[Federal Register Volume 80, Number 248 (Monday, December 28, 2015)]
[Notices]
[Pages 80857-80859]
[FR Doc No: 2015-32579]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. IC-31946; 811-8025]

Self Storage Group, Inc.; Notice of Application

December 21, 2015.

AGENCY:  Securities and Exchange Commission (``Commission'').

ACTION: Notice of application for deregistration under section 8(f) of
the Investment Company Act of 1940 (the ``Act'').

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Summary of Application:  Self Storage Group, Inc. requests an order
declaring that it has ceased to be an investment company.

Applicant:  Self Storage Group, Inc.

Filing Dates:  The application was filed on March 28, 2014, and amended
on September 19, 2014, and September 25, 2015.

Hearing or Notification of Hearing:  An order granting the request will
be issued unless the Commission orders a hearing. Interested persons
may request a hearing by writing to the Commission's Secretary and
serving applicant with a copy of the request, personally or by mail.
Hearing requests should be received by the Commission by 5:30 p.m. on
January 15, 2016, and should be accompanied by proof of service on
applicant, in the form of an affidavit or, for lawyers, a certificate
of service. Pursuant to rule 0-5 under the Act, hearing requests should
state the nature of the writer's interest, any facts bearing upon the
desirability of a hearing on the matter, 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: The Commission: Secretary, U.S. Securities and Exchange
Commission, 100 F Street NE., Washington, DC 20549-1090. Applicant: 11
Hanover Square, 12th Floor, New York, NY 10005.

FOR FURTHER INFORMATION CONTACT:  Christine Y. Greenlees, Senior
Counsel, at<PHONE_NUMBER>, or David P. Bartels, Branch Chief, at (202)
551-6821 (Division of Investment Management, Chief Counsel's Office).

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/search.htm or by calling<PHONE_NUMBER>.

Applicant's Representations

    1. From 1983 through 1996, applicant operated as a diversified
series of shares of Bull & Bear Incorporated, an open-end management
investment company. Applicant became separately incorporated under the
laws of the State of Maryland in December 1996 and registered under the
Act as a closed-end management investment company in January 1997.
Applicant, formerly known as Global Income Fund, Inc., changed its name
to Self Storage Group, Inc., effective November 2013.
    2. On February 29, 2012, applicant's stockholders approved a
proposal to change the nature of applicant's business so as to cease to
be an investment company and to become an operating company that would
own, operate, manage, acquire, develop and redevelop professionally
managed self storage facilities and would seek to qualify as a real
estate investment trust (``REIT'') for federal tax purposes (the
``Business Proposal'').\1\ Applicant states that, for this purpose,
``professionally managed self storage facility'' refers to a type of
real property that offers storage space rental, generally on a month-
to-month basis, for personal or business use. Applicant represents that
it manages and operates each of its self

storage facilities using its own personnel and does not intend to
retain third party management for any of its self storage facilities.
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    \1\ The Business Proposal permits applicant to invest in ``real
estate assets,'' which according to applicant the Internal Revenue
Code defines to include, in addition to real property, interests in
REITs, interests in mortgages on real property and other investments
in the real estate investment, service and related industries.
Applicant concedes that some or all of these additional types of
assets may be considered investment securities within the meaning of
section 3(a)(2) of the Act. However, applicant intends to invest
primarily in real property self storage facilities and represents
that it will limit its investments in other real estate assets to
avoid classification as an investment company under the Act.
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    3. Applicant states that, following stockholder approval, it has
taken steps to implement the Business Proposal. In particular, on June
15, 2012, applicant's board of directors (the ``Board'') approved the
termination of applicant's management contract with an outside
investment adviser and applicant became internally managed by its
officers and employees. In addition, applicant's management commenced
seeking acquisition opportunities in real property self storage
facilities. Applicant states that those efforts have resulted in its
assets being concentrated in several wholly owned subsidiaries, all of
which own and operate real property self storage facilities. Applicant
represents that none of these subsidiaries is an investment company as
defined in section 3(a) of the Act or is relying on the exception from
the definition of investment company in section 3(c)(1) or section
3(c)(7) of the Act.
    4. Applicant states that, as of December 31, 2014, and June 30,
2015, applicant's wholly owned subsidiaries represented approximately
81% and 82%, respectively, of its total assets measured at fair value
on an unconsolidated basis (exclusive of Government securities and cash
items), and each of applicant's wholly owned subsidiaries held at least
90% of its assets in direct investments in real property self storage
facilities. Applicant further states that, as of December 31, 2014, and
June 30, 2015, its holdings of investment securities (as defined in
section 3(a) of the Act) (``Investment Securities'') represented
approximately 9% and 10%, respectively, and cash items represented
approximately 10% and 9% of its total assets on an unconsolidated
basis.
    5. Applicant states that, for the six months ended June 30, 2015,
on a consolidated basis, it derived approximately 69% of its gross
income from its operation of self storage facilities, approximately 29%
from realized gains from divestment of its holdings of Investment
Securities, approximately 3% from dividends paid by its holdings of
Investment Securities, and less than 1% from its cash items.\2\
Applicant anticipates currently that, for fiscal 2015, on a
consolidated basis, it will derive approximately 75% of its gross
income from its operation of self storage facilities, approximately 23%
from realized gains from divestment of its holdings of Investment
Securities, approximately 2% from dividends paid by its holdings of
Investment Securities, and less than 1% from its cash items. In
addition, applicant states that, for the last four fiscal quarters
combined, no more than 45 percent of its consolidated net income after
taxes was derived from securities (other than securities issued by
companies (i) that are wholly owned by applicant, (ii) through which
applicant engages in a business other than that of investing,
reinvesting, owning, holding or trading in securities and (iii) that
are not investment companies).
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    \2\ Applicant states that none of its subsidiaries derives any
of its gross income from securities.
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    6. Applicant expects to continue to earn a majority of its gross
income from its self storage facility operations and expects its income
from Investment Securities and a time deposit to continue to decrease
as it continues to divest its holdings of Investment Securities.
    7. Applicant represents that, since stockholders approved the
Business Proposal, it has consistently represented to the public that
it is primarily engaged in the business of owning, operating, managing,
acquiring, developing, and redeveloping professionally managed self
storage facilities. In addition, applicant asserts that its president
and other officers spend substantially all of the time that they devote
to applicant's business on (a) overseeing and guiding the management of
its wholly owned subsidiaries' self storage facilities and (b)
conducting strategic review of applicant's lines of business in order
to determine if these units are appropriately structured to implement
applicant's objectives. Applicant states that its president and other
officers spend no time engaged in investing and reinvesting applicant's
assets in Investment Securities other than to continue to divest
applicant's holdings of Investment Securities. Likewise, applicant
asserts that its Board has shifted its focus from oversight of a
company engaged in the business of investing and reinvesting in
securities to oversight of a company engaged in the business of owning
and operating real property self storage facilities.
    8. Applicant states that it is not currently a party to any
litigation or administrative proceeding and has timely complied with
its obligations to file annual and other reports with the Commission.
    9. Applicant represents that, if the requested order is granted, it
will seek to list its common stock on NASDAQ and will be subject to the
reporting and other requirements of the Exchange Act.

Applicant's Legal Analysis

    1. Section 8(f) of the Act provides that whenever the Commission,
upon application or its own motion, finds that a registered investment
company has ceased to be an investment company, the Commission shall so
declare by order and upon the taking effect of such order, the
registration of such company shall cease to be in effect.
    2. Section 3(a)(1)(A) of the Act defines an ``investment company''
as any issuer that ``is or holds itself out as being engaged primarily,
or proposes to engage primarily, in the business of investing,
reinvesting, or trading in securities.'' Section 3(a)(1)(C) of the Act
defines an ``investment company'' as any issuer that ``is engaged or
proposes to engage in the business of investing, reinvesting, owning,
holding, or trading in securities, and owns or proposes to acquire
investment securities having a value exceeding 40 per centum of the
value of such issuer's total assets (exclusive of Government securities
and cash items) on an unconsolidated basis.'' \3\
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    \3\ Section 3(a)(2) of the Act defines ``investment securities''
as ``all securities except (A) Government securities, (B) securities
issued by employees' securities companies, and (C) securities issued
by majority-owned subsidiaries of the owner which (i) are not
investment companies, and (ii) are not relying on the exception from
the definition of investment company in paragraph (1) or (7) of
subsection (c).''
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    3. Section 3(b)(1) of the Act provides that ``[n]otwithstanding
paragraph (1)(C) of subsection (a), none of the following persons is an
investment company within the meaning of this title: (1) Any issuer
primarily engaged, directly or through a wholly owned subsidiary or
subsidiaries, in a business or businesses other than that of investing,
reinvesting, owning, holding, or trading in securities.'' Rule 3a-1
under the Act states that ``[n]otwithstanding section 3(a)(1)(C) of the
Act, an issuer will be deemed not to be an investment company under the
Act, provided, that: (a) no more than 45 percent of the value (as
defined in section 2(a)(41) of the Act) of such issuer's total assets
(exclusive of Government securities and cash items) consists of, and no
more than 45 percent of such issuer's net income after taxes (for the
last four fiscal quarters combined) is derived from, securities other
than: (1) Government securities; (2) securities issued by employees'
securities companies; (3) securities issued by majority-owned
subsidiaries of the issuer (other than subsidiaries relying on the
exclusion from the definition of investment company in section 3(b)(3)
or (c)(1) of the Act) which are not

