[Federal Register Volume 77, Number 80 (Wednesday, April 25, 2012)]
[Notices]
[Pages 24752-24756]
[FR Doc No: 2012-9929]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-66834; File Nos. SR-EDGA-2012-08; SR-EDGX-2012-07; SR-
ISE-2012-21]

Self-Regulatory Organizations; EDGA Exchange, Inc.; EDGX
Exchange, Inc.; International Securities Exchange, LLC; Order Granting
Approval of Proposed Rule Change Relating to a Corporate Transaction in
Which SIX Swiss Exchange AG Will Transfer Its Interest in ISE Holdings,
Inc. to a Newly Formed Swiss Corporation, Eurex Global Derivatives AG

April 19, 2012.

I. Introduction

    On March 8, 2012, each of EDGA Exchange, Inc (``EDGA''), EDGX
Exchange, Inc. (``EDGX''), International Securities Exchange, LLC
(``ISE'' and, with EDGA and EDGX, the ``Exchanges''), filed with the
Securities and Exchange Commission (``Commission''), pursuant to
Section 19(b)(1) \1\ of the Securities Exchange Act of 1934
(``Act''),\2\ and Rule 19b-4 thereunder,\3\ proposed rule changes
regarding a corporate transaction (``Transaction'') in which SIX Swiss
Exchange AG (``SIX'') will transfer its 50% indirect ownership interest
of International Securities Holdings, Inc. (``ISE Holdings'') to a
newly formed Swiss corporation, Eurex Global Derivatives AG (``EGD''),
which will become a wholly-owned subsidiary of Deutsche B[ouml]rse AG
(``Deutsche B[ouml]rse''), granting Deutsche B[ouml]rse a 100% indirect
ownership interest in ISE Holdings which, in turn, wholly owns ISE and
holds a 31.54% indirect interest in each of EDGA and EDGX. The proposed
rule changes were published for comment in the Federal Register on
March 15, 2012.\4\ The Commission received no comment letters on the
proposed rule changes.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
    \4\ See Securities Exchange Act Release Nos. 66567 (March 9,
2012), 77 FR 15413 (March 15, 2012) (SR-EDGA-2012-08) (``EDGA
Notice''); 66565 (March 9, 2012), 77 FR 15422 (March 15, 2012) (SR-
EDGX-2012-07) (``EDGX Notice''); 66566 (March 9, 2012), 77 FR 15417
(March 15, 2012) (SR-ISE-2012-21) (``ISE Notice'' and, with the EDGA
Notice and EDGX Notice, the ``Notices'').
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    The Commission has reviewed carefully the proposed rule changes and
finds that the proposed rule changes are consistent with the
requirements of the Act and the rules and regulations thereunder
applicable to a national securities exchange.\5\ In particular, the
Commission finds that the proposed rule changes are consistent with
Section 6(b) of the Act,\6\ which, among other things, requires a
national securities exchange to be so organized and have the capacity
to be able to carry out the purposes of the Act and to enforce
compliance by its members and persons associated with its members with
the provisions of the Act, the rules and regulations thereunder, and
the rules of the exchange, and assure the fair representation of its
members in the selection of its directors and administration of its
affairs, and provide that one or more directors shall be representative
of issuers and investors and not be associated with a member of the
exchange, broker, or dealer. Section 6(b) of the Act \7\ also requires
that the rules of the exchange be designed to promote just and
equitable principles of trade, to remove impediments to and perfect the
mechanism of a free and open market and a national market system, and,
in general, to protect investors and the public interest.
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    \5\ In approving the proposed rule changes, the Commission has
considered their impact on efficiency, competition, and capital
formation. See 15 U.S.C. 78c(f).
    \6\ 15 U.S.C. 78f(b).
    \7\ Id.
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II. Discussion

    The Exchanges have submitted their proposed rule changes to (i)
effect the Transaction in accordance with their respective corporate
governance documents, (ii) amend and restate the Amended and Restated
Trust Agreement (``Trust''), (iii) file the form of EGD Corporate
Resolution (``Resolution''), (iv) file the form of Agreement and
Consent by and between EGD and Eurex Z[uuml]rich AG (``Eurex
Z[uuml]rich'') (``Agreement and Consent'') and (v) amend and restate
the Amended and Restated Bylaws of ISE Holdings (``Bylaws'').

A. Corporate Structure

    On December 17, 2007, ISE Holdings, the direct parent of ISE (and
subsequent indirect parent of EDGA and EDGX), became a direct wholly-
owned subsidiary of U.S. Exchange Holdings, Inc. (``U.S. Exchange
Holdings''), which, in turn, is a wholly-owned subsidiary of Eurex
Frankfurt AG (``Eurex Frankfurt'', and, with Deutsche B[ouml]rse, the
``German Upstream Owners'').\8\ Eurex Frankfurt is a wholly-owned
subsidiary of Eurex Z[uuml]rich \9\ which, in turn, is currently
jointly owned by Deutsche B[ouml]rse and SIX. SIX is owned by SIX Group
AG (``SIX Group'').
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    \8\ See Securities and Exchange Act Release No. 56955 (December
13, 2007); 72 FR 71979 (December 19, 2007) (SR-ISE-2007-101).
    \9\ Eurex Z[uuml]rich and EGD, with the German Upstream Owners,
are collectively referred to herein as the ``non-U.S. Upstream
Owners'' and, with ISE Holdings, the ``Upstream Owners''.
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    On December 23, 2008, ISE merged the ISE Stock Exchange, LLC, with
and into Maple Merger Sub, LLC, a wholly-owned subsidiary of Direct
Edge Holdings LLC (``Direct Edge'').\10\ As part of the same
transaction, ISE Holdings purchased a 31.54% equity interest in Direct
Edge.
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    \10\ See Securities and Exchange Act Release No. 59135 (December
22, 2008); 73 FR 79954 (December 30, 2008) (SR-ISE-2008-85).
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    On May 7, 2009, Direct Edge's direct subsidiaries, EDGA and EDGX,
each filed a Form 1 Application with the Commission, to own and operate
registered national securities exchanges.\11\ On March 12, 2010, the
Commission granted the Form 1 exchange registration applications of the
EDGA and EDGX.\12\
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    \11\ See Securities and Exchange Act Release No. 60651
(September 11, 2009); 74 FR 47827 (September 17, 2009) (File Nos.
10-193 and 10-194).
    \12\ See Securities and Exchange Act Release No. 61698 (March
12, 2010); 75 FR 13151 (March 18, 2010) (approving File Nos. 10-194
and 10-196).
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    On June 7, 2011, Deutsche B[ouml]rse, SIX Group, and SIX signed a
definitive agreement for the Transaction, which would give Deutsche
B[ouml]rse a 100% indirect ownership interest in the currently jointly-
owned Eurex Z[uuml]rich. Deutsche B[ouml]rse currently has a 50% direct
ownership interest in Eurex Z[uuml]rich. After the Transaction closes,
Deutsche B[ouml]rse would also have a 100% direct ownership interest in
EGD, which would have a 50% direct ownership interest in Eurex
Z[uuml]rich.\13\ Accordingly, SIX and SIX Group would no longer have an
indirect ownership interest in the Exchanges.
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    \13\ ISE Holdings would continue to be the sole member of ISE.
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    Section 19(b) of the Act and Rule 19b-4 thereunder require a self-
regulatory organization (``SRO'') to file proposed rule changes with
the Commission. Although the Upstream Owners are not SROs, the
Resolution, the Trust and the Bylaws, along with other corporate
documents, are rules of an exchange \14\ if they are stated

policies, practices, or interpretations, as defined in Rule 19b-4 under
the Act, of the exchange, and must be filed with the Commission
pursuant to Section 19(b)(4) of the Act and Rule 19b-4 thereunder.
Accordingly, the Exchanges filed the Trust, Resolution, Agreement and
Consent and Bylaws with the Commission.\15\
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    \14\ See Section 3(a)(27) of the Act, 15 U.S.C. 78c(a)(27). If
EGD decides to change its Resolutions or governing documents, as
applicable, EGD must submit the change to the board of directors of
the Exchanges, and if the same must be filed with or filed with and
approved by the Commission pursuant to Section 19 of the Act and the
rules thereunder, such change shall not be effective until filed
with or filed with and approved by the Commission, as applicable.
See Resolution 11. In addition, if ISE Holdings decides to change
the Bylaws, ISE Holdings must submit such change to the board of
directors of the Exchanges, and if any or all of such board of
directors shall determine that such amendment or repeal must be
filed with or filed with and approved by the Commission pursuant to
Section 19 of the Act and the rules thereunder, such change shall
not be effective until filed with or filed with and approved by the
Commission, as applicable. See Bylaws, Article X, Section 10.1.
    \15\ See proposed Second Amended and Restated Trust Agreement
among ISE Holdings, U.S. Exchange Holdings, Inc., Wilmington Trust
Company, Sharon Brown-Hruska, Robert Schwartz and Heinz Zimmermann
attached as Exhibit A to the Notices; Form of Eurex Global
Derivatives AG Corporate Resolution, attached as Exhibit B to the
Notices; Agreement and Consent, attached as Exhibit C to the
Notices; and proposed Second Amended and Restated Bylaws of
International Securities Holdings, Inc. attached as Exhibit D to the
Notices, which exhibits are available on the Commission's Web site
(http://www.sec.gov/rules/sro.shtml) and at the Commission's Public
Reference Room.
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B. EGD

