Self-Regulatory Organizations; EDGX Exchange, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Rule 12.6 To Conform to FINRA Rule 5320, BATS Rule 12.6 and BATS-Y Rule 12.6 Relating to Trading Ahead of Customer Orders, 18371-18375 [2014-07195]
Download as PDF
Federal Register / Vol. 79, No. 62 / Tuesday, April 1, 2014 / Notices
Paper Comments
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 Exchange has filed the proposed
rule change pursuant to Section
19(b)(3)(A) of the Act 15 and Rule 19b–
4(f)(6) thereunder.16 Because the
proposed rule change does not: (i)
Significantly affect the protection of
investors or the public interest; (ii)
impose any significant burden on
competition; and (iii) become operative
prior to 30 days from the date on which
it was filed, or such shorter time as the
Commission may designate, if
consistent with the protection of
investors and the public interest, the
proposed rule change has become
effective pursuant to Section 19(b)(3)(A)
of the Act 17 and Rule 19b–4(f)(6)
thereunder.18
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.
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 (https://www.sec.gov/
rules/sro.shtml); or
• Send an email to rulecomments@sec.gov. Please include File
Number SR–EDGA–2014–007 on the
subject line.
U.S.C. 78s(b)(3)(A).
CFR 240.19b–4(f)(6).
17 15 U.S.C. 78s(b)(3)(A).
18 17 CFR 240.19b–4(f)(6). In addition, Rule 19b–
4(f)(6) requires the Exchange to give the
Commission written notice of the Exchange’s intent
to file the proposed rule change, along with a brief
description and text of the proposed rule change,
at least five business days prior to the date of filing
of the proposed rule change, or such shorter time
as designated by the Commission. The Exchange
has satisfied this requirement.
• 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–EDGA–2014–007. 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 (https://www.sec.gov/
rules/sro.shtml). Copies of the
submission, all subsequent
amendments, all written statements
with respect to the proposed rule
change that are filed with the
Commission, and all written
communications relating to the
proposed rule change between the
Commission and any person, other than
those that may be withheld from the
public in accordance with the
provisions of 5 U.S.C. 552, will be
available for Web site viewing and
printing in the Commission’s Public
Reference Room, 100 F Street NE.,
Washington, DC 20549, on official
business days between the hours of
10:00 a.m. and 3:00 p.m. Copies of the
filing also will be available for
inspection and copying at the principal
office of the Exchange. All comments
received will be posted without change;
the Commission does not edit personal
identifying information from
submissions. You should submit only
information that you wish to make
available publicly. All submissions
should refer to File Number SR–EDGA–
2014–007 and should be submitted on
or before April 22, 2014.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.19
Kevin M. O’Neill,
Deputy Secretary.
[FR Doc. 2014–07194 Filed 3–31–14; 8:45 am]
BILLING CODE 8011–01–P
15 15
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16 17
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SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–71812; File No. SR–EDGX–
2014–008]
Self-Regulatory Organizations; EDGX
Exchange, Inc.; Notice of Filing and
Immediate Effectiveness of Proposed
Rule Change To Amend Rule 12.6 To
Conform to FINRA Rule 5320, BATS
Rule 12.6 and BATS–Y Rule 12.6
Relating to Trading Ahead of Customer
Orders
March 26, 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 March 21,
2014, EDGX Exchange, Inc. (the
‘‘Exchange’’ or ‘‘EDGX’’) filed with the
Securities and Exchange Commission
(‘‘Commission’’) the proposed rule
change as described in Items I and II
below, which items have been prepared
by the self-regulatory organization. The
Commission is publishing this notice to
solicit comments on the proposed rule
change from interested persons.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The Exchange is filing with the
Commission a proposal to amend Rule
12.6, Customer Priority, to make it
substantially similar to Financial
Industry Regulatory Authority, Inc.
(‘‘FINRA’’) Rule 5320, BATS Exchange,
Inc. (‘‘BATS’’) Rule 12.6 and BATS–Y
Exchange, Inc. (‘‘BYX’’) Rule 12.6. The
text of the proposed rule change is
available on the Exchange’s Internet
Web site at www.directedge.com, at the
Exchange’s principal office, and at the
Public Reference Room of the
Commission.
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.
1 15
19 17
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2 17
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U.S.C. 78s(b)(1).
CFR 240.19b–4.
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A. Self-Regulatory Organization’s
Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule
Change
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1. Purpose
The Exchange proposes to amend
Rule 12.6, which limits trading ahead of
customer orders by Members,3 to make
the rule substantially similar to FINRA
Rule 5320,4 BATS Rule 12.6 and BYX
Rule 12.6.5
On January 31, 2014, Direct Edge
Holdings LLC (‘‘DE Holdings’’), the
former parent company of the Exchange,
completed its business combination
with BATS Global Markets, Inc., the
parent company of BATS and BYX.6 As
part of its effort to reduce regulatory
duplication and relieve firms that are
members of the Exchange, BATS, and
BYX of conflicting or unnecessary
regulatory burdens, the Exchange is now
engaged in the process of reviewing and
amending certain Exchange, BATS, and
BYX Rules.
In addition, pursuant to Rule 17d–2
under the Act,7 the Exchange and
FINRA entered into an agreement to
allocate regulatory responsibility for
common rules (the ‘‘17d–2
Agreement’’). The 17d–2 Agreement
covers common members of the
Exchange and FINRA and allocates to
FINRA regulatory responsibility, with
respect to common members, for the
following: (i) examination of common
members of the Exchange and FINRA
for compliance with federal securities
laws, rules and regulations and rules of
the Exchange that the Exchange has
certified as identical or substantially
similar to FINRA rules; (ii) investigation
of common members of EDGX and
FINRA for violations of federal
3 The term ‘‘Member’’ is defined as ‘‘any
registered broker or dealer, or any person associated
with a registered broker or dealer, that has been
admitted to membership in the Exchange. A
Member will have the status of a ‘‘member’’ of the
Exchange as that term is defined in Section 3(a)(3)
of the Act.’’ See Exchange Rule 1.5(n).
4 See Securities Exchange Act Release No. 63895
(February 11, 2011), 76 FR 9386 (February 17, 2011)
(SR–FINRA–2009–090).
