[Federal Register Volume 80, Number 23 (Wednesday, February 4, 2015)]
[Notices]
[Pages 6157-6158]
[FR Doc No: 2015-02171]

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DEPARTMENT OF TRANSPORTATION

Federal Aviation Administration

Agency Information Collection Activities: Requests for Comments;
Clearance of Renewed Approval of Information Collection: Reduced
Vertical Separation Minimum

AGENCY: Federal Aviation Administration (FAA), DOT.

ACTION: Notice and request for comments.

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SUMMARY: In accordance with the Paperwork Reduction Act of 1995, FAA
invites public comments about our intention to request the Office of
Management and Budget (OMB) approval to renew an information
collection. Federal Register Notices with 60-day and 30-day comment
periods soliciting comments on the following collection of information
were published on November 6, 2014 (79 FR 66828) and January 12, 2015
(80 FR 1579), respectively. This notice serves as a correction to those
prior notices, to clarify that the information collection request has
been revised to report an increase in current burden estimates.
Aircraft operators seeking operational approval to conduct Reduced
Vertical Separation Minimum (RVSM) operations within the 48 contiguous
United States (U.S.), Alaska and a portion of the Gulf of Mexico must
submit an application to the Certificate Holding District Office.

DATES: Written comments should be submitted by March 6, 2015.

ADDRESSES: Interested persons are invited to submit written comments on
the proposed information collection to the Office of Information and
Regulatory Affairs, Office of Management and Budget. Comments should be
addressed to the attention of the Desk Officer, Department of
Transportation/FAA, and sent via electronic mail to
<EMAIL_ADDRESS>or faxed to<PHONE_NUMBER>, or mailed to
the Office of Information and Regulatory Affairs, Office of Management
and Budget, Docket Library, Room 10102, 725 17th Street NW.,
Washington, DC 20503.
    Public Comments Invited: You are asked to comment on any aspect of
this information collection, including (a) Whether the proposed
collection of information is necessary for FAA's performance; (b) the
accuracy of the estimated burden; (c) ways for FAA to enhance the
quality, utility and clarity of the information collection; and (d)
ways that the burden could be minimized without reducing the quality of
the collected information. The agency

will summarize and/or include your comments in the request for OMB's
clearance of this information collection.

FOR FURTHER INFORMATION CONTACT: Kathy DePaepe at<PHONE_NUMBER>, or by
email at<EMAIL_ADDRESS>
SUPPLEMENTARY INFORMATION:
    OMB Control Number: 2120-0679.
    Title: Reduced Vertical Separation Minimum.
    Form Numbers: There are no FAA forms associated with this
collection.
    Type of Review: Revision of a currently-approved information
collection.
    Background: The authority to collect data from aircraft operators
seeking operational approval to conduct RVSM operations is contained in
Part 91, Section 91.180. Aircraft operators seeking operational
approval to conduct RVSM operations within the 48 contiguous States of
the United States (U.S.), Alaska and that portion of the Gulf of Mexico
where the FAA provides air traffic services must submit their
application to the Certificate Holding District Office (CHDO).
    Respondents: Approximately 1,560 operators.
    Frequency: Information is collected on occasion.
    Estimated Average Burden per Response: 30 hours.
    Estimated Total Annual Burden: 46,800 hours.

    Issued in Washington, DC, on January 29, 2015.
Albert R. Spence,
FAA Assistant Information Collection Clearance Officer, IT Enterprises
Business Services Division, ASP-110.
[FR Doc. 2015-02171 Filed 2-3-15; 8:45 am]
BILLING CODE 4910-13-P


[Federal Register Volume 77, Number 32 (Thursday, February 16, 2012)]
[Notices]
[Pages 9222-9223]
[FR Doc No: 2012-3595]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

Combined Notice of Filings 1

    Take notice that the Commission received the following electric
rate filings:

    Docket Numbers: ER11-2855-002; ER11-2856-002; ER11-2857-002; ER10-
2722-001; ER10-2787-001; ER10-2532-001; ER10-2488-002.
    Applicants: Oasis Power Partners, LLC, Crescent Ridge LLC, Eurus
Combine Hills I LLC, Avenal Park LLC, Sand Drag LLC, Sun City Project
LLC, Eurus Combine Hills II LLC.
    Description: Notice of Change in Status of Avenal Park LLC, et al.
    Filed Date: 2/7/12.
    Accession Number: 20120207-5140.
    Comments Due: 5 pm ET 2/28/12.

    Docket Numbers: ER12-543-002.
    Applicants: Ethical Electric Benefit Co.
    Description: Ethical Electric Benefit Co. Market Based Rate Filing
Revised to be effective 12/6/2011.
    Filed Date: 2/7/12.
    Accession Number: 20120207-5108.
    Comments Due: 5 pm ET 2/28/12.

    Docket Numbers: ER12-559-001.
    Applicants: Golden Valley Wind Park, LLC.
    Description: Golden Valley Tariff to be effective 2/2/2012.
    Filed Date: 2/7/12.
    Accession Number: 20120207-5123.
    Comments Due: 5 pm ET 2/28/12.

    Docket Numbers: ER12-560-001.
    Applicants: Milner Dam Wind Park, LLC.
    Description: Milner Dam Tariff to be effective 2/2/2012.
    Filed Date: 2/7/12.
    Accession Number: 20120207-5124.
    Comments Due: 5 pm ET 2/28/12.

    Docket Numbers: ER12-561-001.
    Applicants: Oregon Trail Wind Park, LLC.

    Description: Oregon Trail Tariff to be effective 2/2/2012.
    Filed Date: 2/7/12.
    Accession Number: 20120207-5126.
    Comments Due: 5 pm ET 2/28/12.

    Docket Numbers: ER12-562-001.
    Applicants: Pilgrim Stage Station Wind Park, LLC.
    Description: Pilgrim Stage Tariff to be effective 2/2/2012.
    Filed Date: 2/7/12.
    Accession Number: 20120207-5135.
    Comments Due: 5 pm ET 2/28/12.

    Docket Numbers: ER12-563-001.
    Applicants: Thousand Springs Wind Park, LLC.
    Description: Thousand Springs Tariff to be effective 2/2/2012.
    Filed Date: 2/7/12.
    Accession Number: 20120207-5137.
    Comments Due: 5 pm ET 2/28/12.

    Docket Numbers: ER12-564-001.
    Applicants: Tuana Gulch Wind Park, LLC.
    Description: Tuana Gulch Tariff to be effective 2/2/2012.
    Filed Date: 2/7/12.
    Accession Number: 20120207-5138.
    Comments Due: 5 pm ET 2/28/12.

    Docket Numbers: ER12-565-001.
    Applicants: Camp Reed Wind Park, LLC.
    Description: Camp Reed Tariff to be effective 2/2/2012.
    Filed Date: 2/7/12.
    Accession Number: 20120207-5122.
    Comments Due: 5 pm ET 2/28/12.

    Docket Numbers: ER12-566-001.
    Applicants: Payne's Ferry Wind Park, LLC.
    Description: Payne's Ferry Tariff to be effective 2/2/2012.
    Filed Date: 2/7/12.
    Accession Number: 20120207-5134.
    Comments Due: 5 pm ET 2/28/12.

    Docket Numbers: ER12-567-001.
    Applicants: Salmon Falls Wind Park, LLC.
    Description: Salmon Falls Tariff to be effective 2/2/2012.
    Filed Date: 2/7/12.
    Accession Number: 20120207-5136.
    Comments Due: 5 pm ET 2/28/12.

    Docket Numbers: ER12-568-001.
    Applicants: Yahoo Creek Wind Park, LLC.
    Description: Yahoo Creek Tariff to be effective 2/2/2012.
    Filed Date: 2/7/12.
    Accession Number: 20120207-5139.
    Comments Due: 5 pm ET 2/28/12.

    Docket Numbers: ER12-711-001.
    Applicants: NorthWestern Corporation.
    Description: Amendment to Filing of Coordinated Operating Agreement
with NaturEner Wind Watch to be effective 12/21/2011.
    Filed Date: 2/7/12.
    Accession Number: 20120207-5100.
    Comments Due: 5 pm ET 2/28/12.

