[Federal Register Volume 77, Number 227 (Monday, November 26, 2012)]
[Notices]
[Pages 70511-70515]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2012-28595]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-68265; File No. SR-CBOE-2012-109]


Self-Regulatory Organizations; Chicago Board Options Exchange, 
Incorporated; Notice of Proposed Rule Change Related to CBSX To Address 
Authority To Cancel Orders When a Technical or Systems Issue Occurs and 
To Describe the Operation of Routing Service Error Accounts

November 19, 2012.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 
1934 (the ``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby 
given that, on November 16, 2012, the Chicago Board Options Exchange, 
Incorporated (the ``Exchange'' or ``CBOE'') filed with the Securities 
and Exchange Commission (the ``Commission'') the proposed rule change 
as described in Items I and II 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.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange is proposing to amend its rules to (i) address the 
authority of CBOE Stock Exchange, LLC (``CBSX,'' CBOE's stock execution 
facility) to cancel orders (or release routing-related orders) when a 
technical or systems issue occurs; and (ii) describe the operation of a 
CBSX error account(s) and routing broker error account(s), which may be 
used to liquidate unmatched executions that may occur in the provision 
of CBSX's routing service. The text of the rule proposal is available 
on the Exchange's Web site (http://www.cboe.org/legal), at the 
Exchange's Office of the Secretary 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.

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

 1. Purpose
    The purpose of the proposed rule change is to adopt new Rule 52.3A 
to address the authority of CBSX to cancel orders (or release routing-
related orders) when a technical or systems issue occurs and to adopt 
new Rule 52.10A to describe the operation of a CBSX Error Account(s) 
(``CBSX Error Account(s)'') and routing broker error account(s), which 
may be used to liquidate unmatched executions that may occur in the 
provision of CBSX's routing service.
    By way of background, CBSX operates a system of trading that allows 
automatic executions to occur electronically. As part of this 
infrastructure, CBSX also automatically routes orders to other trading 
centers under certain circumstances. These routing services are 
provided in conjunction with one or more routing brokers that are not 
affiliated with CBSX.\4\ Mechanically, when CBSX receives an order from 
a Trading Permit Holder (``TPH'') that is held in CBSX system and 
determines to route an order to another trading center, CBSX provides 
the routing broker with a corresponding order and instructions to route 
the order to another trading center(s). The routing broker then sends 
the corresponding order to the other trading center.\5\
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    \4\ See, e.g., Rule 52.10, Order Routing to Other Trading 
Centers.
    \5\ Generally, the routing brokers route the orders directly to 
other trading centers. However, it is possible that a routing broker 
may route orders to another trading center through a third-party 
broker-dealer. In those cases, the third-party broker-dealer would 
route the orders to the other trading center in its name, and any 
executions would be submitted for clearance and settlement in the 
name of the routing broker so that any resulting positions are 
delivered to the routing broker upon settlement. As described above, 
normally the routing broker would then coordinate with CBSX to 
arrange for any resulting securities positions to be delivered to 
the TPH that submitted the corresponding order to CBSX. If error 
positions (as defined in proposed Rule 52.10A) result in connection 
with the routing broker's use of a third-party broker-dealer for 
outbound routing, and those positions are delivered to the routing 
broker through the clearance and settlement process, those positions 
would be permitted to be resolved in accordance with proposed Rule 
52.10A. If the third-party broker-dealer received error positions 
and the positions were not delivered to the routing broker through 
the clearance and settlement process, then the third-party broker-
dealer would resolve those position itself, and the positions would 
not be permitted to be resolved as set forth in proposed Rule 
52.10A.

