[Federal Register: November 1, 2007 (Volume 72, Number 211)]
[Notices]
[Page 61923-61924]
[DOCID:fr01no07-91]

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

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-56706; File No. SR-DTC-2007-12]

Self-Regulatory Organizations; The Depository Trust Company;
Notice of Filing of a Proposed Rule Change Relating to DTC Opening an
Omnibus Account at Euroclear Bank

October 26, 2007.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act''),\1\ notice is hereby given that on September 12, 2007, The
Depository Trust Company (``DTC'') 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
primarily by DTC. The Commission is publishing this notice to solicit
comments on the proposed rule change from interested persons.
---------------------------------------------------------------------------

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

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

    The proposed rule change would allow DTC to open an omnibus account
at Euroclear Bank (``ECB'') in order to facilitate the repositioning of
inventory between European markets and U.S. markets.

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

    In its filing with the Commission, DTC 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. DTC has prepared summaries, set forth in sections (A),
(B), and (C) below, of the most significant aspects of such
statements.\2\
---------------------------------------------------------------------------

    \2\ The Commission has modified parts of these statements.
---------------------------------------------------------------------------

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

    The purpose of the proposed rule change is to facilitate, among
other things, the efficient processing of cross-border securities
transactions between DTC participants and ECB participants. The
proposal contemplates the opening of a DTC omnibus account at ECB,
which would enable more efficient inventory positioning by participants
of DTC and ECB as needed in order to settle securities at ECB and at
DTC.
    The proposed rule change would accommodate dual listing of certain
foreign and domestic securities on both U.S. and European trading
platforms. One recent example of such a dual listing is the common
stock of NYSE Euronext Group. This U.S.-issued security, which resulted
from the merger of the NYSE Group and Euronext, is currently
registered, listed, and traded in the U.S. on the New York Stock
Exchange (``NYSE'') and in Europe on the Euronext platform. It is
eligible for settlement at both DTC and ECB. When traded on the NYSE,
the security is cleared and settled in the continuous net settlement
(``CNS'') system operated by National Securities Clearing Corporation
(``NSCC'') with the associated security movements taking place at DTC.
When traded on Euronext, the transaction is eligible for clearance
through the facilities of LCHClearnet SA and settlement effected by ECB
through the local central securities depository (``CSD''). ECB utilizes
the services of a U.S. custodian bank as agent to access DTC for
position management as it currently does for all other U.S. issues
eligible for settlement at ECB. Participants of ECB and DTC have the
ability to reposition their inventory of NYSE Euronext common stock
between ECB and DTC through this arrangement.
    DTC is proposing a similar arrangement with ECB to allow for
custody and repositioning movements of non-U.S. dually-listed
securities held on deposit with ECB to the extent such securities are
made eligible for listing and trading on U.S. domestic markets. Under
DTC's proposal, ECB would act as DTC's custodian for issues on deposit
at ECB-controlled CSDs as well as at other CSDs in ECB's subcustody
network. This arrangement would enable DTC participants to settle
trades in foreign issues in U.S. dollars executed on a U.S. domestic
market through the normal clearance and DTC book-entry settlement
processes. Further, DTC/ECB common participants would be able to
reposition share balances between their DTC account and their ECB
account either directly or through their custodian agent to facilitate
settlements of trades in these dually-listed foreign issues executed in
either marketplace.
    Specifically, the new account will allow for European securities
that are listed in the U.S. to be custodied by ECB for DTC. The
securities will be credited to an account that is maintained by or on
behalf of ECB at a European CSD. The process for creating a position at
DTC would be initiated by a participant of the European CSD delivering
the securities free to ECB's account or to the account of ECB's agent
at the European CSD. ECB would credit DTC's account at ECB, and DTC
would then credit the securities to the DTC participant account
designated by the delivering participant. The securities would then be
available for use at DTC (e.g., to satisfy settlements at DTC). To the
extent participants need to move position back to Europe to, for among
other reasons, facilitate settlements there, the process would be
reversed. Under this arrangement, for a security for which physical
certificates have been issued, there would be no need for transporting
the physical certificates to or from DTC. Any reregistration of
securities from one holder to another that is required due to the
market practices of any particular market would be processed by the
European registrar for the issue. Any position at DTC would be
represented by securities that are registered in the name of the
European CSD, ECB or ECB's agent.

    ECB would provide subcustody services such as principal and income
collection and corporate action processing on securities held in DTC's
omnibus account at ECB in accordance with ECB procedures. DTC in turn
would provide its participants with principal and income payment and
corporate actions services without the need for its participants to
interact directly with ECB.
    The primary benefits of the proposed rule change are that it would
facilitate the expanded dual listing programs of marketplaces operating
in the U.S. and Europe and that it should help to reduce the number of
transactions that fail on settlement date because of inefficient
methods of inventory repositioning. The realization of these benefits
would be consistent with DTC's objectives of providing efficient book-
entry clearance and settlement facilities and of reducing risk to DTC
participants by immobilizing certificates.
    The proposed rule change is consistent with the requirements of
Section 17A of the Act and the rules and regulations thereunder because
it should reduce risks and associated costs to DTC and ECB participants
by streamlining the processing of cross-border securities transactions
between U.S. and European entities.

