2013-21301. Joint Industry Plan; Notice of Filing and Immediate Effectiveness of the Fourth Amendment to the National Market System Plan To Address Extraordinary Market Volatility by BATS Exchange, Inc., BATS Y-Exchange, Inc., Chicago Board Options ...  

  • Start Preamble Start Printed Page 54321 August 27, 2013.

    Pursuant to Section 11A of the Securities Exchange Act of 1934 (“Act”) [1] and Rule 608 thereunder,[2] notice is hereby given that, on July 18, 2013, NYSE Euronext, on behalf of New York Stock Exchange LLC (“NYSE”), NYSE MKT LLC (“NYSE MKT”), and NYSE Arca, Inc. (“NYSE Arca”), and the following parties to the National Market System Plan: BATS Exchange, Inc., BATS Y-Exchange, Inc., Chicago Board Options Exchange, Incorporated, Chicago Stock Exchange, Inc., EDGA Exchange, Inc., EDGX Exchange, Inc., Financial Industry Regulatory Authority, Inc., NASDAQ OMX BX, Inc., NASDAQ OMX PHLX LLC, the Nasdaq Stock Market LLC, and National Stock Exchange, Inc. (collectively with NYSE, NYSE MKT, and NYSE Arca, the “Participants”), filed with the Securities and Exchange Commission (the “Commission”) for a proposal to amend the Plan to Address Extraordinary Market Volatility (“Plan”).[3] The proposal represents the fourth amendment to the Plan (“Fourth Amendment”), and reflects changes unanimously approved by the Participants. The Fourth Amendment to the Plan proposes to make technical changes to the implementation schedule of the Plan. A copy of the Plan, as proposed to be amended, is attached as Exhibit A hereto. Pursuant to Rule 608(b)(3)(iii) under Regulation NMS,[4] the Participants designate the amendment as involving solely technical or ministerial matters. As a result, the amendment becomes effective upon filing with the Commission. The Commission is publishing this notice to solicit comments from interested persons on the Fourth Amendment to the Plan.

    I. Rule 608(a) of Regulation NMS

    A. Purpose of the Plan

    The Participants filed the Plan in order to create a market-wide limit up-limit down mechanism that is intended to address extraordinary market volatility in “NMS Stocks,” as defined in Rule 600(b)(47) of Regulation NMS under the Act.[5] The Plan sets forth procedures that provide for market-wide limit up-limit down requirements that would be designed to prevent trades in individual NMS Stocks from occurring outside of the specified Price Bands.[6] These limit up-limit down requirements would be coupled with Trading Pauses, as defined in Section I(Y) of the Plan, to accommodate more fundamental price moves (as opposed to erroneous trades or momentary gaps in liquidity).

    As set forth in Section V of the Plan, the price bands would consist of a Lower Price Band and an Upper Price Band for each NMS Stock.[7] The price bands would be calculated by the Securities Information Processors (“SIPs” or “Processors”) responsible for consolidation of information for an NMS Stock pursuant to Rule 603(b) of Regulation NMS under the Act.[8] Those price bands would be based on a Reference Price [9] for each NMS Stock that equals the arithmetic mean price of Eligible Reported Transactions for the NMS Stock over the immediately preceding five-minute period. The price bands for an NMS Stock would be calculated by applying the Percentage Parameter for such NMS Stock to the Reference Price, with the Lower Price Band being a Percentage Parameter [10] below the Reference Price, and the Upper Price Band being a Percentage Parameter above the Reference Price. Between 9:30 a.m. and 9:45 a.m. ET and 3:35 p.m. and 4:00 p.m. ET, the price bands would be calculated by applying double the Percentage Parameters.

    The Processors would also calculate a Pro-Forma Reference Price for each NMS Stock on a continuous basis during Regular Trading Hours. If a Pro-Forma Reference Price did not move by one percent or more from the Reference Price in effect, no new price bands would be disseminated, and the current Reference Price would remain the effective Reference Price. If the Pro-Forma Reference Price moved by one percent or more from the Reference Price in effect, the Pro-Forma Reference Price would become the Reference Price, and the Processors would disseminate new price bands based on the new Reference Price. Each new Reference Price would remain in effect for at least 30 seconds.

    When one side of the market for an individual security is outside the applicable price band, the Processors would be required to disseminate such National Best Bid [11] or National Best Offer [12] with an appropriate flag identifying it as non-executable. When the other side of the market reaches the applicable price band, the market for an individual security would enter a Limit State,[13] and the Processors would be required to disseminate such National Best Offer or National Best Bid with an appropriate flag identifying it as a Limit State Quotation.[14] All trading would immediately enter a Limit State if the National Best Offer equals the Lower Limit Band and does not cross the National Best Bid, or the National Best Bid equals the Upper Limit Band and does not cross the National Best Offer. Trading for an NMS Stock would exit a Limit State if, within 15 seconds of entering the Limit State, all Limit State Start Printed Page 54322Quotations were executed or canceled in their entirety. If the market did not exit a Limit State within 15 seconds, then the Primary Listing Exchange would declare a five-minute trading pause, which would be applicable to all markets trading the security.

    These limit up-limit down requirements would be coupled with trading pauses [15] to accommodate more fundamental price moves (as opposed to erroneous trades or momentary gaps in liquidity). As set forth in more detail in the Plan, all trading centers [16] in NMS Stocks, including both those operated by Participants and those operated by members of Participants, would be required to establish, maintain, and enforce written policies and procedures that are reasonably designed to comply with the limit up-limit down and trading pause requirements specified in the Plan.

    Under the Plan, all trading centers would be required to establish, maintain, and enforce written policies and procedures reasonably designed to prevent the display of offers below the Lower Price Band and bids above the Upper Price Band for an NMS Stock. The Processors would disseminate an offer below the Lower Price Band or bid above the Upper Price Band that nevertheless inadvertently may be submitted despite such reasonable policies and procedures, but with an appropriate flag identifying it as non-executable; such bid or offer would not be included in National Best Bid or National Best Offer calculations. In addition, all trading centers would be required to develop, maintain, and enforce policies and procedures reasonably designed to prevent trades at prices outside the price bands, with the exception of single-priced opening, reopening, and closing transactions on the Primary Listing Exchange.

    As stated by the Participants in the Plan, the limit up-limit down mechanism is intended to reduce the negative impacts of sudden, unanticipated price movements in NMS Stocks,[17] thereby protecting investors and promoting a fair and orderly market.[18] In particular, the Plan is designed to address the type of sudden price movements that the market experienced on the afternoon of May 6, 2010.[19]

    The following summarizes the Fourth Amendment to the Plan and the rationale behind those changes:

    The Participants propose to amend Section VIII.B of the Plan to establish a new implementation schedule for Phase II of the Plan. The Plan currently provides that six months after the initial date of Plan operations, the Plan shall fully apply (i) to all NMS Stocks and (ii) beginning at 9:30 a.m. ET, and ending at 4:00 p.m. ET each trading day, or earlier in the case of an early scheduled close. Because the initial date of Plan operations was April 8, 2013, the Plan currently provides that it shall be fully implemented by October 8, 2013. The Participants propose to amend Section VIII.B to provide that the Plan shall fully apply (i) to all NMS Stocks and (ii) beginning at 9:30 a.m. ET, and ending at 4:00 p.m. ET each trading day, or earlier in the case of an early scheduled close, eight months after the initial date of Plan operations. This will extend the time to fully implement the Plan to December 8, 2013.

    The Participants propose to make this change to accommodate a longer implementation period for Phase II of the Plan, which is currently scheduled to begin on August 5, 2013, that will separate the implementation of Phase II into two stages. During the first stage of Phase II, the Plan will be rolled out to all NMS Stocks beginning at 9:30 a.m. E.T. and ending at 3:45 p.m. ET each trading day, or fifteen minutes before the close in the case of an early scheduled close. Once this stage is complete, the Participants will extend the time of Plan operations to 4:00 p.m. ET each trading day, or earlier in the case of an early scheduled close.

    The Participants believe that this proposed amendment is technical and ministerial in nature because it simply extends the implementation period of the Plan and does not change any substantive elements of the Plan. The proposed modification to the implementation schedule is in response to requests by the securities industry for additional time for systems testing by Participants and the securities industry, particularly around the close.[20] The Participants believe that providing additional time for the Participants and the securities industry to test the manner by which the Plan operates around the close, particularly when there is a trading pause less than five minutes before the scheduled close of trading, is necessary and appropriate in the public interest and for the protection of investors. In addition, the Participants note that they plan to file an additional amendment to the Plan [21] to revise the manner by which the Plan would operate near the close. Specifically, the Participants will be proposing to provide that if a Trading Pause is declared for an NMS Stock within the last ten minutes of trading, the Primary Listing Exchange will not reopen the NMS Stock and will instead attempt to close the NMS Stock using established closing procedures. The Participants believe that the proposal to extend the implementation period is necessary to provide additional time for the amendment to the Plan to go through an appropriate notice and comment period and approval process.

    The Participants also propose a technical, non-substantive amendment to Section VIII(A)(3) to fix a typographical error. The amended version of the Plan also includes the revised Appendix A—Schedule 1, which was updated for trading beginning on July 1, 2013. As set forth in Appendix A—Percentage Parameters, the Primary Listing Exchanges update Scheduled 1 to Appendix A semi-annually based on the fiscal year and such updates do not require a Plan amendment.

    B. Governing or Constituent Documents

    The governing documents of the Processor, as defined in Section I(P) of the Plan, will not be affected by the Plan, but once the Plan is implemented, the Processor's obligations will change, as set forth in detail in the Plan.

    C. Implementation of Plan

    The initial date of the Plan operations was April 8, 2013.Start Printed Page 54323

    D. Development and Implementation Phases

    The Plan will be implemented as a one-year pilot program in two Phases, consistent with Section VIII of the Plan: Phase I of Plan implementation began on April 8, 2013 and was completed on May 3, 2013 The Participants currently anticipate that Phase II of Plan implementation will begin on August 5, 2013. Phase II of the Plan may be rolled out to applicable NMS Stocks over a period not to exceed four months and will be in two stages: (1) Applying the Plan to all NMS Stocks beginning at 9:30 a.m. ET and ending at 3:45 p.m. ET, or fifteen minutes before the close in the case of an early scheduled close; and (2) extending Plan operations to 4:00 p.m. ET, or earlier in the case of an early scheduled close. Any such roll-out period will be made available in advance of the implementation dates for Phase II of the Plan via the Participants' Web sites and trader updates, as applicable.

    E. Analysis of Impact on Competition

    The Participants do not believe that the Plan imposes any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act. The Participants also do not believe that the Plan introduces terms that are unreasonably discriminatory for the purposes of Section 11A(c)(1)(D) of the Act.[22]

    F. Written Understanding or Agreements Relating to Interpretation of, or Participation in, Plan

    The Participants state that they have no written understandings or agreements relating to interpretation of the Plan. Section II(C) of the Plan sets forth how any entity registered as a national securities exchange or national securities association may become a Participant.