    Following the Transaction, Deutsche B[ouml]rse will have a 100%
direct ownership interest in EGD, which will have a 50% direct
ownership interest in Eurex Z[uuml]rich which, in turn, has a 100%
indirect ownership interest in ISE Holdings. Eurex Frankfurt and
Deutsche B[ouml]rse are stock corporations organized under the laws of
the Federal Republic of Germany. Eurex Z[uuml]rich is a stock
corporation organized under the laws of the Swiss Confederation.
    EGD, as a 50% owner of Eurex Z[uuml]rich, and thus a ``non-U.S.
Upstream Owner,'' would adopt the Resolution to incorporate provisions
regarding ownership, jurisdiction, books and records, and other issues
related to its control of the Exchanges, with respect to itself, as
well as to its board members, officers, employees, and agents (as
applicable). The form of Resolution is substantially similar to the
resolutions previously (the ``Previous Resolutions'') adopted by each
of the non-U.S. Upstream Owners other than EGD.\16\ The Resolution is
designed to maintain the independence of each Exchange's self-
regulatory functions, enable each Exchange to operate in a manner that
complies with the U.S. federal securities laws, including the
objectives and requirements of Sections 6(b) and 19(g) of the Act,\17\
and facilitate the ability of each Exchange and the Commission to
fulfill their respective regulatory and oversight obligations under the
Act.
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    \16\ The form of Resolution differs from the Previous
Resolutions in that the Resolution would explicitly reference EDGA
and EDGX, and the FINMA procedure would allow EGD to provide
information relating to the activities of the Exchanges to the
Commission through Eurex Z[uuml]rich, which would provide such
information to FINMA, whereas the Previous Resolutions incorporated
EDGA and EDGX by reference, and the FINMA procedure allows SIX, SIX
Group, and Eurex Z[uuml]rich to provide information relating to the
activities of the Exchanges to the Commission directly through
FINMA. See supra note 12.
    \17\ 15 U.S.C. 78f(b) and 15 U.S.C. 78s(g).
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    For example, the Amended and Restated Certificate of Incorporation
of ISE Holdings (``Holdings Certificate'') currently provides that no
person, either alone or together with its related persons, may own,
directly or indirectly, more than 40% (or 20%, if the person is a
member as such term is defined in Section 3(a)(3)(A) of the Act of any
of the Exchanges (each such member, an ``EDGA Member'', ``EDGX Member''
or ``ISE Member'')) of ISE Holdings capital stock that has the right by
its terms to vote in the election of the board of directors of ISE
Holdings (the ``Holdings Board'') or on other matters (other than
matters affecting the rights, preferences, or privileges of the said
capital stock) (``ISE Ownership Limit''). The Holdings Certificate also
provides that no person, either alone or together with its related
persons, may, directly or indirectly, vote or cause the voting of more
than 20% of the ISE Holdings capital stock that has the right by its
terms to vote in the election of the Holdings Board or on other matters
(other than matters affecting the rights, preferences, or privileges of
the said capital stock) (``ISE Voting Limit'').\18\
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    \18\ Holdings Certificate, Article FOURTH, Section III. The
Commission previously approved Ownership Limit and Voting Limit. See
Securities Exchange Act Release No. 53705 (April 21, 2006) 71 FR
25260 (April 28, 2006) (SR-ISE-2006-04) (reorganization of
International Securities Exchange, Inc. into a holding company
structure).
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    The Fifth Amended and Restated Operating Agreement of Direct Edge
(``DE Operating Agreement'') contains similar ownership and voting
limitations. The DE Operating Agreement currently provides that no
person, either alone or together with its related persons, may own,
directly or indirectly, Units representing in the aggregate a
Percentage Interest of more than 40% (or 20%, if the person is an
Exchange Member) \19\ (``DE Ownership Limit'' and, with the ISE
Ownership Limit, the ``Ownership Limits''). The DE Operating Agreement
also provides that no person, either alone or together with its related
persons, may, directly, indirectly or pursuant to any voting trust,
agreement, plan or other arrangement, vote or cause voting of Units or
give any consent or proxy with respect to Units representing a
Percentage Interest of more than 20% (the ``DE Voting Limit'' and, with
the ISE Voting Limit, the ``Voting Limit'').\20\
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    \19\ ``Exchange Member'', ``Percentage Interest'' and ``Units''
have the respective meanings set forth in the DE Operating
Agreement.
    \20\ DE Holdings Operating Agreement Section 12.1(a). The
Commission previously approved the DE Ownership Limit and DE Voting
Limit. See Securities Exchange Act Release No. 61698 (March 12,
2010) 75 FR 13151 (March 18, 2010) (File Nos. 10-104 and 10-106)
(order approving applications of EDGA and EDGX for registration as
national securities exchanges).
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    To facilitate compliance with the Ownership Limit and Voting Limit,
the Resolution provides that EGD shall take reasonable steps necessary
to cause ISE Holdings to be in compliance with the ISE Ownership Limit
and ISE Voting Limit and Direct Edge to be in compliance with the DE
Ownership Limit and DE Voting Limit.\21\ Further, the Resolution would
require EGD to notify the board of directors of the Exchanges and the
Trust (as described below) if any person, either alone or together with
its related persons, acquires 20%, 33 [frac13]%, 45%, 50%, or 66
[frac23] or more of the shares of stock then-outstanding shares of
stock of EGD.\22\
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    \21\ Resolution 4.
    \22\ Id.
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    The Commission finds the provisions in the Resolution, requiring
EGD to take reasonable steps necessary to cause ISE Holdings and Direct
Edge to be in compliance with their respective Ownership Limits and
Voting Limits, consistent with the Act. These provisions should
minimize the potential that a person could improperly interfere with,
or restrict the ability of, the Commission or the Exchanges to
effectively carry out their regulatory oversight responsibilities under
the Act. Further, the provisions in the Resolution requiring
notification to the board of directors of the Exchanges and the Trust
upon acquisition of certain ownership percentage of EGD should help
facilitate the ability of the Exchanges to comply with their
responsibilities under the Act.
    The Resolution also provides that EGD will comply with the U.S.
federal securities laws and the rules and regulations thereunder and
shall cooperate with the Commission and the