5 See Securities Exchange Act Release No. 70952
(November 27, 2013), 78 FR 72949 (December 4,
2013) (SR–BATS–2013–056) (order approving
proposal to amend BATS Rule 12.6); see also
Securities Exchange Act Release No. 70951
(November 27, 2013), 78 FR 72944 (December 4,
2013) (SR–BYX–2013–036) (order approving
proposal to amend Rule 12.6).
6 See Securities Exchange Act Release No. 71449
(January 30, 2014), 79 FR 6961 (February 5, 2014)
(SR–EDGX–2013–43). Upon completion of the
Combination, DE Holdings and BATS Global
Markets, Inc. 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.’’
7 17 CFR 240.17d–2.
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16:02 Mar 31, 2014
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securities laws, rules or regulations, or
Exchange rules that the Exchange has
certified as identical or substantially
identical to a FINRA rule; and (iii)
enforcement of compliance by common
members with the federal securities
laws, rules and regulations, and the
rules of the Exchange that the Exchange
has certified as identical or substantially
similar to FINRA rules.8 The 17d–2
Agreement included a certification by
the Exchange that states that the
requirements contained in certain
Exchange rules are identical to, or
substantially similar to, certain FINRA
rules that have been identified as
comparable.
To conform to comparable FINRA
rules for purposes of the 17d–2
Agreement, as well as BATS and BYX
rules for purposes of its harmonization
efforts due to its business combination,
the Exchange proposes to amend Rule
12.6, Customer Priority, to align with
FINRA Rule 5320, BATS Rule 12.6, and
BYX Rule 12.6.
As with FINRA Rule 5320, BATS Rule
12.6 and BYX Rule 12.6, amended Rule
12.6 would prohibit Members from
trading ahead of customer orders,
subject to specified exceptions. The
amended rule would include exceptions
for large orders and institutional
accounts, proprietary transactions
effected by a trading unit of a Member
with no knowledge of customer orders
held by another trading unit of the
Member, riskless principal transactions,
intermarket sweep orders (‘‘ISOs’’), and
odd lot and bona fide error transactions,
discussed in detail below. Amended
Rule 12.6 would also provide the same
guidance as FINRA Rule 5320, BATS
Rule 12.6 and BYX Rule 12.6, on
minimum price improvement standards,
order handling procedures, and trading
outside normal market hours.
Background
Current Rule 12.6, the customer order
protection rule, generally prohibits
Members from trading on a proprietary
basis ahead of, or along with, customer
orders that are executable at the same
price as the proprietary order. The rule
contains several exceptions that make it
permissible for a Member to enter a
proprietary order while representing a
customer order that could be executed
at the same price, including permitting
transactions for the purposes of
facilitating the execution, on a riskless
principal basis, of one or more customer
orders.
8 See Securities Exchange Act Release No. 61698
(March 12, 2010), 75 FR 13151 (March 18, 2010)
(approving File No. 10–196).
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Proposal to Adopt Text of FINRA Rule
5320, BATS Rule 12.6 and BYX Rule
12.6
To harmonize its rules with FINRA,
BATS, and BYX, the Exchange proposes
to delete the current text of Rule 12.6
and its supplementary material and
adopt the text and supplementary
material of FINRA Rule 5320, with
certain technical changes, as Rule 12.6.
The proposed text of proposed Rule 12.6
would be identical to the text of BATS
Rule 12.6 and BYX Rule 12.6. FINRA
Rule 5320, BATS Rule 12.6, and BYX
Rule 12.6 generally provide that a
member that accepts and holds an order
in an equity security from its own
customer, or a customer of another
broker-dealer, without immediately
executing the order is prohibited from
trading that security on the same side of
the market for its own account at a price
that would satisfy the customer order,
unless it immediately thereafter
executes the customer order up to the
size and at the same or better price at
which it traded for its own account.
Exceptions
Amended Rule 12.6 would include
exceptions to the prohibition against
trading ahead of customer orders. That
is, a Member that meets the conditions
of an exception would be permitted to
trade a security on the same side of the
market for its own account at a price
that would satisfy a customer order in
certain circumstances. The exceptions
are set out below.
Large Orders and Institutional Accounts
One exception would permit a
Member to negotiate terms and
conditions with respect to the
acceptance of certain large-sized orders
(orders of 10,000 shares or more unless
such orders are less than $100,000 in
value) or orders from institutional
accounts. The term ‘‘institutional
account’’ will be defined in accordance
with FINRA Rule 4512(c) and
Interpretation and Policy .01 under both
BATS and BYX Rules 12.6. That is, an
institutional account will be defined as
the account of: (1) A bank, savings and
loan association, insurance company or
registered investment company; (2) an
investment adviser registered either
with the SEC under Section 203 of the
Investment Advisers Act or with a state
securities commission (or any agency or
office performing like functions); or (3)
any other person (whether a natural
person, corporation, partnership, trust
or otherwise) with total assets of at least
$50 million. This exception would
require the Member to provide clear and
comprehensive written disclosure to
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each customer at account opening and
annually thereafter that: (a) States that
the Member may trade proprietarily at
prices that would satisfy the customer
order, and (b) provides the customer
with a meaningful opportunity to opt in
to the Rule 12.6 protections with respect
to all or any portion of its order. If a
customer does not opt in to the
protections with respect to all or any
portion of its order, the Member may
reasonably conclude that such customer
has consented to the Member trading a
security on the same side of the market
for its own account at a price that would
satisfy the customer’s order.9
In lieu of providing written disclosure
to customers at account opening and
annually thereafter, the proposed rule
would permit Members to provide clear
and comprehensive oral disclosure to,
and obtain consent from, a customer on
an order-by-order basis. The Member
would be required to document who
provided such consent and that such
consent evidences the customer’s
understanding of the terms and
conditions of the order. If a customer
opted in to the Rule 12.6 protections, a
Member could still obtain consent on an
order-by-order basis to trade ahead of or
along with an order from that customer,
provided that the Member documented
who provided such consent and that
such consent evidenced the customer’s
understanding of the terms and
conditions of the order.
No-Knowledge Exception
The Exchange is also proposing to
include in Interpretation and Policy .02
a ‘‘no-knowledge’’ exception to its
customer order protection rule. The
proposed exception would allow one
trading unit of a Member to trade in a
proprietary capacity and at prices that
would satisfy customer orders held by
another, separate trading unit of the
Member. The No-Knowledge Exception
would be applicable with respect to
NMS stocks, as defined in Rule 600 of
Regulation NMS under the Act.