    Docket Numbers: ER12-1011-000.
    Applicants: REP Energy LLC.
    Description: REP Energy LLC Baseline Filing of its Market Based
Rate Tariff to be effective 2/7/2012.
    Filed Date: 2/7/12.
    Accession Number: 20120207-5029.
    Comments Due: 5 pm ET 2/28/12.

    Docket Numbers: ER12-1015-000.
    Applicants: Powerex Corp.
    Description: Request for Waiver of Provision of Powerex Corp.
Market-Based Rate Schedule and Request for Expedited Treatment.
    Filed Date: 2/7/12.
    Accession Number: 20120207-5067.
    Comments Due: 5 pm ET 2/21/12.

    Docket Numbers: ER12-1016-000.
    Applicants: Appalachian Power Company.
    Description: 20120207 Att K and L Revisions Correction to be
effective N/A.
    Filed Date: 2/7/12.
    Accession Number: 20120207-5133.
    Comments Due: 5 pm ET 2/28/12.

    Docket Numbers: ER12-1017-000.
    Applicants: Southwest Power Pool, Inc.
    Description: 1976R1 Kaw Valley Electric Cooperative, Inc. NITSA NOA
to be effective 12/1/2011.
    Filed Date: 2/7/12.
    Accession Number: 20120207-5104.
    Comments Due: 5 pm ET 2/28/12.

    Docket Numbers: ER12-1018-000.
    Applicants: Southwest Power Pool, Inc.
    Description: 1977R1 Nemaha-Marshall Electric Cooperative NITSA NOA
to be effective 12/1/2011.
    Filed Date: 2/7/12.
    Accession Number: 20120207-5106.
    Comments Due: 5 pm ET 2/28/12.

    Docket Numbers: ER12-1019-000.
    Applicants: Burley Butte Wind Park, LLC.
    Description: Burley Butte Tariff--Amendment to be effective 2/1/
2012. 70.
    Filed Date: 2/7/12.
    Accession Number: 20120207-5121.
    Comments Due: 5 pm ET 2/28/12.

    Docket Numbers: ER12-1020-000.
    Applicants: Midwest Independent Transmission System Operator, Inc.
    Description: 02-07-12 Entergy Cost Deferral Filing to be effective
6/1/2011.
    Filed Date: 2/7/12.
    Accession Number: 20120207-5127.
    Comments Due: 5 pm ET 2/28/12.

    Docket Numbers: ER12-1021-000.
    Applicants: Midwest Independent Transmission System Operator, Inc.
    Description: 02-07-12 CDC Cost Deferral Filing to be effective 12/
1/2011.
    Filed Date: 2/7/12.
    Accession Number: 20120207-5128.
    Comments Due: 5 pm ET 2/28/12.

    The filings are accessible in the Commission's eLibrary system by
clicking on the links or querying the docket number.
    Any person desiring to intervene or protest in any of the above
proceedings must file in accordance with Rules 211 and 214 of the
Commission's Regulations (18 CFR 385.211 and 385.214) on or before 5:00
pm 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: February 08, 2012.
Nathaniel J. Davis, Sr.,
Deputy Secretary.
[FR Doc. 2012-3595 Filed 2-15-12; 8:45 am]
BILLING CODE 6717-01-P


[Federal Register Volume 79, Number 179 (Tuesday, September 16, 2014)]
[Notices]
[Page 55447]
[FR Doc No: 2014-21978]

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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:

Filings Instituting Proceedings

    Docket Numbers: RP14-1252-000.
    Applicants: Mex Gas Supply, S.L., Comisi[oacute]n Federal de
Electricidad.
    Description: Joint Petition for Temporary Waivers of Capacity
Release Regulations and Related Pipeline Tariff Provisions and Request
for Expedited Consideration of Mex Gas Supply, S.L., et. al.
    Filed Date: 9/8/14.
    Accession Number: 20140908-5150.
    Comments Due: 5 p.m. ET 9/22/14.

    Docket Numbers: RP14-1253-000.
    Applicants: Transcontinental Gas Pipe Line Company.
    Description: Sec.  4(d) rate filing per 154.204: Clean Up Filing to
be effective 10/9/2014.
    Filed Date: 9/8/14.
    Accession Number: 20140908-5163.
    Comments Due: 5 p.m. ET 9/22/14.

    Docket Numbers: RP14-1254-000.
    Applicants: WBI Energy Transmission, Inc.
    Description: Sec.  4(d) rate filing per 154.204: Fuel Footnote to
be effective 9/8/2014.
    Filed Date: 9/8/14.
    Accession Number: 20140908-5165.
    Comments Due: 5 p.m. ET 9/22/14.

    Docket Numbers: RP14-1255-000.
    Applicants: WBI Energy Transmission, Inc.
    Description: Sec.  4(d) rate filing per 154.204: Non-conforming
Service Agreements--Garden Creek II to be effective 9/8/2014.
    Filed Date: 9/8/14.
    Accession Number: 20140908-5172.
    Comments Due: 5 p.m. ET 9/22/14.

    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 Sec.  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.

Filings in Existing Proceedings

    Docket Numbers: RP14-540-001.
    Applicants: Paiute Pipeline Company.
    Description: Compliance filing per 154.203: Motion to Place Tariff
Sheets to be effective 9/1/2014.
    Filed Date: 9/8/14.
    Accession Number: 20140908-5200.
    Comments Due: 5 p.m. ET 9/22/14.

    Any person desiring to protest in any of the above proceedings must
file in accordance with Rule 211 of the Commission's Regulations (18
CFR 385.211) on or before 5:00 p.m. Eastern time on the specified
comment date.
    The filings are accessible in the Commission's eLibrary system by
clicking on the links or querying the docket number.
    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 September 9, 2014.
Nathaniel J. Davis, Sr.,
Deputy Secretary.
[FR Doc. 2014-21978 Filed 9-15-14; 8:45 am]
BILLING CODE 6717-01-P


[Federal Register: April 28, 2006 (Volume 71, Number 82)]
[Notices]
[Page 25260-25265]
[DOCID:fr28ap06-119]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-53705; File No. SR-ISE-2006-04]

Self-Regulatory Organizations; International Securities Exchange,
Inc.; Order Approving Proposed Rule Change and Amendments No. 1 and 2
and Notice of Filing and Order Granting Accelerated Approval to
Amendment No. 3 Relating to the Proposal to Reorganize From its Current
Structure Into a Holding Company Structure

April 21, 2006.

I. Introduction

    On January 12, 2006, pursuant to section 19(b)(1) of the Securities
Exchange Act of 1934 (``Act'') \1\ and Rule 19b-4 thereunder,\2\ the
International Securities Exchange, Inc. (``ISE, Inc.'') filed with the
Securities and Exchange Commission (``Commission'') a proposed rule
change to reorganize from its current structure into a holding company
structure (``Reorganization''). ISE, Inc. filed Amendment No. 1 on
March 3, 2006, and withdrew Amendment No. 1 on March 3, 2006. On March
3, 2006, ISE, Inc. filed Amendment No. 2. The proposed rule change, as
amended, was published for comment in the Federal Register on March 17,
2006.\3\ The Commission received no comment letters regarding the
proposal. On April 7, 2006, ISE, Inc. filed Amendment No. 3 to the
proposed rule change.\4\ This order approves the proposed rule change,
as amended, grants accelerated approval to Amendment No. 3 to the
proposed rule change, and solicits comments from interested persons on
Amendment No. 3.
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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. 53450 (March 8,
2006), 71 FR 13875.
    \4\ In Amendment No. 3, ISE, Inc. proposed a technical change to
the filing. The complete text of Amendment No. 3 is available on the
Commission's Web site (http://www.sec.gov/rules/sro.shtml), at the

Commission's Public Reference Room, at the principal office of ISE,
Inc., and on ISE, Inc.'s Web site (http://www.iseoptions.com).

