Columbia River Willo w Creek Umatilla River Butter Creek Touche t R iver Mil l Creek Gla d e Creek Rhea Creek Pine Creek McKay Creek Alder Creek Eightmile Canyon Dry Creek Walla Walla River R ock Creek Wild horse Creek Little Butter Creek Despain Gulch Alkali Canyon Wolf C reek Whet stone H ollow Meacham Creek Hinton Creek Bear Creek Wood Gulch Tule Canyon Sixprong Creek Couse Creek Bing Canyon Mud Creek Spr ing Valley Squ aw Creek Birch Creek Fourmile Canyon East Branch Glade Creek Coombs Canyon Juniper Canyon Russell Creek Patawa Creek Ely Creek Whiskey Creek Luna Gulch East Birch Creek Bridge Creek Sixmile Canyon West Birch Creek A Line Can al Tutuilla Creek Matlock Ca ny on Webb Slo ugh Quartz Creek McKinney Creek Johnson Creek Thorn C reek North Fork Touchet River Blu e Creek Switzler Canyon Robinson Creek South Fork W alla Walla River Gerking Creek Pearso n Creek Skin ners F ork Patit Creek Ryan Creek Balm Fork Greasewood Creek Cold Springs Canyon Sand Ho llow China Creek Pot Creek Chapman Creek Coppei Creek Buck Creek Kilkenny Fork Speare Canyon Wood Creek Mis sion Creek Spri ng Creek Snipe Creek Old Lady Canyon So uth Fork Cold Springs Canyon George Can yon Rail Creek Jim Creek Buckaroo Creek Bell Cow C re ek Se venmile Creek South Patawa Creek Stanley Creek Low Creek Wilson Creek Hay Creek Clarks C anyon Cottonwood Creek Little Dr y Creek Gurdan e Creek Rutabaga Creek Shimmiehorn Creek West Little Walla Walla River Buckhorn Creek North Fork Umatilla River Griffin Fork Moonshine Cre ek Sanford Canyon Line Creek Alexander Creek Green Fork North Fork Coppei Creek Le wis Creek Whitney Creek Swartz Creek Darr Creek Camp Creek Rog ers Creek Owsley Creek Gardena Creek Little Squaw Creek Reser Creek Little Greasewoo d Creek Dry Ayers Canyon Fuller Canyon Balm Canyon North Fork Cottonwood Creek Bobsled Creek Three Rock Creek Copple Creek Thom as Creek Owings Creek Smith Ditch Bear Creek Mud Creek Be ar Creek Pine Creek Dry Creek Spring Creek Birch Creek Squaw Creek Johnson Creek Cottonwo od Creek Juniper Canyon Heppner Pendleton Hermiston Walla Walla Milton Freewater Legend Salmon & Steelhead Spawning Through Fry Emergence: 13C/ 55F Unassigned Not Subject to EPA Rule Oct. 15  May 15 Oct. 15  June 15 Bull Trout Juvenile Rearing and Spawning: 12C/ 54F Umatilla Reservation Subbasins ( HUCs)

Map produced by Bill Bogue, EPA Region 10, September 24, 2003 Washington Oregon Salmon, Steelhead & Bull Trout Spawning Through Fry Emergence Use Designations, Umatilla/ Walla Walla Basin, Oregon DRAFT, September 24, 2003 The Umatilla & Walla Walla Rivers are shown with bold lines.

Washington Oregon UMATILLA WILLOW CREEK WALLA WALLA MIDDLE COLUMBIA/ LAKE WALLULA Columbia River Columbia River Walla Walla River Umatilla River Umatilla River


[Federal Register Volume 78, Number 69 (Wednesday, April 10, 2013)]
[Notices]
[Pages 21436-21441]
[FR Doc No: 2013-08325]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-69299; File No. SR-NYSEArca-2013-31]

Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing
and Immediate Effectiveness of Proposed Rule Change Establishing
Certain Fees for the NYSE Arca Trades and NYSE Arca Realtime Reference
Prices Market Data Products

April 4, 2013.
    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 March 22, 2013, NYSE Arca, Inc. (the ``Exchange'' or
``NYSE Arca'') filed with the Securities and Exchange Commission (the
``Commission'') the proposed rule change as described in Items I, II,
and III 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 to establish certain fees for the NYSE Arca
Trades and NYSE Arca Realtime Reference Prices (``NYSE Arca RRP'')
market data products. 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 proposes to establish certain fees for the NYSE Arca
Trades and NYSE Arca RRP market data products.
Background
    Current NYSE Arca Trades Basic and Broadcast Fees
    In 2009, the Securities and Exchange Commission (``SEC'' or the
``Commission'') approved the NYSE Arca Trades data feed and certain
fees for it.\4\ NYSE Arca Trades is a NYSE Arca-only market data feed
that allows a vendor to redistribute on a real-time basis the same last
sale information that the Exchange reports under the Consolidated Tape
Association (``CTA'') Plan for inclusion in the CTA Plan's consolidated
data streams and certain other related data elements. Specifically,
NYSE Arca Trades includes the real-time last sale price, time, size,
and bid/ask quotations for each security traded on the Exchange and a
stock summary message. The stock summary message updates every minute
and includes NYSE Arca's opening price, high price, low price, closing
price, and cumulative volume for the security.
---------------------------------------------------------------------------

    \4\ See Securities Exchange Act Release No. 59598 (Mar. 18,
2009), 74 FR 12919 (Mar. 25, 2009) (SR-NYSEArca-2009-05).
---------------------------------------------------------------------------

    The Exchange currently charges NYSE Arca Trades data feed
recipients an access fee of $750 per month, and a subscriber fee for
professional subscribers of $10 per month per device, which may be
counted, at the election of the vendor based on the number of
``Subscriber Entitlements'' \5\ (collectively, these fees are referred
to in this filing as ``NYSE Arca Trades basic fees''). In July 2012,
the Exchange added a fee for distribution by television broadcasters
(``Broadcast Fee''), which is $20,000 per month.\6\ The television
broadcast distribution method differs from the other distribution
methods in that the data is available in a temporary, view-only mode on
television screens.
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    \5\ See Securities Exchange Act Release No. 62188 (May 27,
2010), 75 FR 31484 (June 3, 2010) (SR-NYSEArca-2010-23).
    \6\ See Securities Exchange Act Release No. 67436 (July 13,
2012), 77 FR 42529 (July 19, 2012) (SR-NYSEArca-2012-73).
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Current NYSE Arca RRP Fees
    The Exchange also offers NYSE Arca RRP.\7\ NYSE Arca RRP is
designed for Web site distribution and includes the real-time last sale
price and time for each security traded on the Exchange as well as the
stock summary message, but does not include the size of each trade or
bid/ask quotations.
---------------------------------------------------------------------------

    \7\ See Securities Exchange Act Release No. 61404 (Jan. 22,
2010), 75 FR 5363 (Feb. 2, 2010) (SR-NYSEArca-2009-108).
---------------------------------------------------------------------------

    The Exchange currently charges a flat fee of $30,000 per month with
no user-based fees for NYSE Arca RRP. For that fee, the vendor may
provide NYSE Arca RRP to an unlimited number of the vendor's
subscribers and customers without having to differentiate between
professional subscribers and nonprofessional subscribers, without
having to account for the extent of access to the data, and without
having to report the number of users. As an alternative to the NYSE
Arca RRP flat monthly fee, the Exchange offers an alternative fee of
$.004 for each real-time reference price that a vendor disseminates to
its customers (``per query fee''), which is capped at $30,000 per
month, the same amount as the flat fee. In order to take advantage of
the per-query fee, a vendor must document that it has the ability to
measure accurately the number of queries and must have the ability to
report aggregate query quantities on a monthly basis. The per-query fee
is imposed on vendors, not end-users. There are currently no fees for
NYSE Arca RRP that are specifically designed for television or mobile
device distribution.
    NYSE Arca RRP was created to allow distribution of a last sale data
product for reference purposes on Web sites at a low cost that would
facilitate distribution to millions of retail investors and relieve
vendors of administrative burdens.\8\ NYSE Arca RRP is an alternative
to delayed prices and is not intended for use in trading decisions.\9\
As such, distribution of NYSE Arca RRP is subject to certain
requirements. Specifically, vendors may not provide NYSE Arca RRP in a
context in which a trading or order routing decision can be implemented
unless CTA data is available in an equivalent manner, must label NYSE
Arca RRP as NYSE Arca-only data, and must provide a hyperlinked notice
similar to the one provided for CTA delayed data.\10\
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    \8\ See Securities Exchange Act Release No. 59790 (Apr. 20,
2009), 74 FR 18758 (Apr. 24, 2009) (SR-NYSEArca-2009-32).
    \9\ Id. at 18759.
    \10\ Id.

