[Federal Register Volume 81, Number 104 (Tuesday, May 31, 2016)]
[Notices]
[Pages 34414-34419]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2016-12669]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-77892; File No. SR-BX-2016-027]


Self-Regulatory Organizations; NASDAQ BX, Inc.; Notice of Filing 
and Immediate Effectiveness of Proposed Rule Change To Amend Options 
Pricing at Chapter XV, Section 2

May 24, 2016.
    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 19, 2016, NASDAQ BX, Inc. (``BX'' or ``Exchange'') \3\ filed 
with the Securities and Exchange Commission (``SEC'' or ``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.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ The Exchange notes that it has legally changed its name to 
NASDAQ BX, Inc. with the state of Delaware and filed Form 1 
reflecting the change, and is in the process of changing its rules 
to reflect the new name.
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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 its Options Pricing at Chapter XV, 
Section 2, entitled ``BX Options Market--Fees and Rebates,'' which 
governs pricing for BX members using the BX Options Market (``BX 
Options''). The Exchange proposes to modify certain fees (per executed 
contract) applicable [sic] the Select Symbol Options Tier Schedule for 
certain Penny Pilot \4\ Options (each a ``Select Symbol'' and together 
the ``Select Symbols'').
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    \4\ The Penny Pilot was established in June 2012 and extended in 
2015. See Securities Exchange Act Release Nos. 67256 (June 26, 
2012), 77 FR 39277 (July 2, 2012) (SR-BX-2012-030) (order approving 
BX option rules and establishing Penny Pilot); and 75326 (June 29, 
2015), 80 FR 38481 (July 6, 2015) (SR-BX-2015-037) (notice of filing 
and immediate effectiveness extending the Penny Pilot through June 
30, 2016).
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    The text of the proposed rule change is available on the Exchange's 
Web site at http://nasdaqomxbx.cchwallstreet.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 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 its Chapter XV, Section 2, to modify 
the fees \5\ schedule to adopt a Fee to Add Liquidity in the Select 
Symbol Options \6\

[[Page 34415]]

Tier Schedule for certain Penny Pilot Options. The proposed Fee to Add 
Liquidity would apply to BX Options Market Maker \7\ trading with Non-
Customer \8\ or BX Options Market Maker, or Firm.\9\
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    \5\ Fees are per executed contract. BX Chapter XV, Section 2(1).
    \6\ Select Symbols represent some of the highest volume Penny 
Pilot Options traded on the Exchange and in the U.S. The following 
are Select Symbols: ASHR, DIA, DXJ, EEM, EFA, EWJ, EWT, EWW, EWY, 
EWZ, FAS, FAZ, FXE, FXI, FXP, GDX, GLD, HYG, IWM, IYR, KRE, OIH, 
QID, QLD, QQQ, RSX, SDS, SKF, SLV, SPY, SRS, SSO, TBT, TLT, TNA, 
TZA, UNG, URE, USO, UUP, UVXY, UYG, VXX, XHB, XLB, XLE, XLF, XLI, 
XLK, XLP, XLU, XLV, XLY, XME, XOP, XRT.
    \7\ BX Options Market Makers may also be referred to as ``Market 
Makers''. The term ``BX Options Market Maker'' or (``M'') means a 
Participant that has registered as a Market Maker on BX Options 
pursuant to Chapter VII, Section 2, and must also remain in good 
standing pursuant to Chapter VII, Section 4. 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. BX 
Chapter XV.
    \8\ Note 1 to Chapter XV, Section 2, states: ``\1\A Non-Customer 
includes a Professional, Broker-Dealer and Non-BX Options Market 
Maker.''
    \9\ The term ``Firm'' or (``F'') applies to any transaction that 
is identified by a Participant for clearing in the Firm range at 
OCC. BX Chapter XV.
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    Currently, Chapter XV, Section 2, subsection (1), contains a Select 
Symbols Options Tier Schedule that has four tiers; and one fee for BX 
Options Market Maker to add liquidity in Select Symbols Options in a 
footnote (the ``footnote'').\10\ The Exchange proposes to delete the 
footnote and to add a Fee to Add Liquidity as a fifth column in the 
Select Symbols Options Tier Schedule. The proposed fees are reduced as 
the Tiers increase from Tier 1 through Tier 4, as discussed in detail 
below.
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    \10\ The current footnote states:  BX Options Market 
Maker fee to add liquidity in Select Symbols Options will be $0.04 
when trading with Firm, Non-Customer, or BX Options Market Maker.
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Change 1--Penny Pilot Options: Add Fee To Add Liquidity Column to 
Select Symbols Options Tier Schedule

