First, the Exchange proposes to amend the size and composition of
the Board, as set forth in Article III, Section 2. Currently, Section
2(a) states that, subject to Article III, Section 2(b), 4(g) and 6(a),
the Board will consist of nineteen Directors, a majority of which must
be Independent Directors.\125\ In addition, the Board must be comprised
initially of the following: The Chief Executive Officer, four Owner
Directors,\126\ 10 Independent Directors and four Exchange Member
Directors.\127\ The Owner Directors are subject to increase pursuant to
Article III, Section 2(b) and 4(g), and Independent Directors and
Exchange Member Directors are subject to increase pursuant to Article
III, Section 2(b). Each Director will serve until his or her term
expires as provided in Article III, Section 3. Furthermore, Section
2(b) states that the Board may, by resolution, add or remove Director
positions to the Board, provided that (i) the number of Director
positions will not be fewer than seven nor more than 25; (ii) no
removal of a Director position will have the effect of shortening the
term of an incumbent Director and (iii) the Board at all times will
include a directorship for the Chief Executive Officer, a majority of
Independent Directors, at least twenty percent Exchange Member
Directors, and a number of Owner Director positions that equals the
number of Owner Directors that the Designating Owners are entitle to
nominate and that the stockholders of the Exchange have elected.
---------------------------------------------------------------------------

    \125\ The term ``Independent Director'' is defined in Article I,
paragraph (t) of the current Exchange Bylaws.
    \126\ The term ``Owner Director'' is defined in Article I,
paragraph (w) of the current Exchange Bylaws.
    \127\ The term ``Exchange Member Director'' is defined in
Article I, paragraph (p) of the current Exchange Bylaws.
---------------------------------------------------------------------------

    The Exchange proposes to revise these provisions to state that the
Board would consist of four or more Directors, with the number thereof
to be determined from time to time by the resolution of the Board,
subject to the compositional requirements of the Board set forth in
Article III, Section 2(b) of the revised Exchange Bylaws. At all times,
the Board would consist of the Chief Executive Officer and sufficient
numbers of Non-Industry \128\ (including Independent \129\), Industry
\130\ and Member Representative Directors,\131\ as those terms are
defined in BATS Exchanges' current bylaws, to satisfy the following
composition requirements: (i) The number of Non-Industry Directors,
including at least one Independent Director, shall equal or exceed the
sum of the number of Industry Directors and Member Representative
Directors elected pursuant to Article III, Section 4; and (ii) the
number of Member Representative Directors shall be at least twenty
percent of the Board.
---------------------------------------------------------------------------

    \128\ See Art. I(v) of the revised Exchange Bylaws. Because the
Exchange proposes to introduce the new Non-Industry Director
classification, the Exchange proposes to require that the Secretary
collect information as is reasonably necessary to serve as a basis
for determining the nominee's classification as a Non-Industry
Director. See Art. III, Section 2(c) of the revised Exchange Bylaws.
    \129\ See Art. I(m) of the revised Exchange Bylaws.
    \130\ See Art. I(o) of the revised Exchange Bylaws.
    \131\ See Art. I(s) of the revised Exchange Bylaws.
---------------------------------------------------------------------------

    With the introduction of the terms Industry and Non-Industry
Directors to the Exchange Bylaws, the Exchange proposes to add
definitions of these terms to Article I. Specifically, an Industry
Director would be defined in Article I(o) as a

    Director who (i) is or has served in the prior three years as an
officer, director, or employee of a broker or dealer, excluding an
outside director or a director not engaged in the day-to-day
management of a broker or dealer; (ii) is an officer, director
(excluding an outside director), or employee of an entity that owns
more than ten percent of the equity of a broker or dealer, and the
broker or dealer accounts for more than five percent of the gross
revenues received by the consolidated entity; (iii) owns more than
five percent of the equity securities of any broker or dealer, whose
investments in brokers or dealers exceed ten percent of his or her
net worth, or whose ownership interest otherwise permits him or her
to be engaged in the day-to-day management of a broker or dealer;
(iv) provides professional services to brokers or dealers, and such
services constitute 20 percent or more of the professional revenues
received by the Director or 20 percent or more of the gross revenues
received by the Director's firm or partnership; (v) provides
professional services to a director, officer, or employee of a
broker, dealer, or corporation that owns 50 percent or more of the
voting stock of a broker or dealer, and such services relate to the
director's, officer's, or employee's professional capacity and
constitute 20 percent or more of the professional revenues received
by the Director or member or 20 percent or more of the gross
revenues received by the Director's or member's firm or partnership;
or (vi) has a consulting or employment relationship with or provides
professional services to the

Company or any affiliate thereof or has had any such relationship or
provided any such services at any time within the prior three years.

    Correspondingly, the term ``Non-Industry Director'' would be
defined in Article I(v) as a Director who is (i) an Independent
Director; or (ii) any other individual who would not be an Industry
Director.
    With the proposed change in composition of the Board, the Exchange
will now use the term ``Non-Industry Directors,'' as opposed to just
``Independent Directors.'' These two terms are comparable, although not
identical. Article I(t) of the current Exchange Bylaws generally
defines the term ``Independent Director'' as a Director who has no
material relationship with the Exchange, an Affiliate \132\ of the
Exchange, a Member of the Exchange or an Affiliate of a Member of the
Exchange, provided that an individual who otherwise qualifies as an
Independent Director shall not be disqualified from serving in such
capacity solely because such Director is a Director of the Exchange,
DEI, DE Holdings or EDGX. In contrast, a Non-Industry Director is
defined as an Independent Director or any other Director that does not
satisfy one of the specific scenarios in the definition of Industry
Director. Therefore, the Non-Industry Director may be somewhat broader
than the definition of an Independent Director because it may include
an individual with a material relationship with the Exchange, its
Affiliate, or a Member of the Exchange or its Affiliate, provided that
it does not satisfy the definition of an Industry Director.
---------------------------------------------------------------------------

    \132\ The term ``Affiliate'' is defined in Article I(b) of the
current Exchange Bylaws.
---------------------------------------------------------------------------

    In addition, the Exchange proposes to eliminate the category of
Owner Directors from its Board. An Owner Director is currently defined
in Article I(w) as ``a Director nominated by a Designating Owner
pursuant to Article III, Section 4(g) and elected by the stockholders
of the Company.'' A ``Designating Owner,'' in turn, is defined in
Article I(i) as ``a member of Direct Edge Holdings that holds (together
with its Affiliates) at least a 15% Percentage Interest \133\ (as
defined in the [the Fourth DE Holdings LLC Agreement]) in Direct Edge
Holdings.'' DE Holdings will only have one LLC Member after the
Combination. Accordingly, the Exchange proposes to delete the
definitions of ``Owner Director'' and ``Designating Owner'' from
Article I, as well as all references to and provisions related to Owner
Directors throughout the Bylaws.\134\
---------------------------------------------------------------------------

    \133\ See Fourth DE Holdings LLC Agreement, Art. I.
    \134\ The following provisions in the current Exchange Bylaws
related to Owner Directors will be deleted: Article III, Sections
2(a) and (b), 4(a), 4(g), 6(a), 6(c) and 7(a); Article VI, Section
2; and Article IX, Section 1.
---------------------------------------------------------------------------

    Furthermore, the Exchange proposes to replace the term ``Exchange
Member Director'' with the term ``Member Representative Director,'' and
replace the existing definition of ``Exchange Member Director'' with
the definition of ``Member Representative Director,'' as set forth in
the bylaws of the BATS Exchanges. Although worded differently, the
definitions of ``Exchange Member Director'' and ``Member Representative
Director'' are substantively similar. Specifically, an Exchange Member
Director is currently defined as an officer, director, employee or
agent of an Exchange Member, other than an Owner Exchange Member, who
is elected as a Director in accordance with the Bylaws. The Exchange
proposes to define ``Member Representative Director'' as ``a Director
who has been appointed as such to the initial Board of Directors
pursuant to Article III, Section 4(g) of these Bylaws, or elected by
stockholders after having been nominated by the Member Nominating
Committee or by an Exchange Member pursuant to these Bylaws and
confirmed as the nominee of Exchange Members after majority vote of
Exchange Members, if applicable. A Member Representative Director must
be an officer, director, employee or agent of an Exchange Member that
is not a Stockholder Exchange Member.'' \135\
---------------------------------------------------------------------------

    \135\ The Exchange also proposes to replace the term ``Owner
Exchange Member'' with the new term ``Stockholder Exchange Member''
in Article I. The definitions of these two terms are identical.
---------------------------------------------------------------------------

    Second, the Exchange proposes to amend the manner in which the
Board is divided into classes. Specifically, Section 3(b) currently
states that ``The Board shall be divided into three (3) classes.'' The
Exchange proposes to provide additional clarity, by revising this
provision to states that ``Each of the Non-Industry and Industry
Directors (excluding the Chief Executive Officer, but including Member
Representative Directors) shall be divided into three (3) classes.'' In
addition, the Exchange proposes to clarify in Section 3(b) that
Directors--other than the Chief Executive Officer--will serve staggered
three year terms.
    Third, the Exchange proposes to amend Section 5 of Article III
regarding the Chairman of the Board to state that the Chief Executive
Officer shall be the Chairman of the Board. Currently, the Chief
Executive Officer may be, but is not required to be, the Chairman of
the Board.
    Fourth, the Exchange proposes to revise the process for filling
Board vacancies as set forth in Section 6 of Article III. Currently,
under Sections 6(a) and (b), a majority of Directors then in office,
though less than a quorum or a sole remaining Director, are required to
elect the new Director that has been nominated by the Nominating and
Governance Committee. The Exchange proposes to amend this provision to
require the stockholder to elect the nominee. In addition, Section
6(b), which addresses vacancies for Member Representative Directors,
would be revised to permit the Member Nominating Committee to recommend
an individual or list of individuals to the stockholders from which the
stockholders shall elect the new Director, rather than nominating a
person for the vacancies. In addition, the Exchange proposes to delete
the provisos in Section 6(a) and (b) that state that any vacancy
resulting from the removal from office by a vote of the stockholders
for cause may be filled by a vote of the stockholders at the same
meeting at which such removal occurs. Without these two provisos, the
Director vacancies must be filled in accordance with the procedures set
forth in Section 6(a) and (b). That is, the Nominating Committee must
nominate, and the stockholders must elect, a person satisfying the
classification (Industry, Non-Industry, or Independent Director), if
applicable, for the directorship to fill such vacancy until the
expiration of the remaining term or to fill such newly-created Director
position until the expiration of such position's designated term. The
revised Exchange Bylaws would not specifically address whether or not
the removal and new election may occur in the same meeting. The
Exchange believes that, with these proposed changes, the Exchange will
continue to be so organized and have the capacity to be able to carry
out the purposes of the Act and to comply and to enforce compliance by
its Members and persons associated with its Members, with the
provisions of the Act, the rules and regulations thereunder, and the
Exchange Rules, as required by Section 6(b)(1) of the Act.\136\
---------------------------------------------------------------------------