To avail itself of the No-Knowledge
Exception, a Member would be required
to meet certain conditions. First, it
would have to implement and utilize an
effective system of internal controls
(such as appropriate information
barriers) that operate to prevent the
proprietary trading unit from obtaining
knowledge of the customer orders held
by a separate trading unit. As proposed,
Interpretation and Policy .02 will make
9 A customer would retain the right to withdraw
consent at any time. Therefore, a Member’s
reasonable conclusion that a customer has
consented to the Member trading along with such
customer’s order is subject to further instruction
and modification from the customer.
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16:02 Mar 31, 2014
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clear that appropriate information
barriers must, at a minimum, comply
with the Exchange’s existing
requirements regarding the prevention
of the misuse of material, non-public
information, which are set forth in
Exchange Rule 5.5. Second, the Member
would have to provide, at account
opening and annually thereafter, a
written description of how it handles
customer orders and the circumstances
under which it may trade proprietarily,
including in a market-making capacity,
at prices that would satisfy the customer
order. A Member must maintain records
indicating which orders rely on the noknowledge exception and produce these
records to the Exchange upon request.
The onus will be on the Member to
produce sufficient documentation
justifying reliance on the No-Knowledge
exception for any given trade. To ensure
clarity and transparency regarding this
exception and others, the Exchange will
be issuing a regulatory notice informing
Members of these proposed rule
changes. The Exchange will include in
the regulatory notice the effective date
for the rule as amended, which shall be
at least 30 days after the effectiveness of
the amendments to Rule 12.6 in order to
allow Members to make any necessary
changes to their internal policies or
processes.
Riskless Principal Exception
Amended Rule 12.6 would not apply
to a proprietary trade made by the
Member to facilitate the execution, on a
riskless principal basis, of another order
from a customer (whether its own
customer or the customer of another
broker-dealer). To take advantage of this
exception, the Member would have to:
(a) Submit a report, contemporaneously
with the execution of the facilitated
order, identifying the trade as riskless
principal to the Exchange, and (b) have
written policies and procedures to
ensure that riskless principal
transactions relied upon for this
exception comply with applicable
Exchange rules. At a minimum, these
policies and procedures would have to
require: (1) receipt of the customer order
before execution of the offsetting
principal transaction, and (2) execution
of the offsetting principal transaction at
the same price as the customer order,
exclusive of any markup or markdown,
commission equivalent, or other fee and
allocation to a riskless principal or
customer account in a consistent
manner and within 60 seconds of
execution.
Members would have to have
supervisory systems in place that
produce records that enable the Member
and the Exchange to reconstruct
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18373
accurately, readily, and in a timesequenced manner all orders on which
the Member relies in claiming this
exception.
ISO Exception
The proposed rule change would also
exempt a Member from the obligation to
execute a customer order in a manner
consistent with Rule 12.6 with regard to
trading for its own account when the
Member routed an ISO in compliance
with Rule 600(b)(30)(ii) of Regulation
NMS if the customer order is received
after the Member routed the ISO. If a
Member routes an ISO to facilitate a
customer order, and that customer has
consented to not receiving the better
prices obtained by the ISO, the Member
would also be exempt with respect to
any trading for its own account that is
the result of the ISO as it pertains to the
consenting customer’s order.
Odd Lot and Bona Fide Error Exception
The Exchange proposes to except a
Member’s proprietary trade that: (1) To
offset a customer order that is an
amount less than a normal unit of
trading (i.e., an order less than one
round lot, which is typically 100
shares), or (2) corrects a bona fide error.
With respect to bona fide errors, the
Member would be required to
demonstrate and document the basis
upon which a transaction meets the
bona fide error exception. For purposes
of this proposed Rule, the Exchange will
adopt the definition of ‘‘bona fide error’’
found in Regulation NMS’s exemption
for error correction transactions.10 Thus,
a bona fide error is:
(i) The inaccurate conveyance or execution
of any term of an order including, but not
limited to, price, number of shares or other
unit of trading; identification of the security;
identification of the account for which
securities are purchased or sold; lost or
otherwise misplaced order tickets; short sales
that were instead sold long or vice versa; or
the execution of an order on the wrong side
of a market; (ii) the unauthorized or
unintended purchase sale or allocation of
securities or the failure to follow specific
client instructions; (iii) the incorrect entry of
data into relevant systems, including reliance
on incorrect cash positions, withdrawals, or
securities positions reflected in an account;
or (iv) a delay, outage, or failure of a
communication system used to transmit
market data prices or to facilitate the delivery
or execution of an order.11
10 Securities Exchange Act Release No. 55884
(June 8, 2007), 72 FR 32926, 32927 (June 14, 2007)
(Order Exempting Certain Error Correction
Transactions from Rule 611 of Regulation NMS
under the Securities Exchange Act of 1934).
11 Id.
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Minimum Price Improvement Standards
The proposed rule change establishes
the minimum amount of price
improvement necessary for a Member to
execute an order on a proprietary basis
when holding an unexecuted limit order
in that same security without being
required to execute the held limit order.
In addition, if the minimum price
improvement standards set forth in
proposed Interpretation and Policy .06,
paragraphs (a) through (g) would trigger
the protection of a pending customer
limit order, any better-priced customer
limit order(s) must also be protected
under this Rule, even if those betterpriced limit orders would not be
directly triggered under these minimum
price improvement standards.
Order Handling Procedures
The proposed rule change provides
that a Member must make every effort
to execute a marketable customer order
that it receives fully and promptly. A
Member holding a marketable customer
order that has not been immediately
executed would have to make every
effort to cross such order with any other
order received by the Member on the
other side of the market, up to the size
of such order at a price that is no less
than the best bid and no greater than the
best offer at the time that the subsequent
order is received by the Member and
that is consistent with the terms of the
orders. If a Member were holding
multiple orders on both sides of the
market that have not been executed, the
Member would have to make every
effort to cross or otherwise execute such
orders in a manner reasonable and
consistent with the objectives of the
proposed Rule and with the terms of the
orders. A Member could satisfy the
crossing requirement by
contemporaneously buying from the
seller and selling to the buyer at the
same price.
mstockstill on DSK4VPTVN1PROD with NOTICES
Trading Outside Normal Market Hours
Under the proposed amendments to
Rule 12.6, a Member generally could
limit the life of a customer order to the
period of normal market hours of 9:30
a.m. to 4:00 p.m. Eastern Time.