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

    DTC does not believe that the proposed rule change will have any
impact or impose any burden on competition.

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

    Written comments relating to the proposed rule change have not been
solicited or received.

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

    Within thirty five days of the date of publication of this notice
in the Federal Register or within such longer period (i) as the
Commission may designate up to ninety days of such date 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 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 e-mail to<EMAIL_ADDRESS>Please include

File Number SR-DTC-2007-12 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-DTC-2007-12. This file
number should be included on the subject line if e-mail 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 inspection and
copying 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 such filing also will be available for
inspection and copying at the principal office of DTC. 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-DTC-2007-12 and should be
submitted on or before November 23, 2007.

    For the Commission by the Division of Market Regulation,
pursuant to delegated authority.\3\
---------------------------------------------------------------------------

    \3\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Florence E. Harmon,
Deputy Secretary.
 [FR Doc. E7-21496 Filed 10-31-07; 8:45 am]

BILLING CODE 8011-01-P


[Federal Register Volume 81, Number 224 (Monday, November 21, 2016)]
[Rules and Regulations]
[Pages 83112-83114]
[FR Doc No: 2016-28013]

=======================================================================
-----------------------------------------------------------------------

DEPARTMENT OF TRANSPORTATION

Federal Aviation Administration

14 CFR Part 23

[Docket No. FAA-2016-9001; Special Conditions No. 23-278-SC]

Special Conditions: Pilatus Aircraft, Ltd., Model PC-12, PC-12/
45, and PC-12/47 Airplanes, Lithium Batteries

AGENCY: Federal Aviation Administration (FAA), DOT.

ACTION: Final special conditions.

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

SUMMARY: These special conditions are issued for the Pilatus Aircraft,
Ltd., Model PC-12, PC-12/45, and PC-12/47 airplanes. This airplane as
modified by Finnoff Aviation will have a novel or unusual design
feature associated with the installation of a rechargeable lithium
battery. The applicable airworthiness regulations do not contain
adequate or appropriate safety standards for this design feature. These
special conditions contain the additional safety standards that the
Administrator considers necessary to establish a level of safety
equivalent to that established by the existing airworthiness standards.

DATES: These special conditions are effective November 21, 2016 and are
applicable on November 10, 2016.

FOR FURTHER INFORMATION CONTACT: Ruth Hirt, Federal Aviation
Administration, Programs and Procedures, ACE-114, Small Airplane
Directorate, Aircraft Certification Service, 901 Locust; Kansas City,
Missouri 64106; telephone<PHONE_NUMBER>; facsimile<PHONE_NUMBER>.

SUPPLEMENTARY INFORMATION:

Background

    On September 28, 2015, Finnoff Aviation applied for a supplemental
type certificate for installation of a rechargeable lithium battery in
the Model PC-12, PC-12/45, and PC-12/47 airplanes. The Model PC-12, PC-
12/45, and PC-12/47 airplanes are single-engine turboprop-powered
business aircraft that can accommodate up to nine passengers with a
take-off weight up to 10,450 pounds.
    The current regulatory requirements for part 23 airplanes do not
contain adequate requirements for the application of rechargeable
lithium batteries in airborne applications. This type of battery
possesses certain failure and operational characteristics with
maintenance requirements that differ significantly from that of the
nickel-cadmium (Ni-Cd) and lead-acid rechargeable batteries currently
approved in other normal, utility, acrobatic, and commuter category
airplanes. Therefore, the FAA is issuing this special condition to
address (1) all characteristics of the rechargeable lithium batteries
and their installation that could affect safe operation of the modified
Model PC-12, PC-12/45, and PC-12/47 airplanes, and (2) appropriate
Instructions for Continued Airworthiness (ICAW) that include
maintenance requirements to ensure the availability of electrical power
from the batteries when needed.

Type Certification Basis

    Under the provisions of Sec.  21.101, Finnoff Aviation must show
that the Model PC-12, PC-12/45, and PC-12/47 airplanes, as changed,
continue to meet the applicable provisions of the regulations
incorporated by reference in Type Certificate No. A78EU \1\ or the
applicable regulations in effect on the date of application for the
change.
---------------------------------------------------------------------------

    \1\ http://rgl.faa.gov/Regulatory_and_Guidance_Library/rgMakeModel.nsf/0/6BCB00B1F3CA4EF886257FED0069EF2D?OpenDocument.
---------------------------------------------------------------------------

    If the Administrator finds that the applicable airworthiness
regulations (i.e., 14 CFR part 23) do not contain adequate or
appropriate safety standards for the Model PC-12, PC-12/45, and PC-12/
47 airplanes because of a novel or unusual design feature, special
conditions are prescribed under the provisions of Sec.  21.16.
    In addition to the applicable airworthiness regulations and special
conditions, the Model PC-12, PC-12/45, and PC-12/47 airplanes must
comply with the fuel vent and exhaust emission requirements of 14 CFR
part 34 and the noise certification requirements of 14 CFR part 36.
    The FAA issues special conditions, as defined in 14 CFR 11.19, in
accordance with Sec.  11.38, and they become part of the type-
certification basis under Sec.  21.101.
    Special conditions are initially applicable to the model for which
they are issued. Should the applicant apply for a supplemental type
certificate to modify any other model included on the same type
certificate to incorporate the same or similar novel or unusual design
feature, the special conditions would

also apply to the other model under Sec.  21.101.

