Federal Register / Vol. 80, No. 33 / Thursday, February 19, 2015 / Notices 8913 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

Agency name Organization name Position title Authorization 

number Vacate date 

Office of Congressional and 

Intergovernmental Relations.

Congressional Relations Officer DU130048 11/15/2014 

Department of the Interior ......... Secretary’s Immediate Office ... White House Liaison ................ DI130054 11/1/2014 

Department of Justice ............... Office of Legislative Affairs ....... Legislative Assistant ................. DJ100152 11/7/2014 

Executive Office for United 

States Attorneys.

Counsel ..................................... DJ130035 11/15/2014 

Antitrust Division ....................... Senior Counsel ......................... DJ130066 11/22/2014 

Department of Labor ................. Office of the Assistant Secretary for Policy.Senior Policy Advisor ............... DL130023 11/1/2014 

Office of the Solicitor ................ Senior Counselor to the Solicitor.DL130015 11/1/2014 

Authority: 5 U.S.C. 3301 and 3302; E.O. 

10577, 3 CFR, 1954–1958 Comp., p. 218. 

U.S. Office of Personnel Management. 

Katherine Archuleta, 

Director. 

[FR Doc. 2015–03390 Filed 2–18–15; 8:45 am] 

BILLING CODE 6325–39–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 31456] 

Investment Company Act of 1940 

February 12, 2015. 

In the Matter of Wilshire Mutual Funds, 

Inc., Wilshire Variable Insurance Trust, 

Wilshire Associates Incorporated, SEI 

Investments Distribution Co., 1299 Ocean 

Avenue, Suite 700, Santa Monica, CA 90401, 

(812–14350) 

Order Under Section 12(D)(1)(J) of the 

Investment Company Act of 1940 

Granting an Exemption from Sections 

12(D)(1)(A) and (B) of the Act, under 

Sections 6(C) and 17(B) of the Act 

Granting an Exemption from Sections 

17(A)(1) and (2) of the Act, and under 

Section 6(C) of the Act for an Exemption 

from Rule 12d1–2(A) under the Act 

Wilshire Mutual Funds, Inc., Wilshire 

Variable Insurance Trust, Wilshire 

Associates Incorporated, and SEI 

Investments Distribution Co. filed an 

application on August 19, 2014, and an 

amendment to the application on 

November 10, 2014, requesting an order 

under section 12(d)(1)(J) of the 

Investment Company Act of 1940 (the 

‘‘Act’’) granting an exemption from 

sections 12(d)(1)(A) and (B) of the Act, 

under sections 6(c) and 17(b) of the Act 

granting an exemption from sections 

17(a)(1) and (2) of the Act, and under 

section 6(c) of the Act for an exemption 

from rule 12d1–2(a) under the Act. The 

order would (a) permit certain registered 

open-end management investment 

companies that operate as ‘‘funds of 

funds’’ to acquire shares of certain 

registered open-end management 

investment companies and unit 

investment trusts that are within and 

outside the same group of investment 

companies as the acquiring investment 

companies, and (b) permit funds of 

funds relying on rule 12d1–2 under the 

Act to invest in certain financial 

instruments. 

On December 16, 2014, a notice of the 

filing of the application was issued 

(Investment Company Act Release No. 

31381). The notice gave interested 

persons an opportunity to request a 

hearing and stated that an order granting 

the application would be issued unless 

a hearing was ordered. No request for a 

hearing has been filed, and the 

Commission has not ordered a hearing. 

The matter has been considered and 

it is found, on the basis of the 

information set forth in the application, 

as amended, that granting the requested 

exemption is appropriate in and 

consistent with the public interest and 

consistent with the protection of 

investors and the purposes fairly 

intended by the policy and provisions of 

the Act. 

It is also found that the terms of the 

proposed transactions are reasonable 

and fair and do not involve 

overreaching, and the proposed 

transactions are consistent with the 

policies of each registered investment 

company concerned and with the 

general purposes of the Act. 

Accordingly, 

It is ordered, that the relief requested 

under section 12(d)(1)(J) of the Act from 

sections 12(d)(1)(A) and (B) of the Act, 

under sections 6(c) and 17(b) of the Act 

from sections 17(a)(1) and (2) of the Act, 

and under section 6(c) of the Act for an 

exemption from rule 12d1–2(a) under 

the Act by Wilshire Mutual Funds, Inc., 

et al. (File No. 812–14350) is granted, 

effective immediately, subject to the 

conditions contained in the application, 

as amended. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Brent J. Fields, 

Secretary. 

