[Federal Register Volume 88, Number 114 (Wednesday, June 14, 2023)]
[Notices]
[Pages 38913-38915]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2023-12664]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-97674; File No. SR-BOX-2023-13]


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 
Certain Rebates for Qualified Contingent Cross Transactions

June 8, 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 May 31, 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.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ 15 U.S.C. 78s(b)(3)(A)(ii).
    \4\ 17 CFR 240.19b-4(f)(2).
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I. Self-Regulatory Organization's Statement of the Terms of the 
Substance of the Proposed Rule Change

    The Exchange is filing with the Securities and Exchange Commission 
(``Commission'') a proposed rule change to amend the Fee Schedule to 
amend the Fee Schedule [sic] for trading on BOX to amend certain 
rebates for Qualified Contingent Cross (``QCC'') transactions on the 
BOX Options Market LLC (``BOX'') options facility. While changes to the 
fee schedule pursuant to this proposal will be effective upon filing, 
the changes will become operative on June 1, 2023. The text of the 
proposed rule change is available from the principal office of the 
Exchange, at the Commission's Public Reference Room and also on the 
Exchange's internet website at http://boxexchange.com.

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

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

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

1. Purpose
    The Exchange proposes to amend the Fee Schedule for trading on BOX 
to amend certain rebates for Qualified Contingent Cross (``QCC'') 
transactions. A QCC Order is defined as an originating order (Agency 
Order) to buy or sell at least 1,000 standard option contracts, or 
10,000 mini-option contracts, that is identified as being part of a 
qualified contingent trade, coupled with a contra side order to buy or 
sell an equal number of contracts.\5\
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    \5\ See BOX Rule 7110(c)(6).
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    Currently, BOX assesses $0.20 per contract to Broker Dealers and 
Market Makers for both the Agency Order and contra order of a QCC 
transaction. Public Customers and Professional Customers are not 
assessed a QCC Transaction Fee. Further, rebates are paid on all 
qualifying orders pursuant to Section IV.D.1 of the BOX Fee Schedule. 
Specifically, a QCC Rebate is paid to the Participant that entered the 
order into the BOX system when at least one party to the QCC 
transaction is a Broker Dealer or Market Maker. The Participant 
receives a per contract rebate on QCC transactions according to the 
tier achieved. Volume thresholds are calculated on a monthly basis by 
totaling the Participant's QCC Agency Order volume on BOX. The Exchange 
notes that the QCC Rebate is intended to incentivize the sending of 
more QCC Orders to BOX.
    The Exchange now proposes to amend the QCC Rebate structure in 
Section IV.D.1 of the BOX Fee Schedule. Specifically, the Exchange 
proposes to amend the volume thresholds in Tiers 1, 2, and 3 and 
proposes to eliminate Tier 4 entirely. For Tier 1, the Exchange 
proposes to amend the volume threshold to 0 to 999,999 contracts. For 
Tier 2, the Exchange proposes to amend the volume threshold to 
1,000,000 to 1,999,999 contracts. For Tier 3, the Exchange proposes to 
amend the volume threshold to 2,000,000+ contracts. Additionally, the 
Exchange proposes to amend the rebates in Tiers 2 and 3. Specifically, 
in Tier 2, the Exchange proposes to increase Rebate 2 to $0.25 from 
$0.24. In Tier 3, the Exchange proposes to increase Rebate 1 to $0.17 
from $0.16 and increase Rebate 2 to $0.27 from $0.25.
    The QCC Rebate tier structure will be as follows:

----------------------------------------------------------------------------------------------------------------
                                                QCC Agency order volume on BOX   Rebate 1 (per    Rebate 2 (per
                     Tier                                (per month)               contract)        contract)
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1............................................  0 to 999,999 contracts.........          ($0.14)          ($0.22)
2............................................  1,000,000 to 1,999,999                    (0.16)           (0.25)
                                                contracts.
3............................................  2,000,000+ contracts...........           (0.17)           (0.27)
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[[Page 38914]]

