[Federal Register Volume 77, Number 3 (Thursday, January 5, 2012)]
[Notices]
[Pages 521-527]
[FR Doc No: 2011-33826]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-66071; File Nos. SR-CBOE-2011-107 and SR-NSX-2011-14]

Self-Regulatory Organizations; Chicago Board Options Exchange,
Incorporated and National Stock Exchange, Inc.; Order Granting
Accelerated Approval to Proposed Rule Changes in Connection With the
Proposed Acquisition of the National Stock Exchange, Inc. by CBOE Stock
Exchange, LLC

December 29, 2011.

I. Introduction

    On November 28, 2011, each of the Chicago Board Options Exchange,
Incorporated (``CBOE'') and the National Stock Exchange, Inc. (``NSX'')
filed with the Securities and Exchange Commission (``Commission''),
pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act'') \1\ and Rule 19b-4 thereunder,\2\ proposed rule changes in
connection with the proposed acquisition of NSX by CBOE Stock Exchange,
LLC (``CBSX'') (the ``Transaction''). On December 2, 2011, the proposed
rule changes were published for comment in the Federal Register.\3\ The
Commission received no comments on either proposed rule change. This
order approves each of the proposed rule changes on an accelerated
basis.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release Nos. 65843 (November 28,
2011), 76 FR 75577 (December 2, 2011) (SR-CBOE-2011-107) (``CBOE
Notice'') and 65842 (November 28, 2011), 76 FR 75586 (December 2,
2011) (SR-NSX-2011-14) (``NSX Notice'').
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II. Background

A. The Transaction

    Currently, NSX is wholly and directly owned by NSX Holdings, Inc.
(``NSX Holdings''). Under a Purchase Agreement (the ``Purchase
Agreement'') dated September 28, 2011 by and between NSX, NSX Holdings,
and CBSX, CBSX would acquire all of the outstanding capital stock of
NSX on the date of or after all conditions precedent to closing have
been satisfied or waived, including approval by the Commission of these
proposed rule changes.\4\
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    \4\ Conditions precedent to closing the Transaction are formal
requirements set forth in the Purchase Agreement and include
delivery of certain documents (such as officers' certificates, legal
opinions, and agreements), compliance by each party with specified
representations, warranties and covenants, and receipt of necessary
approvals by each party. See NSX Notice, supra note 3, at note 1.
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    Following the completion of the Transaction, NSX would become a
wholly-owned subsidiary of CBSX. NSX would remain a Delaware for-profit
stock corporation, with the authority to issue 1,000 shares of common
stock, 100 shares of which would be issued and would be held in their
entirety by CBSX. At all times, all of the outstanding stock of NSX
would be owned by CBSX. NSX would remain registered as a national
securities exchange under Section 6 of the Act,\5\ and accordingly, NSX
would remain a self-regulatory organization (``SRO'').\6\
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    \5\ 15 U.S.C. 78f.
    \6\ NSX would continue to adhere to the undertakings in the
Order Instituting Administrative and Cease-and-Desist Proceedings
Pursuant to Sections 19(h) and 21C of the Act, Making Findings, and
Imposing Sanctions, including those related to a Regulatory
Oversight Committee and the separation of the regulatory functions
from the commercial interests of NSX. See Securities Exchange Act
Release No. 51714 (May 19, 2005).
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    NSX has proposed to amend its Certificate of Incorporation and By-
Laws to reflect and address the acquisition of NSX by CBSX following
the Transaction. In addition, NSX has proposed other changes to its
governing documents that are not directly related to the Transaction to
update and enhance the governing documents and generally make them
consistent with parallel provisions contained in the governing
documents of other SROs. These changes are discussed below.

B. CBSX

    In 2007, the Commission approved the establishment of CBSX as a
facility \7\ of CBOE.\8\ As the SRO for CBSX, CBOE has regulatory
responsibility for the activities of CBSX. CBSX administers the CBOE
Stock Exchange, a fully automated trading platform for securities other
than options (the ``CBSX Trading Facility''). As a limited liability
company, the governance structure and operating authority of CBSX are
set forth in the Operating Agreement of CBSX (``CBSX Operating
Agreement'') and the CBSX Certificate of Formation. In connection with
the establishment of the CBSX Trading Facility, CBOE adopted Rule 3.32
pertaining to ownership concentration and affiliation limitations.\9\
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    \7\ 15 U.S.C. 78c(a)(2).
    \8\ See Securities Exchange Act Release No. 55389 (March 2,
2007), 72 FR 10575 (March 8, 2007) (SR-CBOE-2006-110) (the ``CBSX
Approval Order''). See also Securities Exchange Act Release No.
55172 (January 25, 2007), 72 FR 4745 (February 1, 2007) (SR-CBOE-
2006-110) (the ``CBSX Notice of Filing'').
    \9\ CBOE Rule 3.32(a) provides, in part: For as long as CBSX LLC
operates as a facility of CBOE, no Trading Permit Holder, either
alone or together with its Affiliates, at any time, may own,
directly or indirectly, of record or beneficially, an aggregate
amount of Shares that would result in a greater than twenty percent
(20%) Percentage Interest in CBSX LLC (the ``Concentration
Limitation'').
    In addition, the Certificate of Incorporation of CBOE Holdings,
Inc., the owner of CBOE (``CBOE Holdings''), provides that no person
(either alone or together with its related persons) may beneficially
own more than 20% of the total outstanding shares of CBOE Holdings
stock. See Article Sixth (b) of the Amended and Restated Certificate
of Incorporation of CBOE Holdings, Inc. See also Securities Exchange
Act Release No. 62158 (May 24, 2010), 75 FR 30082 (May 28, 2010)
(SR-CBOE-2008-88).
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    As a limited liability company, ownership of CBSX is represented by
limited liability membership interests. The holders of such interests
are referred to as ``Owners.'' CBOE is one of the Owners of CBSX and
owns all outstanding ``Series A'' Voting Shares \10\ of CBSX,
representing just under 50% of all outstanding shares of CBSX.\11\ The
outstanding ``Series B'' Voting Shares of CBSX are held by nine broker-
dealers.
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    \10\ ``Voting Shares'' means those Shares entitled to vote on
matters submitted to the Owners, which Voting Shares are held by the
Voting Owners. See Section 2.1(a)(28) of the CBSX Operating
Agreement.
    \11\ As noted in Section 3.2 of the CBSX Operating Agreement, it
is the intention of the Owners that no other members of CBSX (other
than Affiliates of CBOE) be owners of Series A Voting Shares, and
that no additional Series A Voting Shares be authorized, created or
issued for such purpose; provided however, that this provision is
not intended to limit or restrict any rights of CBOE to transfer any
of its Series A Voting Shares with the prior approval of the
Commission as provided for in Article VI, including Section 6.14 of
the CBSX Operating Agreement, or any other provision thereof, or any
rights to be acquired by a transferee of those Shares as provided
therein.
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    As provided in Section 8.9 of the CBSX Operating Agreement, the
outstanding Series A Voting Shares, in the aggregate, are entitled to a
number of votes equal to 50% of the total number of Voting Shares
outstanding on each matter submitted to a vote of the Owners. Each
outstanding Series B Voting Share is entitled to one vote on each
matter submitted to a vote of the Owners.\12\
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    \12\ The CBSX Operating Agreement also provides for Series C
Non-Voting Restricted Shares. Such Shares are not entitled to vote
on any matter submitted to a vote of the Owners and there are
currently no Series C shares outstanding. See Section 8.9 of the
CBSX Operating Agreement.
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    The CBSX Approval Order and the CBSX Notice of Filing describe
various characteristics of CBSX, including: the relationship between
CBSX and CBOE; changes in control of CBSX; the regulatory jurisdiction
of the Commission and CBOE over the controlling parties and the Owners;
and the ownership and voting restrictions on Owners.\13\ These
provisions, as

contained in the CBSX Operating Agreement and applicable CBOE rules,
will remain unchanged after the Transaction except as otherwise
described below.
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    \13\ Section 6.12(a) of the CBSX Operating Agreement provides
that no person (other than CBOE), either alone or together with its
Affiliates, may directly or indirectly own an aggregate amount of
Shares that would result in a greater than 20% Percentage Interest
in CBSX. In addition, Section 8.10 provides that if an Owner of
Series B Voting Shares that is also a CBOE member owns more than 20%
of the outstanding Voting Shares (``Excess Shares''), alone or
together with any Affiliate, such Owner will have no voting rights
with respect to the Excess Shares.
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    In connection with the Transaction, CBOE proposes to amend and
restate the CBSX Operating Agreement to be effective as of the closing
of the Transaction. CBOE also proposes to adopt new CBOE Rule 2.50
regarding its policy with respect to NSX. These changes are discussed
below.

