[Federal Register Volume 79, Number 91 (Monday, May 12, 2014)]
[Notices]
[Pages 27004-27006]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2014-10774]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-72101; File No. SR-EDGX-2014-15]


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

May 6, 2014.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(the ``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given 
that on May 1, 2014, EDGX Exchange, Inc. (the ``Exchange'' or ``EDGX'') 
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 EDGX Rule 15.1(a) and (c) 
(``Fee Schedule'') to: (i) Amend Flag RC, which routes to the National 
Stock Exchange, Inc. (``NSX'') and adds liquidity; and (ii) delete Flag 
RW, which routes to the CBOE Stock Exchange, LLC (``CBSX'') and adds 
liquidity. 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\ The term ``Member'' is defined as ``any registered broker or 
dealer, or any person associated with a registered broker or dealer, 
that has been admitted to membership in the Exchange. A Member will 
have the status of a ``member'' of the Exchange as that term is 
defined in Section 3(a)(3) of the Act.'' See 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

[[Page 27005]]

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 Fee Schedule to: (i) Amend Flag 
RC, which routes to the NSX and adds liquidity; and (ii) delete Flag 
RW, which routes to the CBSX and adds liquidity.
Flag RC
    In securities priced at or above $1.00, the Exchange currently 
charges a fee of $0.0018 per share for Members' orders that yield Flag 
RC, which routes to the NSX and adds liquidity. The Exchange proposes 
to amend its Fee Schedule to decrease the fee to $0.0001 per share for 
Members' orders that yield Flag RC. The proposed change is in response 
to NSX's May 2014 fee change where the NSX decreased its fee to $0.0001 
per share for orders that add liquidity on the NSX.\4\ The fee for 
orders that yield Flag RC 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 that 
add liquidity to NSX when it does not qualify for a volume tiered 
reduced fee. When DE Route routes to and adds liquidity on the NSX, it 
will be charged a standard rate of $0.0001 per share.\5\ DE Route will 
pass through this rate on NSX to the Exchange and the Exchange, in 
turn, will pass through this rate to its Members.
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    \4\ See NSX, Information Circular 14-043 dated April 25, 2014, 
available at http://www.nsx.com/resources/content/7/documents/InformationCircular14-043.pdf.
    \5\ The Exchange notes that to the extent DE Route does or does 
not achieve any volume tiered reduced fee on NSX, its rate for Flag 
RC will not change.
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Flag RW
    The Exchange proposes to amend its Fee Schedule to delete Flag RW 
in response to CBSX's announcement that it will cease market operations 
and its last day of trading will be Wednesday, April 30, 2014.\6\ In 
securities priced at or above $1.00, the Exchange currently charges a 
fee of $0.0030 per share in securities priced at or above $1.00 and 
0.30% of the trade's dollar value in securities priced below $1.00 for 
Members' orders that yield Flag RW, which routes to the CBSX and adds 
liquidity. The fee for orders that yield Flag RW represents a pass 
through of the rate that DE Route, the Exchange's affiliated routing 
broker-dealer, is charged for routing orders that add liquidity to 
CBSX. As of May 1, 2014, the Exchange, via DE Route, will no longer be 
able to route orders to CBSX because it ceased operations, and, 
therefore, proposes to remove Flag RW from its Fee Schedule.
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    \6\ See CBSX, Regulatory Circular RG14-046 dated April 2, 2014, 
available at http://www.cbsx.com/publish/RegCir/RG14-046.pdf.
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Implementation Date
    The Exchange proposes to implement these amendments to its Fee 
Schedule on May 1, 2014.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with the objectives of Section 6 of the Act,\7\ in general, and 
furthers the objectives of Section 6(b)(4),\8\ 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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    \7\ 15 U.S.C. 78f.
    \8\ 15 U.S.C. 78f(b)(4).
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Flag RC
    The Exchange believes that its proposal to decrease the fee to 
$0.0001 per share for Members' orders that yield Flag RC 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 NSX through DE Route. In May 2014, NSX decreased its 
fee to $0.0001 per share for Members' orders that add liquidity.\9\ 
Therefore, the Exchange believes that the proposed change to Flag RC to 
decrease its fee to $0.0001 per share for orders that yield Flag RC is 
equitable and reasonable because it accounts for the pricing change on 
the NSX. In addition, the proposal allows the Exchange to charge its 
Members a pass-through rate for orders that are routed to the NSX and 
add liquidity. Furthermore, 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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    \9\ See NSX, Information Circular 14-043 dated April 25, 2014, 
available at http://www.nsx.com/resources/content/7/documents/InformationCircular14-043.pdf.
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Flag RW
    The Exchange believes that its proposal to delete Flag RW in its 
Fee Schedule represents an equitable allocation of reasonable dues, 
fees, and other charges among Members and other persons using its 
facilities. The proposed change is in response to CBSX's announcement 
that it will cease market operations and its last day of trading will 
Wednesday, April 30, 2014.\10\ As of May 1, 2014, the Exchange, via DE 
Route, will no longer be able to route orders to CBSX and, therefore, 
proposes to remove Flag RW from its Fee Schedule. The Exchange believes 
that the proposed amendment is intended to make the Fee Schedule 
clearer and less confusing for investors and eliminate potential 
investor confusion, thereby removing impediments to and perfecting the 
mechanism of a free and open market and a national market system, and, 
in general, protecting investors and the public interest.
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    \10\ See CBSX, Regulatory Circular RG14-046 dated April 2, 2014, 
available at http://www.cbsx.com/publish/RegCir/RG14-046.pdf.
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B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange believes its proposed amendments to its Fee Schedule 
would 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 the proposed change represents a significant 
departure from previous pricing offered by the Exchange or pricing 
offered by the Exchange's competitors. Additionally, Members may opt to 
disfavor EDGX's pricing if they believe that alternatives offer them 
better value. Accordingly, the Exchange does not believe that the 
proposed change will impair the ability of Members or competing venues 
to maintain their competitive standing in the financial markets.
Flag RC
    The Exchange believes that its proposal to pass through a fee of 
$0.0001 per share for Members' orders that yield Flag RC would increase 
intermarket competition because it offers customers an alternative 
means to route to NSX for the same price as entering orders on NSX 
directly. The Exchange believes that its proposal would not burden 
intramarket competition because the proposed rate would apply uniformly 
to all Members.
Flag RW
    The Exchange believes that its proposal to delete Flag RW in its 
Fee Schedule would not affect intermarket nor intramarket competition 
because this change is not designed to amend any fee or rebate or alter 
the manner in

[[Page 27006]]

which the Exchange assesses fees or calculates rebates. It is simply 
proposed in response to CBSX ceasing market operations trading on May 
1, 2014.

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) of the Act \11\ and Rule 19b-4(f)(2) \12\ 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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    \11\ 15 U.S.C. 78s(b)(3)(A).
    \12\ 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-EDGX-2014-15 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-EDGX-2014-15. 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-EDGX-2014-15, and should be 
submitted on or before June 2, 2014.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\13\
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    \13\ 17 CFR 200.30-3(a)(12).
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Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2014-10774 Filed 5-9-14; 8:45 am]
BILLING CODE 8011-01-P