Exchanges.\23\ Also, each board member, officer, and employee of the
EGD, in discharging his or her responsibilities, shall comply with the
U.S. federal securities laws and the rules and regulations thereunder,
cooperate with the Commission, and cooperate with each Exchange.\24\ In
discharging his or her responsibilities as a board member of EGD, each
such member must, to the fullest extent permitted by applicable law,
take into consideration the effect that the actions of the EGD would
have on the ability of the Exchanges to carry out their respective
responsibilities under the Act.\25\ In addition, EGD, its board
members, officers and employees shall give due regard to the
preservation of the independence of the self-regulatory function of the
Exchanges.\26\
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    \23\ Resolution 1.
    \24\ Resolutions 7(a) and 8(a). The Resolutions also provide
that EGD will take reasonable steps necessary to cause each person
who becomes a board member of the non-U.S. Upstream Owner after
consummation of the Transaction to agree in writing to certain
matters included in the Resolutions. See Resolution 7.
    \25\ Resolution 7(f).
    \26\ Resolution 5, 7(d), and 8(d).
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    Further, EGD (along with their respective board members, officers,
and employees) agrees to keep confidential, to the fullest extent
permitted by applicable law, all confidential information pertaining to
the self-regulatory function of the Exchanges, including, but not
limited to, confidential information regarding disciplinary matters,
trading data, trading practices, and audit information, contained in
the books and records of the Exchanges and not use such information for
any commercial \27\ purposes.\28\ In addition, books and records of EGD
related to the activities of the Exchanges will at all times be made
available for inspection and copying by the Commission and the
Exchanges, subject, where necessitated by Swiss law, to certain
procedures.\29\ Moreover, for so long as EGD directly or indirectly
controls the Exchanges, the books, records, officers, directors (or
equivalent), and employees of EGD shall be deemed to be the books,
records, officers, directors, and employees of the Exchanges.\30\
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    \27\ The Commission believes that any non-regulatory use of such
information would be for a commercial purpose.
    \28\ Resolutions 6, 7(e), and 8(e).
    \29\ Resolution 3. See infra note 38 and accompanying text.
    \30\ Id.
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    To the extent involved in the activities of the Exchanges, EGD, its
board members, officers, and employees irrevocably submit to the
jurisdiction of the U.S. federal courts and the Commission for purposes
of any action arising out of, or relating to, the activities of the
Exchanges.\31\
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    \31\ Resolutions 2, 7(b), and 8(b).
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    Moreover, EGD acknowledges that it is responsible for referring
possible violations of the Act, the rules and regulations thereunder,
and rules of EDGA, EDGX and ISE to EDGA, EDGX and ISE, respectively. In
addition, EGD represents that it will become a party to an agreement
among Deutsche B[ouml]rse, Eurex Frankfurt, Eurex Z[uuml]rich, SIX, SIX
Group, U.S. Exchange Holdings, ISE Holdings and each of the Exchanges
to provide adequate funding for the Exchanges' regulatory
responsibilities.\32\
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    \32\ See EDGA Notice, 77 FR at 15414; EDGX Notice, 77 FR at
15422-15423; ISE Notice, 77 FR at 15418. Following the consummation
of the Transaction, SIX and SIX Group will no longer be parties to
such agreement.
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    The Resolution also requires that any change to the Resolution
(including any action by EGD that would have the effect of changing the
Resolutions), be submitted to the board of directors of each Exchange.
If such change must be filed with, or filed with and approved by, the
Commission under Section 19 of the Act \33\ and the rules thereunder,
then such change shall not be effective until filed with, or filed with
and approved by, the Commission.\34\ This requirement to submit changes
to the board of directors of each Exchange continues for so long as
EGD, directly or indirectly, controls the Exchanges.
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    \33\ 15 U.S.C. 78s.
    \34\ Resolution 11.
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    Finally, the Resolution also provides that, where necessitated by
Swiss law, EGD will provide information related to the activities of
the Exchanges, including books and records of EGD related to the
activities of the Exchanges, to the Commission promptly through Eurex
Z[uuml]rich, which will, in turn, provide such information to the Swiss
Financial Market Supervisory Authority (``FINMA''). Moreover, oral
exchanges between EGD and the Commission related to the activities of
the Exchanges will include the participation of Eurex Z[uuml]rich and
the FINMA, through its oversight of Eurex Z[uuml]rich as a regulated
legal entity, where necessitated by Swiss law.\35\
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    \35\ Resolution 1, 3(b), 6, 7(a), 7(e), 8(a), 8(e), and 9. The
transmission of information between EGD and Eurex Z[uuml]rich is
provided for in the Agreement and Consent.
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    Swiss law designed to protect Swiss sovereignty raises concerns
about the ability of the EGD to provide the Commission with direct
access to information, including books and records, related to the
activities of the Exchanges.\36\ In order not to run afoul of Swiss law
and to facilitate the Transaction, the Commission and the FINMA have
developed a procedure (``Procedure'') under which the FINMA undertakes
to serve as a conduit for unfiltered delivery of books and records of
EGD related to the activities of the Exchanges.\37\
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    \36\ See Art. 271 of Swiss penal code, ``Prohibited acts for a
foreign state,'' which states, in part: ``Whoever, without being
authorized, performs acts for a foreign state on Swiss territory
that are reserved to an authority or an official, whoever performs
such acts for a foreign party or another foreign organization,
whoever aids and abets such acts, shall be punished with
imprisonment and, in serious cases, sentenced to the penitentiary.''
    \37\ Application of the Procedure would be limited to issues
arising in the context of the Transaction and the Commission's
oversight of the Exchanges. Information-sharing and cooperation
between the Commission and the FINMA in securities enforcement
matters will continue to be governed by the letters of cooperation
between the Commission and the FINMA.
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    Pursuant to the Procedure, where necessitated by Swiss law, if the
Commission or the staff makes a request to EGD for information related
to the activities of the Exchanges, including books and records related
to the activities of the Exchanges, the FINMA shall deliver to the
Commission or the staff, without delay, any responsive information
provided to the FINMA by EGD through Eurex Z[uuml]rich. Written
requests for information, including book and records, related to the
activities of the Exchanges shall be made by the Commission or the
staff directly to EGD, and the FINMA will be copied on any such
requests. Moreover, a FINMA staff member shall participate in any oral
exchanges between the Commission, EGD and Eurex Z[uuml]rich.\38\
Notwithstanding this Procedure, EGD would remain fully responsible for
meeting all of its obligations as an owner of the Exchanges.
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    \38\ The Procedure is designed to ensure that the delivery of
books and records to the Commission is not delayed. Therefore, the
Commission's requests for books and records would be sent directly
to EGD and would not be subject to filtering or substantive review
by the FINMA. In addition, the FINMA has agreed to pass to the
Commission without delay and without substantive review materials
provided by EGD through Eurex Z[uuml]rich that are responsive to the
Commission's requests for information. The same Procedure would
continue to apply with respect to information from Eurex
Z[uuml]rich.
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    The Commission finds that these provisions of the Resolutions are
consistent with the Act. These provisions are intended to assist the
Exchanges in fulfilling their respective self-regulatory obligations
and in administering and complying with the requirements of the Act.
    The Commission notes that while the Resolution does not provide
that books and records of EGD related to the

activities of the Exchanges will be maintained within the U.S., such
books and records are deemed to be the books and records of the
Exchanges, and EGD has committed in the Resolution to make available,
at all times, such books and records for inspection and copying by the
Commission and the Exchanges.\39\
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    \39\ See supra note 29.
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    Moreover, if EGD fails to make its books and records available to
the Commission, the Commission could bring an action under, among other
provisions, Section 17 of the Act \40\ and Rule 17a-1(b) thereunder
\41\ against the Exchanges pursuant to Section 19(h) of the Act.\42\
The Commission believes that EGD's representations and commitments,
together with the Trustees' and the Commission's authority, will allow
the Exchanges to meet their respective obligations under Section 17 of
the Act and the rules thereunder.
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    \40\ 15 U.S.C. 78q.
    \41\ 17 CFR 240.17a-1(b).
    \42\ 15 U.S.C. 78s(h).
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    The Commission also notes that, for EGD, FINMA will serve as a
conduit for the delivery of information related to the activities of
the Exchanges. The Commission's usual practice is to have direct access
to books and records related to the activities of a U.S. securities
exchange. However, subject to the condition that EGD will promptly
deliver such information to the Commission via the Procedure, coupled
with the fact that under the Exchanges' rules all trading records of
the Exchanges are required to be maintained in the U.S.,\43\ the
Commission believes that the provisions of the Resolutions related to
the Commission's access to books and records through the FINMA should
not result in a level of access materially different from that agreed
to by other entities that control U.S. securities exchanges.
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    \43\ See Amended and Restated Bylaws of EDGA, Inc., Article XI,
Section 4; Amended and Restated Bylaws of EDGX, Inc., Article XI,
Section 4; and ISE Second Amended and Restated Limited Liability
Company Agreement, Article IV, Section 4.1.
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    Finally, the Commission notes that under Section 20(a) of the
Act,\44\ any person with a controlling interest in the Exchanges shall
be jointly and severally liable with and to the same extent that the
Exchange is liable under any provision of the Act, unless the
controlling person acted in good faith and did not directly or
indirectly induce the act or acts constituting the violation or cause
of action. In addition, Section 20(e) of the Act \45\ creates aiding
and abetting liability for any person who knowingly provides
substantial assistance to another person in violation of any provision
of the Act or rule thereunder. Further, Section 21C of the Act \46\
authorizes the Commission to enter a cease-and-desist order against any
person who has been ``a cause of'' a violation of any provision of the
Act through an act or omission that the person knew or should have
known would contribute to the violation. These provisions are
applicable to the dealings of EGD with the Exchanges.
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    \44\ 15 U.S.C. 78t(a).
    \45\ 15 U.S.C. 78t(e).
    \46\ 15 U.S.C. 78u-3.
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C. Trust

    The Exchanges propose to amend certain provisions of the Trust in
connection with the Transaction. The Trust serves four general
purposes: (i) To accept, hold and dispose of Trust Shares \47\ on the
terms and subject to the conditions set forth therein, (ii) to
determine whether a Material Compliance Event \48\ has occurred or is
continuing; (iii) to determine whether the occurrence and continuation
of a Material Compliance Event requires the exercise of the Call
Option; \49\ and (iv) to transfer Deposited Shares from the Trust to
the Trust Beneficiary \50\ as provided in Section 4.2(h) therein.
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    \47\ Under the Trust, the term ``Trust Shares'' means either
Excess Shares or Deposited Shares, or both, as the case may be. The
term ``Excess Shares'' means that a Person obtained an ownership or
voting interest in ISE Holdings in excess of certain ownership and
voting restrictions pursuant to Article FOURTH of the Amended and
Restated Certificate of Incorporation of ISE Holdings (the
``Certificate''), through, for example, ownership of one of the non-
U.S. Upstream Owners or U.S. Exchange Holdings, without obtaining
the approval of the Commission. The term ``Deposited Shares'' means
shares that are transferred to the Trust pursuant to the Trust's
exercise of the Call Option.
    \48\ Under the Trust, the term ``Material Compliance Event''
means, with respect to a non-U.S. Upstream Owner, any state of
facts, development, event, circumstance, condition, occurrence or
effect that results in the failure of any of the non-U.S. Upstream
Owners to adhere to their respective commitments under the Previous
Resolutions or the Resolution any material respect.
    \49\ Under the Trust, the term ``Call Option'' means the option
granted by the Trust Beneficiary to the Trust to call the Voting
Shares as set forth in Section 4.2 therein.
    \50\ Under the Trust, the term ``Trust Beneficiary'' means U.S.
Exchange Holdings.
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    The Exchanges propose to update the recitals of the Trust, remove
references to SIX and SIX Group from the definition of ``Affected
Affiliate'' in Section 1.1 of the Trust, add a reference to EGD in the
definition of ``Affected Affiliate'' in Section 1.1 of the Trust,
remove SIX's address from the notice provisions in Section 8.8 of the
Trust, and add EGD's address to the notice provisions in Section 8.8 of
the Trust. The Exchange also proposes to correct several typographical
errors in the Trust.
    As discussed above, Section 19(b) of the Act and Rule 19b-4
thereunder require an SRO to file a proposed rule change with the
Commission. Although the Trust is not an SRO, certain provisions of the
Trust Agreement are rules of an exchange if they are stated policies,
practice, or interpretations, as defined in Rule 19b-4 under the
Act,\51\ and must therefore be filed with the Commission pursuant to
Section 19(b)(4) of the Act \52\ and Rule 19b-4 thereunder.
Accordingly, the Exchange has filed the Trust Agreement with the
Commission.
---------------------------------------------------------------------------