investment companies; and (4) securities issued by companies: (i) which
are controlled primarily by such issuer; (ii) through which such issuer
engages in a business other than that of investing, reinvesting,
owning, holding or trading in securities; and (iii) which are not
investment companies; (b) the issuer is not an investment company as
defined in section 3(a)(1)(A) or 3(a)(1)(B) of the Act and is not a
special situation investment company; and (c) the percentages described
in paragraph (a) of this section are determined on an unconsolidated
basis, except that the issuer shall consolidate its financial
statements with the financial statements of any wholly-owned
subsidiaries.''
    4. Applicant states that it is no longer an investment company as
defined in section 3(a)(1)(A) or section 3(a)(1)(C). As noted above,
applicant states that, for the last four fiscal quarters combined, no
more than 45 percent of its consolidated net income after taxes was
derived from securities (other than securities issued by companies (i)
that are wholly owned by applicant, (ii) through which applicant
engages in a business other than that of investing, reinvesting,
owning, holding or trading in securities and (iii) that are not
investment companies). Applicant asserts that it is primarily engaged
in the business of owning, operating, managing, acquiring, developing,
and redeveloping professionally managed self storage facilities through
its wholly owned subsidiaries. Applicant argues that its historical
development, its public representations, the activities of its
directors and officers, the nature of its present assets and the
sources of its present income support this assertion. Applicant states
that it is thus qualified for an order of the Commission pursuant to
section 8(f) of the Act.

    For the Commission, by the Division of Investment Management,
under delegated authority.
Brent J. Fields,
Secretary.
[FR Doc. 2015-32579 Filed 12-24-15; 8:45 am]
 BILLING CODE 8011-01-P


[Federal Register Volume 79, Number 52 (Tuesday, March 18, 2014)]
[Notices]
[Pages 15183-15185]
[FR Doc No: 2014-05874]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-71704; File No. SR-MIAX-2014-11]

Self-Regulatory Organizations; Miami International Securities
Exchange LLC; Notice of Filing and Immediate Effectiveness of a
Proposed Rule Change To Amend the MIAX Fee Schedule

March 12, 2014.
    Pursuant to the provisions of 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 February 28, 2014, Miami International
Securities Exchange LLC (``MIAX'' or ``Exchange'') filed with the
Securities and Exchange Commission (``Commission'') a proposed rule
change as described in Items I, II, and III 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 the
Substance of the Proposed Rule Change

    The Exchange is filing a proposal to adopt a MIAX Market Maker
sliding scale for transaction fees.
    The text of the proposed rule change is available on the Exchange's
Web site at http://www.miaxoptions.com/filter/wotitle/rule_filing, at
MIAX'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 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
    The Exchange proposes to amend its Fee Schedule to adopt (i) a MIAX
Market Maker \3\ sliding scale for transaction fees; and (ii) a $0.02
fee for Mini Option transactions by a MIAX Market Maker. Consistent
with this change, the Exchange will delete the existing transaction
fees that apply to MIAX Market Markers.
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    \3\ ``MIAX Market Maker'' for purposes of the proposed sliding
scale means any MIAX Market Maker including RMM, LMM, PLMM, DLMM,
and DPLMM.
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    The new sliding scale for MIAX Market Maker transaction fees is
based on the substantially similar fees of the Chicago Board Options
Exchange, Incorporated (``CBOE'').\4\ Specifically, the Exchange
proposes to adopt a program to reduce a MIAX Market Maker's per
contract transaction fee based on the number of contracts the MIAX
Market Maker trades in a month, based on the following scale:
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    \4\ See Securities Exchange Act Release Nos. 55193 (January 30,
2007), 72 FR 5476 (February 6, 2007) (SR-CBOE-2006-111); 57191
(January 24, 2008), 73 FR 5611 (January 30, 2008); 58321 (August 6,
2008), 73 FR 46955 (SR-CBOE-2008-78). See also CBOE Fees Schedule,
p. 3.

------------------------------------------------------------------------
                                                 Transaction  fee per
      Tier            Contracts per month              contract
------------------------------------------------------------------------
1...............  1-750,000.................  $0.15
2...............  750,001-1,500,000.........  $0.10
3...............  1,500,001-3,000,000.......  $0.05
4...............  3,000,001+................  $0.03
------------------------------------------------------------------------

    The sliding scale would apply to all MIAX Market Makers for
transactions in all products except Mini Options. A MIAX Market Maker's
initial $0.15 per contract rate will be reduced if the MIAX Market
Maker reaches the volume thresholds set forth in the sliding scale in a
month. As a MIAX Market Maker's monthly volume increases, its per
contract transaction fee would decrease. Under the sliding scale, the
first 750,000 contracts traded in a month would be assessed at $0.15
per contract. The next 750,000 contracts traded (up to 1,500,000 total
contracts traded) would be assessed at $0.10 per contract. The next
1,500,000 contracts traded (up to 3,000,000 total contracts traded)
would be assessed at $0.05 per contract. All contracts above 3,000,000
contracts traded in a month would be assessed at $0.03 per contract.
The Exchange will

