[Federal Register: August 7, 2008 (Volume 73, Number 153)]
[Notices]
[Page 46086-46097]
[DOCID:fr07au08-108]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-58284; File No. SR-Amex-2008-62]

Self-Regulatory Organizations; American Stock Exchange LLC;
Notice of Filing of Proposed Rule Change and Amendment No. 1 Thereto
Relating to the Acquisition of the Exchange by NYSE Euronext

August 1, 2008.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Exchange Act'') \1\ and Rule 19b-4 thereunder,\2\ notice is hereby
given that on July 23, 2008, American Stock Exchange LLC, a Delaware
limited liability company (``Amex'' or the ``Exchange''), filed with
the Securities and Exchange Commission (``Commission'' or ``SEC'') the
proposed rule change as described in Items I, II, and III below, which
Items have been substantially prepared by the Exchange. On July 30,
2008, the Exchange filed Amendment No. 1 to the proposed rule change.
The Commission is publishing this notice to solicit comments on the
proposed rule change, as amended, 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 is submitting the proposed rule change in connection
with the AMCAS Merger, the Holdings Merger, the LLC Merger and the
NYSE/Amex Merger (each as defined in Section 1.(a). of Item II.A. below
and collectively, the ``Mergers'') and related transactions which will
result in the successor to Amex, to be renamed ``NYSE Alternext U.S.
LLC'' (``NYSE Alternext U.S.''), becoming an indirect wholly-owned
subsidiary of NYSE Euronext, a Delaware Corporation (``NYSE
Euronext'').
    In connection with the Mergers, New York Stock Exchange LLC
(``NYSE''), an indirect wholly-owned subsidiary of NYSE Euronext, is
proposing that certain organizational documents of NYSE Euronext and
its wholly-owned subsidiaries, NYSE Group, Inc. (``NYSE Group'') and
NYSE Regulation, Inc. (``NYSE Regulation'') and the Independence Policy
of NYSE Euronext (``NYSE Euronext Independence Policy'') be amended
substantially concurrently with the Mergers. In addition, Amex is
proposing to adopt the operating agreement of NYSE Alternext U.S.
(``NYSE Alternext U.S. Operating Agreement'') and to amend its rules
(``Amex Rules''), which will become the rules of NYSE Alternext U.S.
(``NYSE Alternext U.S. Rules''), to reflect the Mergers and related
transactions. In connection with the Mergers, Amex also proposes that
the present Constitution of Amex (``Amex Constitution'') will be
eliminated and relevant provisions thereof will be included in the NYSE
Alternext U.S. Operating Agreement or the NYSE Alternext U.S. Rules, as
applicable.
    The text of the proposed rule change is available at Amex, the
Commission's Public Reference Room, and on Amex's Web site at http://
www.amex.com. The text of Exhibits 5A through 5J is also available on
the Commission's Web site (http://www.sec.gov/rules/sro.shtml).

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. 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 purpose of the proposed rule change is to permit the Mergers as
well as certain other changes relating to corporate governance and
other items to accommodate the transformation of the Exchange from its
current status as a subsidiary of a not-for-profit member-

owned corporation into its post-merger status as a U.S. Regulated
Subsidiary \3\ of NYSE Euronext.
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    \3\ The term ``U.S. Regulated Subsidiary'' is defined under
Article VII, Section 7.3(G) of the Bylaws of NYSE Euronext.
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(a) Description of the Mergers
    Amex is a wholly-owned subsidiary of The Amex Membership
Corporation, a New York not-for-profit corporation (``MC'').\4\ MC owns
99% of Amex's ownership interest directly and owns the remaining 1%
ownership interest indirectly through MC's direct wholly-owned
subsidiary, AMC Acquisition Sub, Inc., a Delaware corporation
(``AMCAS''). To effect the Mergers, MC has established: (i) A new
direct wholly-owned subsidiary of MC, American Stock Exchange Holdings,
Inc., a Delaware for-profit, stock corporation (``Holdings''); and (ii)
a new direct wholly-owned subsidiary of Holdings, American Stock
Exchange 2, LLC, a Delaware limited liability company (``Amex 2'').
Consummation of the Mergers, which have been approved by MC members,\5\
is conditioned upon satisfaction or waiver (subject to applicable law)
of the conditions set forth in the terms of the Agreement and Plan of
Merger, dated as of January 17, 2008 (as may be amended, ``Merger
Agreement''), by and among NYSE Euronext, Amsterdam Merger Sub, LLC, a
Delaware limited liability company and a wholly-owned subsidiary of
NYSE Euronext created by NYSE Euronext in connection with the Mergers
(``Amsterdam Merger Sub''), MC, AMCAS, Holdings, Amex and Amex 2. The
proxy statement/prospectus sent to MC members in connection with their
approval of the Mergers has been filed with the Commission by NYSE
Euronext. The Mergers were approved by the requisite vote of MC members
at the special meeting of MC members held on June 17, 2008. In
addition, the Board of Governors of Amex (``Amex Board'') approved the
proposed rule change on May 21, 2008.
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    \4\ For a discussion of the current governance structure of MC
and Amex, see Securities Exchange Act Release No. 50057 (July 22,
2004) (Notice of filing of proposed rule change relating to the
NASD's sale of its interest in Amex to MC) and Securities Exchange
Act Release No. 50927 (December 23, 2004) (Order approving proposed
rule change relating to the NASD's sale of its interest in Amex to
MC). SR-Amex-2004-50.
    \5\ The term ``MC members'' herein refers to persons eligible to
vote on the Mergers.
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    The following transactions are contemplated to effect the Mergers:
    (i) AMCAS Merger. Prior to the Effective Time (as defined below),
AMCAS will be merged with and into MC (``AMCAS Merger'') and the
separate corporate existence of AMCAS will thereupon cease. MC will be
the surviving entity in the AMCAS Merger and will hold 100 percent of
the ownership interest in Amex. At the effective time of the AMCAS
Merger, each outstanding share of AMCAS common stock, par value $.01
per share, will be cancelled and retired without payment of any
consideration therefor and will cease to exist or be outstanding.
    (ii) Holdings Merger. Following the effective time of the AMCAS
Merger but prior to the Effective Time (as defined below), MC will be
merged with and into Holdings (``Holdings Merger'') and the separate
corporate existence of MC will thereupon cease. Holdings will be the
surviving entity in the Holdings Merger. At the effective time of the
Holdings Merger, shares of Holding common stock, par value $0.01 per
share (``Holdings Common Stock''), will be issued to persons owning MC
memberships \6\ immediately prior to the Holdings Merger, with each
Regular Membership and each Options Principal Membership (``OPM'')
receiving a certain number of shares of Holdings Common Stock, as
determined in the manner set forth in the Merger Agreement, which,
among other things, takes into account a $36,000 discount on the
consideration issued to each OPM vis-a-vis each Regular Membership.
Upon the Holdings Merger, each Regular Membership and OPM held by MC
will be cancelled and retired without payment of any consideration
therefor and will cease to exist or be outstanding.
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    \6\ ``Memberships'' used herein refer to Regular Memberships and
OPMs (defined below) and not to the membership interests held by
allied members or associate members, which membership interest
granted certain limited rights but did not grant voting rights.
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    (iii) LLC Merger. Contemporaneously with the Holdings Merger, Amex
will be merged with and into Amex 2 (``LLC Merger''), and the separate
limited liability company existence of Amex will thereupon cease. At
the effective time of the LLC Merger, each outstanding ownership
interest in Amex held by MC will be cancelled and retired without
payment of any consideration therefor and will cease to exist or be
outstanding. Amex 2 will be renamed NYSE Alternext U.S. LLC.
    (iv) NYSE/Amex Merger. Following the completion of the AMCAS
Merger, the Holdings Merger and the LLC Merger, Holdings (as the
surviving corporation of the Holdings Merger) will be merged with and
into Amsterdam Merger Sub (``NYSE/Amex Merger'') and the separate
corporate existence of Holdings shall thereupon cease. At the effective
time of the NYSE/Amex Merger (``Effective Time''), each share of
Holdings Common Stock issued and outstanding immediately prior to the
Effective Time will be converted into the right to receive one fully
paid and nonassessable share of the common stock of NYSE Euronext and
cash in lieu of fractional shares, if any, into which such shares of
Holdings Common Stock has been converted. In addition, under the terms
of the Merger Agreement, persons owning MC memberships immediately
prior to the Holdings Merger will be entitled to receive additional
shares of NYSE Euronext common stock measured by reference to the ``Net
Building Sale Proceeds'' (as defined in the Merger Agreement), if any,
from the sale of two buildings in New York City currently owned by
Amex's realty subsidiary, to the extent such sale occurs prior to the
date that is four years and 240 days following the Effective Time and
certain other conditions are satisfied, as set forth in the Merger
Agreement. Immediately following the NYSE/Amex Merger, NYSE Euronext
will contribute 100% of the limited liability company interest of
Amsterdam Merger Sub to NYSE Group (such contribution, the
``Contribution''), causing Amsterdam Merger Sub to become a direct
wholly-owned subsidiary of NYSE Group. Immediately following the
Contribution, Amsterdam Merger Sub will merge with and into NYSE
Alternext U.S. a direct wholly-owned subsidiary of Amsterdam Merger Sub
(``Internal Merger''). As a result of the Contribution and the Internal
Merger, NYSE Alternext U.S. will become a direct wholly-owned
subsidiary of NYSE Group.
    The NYSE Euronext Bylaws, the NYSE Group Charter, the NYSE Group
Bylaws, the NYSE Regulation Bylaws, the Trust Agreement (each as
defined in Section 1.(c). of this Item II.A. below) and the NYSE
Euronext Independence Policy will be amended in connection with the
Mergers. The NYSE Euronext Bylaws, the NYSE Euronext Independence
Policy, the NYSE Regulation Bylaws and the Trust Agreement will become
effective at the Effective Time. The NYSE Group Charter and the NYSE
Group Bylaws will become effective at or prior to the time of the
Contribution. In addition, upon the Contribution and the Internal
Merger, the NYSE Alternext U.S. Operating Agreement will become
effective.
    Upon completion of the NYSE/Amex Merger, NYSE Alternext U.S. will
continue to engage in the business of operating a national securities
exchange