    \51\ 17 CFR 240.19b-4.
    \52\ 15 U.S.C. 78s(b).
---------------------------------------------------------------------------

    The Commission finds that the amendments to the Trust's provisions
are consistent with the Act and that they are designed to facilitate
the Exchanges' ability to comply with the requirements of the Act.

D. Waiver of the ISE Holdings Ownership and Voting Limits

    The Holdings Board may waive the ISE Ownership Limit and ISE Voting
Limit in an amendment to the Bylaws if, in connection with the adoption
of such amendment, the board of directors in its sole discretion adopts
a resolution stating that it is the determination of the board of
directors that such amendment:
     Will not impair the ability of ISE Holdings and any of the
Exchanges, or facility thereof, to carry out their respective
responsibilities under the Act and the rules and regulations
thereunder;
     is otherwise in the best interest of ISE Holdings, its
stockholders and the Exchanges;
     will not impair the Commission's ability to enforce the
Act;
     for so long as ISE Holdings directly or indirectly
controls the Exchanges, neither such person nor any of its related
persons is an ISE Member, EDGA Member or EDGX Member; and
     neither such person nor any of its related persons is
subject to any ``statutory disqualification'' (as such term is defined
in Section 3(a)(39) of the Act).\53\
---------------------------------------------------------------------------

    \53\ See Amended and Restated Certificate of Incorporation of
ISE Holdings, Article FOURTH, Section III, and Amended and Restated
Bylaws of ISE Holdings, Article XI.
---------------------------------------------------------------------------

    Such amendment shall not be effective unless it has been filed with
and approved by the Commission under Section 19(b) of the Act.\54\
---------------------------------------------------------------------------

    \54\ 15 U.S.C. 78s(b).
---------------------------------------------------------------------------

    Acting pursuant to this waiver provision, the Holdings Board has
approved the amendment to the Bylaws

in order to permit EGD to indirectly own 50% of the outstanding common
stock of ISE Holdings as of and after consummation of the Transaction.
In adopting such amendment, the Holdings Board made the necessary
determinations and approved the submission of the proposed rule change
to the Commission. Specifically, each Exchange represented that it will
continue to operate and regulate its respective market and members
exactly as it has done prior to the Transaction.\55\ In addition, each
Exchange stated that Transaction will not impair the ability of ISE
Holdings, such Exchange, or any facility thereof, to carry out their
respective functions and responsibilities under the Exchange Act and
will not impair the ability of the Commission to enforce the Exchange
Act.
---------------------------------------------------------------------------

    \55\ See EDGA Notice at 15416; ISE Notice at 15420; EDGX Notice
at 15425.
---------------------------------------------------------------------------

    The Exchanges also stated that the Holdings Board determined that
ownership of ISE Holdings by EGD is in the best interests of ISE
Holdings, its shareholders, and the Exchanges. In addition, neither
EGD, nor any of its related persons, is (1) an ISE Member; (2) an EDGA
Member; (3) an EDGX Member; or (4) subject to any ``statutory
disqualification.'' \56\
---------------------------------------------------------------------------

    \56\ See EDGA Notice at 15416; ISE Notice at 15421; EDGX Notice
at 15425.
---------------------------------------------------------------------------

    In light of these representations and findings, the Commission
believes it is consistent with the Act to allow EGD to indirectly own
50% of the outstanding common stock of ISE Holdings. EGD has also
included in the Resolution certain provisions designed to maintain the
independence of the Exchanges' self-regulatory functions from EGD and
Deutsche B[ouml]rse.\57\ Accordingly, the Commission believes that the
indirect ownership of ISE Holdings by EGD will not impair the ability
of the Commission or any of the Exchanges to discharge their respective
responsibilities under the Act.
---------------------------------------------------------------------------

    \57\ See supra notes 23-31 and accompanying text.
---------------------------------------------------------------------------

III. Conclusion

    For the foregoing reasons, the Commission finds that the proposed
rule change is consistent with the Act and the rules and regulations
thereunder applicable to a national securities exchange.\58\
---------------------------------------------------------------------------

    \58\ The Commission's approval of the proposed rule change based
on the Exchanges' representations that the Resolution will be signed
by the board of directors of EGD before or at the closing of the
Transaction.
---------------------------------------------------------------------------

    It is therefore ordered, pursuant to Section 19(b)(2) of the Act
\59\ that the proposed rule changes (SR-EDGA-2012-08, SR-EDGX-2012-07,
SR-ISE 2012-21) are approved.
---------------------------------------------------------------------------

    \59\ 15 U.S.C. 78s(b)(2).

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\60\
---------------------------------------------------------------------------

    \60\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Elizabeth M. Murphy,
Secretary.
[FR Doc. 2012-9929 Filed 4-24-12; 8:45 am]
BILLING CODE 8011-01-P


BEFORE THE

DEPARTMENT OF TRANSPORTATION

WASHINGTON, D.C.

2002/2003 HONG KONG FIFTH-FREEDOM

ALL-CARGO FREQUENCY PROCEEDING

	)

)

)

)	Docket OST-2002-14049

NOTICE OF EVERGREEN INTERNATIONAL AIRLINES, INC.

Communications with respect to this document should be sent to:

Anthony E. Bauckham

Executive Vice President

EVERGREEN INTERNATIONAL AIRLINES, INC.

3850 Three Mile Lane

McMinnville, Oregon 97128-9496

Tel.<PHONE_NUMBER>

Fax<PHONE_NUMBER>

  HYPERLINK<EMAIL_ADDRESS><EMAIL_ADDRESS>
Thomas V. Lydon

Director of Government Affairs

EVERGREEN INTERNATIONAL AIRLINES, INC.

1401 New York Avenue, N.W., Suite 530

Washington, DC 20005-2147

Tel.<PHONE_NUMBER>

Fax<PHONE_NUMBER>

  HYPERLINK<EMAIL_ADDRESS><EMAIL_ADDRESS>Jon F. Ash

Managing Director

GLOBAL AVIATION ASSOCIATES, LTD.

1800 K Street, Suite 1104

Washington, DC 20006-2235

Tel.<PHONE_NUMBER>

Fax<PHONE_NUMBER>

  HYPERLINK<EMAIL_ADDRESS><EMAIL_ADDRESS>
Dated: September 22, 2003BEFORE THE

DEPARTMENT OF TRANSPORTATION

WASHINGTON, D.C.

2002/2003 HONG KONG FIFTH-FREEDOM

ALL-CARGO FREQUENCY PROCEEDING

	)

)

)

)	Docket OST-2002-14049

Dated: September 22, 2003

NOTICE OF EVERGREEN INTERNATIONAL AIRLINES, INC.

Evergreen International Airlines, Inc. (“Evergreen”) respectfully
files this notice pursuant to the Department's request, in Order
2003-9-9, that all selected carriers in the 2002/2003 Hong Kong
Fifth-Freedom All-Cargo Frequency Proceeding notify the Department and
all parties to the proceeding of their plans for the institution of
service under the applicable frequency limitations.  As the Department
is aware, that Order set September 19 as the due date for this notice.
Because the Department's docket section was closed for business that day
due to Hurricane Isabel, Evergreen is filing this submission on the
first day thereafter that the dockets section is open for business.

Evergreen will institute services to Seoul and Hong Kong within 90 days
of the effectiveness date for each of the frequencies that it was
awarded in Order 2003-9-9.   (Evergreen understands that, in accordance
with the Department’s usual procedures, the start-up deadline for the
frequency that is available immediately is December 11, 2003, but that
the start-up deadline for the frequency available on October 26, 2003 is
January 24, 2004.)  In the limited time since issuance of Order
2003-9-9, Evergreen has not yet been able to finalize its plans with
respect to an exact start-up date for these services.  Evergreen plans
to finalize that decision very shortly, and will notify the Department
as soon as possible.  Evergreen will provide at least 30 days notice of
the institution of its services, pursuant to the Department's Notice of
Action Taken dated November 22, 2002.