    \136\ 15 U.S.C. 78f(b)(1).
---------------------------------------------------------------------------

    Fifth, the Exchange Bylaws currently state in Section 2(d) of
Article III that a Director will no longer qualify to be a Director
upon a determination by the Board (i) that the Director no longer
satisfies the classification for which the

Director was elected; and (ii) that the Director's continued service
would violate the compositional requirements of the Board set forth in
Article III, Section 2(b). The Exchange proposes to move this provision
to new Section 7(b) and to revise the language to clarify that, under
these two scenarios, the Director will be removed immediately upon
determination of the Board by a majority vote of the remaining
Directors.
    Sixth, the Exchange proposes to amend Section 7(b) (to be
renumbered Section 7(c)) to permit a Director to resign upon notice of
resignation to the Chairman, the President or Secretary, rather than
the Chairman, Chief Executive Officer or Secretary, as the Proposed
Rule Change would require that the Chairman and Chief Executive Officer
be the same person.
    Seventh, the Exchange proposes to amend Section 10(a) of Article
III regarding special meetings to permit the President to call a
special meeting. Under the current Bylaws, the Chairman and Chief
Executive Officer are authorized to do so. However, with the revisions
pursuant to this Proposed Rule Change, the Chairman and Chief Executive
Officer will be the same person. To continue to ensure that at least
two different persons may call a special meeting, the Exchange proposes
to permit the President in addition to the Chairman to call such
meetings. The Commission has previously found this consistent with the
Act as it is part of the current bylaws of the BATS Exchanges.
Furthermore, the Exchange proposes to add language to paragraph (b) of
Section 10 to describe the process for providing notice of special
meetings to each Director. Specifically, Section 10 would state that
notice of any special meeting shall be given to each Director at his or
her business address or such other address as he or she may have
advised the Secretary to use for such purpose. If delivered, notice
shall be deemed to be given when delivered to such address or to the
Director to be notified. If mailed, such notice shall be deemed to be
given five business days after deposit in the United States mail,
postage prepaid, of a letter addressed to the appropriate location.
Notice may also be given by telephone, electronic transmission or other
means not specified in this section, and in each such case shall be
deemed to be given when actually received by the Director to be
notified.
    Eighth, current Section 12 of Article III defines a quorum for the
transaction of business as a majority of the number of Directors then
in office, but in no event less than 1/3 of the total number of
Directors. The Exchange proposes to eliminate from the quorum
calculation the minimum requirement of 1/3 of the total number of
Directors.
    Ninth, the Exchange also proposes to add to Article III a new
Section 13, entitled ``Presumption of Assent.'' It would state that a
Director of the Exchange who is present at a duly convened meeting of
the Board or of a committee of the Board at which action on any
corporate matter is taken shall be conclusively presumed to have
assented to the action taken unless his or her dissent or election to
abstain shall be entered in the minutes of the meeting or unless he or
she shall file his or her written dissent or election to abstain to
such action with the person acting as the secretary of the meeting
before the adjournment of the meeting or shall forward such dissent or
election to abstain by registered or certified mail to the Secretary of
the Exchange immediately after the adjournment of the meeting. Such
right to dissent or abstain shall apply to a Director who voted in
favor of such action.
    Tenth, the Exchange proposes to add to Article III a new Section
17,\137\ which would state that the Board shall have the power to
interpret the Exchange Bylaws and any interpretation made by it shall
be final and conclusive.
---------------------------------------------------------------------------

    \137\ As a result, the Exchange is proposing corresponding
amendments to renumber current Section 16 as Section 18, as
described below.
---------------------------------------------------------------------------

    Finally, the Exchange proposes several amendments to current
Section 16, entitled Conflicts of Interest; Contracts and Transactions
Involving Directors, and to renumber it as Section 18. Section 16(a)
currently states that, to the fullest extent permitted by law, a
Director or a member of any committee may not participate in
consideration or decision of any matter relating to a particular Member
or Person if such Director or committee member has a material interest
in, or a professional, business or personal relationship with, that
Member or other Person, or if such participation shall create an
appearance of impropriety. The Exchange proposes to add to this
provision the statement that ``[i]n any such case, the Director or
committee member shall recuse himself or herself or shall be
disqualified. If a member of the Board or any committee is recused from
consideration of a matter, any decision on the matter shall be by a
vote of a majority of the remaining members of the Board or applicable
committee.'' In addition, the Exchange proposes to delete the following
statement from this paragraph: ``Exchange Member Directors shall not be
deemed to be personally interested in the determination of matters that
may affect the Exchange Members as a whole or certain groups of
Exchange Members, and Exchange Member Directors shall not be prohibited
from participating in such determinations in the normal course of
conducting the Exchange's business.''
    In addition, paragraph (b) of this Section addresses Exchange
contracts and transactions involving Directors and officers.
Specifically, this paragraph currently states that:

    No contract or transaction between the [Exchange] and one or
more of its Directors or officers, or between the [Exchange] and any
other corporation, partnership, association, or other organization
in which one or more of its Directors or officers are directors or
officers, or have a financial interest, shall be void or voidable
solely for this reason, or solely because the director or officer is
present at or participates in the meeting of the Board or committee
which authorizes the contracts or transaction, or solely because any
such Director's or officer's votes are counted for such purpose, if
(i) the material facts pertaining to such Director's or officer's
relationship or interest and as to the contract or transactions are
disclosed or are known to the Board or the committee, and the Board
or committee in good faith authorizes the contract or transaction by
the affirmative vote of a majority of the disinterested Directors,
even though the disinterested Directors be less than a quorum; (ii)
the material facts as to the Director's or officer's relationship or
interest and as to the contract or transaction are disclosed or are
known to the stockholders entitled to vote thereon, and the contract
or transaction is specifically approved in good faith by vote of the
stockholders; or (iii) the contract or transaction is fair as to the
[Exchange] as of the time it is authorized, approved or ratified, by
the Board, a committee or the stockholders.

    The Exchange proposes to delete the phrase ``or solely because the
director or officer is present at or participates in the meeting of the
Board or committee which authorizes the contracts or transaction, or
solely because any such Director's or officer's votes are counted for
such purpose,'' as well as clause (iii). In addition, the Exchange
proposes to amend clause (ii) to state ``the material facts are
disclosed or become known to the Board or committee after the contract
or transaction is entered into, and the Board or committee in good
faith ratifies the contract or transaction by the affirmative vote of a
majority of disinterested Directors, even though the disinterested
Directors be less than a quorum.'' With these changes, paragraph (b)
will be consistent with the bylaws of the BATS Exchanges.
    The changes to these provisions of the Exchange Bylaws relating to
the Board of Directors will permit the Exchange to continue to be so
organized and have

the capacity to be able to carry out the purpose of the Act and to
comply and to enforce compliance by its Members and persons associated
with its Members, with the provisions of the Act, the rules and
regulations thereunder, and the Exchange Rules, as required by Section
6(b)(1) of the Act.\138\
---------------------------------------------------------------------------

    \138\ 15 U.S.C. 78f(b)(1).
---------------------------------------------------------------------------

(II) Stockholders
    The Exchange proposes several minor changes to Article IV of the
Exchange Bylaws, which describes matters related to the stockholders of
the Exchange.
     The Exchange proposes to amend Section 2 to permit the
Chairman, Board or the President to call a special meeting of the
stockholders, rather than the Chairman, Board or Chief Executive
Officer.
     The Exchange proposes to amend Section 3 to require the
list of the stockholders to be open to examination by any stockholder
at a place within the city where the meeting is to be held, or at the
place where the meeting is to be held, which place shall be specified
in the notice of the meeting, or, if not so specified, at the place
where the meeting is to be held, rather than at the principal place of
business of the Exchange.
     The Exchange proposes to add Section 7, which states that
the stockholder may not transfer or assign, in whole or in part, its
ownership interest(s) in the Exchange.
(III) Committees of the Board
    The Exchange proposes the following amendments to Article V of the
Exchange Bylaws, which sets forth various requirements regarding
committees of the Board.
     Section 1 would no longer require the formation of an
Executive Committee, although such a Committee would be permissible.
     The Exchange proposes to eliminate the requirement that
Board committees other than those listed in this section be formed
``for a specific and limited purpose'' as set forth in Section 1.
     The Exchange proposes to amend the process for the
appointment and removal of committee members, as well as the committee
composition, as set forth in Section 2(a). The existing Bylaws require
the Board, after consultation with the Chairman, to appoint committee
members, and the Board to remove committee members. The Exchange
proposes to require the Chairman, with the approval of the Board, to
appoint committee members, and to permit the Chairman, with the
approval of the Board, to remove committee members.\139\
Correspondingly, the Chairman, rather than the Board, would be
responsible for determining whether committees meet the applicable
compositional requirements. In addition, under Article V, Section 2(a)
of the current Exchange Bylaws, each committee must be comprised of at
least three members of the Board, with a majority of Independent
Directors (although Article V, Section 5(a) and (c) of the current
Exchange Bylaws additionally require that the Regulatory Oversight
Committee and Compensation Committee consist solely of Independent
Directors). The Exchange proposes to require that each committee be
comprised of at least three people and may include persons who are not
members of the Board. Other proposed provisions of Article V would
provide additional requirements for the composition of the various
committees. For example, proposed Article V, Section 6(a) would require
each voting member of the Compensation Committee to be a Non-Industry
Director, and proposed Article V, Section 6(c) would require that each
member of the Regulatory Oversight Committee be a Non-Industry
Director. Furthermore, the revised Bylaws would clarify that committee
members who are not also Board members shall only participate in
committee actions to the extent permitted by law. Finally, the Exchange
proposes to eliminate the statement that ``[t]he Board, after
consultation with the Chairman, may designate one or more Directors as
alternate members of any committee who may replace any absent or
disqualified member at any meeting of the committee. Except as
otherwise set forth in these Bylaws, the Board, after consultation with
the Chairman, may have non-voting observers attend committee
meetings.''
---------------------------------------------------------------------------