registered under Section 6 of the Exchange Act,\7\ and will continue to
have self-regulatory responsibilities over its members. NYSE Alternext
U.S. will contract for the performance of its regulatory
responsibilities with NYSE Regulation, an indirect wholly-owned
subsidiary of NYSE Euronext, pursuant to a regulatory services
agreement (``NYSE Regulation RSA''), as further described in Section
1.(c).(E).a. of this Item II.A. below.\8\
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    \7\ 15 U.S.C. 78f.
    \8\ Following the Mergers, NYSE Alternext U.S. will not use any
regulatory fees, fines or penalties collected by NYSE Regulation for
commercial purposes. Earnings of NYSE Alternext U.S. not retained in
its business, other than regulatory fees, fines or penalties will be
distributed to its parent, NYSE Group, which may in turn distribute
such earnings to its parent, NYSE Euronext. See Section 4.05 of the
proposed NYSE Alternext U.S. Operating Agreement. NYSE Euronext, at
its discretion, may use such distributions from NYSE Alternext U.S.
to pay dividends to its stockholders.
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    The Mergers will have the effect of ``demutualizing'' MC because
equity ownership will be separated from the rights to trade on NYSE
Alternext U.S. As described in greater detail above, in connection with
the Mergers, persons owning MC memberships immediately prior to the
Holdings Merger will receive shares and cash in lieu of fractional
shares, if any, of the common stock of NYSE Euronext. Upon the
completion of the Holdings Merger, all trading rights appurtenant to
either Regular Memberships or OPMs existing immediately prior to the
Holdings Merger will be cancelled. In addition, the lessees will cease
to have any trading rights under any applicable leases upon the
completion of the Holdings Merger. Neither NYSE Alternext U.S. nor NYSE
Euronext will have any obligations under any leases that existed
immediately prior to the Holdings Merger to any party thereto. Physical
and electronic access to NYSE Alternext U.S.'s trading facilities will
be made available to individuals and organizations that obtain an
equity trading license, an options trading permit (``OTP'') or prior to
the issuance of the equity trading licenses and OTPs, a temporary
trading permit (to be known as an ``86 Trinity Permit''), from NYSE
Alternext U.S. Unless the context otherwise requires, persons or
entities to whom such trading licenses or permits are issued following
the Mergers are referred to as ``trading license or permit holders.''
    NYSE Alternext U.S. intends to issue equity trading licenses and
OTPs upon relocation of the NYSE Alternext U.S. equities and options
trading facilities to the NYSE trading floor or the electronic trading
platform of NYSE or NYSE Arca, Inc. (``NYSE Arca''), as applicable.\9\
Until such new trading licenses or permits are issued, NYSE Alternext
U.S. intends to make available to persons and entities that apply and
meet certain specified requirements \10\ 86 Trinity Permits for which
certain additional fees \11\ will be waived. 86 Trinity Permits will
allow the holders to trade products currently traded on the Exchange,
including equities and options, prior to relocation of the NYSE
Alternext U.S. equities and options trading facilities. To ensure
continuity of trading following the Mergers, persons and entities who
were authorized to trade on the Exchange immediately prior to the LLC
Merger, including: (i) Owners, lessees or nominees of Regular
Memberships or OPMs; (ii) limited trading permit holders; and (iii)
associate members, in each case who were authorized to trade on the
Exchange immediately prior to the LLC Merger, will be deemed to have
satisfied applicable requirements necessary to receive an 86 Trinity
Permit. 86 Trinity Permits will authorize owners, lessees or nominees
of Regular Memberships, OPMs, limited trading permit holders and
associate members who were authorized to trade on the Exchange
immediately prior to the LLC Merger, to trade the products which they
were previously authorized to trade and, subject to meeting the
qualifications currently in place for trading products which they
previously were not authorized to trade, to trade such other products.
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    \9\ Separate filings will be made to the Commission relating to
the rule changes associated with such relocation.
    \10\ The requirements for 86 Trinity Permits in the NYSE
Alternext U.S. Rules will be the same as the current requirements
for memberships in the Amex Rules and such requirements may be
satisfied by persons or entities that were not previously authorized
to trade on the Exchange immediately prior to the Mergers.
    \11\ Certain application processing fees may be charged for
persons or entities that were not previously authorized to trade on
the Exchange immediately prior to the Mergers. In addition, certain
charges may be applicable to the 86 Trinity Permits once issued. See
proposed NYSE Alternext U.S. Rule 358.
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    It is currently anticipated that NYSE Alternext U.S. will issue
equity trading licenses prior to OTPs. Upon the initial effective date
of the equity trading licenses, only holders of such equity trading
licenses will have the right to trade equities and any other products
associated with such equity trading licenses. Therefore, following the
initial effective date of the equity trading licenses, a holder of an
86 Trinity Permit shall only be entitled to trade products other than
those associated with the equity trading licenses. Upon the initial
effective date of the OTPs, only holders of such OTPs will have the
right to trade in options, and all 86 Trinity Permits will be
cancelled.
    Pursuant to the requirements of Section 19 of the Exchange Act,
NYSE Alternext U.S. intends to set forth in a separate rule filing the
qualifications for equity trading licenses and OTPs and the application
process for such trading licenses or permits. The Exchange currently
expects that the qualifications for trading license or permit holders
\12\ will be based on the current requirements for memberships on the
NYSE or NYSE Arca, respectively. Pursuant to the requirements of
Section 19 of the Exchange Act, NYSE Alternext U.S. also intends to set
forth in a separate rule filing the fees for a trading license or
permit that will be assessed. For a more detailed discussion of the 86
Trinity Permits, the equity trading licenses and OTPs, see Section
1(c)(C) of this Item II.A. below.
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    \12\ See proposed NYSE Alternext U.S. Rule 353.
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    Finally, in connection with the Mergers, the Board of Directors of
MC and the Amex Board (collectively, the ``Boards'') have approved the
termination of the Gratuity Fund.\13\ As a result, the Gratuity Fund
will be terminated upon the LLC Merger and neither NYSE Euronext nor
NYSE Alternext U.S. will offer a Gratuity Fund following the Mergers.
There will be no further payment of gratuities other than those related
to any deaths that occurred prior to the completion of the Mergers.
Upon the completion of the NYSE/Amex Merger, NYSE Alternext U.S.
currently expects to allocate the assets then remaining in the Gratuity
Fund (net of any administrative expenses incurred in the distribution
of such amount), first to pay out any death benefits that are accrued
but unpaid as of the completion of the NYSE/Amex Merger, and then to
distribute the remaining balance, if any, in a manner as the Boards
deem appropriate, taking into account the length of time each person
was a participant in the Gratuity Fund.
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    \13\ Currently, the Amex Constitution provides for a Gratuity
Fund which makes an assessment on the participants upon the death of
a participant and provides benefit to the surviving family of the
deceased participant. Active traders on Amex who may be the owner,
lessee, or nominee of a membership are eligible to participate in
the Gratuity Fund. Certain owners of a membership who are not
currently active are also eligible through the operation of certain
transition provisions in the Amex Constitution. See Article IX of
the current Amex Constitution for the provisions relating to the
Gratuity Fund currently in place.