III. Discussion and Commission Findings

    After careful consideration, the Commission finds that each
proposed rule change is consistent with the requirements of the Act and
the rules and regulations thereunder applicable to a national
securities exchange.\14\ In particular, the Commission finds that the
proposed rule changes are consistent with Section 6(b)(1) of the
Act,\15\ which, among other things, requires a national securities
exchange to be so organized and have the capacity to be able to carry
out the purposes of the Act and to enforce compliance by its members
and persons associated with its members with the provisions of the Act,
the rules and regulations thereunder, and the rules of the exchange.
Further, the Commission finds that the proposed rule changes are
consistent with Section 6(b)(3) of the Act,\16\ which requires that the
rules of a national securities exchange assure the fair representation
of its members in the selection of its directors and administration of
its affairs, and provide that one or more directors shall be
representative of issuers and investors and not be associated with a
member of the exchange, broker, or dealer. The Commission also finds
that the proposed rule change are consistent with Section 6(b)(5) of
the Act,\17\ which requires, among other things, that the rules of a
national securities exchange 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, and processing
information with respect to, and facilitating transactions in
securities; to remove impediments to and perfect the mechanism of a
free and open market and a national market system; and, in general, to
protect investors and the public interest.
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    \14\ In approving the proposed rule change, the Commission has
considered its impact on efficiency, competition, and capital
formation. See 15 U.S.C. 78c(f).
    \15\ 15 U.S.C. 78f(b)(1).
    \16\ 15 U.S.C. 78f(b)(3).
    \17\ 15 U.S.C. 78f(b)(5).
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    As noted above, following the Transaction, NSX will be a wholly-
owned subsidiary of CBSX. NSX will remain registered as a national
securities exchange under Section 6 of the Act,\18\ and, accordingly,
NSX will remain an SRO. The Commission believes that the ownership of
NSX by CBSX would not impose any burden on competition not necessary or
appropriate in furtherance of the purposes of the Act.\19\ Though CBSX
is not itself an SRO, as a holding company of an SRO, its activities
with respect to the operation of NSX must be consistent with, and must
not interfere with, the self-regulatory obligations of NSX.
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    \18\ 15 U.S.C. 78f.
    \19\ 15 U.S.C. 78f(b)(8).
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A. CBOE-2011-107

1. Changes To Accommodate CBSX's Ownership of NSX
    CBOE's proposed rule change includes several amendments designed to
accommodate CBSX's ownership of NSX. These amendments address the fact
that CBSX will effectively serve as a holding company for NSX after the
Transaction to the extent related to CBSX's control of NSX. The changes
also clarify CBSX's rights and responsibilities relating to its role as
a holding company of a registered national securities exchange. For
example, CBOE's proposal amends Section 1.6 of the CBSX Operating
Agreement to reflect CBSX's new purpose to act as a holding company of
NSX (in addition to its current purpose to act as a trading market for
securities other than options as a facility of CBOE). The proposal also
amends several provisions in the CBSX Operating Agreement to clarify
that certain references to CBSX include its subsidiaries, including
NSX.\20\
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    \20\ See, e.g., Sections 1.6 and 9.15(a)(9) and (10) of the CBSX
Operating Agreement.
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    In addition, the proposal amends Section 6.12 of the CBSX Operating
Agreement to provide that the Ownership Concentration Limitation
described in that section, which currently carves out CBOE (because
CBOE owns greater than 20% of CBSX) does not apply to CBOE Holdings as
well (because CBOE Holdings indirectly owns CBOE). It also expands the
applicability of the Concentration Limitation to persons and the
broader category of their ``Related Persons'' \21\ rather than to
persons and their ``Affiliates.'' \22\ The proposal also amends Section
6.12(c) and (e) of the CBSX Operating Agreement to impose on NSX equity
trading permit holders the Ownership Concentration Limitation
prohibitions described in those paragraphs, which are currently only
imposed on CBOE Trading Permit Holders. This change recognizes CBSX's
new ownership of NSX and is intended to guard against members of NSX
obtaining an ownership stake in CBSX that could potentially be used to
influence the performance by NSX of regulatory authority over such
members or others. The Commission finds that these changes, which are
necessary to reflect the change in ownership of NSX after the
Transaction, are consistent with the Act.
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    \21\ See Section 2.1(a)(23) of the CBSX Operating Agreement
defining ``Related Person.''
    \22\ Section 2.1(a)(1) of the CBSX Operating Agreement defines
``Affiliate'' as, with respect to any person, any other person that
directly, or indirectly through one or more intermediaries,
controls, is controlled by, or is under common control with, such
person. As used in this definition, ``control'' means the
possession, directly or indirectly, of the power to direct or cause
the direction of management and policies of a person, whether
through the ownership of voting securities, by contract or otherwise
with respect to such person.
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    The proposal makes similar amendments to Section 8.10 of the CBSX
Operating Agreement to expand applicability of the voting restriction
described in that section to persons and their Related Persons and to
provide that if any person, not just a CBOE Trading Permit Holder,
exceeds the Concentration Limitation set forth in Section 6.12 of the
CBSX Operating Agreement, then the Owner and its Related Persons will
have no voting rights with respect to the shares in excess of such
limitation unless it satisfies certain requirements set forth in
proposed Section 8.10(b) through (d) of the CBSX Operating Agreement.
The proposed rule change also extends the applicability of the voting
restriction in Section 8.10 of the CBSX Operating Agreement to cover
voting agreements, plans, and arrangements.
    Further, the proposal amends Section 9.15(a)(9) of the CBSX
Operating Agreement to clarify that with respect to the sale of
material assets or ownership interests that requires approval pursuant
to Section 9.15, ``material assets or ownership interests'' includes
subsidiaries of CBSX. In addition, the proposed rule change adds
Section 15.19 to the CBSX Operating Agreement

to obligate CBSX, when voting as NSX's sole shareholder in an election
of the NSX board of directors, to vote in favor of ETP Holder Directors
(a certain class of directors defined in the NSX Bylaws that are
intended to provide NSX members with fair representation in the
governance of NSX consistent with the Act) that were nominated in
accordance with the procedures set forth in NSX's governing documents.
2. Preservation of the Self-Regulatory Function of NSX
    After the Transaction, NSX would become a subsidiary of CBSX.
Although CBSX is not an SRO and, therefore, does not itself have self-
regulatory functions, its activities with respect to the operation of
NSX must be consistent with, and not interfere with, NSX's self-
regulatory obligations. To address this concern, the proposal adds
various provisions to the CBSX Operating Agreement that are designed to
protect the independence of the self-regulatory function of NSX and to
clarify NSX's rights with respect to CBSX.
    For example, the proposed rule change adds Section 5.7(b) to the
CBSX Operating Agreement, which, among other things:
     Requires CBSX Owners, the CBSX board of directors, CBSX
officers, and CBSX employees (for so long as CBSX controls NSX and to
the extent related to the activities of NSX) to give due regard to the
preservation of the independence of the self-regulatory function of NSX
and to NSX's obligations under the Act;
     Prohibits CBSX Owners, the CBSX board of directors, CBSX
officers, and CBSX employees from taking any actions that would
interfere with the effectuation of any decisions by the NSX board of
directors relating to NSX's regulatory functions, including
disciplinary matters, or with NSX's ability to carry out its
responsibilities under the Act; and
     Requires CBSX to comply with federal securities laws and
the rules and regulations thereunder, and requires CBSX and its
officers, directors, employees, and agents to cooperate with the
Commission and NSX pursuant to and to the extent of their regulatory
authority.
    In addition, the proposed rule amends Section 6.15(a) of the CBSX
Operating Agreement to reflect the acquisition by CBSX of the NSX SRO
and to ensure access by NSX to the Owners of CBSX that is necessary for
NSX to perform its responsibilities as an SRO.\23\ Specifically, the
revisions:
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    \23\ Section 6.15(a) of the CBSX Operating Agreement currently
provides: ``The Owners acknowledge that to the extent they are
related to [CBSX's] activities, the books, records, premises,
officers, directors, agents, and employees of the Owners shall be
deemed to be the books, records, premises, officers, directors,
agents, and employees of CBOE for the purpose of and subject to
oversight pursuant to the Exchange Act.''
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     Clarify that the Owners acknowledge that the books,
records, premises, officers, directors, agents, and employees of the
Owners will be deemed to be the books, records, premises, officers,
directors, agents, and employees of CBOE for the purpose of and subject
to oversight pursuant to the Act, but only to the extent they are
related to the CBSX Trading Facility; and
     Add a provision in which the Owners acknowledge that the
books, records, premises, officers, directors, agents, and employees of
the Owners will be deemed to be the books, records, premises, officers,
directors, agents, and employees of NSX for the purpose of and subject
to oversight pursuant to the Act, but only to the extent they are
related to the activities of NSX.
    Similarly, the proposed rule change amends Section 6.15(b) of the
CBSX Operating Agreement concerning access by NSX to CBSX personnel and
records \24\ to add the provision that the books, records, premises,
officers, directors, agents, and employees of CBSX will be deemed to be
the books, records, premises, officers, directors, agents, and
employees of NSX for the purpose of and subject to oversight pursuant
to the Act, but only to the extent related to the activities of
NSX.\25\
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    \24\ Section 6.15(b) of the CBSX Operating Agreement currently
provides: ``The books, records, premises, officers, directors,
agents, and employees of [CBSX] shall be deemed to be the books,
records, premises, officers, directors, agents, and employees of
CBOE for the purpose of and subject to oversight pursuant to the
Exchange Act.''
    \25\ CBSX's complete records and books of account must be
subject at all times to inspection and examination by CBOE (to the
extent related to the CBSX Trading Facility), NSX (to the extent
related to CBSX's control of NSX), and the Commission at no
additional charge to CBOE, NSX, and the Commission, as applicable.
See Section 13.2 of the CBSX Operating Agreement.
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    The proposal also amends Section 6.15(c) of the CBSX Operating
Agreement to provide that CBSX and the Owners and their respective
officers, directors, agents, and employees,\26\ irrevocably submit to
the jurisdiction of the U.S. federal courts, the Commission, CBOE, and
NSX for the purposes of any suit, action, or proceeding pursuant to
U.S. federal securities laws or the rules or regulations thereunder,
commenced or initiated by the Commission arising out of, or relating
to, the CBSX Trading Facility or the CBSX's control of NSX, as
applicable.
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    \26\ Revisions to Section 6.15(c) (consent to jurisdiction) and
(d) (consent in writing to applicability) of the CBSX Operating
Agreement also extend the requirements of these provisions to all
agents and employees of CBSX and its Owners, rather than only agents
and employees whose principal place of business and residence is
outside of the United States.
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    In addition, the proposed rule change amends Sections 9.15(c) and
9.16 of the CBSX Operating Agreement to provide that CBSX directors
agree to comply with the federal securities laws and the rules and
regulations thereunder, and to cooperate with the Commission, CBOE, and
NSX pursuant to their regulatory authority, as applicable, and the
provisions of the CBSX Operating Agreement. The proposal also amends
Section 9.15(c) of the CBSX Operating Agreement to provide that CBSX
directors will take into consideration whether any actions taken or
proposed to be taken as a director for or on behalf of CBSX, or any
failure or refusal to act, would constitute interference with CBOE's or
NSX's regulatory functions and responsibilities, as applicable, in
violation of the CBSX Operating Agreement or the Act.\27\ These
provisions are designed to foster compliance with the federal
securities laws and to emphasize the considerations that are necessary
on the part of CBSX's directors to reflect NSX's responsibilities as an
SRO.
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    \27\ Interference with respect to the CBSX Trading Facility will
be determined by the CBSX board designees of CBOE. See Section
9.15(c) of the CBSX Operating Agreement.
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    Additionally, the proposal amends Section 14.1(a) of the CBSX
Operating Agreement to provide that, for so long as CBSX controls NSX,
before any amendment, alteration, or repeal of any provision of the
CBSX Operating Agreement, to the extent related to CBSX's control of
NSX, will be effective, such amendment, alteration, or repeal must be
submitted to the NSX board of directors, and if CBOE and the NSX board
of directors determine that such amendment, alteration, or repeal must
be filed with or filed with and approved by the Commission, then such
amendment, alteration, or repeal will not become effective until filed
with or filed with and approved by the Commission, as the case may be.
The proposal also adds a 10-day notice provision for any amendment,
alteration, or repeal of the CBSX Operating Agreement made pursuant to
Section 14.1(a) to provide CBOE and NSX with sufficient opportunity to
review any potential regulatory impacts

