Federal Register / Vol. 79, No. 242 / Wednesday, December 17, 2014 / Notices 75203 

19 15 U.S.C. 78s(b)(3)(A)(ii). 

20 17 CFR 240.19b–4(f)(2). 

21 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.16b–4. 

3CHX Article 1, Rule 2(f)(3) defines ‘‘Round Lot’’ 

as ‘‘an order of 100 shares, unless otherwise 

determined by the Committee on Exchange 

Procedure.’’ 

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 

No written comments were solicited 

or received with respect to 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 19 and 

paragraph (f)(2) of Rule 19b–4 

thereunder.20 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– 

NYSE–2014–64 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–NYSE–2014–64. 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 NYSE. 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–NYSE– 

2014–64 and should be submitted on or 

before January 7, 2015. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.21

Kevin M. O’Neill, 

Deputy Secretary. 

[FR Doc. 2014–29494 Filed 12–16–14; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–73814; File No. SR–CHX– 

2014–19] 

Self-Regulatory Organizations; 

Chicago Stock Exchange, Inc.; Notice 

of Filing and Immediate Effectiveness 

of a Proposed Rule Change to Amend 

the Applicability of Certain Fees and 

Credits Provided Under the Fee 

Schedule 

December 11, 2014. 

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

Securities Exchange Act of 1934 

(‘‘Act’’)1, and Rule 19b–42 thereunder, 

notice is hereby given that on December 

4, 2014, the Chicago Stock Exchange, 

Inc. (‘‘CHX’’ or the ‘‘Exchange’’) 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 selfregulatory organization. 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 

CHX proposes to amend the 

applicability of certain fees and credits 

provided under the Fee Schedule of the 

CHX (‘‘Fee Schedule’’) and to clarify 

other provisions throughout the Fee 

Schedule. The text of this proposed rule 

change is available on the Exchange’s 

Web site at (www.chx.com) and in 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 

CHX included statements concerning 

the purpose of and basis for the 

proposed rule changes 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 

CHX 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 proposes to expand the 

scope of Section E.1 of the Fee Schedule 

to include executions resulting from 

single-sided orders for securities that 

trade in Round Lots of less than 100 

shares.3 Moreover, the Exchange 

proposes to amend various provisions 

throughout the Fee Schedule for 

clarification and stylistic consistency. 

Aside from the proposed amendment of 

the scope of Section E.1, the Exchange 

does not propose to substantively 

modify any other fees, assessments, 

credits or rebates. 

Proposed Elimination of Obsolete 

‘‘Effective’’ and ‘‘Operative’’ Dates and 

Capitalization of Defined Terms 

Initially, the Exchange proposes 

certain non-substantive global 

amendments to the Fee Schedule. 

Specifically, the Exchange proposes to 

delete references to obsolete ‘‘effective’’ 

and ‘‘operative’’ dates throughout the 

Fee Schedule, specifically found under: 

• Sections B through E; 

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75204 Federal Register / Vol. 79, No. 242 / Wednesday, December 17, 2014 / Notices 

4See CHX Article 1, Rule 1(n) defining 

‘‘Institutional Broker;’’ see also CHX Article 1, Rule 

1(ee) defining ‘‘Clearing Participant;’’ see also CHX 

Article 1, Rule 2(f)(3) defining Round Lot; see also 

CHX Article 1, Rule 2(f)(2) defining ‘‘Odd Lot.’’ 

5See CHX Article 1, Rule 2(f)(2). 

6As of the date of this filing, the Exchange 

permits the trading of ten securities in Round Lots 

of less than 100 shares, none of which have a 

primary listing on the Exchange. The Round Lot 

size for a security is determined by the Exchange 

and is identical to the round lot size set by the 

primary listing market. 

7See supra note 5. 

8See supra note 3; see also supra note 6. 

9For example, where there is an execution 

between an incoming buy order submitted as an 

Odd Lot and a resting sell order submitted as a 

Round Lot, the buy side will be assessed fees 

pursuant to Section E.4 and the sell side will be 

given a credit pursuant to Section E.1. 

10CHX Article 1, Rule 2(a)(2) defines ‘‘cross 

order,’’ in pertinent part, as ‘‘an order to buy and 

sell the same security at a specific price better than 

the best bid and offer displayed in the Matching 

System and which would not constitute a tradethrough under Reg NMS (including all applicable 

exceptions and exemptions).’’ 

• Section J; 

• Section L; and 

• Sections O and P. 

Similarly, the Exchange also proposes 

to eliminate obsolete language under 

Section D stating that ‘‘no monthly 

charges will be assessed under this 

section D. for CHX’s Equinix NY4 data 

center location under April 1, 2012.’’ 

