[Federal Register Volume 80, Number 96 (Tuesday, May 19, 2015)]
[Notices]
[Pages 28742-28745]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2015-12027]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-74950; File No. SR-EDGX-2015-22]


Self-Regulatory Organizations; EDGX Exchange, Inc.; Notice of 
Filing and Immediate Effectiveness of a Proposed Rule Change Related to 
Fees for Use of EDGX Exchange, Inc.

May 13, 2015.
    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 April 30, 2015, 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 Exchange. The 
Exchange has designated the proposed rule change as one establishing or 
changing a member due, fee, or other charge imposed by the Exchange 
under Section 19(b)(3)(A)(ii) of the Act \3\ and Rule 19b-4(f)(2) 
thereunder,\4\ which renders the proposed rule change effective upon 
filing with the Commission. The Commission is publishing this notice to 
solicit comments on the proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ 15 U.S.C. 78s(b)(3)(A)(ii).
    \4\ 17 CFR 240.19b-4(f)(2).
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange filed a to amend its fees and rebates applicable to 
Members \5\ of the Exchange pursuant to EDGX Rule 15.1(a) and (c) 
(``Fee Schedule'') to: (i) decrease the rebate for orders yielding fee 
code BY, which routes to the BATS Y-Exchange, Inc. (``BYX'') and 
removes liquidity using routing strategies Destination Specific 
(``DIRC''), ROUC, or ROUE; \6\ (ii) decrease the standard rate charged 
for removing liquidity from the Exchange from $0.0030 per share to 
$0.0029 per share; and (iii) make a few non-substantive clarifying 
changes. Changes to the fee schedule pursuant to this proposal are 
effective upon filing.
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    \5\ The term ``Member'' is defined as ``any registered broker or 
dealer, or any person associated with a registered broker or dealer 
[sic], 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).
    \6\ The DIRC, ROUC, and ROUE routing strategies are set forth in 
Exchange Rule 11.11(g).
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    The text of the proposed rule change is available at the Exchange's 
Web site at www.batstrading.com, at the principal office of the 
Exchange, and at the Commission's Public Reference Room.

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

    In its filing with the Commission, the Exchange included statements 
concerning the purpose of and basis for the proposed rule change and 
discussed any comments it received on the proposed rule change. The 
text of these statements may be examined at the places specified in 
Item IV below. The Exchange has prepared summaries, set forth in 
Sections A, B, and C below, of the most significant parts of such 
statements.

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

1. Purpose
    The Exchange proposes to: (i) Decrease the rebate for orders 
yielding fee code BY, which routes to BYX and removes liquidity using 
routing strategies DIRC, ROUC, or ROUE; (ii) decrease the standard rate 
charged for removing liquidity from the Exchange from $0.0030 per share 
to $0.0029 per share; and (iii) make a few non-substantive clarifying 
changes.
Fee Code BY
    In securities priced at or above $1.00, the Exchange currently 
provides a rebate of $0.00160 per share for Members' orders that yield 
fee code BY, which routes to BYX and removes liquidity using routing 
strategies DIRC, ROUC, or ROUE. The Exchange proposes to amend its Fee 
Schedule to decrease the rebate for orders that yield fee code BY to 
$0.00150 per share in securities priced at or above $1.00.\7\ The 
proposed change represents a pass through of the rate BATS Trading, 
Inc. (``BATS Trading''), the Exchange's affiliated routing broker-
dealer, is provided for routing orders to BYX that remove liquidity. 
The proposed change is in response to BYX's May 2015 fee change where 
BYX decreased its rebate from $0.00160 per share to $0.00150 per share 
for orders in securities priced at or above $1.00.\8\ When BATS Trading 
routes to and removes liquidity from BYX, it will now receive a 
standard rebate of $0.00150 per share. BATS Trading will pass through 
the rebate provided by BYX to the Exchange and the Exchange, in turn, 
will pass through this rate to its Members.
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    \7\ The Exchange does not propose to amend its fee for orders 
that yield fee code BY in securities priced below $1.00.
    \8\ See BYX Exchange Fee Schedule Changes Effective May 1, 2015 
available at http://cdn.batstrading.com/resources/fee_schedule/2015/BATS-BYX-Exchange-BZX-Exchange-EDGA-Exchange-and-EDGX-Exchange-Fee-Schedule-Changes-Effective-May-1-2015.pdf.
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Standard Removal Rate Change
    In securities priced at or above $1.00, the Exchange currently 
charges a fee or $0.0030 per share when removing liquidity. The 
Exchange now proposes to decrease the standard rate charged for 
removing liquidity from the Exchange from $0.0030 per share to $0.0029 
per share in securities priced at or above $1.00.\9\ The standard 
removal rate applies unless a Member's transaction is assigned a fee 
code other than a standard fee code. If a Member's transaction is 
assigned a fee code other than a standard fee code, the rates listed in 
the Fee Codes table of the Fee Schedule will apply.
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    \9\ The Exchange does not propose to amend its standard rate for 
orders in securities priced below $1.00.
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    The standard rate for removing liquidity from the Exchange will be 
$0.0029 per share and no lower fees will be available if a Member 
qualifies for a tier included in footnote 1 of the Fee Schedule. 
Therefore, the Exchange proposes to make a series of changes to the Fee 
Schedule as a result of decreasing the standard rate to $0.0029 per 
share. First, the Exchange proposes to amend footnote 1 to remove 
references to reduced fees for removing or routing liquidity from the 
Exchange. Under footnote 1, if a Member satisfies the respective tier's 
criteria, they would be charged a reduced fee of: (i) $0.0029 per share 
under Mega Tier 1; (ii) $0.0029 per share under Mega Tier 2; or (iii) 
$$0.00295 per share under Mega