[FR Doc. 2015–03404 Filed 2–18–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–74267; File No. SR–BOX– 

2015–009] 

Self-Regulatory Organizations; BOX 

Options Exchange, LLC; Notice of 

Filing and Immediate Effectiveness of 

a Proposed Rule Change Regarding 

the Acceptance of the Transfer, by 

Citadel Securities, LLC (‘‘Citadel 

Securities’’) to Its Affiliate, Citadel 

Securities Principal Investments, LLC, 

of Citadel Securities’ Ownership 

Interest in BOX Options Exchange, 

LLC and BOX Holdings Group, LLC, an 

Affiliate of the Exchange 

February 12, 2015. 

Pursuant to Section 19(b)(1) of the 

Securities Exchange Act of 1934 

(‘‘Act’’),1 and Rule 19b–4 thereunder,2

notice is hereby given that on January 

29, 2015, BOX Options Exchange, LLC 

(the ‘‘Exchange’’) filed with the 

Securities and Exchange Commission 

(‘‘Commission’’) the proposed rule 

change as described in Items I and II 

below, which Items have been prepared 

by the self-regulatory organization. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to accept the 

transfer, by Citadel Securities LLC 

(‘‘Citadel Securities’’) to its affiliate, 

Citadel Securities Principal Investments 

LLC, a Delaware limited liability 


emcdonald on DSK67QTVN1PROD with NOTICES
8914 Federal Register / Vol. 80, No. 33 / Thursday, February 19, 2015 / Notices 

3 ‘‘Voting Percentage Interest’’ as defined in 

Section 1.1 of the Exchange LLC Agreement means, 

with respect to each Member, ‘‘the ratio of the 

number of Voting Units held by the Member, 

directly or indirectly, of record or beneficially, to 

the total of all of the issued and outstanding Voting 

Units held by Members, expressed as a percentage.’’ 

4 ‘‘Total Votes’’ means a total of 100 votes 

available to be voted on any action to be taken by 

the Board. As provided in Section 4.3(a) of the 

Holdings LLC Agreement, each Director ‘‘shall be 

entitled to vote that percentage of the Total Votes 

equal to the quotient obtained by dividing (i) the 

quotient of (A) the number of Units held by the 

Member that designated such Director (if 

applicable, rounded down to the nearest whole 

Unit) divided by (B) the aggregate number of Units 

held by all Members that designated Directors by 

(ii) the number of Directors designated by such 

Member.’’ 

company (‘‘CSPI’’), of Citadel Securities’ 

ownership interest in the Exchange and 

BOX Holdings Group LLC, an affiliate of 

the Exchange (‘‘BOX Holdings’’). The 

text of the proposed rule change is 

available from the principal office of the 

Exchange, at the Commission’s Public 

Reference Room and also on the 

Exchange’s Internet Web site at http://

boxexchange.com. 

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 

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 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange is a limited liability 

company, organized under the laws of 

the State of Delaware on August 26, 

2010. The Exchange’s charter is a 

Limited Liability Company Agreement, 

dated as of May 10, 2012 (the ‘‘Exchange 

LLC Agreement’’). Citadel Securities is a 

Member of the Exchange. 

BOX Holdings is a limited liability 

company, organized under the laws of 

the State of Delaware on August 26, 

2010. BOX Holdings is the sole owner 

of BOX Market LLC, a facility of the 

Exchange. The BOX Holdings charter is 

a Limited Liability Company 

Agreement, dated as of May 10, 2012 

(the ‘‘Holdings LLC Agreement’’). 

Citadel Securities is a Member of the 

Exchange. 

Citadel Securities is a limited liability 

company organized under the laws of 

the State of Delaware. Citadel Securities 

is a wholly-owned subsidiary of CLP 

Holdings Three LLC, a limited liability 

company organized under the laws of 

the State of Delaware (‘‘Citadel Parent’’ 

and, collectively with Citadel Securities 

and CSPI, ‘‘Citadel’’). CSPI, like Citadel 

Securities, is also a wholly-owned 

subsidiary of Citadel Parent. 

