[Federal Register Volume 80, Number 137 (Friday, July 17, 2015)]
[Notices]
[Pages 42563-42566]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2015-17490]



[[Page 42563]]

-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-75435; File No. SR-EDGX-2015-32]


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.

July 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 July 2, 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.
---------------------------------------------------------------------------

    \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).
---------------------------------------------------------------------------

I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange filed a proposal to amend its fees and rebates 
applicable to Members \5\ and non-Members of the Exchange pursuant to 
EDGX Rule 15.1(a) and (c) (``Fee Schedule'') to: (i) Delete fee codes 
AA, AM, MT and current footnotes 12 and 13; (ii) amend fee code MM by: 
(a) Updating its description, (b) deleting current footnote 11, and (c) 
replacing the fee of $0.00120 per share for orders yielding fee code MM 
with a rebate of $0.00150 per share for securities priced at or above 
$1.00; (iii) add new fee code HI and revised footnote 11; and (iv) add 
new fee code VI.
---------------------------------------------------------------------------

    \5\ 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).
---------------------------------------------------------------------------

    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 submitted a proposed rule change with the Commission, 
for July 6, 2015 effectiveness, to better align certain Exchange rules 
and system functionality with that currently offered by its affiliate, 
BATS Exchange, Inc. (``BZX'').\6\ In sum, these changes amended: (i) 
Rule 11.6(l)(1)(B) by replacing the Hide Not Slide Re-Pricing \7\ 
instruction with a Display-Price Sliding \8\ instruction; (ii) Rule 
11.6(l)(3) to provide that orders with a Non-Displayed \9\ instruction 
and orders of Odd Lot \10\ size priced better than the National Best 
Bid or Offer (``NBBO'') will no longer be ranked at the mid-point of 
the NBBO; and (iii) Rule 11.8(d) to replace MidPoint Match Orders \11\ 
with MidPoint Peg Orders,\12\ the operation of which is identical to 
the operation of Midpoint Peg Orders on BZX \13\ and EDGA.\14\ These 
proposed changes resulted in a change to system functionality 
concerning the interaction of orders at the midpoint of the NBBO. As a 
result the above filing, the Exchange proposes the following amendments 
to its Fee Schedule concerning fees and rebates for orders executed at 
the midpoint of the NBBO: (i) Delete fee codes AA, AM, MT and current 
footnotes 12 and 13; (ii) amend fee code MM by: (a) Updating its 
description, (b) deleting current footnote 11, and (c) replacing the 
fee of $0.00120 per share for orders yielding fee code MM with a rebate 
of $0.00150 per share for securities priced at or above $1.00; (iii) 
add new fee code HI and revised footnote 11; and (iv) add new fee code 
VI. These amendments are also designed to simplify the fee and rebate 
structure for orders that execute between the NBBO.
---------------------------------------------------------------------------

    \6\ See SR-EDGX-2015-30 [sic] available at www.batstrading.com/regulation/rule_filings/edgx. A description of the changes proposed 
in this filing may be found in BATS EDGX Exchange Modifications, 
Effective July 6, 2015, available at http://cdn.batstrading.com/resources/release_notes/2015/BATS-EDGX-Exchange-Modifications-Effective-July-6-2015.pdf. [sic] (``EDGX BZX Harmonization 
Filing'').
    \7\ See current Rule 11.6(l)(i)(B) for a description of the Hide 
Not Slide instruction. See also the EDGX BZX Harmonization filing, 
supra note 6.
    \8\ See id for a description of the Display-Price Sliding 
instruction.
    \9\ See Exchange Rule 11.6(e)(2).
    \10\ See Exchange Rule 11.8(s)(2).
    \11\ A MidPoint Match Order is a non-displayed Market Order or 
Limit Order with an instruction to execute only at the midpoint of 
the NBBO. See current Exchange Rule 11.8(d).
    \12\ MidPoint Peg Orders are identical to MidPoint Match Orders 
but for the following differences: (i) Midpoint Peg Order will be 
able to execute at prices equal to or better than the midpoint of 
the NBBO, and not just at the midpoint of the NBBO as is currently 
the case with MidPoint Match Orders; and (ii) unlike MidPoint Match 
Orders, MidPoint Peg Orders may be coupled with a Post Only 
instruction. See the EDGX BZX Harmonization Filing, supra note 6.
    \13\ See BZX Rule 11.9(c)(9).
    \14\ See EDGA Rule 11.8(d).
---------------------------------------------------------------------------