aggregate the trading activity of separate MIAX Market Maker firms for
the purposes of the sliding scale if there is at least 75% common
ownership between the firms as reflected on each firm's Form BD,
Schedule A.\5\
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    \5\ A MIAX Market Maker's monthly contract volume would be
determined at the firm affiliated level. E.g., if five MIAX Market
Maker individuals are affiliated with member firm ABC as reflected
by Exchange records for the entire month, all the volume from those
five individual MIAX Market Makers will count towards firm ABC's
sliding scale transaction fees for that month. CBOE also aggregates
volume of market maker firms with at least 75% common ownership
between the firms. See Securities Exchange Act Release No. 55193
(January 30, 2007), 72 FR 5476 (February 6, 2007) (SR-CBOE-2006-
111). See also CBOE Fees Schedule, p. 3.
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    The Exchange believes the proposed sliding scale is objective in
that the fee reductions are based solely on reaching stated volume
thresholds. The Exchange believes that the implementation of a tiered
fee schedule may incent firms to display their orders on the Exchange
and increase the volume of contracts traded here.
    As mentioned above, the Exchange notes that the proposed sliding
fee scale for MIAX Market Makers structured on contract volume
thresholds is based on the substantially similar fees of the CBOE.\6\
The Exchange also notes that a number of other exchanges have tiered
fee schedules which offer different transaction fee rates depending on
the monthly ADV of liquidity providing executions on their
facilities.\7\
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    \6\ See Securities Exchange Act Release Nos. 55193 (January 30,
2007), 72 FR 5476 (February 6, 2007) (SR-CBOE-2006-111); 58321
(August 6, 2008), 73 FR 46955 (SR-CBOE-2008-78); 71295 (January 14,
2014), 79 FR 3443 (January 21, 2014) (SR-CBOE-2013-129).
    \7\ See, e.g., International Securities Exchange, LLC, Schedule
of Fees, Section VI, C; NASDAQ Options Market, Chapter XV, Section
2.
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    In addition, the Exchange proposes to assess MIAX Market Makers a
$0.02 fee for Mini Option transactions. The new transaction fee for
Mini Options is identical to that charged by CBOE.\8\ The Exchange
notes that it is difficult to compare the proposed $0.02 amount to the
amount assessed to MIAX Market Makers for standard options
transactions, as that amount can differ depending on which tier each
MIAX Market-Maker reaches in the MIAX Market Maker sliding scale
(though it is less than 1/10th [sic] the fee assessed at the first tier
of the MIAX Market Maker sliding scale for standard options
transactions). The Exchange wishes to assess a $0.02 fee to MIAX Market
Makers in order to encourage them to quote often and aggressively in
Mini Options.
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    \8\ See Securities Exchange Act Release No. 69258 (March 29,
2013), 78 FR 69258 (April 4, 2013) (SR-CBOE-2013-038). See also CBOE
Fees Schedule, p. 2.
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    The Exchange notes that Mini Options have a smaller exercise and
assignment value due to the reduced number of shares they deliver as
compared to standard option contracts. Despite the smaller exercise and
assignment value of a Mini Option, the cost to the Exchange to process
quotes and orders in Mini Options, perform regulatory surveillance and
retain quotes and orders for archival purposes is the same as for a
standard contract. This leaves the Exchange in a position of trying to
strike the right balance of fees applicable to Mini Options--too low
and the costs of processing Mini Option quotes and orders will
necessarily cause the Exchange to either raise fees for everyone or
only for participants trading Mini Options; too high and participants
may be deterred from trading Mini Options, leaving the Exchange less
able to recoup costs associated with development of the product, which
is designed to offer investors a way to take less risk in high-dollar
securities. The Exchange, therefore, believes that adopting fees for
Mini Options that are in some cases lower than fees for standard
contracts, is appropriate, not unreasonable, not unfairly
discriminatory and not burdensome on competition between participants,
or between the Exchange and other exchanges in the listed options
marketplace.
    Consistent with the adoption of the new sliding fee scale and the
$0.02 fee for transactions in Mini Options for MIAX Market Makers, the
Exchange proposes to delete the existing transaction fees that
currently apply to MIAX Market Markers. Specifically, the Exchange will
no longer charge: (i) RMMs $0.08 per contract for standard options or
$.008 for Mini Options; (ii) LMMs $0.08 per contract for standard
options or $0.008 for Mini Options; (iii) DLMMs and PLMMs $0.08 per
contract for standard options or $0.008 for Mini Options; and (iv)
DPLMMs $0.08 per contract for standard options or $0.008 for Mini
Options. The Exchange notes that the new sliding scale for MIAX Market
Makers will increase transaction fees for all Market Markers for the
first 1,500,000 contracts traded per month in standard option
contracts. The Exchange also notes that the new Mini Option fee for
MIAX Market Makers will increase transaction fees for all Market Makers
in Mini Options.
    The proposed changes will become operative on March 1, 2014.
2. Statutory Basis
    The Exchange believes that its proposal to amend its fee schedule
is consistent with Section 6(b) of the Act\9\ in general, and furthers
the objectives of Section 6(b)(4) of the Act \10\ in particular, in
that it is an equitable allocation of reasonable fees and other charges
among Exchange members.
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    \9\ 15 U.S.C. 78f(b).
    \10\ 15 U.S.C. 78f(b)(4).
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    The proposed volume based discount fee structure is not
discriminatory in that all MIAX Market Makers are eligible to submit
(or not submit) liquidity, and may do so at their discretion in the
daily volumes they choose during the course of the billing period. All
similarly situated MIAX Market Makers are subject to the same fee
structure, and access to the Exchange is offered on terms that are not
unfairly discriminatory. Volume based discounts have been widely
adopted by options and equities markets, and are equitable because they
are open to all MIAX Market Makers on an equal basis and provide
discounts that are reasonably related to the value of an exchange's
market quality associated with higher volumes. The proposed fee levels
and volume thresholds are reasonably designed to be comparable to those
of other options exchanges and to attract additional liquidity and
order flow to the Exchange.
    The Exchange believes that the proposal to assess MIAX Market
Makers a $0.02 fee for Mini Option transactions is reasonable. It is
difficult to compare the proposed $0.02 amount to the amount assessed
to MIAX Market Makers for standard options transactions, as that amount
can differ depending on which tier each MIAX Market Maker reaches in
the MIAX Market Maker sliding scale. However, $0.02 is less than 1/10th
[sic] the fee assessed at the first tier of the MIAX Market Maker
sliding scale for standard options transactions. The Exchange believes
that these MIAX Market Maker Mini Option fees are equitable and not
unfairly discriminatory for a number of reasons. First, they will apply
equally to all MIAX Market Makers. Second, the Exchange believes that
it is equitable and not unfairly discriminatory to assess lower fee
amounts to MIAX Market Makers than to some other market participants
because MIAX Market Makers have obligations, such as quoting
obligations, that other market participants do not possess. Further,
these lower fees are intended to encourage Market Makers to quote

aggressively and more often, which provides more trading opportunities
for all market participants.

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 not necessary or appropriate in
furtherance of the purposes of the Act. The Exchange notes that it
operates in a highly competitive market in which market participants
can readily favor competing venues if they deem fee levels at a
particular venue to be excessive. In such an environment, the Exchange
must continually adjust its fees to remain competitive with other
exchanges and to attract order flow. The Exchange believes that the
proposed rule change reflects this competitive environment because it
modifies the Exchange's fees in a manner that encourages market
participants to provide liquidity and to send order flow to the
Exchange.

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

    The foregoing rule change has become effective pursuant to Section
19(b)(3)(A)(ii) of the Act.\11\ 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.
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    \11\ 15 U.S.C. 78s(b)(3)(A)(ii).
---------------------------------------------------------------------------

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-MIAX-2014-11 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-MIAX-2014-11. 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-MIAX-2014-11, and should be
submitted on or before April 8, 2014.
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    \12\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\12\
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2014-05874 Filed 3-17-14; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register Volume 77, Number 179 (Friday, September 14, 2012)]
[Notices]
[Pages 56896-56900]
[FR Doc No: 2012-22642]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-67817; File No. SR-EDGA-2012-39]

Self-Regulatory Organizations; EDGA Exchange, Inc.; Notice of
Filing and Immediate Effectiveness of Proposed Rule Change Relating to
Amendments to the EDGA Exchange, Inc. Fee Schedule

September 10, 2012.
    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 August 30, 2012 the EDGA Exchange, Inc. (the ``Exchange'' or
the ``EDGA'') filed with the Securities and Exchange Commission
(``Commission'') the proposed rule change as described in Items I, II
and III below, which items

have been prepared 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\ 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 amend its fees and rebates applicable to
Members \3\ of the Exchange pursuant to EDGA Rule 15.1(a) and (c). All
of the changes described herein are applicable to EDGA Members. The
text of the proposed rule change is available on the Exchange's
Internet Web site at http://www.directedge.com, at the Exchange's
principal office, and at the Public Reference Room of the Commission.
---------------------------------------------------------------------------

    \3\ As defined in Exchange Rule 1.5(n).
---------------------------------------------------------------------------

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 these statements may be examined at
the places specified in Item IV below. The self-regulatory organization
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 the
Statutory Basis for, the Proposed Rule Change

1. Purpose
    With respect to the category of securities priced at or above
$1.00, when Members add liquidity, the Exchange currently offers a
rebate of $0.0003 per share. Alternatively, when Members remove
liquidity, the Exchange currently charges a fee of $0.0007 per share.
The Exchange proposes to amend the fee structure (and related flags)
set forth in the fee schedule to charge Members a fee of $0.0006 per
share for orders that add liquidity and to offer Members a rebate of
$0.0004 per share for orders that remove liquidity.
    The Exchange proposes to codify at the top of its fee schedule the
premise that it uses footnotes to provide further explanatory text or,
where annotated to flags, to indicate variable rate changes, provided
the conditions in the footnote are met. In connection with this
premise, the Exchange proposes to delete Footnote 6 that is appended to
Flag M to also signify that a rate change is not signaled.\4\ In
addition, the Exchange proposes to delete Footnote 17 from Flag PA
since a rate change is not indicated.\5\
---------------------------------------------------------------------------

    \4\ The Exchange notes that the volume from Flag M counts toward
the tier in Footnote 6, which changes the rate charged on Flag U.
    \5\ The Exchange notes that the volume from Flag PA counts
toward the tier in Footnote 17, which changes the rate charged on
Flags PT and PX.
---------------------------------------------------------------------------

