[Federal Register Volume 79, Number 50 (Friday, March 14, 2014)]
[Notices]
[Pages 14562-14563]
[FR Doc No: 2014-05595]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-71672; File No. SR-MIAX-2014-10]

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 10, 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 27, 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 amend the MIAX Option Fee
Schedule (``Fee Schedule'') to specify the frequency with which the
Exchange may change the Options Regulatory Fee (``ORF'').\3\
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    \3\ The Commission notes that MIAX also is proposing to increase
the ORF from $0.0040 per contract to $0.0045 per contract.
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    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 the Fee Schedule (i) to increase the
ORF from $0.0040 per contract to $0.0045 per contract; and (ii) to
specify the frequency with which the Exchange may change the ORF. The
Exchange proposes to increase the ORF in light of increased regulatory
costs and expected volume levels in 2014. The filing is based on the
substantially similar filings filed by NYSE Arca, Inc and NYSE MKT
LLC.\4\ The proposed fee change would be operative on April 1, 2014.
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    \4\ See Securities Exchange Act Release Nos. 70500 (September
25, 2013), 78 FR 60361 (October 1, 2013) (SR-NYSEArca-2013-91);
70499 (September 25, 2013), 78 FR 60362 (October 1, 2013) (SR-
NYSEMKT-2013-76).
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    The Exchange proposes to increase the ORF from $0.0040 per contract
to $0.0045 per contract in light of increased regulatory costs and
expected volume levels in 2014. The ORF is assessed by the Exchange on
each Member for all options transactions executed or cleared by the
Member that are cleared by The Options Clearing Corporation (``OCC'')
in the customer range (i.e., transactions that clear in the customer
account of the Member's clearing firm at OCC) regardless of the
exchange on which the transaction occurs. The fee is collected
indirectly from Members through their clearing firms by OCC on behalf
of the Exchange. The dues and fees paid by Members go into the general
funds of the Exchange, a portion of which is used to help pay the costs
of regulation. The ORF is designed to recover a material portion of the
costs to the Exchange of the supervision and regulation of Member
customer options business, including performing routine surveillances,
investigations, examinations, financial monitoring, as well as policy,
rulemaking, interpretive and enforcement activities. The Exchange
believes that revenue generated from the ORF, when combined with all of
the Exchange's other regulatory fees and fines, will cover a material
portion, but not all, of the Exchange's regulatory costs. The Exchange
notes that its regulatory responsibilities with respect to Member
compliance with options sales practice rules have largely been
allocated to FINRA under a 17d-2 agreement. The ORF is not designed to
cover the cost of that options sales practice regulation. The Exchange
will continue to monitor the amount of revenue collected from the ORF
to ensure that it, in combination with its other regulatory fees and
fines, does not exceed the Exchange's total regulatory costs. If the
Exchange determines regulatory revenues exceed regulatory costs, the
Exchange will adjust the ORF by submitting a fee change filing to the
Commission.
    In response to industry feedback requesting greater certainty as to
when ORF changes may occur, the Exchange proposes to specify in the Fee
Schedule that the Exchange may only increase or decrease the ORF semi-
annually, and any such fee change will be effective on the first
business day of February or August. In addition to submitting a
proposed rule change to the Commission as required by the Act to
increase or decrease the ORF, the Exchange will notify participants via
a Regulatory Circular of any anticipated change in the amount of the
fee at least 30 calendar days prior to the effective date of the
change. The Exchange believes that by providing guidance on the timing
of any changes to the ORF, the Exchange would make it easier for
participants to ensure their systems are configured to properly account
for the ORF.
    The proposed change is not intended to address any other issues,
and the Exchange is not aware of any problems that Members would have
in complying with the proposed change.
2. Statutory Basis
    The Exchange believes that its proposal to amend its fee schedule
is consistent with Section 6(b) of the Act \5\ in general, and furthers
the objectives of Section 6(b)(4) of the Act \6\ in particular, in that
it is an equitable allocation of reasonable fees and other charges
among Exchange members.
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    \5\ 15 U.S.C. 78f(b).
    \6\ 15 U.S.C. 78f(b)(4).
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    The Exchange believes the proposed fee change is reasonable because
it would help the Exchange offset increased regulatory expenses, but
would not result in total regulatory revenue exceeding total regulatory
costs. Moreover, the Exchange believes the ORF ensures fairness by
assessing higher fees to those Members that require more Exchange
regulatory services based on the amount of customer options business
they conduct. Regulating customer trading activity is much more labor
intensive and requires greater expenditure of human and technical
resources than regulating non-customer trading activity, which tends to
be more automated and less labor-intensive. As a result, the costs
associated with