    \139\ Note that the Exchange also proposes to revise Section
2(a) of the Exchange Bylaws to state that the Chairman, with the
approval of the Board, shall appoint the chair of each committee.
This change is discussed below in Section 8(b)(ii), as a new change
to the Exchange Bylaws as well as to the bylaws of the BATS
Exchanges.
---------------------------------------------------------------------------

     The Exchange proposes to add as new Section 2(b) a
requirement that, upon request of the Secretary, each prospective
committee member who is not a Director provide the Secretary such
information as is reasonably necessary to serve as a basis for
determining the prospective member's classification as an Industry,
Non-Industry or Independent member. In addition, the Secretary would be
required to certify to the Board each prospective committee member's
classification. Such committee members must update the information
submitted under new Section 2(b) at least annually and upon request of
the Secretary, and shall report immediately to the Secretary any change
in such information.\140\
---------------------------------------------------------------------------

    \140\ Note that comparable language to this provision is
currently set forth in Article VI, Section 3. The Exchange proposes
to delete the language in Article VI and move it to this Article.
---------------------------------------------------------------------------

     With the introduction of the terms ``Industry member'',
``Non-Industry member'', ``Independent member'' and ``Member
Representative member'' with respect to committees, the Exchange
proposes to add definitions of each of these terms to Article I.
Specifically, the Exchange proposes to define an Independent member as
``a member of any committee who has no material relationship with the
Company or any affiliate of the Company, or any Exchange Member or any
affiliate of any such Exchange Member, other than as a committee
member. The term Independent member may, but is not required to, refer
to an Independent Director who serves on a committee.'' In addition,
the Exchange proposes to define an Industry member in Article I(p) as
``a member of any committee or hearing panel who (i) is or has served
in the prior three years as an officer, director, or employee of a
broker or dealer, excluding an outside director or a director not
engaged in the day-to-day management of a broker or dealer; (ii) is an
officer, director (excluding an outside director), or employee of an
entity that owns more than ten percent of the equity of a broker or
dealer, and the broker or dealer accounts for more than five percent of
the gross revenues received by the consolidated entity; (iii) owns more
than five percent of the equity securities of any broker or dealer,
whose investments in brokers or dealers exceed ten percent of his or
her net worth, or whose ownership interest otherwise permits him or her
to be engaged in the day-to-day management of a broker or dealer; (iv)
provides professional services to brokers or dealers, and such services
constitute 20 percent or more of the professional revenues received by
the Director or 20 percent or more of the gross revenues received by
the Director's firm or partnership; (v) provides professional services
to a director, officer, or employee of a broker, dealer, or corporation
that owns 50 percent or more of the voting stock of a broker or dealer,
and such services relate to the director's, officer's, or employee's
professional capacity and constitute 20 percent or more of the
professional

revenues received by the Director or member or 20 percent or more of
the gross revenues received by the Director's or member's firm or
partnership; or (vi) has a consulting or employment relationship with
or provides professional services to the Company or any affiliate
thereof or has had any such relationship or provided any such services
at any time within the prior three years.''
     In addition, the Exchange proposes to add the following
definition of Non-Industry member as Article I(w): ``a member of any
committee who is (i) an Independent member; or (ii) any other
individual who would not be an Industry member.'' Finally, the Exchange
proposes to define a ``Member Representative member'' in Article I(t)
as ``a member of any committee or hearing panel who is an officer,
director, employee or agent of an Exchange Member that is not a
Stockholder Exchange Member.''
     The Exchange proposes to revise current Article V, Section
2(c) (renumbered as Section 2(d)) to state that the Chairman, with
approval of the Board, instead of the Board, after consultation with
the Chairman, will fill committee vacancies.
     The Exchange proposes to add as Article V, Section 3 a
provision stating that, to the extent provided in the resolution of the
Board of Directors of the Exchange, any committee that consists solely
of one or more Directors shall have and may exercise all the powers and
authority of the Board in the management of the business and affairs of
the Exchange.
     The Exchange proposes to amend the provisions regarding
the appointment, composition and responsibilities of the Compensation
Committee in Section 5(a) (to be renumbered as Section 6(a)).
Specifically, the Chairman, with the approval of the Board, would
appoint a Compensation Committee, rather than the Board, after
consultation with the Chairman. In addition, each member of the
Compensation Committee would be a Non-Industry Director, rather than an
Independent Director. Moreover, the Exchange would eliminate (1) the
requirement that the committee have three members; (2) the requirement
that the Compensation Committee assist the Board in fulfilling its
responsibilities to ensure the structures of compensation systems of
the Exchange do not interfere with the Exchange's ability to fulfill
its responsibilities as an SRO; and (3) the statement that the Board,
after consultation with the Chairman, may designate non-voting
observers who shall be permitted to attend and participate in committee
meetings.
     The Exchange proposes to amend the provisions regarding
the appointment, composition and responsibilities of the Audit
Committee in Section 5(b) (to be renumbered as Section 6(b)).
Specifically, the Chairman, with the approval of the Board, would
appoint the Audit Committee, rather than the Board, after consultation
with the Chairman. In addition, a majority of the members of the Audit
Committee would be Non-Industry Directors, rather than Independent
Directors. A Non-Industry Director, rather than an Independent
Director, would serve as the Chairman of the Audit Committee. Moreover,
the Exchange proposes to eliminate the following Audit Committee
responsibilities: (1) assist the Board in fulfilling its
responsibilities to oversee the financial soundness and compliance
resources and the effectiveness of financial and compliance control
processes related to the operation of the Exchange; (2) take
appropriate actions to oversee overall corporate policy for quality
activities and reporting of a SRO, sound business risk management
practices and ethical behavior; (3) provide oversight over the
technology and information integrity established by management and the
Board; (4) selecting and replacing and determining the compensation of
the head of the Internal Audit Department (or if such position is
outsourced, of the third party service provider) in consultation with
management; and (5) overseeing enterprise risk and technology
operations, including security and business continuity measures. The
Exchange also proposes to add the parenthetical ``(or nominate the
independent auditors to be proposed for ratification by stockholders)''
to the function of selecting, evaluating, and where appropriate,
replacing the Company's independent auditor. The Exchange also would
clarify that the Audit Committee had ``exclusive'' authority to perform
certain functions, including hiring the Exchange's Internal Audit
Department, determining the compensation of the head of the Internal
Audit Department and determining the budget for the Internal Audit
Department. Finally, the Exchange would eliminate the statement in this
Section that nothing in this Section shall prohibit or be deemed to be
in conflict with the ability of the Exchange to retain a third party to
perform all or a portion of its audit function, provided that the
Exchange shall supervise and have primary responsibility for any action
undertaken by a third party auditor retained to perform such audit
functions.
     The Exchange proposes to amend the provisions regarding
the appointment and composition of the Regulatory Oversight Committee
in Section 5(c) (to be renumbered as Section 6(c)). Specifically, the
Chairman, with the approval of the Board, would appoint the Regulatory
Oversight Committee, rather than the Board, after consultation with the
Chairman. In addition, each member of the Regulatory Oversight
Committee would be a Non-Industry Director, rather than an Independent
Director.
     The Exchange proposes to amend the provisions regarding
the appointment and composition of the Appeals Committee in Section
5(d) (to be renumbered as Section 6(d)). Specifically, the Chairman,
with the approval of the Board, would appoint the Appeals Committee,
rather than the Board, after consultation with the Chairman. In
addition, the Appeals Committee would no longer consist of two
Independent Directors and one Exchange Member Director. Instead, the
Appeals Committee would consist of one Independent Director, one
Industry Director, and one Member Representative Director. If the
Independent Director recuses himself or herself from an appeal, due to
a conflict of interest or otherwise, such Independent Director may be
replaced by a Non-Industry Director for purposes of the applicable
appeal if there is no other Independent Director able to serve as a
replacement.
     The Exchange proposes to amend Section 5(e) (to be
renumbered as Section 6(e)) regarding the Executive Committee in two
ways. Specifically, the Chairman, with the approval of the Board, would
appoint the Executive Committee, rather than the Board, after
consultation with the Chairman. In addition, the Exchange would add the
requirement that the number of Non-Industry Directors on the Executive
Committee equal or exceed the number of Industry Directors on the
Executive Committee.
     The Exchange proposes to add Section 6(f), stating that
the Chairman, with the approval of the Board, may appoint a Finance
Committee. If appointed, the Finance Committee will advise the Board
with respect to the oversight of the financial operations and
conditions of the Exchange, including recommendations for the
Exchange's annual operating and capital budgets.
    The changes to these provisions of the Exchange Bylaws relating to
committees of the Board will permit the Exchange

to continue to be so organized and have the capacity to be able to
carry out the purpose of the Act and to comply and to enforce
compliance by its Members and persons associated with its Members, with
the provisions of the Act, the rules and regulations thereunder, and
the Exchange Rules, as required by Section 6(b)(1) of the Act.\141\
---------------------------------------------------------------------------