Citadel Securities currently holds 

6,445 Economic Units and 12,855 

Voting Units of the Exchange, 

representing 6.455% of the outstanding 

Economic Units and 12.855% of the 

outstanding Voting Units of the 

Exchange, respectively (the ‘‘Exchange 

Units’’). Citadel Securities also currently 

holds 500 Class A Units of BOX 

Holdings, representing 4.203% of the 

outstanding Units of BOX Holdings (the 

‘‘Holdings Units’’ and, together with the 

Exchange Units, the ‘‘Citadel Units’’). 

Citadel has informed the Exchange 

that, for its own internal business 

purposes, it desires to restructure its 

holdings of assets including all of the 

Citadel Units. Accordingly, it is 

proposed that Citadel Securities transfer 

all of the Citadel Units to CSPI (the 

‘‘Transfer’’). After the Transfer, Citadel 

Parent will remain the sole owner of 

CSPI, the Citadel entity holding the 

Citadel Units, and CSPI will then hold 

all of the Citadel Units. 

As provided in Section 7.1(c) of the 

Exchange LLC Agreement, ‘‘a Person 

shall be admitted to the Exchange as an 

additional or substitute Member of the 

Exchange, if such Person is not already 

a Member, only upon (i) such Person’s 

execution of a counterpart of this 

Agreement to evidence its written 

acceptance of the terms and provisions 

of this Agreement, and acceptance by 

the affirmative vote of Members holding 

a majority of the Voting Percentage 

Interest, which vote may be given or 

withheld in the sole discretion of each 

such voting Member, (ii) if such Person 

is a transferee, its agreement in writing 

to its assumption of the obligations 

hereunder of its assignor, and 

acceptance thereof by the affirmative 

vote of Members holding a majority of 

the Voting Percentage Interest, which 

vote may be given or withheld in the 

sole discretion of each such voting 

Member and (iii) if such Person is a 

transferee, a determination by the Board 

that the Transfer was permitted by this 

Agreement.’’ In addition, as provided in 

Section 18.1 of the Exchange LLC 

Agreement, the Exchange LLC 

Agreement ‘‘may only be changed, 

amended or supplemented by an 

agreement in writing that is approved by 

the affirmative vote of Members holding 

at least a majority of the Voting 

Percentage Interest 3 without the 

consent of any Member or other 

Person.’’ 

Upon the effectiveness of the 

Transfer, CSPI proposes to become a 

Member of the Exchange. Accordingly, 

in connection with the Transfer, CSPI 

will execute an Instrument of Accession 

to the Exchange LLC Agreement 

substantially in the form set forth in 

Exhibit 5 hereto (the ‘‘Exchange 

Instrument of Accession’’). By executing 

and delivering the Exchange Instrument 

of Accession and obtaining the 

acceptance and approval of Members 

and the determination of the Board 

described above, CSPI will fulfill the 

requirements described in Sections 

7.1(c) and 18.1 of the Exchange LLC 

Agreement in connection with the 

Transfer. The Exchange proposes to 

replace references to Citadel Securities 

in the Exchange LLC Agreement with 

references to CSPI in connection with 

the Transfer. 

As provided in Section 7.1(b) of the 

Holdings LLC Agreement, ‘‘a Person 

shall be admitted to BOX Holdings as an 

additional or substitute Member of BOX 

Holdings, if such Person is not already 

a Member, only upon (i) such Person’s 

execution of a counterpart of this 

Agreement to evidence its written 

acceptance of the terms and provisions 

of this Agreement, and acceptance 

thereof by resolution of the Board, 

which acceptance may be given or 

withheld in the sole discretion of the 

Board, (ii) if such Person is a transferee, 

its agreement in writing to its 

assumption of the obligations hereunder 

of its assignor, and acceptance thereof 

by resolution of the Board, which 

acceptance may be given or withheld in 

the sole discretion of the Board, (iii) if 

such Person is a transferee, a 

determination by the Board that the 

Transfer was permitted by this 

Agreement, and (iv) approval of the 

Board.’’ In addition, as provided in 

Section 18.1 of the Exchange LLC 

Agreement, the Exchange LLC 

Agreement ‘‘may only be changed, 

amended or supplemented by an 

agreement in writing that is approved by 

Directors holding a majority of the Total 

Votes 4 without the consent of any 

Member or other Person.’’ 

Upon the effectiveness of the 

Transfer, CSPI proposes to become a 

Member of BOX Holdings. Accordingly, 

in connection with the Transfer, CSPI 

will execute an Instrument of Accession 

to the Holdings LLC Agreement 

substantially in the form set forth in 


emcdonald on DSK67QTVN1PROD with NOTICES
Federal Register / Vol. 80, No. 33 / Thursday, February 19, 2015 / Notices 8915 

5 15 U.S.C. 78f(b). 