administering the customer component of the Exchange's overall
regulatory program are materially higher than the costs associated with
administering the noncustomer component (e.g., Member proprietary
transactions) of its regulatory program. The Exchange believes that the
proposed change to limit changes to the ORF to twice a year on specific
dates with advance notice is reasonable because it will give
participants certainty on the timing of changes, if any, and better
enable them to properly account for ORF charges among their customers.
The Exchange believes that the proposed change is equitable and not
unfairly discriminatory because it will apply in the same manner to all
Members that are subject to the ORF and provide them with additional
advance notice of changes to that fee.

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 proposed change is not
intended to address a competitive issue but rather to provide Members
with better notice of any change that the Exchange may make to the ORF.
In any event, because competitors are free to modify their own fees and
credits in response, and because market participants may readily adjust
their trading practices, the Exchange believes that the degree to which
fee or credit changes in this market may impose any burden on
competition is extremely limited. As a result of all of these
considerations, the Exchange does not believe that the proposed change
will impair the ability of Members or competing order execution venues
to maintain their competitive standing in the financial markets.

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.\7\ 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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    \7\ 15 U.S.C. 78s(b)(3)(A)(ii).
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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-2014-10 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-2014-10. 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-2014-10, and should be
submitted on or before April 4, 2014.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\8\
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    \8\ 17 CFR 200.30-3(a)(12).
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Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2014-05595 Filed 3-13-14; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register Volume 78, Number 31 (Thursday, February 14, 2013)]
[Notices]
[Pages 10651-10652]
[FR Doc No: 2013-03408]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-68877; File No. SR-EDGA-2013-07]

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

February 8, 2013.
    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 January 31, 2013, EDGA Exchange, Inc. (the ``Exchange'' or
``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.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

    The Exchange proposes to amend its 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 www.directedge.com, at the Exchange's principal
office, and at the Public Reference Room of the Commission.
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    \3\ As defined in Exchange Rule 1.5(n).
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II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, the 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
    The Exchange currently assesses a charge of $0.0003 per share for
Members' orders that yield Flag RY. The Exchange proposes to increase
the rate it charges for Flag RY from $0.0003 per share to $0.0005 per
share for Members' orders that route to the BATS Y-Exchange, Inc.
(``BATS BYX'') and add liquidity. This proposed change represents a
pass through of the rate that Direct Edge ECN LLC (d/b/a DE Route)
(``DE Route''), the Exchange's affiliated routing broker dealer, is
charged for routing orders to BATS BYX that do not qualify for
additional volume tiered discounts, as described in BATS BYX's fee
filing with the Securities and Exchange Commission.\4\
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    \4\ See Securities Exchange Act Release No. 68665 (January 16,
2013), 78 FR 4946 (January 23, 2013) (SR-BYX-2013-001).
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    The Exchange proposes to implement these amendments to its fee
schedule on February 1, 2013.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent
with the objectives of Section 6 of the Act,\5\ in general, and
furthers the objectives of Section 6(b)(4),\6\ in particular, as it is
designed to provide for the equitable allocation of reasonable dues,
fees and other charges among its Members and other persons using its
facilities.
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    \5\ 15 U.S.C. 78f.
    \6\ 15 U.S.C. 78f(b)(4).
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    The Exchange's proposed fee increase for Flag RY represents a pass-
through rate where BATS BYX charges DE Route $0.0005 per share for
Members' orders that route to BATS BYX through DE Route and add
liquidity, and then DE Route charges the Exchange $0.0005 per share,
and then the Exchange charges its Members $0.0005 per share. The
Exchange's proposal represents an equitable allocation of reasonable
dues, fees, and other charges among Members of the Exchange and other
persons using its facilities because the Exchange does not levy
additional fees or offer additional rebates for orders that it routes
to BATS BYX through DE Route. Prior to BATS BYX's January 2013 fee
filing, BATS BYX charged DE Route a fee of $0.0003 per share for orders
yielding Flag RY, which DE Route passed through to the Exchange and the
Exchange passed through to its Members. In BATS BYX's January 2013 fee
filing, BATS BYX increased the rate it charges its customers, such as
DE Route, from $0.0003 per share to a charge of $0.0005 per share for
orders that are routed to BATS BYX and add liquidity. Therefore, the
Exchange believes that the proposed change in Flag RY from a fee of
$0.0003 per share to a fee of $0.0005 per share is equitable and
reasonable because it accounts for the pricing changes on BATS BYX. In
addition, the proposal allows the Exchange to continue to charge its
Members a pass-through rate for orders that are routed to BATS BYX and
add liquidity using DE Route. The Exchange notes that routing through
DE Route is voluntary. Lastly, the Exchange also believes that the
proposed amendment is non-discriminatory because it applies uniformly
to all Members.
    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.
    Regarding Flag RY, the Exchange believes its proposal to assess a
charge of $0.0005 per share increases competition among trading centers
because it offers customers an alternative means to route to BATS BYX
and add liquidity for the same price as entering orders on BATS BYX
directly. The Exchange believes that its proposal will have no burden
on intramarket competition because the rate applies uniformly to all
Members.