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    After careful review, 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.\5\ In particular, the Commission finds that the
proposed rule change, as amended, is consistent with section 6(b) of
the Act,\6\ 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,
and 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.
Section 6(b) of the Act \7\ also requires that the rules of the
exchange be designed to promote just and equitable principles of trade,
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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    \5\ 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).
    \6\ 15 U.S.C. 78f(b).
    \7\ Id.
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A. Accelerated Approval of Amendment No. 3

    The Commission also finds good cause for approving Amendment No. 3
to the proposed rule change prior to the thirtieth day after publishing
notice of Amendment No. 3 in the Federal

Register pursuant to section 19(b)(2) of the Act.\8\
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    \8\ 15 U.S.C. 78s(b)(2). Pursuant to section 19(b)(2) of the
Act, the Commission may not approve any proposed rule change, or
amendment thereto, prior to the thirtieth day after the date of
publication of the notice thereof, unless the Commission finds good
cause for so doing.
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    In Amendment No. 3, ISE, Inc. proposes to amend ISE Rule 303,
Supplementary Material .02, to replace a reference to the ``Certificate
of Incorporation'' of ISE, Inc. with a reference to the ``LLC
Agreement'' of International Securities Exchange, LLC (``ISE, LLC'') to
reflect that, upon consummation of the Reorganization, ISE, Inc. would
merge with, and thereafter operate as, a limited liability company.
    The Commission believes that Amendment No. 3 is non-substantive in
nature, raises no novel issues, and is consistent with the Act.
Therefore, the Commission finds that good cause exists to accelerate
approval of the proposed rule change in Amendment No. 3, pursuant to
section 19(b)(2) of the Act.\9\
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    \9\ 15 U.S.C. 78s(b)(2).
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B. Solicitation of Comments

    Interested persons are invited to submit written data, views, and
arguments concerning Amendment No. 3, including whether Amendment No. 3
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-ISE-2006-04 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-ISE-2006-04. 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 ISE, Inc. 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
Amendment No. 3 of File Number SR-ISE-2006-04 and should be submitted
on or before May 19, 2006.

II. Description and Discussion

    ISE, Inc., a Delaware corporation and publicly-traded company,\10\
proposes to reorganize into a holding company structure. ISE, Inc. has
formed International Securities Exchange Holdings, Inc., a Delaware
corporation (``ISE Holdings''), and its wholly owned subsidiary, ISE,
LLC, a Delaware limited liability company, in contemplation of the
Reorganization. After satisfaction of certain conditions, including
approval of the Reorganization by the Commission, ISE, Inc. will merge
into ISE, LLC, with ISE, LLC as the surviving entity of the merger
(``Merger'').
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    \10\ See Securities Exchange Act Release No. 51029 (January 12,
2005), 70 FR 3233 (January 21, 2005) (SR-ISE-2004-29) (discussing
ISE, Inc.'s current capital stock and governance structure).
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    As a result of the Merger, ISE Holdings will effectively become the
sole equity owner of ISE, LLC, and the shares of ISE Holdings common
stock (``ISE Holdings Common Stock'') will in turn be publicly held.
The holders of shares of ISE, Inc. Class A Common Stock (``Class A
Common Stock'') will become holders of ISE Holdings Common Stock, and
holders of ISE, Inc. Class B Common Stock, Series B-1 (``Series B-1
Common Stock''), ISE, Inc. Class B Common Stock, Series B-2 (``Series
B-2 Common Stock''), and ISE, Inc. Class B Common Stock, Series B-3
(``Series B-3 Common Stock'') \11\ will become holders of PMM Rights,
CMM Rights, and EAM Rights, respectively.\12\ Upon consummation of the
Merger, the percentage of the outstanding shares of ISE Holdings Common
Stock held after the Merger by each holder of Class A Common Stock will
be identical to the percentage of Class A Common Stock that such holder
held prior to the Merger. The percentage of Exchange Rights held after
the Merger by each holder of Class B Common Stock also will be
identical to the percentage of Class B Common Stock that such holder
held prior to the Merger.
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    \11\ The Series B-1 Common Stock, Series B-2 Common Stock, and
Series B-3 Common Stock are herein collectively referred to as the
``Class B Common Stock.''
    \12\ See proposed Limited Liability Company Agreement of ISE,
LLC (``LLC Agreement''), Section 6.2, for the definition of ``PMM
Rights,'' ``CMM Rights,'' and ``EAM Rights.'' PMM Rights, CMM
Rights, and EAM Rights are herein collectively referred to as the
``Exchange Rights.''
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    As is currently the case with respect to ISE, Inc. and its shares
of Class B Common Stock,\13\ ISE, LLC will require ownership of an
Exchange Right as a predicate to obtaining the trading rights and
privileges associated with such Exchange Right.\14\ Where still
relevant and practical, ISE, Inc. has preserved certain rights of the
holders of Class B Common Stock following the Reorganization. As a
result, holders of PMM and CMM Rights will be entitled to vote on any
change in, amendment, or modification of the same Core Rights to which
the holders of Series B-1 Common Stock and Series B-2 Common Stock are
entitled with respect to ISE, Inc.\15\ In addition, holders of Exchange
Rights will continue to be entitled to vote with respect to any
amendments to the LLC Agreement or the proposed Constitution of ISE,
LLC (``LLC Constitution'') that would alter or change the powers,
preferences, or special rights of one or more series of Exchange Rights
so as to affect them adversely.\16\ Further, as discussed below,
holders of Exchange Rights will continue to be entitled to elect six
Exchange Directors of the board of directors of ISE, LLC (``LLC
Board'').\17\
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    \13\ Amended and Restated Certificate of Incorporation of ISE,
Inc. (``ISE, Inc. Amended Certificate''), Article Fourth,
Subdivision II(b)(ii).
    \14\ LLC Agreement, Section 6.2.
    \15\ See LLC Agreement, section 2.2, for the definition of
``Core Rights.'' Core Rights means any increase in the number of
authorized PMM Rights or CMM Rights.
    \16\ LLC Agreement, section 8.1, and LLC Constitution, section
10.1. The sole LLC member (ISE Holdings) will have a similar right
to approve amendments to the LLC Constitution or LLC Agreement if
such amendments would alter or change the powers, preferences, or
special rights of the sole LLC member so as to affect it adversely.
Id.
    \17\ Because ISE, LLC will have limited liability members
instead of stockholders, ISE Holdings (as the sole LLC member) and
the holders of Exchange Rights will not have voting, dividend, or
liquidation rights typically associated with common stock under
state law.
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    The proposed rule change includes: (a) The elimination of the ISE,
Inc. Amended Certificate and the Amended and Restated Constitution of
ISE, Inc. (``ISE, Inc. Amended Constitution''); (b) the Certificate of
Incorporation of ISE

Holdings (``Holdings Certificate'') and the bylaws of ISE Holdings
(``Holdings Bylaws''); (c) the LLC Agreement and the LLC Constitution;
and (d) certain amendments to the Rules of ISE, Inc. (``ISE Rules'') to
reflect the Reorganization.\18\
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    \18\ ISE, Inc. is proposing to amend the ISE Rules to, among
other things, change references to ``Class B common stock,'' ``Class
B stockholders,'' ``shares,'' and similar or derivative words to
``Exchange Rights,'' ``Exchange Rights holders,'' and ``Rights'' and
the like.
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A. ISE Holdings