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[[Page 70512]]

    In the normal course, the routing broker reports an execution or 
cancellation of the routed order back to CBSX. Routed orders that are 
executed at another trading center are submitted for clearance and 
settlement in the name of the routing broker. The routing broker then 
coordinates with CBSX to arrange for any resulting securities positions 
to be delivered to the TPH that submitted the original order to CBSX 
(i.e., upon receipt of a filled execution report for the routed order, 
the CBSX system pairs the execution against the TPH's original order 
being held in the CBSX system and reports the pairing for clearance and 
settlement purposes by submitting a non-tape, clearing only 
transaction).
    From time to time, CBSX encounters situations in which it becomes 
necessary to cancel orders (or release routing-related orders) and 
resolve error positions that result from errors of CBSX, routing 
brokers, or another trading center.\6\
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    \6\ The examples described in this filing are not intended to be 
exclusive. Proposed Rule 52.3A would provide general authority for 
CBSX to cancel orders (or release routing-related orders) in order 
to maintain fair and orderly markets when technical or systems 
issues are occurring, and proposed Rule 52.10A also would set forth 
the manner in which error positions (which may occur in the 
provision of CBSX's routing service) may be handled by CBSX. The 
proposed rule change is not limited to addressing order cancellation 
(release) or error positions resulting only from the specific 
examples described in this filing.
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Proposed Rule 52.3A (Order Cancellation/Release)
    The Exchange proposes to adopt new Rule 52.3A to address the 
authority of CBSX to cancel orders when a technical or systems issue 
occurs. Specifically, paragraph (a) of the proposed rule would 
expressly authorize CBSX to cancel orders as it deems to be necessary 
to maintain fair and orderly markets if a technical or systems issue 
occurs at CBSX,\7\ the routing broker, or another trading center to 
which a CBSX order has been routed. Paragraph (a) would also provide 
that a routing broker may only cancel orders being routed to another 
trading center based on CBSX's standing or specific instructions or as 
otherwise provided in the Exchange Rules.\8\ Paragraph (a) would also 
provide that CBSX shall provide notice of the cancellation to affected 
Trading Permit Holders as soon as practicable.
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    \7\ To confirm, the authority to cancel orders to maintain fair 
and orderly markets under proposed Rule 52.3A would apply to any 
technical or systems issue at CBSX and would include orders at CBSX 
(i.e., the authority to cancel orders would apply to any orders that 
are subject to CBSX's routing service and any orders that are not 
subject to CBSX's routing service). By comparison, the routing 
service error account provisions under proposed Rule 52.10A 
(discussed below) would apply only to original and corresponding 
orders that are subject to CBSX's routing service.
    \8\ As discussed above, CBSX uses non-affiliated routing brokers 
to provide the routing services. These routing brokers are also not 
facilities of CBSX. As provider of the routing services, CBSX 
determines the logic that determines when, how and where orders are 
routed away to other trading centers. See Rule 52.10.01(b). Under 
paragraph (a) to proposed Rule 52.10A, the decision to take action 
with respect to orders affected by a technical or systems issue 
shall be made by CBSX. Depending on where those orders are located, 
a routing broker would be permitted to initiate a cancellation of an 
order(s) pursuant to CBSX's standing or specific instructions or as 
otherwise provided in the Exchange Rules (e.g., CBSX's standing 
instructions might provide, among other things, that the routing 
broker could initiate the cancellation of orders if the routing 
broker is experiencing technical or systems issues routing orders to 
an away trading center).
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    Paragraph (b) of the proposed rule provides that CBSX may also 
determine to release orders being held on CBSX awaiting another trading 
center execution as it deems to be necessary to maintain fair and 
orderly markets if a technical or systems issues occurs at CBSX, a 
routing broker, or another trading center to which an order has been 
routed (the process for ``releasing'' orders is illustrated in more 
detail below). Paragraph (c) of the proposed rule would provide that, 
for purposes of Rule 52.10A, technical or system issues would include, 
without limitation, instances where CBSX has not received confirmation 
of an execution (or cancellation) on another trading center from a 
routing broker within a response time interval designated by CBSX, 
which interval may not be less than three (3) seconds.\9\
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    \9\ Such a situation may not cause CBSX to declare self-help 
against the other trading center pursuant to Rule 611 of Regulation 
NMS. If CBSX determines to cancel or release orders, as applicable, 
under proposed Rule 52.3A(a) but does not declare self-help against 
that other trading center, CBSX would continue to be subject to the 
trade-through requirements in Rule 611 with respect to that trading 
center.
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    The examples set forth below describe some of the circumstances in 
which CBSX may decide to cancel (or release) orders.

