[Federal Register Volume 80, Number 153 (Monday, August 10, 2015)]
[Notices]
[Pages 47976-47978]
[FR Doc No: 2015-19539]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-75602; File No. SR-MSRB-2015-06]

Self-Regulatory Organizations; Municipal Securities Rulemaking
Board; Notice of Filing and Immediate Effectiveness of a Proposed Rule
Change Consisting of Revisions to the Electronic Municipal Market
Access System, Real-Time Transaction Reporting System and Short-Term
Obligation Rate Transparency System

August 4, 2015.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(the ``Act'') \1\ and Rule 19b-4 thereunder,\2\ notice is hereby given
that on July 23, 2015, the Municipal Securities Rulemaking Board (the
``MSRB'' or ``Board'') filed with the Securities and Exchange
Commission (the ``SEC'' or ``Commission'') the proposed rule change as
described in Items I, II, and III below, which Items have been prepared
by the MSRB. The Commission is publishing this notice to solicit
comments on the proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

    The MSRB filed with the Commission a proposed rule change relating
to the MSRB's Electronic Municipal Market Access (``EMMA'') system,
Real-time Transaction Reporting System (``RTRS''), and Short-Term
Obligation Rate Transparency (``SHORT'') system. The proposed rule
change consists of revisions to the facilities for the EMMA system,
RTRS, and SHORT system to better align the language of the information
facilities to the MSRB's administration of these systems. The proposed
rule change adds references to the MSRB's core operational hours,
clarifies the twenty-four hours a day, seven days a week (``24/7'')
availability of many aspects of the MSRB's systems, and makes minor
changes of a technical nature. The MSRB has filed the proposed rule
change under Section 19(b)(3)(A)(iii) of the Act \3\ and Rule 19b-
4(f)(6) \4\ thereunder, as a noncontroversial rule change that renders
the proposal effective upon filing. The proposed rule change would be
made operative on August 24, 2015.
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    \3\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \4\ 17 CFR 240.19b-4(f)(6).
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    The text of the proposed rule change is available on the MSRB's Web
site at www.msrb.org/Rules-and-Interpretations/SEC-Filings/2015-Filings.aspx, at the MSRB's principal office, 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 MSRB 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. The MSRB 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, the Proposed Rule Change

1. Purpose
    The EMMA system is an information facility for the collection and
dissemination of municipal securities disclosure documents and related
information. The EMMA system includes a public Web site, the EMMA
portal, which provides for free public access to disclosures and
transparency information for municipal securities. RTRS is an
information facility for the collection and dissemination of
information about transactions occurring in the municipal securities
market. The SHORT system is an information facility for the collection
and dissemination of information and disclosure documents about
securities bearing interest at short-term rates (auction rate
securities and variable-rate demand obligations). The information
facilities for the EMMA system, RTRS, and SHORT system serve to outline
the high level parameters by which the MSRB operates these systems.
    The purpose of the proposed rule change is to better align the
language of the information facilities for the EMMA system, RTRS, and
SHORT system to the MSRB's administration of these systems. The
proposed rule change would add references to the MSRB's core
operational hours, clarify the 24/7 availability of many aspects of the
MSRB's systems and make minor changes of a technical nature to these
information facilities. These changes are more fully described below.
MSRB Core Operational Hours
    The MSRB maintains core operational hours for its transparency
systems of

7:00 a.m. to 7:00 p.m. Eastern Time on business days, which exclude
weekends and holidays identified on the MSRB System Holiday Schedule
published on the MSRB Web site. Core operational hours are consistent
across the EMMA system, RTRS, and SHORT system and represent those
hours when the MSRB's resources will be more readily available as
compared with other hours to respond to inquiries and incidents
experienced by users of the MSRB's systems. When the MSRB performs
system maintenance that risks a reduction in the level of system
performance, the MSRB schedules such maintenance whenever possible to
occur outside of core operational hours.
    The MSRB's core operational hours reflect the time period when
nearly all information and disclosure documents are submitted to the
EMMA system, RTRS, or SHORT system. Over the MSRB's two prior fiscal
years ended September 30, 2014, the EMMA system received 97.4% of all
submissions of disclosure documents, the RTRS received 99.3% of all
submissions of information, and the SHORT system received 99.6% of all
submissions of information and 99.8% of all submissions of disclosure
documents during the hours of 7:00 a.m. to 7:00 p.m. Eastern Time on
business days.
    The information facilities for the EMMA and SHORT systems currently
note that the systems are expected to operate at the highest
performance during the hours of 8:30 a.m. to 6:00 p.m. Eastern Time.
The RTRS information facility does not specifically reference the
timeframe in which the system experiences the highest performance. The
proposed rule change would provide that the core operational hours for
each system, the EMMA system, RTRS, and SHORT system, are 7:00 a.m. to
7:00 p.m. Eastern Time.
24/7 System Availability
    Many aspects of the EMMA system, RTRS, and SHORT system have 24/7
availability. Since implementation of the EMMA and SHORT systems, the
MSRB has maintained, as 24/7 services, the EMMA portal and the
submission processes for submitting disclosure documents to the EMMA
and SHORT systems. The RTRS web interface also has been maintained for
brokers, dealers and municipal securities dealers (``dealers'') to view
their submitted trade data on a 24/7 basis since 2007.\5\ The proposed
rule change would formally highlight that the MSRB maintains these
aspects of the EMMA system, RTRS, and SHORT system as 24/7 services.
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    \5\ See ``RTRS Web Enhancement: Extended Hours,'' MSRB Notice
2007-26 (August 22, 2007).
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    Technological advancements to MSRB transparency systems enable the
MSRB to conduct routine maintenance and system upgrades in a manner
that is seamless to users. Nonetheless, on rare occasions system
maintenance or upgrades may require the MSRB to schedule a system
outage, which, to the extent feasible, would be scheduled outside of
core operational hours. In addition, in the event of a cyber attack or
security issue, the MSRB may need to make components of MSRB
transparency systems unavailable to ensure the integrity of the
systems. Accordingly, the amendments further clarify the MSRB's ability
to make services unavailable outside of core operational hours for
required maintenance, upgrades or other purposes, or at other times as
needed to ensure the integrity of MSRB systems.
Minor Changes of a Technical Nature
    The proposed rule change includes three minor changes of a
technical nature. First, the EMMA system enables users to request
periodic email alerts based on the reporting of trade data or
availability of disclosure documents for a specific security. The EMMA
system's information facility language currently does not reflect all
of the information and disclosures for which a user can request an
email alert; the proposed rule change clarifies the availability of
this service. Second, the information facilities for the EMMA system,
RTRS, and SHORT system currently use inconsistent abbreviations for
ante meridiem and post meridiem as well as inconsistent references that
the time noted shall reflect Eastern Time; the proposed rule change
would state all time conventions in a consistent manner. Third, the
proposed rule change would correct a reference in the SHORT system
information facility regarding future subscription products as the MSRB
has since made such subscription products available.
2. Statutory Basis
    The MSRB believes that the proposed rule change is consistent with
the provisions of Section 15B(b)(2)(C) of the Act,\6\ which provides
that the MSRB's rules shall:
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    \6\ 15 U.S.C. 78o-4(b)(2)(C).

be designed to prevent fraudulent and manipulative acts and
practices, to promote just and equitable principles of trade, to
foster cooperation and coordination with persons engaged in
regulating, clearing, settling, processing information with respect
to, and facilitating transactions in municipal securities and
municipal financial products, to remove impediments to and perfect
the mechanism of a free and open market in municipal securities and
municipal financial products, and, in general, to protect investors,
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municipal entities, obligated persons, and the public interest.