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New Digital Media Offerings
    The Exchange recently created a new version of NYSE Arca Trades,
NYSE Arca Trades Digital Media, which will allow market data vendors,
television broadcasters, Web site and mobile device service providers,
and others to distribute the product to their customers for viewing via
television, Web site, and mobile devices.\11\ The NYSE Arca Trades
Digital Media product includes access to the real-time last sale price,
time, and size for each security traded on the Exchange as well as the
stock summary message, but does not include access to the bid/ask
quotation that is included with NYSE Arca Trades product under the
basic fees or Broadcast Fee. Vendors may not provide the NYSE Arca
Trades Digital Media product in a context in which a trading or order
routing decision can be implemented unless CTA data is available in an
equivalent manner, must label the product as NYSE Arca-only data, and
must provide a hyperlinked notice similar to the one provided for CTA
delayed data.
---------------------------------------------------------------------------

    \11\ See SR-NYSEArca-2013-30.
---------------------------------------------------------------------------

    The Exchange also will offer NYSE Arca RRP Digital Media so that
NYSE Arca RRP will be available for distribution in the same manner as
NYSE Arca Trades Digital Media, via television, Web site, and mobile
devices. The data elements of NYSE Arca RRP (last sale price, time, and
stock summary message) will remain unchanged from today's NYSE Arca RRP
product offering.
    The Exchange has established these Digital Media products in
recognition of the demand for a more seamless and easier-to-administer
data distribution model that takes into account the expanded variety of
media and communication devices that investors utilize today. For
example, a television broadcaster could display the NYSE Arca Trades
data during market-related television programming and on its Web site
and allow its viewers to view the data via their mobile devices,
creating a more seamless distribution model that will allow investors
more choice in how they receive and view market data.
Proposed Digital Media Fees
    The NYSE Arca Trades Digital Media Enterprise Fee will be $20,000
per month, and the NYSE Arca RRP Digital Media Enterprise Fee will be
$15,000 per month. The Exchange notes that the NYSE Arca RRP Digital
Media Enterprise Fee is lower than NYSE Arca Trades Digital Media
Enterprise Fee because it does not include trade size data. Vendors
that pay these fees will not be required to pay an access fee, but they
will be required to pay the redistribution fees as described below. As
with the current NYSE Arca RRP product and the Broadcast Fee, a vendor
paying the Digital Media Enterprise Fee may deliver the NYSE Arca
Trades and NYSE Arca RRP data to an unlimited number of television, Web
site, and mobile device viewers without having to differentiate between
professional subscribers and nonprofessional subscribers, without
having to account for the extent of access to the data, and without
having to report the number of users.
    For NYSE Arca Trades, the television-only $20,000 Broadcast Fee
option will no longer be available. For NYSE Arca RRP, web-only
distribution for $30,000 per month will no longer be available. The
Exchange does not believe that any customers would elect these options
in light of the broader distribution offered with the new Digital Media
Enterprise Fees and the substantially lower price for NYSE Arca RRP
Digital Media.
    The Exchange will continue to offer the $.004 per query fee for
NYSE Arca RRP to any vendor that so chooses, but the Exchange proposes
to reduce the cap to $15,000, the same amount as the NYSE Arca RRP
Digital Media Enterprise Fee. Vendors and subscribers receiving NYSE
Arca Trades via traditional distribution methods, e.g. a Bloomberg
terminal or a broker-dealer customer Web site that permits order entry,
will not be eligible for Digital Media Enterprise Fees and will
continue to pay NYSE Arca Trades basic fees.
Redistribution Fees
    The Exchange also proposes to charge a redistribution fee of $750
per month for NYSE Arca Trades and $1,500 per month for NYSE Arca
RRP.\12\ The redistribution fees will apply regardless of whether the
customer is eligible for the Digital Media Enterprise Fees or NYSE Arca
Trades basic fees.
---------------------------------------------------------------------------

    \12\ A redistributor is a vendor or any other person that
provides an NYSE Arca data product to a data recipient or to any
system that a data recipient uses, irrespective of the means of
transmission or access.
---------------------------------------------------------------------------

Operative Date
    The Digital Media Enterprise Fees will be operative on April 1,
2013 and the redistribution fees will be operative on May 1, 2013.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent
with the provisions of Section 6 of the Act,\13\ in general, and
Sections 6(b)(4) and 6(b)(5) of the Act,\14\ in particular, in that it
provides an equitable allocation of reasonable fees among users and
recipients of the data and is not designed to permit unfair
discrimination among customers, issuers, and brokers.
---------------------------------------------------------------------------

    \13\ 15 U.S.C. 78f(b).
    \14\ 15 U.S.C. 78f(b)(4), (5).
---------------------------------------------------------------------------

    The proposed NYSE Arca Trades Digital Media Enterprise Fee of
$20,000 per month and NYSE Arca RRP Digital Media Enterprise Fee of
$15,000 per month are reasonable because they will offer a means for
vendors to more widely distribute NYSE Arca Trades and NYSE Arca RRP
data to investors for informational purposes at the same cost (in the
case of NYSE Arca Trades) or a lower cost (in the case of NYSE Arca
RRP) than is available today. Currently, NYSE Arca Trades can be
distributed via television for a $20,000 monthly fee, but that fee does
not include Web site or mobile device distribution. NYSE Arca RRP can
be distributed over Web sites for a $30,000 monthly fee, but that fee
does not include television or mobile device distribution. The Exchange
believes that the proposed Digital Media Enterprise Fees are reasonable
because in certain instances they are less than the fees charged by
another exchange for a similar product.\15\ The Exchange also believes
that it is reasonable to charge more for NYSE Arca Trades Digital Media
than NYSE Arca RRP Digital Media because the former includes trade size
data. The Exchange believes that the price reduction for NYSE Arca RRP
coupled with the broader distribution options will make the product
more attractive and result in its greater availability to investors.
The Exchange believes that reducing the cap for the per query fee from
$30,000 to $15,000 is reasonable because it will be equal to the
proposed monthly NYSE Arca RRP Digital Media Enterprise Fee. The
Exchange believes that reducing the cap for the per query fee is
equitable and not unfairly discriminatory because it is designed to
ensure that vendors that elect the per query fee do not pay more for
real-time reference price data than vendors that pay a flat fee for
unlimited use.
---------------------------------------------------------------------------

    \15\ The NASDAQ Stock Market offers proprietary last sale data
products for distribution over the Internet and television under
alternative fee schedules that are subject to a maximum fee is
$50,000 per month. See NASDAQ Rule 7039(b).
---------------------------------------------------------------------------

    The proposed Digital Media Enterprise Fees also are equitable and
not unfairly discriminatory because they will be applied uniformly to
market data vendors, television broadcasters, Web site and mobile
service providers, or any other person that distributes the data on

the basis described in this filing. The Exchange believes that it is
appropriate to offer a lower cost fee structure that is designed to
facilitate broader media distribution of the NYSE Arca Trades and NYSE
Arca RRP data for informational purposes because it will benefit
investors generally. Moreover, the value of the data distributed
generally in the media for informational purposes differs from when it
is distributed in manner in which it can immediately be utilized for
trading decisions. The Exchange believes that the data is more valuable
in that latter context, and as such, it is fair and equitable to have
differential pricing for it.
    In establishing the Digital Media Enterprise Fees, the Exchange
recognizes that there is demand for a more seamless and easier-to-
administer data distribution model that takes into account the expanded
variety of media and communication devices that investors utilize
today. As is the case with the current NYSE Arca RRP product and the
Broadcast Fee, the Exchange believes that the Digital Media Enterprise
Fee will be easy to administer because vendors that purchase it will
not have to differentiate between professional subscribers and
nonprofessional subscribers, account for the extent of access to the
data, or report the number of users; this is a significant reduction in
vendors' administrative burdens and is a significant value to vendors.
For example, a television broadcaster could display the NYSE Arca
Trades Digital Media data during market-related television programming
and on its Web site and allow its viewers to view the data via their
mobile devices, creating a more seamless distribution model that will
allow investors more choice in how they receive and view market data,
all without having to account for and/or measure who accesses the data
and how much they do so. By easing administration, broadening
distribution channels, and, in the case of NYSE Arca RRP, reducing
prices, the Exchange believes that more vendors will choose to offer
NYSE Arca Trades and NYSE Arca RRP, thereby expanding the distribution
of market data for the benefit of investors.
    The proposed redistribution fees also are reasonable because they
are comparable to other redistribution fees charged by the Exchange as
well as other exchanges.\16\ The Exchange believes it is reasonable to
charge redistribution fees because vendors receive value from
redistributing the data in their business products for their customers.
The redistribution fees also are equitable and not unfairly
discriminatory because they will be charged on an equal basis only to
those vendors that choose to redistribute the data.
---------------------------------------------------------------------------

    \16\ For example, the Exchange and NYSE MKT LLC (``NYSE MKT'')
charge redistribution fees of $2,000 per month for certain
proprietary options market data products. See Securities Exchange
Act Release Nos. 68005 (Oct. 9, 2012), 77 FR 63362 (Oct. 16, 2012)
(SR-NYSEArca-2012-106), and 68004 (Oct. 9, 2012), 77 FR 62582 (Oct.
15, 2012) (SR-NYSEMKT-2012-49). The Exchange charges a $3,000 per
month redistribution fee for the NYSE Arca Integrated Feed. See
Securities Exchange Act Release No. 66128 (Jan. 10, 2012), 77 FR
2331 (Jan. 17, 2012) (SR-NYSEArca-2011-96). The Options Price
Reporting Authority's Fee Schedule, available at http://www.opradata.com/pdf/fee_schedule.pdf, includes an ``Internet
Service Only'' redistribution fee ($650/month) and standard
redistribution fee ($1,500/month).
---------------------------------------------------------------------------

    The decision of the United States Court of Appeals for the District
of Columbia Circuit in NetCoalition v. SEC, 615 F.3d 525 (DC Cir.
2010), upheld the Commission's reliance upon the existence of
competitive market mechanisms to set reasonable and equitably allocated
fees for proprietary market data:

    In fact, the legislative history indicates that the Congress
intended that the market system `evolve through the interplay of
competitive forces as unnecessary regulatory restrictions are
removed' and that the SEC wield its regulatory power `in those
situations where competition may not be sufficient,' such as in the
creation of a `consolidated transactional reporting system.'