of such amendment, alteration, or repeal before it becomes effective.
    Further, to ensure unencumbered access to all relevant information,
regardless of whether such information is considered ``confidential,''
the proposal amends Section 15.2 of the CBSX Operating Agreement to
provide that nothing in the CBSX Operating Agreement will be
interpreted to limit or impede the rights of the Commission, CBOE, or
NSX to access and examine any Confidential Information (as defined in
the CBSX Operating Agreement) pursuant to the U.S. federal securities
laws and the rules thereunder, or to limit or impede the ability of an
Owner or an officer, director, agent, or employee of an Owner to
disclose any Confidential Information to the Commission, CBOE, or NSX.
Proposed Section 15.2 of the CBSX Operating Agreement also provides
that the obligation of Owners not to disclose Confidential Information
described in that section does not apply to CBOE's or NSX's
communications with the Commission with respect to the conduct of the
CBSX Trading Facility's business or NSX's business, respectively.
3. CBOE Rule 2.50
    The CBOE proposed rule change proposes to adopt new CBOE Rule 2.50,
which is intended to foster and preserve the self-regulatory function
of NSX. Specifically, CBOE Rule 2.50(a) proposes a policy that CBOE, as
a controlling owner of CBSX, will not take any action related to NSX's
activities that would interfere with NSX's efforts to carry out its
self-regulatory obligations under the Act and the rules and regulations
thereunder. Additionally, proposed CBOE Rule 2.50(b) provides that CBOE
will ``exercise its powers as a partial owner of CBSX to support the
fulfillment by NSX of its self-regulatory obligations, including the
appropriate allocation by NSX of such financial, technological,
technical and personnel resources as may be necessary or appropriate
for NSX to meet its obligations under the [Act].'' The purpose of
proposed CBOE Rule 2.50(a) is to provide that CBOE will, through its
control interest in CBSX and consistent with its relationship with
CBSX, work with NSX to establish and maintain adequate and appropriate
resources to enable NSX to perform its self-regulatory obligations.
    CBOE Rule 2.50 is designed to facilitate NSX's ability to fulfill
its self-regulatory obligations and, therefore, is consistent with the
Act, including Section 6(b)(1) of the Act,\28\ which requires, among
other things, that a national securities exchange be so organized and
have the capacity to carry out the purposes of the Act, and to comply
and enforce compliance by its members and persons associated with its
members, with the provisions of the Act, the rules and regulations
thereunder, and the rules of the exchange. Proposed Rule 2.50
represents CBOE's commitment, as a controlling owner of CBSX, to
support NSX in the fulfillment of NSX's role as an SRO.
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    \28\ 15 U.S.C. 78f(b)(1).
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4. CBOE Holdings and Regulated Securities Exchange Subsidiaries
    CBOE is wholly-owned by CBOE Holdings, and as discussed above, CBOE
owns a controlling interest in CBSX. The CBOE Holdings Certificate of
Incorporation contains provisions that are applicable to ``Regulated
Securities Exchange Subsidiaries'' of CBOE Holdings, which entities are
defined as ``any national securities exchange controlled, directly or
indirectly, by [CBOE Holdings], including, but not limited to CBOE.''
\29\ Various provisions in the CBOE Holdings Certificate of
Incorporation reference ``Regulated Securities Exchange Subsidiary,''
including Articles Sixth (voting and ownership limitations), Eleventh
(amendments to the CBOE Holdings Certificate of Incorporation must be
submitted to the board of each Regulated Securities Exchange
Subsidiary), Twelfth (amendments to the CBOE Holdings Bylaws must be
submitted to the board of each Regulated Securities Exchange
Subsidiary), Fourteenth (submission to jurisdiction arising out of or
relating to Regulated Securities Exchange Subsidiaries' activities),
Fifteenth (confidential information of Regulated Securities Exchange
Subsidiaries and access to CBOE Holdings' books and records by
Regulated Securities Exchange Subsidiaries), and Sixteenth (cooperation
with the SEC and each Regulated Securities Exchange Subsidiary, consent
to applicability of various provisions, due regard to preservation of
regulatory independence, and consideration of effect of actions on each
Regulated Securities Exchange Subsidiary). NSX, to the extent it is
indirectly controlled by CBOE Holdings by virtue of CBOE Holdings'
control of CBOE and CBOE's controlling interest in CBSX, which in turn
will wholly-own NSX after the consummation of the Transaction, would
qualify as a ``Regulated Securities Exchange Subsidiary.''
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    \29\ See CBOE Holdings Certificate of Incorporation Article
Fifth (a)(xi).
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5. Facility of CBOE
    The proposed rule change amends various provisions to clarify that
the operations of CBSX that relate to the CBSX Stock Exchange trading
facility are a facility of CBOE under the Act, while the aspect of CBSX
that relates to its control of NSX will not be a ``facility'' of CBOE.
For example, the proposal amends Section 1.7 of the CBSX Operating
Agreement to clarify that the CBSX Trading Facility (and not CBSX to
the extent it will act as a holding company for NSX) is a facility of
CBOE under the Act, and therefore the CBSX Trading Facility will be
subject to self-regulation by CBOE, with oversight by the
Commission.\30\
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    \30\ See also Sections 1.8, 6.2(e), 6.15(c) and (d), 9.2(d),
9.15(a)(14) and 14.1(a) for additional clarifications.
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6. Additional Changes
    Finally, the proposed rule change makes several non-substantive
technical and conforming changes throughout the CBSX Operating
Agreement, including: updating the name and date of the CBSX Operating
Agreement; updating the current Owners and their current percentage
interests and CBSX shares owned; \31\ replacing references to CBOE
members with CBOE trading permit holders; \32\ updating the table of
contents and section references; and adding new defined terms and
renumbering the defined terms as necessary.\33\ In connection with the
updates to reflect the current Owners, the proposed rule change amends
the definition of ``Super Majority of the Owners'' to mean, subject to
the regulatory requirements described in Section 1.8 of the CBSX
Operating Agreement, the affirmative vote of both (i) all of the Owners
of the Series A Voting Shares at the time, and (ii) Owners of the
Series B Voting Shares who then retain ownership of Series B Voting
Shares and represent at least a twenty (20%) percentage interest in
CBSX, which more accurately corresponds to CBSX's current ownership
structure.\34\ The Commission finds these non-substantive changes to be
consistent with the Act as they are

necessary to reflect the acquisition by CBSX of NSX following the
Transaction.
---------------------------------------------------------------------------