    \141\ 15 U.S.C. 78f(b)(1).
---------------------------------------------------------------------------

(IV) Nominating Committees
    The Exchange also proposes to amend Article VI regarding the
Nominating Committees of the Exchange.\142\ To conform the requirements
regarding the Exchange's Nominating and Governance Committee with that
of the BATS Exchanges, the Exchange proposes to rename the Nominating
and Governance Committee the ``Nominating Committee.'' \143\ In
addition, the Exchange would change the composition of this Committee
from a committee of three Independent Directors, to a committee in
which the number of Non-Industry members equals or exceeds the number
of Industry members. The Exchange also proposes to streamline the
responsibilities of this Committee by eliminating the following
responsibilities from the Committee's purview: (1) Developing and
recommending governance policies to the Board; (2) nominating
chairpersons to serve on committees of the Board; (3) overseeing an
annual self-evaluation of the independent Directors and Board
committees; (4) overseeing the implementation and effectiveness of the
Bylaws, committee charters, policies and other governance documents as
needed; (5) reviewing and recommending best practices in corporate
governance; and (6) overseeing an orientation for new Directors.
Finally, the Exchange proposes to add to Section 2 that a Nominating
Committee member may simultaneously serve on the Nominating Committee
and the Board, unless the Nominating Committee is nominating Director
candidates for the Director's class. Notwithstanding the prior
sentence, a Director may serve on the Nominating Committee in his or
her final year of service on the Board. Following that year, that
member may not stand for election to the Board until such time as he or
she is no longer a member of the Nominating Committee.
---------------------------------------------------------------------------

    \142\ To conform the terms of Section 1 of Article VI with the
bylaws of the BATS Exchanges, the Exchange also proposes to add the
following: ``the stockholder shall appoint the initial Nominating
Committee and Member Nominating Committee consistent with the
compositional requirements of Article VI. In each subsequent year,
each of the Nominating Committee and Member Nominating Committee
shall nominate candidates to serve on the succeeding year's
Nominating Committee and member Nominating Committee, as applicable,
such candidates to be voted on by stockholders at the annual meeting
of stockholders.''
    \143\ The Exchange proposes to make this change to the
definition of ``Nominating and Governance Committee'' in Article
I(v) (to be renumbered Article I(u)) and throughout the Bylaws).
---------------------------------------------------------------------------

    The Exchange also proposes to amend the description of the Exchange
Member Nominating Committee, as set forth in Section 3 of Article VI.
First, the Exchange proposes to change the name of the ``Exchange
Member Nominating Committee'' to ``Member Nominating Committee.'' \144\
Second, the Member Nominating Committee will continue to nominate
candidates for Exchange Member Directors (to be renamed the ``Member
Representative Director'') position on the Board that is to be elected
by Exchange Member or stockholders, but will no longer be tasked with
the obligation to nominate candidates for ``all other vacant or new
Exchange Member Director positions on the Board.'' Third, the Exchange
would amend the description of the composition of this Committee by
changing the committee member qualification requirement from ``an
Exchange Member Director, except that such committee member is not
required to be a Director'' to ``a Member Representative member.''
Fourth, the Exchange proposes to delete the provisions regarding the
process for confirming whether a prospective committee member satisfies
such member's classification requirements, and move such provisions to
Article V, Section 2(b).
---------------------------------------------------------------------------

    \144\ The Exchange proposes to make this change to the
definition of ``Exchange Member Nominating Committee'' in Article
I(q) (to be renumbered Article I(r)) as well as throughout the
Bylaws where the term ``Exchange Member Nominating Committee'' is
used.
---------------------------------------------------------------------------

(V) Officers, Agents and Employees
    The Exchange proposes the following amendments to Article VII of
the Exchange Bylaws, which sets forth various requirements regarding
the officers, agents and employees of the Exchange.
     The Exchange proposes to revise Section 1 to require that
the Exchange have a President, Secretary and Treasurer in addition to
the currently required Chief Executive Officer and Chief Regulatory
Officer. In addition, the Exchange proposes to prohibit the same person
from holding the offices of both the President and the Secretary.
Currently, this prohibition applies to the offices of the Chief
Executive Officer and the Secretary.
     The Exchange proposes to amend Section 3(a) of Article VII
to permit an officer to provide his or her resignation to the President
in addition to the Chairman, Chief Executive Officer or the Secretary.
The Exchange also proposes the corresponding amendment to Section 3(a)
to provide that an officer could no longer provide such resignation to
a designee of the Board, if no such officers are then appointed. In
addition, the Exchange proposes to add Section 3(c), which would state
that vacancies in any office of the Exchange may be filled for the
unexpired term by the Board.
     The Exchange proposes to amend Section 4 of Article VII
regarding officer compensation to reflect the proposed change to
Article V, Section 6(c) of the Exchange Bylaws regarding the
compensation of the Chief Regulatory Officer. Specifically, the
Exchange proposes to add the phrase ``Except as otherwise provided in
Article V, Section 6(c) of these Bylaws,'' to the statement that the
salaries of all other officers and agents of the Company shall be fixed
by the Chief Executive Officer, in consultation with the Compensation
Committee.
     The Exchange proposes to amend Section 6 of Article VII
regarding the Chief Executive Officer to state that the Chief Executive
Officer shall be the Chairman of the Board and ``shall preside at all
meetings of the Board at which the Chief Executive Officer is present;
provided, however, that he or she shall not participate in executive
sessions'' of the Board.
     Section 7 of Article VII (to be renumbered Section 9)
regarding the Chief Regulatory Officer would be revised to require the
Chief Regulatory Officer to be an officer of the Exchange with the
position of Executive Vice President or Senior Vice President.
     Section 8 of Article VII (to be renumbered Section 10)
regarding the Secretary would be revised to state that the President,
in addition to the Board and Chief Executive Officer, may assign duties
to the Secretary. The President's ability to do so comports with the
responsibilities as set forth in new proposed Section 7, as discussed
below.
     The Exchange proposes to add new Sections 7, 8, 11, 12 and
13 to Article VII of the Exchange Bylaws describing the
responsibilities of the President, Vice President, Assistant Secretary,
Treasurer and Assistant Treasurer, respectively. Specifically, Section
7 would state the following: ``The President shall, in the absence of
the Chairman and Chief Executive Officer, preside at all meetings of
the Board at which the President is present. The

President shall have general supervision over the operations of the
Company. The President shall have all powers and duties usually
incident to the office of the President, except as specifically limited
by a resolution of the Board. The President shall exercise such other
powers and perform such other duties as may be assigned to the
President from time to time by the Board.''
     In addition, Section 8 of Article VII regarding Vice
Presidents would read as follows:

    The Board shall appoint one or more Vice Presidents. In the
absence or disability of the President or if the office of President
becomes vacant, the Vice Presidents in the order determined by the
Board, or if no such determination has been made, in the order of
their seniority, shall perform the duties and exercise the powers of
the President, subject to the right of the Board at any time to
extend or restrict such powers and duties or to assign them to
others. Any Vice President may have such additional designations in
such Vice President's title as the Board may determine. The Vice
Presidents shall generally assist the President in such manner as
the President shall direct. Each Vice President shall exercise such
other powers and perform such other duties as may be assigned to
such Vice President from time to time by the Board, the Chief
Executive Officer or the President. The term ``Vice President'' used
in this Section shall include the positions of Executive Vice
President, Senior Vice President, and Vice President.