1. ISE Holdings as Sole Member
    ISE, LLC will be a wholly owned subsidiary of ISE Holdings. ISE
Holdings will have sole voting control over ISE, LLC, except for
certain matters relating to Exchange Rights.\19\ Section 19(b) of the
Act \20\ and Rule 19b-4 thereunder \21\ require a self-regulatory
organization (``SRO'') to file proposed rule changes with the
Commission. Although ISE Holdings is not an SRO, certain provisions of
the Holdings Certificate and Holdings Bylaws are rules of an exchange
\22\ if they are stated policies, practice, or interpretations, as
defined in Rule 19b-4 of the Act,\23\ of the exchange, and must be
filed with the Commission pursuant to section 19(b) of the Act \24\ and
Rule 19b-4 thereunder.\25\ Accordingly, ISE, Inc. has filed the
Holdings Certificate and Holdings Bylaws with the Commission.\26\
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    \19\ ISE Holdings will not have any voting rights with respect
to the Core Rights, the election of PMM Directors, CMM Directors, or
EAM Directors, or any other matters relating to the Exchange Rights,
such as the eligibility and approval of persons to own, transfer or
lease Exchange Rights, rulemaking, supervision of entities holding
Exchange Rights, and the like. See LLC Agreement, section 2.2. See
also LLC Constitution, section 3.2(b), for the definitions of ``PMM
Director,'' ``CMM Director,'' and ``EAM Director.'' The PMM
Directors, CMM Directors, and EAM Directors are herein collectively
referred to as the ``Exchange Directors.''
    \20\ 20 15 U.S.C. 78s(b).
    \21\ 17 CFR 240.19b-4.
    \22\ See section 3(a)(27) of the Act, 15 U.S.C. 78c(a)(27).
    \23\ 17 CFR 240.19b-4.
    \24\ 15 U.S.C. 78s(b).
    \25\ 17 CFR 240.19b-4.
    \26\ If ISE Holdings decides to amend the Holdings Certificate
or the Holdings Bylaws, the Board of Directors of ISE Holdings
(``Holdings Board'') must submit such amendment to the LLC Board,
and if the LLC Board determines that such amendment is required to
be filed with, or filed with and approved by, the Commission before
the same may be effective pursuant to section 19 of the Act and the
rules thereunder, such amendment shall not be effective until filed
with, or filed with and approved by, the Commission, as the case may
be. See Holdings Certificate, Article Sixteenth, and Holdings
Bylaws, Section 10.1.
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2. Ownership and Voting Limitations; Changes in Control of ISE, LLC
    The Holdings Certificate and Holdings Bylaws will include
substantially the same ownership and voting limitations that are
contained in the ISE, Inc. Amended Certificate and ISE, Inc. Amended
Constitution.\27\ Specifically, the Holdings Certificate provides that
no Person,\28\ either alone or together with its Related Persons,\29\
may own, directly or indirectly, shares of the capital stock of ISE
Holdings constituting more than 40 percent of the outstanding shares of
any class or series of capital stock of ISE Holdings.\30\ Further, the
Holdings Certificate provides that no Member,\31\ either alone or
together with its Related Persons, may own, directly or indirectly,
shares of the capital stock of ISE Holdings constituting more than 20
percent of the outstanding shares of any class or series of capital
stock of ISE Holdings.\32\ The Holdings Certificate also provides that
no Person, either alone or together with its Related Persons, may,
directly or indirectly, vote or cause the voting of shares of the
capital stock of ISE Holdings representing more than 20 percent of the
voting power of any class or series of the then issued and outstanding
capital stock of ISE Holdings.\33\ If a Person, either alone or with
its Related Persons, beneficially owns shares of stock of ISE Holdings
in violation of the relevant ownership limitation, ISE Holdings will
apply substantially the same corrective procedures that were previously
approved by the Commission.\34\ Also, as is currently the case with
respect to ISE, Inc., if any stockholder purports to vote or cause the
voting of shares of the capital stock of ISE Holdings that would
violate the relevant voting limitation, then the ISE, Holdings will not
honor such vote to the extent that such provision would be
violated.\35\
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    \27\ ISE, Inc. represents that currently, no Person, either
alone or together with its Related Persons, owns more than 40
percent of the outstanding shares of any class or series of capital
stock of ISE, Inc., and no member, either alone or together with its
Related Persons, owns more than 20 percent of the outstanding shares
of any class or series of capital stock of ISE, Inc. ISE, Inc.
therefore represents that there is no reason to believe that the
Reorganization will result in any large concentrations of ownership
or voting power by ISE, Inc.'s current stockholders or members.
    \28\ See Holdings Certificate, Article Fourth, Subdivision III,
for the definition of ``Person.''
    \29\ See ISE, Inc. Amended Certificate, Article Fourth,
Subdivision III, for the current definition of ``Related Person''
and Holdings Certificate, Article Fourth, Subdivision III, for the
proposed modification to the definition of ``Related Persons'' in
connection with the Reorganization. Currently, ``Related Person''
means (1) with respect to any Person, all ``affiliates'' and
``associates'' of such Person (as such terms are defined in Rule
12b-2 under the Act); (2) with respect to any Person constituting an
exchange member (as defined in the ISE, Inc. Amended Constitution),
any broker or dealer with which such Exchange Member is associated;
and (3) any two or more Persons that have any agreement,
arrangement, or understanding (whether or not in writing) to act
together for the purpose of acquiring, voting, holding, or disposing
of shares of the capital stock of ISE, Inc. ISE, Inc. proposes to
modify the definition of ``Related Persons'' in connection with the
Reorganization to also include, with respect to any Person, any
executive officer (as defined under Rule 3b-7 under the Act),
director, general partner, manager, or managing member, as
applicable, and, with respect to any Person that is an executive
officer (as defined under Rule 3b-7 under the Act), director,
general partner, manager, or managing member of a company,
corporation, or similar entity, such company, corporation, or
entity, as applicable.
    \30\ Holdings Certificate, Article Fourth, Subdivision III(a).
    \31\ The term ``Member,'' as proposed to be defined in ISE Rule
100, means an organization that has been approved to exercise
trading rights associated with Exchange Rights.
    \32\ Holdings Certificate, Article Fourth, Subdivision III(a).
    \33\ Holdings Certificate, Article Fourth, Subdivision III(b).
    \34\ ISE, Inc. Amended Certificate, Article Fourth, Subdivision
III(c).
    \35\ Holdings Certificate, Article Fourth, Subdivision III(d).
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    ISE, LLC also will continue to have a 20 percent limit with respect
to Exchange Rights.\36\ Specifically, no holder or lessee of Exchange
Rights, together with any affiliate, may own (or exercise any of the
non-trading rights associated with) more than 20 percent of the PMM
Rights, the CMM Rights, or the EAM Rights.\37\
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    \36\ LLC Agreement, section 6.5(a).
    \37\ Id.
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    Members that trade on an exchange traditionally have ownership
interests in such exchange. As the Commission has noted in the past,
however, a member's interest in an exchange could become so large as to
cast doubt on whether the exchange can fairly and objectively exercise
its self-regulatory responsibilities with respect to that member.\38\ A
member that is a controlling shareholder of an exchange might be
tempted to exercise that controlling influence by directing the
exchange to refrain from, or the exchange may hesitate to, diligently
monitor and surveil the member's conduct or diligently enforce its
rules and the federal securities laws with respect to conduct by the
member that violates such provisions.
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    \38\ See Securities Exchange Act Release Nos. 53128 (January 13,
2006), 71 FR 3550 (January 23, 2006) (File No. 10-131); 51149
(February 8, 2005), 70 FR 7531 (February 14, 2005) (SR-CHX-2004-26);
49718 (May 17, 2004), 69 FR 29611 (May 24, 2004) (SR-PCX-2004-08);
49098 (January 16, 2004), 69 FR 3974 (January 27, 2004) (SR-Phlx-
2003-73); and 49067 (January 13, 2004), 69 FR 2761 (January 20,
2004) (SR-BSE-2003-19).
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    In addition, as proposed, ISE, LLC will be a wholly owned
subsidiary of ISE Holdings. The LLC Agreement identifies this ownership
structure.\39\

Any changes to the LLC Agreement, including any changes to the
provision that identifies ISE Holdings as the sole LLC member, must be
filed with and approved by the Commission pursuant to Section 19 of the
Act.\40\ Further, any assignment of its interest in ISE, LLC by ISE
Holdings will be subject to prior Commission approval pursuant to
section 19 of the Act.\41\
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    \39\ The LLC Agreement only permits ISE, LLC to have one LLC
member at any given time, and identifies ISE Holdings as the sole
LLC member. See preamble to the LLC Agreement and sections 2.1 and
3.1.
    \40\ 15 U.S.C. 78s.
    \41\ LLC Agreement, section 7.1.
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    The Commission finds that the ownership and voting limitations in
the Holding Certificate and the change in control provisions and limit
on Exchange Rights in the LLC Agreement are consistent with the Act.
These requirements should minimize the potential that a person could
improperly interfere with or restrict the ability of the Commission or
ISE, LLC to effectively carry out their regulatory oversight
responsibilities under the Act.

