[Federal Register Volume 84, Number 240 (Friday, December 13, 2019)]
[Notices]
[Pages 68231-68235]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-26851]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-87692; File No. SR-CboeEDGX-2019-064]


Self-Regulatory Organizations; Cboe EDGX Exchange, Inc.; Order 
Approving a Proposed Rule Change To Adopt Rule 21.23 (Complex 
Solicitation Auction Mechanism)

December 9, 2019.

I. Introduction

    On October 23, 2019, Cboe EDGX Exchange, Inc. (the ``Exchange'' or 
``EDGX'') filed with the Securities and Exchange Commission 
(``Commission''), pursuant to Section 19(b)(1) of the Securities 
Exchange Act of 1934 (``Act'') \1\ and Rule 19b-4 thereunder,\2\ a 
proposed rule change to adopt Rule 21.23, the Complex Solicitation 
Auction Mechanism (``C-SAM''), a solicited order mechanism for larger-
sized complex orders. The proposed rule change was published for 
comment in the Federal Register on November 6, 2019.\3\ The Commission 
has received no comments regarding the proposal. This order approves 
the proposed rule change.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 87435 (October 31, 
2019), 84 FR 59866 (``Notice'').
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II. Description of the Proposed Rule Change

    As described more fully in the Notice,\4\ the Exchange proposes to 
adopt Rule 21.23 \5\ allowing complex orders to be submitted to and 
processed in its solicited order mechanism. The proposal permits an 
Options Member

[[Page 68232]]

(the ``Initiating Member'') to execute electronically a larger-sized 
complex order it represents as agent (``Agency Order'') against a 
solicited complex order(s) (``Solicited Order''), provided that it 
submits both the Agency Order and Solicited Order into the C-SAM.\6\
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    \4\ See id.
    \5\ For purposes of proposed Rule 21.23, the term ``SBBO'' means 
the synthetic best bid or offer calculated using the best displayed 
price for each component of a complex strategy from the simple book 
at the particular point in time applicable to the reference. The 
Exchange notes that there is no national best bid or offer for 
complex orders, as complex orders may be executed without 
consideration of any prices for the complex strategy that might be 
available on other exchanges trading the same complex strategy. See 
Rule 21.20(c)(2)(E).
    \6\ The Solicited Order cannot have a capacity of F for the same 
EFID as the Agency Order. The Agency Order and Solicited Order 
cannot both be for the accounts of a customer.
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A. Eligibility and C-SAM Auction Process

