[Federal Register Volume 78, Number 115 (Friday, June 14, 2013)]
[Notices]
[Pages 36006-36010]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2013-14113]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-69724; File No. SR-EDGA-2013-15]


Self-Regulatory Organizations; EDGA Exchange, Inc.; Notice of 
Filing and Immediate Effectiveness of Proposed Rule Change Relating to 
Amendments to the EDGA Exchange, Inc. Fee Schedule

June 10, 2013.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(the

[[Page 36007]]

``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that 
on June 3, 2013, EDGA Exchange, Inc. (the ``Exchange'' or ``EDGA'') 
filed with the Securities and Exchange Commission (``Commission'') the 
proposed rule change as described in Items I, II and III below, which 
items have been prepared by the self-regulatory organization. The 
Commission is publishing this notice to solicit comments on the 
proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 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 proposes to amend its fees and rebates applicable to 
Members \3\ of the Exchange pursuant to EDGA Rule 15.1(a) and (c). All 
of the changes described herein are applicable to EDGA Members. The 
text of the proposed rule change is available on the Exchange's 
Internet Web site at www.directedge.com, at the Exchange's principal 
office, and at the Public Reference Room of the Commission.
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    \3\ As defined in Exchange Rule 1.5(n).
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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 these statements may be examined at 
the places specified in Item IV below. The self-regulatory organization 
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 the 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange proposes to amend its fees and rebates applicable to 
Members of the Exchange pursuant to EDGA Rule 15.1(a) and (c) to (1) 
lower the default \4\ rebate at the top of its fee schedule for 
removing liquidity in securities at or above $1.00 on EDGA from a 
rebate of $0.0004 per share to a rebate of $0.0003 per share and make 
conforming changes to removal flags N, W, 6, BB, CR, PR, and XR; (2) 
make conforming changes to the internalization flags 5, EA and ER; (3) 
amend the rates in the tiers in Footnote 4 to the Exchange's fee 
schedule; \5\ (4) increase the fee charged from $0.0018 per share to 
$0.0020 per share for orders that yield Flag RB, which routes to NASDAQ 
OMX BX (``BX'') and adds liquidity and (5) decrease the rebate from 
$0.0026 per share to $0.0020 per share for orders that yield Flag RS, 
which routes to NASDAQ OMX PSX (``PSX'') and adds liquidity.
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    \4\ ``Default'' refers to the standard rebate provided to 
Members for orders that remove liquidity from the Exchange absent 
Members qualifying for additional volume tiered pricing.
    \5\ References herein to ``Footnotes'' refer only to footnotes 
on the Exchange's fee schedule and not to footnotes within the 
current filing.
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Lower Default Rebate
    The Exchange proposes to lower the default rebate at the top of its 
fee schedule for removing liquidity in securities at or above $1.00 on 
EDGA from a rebate of $0.0004 per share to a rebate of $0.0003 per 
share. This change will also be reflected in the following removal 
flags: N, W, 6, BB, CR, PR, and XR.
Amendments to Customer Internalization Fees
    For customer internalization, which occurs when two orders 
presented to the Exchange from the same Member (i.e., MPID) are 
presented separately and not in a paired manner, but nonetheless 
inadvertently match with one another,\6\ the Exchange currently charges 
$0.0001 per share per side of an execution (for adding liquidity and 
for removing liquidity) for flags EA, ER, and 5. This charge occurs in 
lieu of the standard or tiered rebate/removal rates. Therefore, Members 
currently incur a total transaction cost of $0.0002 per share for both 
sides of an execution for customer internalization.
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    \6\ Members are advised to consult Rule 12.2 respecting 
fictitious trading.
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    In SR-EDGA-2011-14,\7\ the Exchange represented that it ``will 
continue to ensure that the internalization fee is no more favorable 
than each prevailing maker/taker spread.'' In order to ensure that the 
internalization fee is no more favorable than the proposed maker/taker 
spread of $0.0003 for the standard add rate ($0.0006 charge per share) 
and standard removal rate (proposed $0.0003 rebate per share), the 
Exchange is proposing to charge $0.00015 per side for customer 
internalization (flags EA, ER and 5). In each case (both tiered and 
standard rates), the charge for Members inadvertently matching with 
themselves is no more favorable than each maker/taker spread. The 
applicable rate for customer internalization thus allows the Exchange 
to discourage potential wash sales.
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    \7\ See Securities Exchange Release No. 64393 (May 4, 2011), 76 
FR 27370, 27372 (May 11, 2011) (SR-EDGA-2011-14).
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Amendments to Footnote 4
    Currently, Footnote 4 to the Exchange's fee schedule lists three 
tiers that offer a reduced charge of $0.0005 per share (from the 
default charge of $0.0006 per share) for adding liquidity on EDGA, 
provided the requirements of one of the tiers are met. The Exchange 
proposes to amend each of the three tiers in Footnote 4 to further 
reduce the charge for adding liquidity on EDGA, provided the 
requirements of one of the three tiers are met, from $0.0005 per share 
to $0.0004 per share.
Fee Change for Flag RB
    In securities priced at or above $1.00, the Exchange currently 
assesses a fee of $0.0018 per share for Members' orders that yield Flag 
RB, which routes to BX and adds liquidity. The Exchange proposes to 
amend its fee schedule to increase this fee to $0.0020 per share for 
Members' orders that yield Flag RB. The proposed change represents a 
pass through of the rate that Direct Edge ECN LLC (d/b/a DE Route) 
(``DE Route''), the Exchange's affiliated routing broker-dealer, is 
charged for routing orders to BX that add liquidity and do not qualify 
for a volume tiered discount. When DE Route routes to BX and adds 
liquidity, it is charged a default fee of $0.0020 per share.\8\ DE 
Route will pass through this rate on BX to the Exchange and the 
Exchange, in turn, will pass through this rate to its Members. The 
Exchange notes that the proposed change is in response to BX's May 2013 
fee filing with the Securities and Exchange Commission (the 
``Commission''), wherein BX increased the rate it charges its 
customers, such as DE Route, from a charge of $0.0018 per share to a 
charge of $0.0020 per share for orders that are routed to BX and add 
liquidity.\9\
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    \8\ The Exchange notes that to the extent DE Route does or does 
not achieve any volume tiered rebate on BX, its rate for Flag RB 
will not change. See BX Fee Schedule, http://www.nasdaqtrader.com/Trader.aspx?id=bx_pricing (charging a default fee of $0.0020 per 
share for adding displayed liquidity to BX).
    \9\ See Securities Exchange Act Release No. 69522 (May 6, 2013), 
78 FR 27464 (May 10, 2013) (SR-BX-2013-034) (amending the default 
fee BX charges for adding liquidity to the BX order book from 
$0.0018 per share to $0.0020 per share).
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Rebate Change for Flag RS
    In securities priced at $1.00 or above, the Exchange currently 
provides a rebate of $0.0026 per share for Members' orders that yield 
Flag RS, which routes to PSX and adds liquidity. The Exchange proposes 
to amend its fee