Novel or Unusual Design Features

    The Model PC-12, PC-12/45, and PC-12/47 airplanes will incorporate
the following novel or unusual design features: Installation of a
rechargeable lithium battery as the main or engine start aircraft
battery.

Discussion

    Presently, there is limited experience with use of rechargeable
lithium batteries and rechargeable lithium battery systems in
applications involving commercial aviation. However, other users of
this technology, ranging from personal computers, wireless telephone
manufacturers to the electric vehicle industry, have noted safety
problems with rechargeable lithium batteries. These problems include
overcharging, over-discharging, flammability of cell components, cell
internal defects, and during exposure to extreme temperatures that are
described in the following paragraphs.
    1. Overcharging: In general, rechargeable lithium batteries are
significantly more susceptible than their Ni-Cd or lead-acid
counterparts to thermal runway, which is an internal failure that can
result in self-sustaining increases in temperature and pressure. This
is especially true for overcharging which causes heating and
destabilization of the components of the cell, leading to the formation
(by plating) of highly unstable metallic lithium. The metallic lithium
can ignite, resulting in a self-sustaining fire or explosion. Finally,
the severity of thermal runaway due to overcharging increases with
increasing battery capacity due to the higher amount of electrolyte in
large batteries.
    2. Over-discharging: Discharge of some types of lithium battery
cells beyond a certain voltage (typically 2.4 volts) can cause
corrosion of the electrodes of the cell, resulting in loss of battery
capacity that cannot be reversed by recharging. This loss of capacity
may not be detected by the simple voltage measurements commonly
available to flight crews as a means of checking battery status, which
is a problem shared with Ni-Cd batteries. In addition, over-discharging
has the potential to lead to an unsafe condition (creation of dendrites
that could result in internal short circuit during the recharging
cycle).
    3. Flammability of Cell Components: Unlike Ni-Cd and lead-acid
batteries, some types of lithium batteries use liquid electrolytes that
are flammable. The electrolyte may serve as a source of fuel for an
external fire, if there is a breach of the battery container.
    4. Cell Internal Defects: The rechargeable lithium batteries and
rechargeable battery systems have a history of undetected cell internal
defects. These defects may or may not be detected during normal
operational evaluation, test, and validation. This may lead to unsafe
conditions when operating in service.
    5. Extreme Temperatures: Exposure to an extreme temperature
environment has the potential to create major hazards. Care must be
taken to ensure that the lithium battery remains within the
manufacturer's recommended specification.
    These problems experienced by users of lithium batteries raise
concern about the use of these batteries in commercial aviation. The
intent of the special condition is to establish appropriate
airworthiness standards for lithium battery installations in the Model
PC-12, PC-12/45, and PC-12/47 airplanes and to ensure, as required by
Sec. Sec.  23.1309 and 23.601, that these battery installations are
neither hazardous nor unreliable.
    In summary, the lithium battery installation will consider the
following items:
    (a) The flammable fluid fire protection requirement is Sec.
23.863. In the past, this rule was not applied to batteries of normal,
utility, acrobatic, and commuter category airplanes since the
electrolytes utilized in Ni-Cd and lead-acid batteries are not
flammable.
    (b) New Instructions for Continuous Airworthiness that include
maintenance requirements to ensure that batteries used as spares have
been maintained in an appropriate state of charge and installed lithium
batteries have been sufficiently charged at appropriate intervals.
These instructions must also describe proper repairs, if allowed, and
battery part number configuration control.
    (c) The applicant must conduct a system safety assessment for the
failure condition classification of a failure of the battery charging
and monitoring functionality (per Advisory Circular AC 23.1309-1E),\2\
and develop mitigation to preclude any adverse safety effects.
Mitigation may include software, Airborne Electronic Hardware (AEH) or
a combination of software and hardware, which should be developed to
the appropriate Design Assurance Level(s) (DALs), respectively (per
Advisory Circular AC 20-115C \3\ and Advisory Circular AC 20-152).\4\
---------------------------------------------------------------------------