B. Exchange Operations and Independence of Self-Regulatory Function of
ISE, LLC

    Upon consummation of the Merger, ISE, LLC will be the successor to
the registration of ISE, Inc. as a national securities exchange. ISE,
LLC thus will operate as the registered national securities exchange
under section 6 of the Act \42\ and be responsible for enforcing its
member compliance with the Federal securities laws and ISE Rules.\43\
Further, all decisions with respect to the listing and delisting of
options and related products will continue to be made in accordance
with ISE Rules. ISE, Inc. also represents that provisions of the LLC
Agreement and LLC Constitution dealing with exchange operations are
substantively the same as the current ISE, Inc. Amended Certificate and
ISE, Inc. Amended Constitution, respectively.
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    \42\ 15 U.S.C. 78f.
    \43\ Under the Act, the holders or lessees of Exchange Rights
are ``members'' of ISE, LLC. See section 3(a)(3) of the Act, 15
U.S.C. 78c(a)(3). However, the holders of Exchange Rights are not
``members'' for purposes of the Delaware Limited Liability Company
Act or the LLC Agreement. LLC Agreement, section 6.1.
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    As an SRO, ISE, LLC will have ultimate responsibility for the
administration and enforcement of the rules governing its options
business operations. ISE, Inc. represents that the regulatory
relationship that it currently maintains with the National Association
of Securities Dealers (``NASD'') will not be affected by the
Reorganization and that ISE, LLC, as the successor-in-interest to ISE,
Inc., will continue to have the same relationship with the NASD.\44\
ISE, LLC's disciplinary process will be the same as the process for
ISE, Inc. and will be carried out by the Business Conduct Committee
which is composed of members.\45\ Likewise, ISE, Inc. represents that
ISE, LLC will participate in various national market system plans,
including the Options Price Reporting Authority and the Options
Intermarket Linkage Plan, in which ISE, Inc. is currently a
participant.
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    \44\ See Securities Exchange Act Release No. 4781 (May 14,
2003), 68 FR 27869 (May 21, 2003) (approving a plan pursuant to Rule
17d-2 of the Act between NASD and ISE, Inc.).
    \45\ Currently, the Chief Executive Officer (``CEO'') of ISE,
Inc. authorizes the institution of disciplinary actions, and ISE,
Inc., with the assistance of the NASD staff, if appropriate,
conducts disciplinary proceedings before the Business Conduct
Committee. Decisions of the Business Conduct Committee may be
appealed to the Committee for Review of ISE, Inc., which is composed
of directors of ISE, Inc.
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    Certain provisions in the LLC Agreement, LLC Constitution, and ISE
Rules are designed to facilitate the ability of ISE, LLC to fulfill its
regulatory obligations under the Act and to help ensure the
independence of its regulatory function from its market operations and
other commercial interests. Specifically, the LLC Constitution provides
that all meetings of the LLC Board pertaining to the self-regulatory
function of ISE, LLC or to the structure of the market that ISE, LLC
regulates will be closed to all persons other than the LLC Board and
officers, staff, counsel, or other advisors of ISE, LLC whose
participation is necessary or appropriate to the proper discharge of
ISE, LLC's regulatory functions and any representative of the
Commission. No members of the Holdings Board who are not also LLC Board
members, and no officers, staff, counsel, or advisors of ISE Holdings
who are not also officers, staff, counsel, or advisors of ISE, LLC,
will be allowed to participate in such meetings.\46\
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    \46\ LLC Constitution, section 3.2(d).
---------------------------------------------------------------------------

    In addition, the LLC Agreement provides that, in discharging his or
her responsibilities as a member of the LLC Board, each director shall
take into consideration the effect that his or her actions would have
on the ability of ISE, LLC to carry out its responsibilities under the
Act.\47\ Further, in discharging his or her responsibilities as a
member of the LLC Board or as an officer or employee of ISE, LLC, each
director, officer, or employee shall comply with the federal securities
laws and rules and regulations thereunder and cooperate with the
Commission.\48\ The LLC Agreement also provides that all confidential
information pertaining to the self-regulatory function of ISE, LLC
contained in books and records of ISE, LLC shall not be made available
to any persons other than to those officers, directors, employees, and
agents of ISE, LLC that have a reasonable need to know the contents
thereof, be retained in confidence by such parties, and not be used for
any commercial purposes.\49\
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    \47\ LLC Agreement, section 5.1(b).
    \48\ Id.
    \49\ LLC Agreement, section 4.1(b). The Commission believes that
any non-regulatory use of such information would be for a commercial
purpose.
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    The Commission further notes that ISE has taken steps to safeguard
the use of regulatory monies. In particular, ISE, LLC will interpret
ISE Rules to require that any revenue it receives from regulatory fees
or penalties will be segregated and applied to fund the legal,
regulatory, and surveillance operations of ISE, LLC and will not be
used to pay distributions to the sole LLC member (ISE Holdings) or
holders of Exchange Rights, except in the event of liquidation of ISE,
LLC, in which case the sole LLC member will be entitled to the
distribution of ISE, LLC's remaining assets.\50\
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    \50\ See Securities Exchange Act Release No. 45803 (April 23,
2002), 67 FR 21306 (April 30, 2002).
---------------------------------------------------------------------------

    Finally, proposed ISE Rule 312 provides that, without prior
Commission approval, ISE, LLC or any entity with which it is affiliated
shall not, directly or indirectly through one or more intermediaries,
acquire or maintain an ownership interest in a Member or non-member
owner. In addition, pursuant to ISE Rule 312, a Member or non-member
owner shall not be or become an affiliate of ISE, LLC or an affiliate
of any affiliate of ISE, LLC.\51\ Moreover, the LLC Constitution
prohibits officers or employees of ISE, LLC from being holders of
Exchange Rights or being affiliated with a Member.\52\ The Commission
believes that these provisions mitigate its concerns about the
potential for unfair competition and conflicts of interest between an
exchange's self-regulatory obligations and its commercial interest. The
Commission also believes that ISE Rule 312 minimizes the potential for
unfair competitive advantage that the affiliated member could have by
virtue of informational or operational

advantages, or the ability to receive preferential treatment.\53\
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    \51\ ISE Rule 312 also provides that it does not prohibit a
Member or non-member owner from acquiring or holding any equity
interest in ISE Holdings that is permitted by the Holdings
Certificate. Further, ISE Rule 312 does not prohibit any Member from
being or becoming an affiliate of ISE, LLC or an affiliate of any
affiliate of ISE, LLC solely by reason of any officer, director, or
partner of such Member being or becoming an Exchange Director
pursuant to the LLC Constitution.
    \52\ LLC Constitution, section 4.5.
    \53\ See Securities Exchange Act Release No. 53382 (February 27,
2006), 71 FR 11251 (March 6, 2006) (order approving the business
combination of New York Stock Exchange, Inc. and Archipelago
Holdings, Inc.).
---------------------------------------------------------------------------

    The Commission finds that the proposed organization of ISE, LLC is
consistent with the Act, particularly with section 6(b)(1),\54\ which
requires that an exchange be so organized and have the capacity to
carry out the purposes of the Act.
---------------------------------------------------------------------------

    \54\ 15 U.S.C. 78f(b)(1).
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C. Relationship of ISE Holdings to ISE, LLC; Jurisdiction Over ISE
Holdings

    Following the Reorganization, ISE Rules, LLC Agreement, and LLC
Constitution will reflect ISE, LLC's status as a wholly owned
subsidiary of ISE Holdings, under management of the ISE, LLC Board and
its designated officers and with self-regulatory obligations pursuant
to ISE, LLC's registration as a national securities exchange.
    As the sole owner of ISE, LLC, ISE Holdings' activities must be
consistent with, and not interfere with, ISE, LLC's obligations under
the Act. Certain provisions in the Holdings Certificate and Holdings
Bylaws are designed to enable ISE, LLC to operate in a manner that
complies with federal securities laws, including the objectives of
sections 6(b) and 19(g) of the Act,\55\ and facilitate the ability of
ISE, LLC and the Commission to fulfill their regulatory and oversight
obligations under the Act.
---------------------------------------------------------------------------

    \55\ 15 U.S.C. 78f(b) and 78s(g).
---------------------------------------------------------------------------