    The proposed rule change would contribute to the MSRB's continuing
efforts to improve market transparency and to protect investors,
municipal entities, obligated persons and the public interest. The MSRB
believes that users of MSRB transparency systems will benefit from a
clearer understanding of the MSRB's administration of these systems.

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

    The proposed rule change consists of revisions to the information
facilities for the EMMA system, RTRS, and SHORT system to better align
the language of the information facilities to the MSRB's administration
of these systems. The proposed rule change seeks to clarify existing
services and make minor changes of a technical nature to the
information facilities. The proposed rule change will not modify the
manner in which the MSRB administers these systems. Accordingly, the
MSRB 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 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 on the
proposed rule change.

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 \7\ and Rule 19b-
4(f)(6) thereunder.\8\
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    \7\ 15 U.S.C. 78s(b)(3)(A).
    \8\ 17 CFR 240.19b-4(f)(6).
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    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.

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-MSRB-2015-06 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-MSRB-2015-06. This file
number should be included on the subject line if email is used. To help
the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all
written statements with respect to the proposed rule change that are
filed with the Commission, and all written communications relating to
the proposed rule change between the Commission and any person, other
than those that may be withheld from the public in accordance with the
provisions of 5 U.S.C. 552, will be available for Web site viewing and
printing in the Commission's Public Reference Room, 100 F Street NE.,
Washington, DC 20549 on official business days between the hours of
10:00 a.m. and 3:00 p.m. Copies of the filing also will be available
for inspection and copying at the principal office of the MSRB. 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-MSRB-2015-06 and should be
submitted on or before August 31, 2015.

    For the Commission, pursuant to delegated authority.\9\
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    \9\ 17 CFR 200.30-3(a)(12).
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Robert W. Errett,
Deputy Secretary.
[FR Doc. 2015-19539 Filed 8-7-15; 8:45 am]
 BILLING CODE 8011-01-P


[Federal Register Volume 78, Number 70 (Thursday, April 11, 2013)]
[Rules and Regulations]
[Pages 21537-21539]
[FR Doc No: 2013-08259]

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ENVIRONMENTAL PROTECTION AGENCY

40 CFR Part 52

[EPA-R09-OAR-2013-0103; FRL-9794-4]

Revisions to the California State Implementation Plan, Santa
Barbara and San Diego County Air Pollution Control Districts

AGENCY: Environmental Protection Agency (EPA).

ACTION: Direct final rule.

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SUMMARY: EPA is taking direct final action to approve revisions to the
Santa Barbara County Air Pollution Control District (SBCAPCD) and San
Diego County Air Pollution Control District (SDCAPCD) portions of the
California State Implementation Plan (SIP). These revisions concern
volatile organic compound (VOC) emissions from surface coating of
aerospace vehicles and components and from wood products coating
operations. We are approving local rules that regulate these emission
sources under the Clean Air Act as amended in 1990 (CAA or the Act).

DATES: This rule is effective on June 10, 2013 without further notice,
unless EPA receives adverse comments by May 13, 2013. If we receive
such comments, we will publish a timely withdrawal in the Federal
Register to notify the public

that this direct final rule will not take effect.

ADDRESSES: Submit comments, identified by docket number EPA-R09-OAR-
2013-0103, by one of the following methods:
    1. Federal eRulemaking Portal: www.regulations.gov. Follow the on-
line instructions.
    2. Email<EMAIL_ADDRESS>    3. Mail or deliver: Andrew Steckel (Air-4), U.S. Environmental
Protection Agency Region IX, 75 Hawthorne Street, San Francisco, CA
94105-3901.
    Instructions: All comments will be included in the public docket
without change and may be made available online at www.regulations.gov,
including any personal information provided, unless the comment
includes Confidential Business Information (CBI) or other information
whose disclosure is restricted by statute. Information that you
consider CBI or otherwise protected should be clearly identified as
such and should not be submitted through www.regulations.gov or email.
www.regulations.gov is an ``anonymous access'' system, and EPA will not
know your identity or contact information unless you provide it in the
body of your comment. If you send email directly to EPA, your email
address will be automatically captured and included as part of the
public comment. If EPA cannot read your comment due to technical
difficulties and cannot contact you for clarification, EPA may not be
able to consider your comment. Electronic files should avoid the use of
special characters, any form of encryption, and be free of any defects
or viruses.
    Docket: Generally, documents in the docket for this action are
available electronically at www.regulations.gov and in hard copy at EPA
Region IX, 75 Hawthorne Street, San Francisco, California. While all
documents in the docket are listed at www.regulations.gov, some
information may be publicly available only at the hard copy location
(e.g., copyrighted material, large maps), and some may not be publicly
available in either location (e.g., CBI). To inspect the hard copy
materials, please schedule an appointment during normal business hours
with the contact listed in the FOR FURTHER INFORMATION CONTACT section.

FOR FURTHER INFORMATION CONTACT: Adrianne Borgia, EPA Region IX, (415)
972-3576<EMAIL_ADDRESS>
Table of Contents

I. The State's Submittal
    A. What rules did the State submit?
    B. Are there other versions of these rules?
    C. What is the purpose of the submitted rules?
II. EPA's Evaluation and Action
    A. How is EPA evaluating the rules?
    B. Do the rules meet the evaluation criteria?
    C. EPA Recommendations To Further Improve the Rules
    D. Public Comment and Final Action
III. Statutory and Executive Order Reviews

I. The State's Submittal

A. What rules did the State submit?

    Table 1 lists the rules we are approving with the dates that they
were adopted by the local air agencies and submitted by the California
Air Resources Board (CARB).