    The Initiating Member may initiate a C-SAM in any class traded on 
the Exchange.\7\ The smallest leg of an Agency Order marked for C-SAM 
processing must be at least the minimum size designated by the 
Exchange, which may not be less than 500 standard option contracts or 
5,000 mini-option contracts.\8\ The size of the Solicited Order(s) must 
be for/total the same size as the Agency Order.\9\ The system will 
automatically handle each of the Agency Order and Solicited Order as an 
all-or-none (``AON'') order,\10\ and the price of the Agency Order and 
Solicited Order must be in an increment of $0.01.\11\ Also, an 
Initiating Member may not designate an Agency Order or Solicited Order 
as Post Only \12\ and may only submit an Agency Order after the complex 
order book (``COB'') opens.\13\
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    \7\ See proposed Rule 21.23(a)(1).
    \8\ See proposed Rule 21.23(a)(3).
    \9\ See id.
    \10\ See id. The Exchange notes that it intends to separately 
amend Rule 21.21, which currently states that an Initiating Member 
must designate the Agency Order and Solicited Order as AON, to 
conform to proposed Rule 21.23(a)(3). See Notice, supra note 3, at 
59867 n.12.
    \11\ See proposed Rule 21.23(a)(4).
    \12\ See proposed Rule 21.23(a)(5).
    \13\ See proposed Rule 21.23(a)(6).
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    The Solicited Order must stop the entire buy (sell) Agency Order at 
a price that is at or better than the then-current SBO (SBB) or the 
price of the best-priced sell (buy) complex order on the COB.\14\ 
Regarding resting simple orders that are on the same side as the Agency 
Order, the proposal provides that if the Agency Order is to buy (sell), 
the stop price must be at or better than the SBB (SBO), unless the 
applicable side of the BBO on any component of the complex strategy 
represents a Priority Customer order on the simple book, in which case 
the stop price must be at least $0.01 better than the SBB (SBO).\15\ 
Regarding resting complex orders that are on the same side as the 
Agency Order, the proposal provides that if the Agency Order is to buy 
(sell), the stop price must be at least $0.01 better than the bid 
(offer) of the resting complex order, unless the Agency Order is a 
Priority Customer order and the resting order on the COB is not a 
Priority Customer, in which case the stop price must be at or better 
than the bid (offer) of the resting complex order.\16\ Regarding 
resting simple orders that are on the opposite side as the Agency 
Order, the proposal provides that if the Agency Order is to buy (sell), 
the stop price must be at or better than the SBO (SBB), unless the BBO 
of any component of the complex strategy represents a Priority Customer 
order on the simple book, in which case the stop price must be at least 
$0.01 better than the SBO (SBB).\17\ Regarding resting complex orders 
that are on the opposite side as the Agency Order, the proposal 
provides that if the Agency Order is to buy (sell) and the best-priced 
sell (buy) complex order on the COB represents (i) a complex order that 
is not a Priority Customer, the stop price must be at or better than 
the price of the resting complex order; or (ii) a Priority Customer 
complex order, the stop price must be at least $0.01 better than the 
SBO (SBB).\18\
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    \14\ See proposed Rule 21.23(b).
    \15\ See proposed Rule 21.23(b)(1).
    \16\ See proposed Rule 21.23(b)(2).
    \17\ See proposed Rule 21.23(b)(3).
    \18\ See proposed Rule 21.23(b)(4).
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    The Exchange system will initiate the C-SAM process by sending a C-
SAM auction notification message detailing the side, size, price, 
capacity, auction ID, and complex strategy of the Agency Order to all 
Options Members that elect to receive C-SAM auction notification 
messages.\19\ C-SAM auction notification messages will not be 
disseminated to the Options Price Reporting Authority (``OPRA'').\20\ 
The C-SAM auction will last for a period of time determined by the 
Exchange (the ``C-SAM auction period''), which may be no less than 100 
milliseconds and no more than one second.\21\ An Initiating Member may 
not modify or cancel an Agency Order or Solicited Order after 
submission to a C-SAM auction.\22\
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    \19\ See proposed Rule 21.23(c)(2).
    \20\ See id.
    \21\ See proposed Rule 21.23(c)(3). The Exchange will announce 
the length of the C-SAM auction period to Options Members pursuant 
to Rule 16.3.
    \22\ See proposed Rule 21.23(c)(4).
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    Any user other than the Initiating Member (determined by EFID) may 
submit responses to a C-SAM auction that are properly marked specifying 
size, side of the market, and the auction ID for the C-SAM auction to 
which the user is submitting the response.\23\ C-SAM responses must be 
on the opposite side of the market as the Agency Order,\24\ and the 
minimum price increment for C-SAM responses is $0.01.\25\ C-SAM buy 
(sell) responses are capped at the better of the SBO (SBB) or the offer 
(bid) of a resting complex order at the top of the COB, or $0.01 better 
than the better of the SBO (SBB) or the offer (bid) of a resting 
complex order at the top of the COB if the BBO of any component of the 
complex strategy or the resting complex order, respectively, is a 
Priority Customer order.\26\ For purposes of the C-SAM auction, the 
system will aggregate all of a user's complex orders on the COB and C-
SAM responses for the same EFID at the same price.\27\ The system will 
cap the size of a C-SAM response, or the aggregate size of a user's 
complex orders on the COB and C-SAM responses for the same EFID at the 
same price, at the size of the Agency Order (i.e., the system will 
ignore size in excess of the size of the Agency Order when processing a 
C-SAM auction).\28\ C-SAM responses will not be visible to C-SAM 
auction participants or disseminated to OPRA.\29\ A user may modify or 
cancel its C-SAM responses during the C-SAM auction.\30\
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    \23\ See proposed Rule 21.23(c)(5).
    \24\ See proposed Rule 21.23(c)(5)(E).
    \25\ See proposed Rule 21.23(c)(5)(A).
    \26\ See proposed Rule 21.23(c)(5)(B).
    \27\ See proposed Rule 21.23(c)(5)(C). The Exchange notes that 
this is similar to the corresponding provision for the Exchange's 
simple SAM auction. See Rule 21.22(c)(5)(C). The Exchange also notes 
that this (combined with the proposed size cap) is intended to 
prevent an Options Member from submitting multiple orders or 
responses at the same price to obtain a larger pro-rata share of the 
Agency Order. See Notice, supra note 3, at 59870.
    \28\ See proposed Rule 21.23(c)(5)(D). The Exchange notes that 
this is similar to the corresponding provision for the Exchange's 
simple SAM auction. See Rule 21.22(c)(5)(D). The Exchange notes that 
this is intended to prevent an Options Member from submitting an 
order or response with an extremely large size in order to obtain a 
larger pro-rata share of the Agency Order. See Notice, supra note 3, 
at 59870.
    \29\ See proposed Rule 21.23(c)(5)(F).
    \30\ See proposed Rule 21.23(c)(5)(G).
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    One or more C-SAM auctions in the same complex strategy may occur 
at the same time, C-SAM auctions in different complex strategies may be 
ongoing at any given time (even if the complex strategies have 
overlapping components), and a C-SAM auction may be ongoing at the same 
time as a SAM auction in any component of the complex strategy.\31\ To 
the extent there is more than one C-SAM auction in a complex strategy 
underway at a time, the C-SAM auctions will conclude sequentially based 
on the exact time each C-SAM commenced, unless terminated early 
pursuant to proposed Rule 21.23(d).\32\ In the event there are multiple 
C-SAM auctions underway that are each terminated early pursuant

