9792 Federal Register / Vol. 80, No. 36 / Tuesday, February 24, 2015 / Notices 

46See Notice, supra note 3, 80 FR at 591. 

47See id. at 590. 

48 17 CFR 240.10A–3. 

49 15 U.S.C. 78f(b)(5). 

50 15 U.S.C. 78s(b)(2). 

51 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). 

the ISG, from other exchanges who are 

members or affiliates of the ISG, or with 

which the Exchange has entered into a 

comprehensive surveillance sharing 

agreement. In addition, the Exchange is 

able to access, as needed, trade 

information for certain fixed income 

instruments reported to Financial 

Industry Reporting Authority’s 

(‘‘FINRA’’) Trade Reporting and 

Compliance Engine (‘‘TRACE’’).46

The Exchange represents that the 

Exchange deems the Shares to be equity 

securities, thus rendering trading in the 

Shares subject to the Exchange’s 

existing rules governing the trading of 

equity securities.47 In support of this 

proposal, the Exchange has made 

representations, including: 

(1) The Shares will be subject to 

BATS Rule 14.11(i), which sets forth the 

initial and continued listing criteria 

applicable to Managed Fund Shares. 

(2) The Exchange has appropriate 

rules to facilitate transactions in the 

Shares during all trading sessions. 

(3) Trading of the Shares through the 

Exchange will be subject to the 

Exchange’s surveillance procedures for 

derivative products, including Managed 

Fund Shares, which are adequate to 

properly monitor the trading of the 

Shares on the Exchange during all 

trading sessions and to deter and detect 

violations of Exchange rules and the 

applicable federal securities laws. 

(4) Prior to the commencement of 

trading, the Exchange will inform its 

members in an Information Circular of 

the special characteristics and risks 

associated with trading the Shares. 

Specifically, the Information Circular 

will discuss the following: (a) The 

procedures for purchases and 

redemptions of Shares in creation units 

(and that Shares are not individually 

redeemable); (b) BATS Rule 3.7, which 

imposes suitability obligations on 

Exchange members with respect to 

recommending transactions in the 

Shares to customers; (c) how 

information regarding the Intraday 

Indicative Value and the Disclosed 

Portfolio is disseminated; (d) the risks 

involved in trading the Shares during 

the Pre-Opening and After Hours 

Trading Sessions when an updated 

Intraday Indicative Value will not be 

calculated or publicly disseminated; (e) 

the requirement that members deliver a 

prospectus to investors purchasing 

newly issued Shares prior to or 

concurrently with the confirmation of a 

transaction; and (f) trading information. 

(5) For initial and continued listing, 

the Fund must be in compliance with 

Rule 10A–3 under the Exchange Act.48

(6) A minimum of 100,000 Shares will 

be outstanding at the commencement of 

trading on the Exchange. 

(7) The Fund will invest at least 80% 

of its assets, under normal market 

conditions, in U.S. dollar-denominated 

investment-grade and high-yield FixedIncome Securities, futures, and swaps. 

(8) Derivatives investments held by 

the Fund will be exchange traded and/ 

or centrally cleared, and they will be 

collateralized. 

(9) The Fund will generally invest in 

corporate bond issuances that have at 

least $250 million par amount 

outstanding. 

(10) The Fund may hold up to an 

aggregate amount of 15% of its net 

assets in illiquid assets (calculated at 

the time of investment); will monitor its 

portfolio liquidity on an ongoing basis 

to determine whether, in light of current 

circumstances, an adequate level of 

liquidity is being maintained; and will 

consider taking appropriate steps in 

order to maintain adequate liquidity if, 

through a change in values, net assets, 

or other circumstances, more than 15% 

of the Fund’s net assets are held in 

illiquid assets. 

(11) All of the exchange listed 

investment company securities and 

futures that the Fund will invest in will 

trade on markets that are members of 

ISG or with which the Exchange has in 

place a comprehensive surveillance 

sharing agreement. 

(12) The Fund will not invest in nonU.S. equity securities. 

(13) The Fund’s investments will be 

consistent with the Fund’s investment 

objective and will not be used to 

achieve leveraged or inverse leveraged 

returns (i.e. two times or three times the 

Fund’s benchmark). 

This approval order is based on all of 

the Exchange’s representations and 

description of the Fund, including those 

set forth above and in the Notice, and 

the Exchange’s description of the Fund. 

For the foregoing reasons, the 

Commission finds that the proposed 

rule change, as modified by Amendment 

No. 1 thereto, is consistent with Section 

6(b)(5) of the Act 49 and the rules and 

regulations thereunder applicable to a 

national securities exchange. 

IV. Conclusion 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Act,50 that the 

proposed rule change (SR–BATS–2014– 

056), as modified by Amendment No. 1 

thereto, be, and it hereby is, approved. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.51

Brent J. Fields, 

Secretary. 

[FR Doc. 2015–03666 Filed 2–23–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–74284; File No. SR–BYX– 

2015–09] 

Regulatory Organizations; BATS YExchange, Inc.; Notice of Filing and 

Immediate Effectiveness of a Proposed 

Rule Change To Establish Fees for the 

BATS One Feed, and Amend Fees for 

BYX Top and BYX Last Sale 

February 18, 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 

3, 2015, BATS Y-Exchange, Inc. (‘‘BYX’’ 

or 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 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 Act3 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 fee schedule to establish fees 

for the BATS One Feed, amend fees for 

BYX Top and BYX Last Sale, add 

definitions for terms that apply to 

market data fees, and make certain 

technical, non-substantive changes. 

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. 


tkelley on DSK3SPTVN1PROD with NOTICES
Federal Register / Vol. 80, No. 36 / Tuesday, February 24, 2015 / Notices 9793 

5The proposed definition of ‘‘Distributor’’ is 

similar to Nasdaq Rule 7047(d)(1). 

6The proposed definition of ‘‘Internal 

Distributor’’ is similar to Nasdaq Rule 

7047(d)(1)(A). 

7The proposed definition of ‘‘External 

Distributor’’ is similar to Nasdaq Rule 7047(d)(1)(B). 

8The proposed definition of ‘‘Professional User’’ 

is similar to Nasdaq Rule 7047(d)(3)(A). 

9The proposed definition of ‘‘Non-Professional 

User’’ is similar to Nasdaq Rule 7047(d)(3)(B). 

10End Users will continue to not pay the 

Exchange for BYX Last Sale or BYX Top, nor will 

end Users be required to enter into contracts with 

the Exchange. 

11See Securities Exchange Act Release No. 73918 

(December 23, 2014), 79 FR 78920 (December 31, 

2014) (File Nos. SR–EDGX–2014–25; SR–EDGA– 

2014–25; SR–BATS–2014–055; SR–BYX–2014–030) 

(Notice of Amendments No. 2 and Order Granting 

Accelerated Approval to Proposed Rule Changes, as 

Modified by Amendments Nos. 1 and 2, to Establish 

a New Market Data Product called the BATS One 

Feed) (‘‘BATS One Approval Order’’). 

12The Exchange’s affiliated exchanges are EDGA 

Exchange, Inc. (‘‘EDGA’’), EDGX Exchange, Inc. 

(‘‘EDGX’’), and BATS Exchange, Inc. (‘‘BZX’’, 

together with EDGX, BZX, and BYX, the ‘‘BATS 

Exchanges’’). On January 23, 2014, BATS Global 

Markets, Inc. (‘‘BGMI’’), the former parent company 

of the Exchange and BYX, completed its business 

combination with Direct Edge Holdings LLC, the 

parent company of EDGA and EDGX. See Securities 

Continued 

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 those 

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 establish fees for the 

BATS One Feed, amend fees for BYX 

Top and BYX Last Sale, add definitions 

for terms that apply to market data fees, 

and make certain technical, nonsubstantive changes. 

Technical, Non-Substantive Changes 

The Exchange proposes the following 

technical, non-substantive amendments 

to its fee schedule regarding its existing 

market data fees. The Exchange 

proposes to rename the section entitled 

‘‘BYX Exchange PITCH Feed’’ as the 

‘‘BYX Depth’’, ‘‘BYX Exchange Top 

Feed’’ as ‘‘BYX Top’’, ‘‘BYX Exchange 

Last Sale Feed’’ as ‘‘BYX Last Sale’’, 

‘‘BYX Exchange Historical TOP’’ as 

‘‘BYX Historical Top’’, and ‘‘Historical 

PITCH’’ as ‘‘Historical Depth.’’ The 

Exchange does not propose to amend 

the content of these market data 

products; nor does the Exchange 

propose to amend the fees for these 

products, other than for BYX Top and 

BYX Last Sale as described below. 