    Example 1: If a routing broker or another trading center 
experiences a technical or systems issue that results in CBSX or 
routing broker not receiving responses to immediate-or-cancel 
(``IOC'') orders sent to the other trading center, and that issue is 
not resolved in a timely manner, then CBSX may seek to cancel the 
routed orders affected by the issue.\10\ For instance, if a routing 
broker experiences a connectivity issue affecting the manner in 
which it sends and receives order messages to or from another 
trading center, it may be unable to receive timely execution or 
cancellation reports from the other trading center, and CBSX may 
consequently seek to cancel the affected routed orders (e.g., by 
calling the routing broker and instructing the routing broker to 
attempt to cancel the orders) or perhaps the routing broker may 
initiate the cancellation of the affected routed orders pursuant to 
a standing or specific instruction from CBSX. In these 
circumstances, CBSX would also attempt to release the initial orders 
submitted by TPHs.\11\
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    \10\ In a normal situation (i.e., one in which a technical or 
systems issue does not exist), CBSX should receive an immediate 
response back from the routing broker reporting any executions or 
cancellations from the other trading center, and would then pass the 
resulting fill or cancellation onto the TPH. If, after submitting an 
order for which a corresponding order has been routed to another 
trading center, a TPH sends an instruction to cancel the original 
order, the cancellation is held by CBSX until a response is received 
from the routing broker on the corresponding order. For instance, if 
the other trading center executes the corresponding order, the 
execution would be passed onto the TPH and the cancellation 
instruction on the TPH's original order would be disregarded.
    \11\ Once an initial order is released, any cancellation that a 
TPH submitted to CBSX on the initial order during such a situation 
would be honored. If a TPH did not submit a cancellation to CBSX, 
however, that initial order would remain ``live'' and thus be 
eligible for execution or posting on CBSX, and CBSX would not treat 
any execution of the initial order or any subsequent routed order 
related to that initial order as an error (unless, of course, the 
order was itself subject to another technical or systems issue or 
any other trading center processing exceeded the applicable response 
time interval).
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    Example 2: If CBSX does not receive confirmation of an execution 
(or cancellation) of an IOC order sent to another trading center 
from a routing broker within a designated response time interval of 
three (3) seconds, then an automated system feature will release the 
initial order being held by CBSX.\12\ CBSX would also attempt to 
cancel the routed order in these circumstances.\13\
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    \12\ See existing paragraph (a) to Rule 52.7, Sweeping and 
Trading Through Away Markets, which provides, in relevant part, that 
``[i]n the event that CBSX does not receive any response at all to 
an outbound Intermarket Sweep Order, and assuming that no system 
errors have been detected, CBSX will issue a cancellation at the 
expiration of the expiration delay timer on the Intermarket Sweep 
Order. This action will release the corresponding order that had 
been suspended on the CBSX Book pending the response to the 
Intermarket Sweep Order, and the released order will re-aggress the 
CBSX Book (including the generation of Intermarket Sweep Orders to 
other away markets, if necessary).''
    In conjunction with this rule change, CBSX is proposing to amend 
Rule 52.7 to provide that, ``[in] the event that CBSX does not 
receive any response at all to an outbound Intermarket Sweep Order, 
at the expiration of the response time interval, CBSX will release 
the corresponding order that had been suspended on the CBSX Book 
pending the response to the Intermarket Sweep Order in accordance 
with Rule 52.3A, and the released order will re-aggress the CBSX 
Book (including the generation of Intermarket Sweep Orders to other 
away markets, if necessary).'' See proposed changes to Rule 52.7(a).
    As noted in Example 2 above, if the corresponding initial order 
is released, CBSX would also attempt to cancel the routed order 
(e.g., by calling the routing broker and instructing the routing 
broker to attempt to cancel the orders).
    \13\ It is possible that attempts to cancel the routed orders 
may not succeed. If CBSX receives an execution report on the order 
that had been routed to another trading center, then the unmatched 
execution would be considered an ``error position'' under proposed 
Rule 52.10A.