    In Change 1, the Exchange proposes modifications to convert the 
current footnoted Fee to Add Liquidity to a fifth column in the Select 
Symbols Options Tier Schedule that is graduated per Tiers 1 through 4. 
The proposed change will not amend the criteria to qualify for the 
existing tiers. The proposed change keeps the $0.04 fee that is in the 
current footnote and makes it applicable to Tier 3, while proposing new 
graduated fees for the other three Tiers.
    Specifically, the Exchange proposes to add a fifth column, Fee to 
Add Liquidity, to the Select Symbols Options Tier Schedule when BX 
Options Market Maker trades with Non-Customer or BX Options Market 
Maker, or Firm. This column will include graduated fees that range from 
$0.14 for Tier 1 to $0.00 for Tier 4,\11\ as follows.
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    \11\ As discussed, Tier 4 requires bringing the highest amount 
of liquidity to the Exchange.
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    Tier 1 in the Select Symbols Options Tier Schedule is currently 
where a BX Participant (``Participant'') executes less than 0.05% of 
total industry customer equity and exchange traded fund (``ETF'') 
option average daily volume (``ADV'') contracts per month. Tier 1 
ranges from a $0.00 rebate to a $0.44 fee, with a proposed $0.14 Fee to 
Add Liquidity when BX Options Market Maker is trading with Non-Customer 
or BX Options Market Maker, or Firm.\12\
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    \12\ Currently, there is also a $0.44 Fee to Add Liquidity when 
BX Options Market Maker is trading with Customer. This fee remains 
unchanged.
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    Tier 2 in the Select Symbols Options Tier Schedule is currently 
where Participant executes 0.05% to less than 0.15% of total industry 
customer equity and ETF option ADV contracts per month. Tier 2 ranges 
from a $0.25 rebate to a $0.44 fee, with a proposed $0.10 Fee to Add 
Liquidity when BX Options Market Maker is trading with Non-Customer or 
BX Options Market Maker, or Firm.\13\
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    \13\ Currently, there is also a $0.44 Fee to Add Liquidity when 
BX Options Market Maker is trading with Customer. This fee remains 
unchanged.
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    Tier 3 in the Select Symbols Options Tier Schedule is currently 
where Participant executes 0.15% or more of total industry customer 
equity and ETF option ADV contracts per month. Tier 3 ranges from a 
$0.37 rebate to a $0.40 fee, with a proposed $0.04 Fee to Add Liquidity 
when BX Options Market Maker is trading with Non-Customer or BX Options 
Market Maker, or Firm.\14\ The proposed $0.04 Fee to Add Liquidity is 
the same as the fee in the current footnote, except as proposed the fee 
is graduated according to the four Tiers.
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    \14\ Currently, there is also a $0.40 Fee to Add Liquidity when 
BX Options Market Maker is trading with Customer. This fee remains 
unchanged.
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    Tier 4 in the Select Symbols Options Tier Schedule is currently 
where Participant executes more than 10,000 BX Price Improvement 
Auction (``PRISM'') \15\ Agency Contracts per month; or Participant 
executes BX Options Market Maker volume of 0.30% or more of total 
industry customer equity and ETF options ADV per month. If a 
Participant qualifies for Tier 4 the rates applicable to this tier will 
supersede any other Select Symbols tier rates that the Participant may 
qualify for. Tier 4 ranges from a $0.37 rebate to a $0.29 fee, with a 
proposed $0.00 Fee to Add Liquidity when BX Options Market Maker is 
trading with Non-Customer or BX Options Market Maker, or Firm.\16\
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    \15\ PRISM is a Price Improvement Mechanism for all-electronic 
BX Options whereby a buy and sell order may be submitted in one 
order message to initiate an auction at a stop price and seek 
potential price improvement. Options are traded electronically on BX 
Options, and all options participants may respond to a PRISM 
Auction, the duration of which is set at 200 milliseconds. PRISM 
includes auto-match functionality in which a Participant (an 
``Initiating Participant'') may electronically submit for execution 
an order it represents as agent on behalf of customer, broker 
dealer, or any other entity (``PRISM Order'') against principal 
interest or against any other order it represents as agent (an 
``Initiating Order'') provided it submits the PRISM Order for 
electronic execution into the PRISM Auction. See Chapter VI, Section 
9; and Securities Exchange Act Release No. 76301 (October 29, 2015), 
80 FR 68347 (November 4, 2015) (SR-BX-2015-032) (order approving 
PRISM on BX).
    \16\ Currently, there is also a $0.29 Fee to Add Liquidity when 
BX Options Market Maker is trading with Customer. This fee remains 
unchanged.
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    Chapter XV, Section 2 subsection (1) reflecting the proposed Select 
Symbols Options Tier Schedule, with a new Fee to Add Liquidity when BX 
Options Market Maker is trading with Non-Customer or BX Options Market 
Maker, or Firm, will read as follows:

Sec. 2 BX Options Market--Fees and Rebates

    The following charges shall apply to the use of the order execution 
and routing services of the BX Options market for all securities.
    (1) Fees for Execution of Contracts on the BX Options Market:
* * * * *

[[Page 34416]]



                                      Select Symbols Options Tier Schedule
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                                                                     Rebate to
                                   Rebate to add    Fee to add        remove       Fee to remove    Fee to add
                                     liquidity       liquidity       liquidity       liquidity       liquidity
----------------------------------------------------------------------------------------------------------------
When:                                   Customer      BX Options        Customer      BX Options      BX Options
                                                    Market Maker                    Market Maker    Market Maker
----------------------------------------------------------------------------------------------------------------
Trading with:                       Non-customer        Customer    Non-customer        Customer    Non-customer
                                   or BX Options                   or BX Options                   or BX Options
                                   Market Maker,                   Market Maker,                   Market Maker,
                                         or Firm                    Customer, or                         or Firm
                                                                            Firm
----------------------------------------------------------------------------------------------------------------
Tier 1:
    Participant executes less              $0.00           $0.44           $0.00           $0.42           $0.14
     than 0.05% of total
     industry customer equity
     and ETF option ADV
     contracts per month........
Tier 2:
    Participant executes 0.05%              0.10            0.44            0.25            0.42            0.10
     to less than 0.15% of total
     industry customer equity
     and ETF option ADV
     contracts per month........
Tier 3:
    Participant executes 0.15%              0.20            0.40            0.37            0.39            0.04
     or more of total industry
     customer equity and ETF
     option ADV contracts per
     month......................
Tier 4:
    Participant executes greater            0.25            0.29            0.37            0.25            0.00
     than 10,000 PRISM Agency
     Contracts per month; or
     Participant executes BX
     Options Market Maker volume
     of 0.30% or more of total
     industry customer equity
     and ETF options ADV per
     month......................
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BX Options Select Symbol List
    The following are Select Symbols: ASHR, DIA, DXJ, EEM, EFA, EWJ, 
EWT, EWW, EWY, EWZ, FAS, FAZ, FXE, FXI, FXP, GDX, GLD, HYG, IWM, IYR, 
KRE, OIH, QID, QLD, QQQ, RSX, SDS, SKF, SLV, SPY, SRS, SSO, TBT, TLT, 
TNA, TZA, UNG, URE, USO, UUP, UVXY, UYG, VXX, XHB, XLB, XLE, XLF, XLI, 
XLK, XLP, XLU, XLV, XLY, XME, XOP, XRT
     Firm fee to add liquidity and fee to remove liquidity in 
Select Symbols Options will be $0.33 per contract, regardless of 
counterparty.
     Non-Customer fee to add liquidity and fee to remove 
liquidity in Select Symbols Options will be $0.46 per contract, 
regardless of counterparty.
     BX Options Market Maker fee to remove liquidity in Select 
Symbols Options will be $0.46 per contract when trading with Firm, Non-
Customer, or BX Options Market Maker.
     Customer fee to add liquidity in Select Symbols Options 
when contra to another Customer is $0.33 per contract.
     Volume from all products listed on BX Options will apply 
to the Select Symbols Options Tiers.
* * * * *
    The Exchange is proposing fees changes and adopting in the Select 
Symbols Options Tier Schedule a graduated Fee to Add Liquidity when BX 
Options Market Maker is trading with Non-Customer or BX Options Market 
Maker, or Firm. The Exchange believes that this will provide incentives 
for execution of more contracts, and in particular Select Symbols 
Options contracts, on the BX Options Market. The proposed Fee to Add 
Liquidity incentivizes execution of Select Symbol Options Contracts on 
the Exchange by the fee being lower for each subsequent higher-level 
Tier.
    The Exchange also believes that its proposal should provide 
increased opportunities for participation in executions on the 
Exchange, facilitating the ability of the Exchange to bring together 
participants and encourage more robust competition for orders.
2. Statutory Basis
    The Exchange believes that its proposal to amend its Pricing 
Schedule is consistent with Section 6(b) of the Act,\17\ in general, 
and furthers the objectives of Section 6(b)(4) and (b)(5) of the 
Act,\18\ 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 or system which the 
Exchange operates or controls, and is not designed to permit unfair 
discrimination between customers, issuers, brokers, or dealers.
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    \17\ 15 U.S.C. 78f(b).
    \18\ 15 U.S.C. 78f(b)(4), (5).
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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.'' \19\
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    \19\ Securities Exchange Act Release No. 51808 (June 29, 2005), 
70 FR 37496 at 37499 (File No. S7-10-04) (``Regulation NMS Adopting 
Release'') [sic].
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    Likewise, in NetCoalition v. Securities and Exchange Commission 
\20\ (``NetCoalition'') the D.C. Circuit upheld the Commission's use of 
a market-based approach in evaluating the fairness of market data fees 
against a challenge claiming that Congress mandated a cost-based 
approach.\21\ As the court emphasized, the Commission ``intended in 
Regulation NMS that `market forces, rather than regulatory 
requirements' play a role in determining the market data . . . to be 
made available to investors and at what cost.'' \22\
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    \20\ NetCoalition v. SEC, 615 F.3d 525 (D.C. Cir. 2010).
    \21\ See id. at 534-535.
    \22\ See id. at 537.