[[Page 36008]]

schedule to decrease the rebate it provides Members from $0.0026 per 
share to $0.0020 per share for Flag RS. The proposed change represents 
a pass through of the rate that DE Route is rebated for routing orders 
to PSX that add liquidity and do not qualify for a volume tiered 
discount.\10\ When DE Route routes to PSX and adds liquidity, it is 
provided a default rebate of $0.0020 per share. DE Route will pass 
through this rate on PSX to the Exchange and the Exchange, in turn, 
will pass through this rate to its Members. The Exchange notes that the 
proposed change is in response to PSX's May 2013 fee filing with the 
Commission, wherein PSX decreased the rebate it provides its customers, 
such as DE Route, from a rebate of $0.0026 per share to a rebate of 
$0.0020 per share for orders that are routed to PSX and add 
liquidity.\11\
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    \10\ The Exchange notes that to the extent DE Route does or does 
not achieve any volume tiered rebate on PSX, its rate for Flag RS 
will not change. See PSX Fee Schedule, http://www.nasdaqtrader.com/Trader.aspx?id=PSX_pricing (providing a default rebate of $0.0020 
per share for adding displayed liquidity to PSX).
    \11\ See Securities Exchange Act Release No. 69588 (May 15, 
2013), 78 FR 29801 (May 21, 2013) (SR-Phlx-2013-51) (amending the 
default rebate PSX provides for adding displayed liquidity to the 
PSX order book from $0.0026 per share to $0.0020 per share).
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Implementation Date
    The Exchange proposes to implement these amendments to its fee 
schedule on June 3, 2013.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with the objectives of Section 6 of the Act,\12\ in general, and 
furthers the objectives of Section 6(b)(4),\13\ in particular, as it is 
designed to provide for the equitable allocation of reasonable dues, 
fees and other charges among its Members and other persons using its 
facilities.
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    \12\ 15 U.S.C. 78f.
    \13\ 15 U.S.C. 78f(b)(4).
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Lower Default Rebate
    The Exchange believes that its proposal to lower the default rebate 
for removing liquidity from $0.0004 per share to $0.0003 per share is 
an equitable allocation of reasonable dues, fees and other charges as 
it will enable the Exchange to retain additional funds to offset 
increased administrative, regulatory, and other infrastructure costs 
associated with operating an exchange. The rate is reasonable because 
it is comparable to BATS BYX Exchange, Inc.'s (``BYX'') similar rebate 
of $0.0005 per share for removing liquidity.\14\ The Exchange believes 
that the proposed rebate is non-discriminatory in that it applies 
uniformly to all Members.
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    \14\ See BYX, BATS BYX Exchange Fee Schedule, http://cdn.batstrading.com/resources/regulation/rule_book/BATS-Exchanges_Fee_Schedules.pdf (providing a rebate of $0.0005 per share for 
removing liquidity for executions by members that add a daily 
average volume of at least 50,000 shares of liquidity on BYX). The 
Exchange notes that its default rate for removing liquidity applies 
only when Members meet the conditions of Footnote 1 to the 
Exchange's fee schedule, which requires Members to add and/or route 
a minimum ADV of 50,000 shares on EDGA.
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Amendments to Customer Internalization Fees
    The Exchange believes that the increased fee for customer 
internalization from $0.0002 to $0.0003 per share per side of an 
execution for flags EA, ER (regular trading session) and 5 (pre and 
post market) represents an equitable allocation of reasonable dues, 
fees, and other charges as it is designed to discourage Members from 
inadvertently matching with one another, thereby discouraging potential 
wash sales. The increased fee also allows the Exchange to offset its 
administrative, clearing, and other operating costs incurred in 
executing such trades. Finally, the fee is equitable in that it is 