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[[Page 70513]]

    Example 3: If CBSX experiences a systems issue, CBSX may take 
steps to cancel and/or release all outstanding orders affected by 
the issue (which orders may include orders that may or may not be 
subject to routing services). CBSX would also attempt to cancel any 
routed orders related to the TPHs' initial orders, if applicable, in 
these circumstances.\14\
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    \14\ It is possible that attempts to cancel the routed orders 
may not succeed. If CBSX receives an execution report on the order 
that had been routed to another trading center, then the unmatched 
execution would be considered an ``error position'' under proposed 
Rule 52.10A.
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Proposed Rule 52.10A (Routing Service Error Accounts)
    Proposed Rule 52.10A would provide that each routing broker shall 
maintain, in the name of the routing broker, one or more accounts for 
the purpose of liquidating unmatched trade positions that may occur in 
connection with the another trading center routing service provided 
under Rule 52.10 (``error positions'').\15\ In addition, CBSX may also 
maintain, in the name of CBSX, one or more CBSX Error Accounts for the 
purpose of liquidating error positions in the circumstances described 
below.
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    \15\ CBSX notes that, in connection with providing routing 
services, routing brokers currently may utilize their own error 
accounts to liquidate error positions. CBSX believes it is 
reasonable and not inappropriate to address routing errors through 
the error account of a routing broker because, among other reasons, 
it is the executing broker associated with these transactions.
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    Paragraph (a) of the proposed rule would provide that errors to 
which the rule would apply include any action or omission by CBSX, a 
routing broker, or another trading center to which a CBSX order has 
been routed, either of which result in an unmatched trade position due 
to the execution of an order that is subject to the away market routing 
service and for which there is no corresponding order to pair with the 
execution (each a ``routing error''). Such routing errors would 
include, without limitation, positions resulting from determinations by 
CBSX to cancel or release an order pursuant to proposed Rule 52.3A (as 
described above).
    Paragraph (b) of the proposed rule would provide that, generally, 
each routing broker will utilize its own error account to liquidate 
error positions. However, in certain circumstances, CBSX may utilize a 
CBSX Error Account. In particular, in instances where the routing 
broker is unable to utilize its own error account (e.g., due to a 
technical, systems or other issue that prevents the routing broker from 
doing so) or where the an [sic] error is due to a technical or systems 
issue at CBSX, CBSX may (but would not be required to) determine it is 
appropriate to utilize a CBSX Error Account. In making such a 
determination to utilize a CBSX Error Account, CBSX would consider 
whether is [sic] has sufficient time, information and capabilities 
considering the market circumstances to determine that an error is due 
to such circumstances and whether CBSX can address the error.
    CBSX believes it is reasonable and appropriate to address routing 
errors through the error account of a routing broker in the manner 
proposed because, among other reasons, it is the executing broker 
associated with these transactions. CBSX also believes that having the 
flexibility to determine to utilize a CBSX Error Account in the limited 
circumstances described above allows for administrative convenience and 
contributes to CBSX's ability to maintain a fair and orderly 
market.\16\ From a TPH perspective, there would be no impact resulting 
from the decision to use a CBSX Error Account or the routing broker's 
error account to liquidate the error position in these circumstances.
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    \16\ The Exchange notes that any profit/loss from liquidating 
the error positions would belong to CBSX (when a CBSX Error Account 
is utilized) or the routing broker (when the routing broker's error 
account is utilized). However, all or any portion of such profits/
losses may be subject to certain contractual obligations pursuant to 