[[Page 28743]]

Tier 3.\10\ Going forward, Members will be charged the standard removal 
rate of $0.0029 per share regardless of whether they satisfy the 
criteria for Mega Tier 1 or Mega Tier 2. Members will also be charged 
the reduced standard removal rate of $0.0029 per share, rather than 
$0.00295 per share, if they satisfy the criteria for Mega Tier 3. 
Therefore, the Exchange proposes to delete the references under 
footnote 1 to reduced fees for removing of routing liquidity from the 
Exchange as Members will be charged the reduced standard removal rate 
regardless of whether they meet any of the above referenced tiers' 
criteria. As a result of the above changes, the Exchange also proposes 
to remove language from footnote 1 listing the fee codes eligible for 
reduced removal fees provided by the add volume tiers included in 
footnote 1 as this language would be no longer necessary.
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    \10\ The Exchange does not propose to amend the rebates provide 
by or the criteria necessary to satisfy Mega Tier 1, Mega Tier 2, or 
Mega Tier 3.
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    Second, the Exchange proposes to delete references to footnote 1 
from: (i) the standard rate for removing liquidity in securities priced 
above $1.00; and (ii) standard fee codes 6, 7, BB, N, RT, and W. These 
fee codes provide for the standard removal rate when removing liquidity 
from the Exchange. Footnote 1 references reduced fees charged for 
removing liquidity if the criteria included in the tiers within 
footnote 1 are satisfied. The Exchange believes references to footnote 
1 discussed above are no longer necessary as the standard rate for 
removing liquidity from the Exchange will be $0.0029 per share and no 
lower fees will be available if a Member qualifies for a tier included 
in footnote 1.
    Lastly, as a result of reducing the standard rate, the Exchange 
proposes to amend fee codes 5, EA, and ER to reduce the fee charged for 
internalized trades executed on the Exchange from $0.0005 per share to 
$0.00045 per share. 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,\11\ the Exchange currently 
charges $0.00050 per share per side of an execution (for adding 
liquidity and for removing liquidity) for fee codes 5, EA, and ER.\12\ 
This charge occurs in lieu of the standard or tiered rebate/removal 
rates. Therefore, Members currently incur a total transaction cost of 
$0.0010 per share for both sides of an execution for customer 
internalization.
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    \11\ Members are advised to consult Exchange Rule 12.2 
respecting fictitious trading.
    \12\ Fee codes 5 provides for a fee of $0.0005 per share per 
each side of an internalized trade executed on the Exchange during 
the Pre-Market Trading Session and Post-Market Trading Session. Fee 
code EA also provides for a fee of $0.0005 per share for an 
internalized trade executed on the Exchange that adds liquidity 
during Regular Trading Hours. Fee code ER provides for a fee of 
$0.0005 per share for an internalized trade executed on the Exchange 
that removes liquidity during Regular Trading Hours.
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    Prior to the proposed reduction of the standard removal rate 
proposed herein, the Exchange charged a standard rate of $0.0030 per 
share for orders that remove liquidity and a standard rebate of $0.0020 
per share for orders that add liquidity resulting in a maker/taker 
spread of $0.0010 per share, equal to the total transaction cost of 
$0.0010 per share for both sides of an execution for customer 
internalization. Going forward, the Exchange proposes to charge a 
standard rate of $0.0029 per share for orders that remove liquidity and 
will continue to provide a standard rebate of $0.0020 per share for 
orders that add liquidity resulting in a maker/taker spread of $0.0009 
per share.
    In order to ensure that the internalization fee is in line with the 
proposed maker/taker spread of $0.0009 for the standard add rate 
(rebate of $0.0020) and standard removal rate (proposed $0.0029 fee per 
share), the Exchange proposes to reduce the fee charged for 
internalized trades executed on the Exchange from $0.00050 per share to 
$0.00045 per share under fee codes 5, EA, and ER. The amended fee of 