    Id. at 535 (quoting H.R. Rep. No. 94-229 at 92 (1975), as reprinted
in 1975 U.S.C.C.A.N. 323). The court agreed with the Commission's
conclusion that ``Congress intended that `competitive forces should
dictate the services and practices that constitute the U.S. national
market system for trading equity securities.' ''\17\
---------------------------------------------------------------------------

    \17\ NetCoalition, 615 F.3d at 535.
---------------------------------------------------------------------------

    As explained below in the Exchange's Statement on Burden on
Competition, the Exchange believes that there is substantial evidence
of competition in the marketplace for data and that the Commission can
rely upon such evidence in concluding that the fees established in this
filing are the product of competition and therefore satisfy the
relevant statutory standards.\18\ In addition, the existence of
alternatives to NYSE Arca Trades and NYSE Arca RRP, including real-time
consolidated data, free delayed consolidated data, and proprietary last
sale data from other sources, as described below, further ensures that
the Exchange cannot set unreasonable fees, or fees that are
unreasonably discriminatory, when vendors and subscribers can elect
such alternatives.
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    \18\ Section 916 of the Dodd-Frank Wall Street Reform and
Consumer Protection Act of 2010 (the ``Dodd-Frank Act'') amended
paragraph (A) of Section 19(b)(3) of the Act, 15 U.S.C. 78s(b)(3),
to make clear that all exchange fees for market data may be filed by
exchanges on an immediately effective basis.
---------------------------------------------------------------------------

    As the NetCoalition decision noted, the Commission is not required
to undertake a cost-of-service or ratemaking approach, and the Exchange
incorporates by reference into this proposed rule change its analysis
of this topic in another rule filing.\19\
---------------------------------------------------------------------------

    \19\ See Securities Exchange Act Release No. 63291 (Nov. 9,
2010), 75 FR 70311 (Nov. 17, 2010) (SR-NYSEArca-2010-97).
---------------------------------------------------------------------------

    For these reasons, the Exchange believes that the proposed fees are
reasonable, equitable, and not unfairly discriminatory.

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 Act. An exchange's ability to
price its proprietary data feed products is constrained by (1) actual
competition for the sale of proprietary market data products, (2) the
existence of inexpensive real-time consolidated data and free delayed
consolidated data, and (3) the inherent contestability of the market
for proprietary last sale data and the joint product nature of exchange
platforms.
    The Existence of Actual Competition. The market for proprietary
data products is currently competitive and inherently contestable
because there is fierce competition for the inputs necessary to the
creation of proprietary data and strict pricing discipline for the
proprietary products themselves. Numerous exchanges compete with each
other for listings and order flow and sales of market data itself,
providing virtually limitless opportunities for entrepreneurs who wish
to compete in any or all of those areas, including producing and
distributing their own market data. Proprietary data products are
produced and distributed by each individual exchange, as well as other
entities, in a vigorously competitive market.
    Competitive markets for listings, order flow, executions, and
transaction reports provide pricing discipline for the inputs of
proprietary data products and therefore constrain markets from
overpricing proprietary market data. The U.S. Department of Justice
also has acknowledged the aggressive

competition among exchanges, including for the sale of proprietary
market data itself. In announcing that the bid for NYSE Euronext by
NASDAQ OMX Group Inc. and IntercontinentalExchange Inc. had been
abandoned, Assistant Attorney General Christine Varney stated that
exchanges ``compete head to head to offer real-time equity data
products. These data products include the best bid and offer of every
exchange and information on each equity trade, including the last
sale.'' \20\
---------------------------------------------------------------------------

    \20\ Press Release, U.S. Department of Justice, Assistant
Attorney General Christine Varney Holds Conference Call Regarding
NASDAQ OMX Group Inc. and IntercontinentalExchange Inc. Abandoning
Their Bid for NYSE Euronext (May 16, 2011), available at http://www.justice.gov/iso/opa/atr/speeches/2011/at-speech-110516.html.
---------------------------------------------------------------------------

    It is common for broker-dealers to further exploit this recognized
competitive constraint by sending their order flow and transaction
reports to multiple markets, rather than providing them all to a single
market. As a 2010 Commission Concept Release noted, the ``current
market structure can be described as dispersed and complex'' with
``trading volume [hellip] dispersed among many highly automated trading
centers that compete for order flow in the same stocks'' and ``trading
centers offer[ing] a wide range of services that are designed to
attract different types of market participants with varying trading
needs.'' \21\
---------------------------------------------------------------------------

    \21\ Concept Release on Equity Market Structure, Securities
Exchange Act Release No. 61358 (Jan. 14, 2010), 75 FR 3594 (Jan. 21,
2010) (File No. S7-02-10). This Concept Release included data from
the third quarter of 2009 showing that no market center traded more
than 20% of the volume of listed stocks, further evidencing the
dispersal of and competition for trading activity. Id. at 3598.
---------------------------------------------------------------------------

    In addition, in the case of products that are distributed through
market data vendors, the market data vendors themselves provide
additional price discipline for proprietary data products because they
control the primary means of access to certain end users. These vendors
impose price discipline based upon their business models. For example,
vendors that assess a surcharge on data they sell are able to refuse to
offer proprietary products that their end users do not or will not
purchase in sufficient numbers. Internet portals, such as Google,
impose price discipline by providing only data that they believe will
enable them to attract ``eyeballs'' that contribute to their
advertising revenue. Similarly, television broadcasters and Web site
and mobile device service providers will not elect to make available
NYSE Arca Trades or NYSE Arca RRP unless they believe it will help them
attract or maintain viewers/customers for their television, Web site,
or mobile device offerings. All of these operate as constraints on
pricing proprietary data products.
    Joint Platform. Transaction execution and proprietary data products
are complementary in that market data is both an input and a byproduct
of the execution service. In fact, market data and trade executions are
a paradigmatic example of joint products with joint costs. The decision
whether and on which platform to post an order will depend on the
attributes of the platforms where the order can be posted, including
the execution fees, data quality, and price and distribution of their
data products. The more trade executions a platform does, the more
valuable its market data products become.
    The costs of producing market data include not only the costs of
the data distribution infrastructure, but also the costs of designing,
maintaining, and operating the exchange's transaction execution
platform and the cost of regulating the exchange to ensure its fair
operation and maintain investor confidence. The total return that a
trading platform earns reflects the revenues it receives from both
products and the joint costs it incurs. Moreover, an exchange's broker-
dealer customers view the costs of transaction executions and market
data as a unified cost of doing business with the exchange.
    Other market participants have noted that the liquidity provided by
the order book, trade execution, core market data, and non-core market
data are joint products of a joint platform and have common costs.\22\
The Exchange agrees with and adopts those discussions and the arguments
therein. The Exchange also notes that the economics literature confirms
that there is no way to allocate common costs between joint products
that would shed any light on competitive or efficient pricing.\23\
---------------------------------------------------------------------------

    \22\ See Securities Exchange Act Release No. 62887 (Sept. 10,
2010), 75 FR 57092, 57095 (Sept. 17, 2010) (SR-Phlx-2010-121);
Securities Exchange Act Release No. 62907 (Sept. 14, 2010), 75 FR
57314, 57317 (Sept. 20, 2010) (SR-NASDAQ-2010-110); and Securities
Exchange Act Release No. 62908 (Sept. 14, 2010), 75 FR 57321, 57324
(Sept. 20, 2010) (SR-NASDAQ-2010-111) (``all of the exchange's costs
are incurred for the unified purposes of attracting order flow,
executing and/or routing orders, and generating and selling data
about market activity. The total return that an exchange earns
reflects the revenues it receives from the joint products and the
total costs of the joint products.''); see also August 1, 2008
Comment Letter of Jeffrey S. Davis, Vice President and Deputy
General Counsel, NASDAQ OMX Group, Inc., Statement of Janusz Ordover
and Gustavo Bamberger (``because market data is both an input to and
a byproduct of executing trades on a particular platform, market
data and trade execution services are an example of `joint products'
with `joint costs.'''), attachment at pg. 4, available at
www.sec.gov/comments/34-57917/3457917-12.pdf.
    \23\ See generally Mark Hirschey, Fundamentals of Managerial
Economics, at 600 (2009) (``It is important to note, however, that
although it is possible to determine the separate marginal costs of
goods produced in variable proportions, it is impossible to
determine their individual average costs. This is because common
costs are expenses necessary for manufacture of a joint product.
Common costs of production--raw material and equipment costs,
management expenses, and other overhead--cannot be allocated to each
individual by-product on any economically sound basis.* * * Any
allocation of common costs is wrong and arbitrary.''). This is not
new economic theory. See, e.g., F. W. Taussig, ``A Contribution to
the Theory of Railway Rates,'' Quarterly Journal of Economics V(4)
438, 465 (July 1891) (``Yet, surely, the division is purely
arbitrary. These items of cost, in fact, are jointly incurred for
both sorts of traffic; and I cannot share the hope entertained by
the statistician of the Commission, Professor Henry C. Adams, that
we shall ever reach a mode of apportionment that will lead to
trustworthy results.'').
---------------------------------------------------------------------------