the routing service agreement between CBSX and the routing broker 
(e.g., used to offset certain contractual obligations).
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    By definition, an error position in a CBSX Error Account would only 
include unmatched trades due to a routing error. In that regard, 
paragraph (c) of the proposed rule would provide that CBSX shall not 
accept any positions in a CBSX Error Account from an account of a 
Trading Permit Holder or permit any Trading Permit Holder to transfer 
any positions from the Trading Permit Holder's account to a CBSX Error 
Account.\17\
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    \17\ CBSX may address error positions under the proposed rule 
that are caused by the errors noted above, but CBSX may not accept 
from a TPH positions that are delivered to the TPH through the 
clearance and settlement process, even if those positions may have 
been the result of an error. This would not apply, however, to 
situations like the one described below in which CBSX incurred a 
position to settle a TPH purchase, as the TPH did not yet have a 
position in its account as a result of the purchase at the time of 
CBSX's action, i.e., CBSX's action was necessary for the purchase to 
settle into the TPH's account. Moreover, to the extent a TPH 
receives positions in connection with an error or other technical or 
systems issue, the TPH may seek to rely on other Exchange Rules such 
as Rule 50.6, Liability and Legal Proceedings, if it experiences a 
loss. For example, Rule 50.6, which cross-references Rule 6.7, 
Exchange Liability, provides TPHs with the ability to file claims 
for negligent acts or omissions of CBSX employees or for the failure 
of its systems or facilities.
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    To the extent a routing broker utilizes its own account to 
liquidate error positions, paragraph (d) of the proposed rule provides 
that the routing broker shall liquidate the error positions as soon as 
practicable. The routing broker could determine to liquidate the 
position itself or have a third party broker-dealer liquidate the 
position on the routing broker's behalf. Paragraph (d) also provides 
that the routing broker establish and enforce policies and procedures 
reasonably designed to (i) adequately restrict the flow confidential 
and proprietary information associated with the liquidation of the 
error position in accordance with Rule 52.10,\18\ and (ii) prevent the 
use of information associated with other orders subject to the routing 
services when making determinations regarding the liquidation of error 
positions. In addition, paragraph (d) provides that the routing broker 
shall make and keep records associated with the liquidation of such 
routing broker error positions and shall maintain such records in 
accordance with Rule 17a-4 under the Act.\19\
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    \18\ Rule 52.10.01(c) provides that CBSX will establish and 
maintain procedures and internal controls reasonably designed to 
adequately restrict the flow of confidential and proprietary 
information between CBSX and the routing broker (referred to in the 
rule as the ``Technology Provider''), and, to the extent the routing 
broker reasonably receives confidential and proprietary information, 
that adequately restrict the use of such information by the routing 
broker to legitimate business purposes necessary for the licensing 
of routing technology.
    \19\ 17 CFR 240.17a-4.
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    Paragraph (e) of the proposed rule would provide that, to the 
extent a CBSX Error Account is utilized to liquidate error positions, 
CBSX shall liquidate the error positions as soon as practicable. In 
liquidating error positions in a CBSX Error Account, CBSX shall provide 
complete time and price discretion for the trading to liquidate error 
positions in a CBSX Error Account to a third-party broker-dealer and 
shall not attempt to exercise any influence or control over the timing 
or methods of such trading.\20\ Such a third-party broker-dealer may 
include a routing broker not affiliated with CBSX. Paragraph (e) would 
also provide that CBSX shall establish and enforce policies and 
procedures reasonably designed to adequately restrict the flow of 
confidential and proprietary information between CBSX and the third-
party broker-dealer associated