    \31\ See Section 3.2(d), signature page, and Exhibit A to the
CBSX Operating Agreement.
    \32\ See Sections 6.12(c) and (e) and 8.10 of the CBSX Operating
Agreement.
    \33\ See Section 2.1 of the CBSX Operating Agreement.
    \34\ See Section 2.1(a)(26). This change is consistent with the
original structure of CBSX under which a super majority could be
obtained with an affirmative vote of CBOE and two initial owners,
who all initially had ten (10%) percentage interests in CBSX.
---------------------------------------------------------------------------

B. NSX-2011-14

    NSX proposes to amend its Certificate of Incorporation and By-Laws
to reflect and address NSX's proposed new ownership pursuant to which
NSX will become wholly-owned by CBSX following the Transaction. In
addition, NSX is making several other changes to its governing
documents that are not directly related to the Transaction to update
and enhance the governing documents and generally make them consistent
with parallel provisions contained in the governing documents of other
SROs. Certain provisions of the current NSX By-Laws that are historic
in nature are also proposed to be deleted as no longer applicable.
    Except as described below, NSX's governing documents, rules, and
manner of operation, including restrictions on ownership and transfer,
registration as a national securities exchange under Section 6 of the
Act, and the continuance of NSX as an SRO \35\ will remain
unchanged.\36\
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    \35\ See 15 U.S.C. 78c(a)(26).
    \36\ See Securities Exchange Act Release No. 53963 (June 8,
2006), 71 FR 34660 (June 15, 2006) (SR-NSX-2006-03) (Commission
order approving NSX's demutualization).
---------------------------------------------------------------------------

    In addition, the NSX proposal also contains the CBSX Operating
Agreement, as revised in the contemporaneous rule filing CBOE-2011-107
and as described above, since provisions in the CBSX Operating
Agreement are relevant to NSX's structure and operations. The proposed
amendments to the NSX governing documents and the CBSX Operating
Agreement are intended to provide NSX with the authority and ability to
effectively fulfill its self-regulatory duties pursuant to the Act and
the rules promulgated thereunder. The proposed amendments also
modernize and enhance the ownership and voting limitations in order to
guard against undue influence over or interference with the NSX's
regulatory functions and fulfillment of its regulatory obligations
under the Act.
    The proposed Amended and Restated NSX Certificate of Incorporation
(the ``A&R Certificate'') and Second Amended and Restated NSX By-Laws
(the ``A&R By-Laws''), amended as described below, and NSX Rules (which
are proposed to remain unchanged) would continue to govern the
activities of NSX. These revised documents reflect NSX's status as a
wholly-owned subsidiary of CBSX, continued management of NSX by the NSX
Board of Directors (``NSX Board'') and designated officers, and the
NSX's continuing self-regulatory responsibilities pursuant to NSX's
registration under Section 6 of the Act.
    Currently, the NSX Board consists of thirteen director positions,
of which seven are Independent, three are ETP Holder, two are At Large,
and one is the NSX Chief Executive Officer. The Transaction
contemplates that all current Exchange directors and committee members,
including the Chief Executive Officer, will resign from the Board and
committees, as applicable, effective upon closing. At such time, the
vacancies on the Board and committees of the Board will be filled in
accordance with applicable procedures contained in the A&R By-Laws.
Candidates with the necessary qualifications will be appointed in
accordance with Sections 3 or 5, as applicable, of the A&R By-Laws to
fulfill the expired portion of any vacancies created by the
resignation. Thereafter, directors and committee members will be
nominated and elected in accordance with the A&R By-Laws.
1. Amended and Restated Certificate of Incorporation of NSX
    Under the proposed rule change, the requirement that NSX be at all
times wholly-owned by NSX Holdings is proposed to be changed to allow
for the consummation of the Transaction and acquisition of all of the
outstanding NSX stock by CBSX. To make clear that NSX will be entirely
owned by CBSX (regardless of whether outstanding NSX stock is voting or
non-voting), the proposed A&R Certificate would be modified in Article
IV to provide that, at all times, all of the outstanding stock of NSX
shall be owned by CBSX.
    In addition, new language is proposed to be added to Articles VII
and XI of the NSX Certificate of Incorporation designed to enable NSX
Board and the Commission to continue to exercise oversight of NSX. In
conformity with similar language in other governing documents of other
exchanges,\37\ NSX proposes to add a provision to each of Articles VII
and XI to make clear that before any amendment to, or repeal of, any
provision of the NSX By-Laws and/or Certificate of Incorporation shall
be effective, those changes shall be submitted to the NSX Board and, if
such amendment or repeal must be filed with or filed with and approved
by the Commission, then the proposed changes shall not become effective
until filed with or filed with and approved by the Commission.\38\ For
purposes of clarity regarding Commission approval of NSX proposed rule
changes, specific reference to Section 19 of the Act and the rules
promulgated thereunder is also introduced to Articles VII and XI.
---------------------------------------------------------------------------

    \37\ See, e.g., Article 6 of the Certificate of Incorporation of
EDGA Exchange, Inc. and Article 9 of the Certificate of
Incorporation of C2 Options Exchange, Inc.
    \38\ See A&R Certificate of Incorporation, Articles Seventh and
Eleventh.
---------------------------------------------------------------------------

    Finally, consistent with similar provisions in the governing
documents of other exchanges,\39\ the proposed A&R Certificate in
Article V is amended to allow directors (other than ETP Holder
Directors) to be removed with or without cause by a majority vote of
stockholders. This amendment is intended to promote efficient NSX
governance while continuing to protect and preserve the fair
representation of ETP Holders through the ETP Holder Director election
process contained in NSX's By-Laws.
---------------------------------------------------------------------------

    \39\ See A&R Certificate of Incorporation, Article Fifth, (b).
See also, e.g., Article II, Section 7(a) of the Amended and Restated
By-Laws of BATS Exchange, Inc. and Article II, Section 7(a) of the
Amended and Restated Bylaws of EDGA Exchange, Inc.
---------------------------------------------------------------------------

    The Commission believes that the proposed A&R Certificate, as
amended to accommodate the Transaction, is designed to facilitate the
NSX's ability to fulfill its self-regulatory obligations and are,
therefore, consistent with the Act. In particular, the Commission
believes the changes are consistent with Section 6(b)(1) of the
Act,\40\ which requires, among other things, that a national securities
exchange be so organized and have the capacity to carry out the
purposes of the Act, and to comply and enforce compliance by its
members and persons associated with its members, with the provisions of
the Act, the rules and regulations thereunder, and the rules of the
exchange.
---------------------------------------------------------------------------

    \40\ 15 U.S.C. 78f(b)(1).
---------------------------------------------------------------------------

2. Second Amended and Restated By-Laws of NSX
    Under the proposed rule change, due to the transfer of ownership of
NSX from NSX Holdings to CBSX, references in the NSX By-Laws specific
to NSX Holdings are proposed to be replaced with references to CBSX.
Specifically, Section 3.2(c) is proposed to be modified to provide that
no two or more directors of NSX may be partners, officers, or directors
of the same person or be affiliated with the same person, unless such
affiliation is with a national securities exchange or CBSX. In
addition, Section 10.2 is proposed to be modified to provide that in no
event shall members of the CBSX Board who are not also members of the
NSX Board,

or any officers, staff, counsel, or advisors of CBSX who are not also
officers, staff, counsel, or advisors of NSX (or any committees of
NSX), be allowed to participate in any meetings of the NSX Board (or
any committee of NSX) pertaining to the self-regulatory function of NSX
(including disciplinary matters). These amendments recognize CBSX as
direct owner of NSX while preserving a mechanism to prevent undue
influence over NSX's self-regulatory functions.
    In connection with the ownership of NSX by CBSX, new Section
10.1(b) will provide that, for so long as CBSX controls NSX, NSX shall
promptly inform the CBSX board of directors, in writing, in the event
that NSX has, or experiences, a deficiency related to its ability to
carry out its obligations as a national securities exchange under the
Act, including if NSX does not have or is not appropriately allocating
such financial, technological, technical, and personnel resources as
may be necessary or appropriate for NSX to meet its obligations under
the Act. This provision will assist the CBSX board in its oversight of
NSX, and will also assist CBOE, pursuant to CBOE Rule 2.50, in CBOE's
commitment, as a controlling owner of CBSX, to support NSX in the
fulfillment of NSX's role as an SRO.
    In addition, in conformity with the board composition provisions of
other SROs,\41\ certain NSX Board composition changes are proposed in
order to streamline and promote the efficiency and effectiveness of NSX
Board governance. Specifically, By-Law provisions regarding the number
of directors on the NSX Board are proposed to be amended to allow any
number between (and including) seven (7) and twenty-five (25). In
addition, the requirement that at least 50% of NSX Board members be
``Independent'' Directors is proposed to be replaced with a requirement
that at least 50% of NSX Board members be ``Non-Industry'' Directors,
at least one of whom must qualify as Independent.\42\ The category of
``At Large'' Directors, which under current By-Laws means directors who
are not Independent, is eliminated.\43\ Finally, the category of CBOE
Director, and corresponding provisions discussing CBOE ownership of
Class B stock and related Board representation, are proposed to be
deleted as obsolete.\44\
---------------------------------------------------------------------------

