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Notice

Self-Regulatory Organizations; NASDAQ OMX BX, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Adopt Transaction and Routing Fees

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July 3, 2012.

Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”),[1] and Rule 19b-4 thereunder,[2] notice is hereby given that on June 26, 2012, NASDAQ OMX BX, Inc. (“BX” or “Exchange”) filed with the Securities and Exchange Commission (“Commission”) the proposed rule change as described in Items I, II, and III below, which Items have been prepared by the Exchange. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons.

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

The Exchange proposes to amend Chapter XV, Section 2 entitled “BX Options Market—Fees and Rebates” to adopt rebates and fees relating to various options, including during the Opening Cross, and establish Routing Fees.

While the changes proposed herein are effective upon filing, the Exchange has designated these changes to be operative on July 2, 2012.

The text of the proposed rule change is available on the Exchange's Web site at http://www.nasdaqtrader.com/micro.aspx?id=BXRulefilings, at the principal office of the Exchange, and at the Commission's Public Reference Room.

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

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

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

1. Purpose

The Exchange filed and received approval to operate a new options market.[3] The new market, called NASDAQ OMX BX Options, or BX Options, is an all-electronic trading platform with no physical trading floor. At this time BX proposes to adopt various fees and rebates which would be effective as of July 2, 2012. There are no fees or rebates for transacting an options business on BX prior to this date, except for membership, services and equipment charges, which may be applicable, as noted in the 7000 Rules.

BX proposes to amend Chapter XV, Section 2(1) to adopt rebates and fees for Customers, BX Options Market Makers [4] and Non-Customers [5] in various options [6] as follows:

Fees and Rebates

[Per executed contract]

CustomerBX Options market makerNon-Customer 1
IWM, QQQ, SPY:
Rebate to Add Liquidity2 $0.152 $0.15$0.00
Fee to Add Liquidity3 0.153 0.150.43
Rebate to Remove Liquidity0.120.000.00
Fee to Remove Liquidity0.000.430.43
BAC, C, CSCO, F, INTC, MSFT, JPM, GLD, SLV, USO:
Rebate to Add Liquidity2 0.152 0.150.00
Fee to Add Liquidity3 0.373 0.370.43
Rebate to Remove Liquidity0.320.000.00
Fee to Remove Liquidity0.000.430.43
All Other Penny Pilot Options:
Rebate to Add Liquidity2 0.102 0.100.00
Fee to Add Liquidity3 0.403 0.400.43
Rebate to Remove Liquidity0.320.000.00
Fee to Remove Liquidity0.000.430.43
1 A Non-Customer includes a Professional, Firm, Broker-Dealer and Non-BX Options Market Maker.
2 The Rebate to Add Liquidity will be paid to a Customer or BX Options Market Maker only when the Customer or BX Options Market Maker is contra to a Non-Customer or BX Options Market Maker.
3 The Fee to Add Liquidity will be assessed to a Customer or BX Options Market Maker only when the Customer or BX Options Market Maker is contra to a Customer.

The Exchange would pay the Rebate to Add Liquidity, in any symbol, to a Customer or BX Options Market Maker only when the Customer or BX Options Market Maker is contra to a Non-Customer or BX Options Market Maker. The Exchange would not pay a Rebate to Add Liquidity to a Customer or BX Options Market Maker if this qualifier is not met. Similarly, the Exchange would assess a Fee to Add Liquidity, in any symbol, to a Customer or BX Options Market Maker only when the Customer or BX Options Market Maker is contra to a Customer. The Exchange would not assess a Fee to Add Liquidity to a Customer or BX Options Market Maker if this qualifier is not met.

The Exchange also proposes to amend Chapter XV, Section 2(2) to adopt rebates and fees for the Opening Cross to state that Customer orders will receive the Rebate to Remove Liquidity during the Exchange's Opening Cross, unless the contra-side is also a Customer (in which case no Fee to Remove Liquidity is assessed and no Rebate to Remove Liquidity is received). Professionals, Firms, Broker-Dealers and Non-BX Options Market Makers will be assessed the Fee to Remove Liquidity during the Exchange's Opening Cross.