     Furthermore, new Section 11 of Article VII would describe
the responsibilities of an Assistant Secretary as follows: ``In the
absence of the Secretary or in the event of the Secretary's inability
or refusal to act, any Assistant Secretary, approved by the Board,
shall exercise all powers and perform all duties of the Secretary. An
Assistant Secretary shall also exercise such other powers and perform
such other duties as may be assigned to such Assistant Secretary from
time to time by the Board or the Secretary.''
     In addition, Section 12 of Article VII, regarding
Treasurers, would state:
    The Treasurer shall have general supervision over the care and
custody of the funds and over the receipts and disbursements of the
Company and shall cause the funds of the Company to be deposited in the
name of the Company in such banks or other depositories as the Board
may designate. The Treasurer shall have supervision over the care and
safekeeping of the securities of the Company. The Treasurer shall have
all powers and duties usually incident to the office of Treasurer
except as specifically limited by a resolution of the Board. The
Treasurer shall exercise such other powers and perform such other
duties as may be assigned to the Treasurer from time to time by the
Board, the Chief Executive Officer or the President.
    Finally, new Section 13 of Article VII would describe the role of
the Assistant Treasurer. Specifically, it would state that ``In the
absence of the Treasurer or in the event of the Treasurer's inability
or refusal to act, any Assistant Treasurer, approved by the Board,
shall exercise all powers and perform all duties of the Treasurer. An
Assistant Treasurer shall also exercise such other powers and perform
such other duties as may be assigned to such Assistant Treasurer from
time to time by the Board or the Treasurer.''
(VI) Indemnification
    The Exchange also proposes to make certain amendments to the
indemnification provisions set forth in Section 1 of Article VIII of
the Exchange Bylaws, including the following:
     The Exchange proposes to revise paragraph (a) (to be
renumbered (b)). First, this paragraph would state that the Exchange
shall advance to any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed proceeding of
any kind by reason of the fact that he is or was a Director or
executive officer of the Exchange or is or was serving at the request
of the Exchange as a Director or executive officer of another entity,
prior to the final disposition of such proceeding, all expenses
incurred by such person in such proceeding upon receipt of such
person's undertaking to repay amounts if it should be determined
ultimately that such person is not entitled to be indemnified. The
Exchange would add a second paragraph to this renumbered paragraph (b)
stating that in general no advance shall be made by the Exchange to an
executive officer of the Exchange (except by reason of the fact that
such executive officer is or was a Director of the Exchange in which
event this paragraph shall not apply) in any proceeding of any kind if
a determination is reasonably and promptly made (i) by the Board of
Directors by a majority vote of a quorum of directors who were not
parties to the proceeding, or (ii) if such quorum is not obtainable,
or, even if obtainable, a quorum of disinterested Directors so directs,
by independent legal counsel in a written opinion, that the facts
demonstrate clearly and convincingly that such person acted in bad
faith or in a manner that such person did not believe to be in or not
opposed to the best interests of the Exchange.
     The Exchange proposes to delete paragraph (c) and replace
it in its entirety. Paragraph (c) currently states that, if a claim for
indemnification (following the final disposition of such proceeding) or
advancement of expenses under Article VIII is not paid in full within
thirty days after a written claim by the applicable person has been
received by the Exchange, such person may file suit to recover the
unpaid amount and, if successful shall be entitled to be paid the
expense of prosecuting such claim to the fullest extent permitted by
law. In any such action the Exchange shall have the burden of proving
that such person is not entitled to the indemnification or advancement
of expenses under applicable law. The revised paragraph (c) would state
that any right to indemnification or advances granted by Article VIII
is enforceable by or on behalf of the person holding such right if (i)
the claim for indemnification or advances is denied, in whole or in
part, or (ii) no disposition of such claim is made within ninety (90)
days of request therefor. The claimant, if successful in whole or in
part, shall also be entitled to be paid expenses relating to
prosecuting his claim.
     The Exchange proposes to revise paragraph (f) (to be
renumbered paragraph (e)) to clarify that the rights conferred on any
person by Article VIII continue as to a person who has ceased to be a
Director or executive officer of the Exchange.
     The Exchange proposes to amend paragraph (k) (to be
renumbered paragraph (i)) by adding two new paragraphs. The first new
paragraph states that the term ``proceeding'' shall be broadly
construed. The second new paragraph provides that references to a
``director,'' ``officer,'' ``employee,'' or ``agent'' of the Exchange
shall include, without limitation, situations where such person is
serving at the request of the Exchange as a director, officer,
employee, trustee or agent of another entity.
     The Exchange also proposes to make certain additional
amendments to Article VIII of the Exchange Bylaws that are not material
and will not impair the ability of (1) the Exchange to carry out its
functions and responsibilities under the Act and the rules and
regulations promulgated thereunder or (2) the Commission to enforce the
Act and the rules and regulations thereunder.
(VII) Miscellaneous Provisions
    The Exchange proposes to make the following amendments to Article
XI of the Exchange Bylaws:
     Revising the language of the following sentence in Section
3 of Article XI: ``All books and records of the

[Exchange] reflecting confidential information pertaining to the self-
regulatory function of the [Exchange] (including disciplinary matters,
trading data, trading practices, and audit information) and the
information contained in those books and records shall be retained in
confidence by the [Exchange] and the Directors, officers, employees,
hearing officers, other agents and advisors of the [Exchange], shall
not be used by the [Exchange] for any non-regulatory purposes and shall
not be made available to any Person (including any [Member]), other
than to personnel of the Commission, and those Directors, officers,
employees, hearing officers, other agents and advisors of the
[Exchange] to the extent necessary or appropriate to discharge properly
the self-regulatory responsibilities of the [Exchange].'' Specifically,
the Exchange proposes to (i) delete the phrase ``and the information
contained in those books and records''; (ii) replace the phrase ``the
Directors, officers, employees, hearing officers, other agents and
advisors'' of the Exchange with the more general term ``personnel'';
(iii) add the following to the list of persons who may receive
confidential information to the extent necessary or appropriate to
properly discharge the self-regulatory responsibilities of the
Exchange: Members of committees of the Board, members of the Board,
hearing officers and other agents of the Exchange.
     Amending Section 6(a) of Article XI (Execution of
Instruments, Contracts, etc.) to eliminate the statement that the Chief
Executive Officer, the Chief Regulatory Officer, the Secretary or such
other officer or officers or person or persons as the Chief Executive
Officer, the Chief Regulatory Officer, or the Secretary may from time
to time designate may sign checks, drafts, bills of exchange, notes or
other obligations or orders for the payment of money, and to eliminate
the defined term ``Authorized Officers.'' Correspondingly, any
``officer, employee or agent,'' instead of an Authorized Officer, would
be authorized, in the name of and on behalf of the Exchange, to enter
into or execute and deliver deeds, bonds, mortgages, contracts and
other obligations or instruments, and such authority may be general or
confined to specific instances.
     Amending Section 6(b) of Article XI to permit any officer
of the Exchange, or, to the extent designated for such purposes from
time to time by the Board, an employee or agent of the Exchange, rather
than an Authorized Officer, to execute all applications, written
instruments and papers required by any department of the United States
government or by any state, county, municipal or other governmental
authority in the name of the Exchange. Such designation may contain the
power to substitute, in the discretion of the person named, one or more
persons.
     Deleting Section 8 of Article XI regarding how notices
contemplated by the Exchange Bylaws may be given.\145\
---------------------------------------------------------------------------

    \145\ Comparable language has been moved to Article III, Section
10.
---------------------------------------------------------------------------

     Deleting Section 10 of Article XI regarding stock
certificates and uncertificated shares.
(VIII) Additional Amendments
    In addition to the definitional changes discussed above, the
Exchange proposes to make the following changes to Article I of the
Exchange Bylaws regarding definitions.\146\
---------------------------------------------------------------------------

    \146\ The Exchange also proposes to make changes to other
provisions of the Bylaws that reflect the changes made to these
definitions.
---------------------------------------------------------------------------

     Amend the definition of ``Act'' by deleting the
parenthetical ``and in effect from time to time and any successor
statute'' to conform to the BATS Exchanges' definition.
     Replace the Exchange's current definition of ``Affiliate''
with the BATS Exchanges' definition. The Exchange currently defines an
``Affiliate'' as ``with respect to any Person, any other person
directly or indirectly through one or more intermediaries Controlling,
Controlled by, or under direct or indirect common Control with, such
Person. `Affiliated' shall have the correlative meaning.''
Correspondingly, the Exchange currently defines ``Control'' to mean
``the possession, directly or indirectly, of the power to direct or
cause the direction of the management or policies of a Person, whether
through the ownership of voting securities or general partnership or
managing member interests, by contract or otherwise. `Controlling' and
`Controlled' shall have correlative meanings.'' The Exchange would
eliminate both of these definitions, and adopt the following definition
of ``affiliate'': ``a person that directly, or indirectly through one
or more intermediaries, controls or is controlled by, or is under
common control with, the person specified.''
     Amend the definition of ``Board'' to include ``Board of
Directors'' as a defined term.
     Delete the definition of ``Business Day,'' and add the
definition of ``day''. ``Day'' would be defined as a ``calendar day.''
     Define a ``broker'' as having the same meaning as in
Section 3(a)(4) of the Act.
     Delete the definition of ``Chairman'' as it is defined in
Article III, Section 5 of the Bylaws.
     Delete the definition of ``Control.''
     Define a ``dealer'' as having the same meaning as in
Section 3(a)(5) of the Act.\147\
---------------------------------------------------------------------------

    \147\ 15 U.S.C. 78c(a)(5).
---------------------------------------------------------------------------

     Delete the definition of ``DGCL'' as the term will not be
used in the revised Exchange Bylaws.
     Delete the definitions of ``Direct Edge Holdings,''
``Direct Edge'' and ``Holdings Operating Agreement.''
     Revise the definition of an ``Exchange Member'' to replace
the reference to a broker or dealer that has been admitted to
membership in the ``Exchange'' with the more general phrase ``national
securities exchange operated by the [Exchange].''
     Replace the term ``Exchange Member Representative'' with
the term ``Executive Representative.'' In addition, the Exchange
proposes to clarify within the definition the means by which the
Executive Representative may give notice to the Secretary.
Specifically, the amendment would provide that notice may be given
``via electronic process or such other process as the [Exchange] may
prescribe.''
     Revise the proviso in the definition of ``Independent
Director,'' which currently states that ``an individual who otherwise
qualifies as an Independent Director shall not be disqualified from
serving in such capacity solely because such Director is a Director of
the Company, Direct Edge, Direct Edge Holdings or EDGX Exchange, Inc.''
The Exchange proposes to replace the phrase ``Direct Edge, Direct Edge
Holdings or EDGX Exchange, Inc.'' with the phrase ``or its
stockholder.''
     Replace the current definition of ``List of Candidates''
with the version of the definition employed by the BATS Exchanges.
Specifically, the Exchange proposes to delete its existing definition,
which states that the List of Candidates ``shall have the meaning set
forth in Article III, Section 4(e).'' In its place, the Exchange would
define a List of Candidates as ``the list of nominees for Member
Representative Director positions as nominated by the Member Nominating
Committee and amended by petitions filed by Exchange Members. The List
of Candidates is submitted to Exchange Members for the final selection
of nominees to be elected by stockholders to serve as Member
Representative Directors.''
     Revise the definition of ``Person.'' The Exchange
currently defines a ``Person'' as ``any individual, partnership, joint
stock company,

corporation, entity, association, trust, limited liability company,
joint venture, unincorporated organization, and any government,
governmental department or agency or political subdivision of any
government.'' The new definition would define a ``person'' as ``a
natural person, partnership, corporation, limited liability company,
entity, government, or political subdivision, agency or instrumentality
of a government.''
     Delete the specific reference to branch managers from the
definition of ``person associated with an Exchange Member.''
     Delete the definition of ``Petition Candidates.''
     Delete the definition of ``Petition Deadline'' and replace
the term ``Petition Date'' with the term ``Record Date.'' The Exchange
would continue to define the ``Record Date'' as ``a date at least
thirty-five (35) days before the date announced as the date for the
annual meeting of stockholders.'' In addition, however, the Exchange
proposes to clarify that the Record Date is ``set as the last date on
which Exchange Members may petition to add to the List of Candidates
and used to determine whether Exchange Members are entitled to vote on
the final List of Candidates.''
     Amend the definition of ``Rules'' by deleting the
parenthetical ``with respect to the company.''
     Delete the definition of ``SRO.'' \148\
---------------------------------------------------------------------------