    \41\ See, e.g., Third Amended and Restated Bylaws of the C2
Options Exchange, Inc.; Second Amended and Restated By-Laws of CBOE;
Amended and Restated By-Laws of BATS Exchange, Inc.; and the Amended
and Restated Bylaws of EDGA Exchange, Inc.
    \42\ See A&R By-Laws Section 3.2 (Board composition
requirements) and 1.1 (definitions of ``Industry Director'' and
``Non-Industry Director''). See also e.g., Third Amended and
Restated Bylaws of the C2 Options Exchange, Inc., Article III,
Section 1; Second Amended and Restated Bylaws of the CBOE Article
III, Section 1; and the Amended and Restated By-Laws of BATS
Exchange, Inc., Article I.
    \43\ See A&R By-Laws Section 1.5 (definitions) and deletions to
current By-Laws in Sections 3.2(b) and 3.4(e).
    \44\ See deletions to current By-Laws in Sections 1.5, 3.2(b),
3.3, 3.4(d), 3.5(g) and 3.7.
---------------------------------------------------------------------------

    As a result, the proposed NSX Board composition after the closing
of the Transaction will consist of not fewer than seven (7) and not
more than twenty-five (25) directors \45\ and at all times shall
include the Chief Executive Officer of NSX, at least 50% Non-Industry
Directors (at least one of whom shall be an Independent Director), and
such number of ETP Holder Directors as is necessary to comprise at
least 20% of the NSX Board.\46\ For purposes of calculating the
percentage of Non-Industry Directors, the Chief Executive Officer of
NSX is excluded.\47\
---------------------------------------------------------------------------

    \45\ See A&R By-Laws Section 3.2(a).
    \46\ See A&R By-Laws Section 3.2(b). See also Third Amended and
Restated Bylaws of the C2 Options Exchange, Inc. Article III,
Section 3.1; Second Amended and Restated Bylaws of CBOE Section III,
Article 3.1; and the Amended and Restated By-Laws of BATS Exchange,
Inc., Article III, Section 2.
    \47\ See Third Amended and Restated Bylaws of the C2 Options
Exchange, Inc., Article III, Section 3.1; and Second Amended and
Restated Bylaws of the CBOE. Section III, Article 3.1.
---------------------------------------------------------------------------

    By-Law provisions relating to the terms of office of each type of
director are also amended from staggered three-year terms to one-year
terms (other than the CEO Director, which individual's term expires
upon ceasing to be Exchange Chief Executive Officer).\48\ NSX stated
that the change to annual from staggered three-year director terms,
which is consistent with provisions of other SROs,\49\ promotes
efficient Exchange governance and effective ETP Holder
representation.\50\
---------------------------------------------------------------------------

    \48\ See A&R By-Laws Section 3.4(a) through (e).
    \49\ See Third Amended and Restated Bylaws of the C2 Options
Exchange, Inc., Article III, Section 3.1; Second Amended and
Restated Bylaws of the CBOE Article III, Section 3.1.
    \50\ See NSX Notice, supra note 3, at 76 FR 75589.
---------------------------------------------------------------------------

    With respect to the filling of vacancies on the NSX Board,\51\ the
A&R By-Laws are proposed to be amended to differentiate the procedure
depending on whether the vacancy is of an ETP Holder Director or
another type of director. Under current NSX By-Laws, no such
distinction is made. NSX stated that it believes a distinction is
necessary in order to promote, in the event of a vacancy of an ETP
Holder Director, the fair representation of ETP Holders on the NSX
Board.\52\ For non-ETP Holder Directors, the A&R By-Laws provide,
consistent with current Exchange By-Laws, that any vacancy may be
filled by vote of a majority of the directors then in office, although
less than a quorum, or by a sole remaining director, provided such new
director qualifies for the category in which the vacancy exists. A
director elected to fill a vacancy shall hold office until the next
annual meeting of stockholders, subject to the election and
qualification of his or her successor and to his or her earlier death,
resignation, disqualification, or removal.\53\ Regarding the filling of
vacancies of ETP Holder Directors, the ETP Holder Director Nominating
Committee shall either recommend an individual to the NSX Board to be
elected to fill such vacancy or provide a list of recommended
individuals to the NSX Board from which the NSX Board shall elect the
individual to fill such vacancy. The NSX Board shall elect only
individuals recommended by the ETP Holder Director Nominating
Committee. The proposed amendments conform to analogous provisions of
the governance documents of another exchange.\54\
---------------------------------------------------------------------------

    \51\ See A&R By-Laws Section 3.7. See also Third Amended and
Restated Bylaws of the C2 Options Exchange, Inc., Article III,
Section 3.5; Second Amended and Restated Bylaws of the CBOE Section
III, Article 3.5; Amended and Restated By-Laws of BATS Exchange,
Inc., Article III, Section 6; and Amended and Restated Bylaws of
EDGA Exchange, Inc., Article III, Section 6.
    \52\ See NSX Notice, supra note 3, at 76 FR 75589.
    \53\ See A&R By-Laws Section 3.7(a)(i).
    \54\ See Third Amended and Restated Bylaws of the C2 Options
Exchange, Inc., Article III, Section 3.5.
---------------------------------------------------------------------------

    The Commission finds that the proposed changes regarding the
composition of the Board are consistent with the Act, including Section
6(b)(1) of the Act,\55\ which requires, among other things, that a
national securities exchange be organized to carry out the purposes of
the Act and comply with the requirements of the Act. The Commission
notes that the proposed changes are consistent with the board
composition provisions of other SROs.\56\
---------------------------------------------------------------------------

    \55\ 15 U.S.C. 78f(b)(1).
    \56\ See, e.g., Third Amended and Restated Bylaws of the C2
Options Exchange, Inc.; Second Amended and Restated By-Laws of CBOE;
Amended and Restated By-Laws of BATS Exchange, Inc.; and Amended and
Restated Bylaws of EDGA Exchange, Inc.
---------------------------------------------------------------------------

    Certain other edits are proposed to the current NSX By-Laws to
promote clarity and efficient governance. Such edits generally are
intended to conform NSX's governing documents to analogous provisions
contained in the governing documents of other exchanges.\57\
Specifically, in order to promote fair representation among all ETP
Holders,

A&R By-Laws Section 3.5(d) is proposed to be amended to provide that no
ETP Holder, together with its affiliates, may account for more than
fifty percent (50%) of the signatures endorsing a particular candidate,
and any signatures of such ETP Holder, together with its affiliates, in
excess of fifty percent (50%) limitation shall be disregarded.
Similarly, in order to promote fair representation among all ETP
Holders, in an election among ETP Holders of candidates for ETP Holder
Director, A&R By-Laws Section 3.5(e) is proposed to be amended to
provide that any vote must be cast for a person duly nominated on the
list of candidates and that no ETP Holder, together with its
affiliates, may account for more than twenty percent (20%) of the votes
cast for a candidate, and any votes cast by such ETP Holder, together
with its affiliates, in excess of such twenty percent (20%) limitation
shall be disregarded. These provisions are intended to guard against
the exercise of undue influence in the selection of ETP Holder
directors.
---------------------------------------------------------------------------

    \57\ See A&R By-Laws Section 3.5(d) and (e). See also, e.g.,
Amended and Restated By-Laws of BATS Exchange, Inc., Article III,
Section 4.
---------------------------------------------------------------------------

    In addition, the A&R By-Laws have been revised to include a fuller
description of the composition and authority of Exchange
committees.\58\ The description of the Executive Committee, which has
authority to act on behalf of the full NSX Board under certain
circumstances, is amended to clarify that the composition requirements
of such committee must mirror the requirements applicable to the full
Board.\59\ Regarding other Exchange committees, descriptions of the
duties and composition requirements are included for each of the ETP
Holder Director Nominating Committee, the Executive Compensation
Committee, the Audit Committee, the Governance and Nominating
Committee, the Appeals Committee, and the Business Conduct Committee.
Reference to a Securities Committee was deleted.
---------------------------------------------------------------------------

    \58\ See A&R By-Laws Sections 5.5 through 5.13. See also, e.g.,
Amended and Restated By-Laws of BATS Exchange, Inc., Article V,
Section 6, and Article VI, Section 2.
    \59\ See A&R By-Laws Section 5.5(a), which provides, in part,
that the Executive Committee at all times shall include the Chief
Executive Officer of NSX, at least 50% Non-Industry Directors, at
least one Independent Director and such number of ETP Holder
Directors as is necessary to comprise at least 20% of the Executive
Committee. See also, e.g., Amended and Restated By-Laws of BATS
Exchange, Inc., Article V, Section 6(e).
---------------------------------------------------------------------------

    Consistent with analogous provisions contained in the governing
documents of other exchanges, the procedures for amendments to NSX's
By-Laws are proposed to be amended to provide for NSX Board review and,
as necessary, Commission approval, prior to the effectiveness of any
amendments to the Exchange's By-Laws.\60\
---------------------------------------------------------------------------