Respectfully submitted,

		       / s /

Thomas V. Lydon

Director of Government Affairs

EVERGREEN INTERNATIONAL AIRLINES, INC.

1401 New York Ave., N.W., Suite 530

Washington, DC 20005-2147

Tel.<PHONE_NUMBER>

Fax<PHONE_NUMBER>

  HYPERLINK<EMAIL_ADDRESS><EMAIL_ADDRESS>
Dated: September 22, 2003

CERTIFICATE OF SERVICE

I hereby certify that on this 22nd day of September, 2003, I have caused
the Notice of Evergreen International Airlines, Inc. to be delivered to
each party listed below in accordance with Rule 302.7 of the
Department’s Rules of Practice.

__________/ s /__________________

Thomas V. Lydon

Gary B. Garofalo

Katherine M. Aldrich

Counsel for AIR TRANSPORT INTERNATIONAL

Garofalo Goerlich Hainbach

1200 New Hampshire Avenue, N.W., Suite 800

Washington, DC 20036

Tel.<PHONE_NUMBER>

Fax<PHONE_NUMBER>

Email   HYPERLINK<EMAIL_ADDRESS><EMAIL_ADDRESS>
Morton Plumb, Airport Director

ANCHORAGE AIRPORT AUTHORITY

P.O. Box 196960

Anchorage, AK 99519

Tel.<PHONE_NUMBER>

Fax<PHONE_NUMBER>

Email   HYPERLINK<EMAIL_ADDRESS><EMAIL_ADDRESS>

John Dietrich

General Counsel

ATLAS AIR, INC.

2000 Westchester Avenue

Purchase, NY 10577

Tel.<PHONE_NUMBER>

Fax<PHONE_NUMBER>

Email   HYPERLINK<EMAIL_ADDRESS><EMAIL_ADDRESS>
Russell E. Pommer

Associate General Counsel and Director of Regulatory Affairs

ATLAS AIR, INC.

901 Fifteenth Street, N.W., Suite 400

Washington, DC  20005

Tel.<PHONE_NUMBER>

Fax<PHONE_NUMBER>

Email   HYPERLINK<EMAIL_ADDRESS><EMAIL_ADDRESS>
Samuel Podberesky, Esq.

Assistant General Counsel

DEPARTMENT OF TRANSPORTATION

400 Seventh Street, S.W.

C-70, Room 4116

Washington, DC 20590

Tel.<PHONE_NUMBER>

Fax<PHONE_NUMBER>

Email   HYPERLINK<EMAIL_ADDRESS><EMAIL_ADDRESS>
Anthony E. Bauckham

Executive Vice President

EVERGREEN INTERNATIONAL AIRLINES, INC.

3850 Three Mile Lane

McMinnville, OR 97128

Tel.<PHONE_NUMBER>

Fax<PHONE_NUMBER>

Email   HYPERLINK<EMAIL_ADDRESS><EMAIL_ADDRESS>
Thomas F. Donaldson, Jr.

Sarah S. Prosser

Melissa M. Paul

Legal Department

FEDERAL EXPRESS CORPORATION

3620 Hacks Cross Road

Building B, 3rd Floor

Memphis, TN 38125

Tel.<PHONE_NUMBER>

Fax<PHONE_NUMBER>

Email   HYPERLINK<EMAIL_ADDRESS><EMAIL_ADDRESS>
Brian Campbell

Consultant for FEDERAL EXPRESS

Campbell-Hill Aviation

700 North Fairfax Street, Suite 300

Alexandria, VA 22314

Tel.<PHONE_NUMBER>

Fax<PHONE_NUMBER>

Email   HYPERLINK<EMAIL_ADDRESS><EMAIL_ADDRESS>
Mark W. Atwood

Counsel for KALITTA AIR, L.L.C.

Sher & Blackwell, L.L.P.

1850 M St., N.W.

Washington, D.C. 20036

Tel.<PHONE_NUMBER>

Fax<PHONE_NUMBER>

Email   HYPERLINK<EMAIL_ADDRESS><EMAIL_ADDRESS>
D.C. Sanderlin

Director of Operations

KALITTA AIR, L.L.C.

Ypsilanti, MI 48198

Tel.<PHONE_NUMBER>

Fax<PHONE_NUMBER>

Email   HYPERLINK<EMAIL_ADDRESS><EMAIL_ADDRESS>Ned Wallace

Consultant for KALITTA AIR

Wallace Air Cargo Group

20231 Acacia Street, Suite 220

Newport Beach, CA 92660

Tel.<PHONE_NUMBER>

Email   HYPERLINK<EMAIL_ADDRESS><EMAIL_ADDRESS>
Andrea Fischer Newman

Senior Vice President, Government Affairs

David G. Mishkin

Vice President, International & Regulatory Affairs

Megan Rae Rosia

Managing Director, Government Affairs and Associate General Counsel

NORTHWEST AIRLINES, INC.

901 Fifteenth Street, N.W., Suite 310

Washington, DC  20005

Tel.<PHONE_NUMBER>

Fax<PHONE_NUMBER>

Email   HYPERLINK<EMAIL_ADDRESS><EMAIL_ADDRESS>
James A. Friedel, President

NORTHWEST AIRLINES CARGO, INC.

7500 Airline Drive, Dept. C5600

Minneapolis, MN 55450

Tel.<PHONE_NUMBER>

Fax<PHONE_NUMBER>

Email   HYPERLINK<EMAIL_ADDRESS><EMAIL_ADDRESS>
Mo Garfinkle

Consultant for NORTHWEST AIRLINES

GCW Consulting

1555 Wilson Boulevard, Suite 504

Arlington, VA 22209

Tel.<PHONE_NUMBER>

Fax<PHONE_NUMBER>

Email   HYPERLINK<EMAIL_ADDRESS><EMAIL_ADDRESS>
Ronald Lane

Chief Marketing Officer

POLAR AIR CARGO, INC.

100 Oceangate, Fifteenth Floor

Long Beach, CA  90802

Tel.<PHONE_NUMBER>

Fax<PHONE_NUMBER>

Email   HYPERLINK<EMAIL_ADDRESS><EMAIL_ADDRESS>
Jeffrey A. Manley

Cathleen P. Peterson

Patricia Byrne

Counsel for POLAR AIR CARGO

Wilmer, Cutler & Pickering

2445 M Street, N.W.

Washington, DC  20037-1420

(202) 663-6670

Fax<PHONE_NUMBER>

Email   HYPERLINK<EMAIL_ADDRESS><EMAIL_ADDRESS>
David F. Hoppin

Consultant for POLAR AIR CARGO

MergeGlobal, Inc.

1010 North Glebe Road, Suite 250

Arlington, VA 22201

Tel.<PHONE_NUMBER>

Fax<PHONE_NUMBER>

Email   HYPERLINK<EMAIL_ADDRESS><EMAIL_ADDRESS>
David L. Vaughan

Michael J. Francesconi

Counsel for UNITED PARCEL SERVICE

Kelley Drye & Warren LLP

1200 Nineteenth Street, N.W., Suite 500

Washington, DC  20036

Tel.<PHONE_NUMBER>

Fax<PHONE_NUMBER>

Email   HYPERLINK mailto:dvaunhan@,kellevdrve.com
<EMAIL_ADDRESS>
Ted Lytle

Public Affairs Manager

UNITED PARCEL SERVICE CO.

316 Pennsylvania Avenue, S.E.

Washington, DC 20003

Tel.<PHONE_NUMBER>

Fax<PHONE_NUMBER>

Email   HYPERLINK<EMAIL_ADDRESS><EMAIL_ADDRESS>
P. Charles Altimari

Daniel N. Tenfelde

UNITED PARCEL SERVICE CO.

1400 N. Hurstboume Parkway

Louisville, KY  40223

Tel.<PHONE_NUMBER>

Fax<PHONE_NUMBER>

Email   HYPERLINK<EMAIL_ADDRESS><EMAIL_ADDRESS>

(…continued)

(continued…)

Notice of Evergreen International Airlines, Inc.

Page   PAGE  2


[Federal Register: June 9, 2010 (Volume 75, Number 110)]
[Notices]
[Page 32837-32838]
[DOCID:fr09jn10-127]

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

DEPARTMENT OF TRANSPORTATION

Federal Aviation Administration

[Summary Notice No. PE-2010-29]

Petition for Exemption; Summary of Petition Received

AGENCY: Federal Aviation Administration (FAA), DOT.

ACTION: Notice of petition for exemption received.

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

SUMMARY: This notice contains a summary of a petition seeking relief
from specified requirements of 14 CFR. The purpose of this notice is to
improve the public's awareness of, and participation in, this aspect of
FAA's regulatory activities. Neither publication of this notice nor the
inclusion or omission of information in the summary is intended to
affect the legal status of the petition or its final disposition.

DATES: Comments on this petition must identify the petition docket
number involved and must be received on or before July 1, 2010.