    The Exchange proposes to make conforming changes to the relevant
flags, as described below, for orders that add liquidity to the EDGA
book. Specifically, the Exchange proposes to assess a charge of $0.0006
per share for orders that add liquidity and yield the following flags:
Flag B for orders that add liquidity to the EDGA book in Tape B
securities; Flag V for orders that add liquidity to the EDGA book in
Tape A securities; Flag Y for orders that add liquidity to the EDGA
book in Tape C securities; Flag 3 for orders that add liquidity in the
pre- and post-market trading sessions in Tapes A and C securities; and
Flag 4 for orders that add liquidity in the pre- and post-market
trading sessions in Tape B securities.
    Similarly, the Exchange proposes to make conforming changes to the
relevant flags, as described below, for orders that remove liquidity
from the EDGA book. Specifically, the Exchange proposes to offer a
rebate of $0.0004 per share for orders that remove liquidity and yield
the following flags: Flag N for orders that remove liquidity from the
EDGA book in Tape C securities; Flag W for orders that remove liquidity
from the EDGA book in Tape A securities; Flag 6 for orders that remove
liquidity in the pre- and post-market trading sessions in securities on
all Tapes; Flag BB for orders that remove liquidity from the EDGA book
in Tape B securities; and Flag XR for orders that remove liquidity from
EDGA using eligible routing strategies.
    The Exchange also proposes to modify the charges assessed for the
flags associated with internalization, which occurs when the one Member
presents two orders to the Exchange separately and not in a paired
manner, and one order is inadvertently matched with the other order.\6\
Accordingly, for Flags EA and ER, the Exchange proposes to decrease the
fee assessed from $0.0002 per share to $0.0001 per share for orders
that add or remove liquidity through internalization. Similarly, for
Flag 5, the Exchange proposes to decrease the fee assessed from $0.0002
per share to $0.0001 per share for internalization, pre-and post-
market, per side.
---------------------------------------------------------------------------

    \6\ See Exchange Rule 12.2 regarding fictitious trading.
---------------------------------------------------------------------------

    The Exchange proposes to offer Members a rebate of $0.0004 per
share for Flag CR for orders that remove liquidity from EDGA using
eligible routing strategies. The Exchange formerly did not assess a
charge for Flag CR.
    The Exchange proposes to offer Members a rebate of $0.0004 per
share for Flag PR for orders that remove liquidity from EDGA using
eligible routing strategies. The Exchange formerly did not assess a
charge for Flag PR.
    The Exchange proposes to charge Members a fee of $0.0008 per share
for Flag PA for orders that add liquidity using the Mid Point Routing
Strategy (``RMPT''). The Exchange formerly did not assess a charge for
Flag PA.
    The Exchange proposes to delete Flag RM from the fee schedule.
Accordingly, Members that route to the Chicago Stock Exchange (the
``CHX'') will be assessed the default charge for routing liquidity of
$0.0029 per share as represented by Flag X.
    Currently, the first paragraph of Footnote 4 on the Exchange's fee
schedule provides for a rebate of $0.0004 per share for Flags B, V, Y,
3 and 4 if a Member, on a daily basis, measured monthly, posts more
than 1% of the Total Consolidated Volume (``TCV'') in Average Daily
Volume (``ADV'') on EDGA, including non-displayed orders that add
liquidity. The Exchange proposes to assess a charge of $0.0005 per
share. The proposed change represents a slightly lower charge (by
$0.0001) if a Member meets the requirements of the first paragraph of
Footnote 4 on the Exchange's fee schedule. The lower charge (by
$0.0001) corresponds to the $0.0001 higher rebate on the current EDGA
fee schedule if a tier is met and results from the Exchange's shift
from a ``maker/taker'' model to a ``taker/maker'' model. Thus, Members
will now be assessed a slightly lower charge instead of a slightly
higher rebate for meeting the conditions in the first paragraph of
Footnote 4.
    Currently, the second paragraph of Footnote 4 on the Exchange's fee
schedule provides for a rebate of $0.0004 per share if a Member, on a
daily basis, measured monthly, posts more than .25% of the TCV in
average daily volume on EDGA. The Exchange proposes to assess a charge
of $0.0005 per share. The proposed change represents a slightly lower
charge (by $0.0001) if a Member meets the requirements of the second
paragraph of Footnote 4 on the Exchange's fee schedule. The lower
charge (by $0.0001)

corresponds to the $0.0001 higher rebate on the current EDGA fee
schedule if a tier is met and results from the Exchange's shift from a
``maker/taker'' model to a ``taker/maker'' model. Thus, Members will
now be assessed a slightly lower charge instead of a slightly higher
rebate for meeting the conditions in the second paragraph of Footnote
4.
    The Exchange proposes to append Footnote 7 to Flag C, where a
Member posts an average daily volume of 25,000 shares to NASDAQ OMX BX,
Inc. (the ``BX''), which yields Flag RB, then the Exchange will
increase the Member's rebate from $0.0005 per share to $0.0014 per
share. The Exchange notes that this is a pass-through of the rebate
that BX offers to its customers that remove greater than 25,000 shares
of liquidity per day on its exchange.\7\
---------------------------------------------------------------------------

    \7\ See NASDAQ OMX BX Price List--Trading and Connectivity,
http://www.nasdaqtrader.com/Trader.aspx?id=bx_pricing.
---------------------------------------------------------------------------

    The Exchange proposes to delete, in its entirety, Footnote 18 on
the Exchange's fee schedule. Footnote 18 states that a Member may
qualify for a rebate of $0.0005 per share on their displayed shares
(Flags B, V, Y, 3 and 4) for liquidity added to EDGA if a Member, on a
daily basis, measured monthly, posts at least 0.10% of the TCV in ADV
more than their July 2012 ADV added to EDGA. Accordingly, the Exchange
proposes to delete Footnote 18 that is appended to Flags B, V, Y, 3 and
4.
    The Exchange proposes to implement these amendments to its fee
schedule on September 1, 2012.
Statutory Basis
    The Exchange believes that the proposed rule changes are consistent
with the objectives of Section 6 of the Act,\8\ in general, and
furthers the objectives of Section 6(b)(4),\9\ in particular, as the
proposed rule changes are designed to provide for the equitable
allocation of reasonable dues, fees and other charges among the
Exchange's Members and other persons using its facilities.
---------------------------------------------------------------------------

    \8\ 15 U.S.C. 78f.
    \9\ 15 U.S.C. 78f(b)(4).
---------------------------------------------------------------------------

    The Exchange believes that its proposal to amend the fee structure
(and related add Flags B, V, Y, 3 and 4, and remove Flags N, W, 6, BB
and XR) set forth in the fee schedule to charge Members a fee of
$0.0006 per share for orders that add liquidity and to offer Members a
rebate of $0.0004 per share for orders that remove liquidity represents
an equitable allocation of reasonable dues, fees, and other charges
among its Members and other persons using its facilities because it
allows the Exchange to compete with other market centers. Accordingly,
as the Exchange shifts from a ``maker/taker'' model to a ``taker/
maker'' model, the Exchange believes it will incentivize its Members to
remove liquidity from the Exchange.\10\ By further incentivizing
removers of liquidity by offering higher rebates, the Exchange believes
it will attract a higher quality of marketable liquidity to the
Exchange. This will incent liquidity providers to add liquidity to the
Exchange and thus contribute to price discovery. In addition, the
Exchange believes a spread of $0.0002 per share between adding and
removing liquidity represents an equitable allocation of reasonable
dues, fees, and other charges because it is competitive with other
exchanges' spreads for adding and removing liquidity.\11\ Furthermore,
the Exchange will use the revenue generated from the spread of $0.0002
per share to offset its administrative and infrastructure costs
associated with operating a national securities exchange. Lastly, the
Exchange believes that these proposed amendments are non-discriminatory
because they apply uniformly to all Members.
---------------------------------------------------------------------------

    \10\ As a result of the shift from ``maker/taker'' to ``taker/
maker'' model, the Exchange notes that Flag DM remains at $0.0005
per share compared to the displayed liquidity charge of $0.0006 for
liquidity providers. The Exchange believes that this result is
reasonable, equitable and non-discriminatory because in a taker/
maker model, it is more valuable to have a higher order book
priority in order to more likely interact with a liquidity remover
and obtain a quicker execution. Therefore, orders that have a higher
priority in the order book (displayed orders) will be charged more
than orders of lower priority (e.g., Flag DM).
    \11\ See BATS BYX Exchange Fee Schedule where the spread between
adding displayed liquidity and removing liquidity is $0.0001 per
share, http://batstrading.com/resources/regulation/rule_book/BYX_Fee_Schedule.pdf.
---------------------------------------------------------------------------

    The Exchange believes that its proposal to modify the fees assessed
for the internalization flags (Flags EA, ER and 5) to $0.0001 per
share, per side, represents an equitable allocation of reasonable dues,
fees, and other charges among its Members and other persons using its
facilities because it is consistent with the Exchange's proposed taker/
maker spread of $0.0002 per share for adding and removing liquidity
(the proposed charge for adding liquidity is $0.0006 per share and the
proposed rebate for removing liquidity is $0.0004 per share).\12\
Therefore, the total net amount equals $0.0002 per share, which
represents an internalization rate that is not more favorable than the
prevailing taker/maker spread of $0.0002 per share. In addition, EDGA
also has a proposed tiered rate in Footnote 4 for adding liquidity of
$0.0005 per share, which yields a spread of $0.0001 per share for
Members that achieve the tiered pricing. Members who internalize will
be charged $0.0001 per side of an execution (total of $0.0002 per
share) which is not more favorable than the taker/maker spread for
capturing the proposed tiered rate. Lastly, the Exchange believes that
these proposed amendments are non-discriminatory because they apply
uniformly to all Members.
---------------------------------------------------------------------------