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(b) Reasons for the Proposed Mergers
    The Mergers will have the effect of ``demutualizing'' MC and
causing Amex to become and operate as a for-profit subsidiary market of
NYSE Euronext (other than with respect to the regulatory
responsibilities currently conducted by Amex, which will be carried out
by NYSE Regulation, a not-for-profit entity). The Exchange believes
that changing its focus to that of a for-profit business and joining
the group of exchanges operated by NYSE Euronext along with modifying
its corporate and governance structures to reflect its status as a
subsidiary of NYSE Euronext will provide the Exchange with greater
flexibility to respond to the demands of a rapidly changing business
environment. In addition, the NYSE Euronext common stock issued in the
NYSE/Amex Merger will provide the MC members with greater liquidity
than the MC memberships they currently hold. Furthermore, by bringing
NYSE Euronext's leadership together with Amex's historically strong
position in options, exchange traded funds, closed-end funds,
structured products and cash equities, the combined company will be in
a position to create a diversified business model, ensuring its ability
to grow into, and compete using, new products and services, such as a
second U.S. options exchange license, which will enable the combined
company to operate a compelling dual market structure making available
to all customers the choice of price-time priority on NYSE Arca and
Amex's traditional market-maker model and a third, complementary U.S.
cash equities exchange, in addition to NYSE and NYSE Arca.
    The Exchange remains committed to its role as a national securities
exchange and does not believe that the Mergers will undermine its
responsibilities for regulating its marketplace. While it is currently
contemplated that NYSE Alternext U.S. will contract for the performance
of its regulatory responsibilities with NYSE Regulation through the
NYSE Regulation RSA, as further described in Section 1(c)(E) a. of this
Item II.A. below, NYSE Alternext U.S. will retain ultimate
responsibility for the fulfillment of its statutory and self-regulatory
obligations under the Exchange Act. Indeed, as further described below,
the NYSE Alternext U.S. Operating Agreement and the NYSE Alternext U.S.
Rules will have specific provisions that reinforce the responsibility
of NYSE Alternext U.S. for its self-regulatory obligations, including,
without limitation, the requirement that NYSE Group seek the
Commission's consent before transferring its limited liability company
interests in NYSE Alternext U.S.\14\
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    \14\ See Section 3.03 of the proposed NYSE Alternext U.S.
Operating Agreement.
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(c) Summary of Proposed Rule Change
    The proposed rule change is outlined below. In general, the
proposed rule change consists of: (i) The Amended and Restated
Certificate of Incorporation of NYSE Euronext (``NYSE Euronext
Charter''),\15\ (ii) the adoption of the Amended and Restated Bylaws of
NYSE Euronext (the ``NYSE Euronext Bylaws''), which will become
effective at the Effective Time,\16\ (iii) the adoption of the Second
Amended and Restated Certificate of Incorporation of NYSE Group (the
``NYSE Group Charter''), which will become effective at or prior to the
time of the Contribution,\17\ (iv) the adoption of the Second Amended
and Restated Bylaws of NYSE Group (``NYSE Group Bylaws''), which will
become effective at or prior to the time of the Contribution,\18\ (v)
the adoption of the NYSE Euronext Independence Policy, to become
effective at the Effective Time,\19\ (vi) the adoption of the Third
Amended and Restated Bylaws of NYSE Regulation (``NYSE Regulation
Bylaws''), to become effective at the Effective Time,\20\ (vii) the
adoption of certain amendments to the Trust Agreement of the NYSE Group
Trust I by and among NYSE Euronext, NYSE Group, Wilmington Trust
Company, as Delaware Trustee, Jacques de Larosiore de Champfeu, as
Trustee, Charles K. Gifford, as Trustee and John Shepard Reed, as
Trustee and the Amendment No. 1 thereto (such Trust Agreement, as
amended, the ``Trust Agreement''), which will become effective at the
Effective Time,\21\ (viii) the adoption of the NYSE Alternext U.S.
Operating Agreement, to become effective upon the Internal Merger,\22\
and (ix) the amendment of the Amex Rules, which will become the NYSE
Alternext U.S. Rules upon the completion of the LLC Merger, necessary
to issue trading licenses or permits following the Mergers, to
incorporate certain provisions in the Amex Constitution, which will be
eliminated in connection with the Mergers and to effect certain other
changes as described more fully below.\23\ The proposed rule change
will become operative upon completion of the Internal Merger. The
proposed NYSE Alternext U.S. Operating Agreement will reflect that Amex
2, to be renamed ``NYSE Alternext U.S. LLC'' upon the consummation of
the Mergers, will be a wholly-owned Regulated Subsidiary of NYSE Group
and a wholly-owned U.S. Regulated Subsidiary of NYSE Euronext.
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    \15\ The NYSE Euronext Charter is not being amended in
connection with the Mergers.
    \16\ The NYSE Euronext Bylaws are being amended to provide
similar protections to NYSE Alternext U.S. relating to its self-
regulatory functions as are currently provided to the NYSE and NYSE
Arca. Please see the proposed rule filing that the NYSE has filed
with the Commission in connection with the Mergers for more detail.
    \17\ The NYSE Group Charter is being amended to provide similar
protections to NYSE Alternext U.S. relating to its self-regulatory
functions as are currently provided to NYSE and NYSE Arca. Please
see the proposed rule filing that the NYSE has filed with the
Commission in connection with the Mergers for more detail.
    \18\ The NYSE Group Bylaws are being amended to provide that any
amendment to or repeal of the bylaws of NYSE Group must either be
(i) filed with or filed with and approved by the Commission, or (ii)
submitted to the boards of directors of NYSE Alternext U.S., as well
as the other Regulated Subsidiaries of NYSE Group, to the extent
that such entity continues to be controlled by NYSE Group, and if
any or all of such boards of directors shall determine that such
amendment or repeal must be filed with or filed with and approved by
the Commission before such amendment or repeal may be effectuated,
then such amendment or repeal shall not be effectuated until filed
with or filed with and approved by the Commission, as the case may
be. Please see the proposed rule filing that the NYSE has filed with
the Commission in connection with the Mergers for more detail.
    \19\ The NYSE Euronext Independence Policy is being amended to
ensure independence of the NYSE Euronext directors from NYSE
Alternext U.S., similar to the independence from NYSE and NYSE Arca.
Please see the proposed rule filing that the NYSE has filed with the
Commission in connection with the Mergers for more detail.
    \20\ NYSE Regulation Bylaws are being amended to provide that
the Committee for Review be expanded to include certain individuals
who are associated with member organizations of NYSE Alternext U.S.
Please see the proposed rule filing that the NYSE has filed with the
Commission in connection with the Mergers for more detail.
    \21\ The Trust Agreement is being amended to make certain
technical changes designed to provide NYSE Alternext U.S. with the
same protections against certain material adverse changes in
European Law that it currently provides for NYSE and NYSE Arca.
Please see the proposed rule filing that the NYSE has filed with the
Commission in connection with the Mergers for more detail.
    \22\ Following the Holdings Merger and the LLC Merger, Holdings
will be the sole member of Amex 2, as the successor of Amex. Upon
the effectiveness of the NYSE/Amex Merger, Amsterdam Merger Sub, as
the successor to Holdings, will become the sole member of Amex 2,
whose name will then be changed to ``NYSE Alternext U.S. LLC.''
Following the Contribution and upon the effectiveness of the
Internal Merger, NYSE Group will be substituted as the sole member
of NYSE Alternext U.S. The discussion of the NYSE Alternext U.S.
Operating Agreement herein refers to the operating agreement that
will become effective upon the Internal Merger.
    \23\ The Exchange is also proposing, in connection with the
Mergers, the elimination of the undertakings made by the Exchange to
the Commission (Securities Exchange Act Release No. 50927 (December
23, 2004), 69 FR 78494 (December 30, 2004)).

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A. Governance Structure of NYSE Alternext U.S. Following the Mergers

    Following the Mergers, the governance structure of NYSE Alternext
U.S. will be substantially similar to that of the NYSE, a New York
limited liability company and an indirect wholly-owned subsidiary of
NYSE Euronext.
    a. Board of Directors of NYSE Alternext U.S. Upon the effectiveness
of the Mergers, the Contribution and the Internal Merger, the Board of
Directors of NYSE Alternext U.S. (``NYSE Alternext U.S. Board'') will
consist of a number of directors as determined by NYSE Group from time
to time; provided that: (i) A majority of the directors of the NYSE
Alternext U.S. Board shall be U.S. Persons (as defined below) who are
members of the NYSE Euronext board that satisfy the independence
requirements of the board of directors of NYSE Euronext (each a ``NYSE
Euronext Independent Director''); and (ii) at least 20 percent of the
directors shall be persons who are not members of the board of
directors of NYSE Euronext and who do not need to be independent under
the independence policy of the board of directors of NYSE Euronext \24\
(``Non-Affiliated Directors'').\25\ Such Non-Affiliated Directors shall
be appointed and nominated pursuant to the procedures set forth in
Section 1.(c).(A).c. of this Item II.A. below. For purposes of
calculation of the minimum number of Non-Affiliated Directors, if 20
percent of the directors is not a whole number, such number of
directors to be nominated and selected by NYSE Alternext U.S. members
\26\ will be rounded up to the next whole number.\27\ A ``U.S. Person''
shall mean, as of the date of his or her most recent election or
appointment as a director any person whose domicile as of such date is
and for the immediately preceding 24 months shall have been the United
States.\28\
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    \24\ A copy of the current independence policy of the NYSE
Euronext board of directors is available at http://www.nyse.com/
pdfs/director_independence_policy.pdf. See also the proposed NYSE
Euronext Independence Policy. See also Section 3.4 of the proposed
NYSE Euronext Bylaws for the independence requirements of the board
of director of NYSE Euronext.
    \25\ See Section 2.03 of the proposed NYSE Alternext U.S.
Operating Agreement.
    \26\ The term ``NYSE Alternext U.S. members'' refers to the
persons or entities that trade on Amex after the Mergers, including
the 86 Trinity Permit Holders, to the extent such permits are
outstanding.
    \27\ See Section 2.03 of the proposed NYSE Alternext U.S.
Operating Agreement.
    \28\ Id.
---------------------------------------------------------------------------

    Immediately following the Mergers, the Contribution and the
Internal Merger, the NYSE Alternext U.S. Board will have five
directors, one of which shall be a Non-Affiliated Director selected by
NYSE Group from among the Industry Governors serving on the Amex Board
immediately prior to the NYSE/Amex Merger.
    b. Board Term. Following the Mergers, the Contribution and the
Internal Merger, the directors of NYSE Alternext U.S. will serve for
one-year terms and will hold office until their successors are
elected.\29\ There will be no limit on the number of terms a director
may serve on the NYSE Alternext U.S. Board.
---------------------------------------------------------------------------

    \29\ Id.
---------------------------------------------------------------------------

    c. Nomination and Election of the NYSE Alternext U.S. Directors. i.
General. Following the Internal Merger, NYSE Group will effectively
appoint as directors of NYSE Alternext U.S.: (i) The NYSE Euronext
Independent Directors designated by it; and (ii) the Non-Affiliated
Directors nominated by the nominating and governance committee of the
board of directors of NYSE Euronext (``NYSE Euronext NGC'').\30\ To
ensure fair representation of NYSE Alternext U.S. members, the NYSE
Euronext NGC shall be obligated to designate as Non-Affiliated Director
candidates the persons recommended by the Director Candidate
Recommendation Committee of NYSE Alternext U.S. (``NYSE Alternext U.S.
DCRC''), as described more fully under Section 1.(c).(A).e. of this
Item II.A. below; provided, however, if there are candidates who have
received a plurality of the votes cast by the NYSE Alternext U.S.
members in accordance with the provisions set forth in the NYSE
Alternext U.S. Operating Agreement relating to the petition process and
described in the paragraph immediately below, the NYSE Euronext NGC
will be obligated to designate such candidates as Non-Affiliated
Director candidates.\31\ Notwithstanding the forgoing, as described
under Section 1(c)(A) a. of this Item II.A. above, one Non-Affiliated
Director on the initial NYSE Alternext U.S. Board will be selected by
NYSE Group from among the six Industry Governors serving on the Amex
Board immediately prior to the Mergers. The initial NYSE Alternext U.S.
Board will serve one-year terms until their successors are duly
elected.
---------------------------------------------------------------------------

    \30\ Id.
    \31\ Id.
---------------------------------------------------------------------------

    ii. Petition by the NYSE Alternext U.S. Members. To ensure fair
representation of members on the NYSE Alternext U.S. Board, at the end
of the initial one-year term of each of the directors on the NYSE
Alternext U.S. Board, the Non-Affiliated Directors will be nominated
and elected in the following manner.\32\ A newly established NYSE
Alternext U.S. DCRC will announce to the NYSE Euronext NGC on a date in
each year sufficient to accommodate the process described, the names of
candidates nominated by the NYSE Alternext U.S. DCRC as Non-Affiliated
Director candidates.
---------------------------------------------------------------------------

    \32\ Id.
---------------------------------------------------------------------------