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)(A) of the Act \7\ and Rule 19b-4(f)(2) \8\ 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.
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    \7\ 15 U.S.C. 78s(b)(3)(A).
    \8\ 17 CFR 19b-4(f)(2)[sic].
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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-2013-07 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-2013-07. 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-2013-07 and should be
submitted on or before March 7, 2013.
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    \9\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\9\
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2013-03408 Filed 2-13-13; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register: May 1, 2006 (Volume 71, Number 83)]
[Notices]
[Page 25621-25623]
[DOCID:fr01my06-94]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-53702; File No. SR-NSX-2005-09]

Self-Regulatory Organizations; National Stock Exchange; Order
Granting Approval of Proposed Rule Change and Notice of Filing and
Order Granting Accelerated Approval to Amendment Nos. 1 and 2 Thereto
to Amend Exchange Delisting Rules to Conform to Recent Amendments to
Commission Rules Regarding Removal from Listing and Withdrawal from
Registration

 April 21, 2006.

I. Introduction

    On October 24, 2005, the National Stock Exchange (``NSX'' or
``Exchange'') filed with the Securities and Exchange Commission
(``SEC'' or ``Commission''), pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934 (``Act'') \1\ and Rule 19b-4
thereunder,\2\ a proposed rule change to amend Exchange delisting rules
to conform to recent amendments to Commission rules regarding removal
from listing and withdrawal from registration. The proposed rule change
was published for comment in the Federal Register on March 22, 2006.\3\
No comments were received regarding the proposal. On March 23, 2006,
NSX filed Amendment No. 1 to the proposed rule change.\4\ On April 12,
2006, NSX filed Amendment No. 2 to the proposed rule change.\5\ This
order approves the proposed rule change, publishes notice of Amendment
Nos. 1 and 2 to the proposed rule change, and grants accelerated
approval to Amendment Nos. 1 and 2.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 53508 (March 17,
2006), 71 FR 14562.
    \4\ In Amendment No. 1, NSX added an interpretation and policy
to Section 3.2A to Article IV of the NSX Bylaws to: (i) Clarify the
effective date of the proposal; (ii) clarify the use of Form 25 as a
delisting application; and (iii) state that an issuer that is below
the continued listing policies and standards of the Exchange and
seeks to voluntarily apply to withdraw a class of securities from
listing must disclose that it is no longer eligible for continued
listing in its statement of material facts relating to the reason
for withdrawal from listing, its public press release, and its Web
site notice.
    \5\ In Amendment No. 2, NSX made technical changes to its Form
19b-4, Exhibit 1, and Exhibits that clarify the changes proposed in
Amendment No. 1.
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II. Description of the Proposed Rule Change