    For example, the Holdings Certificate provides that ISE, Holdings,
each director of the Holdings Board, and each officer or employee of
ISE Holdings shall comply with the Federal securities laws and rules
and regulations thereunder and shall cooperate with ISE, LLC and the
Commission.\56\ In addition, in discharging his or her responsibilities
as a member of the Holdings Board, each director of the Holdings Board
shall take into consideration the effect that ISE Holdings' actions
would have on the ability of ISE, LLC to carry out its responsibilities
under the Act.\57\ ISE Holdings and its officers, directors, and
employees also shall give due regard to the preservation of the
independence of the self-regulatory function of ISE, LLC and to ISE,
LLC's obligations under the Act and the rules thereunder and shall not
take any actions which he or she knows or reasonably should have known
would interfere with the effectuation of any decisions by the LLC Board
relating to ISE, LLC's regulatory functions or which would adversely
affect the ability of ISE, LLC to carry out ISE, LLC's responsibilities
under the Act.\58\ Further, all confidential information pertaining to
the self-regulatory function of ISE, LLC contained in books and records
of ISE, LLC that shall come into the possession of ISE Holdings shall
not be made available to any Persons other than to officers, directors,
employees, and agents of ISE Holdings that have a reasonable need to
know, be retained in confidence by such parties, and not be used for
any commercial purposes.\59\
---------------------------------------------------------------------------

    \56\ Holdings Certificate, Article Twelfth and Article
Fifteenth. ISE Holdings also shall take reasonable steps necessary
to cause its agents to cooperate with ISE, LLC and the Commission
with respect to such agents' activities related to ISE, LLC.
Holdings Certificate, Article Fifteenth.
    \57\ Holdings Certificate, Article Twelfth.
    \58\ Holdings Bylaws, section 1.5. ISE Holdings also will take
reasonable steps necessary to cause its officers, directors, and
employees, prior to accepting a position as such, to consent in
writing to the applicability to them of Article Twelfth, Article
Thirteenth, and Article Fourteenth of Holdings Certificate and
sections 1.4 and 1.5 of Holdings Bylaws, as applicable, with respect
to their activities related to ISE, LLC. Holdings Bylaws, section
1.6.
    \59\ Holdings Certificate, Article Thirteenth. The Commission
believes that any non-regulatory use of such information would be
for a commercial purpose.
---------------------------------------------------------------------------

    In addition, ISE Holdings' books and records will be subject at all
times to inspection and copying by the Commission and are deemed to be
the books and records of ISE, LLC for purposes of and subject to
oversight pursuant to the Act, in each case to the extent they relate
to the exchange business of ISE, LLC.\60\ ISE Holdings and its
officers, directors, employees, and agents will also submit to the
jurisdiction of the U.S. Federal courts, the Commission, and ISE, LLC
with respect to activities relating to ISE, LLC.\61\
---------------------------------------------------------------------------

    \60\ Holdings Certificate, Article Fourteenth.
    \61\ Holdings Bylaws, section 1.4. ISE Holdings and its
officers, directors, employees, and agents will also maintain an
agent for service of process in the U.S. Id.
---------------------------------------------------------------------------

    The Holdings Certificate and Holdings Bylaws also provide that any
amendment to the Holdings Certificate or Holdings Bylaws must be
submitted by the Holdings Board to the LLC Board. If the LLC Board
determines that such amendment is required, under section 19 of the Act
\62\ and the rules promulgated thereunder, to be filed with, or filed
with and approved by, the Commission, then such amendment will not
become effective until filed with, or filed and approved by, the
Commission.\63\ The Commission finds that these provisions are
consistent with the Act, and that they will support ISE, LLC's ability
to fulfill its self-regulatory obligations and administer and comply
with the requirements of the Act.
---------------------------------------------------------------------------

    \62\ 15 U.S.C. 78s.
    \63\ Holdings Certificate, Article Sixteenth, and Holdings
Bylaws, section 10.1.
---------------------------------------------------------------------------

    Under section 20(a) of the Act,\64\ any person with a controlling
interest in ISE, LLC would be jointly and severally liable with, and to
the same extent that, ISE, LLC is liable under any provision of the
Act, unless the controlling person acted in good faith and did not
directly or indirectly induce the act or acts constituting the
violation or cause of action. In addition, section 20(e) of the Act
\65\ creates aiding and abetting liability for any person who knowingly
provides substantial assistance to another person in violation of any
provision of the Act or rule thereunder. Further, section 21C of the
Act \66\ authorizes the Commission to enter a cease-and-desist order
against any person who has been a ``cause of'' a violation of any
provision of the Act through an act or omission that the person knew or
should have known would contribute to the violation. These provisions
are applicable to ISE Holdings' dealings with ISE, LLC.
---------------------------------------------------------------------------

    \64\ 15 U.S.C. 78t(a).
    \65\ 15 U.S.C. 78t(e).
    \66\ 15 U.S.C. 78u-3.
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D. Governance of ISE, LLC

    The corporate governance provisions of the LLC Agreement and LLC
Constitution are substantively the same as the current the ISE, Inc.
Amended Certificate and ISE, Inc. Amended Constitution, respectively.
    Although ISE Holdings will have sole voting control over ISE, LLC
(except for certain matters relating to Exchange Rights),\67\ the
management and administration of ISE, LLC will be carried out by the
LLC Board and by the executive officers of ISE, LLC.\68\ Among other
officers, ISE, LLC will have a President and CEO and a Chief Regulatory
Officer that will manage the business and affairs of ISE, LLC, subject
to the oversight of the ISE, LLC Board.\69\
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    \67\ See supra note 19.
    \68\ See LLC Constitution, Section 5.1(a). See also LLC
Agreement, Section 5.1.
    \69\ In some cases this management will be subject to the
approval of ISE Holdings as the sole LLC member. ISE, Inc.
represents that, under Delaware law, certain events such as the sale
of all or substantially all of the assets, merger, or liquidation of
ISE, LLC may require the approval of ISE Holdings.
    The initial officers of ISE, LLC will be the individuals
currently serving as the officers of ISE, Inc. Further, ISE, LLC
will have a Finance & Audit Committee, a Corporate Governance
Committee, and a Compensation Committee, all of which will be
governed by charters. LLC Constitution, sections 5.4, 5.5, and 5.6.

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

    As is the case currently with respect to the board of directors of
ISE, Inc. (``ISE, Inc. Board''), the LLC Board will be composed of 15
members,\70\ eight of whom will be Non-Industry Directors,\71\ six of
whom will be Exchange Directors, and the CEO of ISE, LLC.\72\ Each
year, the Nominating Committee \73\ will nominate the Exchange
Directors and the Corporate Governance Committee will nominate the Non-
Industry Directors.\74\ At the first annual meeting of the sole LLC
member (ISE Holdings) and holders of Exchange Rights, and at each
subsequent annual meeting, ISE Holdings will elect the eight Non-
Industry Directors (rather than the holders of the Class A Common
Stock, as is currently the case), and holders of Exchange Rights will
elect the six Exchange Directors, to serve until the next annual
meeting or until their successors are elected and qualified.\75\ The
Chairman of the LLC Board will be a Non-Industry Director who is
elected by the LLC Board.
---------------------------------------------------------------------------

    \70\ ISE, Inc. proposes that the number of members of the LLC
Board may only be changed by the LLC Board with the approval of the
affirmative vote of the holders of two-thirds of the then
outstanding Exchange Rights. LLC Constitution, section 3.2.
    \71\ See LLC Constitution, section 3.2(b), for the definition of
``Non-Industry Director'' and section 13.1(w), for the definition of
``non-industry representative.'' These definitions are the same as
the current definitions. See ISE, Inc. Amended Constitution,
sections 3.2(b) and 14.1(q), respectively. Further, as is currently
the case, at least 2 Non-Industry Directors will be required to be
public representatives. See LLC Constitution, Section 3.2(b)(iv).
    \72\ LLC Agreement, section 5.2, and LLC Constitution, section
3.2(b). ISE, Inc. represents that the initial members of the LLC
Board were the individuals serving as directors of ISE, Inc. on the
date of formation of ISE, LLC.
    \73\ The proposed Nominating Committee will be composed of one
representative of PMM Rights, one representative of CMM Rights, and
one representative of EAM Rights. See LLC Constitution, section
5.3(a). This composition is essentially the same as the current
Nominating Committee of ISE, Inc. See ISE, Inc. Amended
Constitution, section 5.3(a).
    \74\ The proposed Corporate Governance Committee will be
composed of three, and no more than eight, Non-Industry Directors.
See LLC Constitution, section 5.4. This is the same as the current
Corporate Governance Committee. See ISE, Inc. Amended Constitution,
section 5.4.
    \75\ LLC Constitution, section 3.2(c).
---------------------------------------------------------------------------