    NYSE Alternext U.S. members may nominate candidates for Non-
Affiliated Director by written petition filed with NYSE Alternext U.S.
within two weeks after the announcement. For any such petition to be
valid, it must be, among other things, endorsed by at least 10 percent
of the signatures eligible to endorse a candidate. For purposes of
determining whether a person has been endorsed by the requisite 10
percent, each trading license or permit holder in good standing shall
be entitled to one signature for each trading license or permit held by
it; provided, however, that no trading license or permit holder, either
alone or together with its affiliates may account for more than 50
percent of the signatures endorsing a particular candidate, and any
signatures of such trading license or permit holder, either alone or
together with its affiliates, in excess of such 50 percent limitation
shall be disregarded.
    Each petition must include a completed questionnaire used to gather
information concerning Non-Affiliated Director candidates. The
eligibility of any Non-Affiliated Director candidate nominated in any
such petition will be determined by the NYSE Euronext NGC, in its sole
discretion.
    If no petitions are submitted within two weeks after the
dissemination of the report of the NYSE Euronext NGC, the NYSE Euronext
NGC will nominate the candidates for Non-Affiliated Director that the
NYSE Alternext U.S. DCRC initially identified. If one or more valid
petitions are submitted, NYSE Alternext U.S. members will be allowed to
vote on the entire group of potential candidates. Each trading license
or permit holder will have one vote per trading license or permit held
by it; provided, however, that no trading license or permit holder,
either alone or together with its affiliates, may account for more than
20 percent of the votes cast for a particular candidate, and any votes
cast by such trading license or permit holder, either alone or together
with its affiliates, in excess of such 20 percent limitation will be
disregarded. The persons with the highest number of votes will be
nominated.

    d. Officers of NYSE Alternext U.S. The day-to-day business of NYSE
Alternext U.S. will be managed by the officers of NYSE Alternext U.S.
appointed by, and subject to the directions of, the NYSE Alternext U.S.
Board.\33\ NYSE Alternext U.S. will have such officers as its Board may
deem advisable. The NYSE Alternext U.S. Operating Agreement provides
that for so long as NYSE Euronext directly or indirectly owns all of
the equity interest of NYSE Group and NYSE Group holds 100 percent of
the limited liability company interest of NYSE Alternext U.S. the Chief
Executive Officer of NYSE Alternext U.S. shall be a U.S. Person.\34\
---------------------------------------------------------------------------

    \33\ See Section 2.04 of the proposed NYSE Alternext U.S.
Operating Agreement.
    \34\ See Section 2.03 of the proposed NYSE Alternext U.S.
Operating Agreement.
---------------------------------------------------------------------------

    NYSE Alternext U.S. will also have a Chief Regulatory Officer, who
will either be the Chief Executive Officer of NYSE Regulation or an
employee of NYSE Regulation who reports to the Chief Executive Officer
of NYSE Regulation. Such Chief Regulatory Officer will also be an
officer of NYSE Alternext U.S. appointed by the NYSE Alternext U.S.
Board, with reporting obligation to the NYSE Alternext U.S. Board.
    e. Committees of NYSE Alternext U.S. Board of Directors. Following
the Mergers, the NYSE Alternext U.S. Board may create one or more
committees comprised of NYSE Alternext U.S. directors.\35\ It is
expected that the committees of the NYSE Euronext board of directors
will perform the board committee functions relating to audit,
governance and compensation. The NYSE Alternext U.S. Board may also
create committees comprised in whole or in part of individuals who are
not directors.\36\
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    \35\ See Section 2.03(h) of the proposed NYSE Alternext U.S.
Operating Agreement.
    \36\ It is currently anticipated that NYSE Alternext U.S. will
retain the Committee on Securities, but will not retain the
Committee for Appointment and Approval of Supplemental Registered
Options Traders and Remote Registered Options Traders, each a non-
board committee of Amex. The Exchange, along with NYSE Euronext, are
currently evaluating whether other non-board committees of Amex
should be retained by NYSE Alternext U.S. and what changes to the
NYSE Alternext U.S. Rules such decision may require. NYSE Alternext
U.S. will submit a separate rule filing as necessary.\
---------------------------------------------------------------------------

    In addition, as described under Section 1(c)(A)c.i. of this Item
II.A. above, the NYSE Alternext U.S. Board will, on an annual basis,
appoint a new standing committee, the NYSE Alternext U.S. DCRC, which
will be charged with the responsibility of recommending the Non-
Affiliated Director candidates to the NYSE Euronext NGC. The NYSE
Alternext U.S. Operating Agreement provides that the NYSE Alternext
U.S. DCRC shall include individuals who are (i) associated with a
member organization that engages in a business involving substantial
direct contact with securities customers, (ii) associated with a member
organization and registered as a specialist and spend a substantial
part of their time on the NYSE Alternext U.S. trading floor, (iii)
associated with a member organization and spend a majority of their
time on the NYSE Alternext U.S. trading floor and have as a substantial
part of their business the execution of transactions on the NYSE
Alternext U.S. trading floor for other than their own account or the
account of their member organization, but are not registered as a
specialist, or (iv) associated with a member organization and spend a
majority of their time on the NYSE Alternext U.S. trading floor and
have as a substantial part of their business the execution of
transactions on the NYSE Alternext U.S. trading floor for their own
account or the account of their member organization, but are not
registered as a specialist. The NYSE Alternext U.S. Board will appoint
such individuals after appropriate consultation with representatives of
member organizations.
    f. Floor Officials, Senior Floor Officials, Exchange Officials and
Senior Supervisory Officer. The Floor Officials, Senior Floor
Officials, and Exchange Officials in place at Amex immediately prior to
the Mergers will continue in such capacity for the period prior to the
relocation of the NYSE Alternext U.S. equities and options trading
facilities to the NYSE trading floor or the electronic trading platform
of the NYSE or NYSE Arca, as applicable.\37\ However, the Exchange's
Rule 21, which provides for the appointment of such officials, is
proposed to be amended to reflect that such appointments will be made
by the Chief Executive Officer or the Chief Regulatory Officer of NYSE
Alternext U.S. or their respective designee rather than the Chairman of
the Board of Directors or the Chief Executive Officer (if delegated by
the Chairman) and to allow qualified NYSE Alternext U.S. employees who
spend a substantial portion of their time on the trading floor to be
appointed to serve as Floor Officials. Rule 21 will be further amended
to reflect the elimination of the two Floor Governors, i.e., the
Industry Governors on the Amex Board who are required to spend a
substantial portion of their time on the trading floor. Rule 21
currently provides that Floor Governors are deemed to be Senior Floor
Officials and if one of the Floor Governors is also the vice chairman
of the Amex Board, he is the Senior Supervisory Officer on the trading
floor. Rule 21 further provides that if the vice chairman is not a
Floor Governor, then one of the Floor Governors is appointed Senior
Supervisory Officer. Rule 22(a) describes the authority of the Senior
Supervisory Officer, which includes among other duties, the supervision
of Floor Officials and Senior Floor Officials in the performance of
their responsibilities. As described in Section 1(c)(A)a. of this Item
II.A. above, the NYSE Alternext U.S. Board of Directors will not have a
category of directors who are required to spend a substantial portion
of their time on the trading floor. Therefore, Rule 21, which describes
the appointment of the Senior Supervisory Officer and Floor Officials,
and other rules referencing Floor Governor are proposed to be amended.
For the most part when the reference to Floor Governor in a rule
relates to the approval or review of activities on the trading floor
and the chairing of certain committees (e.g., the Performance and
Allocation committees), it is proposed that Senior Floor Officials
replace the Floor Governors.\38\ Pursuant to current Rule 21(a), a
Senior Floor Official has the same authority and responsibilities as a
Floor Governor with respect to matters that arise on the Floor and
require review or action by a Floor Governor or Senior Floor Official.
Thus, these changes will not expand the authority or responsibilities
of Senior Floor Officials, but will simply eliminate the concept of
Floor Governors. In situations where a rule calls upon the Floor
Governors to advise the Chief Executive Officer of the Exchange in
connection with floor facilities and administration, it is proposed
that the Senior Supervisory Officer replace the Floor Governors.\39\
---------------------------------------------------------------------------

    \37\ Rule 22 describes the authority and responsibilities of
Floor Officials, Senior Floor Officials, and the Senior Supervisory
Officer, which responsibilities are to generally promote fair and
orderly operations on the floor of the Exchange.
    \38\ For example, the proposed Rule 118-AEMI will require the
approval of a Senior Floor Official for the dissemination of price
indicators prior to 9:30 a.m. and the proposed Rule 933-ANTE will
provide for the determination by a Senior Floor Official that quotes
from another options exchange are not reliable before those quotes
can be excluded from the National Best Bid and Offer (NBBO).
    \39\ For example, the proposed Rule 27(g) will require the Chief
Executive Officer to consult the Senior Supervisory Officer prior to
restoring to a specialist a specialty security previously
reallocated under emergency circumstances.