    \12\ See Securities Exchange Release No. 64393 (May 4, 2011), 76
FR 27370 (May 11, 2011) (SR-EDGA-2011-14) (describing the Exchange's
representation that it will continue to ensure that the
internalization fee is no more favorable than each prevailing maker/
taker spread).
---------------------------------------------------------------------------

    The Exchange believes that its proposal to offer a rebate of
$0.0004 per share for Flags CR and PR represents an equitable
allocation of reasonable dues, fees, and other charges among its
Members and other persons using its facilities because the proposed
change will result in a consistent rebate of $0.0004 for all flags that
remove liquidity from the EDGA book. Lastly, the Exchange believes that
these proposed amendments are non-discriminatory because they apply
uniformly to all Members.
    The Exchange believes that its proposal to assess a charge of
$0.0008 per share for orders that yield Flag PA, which describes a type
of non-displayed order that adds liquidity using RMPT, represents an
equitable allocation of reasonable dues, fees and other charges among
its Members and other persons using its facilities because a rate of
$0.0008 per share is within the range of the prevailing rates for other
forms of non-displayed order types that add liquidity (e.g., the
Exchange assesses a charge of $0.0010 per share for Flags HA and HR),
but more than the default charge of $0.0006 per share for adding
displayed liquidity on EDGA. In addition, the Exchange believes that
its proposed rate of $0.0008 per share for Flag PA is consistent with
the Exchange's overall pricing philosophy of encouraging displayed
liquidity. The Exchange rewards Members for displaying liquidity
because displayed liquidity is a public good that benefits investors
and traders generally by providing greater price transparency and
enhancing public price discovery, which ultimately lead to substantial
reductions in transaction costs.\13\

Furthermore, compared to Flag HA (charge of $0.0010 per share), routing
an order to more destinations using Flag PA can lead to a potentially
lower average rate for Direct Edge ECN LLC d/b/a DE Route (``DE
Route''), the Exchange's affiliated routing broker/dealer, as there is
more of a likelihood of an execution at a ``low'' cost destination with
higher rebates/lower fees. Accordingly, because the RMPT routing
strategy routes to and accesses a variety of low cost destinations, the
Exchange is able to pass back much of the cost savings it receives from
routing to other destinations (via DE Route) to Members in the form of
lower hidden order charges compared to Flag HA. Lastly, the Exchange
believes that the proposed amendment is non-discriminatory because it
applies uniformly to all Members.
---------------------------------------------------------------------------

    \13\ See Securities Exchange Act Release No. 51808 (June 9,
2005), 70 FR 37496, 37516 (June 29, 2005); see also Securities
Exchange Act Release No. 42450 (February 23, 2000), 65 FR 10577,
10584 n. 53 (February 28, 2000) (SR-NYSE-99-48) (citing academic
studies finding that the required display of customer limit orders,
by providing greater price transparency and enhancing public price
discovery, led to substantial reductions in transaction costs for
both retail and institutional investors).
---------------------------------------------------------------------------

    Exchange Rule 11.9(b)(3) defines the ``System routing table'' as
the proprietary process for determining the specific trading venues to
which the System \14\ routes orders and the order in which the System
routes to them. Specifically, the Exchange reserves the right to
maintain a different System routing table for different routing options
and to modify the System routing table at any time without notice. The
Exchange proposes to delete the CHX as a posting destination on the
System routing table. The Exchange previously charged no fee nor
assessed a rebate to its Members when DE Route routed to the CHX. This
was a pass through by the Exchange of the no rebate/fee provided to DE
Route by CHX when liquidity was added to CHX. Since the CHX is no
longer on the System routing table, the Exchange proposes to delete
Flag RM from the Exchange's fee schedule. The Exchange notes that it
will continue to comply with its obligations under Regulation NMS;
however, it will not continue to offer Flag RM as a routing strategy to
post liquidity to the CHX. Rather, the Exchange will now pass back Flag
X as the standard default routing flag should an order be routed to the
CHX as a result of the Exchange's Regulation NMS obligations. The
Exchange believes that the proposed amendment is non-discriminatory
because it applies uniformly to all Members.
---------------------------------------------------------------------------

    \14\ See Exchange Rule 1.5(cc).
---------------------------------------------------------------------------

    The Exchange believes that its proposal to replace the rebate of
$0.0004 per share with a charge of $0.0005 per share for posting
liquidity to EDGA as it relates to the calculation of TCV in both
paragraphs of Footnote 4 on the Exchange's fee schedule represents an
equitable allocation of reasonable dues, fees and other charges among
its Members and other persons using its facilities because the proposed
change represents a slightly lower charge (by $0.0001) compared to the
default charge for adding liquidity (of $0.0006) if a Member meets the
requirements of the first or second paragraphs of Footnote 4 on the
Exchange's fee schedule. The lower charge (by $0.0001) corresponds to
the $0.0001 higher rebate on the current schedule if a tier is met and
results from the Exchange's shift from a ``maker/taker'' model to a
``taker/maker'' model. Thus, Members will now be assessed a slightly
lower charge instead of a slightly higher rebate for meeting the
conditions in the first or second paragraphs of Footnote 4.
    The Exchange also believes that charging Members a lower rate for
achieving volume tiers in Footnote 4 will incentivize liquidity. Such
increased volumes increase potential revenue to the Exchange, and
allows the Exchange to spread its administrative and infrastructure
costs over a greater number of shares, which results in lower per share
costs. The Exchange may then pass on these savings to Members in the
form of lower charges. The increased liquidity also benefits all
investors by deepening EDGA's liquidity pool, offering additional
flexibility for all investors to enjoy cost savings, supporting the
quality of price discovery, promoting market transparency and improving
investor protection. Volume-based discounts such as these have been
widely adopted in the cash equities markets, and are equitable because
volume-based discounts are open to all Members on an equal basis and
provide discounts that are reasonably related to the value to an
exchange's market quality associated with higher levels of market
activity, such as higher levels of liquidity provision and introduction
of higher volumes of orders into the price and volume discovery
process. Lastly, the Exchange believes that these proposed amendments
are non-discriminatory because they apply uniformly to all Members.
    The Exchange believes that its proposal to offer its Members a
higher rebate for Flag C where Members achieve a volume threshold on
the BX \15\ represents an equitable allocation of reasonable dues,
fees, and other charges among its Members and other persons using its
facilities because the Exchange passes through to Members the higher
rebate that the Exchange earns through DE Route, the Exchange's routing
broker-dealer. The Exchange believes that it is equitable and
reasonable to pass through rates and rebates for orders routed to other
exchanges to its Members. The Exchange also notes that routing through
DE Route is voluntary. In addition, volume-based rebates such as these
have been widely adopted in the cash equities markets, and are
equitable because volume-based rebates are open to all Members on an
equal basis and provide discounts that are reasonably related to the
value to an exchange's market quality associated with higher levels of
market activity, such as higher levels of liquidity provision and
introduction of higher volumes of orders into the price and volume
discovery process. Lastly, the Exchange also believes that the proposed
amendment is non-discriminatory because it applies uniformly to all
Members.
---------------------------------------------------------------------------

    \15\ See NASDAQ OMX BX Price List--Trading & Connectivity,
http://nasdaqtrader.com/Trader.aspx?id=bx_pricing (providing for a
rebate of $0.0014 per share for MPIDs removing greater than 3.5
million shares per day or adding greater than 25,000 shares per
day).
---------------------------------------------------------------------------