Deletion of Fee Codes AA, AM, MT and Footnotes 12 and 13
    The Exchange proposes to delete fee codes AA, AM, MT and related 
footnotes 12 and 13.
    Fee Code AA. The Exchange appends fee code AA to buy and sell 
MidPoint Match Orders that inadvertently match against each other and 
share the same MPID (i.e., internalized trade). MidPoint Match Orders 
yielding fee code AA are charged a fee of $0.00120 per share in 
securities priced at or above $1.00 and 0.15% of the dollar value in 
securities priced below $1.00.
    The Exchange now proposes to delete fee code AA. As discussed 
above, EDGX has filed a proposed rule change with the Commission to 
replace MidPoint Match Orders with MidPoint Peg Orders as of July 6, 
2015. Therefore, fee code AA will no longer be necessary as of that 
date. The Exchange notes that buy and sell MidPoint Peg Orders that 
inadvertently match against each other and share the same MPID would 
now yield either fee codes EA or ER, which are currently applied to 
internalized trades.\15\
---------------------------------------------------------------------------

    \15\ Under fee code EA, the side of an internalized trade that 
adds liquidity is charged a fee a fee of $0.00045 per share in 
securities priced at or above $1.00 and, like current fee code AA, 
0.15% of the dollar value of the execution in securities priced 
below $1.00. Under fee code ER, the side of an internalized trade 
that removed liquidity is subject to the same rates as fee code EA. 
Under both fee codes EA and ER, if a Member adds an ADV of at least 
10,000,000 shares, then the Member's rate for internalization (fee 
codes 5, EA or ER) decreases to $0.0001 per share per side. See EDGX 
Fee Schedule available at http://batstrading.com/support/fee_schedule/edgx/.

---------------------------------------------------------------------------

[[Page 42564]]

    Fee Code AM and Footnote 12. The Exchange appends fee code AM to 
orders that add liquidity at the midpoint of the NBBO using: (i) An 
order with a Non-Displayed instruction; or (ii) an order with a 
Discretionary Range \16\ instruction. Under footnote 12, an order that 
adds liquidity at the midpoint of the NBBO using an order with a Non-
Displayed instruction will receive fee code AM where it receives no 
price improvement relative to its limit price and executes against the 
following orders that receive fee code MT: A MidPoint Match order or an 
order with a Non-Displayed and Post Only \17\ instruction. Footnote 12 
further states that an order that adds liquidity at the midpoint of the 
NBBO using an order with a Discretionary Range instruction will receive 
fee code AM where it executes against a MidPoint Match order. Orders 
that yield fee code AM pay no fee nor do they receive a rebate in 
securities priced above or below $1.00.
---------------------------------------------------------------------------

    \16\ See Exchange Rule 11.6(d).
    \17\ See Exchange Rule 11.6(n)(4).
---------------------------------------------------------------------------

    The Exchange proposes to delete fee code AM and current footnote 12 
as they would be no longer necessary due to the EDGX BZX Harmonization 
Filing. Going forward, an order with a Non-Displayed instruction that 
adds liquidity at the midpoint of the NBBO and receives price 
improvement would be eligible to yield proposed fee code HI, which is 
discussed in detail below and also charges no fee nor provides a rebate 
in securities priced above or below $1.00. An order with a Non-
Displayed instruction that adds liquidity at the midpoint of the NBBO 
and does not receive price improvement would be eligible to yield 
existing fee code HA, which is yielded on orders with a Non-Displayed 
instruction that add liquidity.\18\ Under the EDGX BZX Harmonization 
Filing, an order with a Discretionary Range instruction that is posted 
to the EDGX Book and executes against an incoming order with a Post 
Only instruction at the midpoint of the NBBO would pay the applicable 
fee for removing liquidity and the incoming order would receive the 
applicable rebate.\19\
---------------------------------------------------------------------------