Definitions Applicable to Market Data 

Fees 

The Exchange proposes to include in 

its fee schedule the following defined 

terms that relate to the Exchange’s 

market data fees. The proposed 

definitions are designed to provide 

greater transparency with regard to how 

the Exchange assesses fees for market 

data. The Exchange notes that none of 

the proposed definitions are designed to 

amend any fee, nor alter the manner in 

which it assesses fees. 

First, the Exchange proposes to define 

a ‘‘Distributor’’ as ‘‘any entity that 

receives an Exchange Market Data 

product directly from the Exchange or 

indirectly through another entity and 

then distributes it internally or 

externally to a third party.’’ 5 In turn, an 

Internal Distributor and External 

Distributor will be separately defined. 

An Internal Distributor will be defined 

as a ‘‘Distributor that receives the 

Exchange Market Data product and then 

distributes that data to one or more 

Users within the Distributor’s own 

entity.’’ 6 An External Distributor will be 

defined as a ‘‘Distributor that receives 

the Exchange Market Data product and 

then distributes that data to a third party 

or one or more Users outside the 

Distributor’s own entity.’’ 7

Secondly, the Exchange proposes to 

add a definition of ‘‘User’’ to its fee 

schedule. A User will be defined as a 

‘‘natural person, a proprietorship, 

corporation, partnership, or entity, or 

device (computer or other automated 

service), that is entitled to receive 

Exchange data.’’ For purposes of its 

market data fees, the Exchange will 

distinguish between ‘‘Non-Professional 

Users’’ and ‘‘Professional Users.’’ 

Specifically, a Non-Professional User 

will be defined as ‘‘a natural person 

who is not: (i) Registered or qualified in 

any capacity with the Commission, the 

Commodity Futures Trading 

Commission, any state securities 

agency, any securities exchange or 

association; any commodities or futures 

contract market or association; (ii) 

engaged as an ‘‘investment adviser’’ as 

that term is defined in Section 201(11) 

of the Investment Advisers Act of 1940 

(whether or not registered or qualified 

under that Act); or (iii) employed by a 

bank or other organization exempt from 

registration under federal or state 

securities laws to perform functions that 

will require registration or qualification 

if such functions were performed for an 

organization not so exempt.’’ 8 A 

Professional User will be defined as 

‘‘any User other than a Non-Professional 

User.’’ 9

BYX Top and BYX Last Sale 

The cost of BYX Last Sale for an 

Internal Distributor is $500 per month. 

Likewise, the cost of BYX Top for an 

Internal Distributor is $500 per month. 

The Exchange does not charge per User 

fees for either BYX Last Sale or BYX 

Top. Therefore, the Exchange does not 

require an External Distributor of BYX 

Last Sale or BYX Top to count, classify 

(e.g., professional or non-professional) 

or report to the Exchange information 

regarding the customers to which they 

provide the data. Instead, the Exchange 

currently charges an External 

Distributor of BYX Last Sale a flat fee of 

$2,500 per month. The Exchange also 

currently separately charges an External 

Distributor of BYX Top a flat fee of 

$2,500 per month. End Users do not pay 

the Exchange for BYX Last Sale or BYX 

Top, nor are end Users required to enter 

into contracts with the Exchange. 

The Exchange proposes to decrease 

the External Distributor Fee for BYX 

Top and BYX Last Sale from $2,500 to 

$1,250 per month.10 The Exchange also 

proposes to now allow subscribers to 

either BYX Top or BYX Last Sale to also 

receive, upon request and at no 

additional cost, BYX Last Sale or BYX 

Top, as applicable. The Exchange also 

proposes to establish a New External 

Distributor Credit under which new 

External Distributors of BYX Top or 

BYX Last Sale will not be charged a 

Distributor Fee for their first three (3) 

months. The Exchange believes that the 

proposed pricing model is simple and 

easy for data recipients to comply with, 

and thus, will continue to result in a 

minimal additional administrative 

burden for data recipients who elect to 

receive both BYX Last Sale and BYX 

Top at no additional cost and at the 

decreased External Distribution fees. 

BATS One Feed 

The Commission recently approved a 

proposed rule change by the Exchange 

to establish a new market data product 

called the BATS One Feed.11 The BATS 

One Feed is a data feed that 

disseminates, on a real-time basis, the 

aggregate best bid and offer (‘‘BBO’’) of 

all displayed orders for securities traded 

on BYX and its affiliated exchanges 12


tkelley on DSK3SPTVN1PROD with NOTICES
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Exchange Act Release No. 71375 (January 23, 2014), 

79 FR 4771 (January 29, 2014) (SR–BATS–2013– 

059; SR–BYX–2013–039). Upon completion of the 

business combination, DE Holdings and BGMI each 

became intermediate holding companies, held 

under a single new holding company. The new 

holding company, formerly named ‘‘BATS Global 

Markets Holdings, Inc.,’’ changed its name to 

‘‘BATS Global Markets, Inc.’’ and BGMI changed its 

name to ‘‘BATS Global Markets Holdings, Inc.’’ 

13The Exchange understands that each of the 

BATS Exchanges will separately file substantially 

similar proposed rule changes with the Commission 

to implement fees for the BATS One Feed. 

14See Securities Exchange Act Release Nos. 

66864 (April 26, 2012), 77 FR 26064 (May 2, 2012) 

(SR–EDGX–2012–14); 66863 (April 26, 2012), 77 FR 

26059 (May 2, 2012) (SR–EDGA–2012–15); 69936 

(July 3, 2013), 78 FR 41483 (July 10, 2013) (SR– 

BATS–2013–39); 69935 (July 3, 2013), 78 FR 47447 

(July 10, 2013) (SR–BYX–2013–023). See EDGA 

Rule 13.8, EDGX Rule 13.8, BZX Rule 11.22(a) and 

(c), and BYX Rule 11.22 (a) and (c) for a description 

of the depth of book feeds offered by each of the 

BATS Exchanges. 

15See Securities Exchange Act Release Nos. 

73990 (January 5, 2015) (SR–EDGA–2014–35) 

(Notice of Filing and Immediate Effectiveness of 

Proposed Rule Change to Adopt Top and Last Sale 

Data Feeds); 73989 (January 5, 2015) (SR–EDGX– 

2014–36) (Notice of Filing and Immediate 

Effectiveness of Proposed Rule Change to Adopt 

Top and Last Sale Data Feeds). See also BZX and 

BYX Rules 11.22(d) and (g). 

16See BATS One Approval Order, supra note 11. 

The Exchange notes that a vendor can obtain the 

underlying depth-of-book feeds as well as EDGX 

Top, EDGX Last Sale, EDGA Top, EDGA Last Sale, 

BZX Top, BZX Last Sale, BYX Top and BYX Last 

Sale on the same latency basis as the Exchange 

would receive the underlying depth-of-book feeds 

necessary to create the BATS One Feed, including 

the BATS One Summary Feed. Id. 

17The Exchange notes that Distributor Fees as 

well as the distinctions based on external versus 

internal distribution have been previously filed 

with the Commission by Nasdaq, Nasdaq OMX BX, 

and Nasdaq OMX PSX. See Nasdaq Rule 7019(b); 

see also Securities Exchange Act Release No. 62876 

(September 9, 2010), 75 FR 56624 (September 16, 

2010) (SR–PHLX–2010–120); Securities Exchange 

Act Release Nos. 62907 (September 14, 2010), 75 FR 

57314 (September 20, 2010) (SR–NASDAQ–2010– 

110); 59582 (March 16, 2009), 74 FR 12423 (March 

24, 2009) (Order approving SR–NASDAQ–2008– 

102); Securities Exchange Act Release No. 63442 

(December 6, 2010), 75 FR 77029 (December 10, 

2010) (SR–BX–2010–081). 

18The Exchange notes that User fees as well as 

the distinctions based on professional and nonprofessional users have been previously filed with 

or approved by the Commission by Nasdaq and the 

New York Stock Exchange, Inc. (‘‘NYSE’’). See 

Securities Exchange Act Release Nos. 59582 (March 

16, 2009), 74 FR 12423 (March 24, 2009) (Order 

approving SR–NASDAQ–2008–102). 

19The Exchange notes that Enterprise fees have 

been previously filed with or approved by the 

Commission by Nasdaq, NYSE and the CTA/CQ 

Plans. See Nasdaq Rule 7047. Securities Exchange 

Act Release Nos. 71507 (February 7, 2014), 79 FR 

8763 (February 13, 2014) (SR–NASDAQ–20140011); 

70211 (August 15, 2013), 78 FR 51781 (August 21, 

2013) (SR–NYSE–2013–58); 70010 (July 19, 2013) 

(File No. SR–CTA/CQ–2013–04). 