[[Page 68233]]

to proposed Rule 21.23(d), the system will process the C-SAM auctions 
sequentially based on the exact time each C-SAM auction commenced.\33\ 
If the system receives a simple order that causes a SAM auction and C-
SAM auction (or multiple SAM and/or C-SAM auctions) to conclude 
pursuant to Rule 21.23(d) and Rule 21.21(d), the system will first 
process SAM auctions (in price-time priority) and then process C-SAM 
auctions (in price-time priority).\34\ At the time each C-SAM auction 
concludes, the system will allocate the Agency Order pursuant to 
proposed Rule 21.23(e) and will take into account all C-SAM responses 
and unrelated orders and quotes in place at the exact time of 
conclusion.\35\
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    \31\ See proposed Rule 21.23(c)(1)(A).
    \32\ See proposed Rule 21.23(c)(1)(B).
    \33\ See id. See also Notice, supra note 3, at 59868-69.
    \34\ See proposed Rule 21.23(c)(1)(B).
    \35\ See proposed Rule 21.23(c)(1)(C).
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B. Conclusion of the C-SAM Auction

    The C-SAM will conclude at the sooner of the following: (i) The end 
of the C-SAM auction period; (ii) upon receipt by the system of an 
unrelated non-Priority Customer complex order on the same side of 
market as the Agency Order that would post to the COB at a price better 
than the stop price; (iii) upon receipt by the system of an unrelated 
Priority Customer complex order on the same side of the market as the 
Agency Order that would post to the COB at a price equal to or better 
than the stop price; (iv) upon receipt by the system of an unrelated 
non-Priority Customer order or quote that would post to the simple book 
and cause the SBBO on the same side of the market as the Agency Order 
to be better than the stop price; (v) upon receipt by the system of a 
Priority Customer order in any component of the complex strategy that 
would post to the simple book and cause the SBBO on the same side of 
the market as the Agency Order to be equal to or better than the stop 
price; (vi) upon receipt by the system of a simple non-Priority 
Customer order that would cause the SBBO on the opposite side of market 
as the Agency Order to be better than the stop price, or a Priority 
Customer order that would cause the SBBO on the opposite side of market 
as the Agency Order to be equal to or better than the stop price; (vii) 
upon receipt by the system of an order that would cause the SBBO to be 
a price not permissible under the Limit Up-Limit Down Plan or 
Regulation SHO, provided, however, that in such instance, the C-SAM 
auction would conclude without execution; (viii) the market close; and 
(ix) any time the Exchange halts trading in the complex strategy, 
provided, however, that in such instance the C-SAM auction will 
conclude without execution.\36\
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    \36\ See proposed Rule 21.23(d)(1).
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    An unrelated market or marketable limit complex order (against the 
SBBO or the best price of a complex order resting in the COB), 
including a Post Only complex order, on the opposite side of the Agency 
Order received during the C-SAM will not cause the C-SAM auction to end 
early and will execute against interest outside of the C-SAM auction or 
be posted to the COB.\37\ If contracts remain from such unrelated 
complex order at the time the C-SAM auction ends, they may be allocated 
for execution against the Agency Order pursuant to proposed Rule 
21.23(e).\38\
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    \37\ See proposed Rule 21.23(d)(2).
    \38\ See id.
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C. Priority and Allocation