    \60\ See A&R By-Laws Section 8.1. See also, e.g., Amended and
Restated By-Laws of BATS Exchange, Inc., Article IX, Section 1.
---------------------------------------------------------------------------

    Consistent with the proposed edits to the A&R Certificate and
similar provisions in the governing documents of other exchanges,\61\
the proposed A&R By-Laws are further proposed to be modified to allow
directors (other than ETP Holder Directors) to be removed with or
without cause by a majority vote of stockholders. This amendment,
consistent with a parallel proposed amendment to the NSX A&R
Certificate, is intended to promote efficient Exchange governance while
protecting the fair representation of ETP Holders through the ETP
Holder Director election process as set forth in the A&R By-Laws.
---------------------------------------------------------------------------

    \61\ See A&R By-Laws Section 3.8. See also, e.g., Article II,
Section 7(a) of the Amended and Restated By-Laws of BATS Exchange,
Inc.; and Article II, Section 7(a) of the Amended and Restated
Bylaws of EDGA Exchange, Inc.
---------------------------------------------------------------------------

    In addition, to clarify that the confidentiality provisions of
Section 10.3 may not be interpreted to limit Commission jurisdiction
over NSX books and records, a clarifying statement is proposed to be
added to A&R By-Laws Section 10.3 to provide that nothing in Section
10.3 shall be interpreted as to limit or impede the rights of the
Commission to access and examine Exchange confidential information
pursuant to the federal securities laws and the rules and regulations
thereunder, or to limit or impede the ability of any officers,
directors, employees, or agents of NSX to disclose such confidential
information to the Commission.\62\
---------------------------------------------------------------------------

    \62\ See A&R By-Laws Section 10.3.
---------------------------------------------------------------------------

    Finally, the proposed A&R By-Laws contain several other non-
substantive, conforming edits to the A&R By-Laws that are consistent
with the principles discussed above, as well as the Act and the rules
promulgated thereunder.\63\
---------------------------------------------------------------------------

    \63\ Non-substantive, conforming edits to the A&R By-Laws are
reflected in the following Sections of the A&R By-Laws: 3.2(d)
(clarifying that directors may not serve if subject to statutory
disqualification as such term is defined in the Act); 3.7(c)
(providing that any grace periods for re-qualification of a director
must be for only a reasonable length of time); 3.17(clarifying that
NSX Board authority to interpret Exchange By-Laws remains subject to
the Act); 5.2(clarifying that the composition requirements set forth
in description of each committee in Article V control, and that
responsibility for maintenance of committee composition in
connection with new committee appointments resides with the
Chairman); 5.6 (specifying that the Regulatory Oversight Committee
shall at all times be comprised entirely of Non-Industry Directors);
and 6.3 (clarifying that officer disqualification will terminate an
officer's term of office). Relevant definitions are also added to
Section 1.1.
---------------------------------------------------------------------------

C. Accelerated Approval

    The Commission finds good cause, pursuant to Section 19(b)(2) of
the Act,\64\ for approving each of the proposed rule changes prior to
the 30th day after the date of publication of notice in the Federal
Register. Both the NSX Notice and the CBOE Notice were published in the
Federal Register on December 2, 2011. Pursuant to Section
19(b)(2)(C)(iii) of the Act,\65\ the Commission may not approve a
proposed rule change earlier than 30 days after the date of publication
thereof unless the Commission finds good cause for so doing. In the
case of the CBOE and NSX proposals, the 30th day occurs in three days
and falls on a non-business day (a Sunday). Further, the comment period
on each proposal has closed, and the Commission has not received
comment on either proposal. In light of the Commission's findings that
the proposals are consistent with the Act, the Commission believes that
good cause exists to accelerate approval of each proposal by a few days
in order to accommodate the closing of the Transaction in calendar year
2011.
---------------------------------------------------------------------------

    \64\ 15 U.S.C. 78s(b)(2).
    \65\ 15 U.S.C. 78s(b)(2)(C)(iii).
---------------------------------------------------------------------------

IV. Conclusion

    For the foregoing reasons, the Commission finds that each of the
proposed rule changes are consistent with the Act and the rules and
regulations thereunder applicable to a national securities exchange.
    It is therefore ordered, pursuant to Section 19(b)(2) of the
Act,\66\ that the proposed rule changes (SR-CBOE-2011-107 and SR-NSX-
2011-14) be and hereby are approved on an accelerated basis.
---------------------------------------------------------------------------

    \66\ 15 U.S.C. 78s(b)(2).

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\67\
---------------------------------------------------------------------------

    \67\ 17 CFR 200.30-3(a)(12).

Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2011-33826 Filed 1-4-12; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register: March 1, 2010 (Volume 75, Number 39)]
[Rules and Regulations]
[Page 9103-9105]
[DOCID:fr01mr10-10]

=======================================================================
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ENVIRONMENTAL PROTECTION AGENCY

40 CFR Part 52

[EPA-R05-OAR-2009-0964; FRL-9116-8]

Approval and Promulgation of Air Quality Implementation Plans;
Illinois; NOX Budget Trading Program

AGENCY: Environmental Protection Agency (EPA).

ACTION: Direct final rule.

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

SUMMARY: EPA is approving a revision to the Illinois State
Implementation Plan (SIP) that would terminate the provisions of the
Nitrogen Oxides (NOX) Budget Trading Program that apply to
electric generating units. EPA is no longer operating the
NOX Budget Trading Program as a compliance option under the
NOX SIP Call. These sources are now subject to provisions in
a newer set of approved Illinois rules that address EPA's Clean Air
Interstate Rule (CAIR). For these reasons, the sunset of the
NOX Budget Trading Program for these sources merely
deactivates duplicative rule language.

DATES: This direct final rule will be effective April 30, 2010, unless
EPA receives adverse comments by March

31, 2010. If adverse comments are received, EPA will publish a timely
withdrawal of the direct final rule in the Federal Register informing
the public that the rule will not take effect.

ADDRESSES: Submit your comments, identified by Docket ID Number EPA-
R05-OAR-2009-0964 by one of the following methods:
    1. http://www.regulations.gov: Follow the on-line instructions for
submitting comments.
    2. E-mail<EMAIL_ADDRESS>    3. Fax:<PHONE_NUMBER>.
    4. Mail: Genevieve Damico, Acting Chief, Criteria Pollutant
Section, Air Programs Branch (AR-18J), U.S. Environmental Protection
Agency, 77 West Jackson Boulevard, Chicago, Illinois 60604.
    5. Hand Delivery: Genevieve Damico, Acting Chief, Criteria
Pollutant Section, Air Programs Branch (AR-18J), U.S. Environmental
Protection Agency, 77 West Jackson Boulevard, Chicago, Illinois 60604.
Such deliveries are only accepted during the Regional Office normal
hours of operation, and special arrangements should be made for
deliveries of boxed information. The Regional Office official hours of
business are Monday through Friday, 8:30 a.m. to 4:30 p.m., excluding
Federal holidays.
    Instructions: Direct your comments to Docket ID No. EPA-R05-OAR-
2009-0964. EPA's policy is that all comments received will be included
in the public docket without change, and may be made available online
at http://www.regulations.gov, including any personal information
provided, unless the comment includes information claimed to be
Confidential Business Information (CBI) or other information whose
disclosure is restricted by statute. Do not submit information that you
consider to be CBI or otherwise protected through http://
www.regulations.gov or e-mail. The http://www.regulations.gov Web site
is an ``anonymous access'' system, which means EPA will not know your
identity or contact information unless you provide it in the body of
your comment. If you send an e-mail comment directly to EPA without
going through http://www.regulations.gov, your e-mail address will be
automatically captured and included as part of the comment that is
placed in the public docket and made available on the Internet. If you
submit an electronic comment, EPA recommends that you include your name
and other contact information in the body of your comment and with any
disk or CD-ROM you submit. 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 and any form of encryption and should be
free of any defects or viruses.
    Docket: All documents in the electronic docket are listed in the
http://www.regulations.gov index. Although listed in the index, some
information is not publicly available, i.e., CBI or other information
whose disclosure is restricted by statute. Certain other material, such
as copyrighted material, is not placed on the Internet and will be
publicly available only in hard copy form. Publicly available docket
materials are available either electronically in http://
www.regulations.gov or in hard copy during normal business hours at the
Air and Radiation Division, U.S. Environmental Protection Agency,
Region 5, 77 West Jackson Boulevard, Chicago, IL 60604. This facility
is open from 8:30 a.m. to 4:30 p.m., Monday through Friday, excluding
Federal holidays. We recommend that you telephone John Summerhays,
Environmental Scientist, at<PHONE_NUMBER>, before visiting the Region
5 office.

FOR FURTHER INFORMATION CONTACT: John Summerhays,<PHONE_NUMBER>, or by
e-mail at<EMAIL_ADDRESS>
SUPPLEMENTARY INFORMATION:
    This supplementary information section is arranged as follows:

I. Review of State's Submittal
II. Final Action
III. Statutory and Executive Order Reviews

I. Review of State's Submittal

    On December 7, 2009, Illinois submitted a rule revision to EPA for
the sunset of 35 Illinois Administrative Code (IAC) 217 Subpart W,
which sets requirements for electric generating units (EGUs) in the
NOX Budget Trading Program. These sources are now subject to
requirements of rules adopted pursuant to CAIR (in 35 IAC 225) and
approved by EPA on October 16, 2007, which supersede 35 IAC 217 Subpart
W.
    Illinois' revision would add 35 IAC 217.751, the full text of which
is:

    The provisions of this Subpart W shall not apply for any control
period in 2009 or thereafter. Noncompliance with the provisions of
this Subpart that occurred prior to 2009 is subject to the
applicable provisions of this Subpart.