    \2\ http://rgl.faa.gov/Regulatory_and_Guidance_Library/
rgAdvisoryCircular.nsf/0/719e41e1d26099108625795d005d5302/$FILE/
23.1309-1E.pdf.
    \3\ http://rgl.faa.gov/Regulatory_and_Guidance_Library/
rgAdvisoryCircular.nsf/0/e35fbc0060e2159186257bbe00719fb3/$FILE/
AC20-115C.pdf.
    \4\ http://rgl.faa.gov/Regulatory_and_Guidance_Library/
rgAdvisoryCircular.nsf/0/6d4ae0bf1bde3579862570360055d119/$FILE/
AC%2020-152.pdf.
---------------------------------------------------------------------------

    (d) New requirements, in the special conditions section, address
the hazards of overcharging and over-discharging that are unique to
lithium batteries, which should be applied to all rechargeable lithium
battery and battery installations on the Model PC-12, PC-12/45, and PC-
12/47 airplanes in lieu of the requirements of Sec.
23.1353(a)(b)(c)(d)(e), amendment 23-49.
    These special conditions are not intended to replace Sec.
23.1353(a)(b)(c)(d)(e) at amendment 23-49 in the certification basis of
Model PC-12, PC-12/45, and PC-12/47 airplanes. These special conditions
apply only to rechargeable lithium batteries and lithium battery
systems and their installations. The requirements of Sec.  25.1353 at
amendment 23-49 remains in effect for batteries and battery
installations on Model PC-12, PC-12/45, and PC-12/47 airplanes that do
not use rechargeable lithium batteries.

Discussion of Comments

    Notice of proposed special conditions No. 23-16-02-SC for the
Pilatus Aircraft, Ltd., Model PC-12, PC-12/45, and PC-12/47 Airplanes,
Lithium Batteries was published in the Federal Register on August 24,
2016 (81 FR 57810). No comments were received, and the special
conditions are adopted as proposed.

Applicability

    The special conditions are applicable to the Model PC-12, PC-12/45,
and PC-12/47 airplanes. Should Finnoff Aviation apply at a later date
for a supplemental type certificate to modify any other model included
on Type Certificate No. A78EU \5\ to incorporate the same novel or
unusual design feature, the special conditions would apply to that
model as well.
---------------------------------------------------------------------------

    \5\ http://rgl.faa.gov/Regulatory_and_Guidance_Library/rgMakeModel.nsf/0/6BCB00B1F3CA4EF886257FED0069EF2D?OpenDocument.
---------------------------------------------------------------------------

    Under standard practice, the effective date of final special
conditions would be 30 days after the date of publication in the
Federal Register; however, as the certification date for the Pilatus
Aircraft, Ltd., Model PC-12, PC-12/45, and PC-12/47 airplanes is
imminent, the FAA finds that good cause exists to make

these special conditions effective upon issuance.

Conclusion

    This action affects only certain novel or unusual design features
on one model series of airplanes. It is not a rule of general
applicability and it affects only the applicant who applied to the FAA
for approval of these features on the airplane.

List of Subjects in 14 CFR Part 23

    Aircraft, Aviation safety, Signs and symbols.

Citation

    The authority citation for these special conditions is as follows:

    Authority:  49 U.S.C. 106(g), 40113 and 44701; 14 CFR 21.16 and
21.101; and 14 CFR 11.38 and 11.19.

The Special Conditions

    Accordingly, pursuant to the authority delegated to me by the
Administrator, the following special conditions are issued as part of
the type certification basis for Pilatus Aircraft, Ltd., Model PC-12,
PC-12/45, and PC-12/47 airplanes modified by Finnoff Aviation.
    1. Installation of Lithium Batteries must show compliance to the
following requirements:
    (1) Safe cell temperatures and pressures must be maintained
during--
    i. Normal operations;
    ii. Any probable failure conditions of charging or discharging or
battery monitoring system;
    iii. Any failure of the charging or battery monitoring system not
shown to be extremely remote.
    (2) The rechargeable lithium battery installation must be designed
to preclude explosion or fire in the event of (1)(ii) and (1)(iii)
failures.
    (3) Design of the rechargeable lithium batteries must preclude the
occurrence of self-sustaining, uncontrolled increases in temperature or
pressure.
    (4) No explosive or toxic gasses emitted by any rechargeable
lithium battery in normal operation or as the result of any failure of
the battery charging system, monitoring system, or battery installation
which is not shown to be extremely remote, may accumulate in hazardous
quantities within the airplane.
    (5) Installations of rechargeable lithium batteries must meet the
requirements of Sec.  23.863(a) through (d) at amendment 23-34.
    (6) No corrosive fluids or gases that may escape from any
rechargeable lithium battery may damage surrounding structure or any
adjacent systems, equipment, electrical wiring, or the airplane in such
a way as to cause a major or more severe failure condition, in
accordance with Sec.  23.1309(c) at amendment 23-62 and applicable
regulatory guidance.
    (7) Each rechargeable lithium battery installation must have
provisions to prevent any hazardous effect on structure or essential
systems that may be caused by the maximum amount of heat the battery
can generate during a short circuit of the battery or of its individual
cells.
    (8) Rechargeable lithium battery installations must have--
    i. A system to automatically control the charging rate of the
battery to prevent battery overheating and overcharging, or;
    ii. A battery temperature sensing and over-temperature warning
system with a means for automatically disconnecting the battery from
its charging source in the event of an over-temperature condition, or;
    iii. A battery failure sensing and warning system with a means for
automatically disconnecting the battery from its charging source in the
event of battery failure.
    (9) Any rechargeable lithium battery installation functionally
required for safe operation of the airplane must incorporate a
monitoring and warning feature that will provide an indication to the
appropriate flight crewmembers whenever the State of Charge (SOC) of
the batteries has fallen below levels considered acceptable for
dispatch of the airplane.
    (10) The Instructions for Continued Airworthiness required by Sec.
23.1529 at amendment 23-26 must contain maintenance requirements to
assure that the battery has been sufficiently charged at appropriate
intervals specified by the battery manufacturer and the equipment
manufacturer that contain the rechargeable lithium battery or
rechargeable lithium battery system. This is required to ensure that
lithium rechargeable batteries and lithium rechargeable battery systems
will not degrade below specified ampere-hour levels sufficient to power
the aircraft system. The Instructions for Continued Airworthiness must
also contain procedures for the maintenance of replacement batteries in
spares storage to prevent the installation of batteries that have
degraded charge retention ability or other damage due to prolonged
storage at a low state of charge. Replacement batteries must be of the
same manufacturer and part number as approved by the FAA.