    At the conclusion of the C-SAM auction, the system will execute the 
Agency Order against the Solicited Order or contra-side complex 
interest (which includes complex orders on the COB and C-SAM responses) 
at the best price(s) as follows (provided that any execution price(s) 
must be at or between the SBBO and the best prices of any complex 
orders resting on each side of the COB at the conclusion of the C-SAM 
auction): \39\
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    \39\ See proposed Rule 21.23(e). Additionally, if there is a 
Priority Customer order representing any leg of the SBBO in the 
simple book, the execution price must be better than the SBBO, in 
accordance with complex order priority. See Rule 21.20(f)(2). 
Additionally, any execution price must be better than the price of 
any resting Priority Order complex order on the COB.
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     The system will execute the Agency Order against the 
Solicited Order at the stop price if there are no Priority Customer 
complex orders resting on the COB on the opposite side of the Agency 
Order at or better than the stop price and the aggregate size of 
contra-side interest at an improved price(s) is insufficient to satisfy 
the Agency Order.\40\
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    \40\ See proposed Rule 21.23(e)(1).
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     The system will execute the Agency Order against contra-
side interest (and cancel the Solicited Order) if (A) there is a 
Priority Customer complex order resting on the COB on the opposite side 
of the Agency Order at or better than the stop price and the aggregate 
size of that order and other contra-side interest is sufficient to 
satisfy the Agency Order; or (B) the aggregate size of contra-side 
interest at an improved price(s) is sufficient to satisfy the Agency 
Order.\41\ The Agency Order execution against such contra-side interest 
will occur at each price level, to the price at which the balance of 
the Agency Order can be fully executed, first against Priority Customer 
complex orders on the COB (in time priority) and then against remaining 
contra-side interest (including non-Priority Customer orders on the COB 
and C-SAM responses) in a pro-rata manner.\42\
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    \41\ See proposed Rule 21.23(e)(2).
    \42\ See id.
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     The system will cancel the Agency Order and Solicited 
Order with no execution if (i) execution of the Agency Order against 
the Solicited Order at the stop price would not be at or between the 
SBBO at the conclusion of the C-SAM auction, better than the SBBO if 
there is a Priority Customer order in any leg component in the simple 
book, at or better than the best-priced complex order resting on the 
COB, or better than the best-priced complex order resting on the COB if 
it is a Priority Customer complex order; (ii) there is a Priority 
Customer complex order resting on the COB on the opposite side of the 
Agency Order at or better than the stop price, and the aggregate size 
of the Priority Customer complex order and any other contra-side 
interest is insufficient to satisfy the Agency Order; or (iii) there is 
a non-Priority Customer complex order resting on the COB on the 
opposite side of the Agency Order at a price better than the stop 
price, and the aggregate size of the resting complex order and any 
other contra-side interest is insufficient to satisfy the Agency 
Order.\43\
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    \43\ See proposed Rule 21.23(e)(3).
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    Executions following a C-SAM Auction for a complex Agency Order are 
subject to the complex order price restrictions and priority in Rule 
21.20(f)(2).\44\ The system will cancel or reject any unexecuted C-SAM 
responses (or unexecuted portions) at the conclusion of the C-SAM 
auction.\45\ The Agency Order will only execute against the Solicited 
Order or C-SAM responses and complex orders resting in the COB, and 
will not leg into the simple book, at the conclusion of a C-SAM 
auction.\46\
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    \44\ See proposed Rule 21.23(e)(4).
    \45\ See proposed Rule 21.23(e)(5).
    \46\ See Notice, supra note 3, at 59871.
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D. Notification Requirement and Order Exposure Rule