    The NOX Budget Trading Program was mandated under a rule
commonly known as the NOX SIP Call, published on October 27,
1998, at 63 FR 57356, with subsequent amendments. Subsequently, EPA
promulgated a similar set of requirements in CAIR, published May 12,
2005, at 70 FR 25162. Illinois adopted and submitted rules in 35 IAC
225 that addressed CAIR which, among other provisions, required EGUs to
participate in the CAIR NOX Ozone Season Trading Program.
This latter program has largely superseded the NOX Budget
Trading Program. Indeed, EPA no longer offers the NOX Budget
Trading Program as an option to meet the requirements of the
NOX SIP Call, and EPA encourages states to clarify their
regulatory requirements by terminating provisions established with the
NOX Budget Trading Program that have been superseded by
provisions established pursuant to CAIR.\1\ EPA approved the pertinent
Illinois rules of 35 IAC 225 on October 16, 2007, at 72 FR 58528. These
rules fully supersede the requirements applicable to EGUs in 35 IAC 217
Subpart W with respect to ozone seasons of 2009 and beyond, and so EPA
finds that the sunset of the Subpart W requirements (except to the
extent that any enforcement actions for noncompliance prior to 2009
remain pending) is fully approvable.
---------------------------------------------------------------------------

    \1\ EPA was sued by a number of parties on various aspects of
CAIR, and on July 11, 2008, the U.S. Court of Appeals for the
District of Columbia Circuit issued its decision to vacate and
remand both CAIR and the associated CAIR FIPs in their entirety.
North Carolina v. EPA, 531 F.3d 836 (D.C. Cir. Jul. 11, 2008).
However, in response to EPA's petition for rehearing, the Court
issued an order remanding CAIR to EPA without vacating either CAIR
or the CAIR FIPs. North Carolina v. EPA, 550 F.3d 1176 (D.C. Cir.
Dec. 23, 2008). The Court thereby left CAIR in place in order to
``temporarily preserve the environmental values covered by CAIR''
until EPA replaces it with a rule consistent with the Court's
opinion. Id. at 1178. The Court directed EPA to ``remedy CAIR's
flaws'' consistent with its July 11, 2008, opinion, but declined to
impose a schedule on EPA for completing that action. Id.
---------------------------------------------------------------------------

    Under the NOX Budget Trading Program, an excess
emissions penalty assessed for the 2008/2009 control periods requires
the deduction of allowances from a subsequent control period.
Generally, no NOX Budget Trading Program allowances will be
allocated for the 2009 control period and thereafter. Therefore, if any
such excess emissions penalty is to be imposed, the Administrator will
deduct CAIR NOX Ozone Season allowances allocated for a
subsequent control period.

II. Final Action

    EPA is approving 35 IAC 217.751. This paragraph terminates the
provisions of 35 IAC 217 Subpart W, which sets requirements for EGUs
pursuant to the NOX SIP Call, since these requirements have
been

superseded by requirements pursuant to CAIR. The sunset of these
provisions takes effect with the 2009 ozone season, except that the
provisions remain in effect for purposes of addressing noncompliance
with Subpart W prior to 2009.
    We are publishing this action without prior proposal because we
view this as a noncontroversial amendment and anticipate no adverse
comments. However, in the proposed rules section of this Federal
Register publication, we are publishing a separate document that will
serve as the proposal to approve the state plan if relevant adverse
written comments are filed. This rule will be effective April 30, 2010
without further notice unless we receive relevant adverse written
comments by March 31, 2010. If we receive such comments, we will
withdraw this action before the effective date by publishing a
subsequent document that will withdraw the final action. All public
comments received will then be addressed in a subsequent final rule
based on the proposed action. EPA will not institute a second comment
period. Any parties interested in commenting on this action should do
so at this time. If we do not receive any comments, this action will be
effective April 30, 2010.

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 Clean Air 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, as appropriate, disproportionate human health or environmental
effects, using practicable 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 April 30, 2010. 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, Nitrogen dioxide, Ozone, Particulate matter, Reporting and
recordkeeping requirements, Sulfur oxides.

    Dated: February 10, 2010.
Walter W. Kovalick, Jr.,
Acting Regional Administrator, Region 5.

0
For the reasons stated in the preamble, part 52, chapter I, of title 40
of the Code of Federal Regulations is amended as follows:

PART 52--[AMENDED]

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

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

Subpart O--Illinois

0
2. Section 52.740 is amended by adding paragraph (c)(185), to read as
follows:

Sec.  52.720  Identification of plan.

* * * * *
    (c) * * *
    (185) On December 7, 2009, Illinois submitted a rule for the sunset
of the provisions of 35 IAC 217 Subpart W, regulating electric
generating unit participation in the NOX Budget Trading
Program, since these provisions have been superseded by provisions
established pursuant to the Clean Air Interstate Rule.
    (i) Incorporation by reference. The Illinois rule at 35 IAC
217.751, entitled ``Sunset Provisions,'' submitted on December 7, 2009,
effective on November 2, 2009, is incorporated by reference.

[FR Doc. 2010-4088 Filed 2-26-10; 8:45 am]
BILLING CODE 6560-50-P


[Federal Register: January 26, 2007 (Volume 72, Number 17)]
[Notices]
[Page 3891-3892]
[DOCID:fr26ja07-156]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-55131; File No. SR-NASDAQ-2006-066]

Self-Regulatory Organizations; The NASDAQ Stock Market LLC;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To
Reduce Risk Management Service Fees

January 19, 2007.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act'')\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that
on December 29, 2006, The NASDAQ Stock Market LLC (``Nasdaq'') 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 Nasdaq. Nasdaq filed the proposal pursuant
to Section 19(b)(3)(A)(ii) of the Act \3\ and Rule 19b-4(f)(2) \4\
thereunder, as establishing or changing a member due, fee, or other
charge, which renders the proposed rule change effective upon filing
with the Commission. The Commission is publishing this notice to
solicit comments on the proposed rule change from interested persons.
---------------------------------------------------------------------------

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

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

    Nasdaq proposes to reduce the fees charged for Nasdaq's Risk
Management Service (``Service''). Nasdaq will implement the proposed
rule change immediately. The text of the proposed rule change is
available at Nasdaq, http://www.nasdaq.com, and 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, Nasdaq 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. Nasdaq 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 Service provides clearing brokers with a view of their
correspondents' trading activity, notification when pre-set trading
limits have been breached and the ability to prevent certain trades
from locking in and clearing when the pre-set limits have been
exceeded.
    Currently, Nasdaq imposes a fee on clearing firms that use the
Service of $17.25 per month for each correspondent executing broker
monitored by Nasdaq, and a per-trade fee of $0.035.\5\ The total amount
of Service fees per month for an individual clearing firm is currently
capped at $10,000.
---------------------------------------------------------------------------

    \5\ This fee amount is incorrectly reflected in Nasdaq's rules
as $0.0035 per trade, as the result of an inadvertent error
occurring when the fee schedule at issue was transferred into the
Nasdaq rule book as part of Nasdaq's exchange registration process.
At all relevant times, Nasdaq has imposed the specific Commission-
approved fee rate of $0.035 per trade level, which is now being
reduced to $0.025 with the instant proposed rule change.
---------------------------------------------------------------------------

    With the instant proposed rule change, Nasdaq proposes to reduce
the per trade fee for the Service to $0.025, and cap the per month
total Service fee per clearing firm at $7,500. Nasdaq believes that
these fee reductions will ensure that Nasdaq's charges for risk
management services remain competitive with charges of other providers
of similar services.
2. Statutory Basis
    Nasdaq believes that the proposed rule change is consistent with
the provisions of Section 6 of the Act,\6\ in general, and with Section
6(b)(4) of the Act,\7\ in particular, in that it provides for the
equitable allocation of reasonable dues, fees and other charges among
members and issuers and other persons using any facility or system
which Nasdaq operates or controls.
---------------------------------------------------------------------------

    \6\ 15 U.S.C. 78f.
    \7\ 15 U.S.C. 78f(b)(4).
---------------------------------------------------------------------------

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

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

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 proposed rule change has become effective upon filing
with the Commission pursuant to Section 19(b)(3)(A)(ii) of the Act \8\
and Rule 19b-4(f)(2) thereunder,\9\ in that the proposed rule change
establishes or changes a member due, fee, or other charge imposed by
the self-regulatory organization. At any time within 60 days of the
filing of the proposed rule change, the Commission may summarily
abrogate 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.
---------------------------------------------------------------------------

    \8\ 15 U.S.C. 78s(b)(3)(A)(ii).
    \9\ 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 e-mail to<EMAIL_ADDRESS>Please include

File Number SR-NASDAQ-2006-066 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-NASDAQ-2006-066. This
file number should be included on the subject line if e-mail is used.
To help the Commission process and review your comments more
efficiently, please use only one method. The Commission will post all
comments on the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml
). Copies of the submission, all subsequent amendments,

all written statements with respect to the proposed rule change that
are filed with the Commission, and all written communications relating
to the proposed rule change between the Commission and any person,
other than those that may be withheld from the public in accordance
with the provisions of 5 U.S.C. 552, will be available for inspection
and copying in the Commission's Public Reference Room. Copies of such
filing also will be available for inspection and copying at the
principal office of Nasdaq.
    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-NASDAQ-2006-
066 and should be submitted on or before February 16, 2007.