    \148\ As discussed above, the Exchange also proposes to change
the name of the ``Exchange Member Nominating Committee'' to ``Member
Nominating Committee,'' and move the definition from Art. I(q) to
I(r).
---------------------------------------------------------------------------

     Corresponding technical, non-substantive changes to
conform the paragraph letters for defined terms.
    The Exchange notes that it is not proposing to change the statement
in the definition of ``stockholder'' that identifies DEI as the sole
stockholder of the Exchange.\149\
---------------------------------------------------------------------------

    \149\ See Exchange Bylaws, Art. I(hh) (to be renumbered Article
I(cc)).
---------------------------------------------------------------------------

(ii) Changes to Conform to the BATS Exchanges' Proposed Changes to the
Existing Bylaws in Connection With the Combination
    In addition to the changes discussed above, the Exchange proposes
to make the following amendments to the Exchange Bylaws, which are
consistent with the changes proposed to be made by the BATS Exchanges
in connection with the Combination:
     Adding new Section 2(b) and amending Section 3(b) of
Article III of the Exchange Bylaws to clarify that the Chief Executive
Officer of the Exchange is considered to be an Industry Director, but
is excluded from being designated as a member of one of the three
classes of directors for purposes of the Board's staggered three-year
terms. The Exchange understands that the BATS Exchanges have proposed
this amendment to clarify, rather than change, their current practice.
The revised Exchange Bylaws require that the Board of Directors be
composed of one Director who is the Chief Executive Officer of the
Exchange, and a sufficient number of Non-Industry Directors (including
Independent Directors), Industry Directors and Member Representative
Directors such that (i) the number of Non-Industry Directors, including
at least one Independent Director, equals or exceeds the sum of the
number of Industry Directors and Member Representative Directors, and
(ii) the number of Member Representative Directors equals at least 20
percent of the Board of Directors (the ``Exchange Board Composition
Requirements'').\150\ Because the definition of ``Industry Director''
includes a Director that has an employment relationship with the
Exchange,\151\ the Chief Executive Officer of the Exchange will always
meet the definition of ``Industry Director.'' Consistent with this
definition, and in order to effectuate the Exchange Board Composition
Requirements, the Exchange considers the Chief Executive Officer to be
an Industry Director. Were the Chief Executive Officer to not be
considered for purpose of determining composition of the board, the
total number of persons affiliated with the securities industry
(including Industry Directors, Member Representative Directors and the
Chief Executive Officer) could potentially exceed the number of Non-
Industry Directors--a result that the Exchange believes the Exchange
Board Composition Requirements were intended to prevent. The Exchange
therefore proposes to add new Section 2(b) of Article III of the
Exchange Bylaws to explicitly clarify that the Chief Executive Officer
shall be considered to be an Industry Director. The Exchange Bylaws
separately provide that each of the Non-Industry Directors and Industry
Directors are divided into one of three classes to serve staggered
three-year terms.\152\ Unlike other Industry Directors, rather than
serving a three-year term, the Chief Executive Officer of the Exchange
serves on the Board of Directors until he or she ceases to be Chief
Executive Officer.\153\ The Exchange is therefore proposing to amend
Section 3(b) of Article III of the Exchange Bylaws to explicitly
clarify that the reference to each Industry Director serving a
staggered three-year term excludes the Chief Executive Officer.
---------------------------------------------------------------------------

    \150\ See Exchange Bylaws, Art. III, Section 2(b).
    \151\ See Exchange Bylaws, Art. I, para. (o)(vi).
    \152\ See Exchange Bylaws, Art. III, Section 3(b).
    \153\ See Exchange Bylaws, Art. III, Section 3(a).
---------------------------------------------------------------------------

     Amending Section 4(a), Section 4(c) and Section 4(e) of
Article III of the Exchange Bylaws to permit the Director nomination
and election process (including the Member Representative Director
nomination and election process conducted by the Member Nominating
Committee) to be conducted through either an annual or special meeting
of stockholders, rather than solely through an annual meeting of
stockholders. Without this change, should one or more vacancies on the
Board of Directors occur, the vacancies would continue until they can
be filled at an annual meeting. As a result, vacancies that arise soon
after an annual meeting could remain for close to a full year. The
Exchange therefore proposes to amend the Exchange Bylaws to add
flexibility to the governance process around the nomination and
election of a Director position that may become vacant at a time that
does not coincide with the Exchange's annual director election process,
by permitting the process to occur at any time via a special meeting of
stockholders.
     Amending Section 2(a) of Article V of the Exchange Bylaws
to clarify that the Chairman, with the approval of the Board, not only
appoints the members of all committees of the Board, but also the chair
of each committee. The Exchange understands that this amendment is
intended to reflect the current committee and committee Chair
appointment processes utilized by the BATS Exchanges.
     Amending Section 6(c) of Article V of the Exchange Bylaws
to clarify that the Regulatory Oversight Committee responsibilities
include, in consultation with the Chief Executive Officer of the
Exchange, establishing the goals, assessing the performance, and fixing
the compensation of the Chief Regulatory Officer of the Company. These
amendments are intended to reflect the current responsibilities of the
Regulatory Oversight Committee for the Exchange.
     Expanding the prohibition contained in Section 2 of
Article XI of the Exchange Bylaws. Currently, Section 2 prohibits DEI
and DE Holdings directors, officers, employees, agents or advisors who
are not also directors, officers, staff, counsel or advisors of the
Exchange from participating in any meetings of the Exchange's Board of
Directors (or any committee thereof) pertaining to the self-regulatory
function

of the Exchange (including disciplinary matters). Because, following
the Combination, the Exchange also will be owned indirectly by New BGM,
instead of only directly by DEI and indirectly by DE Holdings, the
Exchange is proposing to expand this prohibition to cover both its
direct and indirect parent companies. The Exchange believes that this
amendment will protect the independence of the Exchange's self-
regulatory activities.
     Correcting certain typographical errors, including
conforming the spelling of ``Bylaws'' throughout the organizational
documents of the Exchange and its parent companies.
9. Exchange Rule 2.3--Member Eligibility
    Pursuant to Exchange Rule 2.3, in order to be eligible for
membership in the Exchange, a registered broker or dealer is required
to be a member of at least one other national securities association or
national securities exchange. However, membership in the Exchange's
affiliated national securities exchange, EDGX, is not sufficient for
purposes of eligibility for Exchange membership. As a result of the
Combination, the Exchange will additionally become affiliated with the
BATS Exchanges. The Exchange continues to believe that it is
appropriate to limit its membership to registered broker-dealers that
are members of at least one national securities association or national
securities exchange that is not affiliated with the Exchange.
Therefore, the Exchange proposes to amend Exchange Rule 2.3 to specify
that a registered broker-dealer will be eligible for membership only if
it is a member of a national securities association or national
securities exchange other than or in addition to BATS, BYX, or EDGX.
The proposed amendments to Exchange Rule 2.3 are set forth in Exhibit
5I.
10. Exchange Rule 2.12--DE Route as Inbound Router
    DE Route provides Members of the Exchange and EDGX with optional
routing services to other market centers. Thus, in certain
circumstances, DE Route provides inbound routing from EDGX to the
Exchange. Exchange Rule 2.12 governs this inbound routing of orders by
DE Route to the Exchange in DE Route's capacity as a facility of EDGX.
Recognizing that the Commission has previously expressed concern
regarding the potential for conflicts of interest in instances where a
member firm is affiliated with an exchange to which it is routing
orders, the Exchange has implemented limitations and conditions on DE
Route's affiliation with the Exchange in order to permit the Exchange
to accept inbound orders that DE Route routes in its capacity as a
facility of EDGX. These conditions and limitations, set forth in
Exchange Rule 2.12(a), require that:
    (1) The Exchange must enter into (a) a plan pursuant to Rule 17d-2
under the Act with a non-affiliated self-regulatory organization
(``SRO'') to relieve the Exchange of regulatory responsibilities for DE
Route with respect to rules that are common rules between the Exchange
and the non-affiliated SRO, and (b) a regulatory services contract
(``Regulatory Contract'') with a non-affiliated SRO to perform
regulatory responsibilities for DE Route for unique Exchange rules.
    (2) The Regulatory Contract must require the Exchange to provide
the non-affiliated SRO with information, in an easily accessible
manner, regarding all exception reports, alerts, complaints, trading
errors, cancellations, investigations, and enforcement matters
(collectively ``Exceptions'') in which DE Route is identified as a
participant that has potentially violated Exchange or Commission Rules,
and requires that the non-affiliated SRO provide a report, at least
quarterly, to the Exchange quantifying all Exceptions in which DE Route
is identified as a participant that has potentially violated Exchange
or Commission rules.
    (3) The Exchange, on behalf of its parent company, must establish
and maintain procedures and internal controls reasonably designed to
ensure that DE Route does not develop or implement changes to its
system based on non-public information obtained as a result of its
affiliation with the Exchange, until such information is available
generally to similarly situated Members of the Exchange.
    (4) The Exchange may furnish to DE Route only the same information
and on the same terms as the Exchange makes available in the normal
course of business to other users.\154\
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    \154\ See Exchange Rule 2.12(a)(2).
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    In addition, Exchange Rule 2.12(b) states that, provided the
conditions in Exchange Rule 2.12(a) are complied with, and provided
further that DE Route operates as an outbound router on behalf of EDGX
on the same terms and conditions as it does for the Exchange, and in
accordance with the rules of EDGX, DE Route may provide inbound routing
services to the Exchange from EDGX.
    Similar to the role of DE Route with respect to the DE Exchanges,
the Exchange understands that BATS Trading provides members of the BATS
Exchanges with optional routing services to other market centers, which
may include routing from a BATS Exchange to the Exchange. Following the
Combination, it is expected that BATS Trading will continue to provide
these routing services, which may involve routing to the Exchange.
Because, following the Combination, BATS Trading will be affiliated
with and potentially routing to the Exchange, the Exchange believes
that the potential conflict of interest currently addressed by Exchange
Rule 2.12 with respect to DE Route must also be addressed with respect
to BATS Trading.
    The Exchange is therefore proposing to amend and expand Exchange
Rule 2.12 such that substantially the same conditions and limitations
that currently apply to the inbound routing of orders by DE Route apply
to the inbound routing of orders by BATS Trading. The proposed
amendments to Exchange Rule 2.12, as set forth in Exhibit 5K, would
provide that, in order for the Exchange to accept inbound routed orders
from BATS Trading, the conditions and limitations currently set forth
in Exchange Rule 2.12 with respect to DE Route must also be satisfied
with respect to BATS Trading.
    The Exchange believes that these proposed amendments will
adequately manage the potential for a conflict of interest that could
arise from BATS Trading routing orders to the Exchange. The Exchange
expects to arrange that these conditions be met prior to the Closing so
as to allow BATS Trading to continue routing to the Exchange following
the Closing without interruption.\155\
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    \155\ If such conditions and limitations are not satisfied by
Closing, the Exchange will not accept inbound orders from BATS
Trading until such conditions and limitations are satisfied.
---------------------------------------------------------------------------