    Proposed Rule 21.23, Interpretation and Policy .01 provides that 
prior to entering Agency Orders into a C-SAM auction on behalf of 
customers, Initiating Members must deliver to the customer a written 
notification informing the customer that his order may be executed 
using the C-SAM

[[Page 68234]]

auction. The written notification must disclose the terms and 
conditions contained in proposed Rule 21.23 and be in a form approved 
by the Exchange.\47\
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    \47\ See proposed Rule 21.23, Interpretation and Policy .01.
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    Under Rule 21.23, Initiating Members may enter contra-side orders 
that are solicited. C-SAM provides a facility for Options Members that 
locate liquidity for their customer orders. Proposed Rule 21.23, 
Interpretation and Policy .02 provides that Options Members may not use 
the C-SAM auction to circumvent Rule 21.19 or 21.22 limiting principal 
transactions. This may include, but is not limited to, Options Members 
entering contra-side orders that are solicited from (a) affiliated 
broker-dealers or (b) broker-dealers with which the Options Member has 
an arrangement that allows the Options Member to realize similar 
economic benefits from the solicited transaction as it would achieve by 
executing the customer order in whole or in part as principal.\48\
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    \48\ See proposed Rule 21.23, Interpretation and Policy .02.
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III. Discussion and Commission Findings

    After careful review, the Commission finds that the proposed rule 
change is consistent with the requirements of the Act and the rules and 
regulations thereunder applicable to a national securities exchange 
and, in particular, with Section 6(b) of the Act.\49\ In particular, 
the Commission finds that the proposed rule change is consistent with 
Section 6(b)(5) of the Act,\50\ which requires, among other things, 
that the rules of a national securities exchange be designed to prevent 
fraudulent and manipulative acts and practices, to promote just and 
equitable principles of trade, to foster cooperation and coordination 
with persons engaged in regulating, clearing, settling, processing 
information with respect to, and facilitating transactions in 
securities, to remove impediments to and perfect the mechanism of a 
free and open market and a national market system, and, in general, to 
protect investors and the public interest.
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    \49\ 15 U.S.C. 78f(b). In approving this proposed rule change, 
the Commission has considered the proposed rule's impact on 
efficiency, competition, and capital formation. See 15 U.S.C. 
78c(f).
    \50\ 15 U.S.C. 78f(b)(5).
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    The Commission believes that allowing Options Members to enter 
complex orders into the C-SAM could provide additional opportunities 
for such large-sized complex orders to receive price improvement. The 
Commission further believes that the proposal to establish the C-SAM 
may allow for greater flexibility in executing large-sized complex 
orders, is not novel, and does not otherwise raise any issues of first 
impression.\51\ The Commission believes that the proposal includes 
appropriate terms and conditions to assure that the Agency Order is 
exposed to Options Members for the possibility of price improvement and 
that Priority Customer orders on the Exchange are protected. At the 
conclusion of a C-SAM, the Agency Order would either be executed in 
full (at a price at or between the SBBO and at or better than the best-
priced complex order resting on the COB at the conclusion of the C-SAM 
auction) or cancelled. The Agency Order will be executed against the 
Solicited Order at the proposed stop price if (i) there is insufficient 
size among contra-side trading interest at a price better than the stop 
price to execute the Agency Order; and (ii) there are no Priority 
Customer complex orders resting in the COB on the opposite side of the 
Agency Order at or better than the stop price.\52\ If there are 
Priority Customer complex orders and there is sufficient size to 
execute the Agency Order (considering all eligible interest), then the 
Agency Order will be executed against these interests and the Solicited 
Order will be cancelled.\53\ If, however, there are resting Priority 
Customer complex orders at the stop price, but there is not sufficient 
size to execute the Agency Order in full, then both the Agency Order 
and the Solicited Order will be cancelled.\54\ Finally, if there is 
sufficient size to execute the Agency Order in full at an improved 
price equal to or better than the SBBO and the best-priced complex 
order resting on the COB at the conclusion of the C-SAM auction, the 
Agency Order will execute at the improved price and the Solicited Order 
will be cancelled. The Commission believes that the priority and 
allocation rules for the C-SAM, which are consistent with similar 
mechanisms on other exchanges,\55\ are reasonable and consistent with 
the Act.
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    \51\ The Commission also notes that the proposal is nearly 
identical to the requirements set forth for the complex order 
solicitation mechanism on another options exchange. See Cboe Options 
Rule 5.40. See also Nasdaq ISE, LLC Options 3, Section 11(e).
    \52\ See proposed Rule 21.23(e)(1).
    \53\ See proposed Rule 21.23(e)(2).
    \54\ See proposed Rule 21.23(e)(3).
    \55\ See, e.g., Cboe Options Rule 5.40 (Complex Solicitation 
Auction Mechanism).
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IV. Section 11(a) of the Act