    G. Approval of Amendment of the Plan

    Each of the Plan's Participants has executed a written amended Plan.

    H. Terms and Conditions of Access

    Section II(C) of the Plan provides that any entity registered as a national securities exchange or national securities association under the Act may become a Participant by: (1) Becoming a participant in the applicable Market Data Plans, as defined in Section I(F) of the Plan; (2) executing a copy of the Plan, as then in effect; (3) providing each then-current Participant with a copy of such executed Plan; and (4) effecting an amendment to the Plan as specified in Section III(B) of the Plan.

    I. Method of Determination and Imposition, and Amount of, Fees and Charges

    Not applicable.

    J. Method and Frequency of Processor Evaluation

    Not applicable.

    K. Dispute Resolution

    The Plan does not include specific provisions regarding resolution of disputes between or among Participants. Section III(C) of the Plan provides for each Participant to designate an individual to represent the Participant as a member of an Operating Committee.[23] No later than the initial date of the Plan, the Operating Committee would be required to designate one member of the Operating Committee to act as the Chair of the Operating Committee. The Operating Committee shall monitor the procedures established pursuant to the Plan and advise the Participants with respect to any deficiencies, problems, or recommendations as the Operating Committee may deem appropriate. Any recommendation for an amendment to the Plan from the Operating Committee that receives an affirmative vote of at least two-thirds of the Participants, but is less than unanimous, shall be submitted to the Commission as a request for an amendment to the Plan initiated by the Commission under Rule 608 of Regulation NMS under the Act.[24]

    II. Solicitation of Comments

    Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the Fourth Amendment to the Plan is consistent with the Act. Comments may be submitted by any of the following methods:

    Electronic Comments

    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 4-631. 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 Fourth Amendment to the Plan that are filed with the Commission, and all written communications relating to the Fourth Amendment to the Plan 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 10:00 a.m. and 3:00 p.m. Copies of the filing will also be available for inspection and copying at the Participants' principal offices. 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 4-631 and should be submitted on or before September 24, 2013.

    Start Signature

    By the Commission.

    Kevin M. O'Neill,

    Deputy Secretary.

    End Signature

    EXHIBIT A

    Proposed new language is italicized; proposed deletions are in [brackets].

    PLAN TO ADDRESS EXTRAORDINARY MARKET VOLATILITY SUBMITTED TO THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 608 OF REGULATION NMS UNDER THE SECURITIES EXCHANGE ACT OF 1934

    Table of Contents

    SectionPage
    Preamble
    I. Definitions
    II. Parties
    III. Amendments to Plan
    IV. Trading Center Policies and Procedures
    V. Price Bands
    VI. Limit Up-Limit Down Requirements
    VII. Trading Pauses
    VIII. Implementation
    IX. Withdrawal from Plan
    X. Counterparts and Signatures
    Start Printed Page 54324
    Appendix A—Percentage Parameters
    Appendix A—Schedule 1
    Appendix B—Data

    Preamble

    The Participants submit to the SEC this Plan establishing procedures to address extraordinary volatility in NMS Stocks. The procedures provide for market-wide limit up-limit down requirements that prevent trades in individual NMS Stocks from occurring outside of the specified Price Bands. These limit up-limit down requirements are coupled with Trading Pauses to accommodate more fundamental price moves. The Plan procedures are designed, among other things, to protect investors and promote fair and orderly markets. The Participants developed this Plan pursuant to Rule 608(a)(3) of Regulation NMS under the Exchange Act, which authorizes the Participants to act jointly in preparing, filing, and implementing national market system plans.

    I. Definitions

    (A) “Eligible Reported Transactions” shall have the meaning prescribed by the Operating Committee and shall generally mean transactions that are eligible to update the last sale price of an NMS Stock.

    (B) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

    (C) “Limit State” shall have the meaning provided in Section VI of the Plan.

    (D) “Limit State Quotation” shall have the meaning provided in Section VI of the Plan.

    (E) “Lower Price Band” shall have the meaning provided in Section V of the Plan.

    (F) “Market Data Plans” shall mean the effective national market system plans through which the Participants act jointly to disseminate consolidated information in compliance with Rule 603(b) of Regulation NMS under the Exchange Act.

    (G) “National Best Bid” and “National Best Offer” shall have the meaning provided in Rule 600(b)(42) of Regulation NMS under the Exchange Act.

    (H) “NMS Stock” shall have the meaning provided in Rule 600(b)(47) of Regulation NMS under the Exchange Act.

    (I) “Opening Price” shall mean the price of a transaction that opens trading on the Primary Listing Exchange, or, if the Primary Listing Exchange opens with quotations, the midpoint of those quotations.

    (J) “Operating Committee” shall have the meaning provided in Section III(C) of the Plan.

    (K) “Participant” means a party to the Plan.

    (L) “Plan” means the plan set forth in this instrument, as amended from time to time in accordance with its provisions.

    (M) “Percentage Parameter” shall mean the percentages for each tier of NMS Stocks set forth in Appendix A of the Plan.

    (N) “Price Bands” shall have the meaning provided in Section V of the Plan.

    (O) “Primary Listing Exchange” shall mean the Participant on which an NMS Stock is listed. If an NMS Stock is listed on more than one Participant, the Participant on which the NMS Stock has been listed the longest shall be the Primary Listing Exchange.

    (P) “Processor” shall mean the single plan processor responsible for the consolidation of information for an NMS Stock pursuant to Rule 603(b) of Regulation NMS under the Exchange Act.

    (Q) “Pro-Forma Reference Price” shall have the meaning provided in Section V(A)(2) of the Plan.

    (R) “Regular Trading Hours” shall have the meaning provided in Rule 600(b)(64) of Regulation NMS under the Exchange Act. For purposes of the Plan, Regular Trading Hours can end earlier than 4:00 p.m. ET in the case of an early scheduled close.

    (S) “Regulatory Halt” shall have the meaning specified in the Market Data Plans.

    (T) “Reference Price” shall have the meaning provided in Section V of the Plan.

    (U) “Reopening Price” shall mean the price of a transaction that reopens trading on the Primary Listing Exchange following a Trading Pause or a Regulatory Halt, or, if the Primary Listing Exchange reopens with quotations, the midpoint of those quotations.

    (V) “SEC” shall mean the United States Securities and Exchange Commission.

    (W) “Straddle State” shall have the meaning provided in Section VII(A)(2) of the Plan.

    (X) “Trading center” shall have the meaning provided in Rule 600(b)(78) of Regulation NMS under the Exchange Act.

    (Y) “Trading Pause” shall have the meaning provided in Section VII of the Plan.

    (Z) “Upper Price Band” shall have the meaning provided in Section V of the Plan.

    II. Parties

    (A) List of Parties

    The parties to the Plan are as follows:

    (1) BATS Exchange, Inc., 8050 Marshall Drive, Lenexa, Kansas 66214

    (2) BATS Y-Exchange, Inc., 8050 Marshall Drive, Lenexa, Kansas 66214

    (3) Chicago Board Options Exchange, Incorporated, 400 South LaSalle Street, Chicago, Illinois 60605

    (4) Chicago Stock Exchange, Inc., 440 South LaSalle Street, Chicago, Illinois 60605

    (5) EDGA Exchange, Inc., 545 Washington Boulevard, Sixth Floor, Jersey City, NJ 07310

    (6) EDGX Exchange, Inc., 545 Washington Boulevard, Sixth Floor, Jersey City, NJ 07310

    (7) Financial Industry Regulatory Authority, Inc., 1735 K Street NW., Washington, DC 20006

    (8) NASDAQ OMX BX, Inc., One Liberty Plaza, New York, New York 10006

    (9) NASDAQ OMX PHLX LLC, 1900 Market Street, Philadelphia, Pennsylvania 19103

    (10) The Nasdaq Stock Market LLC, 1 Liberty Plaza, 165 Broadway, New York, NY 10006

    (11) National Stock Exchange, Inc., 101 Hudson, Suite 1200, Jersey City, NJ 07302

    (12) New York Stock Exchange LLC, 11 Wall Street, New York, New York 10005

    (13) NYSE MKT LLC, 20 Broad Street, New York, New York 10005

    (14) NYSE Arca, Inc., 100 South Wacker Drive, Suite 1800, Chicago, IL 60606

    (B) Compliance Undertaking

    By subscribing to and submitting the Plan for approval by the SEC, each Participant agrees to comply with and to enforce compliance, as required by Rule 608(c) of Regulation NMS under the Exchange Act, by its members with the provisions of the Plan. To this end, each Participant shall adopt a rule requiring compliance by its members with the provisions of the Plan, and each Participant shall take such actions as are necessary and appropriate as a participant of the Market Data Plans to cause and enable the Processor for each NMS Stock to fulfill the functions set forth in this Plan.

    (C) New Participants

    The Participants agree that any entity registered as a national securities exchange or national securities association under the Exchange Act may become a Participant by: (1) becoming a participant in the applicable Market Start Printed Page 54325Data Plans; (2) executing a copy of the Plan, as then in effect; (3) providing each then-current Participant with a copy of such executed Plan; and (4) effecting an amendment to the Plan as specified in Section III(B) of the Plan.

    (D) Advisory Committee

    (1) Formation. Notwithstanding other provisions of this Plan, an Advisory Committee to the Plan shall be formed and shall function in accordance with the provisions set forth in this section.

    (2) Composition. Members of the Advisory Committee shall be selected for two-year terms as follows:

    (A) Advisory Committee Selections. By affirmative vote of a majority of the Participants, the Participants shall select at least one representatives from each of the following categories to be members of the Advisory Committee: (1) a broker-dealer with a substantial retail investor customer base; (2) a broker-dealer with a substantial institutional investor customer base; (3) an alternative trading system; (4) a broker-dealer that primarily engages in trading for its own account; and (5) an investor.

    (3) Function. Members of the Advisory Committee shall have the right to submit their views to the Operating Committee on Plan matters, prior to a decision by the Operating Committee on such matters. Such matters shall include, but not be limited to, proposed material amendments to the Plan.

    (4) Meetings and Information. Members of the Advisory Committee shall have the right to attend meetings of the Operating Committee and to receive any information concerning Plan matters; provided, however, that the Operating Committee may meet in executive session if, by affirmative vote of a majority of the Participants, the Operating Committee determines that an item of Plan business requires confidential treatment.

    III. Amendments to Plan

    (A) General Amendments

    Except with respect to the addition of new Participants to the Plan, any proposed change in, addition to, or deletion from the Plan shall be effected by means of a written amendment to the Plan that: (1) sets forth the change, addition, or deletion; (2) is executed on behalf of each Participant; and, (3) is approved by the SEC pursuant to Rule 608 of Regulation NMS under the Exchange Act, or otherwise becomes effective under Rule 608 of Regulation NMS under the Exchange Act.