[[Page 70514]]

with the liquidation of the error positions. Finally, paragraph (e) 
would provide that CBSX shall make and keep records to document all 
determinations to treat positions as error positions under the rule 
(whether or not a CBSX Error Account is utilized to liquidate such 
error positions), as well as records associated with the liquidation of 
CBSX Error Account error positions through a third-party broker-dealer, 
and shall maintain such records in accordance with Rule 17a-1 under the 
Act.\21\
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    \20\ This provision is not intended to preclude CBSX from 
providing the third-party broker with standing instructions with 
respect to the manner in which it should handle all error account 
transactions. For example, CBSX might instruct the broker to treat 
all orders as ``not held'' and to attempt to minimize any market 
impact on the price of the stock being traded.
    \21\ 17 CFR 240.17a-1.
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    Examples of such error positions due to a routing error may 
include, without limitation, the following:

    Example 4: Error positions may result from routed orders that 
CBSX or a routing broker attempts to cancel but that are executed 
before the other trading center receives the cancellation message or 
that are executed because the other trading center is unable to 
process the cancellation message. Using the situation described in 
Example 1 above, assume CBSX seeks to release the initial orders 
being held by CBSX because it is not receiving timely execution or 
cancellation reports from another trading center. In such a 
situation, although CBSX would attempt to direct the routing broker 
to cancel the routed orders, the routing broker may still receive 
executions from the other trading center after connectivity is 
restored, which would not then be allocated to TPHs because of the 
earlier decision to release the affected initial orders. Instead, 
the routing broker would post the positions into its account and 
resolve the positions in the manner described above. Alternatively, 
if the routing broker is unable to resolve the positions (or if the 
error position is due to a system or technical issue on CBSX), CBSX 
may determine to post the positions into a CBSX Error Account and 
resolve the positions in the manner described above.
    Example 5: Error positions may result from an order processing 
issue at another trading center. For instance, if another trading 
center experienced a systems problem that affects its order 
processing, it may transmit back a message purporting to cancel a 
routed order, but then subsequently submit an execution of that same 
order for clearance and settlement. In such a situation, CBSX would 
not then allocate the execution to the TPH because of the earlier 
cancellation message from the other trading center. Instead, the 
routing broker would post the positions into its account and resolve 
the positions in the manner described above. Alternatively, if the 
routing broker is unable to resolve the positions, CBSX may 
determine to post the positions into a CBSX Error Account and 
resolve the positions in the manner described above.
    Example 6: Error positions may result if a routing broker 
receives an execution report from another trading center but does 
not receive clearing instructions for the execution from the other 
trading center. For instance, assume that a TPH sends CBSX an order 
to buy 100 shares of ABC stock, which causes the routing broker to 
send an order to another trading center that is subsequently 
executed, cleared and closed out by that other trading center, and 
the execution is ultimately communicated back to the TPH. On the 
next trading day (T+1), if the other trading center does not 
providing clearing instructions for that execution, CBSX/routing 
broker would still be responsible for settling that TPH's purchase 
and therefore would be left with open positions.\22\ Instead, the 
routing broker would post the positions into its account and resolve 
the positions in the manner described above. Alternatively, if the 
routing broker is unable to resolve the positions, CBSX may 
determine to post the positions into a CBSX Error Account and 
resolve the positions in the manner described above.
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    \22\ To the extent that a loss is incurred in covering the 
position, the routing broker (on behalf of CBSX or itself) may 
submit a reimbursement claim to that other trading center.
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    Example 7: Error positions may result from a technical or 
systems issue that causes orders to be executed in the name of a 
routing broker in connection with its routing services function that 
are not related to any corresponding initial orders of TPHs. As a 
result, CBSX would not be able to assign any positions resulting 
from such an issue to TPHs. Instead, the routing broker would post 
the positions into its account and resolve the positions in the 
manner described above. Alternatively, if the routing broker is 
unable to resolve the positions, CBSX may determine to post the 
positions into a CBSX Error Account and resolve the positions in the 
manner described above.\23\
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    \23\ To the extent such positions are not related to the routing 
broker's function as a CBSX routing broker (i.e., originating with 
CBSX), CBSX would not post such positions to a CBSX Error Account. 
The routing broker would resolve the error positions itself.