    Section 11(a)(1) of the Act \56\ prohibits a member of a national 
securities exchange from effecting transactions on that exchange for 
its own account, the account of an associated person, or an account 
over which it or its associated person exercises investment discretion 
(collectively, ``covered accounts'') unless an exception applies. Rule 
11a2-2(T) under the Act,\57\ known as the ``effect versus execute'' 
rule, provides exchange members with an exemption from the Section 
11(a)(1) prohibition. Rule 11a2-2(T) permits an exchange member, 
subject to certain conditions, to effect transactions for covered 
accounts by arranging for an unaffiliated member to execute 
transactions on the exchange. To comply with Rule 11a2-2(T)'s 
conditions, a member: (i) Must transmit the order from off the exchange 
floor; (ii) may not participate in the execution of the transaction 
once it has been transmitted to the member performing the execution; 
\58\ (iii) may not be affiliated with the executing member; and (iv) 
with respect to an account over which the member or an associated 
person has investment discretion, neither the member nor its associated 
person may retain any compensation in connection with effecting the 
transaction except as provided in the Rule. For the reasons set forth 
below, the Commission believes that Exchange Options Members entering 
orders into the C-SAM would satisfy the requirements of Rule 11a2-2(T).
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    \56\ 15 U.S.C. 78k(a)(1).
    \57\ 17 CFR 240.11a2-2(T).
    \58\ This prohibition also applies to associated persons. The 
member may, however, participate in clearing and settling the 
transaction.
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    The Rule's first condition is that orders for covered accounts be 
transmitted from off the exchange floor. In the context of automated 
trading systems, the Commission has found that the off-floor 
transmission requirement is met if a covered account order is 
transmitted from a remote location directly to an exchange's floor by 
electronic means.\59\ The Exchange represents that its trading system 
and the proposed C-SAM receive all orders electronically through remote 
terminals

[[Page 68235]]