    In addition, the language in Exchange Rule 2.12(a) leading into the
four conditions described above incorrectly refers to the conditions
being undertaken by ``each of the Exchange and DE Route.'' However, by
their terms, the conditions contained in Exchange Rule 2.12 are
undertaken only by the Exchange and, in one case, the Exchange on
behalf of its parent company. The Exchange therefore proposes to delete
the incorrect reference to DE Route.
11. Exchange Rule 2.10--Affiliation Between Exchange and a Member
a. Affiliation With BATS Trading
    Exchange Rule 2.10 provides that, subject to certain exceptions,
without the prior approval of the Commission,

(i) the Exchange or any entity with which the Exchange is affiliated
(as defined in Rule 12b-2 under the Act), may not directly or
indirectly acquire or maintain an ownership interest in a Member of the
Exchange, and (ii) a Member of the Exchange may not be or become an
affiliate of the Exchange, or an affiliate of any affiliate of the
Exchange.
    BATS Trading is currently a Member of the Exchange. As a result of
the Combination, (i) New BGM, an entity affiliated with the Exchange,
will acquire and maintain an indirect ownership interest in BATS
Trading, and (ii) BATS Trading will become an affiliate of the
Exchange. Pursuant to Exchange Rule 2.10, the Exchange is seeking the
Commission's prior approval to permit this affiliation.
    The Exchange notes that the purpose of Exchange Rule 2.10 is to
prevent or manage potential conflicts of interest that could arise from
the Exchange or its affiliates having an ownership interest in an
Exchange Member, particularly with respect to the Exchange's obligation
under Section 19(g) of the Act to enforce its Members' compliance with
the Act, the Commission's rules thereunder, and Exchange Rules.\156\
---------------------------------------------------------------------------

    \156\ 15 U.S.C. 78s(g).
---------------------------------------------------------------------------

    The Exchange believes that it should be permitted to become
affiliated with BATS Trading, notwithstanding BATS Trading's Exchange
membership. As described above, as a result of the proposed amendments
to Exchange Rule 2.12, the Exchange intends on addressing the potential
conflicts of interests arising from its expected affiliation with BATS
Trading by, among other things, entering into (i) a plan pursuant to
Rule 17d-2 under the Act with a non-affiliated SRO to relieve the
Exchange of regulatory responsibilities for BATS Trading with respect
to rules that are common rules between the Exchange and the non-
affiliated SRO, and (ii) a Regulatory Contract with a non-affiliated
SRO to perform regulatory responsibilities for BATS Trading for unique
Exchange rules. The Exchange believes that any potential conflict of
interest that would arise as a result of its affiliation with BATS
Trading will be mitigated by the same procedures that the Exchange
anticipates adopting to satisfy the proposed amendments to Exchange
Rule 2.12. The Exchange therefore requests that, pursuant to Exchange
Rule 2.10, the Commission approve the indirect acquisition of BATS
Trading by an affiliate of the Exchange and the resulting affiliation
between the Exchange and BATS Trading, so long as the requirements
under Exchange Rule 2.12, as proposed to be amended, are satisfied.
b. Proposed Amendments to Exchange Rule 2.10
    The Exchange also proposes to make several changes to Exchange Rule
2.10 to reflect the proposed change in the corporate structure of the
Exchange after Closing. Specifically, Rule 2.10 currently states that
nothing in Rule 2.10 shall prohibit a Member or its affiliate from
acquiring or holding an equity interest in DE Holdings that is
permitted by the DE Holdings Ownership and Voting Limitations.
Furthermore, Rule 2.10 currently states that nothing in Rule 2.10 shall
prohibit a Member from being or becoming an affiliate of the Exchange,
or an affiliate of any affiliate of the Exchange, solely by reason of
such Member or any officer, director, manager, managing member, partner
or affiliate of such Member being or becoming a Director serving on the
Board of Directors of DE Holdings. Because New BGM will replace DE
Holdings as the ultimate parent company of the Exchange after Closing,
New BGM's governing documents, as opposed to the revised DE Holdings
governing documents, set forth the relevant ownership and voting
limitations, and provide for Member representation on the New BGM
Board. Therefore, the Exchange proposes to replace the references to DE
Holdings and its governing documents in Rule 2.10 with references to
New BGM and its governing documents. The proposed revisions to Exchange
Rule 2.10 are set forth in Exhibit 5J.
    In addition, current Exchange Rule 2.10 states that nothing in this
Rule shall prohibit the Exchange from being an affiliate of DE Route or
of EDGX Exchange, Inc. Because the Exchange will be affiliated with
BATS Trading and the BATS Exchanges, as well as DE Route and EDGX,
after Closing, the Exchange proposes to expand this provision to
specifically permit the Exchange's affiliation with BATS Trading and
the BATS Exchanges.
2. Statutory Basis
    The Exchange believes that the Proposed Rule Change is consistent
with the requirements of the Act \157\ and the rules and regulations
thereunder that are applicable to a national securities exchange, and,
in particular, with the requirements of Section 6(b) of the Act.\158\
In particular, the proposal is consistent with Section 6(b)(1) of the
Act \159\ in that it enables the Exchange to be so organized as to have
the capacity to be able to carry out the purposes of the Act and to
comply, and to enforce compliance by its Members and persons associated
with its Members, with the provisions of the Act, the rules and
regulations thereunder, and the Rules of the Exchange. The Proposed
Rule Change is designed to enable the Exchange to continue to have the
authority and ability to effectively fulfill its self-regulatory duties
pursuant to the Act and the rules promulgated thereunder. In
particular, the Proposed Rule Change includes in the New BGM Charter
and New BGM Bylaws, like the Current BGM Charter and Current BGM
Bylaws, various provisions intended to protect and maintain the
integrity of the self-regulatory functions of the Exchange upon
Closing. Including such provisions in the New BGM Charter and New BGM
Bylaws is important because New BGM will be the new ultimate parent
company of the Exchange. For example, the New BGM Bylaws, as described
above, are drafted to preserve the independence of the Exchange's self-
regulatory function and ensure that the Exchange is able to obtain
information it needs from the specified parties to detect and deter any
fraudulent and manipulative acts in its marketplace and carry out their
regulatory responsibilities under the Act. In addition, the New BGM
Charter and New BGM Bylaws are drafted to make sure that the Exchange's
Board of Directors receives notice of any amendment to the New BGM
Charter and New BGM Bylaws so that the Exchange's Board of Directors
may review and approve, and the Exchange may make any filings with the
Commission necessary for the Exchange to fulfill its regulatory duties
under the Act. The New BGM Charter also imposes the BGM Ownership
Limitation and BGM Voting Limitation to preclude undue influence over
or interference with the Exchange's self-regulatory functions and
fulfillment of its regulatory duties under the Act. Moreover, to the
extent any protections are being deleted in any governing documents,
there are adequate substitutes proposed to be implemented. For example,
the deletion of the DE Holdings Ownership and Voting Limitations are
being deleted, in favor of the BGM Ownership Limitation and the BGM
Voting Limitation.
---------------------------------------------------------------------------

    \157\ 15 U.S.C. 78s(b)(1).
    \158\ 15 U.S.C. 78f(b).
    \159\ 15 U.S.C. 78f(b)(1).
---------------------------------------------------------------------------

    Moreover, notwithstanding the Proposed Rule Change, including the
change to the ownership structure of the

Exchange, the Commission will continue to have regulatory authority
\160\ over the Exchange, as is currently the case, as well as
jurisdiction over the Exchange's direct and indirect parents with
respect to activities related to the Exchange.\161\ As a result, the
Proposed Rule Change will facilitate an ownership structure that will
provide the Commission with appropriate oversight tools to ensure that
the Commission will have the ability to enforce the Act with respect to
the Exchange, its direct and indirect parent entities and their
directors (where applicable), officers, employees and agents to the
extent they are involved in the activities of the Exchange.
---------------------------------------------------------------------------