    As is currently the case, each director of ISE, LLC will hold
office for a two-year term, except the CEO of ISE, LLC will hold office
for a one-year term or such earlier time as such person no longer
serves as the CEO. The directors, other than the CEO, will be divided
into two classes.\76\ If there is a vacancy on the LLC Board, the
vacancy will be filled by the LLC Board, and the person chosen to fill
the vacancy will serve until the expiration of the term of office of
the class to which such person was elected. No Exchange Director may
serve more than three consecutive terms, and, after a two-year hiatus,
may again be eligible to serve as an Exchange Director.\77\
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    \76\ At each annual meeting, the successors of the class of
directors whose term expires at that meeting will be elected to hold
office for a term expiring at the annual meeting held in the second
year following the year of their election and until their successors
are elected and qualified.
    \77\ LLC Constitution, section 3.2(e). ISE, Inc. did not impose
term limits on Non-Industry Directors, and ISE, LLC does not propose
to do so, though the ISE, LLC Corporate Governance Committee may
determine whether and how to provide for such term limits at a later
time.
---------------------------------------------------------------------------

    Holders of Exchange Rights also may continue to nominate Exchange
Directors by petition. ISE, Inc. represents that the petition process
following the Reorganization will be substantially similar to the
petition process currently in place for ISE, Inc. However, for purposes
of determining whether a person has been nominated for election by
petition by the requisite percentage set forth in the LLC Constitution,
no Member, alone or together with its affiliates, may account for more
than 50 percent of the signatures of the holders of outstanding
Exchange Rights of the series entitled to elect such person.\78\
---------------------------------------------------------------------------

    \78\ LLC Constitution, section 3.10. Petitions submitted for
nominees for Exchange Directors of ISE, LLC also will not be
required to contain all the information that is required to be
disclosed pursuant to Regulation 14A under the Act, because ISE, LLC
will not be subject to the proxy requirements under the Act.
---------------------------------------------------------------------------

    The proposed governance structure of ISE, LLC following the
Reorganization will be substantially the same as the governance
structure currently in place for ISE, Inc. The Commission therefore
finds that proposed governance structure, including the composition of
the LLC Board and the selection of directors, continue to satisfy the
requirements of the Act, including sections 6(b)(1) and 6(b)(3) of the
Act.\79\
---------------------------------------------------------------------------

    \79\ 15 U.S.C. 78f(b)(1) and 78f(b)(3). The Commission notes
that it is in the process of reviewing a range of governance issues
relating to SROs, including possible steps to strengthen the
framework for, and ways to improve the transparency of, the
governance procedures of all SROs and has proposed rules in
furtherance of this goal. Depending upon the results of the proposed
rules, ISE, LLC may be required to make changes to further
strengthen its governance structure. The Commission also believes
that the LLC Board should continue to monitor and evaluate ISE,
LLC's governance structure and processes on an ongoing basis, and
propose further changes as appropriate. See Securities Exchange Act
Release No. 50699 (November 18, 2004), 69 FR 71126 (December 8,
2004).
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III. Conclusion

    For the foregoing reasons, the Commission finds that the proposed
rule change, as amended, is consistent with the Act and rules and
regulations thereunder applicable to the national securities exchange.
    It is therefore ordered, pursuant to section 19(b)(2) of the Act
\80\ that the proposed rule change (SR-ISE-2006-04), as amended, is
approved, and Amendment No. 3 is approved on an accelerated basis.
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    \80\ 15 U.S.C. 78s(b)(2).
    \81\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Market Regulation,
pursuant to delegated authority.\81\
Nancy M. Morris,
Secretary.
 [FR Doc. E6-6411 Filed 4-27-06; 8:45 am]

BILLING CODE 8010-01-P


[Federal Register: October 9, 2009 (Volume 74, Number 195)]
[Rules and Regulations]
[Page 52143-52144]
[DOCID:fr09oc09-10]

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DEPARTMENT OF HOMELAND SECURITY

Coast Guard

33 CFR Part 117

[Docket No. USCG-2009-0754]

Drawbridge Operation Regulations; Elizabeth River, Eastern
Branch, VA

AGENCY: Coast Guard, DHS.

ACTION: Notice of temporary deviation from regulations; request for
comments.

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SUMMARY: The Commander, Fifth Coast Guard District, has issued a
temporary deviation from the regulation governing the operation of the
Berkley Bridge across the Eastern Branch of the Elizabeth River, mile
0.4, at Norfolk, Virginia. This deviation will test a change in the
drawbridge operation schedule to determine whether a schedule change is
needed.

DATES: This deviation is effective from 9 a.m. on October 9, 2009
through 2:30 p.m. on March 9, 2010.
    Comments and related material must be received by the Coast Guard
on or before December 8, 2009.

ADDRESSES: You may submit comments identified by docket number USCG-
2009-0754 using any one of the following methods:
     Federal eRulemaking Portal: http://www.regulations.gov.
     Fax:<PHONE_NUMBER>.
     Mail: Docket Management Facility (M-30), U.S. Department
of Transportation, West Building Ground Floor, Room W12-140, 1200 New
Jersey Avenue, SE., Washington, DC 20590-0001.
     Hand delivery: Same as mail address above, between 9 a.m.
and 5 p.m., Monday through Friday, except Federal holidays. The
telephone number is<PHONE_NUMBER>.
    To avoid duplication, please use only one of these methods. See the
``Public Participation and Request for Comments'' portion of the
SUPPLEMENTARY INFORMATION section below for instructions on submitting
comments.

FOR FURTHER INFORMATION CONTACT: If you have questions on this proposed
rule, call or e-mail Waverly Gregory, Bridge Administrator, Fifth Coast
Guard District, telephone<PHONE_NUMBER>, e-mail
<EMAIL_ADDRESS>If you have questions on viewing or
submitting material to the docket, call Renee V. Wright, Program
Manager, Docket Operations, telephone<PHONE_NUMBER>.

SUPPLEMENTARY INFORMATION:

Public Participation and Request for Comments

    We encourage you to participate in this rulemaking by submitting
comments and related materials. All comments received will be posted,
without change, to http://www.regulations.gov and will include any
personal information you have provided.

Submitting Comments

    If you submit a comment, please include the docket number for this
rulemaking (USCG-2009-0754), indicate the specific section of this
document to which each comment applies, and provide a reason for each
suggestion or recommendation. You may submit your comments and material
online (http://www.regulations.gov), or by fax, mail or hand delivery,
but please use only one of these means. If you submit a comment online
via http://www.regulations.gov, it will be considered received by the
Coast Guard when you successfully transmit the comment. If you fax,
hand deliver, or mail your comment, it will be considered as having
been received by the Coast Guard when it is received at the Docket
Management Facility. We recommend that you include your name and a
mailing address, an e-mail address, or a phone number in the body of
your document so that we can contact you if we have questions regarding
your submission.
    To submit your comment online, go to http://www.regulations.gov,
click on the ``submit a comment'' box, which will then become
highlighted in blue. In the ``Keyword'' box insert ``USCG-2009-0754,''
click ``Search,'' and then click on the balloon shape in the
``Actions'' column. If you submit your comments by mail or hand
delivery, submit them in an unbound format, no larger than

8\1/2\ by 11 inches, suitable for copying and electronic filing. If you
submit them by mail and would like to know that they reached the
Facility, please enclose a stamped, self-addressed postcard or
envelope. We will consider all comments and material received during
the comment period and may change the rule based on your comments.