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

B. Provisions Relating to, or Arising From, the Self-Regulatory
Functions of the Exchange

    The NYSE Alternext U.S. Operating Agreement will contain specific
provisions relating to the self-regulatory function of NYSE Alternext
U.S. In addition, the NYSE Group Charter and the NYSE Group Bylaws
currently contain specific provisions relating to the self-regulatory
functions of its Regulated Subsidiaries, and the definition of
Regulated Subsidiaries will be amended in connection with the Mergers
to also include NYSE Alternext U.S.\40\ Furthermore, the ultimate
parent, NYSE Euronext has provisions in place relating to the self-
regulatory functions of the U.S. Regulated Subsidiaries of NYSE
Euronext and such provisions will be amended in connection with the
Mergers to provide that NYSE Alternext U.S. will thereafter be
considered to be one of the NYSE Euronext's U.S. Regulated
Subsidiaries.\41\
---------------------------------------------------------------------------

    \40\ See Article IV, Section 4(b)(1)(A)(w) of the proposed NYSE
Group Charter for the definition of Regulated Subsidiaries.
    \41\ See Article VII, Section 7.3(G) of the proposed NYSE
Euronext Bylaws.
---------------------------------------------------------------------------

a. Management of NYSE Alternext U.S.
    As is the case with the Amex Board, the NYSE Alternext U.S. Board
must consider applicable requirements under Section 6(b) of the
Exchange Act \42\ in connection with the management of NYSE Alternext
U.S. The NYSE Alternext U.S. Operating Agreement, for instance, imposes
obligations on the NYSE Alternext U.S. Board, officers and employees
relating to the self-regulatory functions of NYSE Alternext U.S. The
NYSE Alternext U.S. Operating Agreement requires that, in discharging
his or her responsibilities as a member of the Board of Directors of
NYSE Alternext U.S., each member of the Board of Directors shall take
into consideration the effect that his or her actions would have on the
ability of NYSE Alternext U.S. to carry out its responsibilities under
the Exchange Act.\43\ In addition, the NYSE Euronext Bylaws \44\ and
the NYSE Group Charter \45\ also impose obligations on NYSE Euronext's
and NYSE Group's respective boards, officers and employees relating to
the self-regulatory functions of their Regulated Subsidiaries, and the
definition of ``Regulated Subsidiaries'' will be amended in connection
with the Mergers to also include NYSE Alternext U.S.
---------------------------------------------------------------------------

    \42\ 15 U.S.C. 78f(b). Section 6(b) of the Exchange Act
requires, among other things, that the Exchange's Rules must be
designed to protect investors and the public interest. It also
requires that the Exchange be organized so that it can carry out the
purposes of the Exchange Act and enforce compliance by its
participants with the Exchange Act, the rules and regulations under
that Act, and the Rules of the Exchange.
    \43\ See Section 2.03(k) of the proposed NYSE Alternext U.S.
Operating Agreement.
    \44\ See Articles VII, VIII and IX of the proposed NYSE Euronext
Bylaws.
    \45\ See Article XI, Sections 2 and 3 of the proposed NYSE Group
Charter.
---------------------------------------------------------------------------

b. Confidentiality.
    As is the case with the Amex Constitution, under the NYSE Alternext
U.S. Operating Agreement, all confidential information of NYSE
Alternext U.S. pertaining to the self-regulatory function of NYSE
Alternext U.S., including all books and records of NYSE Alternext U.S.
reflecting such confidential information (including but not limited to
disciplinary matters, trading data, trading practices and audit
information) will (i) not be made available to any persons (including,
without limitation, any NYSE Alternext U.S. members) other than to
those officers, directors, employees and agents of NYSE Alternext U.S.
that have a reasonable need to know the contents thereof; (ii) be
retained in confidence by NYSE Alternext U.S. and the officers,
directors, employees and agents of NYSE Alternext U.S.; and (iii) not
be used for any commercial purposes.\46\ The purpose of this provision
is to help ensure that confidential information relating to NYSE
Alternext U.S.'s self-regulatory function is accorded appropriate
confidential treatment and is not misused.
---------------------------------------------------------------------------

    \46\ See Article VII of the proposed NYSE Alternext U.S.
Operating Agreement.
---------------------------------------------------------------------------

    Notwithstanding the foregoing, such confidential information of
NYSE Alternext U.S. shall be subject at all times to inspection and
copying by the Commission at no cost to the Commission. Nothing in the
NYSE Alternext U.S. Operating Agreement shall be interpreted as to
limit or impede the rights of the Commission to access and examine such
confidential information of NYSE Alternext U.S. pursuant to the U.S.
federal securities laws and the rules thereunder, or to limit or impede
the ability of a director, NYSE Alternext U.S. and its personnel to
disclose such confidential information to the Commission. In addition,
the NYSE Euronext Bylaws and the NYSE Group Charter also currently
contain similar provisions relating to protecting the confidential
information of its Regulated Subsidiaries,\47\ and the definition of
Regulated Subsidiaries will be amended in connection with the Mergers
to also include NYSE Alternext U.S.
---------------------------------------------------------------------------

    \47\ See Article VIII of the proposed NYSE Euronext Bylaws and
Article X of the proposed NYSE Group Charter.
---------------------------------------------------------------------------

c. Ownership and Voting Limitations
    General The NYSE Alternext U.S. Operating Agreement will provide
that NYSE Group, which will be the sole member of NYSE Alternext U.S.
may not transfer or assign its limited liability company interest in
NYSE Alternext U.S. in whole or in part, to any person or entity,
unless such transfer or assignment shall be filed with and approved by
the Commission under Section 19 of the Exchange Act and the rules
promulgated thereunder.\48\ In addition, the NYSE Group Charter
provides that NYSE Euronext, as the owner of all the issued and
outstanding shares of stock of NYSE Group, may not transfer or assign
its ownership interest in NYSE Group, in whole or in part, to any
person or entity, unless such transfer or assignment shall be filed
with and approved by the Commission under Section 19 of the Exchange
Act and the rules promulgated thereunder.\49\
---------------------------------------------------------------------------

    \48\ See Section 3.03 of the proposed NYSE Alternext U.S.
Operating Agreement.
    \49\ See Article IV, Section 4 of the proposed NYSE Group
Charter.
---------------------------------------------------------------------------

    The NYSE Euronext Charter,\50\ in turn, imposes, and the NYSE
Euronext Bylaws,\51\ which will be amended in connection with the
Mergers to include NYSE Alternext U.S. in the definition of U.S.
Regulated Subsidiaries and which will become effective upon the closing
of the Mergers, will impose, specific limitations on the ability to own
and vote shares of NYSE Euronext stock, which are designed to protect
the independence of the self-regulatory function of NYSE Euronext's
U.S. Regulated Subsidiaries (as defined in the NYSE Euronext
Bylaws),\52\ including NYSE Alternext U.S. following the Mergers.
Following the Mergers, for so long as NYSE Euronext shall control,
directly or indirectly, NYSE Alternext U.S. the board of directors of
NYSE Euronext shall not adopt any resolution to repeal or amend any
provision of the NYSE Euronext Charter or the NYSE Euronext Bylaws
unless such amendment or repeal has been (i) filed with or filed with
and approved by the Commission, or (ii) submitted to the boards of
directors of NYSE Alternext U.S. as well as the other U.S. Regulated
Subsidiaries of NYSE Euronext, and if any or all of such boards of
directors shall determine that such amendment or repeal must be filed

with or filed with and approved by the Commission before such amendment
or repeal may be effectuated, then such amendment or repeal shall not
be effectuated until filed with or filed with and approved by the
Commission, as the case may be.
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    \50\ See Article V of NYSE Euronext Charter.
    \51\ See Section 10.12 of the proposed NYSE Euronext Bylaws.
    \52\ See Section 7.3(G) of the proposed NYSE Euronext Bylaws.
---------------------------------------------------------------------------

    Finally, the Exchange proposes to adopt Rule 1, which will mirror
in all material respects NYSE Rule 2B. According to Rule 1(a), without
prior SEC approval, NYSE Alternext U.S. or any entity with which it is
affiliated shall not, directly or indirectly, acquire or maintain an
ownership interest in a member organization. The Exchange notes,
however, that upon completion of the Mergers, Archipelago Securities,
LLC (``Arca Securities''), which is a member organization of the
Exchange, will be an affiliate of NYSE Alternext U.S. Accordingly, the
Exchange requests that the Commission approve NYSE Alternext U.S.'s
affiliation with Arca Securities following the Mergers. Arca Securities
is the approved outbound routing facility of both NYSE Arca and the
NYSE. In its Order approving the merger of the Archipelago Exchange
(``ArcaEx'') with the Pacific Exchange (``PCX''),\53\ the Commission
permitted ArcaEx's holding company, Archipelago Holdings, Inc.
(``Archipelago''), to own and operate Arca Securities, in its capacity
as a facility of the PCX that routes orders from ArcaEx to other market
centers.\54\ This approval remains in effect insofar as Arca Securities
acts in the capacity of a facility of NYSE Arca for the routing of
orders from NYSE Arca to other market centers, including the NYSE and
NYSE Alternext U.S. subject to the applicable conditions.\55\
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    \53\ Following the ArcaEx-PCX merger, Archipelago merged with
the NYSE and the PCX was later renamed NYSE Arca.
    \54\ See Securities Exchange Act Release No. 52497 (Sept. 22,
2005), 70 FR 56949 (Sept. 29, 2005) (order approving SR-PCX-2005-
90). The Commission's approval was subject to several conditions and
undertakings which remain in effect, specifically that: (1) Arca
Securities would continue to operate and be regulated as a facility
of the PCX; (2) the scope of the exception would be limited to
outbound routing; (3) the primary regulatory responsibility for Arca
Securities would lie with an unaffiliated SRO; and (4) the use of
Arca Securities for outbound routing is only available to--and
optional for--other PCX members.
    \55\ Id.
---------------------------------------------------------------------------

    Arca Securities performs a similar outbound routing function on
behalf of the NYSE. On April 5, 2007, in a notice of immediate
effectiveness, the Commission published the NYSE's rule change that
established Arca Securities as a facility of the NYSE for purposes of
routing orders to away market centers for execution in compliance with
NYSE Rules and Regulation NMS.\56\ Pursuant to NYSE Rule 17, Arca
Securities receives its routing instructions from the NYSE and reports
any such executions back to the NYSE.\57\ Arca Securities has no
discretion and cannot change the terms of an order or the routing
instructions.\58\ Moreover, each type of order is subject to the same
principles governing the NYSE's authority to route orders to away
market centers, namely: use of Arca Securities for outbound routing is
only available to--and is optional for--NYSE members, the primary
regulatory responsibility for Arca Securities lies with an unaffiliated
self-regulatory organization (``SRO''), and, as clarified herein,
appropriate procedures are in place to manage any conflicts of interest
or potential information advantages. In this capacity as a facility of
the NYSE, Arca Securities receives the routing instructions from the
NYSE and routes the orders to various away market centers, including
NYSE Arca and NYSE Alternext U.S. for execution.
---------------------------------------------------------------------------

    \56\ See Securities Exchange Act Release No. 55590 (April 5,
2007), 72 FR 18707 (April 13, 2007) (notice of immediate
effectiveness of SR-NYSE-2007-29).
    \57\ See Rule 17(b)(1) of the NYSE.
    \58\ Id.
---------------------------------------------------------------------------