However, if the customer and Member
agreed to the processing of the
customer’s order outside normal market
hours, the protections of amended Rule
12.6 would apply to that customer’s
order at all times the customer order is
executable by the Member.
Statutory Basis
16:02 Mar 31, 2014
B. Self-Regulatory Organization’s
Statement on Burden on Competition
The Exchange does not believe that
the proposed rule change will impose
any burden on competition not
necessary or appropriate in furtherance
of the purposes of the Act. To the
contrary, the Exchange believes that the
proposal enhances cooperation among
markets and other trading venues to
promote fair and orderly markets and to
protect the interests of the public and of
investors. Specifically, by aligning the
Exchange’s customer protection rules
with those of FINRA, BATS, BYX and
other exchanges,14 the proposed rule
12 15
The Exchange believes that its
proposal is consistent with Section 6(b)
VerDate Mar<15>2010
of the Act 12 in general, and furthers the
objectives of Section 6(b)(5) of the Act 13
in particular, in that it is designed to
promote just and equitable principles of
trade, to foster cooperation and
coordination with persons engaged in
facilitating transactions in securities, to
remove impediments to and perfect the
mechanism of a free and open market
and a national market system and, in
general, to protect investors and the
public interest. The Exchange believes
that amending the rule to conform to
FINRA Rule 5320, BATS Rule 12.6 and
BYX Rule 12.6 will contribute to
investor protection by defining
important parameters by which
Members must abide when trading
proprietarily while holding customer
limit and market orders, and foster
cooperation by harmonizing
requirements across self-regulatory
organizations. The Exchange also
believes that including this rule will
reinforce the importance of and ensure
that Members are aware of these
requirements.
Members who are also members of
FINRA, BATS, or BYX are subject to
different regulatory standards when
seeking to comply with applicable rules
regarding customer protection. The
Exchange believes that the proposed
rule change will provide greater
harmonization between similar
Exchange and FINRA, BATS, and BYX
rules, resulting in greater uniformity
and, less burdensome and more efficient
regulatory compliance for common
members. As such, the proposed rule
change would foster cooperation and
coordination with persons engaged in
facilitating transactions in securities and
would remove impediments to and
perfect the mechanism of a free and
open market and a national market
system.
Jkt 232001
U.S.C. 78f(b).
U.S.C. 78f(b)(5).
14 See, e.g., Securities Exchange Act Release No.
64418 (May 6, 2011), 76 FR 27735 (May 12, 2011)
13 15
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Sfmt 4703
change will reduce the complexity of
the customer order protection rules for
those Members that are also subject to
the customer order protection rules of
FINRA and other exchanges. As a result,
the proposed rule will help assure the
protection of customer orders without
imposing undue regulatory costs on
industry participants. In addition, the
proposed rule change is not designed to
address any competitive issues but
rather is designed to provide greater
harmonization among similar Exchange
and FINRA rules, resulting in less
burdensome and more efficient
regulatory compliance for common
members and facilitating FINRA’s
performance of its regulatory functions
under the 17d–2 Agreement.
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 Exchange has filed the proposed
rule change pursuant to Section
19(b)(3)(A) of the Act 15 and Rule 19b–
4(f)(6) thereunder.16 Because the
proposed rule change does not: (i)
Significantly affect the protection of
investors or the public interest; (ii)
impose any significant burden on
competition; and (iii) become operative
prior to 30 days from the date on which
it was filed, or such shorter time as the
Commission may designate, if
consistent with the protection of
investors and the public interest, the
proposed rule change has become
effective pursuant to Section 19(b)(3)(A)
of the Act 17 and Rule 19b–4(f)(6)
thereunder.18
(SR–CHX–2011–08) (notice of filing and immediate
effectiveness of proposed rule change of Chicago
Stock Exchange, Inc. to adopt customer order
protection language consistent with FINRA Rule
5320); Securities Exchange Act Release No. 65165
(August 18, 2011), 76 FR 53009 (August 24, 2011)
(SR–NYSEAmex–2011–59) (notice of filing and
immediate effectiveness of proposed rule change of
NYSE Amex LLC (now known as NYSE MKT LLC)
to adopt customer order protection language that is
substantially the same as FINRA Rule 5320); and
Securities Exchange Act Release No. 65166 (August
18, 2011), 76 FR 53012 (August 24, 2011) (SR–
NYSEArca–2011–57) (notice of filing and
immediate effectiveness of proposed rule change of
NYSE Arca, Inc. to adopt customer order protection
language that is substantially the same as FINRA
Rule 5320).
15 15 U.S.C. 78s(b)(3)(A).
16 17 CFR 240.19b–4(f)(6).
17 15 U.S.C. 78s(b)(3)(A).
18 17 CFR 240.19b–4(f)(6). In addition, Rule 19b–
4(f)(6) requires the Exchange to give the
E:\FR\FM\01APN1.SGM
01APN1
Federal Register / Vol. 79, No. 62 / Tuesday, April 1, 2014 / Notices
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.
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–EDGX–
2014–008 and should be submitted on
or before April 22, 2014.
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:
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.19
Kevin M. O’Neill,
Deputy Secretary.
mstockstill on DSK4VPTVN1PROD with NOTICES
Electronic Comments
• Use the Commission’s Internet
comment form (https://www.sec.gov/
rules/sro.shtml); or
• Send an email to rule-comments@
sec.gov. Please include File Number SR–
EDGX–2014–008 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–EDGX–2014–008. 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 (https://www.sec.gov/
rules/sro.shtml). Copies of the
submission, all subsequent
amendments, all written statements
with respect to the proposed rule
change that are filed with the
Commission, and all written
communications relating to the
proposed rule change between the
Commission and any person, other than
those that may be withheld from the
public in accordance with the
provisions of 5 U.S.C. 552, will be
available for Web site viewing and
printing in the Commission’s Public
Reference Room, 100 F Street NE.,
Washington, DC 20549, on official
business days between the hours of
10:00 a.m. and 3:00 p.m. Copies of the
filing also will be available for
inspection and copying at the principal
office of the Exchange. All comments
Commission written notice of the Exchange’s intent
to file the proposed rule change, along with a brief
description and text of the proposed rule change,
at least five business days prior to the date of filing
of the proposed rule change, or such shorter time
as designated by the Commission. The Exchange
has satisfied this requirement.