    For the Commission, by the Division of Market Regulation,
pursuant to delegated authority.\10\
---------------------------------------------------------------------------

    \10\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Florence E. Harmon,
Deputy Secretary.
 [FR Doc. E7-1224 Filed 1-25-07; 8:45 am]

BILLING CODE 8011-01-P


[Federal Register: May 16, 2008 (Volume 73, Number 96)]
[Notices]
[Page 28452]
[DOCID:fr16my08-62]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

[Docket No. CP08-164-000]

Tennessee Gas Pipeline Company; Notice of Request Under Blanket
Authorization

May 7, 2008.
    Take notice that on April 21, 2008, Tennessee Gas Pipeline Company
(Tennessee), 1001 Louisiana, Houston, Texas 77002, filed in Docket No.
CP08-164-000, a prior notice request pursuant to sections 157.205 and
157.216 of the Federal Energy Regulatory Commission's regulations under
the Natural Gas Act for authorization to abandon by sale to Sea Robin
Pipeline Company (Sea Robin), offshore pipelines designated as Line
Nos. 524X-100 and 524X-200 and Tennessee's ownership interest in Line
No. 524X-1600, located in offshore Louisiana, all as more fully set
forth in the application, which is on file with the Commission and open
to public inspection. The filing may also be viewed on the Web at
http://www.ferc.gov using the ``eLibrary'' link. Enter the docket
number excluding the last three digits in the docket number field to
access the document. For assistance, contact FERC at
<EMAIL_ADDRESS>or call toll-free,<PHONE_NUMBER> or TTY,
(202) 502-8659.
    Specifically, Tennessee proposes to abandon by sale to Sea Robin,
Tennessee's remaining portion of Line No. 524X-100, consisting of a
sub-sea tap assembly on a Sea Robin pipeline and approximately 120 feet
of twelve-inch diameter pipeline; Line No. 524X-200, consisting of
approximately 7.3 miles of twelve-inch diameter lateral pipeline with
associated appurtenances; and Tennessee's ownership interest, 8.17%, in
Line No. 524X-1600. Tennessee states that Sea Robin cooperated in a
plan to return Line Nos. 524X-200 and 524X-1600 to service by allowing
a new interconnection to its system. Tennessee asserts that because
Tennessee provides comprehensive receipt and delivery points for
interruptible shippers, contracts between Tennessee and its customers
will not be impacted by the sale.
    Any questions regarding the application should be directed to Jay
V. Allen, Senior Counsel, Tennessee Gas Pipeline Company, 1001
Louisiana, Houston, Texas 77002, at<PHONE_NUMBER> or fax (713) 420-
1601 or Juan Eligio, Analyst, Certificates & Regulatory Compliance, at
(713) 420-3294 or fax<PHONE_NUMBER>.
    Any person or the Commission's Staff may, within 60 days after the
issuance of the instant notice by the Commission, file pursuant to Rule
214 of the Commission's Procedural Rules (18 CFR 385.214) a motion to
intervene or notice of intervention and, pursuant to section 157.205 of
the Commission's Regulations under the Natural Gas Act (NGA) (18 CFR
157.205) a protest to the request. If no protest is filed within the
time allowed therefore, the proposed activity shall be deemed to be
authorized effective the day after the time allowed for protest. If a
protest is filed and not withdrawn within 30 days after the time
allowed for filing a protest, the instant request shall be treated as
an application for authorization pursuant to section 7 of the NGA.
    The Commission strongly encourages electronic filings of comments,
protests, and interventions via the Internet in lieu of paper. See 18
CFR 385.2001(a)(1)(iii) and the instructions on the Commission's Web
site (www.ferc.gov) under the ``e-Filing'' link.

Kimberly D. Bose,
Secretary.
[FR Doc. E8-10958 Filed 5-15-08; 8:45 am]

BILLING CODE 6717-01-P


[Federal Register Volume 85, Number 231 (Tuesday, December 1, 2020)]
[Notices]
[Pages 77203-77204]
[FR Doc No: 2020-26444]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

Combined Notice of Filings

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

    Docket Numbers: RP21-170-001.
    Applicants: Texas Eastern Transmission, LP.
    Description: Tariff Amendment: TETLP ASA DEC 2020 Amendment Filing
to be effective 12/1/2020.
    Filed Date: 11/20/20.
    Accession Number: 20201120-5000.
    Comments Due: 5 p.m. ET 12/2/20.

    Docket Numbers: RP21-234-000.
    Applicants: Texas Eastern Transmission, LP.
    Description: Sec.  4(d) Rate Filing: TETLP 2020 ASA Settlement--
Compliance Filing to be effective 12/1/2020.
    Filed Date: 11/20/20.
    Accession Number: 20201120-5018.
    Comments Due: 5 p.m. ET 12/2/20.

    Docket Numbers: RP21-236-000.
    Applicants: Equitrans, L.P.
    Description: Sec.  4(d) Rate Filing: Expired Negotiated Rate
Agreement--Eclipse Resources Marketing LP to be effective 12/21/2020.
    Filed Date: 11/20/20.
    Accession Number: 20201120-5041.
    Comments Due: 5 p.m. ET 12/2/20.

    Docket Numbers: RP21-237-000.
    Applicants: Tennessee Gas Pipeline Company, L.L.C.
    Description: Compliance filing Cashout Report 2019-2020.
    Filed Date: 11/20/20.
    Accession Number: 20201120-5055.
    Comments Due: 5 p.m. ET 12/2/20.

    Docket Numbers: RP21-238-000.
    Applicants: Columbia Gas Transmission, LLC.
    Description: Sec.  4(d) Rate Filing: SWN Negot. Rate & Non-
Conforming Agmt. to be effective 12/1/2020.

    Filed Date: 11/20/20.
    Accession Number: 20201120-5109.
    Comments Due: 5 p.m. ET 12/2/20.

    Docket Numbers: RP21-239-000.
    Applicants: UGI Mt. Bethel Pipeline Company, LLC.
    Description: Annual Report on Operational Sales and Purchases of
UGI Mt. Bethel Pipeline, LLC under RP21-239.
    Filed Date: 11/20/20.
    Accession Number: 20201120-5130.
    Comments Due: 5 p.m. ET 12/2/20.

    Docket Numbers: RP21-240-000.
    Applicants: UGI Sunbury, LLC.
    Description: Operational Purchases and Sales Report of UGI Sunbury,
LLC under RP21-240.
    Filed Date: 11/20/20.
    Accession Number: 20201120-5181.
    Comments Due: 5 p.m. ET 12/2/20.

    Docket Numbers: RP21-241-000.
    Applicants: Southern Star Central Gas Pipeline, Inc.
    Description: Compliance filing Annual Cash-Out Activity Report
2020.
    Filed Date: 11/20/20.
    Accession Number: 20201120-5205.
    Comments Due: 5 p.m. ET 12/2/20.

    Docket Numbers: RP21-231-001.
    Applicants: El Paso Natural Gas Company, L.L.C.
    Description: Tariff Amendment: Amendment to Negotiated Rate
Agreement Update (Pioneer) to be effective 1/1/2021.
    Filed Date: 11/23/20.
    Accession Number: 20201123-5100.
    Comments Due: 5 p.m. ET 12/7/20.

    Docket Numbers: RP21-242-000.
    Applicants: Wyoming Interstate Company, L.L.C.
    Description: Sec.  4(d) Rate Filing: Non-Conforming Agreements
Filing (Citadel/Mieco/Spotlight/Tenaska/Williams) to be effective 1/1/
2021.
    Filed Date: 11/23/20.
    Accession Number: 20201123-5033.
    Comments Due: 5 p.m. ET 12/7/20.

    Docket Numbers: RP21-243-000.
    Applicants: National Fuel Gas Supply Corporation.
    Description: Compliance filing TSCA--Informational Filing (November
2020).
    Filed Date: 11/23/20.
    Accession Number: 20201123-5082.
    Comments Due: 5 p.m. ET 12/7/20.

    Docket Numbers: RP21-245-000.
    Applicants: Gas Transmission Northwest LLC.
    Description: Annual Fuel Charge Adjustment of Gas Transmission
Northwest LLC under RP21-245.
    Filed Date: 11/23/20.
    Accession Number: 20201123-5199.
    Comments Due: 5 p.m. ET 12/7/20.

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

    Dated: November 24, 2020.
Nathaniel J. Davis, Sr.,
Deputy Secretary.
[FR Doc. 2020-26444 Filed 11-30-20; 8:45 am]
BILLING CODE 6717-01-P