    In addition, the proposal to annotate footnote 7 to Flag C, delete
Footnote 17 from Flag PA and delete Footnote 6 from Flag M is
consistent with the Exchange's proposal to add language to the top of
its fee schedule to state that it uses footnotes to provide further
explanatory text, or where annotated to flags, to indicate variable
rate changes, provided the conditions in the footnote are met. This
provides additional transparency to Members when reading the fee
schedule. The Exchange believes this amendment supports the Exchange's
efforts to achieve consistent application among the flags on the fee
schedule. In addition, these amendments support the Exchange's efforts
to annotate flags with footnotes to signify a potential rate change,
rather than annotating every flag to denote which flags contribute
towards the volume threshold and/or conditions necessary to achieve a
potential rate change. The Exchange also believes that these proposed
amendments are non-discriminatory because they apply to all Members.
    The Exchange believes that its proposal to delete Footnote 18 on
the Exchange's fee schedule represents an equitable allocation of
reasonable dues, fees, and other charges among its Members and other
persons using its facilities because it is consistent with the
Exchange's shift from a ``maker/taker'' model to a ``taker/maker''
model. The Exchange introduced the Step Up tier to reward higher
liquidity provision

commitments by Members.\16\ Accordingly, it appears contradictory to
incentivize removing liquidity and simultaneously offer tiered savings
for adding liquidity beyond a designated threshold each month. The
Exchange's proposal to delete Footnote 18 supports the Exchange's
efforts to achieve consistent application among the flags and tiers on
the fee schedule and provide transparency for its Members. Lastly, the
Exchange believes that the proposed amendment is non-discriminatory
because it applies uniformly to all Members.
---------------------------------------------------------------------------

    \16\ See Securities Exchange Act Release No. 67607 (August 7,
2012), 77 FR 48188 (August 13, 2012) (SR-EDGA-2012-35) (introducing
the Step Up Tier).
---------------------------------------------------------------------------

    The Exchange also notes that it operates in a highly-competitive
market in which market participants can readily direct order flow to
competing venues if they deem fee levels at a particular venue to be
excessive. The proposed rule change reflects a competitive pricing
structure designed to incent market participants to direct their order
flow to the Exchange. The Exchange believes that the proposed rates are
equitable and non-discriminatory in that they apply uniformly to all
Members. The Exchange believes the fees and credits remain competitive
with those charged by other venues and therefore continue to be
reasonable and equitably allocated to Members.

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

    The proposed rule change does not impose 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

    The Exchange has not solicited, and does not intend to solicit,
comments on this proposed rule change. The Exchange has not received
any unsolicited written comments from Members or other interested
parties.

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

    The foregoing rule change has become effective pursuant to Section
19(b)(3) of the Act \17\ and Rule 19b-4(f)(2) \18\ thereunder. 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.
---------------------------------------------------------------------------

    \17\ 15 U.S.C. 78s(b)(3)(A).
    \18\ 17 CFR 240.19b-4(f)(2).
---------------------------------------------------------------------------

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-EDGA-2012-39 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-EDGA-2012-39. This file
number should be included on the subject line if email is used. To help
the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all
written statements with respect to the proposed rule change that are
filed with the Commission, and all written communications relating to
the proposed rule change between the Commission and any person, other
than those that may be withheld from the public in accordance with the
provisions of 5 U.S.C. 552, will be available for Web site viewing and
printing in the Commission's Public Reference Room, 100 F Street NE.,
Washington, DC 20549, on official business days between the hours of
10:00 a.m. and 3:00 p.m. Copies of the filing also will be available
for inspection and copying at the principal office of the Exchange. All
comments received will be posted without change; the Commission does
not edit personal identifying information from submissions. You should
submit only information that you wish to make available publicly. All
submissions should refer to File Number SR-EDGA-2012-39 and should be
submitted on or before October 5, 2012.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\19\
---------------------------------------------------------------------------

    \19\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2012-22642 Filed 9-13-12; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register: July 2, 2008 (Volume 73, Number 128)]
[Rules and Regulations]
[Page 37783-37786]
[DOCID:fr02jy08-5]

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

DEPARTMENT OF TRANSPORTATION

Federal Aviation Administration

14 CFR Part 39

[Docket No. FAA-2007-28434; Directorate Identifier 2007-CE-053-AD;
Amendment 39-15580; AD 2008-13-17]
RIN 2120-AA64

Airworthiness Directives; Hawker Beechcraft Corporation (Type
Certificates No. 3A15, No. 3A16, No. A23CE, and No. A30CE Previously
Held by Raytheon Aircraft Company) F33 Series and Models G33, V35B,
A36, A36TC, B36TC, 95-B55, D55, E55, A56TC, 58, 58P, 58TC, G58, and 77
Airplanes

AGENCY: Federal Aviation Administration (FAA), DOT.

ACTION: Final rule.

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

SUMMARY: The FAA adopts a new airworthiness directive (AD) for certain
Hawker Beechcraft Corporation F33 series and Models G33, V35B, A36,
A36TC, B36TC, 95-B55, D55, E55, A56TC, 58, 58P, 58TC, G58, and 77
airplanes. This AD requires you to replace certain circuit breaker
toggle switches with improved design circuit breaker toggle switches.
This AD results from reports of certain circuit breaker toggle switches
used in various electrical systems throughout the affected airplanes
overheating. We are issuing this AD to prevent failure of the circuit
breaker toggle switch, which could result in smoke in the cockpit and
the inability to turn off the switch.

DATES: This AD becomes effective on August 6, 2008.
    On August 6, 2008, the Director of the Federal Register approved
the incorporation by reference of certain publications listed in this
AD.

ADDRESSES: To get the service information identified in this AD,
contact Hawker Beechcraft Corporation, 9709 East Central, Wichita,
Kansas 67291; telephone:<PHONE_NUMBER> or<PHONE_NUMBER>.
    To view the AD docket, go to U.S. Department of Transportation,
Docket Operations, M-30, West Building Ground Floor, Room W12-140, 1200
New Jersey Avenue, SE., Washington, DC 20590, or on the Internet at
http://www.regulations.gov. The docket number is FAA-2007-28434;
Directorate Identifier 2007-CE-053-AD.

FOR FURTHER INFORMATION CONTACT: Jose Flores, Aviation Safety Engineer,
Wichita Aircraft Certification Office, 1801 Airport Road, Room 100,
Wichita, Kansas 67209; telephone:<PHONE_NUMBER>; fax:<PHONE_NUMBER>.

SUPPLEMENTARY INFORMATION:

Discussion

    On June 29, 2007, we issued a proposal to amend part 39 of the
Federal Aviation Regulations (14 CFR part 39) to include an AD that
would apply to certain Hawker Beechcraft Corporation F33 series and
Models G33, V35B, A36, A36TC, B36TC, 95-B55, D55, E55, A56TC, 58, 58P,
58TC, G58, and 77 airplanes. This proposal was published in the Federal
Register as a notice of proposed rulemaking (NPRM) on July 6, 2007 (72
FR 36912). The NPRM proposed to require you to replace certain circuit
breaker toggle switches with improved design circuit breaker toggle
switches.

Comments

    We provided the public the opportunity to participate in developing
this AD. The following presents the comments received on the proposal
and FAA's response to each comment:

Comment Issue No. 1: Reopen the Comment Period

    The American Bonanza Society and six other commenters request more
time to further investigate and evaluate replacing all circuit breaker
switches in numerous models of Hawker Beechcraft piston airplanes. One
commenter requests the extension to better research the number of
service difficulty reports (SDRs), the number of airplanes affected,
and the availability of replacement switches.
    We do not agree with the commenters. The failure mode creates an
internal short circuit that will cause overheating. Testing of the
circuit breaker switches revealed all the circuit breaker switches are
susceptible to the failure mode and overheating.
    We have identified an unsafe condition and determined that
reopening the comment period will only allow the unsafe condition to
potentially go undetected. If any owner/operator identifies an
alternative method of compliance (AMOC) to this AD that will provide a
level of safety acceptable to the FAA, they can apply for an AMOC using
the procedures outlined in 14 CFR 39.19 and this AD.
    We are not changing the final rule AD action based on these
comments.

Comment Issue No. 2: Change Required Actions

    James Blodgett and Adam Dagys suggest that turning off the master
switch would better eliminate the problem rather than replacing the
circuit breaker switches.
    The commenters request that the FAA change the proposed AD action
to mandate this change to prevent smoke in the cockpit.
    We do not agree with the commenters. Turning off the master switch
may mitigate the overheating in some circuit breaker switches. However,
in certain flight conditions, removing electrical power could create a
more hazardous condition by disabling electrical equipment required for
continued safe flight and landing, thus creating an additional unsafe
condition.
    We are not changing the final rule AD action based on these
comments.

Comment Issue No. 3: AD Unwarranted

    The American Bonanza Society, the Bonanza Service Ltd., KT Graham
Inc., and eight other commenters state that the AD is unwarranted
because failure of the affected circuit breaker switches is an uncommon
occurrence and that there is no imminent threat to airplane occupants
or the public.
    The commenters state that they have seen no or very few circuit
breaker switch failures in the field. Of the thousands of affected
airplanes and over 100,000 circuit breaker switches, none of these
resulted in a reportable mishap.