    Section 12 of the Act \6\ and SEC Rule 12d2-2 govern the process
for the delisting and deregistration of securities listed on national
securities exchanges. Recent amendments to SEC Rule 12d2-2 (``amended
SEC Rule 12d2-2'') and other Commission rules require the electronic
filing of revised Form 25 \7\ on the Commission's Electronic Data
Gathering, Analysis, and Retrieval (``EDGAR'') system by exchanges and
issuers for all delistings, other than delistings of standardized
options and securities futures, which are exempted.\8\
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    \6\ 15 U.S.C. 78l.
    \7\ 17 CFR 249.25.
    \8\ See Securities Exchange Act Release No. 52029 (July 14,
2005), 70 FR 42456 (July 22, 2005) (``SEC Rule 12d2-2 Approval
Order'').
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    In the case of exchange-initiated delistings, amended SEC Rule
12d2-2(b) states that a national securities exchange may file an
application on Form 25 to strike a class of securities from listing
and/or withdraw the registration of such securities, in accordance with
its rules, if the rules of such exchange, at a minimum, provide for:
    (i) Notice to the issuer of the exchange's decision to delist its
securities;
    (ii) An opportunity for appeal to the exchange's board of
directors, or to a committee designated by the board; and
    (iii) Public notice of the national securities exchange's final
determination to remove the security from listing and/or registration,
by issuing a press release and posting notice on its Web site. Public
notice must be disseminated no fewer than 10 days before the delisting
becomes effective pursuant to amended SEC Rule 12d2-2(d)(1), and must
remain posted on its Web site until the delisting is effective.
    The Exchange's current provisions with respect to the delisting of
securities are contained in Article IV, Section 3 of the NSX Bylaws.
The Exchange proposes to amend Section 3.1(b) of the Bylaws to comply
with new requirements set forth in amended SEC Rule 12d2-2(b). The
provisions set forth in current Section 3 of the Bylaws, which provide
for notification to the issuer in the event that the Exchange
determines to delist the issuer's securities and the right to appeal
the Exchange's determination, satisfy the minimum provisions set forth
in amended SEC Rule 12d2-2(b)(1)(i)-(ii). NSX rules do not currently
provide for public notice of the delisting, as mandated by amended SEC
Rule 12d2-2(b)(1)(iii). Therefore, proposed Section 3.1(b) of the
Bylaws would require the Exchange to provide public notice, in
accordance with amended SEC Rule 12d2-2(b)(1)(iii), of a final
determination by the Exchange to strike an issuer's securities from
listing and/or withdraw the registration of such securities on the
Exchange.
    The criteria the Exchange would employ for issuers that desire to
delist their security from the Exchange are contained in Section 3.2 of
the NSX Bylaws. Currently, Section 3.2 of the NSX Bylaws requires that
an issuer seeking to voluntarily delist its security submit a certified
copy of the issuer's board resolution authorizing withdrawal from
listing and registration and a statement of the reasons for the
withdrawal and supporting facts. NSX is retaining these provisions. The
Exchange proposes to amend Section 3.2 of the NSX Bylaws to add new
requirements that an issuer certify that it is in compliance with the
Exchange's rules for delisting and applicable state law (in conformity
with amended SEC Rule 12d2-2(c)(2)(i)) and certify that the issuer is
in compliance with the public notice requirements under amended SEC
Rule 12d2-2(c)(2)(iii). The proposed rule filing sets forth a new
requirement separate from those set forth in amended SEC Rule 12d2-2(c)
that would require the issuer to notify the Exchange in writing that it
has filed Form 25 with the SEC simultaneously with such filing. Such
notification would include the date the issuer expects the delisting to
become effective. In addition, NSX proposes to amend Section 3.2 of the
Bylaws to add provisions requiring the issuer to submit written notice
that is in conformity with the requirements of amended SEC Rule 12d2-
2(c)(2)(ii) to the Exchange no fewer than ten days before the issuer
files its application to delist with the Commission and another notice
when such application becomes effective. The proposal would also
eliminate the provision in Section 3.2 of the NSX Bylaws that requires
the issuer to submit the proposed voluntary delisting of its security
to the security holders for their vote in a meeting for which proxies
are submitted.
    The Exchange also proposes in Interpretations and Policies .01 to
new Section 3.2A to the NSX Bylaws to require any issuer seeking to
voluntarily apply to withdraw a class of securities from listing on the
Exchange pursuant to Section 3.2A that has received notice from the
Exchange, pursuant to Section 3.1A or otherwise, that it is below the