ADDRESSES: You may send comments identified by Docket Number FAA-2010-
0468 using any of the following methods:
     Government-wide rulemaking Web site: Go to http://
www.regulations.gov and follow the instructions for sending your
comments electronically.
     Mail: Send comments to the Docket Management Facility;
U.S. Department of Transportation, 1200 New Jersey Avenue, SE., West
Building Ground Floor, Room W12-140, Washington, DC 20590.
     Fax: Fax comments to the Docket Management Facility at
202-493-2251.
     Hand Delivery: Bring comments to the Docket Management
Facility in Room W12-140 of the West Building Ground Floor at 1200 New
Jersey Avenue, SE., Washington, DC between 9 a.m. and 5 p.m., Monday
through Friday, except Federal holidays.
    Privacy: We will post all comments we receive, without change, to
http://www.regulations.gov, including any personal information you
provide. Using the search function of our docket Web site, anyone can
find and read the comments received into any of our dockets, including
the name of the individual sending the comment (or signing the comment
for an association, business, labor union, etc.). You may review DOT's
complete Privacy Act Statement in the Federal Register published on
April 11, 2000 (65 FR 19477-78).
    Docket: To read background documents or comments received, go to
http://www.regulations.gov at any time or to the Docket Management
Facility in Room W12-140 of the West Building Ground Floor at 1200 New
Jersey Avenue, SE., Washington, DC between 9 a.m. and 5 p.m., Monday
through Friday, except Federal holidays.

FOR FURTHER INFORMATION CONTACT: Mr. Peter L. Rouse, Aerospace
Engineer, Standards Office (ACE-111), Small Airplane Directorate,
Aircraft Certification Service, FAA; telephone number<PHONE_NUMBER>,
fax number<PHONE_NUMBER>, e-mail at<EMAIL_ADDRESS>    This notice is published pursuant to 14 CFR 11.85.

    Issued in Washington, DC, on June 4, 2010.
Pamela Hamilton-Powell,
Director, Office of Rulemaking.

Petition for Exemption

[Docket No. FAA-2010-0468]

    Petitioner: Air Tractor, Inc.
    Section of 14 CFR Affected: 14 CFR 23.1001.
    Description of Relief Sought: To allow Air Tractor Inc. to modify
ten model AT-802s with fuselage fuel tanks without meeting the fuel
jettison maximum weight demonstration, fuel discharges clear of any
part of the aircraft, and fuel or fumes do not enter any parts of the
airplane requirements

in Sec.  23.1001(b), (c)(2), and (c)(3). Air Tractor, Inc. proposes
conducting the maximum weight demonstration at 13,000 pounds or more
versus the model AT 802 certificated weight of 16,000 pounds because
the agricultural hopper removal will reduce the weight of the modified
model AT-802. Air Tractor, Inc. also proposes using red dye water
instead of fuel for the jettison test to conserve resources.

[FR Doc. 2010-13816 Filed 6-8-10; 8:45 am]
BILLING CODE 4910-13-P


[Federal Register Volume 86, Number 172 (Thursday, September 9, 2021)]
[Notices]
[Page 50569]
[FR Doc No: 2021-19418]

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

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-92860; File No. SR-NSCC-2021-010]

Self-Regulatory Organizations; National Securities Clearing
Corporation; Notice of Designation of Longer Period for Commission
Action on a Proposed Rule Change To Establish the Securities Financing
Transaction Clearing Service and Make Other Changes

September 2, 2021.
    On July 22, 2021, National Securities Clearing Corporation
(``NSCC'') filed with the Securities and Exchange Commission
(``Commission'') proposed rule change SR-NSCC-2021-010 (``Proposed Rule
Change'') pursuant to Section 19(b)(1) of the Securities Exchange Act
of 1934 (``Act'') \1\ and Rule 19b-4 thereunder.\2\ The Proposed Rule
Change was published for comment in the Federal Register on August 12,
2021.\3\ The Commission has received comment letters on the Proposed
Rule Change.\4\
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ Securities Exchange Act Release No. 92570 (August 5, 2021),
86 FR 44482 (August 12, 2021) (SR-NSCC-2021-010) (``Notice''). NSCC
also filed the proposal contained in the Proposed Rule Change as
advance notice SR-NSCC-2021-803 (``Advance Notice'') with the
Commission pursuant to Section 806(e)(1) of the Dodd-Frank Wall
Street Reform and Consumer Protection Act entitled the Payment,
Clearing, and Settlement Supervision Act of 2010 (``Clearing
Supervision Act''). 12 U.S.C. 5465(e)(1); 17 CFR 240.19b-4(n)(1)(i).
Notice of filing of the Advance Notice was published for comment in
the Federal Register on August 12, 2021. Securities Exchange Act
Release No. 92568 (August 5, 2021), 86 FR 44530 (August 12, 2021)
(SR-NSCC-2021-803). The proposal contained in the Proposed Rule
Change and the Advance Notice shall not take effect until all
regulatory actions required with respect to the proposal are
completed.
    \4\ Comment letters are available at https://www.sec.gov/comments/sr-nscc-2021-010/srnscc2021010.htm.
---------------------------------------------------------------------------

    Section 19(b)(2) of the Act \5\ provides that, within 45 days of
the publication of notice of the filing of a proposed rule change, or
within such longer period up to 90 days as the Commission may designate
if it finds such longer period to be appropriate and publishes its
reasons for so finding or as to which the self-regulatory organization
consents, the Commission shall either approve the proposed rule change,
disapprove the proposed rule change, or institute proceedings to
determine whether the proposed rule change should be disapproved. The
45th day after publication of the notice for the Proposed Rule Change
is September 26, 2021.
---------------------------------------------------------------------------

    \5\ 15 U.S.C. 78s(b)(2).
---------------------------------------------------------------------------

    The Commission is extending the 45-day period for Commission action
on the Proposed Rule Change. The Commission finds that it is
appropriate to designate a longer period within which to take action on
the Proposed Rule Change so that it has sufficient time to consider and
take action on the Proposed Rule Change.
    Accordingly, pursuant to Section 19(b)(2) of the Act \6\ and for
the reasons stated above, the Commission designates November 10, 2021
as the date by which the Commission shall either approve, disapprove,
or institute proceedings to determine whether to disapprove proposed
rule change SR-NSCC-2021-010.
---------------------------------------------------------------------------

    \6\ 15 U.S.C. 78s(b)(2).

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\7\
---------------------------------------------------------------------------

    \7\ 17 CFR 200.30-3(a)(31).
---------------------------------------------------------------------------

J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-19418 Filed 9-8-21; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register: February 23, 2006 (Volume 71, Number 36)]
[Notices]
[Page 9395-9398]
[DOCID:fr23fe06-103]

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

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-53320; File No. SR-NASD-2006-023]

Self-Regulatory Organizations; National Association of Securities
Dealers, Inc.; Notice of Filing and Immediate Effectiveness of Proposed
Rule Change and Amendment No. 1 Thereto To Modify Pricing for NASD
Members Using the Nasdaq Market Center and Nasdaq's Brut and Inet
Facilities

February 15, 2006.
    Pursuant to section 19(b)(1) of the Securities Exchange Act of 1934
(``Act'') \1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that
on February 13, 2006, the National Association of Securities Dealers,
Inc. (``NASD''), through its subsidiary, The Nasdaq Stock Market, Inc.
(``Nasdaq''), filed with the Securities and Exchange Commission
(``Commission'') the proposed rule change as described in Items I, II,
and III below, which Items have been prepared by Nasdaq. On February
14, 2006, Nasdaq submitted Amendment No. 1 to the proposed rule
change.\3\ Nasdaq has designated this proposal as one establishing or
changing a due, fee, or other charge imposed by the self-regulatory
organization under section 19(b)(3)(A)(ii) of the Act,\4\ and Rule 19b-
4(f)(2) thereunder,\5\ which renders the proposal effective upon filing
with the Commission. The Commission is publishing this notice to
solicit comments on the proposed rule change, as amended, from
interested persons.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ Amendment No. 1 made certain technical corrections to the
proposed rule text.
    \4\ 15 U.S.C. 78s(b)(3)(A)(ii).
    \5\ 17 CFR 240.19b-4(f)(2).
---------------------------------------------------------------------------

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

    Nasdaq proposes to modify the pricing for NASD members using the
Nasdaq Market Center and Nasdaq's Brut and Inet Facilities (``Nasdaq
Facilities'') to trade securities priced under $1.00. Nasdaq states
that it will implement the proposed rule change on February 13, 2006.
The text of the proposed rule change, as amended, is set forth below.
Proposed new language is in italics; proposed deletions are in
[brackets].\6\
---------------------------------------------------------------------------

    \6\ Changes are marked to the rule text that appears in the
electronic NASD Manual found at http://www.nasd.com. Prior to the

date when The NASDAQ Stock Market LLC (``NASDAQ LLC'') commences
operations, NASDAQ LLC will file a conforming change to the rules of
NASDAQ LLC approved in Securities Exchange Act Release No. 53128
(January 13, 2006), 71 FR 3550 (January 23, 2006) (File No. 10-131).