    Policy and Procedure Regarding Affiliation
    In the past, the Commission has noted the potential for
informational advantages that could place an affiliated member of an
exchange at a competitive advantage vis-[agrave]-vis other non-
affiliated members.\59\ As a result, the Exchange proposes to adopt
Rule 1(b), which mirrors in all material respects NYSE Rule 2B(2).
Specifically, NYSE Alternext U.S. Rule 1(b) will provide as follows:
``The holding company owning both the Exchange and Archipelago
Securities LLC shall establish and maintain procedures and internal
controls reasonably designed to ensure that Archipelago Securities, LLC
does not develop or implement changes to its system on the basis of
non-public information regarding planned changes to Exchange systems,
obtained as a result of its affiliation with the Exchange, until such
information is available generally to similarly situated members of the
Exchange in connection with the provision of inbound order routing to
the Exchange.'' The Exchange believes these measures will effectively
address the concerns the Commission may have regarding the potential
for informational advantages favoring Arca Securities vis-a-vis other
non-affiliated NYSE Alternext U.S. members.
---------------------------------------------------------------------------

    \59\ See Securities Exchange Act Release No. 57648 (April 11,
2008), 73 FR 20981 (April 17, 2008) (order abrogating NYSE Arca Rule
7.31(x)).
---------------------------------------------------------------------------

    There is no member organization which is an affiliate of NYSE
Alternext U.S. or an entity with which NYSE Alternext U.S. is
affiliated or in which NYSE Alternext U.S. or an entity with which NYSE
Alternext U.S. is affiliated holds ownership interest other than Arca
Securities.\60\
---------------------------------------------------------------------------

    \60\ Neither Seamount Trading LLC, a wholly-owned subsidiary of
the Exchange, nor Seamount Execution Services LLC, a wholly-owned
subsidiary of Seamount Trading LLC, is currently operational. If, in
the future, one or both entities, neither of which is an Amex
member, become(s) operational, NYSE Alternext U.S. will provide the
Commission with the details relating to the function performed by
such entity or entities for NYSE Alternext U.S. and the conditions
relating to the provision by such entity of such services.
---------------------------------------------------------------------------

    Record Keeping Procedure
    The Exchange notes that the Commission has previously expressed
concern regarding the potential for conflicts of interest in instances
where a member firm is affiliated with an exchange to which it is
routing orders.\61\
---------------------------------------------------------------------------

    \61\ See supra note 59.
---------------------------------------------------------------------------

    In order to manage these concerns, with respect to orders routed to
NYSE Alternext U.S. by Arca Securities, an NYSE Alternext U.S. member,
in its capacity as a facility of either NYSE Arca or the NYSE, the
Exchange notes that Arca Securities is subject to independent oversight
and enforcement by the Financial Industry Regulatory Authority
(``FINRA''), an unaffiliated SRO that is Arca Securities' designated
examining authority. In this capacity, FINRA is responsible for
examining Arca Securities with respect to its books and records and
capital obligations, and shares with NYSE Regulation the responsibility
for reviewing Arca Securities' compliance with intermarket trading
rules such as SEC Regulation NMS. In addition, through an agreement by
and among NYSE, FINRA and NYSE Alternext U.S. pursuant to the
provisions of SEC Rule 17d-2 under the Exchange Act (``Umbrella 17d-2
Agreement''), FINRA's staff will review for Arca Securities' compliance
with other NYSE Alternext U.S. Rules through FINRA's examination
program \62.\ NYSE Regulation will monitor Arca Securities for
compliance with NYSE Alternext U.S. trading rules, subject, of course,
to SEC oversight of NYSE Regulation's regulatory program.
---------------------------------------------------------------------------

    \62\ In the event the Umbrella 17d-2 Agreement is not entered
into at the Effective Time, Arca Securities will be subject to the
regulation of FINRA with respect to its obligations as a member
organization of NYSE Alternext U.S. pursuant to the New Multi-Party
FINRA RSA (defined below).
---------------------------------------------------------------------------

    In order to alleviate any residual concerns the Commission may have
regarding the potential for conflicts of

interest, the Exchange notes that NYSE Regulation has agreed with NYSE
Alternext U.S. that it will collect and maintain the following
information of which NYSE Regulation staff becomes aware--namely, all
alerts, complaints, investigations and enforcement actions where Arca
Securities (in its capacity as a facility of NYSE Arca or the NYSE,
routing orders to NYSE Alternext U.S.) is identified as a participant
that has potentially violated NYSE Alternext U.S. or applicable SEC
rules--in an easily accessible manner, so as to facilitate any review
conducted by the SEC's Office of Compliance Inspections and
Examinations.
    Pilot Period
    The Exchange proposes that the Commission authorize NYSE Alternext
U.S. to receive inbound routes from Arca Securities (in its capacity as
a facility of both NYSE Arca and the NYSE, routing orders to NYSE
Alternext U.S.), for a pilot period of twelve months from the date of
the approval of this rule filing. The Exchange believes that this pilot
period is of sufficient length to permit both NYSE Alternext U.S. and
the Commission to assess the impact of the rule change described
herein.

C. Trading Licenses or Permits

    Upon the completion of the Holdings Merger, all trading rights
appurtenant to either Regular Memberships or OPMs existing immediately
prior to the Holdings Merger will be cancelled. In addition, the
lessees will cease to have any trading rights under any applicable
leases upon the completion of the Holdings Merger. Neither NYSE
Alternext U.S. nor NYSE Euronext will have any obligations under the
leases that existed immediately prior to the Holdings Merger to any
party thereto. Physical and electronic access to NYSE Alternext U.S.'s
trading facilities will be made available to individuals and
organizations that obtain an 86 Trinity Permit, an equity trading
license or an OTP from NYSE Alternext U.S.
    For a period of one year following the Effective Time, as long as
the market structure of NYSE Alternext U.S. remains substantially the
same as it was on the date of the Merger Agreement, the Exchange
expects to make equity trading licenses available at a price no greater
than the cost of licenses to trade on the NYSE and to make NYSE
Alternext U.S. OTPs available at a price no greater than the price of
NYSE Arca options trading permits. Only persons or entities that are
registered broker-dealers may be granted trading licenses or permits by
NYSE Alternext U.S. through an application process and payment of
applicable fees to be set forth in a separate rule filing. Pursuant to
the requirements of Section 19 of the Exchange Act, NYSE Alternext U.S.
intends to set forth in a separate rule filing the qualifications for
trading license or permit holders and the application process for
trading licenses or permits. The Exchange currently expects that the
qualifications for trading license or permit holders \63\ will be based
on the current requirements for memberships on the NYSE or NYSE Arca,
respectively. Pursuant to the requirements of Section 19 of the
Exchange Act, NYSE Alternext U.S. also intends to set forth in a
separate rule filing the fees for a trading license or permit that will
be assessed.
---------------------------------------------------------------------------

    \63\ See proposed NYSE Alternext U.S. Rule 353.
---------------------------------------------------------------------------

    Until such new trading licenses or permits are issued, NYSE
Alternext U.S. intends to make available to persons and entities that
apply and meet certain specified requirements \64\ 86 Trinity Permits
for which certain additional fees \65\ will be waived. 86 Trinity
Permits will allow the holders to trade products currently traded on
the Exchange, including equities and options, prior to relocation of
the NYSE Alternext U.S. equities and options trading facilities to the
NYSE trading floor or the electronic trading platform of the NYSE or
NYSE Arca, as applicable. To ensure continuity of trading following the
Mergers, persons and entities who were authorized to trade on the
Exchange immediately prior to the LLC Merger, including (i) owners,
lessees or nominees of Regular Memberships or OPMs, (ii) limited
trading permit holders, and (iii) associate members, in each case who
were authorized to trade on the Exchange immediately prior to the LLC
Merger, will be deemed to have satisfied applicable requirements
necessary to receive an 86 Trinity Permit. 86 Trinity Permits will
authorize owners, lessees or nominees of Regular Memberships, OPMs,
limited trading permit holders and associate members who were
authorized to trade on the Exchange immediately prior to the LLC
Merger, to trade the products which they were previously authorized to
trade and, subject to meeting the qualifications currently in place for
trading products which they previously were not authorized to trade, to
trade such other products.
---------------------------------------------------------------------------

    \64\ The requirements for 86 Trinity Permits will be the same as
the current requirements for memberships in the Amex Rules and such
requirements may be satisfied by persons or entities that were not
previously authorized to trade on the Exchange immediately prior to
the Mergers.
    \65\ Certain application processing fees may be charged for
persons or entities that were not previously authorized to trade on
the Exchange immediately prior to the Mergers. See proposed NYSE
Alternext U.S. Rule 358.
---------------------------------------------------------------------------

    It is currently anticipated that NYSE Alternext U.S. will issue the
equity trading licenses prior to the OTPs. Upon the initial effective
date of the equity trading licenses, only holders of such equity
trading licenses will have the right to trade equities and any other
products associated with such equity trading licenses. Therefore,
following the initial effective date of the equity trading licenses, a
holder of an 86 Trinity Permit shall only be entitled to trade products
other than those associated with the equity trading licenses. Upon the
initial effective date of the OTPs, only holders of such OTPs will have
the right to trade in options, and all 86 Trinity Permits will be
cancelled.