VerDate Mar<15>2010
16:02 Mar 31, 2014
Jkt 232001
[FR Doc. 2014–07195 Filed 3–31–14; 8:45 am]
BILLING CODE 8011–01–P
18375
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
self-regulatory organization has
prepared summaries, set forth in
Sections A, B and C below, of the most
significant aspects of such statements.
SECURITIES AND EXCHANGE
COMMISSION
A. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
[Release No. 34–71806; File No. SR–ISE–
2014–19]
1. Purpose
Self-Regulatory Organizations;
International Securities Exchange,
LLC; Notice of Filing and Immediate
Effectiveness of Proposed Rule
Change To Amend ISE Rule 2128
Relating to Clearly Erroneous Trades
March 26, 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 March 25,
2014, the International Securities
Exchange, LLC (the ‘‘Exchange’’ or the
‘‘ISE’’) 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 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 is proposing to extend
a pilot program related to Rule 2128,
entitled ‘‘Clearly Erroneous Trades.’’
The text of the proposed rule change is
available on the Exchange’s Internet
Web site at https://www.ise.com, at the
principal office of the Exchange, and at
the Commission’s Public Reference
Room.
19 17
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
1 15
PO 00000
Frm 00119
Fmt 4703
Sfmt 4703
The purpose of this filing is to extend
the effectiveness of the Exchange’s
current rule applicable to Clearly
Erroneous Trades. Portions of Rule
2128, explained in further detail below,
are currently operating as a pilot
program set to expire on April 8, 2014.3
The Exchange proposes to extend the
pilot program to coincide with the pilot
period for the Plan to Address
Extraordinary Market Volatility
Pursuant to Rule 608 of Regulation NMS
under the Act (the ‘‘Limit Up-Limit
Down Plan’’ or the ‘‘Plan’’), including
any extensions to the pilot period for
the Plan.4
On September 10, 2010, the
Commission approved, on a pilot basis,
changes to ISE Rule 2128 to provide for
uniform treatment: (1) Of clearly
erroneous execution reviews in multistock events involving twenty or more
securities; and (2) in the event
transactions occur that result in the
issuance of an individual stock trading
pause by the primary listing market and
subsequent transactions that occur
before the trading pause is in effect on
the Exchange.5 The Exchange also
adopted additional changes to Rule
2128 that reduced the ability of the
Exchange to deviate from the objective
standards set forth in Rule 2128,6 and in
3 See Securities Exchange Act Release No. 70510
(Sept. 26, 2013). 78 FR 60991 (Oct. 2, 2013) (SR–
ISE–2013–49).
4 See Securities Exchange Act Release No. 67091
(May 31, 2012). 77 FR 33498 (June 6, 2012) (the
‘‘Limit Up-Limit Down Release’’).
5 Securities Exchange Act Release No. 62886
(Sept. 10, 2010), 75 FR 56613 (Sept. 16, 2010) (SR–
ISE–2010–62).
6 Id.
E:\FR\FM\01APN1.SGM
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Agencies
[Federal Register Volume 79, Number 62 (Tuesday, April 1, 2014)]
[Notices]
[Pages 18371-18375]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2014-07195]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-71812; File No. SR-EDGX-2014-008]
Self-Regulatory Organizations; EDGX Exchange, Inc.; Notice of
Filing and Immediate Effectiveness of Proposed Rule Change To Amend
Rule 12.6 To Conform to FINRA Rule 5320, BATS Rule 12.6 and BATS-Y Rule
12.6 Relating to Trading Ahead of Customer Orders
March 26, 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 March 21, 2014, EDGX Exchange, Inc. (the ``Exchange'' or
``EDGX'') filed with the Securities and Exchange Commission
(``Commission'') the proposed rule change as described in Items I and
II below, which items have been prepared by the self-regulatory
organization. The Commission is publishing this notice to solicit
comments on the proposed rule 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 is filing with the Commission a proposal to amend Rule
12.6, Customer Priority, to make it substantially similar to Financial
Industry Regulatory Authority, Inc. (``FINRA'') Rule 5320, BATS
Exchange, Inc. (``BATS'') Rule 12.6 and BATS-Y Exchange, Inc. (``BYX'')
Rule 12.6. The text of the proposed rule change is available on the
Exchange's Internet Web site at www.directedge.com, at the Exchange's
principal office, and at the Public Reference Room of the Commission.
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.
[[Page 18372]]
A. Self-Regulatory Organization's Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule Change
1. Purpose
The Exchange proposes to amend Rule 12.6, which limits trading
ahead of customer orders by Members,\3\ to make the rule substantially
similar to FINRA Rule 5320,\4\ BATS Rule 12.6 and BYX Rule 12.6.\5\
---------------------------------------------------------------------------
\3\ The term ``Member'' is defined as ``any registered broker or
dealer, or any person associated with a registered broker or dealer,
that has been admitted to membership in the Exchange. A Member will
have the status of a ``member'' of the Exchange as that term is
defined in Section 3(a)(3) of the Act.'' See Exchange Rule 1.5(n).
\4\ See Securities Exchange Act Release No. 63895 (February 11,
2011), 76 FR 9386 (February 17, 2011) (SR-FINRA-2009-090).
\5\ See Securities Exchange Act Release No. 70952 (November 27,
2013), 78 FR 72949 (December 4, 2013) (SR-BATS-2013-056) (order
approving proposal to amend BATS Rule 12.6); see also Securities
Exchange Act Release No. 70951 (November 27, 2013), 78 FR 72944
(December 4, 2013) (SR-BYX-2013-036) (order approving proposal to
amend Rule 12.6).
---------------------------------------------------------------------------
On January 31, 2014, Direct Edge Holdings LLC (``DE Holdings''),
the former parent company of the Exchange, completed its business
combination with BATS Global Markets, Inc., the parent company of BATS
and BYX.\6\ As part of its effort to reduce regulatory duplication and
relieve firms that are members of the Exchange, BATS, and BYX of
conflicting or unnecessary regulatory burdens, the Exchange is now
engaged in the process of reviewing and amending certain Exchange,
BATS, and BYX Rules.