    (B) New Participants

    With respect to new Participants, an amendment to the Plan may be effected by the new national securities exchange or national securities association executing a copy of the Plan, as then in effect (with the only changes being the addition of the new Participant's name in Section II(A) of the Plan) and submitting such executed Plan to the SEC for approval. The amendment shall be effective when it is approved by the SEC in accordance with Rule 608 of Regulation NMS under the Exchange Act or otherwise becomes effective pursuant to Rule 608 of Regulation NMS under the Exchange Act.

    (C) Operating Committee

    (1) Each Participant shall select from its staff one individual to represent the Participant as a member of an Operating Committee, together with a substitute for such individual. The substitute may participate in deliberations of the Operating Committee and shall be considered a voting member thereof only in the absence of the primary representative. Each Participant shall have one vote on all matters considered by the Operating Committee. No later than the initial date of Plan operations, the Operating Committee shall designate one member of the Operating Committee to act as the Chair of the Operating Committee.

    (2) The Operating Committee shall monitor the procedures established pursuant to this Plan and advise the Participants with respect to any deficiencies, problems, or recommendations as the Operating Committee may deem appropriate. The Operating Committee shall establish specifications and procedures for the implementation and operation of the Plan that are consistent with the provisions of this Plan and the Appendixes thereto. With respect to matters in this paragraph, Operating Committee decisions shall be approved by a simple majority vote.

    (3) Any recommendation for an amendment to the Plan from the Operating Committee that receives an affirmative vote of at least two-thirds of the Participants, but is less than unanimous, shall be submitted to the SEC as a request for an amendment to the Plan initiated by the Commission under Rule 608 of Regulation NMS.

    IV. Trading Center Policies and Procedures

    All trading centers in NMS Stocks, including both those operated by Participants and those operated by members of Participants, shall establish, maintain, and enforce written policies and procedures that are reasonably designed to comply with the limit up—limit down requirements specified in Sections VI of the Plan, and to comply with the Trading Pauses specified in Section VII of the Plan.

    V. Price Bands

    (A) Calculation and Dissemination of Price Bands

    (1) The Processor for each NMS stock shall calculate and disseminate to the public a Lower Price Band and an Upper Price Band during Regular Trading Hours for such NMS Stock. The Price Bands shall be based on a Reference Price for each NMS Stock that equals the arithmetic mean price of Eligible Reported Transactions for the NMS stock over the immediately preceding five-minute period (except for periods following openings and reopenings, which are addressed below). If no Eligible Reported Transactions for the NMS Stock have occurred over the immediately preceding five-minute period, the previous Reference Price shall remain in effect. The Price Bands for an NMS Stock shall be calculated by applying the Percentage Parameter for such NMS Stock to the Reference Price, with the Lower Price Band being a Percentage Parameter below the Reference Price, and the Upper Price Band being a Percentage Parameter above the Reference Price. The Price Bands shall be calculated during Regular Trading Hours. Between 9:30 a.m. and 9:45 a.m. ET, and 3:35 p.m. and 4:00 p.m. ET, or in the case of an early scheduled close, during the last 25 minutes of trading before the early scheduled close, the Price Bands shall be calculated by applying double the Percentage Parameters set forth in Appendix A. If a Reopening Price does not occur within ten minutes after the beginning of a Trading Pause, the Price Band, for the first 30 seconds following the reopening after that Trading Pause, shall be calculated by applying triple the Percentage Parameters set forth in Appendix A.

    (2) The Processor shall calculate a Pro-Forma Reference Price on a continuous basis during Regular Trading Hours, as specified in Section V(A)(1) of the Plan. If a Pro-Forma Reference Price has not moved by 1% or more from the Reference Price currently in effect, no new Price Bands shall be disseminated, and the current Reference Price shall remain the effective Reference Price. When the Pro-Forma Reference Price has moved by 1% or more from the Reference Price currently in effect, the Pro-Forma Reference Price shall become the Reference Price, and the Processor shall disseminate new Price Bands based on the new Reference Start Printed Page 54326Price; provided, however, that each new Reference Price shall remain in effect for at least 30 seconds.

    (B) Openings

    (1) Except when a Regulatory Halt is in effect at the start of Regular Trading Hours, the first Reference Price for a trading day shall be the Opening Price on the Primary Listing Exchange in an NMS Stock if such Opening Price occurs less than five minutes after the start of Regular Trading Hours. During the period less than five minutes after the Opening Price, a Pro-Forma Reference Price shall be updated on a continuous basis to be the arithmetic mean price of Eligible Reported Transactions for the NMS Stock during the period following the Opening Price (including the Opening Price), and if it differs from the current Reference Price by 1% or more shall become the new Reference Price, except that a new Reference Price shall remain in effect for at least 30 seconds. Subsequent Reference Prices shall be calculated as specified in Section V(A) of the Plan.

    (2) If the Opening Price on the Primary Listing Exchange in an NMS Stock does not occur within five minutes after the start of Regular Trading Hours, the first Reference Price for a trading day shall be the arithmetic mean price of Eligible Reported Transactions for the NMS Stock over the preceding five minute time period, and subsequent Reference Prices shall be calculated as specified in Section V(A) of the Plan.

    (C) Reopenings

    (1) Following a Trading Pause in an NMS Stock, and if the Primary Listing Exchange has not declared a Regulatory Halt, the next Reference Price shall be the Reopening Price on the Primary Listing Exchange if such Reopening Price occurs within ten minutes after the beginning of the Trading Pause, and subsequent Reference Prices shall be determined in the manner prescribed for normal openings, as specified in Section V(B)(1) of the Plan. If such Reopening Price does not occur within ten minutes after the beginning of the Trading Pause, the first Reference Price following the Trading Pause shall be equal to the last effective Reference Price before the Trading Pause. Subsequent Reference Prices shall be calculated as specified in Section V(A) of the Plan.

    (2) Following a Regulatory Halt, the next Reference Price shall be the Opening or Reopening Price on the Primary Listing Exchange if such Opening or Reopening Price occurs within five minutes after the end of the Regulatory Halt, and subsequent Reference Prices shall be determined in the manner prescribed for normal openings, as specified in Section V(B)(1) of the Plan. If such Opening or Reopening Price has not occurred within five minutes after the end of the Regulatory Halt, the Reference Price shall be equal to the arithmetic mean price of Eligible Reported Transactions for the NMS Stock over the preceding five minute time period, and subsequent Reference Prices shall be calculated as specified in Section V(A) of the Plan.

    VI. Limit Up-Limit Down Requirements

    (A) Limitations on Trades and Quotations Outside of Price Bands

    (1) All trading centers in NMS Stocks, including both those operated by Participants and those operated by members of Participants, shall establish, maintain, and enforce written policies and procedures that are reasonably designed to prevent trades at prices that are below the Lower Price Band or above the Upper Price Band for an NMS Stock. Single-priced opening, reopening, and closing transactions on the Primary Listing Exchange, however, shall be excluded from this limitation. In addition, any transaction that both (i) does not update the last sale price (except if solely because the transaction was reported late or because the transaction was an odd-lot sized transaction), and (ii) is excepted or exempt from Rule 611 under Regulation NMS shall be excluded from this limitation.

    (2) When a National Best Bid is below the Lower Price Band or a National Best Offer is above the Upper Price Band for an NMS Stock, the Processor shall disseminate such National Best Bid or National Best Offer with an appropriate flag identifying it as non-executable. When a National Best Offer is equal to the Lower Price Band or a National Best Bid is equal to the Upper Price Band for an NMS Stock, the Processor shall distribute such National Best Bid or National Best Offer with an appropriate flag identifying it as a “Limit State Quotation”.

    (3) All trading centers in NMS Stocks, including both those operated by Participants and those operated by members of Participants, shall establish, maintain, and enforce written policies and procedures that are reasonably designed to prevent the display of offers below the Lower Price Band and bids above the Upper Price Band for an NMS Stock. The Processor shall disseminate an offer below the Lower Price Band or bid above the Upper Price Band that may be submitted despite such reasonable policies and procedures, but with an appropriate flag identifying it as non-executable; provided, however, that any such bid or offer shall not be included in National Best Bid or National Best Offer calculations.

    (B) Entering and Exiting a Limit State

    (1) All trading for an NMS Stock shall immediately enter a Limit State if the National Best Offer equals the Lower Price Band and does not cross the National Best Bid, or the National Best Bid equals the Upper Price Band and does not cross the National Best Offer.

    (2) When trading for an NMS Stock enters a Limit State, the Processor shall disseminate this information by identifying the relevant quotation (i.e., a National Best Offer that equals the Lower Price Band or a National Best Bid that equals the Upper Price Band) as a Limit State Quotation. At this point, the Processor shall cease calculating and disseminating updated Reference Prices and Price Bands for the NMS Stock until either trading exits the Limit State or trading resumes with an opening or re-opening as provided in Section V.

    (3) Trading for an NMS Stock shall exit a Limit State if, within 15 seconds of entering the Limit State, the entire size of all Limit State Quotations are executed or cancelled.

    (4) If trading for an NMS Stock exits a Limit State within 15 seconds of entry, the Processor shall immediately calculate and disseminate updated Price Bands based on a Reference Price that equals the arithmetic mean price of Eligible Reported Transactions for the NMS Stock over the immediately preceding five-minute period (including the period of the Limit State).

    (5) If trading for an NMS Stock does not exit a Limit State within 15 seconds of entry, the Limit State will terminate when the Primary Listing Exchange declares a Trading Pause pursuant to Section VII of the Plan or at the end of Regular Trading Hours.

    VII. Trading Pauses

    (A) Declaration of Trading Pauses

    (1) If trading for an NMS Stock does not exit a Limit State within 15 seconds of entry during Regular Trading Hours, then the Primary Listing Exchange shall declare a Trading Pause for such NMS Stock and shall notify the Processor.

    (2) The Primary Listing Exchange may also declare a Trading Pause for an NMS Stock when an NMS Stock is in a Straddle State, which is when National Best Bid (Offer) is below (above) the Lower (Upper) Price Band and the NMS Stock is not in a Limit State, and trading in that NMS Stock deviates from normal trading characteristics such that Start Printed Page 54327declaring a Trading Pause would support the Plan's goal to address extraordinary market volatility. The Primary Listing Exchange shall develop policies and procedures for determining when it would declare a Trading Pause in such circumstances. If a Trading Pause is declared for an NMS Stock under this provision, the Primary Listing Exchange shall notify the Processor.

    (3) The Processor shall disseminate Trading Pause information to the public. No trades in an NMS Stock shall occur during a Trading Pause, but all bids and offers may be displayed.

    (B) Reopening of Trading During Regular Trading Hours

    (1) Five minutes after declaring a Trading Pause for an NMS Stock, and if the Primary Listing Exchange has not declared a Regulatory Halt, the Primary Listing Exchange shall attempt to reopen trading using its established reopening procedures. The Trading Pause shall end when the Primary Listing Exchange reports a Reopening Price.