20See EDGA Rule 13.8, EDGX Rule 13.8, BZX 

Rule 11.22(a) and (c), and BYX Rule 11.22 (a) and 

(c) for a description of the depth of book feeds 

offered by each of the BATS Exchanges. 

21Like the Exchange, an External Distributor 

would also be able to create a competing product 

to the BATS One Summary Feed from the data 

received via EDGX Depth, EDGA Depth, BYX 

Depth, and BZX Depth, without having to 

separately purchase the top and last sale feeds from 

each of the BATS Exchanges. 

22The monthly External Distributor fee is $2,500 

per month for EDGX Depth, $2,500 per month for 

EDGA Depth, $2,500 for BYX Depth, and $5,000 for 

BZX Depth. 

23See supra note 15. See also BATS Rule 11.22(d) 

and (g). 

and for which the BATS Exchanges 

report quotes under the Consolidated 

Tape Association (‘‘CTA’’) Plan or the 

Nasdaq/UTP Plan.13 The BATS One 

Feed also contains the individual last 

sale information for the BATS 

Exchanges (collectively with the 

aggregate BBO, the ‘‘BATS One 

Summary Feed’’). In addition, the BATS 

One Feed contains optional 

functionality which will enable 

recipients to elect to receive aggregated 

two-sided quotations from the BATS 

Exchanges for up to five (5) price levels 

for all securities that are traded on the 

BATS Exchanges in addition to the 

BATS One Summary Feed (‘‘BATS One 

Premium Feed’’). For each price level on 

one of the BATS Exchanges, the BATS 

One Premium Feed will include a twosided quote and the number of shares 

available to buy and sell at that 

particular price level. 

The Exchange uses the following data 

feeds to create the BATS One Summary 

Feed and the BATS One Premium Feed, 

each of which is available to other 

vendors: EDGX Depth, EDGA Depth, 

BYX Depth, and BZX Depth, and each 

of which have been previously 

published by the Commission.14 A 

vendor that wishes to create a product 

like the BATS One Summary Feed 

could instead subscribe to EDGX Top, 

EDGX Last Sale, EDGA Top, EDGA Last 

Sale, BZX Top, BZX Last Sale, BYX 

Top, and BYX Last Sale.15 The BATS 

Exchanges are the exclusive distributors 

of these individual data feeds from 

which certain data elements are taken to 

create the BATS One Feed as well as the 

feeds that a vendor may use to create a 

product like the BATS One Summary 

Feed. By contrast, the Exchange would 

not be the exclusive distributor of the 

aggregated and consolidated 

information that comprises the BATS 

One Feed. Any entity that receives, or 

elects to received [sic], the individual 

data feeds or the feeds that may be used 

to create a product like the BATS One 

Feed would be able to, if it so chooses, 

to create a data feed with the same 

information included in the BATS One 

Feed and sell and distribute it to its 

clients so that it could be received by 

those clients as quickly as the BATS 

One Feed would be received by those 

same clients.16

The Exchange proposes to amend its 

fee schedule to incorporate fees related 

to the BATS One Feed. The Exchange 

proposes to charge different fees to 

vendors depending on whether the 

vendor elects to receive: (i) the BATS 

One Summary Feed; or (ii) the optional 

BATS One Premium Feed. These fees 

include the following, each of which are 

described in detail below: (i) Distributor 

Fees; 17 (ii) Usage Fees for both 

Professional and Non-Professional 

Users; 18 (iii) Enterprise Fees; 19 and (iv) 

a Data Consolidation Fee. The amount 

of each fee may differ depending on 

whether they use the BATS One Feed 

data for internal or external distribution. 

Vendors that distribute the BATS One 

Feed data both internally and externally 

will be subject to the higher of the two 

Distributor Fees. 

Internal Distributor Fees. As 

proposed, each Internal Distributor that 

receives only the BATS One Summary 

Feed shall pay a fee of $10,000 per 

month. The Exchange also proposes that 

each Internal Distributor shall pay a fee 

of $15,000 per month where they elect 

to receive the BATS One Premium Feed. 

The Exchange does not propose to 

charge any User fees for the BATS One 

Feed where the data is received and 

subsequently internally distributed to 

Professional or Non-Professional Users. 

External Distributor Fees. The 

Exchange proposes to charge those firms 

that distribute the BATS One Feed 

externally a fee of $5,000 per month for 

the BATS One Summary Feed. As 

proposed, each External Distributor 

shall pay a fee of $12,500 per month 

where they elect to receive the BATS 

One Premium Feed. 

The BATS One Feed is comprised of 

data included in EDGX Depth, EDGA 

Depth, BYX Depth, and BZX Depth.20

Currently, an External Distributor could 

create a competing product to the BATS 

One Premium Feed 21 by purchasing the 

[sic] each of these depth of book 

products from the individual BATS 

Exchanges and then performing its own 

aggregation and consolidation functions. 

The combined External Distributor fees 

for these individual data feeds of the 

BATS Exchanges is $12,500 per 

month,22 equal to the $12,500 per 

month External Distributor Fee 

proposed for the BATS One Premium 

Feed. An External Distributor that seeks 

to create a competing product to the 

BATS One Summary Feed could instead 

subscribe to the following data feeds: 

EDGX Top, EDGX Last Sale, EDGA Top, 

EDGA Last Sale, BZX Top, BZX Last 

Sale, BYX Top, and BYX Last Sale,23

and then perform their own aggregation 

and consolidation function. The 

combined External Distributor fees for 


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24The monthly External Distributor fee is $1,250 

per month for EDGX Top and EDGX Last Sale, free 

for EDGA Top and EDGA Last Sale, $1,250 for BYX 

Top and BYX Last Sale (as proposed herein), and 

$2,500 for BZX Top and BZX Last Sale. See SR– 

EDGA–2015–09 and SR–EDGX–2015–09. See also 

the BZX Fee Schedule available at http://

www.batstrading.com/support/fee_schedule/bzx/. 

25The Exchange notes that just as a third party 

vendor could choose to offer special pricing in 

order to incentivize data recipients to perform 

necessary development and other work in order to 

receive and distribute a new data product, the 

Exchange has proposed pricing to incentivize data 

recipients to take and distribute the BATS One 

Feed. 

26Requiring that every person or device to which 

they provide the data is counted by the Distributor 

receiving the BATS One Feed is similar to the 

NYSE Unit-of-Count Policy. The only difference is 

that the NYSE Unit-of-Count Policy requires the 

counting of users receiving a market data product 

through both internal and external distribution. 

Because the Exchange proposes to charge Usage 

Fees solely to recipient firms who’s Users receive 

data from an external distributor and not through 

internal distribution, it only requires the counting 

of Users by Distributors that disseminate the BATS 

One Feed externally. 

these individual data feeds of the BATS 

Exchanges is $5,000 per month,24 equal 

to the $5,000 per month External 

Distributor Fee proposed for the BATS 

One Summary Feed. To ensure that 

vendors could compete with the 

Exchange by creating the same product 

as the BATS One Feed and selling it to 

their clients, the Exchange proposes to 

charge External Distributors an External 

Distributor fee that equals the combined 

External Distributor fees for each of the 

individual feeds listed above. 

The Exchange also proposes to 

establish a New External Distributor 

Credit under which new External 

Distributors of the BATS One Summary 

Feed will not be charged a Distributor 

Fee for their first three (3) months in 

order to allow them to enlist new Users 

to receive the BATS One Feed.25 The 

New External Distributor Fee Credit will 

not be available to External Distributors 

of the BATS One Premium Feed. The 

Exchange does not believe the New 

External Distributor Credit would 

inhibit a vendor from creating a 

competing product and offer a similar 

free period as the Exchange. 

Specifically, a vendor seeking to create 

the BATS One Summary Feed could do 

so by subscribing to EDGX Top, EDGX 

Last Sale, EDGA Top, EDGA Last Sale, 

BZX Top, BZX Last Sale, BYX Top and 

BYX Last Sale, all of which are either 

free or also include a New External 

Distributor Credit identical to that 

proposed for the BATS One Summary 

Feed. As a result, a competing vendor 

would incur similar costs as the 

Exchange in offering such free period 

for a competing product and may do so 

on the same terms as the Exchange. 

User Fees 

In addition to Internal and External 

Distributor Fees, the Exchange proposes 

to charge those who receive the BATS 

One Feed from External Distributors 

different fees for both their Professional 

Users and Non-Professional Users. The 

Exchange will assess a monthly fee for 

Professional Users of $10.00 per User for 

receipt of the BATS One Summary Feed 

or $15.00 per User who elects to also 

receive the BATS One Premium Feed. 