D. Amendment of the Amex Rules

    The Amex Rules, which will become the NYSE Alternext U.S. Rules
upon the completion of the LLC Merger, will be amended to incorporate
certain provisions in the Amex Constitution, which will be eliminated
in connection with the Mergers, and to reflect that following the
Mergers, among others, (i) access to NYSE Alternext U.S.'s trading
facilities will be granted through the issuance of 86 Trinity Permits,
as described in Section 1(c)(C) of this Item II.A. above, until the
equity trading licenses and OTPs are issued by NYSE Alternext U.S. (ii)
the associate member concept will be deleted and the term ``member''
shall mean the 86 Trinity Permit Holders who are natural persons and
allied members \66\ and the term ``member organization'' shall mean a
partnership, corporation or such other entity as NYSE Alternext U.S.
may, by Rule, permit to become a member organization, and which meets
the requirements specified in the Rules \67\, (iii) an owner, lessee or
nominee of regular membership or OPM, a limited trading permit holder
or an associate member that was authorized to trade on the Exchange
immediately prior to the LLC Merger will be deemed to satisfy the
requirements for receiving an 86 Trinity Permit, (iv) the procedures
for the re-allocation of equity securities to specialists will be
simplified with the elimination of the mediation process currently
required when a listed company requests a change of its specialist
firm, (v) the procedures for the allocation of options will be

streamlined, (vi) the Gratuity Fund will be terminated, (vii) the
responsibilities of the Adjudicatory Council will be transferred to the
Committee for Review of NYSE Regulation since NYSE Regulation will be
handling disciplinary matters for NYSE Alternext U.S.\68\ through the
replacement of Amex Rule 345 and the Rules of Procedure in Disciplinary
Matters with proposed Rules 475, 476 and 477, which are substantially
identical to the disciplinary rules of the NYSE with certain changes
necessary to apply such rules to NYSE Alternext U.S. and to reflect the
application of the American Stock Exchange Sanctions Guidelines,\69\
(viii) the concept of Floor Governors will be eliminated and the
functions of the Floor Governors will be performed by Senior Floor
Officials or the Senior Supervisory Officer, as the case may be, as
described in greater detail under Section 1.(c).(A).f of this Item
II.A. above, (ix) the administrative decisions regarding the approval
of applications to become a supplemental registered options trader and
determinations regarding remote quoting rights for remote registered
options traders will be handled by designated staff of NYSE Alternext
U.S. rather than by a committee of members as set forth in Rules 993--
ANTE and 994--ANTE and (x) members and member organizations will be
required to notify NYSE Alternext U.S. of their branch offices, but
will not be required to seek approval from NYSE Alternext U.S. to
establish such branch offices \70\. In addition, certain obsolete
rules, including the rules relating to the Intermarket Trading System
Plan, certain rules which have been replaced by Auction and Electronic
Market Integration Rules and certain arbitration rules will be deleted.
---------------------------------------------------------------------------

    \66\ See proposed definition of ``member'' in the NYSE Alternext
U.S. Rules.
    \67\ See proposed definition of ``member organization'' in the
NYSE Alternext U.S. Rules.
    \68\ The Committee for Review will be charged, in the discretion
of the NYSE Alternext U.S. Board of Directors, with hearing appeals
of disciplinary decisions and advising the NYSE Alternext U.S. Board
of Directors thereof. With or without the advice of the Committee
for Review, the NYSE Alternext U.S. Board of Directors, may affirm,
modify, reverse, or remand a hearing panel's or a hearing officer's
determination, penalty, or both. Unless the NYSE Alternext U.S.
Board of Directors otherwise specifically directs further action,
the determination and penalty, if any, of the NYSE Alternext U.S.
Board of Directors after review shall be final and conclusive
subject to the provisions for review under the Exchange Act.
    \69\ Amex anticipates that a certain number of Exchange
disciplinary cases arising prior to the closing of the Mergers will
be pending at the time of the closing of the Mergers. With respect
to such cases which have been formally commenced at or prior to the
time of the Effective Time, Amex Rule 345, the Rules of Procedure in
Disciplinary Matters and the disciplinary rules in the current Amex
Constitution (``Legacy Disciplinary Procedural Rules'') will govern
such pending disciplinary cases. The Exchange will advise its
members and member organizations of changes to the disciplinary
procedures that will be implemented, including application of the
Legacy Disciplinary Procedural Rules, through an Information
Memorandum. Please see the proposed rule filing that the Exchange
expects to file with the Commission in connection with the Legacy
Disciplinary Procedural Rules for more detail.
    \70\ See proposed NYSE Alternext U.S. Rule 320. Currently, under
Article IV, Section 2(m) of the Amex Constitution, members and
member organizations are allowed to establish branch offices with
the consent of the Exchange; provided, however, that the Exchange's
consent is not required for members and member organizations of the
Exchange that are members or member organizations of another
exchange, which exchange has comparable rules or regulations, unless
the Amex Board shall so direct. The change to Rule 320 to require
notice without adopting the provision from Article IV, Section 2(m)
of the Amex Constitution is consistent with the rules of other SROs
including NYSE Arca, Chicago Board Options Exchange and Philadelphia
Stock Exchange.
---------------------------------------------------------------------------

E. Other Proposed Changes Relating to the Mergers

    a. Regulatory Service Agreement. The Exchange is currently a party
to a regulatory services agreement with FINRA, dated as of April 30,
2004, as amended (``FINRA RSA''). Under the FINRA RSA, FINRA performs
market and trade practice surveillance and analysis, financial and
operational regulation, options sales practice regulation, enforcement
investigations and disciplinary processes and dispute resolution
services for the Exchange. Upon the consummation of the Mergers, it is
contemplated that NYSE Alternext U.S. will contract with NYSE
Regulation for the performance of all of its regulatory functions. NYSE
Euronext has agreed to provide adequate funding to NYSE Regulation to
conduct its regulatory activities with respect to NYSE, NYSE Arca and,
from and after closing of the transaction, NYSE Alternext U.S. In
addition, it is contemplated that NYSE Alternext U.S. will participate
in a multi-party regulatory services agreement by and among NYSE
Regulation, NYSE Arca, FINRA and NYSE Alternext U.S. (``New Multi-Party
FINRA RSA''), pursuant to which FINRA will in turn perform some of NYSE
Alternext U.S.'s regulatory functions on an ongoing basis. NYSE
Regulation together with NYSE Alternext U.S. may from time to time
contract out to a third party other than FINRA certain of NYSE
Alternext U.S.'s regulatory functions. In doing so, NYSE Regulation and
NYSE Alternext U.S. must comply with proposed Rule 1B, which requires
regulatory services agreements may only be entered into by NYSE
Alternext U.S. with another SRO. In addition, regardless of the fact
that NYSE Alternext U.S. will contract for the provision of regulatory
services from NYSE Regulation, FINRA and/or other SROs, NYSE Alternext
U.S. will retain ultimate responsibility for the fulfillment of its
statutory and self-regulatory obligations under the Exchange Act. In
connection with such responsibility, NYSE Alternext U.S. will retain
the authority to direct NYSE Regulation, FINRA and any other SROs that
provide regulatory service to take any action necessary to fulfill its
statutory and self-regulatory obligations, consistent with the
independence of the regulatory functions performed by NYSE Regulation,
the NYSE Alternext U.S. rules, policies and procedures and the federal
securities laws.
    b. Gratuity Fund. In connection with the Mergers, the Boards have
approved the termination of the Gratuity Fund. As a result, the
Gratuity Fund will be terminated upon the LLC Merger and neither NYSE
Euronext nor NYSE Alternext U.S. will offer a Gratuity Fund following
the Mergers. There will be no further payment of gratuities other than
those related to any deaths that occurred prior to the completion of
the Mergers. Upon the completion of the NYSE/Amex Merger, NYSE
Alternext U.S. currently expects to allocate the assets then remaining
in the Gratuity Fund (net of any administrative expenses incurred in
the distribution of such amount), first to pay out any death benefits
that are accrued but unpaid as of the completion of the NYSE/Amex
Merger, and then to distribute the remaining balance, if any, in a
manner as the Boards deem appropriate, taking into account the length
of time each person was a participant in the Gratuity Fund.
    c. Relief from the Exchange's Periodic Financial Reporting
Undertaking. The Exchange requests to be relieved from the undertakings
adopted by the Amex Board on December 4, 2004 and approved by the
Commission as part of an Amex proposed rule change filed under Section
19 of the Exchange Act (``Undertakings'').\71\ Section 1 of the
Undertakings prohibits Amex from terminating the FINRA RSA unless on or
prior to the date of such termination, Amex has entered into an
alternative arrangement relating to the provision of regulatory
services that has been approved by the Commission pursuant to the rule
filing procedures of Rule 19b-4 under the Exchange Act and requires
Amex to use its best efforts to comply in all material respects with
its obligations under the FINRA RSA. Under Section 2 of the
Undertakings,

Amex's Chief Regulatory Officer is required, and Amex is required to
use its reasonable efforts to cause the staff of FINRA responsible for
providing services under the FINRA RSA, to periodically confer with
staff of the Division of Trading and Markets and the Office of
Compliance Inspections and Examinations regarding the status of Amex's
regulatory program.
---------------------------------------------------------------------------

    \71\ See Securities Exchange Act Release No. 50927 (December 23,
2004), 69 FR 78494 (December 30, 2004) (order approving SR-Amex-
2004-50).
---------------------------------------------------------------------------

    The reason for the request to be relieved from Sections 1 and 2 of
the Undertakings is that the Exchange believes that it has demonstrated
that Amex's regulatory program has been maintained consistent with the
guidelines of the Commission Staff since the Exchange adopted such
undertaking and that the new arrangements for contracting out
regulatory services through the NYSE Regulation RSA, the New Multi-
Party FINRA RSA and the Umbrella 17d-2 agreement among NYSE, FINRA and
NYSE Alternext U.S. would ensure that NYSE Alternext U.S.'s regulatory
program continues to be maintained consistent with the guidelines of
the Commission Staff. In addition, following the Mergers, NYSE
Alternext U.S. will be a wholly-owned U.S. Regulated Subsidiary of NYSE
Euronext and other U.S. Regulated Subsidiaries of NYSE Euronext are not
subject to such obligation.
    The Exchange also requests to be permanently relieved from Sections
3 of the Undertakings.\72\ Section 3 of the Undertakings mandates Amex
to provide to the Director of the Division of Trading and Markets (i)
within 75 days after the end of each fiscal year of Amex (unless
otherwise directed in writing by the Director of the Division of
Trading and Markets), financial statements certified by Amex's chief
financial officer and reviewed by Amex's independent accountants,
together with evidence of such review, (ii) within 40 days after the
end of each fiscal quarter of Amex (unless otherwise directed in
writing by the Director of the Division of Trading and Markets),
unaudited financial statements certified by Amex's chief financial
officer and reviewed by Amex's independent accountants, together with
evidence of such review, (iii) within 30 days after the end of each
fiscal month of Amex (unless otherwise directed in writing by the
Director of the Division of Trading and Markets), (a) financial data of
Amex certified by Amex's chief financial officer, together with
projected and budget financial information concerning Amex, (b) a
schedule reflecting the available borrowings under each of Amex's
credit facilities, together with computations of compliance with all
financial covenants contained therein, certified by Amex's chief
financial officer, (c) a schedule of projected cash and working capital
trends, including calculations of Amex's working capital and current
ratio, (d) a schedule of actual year-to-date and inception-to-date
expenditures in connection with any material trading technology system
or platform being implemented by Amex, certified by Amex's chief
financial officer, together with a narrative summary of the status of
such implementation, (e) a schedule of material off-balance sheet
liabilities, if any, certified by Amex's chief financial officer and
(f) a narrative summary of Amex's financial results for such month and
for then year-to-date, certified by Amex's chief financial officer, and
(iv) such other financial information as may be reasonably requested by
the Director of the Division of Trading and Markets. The reason for the
request is that following the Mergers, NYSE Alternext U.S. will be a
wholly-owned subsidiary of NYSE Euronext. As such, NYSE Alternext
U.S.'s financial results will be consolidated with those of NYSE
Euronext. Furthermore, NYSE Euronext is a reporting company under the
Exchange Act with obligations to report its financial results.
---------------------------------------------------------------------------