    Note: The term ``sufficiently charged'' means that the battery
will retain enough of a charge, expressed in ampere-hours, to ensure
that the battery cells will not be damaged. A battery cell may be
damaged by lowering the charge below a point where there is a
reduction in the ability to charge and retain a full charge. This
reduction would be greater than the reduction that may result from
normal operational degradation.

    (11) In showing compliance with the proposed special conditions
herein, paragraphs (1) through (8), and the RTCA document, Minimum
Operational Performance Standards for Rechargeable Lithium Battery
Systems, DO-311, may be used. The list of planned DO-311 tests should
be documented in the certification or compliance plan and agreed to by
the geographic ACO. Alternate methods of compliance other than DO-311
tests must be coordinated with the directorate and geographic ACO.

    Issued in Kansas City, Missouri, on November 10, 2016.
Mel Johnson,
Acting Manager, Small Airplane Directorate, Aircraft Certification
Service.
[FR Doc. 2016-28013 Filed 11-18-16; 8:45 am]
 BILLING CODE 4910-13-P


[Federal Register Volume 79, Number 204 (Wednesday, October 22, 2014)]
[Notices]
[Pages 63191-63194]
[FR Doc No: 2014-25079]

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

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-73373; File No. SR-NYSE-2014-53]

Self-Regulatory Organizations; New York Stock Exchange LLC;
Notice of Filing of Proposed Rule Change in Connection With the
Proposed Termination of the Amended and Restated Trust Agreement, Dated
as of November 13, 2013 and Amended on June 2, 2014 by and Among NYSE
Holdings LLC, a Delaware Limited Liability Company, NYSE Group, Inc., a
Delaware Corporation, Wilmington Trust Company, as Delaware Trustee,
and Each of Jacques de Larosi[egrave]re de Champfeu, Alan Trager and
John Shepard Reed, as Trustees

October 16, 2014.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of
1934 (the ``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby
given that, on October 8, 2014, New York Stock Exchange LLC (``NYSE''
or the ``Exchange'') filed with the Securities and Exchange Commission
(the ``Commission'') the proposed rule change as described in Items I
and II below, which Items have been prepared by the self-regulatory
organization. The Commission is publishing this notice to solicit
comments on the proposed rule change from interested persons.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------

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

    The Exchange proposes this rule filing in connection with the
proposed termination of the Amended and Restated Trust Agreement, dated
as of November 13, 2013 and amended on June 2, 2014 (the ``Trust
Agreement''), by and among NYSE Holdings LLC, a Delaware limited
liability company (``NYSE Holdings''), NYSE Group, Inc., a Delaware
corporation (``NYSE Group''), Wilmington Trust Company, as Delaware
Trustee, and each of Jacques de Larosi[egrave]re de Champfeu, Alan
Trager and John Shepard Reed, as Trustees. The text of the proposed
rule change is available on the Exchange's Web site at www.nyse.com, 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 self-regulatory organization
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 those 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 parts 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 seeks approval for its 100% direct parent, NYSE Group,
and its 100% indirect parent, NYSE Holdings, to terminate the Trust
Agreement.\4\ The Exchange believes that the regulatory considerations
that led to the implementation of the Trust Agreement in 2007 are now
moot as a result of the sale by Intercontinental Exchange, Inc., a
Delaware corporation (``ICE''), of Euronext N.V. (``Euronext'') in June
2014 and certain changes in the corporate governance of ICE, ICE
Holdings and NYSE Holdings that occurred upon such sale.\5\
---------------------------------------------------------------------------