    In each of the circumstances described above, CBSX and its routing 
broker may not learn about an error position until T+1. For instance, 
CBSX and its routing broker may not learn about an error position until 
either (i) during the clearing process when a routing destination has 
submitted to DTCC a transaction for clearance and settlement for which 
CBSX/routing broker never received an execution confirmation, or (ii) 
when another trading center does not recognize a transaction submitted 
by a routing broker to DTCC for clearance and settlement. Moreover, the 
affected TPHs' trade may not be nullified absent express authority 
under Exchange Rules.\24\ As such, CBSX believes that use of a routing 
broker error account (or a CBSX Error Account, as applicable), to 
liquidate the error positions that may occur in these circumstances is 
reasonable and appropriate in these circumstances.
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    \24\ See, e.g., Rule 52.4, Clearly Erroneous Policy.
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2. Statutory Basis
    The proposed rule change is consistent with Section 6(b) of the Act 
\25\ in general and furthers the objectives of Section 6(b)(5) of the 
Act \26\ in particular, which requires that the rules of an exchange be 
designed to promote just and equitable principles of trade, to prevent 
fraudulent and manipulative acts, to remove impediments to and to 
perfect the mechanism of a free and open market and a national market 
system, and, in general, to protect investors and the public interest. 
CBSX believes that this proposed rule change is in keeping with those 
principles since CBSX's ability to cancel and release orders during a 
technical or systems issue and to maintain a CBSX Error Account 
facilitates the smooth and efficient operation of the market. 
Specifically, CBSX believes that allowing CBSX to cancel and release 
orders during a technical or systems issue (and permitting its routing 
brokers to cancel orders pursuant to standing or specific instructions 
or as otherwise permitted under Exchange Rules) would allow CBSX to 
maintain fair and orderly markets. Moreover, CBSX believes that 
allowing a routing broker to assume error positions in its own 
account(s) to liquidate those positions (and allowing CBSX to assume 
error positions in a CBSX Error Account to liquidate those positions in 
instances where a routing broker is unable to do so or where the 
routing error is due to a technical or systems issue at CBSX) subject 
to the conditions set forth in proposed Rule 52.10A would be the least 
disruptive means to address these errors. Overall, the proposed new 
rule is designed to ensure full trade certainty to market participants 
and to avoid disrupting the clearance and settlement process. The 
proposed new rule is also designed to provide a consistent methodology 
for handling error positions in a manner that does not discriminate 
among TPHs. The proposed new rule is also consistent with Section 6 of 
the Act insofar as it would require CBSX (and its routing brokers, as 
applicable) to establish controls to restrict the flow of any 
confidential information associated with the liquidation of error 
positions.
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    \25\ 15 U.S.C. 78f(b).
    \26\ 15 U.S.C. 78f(b)(5).
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B. Self-Regulatory Organization's Statement on Burden on Competition

    CBOE 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.

[[Page 70515]]

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

    The Exchange neither solicited nor received comments on the 
proposal.

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

    Within 45 days of the date of publication of this notice in the 
Federal Register or within such longer period (i) as the Commission may 
designate up to 90 days of such date if it finds such longer period to 
be appropriate and publishes its reasons for so finding or (ii) as to 
which the self-regulatory organization consents, the Commission will:
    (A) By order approve or disapprove the proposed rule change, or
    (B) Institute proceedings to determine whether the proposed rule 
change should be 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
     Send an email to [email protected]. Please include 
File Number SR-CBOE-2012-109 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-CBOE-2012-109. 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, on business days 
between the hours of 10 a.m. and 3 p.m., located at 100 F Street NE., 
Washington, DC 20549-1090. Copies of the filing will also 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-CBOE-2012-109 and should be 
submitted on or before December 17, 2012.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\27\
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    \27\ 17 CFR 200.30-3(a)(12).
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Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2012-28595 Filed 11-23-12; 8:45 am]
BILLING CODE 8011-01-P