
[Federal Register Volume 76, Number 201 (Tuesday, October 18, 2011)]
[Notices]
[Pages 64404-64406]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2011-26859]


-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-65542; File No. SR-EDGA-2011-32]


Self-Regulatory Organizations; EDGA Exchange, Inc.; Notice of 
Filing and Immediate Effectiveness of Proposed Rule Change Relating To 
Amendments to the EDGA Exchange, Inc. Fee Schedule

October 12, 2011.
    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 September 30, 2011, the EDGA Exchange, Inc. (the ``Exchange'' 
or the ``EDGA'') filed with the Securities and Exchange Commission 
(``Commission'') the proposed rule change as described in Items I, II, 
and III below, which items have been prepared by the self-regulatory 
organization. The Commission is publishing this notice to solicit 
comments on the proposed rule change from interested persons.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------

I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to amend its fees and rebates applicable to 
Members \3\ of the Exchange pursuant to EDGA Rule 15.1(a) and (c). All 
of the changes described herein are applicable to EDGA Members. The 
text of the proposed rule change is available on the Exchange's 
Internet Web site at http://www.directedge.com.
---------------------------------------------------------------------------

    \3\ A Member is any registered broker or dealer, or any person 
associated with a registered broker or dealer, that has been 
admitted to membership in the Exchange.
---------------------------------------------------------------------------

II. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, the self-regulatory organization 
included statements concerning the purpose of, and basis for, the 
proposed rule change and discussed any comments it received on the 
proposed rule change. The text of these statements may be examined at 
the places specified in Item IV below. The self-regulatory organization 
has prepared summaries, set forth in sections A, B and C below, of the 
most significant aspects of such statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

Purpose
    The Exchange proposes to decrease its rebate from $0.0005 per share 
to $0.0004 per share for adding liquidity and increase its charge from 
$0.0006 per share to $0.0007 per share for removing liquidity. In the 
Exchange's fee schedule, these modifications are reflected in Flags B, 
V, Y, 3 and 4, where liquidity is added, and Flags N, W and 6, where 
liquidity is removed. The Exchange proposes to increase its charge for 
customer internalization in Flag E from $0.0001 per share, per side, to 
$0.00015 per share per side, to move in lockstep with the proposed 
maker/taker fee spread of $0.0003.
    The Exchange proposes to add a new tier that provides if a Member, 
on a daily basis, measured monthly, posts more than 1% of the Total 
Consolidated Volume (``TCV'') in average daily volume, then the Member 
will receive a rebate of $0.0005 per share, which is reflected in the 
language in footnote 4. The Exchange proposes to add footnote 4 next to 
Flags B, V, Y, 3 and 4 to clarify that these flags count towards the 
tier.
    The Exchange proposes to add the RR Flag for orders that are routed 
to the EDGX Exchange, Inc. (``EDGX'') and remove liquidity using 
routing strategies IOCX and IOCT, as defined in Exchange Rules Exchange 
Rules 11.9(b)(3)(l) and (m). The Exchange proposes to assess a charge 
of $0.0029 per share to account for the pass-through of the proposed 
EDGX fee for removing liquidity.

[[Page 64405]]

    The Exchange proposes to decrease the charge assessed for removing 
liquidity for orders that are routed to the EDGX from $0.0030 per share 
to $0.0029 per share to reflect the reduction in EDGX's fee for 
removing liquidity. In the Exchange's fee schedule, this modification 
is reflected in the I Flag.
    The Exchange proposes to eliminate the FIX (ECN Translator) \4\ 
logical port fee effective as of October 1, 2011, as the ECN Translator 
is no longer being used by its Members and non-members.\5\
---------------------------------------------------------------------------

    \4\ The ECN Translator allows a Member or non-member who 
previously connected to Direct Edge's ECN to be re-directed 
automatically to EDGA Exchange, Inc. It can only be accessed through 
a FIX port.
    \5\ Members were notified on May 3, 2011 that the ECN Translator 
ports would no longer be available as of August 1, 2011.
---------------------------------------------------------------------------

    The Exchange also proposes to make technical amendments to the 
membership fee table included in the fee schedule to eliminate the word 
``proposed'' since these fees were effective on September 1, 2011 \6\ 
and add the word ``will'' to footnote 3.
---------------------------------------------------------------------------

    \6\ See Securities Exchange Act Release No. 34-65188 (August 24, 
2011), 76 FR 53988 (August 30, 2011) (SR-EDGA-2011-27).
---------------------------------------------------------------------------

    The Exchange proposes to implement these amendments to its fee 
schedule on October 1, 2011.
Basis
    The Exchange believes that the proposed rule change is consistent 
with the objectives of Section 6 of the Act,\7\ in general, and 
furthers the objectives of Section 6(b)(4),\8\ 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.
---------------------------------------------------------------------------

    \7\ 15 U.S.C. 78f.
    \8\ 15 U.S.C. 78f(b)(4).
---------------------------------------------------------------------------