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

7010. System Services

    (a)-(h) No change.
    (i) Nasdaq Market Center, Brut, and Inet Order Execution and
Routing.
    (1) The following charges shall apply to the use of the order
execution and routing services of the Nasdaq Market Center, Brut, and
Inet (the ``Nasdaq Facilities'') by members for all Nasdaq-listed
securities subject to the Nasdaq UTP Plan and for Exchange-Traded Funds
that are not listed on Nasdaq. The term ``Exchange-Traded Funds'' shall
mean Portfolio Depository Receipts, Index Fund Shares, and Trust Issued
Receipts as such terms are defined in Rule 4420(i), (j), and (l),
respectively.

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

------------------------------------------------------------------------
                             Order Execution
------------------------------------------------------------------------
  Order that accesses the Quote/Order of a market participant that does
  not charge an access fee to market participants accessing its Quotes/
                  Orders through the Nasdaq Facilities:
------------------------------------------------------------------------
Charge to member entering order:
    Members with an average daily    $0.0028 per share executed (or, in
     volume through the Nasdaq        the case of executions against
     Facilities in all securities     Quotes/Orders at less than $1.00
     during the month of (i) more     per share, 0.1% of the total
     than 30 million shares of        transaction cost).
     liquidity provided, and (ii)
     more than 50 million shares of
     liquidity accessed and/or
     routed.
    Other members..................  $0.0030 per share executed (or, in
                                      the case of executions against
                                      Quotes/Orders at less than $1.00
                                      per share, 0.1% of the total
                                      transaction cost).
Credit to member providing
 liquidity:
    Members with an average daily    $0.0025 per share executed (or $0,
     volume through the Nasdaq        in the case of executions against
     Facilities in all securities     Quotes/Orders at less than $1.00
     during the month of more than    per share).
     30 million shares of liquidity
     provided.
    Other members..................  $0.0020 per share executed (or $0,
                                      in the case of executions against
                                      Quotes/Orders at less than $1.00
                                      per share).
------------------------------------------------------------------------
Order that accesses the Quote/Order of a market participant that charges
an access fee to market participants accessing its Quotes/Orders through
                  the Nasdaq [Market Center]Facilities:
------------------------------------------------------------------------
Charge to member entering order:
    Members with an average daily    $0.001 per share executed (but no
     volume through the Nasdaq        more than $10,000 per month).
     Facilities in all securities
     during the month of more than
     500,000 shares of liquidity
     provided.
    Other members..................  $0.001 per share executed.
------------------------------------------------------------------------
               Order Routing for Nasdaq-Listed Securities
------------------------------------------------------------------------
Any order entered by a member that   The greater of (i) $0.004 per share
 is routed outside of the Nasdaq      executed or (ii) a pass-through of
 Facilities and that does not         all applicable access fees charged
 attempt to execute in the Nasdaq     by electronic communications
 Facilities prior to routing.         networks that charge more than
                                      $0.003 per share executed.
Any other order entered by a member
 that is routed outside of the
 Nasdaq Facilities:
    Members with an average daily    The greater of (i) $0.0028 per
     volume through the Nasdaq        share executed or (ii) a pass-
     Facilities in all securities     through of all applicable access
     during the month of (i) more     fees charged by electronic
     than 30 million shares of        communications networks that
     liquidity provided, and (ii)     charge more than $0.003 per share
     more than 50 million shares of   executed.
     liquidity accessed and/or
     routed.
    Other members..................  The greater of (i) $0.0030 per
                                      share executed or (ii) a pass-
                                      through of all applicable access
                                      fees charged by electronic
                                      communications networks that
                                      charge more than $0.003 per share
                                      executed.
------------------------------------------------------------------------
      Order Routing for Exchange-Traded Funds Not Listed on Nasdaq
------------------------------------------------------------------------
Order routed to the New York Stock   See DOT fee schedule in Rule
 Exchange (``NYSE'') through its      7010(i)(6).
 DOT system.
Any other order entered by a member  $0.004 per share executed.
 that is routed outside of the
 Nasdaq Facilities and that does
 not attempt to execute in the
 Nasdaq Facilities prior to routing.
Order routed to the American Stock   $0.01 per share executed.
 Exchange (``Amex'') after
 attempting to execute in the
 Nasdaq Facilities.
Order routed through the             $0.0007 per share executed.
 Intermarket Trading System
 (``ITS'') after attempting to
 execute in the Nasdaq Facilities.
Order routed to venues other than    $0.0035 per share executed.
 the NYSE and Amex after attempting
 to execute in the Nasdaq
 Facilities.
------------------------------------------------------------------------

    (2)-(7) No change.
    (j)-(w) No change.
* * * * *

II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, Nasdaq included statements
concerning the purpose of and basis for the proposed rule change, as
amended, and discussed any comments it received on the proposed rule
change, as amended. The text of these statements may be examined at the
places specified in Item IV below. Nasdaq has prepared summaries, set
forth in sections A, B, and C below, of the most significant aspects of
such statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change

1. Purpose
    Since the beginning of February, Nasdaq has observed an increase in
the extent to which market participants are posting limit orders in
certain securities priced under $1.00 in circumstances where the price
of the posted order locks or crosses prices available on other markets
or improves upon the NBBO by an extremely small amount. The alteration
in market participant behavior appears to be a result of both Nasdaq's
introduction of subpenny pricing in Nasdaq-listed securities priced
under $1.00, as well as the dissemination of said pricing via the
Securities Information Processor, and a recent Nasdaq pricing change
that eliminated caps on liquidity provider rebates for these
securities. As a result, it appears that certain participants are
submitting orders in these low-priced securities in a manner calculated
to earn liquidity provider rebates. Because Nasdaq considers this
behavior detrimental to market quality, Nasdaq proposes to modify its
pricing for securities priced under $1.00 to eliminate the liquidity
provider credit. To offset the effect of this change on market
participants engaged in legitimate trading of these securities, Nasdaq
also proposes to reduce the fee to access liquidity in these stocks
from the current fee of $0.0028 or $0.003 per share to a charge equal
to 0.1% of the total transaction cost. Thus, in a transaction to buy
1,000 shares at $0.50, the charge to access liquidity would be $0.50.
This change will also ensure that Nasdaq's pricing for low-priced
securities is consistent with Rule 610(c)(2) of Regulation NMS when it
takes effect later this year. Rule 610(c)(2) will limit fees for access
to quotations under $1.00 to no more than 0.3% of the quotation price
per share.
    This filing applies to NASD members and is effective immediately.
Nasdaq is also submitting a filing to apply the changes to non-members
using the Brut and Inet facilities,\7\ and also plans to submit a
filing to make both the member and non-member changes retroactive to
February 1, 2006.
---------------------------------------------------------------------------

    \7\ See Securities Exchange Act Release No. 53321 (February 15,
2006) (File No. SR-NASD-2006-024).
---------------------------------------------------------------------------

2. Statutory Basis
    Nasdaq believes that the proposed rule change, as amended, is
consistent with the provisions of section 15A of the Act,\8\ in
general, and with section 15A(b)(5) of the Act,\9\ in particular, in
that it provides for the equitable allocation of reasonable dues, fees
and other charges among members and issuers and other persons using any
facility or system which the NASD operates or controls. Nasdaq states
that the proposed rule change, as amended, would modify Nasdaq's fees
and rebates associated with Nasdaq-listed securities priced under $1.00
in order to eliminate incentives to engage in behavior with respect to
such securities that has degraded market quality.
---------------------------------------------------------------------------

    \8\ 15 U.S.C. 78o-3.
    \9\ 15 U.S.C. 78o-3(b)(5).
---------------------------------------------------------------------------

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

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

C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others

    Written comments were neither solicited nor received.

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

    The foregoing rule change is subject to section 19(b)(3)(A)(ii) of
the Act \10\ and subparagraph (f)(2) of Rule 19b-4 thereunder \11\
because it establishes or changes a due, fee, or other charge
applicable only to a member imposed by the self-regulatory
organization. Accordingly, the proposal is effective upon Commission
receipt of the filing. At any time within 60 days of the filing of the
proposed rule change, the Commission may summarily abrogate such rule
change if it appears to the Commission that such action is necessary or
appropriate in the public interest, for the protection of investors, or
otherwise in furtherance of the purposes of the Act.\12\
---------------------------------------------------------------------------

    \10\ 15 U.S.C. 78s(b)(3)(A)(ii).
    \11\ 17 CFR 240.19b-4(f)(2).
    \12\ For purpose of calculating the 60-day period within which
the Commission may summarily abrogate the proposed rule change under
section 19(b)(3)(C) of the Act, the Commission considers that period
to commence on February 14, 2006, the date that the NASD filed
Amendment No. 1.
---------------------------------------------------------------------------

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 No. SR-NASD-2006-023 on the subject line.

Paper Comments

     Send paper comments in triplicate to Nancy M. Morris,
Secretary, Securities and Exchange Commission, Station Place, 100 F
Street, NE., Washington, DC 20549-1090.
    All submissions should refer to File No. SR-NASD-2006-023. This
file number should be included on the subject line if e-mail is used.
To help the Commission process and review your comments more
efficiently, please use only one method. The Commission will post all
comments on the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml
). Copies of the submission, all subsequent amendments,

all written statements with respect to the proposed rule change that
are filed with the Commission, and all written communications relating
to the proposed rule change between the Commission and any person,
other than those that may be withheld from the public in accordance
with the provisions of 5 U.S.C. 552, will be available for inspection
and copying in the Commission's Public Reference Room. Copies of such
filing will also be available for inspection and copying at the
principal office of the NASD. 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 No. SR-NASD-2006-023 and should be
submitted on or before March 16, 2006.