    Analyzing the cost of market data product production and
distribution in isolation from the cost of all of the inputs supporting
the creation of market data and market data products will inevitably
underestimate the cost of the data and data products. Thus, because it
is impossible to obtain the data inputs to create market data products
without a fast, technologically robust, and well-regulated execution
system, system costs and regulatory costs affect the price of both of
obtaining the market data itself and creating and distributing market
data products. It would be equally misleading, however, to attribute
all of an exchange's costs to the market data portion of an exchange's
joint products. Rather, all of an exchange's costs are incurred for the
unified purposes of attracting order flow, executing and/or routing
orders, and generating and selling data about market activity. The
total return that an exchange earns reflects the revenues it receives
from the joint products and the total costs of the joint products.
    The level of competition and contestability in the market is
evident in the numerous alternative venues that compete for order flow,
including 12 equities self-regulatory organization (``SRO'') markets,
as well as internalizing broker-dealers (``BDs'') and various forms of
alternative trading systems (``ATSs''), including dark pools and
electronic communication networks (``ECNs''). Competition among trading
platforms can be expected to constrain the aggregate return that each
platform earns from the sale of its joint products, but different
platforms may choose from a range of possible, and equally reasonable,
pricing strategies as the means of recovering total costs. For example,
some platforms may choose to

pay rebates to attract orders, charge relatively low prices for market
data products (or provide market data products free of charge), and
charge relatively high prices for accessing posted liquidity. Other
platforms may choose a strategy of paying lower rebates (or no rebates)
to attract orders, setting relatively high prices for market data
products, and setting relatively low prices for accessing posted
liquidity. In this environment, there is no economic basis for
regulating maximum prices for one of the joint products in an industry
in which suppliers face competitive constraints with regard to the
joint offering.
    Existence of Alternatives. The large number of SROs, BDs, and ATSs
that currently produce proprietary data or are currently capable of
producing it provides further pricing discipline for proprietary data
products. Each SRO, ATS, and BD is currently permitted to produce
proprietary data products, and many currently do or have announced
plans to do so, including but not limited to the Exchange, NYSE, NYSE
MKT, NASDAQ OMX, BATS, and Direct Edge.
    The fact that proprietary data from ATSs, BDs, and vendors can
bypass SROs is significant in two respects. First, non-SROs can compete
directly with SROs for the production and sale of proprietary data
products. Second, because a single order or transaction report can
appear in an SRO proprietary product, a non-SRO proprietary product, or
both, the amount of data available via proprietary products is greater
in size than the actual number of orders and transaction reports that
exist in the marketplace. Because market data users can thus find
suitable substitutes for most proprietary market data products, a
market that overprices its market data products stands a high risk that
users may substitute another source of market data information for its
own.
    Moreover, consolidated data provides two additional measures of
pricing discipline for proprietary data products that are a subset of
the consolidated data stream. First, the consolidated data is widely
available in real-time at $1 per month for non-professional users.
Second, consolidated data is also available at no cost with a 15- or
20-minute delay. Because consolidated data contains marketwide
information, it effectively places a cap on the fees assessed for
proprietary data (such as last sale data) that is simply a subset of
the consolidated data. The mere availability of low-cost or free
consolidated data provides a powerful form of pricing discipline for
proprietary data products that contain data elements that are a subset
of the consolidated data by highlighting the optional nature of
proprietary products.
    Those competitive pressure imposed by available alternatives are
evident in the Exchange's proposed pricing. The Digital Media
Enterprise Fees, which will permit broader distribution at the same
price (in the case of NYSE Arca Trades) or a lower price (in the case
of NYSE Arca RRP) than is available today, also are lower than the
maximum fee for a similar product offered by another exchange \24\ and
lower than the television distribution fee charged by CTA.\25\ The
proposed redistribution fees also are comparable to the Exchange's and
another exchange's similar fees.\26\
---------------------------------------------------------------------------

    \24\ See supra n.15.
    \25\ See CTA Plan dated July 1, 2012, Exhibit E, Schedule A-1 at
n.6 (television distribution fee capped at $125,000 per month in
2010, with certain increases permitted thereafter) available at
http://www.nyxdata.com/CTA.
    \26\ See supra n.16.
---------------------------------------------------------------------------

    In addition to the competition and price discipline described
above, the market for proprietary data products is also highly
contestable because market entry is rapid and inexpensive. The history
of electronic trading is replete with examples of entrants that swiftly
grew into some of the largest electronic trading platforms and
proprietary data producers: Archipelago, Bloomberg Tradebook, Island,
RediBook, Attain, TrackECN, BATS Trading and Direct Edge. Today, BATS
and Direct Edge provide certain market data at no charge on their Web
sites in order to attract more order flow, and use revenue rebates from
resulting additional executions to maintain low execution charges for
their users.\27\
---------------------------------------------------------------------------

    \27\ This is simply a securities market-specific example of the
well-established principle that in certain circumstances more sales
at lower margins can be more profitable than fewer sales at higher
margins; this example is additional evidence that market data is an
inherent part of a market's joint platform.
---------------------------------------------------------------------------

    Further, data products are valuable to certain end users only
insofar as they provide information that end users expect will assist
them or their customers in tracking prices and market trends. The
Exchange believes that the Digital Media Enterprise Fees, which will
permit wider distribution of last sale information at either the same
or a lower price, may encourage more vendors to choose to offer NYSE
Arca Trades or NYSE Arca RRP over multiple communication devices and
thereby benefit public investors and other market participants by
providing them with more convenient ways to track prices and market
trends during the course of the trading day. The Exchange further
believes that only vendors that expect to derive a reasonable benefit
from redistributing NYSE Arca Trades and NYSE Arca RRP data will choose
to become redistributors and pay the attendant monthly fees.
    In establishing the proposed fees, the Exchange considered the
competitiveness of the market for proprietary data and all of the
implications of that competition. The Exchange believes that it has
considered all relevant factors and has not considered irrelevant
factors in order to establish fair, reasonable, and not unreasonably
discriminatory fees and an equitable allocation of fees among all
users. The existence of numerous alternatives to the Exchange's
products, including real-time consolidated data, free delayed
consolidated data, and proprietary data from other sources, ensures
that the Exchange cannot set unreasonable fees, or fees that are
unreasonably discriminatory, when vendors and subscribers can elect
these alternatives or choose not to purchase a specific proprietary
data product if its cost to purchase is not justified by the returns
any particular vendor or subscriber would achieve through the purchase.

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

    The foregoing rule change is effective upon filing pursuant to
Section 19(b)(3)(A) \28\ of the Act and subparagraph (f)(2) of Rule
19b-4 \29\ thereunder, because it establishes a due, fee, or other
charge imposed by the Exchange.
---------------------------------------------------------------------------

    \28\ 15 U.S.C. 78s(b)(3)(A).
    \29\ 17 CFR 240.19b-4(f)(2).
---------------------------------------------------------------------------

    At any time within 60 days of the filing of such 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 under
Section 19(b)(2)(B) \30\ of the Act to determine whether the proposed
rule change should be approved or disapproved.
---------------------------------------------------------------------------

    \30\ 15 U.S.C. 78s(b)(2)(B).

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

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-NYSEArca-2013-31 on the subject line.

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-NYSEArca-2013-31. 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 on
official business days between the hours of 10:00 a.m. and 3:00 p.m.
Copies of such filing also will be available for inspection and copying
at the principal offices of NYSE. 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-NYSEArca-2013-31, and should be submitted on or before
May 1, 2013.
---------------------------------------------------------------------------

    \31\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\31\
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2013-08325 Filed 4-9-13; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register Volume 84, Number 47 (Monday, March 11, 2019)]
[Notices]
[Pages 8703-8705]
[FR Doc No: 2019-04330]

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

DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

Combined Notice of Filings

    Take notice that the Commission has received the following Natural
Gas Pipeline Rate and Refund Report filings:

Filings Instituting Proceedings

    Docket Number: PR19-44-000.
    Applicants: Enable Oklahoma Intrastate Transmission, LLC.
    Description: Tariff filing per 284.123(b),(e)+(g): Enable Revised
Fuel Percentages April 1, 2019 through March 31, 2020 to be effective
4/1/2019.
    Filed Date: 2/28/19.
    Accession Number:<PHONE_NUMBER>28.
    Comments Due: 5 p.m. ET 3/21/19.
    284.123(g) Protests Due: 5 p.m. ET 4/29/19.

    Docket Number: PR19-45-000.
    Applicants: EnLink LIG, LLC.
    Description: Tariff filing per 284.123(b)(2)+(g): Petition for Rate
Approval and Amended Statement of Operating Conditions to be effective
3/1/2019.
    Filed Date: 3/1/19.
    Accession Number:<PHONE_NUMBER>83.
    Comments Due: 5 p.m. ET 3/22/19.
    284.123(g) Protests Due: 5 p.m. ET 4/30/19.

    Docket Numbers: RP18-1126-002.
    Applicants: Transcontinental Gas Pipe Line Company, LLC.
    Description: Compliance filing Compliance Filing to Update
Suspended Tariff Records in Docket No. RP18-1126 to be effective 3/1/
2019.
    Filed Date: 2/28/19.
    Accession Number: 20190228-5276.
    Comments Due: 5 p.m. ET 3/12/19.

    Docket Numbers: RP19-700-001.
    Applicants: Natural Gas Pipeline Company of America.
    Description: Tariff Amendment: Corrected Negotiated Rate Agreement
Filing-Macquarie Energy LLC to be effective 4/1/2019.
    Filed Date: 2/28/19.
    Accession Number: 20190228-5203.
    Comments Due: 5 p.m. ET 3/12/19.

    Docket Numbers: RP19-746-001.
    Applicants: Columbia Gas Transmission, LLC.
    Description: Tariff Amendment: TCO Neg Rate and NC Agreement Clean-
Up (Part 2) to be effective 4/1/2019.
    Filed Date: 2/28/19.
    Accession Number: 20190228-5250.
    Comments Due: 5 p.m. ET 3/12/19.

    Docket Numbers: RP19-757-000.
    Applicants: Panhandle Eastern Pipe Line Company, LP.
    Description: Sec.  4(d) Rate Filing: Fuel Filing on 3-1-19 to be
effective 4/1/2019.
    Filed Date: 3/1/19.
    Accession Number: 20190301-5006.
    Comments Due: 5 p.m. ET 3/13/19.

    Docket Numbers: RP19-758-000.
    Applicants: Trunkline Gas Company, LLC.
    Description: Sec.  4(d) Rate Filing: Fuel Filing on 3-1-19 to be
effective 4/1/2019.
    Filed Date: 3/1/19.
    Accession Number: 20190301-5007.
    Comments Due: 5 p.m. ET 3/13/19.

    Docket Numbers: RP19-759-000.
    Applicants: Southwest Gas Storage Company.
    Description: Sec.  4(d) Rate Filing: Fuel Filing on 3-1-19 to be
effective 4/1/2019.
    Filed Date: 3/1/19.
    Accession Number: 20190301-5008.
    Comments Due: 5 p.m. ET 3/13/19.

