or disapproved.
---------------------------------------------------------------------------

    \24\ 15 U.S.C. 78s(b)(2)(B).
---------------------------------------------------------------------------

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-NYSEArca-2020-04 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-NYSEArca-2020-04. 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/

[[Page 1840]]

rules/sro.shtml). Copies of the submission, all subsequent amendments, 
all written statements with respect to the proposed rule change that 
are filed with the Commission, and all written communications relating 
to the proposed rule change between the Commission and any person, 
other than those that may be withheld from the public in accordance 
with the provisions of 5 U.S.C. 552, will be available for website 
viewing and printing in the Commission's Public Reference Room, 100 F 
Street NE, Washington, DC 20549, on official business days between the 
hours of 10:00 a.m. and 3:00 p.m. Copies of the filing also will be 
available for inspection and copying at the principal office of the 
Exchange. All comments received will be posted without change. Persons 
submitting comments are cautioned that we do not redact or edit 
personal identifying information from comment submissions. You should 
submit only information that you wish to make available publicly. All 
submissions should refer to File Number SR-NYSEArca-2020-04, and should 
be submitted on or before February 3, 2020.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\25\
---------------------------------------------------------------------------

    \25\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020-00262 Filed 1-10-20; 8:45 am]
 BILLING CODE 8011-01-P