consistent \15\ with the EDGA fee structure that has a proposed maker/
taker spread of $0.0003 per share (where the standard charge to add 
liquidity on EDGA is $0.0006 per share and the standard fee to remove 
liquidity is proposed to be $0.0003 per share).
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    \15\ In each case, the internalization fee is no more favorable 
to the Member than each prevailing maker/taker spread.
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    This increased fee per side of an execution on Flags EA, ER, and 5 
($0.00015 per side per share instead of $0.00010 per side per share), 
yields a total cost of $0.0003, thus making the internalization fee 
consistent with the current maker/taker spread.\16\ The Exchange 
believes that the proposed rate is non-discriminatory in that it 
applies uniformly to all Members.
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    \16\ The Exchange will continue to ensure that the 
internalization fee is no more favorable than each prevailing maker/
taker spread.
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Amendments to Footnote 4
    The Exchange believes that its proposal to further reduce the 
charge for adding liquidity on EDGA (from $0.0005 per share to $0.0004 
per share) provided by each of the three tiers in Footnote 4 of the 
Exchange's fee schedule represents an equitable allocation of 
reasonable dues, fees, and other charges among Members and other 
persons using its facilities because the reduced rates are designed to 
move in lock-step with the default maker/taker spread.
    Currently, Members receive a default maker/taker spread of $0.0002 
($0.0006 charge for adding liquidity to EDGA and $0.0004 rebate for 
removing liquidity from EDGA). The reduced charges currently provided 
by Footnote 4 (rates of $0.0005 per share for each tier) provides 
Members with a more beneficial maker/taker spread of $0.0001 per share. 
By amending the reduced charge provided in Footnote 4 to move in lock-
step with the proposed change to the default rebate for removing 
liquidity from EDGA ($0.0006 charge for adding liquidity to EDGA and 
proposed rebate of $0.0003 for removing liquidity from EDGA for a 
spread of $0.0003), the maker/taker spread provided by such reduced 
charge would remain at $0.0001 (proposed reduced charge of $0.0004 for 
adding liquidity to EDGA and a proposed rebate of $0.0003 for removing 
liquidity from EDGA for a spread of $0.0001 per share).
    These proposed rates are designed to increase volume on the 
Exchange and increase potential revenue to the Exchange, and allows the 
Exchange to spread its administrative and infrastructure costs over a 
greater number of shares, leading to lower per share costs. These lower 
per share costs in turn would allow the Exchange to pass on the savings 
to Members in the form of lower fees. The increased liquidity benefits 
all investors by deepening EDGA's liquidity pool, offering additional 
flexibility for all investors to enjoy cost savings, supporting the 
quality of price discovery, promoting market transparency and improving 
investor protection. Volume-based discounts such as the ones herein 
have been widely adopted in the cash equities markets, and are 
equitable because they are open to all Members on an equal basis and 
provide discounts that are reasonably related to the value to an 
exchange's market quality associated with higher levels of market 
activity, such as higher levels of liquidity provision and introduction 
of higher volumes of orders into the price and volume discovery 
processes.
    In addition, the reduced rates are reasonable in that they are 
comparable to BYX's rates for adding liquidity.\17\ Lastly, the 
Exchange believes that the proposed rate is non-discriminatory in that 
it applies uniformly to all Members.
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    \17\ See BYX, BATS BYX Exchange Fee Schedule, http://cdn.batstrading.com/resources/regulation/rule_book/BATS-Exchanges_Fee_Schedules.pdf (charging a range of rates from $0.00045 to 
$0.0007 for adding displayed liquidity).