    (2) The Primary Listing Exchange shall notify the Processor if it is unable to reopen trading in an NMS Stock for any reason other than a significant order imbalance and if it has not declared a Regulatory Halt. The Processor shall disseminate this information to the public, and all trading centers may begin trading the NMS Stock at this time.

    (3) If the Primary Listing Exchange does not report a Reopening Price within ten minutes after the declaration of a Trading Pause in an NMS Stock, and has not declared a Regulatory Halt, all trading centers may begin trading the NMS Stock.

    (4) When trading begins after a Trading Pause, the Processor shall update the Price Bands as set forth in Section V(C)(1) of the Plan.

    (C) Trading Pauses Within Five Minutes of the End of Regular Trading Hours

    (1) If a Trading Pause for an NMS Stock is declared less than five minutes before the end of Regular Trading Hours, the Primary Listing Exchange shall attempt to execute a closing transaction using its established closing procedures. All trading centers may begin trading the NMS Stock when the Primary Listing Exchange executes a closing transaction.

    (2) If the Primary Listing Exchange does not execute a closing transaction within five minutes after the end of Regular Trading Hours, all trading centers may begin trading the NMS Stock.

    VIII. Implementation

    The initial date of Plan operations shall be April 8, 2013.

    (A) Phase I

    (1) On the initial date of Plan operations, Phase I of Plan implementation shall begin in select symbols from the Tier 1 NMS Stocks identified in Appendix A of the Plan.

    (2) Three months after the initial date of Plan operations, or such earlier date as may be announced by the Processor with at least 30 days notice, the Plan shall fully apply to all Tier 1 NMS Stocks identified in Appendix A of the Plan.

    (3) During Phase I, the first Price Bands for a trading day shall be calculated and disseminated 15 minutes after the start of Regular Trading Hours as specified in Section (V)(A) of the Plan. No Price Bands shall be calculated and disseminated [disseminated] and therefore trading shall not enter a Limit State less than 30 minutes before the end of Regular Trading Hours.

    (B) Phase II—Full Implementation

    [Six] Eight months after the initial date of Plan operations, or such earlier date as may be announced by the Processor with at least 30 days notice, the Plan shall fully apply (i) to all NMS Stocks; and (ii) beginning at 9:30 a.m. ET, and ending at 4:00 p.m. ET each trading day, or earlier in the case of an early scheduled close.

    (C) Pilot

    The Plan shall be implemented on a one-year pilot basis.

    IX. Withdrawal From Plan

    If a Participant obtains SEC approval to withdraw from the Plan, such Participant may withdraw from the Plan at any time on not less than 30 days' prior written notice to each of the other Participants. At such time, the withdrawing Participant shall have no further rights or obligations under the Plan.

    X. Counterparts and Signatures

    The Plan may be executed in any number of counterparts, no one of which need contain all signatures of all Participants, and as many of such counterparts as shall together contain all such signatures shall constitute one and the same instrument.

    IN WITNESS THEREOF, this Plan has been executed as of the ___ day of July 2013 by each of the parties hereto.

    BATS EXCHANGE, INC.

    BY:

    BATS Y-EXCHANGE, INC.

    BY:

    CHICAGO BOARD OPTIONS EXCHANGE, INCORPORATED

    BY:

    CHICAGO STOCK EXCHANGE, INC.

    BY:

    EDGA EXCHANGE, INC.

    BY:

    EDGX EXCHANGE, INC.

    BY:

    FINANCIAL INDUSTRY REGULATORY AUTHORITY, INC.

    BY:

    NASDAQ OMX BX, INC.

    BY:

    NASDAQ OMX PHLX LLC

    BY:

    THE NASDAQ STOCK MARKET LLC

    BY:

    NATIONAL STOCK EXCHANGE, INC.

    BY:

    NEW YORK STOCK EXCHANGE LLC

    BY:

    NYSE MKT LLC

    BY:

    NYSE ARCA, INC.

    BY:

    Appendix A—Percentage Parameters

    I. Tier 1 NMS Stocks

    (1) Tier 1 NMS Stocks shall include all NMS Stocks included in the S&P 500 Index, the Russell 1000 Index, and the exchange-traded products (“ETP”) listed on Schedule 1 to this Appendix. Schedule 1 to the Appendix will be reviewed and updated semi-annually based on the fiscal year by the Primary Listing Exchange to add ETPs that meet the criteria, or delete ETPs that are no longer eligible. To determine eligibility for an ETP to be included as a Tier 1 NMS Stock, all ETPs across multiple asset classes and issuers, including domestic equity, international equity, fixed income, currency, and commodities and futures will be identified. Leveraged ETPs will be excluded and the list will be sorted by notional consolidated average daily volume (“CADV”). The period used to measure CADV will be from the first day of the previous fiscal half year up until one week before the beginning of the next fiscal half year. Daily volumes will be multiplied by closing prices and then averaged over the period. ETPs, including inverse ETPs, that trade over $2,000,000 CADV will be eligible to be included as a Tier 1 NMS Stock. To ensure that ETPs that track similar benchmarks but that do not meet this volume criterion do not become subject to pricing volatility when a component security is the subject of a trading pause, non-leveraged ETPs that have traded below this volume criterion, but that track the same benchmark as an ETP that does meet the volume criterion, Start Printed Page 54328will be deemed eligible to be included as a Tier 1 NMS Stock. The semi-annual updates to Schedule 1 do not require an amendment to the Plan. The Primary Listing Exchanges will maintain the updated Schedule 1 on their respective Web sites.

    (2) The Percentage Parameters for Tier 1 NMS Stocks with a Reference Price more than $3.00 shall be 5%.

    (3) The Percentage Parameters for Tier 1 NMS Stocks with a Reference Price equal to $0.75 and up to and including $3.00 shall be 20%.

    (4) The Percentage Parameters for Tier 1 NMS Stocks with a Reference Price less than $0.75 shall be the lesser of (a) $0.15 or (b) 75%.

    (5) The Reference Price used for determining which Percentage Parameter shall be applicable during a trading day shall be based on the closing price of the NMS Stock on the Primary Listing Exchange on the previous trading day, or if no closing price exists, the last sale on the Primary Listing Exchange reported by the Processor.

    II. Tier 2 NMS Stocks

    (1) Tier 2 NMS Stocks shall include all NMS Stocks other than those in Tier 1, provided, however, that all rights and warrants are excluded from the Plan.

    (2) The Percentage Parameters for Tier 2 NMS Stocks with a Reference Price more than $3.00 shall be 10%.

    (3) The Percentage Parameters for Tier 2 NMS Stocks with a Reference Price equal to $0.75 and up to and including $3.00 shall be 20%.

    (4) The Percentage Parameters for Tier 2 NMS Stocks with a Reference Price less than $0.75 shall be the lesser of (a) $0.15 or (b) 75%.

    (5) Notwithstanding the foregoing, the Percentage Parameters for a Tier 2 NMS Stock that is a leveraged ETP shall be the applicable Percentage Parameter set forth in clauses (2), (3), or (4) above, multiplied by the leverage ratio of such product.

    (6) The Reference Price used for determining which Percentage Parameter shall be applicable during a trading day shall be based on the closing price of the NMS Stock on the Primary Listing Exchange on the previous trading day, or if no closing price exists, the last sale on the Primary Listing Exchange reported by the Processor.

