UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

OFFICE OF COM P L IANCE 

I N S P ECTION S AN D 

EXAMI N ATIONS 

Dear Chief Regulatory Officer: 

WASHINGTON , D.C . 20549 

January 13 ,2015 

The Office of Market Oversight ("Market Oversight") within the Office of Compliance 

Inspections and Examinations ("OCIE") is preparing to conduct examinations of the national 

securities exchanges in Fiscal Year 2015 pursuant to Sections 17(a)(1) and 17(b) ofthe 

Securities Exchange Act of 1934 ("Exchange Act") and Rule 17a-1 thereunder. As part of its 

risk-based examination program, Market Oversight has established certain examination priorities 

for Fiscal Year 2015 that will guide the selection of the programs and areas to examine in the 

fiscal year. 1 

Market Oversight would like to provide the national securities exchanges with the following list 

of examination priorities for Fiscal Year 2015: 

• Examination of certain exchanges' compliance with undertakings imposed by applicable 

Orders Instituting Administrative and Cease-and-Desist Proceedings Pursuant to Sections 

19(h)(l) and 21 C of the Exchange Act ("OIP"). Those exchanges which became subject 

to an OIP in 2012, 2013, or 2014 would be examined as part ofthis initiative. 

• Examination of certain exchanges' internal controls surrounding regulatory 

responsibilities and decisions. For example, potential examinations in this area may 

include reviews of a national securities exchange's outsourcing of regulatory functions, 

the funding of an exchange's regulatory functions, and the governance and oversight of 

an exchange's regulatory functions. 

• Ongoing examination of listing exchanges' monitoring and enforcement of initial and 

continued listing standards for exchange-traded products. 

• Examination of options exchanges' listing programs, including assessing compliance 

with listing requirements and evaluating the policies and procedures regarding listing 

programs. 

This document was prepared by SEC staff, and the views expressed herein are those of OCIE. The 

Commission has expressed no view on this document's contents. It is not legal advice; it is not intended to, 

does not, and may not be relied upon to create any rights, substantive or procedural, enforceable at law by 

any party in any matter civil or criminal. 
• In coordination with OCIE's Technology Controls Program, examination of certain 

exchanges' controls related to the management of information technology, such as in the 

areas of: written supervisory policies and procedures; information security and incident 

response; business continuity planning and pandemic preparedness; computer, 

telecommunications and networking operations; software development and testing; 

outsourcing and vendor management; and enterprise risk management. 

• Examination of certain exchanges' compliance with obligations under Section 31 of the 

Exchange Act and Rule 31 thereunder. 

The preceding list of Fiscal Year 2015 Market Oversight examination priorities is not static and 

remains subject to change due to unexpected events in the market or other factors. Furthermore, 

subject to the availability of resources and other factors, Market Oversight also may establish 

additional examination priorities for Fiscal Year 2015. 

Market Oversight looks forward to working with you and your staff in Fiscal Year 2015 to 

complete these examination priorities. If you have any questions conceming the matters 

discussed in this letter, please contact me at (202) 55 1-498 1. 

N atio.nal Associate Director 

OCIE Office of Market Oversight 

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