SECURITIES AND EXCHANGE COMMISSION
(Release No. 34-85979; File No. 013-00141)


May 31, 2019


Initial Form ATS-N Filing; Notice of Extension of Commission Review Period


       On February 13, 2019, XE filed an initial Form ATS-N ("Form ATS-N") with
the

Securities and Exchange Commission ("Commission"). Pursuant to Rule 304 under
the

Securities and Exchange Act of 1934 ("Act"), the Commission may, after notice
and an

opportunity for hearing, declare an initial Form ATS-N ineffective no later
than 120 days from

the date of filing with the Commission, or, if applicable, the extended review
period. June 13,

2019 is 120 calendar days from the date of filing. Pursuant to Rule
304(a)(1)(iv)(B), the

Commission may extend the initial Form ATS-N review period for up to an
additional 120

calendar days if the initial Form ATS-N is unusually lengthy or raises novel or
complex issues

that require additional time for review.

       XE was operating pursuant to an initial operation report on Form ATS on
file with the

Commission as of January 7, 2019. 1 XE filed an initial Form ATS-N on February
13, 2019.

During the initial 120 calendar day review period, the Commission staff has
been reviewing the

disclosures on XE's initial Form ATS-N. In addition, the staff has been engaged
in ongoing

discussions with XE about its disclosures and manner of operations, as well as
the requirements

of Form ATS-N, to facilitate complete and comprehensible disclosures that
reflect the

complexities of those operations.

1
       An NMS Stock ATS (as defined in Rule 300(k) of Regulation ATS) that was
operating
       pursuant to an initial operation report on Form ATS on file with the
Commission as of
       January 7, 2019 is a "Legacy NMS Stock ATS." 17 CFR 242.301(b)(2)(viii).
        Form ATS-N requires NMS Stock ATSs to file with the Commission, and
disclose to the

public for the first time, certain information, including descriptions by the
NMS Stock ATSs of

their fees, the trading activities by their broker-dealer operators and their
affiliates in the NMS

Stock ATSs, their use of market data, their written standards for granting
access to trading on the

NMS Stock ATSs, and their written safeguards and procedures for protecting
their subscribers'

confidential trading information required by revised Rule 301(b)(10) of
Regulation ATS. The

initial Form ATS-N disclosures and discussions with Commission staff have
revealed

complexities about the operations of Legacy NMS Stock ATSs including, among
other things,

matching functionalities, means of order entry, order interaction and execution
procedures,

conditional order processes, segmentation of orders, and counterparty selection
protocols. The

Commission staff needs additional time to review novel and complex issues such
as these, which

Commission staff has discussed with XE. Extending the initial Form ATS-N
Commission

review period for an additional 120 calendar days will provide Commission staff
an opportunity

to continue its review of the initial Form ATS-N disclosures and discussions
with XE.

       In the conversations between XE and Commission staff about the initial
Form ATS-N

disclosures and the ATS operations, Commission staff and XE have discussed a
potential

amendment to update XE's disclosures regarding the complexities of its
operations. Extending

the review period will enable the NMS Stock ATS to amend its disclosures, if
appropriate, and

allow Commission staff to conduct a thorough review of amendments to the
initial disclosures

provided on the initial Form ATS-N.

       For the reasons given above, the Commission is extending the review
period of the initial

Form ATS-N submitted by XE. Accordingly, pursuant to Rule 304(a)(1)(iv)(B),
October 11,
 2019 is the date by which the Commission may declare the initial Form ATS-N
submitted by XE

ineffective.

       By the Commission.




                                          Eduardo A. Aleman
                                          Deputy Secretary