    The Exchange's proposal to decrease its rebate from $0.0005 per 
share to $0.0004 per share for adding liquidity and increase it charge 
from $0.0006 to $0.0007 per share for removing liquidity is designed to 
allow the Exchange to compete with other market centers. The Exchange 
believes the proposed maker/taker fee spread of $0.0002 or $0.0003, 
depending on if a tier is met (proposed footnote 4), is reasonable as 
the proposed maker/taker spread is competitive with other market 
centers maker/taker spreads (BATS BZX Exchange, 0-$0.0004 per share), 
Nasdaq OMX PSX ($.0001-$.0003 per share), and Nasdaq BX ($0.0001-
$0.0013) [sic] per share). In addition, the Exchange proposes to 
increase its charge for customer internalization in Flag E from $0.0001 
per share, per side, to $0.00015 per share per side, to move in 
lockstep with the proposed maker/taker fee spread of $0.0003. In 
addition, the increased revenue to the Exchange from the rate increase/
decreased [sic] rebate would allow the Exchange to have additional 
revenue to offset administrative and infrastructure costs. The Exchange 
believes that the proposed rate is non-discriminatory in that it 
applies uniformly to all Members.
    The Exchange's proposal to create a tier to provide an increased 
rebate of $0.0005 per share if Members post more than 1% of the TCV in 
average daily volume is designed to incentivize Members to route to 
EDGA and thereby, increase volume on EDGA. Such increased volume 
increases potential revenue to the Exchange, and would allow the 
Exchange to spread its administrative and infrastructure costs over a 
greater number of shares, leading to lower per share costs. These lower 
per share costs would allow the Exchange to pass on the savings to 
Members in the form of an increased rebate of $0.0005 per share. The 
increased liquidity also benefits all investors by deepening EDGA's 
liquidity pool, supporting the quality of price discovery, promoting 
market transparency and improving investor protection. Volume-based 
discounts such as the increase in rebate proposed herein have been 
widely adopted in the cash equities markets and provide discounts that 
are reasonably related to the value to an exchange's market quality 
associated with higher levels of market activity, such as higher levels 
of liquidity provision and introduction of higher volumes of orders 
into the price and volume discovery processes. The Exchange believes 
that the proposed increased rebate is non-discriminatory in that it 
applies uniformly to all Members.
    The Exchange believes that the proposed charge associated with the 
RR flag ($0.0029 per share) represents an equitable allocation of 
reasonable dues, fees, and other charges since it reflects a pass 
through of the proposed EDGX fee for removing liquidity of $0.0029 per 
share. The RR Flag will only apply to orders incorporating routing 
strategies IOCX or IOCT, which are the Exchange's only two routing 
strategies that solely sweep EDGA and then route the balance of the 
order to EDGX. The RR Flag differs from the I Flag because the RR Flag 
is the result of two routing strategies that target EDGA, and the I 
Flag is the result of multiple routing strategies that execute at EDGA 
amongst other destinations. In addition, the Exchange believes the 
resulting effect of the RR Flag is consistent with similar strategies 
that solely target one other away exchange such as ROBA, ROBY and ROPA 
(and also pass on the removal rate of those respective exchange), 
pursuant to Exchange Rules 11.9(b)(3)(e), 11.9(b)(3)(g) and 
11.9(b)(3)(k). EDGA believes that it is reasonable and equitable to 
pass on these fees to its members. The Exchange believes that the 
proposed charge is non-discriminatory in that it applies uniformly to 
all Members.
    The Exchange believes that the proposed charge associated with the 
I flag ($0.0029 per share) represents an equitable allocation of 
reasonable dues, fees, and other charges since it reflects a pass 
through of the proposed EDGX fee for removing liquidity of $0.0029 per 
share. EDGA believes that it is reasonable and equitable to pass on 
these fees to its members. The Exchange believes that the proposed 
charge is non-discriminatory in that it applies uniformly to all 
Members.
    The Exchange believes that the proposed elimination of the FIX (ECN 
Translator) logical port fee represents an equitable allocation of 
reasonable dues, fees, and other charges as the ECN Translator is no 
longer used by any Members and therefore, its elimination will not 
impact any Members. The proposed elimination of the fee also provides 
more simplicity to the fee schedule.
    The Exchange also notes that it operates in a highly competitive 
market in which market participants can readily direct order flow to 
competing venues if they deem fee levels at a particular venue to be 
excessive. The proposed rule change reflects a competitive pricing 
structure designed to incent market participants to direct their order 
flow to the Exchange. The Exchange believes that the proposed rates are 
equitable and non-discriminatory in that they apply uniformly to all 
Members. The Exchange believes the fees and credits remain competitive 
with those charged by other venues and therefore continue to be 
reasonable and equitably allocated to Members.

B. Self-Regulatory Organization's Statement on Burden on Competition

    The proposed rule change does not impose any burden on competition 
that is not necessary or appropriate in furtherance of the purposes of 
the Act.

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants or Others

    The Exchange has not solicited, and does not intend to solicit, 
comments on this proposed rule change. The Exchange has not received 
any

[[Page 64406]]

unsolicited written comments from members or other interested parties.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    The foregoing rule change has become effective pursuant to Section 
19(b)(3) [sic] of the Act \9\ and Rule 19b-4(f)(2) \10\ thereunder. At 
any time within 60 days of the filing of such 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.
---------------------------------------------------------------------------

    \9\ 15 U.S.C. 78s(b)(3)(A).
    \10\ 17 CFR 19b-4(f)(2).
---------------------------------------------------------------------------

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 E-mail to rule-comments@sec.gov. Please include 
File Number SR-EDGA-2011-32 on the subject line.

Paper Comments

     Send paper comments in triplicate to Elizabeth M. Murphy, 
Secretary, Securities and Exchange Commission, 100 F Street, NE., 
Washington, DC 20549-1090.

All submissions should refer to File Number SR-EDGA-2011-32. This file 
number should be included on the subject line if e-mail 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 
a.m. and 3 p.m. Copies of the filing also will be available for 
inspection and copying at the principal office of the Exchange. All 
comments received will be posted without change; the Commission does 
not edit personal identifying information from submissions. You should 
submit only information that you wish to make available publicly. All 
submissions should refer to File Number SR-EDGA-2011-32 and should be 
submitted on or before November 8, 2011.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\11\
---------------------------------------------------------------------------

    \11\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Elizabeth M. Murphy,
Secretary.
[FR Doc. 2011-26859 Filed 10-17-11; 8:45 am]
BILLING CODE 8011-01-P