    Appendix A—Schedule 1

    TickerNamePrimary exchange
    AAXJiShares MSCI All Country Asia ex Japan Index FundNASDAQ GM
    ACWIiShares MSCI ACWI Index FundNASDAQ GM
    ACWViShares MSCI All Country World Minimum Volatility Index FundNYSE Arca
    ACWXiShares MSCI ACWI ex US Index FundNASDAQ GM
    AGGiShares Core Total US Bond Market ETFNYSE Arca
    AGOLETFS Asian Gold TrustNYSE Arca
    AGZiShares Barclays Agency Bond FundNYSE Arca
    ALDWisdomTree Asia Local Debt FundNYSE Arca
    AMJJPMorgan Alerian MLP Index ETNNYSE Arca
    AMLPAlerian MLP ETFNYSE Arca
    AMUETRACS Alerian MLP Index ETNNYSE Arca
    BABPowerShares Build America Bond PortfolioNYSE Arca
    BALiPath Dow Jones-UBS Cotton Subindex Total Return Callable ETNNYSE Arca
    BBHMarket Vectors Biotech ETFNYSE Arca
    BDGPowerShares DB Base Metals Long ETNNYSE Arca
    BFORBarron's 400 ETFNYSE Arca
    BIKSPDR S&P BRIC 40 ETFNYSE Arca
    BILSPDR Barclays 1-3 Month T-BillNYSE Arca
    BIVVanguard Intermediate-Term Bond ETFNYSE Arca
    BKFiShares MSCI BRIC Index FundNYSE Arca
    BKLNPowerShares Senior Loan PortfolioNYSE Arca
    BLVVanguard Long-Term Bond ETFNYSE Arca
    BNDVanguard Total Bond Market ETFNYSE Arca
    BNDXVanguard Total International Bond ETFNASDAQ GM
    BNOUnited States Brent Oil Fund LPNYSE Arca
    BONDPimco Total Return ETFNYSE Arca
    BOSPowerShares DB Base Metals Short ETNNYSE Arca
    BRFMarket Vectors Brazil Small-Cap ETFNYSE Arca
    BSJEGuggenheim BulletShares 2014 High Yield Corporate Bond ETFNYSE Arca
    BSJFGuggenheim BulletShares 2015 High Yield Corporate Bond ETFNYSE Arca
    BSVVanguard Short-Term Bond ETFNYSE Arca
    BWViPath CBOE S&P 500 BuyWrite Index ETNNYSE Arca
    BWXSPDR Barclays International Treasury Bond ETFNYSE Arca
    CEWWisdomTree Emerging Currency FundNYSE Arca
    CFTiShares Barclays Credit Bond FundNYSE Arca
    CHIQGlobal X China Consumer ETFNYSE Arca
    CIUiShares Barclays Intermediate Credit Bond FundNYSE Arca
    CLYiShares 10+ Year Credit Bond FundNYSE Arca
    CMFiShares S&P California AMT-Free Municipal Bond FundNYSE Arca
    CORNTeucrium Corn FundNYSE Arca
    CSDGuggenheim Spin-Off ETFNYSE Arca
    CSJiShares Barclays 1-3 Year Credit Bond FundNYSE Arca
    CUTGuggenheim Timber ETFNYSE Arca
    CVYGuggenheim Multi-Asset Income ETFNYSE Arca
    CWBSPDR Barclays Convertible Securities ETFNYSE Arca
    CWISPDR MSCI ACWI ex-US ETFNYSE Arca
    DBAPowerShares DB Agriculture FundNYSE Arca
    DBBPowerShares DB Base Metals FundNYSE Arca
    Start Printed Page 54329
    DBCPowerShares DB Commodity Index Tracking FundNYSE Arca
    DBEPowerShares DB Energy FundNYSE Arca
    DBJPdb X-trackers MSCI Japan Hedged Equity FundNYSE Arca
    DBOPowerShares DB Oil FundNYSE Arca
    DBPPowerShares DB Precious Metals FundNYSE Arca
    DBVPowerShares DB G10 Currency Harvest FundNYSE Arca
    DEMWisdomTree Emerging Markets Equity Income FundNYSE Arca
    DESWisdomTree SmallCap Dividend FundNYSE Arca
    DFJWisdomTree Japan SmallCap Dividend FundNYSE Arca
    DGLPowerShares DB Gold FundNYSE Arca
    DGSWisdomTree Emerging Markets SmallCap Dividend FundNYSE Arca
    DGZPowerShares DB Gold Short ETNNYSE Arca
    DHSWisdomTree Equity Income FundNYSE Arca
    DIASPDR Dow Jones Industrial Average ETF TrustNYSE Arca
    DJCIETRACS DJ-UBS Commodity Index Total Return ETNNYSE Arca
    DJPiPath Dow Jones-UBS Commodity Index Total Return ETNNYSE Arca
    DLNWisdomTree LargeCap Dividend FundNYSE Arca
    DLSWisdomTree International SmallCap Dividend FundNYSE Arca
    DOGProShares Short Dow30NYSE Arca
    DONWisdomTree MidCap Dividend FundNYSE Arca
    DTNWisdomTree Dividend Ex-Financials FundNYSE Arca
    DVYiShares Dow Jones Select Dividend Index FundNYSE Arca
    DWXSPDR S&P International Dividend ETFNYSE Arca
    DXJWisdomTree Japan Hedged Equity FundNYSE Arca
    EBNDSPDR Barclays Emerging Markets Local Bond ETFNYSE Arca
    ECHiShares MSCI Chile Capped Investable Market Index FundNYSE Arca
    ECONEGShares Emerging Markets Consumer ETFNYSE Arca
    EDIVSPDR S&P Emerging Markets Dividend ETFNYSE Arca
    EDVVanguard Extended Duration Treasury ETFNYSE Arca
    EEMiShares MSCI Emerging Markets Index FundNYSE Arca
    EEMAiShares MSCI Emerging Markets Asia IndexNASDAQ GM
    EEMViShares MSCI Emerging Markets Minimum Volatility Index FundNYSE Arca
    EFAiShares MSCI EAFE Index FundNYSE Arca
    EFAViShares MSCI EAFE Minimum Volatility Index FundNYSE Arca
    EFGiShares MSCI EAFE Growth IndexNYSE Arca
    EFViShares MSCI EAFE Value IndexNYSE Arca
    EFZProShares Short MSCI EAFENYSE Arca
    EIDOiSHARES MSCI Indonesia Investable Market Index FundNYSE Arca
    ELDWisdomTree Emerging Markets Local Debt FundNYSE Arca
    ELRSPDR Dow Jones Large Cap ETFNYSE Arca
    EMBiShares JPMorgan USD Emerging Markets Bond FundNYSE Arca
    EMLCMarket Vectors Emerging Markets Local Currency Bond ETFNYSE Arca
    EMMSPDR Dow Jones Mid Cap ETFNYSE Arca
    ENZLiShares MSCI New Zealand Capped Investable Market Index FundNYSE Arca
    EPHEiShares MSCI Philippines Investable Market Index FundNYSE Arca
    EPIWisdomTree India Earnings FundNYSE Arca
    EPOLiShares MSCI Poland Capped Investable Market Index FundNYSE Arca
    EPPiShares MSCI Pacific ex-Japan Index FundNYSE Arca
    EPUiShares MSCI All Peru Capped Index FundNYSE Arca
    ERUSiShares MSCI Russia Capped Index FundNYSE Arca
    EUMProShares Short MSCI Emerging MarketsNYSE Arca
    EWAiShares MSCI Australia Index FundNYSE Arca
    EWCiShares MSCI Canada Index FundNYSE Arca
    EWDiShares MSCI Sweden Index FundNYSE Arca
    EWGiShares MSCI Germany Index FundNYSE Arca
    EWHiShares MSCI Hong Kong Index FundNYSE Arca
    EWIiShares MSCI Italy Capped Index FundNYSE Arca
    EWJiShares MSCI Japan Index FundNYSE Arca
    EWLiShares MSCI Switzerland Capped Index FundNYSE Arca
    EWMiShares MSCI Malaysia Index FundNYSE Arca
    EWNiShares MSCI Netherlands Investable Market Index FundNYSE Arca
    EWOiShares MSCI Austria Capped Investable Market Index FundNYSE Arca
    EWPiShares MSCI Spain Capped Index FundNYSE Arca
    EWQiShares MSCI France Index FundNYSE Arca
    EWSiShares MSCI Singapore Index FundNYSE Arca
    EWTiShares MSCI Taiwan Index FundNYSE Arca
    EWUiShares MSCI United Kingdom Index FundNYSE Arca
    EWWiShares MSCI Mexico Capped Investable Market Index FundNYSE Arca
    EWXSPDR S&P Emerging Markets SmallCap ETFNYSE Arca
    EWYiShares MSCI South Korea Capped Index FundNYSE Arca
    EWZiShares MSCI Brazil Capped Index FundNYSE Arca
    Start Printed Page 54330
    EXIiShares S&P Global Industrials Sector Index FundNYSE Arca
    EZAiShares MSCI South Africa Index FundNYSE Arca
    EZUiShares MSCI EMU Index FundNYSE Arca
    FBTFirst Trust NYSE Arca Biotechnology Index FundNYSE Arca
    FCGFirst Trust ISE-Revere Natural Gas Index FundNYSE Arca
    FDLFirst Trust Morningstar Dividend Leaders IndexNYSE Arca
    FDNFirst Trust Dow Jones Internet Index FundNYSE Arca
    FEMFirst Trust Emerging Markets AlphaDEX FundNYSE Arca
    FEXFirst Trust Large Cap Core AlphaDEX FundNYSE Arca
    FEZSPDR EURO STOXX 50 ETFNYSE Arca
    FGDFirst Trust DJ Global Select Dividend Index FundNYSE Arca
    FLOTiShares Floating Rate Note FundNYSE Arca
    FLRNSPDR Barclays Investment Grade Floating Rate ETFNYSE Arca
    FMiShares MSCI Frontier 100 ETFNYSE Arca
    FNXFirst Trust Mid Cap Core AlphaDEX FundNYSE Arca
    FRIFirst Trust S&P REIT Index FundNYSE Arca
    FTAFirst Trust Large Cap Value AlphaDEX FundNYSE Arca
    FVDFirst Trust Value Line Dividend Index FundNYSE Arca
    FXACurrencyShares Australian Dollar TrustNYSE Arca
    FXBCurrencyShares British Pound Sterling TrustNYSE Arca
    FXCCurrencyShares Canadian Dollar TrustNYSE Arca
    FXDFirst Trust Consumer Discretionary AlphaDEX FundNYSE Arca
    FXECurrencyShares Euro TrustNYSE Arca
    FXFCurrencyShares Swiss Franc TrustNYSE Arca
    FXGFirst Trust Consumer Staples AlphaDEX FundNYSE Arca
    FXHFirst Trust Health Care AlphaDEX FundNYSE Arca
    FXIiShares FTSE China 25 Index FundNYSE Arca
    FXLFirst Trust Technology AlphaDEX FundNYSE Arca
    FXOFirst Trust Financial AlphaDEX FundNYSE Arca
    FXYCurrencyShares Japanese Yen TrustNYSE Arca
    FXZFirst Trust Materials AlphaDEX FundNYSE Arca
    GCCGreenHaven Continuous Commodity Index FundNYSE Arca
    GDXMarket Vectors Gold Miners ETFNYSE Arca
    GDXJMarket Vectors Junior Gold Miners ETFNYSE Arca
    GIISPDR S&P Global Infrastructure ETFNYSE Arca
    GIYGuggenheim Enhanced Core Bond ETFNYSE Arca
    GLDSPDR Gold SharesNYSE Arca
    GMFSPDR S&P Emerging Asia Pacific ETFNYSE Arca
    GMMSPDR S&P Emerging Markets ETFNYSE Arca
    GMTBColumbia Core Bond ETFNYSE Arca
    GNRSPDR S&P Global Natural Resources ETFNYSE Arca
    GOVTiShares Barclays U.S. Treasury Bond FundNYSE Arca
    GSGiShares S&P GSCI Commodity Indexed TrustNYSE Arca
    GSPiPath GSCI Total Return Index ETNNYSE Arca
    GSYGuggenheim Enhanced Short Duration Bond ETFNYSE Arca
    GUNRFlexShares Global Upstream Natural Resources Index FundNYSE Arca
    GVIiShares Barclays Intermediate Government/Credit Bond FundNYSE Arca
    GWLSPDR S&P World ex-US ETFNYSE Arca