Non-Professional Users will be assessed 

a monthly fee of $0.25 per user for the 

BATS One Summary Feed or $0.50 per 

user where they elects to receive the 

BATS One Premium Feed. 

External Distributors must count 

every Professional User and NonProfessional User to which they provide 

BATS One Feed data. Thus, the 

Distributor’s count will include every 

person and device that accesses the data 

regardless of the purpose for which the 

individual or device uses the data.26

Distributors must report all Professional 

and Non-Professional Users in 

accordance with the following: 

• In connection with an External 

Distributor’s distribution of the BATS 

One Feed, the Distributor should count 

as one User each unique User that the 

Distributor has entitled to have access to 

the BATS One Feed. However, where a 

device is dedicated specifically to a 

single individual, the Distributor should 

count only the individual and need not 

count the device. 

• The External Distributor should 

identify and report each unique User. If 

a User uses the same unique method to 

gain access to the BATS One Feed, the 

Distributor should count that as one 

User. However, if a unique User uses 

multiple methods to gain access to the 

BATS One Feed (e.g., a single User has 

multiple passwords and user 

identifications), the External Distributor 

should report all of those methods as an 

individual User. 

• External Distributors should report 

each unique individual person who 

receives access through multiple 

devices as one User so long as each 

device is dedicated specifically to that 

individual. 

• If an External Distributor entitles 

one or more individuals to use the same 

device, the External Distributor should 

include only the individuals, and not 

the device, in the count. 

Each External Distributor will receive 

a credit against its monthly Distributor 

Fee for the BATS One Feed equal to the 

amount of its monthly Usage Fees up to 

a maximum of the Distributor Fee for 

the BATS One Feed. For example, an 

External Distributor will be subject to a 

$12,500 monthly Distributor Fee where 

they elect to receive the BATS One 

Premium Feed. If that External 

Distributor reports User quantities 

totaling $12,500 or more of monthly 

usage of the BATS One Premium Feed, 

it will pay no net Distributor Fee, 

whereas if that same External 

Distributor were to report User 

quantities totaling $11,500 of monthly 

usage, it will pay a net of $1,000 for the 

Distributor Fee. External Distributors 

will remain subject to the per User fees 

discussed above. In every case the 

Exchange will receive at least $12,500 in 

connection with the distribution of the 

BATS One Feed (through a combination 

of the External Distribution Fee and per 

User Fees). 

Enterprise Fee. The Exchange also 

proposes to establish a $50,000 per 

month Enterprise Fee that will permit a 

recipient firm who receives the BATS 

Summary Feed portion of the BATS One 

Feed from an External Distributor to 

receive the data for an unlimited 

number of Professional and NonProfessional Users and $100,000 per 

month for recipient firms who elect to 

receive the BATS One Premium Feed. 

For example, if a recipient firm had 

15,000 Professional Users who each 

receive the BATS One Summary Feed 

portion of the BATS One Feed at $10.00 

per month, then that recipient firm will 

pay $150,000 per month in Professional 

Users fees. Under the proposed 

Enterprise Fee, the recipient firm will 

pay a flat fee of $50,000 for an unlimited 

number of Professional and NonProfessional Users for the BATS 

Summary Feed portion of the BATS One 

Feed. A recipient firm must pay a 

separate Enterprise Fee for each 

External Distributor that controls 

display of the BATS One Feed if it 

wishes such User to be covered by an 

Enterprise Fee rather than by per-User 

fees. A recipient firms that pays the 

Enterprise Fee will not have to report its 

number of such Users on a monthly 

basis. However, every six months, a 

recipient firm must provide the 

Exchange with a count of the total 

number of natural person users of each 

product, including both Professional 

and Non-Professional Users. The 

Enterprise Fee would be in addition to 

the applicable Distributor Fee. 

Data Consolidation Fee 

The Exchange also proposes to charge 

External Distributors of the BATS One 

Feed a separate Data Consolidation Fee, 

which reflects the value of the 

aggregation and consolidation function 

the Exchange performs in creating the 

BATS One Feed. As stated above, the 

Exchange creates the BATS One Feed 


tkelley on DSK3SPTVN1PROD with NOTICES
9796 Federal Register / Vol. 80, No. 36 / Tuesday, February 24, 2015 / Notices 

27See EDGA Rule 13.8, EDGX Rule 13.8, BZX 

Rule 11.22(a) and (c), and BYX Rule 11.22 (a) and 

(c) for a description of the depth of book feeds 

offered by each of the BATS Exchanges. 

28See supra note 24. 

29See supra note 22. 

30 15 U.S.C. 78f. 

31 15 U.S.C. 78f(b)(4). 

32The proposed definition of ‘‘Distributor’’ is 

similar to Nasdaq Rule 7047(d)(1). The proposed 

definition of ‘‘Internal Distributor’’ is similar to 

Nasdaq Rule 7047(d)(1)(A). The proposed definition 

of ‘‘External Distributor’’ is similar to Nasdaq Rule 

7047(d)(1)(B). The proposed definition of 

‘‘Professional User’’ is similar to Nasdaq Rule 

7047(d)(3)(A). The proposed definition of ‘‘NonProfessional User’’ is similar to Nasdaq Rule 

7047(d)(3)(B). 

33 15 U.S.C. 78f(b)(4). 

34 15 U.S.C. 78f. 

35 15 U.S.C. 78f(b)(4). 

36 15 U.S.C. 78k–1. 

from data derived from the EDGX 

Depth, EDGA Depth, BYX Depth, and 

BZX Depth.27 The Exchange notes that 

an External Distributor could create a 

competing product to the BATS One 

Feed based on these individual data 

feeds, or, alternatively, the applicable 

Top and Last Sale products offered by 

the Exchanges, and could charge its 

clients a fee that it believes reflects the 

value of the aggregation and 

consolidation function. The Exchanges 

[sic] believes that the incremental cost 

to a particular vendor for aggregation 

can be supported by the vendor’s 

revenue opportunity and may be 

inconsequential if such vendor already 

has systems in place to perform these 

functions as part of creating its 

proprietary market data products and is 

able to allocate these costs over 

numerous products and customer 

relationships. For these reasons, the 

Exchange believes that vendors could 

readily offer a product similar to the 

BATS One Feed on a competitive basis 

at a similar cost. 

The Exchange does not propose to 

charge Internal Distributors the separate 

Data Consolidation Fee as the proposed 

Internal Distributor Fees are greater than 

the cost of subscribing to each of the 

underlying individual feed. As 

discussed above, each Internal 

Distributor that receives only the BATS 

One Summary Feed shall pay a fee of 

$10,000 per month, as compared to 

$5,000, which is the total of the 

underlying feeds.28 Each Internal 

Distributor shall pay a fee of $15,000 per 

month where they elect to receive the 

BATS One Premium Feed, as compared 

to $12,500, which is the total cost of the 

underlying depth feeds.29 The increased 

cost of the BATS One Feed is designed 

to include the value of the aggregation 

and consolidation function the 

Exchange performs in creating the BATS 

One Feed. Therefore, the Exchange does 

not propose to charge Internal 

Distributors a separate Data 

Consolidation Fee. 

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

the objectives of Section 6 of the Act,30

in general, and furthers the objectives of 

Section 6(b)(4),31 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 believes that the proposed 

rates are equitable and nondiscriminatory in that they apply 

uniformly to all Members. The 

Exchange believes the proposed fees are 

competitive with those charged by other 

venues and, therefore, reasonable and 

equitably allocated to Members. 

Technical, Non-Substantive Changes 

The Exchange believes that the nonsubstantive changes to its fee schedule 

are reasonable because they are nonsubstantive changes that are designed to 

amend any fee, nor alter the manner in 

which it assesses fees. These nonsubstantive, technical changes to the fee 

schedule are intended to streamline the 

naming convention of the Exchange’s 

market data products, making the fee 

schedule clearer and less confusing for 

investors, 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. 