6 15 U.S.C. 78f(b)(5). 

7 15 U.S.C. 78f(b)(5). 

8 15 U.S.C. 78s(b)(3)(A)(iii). 

9 17 CFR 240.19b–4(f)(6). 

10 In addition, Rule 19b–4(f)(6)(iii) requires the 

Exchange to give the Commission written notice of 

the Exchange’s intent to file the proposed rule 

change, along with a brief description and text of 

the proposed rule change, at least five business days 

prior to the date of filing of the proposed rule 

change, or such shorter time as designated by the 

Commission. The Commission has waived the 5- 

day prefiling requirement in this case. 

11See Securities Exchange Act Release Nos. 

58445 (August 29, 2008), 73 FR 52434 (September 

9, 2008) (SR–BSE–2008–43); 58445A (September 

10, 2008), 73 FR 53469 (September 16, 2008) (SR– 

BSE–2008–43; Correction); 57260 (February 1, 

2008), 73 FR 7617 (February 8, 2008) (SR–BSE– 

2008–06); 57713 (April 25, 2008), 73 FR 24327 (May 

2, 2008) (SR–BSE–2008–28); and 62400 (June 29, 

2010), 75 FR 39299 (July 8, 2010) (SR–BX–2010– 

042). 

12For purposes only of waiving the 30-day 

operative delay, the Commission has also 

considered the proposed rule’s impact on 

efficiency, competition, and capital formation. See 

15 U.S.C. 78c(f). 

Exhibit 5 hereto (the ‘‘Holdings 

Instrument of Accession’’). By executing 

and delivering the Holdings Instrument 

of Accession and obtaining the 

acceptance, determination and approval 

of the Board described above, CSPI will 

fulfill the requirements described in 

Sections 7.1(b) and 18.1 of the Holdings 

LLC Agreement in connection with the 

Transfer. BOX Holdings proposes to 

replace references to Citadel Securities 

in the Holdings LLC Agreement with 

references to CSPI in connection with 

the Transfer. 

For the reasons stated above, the 

Exchange is submitting to the 

Commission the proposed Instruments 

of Accession to the Exchange LLC 

Agreement and the Holdings LLC 

Agreement as a rule change. 

2. Statutory Basis 

The Exchange believes that the 

proposal is consistent with the 

requirements of Section 6(b) of the Act,5

in general, and furthers the objectives of 

Section 6(b)(1),6 in particular, in that it 

enables the Exchange to be so organized 

so as to have the capacity to be able to 

carry out the purposes of the Act and to 

comply, and to enforce compliance by 

its exchange members and persons 

associated with its exchange members, 

with the provisions of the Act, the rules 

and regulations thereunder, and the 

rules of the Exchange. The Exchange 

also believes that this filing furthers the 

objectives of Section 6(b)(5) of the Act 7

in that it is designed to facilitate 

transactions in securities, to prevent 

fraudulent and manipulative acts and 

practices, to promote just and equitable 

principles of trade, to foster cooperation 

and coordination with persons engaged 

in regulating, clearing, settling, 

processing information with respect to, 

and facilitating transactions in 

securities, to remove impediments to 

and perfect the mechanism of a free and 

open market and a national market 

system, and in general, to protect 

investors and the public interest. 

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. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

The Exchange has neither solicited 

nor received comments on the proposed 

rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The Exchange has filed the proposed 

rule change pursuant to Section 

19(b)(3)(A)(iii) of the Act 8 and Rule 

19b–4(f)(6) thereunder.9 Because the 

proposed rule change does not: (i) 

Significantly affect the protection of 

investors or the public interest; (ii) 

impose any significant burden on 

competition; and (iii) become operative 

for 30 days from the date on which it 

was filed, or such shorter time as the 

Commission may designate, the 

proposed rule change has become 

effective pursuant to Section 19(b)(3)(A) 

of the Act and Rule 19b–4(f)(6) 

thereunder.10

A proposed rule change filed under 

Rule 19b–4(f)(6) normally does not 

become operative for 30 days after the 

date of filing. However, Rule 19b– 

4(f)(6)(iii) permits the Commission to 

designate a shorter time if such action 

is consistent with the protection of 

investors and the public interest. The 

Exchange has asked the Commission to 

waive the 30-day operative delay 

because the Transfer is intended to be 

completed in less than 30 days. The 

Exchange notes that the Commission 

has previously waived the operative 

delay for similar filings.11 Based on the 

foregoing, the Commission believes that 

waiving the 30-day operative delay is 

consistent with the protection of 

investors and the public interest.12 The 

Commission hereby grants the 

Exchange’s request and designates the 

proposal operative upon filing. 