    GWXSPDR S&P International Small Cap ETFNYSE Arca
    GXCSPDR S&P China ETFNYSE Arca
    GXGGlobal X FTSE Colombia 20 ETFNYSE Arca
    HAOGuggenheim China Small Cap ETFNYSE Arca
    HDGERanger Equity Bear ETFNYSE Arca
    HDViShares High Dividend Equity FundNYSE Arca
    HEDJWisdomTree Europe Hedged Equity FundNYSE Arca
    HUSEHuntington US Equity Rotation Strategy ETFNYSE Arca
    HYDMarket Vectors High Yield Municipal Index ETFNYSE Arca
    HYGiShares iBoxx $ High Yield Corporate Bond FundNYSE Arca
    HYLDPeritus High Yield ETFNYSE Arca
    HYMBSPDR Nuveen S&P High Yield Municipal Bond ETFNYSE Arca
    HYSPIMCO 0-5 Year High Yield Corporate Bond Index Exchange-Traded FundNYSE Arca
    IAIiShares Dow Jones US Broker Dealers Index FundNYSE Arca
    IATiShares Dow Jones US Regional Banks Index FundNYSE Arca
    IAUiShares Gold TrustNYSE Arca
    IBBiShares Nasdaq Biotechnology Index FundNASDAQ GM
    IBNDSPDR Barclays International Corporate Bond ETFNYSE Arca
    ICFiShares Cohen & Steers Realty Majors Index FundNYSE Arca
    IDUiShares Dow Jones US Utilities Sector Index FundNYSE Arca
    IDViShares Dow Jones International Select Dividend Index FundNYSE Arca
    IDXMarket Vectors Indonesia Index ETFNYSE Arca
    IEFiShares Barclays 7-10 Year Treasury Bond FundNYSE Arca
    Start Printed Page 54331
    IEFAiShares Core MSCI EAFE ETFNYSE Arca
    IEIiShares Barclays 3-7 Year Treasury Bond FundNYSE Arca
    IELGiShares Enhanced U.S. Large-Cap ETFNYSE Arca
    IEMGiShares Core MSCI Emerging Markets ETFNYSE Arca
    IEOiShares Dow Jones US Oil & Gas Exploration & Production Index FundNYSE Arca
    IESMiShares Enhanced U.S. Small-Cap ETFNYSE Arca
    IEViShares S&P Europe 350 Index FundNYSE Arca
    IEZiShares Dow Jones US Oil Equipment & Services Index FundNYSE Arca
    IFGLiShares FTSE EPRA/NAREIT Developed Real Estate ex-US Index FundNASDAQ GM
    IGEiShares S&P North American Natural Resources Sector Index FundNYSE Arca
    IGFiShares S&P Global Infrastructure Index FundNYSE Arca
    IGMiShares S&P North American Technology Sector Index FundNYSE Arca
    IGNiShares S&P North American Technology-Multimedia Networking Index FundNYSE Arca
    IGOViShares S&P/Citigroup International Treasury Bond FundNASDAQ GM
    IGSProShares Short Investment Grade CorporateNYSE Arca
    IGViShares S&P North American Technology-Software Index FundNYSE Arca
    IHEiShares Dow Jones US Pharmaceuticals Index FundNYSE Arca
    IHFiShares Dow Jones US Healthcare Providers Index FundNYSE Arca
    IHIiShares Dow Jones US Medical Devices Index FundNYSE Arca
    IHYMarket Vectors International High Yield Bond ETFNYSE Arca
    IJHiShares Core S&P Mid-Cap ETFNYSE Arca
    IJJiShares S&P MidCap 400/BARRA Value Index FundNYSE Arca
    IJKiShares S&P MidCap 400 Growth Index FundNYSE Arca
    IJRiShares Core S&P Small-Cap ETFNYSE Arca
    IJSiShares S&P SmallCap 600 Value Index FundNYSE Arca
    IJTiShares S&P SmallCap 600/BARRA Growth Index FundNYSE Arca
    ILFiShares S&P Latin America 40 Index FundNYSE Arca
    ILTBiShares Core Long-Term US Bond ETFNYSE Arca
    INDAiShares MSCI India Index FundBATS
    INDYiShares India 50 ETFNASDAQ GM
    INPiPath MSCI India Index ETNNYSE Arca
    IOOiShares S&P Global 100 Index FundNYSE Arca
    IPESPDR Barclays TIPS ETFNYSE Arca
    ISHGiShares S&P/Citigroup 1-3 Year International Treasury Bond FundNASDAQ GM
    ITBiShares Dow Jones US Home Construction Index FundNYSE Arca
    ITMMarket Vectors Intermediate Municipal ETFNYSE Arca
    ITOTiShares Core S&P Total US Stock Market ETFNYSE Arca
    ITRSPDR Barclays Intermediate Term Corporate Bond ETFNYSE Arca
    IVEiShares S&P 500 Value Index FundNYSE Arca
    IVOOVanguard S&P Mid-Cap 400 ETFNYSE Arca
    IVViShares Core S&P 500 ETFNYSE Arca
    IVWiShares S&P 500 Growth Index FundNYSE Arca
    IWBiShares Russell 1000 Index FundNYSE Arca
    IWCiShares Russell Microcap Index FundNYSE Arca
    IWDiShares Russell 1000 Value Index FundNYSE Arca
    IWFiShares Russell 1000 Growth Index FundNYSE Arca
    IWMiShares Russell 2000 Index FundNYSE Arca
    IWNiShares Russell 2000 Value Index FundNYSE Arca
    IWOiShares Russell 2000 Growth Index FundNYSE Arca
    IWPiShares Russell Midcap Growth Index FundNYSE Arca
    IWRiShares Russell Midcap Index FundNYSE Arca
    IWSiShares Russell Midcap Value Index FundNYSE Arca
    IWViShares Russell 3000 Index FundNYSE Arca
    IXCiShares S&P Global Energy Sector Index FundNYSE Arca
    IXGiShares S&P Global Financials Sector Index FundNYSE Arca
    IXJiShares S&P Global Healthcare Sector Index FundNYSE Arca
    IXNiShares S&P Global Technology Sector Index FundNYSE Arca
    IXPiShares S&P Global Telecommunications Sector Index FundNYSE Arca
    IYCiShares Dow Jones US Consumer Services Sector Index FundNYSE Arca
    IYEiShares Dow Jones US Energy Sector Index FundNYSE Arca
    IYFiShares Dow Jones US Financial Sector Index FundNYSE Arca
    IYGiShares Dow Jones US Financial Services Index FundNYSE Arca
    IYHiShares Dow Jones US Healthcare Sector Index FundNYSE Arca
    IYJiShares Dow Jones US Industrial Sector Index FundNYSE Arca
    IYKiShares Dow Jones US Consumer Goods Sector Index FundNYSE Arca
    IYMiShares Dow Jones US Basic Materials Sector Index FundNYSE Arca
    IYRiShares Dow Jones US Real Estate Index FundNYSE Arca
    IYTiShares Dow Jones Transportation Average Index FundNYSE Arca
    IYWiShares Dow Jones US Technology Sector Index FundNYSE Arca
    IYYiShares Dow Jones US Index FundNYSE Arca
    IYZiShares Dow Jones US Telecommunications Sector Index FundNYSE Arca
    Start Printed Page 54332
    JJCiPath Dow Jones-UBS Copper Subindex Total Return ETNNYSE Arca
    JJGiPath Dow Jones-UBS Grains Subindex Total Return ETNNYSE Arca
    JKFiShares Morningstar Large Value Index FundNYSE Arca
    JKLiShares Morningstar Small Value Index FundNYSE Arca
    JNKSPDR Barclays High Yield Bond ETFNYSE Arca
    JOiPath Dow Jones-UBS Coffee Subindex Total Return ETNNYSE Arca
    JXIiShares S&P Global Utilities Sector Index FundNYSE Arca
    KBESPDR S&P Bank ETFNYSE Arca
    KBWBPowerShares KBW Bank PortfolioNYSE Arca
    KBWDPowerShares KBW High Dividend Yield Financial PortfolioNYSE Arca
    KIESPDR S&P Insurance ETFNYSE Arca
    KOLMarket Vectors Coal ETFNYSE Arca
    KRESPDR S&P Regional Banking ETFNYSE Arca
    KXIiShares S&P Global Consumer Staples Sector Index FundNYSE Arca
    LAGSPDR Barclays Aggregate Bond ETFNYSE Arca
    LEMBiShares Emerging Markets Local Currency Bond FundNYSE Arca
    LQDiShares iBoxx Investment Grade Corporate Bond FundNYSE Arca
    LTPZPIMCO 15+ Year U.S. TIPS Index Exchange-Traded FundNYSE Arca
    LWCSPDR Barclays Long Term Corporate Bond ETFNYSE Arca
    MBBiShares Barclays MBS Bond FundNYSE Arca
    MBGSPDR Barclays Mortgage Backed Bond ETFNYSE Arca
    MCHIiShares MSCI China Index FundNYSE Arca
    MDIVFirst Trust NASDAQ US Multi-Asset Diversified Income Index FundNASDAQ GM
    MDYSPDR S&P MidCap 400 ETF TrustNYSE Arca
    MGCVanguard Mega Cap ETFNYSE Arca
    MGKVanguard Mega Cap Growth ETFNYSE Arca
    MGVVanguard Mega Cap Value ETFNYSE Arca
    MINTPIMCO Enhanced Short Maturity Exchange-Traded FundNYSE Arca
    MLPIETRACS Alerian MLP Infrastructure Index ETNNYSE Arca
    MLPNCredit Suisse Cushing 30 MLP Index ETNNYSE Arca
    MOOMarket Vectors Agribusiness ETFNYSE Arca
    MUBiShares S&P National Municipal Bond FundNYSE Arca
    MXIiShares S&P Global Materials Sector Index FundNYSE Arca
    MYYProShares Short MidCap 400NYSE Arca
    NKYMAXIS Nikkei 225 Index Fund ETFNYSE Arca
    OEFiShares S&P 100 Index FundNYSE Arca
    OIHMarket Vectors Oil Service ETFNYSE Arca
    OILiPath Goldman Sachs Crude Oil Total Return Index ETNNYSE Arca
    PALLETFS Physical Palladium SharesNYSE Arca
    PBJPowershares Dynamic Food & Beverage PortfolioNYSE Arca
    PBPPowerShares S&P 500 BuyWrite PortfolioNYSE Arca
    PBSPowershares Dynamic Media PortfolioNYSE Arca
    PCEFPowerShares CEF Income Composite PortfolioNYSE Arca
    PCYPowerShares Emerging Markets Sovereign Debt PortfolioNYSE Arca
    PDPPowershares DWA Technical Leaders PortfolioNYSE Arca
    PFFiShares S&P US Preferred Stock Index FundNYSE Arca
    PGFPowerShares Financial Preferred PortfolioNYSE Arca
    PGXPowerShares Preferred PortfolioNYSE Arca
    PHBPowerShares Fundamental High Yield Corporate Bond PortfolioNYSE Arca
    PHDGPS S&P Downside HdgdNYSE Arca
    PHOPowerShares Water Resources PortfolioNYSE Arca
    PHYSSprott Physical Gold TrustNYSE Arca
    PIDPowerShares International Dividend Achievers PortfolioNYSE Arca
    PIEPowerShares DWA Emerging Markets Technical Leaders PortfolioNYSE Arca
    PINPowerShares India PortfolioNYSE Arca
    PIZPowerShares DWA Developed Markets Technical Leaders PortfolioNYSE Arca
    PJPPowershares Dynamic Pharmaceuticals PortfolioNYSE Arca
    PKWPowerShares Buyback Achievers PortfolioNYSE Arca
    PPHMarket Vectors Pharmaceutical ETFNYSE Arca
    PPLTETFS Platinum TrustNYSE Arca
    PRFPowershares FTSE RAFI US 1000 PortfolioNYSE Arca
    PRFZPowerShares FTSE RAFI US 1500 Small-Mid PortfolioNASDAQ GM
    PSKSPDR Wells Fargo Preferred Stock ETFNYSE Arca
    PSLVSprott Physical Silver TrustNYSE Arca
