BEFORE THE BUSINESS CONDUCT COMMITTEE OF THE CHICAGO BOARD OPTIONS EXCHANGE, INCORPORATED

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1 BEFORE THE BUSINESS CONDUCT COMMITTEE OF THE CHICAGO BOARD OPTIONS EXCHANGE, INCORPORATED In the Matter of: Automated Trading Desk Financial Services, LLC File No Ewall Street STAR No Mt. Pleasant, SC Subject DECISION ACCEPTING LETTER OF CONSENT This proceeding was instituted by the Business Conduct Committee (the Committee of the Chicago Board Options Exchange, Incorporated (the Exchange as a result of an investigation by the staff of the Exchange. In order to resolve this matter, the subject, Automated Trading Desk Financial Services, LLC has submitted a Letter of Consent. Such Letter of Consent was submitted solely for the purposes of this proceeding without admitting or denying that a violation of Exchange Rules has been committed. With due regard to the stipulated facts and findings and the proposed sanction contained therein, the Committee believes it is appropriate to accept the Letter of Consent for File No (STAR No which is attached to and made a part of this Decision. SO ORDERED FOR THE COMMITTEE Dated: December 29, 2016 By: /s/ Bruce Andrews Bruce Andrews Chairman Business Conduct Committee

2 BEFORE THE BUSINESS CONDUCT COMMITTEE OF THE CHICAGO BOARD OPTIONS EXCHANGE, INCORPORATED In the Matter of: Automated Trading Desk Financial Services, LLC 11 Ewall Street STAR No Mt. Pleasant, SC Subject LETTER OF CONSENT In order to resolve these proceedings pursuant to Chicago Board Options Exchange, Incorporated (the Exchange or CBOE Rule 17.3, Expedited Proceeding, the Subject, Automated Trading Desk Financial Services, LLC ( ATD, 1 hereby submits this Letter of Consent in the above captioned matter. Only for purposes of this proceeding, and without admitting or denying that a violation of Exchange rules has been committed, ATD consents to the Stipulation of Facts and Findings and Sanction set forth below. Overview FINRA staff conducted a review of ATD s order origin code entry and/or clearance in their capacity as a CBOE Trading Permit Holder as it relates to compliance with CBOE Rules 4.2, 4.22, 4.24, 6.51, and 15.1; and Section 17(a of the Securities Exchange Act of 1934, as amended (the Exchange Act and Rule 17a-3 thereunder. Applicable Exchange rules require that, when accepting and marking an order, a Trading Permit Holder must obtain and record an appropriate account type or order origin code in each order record and as an order detail when entering orders into the Exchange s systems to indicate the kind of account for which the order will be executed and cleared. Each options market has its own order origin codes, but at a minimum, all have codes to indicate that an order is being executed for a customer, a firm or a marketmaker. Similarly, when transactions clear at The Options Clearing Corporation ( OCC, they clear in the Customer, Firm, or Market-Maker range (e.g., clear in the customer account of the Trading Permit Holder s clearing firm at OCC. Such order origin codes are important because, among other things, they affect the accuracy of the Exchange s audit trail, may impact priority of order execution, and ensure that trades were reported to the Exchange and to OCC with accurate trade details. As a result of FINRA staff s investigation and as a result of violations self-reported to the staff by ATD, it was concluded that ATD improperly marked certain options orders in violation of certain Exchange rules and federal securities laws Specifically, the Firm improperly marked numerous options orders with incorrect origin code of Customer rather than Professional Customer 2 and sent those orders to CBOE 1 n/k/a Citi Order Routing and Execution, LLC (effective 10/4/16 2 The term Professional Customer means a person or entity that is not a broker or dealer in securities, but places more than 390 orders in listed options per day on average during a calendar month for its own beneficial account(s. To comply with Exchange requirements, Exchange Trading Permit Holders are required to review their customers activity on at least a quarterly basis to determine whether orders that are not for the account of a broker or dealer