    \18\ Orders that yield fee code HA receive a rebate of $0.00150 
per share in securities priced at or above $1.00 and $0.00003 per 
share in securities priced below $1.00.
    \19\ See Exchange Rule 11.6(d), as amended by the EDGX BZX 
Harmonization Filing, supra note 6.
---------------------------------------------------------------------------

    Fee Code MT and Footnote 13. The Exchange appends fee code MT to 
orders that remove liquidity at the midpoint of the NBBO using: (1) A 
MidPoint Match order; (2) an order with a Hide Not Slide instruction; 
or (3) an order with a Non-Displayed and Post Only \20\ instruction 
that receives price improvement relative to its limit price. Under 
footnote 13, an order with a Hide Not Slide instruction that removes 
liquidity at the midpoint of the NBBO will receive fee code MT if such 
order also contains a Post Only instruction and the difference between 
the NBB and NBO is $0.01. Footnote 13 further states that the Exchange 
will charge the standard fee to remove liquidity to any order with a 
Hide Not Slide instruction that does not contain a Post Only 
instruction and to any order with a Hide Not Slide and Post Only 
instruction that removes liquidity at the midpoint of the NBBO when the 
difference between the NBB and NBO is larger than $0.01. Orders 
yielding fee code MT are charged a fee of $0.00120 per share in 
securities priced at or above $1.00 and 0.30% of the dollar value in 
securities priced below $1.00.
---------------------------------------------------------------------------

    \20\ See Exchange Rule 11.6(n)(4).
---------------------------------------------------------------------------

    In the EDGX BZX Harmonization Filing, the Exchange decommissioned 
the MidPoint Match Order and replaced it with the MidPoint Peg Order. 
The Exchange also replaced the Hide Not Slide instruction with Display-
Price Sliding. As a result of these changes, fee code MT and footnote 
13 are no longer necessary as the MidPoint Match Order and Hide Not 
Slide instruction would no longer be available. As a result of deleting 
fee code MT, orders that remove liquidity at the midpoint of the NBBO 
will now be charged EDGX's standard removal rate of $0.00290 per share 
regardless of the difference between the NBB and NBO.
Fee Code MM and Footnote 11
    Currently, fee code MM is applied to orders that add liquidity at 
the midpoint of the NBBO using: (i) A MidPoint Match Order; (ii) an 
order with a Hide Not Slide instruction; or (iii) an order with a Non-
Displayed instruction. Under footnote 11, an order with a Non-Displayed 
instruction will receive fee code MM where it receives price 
improvement relative to its limit price and it executes against the 
following orders that receive fee code MT: A MidPoint Match Order, an 
order with a Hide Not Slide instruction and Post Only instruction when 
the difference between the NBB and NBO is $0.01, or an order with a 
Non-Displayed and Post Only instruction. Orders yielding fee code MM 
are charged a fee of $0.0012 per share in securities priced at $1.00 or 
above and receive a rebate of $0.00003 per share in securities priced 
below $1.00.
    As discussed above, in the EDGX BZX Harmonization Filing the 
Exchange decommissioned the MidPoint Match Order and replaced it with 
the MidPoint Peg Order as well as replaced the Hide Not Slide 
instruction with Display-Price Sliding. As a result of these changes, 
fee code MM is to be amended to remove references to MidPoint Match 
Orders and the Hide Not Slide instruction. The Exchange also proposes 
to amend the description of the of fee code MM to state that fee code 
MM will be applied to Non-Displayed orders that add liquidity using a 
MidPoint Peg Order. Footnote 11 is proposed to be deleted as those 
conditions would no longer be necessary to receive fee code MM. Lastly, 
the Exchange proposes to replace the fee of $0.00120 per share for 
orders yielding fee code MM in securities priced at or above $1.00 with 
a rebate of $0.00150 per share. Orders yielding fee code MM in 
securities priced below $1.00 would continue to receive a rebate of 
$0.00003 per share.
    In the EDGX BZX Harmonization Filing discussed above, the Exchange 
decommissioned the MidPoint Match Order and replaced it with the 
MidPoint Peg Order as well as replaced the Hide Not Slide instruction 
with Display-Price Sliding. As a result of these changes, fee code MM 
is being amended to reflect that the MidPoint Match Order and the Hide 
Not Slide instruction would no longer be available. Going forward, 
orders with a Non-Displayed instruction that add liquidity and receive 
price improvement will be eligible to yield proposed fee code HI 
discussed below. In addition, an order with a Display-Price Sliding 
instruction that receives price improvement, which may include an 
execution at the midpoint of the NBBO, would be eligible to yield 
proposed fee code VI discussed below.
Fee Codes HI, VI and Footnote 11
    The Exchange proposes to add new fee code HI and revised footnote 
11. Proposed fee code HI will be yielded to orders with a Non-Displayed 
instruction that add liquidity and receive price improvement, as 
described below. Such orders that yield fee code HI will pay no fee nor 
receive a rebate for executions in securities price at or above $1.00 
as well as in securities priced below $1.00. Footnote 11 would be 
appended to fee code HI and would state that fee code HI will not be 
available to the Reserve Quantity of an order or to orders with a 
Discretionary Range instruction. Orders with a Non-Displayed 
instruction that add liquidity that previously received fee code MM 
will