                                            Table 1--Submitted Rules
----------------------------------------------------------------------------------------------------------------
          Local agency               Rule No.             Rule title                Revised          Submitted
----------------------------------------------------------------------------------------------------------------
SBCAPCD.........................             337  Surface Coating of                     6/21/12        09/21/12
                                                   Aerospace Vehicles and
                                                   Components.
----------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------
                                                                                Adopted and
          Local agency               Rule No.             Rule title               effective         Submitted
----------------------------------------------------------------------------------------------------------------
SDCAPCD.........................           67.11  Wood Products Coating         6/27/12, 6/27/13         9/21/12
                                                   Operations.
----------------------------------------------------------------------------------------------------------------

B. Are there other versions of these rules?

    We approved an earlier version of SBCAPCD Rule 337 into the SIP on
February 12, 1997 (61 FR 5288). There are no approved earlier versions
of SDCAPCD Rule 67.11.

C. What is the purpose of the submitted rules?

    VOCs help produce ground-level ozone and smog, which harm human
health and the environment. Section 110(a) of the CAA requires States
to submit regulations that control VOC emissions by limiting VOC
content in coatings and solvents. EPA's technical support documents
(TSDs) have more information about these rules.

II. EPA's Evaluation and Action

A. How is EPA evaluating the rules?

    Generally, SIP rules must be enforceable (see section 110(a) of the
Act), and must not relax existing requirements (see sections 110(1) and
193). In addition, SIP rules must implement Reasonably Available
Control Measures (RACM), including Reasonably Available Control
Technology (RACT), in moderate and above ozone nonattainment areas.
Guidance and policy documents that we use to evaluate enforceability
and RACT requirements consistently include the following:

1. ``Issues Relating to VOC Regulation Cutpoints, Deficiencies, and
Deviations'' EPA, May 25, 1988 (the Bluebook),
2. ``Guidance Document for Correcting Common VOC & Other Rule
Deficiencies'' EPA, Region 9, August 21, 2001 (the Little Bluebook),
3. ``Control Techniques Guidelines for Control of Volatile Organic
Compound Emissions from Coating Operations at Aerospace
Manufacturing and Rework Operations'' EPA, December 1977(EPA-453/R-
97-004),
4. ``Control Techniques Guidelines for Control of Volatile Organic
Emissions from Solvent Metal Cleaning'' EPA, November 1977 (EPA-450/
2-77-022),
5. ``Control Techniques Guidelines for Control of Volatile Organic
Compound Emissions from Wood Furniture Manufacturing Operations,''
EPA, April 1996 (EPA-453/R-96-007), and
6. ``Control Techniques Guidelines for Control of Volatile Organic
Compound Emissions from Industrial Cleaning Solvents,'' EPA,
September 2006 (EPA-453/R-06-001)

B. Do the rules meet the evaluation criteria?

    We believe these rules are consistent with the relevant policy and
guidance regarding enforceability, RACT and SIP relaxations. The TSDs
have more information on our evaluation.

C. EPA Recommendations To Further Improve the Rules

    The TSDs describe additional rule revisions that we recommend for
the next time the local agency modifies the rules.

D. Public Comment and Final Action

    As authorized in section 110(k)(3) of the Act, EPA is fully
approving the submitted rules because we believe they fulfill all
relevant requirements. We do not think anyone will object to this
approval, so we are finalizing it without proposing it in advance.
However, in the Proposed Rules section of this Federal Register, we are
simultaneously proposing approval of the same submitted rules. If we
receive adverse comments by May 13, 2013, we will publish a timely
withdrawal in the Federal Register to notify the public that the direct
final approval will not take effect and we will address the comments in
a subsequent final action based on the proposal. If we do not receive
timely adverse comments, the direct final approval will be effective
without further notice on June 10, 2013. This will incorporate these
rules into the federally enforceable SIP.
    Please note that if EPA receives adverse comment on an amendment,
paragraph, or section of this rule and if that provision may be severed
from the remainder of the rule, EPA may adopt as final those provisions
of the rule that are not the subject of an adverse comment.

III. Statutory and Executive Order Reviews

    Under the Clean Air Act, the Administrator is required to approve a
SIP submission that complies with the provisions of the Act and
applicable Federal regulations. 42 U.S.C. 7410(k); 40 CFR 52.02(a).
Thus, in reviewing SIP submissions, EPA's role is to approve State
choices, provided that they meet the criteria of the Clean Air Act.
Accordingly, this action merely approves State law as meeting Federal
requirements and does not impose additional requirements beyond those
imposed by State law. For that reason, this action:
     Is not a ``significant regulatory action'' subject to
review by the Office of Management and Budget under Executive Order
12866 (58 FR 51735, October 4, 1993);
     does not impose an information collection burden under the
provisions of the Paperwork Reduction Act (44 U.S.C. 3501 et seq.);
     is certified as not having a significant economic impact
on a substantial number of small entities under the Regulatory
Flexibility Act (5 U.S.C. 601 et seq.);
     does not contain any unfunded mandate or significantly or
uniquely affect small governments, as described in the Unfunded
Mandates Reform Act of 1995 (Pub. L. 104-4);
     does not have Federalism implications as specified in
Executive Order 13132 (64 FR 43255, August 10, 1999);
     is not an economically significant regulatory action based
on health or safety risks subject to Executive Order 13045 (62 FR
19885, April 23, 1997);
     is not a significant regulatory action subject to
Executive Order 13211 (66 FR 28355, May 22, 2001);
     is not subject to requirements of Section 12(d) of the
National Technology Transfer and Advancement Act of 1995 (15 U.S.C. 272
note) because application of those requirements would be inconsistent
with the Clean Air Act; and
     does not provide EPA with the discretionary authority to
address disproportionate human health or environmental effects with
practical, appropriate, and legally permissible methods under Executive
Order 12898 (59 FR 7629, February 16, 1994).
    In addition, this rule does not have tribal implications as
specified by Executive Order 13175 (65 FR 67249, November 9, 2000),
because the SIP is not approved to apply in Indian country located in
the State, and EPA notes that it will not impose substantial direct
costs on tribal governments or preempt tribal law.
    The Congressional Review Act, 5 U.S.C. 801 et seq., as added by the
Small Business Regulatory Enforcement Fairness Act of 1996, generally
provides that before a rule may take effect, the agency promulgating
the rule must submit a rule report, which includes a copy of the rule,
to each House of the Congress and to the Comptroller General of the
United States. EPA will submit a report containing this action and
other required information to the U.S. Senate, the U.S. House of
Representatives, and the Comptroller General of the United States prior
to publication of the rule in the Federal Register. A major rule cannot
take effect until 60 days after it is published in the Federal
Register. This action is not a ``major rule'' as defined by 5 U.S.C.
804(2).
    Under section 307(b)(1) of the Clean Air Act, petitions for
judicial review of this action must be filed in the United States Court
of Appeals for the appropriate circuit by June 10, 2013. Filing a
petition for reconsideration by the Administrator of this final rule
does not affect the finality of this action for the purposes of
judicial review nor does it extend the time within which a petition for
judicial review may be filed, and shall not postpone the effectiveness
of such rule or action. Parties with objections to this direct final
rule are encouraged to file a comment in response to the parallel
notice of proposed rulemaking for this action published in the Proposed
Rules section of today's Federal Register, rather than file an
immediate petition for judicial review of this direct final rule, so
that EPA can withdraw this direct final rule and address the comment in
the proposed rulemaking. This action may not be challenged later in
proceedings to enforce its requirements (see section 307(b)(2)).