    Docket Numbers: RP19-760-000.
    Applicants: Florida Gas Transmission Company, LLC.
    Description: Sec.  4(d) Rate Filing: Fuel Filing on 3-1-19 to be
effective 4/1/2019.
    Filed Date: 3/1/19.
    Accession Number: 20190301-5009.
    Comments Due: 5 p.m. ET 3/13/19.

    Docket Numbers: RP19-761-000.
    Applicants: Rover Pipeline LLC.

    Description: Sec.  4(d) Rate Filing: Fuel Filing on 3-1-19 to be
effective 4/1/2019.
    Filed Date: 3/1/19.
    Accession Number: 20190301-5010.
    Comments Due: 5 p.m. ET 3/13/19.

    Docket Numbers: RP19-762-000.
    Applicants: Columbia Gas Transmission, LLC.
    Description: Sec.  4(d) Rate Filing: EPCA 2019 to be effective 4/1/
2019.
    Filed Date: 3/1/19.
    Accession Number: 20190301-5011.
    Comments Due: 5 p.m. ET 3/13/19.

    Docket Numbers: RP19-763-000.
    Applicants: Columbia Gas Transmission, LLC.
    Description: Sec.  4(d) Rate Filing: TCRA 2019 to be effective 4/1/
2019.
    Filed Date: 3/1/19.
    Accession Number: 20190301-5012.
    Comments Due: 5 p.m. ET 3/13/19.

    Docket Numbers: RP19-764-000.
    Applicants: Columbia Gas Transmission, LLC.
    Description: Sec.  4(d) Rate Filing: RAM 2019 to be effective 4/1/
2019.
    Filed Date: 3/1/19.
    Accession Number: 20190301-5013.
    Comments Due: 5 p.m. ET 3/13/19.

    Docket Numbers: RP19-765-000.
    Applicants: MarkWest Pioneer, L.L.C.
    Description: Sec.  4(d) Rate Filing: Quarterly Fuel Adjustment
Filing to be effective 4/1/2019.
    Filed Date: 3/1/19.
    Accession Number: 20190301-5014.
    Comments Due: 5 p.m. ET 3/13/19.

    Docket Numbers: RP19-766-000.
    Applicants: ANR Pipeline Company.
    Description: Sec.  4(d) Rate Filing: ANR WISE NC and NR Agmts to be
effective 4/1/2019.
    Filed Date: 3/1/19.
    Accession Number: 20190301-5015.
    Comments Due: 5 p.m. ET 3/13/19.

    Docket Numbers: RP19-767-000.
    Applicants: WBI Energy Transmission, Inc.
    Description: Sec.  4(d) Rate Filing: 2019 Annual Fuel & Electric
Power Reimbursement Adjustment to be effective 4/1/2019.
    Filed Date: 3/1/19.
    Accession Number: 20190301-5016.
    Comments Due: 5 p.m. ET 3/13/19.

    Docket Numbers: RP19-768-000.
    Applicants: Texas Gas Transmission, LLC.
    Description: Sec.  4(d) Rate Filing: Cap Rel Neg Rate Agmt (EM
Energy OH 35451 to COMA 37838) to be effective 3/1/2019.
    Filed Date: 3/1/19.
    Accession Number: 20190301-5017.
    Comments Due: 5 p.m. ET 3/13/19.

    Docket Numbers: RP19-769-000.
    Applicants: ANR Pipeline Company.
    Description: Sec.  4(d) Rate Filing: ANR WPS Non-Conforming Agmt to
be effective 4/1/2019.
    Filed Date: 3/1/19.
    Accession Number: 20190301-5018.
    Comments Due: 5 p.m. ET 3/13/19.

    Docket Numbers: RP19-770-000.
    Applicants: Equitrans, L.P.
    Description: Sec.  4(d) Rate Filing: Negotiated Capacity Release
Agreements--3/1/2019 to be effective 3/1/2019.
    Filed Date: 3/1/19.
    Accession Number: 20190301-5019.
    Comments Due: 5 p.m. ET 3/13/19.

    Docket Numbers: RP19-771-000.
    Applicants: Dauphin Island Gathering Partners.
    Description: Sec.  4(d) Rate Filing: Storm Surcharge 2019 to be
effective 4/1/2019.
    Filed Date: 3/1/19.
    Accession Number: 20190301-5021.
    Comments Due: 5 p.m. ET 3/13/19.

    Docket Numbers: RP19-772-000.
    Applicants: Crossroads Pipeline Company.
    Description: Sec.  4(d) Rate Filing: TRA 2019 to be effective 4/1/
2019.
    Filed Date: 3/1/19.
    Accession Number: 20190301-5023.
    Comments Due: 5 p.m. ET 3/13/19.

    Docket Numbers: RP19-773-000.
    Applicants: Southern Star Central Gas Pipeline, Inc.
    Description: Sec.  4(d) Rate Filing: Fuel Filing--Eff. April 1,
2019 to be effective 4/1/2019.
    Filed Date: 3/1/19.
    Accession Number: 20190301-5024.
    Comments Due: 5 p.m. ET 3/13/19.

    Docket Numbers: RP19-774-000.
    Applicants: WBI Energy Transmission, Inc.
    Description: Sec.  4(d) Rate Filing: 2019 Negotiated Service
Agreement--ONEOK to be effective 4/1/2019.
    Filed Date: 3/1/19.
    Accession Number: 20190301-5025.
    Comments Due: 5 p.m. ET 3/13/19.

    Docket Numbers: RP19-775-000.
    Applicants: KPC Pipeline, LLC.
    Description: Sec.  4(d) Rate Filing: Fuel Reimbursement Adjustment
to be effective 4/1/2019.
    Filed Date: 3/1/19.
    Accession Number: 20190301-5026.
    Comments Due: 5 p.m. ET 3/13/19.

    Docket Numbers: RP19-776-000.
    Applicants: Guardian Pipeline, L.L.C.
    Description: Sec.  4(d) Rate Filing: EPCR Semi-Annual Adjustment--
Spring 2019 to be effective 4/1/2019.
    Filed Date: 3/1/19.
    Accession Number: 20190301-5067.
    Comments Due: 5 p.m. ET 3/13/19.

    Docket Numbers: RP19-777-000.
    Applicants: Kern River Gas Transmission Company.
    Description: Sec.  4(d) Rate Filing: 2019 Daggett Surcharge to be
effective 4/1/2019.
    Filed Date: 3/1/19.
    Accession Number: 20190301-5090.
    Comments Due: 5 p.m. ET 3/13/19.

    Docket Numbers: RP19-778-000.
    Applicants: Central Kentucky Transmission Company.
    Description: Sec.  4(d) Rate Filing: RAM 2019 to be effective 4/1/
2019.
    Filed Date: 3/1/19.
    Accession Number: 20190301-5096.
    Comments Due: 5 p.m. ET 3/13/19.

    Docket Numbers: RP19-779-000.
    Applicants: Tennessee Gas Pipeline Company, L.L.C.
    Description: Sec.  4(d) Rate Filing: Volume No. 2--Freepoint
Commodities SP345229 & SP 345231 to be effective 4/1/2019.
    Filed Date: 3/1/19.
    Accession Number: 20190301-5106.
    Comments Due: 5 p.m. ET 3/13/19.

    Docket Numbers: RP19-780-000.
    Applicants: Midwestern Gas Transmission Company.
    Description: Sec.  4(d) Rate Filing: Annual Fuel Retention
Percentage Adjustment--2019 Rate to be effective 4/1/2019.
    Filed Date: 3/1/19.
    Accession Number: 20190301-5125.
    Comments Due: 5 p.m. ET 3/13/19.

    Docket Numbers: RP19-781-000.
    Applicants: Cimarron River Pipeline, LLC.
    Description: Sec.  4(d) Rate Filing: Fuel Tracker 2019--Summer
Season Rates to be effective 4/1/2019.
    Filed Date: 3/1/19.
    Accession Number: 20190301-5120.
    Comments Due: 5 p.m. ET 3/13/19.

    Docket Numbers: RP19-782-000.
    Applicants: Viking Gas Transmission Company.
    Description: Sec.  4(d) Rate Filing: Annual LMCRA--Spring 2019 to
be effective 4/1/2019.
    Filed Date: 3/1/19.
    Accession Number: 20190301-5124.
    Comments Due: 5 p.m. ET 3/13/19.

    Docket Numbers: RP19-783-000.
    Applicants: Cheniere Corpus Christi Pipeline L.P.
    Description: Transportation Retainage Adjustment Informational
Filing of Cheniere Corpus Christi Pipeline, L.P. under RP19-783.
    Filed Date: 2/28/19.
    Accession Number: 20190228-5334.
    Comments Due: 5 p.m. ET 3/12/19.

    Docket Numbers: RP19-784-000.
    Applicants: Arlington Storage Company, LLC.
    Description: Sec.  4(d) Rate Filing: Arlington Storage Company,
LLC--

Filing of Tariff Modifications to be effective 4/1/2019.
    Filed Date: 3/1/19.
    Accession Number: 20190301-5126.
    Comments Due: 5 p.m. ET 3/13/19.

    Docket Numbers: RP19-785-000.
    Applicants: Viking Gas Transmission Company.
    Description: Sec.  4(d) Rate Filing: Semi-Annual Fuel and Losses
Retention Adjustment--Summer 2019 Rate to be effective 4/1/2019.
    Filed Date: 3/1/19.
    Accession Number: 20190301-5132.
    Comments Due: 5 p.m. ET 3/13/19.

    Docket Numbers: RP19-786-000.
    Applicants: Rockies Express Pipeline LLC.
    Description: Annual Fuel and Lost & Unaccounted Reimbursement
Percentages and Power Cost Charges of Rockies Express Pipeline LLC.
    Filed Date: 2/28/19.
    Accession Number: 20190228-5343.
    Comments Due: 5 p.m. ET 3/12/19.