Viewing Comments and Documents

    To view comments, as well as documents mentioned in this preamble
as being available in the docket, go to http://www.regulations.gov,
click on the ``read comments'' box, which will then become highlighted
in blue. In the ``Keyword'' box insert ``USCG-2009-0754'' and click
``Search.'' Click the ``Open Docket Folder'' in the ``Actions'' column.
You may also visit the Docket Management Facility in Room W12-140 on
the ground floor of the Department of Transportation West Building,
1200 New Jersey Avenue, SE., Washington, DC 20590, between 9 a.m. and 5
p.m., Monday through Friday, except Federal holidays. We have an
agreement with the Department of Transportation to use the Docket
Management Facility.

Privacy Act

    Anyone can search the electronic form of comments received into any
of our dockets by the name of the individual submitting the comment (or
signing the comment, if submitted on behalf of an association,
business, labor union, etc.). You may review a Privacy Act notice
regarding our public dockets in the January 17, 2008, issue of the
Federal Register (73 FR 3316).

Public Meeting

    We do not now plan to hold a public meeting. But you may submit a
request for one using one of the four methods specified under
ADDRESSES. Please explain why one would be beneficial. If we determine
that one would aid this rulemaking, we will hold one at a time and
place announced by a later notice in the Federal Register.

Background and Purpose

    On behalf of the Cities of Chesapeake and Norfolk, Virginia, the
Virginia Department of Transportation (VDOT) who owns and operates the
lift-type Berkley Bridge has requested a temporary deviation to the
existing bridge regulations. The normal operating schedule allows the
Berkley Bridge, mile 0.4, with a vertical clearance of 48 feet at mean
high tide in Norfolk, Virginia, to remain closed one hour prior to the
published start of a scheduled marine event regulated under 33 CFR
100.501, and remain closed until one hour following the completion of
the event unless the Patrol Commander designated under Sec.  100.501
allows the bridge to open for commercial vessel traffic. In addition,
the bridge shall open on signal any time except from 5 a.m. to 9 a.m.
and from 3 p.m. to 7 p.m., Monday through Friday, except Federal
holidays, and shall open at any time for vessels with a draft of 18
feet or more, provided that at least 6 hours advance notice has been
given to the Berkley Bridge Traffic Control Room at<PHONE_NUMBER> as
required by 33 CFR 117.1007(b) and (c).
    Vessel traffic on this waterway consists of pleasure craft, tug and
barge traffic, and ships with assist tugs seeking repair yards. There
is no alternate waterway route around the bridge.
    Due to the temporary closure of two area bridges, this bridge and
its approaches has experienced vehicular traffic back-ups, delays, and
congestion. By adjusting the scheduled bridge openings, we anticipate a
decrease in vehicular traffic congestion during the daytime hours.
During this test deviation, VDOT will gather data from the scheduled
openings, along with vessel counts, to compare, evaluate, and monitor
both old and new traffic patterns in hope of reducing roadway
congestion on the bridge and local commuting area by adjusting bridge
openings to ensure any future regulation will not have a significant
impact on navigation.
    The Berkley Bridge is the principle arterial route in and out of
the City of Norfolk and serves as the major evacuation highway in the
event of emergencies. According to vehicular traffic counts submitted
by VDOT for the last quarter of calendar year 2008 the average daily
traffic volumes at the Berkley Bridge are as shown below:

October...................      2008    83,296  vehicles.
November..................      2008    99,643  vehicles.
December..................      2008   106,856  vehicles.

    The traffic counts reveal that from October 2008 to December 2008,
the Berkley Bridge has experienced a seven percent (or 23,560-car)
increase in traffic flow during the morning and evening rush hours. The
Coast Guard anticipates a continued increase in vehicular traffic over
the bridge due to the previously referenced temporary closure of two
area bridges and and anticipates that traffic will subside when those
bridges return to service.
    A Notice of Proposed Rulemaking, USCG-2009-0754, is being issued in
conjunction with this Temporary Deviation to obtain additional public
comments.
    The Coast Guard will evaluate public comments from this Temporary
Test Deviation and the above-referenced Notice of Proposed Rulemaking
to determine if a proposed temporary change to the drawbridge operating
regulation is warranted for the duration of the project.

The Test Schedule

    From 9 a.m. on October 9, 2009 through 2:30 p.m. on March 9, 2010,
the draw shall open on signal at 9 a.m., 11 a.m., 1 p.m. and 2:30 p.m.,
Monday through Friday, except Federal holidays. At all other times, the
drawbridge will operate in accordance with the current operating
regulations outlined in 33 CFR 117.1007(b) and (c).
    During this test deviation, VDOT will gather data from the
scheduled openings, along with vessel counts, to compare, evaluate, and
monitor both old and new traffic patterns in hope of reducing roadway
congestion on the bridge and local commuting area by adjusting bridge
openings to ensure a future regulation will not have a significant
impact on navigation.

Additional Information

    This deviation has been coordinated with the main commercial
waterway user group that has vessels transiting in this area and there
is no expectation of any significant impacts on navigation. Vessels
with a mast height of less than 48 feet can pass underneath the bridge
in the closed position. There are no alternate waterway routes.
    In accordance with 33 CFR 117.35(e), the drawbridge must return to
its regular operating schedule immediately at the end of the designated
time period. This deviation from the operating regulations is
authorized under 33 CFR 117.35.

    Dated: August 20, 2009.
Wayne E. Justice,
Rear Admiral, U.S. Coast Guard, Commander, Fifth Coast Guard District.
[FR Doc. E9-24486 Filed 10-7-09; 11:15 am]

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[Federal Register: September 1, 2010 (Volume 75, Number 169)]
[Notices]
[Page 53687]
[DOCID:fr01se10-48]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

[Docket No. EL10-82-000]

Southern Montana Electric Generation & Transmission Cooperative,
Inc. v. NorthWestern Corporation; Notice of Complaint

August 25, 2010.
    Take notice that on August 20, 2010, pursuant to section 206 of the
Federal Power Act, 16 U.S.C. 824c, and Rule 206 of the Federal Energy
Regulatory Commission's (Commission) Rules of Practice and Procedure,
18 CFR 385.206, Southern Montana Electric Generation & Transmission
Cooperative, Inc. (Complainant) filed a complaint against NorthWestern
Corporation (Respondent), alleging that the Respondent violated
Commission policies and its Open Access Transmission Tariff by (1)
using an ``umbrella'' or ``enabling'' agreement as the contractual
basis for a long-term point-to-point transmission service and (2)
billing the Complainant with respect to a transmission service for
which they had not contracted.
    Complainant certifies that copies of the complaint were served on
the contacts listed for Respondent as listed on the Commission's list
of Corporate Officials.
    Any person desiring to intervene or to protest this filing must
file in accordance with Rules 211 and 214 of the Commission's Rules of
Practice and Procedure (18 CFR 385.211, 385.214). Protests will be
considered by the Commission in determining the appropriate action to
be taken, but will not serve to make protestants parties to the
proceeding. Any person wishing to become a party must file a notice of
intervention or motion to intervene, as appropriate. The Respondent's
answer and all interventions, or protests must be filed on or before
the comment date. The Respondent's answer, motions to intervene, and
protests must be served on the Complainants.
    The Commission encourages electronic submission of protests and
interventions in lieu of paper using the ``eFiling'' link at http://
www.ferc.gov. Persons unable to file electronically should submit an
original and 14 copies of the protest or intervention to the Federal
Energy Regulatory Commission, 888 First Street, NE., Washington, DC
20426.
    This filing is accessible online at http://www.ferc.gov, using the
``eLibrary'' link and is available for review in the Commission's
Public Reference Room in Washington, DC. There is an ``eSubscription''
link on the Web site that enables subscribers to receive e-mail
notification when a document is added to a subscribed docket(s). For
assistance with any FERC Online service, please e-mail
<EMAIL_ADDRESS>or call<PHONE_NUMBER> (toll free). For
TTY, call<PHONE_NUMBER>.
    Comment Date: 5 p.m. Eastern Time on September 9, 2010.

Kimberly D. Bose,
Secretary.
[FR Doc. 2010-21790 Filed 8-31-10; 8:45 am]
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