Self-Regulatory Organizations; ISE Gemini, LLC; Notice of Filing of Proposed Rule Change, as Modified by Amendment No. 1 Thereto, Relating to a Corporate Transaction Involving Its Indirect Parent, 67215-67220 [2014-26691]

Download as PDF Federal Register / Vol. 79, No. 218 / Wednesday, November 12, 2014 / Notices TKELLEY on DSK3SPTVN1PROD with NOTICES Section 17A of the Act 10 and the rules and regulations thereunder applicable to ICC. Specifically, the Commission believes that the proposed rules in Subchapter 26I to allow for the clearance of SWES Contracts, in conjunction with existing ICC Rules and procedures applicable to the clearing of CDS contracts, are designed to promote the prompt and accurate clearance and settlement of securities transactions, consistent with Section 17A(b)(3)(F) of the Act.11 Additionally, the Commission believes that the proposed revisions to ICC’s Risk Management Framework to address the wrong way risk associated with clearing SWES Contracts are designed to promote the prompt and accurate clearance and settlement of securities transactions, to assure the safeguarding of securities and funds which are in the custody or control of the clearing agency or for which it is responsible, and in general, to protect investors and the public interest, consistent with Section 17A(b)(3)(F) of the Act.12 Specifically, the proposed changes to the ICC Risk Management Framework would require additional collateralization in the form of initial margin from Clearing Participants that sell protection on SWES reference entities exhibiting a high degree of association with itself or that sell protection on its country of domicile. These proposed margin model enhancements will provide additional resources to ICC to address the credit risks associated with the correlation between the risk of default of an underlying sovereign and the risk of default of a Clearing Participant that has written credit protection through SWES Contracts on such sovereign. Accordingly, the Commission believes that the proposed changes to the Risk Management Framework, in combination with ICC’s existing rules and procedures related to margin and guaranty fund, are reasonably designed to meet the requirements of Rules 17Ad–22(b)(1)–(3) 13 related to the measurement and management of credit exposures, margin requirements, and the maintenance of sufficient financial resources required for a registered clearing agency acting as a central counterparty for security-based swaps. IV. Conclusion On the basis of the foregoing, the Commission finds that the proposal is consistent with the requirements of the 10 15 11 15 U.S.C. 78q–1. U.S.C. 78q–1(b)(3)(F). 12 Id. 13 17 CFR 240.17Ad–22(b)(1)–(3). VerDate Sep<11>2014 17:55 Nov 10, 2014 Jkt 235001 Act and in particular with the requirements of Section 17A of the Act 14 and the rules and regulations thereunder. It is therefore ordered, pursuant to Section 19(b)(2) of the Act,15 that the proposed rule change (SR–ICC–2014– 14) be, and hereby is, approved.16 For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.17 Kevin M. O’Neill, Deputy Secretary. [FR Doc. 2014–26692 Filed 11–10–14; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–73531; File No. SR– ISEGemini-2014–24] Self-Regulatory Organizations; ISE Gemini, LLC; Notice of Filing of Proposed Rule Change, as Modified by Amendment No. 1 Thereto, Relating to a Corporate Transaction Involving Its Indirect Parent November 5, 2014. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (the ‘‘Act’’),1 and Rule 19b–4 thereunder,2 notice is hereby given that, on October 22, 2014, the ISE Gemini, LLC (the ‘‘Exchange’’ or the ‘‘ISE Gemini’’) filed with the Securities and Exchange Commission (‘‘Commission’’) the proposed rule change, as described in Items I and II below, which items have been prepared by the self-regulatory organization. On October 31, 2014, the Exchange filed Amendment No. 1 to the proposal.3 The Commission is publishing this notice to solicit comments on the proposed rule change, as modified by Amendment No. 1, from interested persons. 14 15 U.S.C. 78q–1. U.S.C. 78s(b)(2). 16 In approving the proposed rule change, the Commission considered the proposal’s impact on efficiency, competition and capital formation. 15 U.S.C. 78c(f). 17 17 CFR 200.30–3(a)(12). 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b–4. 3 In Amendment No. 1, the Exchange proposed non-substantive changes to amend Exhibits 5E (Form of Eurex Global Derivatives AG Corporate Resolutions) and 5F (Form of Agreement and Consent by and between Eurex Global Derivatives ¨ AG and Eurex Zurich AG) so that the text the Exchange proposes to delete accurately reflects the existing text of the resolutions previously submitted to, and approved by, the Commission. 