    Docket Numbers: RP19-787-000.
    Applicants: Columbia Gulf Transmission, LLC.
    Description: Sec.  4(d) Rate Filing: TRA 2019 to be effective 4/1/
2019.
    Filed Date: 3/1/19.
    Accession Number: 20190301-5181.
    Comments Due: 5 p.m. ET 3/13/19.

    Docket Numbers: RP19-788-000.
    Applicants: KO Transmission Company.
    Description: Sec.  4(d) Rate Filing: 2019 Transportation Retainage
Adjustment Filing to be effective 4/1/2019.
    Filed Date: 3/1/19.
    Accession Number: 20190301-5199.
    Comments Due: 5 p.m. ET 3/13/19.

    Docket Numbers: RP19-789-000.
    Applicants: Algonquin Gas Transmission, LLC.
    Description: Sec.  4(d) Rate Filing: Negotiated Rate--Yankee to
Direct Energy 798806 eff 3-2-2019 to be effective 3/2/2019.
    Filed Date: 3/1/19.
    Accession Number: 20190301-5207.
    Comments Due: 5 p.m. ET 3/13/19.

    Docket Numbers: RP19-790-000.
    Applicants: UGI Storage Company.
    Description: Sec.  4(d) Rate Filing: Modify Storage Withdrawal
Ratchet Levels to be effective 4/1/2019.
    Filed Date: 3/1/19.
    Accession Number: 20190301-5231.
    Comments Due: 5 p.m. ET 3/13/19.

    Docket Numbers: RP19-791-000.
    Applicants: Gulf Crossing Pipeline Company LLC.
    Description: Sec.  4(d) Rate Filing: Amendment to Neg Rate Agmt
(Total 167-3) to be effective 3/1/2019.
    Filed Date: 3/1/19.
    Accession Number: 20190301-5244.
    Comments Due: 5 p.m. ET 3/13/19.

    Docket Numbers: RP19-792-000.
    Applicants: Empire Pipeline, Inc.
    Description: Sec.  4(d) Rate Filing: GT&C 12.6 and Housekeeping
Changes to be effective 4/1/2019.
    Filed Date: 3/1/19.
    Accession Number: 20190301-5264.
    Comments Due: 5 p.m. ET 3/13/19.

    Docket Numbers: RP19-793-000.
    Applicants: Enable Gas Transmission, LLC.
    Description: Sec.  4(d) Rate Filing: Negotiated Rate Filing--March
2019--Continental 1011192 to be effective 3/1/2019.
    Filed Date: 3/1/19.
    Accession Number: 20190301-5265.
    Comments Due: 5 p.m. ET 3/13/19.

    Docket Numbers: RP19-794-000.
    Applicants: Transwestern Pipeline Company, LLC.
    Description: Sec.  4(d) Rate Filing: Housekeeping Filing on 3-1-19
to be effective 4/1/2019.
    Filed Date: 3/1/19.
    Accession Number: 20190301-5292.
    Comments Due: 5 p.m. ET 3/13/19.

    Docket Numbers: RP19-795-000.
    Applicants: Transwestern Pipeline Company, LLC.
    Description: Sec.  4(d) Rate Filing: Housekeeping Filing--Orig.
Vol. 1-A filed 3-1-19 to be effective 4/1/2019.
    Filed Date: 3/1/19.
    Accession Number: 20190301-5295.
    Comments Due: 5 p.m. ET 3/13/19.

    Docket Numbers: RP19-796-000.
    Applicants: Transcontinental Gas Pipe Line Company, LLC.
    Description: Sec.  4(d) Rate Filing: Non-Conforming--Atlantic
Sunrise--Pacific Summit Energy to be effective 3/1/2019.
    Filed Date: 3/1/19.
    Accession Number: 20190301-5300.
    Comments Due: 5 p.m. ET 3/13/19.

    Docket Numbers: RP19-797-000.
    Applicants: North Baja Pipeline, LLC.
    Description: Sec.  4(d) Rate Filing: Sempra Negotiated Rate
Agreement to be effective 3/1/2019.
    Filed Date: 3/1/19.
    Accession Number: 20190301-5308.
    Comments Due: 5 p.m. ET 3/13/19.

    Docket Numbers: RP19-798-000.
    Applicants: Transcontinental Gas Pipe Line Company, LLC.
    Description: Sec.  4(d) Rate Filing: Transco 2019 Annual Fuel
Tracker to be effective 4/1/2019.
    Filed Date: 3/1/19.
    Accession Number: 20190301-5313.
    Comments Due: 5 p.m. ET 3/13/19.

    Docket Numbers: RP19-799-000.
    Applicants: El Paso Natural Gas Company, L.L.C.
    Description: Sec.  4(d) Rate Filing: Negotiated Rate Agreement
Update (Conoco Mar 2019) to be effective 3/1/2019.
    Filed Date: 3/1/19.
    Accession Number: 20190301-5328.
    Comments Due: 5 p.m. ET 3/13/19.

    Docket Numbers: RP19-800-000.
    Applicants: Transcontinental Gas Pipe Line Company, LLC.
    Description: Sec.  4(d) Rate Filing: Annual Electric Power Tracker
Filing Effective April 1, 2019 to be effective 4/1/2019.
    Filed Date: 3/1/19.
    Accession Number: 20190301-5352.
    Comments Due: 5 p.m. ET 3/13/19.

    Docket Numbers: RP19-801-000.
    Applicants: Tennessee Gas Pipeline Company, L.L.C.
    Description: Sec.  4(d) Rate Filing: Fuel Tracker--2019 to be
effective 4/1/2019.
    Filed Date: 3/1/19.
    Accession Number: 20190301-5353.
    Comments Due: 5 p.m. ET 3/13/19.

    Docket Numbers: RP19-802-000.
    Applicants: UGI Mt. Bethel Pipeline Company, LLC.
    Description: Annual Retainage Adjustment Filing of UGI Mt. Bethel
Pipeline Company, LLC under RP19-802.
    Filed Date: 3/1/19.
    Accession Number: 20190301-5362.
    Comments Due: 5 p.m. ET 3/13/19.

    The filings are accessible in the Commission's eLibrary system by
clicking on the links or querying the docket number.
    Any person desiring to intervene or protest in any of the above
proceedings must file in accordance with Rules 211 and 214 of the
Commission's Regulations (18 CFR 385.211 and 385.214) on or before 5:00
p.m. Eastern time on the specified date(s). Protests may be considered,
but intervention is necessary to become a party to the proceeding.
    eFiling is encouraged. More detailed information relating to filing
requirements, interventions, protests, service, and qualifying
facilities filings can be found at: http://www.ferc.gov/docs-filing/efiling/filing-req.pdf. For other information, call<PHONE_NUMBER>
(toll free). For TTY, call<PHONE_NUMBER>.

    Dated: March 5, 2019.
Kimberly D. Bose,
Secretary.
[FR Doc. 2019-04330 Filed 3-8-19; 8:45 am]
 BILLING CODE 6717-01-P


[Federal Register Volume 76, Number 188 (Wednesday, September 28, 2011)]
[Notices]
[Pages 60106-60107]
[FR Doc No: 2011-24965]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-65382; File No. SR-FINRA-2011-050]

Self-Regulatory Organizations; Financial Industry Regulatory
Authority, Inc.; Notice of Filing and Immediate Effectiveness of
Proposed Rule Change To Update Rule Cross-References and Make Non-
Substantive Technical Changes to Certain FINRA and NASD Rules

September 22, 2011.
    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 September 14, 2011, Financial Industry Regulatory Authority, Inc.
(``FINRA'') (f/k/a National Association of Securities Dealers, Inc.
(``NASD'')) filed with the Securities and Exchange Commission (``SEC''
or ``Commission'') the proposed rule change as described in Items I,
II, and III below, which Items have been prepared by FINRA. FINRA has
designated the proposed rule change as constituting a ``non-
controversial'' rule change under paragraph (f)(6) of Rule 19b-4 under
the Act,\3\ which renders the proposal effective upon receipt of this
filing by the Commission. 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\ 17 CFR 240.19b-4.
    \3\ 17 CFR 240.19b-4(f)(6).
---------------------------------------------------------------------------

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

    FINRA is proposing to update cross-references within certain FINRA
rules to reflect changes adopted in the consolidated FINRA rulebook and
to make non-substantive technical changes to certain FINRA and NASD
Rules.
    The text of the proposed rule change is available on FINRA's Web
site at http://www.finra.org, at the principal office of FINRA 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, FINRA 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. FINRA 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, Proposed Rule Change

1. Purpose
    FINRA is in the process of developing a new consolidated rulebook
(``Consolidated FINRA Rulebook'').\4\ That process involves FINRA
submitting to the Commission for approval a series of proposed rule
changes over time to adopt rules in the Consolidated FINRA Rulebook.
The phased adoption and implementation of those rules necessitates
periodic amendments to update rule cross-references and other non-
substantive technical changes in the Consolidated FINRA Rulebook.
---------------------------------------------------------------------------

    \4\ The current FINRA rulebook consists of (1) FINRA Rules; (2)
NASD Rules; and (3) rules incorporated from NYSE (``Incorporated
NYSE Rules'') (together, the NASD Rules and Incorporated NYSE Rules
are referred to as the ``Transitional Rulebook''). While the NASD
Rules generally apply to all FINRA members, the Incorporated NYSE
Rules apply only to those members of FINRA that are also members of
the NYSE (``Dual Members''). The FINRA Rules apply to all FINRA
members, unless such rules have a more limited application by their
terms. For more information about the rulebook consolidation
process, see Information Notice, March 12, 2008 (Rulebook
Consolidation Process).
---------------------------------------------------------------------------