Moreover, the Exchange proposes to 

capitalize the terms ‘‘Institutional 

Broker,’’ ‘‘Odd Lot,’’ ‘‘Round Lot’’ and 

‘‘Clearing Participant’’ throughout the 

Fee Schedule as they are defined terms 

under CHX Rules.4 In addition, the 

Exchange proposes to delete the hyphen 

in between certain references to Odd 

Lots because the term, as defined under 

CHX Rules, does not contain a hyphen.5

Specifically, the Exchange proposes to 

amend Section E.1(a), which includes a 

reference to Institutional Brokers; 

Sections E.3 and E.4, which include 

references to Odd Lots; Section E.8(a), 

which includes a reference to Round 

Lot; and Section F.2, which includes 

references to Institutional Broker and 

Clearing Participant. 

Amended Section E.1 

Section E.1 provides liquidity 

removing fees and liquidity providing 

credits for executions resulting from 

‘‘one-sided orders of 100+ shares,’’ 

which describes a Round Lot or more 

for all but a handful of securities 

currently traded on the Exchange.6

Thus, the Exchange does not currently 

apply Section E.1 fees and credits to 

executions resulting from orders in 

securities that trade in Round Lots of 

less than 100 shares. Instead, such 

executions are currently assessed fees 

pursuant to Section E.4, which apply to 

executions resulting from orders 

submitted as Odd Lots.7

In the interest of clarity and 

consistency, the Exchange proposes to 

expand the scope of Section E.1 to apply 

to executions ‘‘resulting from orders 

submitted as at least a Round Lot,’’ 

which would include securities that 

trade in Round Lots of less than 100 

shares.8 To this end, the Exchange 

proposes to amend the headline to 

Section E.1 by deleting the phrase 

‘‘single-sided order’’ and replacing the 

phrase ‘‘(one-sided orders of 100+ 

shares)’’ with the phrase ‘‘resulting from 

single-sided orders submitted as at least 

a Round Lot.’’ Incidentally, the 

proposed headline clarifies that the 

Section E.1 fees and credits are assessed 

based on the size of the contra-side 

orders executed and not the size of the 

execution itself.9 The proposed 

amended headline would state as 

follows: 

Matching System executions resulting 

from single-sided orders submitted as at 

least a Round Lot 

Moreover, the Exchange proposes the 

following clarifying and stylistic 

amendments to Section E.1: 

• In the first full paragraph under 

Section E.1: 

• Replace the phrase ‘‘rebates paid’’ 

with ‘‘credits attributed’’ to be 

consistent with the term ‘‘liquidity 

providing credit’’ utilized in the fees 

and credits chart; 

• delete ‘‘(Executions through an 

Institutional Broker Registered with the 

Exchange Under Article 17 (All 

Sessions)),’’ as the Exchange proposes to 

amend the headline to Section E.3, as 

discussed below; and 

• replace citation to ‘‘Section E.3.a.’’ 

with ‘‘Section E.3(a)’’ to be consistent 

with the existing taxonomical structure 

of the Fee Schedule, as described below 

in the proposed amendments to Section 

E.3. 

Amended Section E.2–E.5 and E.7 

The Exchange proposes to make 

additional clarifying and stylistic 

amendments to Section E. The Exchange 

proposes the following amendments to 

E.2: 

• Amend the headline to Section E.2 

to be stylistically consistent with the 

proposed amended headline to Section 

E.1 and to replace the term ‘‘All 

Sessions’’ with the more descriptive ‘‘all 

trading sessions,’’ which is a phrase 

currently used under the fees and 

credits chart of Section E.1. Thus, the 

proposed amended headline would state 

as follows: 

Matching System executions resulting 

from two-sided orders (cross orders) of 

any number of shares (all trading 

sessions)10

The Exchange proposes the following 

amendments to Section E.3: 

• Amend the headline to be 

stylistically consistent with the 

proposed amended headlines to 

Sections E.1 and E.2. Thus, the 

proposed amended headline would state 

as follows: 

Matching System executions resulting 

from orders submitted by Institutional 

Brokers registered with the Exchange 

under Article 17 (all trading sessions) 

• In the second to last paragraph 

under Section E.3: 

• insert the term ‘‘Section’’ before 

‘‘E.4.,’’ as the current citation is to 

Section E.4, and delete the period after 

‘‘E.4’’; and 

• replace ‘‘see (1) and (2) above’’ with 

the more accurate ‘‘see Sections E.1 and 

E.2 above.’’ 

• Replace paragraph ‘‘a.’’ and ‘‘b.’’ 

with ‘‘(a)’’ and ‘‘(b),’’ respectively, to be 

consistent with the existing taxonomical 

structure of the Fee Schedule, which 

utilizes parentheses to denote all 

subparagraphs under the first paragraph 

denoted by an Arabic numeral. Thus, 

the Exchange also proposes to amend 

Section E.3(b) to replace a citation to 

‘‘Section E.3.a.’’ with ‘‘Section E.3(a).’’ 