High utilization fleet service has shown there is no significant threat
of circuit breaker switch overheat.
    The commenters state that the testing done by Hawker Beechcraft and
the FAA does not indicate a wider threat of failure, and failure in
itself will not bring about a dangerous condition. Also, the only
switches tested were those that had been previously squawked for
overheating and removed under existing maintenance procedures.
    We disagree that an AD is unwarranted. A failed circuit breaker
switch creating smoke and possible in-flight fire is considered a
hazardous condition. Although failure of these circuit breaker switches
is uncommon, we have received reports of failures occurring. The
resulting hazardous safety effect combined with the number of
occurrences and other factors indicate AD action is necessary. 14 CFR
39.5 states that the ``FAA issues an AD addressing a product when we
find that an unsafe condition exists in the product, and the condition
is likely to exist or develop in products of the same type design.''
Even though the failures that have happened are uncommon, the condition
``is likely to exist or develop'' on other affected airplanes.
Therefore, AD action is necessary to address the unsafe condition
following 14 CFR part 39.
    We are not changing the final rule AD action based on these
comments.

Comment Issue No. 4: AD Is Too Costly

    The American Bonanza Society, Bonanza Service Ltd., KT Graham Inc.,
and seven other commenters state that because of the operational
history of the affected airplanes and the uncommon occurrence of
failure of the affected circuit breaker switches, the cost per airplane
and per fleet appears to be too costly. Operational history does not
warrant the cost or impact on the airplane owners/operators.
    We do not agree that the AD is not warranted because of the
associated cost. We understand that ADs can be costly. However, we have
determined that an unsafe condition is likely to exist or develop in
other airplanes of the same type design, and the continued operational
safety of the affected airplanes must be addressed. Therefore, issuing
this AD and not allowing an unsafe condition to go undetected on the
affected airplanes overrides the associated cost.
    We are not changing the final rule AD action based on these
comments.

Comment Issue No. 5: Add Inspection or Testing Before Replacement

    Fred von Zabern and Adam Dagys request allowing inspection or
testing to identify the overheating switches before replacement.
    Using a test or inspection to identify overheating switches may
eliminate the need to replace all the switches in any given airplane.
It may also eliminate replacing operable (good) switches.
    We do not agree with the commenters. Because of the failure mode,
an over voltage test or inspection may not identify the failed circuit
breaker switch. The failure condition identified is the failure of an
internal wire braid that may create a short circuit inside the housing
of the circuit breaker switch. The replacement circuit breaker switch
includes added insulation around the wire braid to provide increased
isolation and prevent the short circuit. We have determined that all
the circuit breaker switches identified in the service information are
susceptible to the overheating failure condition, and they need to be
replaced to address this unsafe condition.
    We are not changing the final rule AD action based on these
comments.

Comment Issue No. 6: Limit the Applicability of the AD

    The Aircraft Owners and Pilots Association (AOPA), the American
Bonanza Society, and Bart Sisson request that we limit the
applicability of the AD to Baron Models 58, 58G, 58P, and 58TC
airplanes. The commenters also request that we limit the AD to the
circuit breaker switches used in high electrical load items, such as
lighting, taxi lights, and anti-ice equipment.
    The commenters state that the SDRs only affect high electrical load
items and only Model 58 airplanes. There are no SDRs or operational
history to show all circuit breaker switches are susceptible to the
overheating. The airworthiness concern sheet identifies only those
circuit breaker switches removed from high current circuits on Baron
airplane models.
    We do not agree with the commenters. Although the circuit breaker
switches that were reported, and used for the investigation, were
removed from high electrical load items on Baron airplane models, there
is no reason to believe the failure mode is limited to high electrical
load circuits or Baron models. The failure mode creates an internal
short circuit that will cause overheating regardless of the electrical
load. Testing of the circuit breaker switches revealed all the circuit
breaker switches are susceptible to the failure mode and overheating.
Hawker Beechcraft Recommended Service Bulletin SB 24-3807, Issued: May
2007, and Raytheon Aircraft Company Recommended Service Bulletin SB 24-
3735, Issued: August 2005, call out all the susceptible circuit breaker
switches.
    We are not changing the final rule AD action based on these
comments.

Comment Issue No. 7: Replacement Parts Not Available

    The American Bonanza Society states that there is a shortage of
replacement switches available. Manufacturer parts availability shows a
shortage of parts. The shortage would not be made up in time to prevent
a large number of affected aircraft from being grounded due to the lack
of replacement parts at the end of the 12-month compliance time.
    We do not agree with the commenter. Hawker Beechcraft has assured
us that the replacement parts are either available or could be
manufactured within the 12-month compliance time. If there becomes a
shortage of parts, we would consider extending the compliance time
following the AMOC procedures outlined in 14 CFR 39.19 and this AD.
    We are not changing the final rule AD action based on these
comments.

Comment Issue No. 8: Promote Education Instead of Issuing a Regulation

    The American Bonanza Society suggests an improved level of safety
would result from education in lieu of issuing a regulation.
    The commenter states that an educational effort to publicize
Beech's guidance and generic electrical fire or overheat procedure for
pilots whose pilot's operating handbook (POH) does not contain such a
checklist would provide the information necessary to detect and respond
in the uncommon event of a switch overheat condition. Beech technical
support recommends monitoring the switches by feel to detect looseness
and heat and to replace any switch that feels loose or hot to the
touch.
    We do not agree with the commenter. An educational effort may
improve awareness to the unsafe condition; however, it would not
eliminate the failure mode. The only way to eliminate the failure mode
is to replace the affected circuit breaker switches. We have determined
that an education effort is insufficient to correct the unsafe
condition.
    We are not changing the final rule AD action based on these
comments.

Conclusion

    We have carefully reviewed the available data and determined that
air safety and the public interest require adopting the AD as proposed
except for minor editorial corrections. We have determined that these
minor corrections:
     Are consistent with the intent that was proposed in the
NPRM for correcting the unsafe condition; and
     Do not add any additional burden upon the public than was
already proposed in the NPRM.

Costs of Compliance

    We estimate that this AD affects 10,821 airplanes in the U.S.
registry.
    We estimate the following costs to do the replacement:

----------------------------------------------------------------------------------------------------------------
                                                                 Total cost per circuit    Total cost on  U.S.
              Labor cost                      Parts cost         breaker  toggle switch         operators
----------------------------------------------------------------------------------------------------------------
1 work-hour x $80 per hour = $80 per   $105 per circuit         $185 for each circuit    From $2,001,885 to
 circuit breaker toggle switch.         breaker toggle switch.   breaker toggle switch.   replace one circuit
                                                                 Each airplane            breaker toggle switch
                                                                 typically has more       per affected airplane
                                                                 than 1 circuit breaker   up to $30,028,275 to
                                                                 toggle switch            replace 15 circuit
                                                                 installed. Some          breaker toggle
                                                                 airplanes may have up    switches per airplane.
                                                                 to 15.
----------------------------------------------------------------------------------------------------------------

Authority for This Rulemaking

    Title 49 of the United States Code specifies the FAA's authority to
issue rules on aviation safety. Subtitle I, Section 106 describes the
authority of the FAA Administrator. Subtitle VII, Aviation Programs,
describes in more detail the scope of the agency's authority.
    We are issuing this rulemaking under the authority described in
Subtitle VII, Part A, Subpart III, Section 44701, ``General
requirements.'' Under that section, Congress charges the FAA with
promoting safe flight of civil aircraft in air commerce by prescribing
regulations for practices, methods, and procedures the Administrator
finds necessary for safety in air commerce. This regulation is within
the scope of that authority because it addresses an unsafe condition
that is likely to exist or develop on products identified in this AD.

Regulatory Findings

    We have determined that this AD will not have federalism
implications under Executive Order 13132. This AD will not have a
substantial direct effect on the States, on the relationship between
the national government and the States, or on the distribution of power
and responsibilities among the various levels of government.
    For the reasons discussed above, I certify that this AD:
    1. Is not a ``significant regulatory action'' under Executive Order
12866;
    2. Is not a ``significant rule'' under the DOT Regulatory Policies
and Procedures (44 FR 11034, February 26, 1979); and
    3. Will not have a significant economic impact, positive or
negative, on a substantial number of small entities under the criteria
of the Regulatory Flexibility Act.
    We prepared a summary of the costs to comply with this AD (and
other information as included in the Regulatory Evaluation) and placed
it in the AD Docket. You may get a copy of this summary by sending a
request to us at the address listed under ADDRESSES. Include ``Docket
No. FAA-2007-28434; Directorate Identifier 2007-CE-053-AD'' in your
request.

