5854 Federal Register / Vol. 80, No. 22 / Tuesday, February 3, 2015 / Notices 

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). 

5The 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). 

6See Securities Exchange Act Release No. 71449 

(January 30, 2014), 79 FR 6961 (February 5, 2014) 

(SR–EDGX–2013–43; SR–EDGA–2013–34). 

the Securities and Exchange 

Commission will hold a Closed Meeting 

on Thursday, February 5, 2015 at 2:00 

p.m. 

Commissioners, Counsel to the 

Commissioners, the Secretary to the 

Commission, and recording secretaries 

will attend the Closed Meeting. Certain 

staff members who have an interest in 

the matters also may be present. 

The General Counsel of the 

Commission, or her designee, has 

certified that, in her opinion, one or 

more of the exemptions set forth in 5 

U.S.C. 552b(c)(3), (5), (7), 9(B) and (10) 

and 17 CFR 200.402(a)(3), (5), (7), 9(ii) 

and (10), permit consideration of the 

scheduled matter at the Closed Meeting. 

Commissioner Aguilar, as duty 

officer, voted to consider the items 

listed for the Closed Meeting in closed 

session. 

The subject matter of the Closed 

Meeting will be: 

Institution and settlement of 

injunctive actions; 

Institution and settlement of 

administrative proceedings; 

Litigation Matter; 

Adjudicatory Matter; and 

Other matters relating to enforcement 

proceedings. 

At times, changes in Commission 

priorities require alterations in the 

scheduling of meeting items. 

For further information and to 

ascertain what, if any, matters have been 

added, deleted or postponed, please 

contact the Office of the Secretary at 

(202) 551–5400. 

Dated: January 29, 2015. 

Lynn M. Powalski, 

Deputy Secretary. 

[FR Doc. 2015–02102 Filed 1–30–15; 11:15 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–74165; File No. SR–EDGX– 

2015–04] 

Self-Regulatory Organizations; EDGX 

Exchange, Inc.; Notice of Filing and 

Immediate Effectiveness of a Proposed 

Rule Change To Make Non-Substantive 

Amendments and Clarifications to the 

Fee Schedule 

January 28, 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 January 

16, 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. 

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 of the Exchange pursuant to 

EDGX Rule 15.1(a) and (c) (‘‘Fee 

Schedule’’) to make several nonsubstantive amendments and 

clarifications as part of its migration 

onto the same technology platform as its 

affiliated exchanges, BATS Exchange, 

Inc. (‘‘BZX’’) and BATS Y-Exchange, 

Inc. (‘‘BYX’’, collectively with BZX, 

‘‘BATS’’). The proposed rule change 

does not amend any existing fees or 

rebates, nor do they alter the manner in 

which the Exchange assesses fees or 

calculates rebates. 

The text of the proposed rule change 

is available at the Exchange’s Web site 

at http://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 the 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

Earlier this year, the Exchange and its 

affiliate, EDGA Exchange, Inc. 

(‘‘EDGA’’) received approval to effect a 

merger (the ‘‘Merger’’) of the Exchange’s 

parent company, Direct Edge Holdings 

LLC, with BATS Global Markets, Inc., 

the parent of BATS (together with 

BATS, EDGA and EDGX, the ‘‘BGM 

Affiliated Exchanges’’).6 In the context 

of the Merger, the BGM Affiliated 

Exchanges are working to migrate EDGX 

and EDGA onto the BATS technology 

platform, and align certain system 

functionality and rules, retaining only 

intended differences between the BGM 

Affiliated Exchanges. As a result of 

these efforts, the Exchange proposes to 

make several non-substantive 

amendments and clarifications to its Fee 

Schedule as part of its migration onto 

the BATS technology platform. The 

Exchange notes that none of these 

changes substantively amend any fee or 

rebate, nor do they alter the manner in 

which the Exchange assesses fees or 

calculates rebates. Specifically, the 

Exchange is proposing the following: 

• To eliminate the lead-in text that 

reads, ‘‘Download in pdf format. Rebates 

& Charges for Adding, Removing or 

Routing Liquidity per share for Tape A, 

B, & C securities 1’’ and replace it with 

the heading, ‘‘Transaction Fees.’’ 

• Replace references to the term 

‘‘liquidity flag’’ or ‘‘flag’’ with the term 

‘‘fee code’’ throughout the Fee 

Schedule. 

• Amend the bullets under the 

renamed section, Transactions to: (i) 

Clarify that the rates apply to a 

Member’s transactions by adding the 

term ‘‘transactions’’; and (ii) add a 

statement to clarify that, unless 

otherwise noted, all routing fees and 

rebates are for removing liquidity from 

the destination venue. 