Definitions Applicable to Market Data 

Fees 

The Exchange believes that the 

proposed definitions are reasonable 

because they are designed to provide 

greater transparency to Members with 

regard to how the Exchange assesses 

fees for market data. The Exchange 

notes that none of the proposed 

definitions are designed to amend any 

fee, nor alter the manner in which it 

assesses fees. 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. These 

definitions are intended to make the fee 

schedule clearer and less confusing for 

investors and 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. Lastly, the proposed 

definitions are based on existing rules of 

the Nasdaq Stock Market LLC 

(‘‘Nasdaq’’).32

BYX Top and BYX Last Sale 

The Exchange believes that its 

amended fees for BYX Last Sale and 

BYX Top are consistent with Section 

6(b)(4) of the Act 33 because they 

provide for an equitable allocation of 

reasonable dues, fees, and other charges 

among its members and other recipients 

of Exchange data. The Exchange also 

believes the proposed fees for BYX Last 

Sale and BYX Top are reasonable and 

equitable in light of the benefits to data 

recipients. The Exchange believes that 

the decreased External Distributor Fees 

for BYX Last Sale and BYX Top are 

equitable and reasonable in that they 

result in a fee reduction for External 

Distributors. Subscribers to either BYX 

Top or BYX Last Sale would be able to 

also receive, upon request and at no 

additional cost, BYX Last Sale or BYX 

Top, as applicable. The Exchange 

believes that the proposed pricing 

model is simple and easy for data 

recipients to comply with, and thus, 

will result in a minimal additional 

administrative burden for data 

recipients who elect to receive both 

BYX Last Sale and BYX Top at no 

additional cost. BYX Last Sale and BYX 

Top are distributed and purchased on a 

voluntary basis, in that neither the 

Exchanges nor market data distributors 

are required by any rule or regulation to 

make this data available. Accordingly, 

Distributors and Users can discontinue 

use at any time and for any reason, 

including due to an assessment of the 

reasonableness of fees charged. Lastly, 

the Exchange also believes that the 

proposed amendments to its fee 

schedule are reasonable and nondiscriminatory because it [sic] will 

apply uniformly to all Members. 

BATS One Feed 

The Exchange also believes that the 

proposed fees for the BATS One Feed 

are consistent with Section 6(b) of the 

Act,34 in general, and Section 6(b)(4) of 

the Act,35 in particular, in that it [sic] 

they provide for an equitable allocation 

of reasonable fees among Users and 

recipients of the data and are not 

designed to permit unfair 

discrimination among customers, 

brokers, or dealers. The Exchange also 

believes that the proposed rule change 

is consistent with Section 11(A) of the 

Act 36 in that it supports (i) fair 

competition among brokers and dealers, 

among exchange markets, and between 

exchange markets and markets other 

than exchange markets and (ii) the 


tkelley on DSK3SPTVN1PROD with NOTICES
Federal Register / Vol. 80, No. 36 / Tuesday, February 24, 2015 / Notices 9797 

37See 17 CFR 242.603. 

38See BATS One Approval Order, supra note 11. 

The Exchange notes that a vendor can obtain the 

underlying depth-of-book feeds as well as EDGX 

Top, EDGX Last Sale, EDGA Top, EDGA Last Sale, 

BZX Top, BZX Last Sale, BYX Top and BYX Last 

Sale on the same latency basis as the Exchange 

would receive the underlying depth-of-book feeds 

necessary to create the BATS One Feed, including 

the BATS One Summary Feed. Id. 

39See infra note 53. 

40The Exchange believes that cost-based pricing 

would be impractical because it would create 

enormous administrative burdens for all parties, 

including the Commission, to cost-regulate a large 

number of participants and standardize and analyze 

extraordinary amounts of information, accounts, 

and reports. In addition, it is impossible to regulate 

market data prices in isolation from prices charged 

by markets for other services that are joint products. 

Cost-based rate regulation would also lead to 

litigation and may distort incentives, including 

those to minimize costs and to innovate, leading to 

further waste. Under cost-based pricing, the 

Commission would be burdened with determining 

a fair rate of return, and the industry could 

experience frequent rate increases based on 

escalating expense levels. Even in industries 

historically subject to utility regulation, cost-based 

ratemaking has been discredited. As such, the 

Exchange believes that cost-based ratemaking 

would be inappropriate for proprietary market data 

and inconsistent with Congress’s direction that the 

Commission use its authority to foster the 

development of the national market system, and 

that market forces will continue to provide 

appropriate pricing discipline. See Appendix C to 

NYSE’s comments to the Commission’s 2000 

Concept Release on the Regulation of Market 

Information Fees and Revenues, which can be 

found on the Commission’s Web site at http://

www.sec.gov/rules/concept/s72899/buck1.htm. See 

also Securities Exchange Act Release No. 73816 

(December 11, 2014), 79 FR 75200 (December 17, 

2014) (SR–NYSE–2014–64) (Notice of Filing and 

Immediate Effectiveness of Proposed Rule Change 

to Establish an Access Fee for the NYSE Best Quote 

and Trades Data Feed, Operative December 1, 

2014). 

availability to brokers, dealers, and 

investors of information with respect to 

quotations for and transactions in 

securities. Furthermore, the proposed 

rule change is consistent with Rule 603 

of Regulation NMS,37 which provides 

that any national securities exchange 

that distributes information with respect 

to quotations for or transactions in an 

NMS stock do so on terms that are not 

unreasonably discriminatory. In 

adopting Regulation NMS, the 

Commission granted self-regulatory 

organizations and broker-dealers 

increased authority and flexibility to 

offer new and unique market data to the 

public. It was believed that this 

authority would expand the amount of 

data available to consumers, and also 

spur innovation and competition for the 

provision of market data. 

In addition, the proposed fees would 

not permit unfair discrimination 

because all of the Exchange’s customers 

and market data vendors will be subject 

to the proposed fee structure on an 

equivalent basis. The BATS One Feed 

would be distributed and purchased on 

a voluntary basis, in that neither the 

BATS Exchanges nor market data 

distributors are required by any rule or 

regulation to make this data available. 

Accordingly, Distributors and Users can 

discontinue use at any time and for any 

reason, including due to an assessment 

of the reasonableness of fees charged. In 

addition, any customer that wishes to 

purchase one or more of the individual 

data feeds offered by the BATS 

Exchanges would be able to do so. 

The Exchange has taken into 

consideration its affiliated relationship 

with EDGA, EDGX, and BZX in its 

design of the BATS One Feed to assure 

that vendors would be able to offer a 

similar product on the same terms as the 

Exchange from a cost perspective. While 

the BATS Exchanges are the exclusive 

distributors of the individual data feeds 

from which certain data elements may 

be taken to create the BATS One Feed, 

they are not the exclusive distributors of 

the aggregated and consolidated 

information that comprises the BATS 

One Feed. Any entity that receives, or 

elects to receive, the individual data 

feeds would be able, if it so chooses, to 

create a data feed with the same 

information included in the BATS One 

Feed and sell and distribute it to its 

clients so that it could be received by 

those clients as quickly as the BATS 

One Feed would be received by those 

same clients with no greater cost than 

the Exchange.38

In addition, vendors and subscribers 

that do not wish to purchase the BATS 

One Feed may separately purchase the 

individual underlying products, and if 

they so choose, perform a similar 

aggregation and consolidation function 

that the Exchange performs in creating 

the BATS One Feed. To enable such 

competition, the Exchange is offering 

the BATS One Feed on terms that a 

subscriber of those underlying feeds 

could offer a competing product if it so 

chooses. 

The Exchange notes that the use of the 

BATS One Feed is entirely optional. 

Firms have a wide variety of alternative 

market data products from which to 

choose, including the Exchanges’ own 

underlying data products, the Nasdaq 

and the NYSE proprietary data products 

described in this filing,39 and 

consolidated data. Moreover, the 

Exchange is not required to make any 

proprietary data products available or to 

offer any specific pricing alternatives to 

any customers. 

In addition, the fees that are the 

subject of this rule filing are constrained 

by competition. As explained below in 

the Exchange’s Statement on Burden on 

Competition, the existence of 

alternatives to the BATS One Feed 

further ensures that the Exchange 

cannot set unreasonable fees, or fees 

that are unreasonably discriminatory, 

when vendors and subscribers can elect 

such alternatives. That is, the Exchange 

competes with other exchanges (and 

their affiliates) that provide similar 

market data products. If another 

exchange (or its affiliate) were to charge 

less to consolidate and distribute its 

similar product than the Exchange 

charges to consolidate and distribute the 

BATS One Feed, prospective Users 

likely would not subscribe to, or would 

cease subscribing to, the BATS One 

Feed. In addition, the Exchange would 

compete with unaffiliated market data 

vendors who would be in a position to 

consolidate and distribute the same data 

that comprises the BATS One Feed into 

the vendor’s own comparable market 

data product. If the third-party vendor is 

able to provide the exact same data for 

a lower cost, prospective Users would 

avail themselves of that lower cost and 

elect not to take the BATS One Feed. 