    For the Commission, by the Division of Market Regulation,
pursuant to delegated authority.\13\
---------------------------------------------------------------------------

    \13\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

J. Lynn Taylor,
Assistant Secretary.
 [FR Doc. E6-2518 Filed 2-22-06; 8:45 am]

BILLING CODE 8010-01-P


[Federal Register: February 12, 2008 (Volume 73, Number 29)]
[Notices]
[Page 8038-8039]
[DOCID:fr12fe08-19]

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

DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

Combined Notice of Filings 1

February 7, 2008.
    Take notice that the Commission has received the following Natural
Gas Pipeline Rate and Refund Report filings:

    Docket Numbers: RP96-312-178.
    Applicants: Tennessee Gas Pipeline Company.
    Description: Tennessee Gas Pipeline Co. submits Gas Transportation
Agreement with Statoil Natural Gas, LLC pursuant to its Rate Schedule
FT-A etc.
    Filed Date: 02/05/2008.
    Accession Number: 20080206-0233.
    Comment Date: 5 p.m. Eastern Time on Tuesday, February 19, 2008.

    Docket Numbers: RP99-301-200.
    Applicants: ANR Pipeline Company.
    Description: ANR Pipeline Company submits an amendment to Rate
Schedule FTS-1 Negotiated Rate Agreement between ANR and Centerpoint
Energy Services, Inc.
    Filed Date: 02/01/2008.
    Accession Number: 20080205-0278.
    Comment Date: 5 p.m. Eastern Time on Wednesday, February 13, 2008.

    Docket Numbers: RP06-298-006.
    Applicants: National Fuel Gas Supply Corporation.
    Description: National Fuel Gas Supply Corporation submits its Semi-
Annual Report of Operational Sales of Gas pursuant to Section 40-3 of
the General Terms and Conditions of its FERC Gas Tariff.
    Filed Date: 02/01/2008.
    Accession Number: 20080205-0276.
    Comment Date: 5 p.m. Eastern Time on Wednesday, February 13, 2008.

    Docket Numbers: RP07-114-002.
    Applicants: Cheyenne Plains Gas Pipeline Company LLC.
    Description: Cheyenne Plains Gas Pipeline Company, LLC submits
Original Volume 1, First Revised Sheet 28 and 28A of its FERC Gas
Tariff.
    Filed Date: 02/01/2008.
    Accession Number: 20080205-0277.
    Comment Date: 5 p.m. Eastern Time on Wednesday, February 13, 2008.

    Docket Numbers: RP07-310-001.
    Applicants: Mojave Pipeline Company.
    Description: Mojave Pipeline Company submits First Revised Sheet 1
et al. to FERC Gas Tariff, Second Revised Volume 1, with proposed
effective dates of February 1, 2008 and March 1, 2008.
    Filed Date: 02/05/2008.
    Accession Number: 20080206-0232.
    Comment Date: 5 p.m. Eastern Time on Tuesday, February 19, 2008.

    Docket Numbers: RP08-112-001.
    Applicants: Sabine Pipe Line LLC.
    Description: Sabine Pipe Line LLC submits Tenth Revised Sheet 20 of
its FERC Gas Tariff Volume 1, tariff sheet proposed to become effective
March 1, 2008.
    Filed Date: 02/04/2008.
    Accession Number: 20080205-0300.
    Comment Date: 5 p.m. Eastern Time on Tuesday, February 19, 2008.

    Docket Numbers: RP08-131-001.
    Applicants: Eastern Shore Natural Gas Company.
    Description: Eastern Shore Natural Gas Company submits compliance
filing to reflect the restoration of missing text to Eastern Shore's
General Terms and Conditions Section 31 etc.
    Filed Date: 02/04/2008.
    Accession Number: 20080205-0275.
    Comment Date: 5 p.m. Eastern Time on Tuesday, February 19, 2008.

    Docket Numbers: RP08-144-001.
    Applicants: Gulf States Transmission Corporation.
    Description: Gulf States Transmission Corporation submits Fourth
Revised Sheet 5 to be effective March 1, 2008.
    Filed Date: 02/04/2008.
    Accession Number: 20080205-0299.
    Comment Date: 5 p.m. Eastern Time on Tuesday, February 19, 2008.

    Docket Numbers: RP08-184-000.
    Applicants: SG Resources Mississippi, L.L.C.
    Description: SG Resources Mississippi, LLC submits Original Sheet 0
et al. to FERC Gas Tariff, Original Volume 1 etc.
    Filed Date: 01/31/2008.
    Accession Number: 20080205-0280.
    Comment Date: 5 p.m. Eastern Time on Tuesday, February 12, 2008.

    Docket Numbers: RP08-185-000.
    Applicants: Texas Eastern Transmission LP.
    Description: Texas Eastern Transmission, LP submits First Revised
Sheet 223 and 258 of its FERC Gas Tariff, Revised Volume 2, to be
effective February 1, 2008.
    Filed Date: 02/01/2008.
    Accession Number: 20080205-0296.
    Comment Date: 5 p.m. Eastern Time on Wednesday, February 13, 2008.

    Docket Numbers: RP08-186-000.
    Applicants: National Fuel Gas Supply Corporation.
    Description: Natural Fuel Gas Supply Corporation submits 111th
Revised Sheet 9 to its FERC Gas Tariff, Fourth Revised Volume 1,
proposed to be effective February 1, 2008.
    Filed Date: 02/01/2008.
    Accession Number: 20080205-0297.
    Comment Date: 5 p.m. Eastern Time on Wednesday, February 13, 2008.

    Docket Numbers: RP08-187-000.
    Applicants: Northern Natural Gas Company.
    Description: Northern Natural Gas Company submits 76 Revised Sheet
50 et al. to FERC Gas Tariff, Fifth Revised Volume 1, to become
effective April 1, 2008.
    Filed Date: 02/01/2008.
    Accession Number: 20080205-0298.
    Comment Date: 5 p.m. Eastern Time on Wednesday, February 13, 2008.

    Docket Numbers: RP08-188-000.
    Applicants: Egan Hub Storage, LLC.
    Description: Egan Hub Storage, LLC submits Third Revised Sheet 4 et
al. to its FERC Gas Tariff, First Revised Volume 2, to become effective
March 6, 2008.
    Filed Date: 02/04/2008.
    Accession Number: 20080205-0279.
    Comment Date: 5 p.m. Eastern Time on Tuesday, February 19, 2008.

    Docket Numbers: CP93-618-018.
    Applicants: Gas Transmission Northwest Corporation.
    Descriptions: Gas Transmission Northwest Corporation submits its
Annual Report on Deferred Revenue Recovery Mechanism and Revenue

Reconciliation for the Year Ending October 31, 2007.
    Filed Date: 01/31/2008.
    Accession Number: 20080205-0311.
    Comment Date: 5 p.m. Eastern Time on Tuesday, February 19, 2008.

    Any person desiring to intervene or to protest in any of the above
proceedings must file in accordance with Rules 211 and 214 of the
Commission's Rules of Practice and Procedure (18 CFR 385.211 and
385.214) on or before 5 p.m. Eastern time on the specified comment
date. It is not necessary to separately intervene again in a subdocket
related to a compliance filing if you have previously intervened in the
same docket. Protests will be considered by the Commission in
determining the appropriate action to be taken, but will not serve to
make protestants parties to the proceeding. Anyone filing a motion to
intervene or protest must serve a copy of that document on the
Applicant. In reference to filings initiating a new proceeding,
interventions or protests submitted on or before the comment deadline
need not be served on persons other than the Applicant.
    The Commission encourages electronic submission of protests and
interventions in lieu of paper, using the FERC Online links at http://www.ferc.gov.
 To facilitate electronic service, persons with Internet

access who will eFile a document and/or be listed as a contact for an
intervenor must create and validate an eRegistration account using the
eRegistration link. Select the eFiling link to log on and submit the
intervention or protests.
    Persons unable to file electronically should submit an original and
14 copies of the intervention or protest to the Federal Energy
Regulatory Commission, 888 First St., NE., Washington, DC 20426.
    The filings in the above proceedings are accessible in the
Commission's eLibrary system by clicking on the appropriate link in the
above list. They are also available for review in the Commission's
Public Reference Room in Washington, DC. There is an eSubscription link
on the web site that enables subscribers to receive e-mail notification
when a document is added to a subscribed dockets(s). For assistance
with any FERC Online service, please e-mail<EMAIL_ADDRESS>
or call<PHONE_NUMBER> (toll free). For TTY, call<PHONE_NUMBER>.

Nathaniel J. Davis, Sr.,
Deputy Secretary.
 [FR Doc. E8-2544 Filed 2-11-08; 8:45 am]

BILLING CODE 6717-01-P