---------------------------------------------------------------------------
\6\ See Securities Exchange Act Release No. 71449 (January 30,
2014), 79 FR 6961 (February 5, 2014) (SR-EDGX-2013-43). Upon
completion of the Combination, DE Holdings and BATS Global Markets,
Inc. 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.''
---------------------------------------------------------------------------
In addition, pursuant to Rule 17d-2 under the Act,\7\ the Exchange
and FINRA entered into an agreement to allocate regulatory
responsibility for common rules (the ``17d-2 Agreement''). The 17d-2
Agreement covers common members of the Exchange and FINRA and allocates
to FINRA regulatory responsibility, with respect to common members, for
the following: (i) examination of common members of the Exchange and
FINRA for compliance with federal securities laws, rules and
regulations and rules of the Exchange that the Exchange has certified
as identical or substantially similar to FINRA rules; (ii)
investigation of common members of EDGX and FINRA for violations of
federal securities laws, rules or regulations, or Exchange rules that
the Exchange has certified as identical or substantially identical to a
FINRA rule; and (iii) enforcement of compliance by common members with
the federal securities laws, rules and regulations, and the rules of
the Exchange that the Exchange has certified as identical or
substantially similar to FINRA rules.\8\ The 17d-2 Agreement included a
certification by the Exchange that states that the requirements
contained in certain Exchange rules are identical to, or substantially
similar to, certain FINRA rules that have been identified as
comparable.
---------------------------------------------------------------------------
\7\ 17 CFR 240.17d-2.
\8\ See Securities Exchange Act Release No. 61698 (March 12,
2010), 75 FR 13151 (March 18, 2010) (approving File No. 10-196).
---------------------------------------------------------------------------
To conform to comparable FINRA rules for purposes of the 17d-2
Agreement, as well as BATS and BYX rules for purposes of its
harmonization efforts due to its business combination, the Exchange
proposes to amend Rule 12.6, Customer Priority, to align with FINRA
Rule 5320, BATS Rule 12.6, and BYX Rule 12.6.
As with FINRA Rule 5320, BATS Rule 12.6 and BYX Rule 12.6, amended
Rule 12.6 would prohibit Members from trading ahead of customer orders,
subject to specified exceptions. The amended rule would include
exceptions for large orders and institutional accounts, proprietary
transactions effected by a trading unit of a Member with no knowledge
of customer orders held by another trading unit of the Member, riskless
principal transactions, intermarket sweep orders (``ISOs''), and odd
lot and bona fide error transactions, discussed in detail below.
Amended Rule 12.6 would also provide the same guidance as FINRA Rule
5320, BATS Rule 12.6 and BYX Rule 12.6, on minimum price improvement
standards, order handling procedures, and trading outside normal market
hours.
Background
Current Rule 12.6, the customer order protection rule, generally
prohibits Members from trading on a proprietary basis ahead of, or
along with, customer orders that are executable at the same price as
the proprietary order. The rule contains several exceptions that make
it permissible for a Member to enter a proprietary order while
representing a customer order that could be executed at the same price,
including permitting transactions for the purposes of facilitating the
execution, on a riskless principal basis, of one or more customer
orders.
Proposal to Adopt Text of FINRA Rule 5320, BATS Rule 12.6 and BYX Rule
12.6
To harmonize its rules with FINRA, BATS, and BYX, the Exchange
proposes to delete the current text of Rule 12.6 and its supplementary
material and adopt the text and supplementary material of FINRA Rule
5320, with certain technical changes, as Rule 12.6. The proposed text
of proposed Rule 12.6 would be identical to the text of BATS Rule 12.6
and BYX Rule 12.6. FINRA Rule 5320, BATS Rule 12.6, and BYX Rule 12.6
generally provide that a member that accepts and holds an order in an
equity security from its own customer, or a customer of another broker-
dealer, without immediately executing the order is prohibited from
trading that security on the same side of the market for its own
account at a price that would satisfy the customer order, unless it
immediately thereafter executes the customer order up to the size and
at the same or better price at which it traded for its own account.
Exceptions
Amended Rule 12.6 would include exceptions to the prohibition
against trading ahead of customer orders. That is, a Member that meets
the conditions of an exception would be permitted to trade a security
on the same side of the market for its own account at a price that
would satisfy a customer order in certain circumstances. The exceptions
are set out below.
Large Orders and Institutional Accounts
One exception would permit a Member to negotiate terms and
conditions with respect to the acceptance of certain large-sized orders
(orders of 10,000 shares or more unless such orders are less than
$100,000 in value) or orders from institutional accounts. The term
``institutional account'' will be defined in accordance with FINRA Rule
4512(c) and Interpretation and Policy .01 under both BATS and BYX Rules
12.6. That is, an institutional account will be defined as the account
of: (1) A bank, savings and loan association, insurance company or
registered investment company; (2) an investment adviser registered
either with the SEC under Section 203 of the Investment Advisers Act or
with a state securities commission (or any agency or office performing
like functions); or (3) any other person (whether a natural person,
corporation, partnership, trust or otherwise) with total assets of at
least $50 million. This exception would require the Member to provide
clear and comprehensive written disclosure to
[[Page 18373]]
each customer at account opening and annually thereafter that: (a)
States that the Member may trade proprietarily at prices that would
satisfy the customer order, and (b) provides the customer with a
meaningful opportunity to opt in to the Rule 12.6 protections with
respect to all or any portion of its order. If a customer does not opt
in to the protections with respect to all or any portion of its order,
the Member may reasonably conclude that such customer has consented to
the Member trading a security on the same side of the market for its
own account at a price that would satisfy the customer's order.\9\
---------------------------------------------------------------------------
\9\ A customer would retain the right to withdraw consent at any
time. Therefore, a Member's reasonable conclusion that a customer
has consented to the Member trading along with such customer's order
is subject to further instruction and modification from the
customer.
---------------------------------------------------------------------------
In lieu of providing written disclosure to customers at account
opening and annually thereafter, the proposed rule would permit Members
to provide clear and comprehensive oral disclosure to, and obtain
consent from, a customer on an order-by-order basis. The Member would
be required to document who provided such consent and that such consent
evidences the customer's understanding of the terms and conditions of
the order. If a customer opted in to the Rule 12.6 protections, a
Member could still obtain consent on an order-by-order basis to trade
ahead of or along with an order from that customer, provided that the
Member documented who provided such consent and that such consent
evidenced the customer's understanding of the terms and conditions of
the order.