• Rename the section entitled, 

‘‘Liquidity Flags’’ as ‘‘Fee Codes and 

Associated Fees.’’ The Exchange also 

proposes to: (i) Clarify under this 

section which fee codes apply to 

removing or adding liquidity on EDGX; 

(ii) amend certain terminology to ensure 

consistent phrasing and to align with 

similar language included in the BATS 

fee schedules; and (iii) amend: (a) Fee 

code O to clarify that it applies to orders 

routed to the listing market opening or 

re-opening cross; (b) fee code R to clarify 


rljohnson on DSK3VPTVN1PROD with NOTICES
Federal Register / Vol. 80, No. 22 / Tuesday, February 3, 2015 / Notices 5855 

7Previously, the Exchange would route reroutable orders to other exchanges in addition to 

the NYSE. This change is designed to reflect that 

the Exchange currently routes re-routable orders 

only to the NYSE. 

8The Exchange notes that the routing strategies 

listed in the description of fee codes Q, T and Z 

route orders to both exchange and non-exchange 

destinations. The proposed rule change is intended 

to clarify that fee codes Q, T and Z will only be 

appended to an order when routed to a nonexchange destination pursuant to one of the listed 

routing strategies. Orders routed to an exchange 

destination pursuant to one of the listed routing 

strategies will include a different fee code. 

9See Securities Exchange Act Release Nos. 74023 

(January 9, 2015), 80 FR 2163 (January 15, 2015) 

(SR–EDGX–2015–03); and 74028 (January 9, 2015), 

80 FR 2125 (January 15, 2015) (SR–EDGA–2015– 

03). 

10 Id. 

11After January 16, 2015, the Exchange intends to 

submit a rule filing to the Commission to remove 

the provision to exclude from its calculation of 

ADV and TCV shares added, removed, or routed on 

each trading day from January 12, 2015 up to and 

including January 16, 2015 from its definitions of 

TCV and ADV. 

12The Exchange notes that the date of the Fee 

Schedule was amended to January 16, 2015 in a 

previously filed proposed rule change. See SR– 

EDGX–2015–01 (filed January 16, 2015). 

13 15 U.S.C. 78f. 

14 15 U.S.C. 78f(b)(4). 

that the order is re-routed by the New 

York Stock Exchange, Inc. (‘‘NYSE’’); 7

(c) fee codes Q, T, and Z to clarify that 

the order must be routed to a nonexchange destination; 8 (d) delete fee 

code PI; (e) amend fee code RP to reflect 

a change to the name of the Route Peg 

order to the Supplemental Peg order; 9

and (f) fee codes BY, RR, and SW to 

reflect the routing strategies that are to 

be added or removed upon migration of 

the Exchange onto BATS technology.10

• Amend fee code MM to clarify that, 

in addition to MidPoint Match Orders, 

the fee code is available to orders with 

a Hide Not Slide instruction or a NonDisplayed instruction that add liquidity 

at the midpoint of the NBBO. The 

Exchange also proposes to add footnote 

11 to the Fee Schedule to clarify that an 

order with a Non-Displayed instruction 

will receive fee code MM where it 

executes against an order type that 

receives fee code MT. The order types 

eligible to receive fee code MT are 

discussed below. 

• Amend fee code MT to clarify that, 

in addition to MidPoint Match orders, 

the fee code is available to orders with 

a Hide Not Slide Instruction and orders 

with a Non-Displayed and Post Only 

instruction that remove liquidity at the 

midpoint of the NBBO. 

• Amend Flag HA to remove 

references to MidPoint Match orders, as 

they are included in Flags MM and MT, 

as described above. 

• Amend the definitions of Average 

Daily Volume (‘‘ADV’’) and Total 

Consolidated Volume (‘‘TCV’’) to be 

substantially similar to the definitions 

for these terms in the BATS fee 

schedules. The only differences in the 

definitions are that the Exchange 

includes routed volume in its 

calculation of ADV and will exclude 

from its calculation of ADV and TCV 

shares added, removed, or routed on 

each trading day from January 12, 2015 

up to and including January 16, 2015.11

• Amend the section entitled General 

Notes to mirror a similar section within 

the BATS fee schedules by: (i) Deleting 

the first three bullets regarding added 

flags, removal flags, and routed flags 

because, it is redundant as the 

description of each fee code indicates 

whether is it for added, removed or 

routed orders; (ii) adding a bullet stating 

that rebates and charges for adding, 

removing or routing liquidity are listed 

as per share rebates and charges; and 

(iii) making certain non-substantive 

changes to the current fifth bullet. 

• Amend footnote 1 entitled Add 

Volume Tiers to amend the description 

under the tier’s required criteria to align 

with similar description in the BATS fee 

schedules. The Exchange also proposes 

to amend the required criteria for Mega 

Tier 1 and the Investor Tier to clarify 

that a Member have an ‘‘added 

liquidity’’ as a percentage of ‘‘added 

plus removed liquidity’’ of at least 85% 

and not a ratio as this portion of the 

criteria is incorrectly categorized as a 

ratio. 