    The proposed rule change would update rule cross-references to
reflect changes adopted in the Consolidated FINRA Rulebook. In this
regard, the proposed rule change would update references in FINRA Rule
9217 (Violations Appropriate for Disposition Under Plan Pursuant to SEA
Rule 19d-1(c)(2)) that are needed as the result of Commission approval
of a recent FINRA proposed rule changes [sic].\5\ Furthermore, the
proposed rule change would make a technical change to paragraph (m) of
FINRA Rule 7410 (Definitions) to update FINRA's definition of ``Program
Trade'' to correspond with that of the NYSE Rule 132B.\6\
---------------------------------------------------------------------------

    \5\ See Securities Exchange Act Release No. 64687 (June 16,
2011), 76 FR 36586 (June 22, 2011) (Order Approving File No. SR-
FINRA-2011-013).
    \6\ See Securities Exchange Act Release No. 55793 (May 22,
2007), 72 FR 29567 (May 29, 2007) (Order Approving File No. SR-NYSE-
2007-34); and Securities Exchange Act Release No. 56726 (October 31,
2007), 72 FR 62719 (November 6, 2007) (Notice of Filing and
Immediate Effectiveness of File No. SR-NYSE-2007-96).
---------------------------------------------------------------------------

    The proposed rule change would also delete from FINRA Manual the
Series heading for NASD Rule 3200 (Settlement) to reflect that the NASD
Rule 3200 Series has been replaced by FINRA Rules 4311, 4320, and
5330.\7\
---------------------------------------------------------------------------

    \7\ See Securities Exchange Act Release No. 61338 (January 12,
2010), 75 FR 2899 (January 19, 2010) (Order Approving File No. SR-
FINRA-2009-084); Securities Exchange Act Release No. 62533 (July 20,
2010), 75 FR 43588 (July 26, 2010) (Order Approving File No. SR-
FINRA-2010-028); and Securities Exchange Act Release No. 63999
(March 1, 2011), 76 FR 12380 (March 7, 2011) (Order Approving File
No. SR-FINRA-2010-061).
---------------------------------------------------------------------------

    FINRA has filed the proposed rule change for immediate
effectiveness. The implementation date for the proposed rule changes to
FINRA Rules 7410, 9217, and NASD Rule 3200 will be October 17, 2011.
2. Statutory Basis
    FINRA believes that the proposed rule change is consistent with the
provisions of Section 15A(b)(6) of the Act,\8\ which requires, among
other things, that FINRA rules must be designed to prevent fraudulent
and manipulative acts and practices, to promote just and equitable
principles of trade, and, in general, to protect investors and the
public interest. FINRA believes the

proposed rule change will provide greater clarity to members and the
public regarding FINRA's rules.
---------------------------------------------------------------------------

    \8\ 15 U.S.C. 78o-3(b)(6).
---------------------------------------------------------------------------

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

    FINRA does not believe that the proposed rule change will result in
any burden on competition that is not necessary or appropriate in
furtherance of the purposes of the Act.

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

    Written comments were neither solicited nor received.

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

    Because the foregoing proposed rule change does not: (i)
Significantly affect the protection of investors or the public
interest; (ii) impose any significant burden on competition; and (iii)
become operative for 30 days from the date on which it was filed, or
such shorter time as the Commission may designate, it has become
effective pursuant to Section 19(b)(3)(A) of the Act \9\ and Rule 19b-
4(f)(6) thereunder.\10\
---------------------------------------------------------------------------

    \9\ 15 U.S.C. 78s(b)(3)(A).
    \10\ 17 CFR 240.19b-4(f)(6).
---------------------------------------------------------------------------

    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

     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-FINRA-2011-050 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-FINRA-2011-050. 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 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 such filing also will be
available for inspection and copying at the principal office of FINRA.
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-FINRA-2011-050
and should be submitted on or before October 19, 2011.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\11\
---------------------------------------------------------------------------

    \11\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Elizabeth M. Murphy,
Secretary.
[FR Doc. 2011-24965 Filed 9-27-11; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register Volume 77, Number 61 (Thursday, March 29, 2012)]
[Notices]
[Pages 19039-19041]
[FR Doc No: 2012-7519]

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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 30007; 813-228]

Jefferies Employees Special Opportunities Partners, LLC, et al.;
Notice of Application

March 23, 2012.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice of an application for an order under sections 6(b) and
6(e) of the Investment Company Act of 1940 (the ``Act'') granting an
exemption from all provisions of the Act, except sections 9, 17, 30 and
36 through 53, and the rules and regulations under the Act (the ``Rules
and Regulations''). With respect to sections 17(a), (d), (f), (g), and
(j) of the Act, sections 30(a), (b), (e), and (h) of the Act and the
Rules and Regulations and rule 38a-1 under the Act, applicants request
a limited exemption as set forth in the application.

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SUMMARY: Summary of the Application: Applicants request an order to
exempt a limited liability company formed for the benefit of eligible
employees of Jefferies Group, Inc. and its affiliates from certain
provisions of the Act. The limited liability company is an ``employees'
securities company'' within the meaning of section 2(a)(13) of the Act.

Applicants: Jefferies Employees Special Opportunities Partners, LLC
(``JESOP''), Jefferies Special Opportunities Advisers, LLC (the
``Investment Manager'') and Jefferies & Company, Inc. (the ``Managing
Member'').

DATES: Filing Dates: The application was filed on January 20, 2000 and
amended on January 6, 2004, October 17, 2008, January 9, 2012, January
11, 2012 and March 16, 2012.

Hearing or Notification of Hearing: An order granting the application
will be issued unless the Commission orders a hearing. Interested
persons may request a hearing by writing to the Commission's Secretary
and serving applicants with a copy of the request, personally or by
mail. Hearing requests should be received by the Commission by 5:30
p.m. on April 17, 2012 and should be accompanied by proof of service on
applicants, in the form of an affidavit or, for lawyers, a certificate
of service. Hearing requests should state the nature of the writer's
interest, the reason for the request, and the issues contested. Persons
who wish to be notified of a hearing may request notification by
writing to the Commission's Secretary.

ADDRESSES: Secretary, U.S. Securities and Exchange Commission, 100 F
Street NE., Washington, DC 20549-1090. Applicants, 520 Madison Avenue,
12th Floor, New York, New York 10022.

FOR FURTHER INFORMATION CONTACT: Marilyn Mann, Special Counsel, at
(202) 551-6813 or Mary Kay Frech, Branch Chief, at<PHONE_NUMBER>
(Division of Investment Management, Office of Investment Company
Regulation).

SUPPLEMENTARY INFORMATION: The following is a summary of the
application. The complete application may be obtained via the
Commission's Web site by searching for the file number, or for an
applicant using the Company name box, at http://www.sec.gov/search/seach.htm or by calling<PHONE_NUMBER>.

Applicants' Representations

    1. JESOP is a Delaware limited liability company and is an
employees' securities company within the meaning of section 2(a)(13) of
the Act. Interests in JESOP (``Interests'') were offered to (i) current
and former employees, officers, directors, and consultants of the
Jefferies Group, (ii) spouses, parents, children, spouses of children,
siblings, and grandchildren of such persons, (iii) trusts and other
investment vehicles used or created by such persons, and (iv) the
Managing Member and certain other Jefferies Entities. Jefferies Group,
Inc. and its ``affiliates,'' as defined in rule 12b-2 under the
Securities Exchange Act of 1934 (the ``Exchange Act''), are referred to
collectively as ``Jefferies Group'' and individually as a ``Jefferies
Entity.'' Interests were not registered under the Securities Act of
1933 (``Securities Act'') in reliance on section 4(2) of the Securities
Act or Regulation D under the Securities Act and were sold only to
``accredited investors'' within the meaning of rule 501(a) of
Regulation D. JESOP is not currently offering Interests and will not do
so in the future, nor will it make capital calls on existing Interest
holders (``Members'').
    2. JESOP will terminate on March 29, 2013 (the ``Termination'') and
its term will not be extended unless at that time it is able to rely on
section 3(c)(1) of the Act. The chief compliance officer of JESOP or
the Investment Manager will certify to the Office of Investment Company
Regulation of the Division of Investment Management every six months
beginning from the date six months following the date of the requested
order until March 29, 2013 that JESOP is in compliance with the terms
and conditions of the requested order, as reflected in the application
and this notice.
    3. JESOP is controlled by the Managing Member, within the meaning
of section 2(a)(9) of the Act. The Investment Manager serves as
investment adviser to JESOP. JESOP currently owns only (i) Series E
Interests of Jefferies High Yield Holdings, LLC (``Holdings''), the
sole member of Jefferies High Yield Trading, LLC, a registered broker-
dealer, (ii) ``eligible securities,'' as defined in rule 2a-7 under the
Act (``Eligible Securities''), (iii) shares of money market funds
registered under the Act, and (iv) cash (collectively, ``Permitted
Instruments''). JESOP will not hold any assets other than Permitted
Instruments.