Finally, the Exchange proposes to amend Chapter XV, Section 2(4) to adopt fees for routing contracts to markets other the BX Options market as follows:

ExchangeCustomerFirm/Market Maker/Broker-DealerProfessional
BATS (Penny Pilot)$0.55$0.55$0.55
BOX0.110.550.11
CBOE0.110.550.31
CBOE orders greater than 99 contracts in ETFs, ETNs and HOLDRS)0.29N/A0.31
C20.550.550.55
ISE (Standard)0.110.550.29
ISE (Select Symbols) *0.310.550.39
NOM0.110.550.55
NYSE Arca (Penny Pilot)0.550.550.55
NYSE Amex0.110.550.31
PHLX (for all options than PHLX Select Symbols)0.110.550.36
PHLX Select Symbols **0.500.550.55
* These fees are applicable to orders routed to ISE that are subject to Rebates and Fees for Adding and Removing Liquidity in Select Symbols. See ISE's Schedule of Fees for the complete list of symbols that are subject to these fees.
** These fees are applicable to orders routed to PHLX that are subject to Rebates and Fees for Adding and Removing Liquidity in Select Symbols. See PHLX's Pricing Schedule for the complete list of symbols that are subject to these fees.

The Exchange believes that the proposed fees and rebates are competitive and will encourage BX members to transact business on the Exchange. Specifically, the Exchange believes that the proposed rebates will incentivize BX members to direct orders to the Exchange, resulting in greater liquidity, which benefits all market participants. The proposed fees would enable the Exchange to fund the various proposed rebates and incentivize market participants to route orders to the Exchange. The Routing Fees are proposed to recoup costs that the Exchange incurs for routing and executing certain orders on away markets.

2. Statutory Basis

BX believes that the proposed rule changes are consistent with the provisions of Section 6 of the Act,[7] in general, and with Section 6(b)(4) of the Act,[8] in particular, in that they provide for the equitable allocation of reasonable dues, fees and other charges among members and issuers and other persons using any facility or system which BX operates or controls.

Transaction Charges

The Exchange believes that its proposal to assess different fees and rebates for IWM, QQQ and SPY as compared to BAC, C, CSCO, F, INTC, MSFT, JPM, GLD, SLV, USO and also different fees and rebates for all other Penny Pilot Options is reasonable given the fact that certain symbols such as IWM, QQQ and SPY, as well as other symbols which the Exchange differentiates, are highly liquid Penny Pilot Options as compared to other Penny Pilot Options. Additionally, other options exchanges differentiate pricing by security today.[9]

The Exchange believes that its proposal to assess different fees and rebates for IWM, QQQ and SPY as compared to BAC, C, CSCO, F, INTC, MSFT, JPM, GLD, SLV, USO and also different fees and rebates for all other Penny Pilot Options is equitable and not unfairly discriminatory as described hereafter. With respect to the proposed Rebate to Add Liquidity [10] and Rebate to Remove Liquidity [11] for IWM, QQQ, SPY, BAC, C, CSCO, F, INTC, MSFT, JPM, GLD, SLV, USO and all other Penny Pilot Options, the Exchange believes that these rebates will attract Customer order flow to the Exchange to the benefit of all market participants through increased liquidity. Further, the Exchange also believes it is reasonable, equitable and not unfairly discriminatory to only offer the Rebate to Remove Liquidity to Customers and not other market participants as an incentive to attract Customer order flow to the Exchange. It is an important Exchange function to provide an opportunity to all market participants to trade against Customer orders.

With respect to the Rebate to Add Liquidity, the Exchange is only paying the Rebate to Add Liquidity to a Customer or BX Options Market Maker when either the Customer or a BX Options Market Maker is contra to a Non-Customer [12] or BX Options Market Maker. While the Customer and BX Options Market Maker are unaware at the time they enter a transaction whether they would earn a rebate, the Exchange believes that the possibility of earning a $0.15 or $0.10 per contract Rebate to Add Liquidity, depending on the security, when trading against a Non-Customer (Professional, Firm, Broker-Dealer or Non-BX Options Market Maker) or BX Options Market Maker should incentivize these critical market participants to add liquidity. Increased liquidity benefits all market participants. The Exchange believes that offering both Customers and BX Options Market Makers the opportunity to receive a Rebate to Add Liquidity is reasonable because these market participants differ from other market participants. Customer order flow benefits all market participants by improving liquidity, the quality of order interaction and executions at the Exchange. BX Options Market Makers have obligations to the market and regulatory requirements,[13] which normally do not apply to other market participants. A BX Options Market Maker has the obligation to make continuous markets, engage in course of dealings reasonably calculated to contribute to the maintenance of a fair and orderly market, and not make bids or offers or enter into transactions that are inconsistent with course of dealings. The proposed differentiation as between Customers and BX Options Market Makers and other market participants recognizes the differing contributions made to the liquidity and trading environment on the Exchange by Customers and BX Options Market Makers, as well as the differing mix of orders entered. Further, as noted herein, the Customer and BX Options Market Maker are unaware at the time the order is entered whether they would receive a $0.15 or $0.10 per contract Rebate to Add Liquidity, depending on the security, because they are unaware of the identity of the contra-party, which would determine whether they receive a rebate. The Exchange believes that the Customer and BX Options Market Maker rebate is equitable and not unfairly discriminatory because the Rebate to Add Liquidity, which is only being offered to Customers and BX Options Market Makers, would reward these participants for posting liquidity when they are contra to a Non-Customer (Professionals, Firms, Broker-Dealer or Non-BX Options Market Makers) or a BX Options Market Maker.