[[Page 42565]]

now receive fee code HI where they receive price improvement relative 
to its limit price.
    The Exchange also proposes to adopt new fee code VI, which would be 
yielded on Displayed orders that are subject to price sliding that add 
liquidity and receive price improvement, as described below. Such 
orders that yield fee code VI will pay no fee nor receive a rebate for 
executions in securities price at or above $1.00 as well as in 
securities priced below $1.00.
    As part of the EDGX BZX Harmonization Filing, under Rule 
11.10(a)(4)(D) the Exchange will execute the incoming order to sell 
(buy) against a resting order with a Non-Displayed instruction or an 
order subject to Display-Price Sliding at one-half minimum price 
variation less (more) than the price of an order displayed on the EDGX 
Book. In such case, an order with a Non-Displayed instruction or an 
order subject to a Display-Price Sliding instruction resting on the 
EDGX Book would receive price improvement relative to its limit price. 
Because such resting orders will receive price improvement, the 
Exchange proposes to execute the orders yielding fee codes HI or VI 
without providing a rebate or charging a fee. The Exchange believes 
that price improvement received for executions of orders with a Non-
Displayed instruction or subject to Display-Price Sliding (rather than 
price improvement and a liquidity rebate) is appropriate because the 
price improvement received will offset the change in the fee structure 
for such orders. The Exchange notes that BZX also offers fee codes HI 
and VI on the same terms and for the same rates.\21\
---------------------------------------------------------------------------

    \21\ See BZX Fee Schedule available at http://batstrading.com/support/fee_schedule/bzx/.
---------------------------------------------------------------------------

Implementation Date
    The Exchange proposes to implement these amendments to its Fee 
Schedule on July 6, 2015.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with the objectives of section 6 of the Act,\22\ in general, and 
furthers the objectives of section 6(b)(4),\23\ 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 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.
---------------------------------------------------------------------------

    \22\ 15 U.S.C. 78f.
    \23\ 15 U.S.C. 78f(b)(4).
---------------------------------------------------------------------------