• Amend footnote 2 to clarify that the 

Tape B Step Up Tier to remove a 

redundant reference to ‘‘Flags B and 4’’ 

and amend the description under the 

tier’s required criteria. 

• Amend footnotes 3 and 7 to amend 

the description under each tier’s criteria 

to align with similar descriptions in the 

BATS fee schedules. 

• Amend footnote 4 entitled Retail 

Order Tier to remove the paragraph 

describing how a Member may qualify 

for a higher rebate or lower fee for 

orders utilizing fee code ZA as it is 

redundant and unnecessary given the 

current fifth bullet under the General 

Notes section of the Fee Schedule 

specifically states that to the extent a 

Member qualifies for higher rebates and/ 

or lower fees than those provided by a 

tier for which such Member qualifies, 

the higher rebates and/or lower fees 

shall apply. 

Implementation Date 

The Exchange proposes to implement 

these amendments to its Fee Schedule 

on January 16, 2015.12

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

the objectives of Section 6 of the Act,13

in general, and furthers the objectives of 

Section 6(b)(4),14 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 Exchange believes 

that the proposed rates are equitable and 

non-discriminatory in that they apply 

uniformly to all Members. 

The Exchange believes that the nonsubstantive clarifying changes to its Fee 

Schedule are reasonable because they 

are designed to provide greater 

transparency to Members with regard to 

how the Exchange assesses fees and 

provides rebates. The Exchange notes 

that none of the proposed nonsubstantive clarifying changes are 

designed to amend any fee or rebate, nor 

alter the manner in which it assesses 

fees or calculates rebates. In particular, 

the proposed amendments to fee codes 

MM and MT are reasonable and 

equitable because they conform to 

existing practice and do not modify the 

fees that the Exchange charges its 

Members for orders yielding these fee 

codes. The Exchange has historically in 

practice and will continue to apply fee 

codes MM and MT as described above 

when determining the applicable fee 

under its pricing structure. The 

Exchange believes that Members would 

benefit from clear guidance in its Fee 

Schedule that describes the manner in 

which the Exchange would assess fees 

and calculate rebates. The proposed rule 

change is also designed, in part, to align 

terminology and definitions with that 

included in the current BATS fee 

schedules in order to use consistent fee 

schedules across the BGM Affiliated 

Exchanges. These changes to the Fee 

Schedule are intended to provide 

greater harmonization between 

Exchange, BYX, and BZX fee schedules 

and make the Fee Schedule clearer and 

less confusing for investors, thereby 

eliminating potential investor 

confusion. As such, the proposed rule 

change would 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. 


rljohnson on DSK3VPTVN1PROD with NOTICES
5856 Federal Register / Vol. 80, No. 22 / Tuesday, February 3, 2015 / Notices 

15 15 U.S.C. 78s(b)(3)(A). 

16 17 CFR 240.19b–4(f). 17 17 CFR 200.30–3(a)(12). 

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). 

5The 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). 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change will result in 

any burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act, as amended. 

The Exchange reiterates that the 

proposed rule change is being proposed 

in the context of the technology 

integration of the BGM Affiliated 

Exchanges and that the changes are 

entirely non-substantive. The proposed 

changes are not designed to have any 

impact on competition. Rather, they are 

intended to provide greater 

harmonization between Exchange, BYX, 

and BZX fee schedules and make the 

Fee Schedule clearer and less confusing 

for investors. As stated above, the 

Exchange 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 structures to be unreasonable 

or excessive. 

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 15 and paragraph (f) of Rule 

19b–4 thereunder.16 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. 

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 rule-comments@

sec.gov. Please include File Number SR– 

EDGX–2015–04 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 EDGX–2015–04. 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 EDGX– 

2015–04, and should be submitted on or 

before February 24, 2015. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.17

Jill M. Peterson, 

Assistant Secretary. 

[FR Doc. 2015–02015 Filed 2–2–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–74166; File No. SR–EDGA– 

2015–04] 

Self-Regulatory Organizations; EDGA 

Exchange, Inc.; Notice of Filing and 

Immediate Effectiveness of a Proposed 

Rule Change To Make Non-Substantive 

Amendments and Clarifications to the 

Fee Schedule 

January 28, 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 January 

16, 2015, 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 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. 

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 of the Exchange pursuant to 

EDGA Rule 15.1(a) and (c) (‘‘Fee 

Schedule’’) to make several nonsubstantive amendments and 

clarifications as part of its migration 

onto the same technology platform as its 

affiliated exchanges, BATS Exchange, 

Inc. (‘‘BZX’’) and BATS Y-Exchange, 

Inc. (‘‘BYX’’, collectively with BZX, 

‘‘BATS’’). The proposed rule change 

does not amend any existing fees or 

rebates, nor do they alter the manner in 

which the Exchange assesses fees or 

calculates rebates. 

The text of the proposed rule change 

is available at the Exchange’s Web site 

at http://www.batstrading.com, at the 


rljohnson on DSK3VPTVN1PROD with NOTICES