List of Subjects in 40 CFR Part 52

    Environmental protection, Air pollution control, Incorporation by
reference, Intergovernmental relations, Reporting and recordkeeping
requirements, Volatile organic compounds.

    Dated: March 13, 2013.
Jared Blumenfeld,
Regional Administrator, Region IX.
    Part 52, Chapter I, Title 40 of the Code of Federal Regulations is
amended as follows:

PART 52--APPROVAL AND PROMULGATION OF IMPLEMENTATION PLANS

0
1. The authority citation for part 52 continues to read as follows:

    Authority: 42 U.S.C. 7401 et seq.

0
2. Section 52.220 is amended by adding paragraphs (c)(214)(i)(C)(3) and
(c)(307)(i)(C)(3) to read as follows:

Sec.  52.220  Identification of plan.

* * * * *
    (c) * * *
    (214) * * *
    (i) * * *
    (C) * * *
    (3) Rule 337, ``Surface Coating of Aerospace Vehicles and
Components,'' revised on June 21, 2012.
* * * * *
    (307) * * *
    (i) * * *
    (C) * * *
    (3) Rule 67.11, ``Wood Products Coating Operations,'' adopted on
June 27, 2012 and effective on June 27, 2013.
* * * * *
[FR Doc. 2013-08259 Filed 4-10-13; 8:45 am]
BILLING CODE 6560-50-P


[Federal Register Volume 80, Number 97 (Wednesday, May 20, 2015)]
[Notices]
[Pages 29109-29114]
[FR Doc No: 2015-12144]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-74964; File No. SR-C2-2015-010]

Self-Regulatory Organizations; C2 Options Exchange, Incorporated;
Notice of Filing and Immediate Effectiveness of a Proposed Rule Change
Regarding Limitation of Liability

May 14, 2015.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(the ``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given
that on May 5, 2015, C2 Options Exchange, Incorporated (the
``Exchange'' or ``C2'') filed with the Securities and Exchange
Commission (the ``Commission'') the proposed rule change as described
in Items I and II below, which Items have been prepared by the
Exchange. The Commission is publishing this notice to solicit comments
on the proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

    The Exchange proposes to amend its Rule 6.42 governing Exchange
liability and payments to Permit Holders \3\ in connection with certain
types of losses that Permit Holders may allege arose out of the
business conducted on or through the Exchange or in connection with the
use of the Exchange's facilities. The Exchange also proposes conforming
changes to Rules 2.2 and 6.44. The text of the proposed rule change is
available on the Exchange's Web site (http://www.cboe.com/AboutCBOE/CBOELegalRegulatoryHome.aspx), at the Exchange's Office of the
Secretary, and at the Commission's Public Reference Room.
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    \3\ Permit Holders are also referred to in the Exchange Rules
and herein this rule change filing as ``Participants.'' See e.g.,
the Rule 1.1 definition of ``Participant.''
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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 Exchange 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. The Exchange 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, the Proposed Rule Change

1. Purpose
    C2 proposes to amend Rule 6.42 to eliminate any implication of
liability with respect to the Exchange and its subsidiaries or
affiliates, or any of their directors, officers, committee members,
other officials, employees, contractors, or agents, (including the
Exchange, collectively, ``Covered Persons'') for losses arising out of
the use or enjoyment of Exchange facilities. The proposed rule change
is consistent with and supplements existing law, and would ensure that
self-regulatory organizations (``SROs'') can operate within the sphere
of their regulatory duties without fear of endless, costly litigation
and potential catastrophic loss.\4\ As discussed below, the proposed
rule change is also consistent with the rules of other exchanges
limiting exchange liability (see, e.g., EDGA Exchange, Inc. (``EDGA'')
Rule 11.14 BOX Options Exchange, LLC (``BOX'') Rule 7230, International
Securities Exchange, LLC (``ISE'') Rule 705, and New York Stock
Exchange LLC (``NYSE'') Rule 18).
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    \4\ Courts have recognized the importance of protecting
exchanges from such loss in deciding that SROs must be absolutely
immune from civil actions for losses arising out of the SRO
function. See Dexter v. Depository Trust & Clearing Corp., 406 F.
Supp. 2d 260, 263 (S.D.N.Y. 2005) (absolute immunity possessed by
SROs ``is an integral part of the American system of self-
regulation''), aff'd 219 F. App'x 91 (2d Cir. 2007). Without such
protection, an SRO's ``exercise of its quasi-governmental functions
would be unduly hampered by disruptive and recriminatory lawsuits.''
D'Alessio v. NYSE, 258 F.3d 93, 105 (2d Cir. 2001). It is critical
that SROs, which stand in the shoes of the SEC in performing their
quasi-governmental regulatory function, be free from ``the fear of
burdensome damage suits that would inhibit the exercise of their
independent judgment.'' Dexter, 406 F.Supp. 2d at 263.
---------------------------------------------------------------------------

    Under C2's proposal, although the Exchange would not be liable for
losses, it would have the discretion to compensate Permit Holders for
losses alleged to have resulted from the Exchange's failure to
correctly process an order or quote due to the acts or omissions of the
Exchange or due to the failure of its systems or facilities (each, a
``Loss Event''), up to specified limits. The proposed rule change would
also establish timeframes within which Permit Holders would be required
to bring requests for compensation (and provide supporting
documentation), provide factors the Exchange may consider in
determining whether to provide compensation in response to such
requests, and establish that the Exchange's determinations on
compensation are final and not appealable. The proposed rule change
would also provide that claims arising under a previous version of Rule
6.42 for losses occurring more than one year prior to July 1, 2015 (the
``Effective Date'') would not be considered valid, and that claims for
any losses occurring prior to the Effective Date must be brought within
one month of the Effective Date to be considered valid. Specific
changes to Exchange Rules are discussed below.
Proposed Amendment to Rule Title
    The proposed rule change would change the title of Rule 6.42 from
``Exchange Liability'' to ``Exchange Liability Disclaimers and
Limitations.'' The proposed amendment to the Rule title would clarify
that the Rule does not impose liability on the Exchange, but