The Exchange believes that offering certain market participants a Rebate to Add Liquidity of $0.15 per contract for IWM, QQQ, SPY, BAC, C, CSCO, F, INTC, MSFT, JPM, GLD, SLV, USO and a Rebate to Add Liquidity of $0.10 per contract for all other Penny Pilot Options is reasonable, equitable and not unfairly discriminatory because options overlying IWM, QQQ, SPY, BAC, C, CSCO, F, INTC, MSFT, JPM, GLD, SLV, USO are more liquid, with tighter bid/ask differentials and therefore the Exchange believes a higher Rebate to Add Liquidity is required to incentivize Customers or BX Options Market Makers to post liquidity for the opportunity to obtain a rebate. The Exchange believes that offering a $0.32 per contract Rebate to Remove Liquidity for options overlying BAC, C, CSCO, F, INTC, MSFT, JPM, GLD, SLV, USO and all other Penny Pilot Options is reasonable, equitable and not unfairly discriminatory because the Exchange desires to incentivize participants to transact Customer orders on the Exchange and obtain this rebate. The Exchange believes that this rebate will incentivize members to bring order flow and increase the liquidity on the Exchange to the benefit of all market participants. The Exchange believes that offering Customers a $0.12 per contract Rebate to Remove Liquidity for IWM, QQQ and SPY is reasonable, equitable and not unfairly discriminatory because the Exchange believes that the rebate will incentivize market participants to transact business on the Exchange and the opportunity to receive the rebate will bring liquidity to BX to the benefit of all market participants.

The Exchange's proposal to create Fees to Add Liquidity, in certain circumstances, and Fees to Remove Liquidity for IWM, QQQ, SPY, BAC, C, CSCO, F, INTC, MSFT, JPM, GLD, SLV, USO and all other Penny Pilot Options is reasonable because the fees would enable the Exchange to reward Customers and in some cases BX Options Market Makers that add or remove liquidity with rebates. The advantage of increased Customer order flow benefits all market participants. In addition, the proposed Fees to Add and Remove Liquidity are less than the rates assessed by other exchanges for similar fees.[14] The Exchange's proposal to only assess the Fee to Add Liquidity to a Customer or BX Options Market Maker when the Customer or BX Options Market Maker is contra to a Customer is reasonable, equitable and not unfairly discriminatory because the Exchange would only pay a Rebate to Remove Liquidity to a Customer and this fee enables the Exchange to reward Customers by offering a rebate. As previously, mentioned, attracting Customer order flow to the Exchange benefits all market participants. Also, BX Options Market Makers have burdens, as previously noted, that do not apply to other market participants. All Non-Customer market participants (Professionals, Firms, Broker-Dealers and Non-BX Options Market Makers) would be assessed the same Fee to Add Liquidity on every transaction. The Exchange's proposal to create Fees to Add Liquidity and Fees to Remove Liquidity for IWM, QQQ, SPY, BAC, C, CSCO, F, INTC, MSFT, JPM, GLD, SLV, USO and all other Penny Pilot Options is equitable and not unfairly discriminatory for the reasons which follow hereafter. The Exchange is not assessing Customers a Fee to Remove Liquidity for any security. The Exchange believes that attracting Customer orders to BX benefits all market participants and it is an important Exchange function to provide an opportunity to all market participants to trade against Customer orders. The Exchange is also uniformly assessing all other market participants (BX Options Market Makers, Professionals, Firms, Broker-Dealers and Non-BX Options Market Makers) the same $0.43 per contract Fee to Remove Liquidity.

The Exchange is assessing Customers and BX Options Market Makers lower Fees to Add Liquidity, and only when contra a Customer, as compared to other market participants because as previously stated Customers and BX Options Market Makers make different contributions to the liquidity and trading environment on the Exchange as compared to other market participants. Non-Customer participants do not bring the unique benefits that Customer order flow provides the market nor do these participants have the obligations that were described herein for BX Options Market Makers. The Exchange is uniformly assessing all other market participants (Professionals, Firms, Broker-Dealers and Non-BX Options Market Makers) a $0.43 per contract Fee to Add Liquidity, similar to the Fee to Remove Liquidity.