    The proposed fee changes are necessary due to the EDGX BZX 
Harmonization Filing, which is designed to provide consistent 
functionality between the Exchange and BZX, thereby reducing complexity 
and streamlining duplicative functionality, resulting in simpler 
technology implementation, changes and maintenance by Users of the 
Exchange that are also participants on BZX. Likewise, the proposed fee 
changes will streamline its pricing for executions that occur at the 
midpoint of the NBBO and provide a consistent pricing scheme between 
the Exchange and BZX, also reducing complexity for Members of the 
Exchange that are also participants on BZX. The proposed rule changes 
do not propose to implement new or unique pricing that is not currently 
available on BZX. As such, the proposed rule change would provide for 
the equitable allocation of reasonable dues, fees and other charges 
among its Members and other persons using its facilities.
    Specifically, the Exchange believes it is equitable and reasonable 
to delete fee codes AA, AM, and MT as well as current footnotes 11, 12, 
and 13, as the functionality necessary to yield these fee codes will be 
decommissioned or modified as a result of the EDGX BZX Harmonization 
Filing. As explained above, functionality that is to be retained by the 
Exchange will be captured under existing fee codes or proposed fee 
codes HI and VI. For the same reasons, the Exchange also believes it is 
equitable and reasonable to amend the description of fee code MM to 
reflect the functionality changes included in the EDGX BZX 
Harmonization Filing. Furthermore, the Exchange believes it is 
equitable and reasonable to replace its fee of $0.00120 per share for 
securities priced above $1.00 with a rebate of $0.00150 per share. The 
Exchange believes that providing a rebate to MidPoint Peg Orders that 
add liquidity is a reasonable means by which to incentive Members to 
provide liquidity at the midpoint of the NBBO. In addition, the 
Exchange believes that by encouraging the use of MidPoint Peg Orders, 
Members seeking price improvement would be more motivated to direct 
their orders to EDGX because they would have a heightened expectation 
of the availability of liquidity at the midpoint of the NBBO.
    Because orders that yield fee codes HI or VI will receive price 
improvement, the Exchange proposes to execute the orders without 
providing either a liquidity rebate or charging a fee. The Exchange 
believes that price improvement received for executions of orders with 
a Non-Displayed instruction or subject to Display-Price Sliding (rather 
than price improvement and a liquidity rebate) is appropriate because 
the price improvement received will offset the change in the fee 
structure for such orders. The Exchange also believes that proposed fee 
code VI and HI as well as proposed footnote 11, are equitable and 
reasonable because they are identical to like named fee codes HI and VI 
offered by BZX which are offered on the same terms and for the same 
rate.\24\
---------------------------------------------------------------------------

    \24\ See supra note 21.
---------------------------------------------------------------------------

(B) Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange 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. The Exchange notes that the 
proposal will streamline its pricing for executions that occur at the 
midpoint of the NBBO and provide a consistent pricing scheme between 
the Exchange and BZX, thereby reducing complexity for Members of the 
Exchange that are also participants on BZX. The Exchange believes its 
streamlined pricing for executions at the midpoint of the NBBO will 
increase competition amongst the Exchange and its competitors for price 
improving liquidity. The Exchange believes that providing a rebate to 
MidPoint Peg Orders that add liquidity under fee code MM will increase 
competition for liquidity at the midpoint of the NBBO. Thus, the 
Exchange believes this proposed rule change is necessary to permit fair 
competition among national securities exchanges.

(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.

[[Page 42566]]

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 \25\ and paragraph (f) of Rule 19b-4 
thereunder.\26\ 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.
---------------------------------------------------------------------------

    \25\ 15 U.S.C. 78s(b)(3)(A).
    \26\ 17 CFR 240.19b-4(f).
---------------------------------------------------------------------------

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-2015-32 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-2015-32. 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-2015-32 and should be 
submitted on or before August 7, 2015.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\27\
---------------------------------------------------------------------------

    \27\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Brent J. Fields,
Secretary.
[FR Doc. 2015-17490 Filed 7-16-15; 8:45 am]
 BILLING CODE 8011-01-P