rather disclaims Exchange liability for any losses that arise out of
the use or enjoyment of the facilities afforded by the Exchange, any
interruption in or failure or unavailability of any such facilities, or
any action taken or omitted to be taken in respect to the business of
the Exchange, the calculation or dissemination of specified values, or
quotes or transaction reports for options or other securities (the
``General Disclaimer'').
Proposed Amendments to Scope of General Disclaimer
    Proposed amendments to Rule 6.42(a) would clarify that
``contractors'' are included within the term ``Covered Persons,'' and
are therefore included within the General Disclaimer. This proposed
change is needed because the Exchange at times contracts with outside
firms to provide products and services to the Exchange for use by
Permit Holders in connection with regulated business conducted on or
through the Exchange and that arise out of the use or enjoyment of the
facilities afforded by the Exchange and/or the calculation or
dissemination of specified values, or quotes or transaction reports for
options or other securities. C2 notes that this proposed rule change is
consistent with the exclusion from liability for contractors found in
EDGA Rule 11.14, BOX Rule 7230 and ISE Rule 705. Proposed amendments to
Rule 6.42(a) would also clarify that ``other officials'' of the
Exchange or ``any subsidiaries or affiliates of the Exchange'' are
included within the term ``Covered Persons,'' and are therefore
included within the General Disclaimer. We note that this proposed rule
change to include other officials and subsidiaries is consistent with
the existing provisions of Rule 6.44.\5\ The term ``Covered Persons''
would also include such subsidiaries' and affiliates' directors,
officers, committee members, other officials, employees, contractors,
or agents.
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    \5\ Exchange Rule 6.44 currently limits the rights of any
Participant or any person associated with a Participant to institute
a lawsuit or other legal proceeding against the Exchange or any
director, officer, employee, agent or contractor or other official
of the Exchange or any subsidiary of the Exchange for any actions
taken or omitted to be taken in connection with the official
business of the Exchange or any subsidiary, except to the extent
such actions or omissions constitute violations of the federal
securities laws for which a private right of action exist. The rule
also permits appeals of Exchange disciplinary actions as provided in
Exchange Rule. Proposed amendments to Rule 6.44 (discussed below)
would clarify that this limitation applies to committee members and
affiliates of the Exchange.
---------------------------------------------------------------------------

    The proposed rule change would also clarify that implicit in the
General Disclaimer is the Exchange's disclaimer of any warranties,
express or implied, with respect to the use or enjoyment of facilities
afforded by the Exchange, including without limitation, of any data
provided by the Exchange. The current language of the rule states that
the Exchange does not warrant ``the use of any data transmitted or
disseminated by or on behalf of the Exchange or any reporting authority
designated by the Exchange, including but not limited to reports of
transactions in or quotations for securities traded on the Exchange or
underlying securities, or reports of interest rate measures or index
values or related data.'' Under the proposed rule change, the Exchange
would make explicit that the General Disclaimer is intended to contain
within it a disclaimer of any warranties as to the use or enjoyment of
the facilities offered by the Exchange. The proposed rule change would
thereby clarify that such use or enjoyment of Exchange facilities by
Permit Holders is provided ``as is,'' without specific warranties of
merchantability or of fitness for a particular purpose. For the
avoidance of doubt, the explicit list of the types of data for which
the Exchange disclaims any warranties would also include, without
limitation, ``any current or closing index value, any current or
closing value of interest rate options, or any report of transactions
in or quotations for options or other securities, including underlying
securities.'' \6\
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    \6\ The Exchange also proposes to replace the phrase
``facilities or services'' with simply ``facilities'' in two
locations within the existing text of Rule 6.42(a). The Exchange
believes use of the term ``services'' is duplicative of the term
``facilities'' and is therefore unnecessary.
---------------------------------------------------------------------------

    The proposed rule change would also clarify that all limitations on
liability and disclaimers within paragraph (a) of Rule 6.42 are in
addition to, and not in limitation of, any limitations on liability
otherwise existing under law. This proposed rule change is intended to
ensure that the protection of Rule 6.42 does not circumscribe
protections that otherwise would exist under the principles of law.\7\
This and other limitations on liability operate independently from, and
in addition to, both the current and proposed amended versions of Rule
6.42 and C2's other rules.
---------------------------------------------------------------------------

    \7\ For example, as C2 is organized under Delaware law, the
principals of Delaware law also apply.
---------------------------------------------------------------------------

Proposed Limits on Discretionary Payments for Alleged Losses
    Currently, Rule 6.42(b) provides that whenever custody of an
unexecuted order is transmitted by a Permit Holder to or through the
Exchange's System or to any other automated facility of the Exchange
whereby the Exchange assumes responsibility for the transmission or
execution of the order, and provided that the Exchange has acknowledged
receipt of such order, the Exchange's liability for the negligent acts
or omissions of its employees or for the failure of its systems or
facilities shall not exceed certain limits set forth in Rule 6.42(b).
The Exchange first proposes to provide that Rule 6.42(b) applies to
quotes as well as unexecuted orders. Additionally, the Exchange
proposes to eliminate the word ``automated'' from ``automated facility
of the Exchange'', as not all facilities of the Exchange may be
considered automated and the Exchange did not intend to restrict the
scope of rule as such. The Exchange also seeks to amend Rule 6.42(b) to
explicitly provide that, although the Exchange would not be liable with
respect to regulated Exchange business for losses that arise out of the
use or enjoyment of the facilities afforded by the Exchange and/or the
calculation or dissemination of specified values, or quotes or
transaction reports for options or other securities, as provided in
Rule 6.42(a),\8\