The Exchange's proposal to pay Customers a Rebate to Remove Liquidity during the Opening Cross [15] except when contra to a Customer, while all market participants except the Customer, the Non-Customer and BX Options Market Maker are assessed the Fee to Remove Liquidity, is reasonable because the Exchange seeks to continue to incentivize market participants to transact orders at the Exchange during the Opening Cross. Further, the Exchange's proposal to assess Non-Customers and BX Options Market Makers a Fee to Remove Liquidity enables the Exchange to reward those Customer orders that remove liquidity. While the Customer is unaware at the time the transaction is entered whether a rebate would be earned, the Exchange believes that the possibility of earning a Rebate to Remove Liquidity when trading against a Non-Customer should incentivize Customer order flow to the benefit of all market participants.

The Exchange's proposal to pay a Customer a Rebate to Remove Liquidity during the Opening Cross except when contra to a Customer, while all market participants except the Customer, the Non-Customer and BX Options Market Maker are assessed the Fee to Remove Liquidity, is equitable and not unfairly discriminatory because as mentioned previously Customer order flow benefits all market participants and similar to other rebates proposed herein, the Customer traditionally pays lower fees. Customer order flow benefits all market participants by improving liquidity, the quality of order interaction and executions at the Exchange. Also, the Exchange is proposing to assess a Fee to Remove Liquidity on all market participants uniformly, other than a Customer, during the Opening Cross to fund the proposed rebate. This is similar to a rebate and fee offered in the Opening Cross on the NOM.[16]

The Exchange's proposed requirement that a BX Options Market Maker must be registered as a BX Options Market Maker in at least one security to qualify for the fees and rebates applicable to a BX Options Market Maker in Chapter XV, Section 2 is reasonable, equitable and not unfairly discriminatory because the Exchange desires to incentivize BX Options Market Makers to be actively engaged in market making to qualify for the fees and rebates proposed herein. Also, NOM has the same requirement for its transaction fees in Chapter XV, Section 2 of the NOM Rules.[17] The Exchange would uniformly apply this standard in paying rebates and assessing fees to BX Options Market Makers.

Routing Fees

The proposed Routing Fees are reasonable because they seek to recoup costs that are incurred by the Exchange when routing Customer, Firm, Market Maker, Broker-Dealer and Professional orders to away markets on behalf of members. Each destination market's transaction charge varies and there is a standard clearing charge for each transaction incurred by the Exchange along with other administrative and technical costs [18] that are incurred by the Exchange. The Exchange believes that the proposed Routing Fees would enable the Exchange to recover the remove fees assessed to each market participant by the away market, plus clearing and other administrative and technical fees [19] for the execution of orders routed to BX and executed on an away market.

The Exchange also believes that the proposed Routing Fees are equitable and not unfairly discriminatory because they would be uniformly applied to all market participant orders that are routed to an away market and to cover the respective cost to route the order. The Exchange applied a similar methodology in calculating the Routing Fees for each market participant by adding not more than a $0.11 per contract fee to the away market's remove fee to determine the Routing Fees.

The Exchange operates in a highly competitive market comprised of ten U.S. options exchanges in which sophisticated and knowledgeable market participants can and do send order flow to competing exchanges if they deem fee levels at a particular exchange to be excessive. The Exchange believes that the proposed fee and rebate scheme is competitive and similar to other fees and rebates in place on other exchanges. The Exchange believes that this competitive marketplace materially impacts the fees and rebates present on the Exchange today and substantially influences the proposal set forth above.

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

BX does not believe that the proposed rule change will impose any burden on competition not necessary or appropriate in furtherance of the purposes of the Act. To the contrary, BX has designed its fees and rebates to compete effectively for the execution and routing of options contracts and to reduce the overall cost to investors of options trading. The Exchange believes that the proposed fee/rebate pricing structure would attract liquidity to and benefit order interaction at the Exchange to the benefit of all market participants.

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

No written comments were either solicited or received.

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

The foregoing rule change has become effective pursuant to Section 19(b)(3)(A)(ii) of the Act.[20] At any time within 60 days of the filing of the proposed rule change, the Commission summarily may temporarily suspend such rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act. If the Commission takes such action, the Commission shall institute proceedings to determine whether the proposed rule should be approved or disapproved.

IV. Solicitation of Comments

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

Electronic Comments

Paper Comments

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

All submissions should refer to File Number SR-BX-2012-043. 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 a.m. and 3 p.m. Copies of the filing also will be available for inspection and copying at the principal office of the Exchange. All comments received will be posted without change; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR-BX-2012-043 and should be submitted on or before July 31, 2012.