    \4\ ICE, a public company listed on the Exchange, owns 100% of
Intercontinental Exchange Holdings, Inc., a Delaware corporation
(``ICE Holdings''), which in turn owns 100% of NYSE Holdings.
Through ICE Holdings, NYSE Holdings and NYSE Group, ICE indirectly
owns (1) 100% of the equity interest of three registered national
securities exchanges and self-regulatory organizations (together,
the ``NYSE Exchanges'')--the Exchange, NYSE Arca, Inc. (``NYSE
Arca'') and NYSE MKT LLC (``NYSE MKT'')--and (2) 100% of the equity
interest of NYSE Market (DE), Inc. (``NYSE Market''), NYSE
Regulation, Inc. (``NYSE Regulation''), NYSE Arca L.L.C., NYSE Arca
Equities, Inc. and NYSE Amex Options LLC. See Exchange Act Release
No. 70210 (August 15, 2013) (SR-NYSE-2013-42), 78 FR 51758 (August
21, 2013) (approving proposed rule change relating to a corporate
transaction in which NYSE Euronext will become a wholly owned
subsidiary of IntercontinentalExchange Group, Inc.).
    \5\ The Exchange's affiliates NYSE Arca and NYSE MKT have also
submitted the same proposed rule change to terminate the Trust
Agreement. See SR-NYSEMKT-2014-83 and SR-NYSEArca-2014-112.
---------------------------------------------------------------------------

Background

    In 2007, NYSE Group, which is the 100% owner of the Exchange,
combined with Euronext (the ``Combination''). The new parent company
formed in the Combination, NYSE Euronext, operated several regulated
entities in the United States and various jurisdictions in Europe. In
the Commission's notice

relating to the proposed Combination, the Exchange emphasized the
importance of continuing to regulate marketplaces locally:

    A core aspect of the structure of the Combination is continued
local regulation of the marketplaces. Accordingly, the Combination
is premised on the notion that . . . [c]ompanies listing their
securities only on markets operated by Euronext and its subsidiaries
will not become newly subject to U.S. laws or regulation by the SEC
as a result of the Combination, and companies listing their
securities only on the Exchange or NYSE Arca, will not become newly
subject to European rules or regulation as a result of the
Combination.\6\
---------------------------------------------------------------------------

    \6\ See Exchange Act Release No. 55026 (Dec. 29, 2006) (SR-NYSE-
2006-120), 72 FR 814, 816-817 (January 8, 2007) (the ``NYSE Euronext
Notice''). NYSE Euronext acquired NYSE MKT, the third of the NYSE
Exchanges, in 2008.

    In connection with obtaining regulatory approval of the
Combination, NYSE Euronext implemented certain special arrangements
consisting of two standby structures, one involving a Dutch foundation
(Stichting) and one involving a Delaware trust. The Dutch foundation
was empowered to take actions to mitigate the effects of any material
adverse change in U.S. law that had an ``extraterritorial'' impact on
non-U.S. issuers listed on Euronext markets, non-U.S. financial
services firms that were members of Euronext markets or holders of
exchange licenses with respect to the Euronext markets. The Delaware
trust was empowered to take actions to mitigate the effects of any
material adverse change in European law that had an
``extraterritorial'' impact on the non-European issuers listed on NYSE
Group securities exchanges, non-European financial services firms that
were members of any NYSE Group securities market or holders of exchange
licenses with respect to the NYSE Group securities exchanges.
    The current form of the Trust Agreement is attached as Exhibit 5A,
and a form of unanimous written consent of all parties to, or otherwise
bound by, the Trust Agreement resolving that the Delaware trust be
terminated is attached as Exhibit 5B. The terms of the Dutch foundation
and the Delaware trust are complex. An explanation of the terms is
included in the NYSE Euronext Notice. Subsequent modifications to the
arrangements, to the extent relevant to the proposed rule change, are
described herein.
    The Dutch foundation and the Delaware trust remained in effect
after the merger of ICE Holdings (then known as
IntercontinentalExchange, Inc.) and NYSE Euronext in 2013 under ICE
(then known as IntercontinentalExchange Group, Inc.) as a new public
holding company. However, in connection with ICE's announced plan to
sell the Euronext securities exchanges in an initial public offering,
the Dutch Ministry of Finance permitted modifications of the terms of
the governing document of the Dutch foundation under which the powers
of the Dutch foundation would cease to apply to ICE and its affiliates
at such time as ICE ceased to hold a ``controlling interest'' in
Euronext, with ``controlling interest'' defined by reference to the
definition of ``control'' under Rule 10 of the International Financial
Reporting Standards (``IFRS 10'').\7\ In June 2014 ICE announced that
it had sold all but approximately 6% of the ownership interest in
Euronext in an underwritten public offering outside the United
States.\8\ Upon application by ICE, the Dutch Ministry of Finance
confirmed on July 16, 2014 that the conditions to the cessation of the
application of the Dutch foundation to ICE had been satisfied or
waived.\9\ As a result, ICE and its subsidiaries are no longer subject
to the provisions of the Dutch foundation.
---------------------------------------------------------------------------