No-Knowledge Exception
The Exchange is also proposing to include in Interpretation and
Policy .02 a ``no-knowledge'' exception to its customer order
protection rule. The proposed exception would allow one trading unit of
a Member to trade in a proprietary capacity and at prices that would
satisfy customer orders held by another, separate trading unit of the
Member. The No-Knowledge Exception would be applicable with respect to
NMS stocks, as defined in Rule 600 of Regulation NMS under the Act.
To avail itself of the No-Knowledge Exception, a Member would be
required to meet certain conditions. First, it would have to implement
and utilize an effective system of internal controls (such as
appropriate information barriers) that operate to prevent the
proprietary trading unit from obtaining knowledge of the customer
orders held by a separate trading unit. As proposed, Interpretation and
Policy .02 will make clear that appropriate information barriers must,
at a minimum, comply with the Exchange's existing requirements
regarding the prevention of the misuse of material, non-public
information, which are set forth in Exchange Rule 5.5. Second, the
Member would have to provide, at account opening and annually
thereafter, a written description of how it handles customer orders and
the circumstances under which it may trade proprietarily, including in
a market-making capacity, at prices that would satisfy the customer
order. A Member must maintain records indicating which orders rely on
the no-knowledge exception and produce these records to the Exchange
upon request. The onus will be on the Member to produce sufficient
documentation justifying reliance on the No-Knowledge exception for any
given trade. To ensure clarity and transparency regarding this
exception and others, the Exchange will be issuing a regulatory notice
informing Members of these proposed rule changes. The Exchange will
include in the regulatory notice the effective date for the rule as
amended, which shall be at least 30 days after the effectiveness of the
amendments to Rule 12.6 in order to allow Members to make any necessary
changes to their internal policies or processes.
Riskless Principal Exception
Amended Rule 12.6 would not apply to a proprietary trade made by
the Member to facilitate the execution, on a riskless principal basis,
of another order from a customer (whether its own customer or the
customer of another broker-dealer). To take advantage of this
exception, the Member would have to: (a) Submit a report,
contemporaneously with the execution of the facilitated order,
identifying the trade as riskless principal to the Exchange, and (b)
have written policies and procedures to ensure that riskless principal
transactions relied upon for this exception comply with applicable
Exchange rules. At a minimum, these policies and procedures would have
to require: (1) receipt of the customer order before execution of the
offsetting principal transaction, and (2) execution of the offsetting
principal transaction at the same price as the customer order,
exclusive of any markup or markdown, commission equivalent, or other
fee and allocation to a riskless principal or customer account in a
consistent manner and within 60 seconds of execution.
Members would have to have supervisory systems in place that
produce records that enable the Member and the Exchange to reconstruct
accurately, readily, and in a time-sequenced manner all orders on which
the Member relies in claiming this exception.
ISO Exception
The proposed rule change would also exempt a Member from the
obligation to execute a customer order in a manner consistent with Rule
12.6 with regard to trading for its own account when the Member routed
an ISO in compliance with Rule 600(b)(30)(ii) of Regulation NMS if the
customer order is received after the Member routed the ISO. If a Member
routes an ISO to facilitate a customer order, and that customer has
consented to not receiving the better prices obtained by the ISO, the
Member would also be exempt with respect to any trading for its own
account that is the result of the ISO as it pertains to the consenting
customer's order.
Odd Lot and Bona Fide Error Exception
The Exchange proposes to except a Member's proprietary trade that:
(1) To offset a customer order that is an amount less than a normal
unit of trading (i.e., an order less than one round lot, which is
typically 100 shares), or (2) corrects a bona fide error. With respect
to bona fide errors, the Member would be required to demonstrate and
document the basis upon which a transaction meets the bona fide error
exception. For purposes of this proposed Rule, the Exchange will adopt
the definition of ``bona fide error'' found in Regulation NMS's
exemption for error correction transactions.\10\ Thus, a bona fide
error is:
---------------------------------------------------------------------------
\10\ Securities Exchange Act Release No. 55884 (June 8, 2007),
72 FR 32926, 32927 (June 14, 2007) (Order Exempting Certain Error
Correction Transactions from Rule 611 of Regulation NMS under the
Securities Exchange Act of 1934).
(i) The inaccurate conveyance or execution of any term of an
order including, but not limited to, price, number of shares or
other unit of trading; identification of the security;
identification of the account for which securities are purchased or
sold; lost or otherwise misplaced order tickets; short sales that
were instead sold long or vice versa; or the execution of an order
on the wrong side of a market; (ii) the unauthorized or unintended
purchase sale or allocation of securities or the failure to follow
specific client instructions; (iii) the incorrect entry of data into
relevant systems, including reliance on incorrect cash positions,
withdrawals, or securities positions reflected in an account; or
(iv) a delay, outage, or failure of a communication system used to
transmit market data prices or to facilitate the delivery or
execution of an order.\11\
---------------------------------------------------------------------------
\11\ Id.
[[Page 18374]]
---------------------------------------------------------------------------
Minimum Price Improvement Standards
The proposed rule change establishes the minimum amount of price
improvement necessary for a Member to execute an order on a proprietary
basis when holding an unexecuted limit order in that same security
without being required to execute the held limit order.
In addition, if the minimum price improvement standards set forth
in proposed Interpretation and Policy .06, paragraphs (a) through (g)
would trigger the protection of a pending customer limit order, any
better-priced customer limit order(s) must also be protected under this
Rule, even if those better-priced limit orders would not be directly
triggered under these minimum price improvement standards.
Order Handling Procedures
The proposed rule change provides that a Member must make every
effort to execute a marketable customer order that it receives fully
and promptly. A Member holding a marketable customer order that has not
been immediately executed would have to make every effort to cross such
order with any other order received by the Member on the other side of
the market, up to the size of such order at a price that is no less
than the best bid and no greater than the best offer at the time that
the subsequent order is received by the Member and that is consistent
with the terms of the orders. If a Member were holding multiple orders
on both sides of the market that have not been executed, the Member
would have to make every effort to cross or otherwise execute such
orders in a manner reasonable and consistent with the objectives of the
proposed Rule and with the terms of the orders. A Member could satisfy
the crossing requirement by contemporaneously buying from the seller
and selling to the buyer at the same price.