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[[Page 36009]]

Fee Change for Flag RB
    The Exchange believes that its proposal to increase the pass 
through a charge for Members' orders that yield Flag RB from $0.0018 to 
$0.0020 per share represents an equitable allocation of reasonable 
dues, fees, and other charges among Members and other persons using its 
facilities because the Exchange does not levy additional fees or offer 
additional rebates for orders that it routes to BX through DE Route. 
Prior to BX's May 2013 fee filing, BX charged DE Route a fee of $0.0018 
per share for orders yielding Flag RB, which DE Route passed through to 
the Exchange and the Exchange passed through to its Members. In BX's 
May 2013 fee filing, BX increased the rate it charges its customers, 
such as DE Route, from a charge of $0.0018 per share to a charge of 
$0.0020 per share for orders that are routed to BX and add 
liquidity.\18\ Therefore, the Exchange believes that the proposed 
change in Flag RB from a fee of $0.0018 per share to a fee of $0.0020 
per share is equitable and reasonable because it accounts for the 
pricing changes on BX. In addition, the proposal allows the Exchange to 
continue to charge its Members a pass-through rate for orders that are 
routed to BX and add liquidity using DE Route. The Exchange notes that 
routing through DE Route is voluntary. Lastly, the Exchange also 
believes that the proposed amendment is non-discriminatory because it 
applies uniformly to all Members.
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    \18\ See Securities Exchange Act Release No. 69522 (May 6, 
2013), 78 FR 27464 (May 10, 2013) (SR-BX-2013-034) (amending the 
default fee BX charges for adding liquidity to the BX order book 
from $0.0018 per share to $0.0020 per share).
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Rebate Change for Flag RS
    The Exchange believes that its proposal to decrease the pass 
through rebate for Members' orders that yield Flag RS from $0.0026 to 
$0.0020 per share represents an equitable allocation of reasonable 
dues, fees, and other charges among Members and other persons using its 
facilities because the Exchange does not levy additional fees or offer 
additional rebates for orders that it routes to PSX through DE Route. 
Prior to PSX's May 2013 fee filing, PSX provided DE Route a rebate of 
$0.0026 per share for orders yielding Flag RS, which DE Route passed 
through to the Exchange and the Exchange passed through to its Members. 
In PSX's May 2013 fee filing, PSX decreased the rebate it provides its 
customers, such as DE Route, from a rebate of $0.0026 per share to a 
rebate of $0.0020 per share for orders that are routed to PSX and add 
liquidity.\19\ Therefore, the Exchange believes that the proposed 
decrease in rebate from $0.0026 per share to a rebate of $0.0020 per 
share for orders that yield Flag RS is equitable and reasonable because 
it accounts for the pricing changes on PSX. In addition, the proposal 
allows the Exchange to continue to charge its Members a pass-through 
rate for orders that are routed to PSX and add liquidity using DE 
Route. The Exchange notes that routing through DE Route is voluntary. 
Lastly, the Exchange also believes that the proposed amendment is non-
discriminatory because it applies uniformly to all Members.
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    \19\ See Securities Exchange Act Release No. 69588 (May 15, 
2013) (SR-Phlx-2013-51) (amending the default rebate PSX provides 
for adding displayed liquidity to the PSX order book from $0.0026 
per share to $0.0020 per share).
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B. Self-Regulatory Organization's Statement on Burden on Competition