$0.00045 per share for fee codes 5, EA, and ER would result in total 
transaction cost of $0.0009 per share for both sides of an execution 
for customer internalization, equal to the maker/taker spread of 
$0.0009 for the standard add and removal rates discussed above. For 
both tiered and standard rates, the charge for Members inadvertently 
matching with themselves will continue to be no more favorable than 
each maker/taker spread.\13\ The applicable rate for customer 
internalization thus allows the Exchange to continue to discourage 
potential wash sales.
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    \13\ In addition, the Exchange notes that under footnote 7 of 
the Fee Schedule, a Member that adds 10,000,000 shares or more of 
average daily volume (``ADV'') would be charged a rate of $0.0001 
per share per side for customer internalization. The Exchange has a 
variety of tiered rebates ranging from $0.0025-$0.0034 per share, 
which makes its maker/taker spreads range from $0.0006 (standard 
removal rate--Mega Tier 1 rebate), $0.00035 (standard removal rate--
Market Depth Tier 1 rebate), $0.0003 (standard removal rate--Mega 
Tier 2, Mega Tier 3, Mega-Step-Up Tier 1,and Investor Tier 
rebate),), $0.0002 (standard removal rate--Ultra Tier rebate), 
$0.0001 (standard removal rate--Mega Step-Up Tier 2 rebate), $0 
(standard removal rate--Market Depth Tier 2 rebate), -$0.0001 
(standard removal rate--Mega Step-Up Tier 3 and Super Tier), -
$0.0002 (standard removal rate--Tape B Step Up Tier), and -$0.0004 
(standard removal rate--Growth Tier rebate). As a result of the 
customer internalization charge, Members who internalized would be 
charged $0.0001 per share per side of an execution (total of $0.0002 
per share) or $0.0045 per share per side (total of $0.0009 per 
share) instead of capturing the maker/taker spreads resulting from 
achieving the tiered rebates.
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Non-Substantive Changes
    The Exchange also proposes to make the below non-substantive 
clarifying changes to its Fee Schedule. First, the Exchange proposes to 
remove ``, Inc.'' from the reference to the Exchange in the heading of 
the Fee Schedule. This non-substantive change is intended to make the 
reference to the Exchange in the heading of the Fee Schedule consistent 
with the manner in which its affiliated exchanges \14\ are referenced 
in their respective fee schedules. Second, the Exchange proposes to 
remove an incorrect reference to footnote 4 under the standard removal 
rate as footnote 4 provides for a rebate of $0.0034 per share for 
Members meeting criteria under the Exchange's Retail Order tier. 
Footnote 4 is, therefore, inapplicable to the standard removal rate. 
Third, the Exchange proposes to remove a reference to fee code PI from 
the Standard Rates table as fee code PI was previously removed from the 
Fee Codes and Associated Fees section of the Fee Schedule on January 
16, 2015 and is no longer available.\15\ Lastly, the Exchange proposes 
to add a reference to footnote 1 to fee code ZA, which provides for a 
rebate of $0.0032 per share for Retail Orders \16\ that add liquidity. 
Footnote 1 states that the rebates to add liquidity provided by the add 
volume tiers listed in the footnote are applicable to various fee 
codes, including fee code ZA. Therefore, the Exchange believes that 
adding a reference to footnote 1 following fee code ZA will improve the 
understandability of the Exchange's Fee Schedule because footnote 1 
does expressly apply to that fee code.
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    \14\ The Exchange's affiliated exchanges are BATS Exchange, 
Inc., BATS Y-Exchange, Inc., and EDGA Exchange, Inc. (``EDGA''). The 
Exchange understands that EDGX also intends to file a proposed rule 
change with the Commission making a similar change to how EDGA is 
referenced in the heading of its fee schedule.
    \15\ See Securities Exchange Act Release No. 74165 (January 28, 
2015), 80 FR 5854 (February 3, 2015) (SR-EDGX-2015-04) (Notice of 
Filing and Immediate Effectiveness of a Proposed Rule Change to Make 
Non-Substantive Amendments and Clarifications to the Fee Schedule).
    \16\ ``Retail Order'' is defined under Exchange Rule 11.21(a).
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Implementation Date
    The Exchange proposes to implement these amendments to its Fee 
Schedule immediately.