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. If the 

Commission takes such action, the 

Commission shall institute proceedings 

to determine whether the proposed rule 

should be approved or disapproved. 

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– 

SR–BOX–2015–009 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–BOX–2015–009. 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 


emcdonald on DSK67QTVN1PROD with NOTICES
8916 Federal Register / Vol. 80, No. 33 / Thursday, February 19, 2015 / Notices 

13 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 that has been admitted 

to membership in the Exchange.’’ See Exchange 

Rule 1.5(n). 6 15 U.S.C. 78f. 7 15 U.S.C. 78f(b)(4) and (5). 

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–BOX– 

2015–009 and should be submitted on 

or before March 12, 2015. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.13

Brent J. Fields, 

Secretary. 

[FR Doc. 2015–03402 Filed 2–18–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–74263; File No. SR–BYX– 

2015–08] 

Self-Regulatory Organizations; BATS 

Y-Exchange, Inc.; Notice of Filing and 

Immediate Effectiveness of a Proposed 

Rule Change Related to Fees for Use 

of BATS Y-Exchange, Inc. 

February 12, 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 February 

2, 2015, BATS Y-Exchange, Inc. (the 

‘‘Exchange’’ or ‘‘BYX’’) 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 the Substance 

of the Proposed Rule Change 

The Exchange filed a proposal to 

amend the fee schedule applicable to 

Members 5 and non-members of the 

Exchange pursuant to BYX Rules 15.1(a) 

and (c). Changes to the fee schedule 

pursuant to this proposal are effective 

upon filing. 

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 amend its 

fee schedule to remove the reference to 

ROLF from fee code BO. Fee code BO 

currently provides that the Exchange 

will charge $0.0030 per share for any 

order routed using ROLF or Destination 

Specific routing strategy unless 

otherwise specified. Under the ROLF 

routing strategy, an order will check the 

Exchange for available shares and then 

will be sent to LavaFlow ECN 

(‘‘LavaFlow’’). This change is being 

proposed in response to LavaFlow’s 

announcement that it will cease market 

operations and its last day of trading 

will be Friday, January 30, 2015. As 

such, beginning on February 2, 2015, 

the Exchange will no longer route orders 

to LavaFlow. As proposed, the Exchange 

would continue to charge $0.0030 per 

share for orders routed using a 

Destination Specific routing strategy. 

The Exchange proposes to implement 

the amendments to its fee schedule 

effective February 2, 2015. 

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

the requirements of the Act and the 

rules and regulations thereunder that 

are applicable to a national securities 

exchange, and, in particular, with the 

requirements of Section 6 of the Act.6

Specifically, the Exchange believes that 

the proposed rule change is consistent 

with Sections 6(b)(4) of the Act and 

6(b)(5) of the Act,7 in that it provides for 

the equitable allocation of reasonable 

dues, fees and other charges among 

members and other persons using any 

facility or system which the Exchange 

operates or controls. 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 levels at a particular venue to be 

excessive. 

The Exchange believes that its 

proposal to eliminate ROLF from fee 

code BO 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 

LavaFlow’s announcement that it will 

cease market operations and its last day 

of trading will be Friday, January 30, 

2015. The Exchange notes that the 

proposed change is not designed to 

amend any fee or rebate, nor alter the 

manner in which the Exchange assesses 

fees and rebates. As of February 2, 2015, 

the Exchange will no longer route orders 

to LavaFlow and, therefore, proposes to 

remove ROLF from the fee schedule, 

which will make the fee schedule 

clearer and less confusing for investors 

as well as help to 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. 

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 also believes that its 

proposal to remove ROLF from fee code 

BO would not affect intermarket nor 

intramarket competition because the 

change is not designed to amend any fee 

or rebate or to alter the manner in which 

the Exchange assesses fees or calculates 

rebates. It is simply proposed in 

response to LavaFlow’s announcement 

that it will cease market operations 

following the close of business on 

Friday, January 30, 2015. 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 


emcdonald on DSK67QTVN1PROD with NOTICES