Applicants' Legal Analysis

    1. Section 6(b) of the Act provides, in part, that the Commission
will exempt employees' securities companies from the provisions of the
Act to the extent that the exemption is consistent with the protection
of investors. Section 2(a)(13) defines an employees' securities company
as any investment company all of whose securities (other than short-
term paper) are beneficially owned (a) by current or former employees,
or persons on retainer, of one or more affiliated employers, (b) by
immediate family members of such persons, or (c) by such employer or
employers together with any of the persons in (a) or (b).
    2. Section 7 of the Act generally prohibits investment companies
that are not registered under section 8 of the Act from selling or
redeeming their securities. Section 6(e) of the Act provides that, in
connection with any order exempting an investment company from any
provision of section 7, certain provisions of the Act, as specified by
the Commission, will be applicable to the company and other persons
dealing with the company as though the company were registered under
the Act. Applicants request an order under sections 6(b) and 6(e) of
the Act exempting applicants from all provisions of the Act, except
sections 9, 17, 30, 36 through 53, and the Rules and Regulations. With
respect to sections 17(a), (d), (f), (g) and (j) and 30(a), (b), (e)
and (h) of the Act and the Rules and Regulations, and rule 38a-1 under
the Act, applicants request a limited exemption as set forth in the
application.
    3. Section 17(a) of the Act generally prohibits any affiliated
person of a registered investment company, or any affiliated person of
an affiliated person, acting as principal, from knowingly selling or
purchasing any security or

other property to or from the company. Applicants request an exemption
from section 17(a) to permit Holdings, in connection with the
Termination, to engage in any principal transaction directly or
indirectly with JESOP.
    4. Section 17(d) of the Act and rule 17d-1 under the Act prohibit
any affiliated person of a registered investment company, or any
affiliated person of such person, acting as principal, from
participating in any joint arrangement with the registered investment
company unless authorized by the Commission. Applicants request an
exemption from section 17(d) and rule 17d-1 to the extent necessary to
permit JESOP to engage in any transactions in which an Affiliated Co-
Investor, or an affiliated person of such person, is a participant,
solely in connection with the Termination. The requested exemption
would permit JESOP to redeem its Series E Interests in Holdings at or
about the same time that another Jefferies Entity is redeeming another
series of interests in Holdings. The term ``Affiliated Co-Investor''
with respect to JESOP means any person who is (a) an ``affiliated
person'' (as defined in section 2(a)(3) of the Act) of JESOP; (b) a
Jefferies Entity; (c) an officer, director, or employee of a Jefferies
Entity or the Jefferies Group; or (d) an entity in which a Jefferies
Entity acts as general partner, or has a similar capacity to control
the sale or disposition of the entity's securities.
    5. Section 17(f) of the Act designates the entities that may act as
investment company custodians, and rule 17f-2 under the Act allows an
investment company to act as self-custodian. Applicants request an
exemption to permit the following exceptions from the requirements of
rule 17f-2: (i) Compliance with paragraph (b) of the rule may be
achieved through safekeeping in the locked files or secure server of a
Jefferies Entity; (ii) for the purposes of paragraph (d) of the rule,
(A) employees of the Managing Member or a designated affiliate of the
Managing Member will be deemed to be employees of JESOP, (B) officers
of the Managing Member or a designated affiliate of the Managing Member
will be deemed to be officers of JESOP, and (C) the Managing Member or
a designated affiliate of the Managing Member will be deemed to be the
board of directors of JESOP; and (iii) instead of the verification
procedure under paragraph (f) of the rule, verification will be
effected quarterly by two employees of the Managing Member or a
designated affiliate of the Managing Member.
    6. Section 17(g) and rule 17g-1 generally require the bonding of
officers and employees of a registered investment company who have
access to its securities or funds. Rule 17g-1 requires that a majority
of directors who are not interested persons of a registered investment
company (``disinterested directors'') take certain actions and give
certain approvals relating to fidelity bonding. Paragraph (g) of rule
17g-1 sets forth certain materials relating to the fidelity bond that
must be filed with the Commission and certain notices relating to the
fidelity bond that must be given to each member of the investment
company's board of directors. Paragraph (h) of rule 17g-1 provides that
an investment company must designate one of its officers to make the
filings and give the notices required by paragraph (g). Paragraph (j)
of rule 17g-1 exempts a joint insured bond provided and maintained by
an investment company and one or more other parties from section 17(d)
of the Act and the rules thereunder. Rule 17g-1(j)(3) requires that the
board of directors of an investment company satisfy the fund governance
standards defined in rule 0-l(a)(7).
    7. Applicants request an exemption from rule 17g-1(d), (e) and (g)
to the extent necessary to permit the Managing Member or its affiliates
to act and approve as required by the rule, rather than a majority of
the disinterested directors of JESOP or of the Managing Member. JESOP
will comply with all other requirements of rule 17g-1, except that
JESOP requests an exemption from the requirements of rule 17g-1(g) and
(h) relating to the filing of copies of fidelity bonds and related
information with the Commission and relating to the provisions of
notices to the board of directors, and an exemption from the
requirements of rule 17g-1(j)(3) that JESOP comply with the fund
governance standards defined in rule 0-1(a)(7). The Managing Member or
an affiliate of the Managing Member will maintain the materials
otherwise required to be filed with the Commission by rule 17g-1(g) and
agrees that all such material will be subject to examination by the
Commission and its staff. The Managing Member will designate a person
to maintain the records otherwise required to be filed with the
Commission under paragraph (g) of the rule.
    8. Applicants request an exemption from the requirements, contained
in section 17(j) of the Act and rule 17j-1 under the Act, that every
registered investment company adopt a written code of ethics and every
``access person'' of such registered investment company report to the
investment company with respect to transactions in any security in
which such access person has, or by reason of the transaction acquires,
any direct or indirect beneficial ownership in the security. Applicants
request an exemption from the requirements in rule 17j-1, with the
exception of the antifraud provisions of rule 17j-1(b), because they
are burdensome and unnecessary and would serve little purpose in light
of the community of interest among Members by virtue of their common
association with the Jefferies Group.
    9. Applicants request an exemption from the requirements in
sections 30(a), 30(b), and 30(e) of the Act, and the rules under those
sections, that registered investment companies prepare and file with
the Commission and mail to their shareholders certain periodic reports
and financial statements. Applicants request exemptive relief to the
extent necessary to permit JESOP to report annually to its Members.
Applicants also request an exemption from section 30(h) of the Act to
the extent necessary to exempt the Managing Member, the Investment
Manager, and any other persons who are subject to section 30(h), from
filing Forms 3, 4 and 5 under section 16 of the Exchange Act with
respect to their ownership of Interests.
    10. Rule 38a-1 requires investment companies to adopt, implement
and periodically review written policies and procedures reasonably
designed to prevent violation of the federal securities laws and to
appoint a chief compliance officer. JESOP will comply with rule 38a-
1(a), (c) and (d), except that (i) because JESOP does not have a board
of directors, the board of directors of the Managing Member will
fulfill the responsibilities assigned to JESOP's board of directors
under the rule, and (ii) because the board of directors of the Managing
Member does not have any disinterested members, approval by a majority
of the disinterested board members required by rule 38a-1 will not be
obtained and (iii) since the board of directors of the Managing Member
does not have any disinterested members, JESOP will comply with the
requirement in rule 38a-1(a)(4)(iv) that the chief compliance officer
meet with the disinterested directors by having the chief compliance
officer meet with the board of directors of the Managing Member as
constituted.

Applicants' Conditions

    Applicants agree that the requested order will be subject to the
following conditions:
    1. Each proposed transaction otherwise prohibited by section 17(a)
or section 17(d) and rule 17d-1 to which

JESOP is a party (each a ``Section 17 Transaction'') will be effected
only if the Investment Manager determines that:
    (a) The terms of the Section 17 Transaction, including the
consideration to be paid or received, are fair and reasonable to the
Members of JESOP and do not involve overreaching of JESOP or its
Members on the part of any person concerned;
    (b) the Section 17 Transaction is consistent with the interests of
the Members of JESOP, JESOP's constitutive documents, and JESOP's
reports to its Members; and
    (c) the Section 17 Transaction is undertaken only in connection
with the Termination.

The Investment Manager will record and preserve a description of all
Section 17 Transactions, its findings, the information or materials
upon which its findings are based, and the basis therefor. All such
records will be maintained for the life of JESOP, and at least six
years thereafter, and will be subject to examination by the Commission
and its staff. All such records will be maintained in an easily
accessible place for at least the first two years after such a
transaction.
    2. If JESOP makes purchases or sales from or to an entity
affiliated with JESOP because an officer, director or employee of the
Jefferies Group either: (a) Serves as an officer, director, general
partner or investment adviser of the entity, or (b) has a 5% or more
investment in the entity, such individual will not participate in
JESOP's determination of whether or not to effect the purchase or sale.
Any such purchase or sale will be made only in connection with the
Termination.
    3. The Investment Manager will adopt, and periodically review and
update, procedures designed to ensure that reasonable inquiry is made,
prior to the consummation of any Section 17 Transaction, that (a) the
Section 17 Transaction is only effected to facilitate the Termination,
and (b) the possible involvement in the Section 17 Transaction of any
affiliated person or promoter of or principal underwriter for JESOP or
any affiliated person of such person, promoter or principal
underwriter, is made in accordance with these conditions.
    4. The Investment Manager will not invest the funds of JESOP in any
securities other than Series E Interests of Holdings, shares of money
market funds registered under the Act, and ``eligible securities,'' as
that term is defined in rule 2a-7 under the Act.
    5. The Managing Member will send, or cause to be sent, to each
person who was a Member in JESOP at any time during the fiscal year
then ended, JESOP's financial statements audited by independent
accountants. At the end of each fiscal year, as of that year end, the
Managing Member will make or have a valuation made of all the assets of
JESOP. In addition, within 90 days after the end of each fiscal year of
JESOP, or as soon as practicable thereafter, the Managing Member of
JESOP shall send, or cause to be sent, a report to each person who was
a Member at any time during the fiscal year then ended, setting forth
such tax information as shall be necessary for the preparation by the
Member of his or her federal and state income tax returns, and a report
of the investment activities of JESOP during such fiscal year.
    6. JESOP, the Managing Member and the Investment Manager will
maintain and preserve, for the life of JESOP and at least six years
thereafter, such accounts, books, and other documents as constitute the
record forming the basis for the audited financial statements and
annual reports of JESOP to be sent to the Members, and agree that all
such records will be subject to examination by the Commission and its
staff. All such records will be maintained in an easily accessible
place for at least the first two years.
    7. The requested relief will terminate on March 29, 2013 and after
that date JESOP will not rely on any Commission rule under the Act that
provides relief permitting the operation of employees' securities
companies as such term is defined in section 2(a)(13) of the Act.

    For the Commission, by the Division of Investment Management,
pursuant to delegated authority.
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2012-7519 Filed 3-28-12; 8:45 am]
BILLING CODE 8011-01-P