The Exchange notes that the 

Commission is not required to 

undertake a cost-of-service or 

ratemaking approach. The Exchange 

believes that, even if it were possible as 

a matter of economic theory, cost-based 

pricing for non-core market data would 

be so complicated that it could not be 

done practically.40

For these reasons, the Exchange 

believes that the proposed fees are 

reasonable, equitable, and not unfairly 

discriminatory. 

User Fees. The Exchange believes that 

implementing the Professional and NonProfessional User fees for the BATS One 

Feed is reasonable because it will make 

the product more affordable and result 

in greater availability to Professional 

and Non-Professional Users. Moreover, 

introducing a modest Non-Professional 

User fee for the BATS One Feed is 

reasonable because it provides an 

additional method for retail investors to 

access the BATS One Feed data by 

providing the same data that is available 

to Professional Users. The Exchange 

believes that the proposed fees are 

equitable and not unfairly 

discriminatory because they will be 

charged uniformly to recipient firms 

and Users. The fee structure of 

differentiated Professional and NonProfessional fees has long been used by 

other exchanges for their proprietary 

data products, and by the Nasdaq UTP 

and the CTA and CQ Plans in order to 

reduce the price of data to retail 

investors and make it more broadly 


tkelley on DSK3SPTVN1PROD with NOTICES
9798 Federal Register / Vol. 80, No. 36 / Tuesday, February 24, 2015 / Notices 

41See, e.g., Securities Exchange Act Release No. 

20002, File No. S7–433 (July 22, 1983) (establishing 

nonprofessional fees for CTA data); Nasdaq Rules 

7023(b), 7047. 

42See Nasdaq Rule 7047. 

43See CTA Plan dated September 9, 2013 and CQ 

Plan dated September 9, 2013, available at 

https://cta.nyxdata.com/CTA. 

44The Exchange notes that distinctions based on 

external versus internal distribution have been 

previously filed with the Commission by Nasdaq, 

Nasdaq OMX BX, and Nasdaq OMX PSX. See 

Nasdaq Rule 019(b); see also Securities Exchange 

Act Release No. 62876 (September 9, 2010), 75 FR 

56624 (September 16, 2010) (SR–PHLX–2010–120); 

Securities Exchange Act Release No. 62907 

(September 14, 2010), 75 FR 57314 (September 20, 

2010) (SR–NASDAQ–2010–110); Securities 

Exchange Act Release No. 63442 (December 6, 

2010), 75 FR 77029 (December 10, 2010) (SR–BX– 

2010–081). 

45See supra notes 14 and 15. 

46Like the Exchange, an External Distributor 

would also be able to create a competing product 

to the BATS One Summary Feed from the data 

received via EDGX Depth, EDGA Depth, BYX 

Depth, and BZX Depth, without having to 

separately purchase the top and last sale feeds from 

each of the BATS Exchanges. 

47As discussed, the Exchange proposes to charge 

External Distributors a separate Data Consolidation 

Fee to reflect the value of the consolidation 

function performed by the Exchange. 

48See supra note 22. 

49See supra note 24. 

available.41 Offering the BATS One Feed 

to Non-Professional Users with the same 

data available to Professional Users 

results in greater equity among data 

recipients. 

In addition, the proposed fees are 

reasonable when compared to fees for 

comparable products offered by the 

NYSE, Nasdaq, and under the CTA and 

CQ Plans. Specifically, Nasdaq offers 

Nasdaq Basic, which includes best bid 

and offer and last sale data for Nasdaq 

and the FINRA/Nasdaq TRF, for a 

monthly fee of $26 per professional 

subscriber and $1 per non-professional 

subscriber; alternatively, a broker-dealer 

may purchase an enterprise license at a 

rate of $350,000 per month for internal 

distribution to an unlimited number of 

professional users or $365,000 per 

month for external distribution for up to 

16,000 professional users, plus $2 for 

each additional professional user over 

16,000.42 The NYSE offers BQT, which 

provides BBO and last sale information 

for the NYSE, NYSE Arca, and NYSE 

MKT. To obtain BQT, subscribers must 

purchase the [sic] each underlying data 

feed for a monthly fee of $18 per 

professional subscriber and $1 per nonprofessional subscriber; alternatively, a 

broker-dealer may purchase an 

enterprise license at a rate of $365,000 

per month for an unlimited number of 

professional users. The NYSE does not 

offer an enterprise license for nonprofessional users. The Exchange’s 

proposed per-User Fees are lower than 

the NYSE’s and Nasdaq’s fees. In 

addition, the Exchange is proposing 

Professional and Non-Professional User 

fees and Enterprise Fees that are less 

than the fees currently charged by the 

CTA and CQ Plans. Under the CTA and 

CQ Plans, Tape A consolidated last sale 

and bid-ask data are offered together for 

a monthly fee of $20-$50 per device, 

depending on the number of 

professional subscribers, and $1.00 per 

non-professional subscriber, depending 

on the number of non-professional 

subscribers.43 A monthly enterprise fee 

of $686,400 is available under which a 

U.S. registered broker-dealer may 

distribute data to an unlimited number 

of its own employees and its nonprofessional subscriber brokerage 

account customers. Finally, in contrast 

to Nasdaq UTP and the CTA and CQ 

Plans, the Exchange also will permit 

enterprise distribution by a non-brokerdealer. 

Enterprise Fee. The proposed 

Enterprise Fee for the BATS One Feed 

is reasonable as the fee proposed is less 

than the enterprise fees currently 

charged for underlying data feeds for 

NYSE BQT, Nasdaq Basic, and 

consolidated data distributed under the 

Nasdaq UTP and the CTA and CQ Plans. 

In addition, the Enterprise Fee could 

result in a fee reduction for recipient 

firms with a large number of 

Professional and Non-Professional 

Users. If a recipient firm has a smaller 

number of Professional Users of the 

BATS One Feed, then it may continue 

using the per User structure and benefit 

from the per User Fee reductions. By 

reducing prices for recipient firms with 

a large number of Professional and NonProfessional Users, the Exchange 

believes that more firms may choose to 

receive and to distribute the BATS One 

Feed, thereby expanding the 

distribution of this market data for the 

benefit of investors. 

The Exchange further believes that the 

proposed Enterprise Fee is reasonable 

because it will simplify reporting for 

certain recipients that have large 

numbers of Professional and NonProfessional Users. Firms that pay the 

proposed Enterprise Fee will not have to 

report the number of Users on a 

monthly basis as they currently do, but 

rather will only have to count natural 

person users every six months, which is 

a significant reduction in administrative 

burden. Finally, the Exchange believes 

that it is equitable and not unfairly 

discriminatory to establish an Enterprise 

Fee because it reduces the Exchange’s 

costs and the Distributor’s 

administrative burdens in tracking and 

auditing large numbers of users. 

Distributor Fee. The Exchange 

believes that the proposed Distributor 

Fees are also reasonable, equitably 

allocated, and not unreasonably 

discriminatory. The fees for Members 

and non-Members are uniform except 

with respect to reasonable distinctions 

with respect to internal and external 

distribution.44 The Exchange believes 

that the Distributor Fees for the BATS 

One Feed are reasonable and fair in light 

of alternatives offered by other market 

centers. First, although the Internal 

Distributor fee is higher than those of 

competitor products, there are no User 

fees assessed for Users that receive the 

BATS One Feed data through an 

Internal Distributor, which results in a 

net cost that is lower than competitor 

products for many data recipients and 

will be easier to administer. 

The proposed Distributor Fees for the 

BATS One Feed are also designed to 

ensure that vendors could compete with 

the Exchange by creating a similar 

product as the BATS One Feed. The 

Exchange believes that the proposed 

Distributor Fees are equitable and 

reasonable as it [sic] equals the 

combined fee of subscribing to each 

individual data feed of the BATS 

Exchanges, which have been previously 

published by the Commission.45

Currently, an External Distributor that 

seeks to create a competing product to 

the BATS One Premium Feed 46 would 

need to purchase each of the depth of 

book products from the individual 

BATS Exchanges and then perform its 

own aggregation and consolidation 

functions.47 The combined external 

distributor fees for these individual 

depth of book feeds of the BATS 

Exchanges is $12,500 per month,48

equal to the $12,500 per month External 

Distributor Fee proposed for the BATS 

One Premium Feed. An External 

Distributor that seeks to create a 

competing product to the BATS One 

Summary Feed could alternatively 

subscribe to EDGX Top, EDGX Last Sale, 

EDGA Top, EDGA Last Sale, BZX Top, 

BZX Last Sale, BYX Top, and BYX Last 

Sale, and then perform their own 

aggregation and consolidation function. 