• Under Section E.3(a), insert the 

number ‘‘0’’ in front of the period 

within ‘‘$.003/share’’ and after ‘‘3’’ and 

insert the term ‘‘fee’’ after ‘‘$.003/

share,’’ so as to state ‘‘$0.0030/share 

fee.’’ 

• Under Section E.3(b), insert the 

number ‘‘0’’ in front of the period 

within ‘‘$.0007/share’’ and after ‘‘7’’ and 

insert the term ‘‘fee’’ after ‘‘$.0007/

share,’’ so as to state ‘‘$0.00070/share 

fee.’’ 

The Exchange proposes the following 

amendments to Section E.4: 

• Amend the headline to Section E.4 

to be stylistically consistent with the 

proposed amended headlines to 

Sections E.1–3. Thus, the proposed 

amended headline would state as 

follows: 

Matching System executions resulting 

from single-sided orders submitted as 

Odd Lots (all trading sessions) 

• Insert the number ‘‘0’’ in front of 

the period within ‘‘$.0040/share’’ and 

insert the term ‘‘fee’’ after ‘‘$.0040/

share,’’ so as to read ‘‘$0.0040/share 

fee.’’ 

The Exchange proposes to amend the 

headline to Section E.5 to replace ‘‘All 

Sessions’’ with the more descriptive and 

consistent ‘‘all trading sessions.’’ 

The Exchange proposes the following 

amendments to Section E.7: 

• Amend the headline to replace the 

term ‘‘All Sessions’’ with the more 

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Federal Register / Vol. 79, No. 242 / Wednesday, December 17, 2014 / Notices 75205 

11Aside from the Institutional Broker credits 

under Section F.2, Section F.4 does not apply to 

any other credits, fee caps or rebates offered by the 

Exchange. 

12 15 U.S.C. 78f. 

13 15 U.S.C. 78f(b)(1). 

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

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

16 17 CFR 240.19b–4(f)(2). 

descriptive and consistent ‘‘all trading 

sessions.’’ 

• Insert the number ‘‘0’’ in front of 

the period within ‘‘$.003/share’’ and 

after ‘‘3’’ and insert the term ‘‘fee’’ after 

‘‘$.003/share,’’ so as to read ‘‘$0.0030/

share fee.’’ 

Amended Section F 

The Exchange proposes the following 

clarifying and stylistic amendments to 

Section F: 

• Under Section F.2, delete the period 

placed after reference to ‘‘Section E.7’’ 

to be consistent with the current 

taxonomical and related citation 

structure of the Fee Schedule. 

• Under Section F.4, amend obsolete 

citations to various credits that are no 

longer offered by the Exchange. 

Currently, the only credits available 

pursuant to Section F are the 

Institutional Broker credits, described 

under current Section F.2. Thus, the 

Exchange proposes to replace all 

citations to specific paragraphs under 

Section F with citations to ‘‘Section F.2’’ 

only.11

Operative Date 

The Exchange proposes to make all 

changes proposed herein operative 

January 2, 2015. Participants will be 

notified of the proposed changes 

pursuant to a Legal Notice that will be 

issued immediately after this proposed 

rule change is filed. 

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

Section 6(b) of the Act 12 in general, and 

furthers the objectives of Sections 

6(b)(1) 13 and (b)(4) 14 of the Act, in 

particular. Specifically, the proposed 

amended Section E.1 will continue to 

apply equally to all Participants that 

submit single-sided orders to the 

Matching System, in furtherance of 

Sections 6(b)(4), as the proposed rule 

provides for the equitable allocation of 

reasonable dues, fees and other charges 

among members and other persons 

using its facilities. Moreover, the 

Exchange believes that the proposed 

amended Section E.1 simplifies the Fee 

Schedule by applying to executions 

resulting from all Round Lot orders, as 

opposed to merely those that result from 

orders for 100 or more shares, and the 

other amendments to the Fee Schedule 

would provide clarity and stylistic 

consistency to the Fee Schedule, both in 

furtherance of Section 6(b)(1), as the 

proposed rule would better enable the 

Exchange to be so organized 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 

Participants with the provisions of the 

Act, the rules and regulations 

thereunder, and the rules of the 

Exchange. 

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 that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. Given that 

the proposed amendment to Section E.1 

would impact an extremely small 

number of securities traded on the 

Exchange and the proposed clarifying 

and stylistic amendments do not 

substantively modify the Fee Schedule, 

the proposed rule change would have 

no burden on competition. To the 

contrary, the Exchange believes that the 

proposed rule change would promote 

competition by widening the scope of 

executions that would be subject to 

lower fees and eligible for credits and 

providing additional clarity to the Fee 

Schedule. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments were either 

solicited or received. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The foregoing rule change is effective 

upon filing pursuant to Section 

19(b)(3)(A)(ii) of the Act 15 and 

subparagraph(f)(2) of Rule 19b-4 

thereunder 16 because it establishes or 

changes a due, fee or other charge 

imposed by the Exchange. 