    The Exchange also proposes to amend the QCC Growth Rebate to 
account for the changes discussed above. Specifically, the Exchange 
proposes that if a Participant's QCC Agency Order volume on BOX 
achieves Tier 2 (formerly Tier 3) of the QCC Rebate in the month AND 
the Participant's total QCC volume combined with total QOO volume 
exceeds 6 million (formerly 11 million) contracts per month, then the 
Participant will qualify for the rebates in Tier 3 (formerly Tier 4) of 
the QCC Rebate. The Exchange believes that the proposed changes 
discussed above will encourage Participants to send increased QCC and 
QOO order flow to BOX in order to achieve a high rebate, which will 
result in increased liquidity on BOX to the benefit of all market 
participants.
2. Statutory Basis
    The Exchange believes that the proposal is consistent with the 
requirements of Section 6(b) of the Act, in general, and Section 
6(b)(4) and 6(b)(5) of the Act,\6\ in particular, in that it provides 
for the equitable allocation of reasonable dues, fees, and other 
charges among BOX Participants and other persons using its facilities 
and does not unfairly discriminate between customers, issuers, brokers 
or dealers.
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    \6\ 15 U.S.C. 78f(b)(4) and (5).
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    The Exchange believes the proposed changes to the QCC Rebate 
structure are reasonable because the proposed changes provide 
opportunities for Participants to receive higher rebates for their QCC 
Order volume on BOX. Further, the Exchange believes the proposed 
changes to the QCC rebate structure are equitable and not unfairly 
discriminatory as the proposed rebates will apply uniformly to the 
Participants that reach the applicable tiers.
    The Exchange continues to believe that the proposed rebate 
structure and rebate amounts are reasonable as it provides an 
incremental incentive for Participants to strive for the higher tier 
levels, which provide increasingly higher rebates for incrementally 
more QCC volume achieved, which the Exchange believes is a reasonably 
designed incentive for Participants to grow their QCC order flow to 
receive the enhanced rebates. The Exchange also believes that 
continuing to have two alternative rebates (depending on the capacity 
of the parties to the transaction) is reasonable and appropriate as 
this is how the Exchange assesses the rebates for QCC transactions 
today.\7\
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    \7\ The Exchange notes that Rebate 1 assesses lower rebates than 
rebates in Rebate 2 because when only one side of the QCC 
transaction is a Broker Dealer or Market Maker then only one side of 
the QCC transaction is assessed a fee, therefore the total fees 
assessed are lower and the corresponding rebate is also lower.
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    The Exchange believes the proposed changes to the QCC Growth Rebate 
is reasonable because this rebate provides incentives for BOX 
Participants to engage in substantial amounts of trading activity which 
would serve to bring additional open outcry liquidity to the Trading 
Floor and additional QCC order flow to BOX. This incentive may also 
encourage Participants to begin sending such order flow to BOX for the 
opportunity to earn this rebate because the threshold to qualify is 
being lowered.
    The Exchange believes that the proposed QCC Growth Rebate 
Qualifications are reasonable because they offer Participants an 
opportunity to achieve a higher QCC rebate. Additionally, the Exchange 
believes the proposed changes to the QCC Growth Rebate are equitable 
and not unfairly discriminatory because any Participant may qualify for 
this rebate.\8\ All BOX Participants may enter order flow to obtain a 
QCC Growth Rebate.
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    \8\ The Exchange notes that all BOX Participants may transact an 
options business electronically or on the BOX Trading Floor with a 
registered Trading Permit. BOX Participants may transact business on 
the Trading Floor through a Floor Broker.
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B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change will 
impose any burden on competition not necessary or appropriate in 
furtherance of the purposes of the Act.
    The proposal does not impose an undue burden on inter-market 
competition. The Exchange believes its proposal remains competitive 
with other options markets and will offer market participants with 
another choice of where to transact its business. 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 and rebates to remain 
competitive with other exchanges. Because competitors are free to 
modify their own fees and rebates 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.
    The proposed changes do not impose an undue burden on intra-market 
competition. In terms of intra-market competition, the Exchange does 
not believe that its proposals will place any category of market 
participant at a competitive disadvantage. The Exchange believes that 
the proposed changes will encourage market participants to send their 
QCC orders to BOX for execution in order to obtain greater rebates and 
lower their costs.

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    No written comments were either solicited or received.

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

    The foregoing rule change has become effective pursuant to Section 
19(b)(3)(A)(ii) of the Exchange Act \9\ and Rule 19b-4(f)(2) 
thereunder,\10\ because it establishes or changes a due, or fee.
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    \9\ 15 U.S.C. 78s(b)(3)(A)(ii).
    \10\ 17 CFR 240.19b-4(f)(2).
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    At any time within 60 days of the filing of the proposed rule 
change, the Commission summarily may temporarily suspend the rule 
change if it appears to the Commission that the action is necessary or 
appropriate in the public interest, for the protection of investors, or 
would otherwise further the purposes of the Act. If the Commission 
takes such action, the Commission shall institute proceedings to 
determine whether the proposed rule should be approved or disapproved.

IV. Solicitation of Comments

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

Electronic Comments

     Use the Commission's internet comment form (https://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
file number SR-BOX-2023-13 on the subject line.

Paper Comments

     Send paper comments in triplicate to Secretary, Securities 
and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.

All submissions should refer to file number SR-BOX-2023-13. This file

[[Page 38915]]

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-BOX-2023-13 and should be 
submitted on or before July 5, 2023.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\11\
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    \11\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2023-12664 Filed 6-13-23; 8:45 am]
BILLING CODE 8011-01-P