For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.[21]

Kevin M. O'Neill,

Deputy Secretary.

Footnotes

3.  See Securities Exchange Act Release No. 67256 (June 26, 2012) (SR-BX-2012-030).

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4.  A BX Options Market Makers must be registered as such pursuant to Chapter VII, Section 2 of the BX Options Rules, and must also remain in good standing pursuant to Chapter VII, Section 4.

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5.  A Non-Customer includes a Professional, Firm, Broker-Dealer and Non-BX Options Market Maker.

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6.  The Exchange is proposing to adopt fees and rebates for options overlying iShares Russell 2000 (“IWM”), PowerShares QQQ Trust (“QQQ”)®; Standard and Poor's Depositary Receipts/SPDRs (“SPY”), Bank of America Corporation (“BAC”), Citigroup, Inc. (“C”), Cisco Systems, Inc. (“CSCO”), Ford Motor Company Common Stock (“F”), Intel Corp (“INTC”), Microsoft Corporation (“MSFT”), JP Morgan Chase & Co. (“JPM”), SPDR Gold Shares (“GLD”), iShares Silver Trust (“SLV”), United States Oil Fund LP Units (“USO”) and all other Penny Pilot Options.

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9.  See NASDAQ OMX PHLX LLC's (“Phlx”) Pricing Schedule, which has different pricing for its Select Symbols and different pricing for other Multiply Listed Options. See also the NASDAQ Options Market LLC (“NOM”) at Chapter XV, Section 2(1), which distinguishes pricing for NDX and MNX. See also the International Securities Exchange LLC's (“ISE”) Fee Schedule, which distinguishes pricing for Special Non-Select Penny Pilot Symbols. See also the Chicago Board Options Exchange, Incorporated's (``CBOE”) Fees Schedule, which distinguishes index products.

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10.  The Exchange proposes a Rebate to Add Liquidity for IWM, QQQ, SPY, BAC, C, CSCO, F, INTC, MSFT, JPM, GLD, SLV, USO of $0.15 per contract and a Rebate to Add Liquidity for all other Penny Pilot Options of $0.10 per contact.

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11.  The Exchange proposes a Rebate to Remove Liquidity for IWM, QQQ, SPY, of $0.12 per contract and a Rebate to Remove Liquidity for BAC, C, CSCO, F, INTC, MSFT, JPM, GLD, SLV, USO and all other Penny Pilot Options of $0.32 per contact.

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12.  For purposes of these fees and rebates in Chapter XV, Section 2(1), a Non-Customer includes a Professional, Firm, Broker-Dealer and Non-BX Options Market Maker.

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13.  Pursuant to Chapter VII (Market Participants), Section 5 (Obligations of Market Makers), in registering as a Market Maker, an Options Participant commits himself to various obligations. Transactions of a Market Maker in its market making capacity must constitute a course of dealings reasonably calculated to contribute to the maintenance of a fair and orderly market, and Market Makers should not make bids or offers or enter into transactions that are inconsistent with such course of dealings. Further, all Market Makers are designated as specialists on BX for all purposes under the Act or rules thereunder. See Chapter VII, Section 5.

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14.  See BATS Exchange, Inc.'s Fee Schedule. See also NOM Chapter XV, Section 2 (the Penny Pilot Fees to Remove Liquidity are $0.45 per contract for all market participants).

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15.  The Opening Cross is the process for determining the price at which orders shall be executed at the open and for executing those orders.

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16.  See The NASDAQ Stock Market, LLC Rules at Chapter XV, Section 2.

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17.  See Securities Exchange Act Release No. 62543 (July 21, 2010), 75 FR 44037 (July 27, 2010) (SR-NASDAQ-2012-075).

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18.  The Exchange utilizes the Nasdaq Options Services LLC (“NOS”), a member of the Exchange and the Exchange's exclusive order router to route orders in options listed and open for trading on the BX to destination markets. See Securities Exchange Act Release No. 67256 (June 26, 2012) (SR-BX-2012-030).

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19.  The Exchange assesses the away market's remove fee plus a $0.06 clearing cost and another $0.05 per contract associated with administrative and technical costs associated with operating NOS. Each time NOS routes to away markets NOS is charged a $0.06 clearing fee and, in the case of certain exchanges, a transaction fee is also charged in certain symbols, which fees are passed through to the Exchange. There are also membership fees at away markets, and technical costs associated with routing.

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20.  15 U.S.C. 78s(b)(3)(A)(ii).

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[FR Doc. 2012-16762 Filed 7-9-12; 8:45 am]

BILLING CODE 8011-01-P