the Exchange may make discretionary payments to Permit Holders for
certain losses alleged to have occurred due to Loss Events.
Specifically, the proposed rule change would permit the Exchange to
make discretionary payments to Permit Holders for their losses alleged
to have resulted from Loss Events up to the following limits. As to any
one or more requests for compensation made by a single Permit Holder
that arose out of one or more Loss Events occurring on a single trading
day, the Exchange could compensate the Permit Holder up to but not
exceeding the larger of $100,000 or the amount of any recovery obtained
by the Exchange under applicable insurance maintained by the Exchange.
As to the aggregate of all requests for compensation made by all Permit
Holders that arose out of one or more Loss Events occurring: (i) On a
single trading day, the Exchange could compensate the Permit Holders,
in the aggregate, up to but not exceeding the larger of $250,000 or the
amount of recovery obtained by the Exchange under any applicable
insurance policy; and (ii) during a single calendar month, the Exchange
could compensate the Permit Holders, in the aggregate, up to but not
exceeding the larger of $500,000 or the amount of the recovery obtained
by the Exchange under any applicable insurance maintained by the
Exchange. The proposed rule change would also state that no request for
compensation by a Permit Holder may be in an amount less than $100.
Losses incurred on the same trading day and arising out of the same
underlying act or omission of the Exchange or failure of the Exchange's
systems or facilities may be aggregated to meet the $100 minimum.\9\
This is intended as a de minimis threshold to avoid requiring the
Exchange to devote the resources to considering relatively small
requests for payment. The proposed rule change also would state that
nothing in Rule 6.42 would obligate the Exchange to seek recovery under
any applicable insurance policy. The proposed changes to Rule 6.42(b)
would therefore, consistent with Rule 6.42(a), permit the Exchange to
make discretionary payments to Permit Holders to compensate them for
such losses, up to specified limits, even though the Exchange would not
be legally liable to pay for such losses.
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    \8\ Specifically, Rule 6.42(a), as proposed to be amended, would
provide as follows:
    Neither the Exchange nor any of its directors, officers,
committee members, other officials, employees, contractors, or
agents, nor any subsidiaries or affiliates of the Exchange or any of
their directors, officers, committee members, other officials,
employees, contractors, or agents (``Covered Persons'') shall be
liable to Participants or to persons associated therewith for any
loss, expense, damages or claims that arise out of the use or
enjoyment of the facilities afforded by the Exchange, any
interruption in or failure or unavailability of any such facilities,
or any action taken or omitted to be taken in respect to the
business of the Exchange except to the extent such loss, expense,
damages or claims are attributable to the willful misconduct, gross
negligence, bad faith or fraudulent or criminal acts of the Exchange
or its officers, employees or agents acting within the scope of
their authority. Without limiting the generality of the foregoing,
and subject to the same exception, no Covered Person shall have any
liability to any person or entity for any loss, expense, damages or
claims that result from any error, omission or delay in calculating
or disseminating any current or closing index value, any current or
closing value of interest rate options, or any reports of
transactions in or quotations for options or other securities,
including underlying securities. The Exchange makes no warranty,
express or implied, as to results to be obtained by any person or
entity from the use or enjoyment of the facilities afforded by the
Exchange, including without limitation, of any data transmitted or
disseminated by or on behalf of the Exchange or any reporting
authority designated by the Exchange, including but not limited to
any data described in the preceding sentence, and the Exchange makes
no express or implied warranties of merchantability or fitness for a
particular purpose or use with respect to any such data. The
foregoing limitations of liability and disclaimers shall be in
addition to, and not in limitation of, the provisions of Article
Eighth of the Exchange's Certificate of Incorporation or any
limitations otherwise available under law.
    \9\ For example, if a Permit Holder incurs a loss of $30 on one
day due to a certain glitch in the Exchange's systems and a loss of
$75 on the same day due to a separate unrelated glitch in the
Exchange's systems, the Permit Holder could not request compensation
for either loss. However, if for example, the Permit Holder incurs a
loss of $105 on one day due to a certain glitch in the Exchange's
system, the Permit Holder may request compensation. In this second
example, the Permit Holder may request compensation even if such
losses were incurred over a number of different transactions so long
as it was the result of the same systems issue.
---------------------------------------------------------------------------

Timeframes Within Which To Notify Exchange and Submit Requests
    Proposed new Rule 6.42(c) would establish timeframes within which a
valid request for compensation must be brought under the Rule. Under
the proposed rule change, notice of all requests would be required to
be in writing and to be submitted to the Exchange no later than 12:00
p.m. Central Time on the next business day following the Loss Event
giving rise to such request. All requests would be required to be in
writing and to be submitted, along with supporting documentation, by
5:00 p.m. Central Time on the third business day following the Loss
Event giving rise to each such request.\10\ Additional information
related to the request as demanded by the Exchange is also required to
be provided. The proposed rule change would also specify that the
Exchange would not consider requests for which timely notice and
submission had not been provided as required under amended Rule
6.42(c).
---------------------------------------------------------------------------

    \10\ Other exchanges have similar submission requirements. See,
e.g., NYSE Rule 18--Compensation in Relation to Exchange System
Failure, which provides in relevant part that NYSE members provide
oral notice to NYSE's Division of Floor Operations by the market
opening on the next business day following the system failure and
written notice by the end of the third business day following the
system failure (T+3). See also, ISE Rule 705(d)(3)--Limitation of
Liability, which provides that all claims for compensation must be
made in writing and submitted no later than the opening of trading
on the next business day following the event that gave rise to such
claim.
---------------------------------------------------------------------------

    The proposed provisions of new Rule 6.42(c) would benefit Permit
Holders by providing them with clear timeframes within which to submit
notices of requests, requests for compensation, and supporting
documentation. The proposed changes would also provide the Exchange
with certainty as to the deadlines by which notices of requests and
completed requests would be required to be submitted in order for the
Exchange to consider them for compensation under Rule 6.42.
Exchange Treatment of Aggregate Requests Exceeding Maximum Amount
Permitted To Be Paid
    Currently, Rule 6.42(c) provides that if all of the claims cannot
be fully satisfied because in the aggregate they exceed the applicable
maximum amount of liability provided in paragraph (b) [of Rule 6.42]
[sic], then such maximum amount would be allocated among all such
claims arising on a single trading day or during a single calendar
month, as applicable, written notice of which has been given to the
Exchange no later than the opening of trading on the next business day
following the day on which the use or enjoyment of Exchange facilities
giving rise to the claim occurred, based upon the proportion that each
claim bears to the sum of all such claims. The Exchange proposes to
amend existing Rule 6.42(c), which would be renumbered to Rule 6.42(d),
to state that, ``if all of the timely requests submitted pursuant to
paragraph (c) [of Rule 6.42] that are granted cannot be fully satisfied
because in the aggregate they exceed the applicable maximum amount of
payments authorized in paragraph (b) [of Rule 6.42], then such maximum
amount shall be allocated among all such requests arising on a single
trading day or during a single calendar month, as applicable, based
upon the proportion that each such request bears to the sum of all such
requests.'' The Exchange notes that it is proposing to replace the term
``claim'' with the term ``request'', as well as replace the reference
to ``liability'' with ``payments authorized'' to eliminate any
implication of liability with respect to the Exchange and other Covered
Person resulting from the use or enjoyment of the facilities offered by
the Exchange, any interruption in or failure or unavailability or any
such facilities, or any action taken or omitted to be taken in respect
of the business of the Exchange.
    Additionally, the Exchange notes that proposed Rule 6.42(d) would
continue to provide a fair way of allocating the limited payment that
the rule would permit the Exchange to make when the total amount of
eligible requests exceed that maximum amount. The proposal would also
revise the timeframe in which requests for payment must be made by a
Permit Holder.
Exchange Review of Timely Requests
    Proposed new Rule 6.42(e) would provide that the Exchange, in
determining whether to make payment in response to a request for
compensation, may determine whether the amount requested should be
reduced based on the actions or inactions of the requesting Permit
Holder. The proposed rule change would permit the Exchange to consider,
without limitation, whether the actions or inactions of the Permit
Holder contributed to the Loss Event; whether the Permit Holder made
appropriate efforts to mitigate its loss; whether the Permit Holder
realized any gains as a result of a Loss Event; whether the

losses of the Permit Holder, if any, were offset by hedges of positions
either on the Exchange or on another affiliated or unaffiliated market;
and whether the Permit Holder provided sufficient information to
document the request and as demanded by the Exchange. Proposed Rule
6.42(e) would therefore provide reasonable factors that the Exchange
may consider in determining whether to pay compensation in response to
a request and in determining the amount of any such compensation.\11\
---------------------------------------------------------------------------