List of Subjects in 14 CFR Part 39

    Air transportation, Aircraft, Aviation safety, Incorporation by
reference, Safety.

Adoption of the Amendment

0
Accordingly, under the authority delegated to me by the Administrator,
the Federal Aviation Administration amends part 39 of the Federal
Aviation Regulations (14 CFR part 39) as follows:

PART 39--AIRWORTHINESS DIRECTIVES

0
1. The authority citation for part 39 continues to read as follows:

    Authority: 49 U.S.C. 106(g), 40113, 44701.

Sec.  39.13  [Amended]

0
2. FAA amends Sec.  39.13 by adding a new AD to read as follows:

2008-13-17 Hawker Beechcraft Corporation (Type Certificates No.
3A15, No. 3A16, No. A23CE, and No. A30CE previously held by Raytheon
Aircraft Company) and Raytheon Aircraft Company: Amendment 39-15580;
Docket No. FAA-2007-28434; Directorate Identifier 2007-CE-053-AD.

Effective Date

    (a) This AD becomes effective on August 6, 2008.

Affected ADs

    (b) None.

Applicability

    (c) This AD applies to the following airplane models and serial
numbers that have a part number (P/N) 35-380132-1 through 35-380132-
53 circuit breaker toggle switch installed and are certificated in
any category:

--------------------------------------------------------------------------------------------------------------------------------------------------------
                    Models                                                                     Serial Nos.
--------------------------------------------------------------------------------------------------------------------------------------------------------
(1) F33 and G33...............................  CD-1235 through CD-1304.
(2) F33A......................................  CE-290 through CE-1791.
(3) F33C......................................  CJ-26 through CJ-179.
(4) V35B......................................  D-9069 through D-10403.
(5) A36.......................................  E-185 through E-3629 and E-3631 through E-3635.
(6) A36TC and B36TC...........................  EA-1 through EA-695.
(7) 95-B55....................................  TC-1913, TC-1936 through TC-2456.
(8) D55.......................................  TE-452 through TE-767.
(9) E55.......................................  TE-768 through TE-1201.
(10) A56TC....................................  TG-84 through TG-94.
(11) 58.......................................  TH-1 through TH-2124.
(12) 58P......................................  TJ-3 through TJ-497.
(13) 58TC.....................................  TK-1 through TK-151.

(14) G58......................................  TH-2126, TH-2127, TH-2131 through TH-2134, TH-2136, TH-2137, TH-2139 through TH-2141, and TH-2143
                                                 through TH-2150.
(15) 77.......................................  WA-1 through WA-312.
--------------------------------------------------------------------------------------------------------------------------------------------------------

Unsafe Condition

    (d) This AD results from reports of certain circuit breaker
toggle switches used in various electrical systems through the
affected airplanes overheating. We are proposing this AD to prevent
failure of the circuit breaker toggle switch, which could result in
smoke in the cockpit and the inability to turn off the switch.

Compliance

    (e) To address this problem, you must do the following, unless
already done:

------------------------------------------------------------------------
           Actions                 Compliance            Procedures
------------------------------------------------------------------------
(1) Replace all affected      Within the next 12    As specified in
 circuit breaker toggle        months after August   Hawker Beechcraft
 switches specified in         6, 2008 (the          Recommended Service
 paragraph (c) of this AD      effective date of     Bulletin SB 24-
 with an improved circuit      this AD).             3807, Issued: May
 breaker toggle switch, P/N                          2007, and Raytheon
 35-380132-61 through 35-                            Aircraft Company
 380132-113, as applicable.                          Recommended Service
                                                     Bulletin SB 24-
                                                     3735, Issued:
                                                     August 2005.
(2) Do not install a circuit  Before further        Not applicable.
 breaker toggle switch         flight after the
 specified in paragraph (c)    replacement
 of this AD.                   required by
                               paragraph (e)(1) of
                               this AD.
------------------------------------------------------------------------

Alternative Methods of Compliance (AMOCs)

    (f) The Manager, Wichita Aircraft Certification Office (ACO),
FAA, has the authority to approve AMOCs for this AD, if requested
using the procedures found in 14 CFR 39.19. Send information to
ATTN: Jose Flores, Aviation Safety Engineer, FAA, Wichita ACO, 1801
Airport Road, Room 100, Wichita, Kansas 67209; telephone: (316) 946-
4132; fax:<PHONE_NUMBER>. Before using any approved AMOC on any
airplane to which the AMOC applies, notify your appropriate
principal inspector (PI) in the FAA Flight Standards District Office
(FSDO), or lacking a PI, your local FSDO.

Material Incorporated by Reference

    (g) You must use Hawker Beechcraft Recommended Service Bulletin
SB 24-3807, Issued: May 2007; and Raytheon Aircraft Company
Recommended Service Bulletin SB 24-3735, Issued: August 2005, to do
the actions required by this AD, unless the AD specifies otherwise.
    (1) The Director of the Federal Register approved the
incorporation by reference of this service information under 5
U.S.C. 552(a) and 1 CFR part 51.
    (2) For service information identified in this AD, contact
Hawker Beechcraft Corporation, 9709 East Central, Wichita, Kansas
67291; telephone:<PHONE_NUMBER> or<PHONE_NUMBER>.
    (3) You may review copies at the FAA, Central Region, Office of
the Regional Counsel, 901 Locust, Kansas City, Missouri 64106; or at
the National Archives and Records Administration (NARA). For
information on the availability of this material at NARA, call 202-
741-6030, or go to: http://www.archives.gov/federal_register/code_
of_federal_regulations/ibr_locations.html.

    Issued in Kansas City, Missouri, on June 16, 2008.
James E. Jackson,
Acting Manager, Small Airplane Directorate, Aircraft Certification
Service.
 [FR Doc. E8-14090 Filed 7-1-08; 8:45 am]

BILLING CODE 4910-13-P


[Federal Register: November 21, 2008 (Volume 73, Number 226)]
[Notices]
[Page 70633]
[DOCID:fr21no08-49]

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

DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

[Docket No. EL09-10-000]

Ameren Services Company, Complainant, v. Midwest Independent
Transmission System Operator, Inc., Respondent; Notice of Complaint

November 17, 2008.
    Take notice that on November 10, 2008, Ameren Services Company
(Complainant), on behalf of certain of its affiliates filed, pursuant
to sections 206 of the Federal Power Act, 16 U.S.C. 824(e) and Rule 206
of the Commission's Regulations, 18 CFR 385.206, a formal complaint,
motion for consolidation, or alternatively, motion for extension of
refund period against Midwest Independent Transmission System Operator,
Inc. (Respondent) alleging that the Revenue Sufficiency Guarantee
charge allocation provisions of the Respondent's tariff are unjust,
unreasonable, and unduly discriminatory, and should be revised.
Complainant also requests that the Commission establish a refund-
effective date of November 10, 2008 with respect to the requested
tariff revisions.
    The Complainant certifies that copies of the complaint were served
on the contacts for the Respondent as listed on the Commission's list
of Corporate Officials.
    Any person desiring to intervene or to protest this filing must
file in accordance with Rules 211 and 214 of the Commission's Rules of
Practice and Procedure (18 CFR 385.211, 385.214). Protests will be
considered by the Commission in determining the appropriate action to
be taken, but will not serve to make protestants parties to the
proceeding. Any person wishing to become a party must file a notice of
intervention or motion to intervene, as appropriate. The Respondent's
answer and all interventions or protests must be filed on or before the
comment date. The Respondent's answer, motions to intervene, and
protests must be served on the Complainants.
    The Commission encourages electronic submission of protests and
interventions in lieu of paper using the ``eFiling'' link at http://
www.ferc.gov. Persons unable to file electronically should submit an
original and 14 copies of the protest or intervention to the Federal
Energy Regulatory Commission, 888 First Street, NE., Washington, DC
20426.
    This filing is accessible on-line at http://www.ferc.gov, using the
``eLibrary'' link and is available for review in the Commission's
Public Reference Room in Washington, DC. There is an ``eSubscription''
link on the Web site that enables subscribers to receive e-mail
notification when a document is added to a subscribed docket(s). For
assistance with any FERC Online service, please e-mail
<EMAIL_ADDRESS>or call<PHONE_NUMBER> (toll free). For
TTY, call<PHONE_NUMBER>.
    Comment Date: 5 p.m. Eastern Time on December 1, 2008.

Kimberly D. Bose,
Secretary.
 [FR Doc. E8-27690 Filed 11-20-08; 8:45 am]

BILLING CODE 6717-01-P