Trading Outside Normal Market Hours
Under the proposed amendments to Rule 12.6, a Member generally
could limit the life of a customer order to the period of normal market
hours of 9:30 a.m. to 4:00 p.m. Eastern Time. However, if the customer
and Member agreed to the processing of the customer's order outside
normal market hours, the protections of amended Rule 12.6 would apply
to that customer's order at all times the customer order is executable
by the Member.
Statutory Basis
The Exchange believes that its proposal is consistent with Section
6(b) of the Act \12\ in general, and furthers the objectives of Section
6(b)(5) of the Act \13\ in particular, in that it is designed to
promote just and equitable principles of trade, to foster cooperation
and coordination with persons engaged in facilitating transactions in
securities, to remove impediments to and perfect the mechanism of a
free and open market and a national market system and, in general, to
protect investors and the public interest. The Exchange believes that
amending the rule to conform to FINRA Rule 5320, BATS Rule 12.6 and BYX
Rule 12.6 will contribute to investor protection by defining important
parameters by which Members must abide when trading proprietarily while
holding customer limit and market orders, and foster cooperation by
harmonizing requirements across self-regulatory organizations. The
Exchange also believes that including this rule will reinforce the
importance of and ensure that Members are aware of these requirements.
---------------------------------------------------------------------------
\12\ 15 U.S.C. 78f(b).
\13\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------
Members who are also members of FINRA, BATS, or BYX are subject to
different regulatory standards when seeking to comply with applicable
rules regarding customer protection. The Exchange believes that the
proposed rule change will provide greater harmonization between similar
Exchange and FINRA, BATS, and BYX rules, resulting in greater
uniformity and, less burdensome and more efficient regulatory
compliance for common members. As such, the proposed rule change would
foster cooperation and coordination with persons engaged in
facilitating transactions in securities and would remove impediments to
and perfect the mechanism of a free and open market and a national
market system.
B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does not believe that the proposed rule change will
impose any burden on competition not necessary or appropriate in
furtherance of the purposes of the Act. To the contrary, the Exchange
believes that the proposal enhances cooperation among markets and other
trading venues to promote fair and orderly markets and to protect the
interests of the public and of investors. Specifically, by aligning the
Exchange's customer protection rules with those of FINRA, BATS, BYX and
other exchanges,\14\ the proposed rule change will reduce the
complexity of the customer order protection rules for those Members
that are also subject to the customer order protection rules of FINRA
and other exchanges. As a result, the proposed rule will help assure
the protection of customer orders without imposing undue regulatory
costs on industry participants. In addition, the proposed rule change
is not designed to address any competitive issues but rather is
designed to provide greater harmonization among similar Exchange and
FINRA rules, resulting in less burdensome and more efficient regulatory
compliance for common members and facilitating FINRA's performance of
its regulatory functions under the 17d-2 Agreement.
---------------------------------------------------------------------------
\14\ See, e.g., Securities Exchange Act Release No. 64418 (May
6, 2011), 76 FR 27735 (May 12, 2011) (SR-CHX-2011-08) (notice of
filing and immediate effectiveness of proposed rule change of
Chicago Stock Exchange, Inc. to adopt customer order protection
language consistent with FINRA Rule 5320); Securities Exchange Act
Release No. 65165 (August 18, 2011), 76 FR 53009 (August 24, 2011)
(SR-NYSEAmex-2011-59) (notice of filing and immediate effectiveness
of proposed rule change of NYSE Amex LLC (now known as NYSE MKT LLC)
to adopt customer order protection language that is substantially
the same as FINRA Rule 5320); and Securities Exchange Act Release
No. 65166 (August 18, 2011), 76 FR 53012 (August 24, 2011) (SR-
NYSEArca-2011-57) (notice of filing and immediate effectiveness of
proposed rule change of NYSE Arca, Inc. to adopt customer order
protection language that is substantially the same as FINRA Rule
5320).
---------------------------------------------------------------------------
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 Exchange has filed the proposed rule change pursuant to Section
19(b)(3)(A) of the Act \15\ and Rule 19b-4(f)(6) thereunder.\16\
Because the proposed rule change does not: (i) Significantly affect the
protection of investors or the public interest; (ii) impose any
significant burden on competition; and (iii) become operative prior to
30 days from the date on which it was filed, or such shorter time as
the Commission may designate, if consistent with the protection of
investors and the public interest, the proposed rule change has become
effective pursuant to Section 19(b)(3)(A) of the Act \17\ and Rule 19b-
4(f)(6) thereunder.\18\
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\15\ 15 U.S.C. 78s(b)(3)(A).
\16\ 17 CFR 240.19b-4(f)(6).
\17\ 15 U.S.C. 78s(b)(3)(A).
\18\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)
requires the Exchange to give the Commission written notice of the
Exchange's intent to file the proposed rule change, along with a
brief description and text of the proposed rule change, at least
five business days prior to the date of filing of the proposed rule
change, or such shorter time as designated by the Commission. The
Exchange has satisfied this requirement.
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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.
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 (https://www.sec.gov/rules/sro.shtml); or
Send an email to rule-comments@sec.gov. Please
include File Number SR-EDGX-2014-008 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-EDGX-2014-008. 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 (https://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all
written statements with respect to the proposed rule change that are
filed with the Commission, and all written communications relating to
the proposed rule change between the Commission and any person, other
than those that may be withheld from the public in accordance with the
provisions of 5 U.S.C. 552, will be available for Web site viewing and
printing in the Commission's Public Reference Room, 100 F Street NE.,
Washington, DC 20549, on official business days between the hours of
10:00 a.m. and 3:00 p.m. Copies of the filing also will be available
for inspection and copying at the principal office of the Exchange. All
comments received will be posted without change; the Commission does
not edit personal identifying information from submissions. You should
submit only information that you wish to make available publicly. All
submissions should refer to File Number SR-EDGX-2014-008 and should be
submitted on or before April 22, 2014.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\19\
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\19\ 17 CFR 200.30-3(a)(12).
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Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2014-07195 Filed 3-31-14; 8:45 am]
BILLING CODE 8011-01-P