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[[Page 34417]]

    Further, ``[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'. . . .'' \23\ Although the court and 
the SEC were discussing the cash equities markets, the Exchange 
believes that these views apply with equal force to the options 
markets.
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    \23\ See id. at 539 (quoting Securities Exchange Act Commission 
at [sic] Release No. 59039 (December 2, 2008), 73 FR 74770 at 74782-
74783 (December 9, 2008) (SR-NYSEArca-2006-21)).
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    The Exchange proposes to amend its Chapter XV, Section 2, to modify 
certain fees to adopt Fee to Add Liquidity in the Select Symbol Options 
Tier Schedule for certain Penny Pilot Options. The proposed Fee to Add 
Liquidity in the Select Symbols Options Tier Schedule would, as 
discussed, apply where BX Options Market Maker is trading with Non-
Customer or BX Options Market Maker, or Firm. The Exchange believes 
that its proposal is reasonable, equitable, and not unfairly 
discriminatory and should provide increased opportunities for 
participation in executions on the Exchange, facilitating the ability 
of the Exchange to bring together participants and encourage more 
robust competition for orders.

Change 1--Penny Pilot Options: Add Fee To Add Liquidity Column To 
Select Symbols Options Tier Schedule

    In Change 1, the Exchange proposes modifications to convert the 
current footnoted Fee to Add Liquidity \24\ to a fifth column in the 
Select Symbols Options Tier Schedule. The proposed Fee to Add Liquidity 
is graduated according to Tiers 1 through 4 in the Select Symbols 
Options Tier Schedule. The proposed change keeps the current $0.04 fee 
applicable to Tier 3, and indicates that the fee is reduced as 
additional liquidity is brought to the Exchange according to Tiers 1 
through 4 in the Select Symbols Options Tier Schedule.
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    \24\ The current footnote states:  BX Options Market 
Maker fee to add liquidity in Select Symbols Options will be $0.04 
when trading with Firm, Non-Customer, or BX Options Market Maker.
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    Specifically, the Exchange proposes four graduated fees that range 
from $0.14 for Tier 1 to $0.00 for Tier 4.
    Tier 1 \25\ currently ranges from a $0.00 rebate to a $0.44 fee. 
The Exchange is proposing in Tier 1 the largest $0.14 Fee to Add 
Liquidity when BX Options Market Maker is trading with Non-Customer or 
BX Options Market Maker, or Firm. Tier 2 currently ranges from a $0.25 
rebate to a $0.44 fee. The Exchange is proposing in Tier 2 a $0.10 Fee 
to Add Liquidity when BX Options Market Maker is trading with Non-
Customer or BX Options Market Maker, or Firm. Tier 3 ranges from a 
$0.37 rebate to a $0.40 fee. The Exchange is proposing in Tier 3 a 
$0.04 Fee to Add Liquidity when BX Options Market Maker is trading with 
Non-Customer or BX Options Market Maker, or Firm. The proposed $0.04 
Fee to Add Liquidity is the same as the fee in the current footnote, 
except as proposed the fee is graduated according to the four Tiers. 
Tier 4 currently ranges from a $0.37 rebate to a $0.29 fee. In Tier 4, 
the Exchange is proposing the smallest $0.00 Fee to Add Liquidity when 
BX Options Market Maker is trading with Non-Customer or BX Options 
Market Maker, or Firm.
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    \25\ Each of the four applicable Tiers, which do not change, are 
described above.
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    The proposed rule change is reasonable because it continues to 
encourage market participant behavior through the fees and rebates 
system, which is an accepted methodology among options exchanges.\26\ 
Converting the current footnote regarding Fee to Add Liquidity when BX 
Options Market Maker is trading with Non-Customer or BX Options Market 
Maker, or Firm to the graduated Fee to Add Liquidity is reasonable 
because of the nature of Select Symbol options. These are the most 
heavily traded options on the Exchange as well as in the industry. By 
graduating the proposed Fee to Add Liquidity when BX Options Market 
Maker is trading with Non-Customer or BX Options Market Maker, or Firm, 
the Exchange is promoting transactions in Select Symbol Options and 
further promoting options liquidity on the Exchange.