    \160\ See, e.g., New DE Holdings LLC Agreement, Art. X, Section
10.03.
    \161\ See, e.g., New BGM Bylaws, Section 14.05; BGM Holdings
Bylaws, Section 7.3.
---------------------------------------------------------------------------

    The Exchange also believes that the Proposed Rule Change furthers
the objectives of Section 6(b)(5) of the Act.\162\ The Proposed Rule
Change is consistent with and facilitates a governance and regulatory
structure that is designed to prevent fraudulent and manipulative acts
and practices, to promote just and equitable principles of trade, to
foster cooperation and coordination with persons engaged in regulating,
clearing, settling, processing information with respect to, and
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 Proposed Rule Change provides transparency and certainty, and
promotes efficiency, with respect to the governance and corporate
structure of the Exchange and its direct and indirect parent companies.
For example, the Exchange proposes to adopt an approach to corporate
governance that is consistent with the approach taken by the BATS
Exchanges and previously approved by the Commission.\163\ The Exchange
proposes to revise the Exchange Certificate of Incorporation and
Exchange Bylaws to make them substantively consistent with the BATS
Exchanges' existing governing documents. In addition, the Exchange
proposes several amendments to the Exchange Bylaws that reflect changes
that the BATS Exchanges propose to make to their Bylaws as a result of
the Combination. The Exchange believes that these additional changes,
among other things, will remove administrative impediments to, and
reduce the potential for conflicts of interest in, the governance of
the Exchange. By simplifying and unifying the governance structure of
the four exchanges in this way, the Proposed Rule Change promotes the
maintenance of a fair and orderly market, the protection of investors
and the protection of the public interest.
---------------------------------------------------------------------------

    \162\ 15 U.S.C. 78f(b)(5).
    \163\ See Securities Exchange Act Release No. 58375 (Aug. 18,
2008), 73 FR 49498 (Aug. 21, 2008); Securities Exchange Act Release
No. 62716 (Aug. 13, 2010), 75 FR 51295 (Aug. 19, 2010).
---------------------------------------------------------------------------

    In addition, the Exchange expects that the Combination will
facilitate efficiencies and innovation for clients and efficient,
transparent and well-regulated markets for issuers and clients, thus
removing impediments to, and perfecting the mechanism of a free and
open market and a national market system. The Combination will benefit
investors, the market as a whole, and shareholders by, among other
things, enhancing competition among securities venues and reducing
costs. In particular, the Combination will result in a third major
exchange operator which will have more streamlined and efficient
operations, including the transition of the DE Exchanges to a
technology platform in common with the BATS Exchanges, thereby
intensifying competition for transaction order flow with other exchange
and non-exchange trading centers, as well as potentially in other areas
where the two major exchange operators lead, such as proprietary market
data products and listings. This enhanced level of competition among
trading centers will benefit investors through new or more competitive
product offerings and, ultimately, lower costs.
    Furthermore, the Exchange is not proposing any significant changes
to its existing operational and trading structure in connection with
the change in ownership; the Exchange will operate in essentially the
same manner upon Closing as it operates today. Therefore, the Exchange
believes that it will continue to satisfy the requirements of the Act
and the rules and regulations thereunder that are applicable to a
national securities exchange. The changes the Exchange is proposing to
Exchange Rules 2.3 are designed to extend the membership eligibility
criteria in a way that is consistent with the current rule, taking into
account the prospective affiliation with the BATS Exchanges. The
proposed changes to Exchange Rules 2.12 and 2.10 are designed to
address the potential for conflicts of interest due to the prospective
affiliation between the Exchange and BATS Trading. The Exchange
believes that these proposed changes to its Rules are consistent with
the requirements of the Act and the rules and regulations thereunder.
The Exchange believes that these rule changes promote the maintenance
of a fair and orderly market, the protection of investors and the
public interest, and is in the best interests of the Exchange and its
Members as it would continue to allow routing of orders between four
affiliated exchanges.
    Finally, with the Proposed Rule Change, the Exchange emphasizes
that it believes that the Proposed Rule Change is not inconsistent with
the Order Instituting Administrative and Cease-and-Desist Proceedings
Pursuant to Sections 19(h) and 21C of the Securities Exchange Act of
1934, Making Findings, and Imposing Remedial Sanctions and Cease-and-
Desist Order, entered by the Commission on October 13, 2011.\164\
---------------------------------------------------------------------------

    \164\ See Securities Exchange Act Release No. 65556 (Oct. 13,
2011).
---------------------------------------------------------------------------

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

    The Exchange does not believe that the Proposed Rule Change would
result in any burden on competition that is not necessary or
appropriate in furtherance of the purposes of the Act. Indeed, the
Exchange believes that the Proposed Rule Change will enhance
competition among intermarket trading venues, as the Exchange believes
that the Combination will produce a stronger and more efficient entity
that will have an improved ability to provide innovative products and
services. Moreover, the Exchange will continue to conduct regulated
activities (including operating and regulating its market and Members)
of the type it currently conducts, but will be able to do so in a more
efficient manner to the benefit of its Members. Furthermore, the
Exchange's conclusion that the Proposed Rule Change would not result in
any burden on competition that is not necessary or appropriate in
furtherance of the purposes of the Act \165\ is consistent with the
Commission's prior conclusions about similar combinations involving
multiple exchanges in a single corporate family.\166\
---------------------------------------------------------------------------

    \165\ 15 U.S.C. 78f(b)(8).
    \166\ See, e.g., Securities Exchange Act Release No. 66071 (Dec.
29, 2011), 77 FR 521 (Jan. 05, 2012) (SR-CBOE-2011-107 and SR-NSX-
2011-14); Securities Exchange Act Release No. 58324 (Aug. 7, 2008),
73 FR 46936 (Aug. 12, 2008) (SR-BSE-2008-02; SR-BSE-2008-23; SR-BSE-
2008-25; SR-BSECC-2008-01); Securities Exchange Act Release No.
53382 (Feb. 27, 2006), 71 FR 11251 (Mar. 06, 2006) (SR-NYSE-2005-
77).

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

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

    The Exchange has not solicited or received written comments on the
Proposed Rule Change.

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

    Within 45 days of the date of publication of this notice in the
Federal Register or within such longer period up to 90 days (i) as the
Commission may designate if it finds such longer period to be
appropriate and publishes its reasons for so finding or (ii) as to
which the self-regulatory organization consents, the Commission will:
    (A) by order approve or disapprove the proposed rule change, or
    (B) institute proceedings to determine whether the proposed rule
change should be disapproved.

IV. Solicitation of Comments

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

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to<EMAIL_ADDRESS>Please include
File Number SR-EDGA-2013-34 on the subject line.

Paper Comments

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

    All submissions should refer to File Number SR-EDGA-2013-34. This
file number should be included on the subject line if email is used. To
help the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all
written statements with respect to the proposed rule change that are
filed with the Commission, and all written communications relating to
the proposed rule change between the Commission and any person, other
than those that may be withheld from the public in accordance with the
provisions of 5 U.S.C. 552, will be available for Web site viewing and
printing in the Commission's Public Reference Room, 100 F Street NE.,
Washington, DC 20549, on official business days between the hours of
10:00 a.m. and 3:00 p.m. Copies of the filing also will be available
for inspection and copying at the principal office of 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-2013-34 and should be
submitted on or before January 7, 2014.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\167\
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    \167\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2013-29900 Filed 12-16-13; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register Volume 87, Number 93 (Friday, May 13, 2022)]
[Notices]
[Page 29418]
[FR Doc No: 2022-10254]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-94870; File Nos. SR-MIAX-2022-15, SR-EMERALD-2022-14]

Self-Regulatory Organizations; Miami International Securities
Exchange, LLC and MIAX Emerald, LLC; Notice of Withdrawal of Proposed
Rule Changes To Establish Fees for the Exchanges' cToM Market Data
Products

May 9, 2022.
    On April 1, 2022, Miami International Securities Exchange, LLC
(``MIAX'') and MIAX Emerald, LLC (``MIAX Emerald'') (collectively, the
``Exchanges'') each filed with the Securities and Exchange Commission
(``Commission''), pursuant to Section 19(b)(1) of the Securities
Exchange Act of 1934 (``Act''),\1\ and Rule 19b-4 thereunder,\2\ a
proposed rule change to establish fees for, respectively, the MIAX
Complex Top of Market (``cToM'') and the MIAX Emerald cToM market data
products.
---------------------------------------------------------------------------

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

    The proposed rule changes were immediately effective upon filing
with the Commission pursuant to Section 19(b)(3)(A) of the Act.\3\ On
April 20, 2022, the proposed rule changes were published for comment in
the Federal Register and, pursuant to Section 19(b)(3)(C) of the
Act,\4\ the Commission: (1) Temporarily suspended the proposed rule
changes; and (2) instituted proceedings under Section 19(b)(2)(B) of
the Act \5\ to determine whether to approve or disapprove the proposed
rule changes.\6\ On April 29, 2022, the Exchanges withdrew the proposed
rule changes (SR-MIAX-2022-15, SR-EMERALD-2022-14).
---------------------------------------------------------------------------

    \3\ 15 U.S.C. 78s(b)(3)(A). A proposed rule change may take
effect upon filing with the Commission if it is designated by the
exchange as ``establishing or changing a due, fee, or other charge
imposed by the self-regulatory organization on any person, whether
or not the person is a member of the self-regulatory organization.''
15 U.S.C. 78s(b)(3)(A)(ii).
    \4\ 15 U.S.C. 78s(b)(3)(C).
    \5\ 15 U.S.C. 78s(b)(2)(B).
    \6\ See Securities Exchange Act Release Nos. 94716 (April 14,
2022), 87 FR 23616 (SR-MIAX-2022-15); and 94715 (April 14, 2022), 87
FR 23674 (SR-EMERALD-2022-14).

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\7\
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    \7\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2022-10254 Filed 5-12-22; 8:45 am]
BILLING CODE 8011-01-P