Exchange's continued listing policies and standards, or that is aware
that it is below such continued listing policies and standards
notwithstanding that it has not received such notice from the Exchange,
must disclose that it is no longer eligible for continued listing
(including the specific continued listing policies and standards that
the issue is below) in: (i) Its statement of all material facts
(pursuant to Section 3.2A(d)) relating to the reasons for withdrawal
from listing provided to the Exchange along with written notice of its
determination to withdraw from listing required by amended SEC
Rule12d2-2(c)(2)(ii) under the Act and; (ii) its public press release
and web site notice required by amended SEC Rule 12d2-2(c)(2)(iii)
under the Act.\9\
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    \9\ See Amendment No. 1, supra note 4.
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    Finally, the Exchange has made changes in its rules to clarify that
the Form 25 serves as the application to remove a security from listing
and/or registration and to specify that the proposed changes will be
effective as of April 24, 2006 as required by amended SEC Rule 12d2-2.

III. Discussion

    The Commission finds that the proposed rule change, as amended, is
consistent with the requirements of the Act and the rules and
regulations thereunder applicable to a national securities exchange
\10\ and, in particular, the requirements of Section 6 of the Act.\11\
Specifically, as discussed below, the Commission finds that the
proposal, as amended, is consistent with Section 6(b)(5) of the
Act,\12\ which requires, in part, that the rules of an 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. Further, as
noted in more detail below, the changes being adopted by the NSX meet
the requirements of amended SEC Rule 12d2-2.
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    \10\ In approving this proposal, the Commission has considered
the proposed rule's impact on efficiency, competition, and capital
formation. See 15 U.S.C. 78c(f).
    \11\ 15 U.S.C. 78f.
    \12\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

A. Exchange Delisting

    Amended SEC Rule 12d2-2(b) states that a national securities
exchange may file an application on Form 25 to strike a class of
securities from listing and/or withdraw the registration of such
securities, in accordance with its rules, if the rules of such
exchange, at a minimum, provide for notice to the issuer of the
exchange's decision to delist, opportunity for appeal, and public
notice of the exchange's final determination to delist. The Commission
believes that NSX's current rules and proposal comply with the dictates
of amended SEC Rule 12d2-2(b).
    NSX rules currently provide the requisite issuer notice as well as
an opportunity to appeal such action by following Chapter X of the
Exchange Rules governing adverse actions.\13\ Specifically, a person
who is or will be aggrieved by any action of the Exchange can submit an
application for hearing and review to the Secretary of the Exchange,
who promptly forwards such request to the Appeals Committee.\14\ The
decision of the Appeals Committee is subject to further review by the
Board of Directors upon its own motion or upon written request by the
aggrieved party.\15\ Finally, the proposed rule change will provide for
public notice of the Exchange's final determination to remove the
security from listing and/or registration. This should ensure that
investors have adequate notice of an exchange delisting and is
consistent with the protection of investors under Section 6(b)(5) of
the Act.\16\
---------------------------------------------------------------------------

    \13\ See Section 3.1 of the NSX By-Laws.
    \14\ NSX Rule 10.3.
    \15\ NSX Rule 10.5.
    \16\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

