Action against Respondent bank and its affiliate for alleged material misstatements to institutional customers related to a “dark pool” operated by Respondent affiliate. The SEC alleges that Respondent bank misrepresented that the “dark pool” was an exclusive trading venue that did not allow high-frequency traders. The SEC further alleges that Respondent bank failed to disclose to customers that it routed some of their orders to external, less expensive trading venues and that Respondent affiliate improperly failed to register as a national securities exchange despite its operation of the dark pool. Respondent bank has agreed to pay disgorgement of $4,718,784.59, prejudgment interest of $718,690.47, and a civil penalty of $6.5 million. Respondent affiliate has agreed to pay a civil penalty of $1 million.