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 proposal 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 No. SR– 

CHX–2014–19 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Brent J. Fields, Secretary, Securities 

and Exchange Commission, 100 F Street 

NE., Washington, DC 20549. 

All submissions should refer to File No. 

SR–CHX–2014–19. 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 changes 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 CHX. 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 No. SR–CHX–2014– 

19 and should be submitted on or before 

January 7, 2015. 

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75206 Federal Register / Vol. 79, No. 242 / Wednesday, December 17, 2014 / Notices 

17 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

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

4 17 CFR 240.19b–4(f)(2). 

5A Member is defined as ‘‘any registered broker 

or dealer that has been admitted to membership in 

the Exchange.’’ See Exchange Rule 1.5(n). 

6See Securities Exchange Act Release No. 73411 

(October 23, 2014), 79 FR 64452 (October 29, 2014) 

(SR–BYX–2014–028). 

7See Securities Exchange Act Release No. 73472 

(October 30, 2014), 79 FR 65735 (November 5, 2014) 

(SR–BYX–2014–018). 

8The Exchange notes that this proposed fee is 

$0.0010 less for executions in the opening process 

than on EDGX and the same as executions in the 

opening process on EDGA. 

9 15 U.S.C. 78f. 

10 15 U.S.C. 78f(b)(4) and (5). 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.17

Kevin M. O’Neill, 

Deputy Secretary. 

[FR Doc. 2014–29493 Filed 12–16–14; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–73812; File No. SR–BYX– 

2014–037 

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. 

December 11, 2014. 

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 December 

1, 2014, 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 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 http://www.batstrading.com/, at the 

principal office of the Exchange, and at 

the Commission’s Public Reference 

Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

Exchange included statements 

concerning the purpose of and basis for 

the proposed rule change and discussed 

any comments it received on the 

proposed rule change. The text of these 

statements may be examined at the 

places specified in Item IV below. The 

Exchange has prepared summaries, set 

forth in Sections A, B, and C below, of 

the most significant parts of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to modify its 

fee schedule effective immediately in 

order to adopt pricing for ROOC orders 

and to adopt pricing for orders that 

execute pursuant to Rule 11.23, titled 

‘‘Opening Process.’’ 

ROOC 

The Exchange recently filed a rule 

change to adopt a new routing strategy, 

ROOC, which provides that orders 

entered on the Exchange may be 

designated for participation in the 

opening, re-opening (following a halt 

suspension or pause), or closing process 

(collectively, an ‘‘Auction’’) of a primary 

listing market other than the Exchange 

if received before the opening/reopening/closing time of such market.6

As such, the Exchange proposes to 

adopt pricing related to this new routing 

strategy: the Exchange is proposing to 

charge $0.0015 per share for ROOC 

orders routed and executed in the listing 

market’s opening or re-opening cross 

and charge $0.0010 per share for orders 

routed and executed in the listing 

market’s closing process. 

Opening Process 

The Exchange recently filed and the 

Commission approved a proposed rule 

change to adopt Rule 11.23, establishing 

an opening and re-opening process on 

the Exchange in all securities (the 

‘‘Opening Process’’).7 The Opening 

Process is substantially similar to the 

opening processes on EDGA Exchange, 

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

(‘‘EDGX’’). The Exchange proposes that 

securities executed in the new Opening 

Process will be executed free of charge.8

The Exchange proposes to implement 

the amendments to its fee schedule 

effective immediately. 

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.9

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,10 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 the 

proposed changes to the Exchange’s fee 

schedule to add fees for the ROOC 

routing strategy when routed and 

executed in the listing market’s Auction 

represent a reasonable and equitable 

allocation of fees because they are equal 

to or roughly equivalent to the fees that 

will be charged pursuant to the 

applicable exchange’s fee schedule for 

participation in an Auction. The 

Exchange further believes that the 

proposed fees for ROOC are nondiscriminatory because they apply 

uniformly to all Members and, again, 

because they approximate the fees at the 

away venue. 

The Exchange also believes that its 

proposed pricing for the Opening 

Process is reasonable and equitable 

because the Exchange is proposing for 

executions in the Opening Process to be 

free of charge, which is the same price 

charged on EDGA for participation in its 

analogous opening process and $0.0005 

[sic.] cheaper than such analogous 

opening process on EDGX, as noted 

above. The Exchange also believes that 

the proposal to provide free executions 

in the Opening Process on the Exchange 

is non-discriminatory because such 

proposed pricing would apply 

uniformly to all Members and, again, 

because other venues are providing 

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