    \11\ Another exchange considered similar factors in determining
whether to pay compensation and in determining the amount of any
such compensation. See, NYSE Rule 18, which provides in relevant
part that the NYSE Compensation Review Panel in its review will
determine whether the amount should be reduced based on the actions
or inactions of the member organization, including whether the
member organization made appropriate efforts to mitigate its loss.
---------------------------------------------------------------------------

    The Exchange represents that the determination to compensate a
Permit Holder will be made on an equitable and non-discriminatory basis
and without regard to the Exchange capacity of the Permit Holder, such
as whether the Permit Holder is a Designated Primary Market-Maker.
Additionally, the Exchange represents that the Exchange will maintain a
record of Permit Holder requests including documentation detailing the
Exchange's findings and details for approving or denying requests in
accordance with its obligations under Section 17 of the Act.
Finality of Exchange Determinations Under Rule
    Proposed new Rule 6.42(f) would provide that all determinations by
the Exchange pursuant to Rule 6.42 shall be final and not subject to
appeal under Chapter XIX of the Exchange Rules.\12\ The proposed rule
would also provide that nothing in Rule 6.42, nor any payment made
pursuant to Rule 6.42, shall in any way limit, waive, or proscribe any
defenses a Covered Person may have to any claim, demand, liability,
action or cause of action, whether such defense arises in law or
equity, or whether such defense is asserted in a judicial,
administrative, or other proceeding.\13\ These proposed changes are
consistent with the discretionary nature of any payments that would be
made under proposed Rule 6.42(b).
---------------------------------------------------------------------------

    \12\ The Exchange notes that another exchange has a similar
provision indicating that all determinations are final. See, NYSE
Rule 18, which provides in relevant part that all determinations
made pursuant to NYSE Rule 18 by NYSE's Compensation Review Panel,
CEO or his or her designee are final.
    \13\ Another exchange has a similar provision. See e.g., NASDAQ
Stock Market LLC (``Nasdaq'') Rule 4626(b)(6), which provides that
nothing in its Limitation of Liability rule shall waive Nasdaq's
limitations on, or immunities from, liability as set forth in its
Rules or agreements, or that otherwise apply as a matter of law.
---------------------------------------------------------------------------

Treatment of Losses Occurring Prior to Effective Date of Rule
    Proposed new paragraph 6.42(g) would establish July 1, 2105, as the
Effective Date of revised Rule 6.42. Under proposed paragraph 6.42(g),
claims for liability under prior versions of Rule 6.42 would not be
considered valid if brought with respect to any acts, omissions or
transactions occurring more than one year prior to the Effective Date,
or if brought more than one month after the Effective Date. Proposed
Rule 6.42(g) would thereby provide certainty to the Exchange as to any
expense it might incur due to losses arising due to Loss Events that
occurred prior to the Effective Date of the proposed rule change, while
also putting Permit Holders on notice that they must file any claims
for such losses by a date certain.
Deletion of Existing Interpretation Under Rule 6.42
    The proposed rule change would delete existing interpretation .01
under Rule 6.42. Interpretation .01 disclaims The Options Clearing
Corporation liability to Permit Holders and their associated persons
with respect to their use, non-use or inability to use the linkage that
was part of the old Options Intermarket Linkage Plan (the ``Old
Linkage''). Because the Old Linkage is no longer operable,
interpretation .01 is no longer necessary.\14\
---------------------------------------------------------------------------

    \14\ The old Options Intermarket Linkage Plan was replaced by
the Options Order Protection and Locked/Crossed Markets Plan in
2009. See Securities Exchange Act Release No. 60405 (July 30, 2009),
74 FR 39362 (August 6, 2009).
---------------------------------------------------------------------------

Conforming Changes to Other Rules
    The proposed rule change would make conforming changes to Exchange
Rules 2.2 and 6.44. Rule 2.2 requires a Permit Holder who fails to
prevail in lawsuit or other legal proceeding instituted against the
Exchange or certain related parties to pay for the Exchange's
reasonable costs of defending such lawsuit or proceeding if those costs
exceed $50,000. Rule 6.44 limits the legal proceedings a Permit Holder
may bring against the Exchange and certain related persons for actions
or omissions.
    Under the proposed amendments to Rule 2.2, contractors would be
included within the list of related parties protected by that rule,
just as they would be included as Covered Persons under proposed Rule
6.42. As stated above, this proposed change is necessary because the
Exchange at times contracts with outside firms to provide products or
services to Permit Holders in connection with regulated business
conducted on or through the Exchange and that arise out of the use or
enjoyment of the facilities afforded by the Exchange and/or the
calculation or dissemination of specified values, or quotes or
transaction reports for options or other securities.
    In addition, under the proposed amendments to Rule 2.2, other
officials and contractors of the Exchange and any subsidiaries and
affiliates of the Exchange and any such subsidiaries' and affiliates'
directors, officers, committee members, other officials, employees,
contractors, or agents would be explicitly identified/included within
the list of related parties protected by the rule,\15\ just as they are
proposed to be specifically identified/included within the list of
Covered Persons under Rule 6.42. Committee members and affiliates of
the Exchange and any subsidiaries' and affiliates' directors, officers,
committee members, other officials, employees, contractors and agents
would also be explicitly identified/included within the list of related
parties under Rule 6.44.\16\ These changes are intended to conform the
text of the three rules and to include affiliates within all three
rules.\17\ Moreover, under the proposed amendments to Rule 6.44,
committee members would be explicitly identified/included within the
list of related parties protected by the rule, just as they are already
specifically identified/included within the list of Covered

Persons under existing Rule 6.42 and the similar provision in Rule 2.2.
This change is intended to conform the rule text of the three rules.
Finally, under the proposed amendments to Rule 6.44, the title to the
rule will be revised.\18\
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    \15\ Specifically, the phrase ``the Exchange or any of its
directors, officers, committee members, employees or agents'' is
proposed to be replaced with the phrase ``the Exchange or any of its
directors, officers, committee members, other officials, employees,
contractors, or agents, or any subsidiaries or affiliates of the
Exchange or any of their directors, officers, committee members,
other officials, employees, contractors, or agents'' in Rule 2.2.
    \16\ Specifically, the phrase ``the Exchange or any director,
officer, employee, contractor, agent or other official of the
Exchange or any subsidiary of the Exchange'' is proposed to be
replaced with the phrase ``the Exchange or any of its directors,
officers, committee members, other officials, employees,
contractors, or agents, or any subsidiaries or affiliates of the
Exchange or any of their directors, officers, committee members,
other officials, employees, contractors, or agents'' in Rule 6.44.
    \17\ The Commission notes C2's statement of the purpose of its
proposed rule change is to eliminate any implication of liability
for losses arising out of the use or enjoyment of Exchange
facilities consistent with existing law where courts have recognized
the importance of protecting exchanges from liability in the context
of matters arising out of the SRO function. See supra note 4 and
accompanying text.
    \18\ Specifically, the title ``Legal Proceedings Against the
Exchange and its Directors, Officers, Employees, Contractors or
Agents'' is proposed to be changed to simply ``Legal Proceedings
Against the Exchange.''
---------------------------------------------------------------------------