or computer-to-computer interfaces.\60\ The Exchange also represents 
that orders for covered accounts from Options Members will be 
transmitted from a remote location directly to the proposed C-SAM by 
electronic means. Because no Exchange Options Member may submit orders 
into the C-SAM from on the floor of the Exchange, the Commission 
believes that the C-SAM satisfies the off-floor transmission 
requirement.
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    \59\ See, e.g., Securities Exchange Act Release Nos. 61419 
(January 26, 2010), 75 FR 5157 (February 1, 2010) (SR-BATS-2009-031) 
(approving BATS options trading); 59154 (December 23, 2008), 73 FR 
80468 (December 31, 2008) (SR-BSE-2008-48) (approving equity 
securities listing and trading on BSE); 57478 (March 12, 2008), 73 
FR 14521 (March 18, 2008) (SR-NASDAQ-2007-004 and SR-NASDAQ-2007-
080) (approving NOM options trading); 53128 (January 13, 2006), 71 
FR 3550 (January 23, 2006) (File No. 10-131) (approving The Nasdaq 
Stock Market LLC); 44983 (October 25, 2001), 66 FR 55225 (November 
1, 2001) (SR-PCX-00-25) (approving Archipelago Exchange); 29237 (May 
24, 1991), 56 FR 24853 (May 31, 1991) (SR-NYSE-90-52 and SR-NYSE-90-
53) (approving NYSE's Off-Hours Trading Facility); and 15533 
(January 29, 1979), 44 FR 6084 (January 31, 1979) (``1979 
Release'').
    \60\ See Notice, supra note 3, at 59876.
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    Second, the Rule requires that the member and any associated person 
not participate in the execution of its order after the order has been 
transmitted. The Exchange represents that at no time following the 
submission to the C-SAM of an order or C-SAM response is an Options 
Member able to acquire control or influence over the result or timing 
of the order's or response's execution.\61\ According to the Exchange, 
the execution of an order (including the Agency and the Solicited 
Order) or a C-SAM response sent to the C-SAM is determined by what 
other orders and responses are present and the priority of those orders 
and responses.\62\ Accordingly, the Commission believes that an Options 
Member does not participate in the execution of an order or response 
submitted to the C-SAM.
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    \61\ See id. (also representing, among other things, that no 
Options Member, including the Initiating Member, will see a C-SAM 
response submitted into C-SAM and therefore will not be able to 
influence or guide the execution of their Agency Orders, Solicited 
Orders, or C-SAM responses, as applicable).
    \62\ See id. The Exchange notes that an Initiating Member may 
not cancel or modify an Agency Order or Solicited Order after it has 
been submitted into C-SAM, but that Options Members may modify or 
cancel their responses after being submitted to a C-SAM. See id. at 
59876 n.77. As the Exchange notes, the Commission has stated that 
the non-participation requirement does not preclude members from 
cancelling or modifying orders, or from modifying instructions for 
executing orders, after they have been transmitted so long as such 
modifications or cancellations are also transmitted from off the 
floor. See Securities Exchange Act Release No. 14563 (March 14, 
1978), 43 FR 11542, 11547 (the ``1978 Release'').
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    Third, Rule 11a2-2(T) requires that the order be executed by an 
exchange member who is unaffiliated with the member initiating the 
order. The Commission has stated that this requirement is satisfied 
when automated exchange facilities, such as the C-SAM, are used, as 
long as the design of these systems ensures that members do not possess 
any special or unique trading advantages in handling their orders after 
transmitting them to the exchange.\63\ The Exchange represents that the 
C-SAM is designed so that no Options Member has any special or unique 
trading advantage in the handling of its orders or responses after 
transmitting its orders to the mechanism.\64\ Based on the Exchange's 
representation, the Commission believes that the C-SAM satisfies this 
requirement.
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    \63\ In considering the operation of automated execution systems 
operated by an exchange, the Commission noted that, while there is 
not an independent executing exchange member, the execution of an 
order is automatic once it has been transmitted into the system. 
Because the design of these systems ensures that members do not 
possess any special or unique trading advantages in handling their 
orders after transmitting them to the exchange, the Commission has 
stated that executions obtained through these systems satisfy the 
independent execution requirement of Rule 11a2-2(T). See 1979 
Release, supra note 48.
    \64\ See Notice, supra note 3, at 59876.
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    Fourth, in the case of a transaction effected for an account with 
respect to which the initiating member or an associated person thereof 
exercises investment discretion, neither the initiating member nor any 
associated person thereof may retain any compensation in connection 
with effecting the transaction, unless the person authorized to 
transact business for the account has expressly provided otherwise by 
written contract referring to Section 11(a) of the Act and Rule 11a2-
2(T) thereunder.\65\ The Exchange represents that Options Members 
relying on Rule 11a2-2(T) for transactions effected through the C-SAM 
must comply with this condition of the Rule and that the Exchange will 
enforce this requirement pursuant to its obligations under Section 
6(b)(1) of the Act to enforce compliance with federal securities 
laws.\66\
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    \65\ In addition, Rule 11a2-2(T)(d) requires a member or 
associated person authorized by written contract to retain 
compensation, in connection with effecting transactions for covered 
accounts over which such member or associated persons thereof 
exercises investment discretion, to furnish at least annually to the 
person authorized to transact business for the account a statement 
setting forth the total amount of compensation retained by the 
member or any associated person thereof in connection with effecting 
transactions for the account during the period covered by the 
statement. See 17 CFR 240.11a2-2(T)(d). See also 1978 Release, supra 
note 51, at 11548 (stating ``[t]he contractual and disclosure 
requirements are designed to assure that accounts electing to permit 
transaction-related compensation do so only after deciding that such 
arrangements are suitable to their interests'').
    \66\ See Notice, supra note 3, at 59876-77.
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V. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the 
Act,\67\ that the proposed rule change (SR-CboeEDGX-2019-064) be, and 
hereby is, approved.
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    \67\ 15 U.S.C. 78s(b)(2).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\68\
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    \68\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2019-26851 Filed 12-12-19; 8:45 am]
 BILLING CODE 8011-01-P