[[Page 28744]]

2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with the objectives of Section 6 of the Act,\17\ in general, and 
furthers the objectives of Section 6(b)(4),\18\ 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. The Exchange also notes that it operates in a highly-
competitive market in which market participants can readily direct 
order flow to competing venues if they deem fee levels at a particular 
venue to be excessive. The proposed rule change reflects a competitive 
pricing structure designed to incent [sic] market participants to 
direct their order flow to the Exchange. The Exchange believes that the 
proposed rates are equitable and non-discriminatory in that they apply 
uniformly to all Members. The Exchange believes the fees and credits 
remain competitive with those charged by other venues and therefore 
continue to be reasonable and equitably allocated to Members.
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    \17\ 15 U.S.C. 78f.
    \18\ 15 U.S.C. 78f(b)(4).
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Fee Code BY
    The Exchange believes that its proposal to decrease the rebate for 
orders that yield fee code BY represents an equitable allocation of 
reasonable dues, fees, and other charges among Members and other 
persons using its facilities. Prior to the BYX's May 2015 fee change, 
BYX provided BATS Trading a rebate of $0.00160 per share to remove 
liquidity in securities priced at or above $1.00, which BATS Trading 
passed through to the Exchange and the Exchange provided its Members. 
When BATS Trading routes to BYX, it will now be provided a rebate of 
$0.00150 per share. The Exchange does not levy additional fees or offer 
additional rebates for orders that it routes to BYX through BATS 
Trading. Therefore, the Exchange believes that the proposed change to 
fee code BY is equitable and reasonable because it accounts for the 
pricing changes on BYX, which enables the Exchange to provide its 
Members the applicable pass-through rebate. Lastly, the Exchange notes 
that routing through BATS Trading is voluntary and believes that the 
proposed change is non-discriminatory because it applies uniformly to 
all Members.
Standard Removal Rate Change
    The Exchange believes that its proposal to lower the standard 
removal rate from $0.0030 per share to $0.0029 per share, as well as 
related changes made throughout the Fee Schedule, represent an 
equitable allocation of reasonable dues, fees and other charges as it 
will enable the Exchange to decrease trading cost for Members who 
remove liquidity from the Exchange. Decreasing the standard removal 
rate is designed to attract additional liquidity to the Exchange, 
thereby increasing depth of the Exchange's order book, resulting in 
improved price discovery for all investors. The rate is also equitable 
and reasonable as compared to the fees for removing liquidity charged 
by The Nasdaq Stock Market LLC (``Nasdaq'') (removal rate of $0.0030 
per share) and NYSE Arca, Inc. (``NYSE Arca'') (removal rate of $0.0030 
per share for Tape A and Tape C securities).\19\ The Exchange believes 
references to footnote 1 as well as removing the fees to remove 
liquidity from Mega Tier 1, Mega Tier 2, and Mega Tier 3, as referenced 
above, are also equitable and reasonable because such provisions are no 
longer necessary as the standard rate for removing all liquidity from 
the Exchange will be $0.0029 per share, which is equal to or lower than 
the current removal rated provided for in those tiers. The proposed 
standard removal rate is also non-discriminatory in that it applies 
uniformly to all Members.
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    \19\ See Nasdaq, Price List--Trading & Connectivity, available 
at http://www.nasdaqtrader.com/Trader.aspx?id=PriceListTrading2. See 
also the NYSE Arca Schedule of Fees and Charges for Exchange 
Services, dated April 20, 2015 available at https://www.nyse.com/publicdocs/nyse/markets/nyse-arca/NYSE_Arca_Marketplace_Fees.pdf.
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    The Exchange believes that decreasing the fee for customer 
internalization from $0.00050 to $0.00045 per share per side of an 
execution for fee codes EA, ER, and 5 represents an equitable 
allocation of reasonable dues, fees, and other charges as it is 
designed to discourage Members from inadvertently matching with one 
another and potential wash sales. The revised fee also allows the 
Exchange to offset its administrative, clearing, and other operating 
costs incurred in executing such trades. Finally, the fee is equitable 
and reasonable because it total transaction cost of for both sides of 
an execution for customer internalization will continue to be equal to 
the maker/taker spread of $0.0009 for the standard add and removal 
rates discussed above.\20\ The Exchange believes that the proposed rate 
is non-discriminatory in that it applies uniformly to all Members.
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    \20\ In each case, the internalization fee is no more favorable 
to the Member than each prevailing maker/taker spread. The Exchange 
will continue to ensure that the internalization fee is no more 
favorable than each prevailing maker/taker spread.
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Non-Substantive Changes
    The Exchange believes that the non-substantive clarifying changes 
to its Fee Schedule are reasonable because they are not designed to 
amend any fee, nor alter the manner in which it assesses fees or 
calculates rebates. These proposed changes to the Fee Schedule are 
intended to make the reference to the Exchange in the heading of the 
Fee Schedule consistent with the manner in which its affiliated 
exchanges are referenced in their respective fee schedules, while the 
clarifying changes to remove reference to footnote 4 under the standard 
removal rate and add a reference to footnote 1 to fee code ZA are 
intended to add clarity to the Fee Schedule and avoid investor 
confusion. Therefore, the Exchange believes these changes will remove 
impediments to and perfect the mechanism of a free and open market and 
a national market system, and, in general, protect investors and the 
public interest.