    \7\ Excerpts from the Further Amended and Restated Governance
and Option Agreement, dated March 21, 2014, among the Dutch
foundation, Euronext Group N.V. and ICE are attached as Exhibit 5C.
    \8\ ICE's press release dated June 24, 2014 is available at the
following link: http://ir.theice.com/investors-and-media/press/press-releases/press-release-details/2014/Intercontinental-Exchange-Announces-Closing-of-Euronext-Initial-Public-Offering/default.aspx.
    \9\ An English translation of the Dutch Ministry of Finance's
letter is attached as Exhibit 5D.
---------------------------------------------------------------------------

    In the 2013 merger, NYSE Euronext was succeeded by the entity now
known as NYSE Holdings, which is currently a party to the Trust
Agreement. At that time, references to the nominating and governance
committee of the board of directors of NYSE Euronext, which selected
the Trustees of the Delaware trust, were replaced by references to the
nominating and governance committee of the board of directors of
ICE.\10\ Other provisions of the Trust Agreement are substantially
unchanged.\11\
---------------------------------------------------------------------------

    \10\ See note 4, supra.
    \11\ See Exchange Act Release No. 72158 (May 13, 2014) (SR-NYSE-
2014-23), 79 FR 28784 (May 19, 2014) (notice of filing and immediate
effectiveness of proposed rule change relating to name changes of
the Exchange's ultimate parent) (revising Trust Agreement to reflect
name changes of ICE and ICE Holdings).
---------------------------------------------------------------------------

    In connection with the Combination of NYSE Group and Euronext in
2007 and the establishment of the Dutch foundation and the Delaware
trust, the Certificate of Incorporation and Bylaws of NYSE Euronext
included several provisions relating to representation of European
interests on the board of directors and other provisions requiring the
board to give due consideration to European regulatory requirements and
the interests of identified categories of European stakeholders. These
provisions are summarized in the NYSE Euronext Notice. Each such
provision was subject to automatic revocation in the event that NYSE
Euronext no longer held a controlling interest in Euronext or certain
of its subsidiaries. For this purpose, ``controlling interest'' was
defined to mean 50% or more of the outstanding shares of each class of
voting securities and of the combined voting power of outstanding
voting securities entitled to vote generally in the election of
directors. Substantially identical provisions were added to the
Certificate of Incorporation and Bylaws of ICE and ICE Holdings, and
were retained in the Operating Agreement of NYSE Holdings, when ICE
acquired NYSE Euronext in 2013, except that the ``controlling
interest'' test was modified to become a ``control'' test under IFRS
10, as described above with respect to the Dutch foundation. As a
result of the initial public offering of Euronext, ICE has established
that it no longer controls Euronext within the meaning of IFRS 10, and
the provisions of the constituent documents of ICE, ICE Holdings and
NYSE Holdings have automatically and without further action become void
and are of no further force and effect.
Proposed Rule Change
    The Exchange requests approval to terminate the Delaware trust
because it believes that the regulatory considerations that led to the
implementation of the Trust Agreement in 2007 have been mooted by the
sale of Euronext in June 2014, the automatic revocation of corporate
governance provisions applicable to ICE, ICE Holdings and NYSE Holdings
that occurred upon such sale, and the fact that the Dutch foundation
which functioned as a European analog to the Delaware trust, ceased to
have any authority over ICE and its subsidiaries upon the closing of
the sale of Euronext.\12\ The Exchange believes that the prospect for
any material adverse change in European law that would have an
``extraterritorial'' impact on the non-European issuers listed on NYSE
Group securities exchanges, non-European financial services firms that
are members of any NYSE Group securities market or holders of exchange

licenses with respect to the NYSE Group securities exchanges is now
remote.
---------------------------------------------------------------------------

    \12\ As noted above, this has been confirmed by the Dutch
Ministry of Finance.
---------------------------------------------------------------------------

    Continuance of the Trust Agreement when it no longer furthers the
purposes of Section 6(b) of the Exchange Act \13\ also imposes certain
administrative burdens and costs upon the Exchange and its affiliates,
and may cause investor uncertainty, that create impediments to a free
and open market. Specifically, the Trust Agreement imposes
administrative burdens on ICE and the nominating and governance
committee of its board of directors, such as the need to periodically
consider and vote on Trustees; the need to consider whether any
proposed action requires approval under the Trust Agreement and, if so,
the obligation to prepare materials for consideration and vote by the
Trustees; and the need to consider whether any proposed action requires
an amendment to the Trust Agreement and, if so, the additional
obligation to submit such amendment to the Commission for approval
under Rule 19b-4.\14\ The Trust Agreement results in out-of-pocket
costs to the Exchange and its affiliates including the fees of the
individual Trustees and the Delaware Trustee as well as fees of counsel
incurred in connection with review of proposed amendments and
assistance with the SEC approval process. The Exchange also believes
that some analysts and institutional investors may not fully understand
the purpose of the Delaware trust and may not have appreciated that,
even when ICE controlled Euronext and European regulatory
considerations played a substantial role in ICE's corporate governance,
the likelihood of the Delaware trust's substantive provisions ever
being invoked was, by design, extremely remote.
---------------------------------------------------------------------------