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    \26\ See, e.g., fee and rebate schedules of other options 
exchanges, including, but not limited to, NASDAQ Options Market 
(``NOM''), NASDAQ PHLX LLC (``Phlx''), and Chicago Board Options 
Exchange (``CBOE'').
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    The Exchange believes that the proposed Fee to Add Liquidity in the 
Select Symbol Options Tier Schedule is reasonable because it is not a 
novel, untested structure. Rather, the proposed Fee to Add Liquidity is 
a graduated fees and rebate structure that is similar to what is 
offered by other options markets \27\ and is similar to the Exchange's 
existing Select Symbols Options Tier Schedule.\28\ The proposed fee 
schedule is, as discussed, graduated according to four Tiers. Thus, the 
highest proposed Fee to Add Liquidity is applicable to Tier 1, which 
requires the least amount or [sic] liquidity, and the lowest proposed 
Fee to Add Liquidity is applicable to Tier 4, which requires the 
greatest amount of liquidity. The Exchange believes that the higher 
fees in Tier 1 and 2 (as opposed to the footnote fee of $0.04, which is 
proposed in Tier 3) are reasonable because they continue to incentivize 
bringing liquidity to the Exchange while enabling the Exchange to 
recoup some of its costs.
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    \27\ See, e.g., MIAX Options Exchange (``MIAX'').
    \28\ See, e.g., in the Exchange's current Select Symbols Options 
Tier Schedule: The Fee to Add Liquidity when BX Options Market Maker 
is trading with Customer, and the Rebate to Add Liquidity when 
Customer is trading with Non-Customer or BX Options Market Maker, or 
Firm. BX Chapter XV, Section 2(1).
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    The proposed Fee to Add Liquidity that varies according to Tiers in 
the Select Symbols Options Tier Schedule clearly reflects the 
progressively increasing nature of Participant executions structured 
for the purpose of attracting order flow to the Exchange. This 
encourages market participant behavior through progressive tiered fees 
and rebates using an accepted methodology among options exchanges.
    The Exchange is proposing changes to its fees schedule and adopting 
in the Select Symbols Options Tier Schedule a graduated Fee to Add 
Liquidity when BX Options Market Maker is trading with Non-Customer or 
BX Options Market Maker, or Firm. The Exchange believes that this will 
provide incentives for execution of more contracts, and in particular 
Select Symbols Options contracts, on the BX Options Market. The 
proposed Fee to Add Liquidity incentivizes execution of Select Symbol 
Options Contracts on the Exchange by such fee being lower for each 
subsequent higher Tier.
    The Exchange also believes that its proposal should provide 
increased opportunities for participation in executions on the 
Exchange, facilitating the ability of the Exchange to bring together 
participants and encourage more robust competition for orders.
    Establishing the proposed Fee to Add Liquidity when BX Options 
Market Maker is trading with Non-Customer or BX Options Market Maker, 
or Firm is equitable and not unfairly discriminatory. This is because 
the Exchange's proposal to add the noted Fee to Add Liquidity in the 
Select Symbols Options Tier Schedule will apply uniformly to all 
similarly situated

[[Page 34418]]

Participants. The fee and rebate schedule as proposed continues to 
reflect differentiation among different market participants. The 
Exchange believes that the differentiation is equitable and not 
unfairly discriminatory, as well as reasonable, because transactions of 
a BX Options Market Maker must constitute a course of dealings 
reasonably calculated to contribute to the maintenance of a fair and 
orderly market, and BX Options Market Makers should not make bids or 
offers or enter into transactions that are inconsistent with such 
course of dealings. All Market Makers are designated as specialists on 
BX Options for all purposes under the Exchange Act or Rules 
thereunder.\29\
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    \29\ See Chapter VII, Section 5, entitled ``Obligations of 
Market Makers.'' See also Chapter VII, Section 2.
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    The Exchange believes that by making the proposed changes it is 
continuing to incentivize Participants to execute more volume on the 
Exchange to further enhance liquidity in this market.