    PSPPowerShares Global Listed Private Equity PortfolioNYSE Arca
    PSQProShares Short QQQNYSE Arca
    PWVPowerShares Dynamic Large Cap Value PortfolioNYSE Arca
    PXFPowerShares FTSE RAFI Developed Markets ex-U.S. PortfolioNYSE Arca
    PXHPowerShares FTSE RAFI Emerging Markets PortfolioNYSE Arca
    PZAPowerShares Insured National Municipal Bond PortfolioNYSE Arca
    QAIIndexIQ ETF Trust—IQ Hedge Multi-Strategy Tracker ETFNYSE Arca
    Start Printed Page 54333
    QQQPowershares QQQ Trust Series 1NASDAQ GM
    REMiShares FTSE NAREIT Mortgage Plus Capped Index FundNYSE Arca
    REZiShares FTSE NAREIT Residential Plus Capped Index FundNYSE Arca
    RFGGuggenheim S&P Midcap 400 Pure Growth ETFNYSE Arca
    RJAELEMENTS Linked to the Rogers International Commodity Index—Agri Tot ReturnNYSE Arca
    RJIELEMENTS Linked to the Rogers International Commodity Index—Total ReturnNYSE Arca
    RPGGuggenheim S&P 500 Pure Growth ETFNYSE Arca
    RPVGuggenheim S&P 500 Pure Value ETFNYSE Arca
    RSPGuggenheim S&P 500 Equal Weight ETFNYSE Arca
    RSXMarket Vectors Russia ETFNYSE Arca
    RTHMarket Vectors Retail ETFNYSE Arca
    RWMProShares Short Russell2000NYSE Arca
    RWOSPDR Dow Jones Global Real Estate ETFNYSE Arca
    RWRSPDR Dow Jones REIT ETFNYSE Arca
    RWXSPDR Dow Jones International Real Estate ETFNYSE Arca
    RXIiShares S&P Global Consumer Discretionary Sector Index FundNYSE Arca
    SAGGDirexion Daily Total Bond Market Bear 1x SharesNYSE Arca
    SBBProShares Short SmallCap600NYSE Arca
    SCHASchwab US Small-Cap ETFNYSE Arca
    SCHBSchwab US Broad Market ETFNYSE Arca
    SCHDSchwab US Dividend Equity ETFNYSE Arca
    SCHESchwab Emerging Markets Equity ETFNYSE Arca
    SCHFSchwab International Equity ETFNYSE Arca
    SCHGSchwab U.S. Large-Cap Growth ETFNYSE Arca
    SCHHSchwab U.S. REIT ETFNYSE Arca
    SCHMSchwab U.S. Mid-Cap ETFNYSE Arca
    SCHOSchwab Short-Term U.S. Treasury ETFNYSE Arca
    SCHPSchwab U.S. TIPs ETFNYSE Arca
    SCHRSchwab Intermediate-Term U.S. Treasury ETFNYSE Arca
    SCHVSchwab U.S. Large-Cap Value ETFNYSE Arca
    SCHXSchwab US Large-Cap ETFNYSE Arca
    SCHZSchwab U.S. Aggregate Bond ETFNYSE Arca
    SCIFMarket Vectors India Small-Cap Index ETFNYSE Arca
    SCPBSPDR Barclays Short Term Corporate Bond ETFNYSE Arca
    SCZiShares MSCI EAFE Small Cap Index FundNYSE Arca
    SDIVGlobal X SuperDividend ETFNYSE Arca
    SDYSPDR S&P Dividend ETFNYSE Arca
    SGOLETFS Gold TrustNYSE Arca
    SHProShares Short S&P500NYSE Arca
    SHMSPDR Nuveen Barclays Short Term Municipal Bond ETFNYSE Arca
    SHViShares Barclays Short Treasury Bond FundNYSE Arca
    SHYiShares Barclays 1-3 Year Treasury Bond FundNYSE Arca
    SILGlobal X Silver Miners ETFNYSE Arca
    SIVRETFS Physical Silver SharesNYSE Arca
    SJBProShares Short High YieldNYSE Arca
    SJNKSPDR Barclays Short Term High Yield Bond ETFNYSE Arca
    SLViShares Silver TrustNYSE Arca
    SLXMarket Vectors Steel Index FundNYSE Arca
    SLYSPDR S&P 600 Small CapETFNYSE Arca
    SMHMarket Vectors Semiconductor ETFNYSE Arca
    SNLNHighland/iBoxx Senior Loan ETFNYSE Arca
    SOXXiShares PHLX SOX Semiconductor Sector Index FundNASDAQ GM
    SPHBPowerShares S&P 500 High Beta Port ETFNYSE Arca
    SPHDPowerShares S&P 500 High Dividend PortfolioNYSE Arca
    SPLVPowerShares S&P 500 Low Volatility PortfolioNYSE Arca
    SPPPSprott Physical Platinum & Palladium TrustNYSE Arca
    SPYSPDR S&P 500 ETF TrustNYSE Arca
    SPYGSPDR S&P 500 Growth ETFNYSE Arca
    SPYVSPDR S&P 500 Value ETFNYSE Arca
    SRLNSPDR Blackstone/GSO Senior Loan ETFNYSE Arca
    STIPiShares Barclays 0-5 Year TIPS Bond FundNYSE Arca
    STPZPIMCO 1-5 Year U.S. TIPS Index Exchange-Traded FundNYSE Arca
    SUBiShares S&P Short Term National AMT-Free Municipal Bond FundNYSE Arca
    SVXYProShares Short VIX Short-Term Futures ETFNYSE Arca
    SYLDCambria Shareholder Yield ETFNYSE Arca
    TANGuggenheim Solar ETFNYSE Arca
    TAOGuggenheim China Real Estate ETFNYSE Arca
    TBFProShares Short 20+ Year TreasuryNYSE Arca
    TBXProShares Short 7-10 TreasuryNYSE Arca
    TDTTFlexShares iBoxx 3-Year Target Duration TIPS Index FundNYSE Arca
    TFISPDR Nuveen Barclays Municipal Bond ETFNYSE Arca
    Start Printed Page 54334
    THDiShares MSCI Thailand Capped Investable Market Index FundNYSE Arca
    TIPiShares Barclays TIPS Bond FundNYSE Arca
    TLHiShares Barclays 10-20 Year Treasury Bond FundNYSE Arca
    TLTiShares Barclays 20+ Year Treasury Bond FundNYSE Arca
    TURiShares MSCI Turkey Index FundNYSE Arca
    UNGUnited States Natural Gas Fund LPNYSE Arca
    USCIUnited States Commodity Index FundNYSE Arca
    USMViShares MSCI USA Minimum Volatility Index FundNYSE Arca
    USOUnited States Oil Fund LPNYSE Arca
    UUPPowerShares DB US Dollar Index Bullish FundNYSE Arca
    VAWVanguard Materials ETFNYSE Arca
    VBVanguard Small-Cap ETFNYSE Arca
    VBKVanguard Small-Cap Growth ETFNYSE Arca
    VBRVanguard Small-Cap Value ETFNYSE Arca
    VCITVanguard Intermediate-Term Corporate Bond ETFNASDAQ GM
    VCLTVanguard Long-Term Corporate Bond ETFNASDAQ GM
    VCRVanguard Consumer Discretionary ETFNYSE Arca
    VCSHVanguard Short-Term Corporate Bond ETFNASDAQ GM
    VDCVanguard Consumer Staples ETFNYSE Arca
    VDEVanguard Energy ETFNYSE Arca
    VEAVanguard FTSE Developed Markets ETFNYSE Arca
    VEUVanguard FTSE All-World ex-US ETFNYSE Arca
    VFHVanguard Financials ETFNYSE Arca
    VGITVanguard Intermediate-Term Government Bond ETFNASDAQ GM
    VGKVanguard FTSE Europe ETFNYSE Arca
    VGLTVanguard Long-Term Government Bond ETFNASDAQ GM
    VGSHVanguard Short-Term Government Bond ETFNASDAQ GM
    VGTVanguard Information Technology ETFNYSE Arca
    VHTVanguard Health Care ETFNYSE Arca
    VIGVanguard Dividend Appreciation ETFNYSE Arca
    VIIXVelocityShares VIX Short Term ETNNYSE Arca
    VIIZVelocityShares VIX Medium Term ETNNYSE Arca
    VIOOVanguard S&P Small-Cap 600 ETFNYSE Arca
    VISVanguard Industrials ETFNYSE Arca
    VIXMProShares VIX Mid-Term Futures ETFNYSE Arca
    VIXYProShares VIX Short-Term Futures ETFNYSE Arca
    VMBSVanguard Mortgage-Backed Securities ETFNASDAQ GM
    VNMMarket Vectors Vietnam ETFNYSE Arca
    VNQVanguard REIT ETFNYSE Arca
    VNQIVanguard Global ex-U.S. Real Estate ETFNASDAQ GM
    VOVanguard Mid-Cap ETFNYSE Arca
    VOEVanguard Mid-Cap Value ETFNYSE Arca
    VONEVanguard Russell 1000NASDAQ GM
    VONGVanguard Russell 1000 Growth ETFNASDAQ GM
    VONVVanguard Russell 1000 ValueNASDAQ GM
    VOOVanguard S&P 500 ETFNYSE Arca
    VOOGVanguard S&P 500 Growth ETFNYSE Arca
    VOOVVanguard S&P 500 Value ETFNYSE Arca
    VOTVanguard Mid-Cap Growth ETFNYSE Arca
    VOXVanguard Telecommunication Services ETFNYSE Arca
    VPLVanguard FTSE Pacific ETFNYSE Arca
    VPUVanguard Utilities ETFNYSE Arca
    VQTBarclays ETN+ ETNs Linked to the S&P 500 Dynamic VEQTORTM TotaL Return IndexNYSE Arca
    VSSVanguard FTSE All World ex-US Small-Cap ETFNYSE Arca
    VTVanguard Total World Stock ETFNYSE Arca
    VTHRVanguard Russell 3000NASDAQ GM
    VTIVanguard Total Stock Market ETFNYSE Arca
    VTIPVanguard Short-Term Inflation-Protected Securities ETFNASDAQ GM
    VTVVanguard Value ETFNYSE Arca
    VTWGVanguard Russell 2000 GrowthNASDAQ GM
    VTWOVanguard Russell 2000NASDAQ GM
    VTWVVanguard Russell 2000 ValueNASDAQ GM
    VUGVanguard Growth ETFNYSE Arca
    VVVanguard Large-Cap ETFNYSE Arca
    VWOVanguard FTSE Emerging Markets ETFNYSE Arca
    VWOBVanguard Emerging Markets Government Bond ETFNASDAQ GM
    VXFVanguard Extended Market ETFNYSE Arca
    VXUSVanguard Total International Stock ETFNASDAQ GM
    VXXiPATH S&P 500 VIX Short-Term Futures ETNNYSE Arca
    VXZiPATH S&P 500 VIX Mid-Term Futures ETNNYSE Arca
    VYMVanguard High Dividend Yield ETFNYSE Arca
    Start Printed Page 54335
    WIPSPDR DB International Government Inflation-Protected Bond ETFNYSE Arca
    WOODiShares S&P Global Timber & Forestry Index FundNASDAQ GM
    XBISPDR S&P Biotech ETFNYSE Arca
    XESSPDR S&P Oil & Gas Equipment & Services ETFNYSE Arca
    XHBSPDR S&P Homebuilders ETFNYSE Arca
    XIVVelocityShares Daily Inverse VIX Short Term ETNNYSE Arca
    XLBMaterials Select Sector SPDR FundNYSE Arca
    XLEEnergy Select Sector SPDR FundNYSE Arca
    XLFFinancial Select Sector SPDR FundNYSE Arca
    XLGGuggenheim Russell Top 50 Mega Cap ETFNYSE Arca
    XLIIndustrial Select Sector SPDR FundNYSE Arca
    XLKTechnology Select Sector SPDR FundNYSE Arca
    XLPConsumer Staples Select Sector SPDR FundNYSE Arca
    XLUUtilities Select Sector SPDR FundNYSE Arca
    XLVHealth Care Select Sector SPDR FundNYSE Arca
    XLYConsumer Discretionary Select Sector SPDR FundNYSE Arca
    XMESPDR S&P Metals & Mining ETFNYSE Arca
    XOPSPDR S&P Oil & Gas Exploration & Production ETFNYSE Arca
    XPHSPDR S&P Pharmaceuticals ETFNYSE Arca
    XRTSPDR S&P Retail ETFNYSE Arca
    XSDSPDR S&P Semiconductor ETFNYSE Arca
    XVZiPath S&P 500 Dynamic VIX ETNNYSE Arca
    YMLPYorkville High Income MLPNYSE Arca
    ZIVVelocityShares Daily Inverse VIX Medium Term ETNNYSE Arca
    ZROZPIMCO 25+ Year Zero Coupon U.S. Treasury Index Exchange-Traded FundNYSE Arca