    \13\ 15 U.S.C. 78f(b).
    \14\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------

    In light of the sale of Euronext, the revocation of the governance
provisions relating to European considerations, and the cessation of
application of the Dutch foundation to ICE and its affiliates, ICE
believes it appropriate to terminate the Delaware trust in order to
avoid any future need to reassure analysts and investors that the trust
does not impact the daily operations or valuations of ICE's national
securities exchanges.
    Termination of the Delaware trust would be implemented through a
unanimous written consent of all parties to, or otherwise bound by, the
Trust Agreement in the form attached as Exhibit 5B.
    References to the Delaware trust also would be deleted from, and
related conforming changes would be made to, the constituent documents
of NYSE Holdings, NYSE Group, the Exchange, NYSE MKT, NYSE Market and
NYSE Regulation. In particular:
    NYSE Holdings. The Fifth Amended and Restated Limited Liability
Company Agreement of NYSE Holdings would be further amended and
restated to eliminate the definition of the term ``Trust'' in Section
1.1 and the references to the Delaware trust in Section 7.2. See
Exhibit 5E.
    NYSE Group. The Third Amended and Restated Certificate of
Incorporation of NYSE Group would be further amended and restated to
eliminate references to the Delaware trust in Article IV, Section 4(a)
and (b). See Exhibit 5F.
    The Exchange. The Sixth Amended and Restated Operating Agreement of
the Exchange would be further amended and restated to eliminate
references to the Delaware trust in Section 3.03. See Exhibit 5G.
    NYSE MKT. The Fifth Amended and Restated Operating Agreement of
NYSE MKT would be further amended and restated to eliminate references
to the Delaware trust in Section 3.03. See Exhibit 5H.
    NYSE Market. The Second Amended and Restated Certificate of
Incorporation of NYSE Market would be further amended and restated to
eliminate references to the Delaware trust in Article IV, Section 2.
See Exhibit 5I.
    NYSE Regulation. The Restated Certificate of Incorporation of NYSE
Regulation would be further amended and restated to eliminate
references to the Delaware trust in Article V. See Exhibit 5J.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent
with Section 6(b) of the Exchange Act \15\ in general, and with Section
6(b)(1) \16\ in particular, 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 Exchange Act and to comply, and to enforce compliance by its
exchange members and persons associated with its exchange members, with
the provisions of the Exchange Act, the rules and regulations
thereunder, and the rules of the Exchange. The Delaware trust was
implemented in response to potential concerns arising under non-U.S.
law and regulation at a time when the Exchange was owned by a company
with substantial holdings of non-U.S. securities exchanges, substantial
non-U.S. board representation, and explicit obligations on the part of
its board to give due consideration to matters of non-U.S. law and the
interests of non-U.S. stakeholders. In light of the elimination of
these concerns as discussed above, the Exchange believes that
termination of the Delaware trust is consistent with Section 6(b)(1).
---------------------------------------------------------------------------

    \15\ 15 U.S.C. 78f(b).
    \16\ 15 U.S.C. 78f(b)(1).
---------------------------------------------------------------------------

    The Exchange also believes that this filing furthers the objectives
of Section 6(b)(5) of the Exchange Act \17\ because the proposed rule
change would be consistent with and facilitate 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. As discussed above, the
Exchange believes that termination of the Delaware trust will remove
impediments to the operation of the Exchange by eliminating certain
expenses and administrative burdens as well as the potential for
uncertainty among analysts and investors as to the practical
implications of the Delaware trust on the Exchange as a marketplace and
as a significant asset of ICE. For the same reasons, the proposed rule
change is also designed to protect investors as well as the public
interest.
---------------------------------------------------------------------------

    \17\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

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

    The Exchange does not believe that the proposed rule change will
impose any burden on competition that is not necessary or appropriate
in furtherance of the purposes of the Exchange Act. Indeed, the
proposed rule change would eliminate an earlier arrangement intended in
part to address potential competitive issues in the European securities
markets that have abated as a result of ICE's sale of the Euronext
securities exchanges in June 2014. The proposed rule change results in
no concentration or other changes of ownership of exchanges.

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

    No written comments were solicited or received with respect to 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 after
publication (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-NYSE-2014-53 on the subject line.

Paper Comments

     Send paper comments in triplicate to Brent J. Fields,
Secretary, Securities and Exchange Commission, 100 F Street NE.,
Washington, DC 20549-1090.

All submissions should refer to File Number SR-NYSE-2014-53. 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-NYSE-2014-53 and should be
submitted on or before November 12, 2014.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\18\
---------------------------------------------------------------------------

    \18\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2014-25079 Filed 10-21-14; 8:45 am]
BILLING CODE 8011-01-P