(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 the Exchange'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.
Fee Code BY
    The Exchange believes that its proposal to pass through the amended 
rebate for orders that yield fee code BY would increase intermarket 
competition because it offers customers an alternative means to route 
to BYX for the same rebate that they would be provided if they entered 
orders on that trading center directly. The Exchange believes that its 
proposal would not burden intramarket competition because the proposed 
rebate would apply uniformly to all Members.
Standard Removal Rate Change
    The Exchange believes that its proposal to lower the standard 
removal

[[Page 28745]]

rate from $0.0030 per share to $0.0029 per share will also assist in 
increasing competition in that its proposed rebate is lower than the 
standard fees for removing liquidity offered by Nasdaq (removal rate of 
$0.0030 per share) and NYSE Arca (removal rate of $0.0030 per share for 
Tape A and Tape C securities).\21\
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    \21\ See supra note 19.
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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 standard add and remove 
rates on the Exchange.
Non-Substantive Changes
    The Exchange believes that the proposed non-substantive clarifying 
changes to the Fee Schedule will not affect intermarket nor intramarket 
competition because these changes are not designed to amend any fee or 
alter the manner in which the Exchange assesses fees or calculates 
rebates.

(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 \22\ and paragraph (f) of Rule 19b-4 
thereunder.\23\ At any time within 60 days of the filing of the 
proposed rule change, the Commission summarily may temporarily suspend 
such rule change if it appears to the Commission that such action is 
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).
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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-2015-22 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-EDGX-2015-22. 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 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-EDGX-2015-22 and should be 
submitted on or before June 9, 2015.

    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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Robert W. Errett,
Deputy Secretary.
[FR Doc. 2015-12027 Filed 5-18-15; 8:45 am]
 BILLING CODE 8011-01-P