The combined external distributor fees 

for these individual data feeds of the 

BATS Exchanges is $5,000 per month,49

equal to the $5,000 per month External 

Distributor Fee proposed for the BATS 

One Summary Feed. In addition, the 

Exchange believes it is reasonable to not 

charge External Distributors a 

Distribution Fee during their first three 

(3) months and does not believe this 

would inhibit a vendor from creating a 

competing product and offer a similar 


tkelley on DSK3SPTVN1PROD with NOTICES
Federal Register / Vol. 80, No. 36 / Tuesday, February 24, 2015 / Notices 9799 

50See Securities Exchange Act Release No. 73816 

(December 11, 2014), 79 FR 75200 (December 17, 

2014) (SR–NYSE–2014–64) (Notice of Filing and 

Immediate Effectiveness of Proposed Rule Change 

to Establish an Access Fee for the NYSE Best Quote 

and Trades Data Feed, Operative December 1, 

2014). 

51See supra note 24. 

52See supra note 22. 

free period as the Exchange. 

Specifically, a vendor seeking to create 

the BATS One Summary Feed could do 

so by subscribing to EDGX Top, EDGX 

Last Sale, EDGA Top, EDGA Last Sale, 

BZX Top, BZX Last Sale, BYX Top and 

BYX Last Sale, all of which are either 

free or also include a New External 

Distributor Credit identical to that 

proposed for the BATS One Summary 

Feed. As a result, a competing vendor 

would incur similar costs as the 

Exchange in offering such free period 

for a competing product and may do so 

on the same terms as the Exchange. 

Data Consolidation Fee 

The Exchange believes that the 

proposed $1,000 per month Data 

Consolidation Fee charged to External 

Distributors who receive the BATS One 

Feed is reasonable because it represents 

the value of the data aggregation and 

consolidation function that the 

Exchange performs. The Exchange also 

notes that its proposed $1,000 per 

month Data Consolidation Fee is 

identical to an access fee charged by the 

NYSE for BQT, which is also designed 

to represent the value of the data 

aggregation function provided by the 

NYSE in constructing its BQT feed.50

The Exchange further believes the 

proposed Data Consolidation Fee is not 

designed to permit unfair 

discrimination because all External 

Distributors who subscribe to the BATS 

One Feed will be charged the same fee. 

The Exchange believes it is reasonable 

and not unfairly discriminatory to not 

charge Internal Distributors a separate 

Data Consolidation Fee as the proposed 

Internal Distributor Fees are greater than 

the cost of subscribing to each of the 

underlying individual feed. As 

discussed above, each Internal 

Distributor that receives only the BATS 

One Summary Feed shall pay a fee of 

$10,000 per month as compared to 

$5,000, which is the total of the 

underlying feeds.51 Each Internal 

Distributor shall pay a fee of $15,000 per 

month where they elect to receive the 

BATS One Premium Feed as compared 

to $12,500, which is the total cost of the 

underlying depth feeds.52 The increased 

cost of the BATS One Feed is designed 

to include the value of the aggregation 

and consolidation function the 

Exchange performs in creating the BATS 

One Feed. Therefore, the Exchange 

believes the proposed application of the 

Data Consolidation Fee is reasonable 

and would not permit unfair 

discrimination. 

In addition, a vendor could create a 

competing product based on the 

individual data feeds and charge its 

clients a fee that it believes reflects the 

value of the aggregation and 

consolidation function that is 

competitive with the BATS One Feed 

pricing. The Exchanges believes that the 

incremental cost to a particular vendor 

for aggregation can be supported by the 

vendor’s revenue opportunity and may 

be inconsequential if such vendor 

already has systems in place to perform 

these functions as part of creating its 

proprietary market data products and is 

able to allocate these costs over 

numerous products and customer 

relationships. Therefore, the Exchange 

believes the proposed pricing would 

enable a vendor to create a competing 

product based on the individual data 

feeds and charge its clients a fee that it 

believes reflects the value of the 

aggregation and consolidation function 

that is competitive with BATS One Feed 

pricing as discussed further below. 

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. 

Technical, Non-Substantive Changes 

The proposed name changes to the 

Exchange’s market data products will 

not result in any burden on competition. 

The proposed amendments are not 

designed to address any competitive 

issues, but rather provide consistency 

amongst the naming conventions used 

for the Exchange market data products, 

resulting in additional clarity and 

transparency to Members, Users, and 

the investing public regarding the 

Exchange’s market data products. The 

Exchange notes that none of the 

proposed non-substantive changes are 

designed to amend any fee, nor alter the 

manner in which it assesses fees. These 

non-substantive, technical changes to 

the fee schedule are intended to make 

the fee schedule clearer and less 

confusing for investors and eliminate 

potential investor confusion. 

Definitions Applicable to Market Data 

Fees 

The proposed definitions applicable 

to market data fees will not result in any 

burden on competition. The proposed 

definitions are not designed to amend 

any fee, nor alter the manner in which 

it assesses fees. 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 for market 

data. These definitions are intended to 

make the Fee Schedule clearer and less 

confusing for investors and are not 

designed to have a competitive impact. 

BYX Top and BYX Last Sale 

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’s ability to price BYX 

Last Sale and BYX Top are constrained 

by: (i) Competition among exchanges, 

other trading platforms, and Trade 

Reporting Facilities (‘‘TRF’’) that 

compete with each other in a variety of 

dimensions; (ii) the existence of 

inexpensive real-time consolidated data 

and market-specific data and free 

delayed data; and (iii) the inherent 

contestability of the market for 

proprietary data. 

The Exchange and its market data 

products are subject to significant 

competitive forces and the proposed 

fees represent responses to that 

competition. To start, the Exchange 

competes intensely for order flow. It 

competes with the other national 

securities exchanges that currently trade 

equities, with electronic communication 

networks, with quotes posted in 

FINRA’s Alternative Display Facility, 

with alternative trading systems, and 

with securities firms that primarily 

trade as principal with their customer 

order flow. 

In addition, BYX Last Sale and BYX 

Top compete with a number of 

alternative products. For instance, BYX 

Last Sale and BYX Top do not provide 

a complete picture of all trading activity 

in a security. Rather, the other national 

securities exchanges, the several TRFs 

of FINRA, and Electronic 

Communication Networks (‘‘ECN’’) that 

produce proprietary data all produce 

trades and trade reports. Each is 

currently permitted to produce last sale 

information products, and many 

currently do, including Nasdaq and 

NYSE. In addition, market participants 

can gain access to BYX last sale prices 

and top-of-book quotations though 

integrated with the prices of other 

markets on feeds made available 

through the SIPs. 

In sum, the availability of a variety of 

alternative sources of information 

imposes significant competitive 

pressures on Exchange data products 

and the Exchange’s compelling need to 


tkelley on DSK3SPTVN1PROD with NOTICES
9800 Federal Register / Vol. 80, No. 36 / Tuesday, February 24, 2015 / Notices 

53See Nasdaq Basic, http://

www.nasdaqtrader.com/

Trader.aspx?id=nasdaqbasic (last visited May 29, 

2014) (data feed offering the BBO and Last Sale 

information for all U.S. exchange-listed securities 

based on liquidity within the Nasdaq market center, 

as well as trades reported to the FINRA/Nasdaq 

Trade Reporting Facility (‘‘TRF’’)); Nasdaq NLS 

Plus, http://www.nasdaqtrader.com/

Trader.aspx?id=NLSplus (last visited July 8, 2014) 

(data feed providing last sale data as well as 

consolidated volume from the following Nasdaq 

OMX markets for U.S. exchange-listed securities: 

Nasdaq, FINRA/Nasdaq TRF, Nasdaq OMX BX, and 

Nasdaq OMX PSX); Securities Exchange Act 

Release No. 73553 (November 6, 2014), 79 FR 67491 

(November 13, 2014) (SR–NYSE–2014–40) (Notice 

of Amendment No. 1 and Order Granting 

Accelerated Approval to a Proposed Rule Change, 

as Modified by Amendment No.1, To Establish the 

NYSE Best Quote & Trades (‘‘BQT’’) Data Feed); 

http://www.nyxdata.com/Data-Products/NYSEBest-Quote-and-Trades (last visited May 27, 2014) 

(data feed providing unified view of BBO and last 

sale information for the NYSE, NYSE Arca, and 

NYSE MKT). 

54See BATS One Approval Order, supra note 11. 