2. Statutory Basis
    The proposed rule change is consistent with Section 6(b) of the
Securities Exchange Act of 1934 (the ``Act'') \19\ in general and
furthers the objectives of Section 6(b)(5) of the Act \20\ in
particular, which requires that the rules of an exchange be designed to
promote just and equitable principles of trade, to remove impediments
to and to perfect the mechanism of a free and open market and a
national market system, and, in general, to protect investors and the
public interest. In particular, the proposal would amend Exchange Rule
6.42 to eliminate any implication of liability with respect to the
Exchange and other Covered Person resulting from the use or enjoyment
of the facilities offered by the Exchange, any interruption in or
failure or unavailability or any such facilities, or any action taken
or omitted to be taken in respect of the business of the Exchange. The
proposed rule change is consistent with and supplements existing law,
and would assist the Exchange in fulfilling its role as a national
securities exchange by avoiding the risk of tempering this critical
regulatory function to avoid the disruption and expense of unnecessary
litigation or potential catastrophic loss.
---------------------------------------------------------------------------

    \19\ 15 U.S.C. 78f(b).
    \20\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The proposal would also permit the Exchange to compensate Permit
Holders for their losses incurred due to a Loss Event, even though the
Exchange would not have legal liability for those losses. The proposed
rule change would therefore facilitate the ability of the Exchange to
make discretionary payments to redress a situation in which Permit
Holders suffer losses due to a Loss Event. As stated above, the
Exchange represents that the determination to compensate a Permit
Holder will be made on an equitable and non-discriminatory basis
without regard to the Exchange capacity of the Permit Holder, such as
whether the Permit Holder is a Designated Primary Market-Maker. The
Exchange therefore believes the proposed rule change is consistent with
the Act, and Section 6(b)(5) of the Act in particular, in that it is
designed to promote just and equitable principles of trade, to remove
impediments to and to perfect the mechanism of a free and open market
and a national market system, and, in general, to protect investors and
the public interest.
    The Exchange also believes these policies would promote fairness in
the national market system. The proposed rule change would allow C2 to
address Permit Holder requests for compensation under various
circumstances and would allow C2 to act in a fashion similar to many of
its competitors. As stated above, several exchanges have substantially
similar rules to those proposed here, and the Exchange believes that
the proposed rule change would place C2 in a similar position to
address Permit Holder requests.\21\ The Exchange believes that to the
extent there are any differences, such differences are not substantive
and are still consistent with the scope of prior self-regulatory
organization rulemaking.
---------------------------------------------------------------------------

    \21\ See BOX Rule 7230 and EDGA Rule 11.14; see also Nasdaq Rule
4626, ISE Rule 705, and BATS Exchange, Inc. Rule 11.16.
---------------------------------------------------------------------------

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

    The Exchange believes that this proposed rule change does not
impose any burden on competition that is not necessary or appropriate
in furtherance of the purposes of the Act. As stated above, the
Exchange believes that these policies would promote fairness in the
national market system. The proposed rule change would allow C2 to
address Permit Holder requests for compensation under various
circumstances and would allow C2 to act in a fashion similar to many of
its competitors. In addition, as stated above, several exchanges have
substantially similar rules to those proposed here, except as otherwise
noted, and the Exchange believes that the proposed rule change would
place C2 in a similar position to address Permit Holder requests.\22\
---------------------------------------------------------------------------

    \22\ Id.
---------------------------------------------------------------------------

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

    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 \23\ and Rule 19b-
4(f)(6) \24\ thereunder. 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 will
institute proceedings to determine whether the proposed rule change
should be approved or disapproved.
---------------------------------------------------------------------------

    \23\ 15 U.S.C. 78s(b)(3)(A).
    \24\ 17 CFR 240.19b-4(f)(6). As required under Rule 19b-
4(f)(6)(iii), the Exchange provided the Commission with written
notice of its intent to file the proposed rule change, along with a
brief description and the text of the proposed rule change, at least
five business days prior to the date of filing of the proposed rule
change, or such shorter time as designated by the Commission.
---------------------------------------------------------------------------

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-C2-2015-010 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-C2-2015-010. This file
number should be included on the subject line if email is used. To help
the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all
written statements with respect to the proposed rule change that are
filed with the Commission, and all written

communications relating to the proposed rule change between the
Commission and any person, other than those that may be withheld from
the public in accordance with the provisions of 5 U.S.C. 552, will be
available for Web site viewing and printing in the Commission's Public
Reference Room, 100 F Street NE., Washington, DC 20549 on official
business days between the hours of 10:00 a.m. and 3:00 p.m. Copies of
such filing also will be available for inspection and copying at the
principal office of the Exchange. All comments received will be posted
without change; the Commission does not edit personal identifying
information from submissions. You should submit only information that
you wish to make available publicly. All submissions should refer to
File Number SR-C2-2015-010, and should be submitted on or before June
10, 2015.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\25\
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    \25\ 17 CFR 200.30-3(a)(12).
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Robert W. Errett,
Deputy Secretary.
[FR Doc. 2015-12144 Filed 5-19-15; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register: January 15, 2009 (Volume 74, Number 10)]
[Notices]
[Page 2638]
[DOCID:fr15ja09-148]

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SECURITIES AND EXCHANGE COMMISSION

[File No. 500-1]

The JPM Company, and Tidalwave Holdings, Inc.; Order of
Suspension of Trading

January 13, 2009.
    It appears to the Securities and Exchange Commission that there is
a lack of current and accurate information concerning the securities of
The JPM Company because it has not filed any periodic reports since the
period ended June 30, 2001.
    It appears to the Securities and Exchange Commission that there is
a lack of current and accurate information concerning the securities of
Tidalwave Holdings, Inc. because it has not filed any periodic reports
since the period ended December 31, 2000.
    The Commission is of the opinion that the public interest and the
protection of investors require a suspension of trading in the
securities of the above-listed companies.
    Therefore, it is ordered, pursuant to Section 12(k) of the
Securities Exchange Act of 1934, that trading in the securities of the
above-listed companies is suspended for the period from 9:30 a.m. EST
on January 13, 2009, through 11:59 p.m. EST on January 27, 2009.

    By the Commission.
Elizabeth M. Murphy,
Secretary.
 [FR Doc. E9-904 Filed 1-13-09; 4:15 pm]

BILLING CODE 8011-01-P