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. Specifically, the Exchange does 
not believe that its proposal to make changes to its Select Symbols 
Options Tiers Schedule to adopt the Fee to Add Liquidity when BX 
Options Market Maker is trading with Non-Customer or BX Options Market 
Maker, or Firm will impose any undue burden on competition, as 
discussed below.
    The Exchange operates in a highly competitive market in which many 
sophisticated and knowledgeable market participants can readily and do 
send order flow to competing exchanges if they deem fee levels or 
rebate incentives at a particular exchange to be excessive or 
inadequate. Additionally, new competitors have entered the market and 
still others are reportedly entering the market shortly. These market 
forces ensure that the Exchange's fees and rebates remain competitive 
with the fee structures at other trading platforms. In that sense, the 
Exchange's proposal is actually pro-competitive because the Exchange is 
simply continuing its fees and rebates for Penny Pilot Options in the 
Select Symbols Options Tier Schedule, and is establishing a graduated 
Fee to Add Liquidity when BX Options Market Maker is trading with Non-
Customer or BX Options Market Maker, or Firm in [sic] in order to 
remain competitive in the current environment.
    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 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 exchanges and with 
alternative trading systems that have been exempted from compliance 
with the statutory standards applicable to 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 terms of intra-market competition, the Exchange notes that price 
differentiation among different market participants operating on the 
Exchange (e.g., Customer and BX Options Market Maker) is reasonable. 
Customer activity, for example, enhances liquidity on the Exchange for 
the benefit of all market participants and benefits all market 
participants by providing more trading opportunities, which attracts 
market makers. An increase in the activity of these market participants 
(particularly in response to pricing) in turn facilitates tighter 
spreads, which may cause an additional corresponding increase in order 
flow from other market participants.
    Moreover, unlike others [sic] market participants each BX Options 
Market Maker commits to various obligations. These obligations include, 
for example, transactions of a BX Market Maker must constitute a course 
of dealings reasonably calculated to contribute to the maintenance of a 
fair and orderly market, and BX Market Makers should not make bids or 
offers or enter into transactions that are inconsistent with such 
course of dealings.\30\
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    \30\ See Chapter VII, Section 5.
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    In this instance, the proposed changes to the fees to establish a 
Fee to Add Liquidity when BX Options Market Maker is trading with Non-
Customer or BX Options Market Maker, or Firm in the Select Symbols 
Options Tiers Schedule, does not impose a burden on competition because 
the Exchange's execution and routing services are completely voluntary 
and subject to extensive competition both from other exchanges and from 
off-exchange venues. 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. 
Additionally, the changes proposed herein are pro-competitive to the 
extent that they continue to allow the Exchange to promote and maintain 
order executions.

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

    Pursuant to Section 19(b)(3)(A)(ii) of the Act,\31\ the Exchange 
has designated this proposal as establishing or changing a due, fee, or 
other charge imposed by the self-regulatory organization on any person, 
whether or not the person is a member of the self-regulatory 
organization, which renders the proposed rule change effective upon 
filing.
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    \31\ 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

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or

[[Page 34419]]

     Send an email to [email protected]. Please include 
File Number SR-BX-2016-027 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-BX-2016-027. 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 Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all 
written statements with respect to the proposed rule change that are 
filed with the Commission, and all written communications relating to 
the proposed rule change between the Commission and any person, other 
than those that may be withheld from the public in accordance with the 
provisions of 5 U.S.C. 552, will be available for Web site 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; the Commission does 
not edit personal identifying information from submissions. You should 
submit only information that you wish to make available publicly. All 
submissions should refer to File Number SR-BX-2016-027 and should be 
submitted on or before June 21, 2016.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\32\
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    \32\ 17 CFR 200.30-3(a)(12).
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Robert W. Errett,
Deputy Secretary.
[FR Doc. 2016-12669 Filed 5-27-16; 8:45 am]
 BILLING CODE 8011-01-P