3 through various order entry systems employed by the Firm, resulting in the following: (i an inaccurate audit trail and inaccurate order records; (ii trades being reported to OCC with inaccurate trade details; (iii potential adverse impact to the execution price and quantity of other market participants orders; and (iv a potential impact on the Exchange s ability to surveil for and detect potential violations of its rules and of federal securities laws. Additionally, ATD had supervisory deficiencies related to the marking of options orders with the correct origin codes. Stipulation of Facts and Findings 1. During all relevant periods herein, ATD was an Exchange Trading Permit Holder registered to conduct business on the Exchange as a Floor Broker. In addition, ATD was approved to conduct a non-member customer business. 2. During all relevant periods herein, ATD was acting as a registered broker-dealer. 3. During all relevant periods herein, Exchange Rules 4.2 Adherence to Law, 4.22 Communications to the Exchange or the Clearing Corporation, 4.24 Supervision, 6.51 Reporting Duties, and 15.1 Maintenance, Retention and Furnishing of Books, Records and Other Information; Section 17(a of the Exchange Act and Rule 17a-3 Records to be Made by Certain Exchange Members, Brokers and Dealers thereunder were in full force and effect. 4. During all relevant periods, Interpretation and Policy.02 to Exchange Rule 6.51 required each Trading Permit Holder, when entering orders on the Exchange, to submit trade information in such form as may be prescribed by the Exchange in order to allow the Exchange to properly prioritize and route orders pursuant to the rules of the Exchange and report resulting transactions to the Clearing Corporation. 5. During all relevant periods, Exchange Rule 4.22 provided, in relevant part: No Trading Permit Holder, person associated with a Trading Permit Holder or applicant to be a Trading Permit Holder shall make any misrepresentation or omission in any application, report or other communication to the Exchange, or to the Clearing Corporation with respect to the reporting or clearance of any Exchange transaction 6. From in or about September 2011 through in or about August 2016, ATD marked and executed numerous option orders with an incorrect origin code. 7. From in or about September 2011 through in or about August 2016, ATD failed to maintain accurate books and records as a result of mismarking numerous options orders with an incorrect origin code. 8. From in or about September 2011 through in or about August 2016, ATD failed to supervise, as it relates to the conduct described in paragraphs 6 and 7, to assure compliance with the requirements related to origin code marking and execution (and the related books and records requirements. 9. From in or about September 2011 through in or about August 2016, ATD failed to implement adequate supervisory procedures, and a system for applying such procedures, that were reasonably designed to prevent and detect violations of the requirements related to origin code marking (and the related books and records requirements. should be represented as Professional Orders. Orders for any customer that had an average of more than 390 orders per day during any month of a calendar quarter must be represented as Professional Orders for the next calendar quarter.

4 10. The acts, practices, and conduct described in Paragraph 6 above constitute violations of Exchange Rules 4.22 and 6.51 by ATD, in that ATD marked and executed numerous option orders with an incorrect origin code. 11. The acts, practices, and conduct described in Paragraph 7 above constitute violations of Exchange Rules 4.2 and 15.1; and Section 17(a of the Exchange Act and Rule 17a-3 thereunder, in that the Firm ATD failed to maintain accurate books and records as a result of mismarking numerous options orders with an incorrect origin code. 12. The acts, practices, and conduct described in Paragraph 8 above constitute violations of Exchange Rule 4.2 by ATD, in that ATD failed to supervise to assure compliance with the requirements related to origin code marking and execution (and the related books and records requirements. 13. The acts, practices, and conduct described in Paragraph 9 above constitute violations of Exchange Rules 4.2 and by ATD, in that ATD failed to implement adequate supervisory procedures, and a system for applying such procedures, that were reasonably designed to prevent and detect violations of the requirements related to origin code marking (and the related books and records requirements. Sanction: A censure of ATD and a total fine imposed by CBOE and the other options exchanges identified below 4 in the amount of $625,000, of which $30,000 shall be paid to CBOE. In addition, the Firm shall submit to the Compliance Assistant, Legal Section, Market Regulation Department, 9509 Key West Avenue, Rockville, MD 20850, no later than 90 days after the Letter of Consent becomes final, a signed dated letter, or an from a workrelated account of a registered principal to MarketRegulationComp@finra.org, providing the following information: (1 a reference to this matter; (2 a representation that the Firm has revised its supervisory systems and procedures to address the deficiencies described above; and (3 the dates that this was completed. In accepting this Letter of Consent, and in determining the appropriate monetary sanction, the Business Conduct Committee considered the subsequent remedial actions taken by ATD regarding the submission of inaccurate origin codes as soon as it became aware of the problem. The Firm also provided substantial assistance to Market Regulation staff, including self-reporting violations and providing the staff with data quantifying its violations, and implemented additional surveillances and controls prior to the completion of this matter. Subject acknowledges that it has read the foregoing Letter of Consent, that no promise or inducement of any kind has been made to it by the Exchange or its staff, and that this Letter of Consent is voluntary on its part. Subject understands and acknowledges that the Committee s decision in this matter will become part of its disciplinary record and may be considered in any future Exchange proceeding. Subject understands and acknowledges that the acceptance of this Letter of Consent is conditioned upon acceptance of similar settlement agreements in related matters between ATD and each of the selfregulatory organizations referenced in Footnote 4. 3 Exchange Rule 4.24 became effective in March Therefore, the violation of Exchange Rule 4.24 is only applicable from in or about March 2014 through in or about August The balance of the fine amount will be paid to Bats BZX Exchange, Inc.; BOX Options Exchange LLC; Miami International Securities Exchange, LLC; NASDAQ Options Market; NASDAQ PHLX LLC; and NYSE MKT LLC.

5 Subject also acknowledges that the Committee s decision to accept or reject this Letter of Consent is final, and that it may not seek review thereof in accordance with Exchange Rule Dated: November 30, 2016 By: /s/ Automated Trading Desk Financial Services, LLC Automated Trading Desk Financial Services, LLC