    Appendix B—Data

    Unless otherwise specified, the following data shall be collected and transmitted to the SEC in an agreed-upon format on a monthly basis, to be provided 30 calendar days following month end. Unless otherwise specified, the Primary Listing Exchanges shall be responsible for collecting and transmitting the data to the SEC. Data collected in connection with Sections II(E)-(G) below shall be transmitted to the SEC with a request for confidential treatment under the Freedom of Information Act. 5 U.S.C. 552, and the SEC's rules and regulations thereunder.

    I. Summary Statistics

    A. Frequency with which NMS Stocks enter a Limit State. Such summary data shall be broken down as follows:

    1. Partition stocks by category

    a. Tier 1 non-ETP issues > $3.00

    b. Tier 1 non-ETP issues >= $0.75 and <= $3.00

    c. Tier 1 non-ETP issues < $0.75

    d. Tier 1 non-leveraged ETPs in each of above categories

    e. Tier 1 leveraged ETPs in each of above categories

    f. Tier 2 non-ETPs in each of above categories

    g. Tier 2 non-leveraged ETPs in each of above categories

    h. Tier 2 leveraged ETPs in each of above categories

    2. Partition by time of day

    a. Opening (prior to 9:45 a.m. ET)

    b. Regular (between 9:45 a.m. ET and 3:35 p.m. ET)

    c. Closing (after 3:35 p.m. ET)

    d. Within five minutes of a Trading Pause re-open or IPO open

    3. Track reasons for entering a Limit State, such as:

    a. Liquidity gap—price reverts from a Limit State Quotation and returns to trading within the Price Bands

    b. Broken trades

    c. Primary Listing Exchange manually declares a Trading Pause pursuant to Section (VII)(2) of the Plan

    d. Other

    B. Determine (1), (2) and (3) for when a Trading Pause has been declared for an NMS Stock pursuant to the Plan.

    II. Raw Data (all Participants, except A-E, which are for the Primary Listing Exchanges only)

    A. Record of every Straddle State.

    1. Ticker, date, time entered, time exited, flag for ending with Limit State, flag for ending with manual override.

    2. Pipe delimited with field names as first record.

    B. Record of every Price Band

    1. Ticker, date, time at beginning of Price Band, Upper Price Band, Lower Price Band

    2. Pipe delimited with field names as first record

    C. Record of every Limit State

    1. Ticker, date, time entered, time exited, flag for halt

    2. Pipe delimited with field names as first record

    D. Record of every Trading Pause or halt

    1. Ticker, date, time entered, time exited, type of halt (i.e., regulatory halt, non-regulatory halt, Trading Pause pursuant to the Plan, other)

    2. Pipe delimited with field names as first record

    E. Data set or orders entered into reopening auctions during halts or Trading Pauses

    1. Arrivals, Changes, Cancels, # shares, limit/market, side, Limit State side

    2. Pipe delimited with field name as first record

    F. Data set of order events received during Limit States

    G. Summary data on order flow of arrivals and cancellations for each 15-second period for discrete time periods and sample stocks to be determined by the SEC in subsequent data requests. Must indicate side(s) of Limit State.

    1. Market/marketable sell orders arrivals and executions

    a. Count

    b. Shares

    c. Shares executed

    2. Market/marketable buy orders arrivals and executions

    a. Count

    b. Shares

    c. Shares executed

    3. Count arriving, volume arriving and shares executing in limit sell orders above NBBO mid-point

    4. Count arriving, volume arriving and shares executing in limit sell orders at or below NBBO mid-point (non-marketable)

    5. Count arriving, volume arriving and shares executing in limit buy orders at or above NBBO mid-point (non-marketable)

    6. Count arriving, volume arriving and shares executing in limit buy orders below NBBO mid-point

    7. Count and volume arriving of limit sell orders priced at or above NBBO mid-point plus $0.05

    8. Count and volume arriving of limit buy orders priced at or below NBBO mid-point minus $0.05

    9. Count and volume of (3-8) for cancels

    10. Include: ticker, date, time at start, time of Limit S t ate, all data item fields in 1, last Start Printed Page 54336sale prior to 15-second period (null if no trades today), range during 15-second period, last trade during 15-second period

    III. At least two months prior to the end of the Pilot Period, all Participants shall provide to the SEC assessments relating to the impact of the Plan and calibration of the Percentage Parameters as follows:

    A. Assess the statistical and economic impact on liquidity of approaching Price Bands.

    B. Assess the statistical and economic impact of the Price Bands on erroneous trades.

    C. Assess the statistical and economic impact of the appropriateness of the Percentage Parameters used for the Price Bands.

    D. Assess whether the Limit State is the appropriate length to allow for liquidity replenishment when a Limit State is reached because of a temporary liquidity gap.

    E. Evaluate concerns from the options markets regarding the statistical and economic impact of Limit States on liquidity and market quality in the options markets. (Participants that operate options exchange should also prepare such assessment reports.)

    F. Assess whether the process for entering a Limit State should be adjusted and whether Straddle States are problematic.

    G. Assess whether the process for exiting a Limit State should be adjusted.

    H. Assess whether the Trading Pauses are too long or short and whether the reopening procedures should be adjusted.

    End Preamble

    Footnotes

    3.  See Letter from Janet M. McGinness, Executive Vice President & Corporate Secretary, NYSE Euronext, to Elizabeth M. Murphy, Secretary, Commission, dated July 17, 2013 (“Transmittal Letter”).

    Back to Citation

    5.  17 CFR 242.600(b)(47). See also Section I(H) of the Plan.

    Back to Citation

    6.  See Section V of the Plan.

    Back to Citation

    7.  Capitalized terms used herein but not otherwise defined shall have the meaning ascribed to such terms in the Plan. See Exhibit A, infra.

    Back to Citation

    8.  17 CFR 242.603(b). The Plan refers to this entity as the Processor.

    Back to Citation

    9.  See Section I(T) of the Plan.

    Back to Citation

    10.  As initially proposed by the Participants, the Percentage Parameters for Tier 1 NMS Stocks (i.e., stocks in the S&P 500 Index or Russell 1000 Index and certain ETPs) with a Reference Price of $1.00 or more would be five percent and less than $1.00 would be the lesser of (a) $0.15 or (b) 75 percent. The Percentage Parameters for Tier 2 NMS Stocks (i.e., all NMS Stocks other than those in Tier 1) with a Reference Price of $1.00 or more would be 10 percent and less than $1.00 would be the lesser of (a) $0.15 or (b) 75 percent. The Percentage Parameters for a Tier 2 NMS Stock that is a leveraged ETP would be the applicable Percentage Parameter set forth above multiplied by the leverage ratio of such product. On May 24, 2012, the Participants amended the Plan to create a 20% price band for Tier 1 and Tier 2 stocks with a Reference Price of $0.75 or more and up to and including $3.00. The Percentage Parameter for stocks with a Reference Price below $0.75 would be the lesser of (a) $0.15 or (b) 75 percent. See Letter from Janet M. McGinness, Senior Vice President, Legal and Corporate Secretary, NYSE Euronext, to Elizabeth M. Murphy, Secretary, Commission, dated May 24, 2012 (“First Amendment”).

    Back to Citation

    11.  17 CFR 242.600(b)(42). See also Section I(G) of the Plan.

    Back to Citation

    13.  A stock enters the Limit State if the National Best Offer equals the Lower Price Band and does not cross the National Best Bid, or the National Best Bid equals the Upper Price Band and does not cross the National Best Offer. See Section VI(B) of the Plan.

    Back to Citation

    14.  See Section I(D) of the Plan.

    Back to Citation

    15.  The primary listing market would declare a trading pause in an NMS Stock; upon notification by the primary listing market, the Processor would disseminate this information to the public. No trades in that NMS Stock could occur during the trading pause, but all bids and offers may be displayed. See Section VII(A) of the Plan.

    Back to Citation

    16.  As defined in Section I(X) of the Plan, a trading center shall have the meaning provided in Rule 600(b)(78) of Regulation NMS under the Act.

    Back to Citation

    18.  See Transmittal Letter, supra note 3.

    Back to Citation

    19.  The limit up-limit down mechanism set forth in the Plan would replace the existing single-stock circuit breaker pilot. See e.g., Securities Exchange Act Release Nos. 62251 (June 10, 2010), 75 FR 34183 (June 16, 2010) (SR-FINRA-2010-025); 62883 (September 10, 2010), 75 FR 56608 (September 16, 2010) (SR-FINRA-2010-033).

    Back to Citation

    20.  See Letter from T.R. Lazo, Managing Director and Associate General Counsel, SIFMA to John Ramsey, Acting Director, Division of Trading and Markets, Commission, dated July 10, 2013. The Participants noted that SIFMA supports the proposed adjustment to the implementation schedule of Phase II of the Plan. See also Letter from Kimberly Unger, Chief Executive Office and Executive Director, STANY, to Elizabeth M. Murphy, Secretary, Commission, dated July 10, 2013.

    Back to Citation

    21.  See Letter from Janet M. McGinness, Executive Vice President & Corporate Secretary, NYSE Euronext, to Elizabeth M. Murphy, Secretary, Commission, dated July 17, 2013 (“Fifth Amendment”). See also Securities Exchange Act Release No. XXXX (July X, 2013).

    Back to Citation

    23.  See Section I(J) of the Plan.

    Back to Citation

    [FR Doc. 2013-21301 Filed 8-30-13; 8:45 am]

    BILLING CODE 8011-01-P

Document Information

Published:
09/03/2013
Department:
Securities and Exchange Commission
Entry Type:
Notice
Document Number:
2013-21301
Pages:
54321-54336 (16 pages)
Docket Numbers:
Release No. 34-70273, File No. 4-631
EOCitation:
of 2013-08-27
PDF File:
2013-21301.pdf