B. Issuer Voluntary Delisting

    The Exchange proposes to set forth in its Exchange rules the
general requirements of amended SEC Rule 12d2-2(c) regarding issuer
voluntary delisting. In addition, new Section 3.2 of the NSX Bylaws
would require the issuer to certify its compliance with Exchange rules
for delisting and other applicable laws. Further, the Commission notes
that NSX also proposes to amend Section 3.2 of the Bylaws to conform to
amended SEC Rule 12d2-2(c) which requires issuers to notify the
Exchange in case it elects to delist its securities from the Exchange,
and upon such notification, the Exchange would be required to issue a
public notice of such determination. The Commission believes that these
provisions will inform issuers of the requirements for voluntary
delisting of their securities under Exchange rules and federal
securities laws and ensure the Exchange and shareholders are adequately
notified of an issuer delisting.
    The proposal also sets forth a new requirement not in amended SEC
Rule 12d2-2 that would require an issuer seeking to voluntarily delist
its security to notify the Exchange in writing that it has filed Form
25 with the Commission simultaneously with such filing. The issuer
would also be required to notify the Exchange in writing immediately
after the delisting actually becomes effective. The Commission believes
that this requirement will allow the Exchange to be fully informed of
the filing of a Form 25 and be prepared to take timely action to delist
the security in accordance with the filing of the Form.
    The Exchange also proposes to add an interpretation and policy to
Section 3.2A to the Bylaws to require any issuer seeking to voluntarily
apply to withdraw a class of securities from listing on the Exchange
pursuant to Section 3.2A that has received notice from the Exchange,
pursuant to Section 3.1A or otherwise, that it is below the Exchange's
continued listing policies and standards, or that is aware that it is
below such continued listing policies and standards notwithstanding
that it has not received such notice from the Exchange, must disclose
that it is no longer eligible for continued listing (including the
specific continued listing policies and standards that the issue is
below) in: (i) Its statement of all material facts (pursuant to Section
3.2A (d)) relating to the reasons for withdrawal from listing provided
to the Exchange along with written notice of its determination to
withdraw from listing required by amended SEC Rule 12d2-2(c)(2)(ii)
under the Act and; (ii) its public press release and web site notice
required by amended SEC Rule 12d2-2(c)(2)(iii) under the Act.\17\ The
Commission believes that this requirement will allow shareholders to be
informed and aware that the issuer has failed to meet Exchange listing
standards and is voluntarily delisting with the consent of the
Exchange. Issuers will therefore not be permitted to delist voluntarily
without public disclosure of their noncompliance with Exchange listing
standards.
---------------------------------------------------------------------------

    \17\ See Amendment No. 1, supra note 4.
---------------------------------------------------------------------------

C. Accelerated Approval of Amendment Nos. 1 and 2

    Pursuant to Section 19(b)(2) of the Act,\18\ the Commission may not
approve

any proposed rule change, or amendment thereto, prior to the 30th day
after the date of publication of notice of the filing thereof, unless
the Commission finds good cause for so doing and publishes its reasons
for so finding. The Commission hereby finds good cause for approving
Amendment Nos. 1 and 2 to the proposal, prior to the 30th day after
publishing notice of Amendment Nos. 1 and 2 in the Federal Register.
---------------------------------------------------------------------------

    \18\ 15 U.S.C. 78s(b)(2).
---------------------------------------------------------------------------

    As previously discussed, the revisions made to the proposal in
Amendment No. 1 \19\ will allow shareholders to be informed and aware
that the issuer has failed to meet Exchange listing standards and is
voluntarily delisting with the consent of the Exchange. The other
revisions in Amendment No. 1 are clarifications. In Amendment No. 2,
the Exchange made technical changes that clarify the revisions set
forth in Amendment No. 1. The Commission believes that granting
accelerated approval of Amendment Nos. 1 and 2 will permit the Exchange
to implement these new provisions as expeditiously as possible, to the
benefit of investors. Further, no comments were received on the
original proposal, as published.\20\ The Commission also believes that
accelerating approval of Amendment Nos. 1 and 2 is appropriate because
these revisions do not raise new regulatory issues.
---------------------------------------------------------------------------

    \19\ See Amendment No. 1, supra note 4 and Section III.B herein.
    \20\ See Securities Exchange Act Release No. 53508, supra note
3.
---------------------------------------------------------------------------

    Accordingly, pursuant to Section 19(b)(2) of the Act,\21\ the
Commission finds good cause to approve Amendment Nos. 1 and 2 prior to
the thirtieth day after notice of Amendment Nos. 1 and 2 are published
in the Federal Register.
---------------------------------------------------------------------------

    \21\ 15 U.S.C. 78s(b)(2).
---------------------------------------------------------------------------

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and
arguments concerning Amendment Nos. 1 and 2, including whether
Amendment Nos. 1 and 2 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 No. SR-NSX-2005-09 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-NSX-2005-09. 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 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-NSX-2005-09 and should be submitted on or before May 22,
2006.

V. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the
Act,\22\ that the proposed rule change (File No. SR-NSX-2005-09) is
approved, and Amendment Nos. 1 and 2 to the proposed rule change are
approved on an accelerated basis.
---------------------------------------------------------------------------

    \22\ 15 U.S.C. 78s(b)(2).

    For the Commission, by the Division of Market Regulation,
pursuant to delegated authority.\23\
---------------------------------------------------------------------------

    \23\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Jill M. Peterson,
Assistant Secretary.
[FR Doc. E6-6503 Filed 4-28-06; 8:45 am]

BILLING CODE 8010-01-P


ENVIRONMENTAL PROTECTION AGENCY

[EPA-R04-OW-2007-1049; FRL-____-____]

Public Water System Supervision Program Revisions

for the State of North Carolina

AGENCY:  Environmental Protection Agency (EPA).

ACTION:  Notice of tentative approval.

SUMMARY:  Notice is hereby given that the State of North Carolina is
revising their Public Water System Supervision (PWSS) program to meet
the requirements of the Safe Drinking Water Act (SDWA).  North Carolina
Department of Environment and Natural Resources has adopted drinking
water regulations for the Public Notification Rule.  EPA has determined
that these revisions are no less stringent than the corresponding
federal regulations.  Therefore, EPA intends to approve North
Carolina’s PWSS program for this rule.

DATES:  All interested parties may request a public hearing and/or
submit comments within thirty (30) days of the Federal Register
publication date to the Regional Administrator at the address shown
below.  Frivolous or insubstantial requests for a public hearing may be
denied by the Regional Administrator.  However, if a substantial request
for a public hearing is made within the 30 days, a public hearing will
be held.  If no timely and appropriate request is received, and the
Regional Administrator does not elect to hold a hearing on his/her own
motion, this determination shall become final and effective 30 days
after the publication of this notice.

ADDRESSES:  All documents relating to this determination are available
for inspection between the hours of 8:30 a.m. and 4:30 p.m., Monday
through Friday, excluding federal holidays, at U.S. Environmental
Protection Agency, Region 4, Water Management Division, Ground Water and
Drinking Water Branch, Drinking Water Section, 61 Forsyth Street, SW,
Atlanta, GA 30303.  For documents specific to this State: North Carolina
Department of Environment and Natural Resources, Public Water Supply
Section, 1634 Mail Service Center, Raleigh, NC 27699.

You may also submit your comments, identified by Docket ID No.
EPA-R04-OW-2007-1049, in one of the following methods:

	  HYPERLINK http://www.regulations.gov www.regulations.gov :  Follow
the on-line instructions for submitting comments.

	E-mail<EMAIL_ADDRESS>
	Fax:<PHONE_NUMBER>

Instructions:  Direct your comments to Docket ID No.
EPA-R04-OW-2007-1049.  EPA's policy is that all comments received will
be included in the public docket without change and may be made
available online at   HYPERLINK http://www.regulations.gov
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 through   HYPERLINK
http://www.regulations.gov www.regulations.gov  or e-mail, information
that you consider to be CBI or otherwise protected.  The   HYPERLINK
http://www.regulations.gov www.regulations.gov  website 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   HYPERLINK http://www.regulations.gov 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,
any form of encryption, and be free of any defects or viruses.  For
additional information about EPA’s public docket visit the EPA Docket
Center homepage at   HYPERLINK http://www.epa.gov/epahome/dockets.htm
http://www.epa.gov/epahome/dockets.htm .

Docket:  All documents in the electronic docket are listed in the
HYPERLINK http://docket.epa.gov/rmepub/index.jsp 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   HYPERLINK http://www.regulations.gov
www.regulations.gov  or in hard copy at the U.S. Environmental
Protection Agency, Region 4 Office.  FOR FURTHER INFORMATION CONTACT:
Jennifer Shadle, Drinking Water Section at<PHONE_NUMBER> or at
HYPERLINK<EMAIL_ADDRESS><EMAIL_ADDRESS>.

AUTHORITY: Section 1442 of the Safe Drinking Water Act as amended in
1996 and

the National Primary Drinking Water Regulations in 40 CFR Part 142.

Dated:

J. I. Palmer, Jr.

Regional Administrator

Region 4

Billing Code 6560-50P

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