    \72\ Id. In addition, Amex has separately submitted a letter to
the staff of Division of Trading and Markets to request temporary
waiver of Section 3(ii) of the Undertakings for the calendar year
2008.
---------------------------------------------------------------------------

2. Statutory Basis
    The Exchange believes the proposed rule change is consistent with
the requirements of the Exchange Act and the rules and regulations
thereunder that are applicable to a national securities exchange, and,
in particular, with the requirements of Section 6(b) of the Exchange
Act.\73\ The Exchange believes the proposal is consistent with Section
6(b)(3) of the Exchange Act \74\ in that it would assure a fair
representation of its members in the selection of the Non-Affiliated
Directors of NYSE Alternext U.S. and administration of its affairs. The
candidates for directors that will serve on the NYSE Alternext U.S.
Board will include at least one person intended to allow the NYSE
Alternext U.S. Board to meet the requirements of Section 6(b)(3) of the
Exchange Act concerning issuers and at least one person intended to
allow the NYSE Alternext U.S. Board to meet the requirements of Section
6(b)(3) of the Exchange Act concerning investors.
---------------------------------------------------------------------------

    \73\ 15 U.S.C. 78f(b).
    \74\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Exchange believes the proposal is also consistent with Section
6(b)(5) of the Exchange Act \75\ in that it would create a governance
and regulatory structure of NYSE Alternext U.S. that is designed to
promote just and equitable principles of trade, to remove impediments,
and to perfect the mechanism of, a free and open market and a national
market system, and, in general, to protect investors and the public
interest. The Exchange represents that it remains committed to its role
as a national securities exchange and does not believe that the
proposed change to a for-profit institution will undermine its
responsibilities for regulating its marketplace. Indeed, as described
above, following the Mergers, the regulatory functions of NYSE
Alternext U.S. will be carried out by NYSE Regulation, whose status as
a New York Type A not-for-profit entity will facilitate NYSE Alternext
U.S. in managing conflicts between its business and regulatory
objectives, maintaining regulatory standards and complying with its
obligations as a registered national securities exchange and SRO.
Further, the Exchange believes that it has proposed specific provisions
in the NYSE Alternext U.S. Operating Agreement that reinforce the
responsibility of NYSE Alternext U.S. for its self-regulatory
obligations.
---------------------------------------------------------------------------

    \75\ Id.
---------------------------------------------------------------------------

    The Exchange also believes that the proposed rule change is
consistent with Section 6(b)(8) of the Exchange Act \76\ which requires
that the rules of the Exchange do not impose any burden on competition
not necessary or appropriate in furtherance of the purposes of the
Exchange Act. With a new corporate and governance structure, NYSE
Alternext U.S. will be better positioned to improve its technology and
engage in value-enhancing transactions designed to facilitate its long-
term success.
---------------------------------------------------------------------------

    \76\ 15 U.S.C. 78f(b)(8).
---------------------------------------------------------------------------

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

    The Exchange does not believe that the proposed rule change will
impose any inappropriate burden on competition.

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

persons or entities that trade on the Exchange or other interested
parties.

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

    Within 35 days of the date of publication of this notice in the
Federal Register or within such longer period (i) as the Commission may
designate up to 90 days of such date if it finds such longer period to
be appropriate and publishes its reasons for so finding or (ii) as to
which Amex consents, the Commission will:
    (A) By order approve such proposed rule change, or
    (B) institute proceedings to determine whether the proposed rule
change should be disapproved.
    The Exchange is targeting a closing date of August 29, 2008 for the
Mergers. In the event that it is necessary in order to facilitate that
timetable, the Exchange requests that the Commission accelerate
effectiveness of the filing pursuant to Section 19(b)(2) to a date no
later than August 29, 2008.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the proposed rule
change, as amended, 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-Amex-2008-62 on the subject line.

Paper Comments

     Send paper comments in triplicate to Secretary, Securities
and Exchange Commission, 100 F Street, NE., Washington, DC 20549.
All submissions should refer to File Number SR-Amex-2008-62. 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, 100 F Street, NE.,
Washington, DC 20549, on official business days between the hours of 10
a.m. and 3 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-Amex-2008-62 and should be
submitted on or before August 28, 2008.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\77\
---------------------------------------------------------------------------

    \77\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Florence E. Harmon,
Acting Secretary.
 [FR Doc. E8-18145 Filed 8-6-08; 8:45 am]

BILLING CODE 8010-01-P


[Federal Register Volume 77, Number 91 (Thursday, May 10, 2012)]
[Notices]
[Page 27451]
[FR Doc No: 2012-11294]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

[Project No. 2790-055]

Boott Hydropower, Inc.; Notice of Section 106 Consultation
Meeting

    On May 24, 2012, Federal Energy Regulatory Commission (Commission)
staff will participate in a meeting with staff from the U.S. Department
of the Interior, the National Park Service, the Massachusetts State
Historic Preservation Officer, the Advisory Council on Historic
Preservation, Boott Hydropower, Inc., and any other consulting parties
for the section 106 process for the proposed license amendment
application for the Lowell Hydroelectric Project (FERC No. 2790-055).
Currently, the Commission is reviewing an amendment application for the
project to replace the wooden flashboards with a pneumatic crest gate
system on the Pawtucket Dam. The meeting will be limited to discussion
of the issues involved in the section 106 consultation process and
mitigation options for impacts to historic properties from installation
of the pneumatic crest gate system, as required by the National
Historic Preservation Act. Interested members of the public may attend
and observe the meeting, but participation is limited to the applicant
and agencies involved in the section 106 consultation process.
    The meeting will begin at 1:00 p.m. EDT at the Countinghouse at the
Boott Cotton Mills Museum, 115 John Street, Lowell, MA 01852.
Interested parties wishing to attend should contact Shana High at (202)
502-8674 or by email at<EMAIL_ADDRESS>or Heather Campbell at
(202) 502-6182 or by email at<EMAIL_ADDRESS>
    Dated: May 4, 2012.
Nathaniel J. Davis, Sr.,
Deputy Secretary.
[FR Doc. 2012-11294 Filed 5-9-12; 8:45 am]
BILLING CODE 6717-01-P


[Federal Register Volume 87, Number 176 (Tuesday, September 13, 2022)]
[Notices]
[Pages 56047-56048]
[FR Doc No: 2022-19719]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

[Project No. 14513-003]

Idaho Irrigation District; New Sweden Irrigation District; Notice
of Availability of Draft Environmental Assessment

    In accordance with the National Environmental Policy Act of 1969
and the Federal Energy Regulatory Commission's (Commission)
regulations, 18 CFR part 380, the Office of Energy Projects has
reviewed the application for original license for the County Line Road
Hydroelectric Project, located on the Snake River in Bonneville and
Jefferson Counties, Idaho, and has prepared a Draft Environmental
Assessment (DEA) for the project. No federal land would be occupied by
project works or located within the proposed project boundary.
    The DEA contains staff's analysis of the potential environmental
impacts of the project and concludes that licensing the project, with
appropriate environmental protective measures, would not constitute a
major federal action that would significantly affect the quality of the
human environment.
    The number of pages in the DEA exceeds the page limits set forth in
the Council on Environmental Quality's July 16, 2020 final rule, Update
to the Regulations Implementing the Procedural Provisions of the
National Environmental Policy Act (85 FR 43304). Noting the scope and
complexity of the proposed action and action alternatives, the Director
of the Office of Energy Projects, as our senior agency official, has
authorized this page limit exceedance for the DEA.
    The Commission provides all interested persons with an opportunity
to view and/or print the DEA via the internet through the Commission's
Home Page (http://www.ferc.gov/), using the ``eLibrary'' link. Enter
the docket number, excluding the last three digits in the docket number
field, to access the document. For assistance, contact FERC Online
Support at [email protected], or toll-free at<PHONE_NUMBER>,
or for TTY,<PHONE_NUMBER>.
    You may also register online at https://ferconline.ferc.gov/eSubscription.aspx to be notified via email of new filings and
issuances related to this or other pending projects. For assistance,
contact FERC Online Support.
    Any comments should be filed within 45 days from the date of this
notice.
    The Commission strongly encourages electronic filing. Please file
comments using the Commission's eFiling system at http://www.ferc.gov/docs-filing/efiling.asp. Commenters can submit brief comments up to
6,000 characters, without prior registration, using the eComment system
at http://www.ferc.gov/docs-filing/ecomment.asp. You must include your
name and contact information at the end of your comments. For
assistance, please contact FERC Online Support. In lieu of electronic
filing, you may submit a paper copy. Submissions sent via the U.S.
Postal Service must be addressed to: Kimberly D. Bose, Secretary,
Federal Energy Regulatory Commission, 888 First Street NE, Room 1A,
Washington, DC 20426. Submissions sent via any other carrier must be
addressed to: Kimberly D. Bose, Secretary, Federal Energy Regulatory
Commission, 12225 Wilkins Avenue, Rockville, Maryland 20852. The first
page of any filing

should include docket number P-14513-003.
    For further information, contact Matt Cutlip at<PHONE_NUMBER>.

    Dated: September 7, 2022.
Kimberly D. Bose,
Secretary.
[FR Doc. 2022-19719 Filed 9-12-22; 8:45 am]
BILLING CODE 6717-01-P