    These proposed rule changes do not impose any burden on competition 
that is not necessary or appropriate in furtherance of the purposes of 
the Act. The Exchange does not believe that any of these changes 
represent a significant departure from previous pricing offered by the 
Exchange or pricing offered by any of the Exchange's competitors. 
Additionally, Members may opt to disfavor the Exchange's pricing if 
they believe that alternatives offer them better value. Accordingly, 
the Exchange believes that the proposed changes would not impair the 
ability of Members or competing venues to maintain their competitive 
standing in the financial markets.
    The Exchange believes that its proposal to lower the default rebate 
for removing liquidity from EDGA from $0.0004 per share to $0.0003 per 
share will also assist in increasing competition in that its proposed 
rebate is comparable to rebates for adding liquidity offered by BYX's 
rebate of $0.0005 per share for removing liquidity.\20\
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    \20\ See BYX, BATS BYX Exchange Fee Schedule, http://cdn.batstrading.com/resources/regulation/rule_book/BATS-Exchanges_Fee_Schedules.pdf (providing a rebate of $0.0005 per share for 
removing liquidity for executions by members that add a daily 
average volume of at least 50,000 shares of liquidity on BYX). The 
Exchange notes that its default rate for removing liquidity applies 
only when Members meet the conditions of Footnote 1 to the 
Exchange's fee schedule, which requires Members to add and/or route 
a minimum ADV of 50,000 shares on EDGA.
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    The Exchange believes that its internalization rates for securities 
priced $1.00 and above will also not burden intermarket or intramarket 
competition as the proposed rates are no more favorable than Members 
achieving the maker/taker spreads between the default add and remove 
rates on EDGA.
    The Exchange believes that its proposal to amend the reduced rates 
provided in the tiers in Footnote 4 of its fee schedule increases 
competition because the proposed rates are comparable to the rates 
charged by BYX for orders that add liquidity.\21\ The Exchange believes 
that its proposal will have no burden on intramarket competition as the 
rates apply uniformly to all Members.
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    \21\ See BYX, BATS BYX Exchange Fee Schedule, http://cdn.batstrading.com/resources/regulation/rule_book/BATS-Exchanges_Fee_Schedules.pdf (charging $0.0006 per share for adding displayed 
liquidity for all executions other than those that set the NBBO for 
members who have an ADV equal to or greater than 0.25% but less than 
0.5% of average total consolidated volume).
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    The Exchange believes that its proposal to pass through a charge of 
$0.0020 per share for Members' orders that yield Flag RB would increase 
intermarket competition because it offers customers an alternative 
means to route to BX and add liquidity for the same price as entering 
orders on BX directly. The Exchange believes that its proposal would 
not burden intramarket competition because the proposed rate would 
apply uniformly to all Members.
    The Exchange believes that its proposal to pass through a rebate of 
$0.0020 per share for Members' orders that yield Flag RS would increase 
intermarket competition because it offers customers an alternative 
means to route to PSX and add liquidity for the same price as entering 
orders on PSX directly. The Exchange believes that its proposal would 
not burden intramarket competition because the proposed rate would 
apply uniformly to all Members.
    The Exchange believes that its proposal would increase competition 
for routing services because the market for order execution is 
competitive and the Exchange's proposal provides customers with another 
alternative to route their orders. The Exchange notes that routing 
through DE Route is voluntary.

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

    The Exchange has not solicited, and does not intend to solicit, 
comments on this proposed rule change. The Exchange has not received 
any unsolicited written comments from Members or other interested 
parties.

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

    The foregoing rule change has become effective pursuant to Section 
19(b)(3)(A)

[[Page 36010]]

of the Act \22\ and Rule 19b-4(f)(2) \23\ thereunder. At any time 
within 60 days of the filing of such proposed rule change, the 
Commission summarily may temporarily suspend such rule change if it 
appears to the Commission that such action is necessary or appropriate 
in the public interest, for the protection of investors, or otherwise 
in furtherance of the purposes of the Act.
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    \22\ 15 U.S.C. 78s(b)(3)(A).
    \23\ 17 CFR 240.19b-4(f)(2).
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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-EDGA-2013-15 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-EDGA-2013-15. 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-EDGA-2013-15 and should be 
submitted on or before July 5, 2013.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\24\
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    \24\ 17 CFR 200.30-3(a)(12).
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Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2013-14113 Filed 6-13-13; 8:45 am]
BILLING CODE 8011-01-P