55The combined external distribution fee for the 

individual depth of book data feeds of the BATS 

Exchanges is $12,500.00 per month. The monthly 

External Distributor fee is $2,500 per month for the 

EDGX Depth, $2,500 per month for the EDGA 

Depth, $2,500 for BYX Depth, and $5,000 for BZX 

Depth. The combined external distribution fee for 

the individual top and last sale data feed of the 

BATS Exchanges is $5,000.00 per month. The 

monthly External Distributor fee is $1,250 per 

month for EDGX Top and EDGX Last Sale, free for 

EDGA Top and EDGA Last Sale, $1,250 for BYX 

Top and BYX Last Sale (as proposed herein), and 

$2,500 for BZX Top and BZX Last Sale. See SR– 

EDGA–2015–09 and SR–EDGX–2015–09. See also 

the BZX Fee Schedule available at http://

www.batstrading.com/support/fee_schedule/bzx/. 

56See supra note 53. 

attract order flow imposes significant 

competitive pressure on the Exchange to 

act equitably, fairly, and reasonably in 

setting the proposed data product fees. 

The proposed data product fees are, in 

part, responses to that pressure. The 

Exchange believes that the proposed 

fees would reflect an equitable 

allocation of its overall costs to users of 

its facilities. 

In addition, when establishing the 

proposed fees, the Exchange considered 

the competitiveness of the market for 

proprietary data and all of the 

implications of that competition. The 

Exchange believes that it has considered 

all relevant factors and has not 

considered irrelevant factors in order to 

establish fair, reasonable, and not 

unreasonably discriminatory fees and an 

equitable allocation of fees among all 

Users. The existence of alternatives to 

BYX Last Sale and BYX Top, including 

existing similar feeds by other 

exchanges, consolidated data, and 

proprietary data from other sources, 

ensures that the Exchange cannot set 

unreasonable fees, or fees that are 

unreasonably discriminatory, when 

vendors and subscribers can elect these 

alternatives or choose not to purchase a 

specific proprietary data product if its 

cost to purchase is not justified by the 

returns any particular vendor or 

subscriber would achieve through the 

purchase. 

BATS One Feed 

The BATS One Feed will enhance 

competition because it not only 

provides content that is competitive 

with the similar products offered by 

other exchanges, but will provide 

pricing that is competitive as well. The 

BATS One Feed provides investors with 

an alternative option for receiving 

market data and competes directly with 

similar market data products currently 

offered by the NYSE and Nasdaq.53 As 

previously stated, the fees for the BATS 

One Feed are significantly lower than 

alternative exchange products. The 

BATS One Feed is less expensive per 

professional user and more than 85% 

less expensive for an enterprise license 

for professional users (50% less for nonprofessional users) when compared to a 

similar competitor exchange product, 

offering firms a lower cost alternative 

for similar content. 

Although the BATS Exchanges are the 

exclusive distributors of the individual 

data feeds from which certain data 

elements would be taken to create the 

BATS One Feed, the Exchange would 

not be the exclusive distributor of the 

aggregated and consolidated 

information that would compose the 

proposed BATS One Feed. Any entity 

that receives, or elects to received, the 

underlying data feeds would be able to, 

if it so chooses, to create a data feed 

with the same information included in 

the BATS One Feed and sell and 

distribute it to its clients so that it could 

be received by those clients as quickly 

as the BATS One Feed would be 

received by those same clients at a 

similar cost.54

The proposed pricing the Exchange 

would charge clients for the BATS One 

Feed compared to the cost of the 

individual data feeds from the BATS 

Exchanges would enable a vendor to 

receive the underlying data feeds and 

offer a similar product on a competitive 

basis and with no greater cost than the 

Exchange. The pricing the Exchange 

would charge for the BATS One Feed 

would not be lower than the cost to a 

vendor of receiving the underlying data 

feeds. The pricing the Exchange would 

charge clients for the BATS One Feed 

compared to the cost of the individual 

data feeds from the BATS Exchanges 

would enable a vendor to receive the 

underlying data feeds and offer a similar 

product on a competitive basis and with 

no greater cost than the Exchange. The 

Distributor Fees that the Exchange 

intends to propose for the BATS One 

Feed would not be less than the 

combined fee of subscribing to each 

individual data feed.55 In addition, the 

Exchange believes that not charging 

External Distributors a Distribution Fee 

during their first three (3) months would 

not impede a vendor from creating a 

competing product. Specifically, a 

vendor seeking to create the BATS One 

Summary Feed could do so by 

subscribing to EDGX Top, EDGX Last 

Sale, EDGA Top, EDGA Last Sale, BZX 

Top, BZX Last Sale, BYX Top and BYX 

Last Sale, all of which are either free or 

also include a New External Distributor 

Credit identical to that proposed for the 

BATS One Summary Feed. As a result, 

a competing vendor would incur similar 

costs as the Exchange in offering such 

free period and offer a competing 

product on a similar basis as the 

Exchange. 

The Exchange further believes that its 

proposed monthly Data Consolidation 

Fee would be pro-competitive because it 

is identical to a similar fee charged by 

the NYSE for its BQT feed and a vendor 

could create a competing product, 

perform a similar aggregating and 

consolidating function, and similarly 

charge for such service. The Exchange 

notes that a competing vendor might 

engage in a different analysis of 

assessing the cost of a competing 

product. The Exchanges believes that 

the incremental cost to a particular 

vendor for aggregation can be supported 

by the vendor’s revenue opportunity 

and may be inconsequential if such 

vendor already has systems in place to 

perform these functions as part of 

creating its proprietary market data 

products and is able to allocate these 

costs over numerous products and 

customer relationships. For these 

reasons, the Exchange believes the 

proposed pricing, including the New 

External Distributor Fee Credit, would 

enable a vendor to create a competing 

product based on the individual data 

feeds and charge its clients a fee that it 

believes reflects the value of the 

aggregation and consolidation function 

that is competitive with BATS One Feed 

pricing. 

Finally, the Exchange notes that there 

is already actual competition for 

products similar to the BATS One Feed. 

The NYSE offers BQT which provides 

BBO and last sale information for the 

NYSE, NYSE Arca Equities, Inc. and 

NYSE MKT LLC.56 Nasdaq already 

offers Nasdaq Basic, a filed market data 

product, and through its affiliate, offers 

NLS Plus which provides a unified view 


tkelley on DSK3SPTVN1PROD with NOTICES
Federal Register / Vol. 80, No. 36 / Tuesday, February 24, 2015 / Notices 9801 

57 Id. 

58 15 U.S.C. 78s(b)(3)(A)(ii). 

59 17 CFR 240.19b–4(f)(2). 60 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). 

4 17 CFR 240.19b–4(f)(6)(iii). 

of last sale information similar to the 

BATS One Feed.57 The existence of 

these competing data products 

demonstrates that there is ample, 

existing competition for products such 

as the BATS One Feed and the fees 

associated by such products is 

constrained by competition. 

In establishing the proposed fees, the 

Exchange considered the 

competitiveness of the market for 

proprietary data and all of the 

implications of that competition. The 

Exchange believes that it has considered 

all relevant factors and has not 

considered irrelevant factors in order to 

establish fair, reasonable, and not 

unreasonably discriminatory fees and an 

equitable allocation of fees among all 

users. The existence of alternatives to 

the BATS One Feed, including the 

existing underlying feeds, consolidated 

data, and proprietary data from other 

sources, ensures that the Exchange 

cannot set unreasonable fees, or fees 

that are unreasonably discriminatory, 

when vendors and subscribers can elect 

these alternatives or choose not to 

purchase a specific proprietary data 

product if its cost to purchase is not 

justified by the returns any particular 

vendor or subscriber would achieve 

through the purchase. 

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 written comments on the 

proposed rule change. 

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)(ii) of the Act 58 and 

paragraph (f)(2) of Rule 19b–4 

thereunder.59 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– 

BYX–2015–09 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–BYX–2015–09. 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 BYX. 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–BYX– 

2015–09 and should be submitted on or 

before March 17, 2015. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.60

Brent J. Fields, 

Secretary. 

[FR Doc. 2015–03655 Filed 2–23–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–74295; File No. SR–EDGA– 

2015–11] 

Self-Regulatory Organizations; EDGA 

Exchange, Inc.; Notice of Filing and 

Immediate Effectiveness of a Proposed 

Rule Change To Amend Rule 8.15 

Entitled ‘‘Imposition of Fines for Minor 

Violation(s) of Rules’’ 

February 18, 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 

5, 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 and II 

below, which Items have been prepared 

by the Exchange. The Exchange has 

designated this proposal as a ‘‘noncontroversial’’ proposed rule change 

pursuant to Section 19(b)(3)(A) of the 

Act 3 and Rule 19b–4(f)(6)(iii) 

thereunder,4 which renders it 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 Rule 8.15 entitled ‘‘Imposition of 

Fines for Minor Violation(s) of Rules.’’ 

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. 


tkelley on DSK3SPTVN1PROD with NOTICES