15 15 PO 00000 Frm 00060 Fmt 4703 Sfmt 4703 67215 I. Self-Regulatory Organization’s Statement of the Terms of the Substance of the Proposed Rule Change The Exchange proposes to make changes to its indirect, non-U.S. upstream ownership structure (the ‘‘Transactions’’), in connection with which the Series A Preferred Stock of the Exchange’s sole, direct parent, International Securities Exchange Holdings, Inc. (‘‘ISE Holdings’’), will be converted to shares of ISE Holdings common stock (the ‘‘Conversion’’). In order to consummate the Transactions, including the Conversion, the Exchange proposes to: (i) Amend and restate the Certificate of Designations of Series A Preferred Stock of ISE Holdings (the ‘‘COD’’); (ii) amend and restate the Amended and Restated Certificate of Incorporation of ISE Holdings (the ‘‘COI’’); and (iii) amend and restate the Second Amended and Restated Trust Agreement (the ‘‘Trust Agreement’’) that exists among ISE Holdings, U.S. Exchange Holdings, Inc. (‘‘U.S. Exchange Holdings’’), and the Trustees (as defined therein). The Exchange also proposes that certain corporate resolutions and agreements that were previously established or entered into by entities that will cease to be upstream owners of ISE Gemini after the Transactions will no longer be rules of the Exchange. In addition, the Exchange proposes to amend and restate the Amended and Restated Limited Liability Company Agreement of ISE Gemini (‘‘ISE Gemini LLC Agreement’’) with respect to distributions. Finally, the Exchange proposes to make a nonsubstantive, administrative change to the Second Amended and Restated Certificate of Incorporation of U.S. Exchange Holdings (‘‘U.S. Exchange Holdings COI’’), the direct U.S. upstream owner of ISE Holdings, to update a reference therein to the Trust Agreement. The text of the proposed rule change is available at the Commission’s Public Reference Room and on the Exchange’s Internet Web site at https://www.ise.com. II. Self-Regulatory Organization’s Statement of the Purpose of, and the Statutory Basis for, the Proposed Rule Change In its filing with the Commission, the self-regulatory organization included statements concerning the purpose of, and basis for, the proposed rule change and discussed any comments it received on the proposed rule change. The text of these statements may be examined at the places specified in Item IV below. The self-regulatory organization has prepared summaries, set forth in E:\FR\FM\12NON1.SGM 12NON1 67216 Federal Register / Vol. 79, No. 218 / Wednesday, November 12, 2014 / Notices sections A, B and C below, of the most significant aspects of such statements. A. Self-Regulatory Organization’s Statement of the Purpose of, and the Statutory Basis for, the Proposed Rule Change 1. Purpose The purpose of the proposal is to make changes to the Exchange’s indirect, non-U.S. upstream ownership structure, in connection with which the Series A Preferred Stock of the Exchange’s sole, direct parent, ISE Holdings, will be converted to shares of ISE Holdings common stock.4 Background On December 17, 2007, ISE Holdings, the sole, direct parent of the Exchange, became a direct, wholly-owned subsidiary of U.S. Exchange Holdings.5 U.S. Exchange Holdings is a whollyowned, direct subsidiary of Eurex Frankfurt AG (‘‘Eurex Frankfurt’’). Eurex Frankfurt is a wholly-owned, direct ¨ subsidiary of Eurex Zurich AG (‘‘Eurex ¨ ¨ Zurich’’). Eurex Zurich is jointly-owned ¨ (50%/50%) by Deutsche Borse AG ¨ (‘‘Deutsche Borse’’) and Eurex Global Derivatives AG (‘‘EGD’’). EGD is a wholly-owned, direct subsidiary of ¨ Deutsche Borse.6 Contemporaneous with becoming a direct, wholly-owned subsidiary of U.S. Exchange Holdings, ISE Holdings issued 100,000 shares of Series A Preferred Stock (‘‘ISE Holdings Preferred’’) to Eurex Services GmbH (‘‘ESG’’).7 ESG is a wholly-owned, direct subsidiary of Eurex Frankfurt. ISE Holdings Stock TKELLEY on DSK3SPTVN1PROD with NOTICES Two classes of ISE Holdings stock are currently issued and outstanding: (i) 1,000 shares of common stock (‘‘ISE Holdings Common’’), which are held exclusively by U.S. Exchange Holdings—the sole, direct owner of ISE Holdings; and (ii) 100,000 shares of ISE 4 The Exchange’s affiliate, International Securities Exchange, LLC (‘‘ISE’’), has submitted a nearly identical proposed rule change. See SR–ISE–2014– 44. The Commission granted the Exchange’s application for registration as a national securities exchange on July 26, 2013. See Securities Exchange Act Release No. 70050 (July 26, 2013), 78 FR 46622 (File No. 10–209). The Exchange was originally named ‘‘Topaz Exchange, LLC.’’ 5 See Securities Exchange Act Release No. 56955 (December 13, 2007), 72 FR 71979 (December 19, 2007) (SR–ISE–2007–101). 6 See Securities Exchange Act Release No. 66834 (April 19, 2012), 77 FR 24752 (April 25, 2012) (SR– ¨ ISE–2012–21). Each of Deutsche Borse, Eurex ¨ Frankfurt, Eurex Zurich, and EGD is referred to as a ‘‘Non-U.S. Upstream Owner’’ and collectively as the ‘‘Non-U.S. Upstream Owners.’’ 7 The ISE Holdings Preferred was issued with a par value of $.01 per share to finance, and thereby facilitate the completion of, the 2007 transaction described in SR–ISE–2007–101, supra note 5. VerDate Sep<11>2014 17:55 Nov 10, 2014 Jkt 235001 Holdings Preferred, which are held exclusively by ESG. Both U.S. Exchange Holdings and ESG are wholly-owned, direct subsidiaries of Eurex Frankfurt. The ISE Holdings Preferred is provided for in the COD, which was adopted on December 19, 2007.8 Unlike the ISE Holdings Common, ISE Holdings Preferred generally does not have the right by its terms to vote in the election of the ISE Holdings Board of Directors or on other matters (other than matters affecting the rights, preferences, or privileges of ISE Holdings Preferred or as required by law or as set forth in the COD).9 These rights generally reside exclusively with the ISE Holdings Common. The Transactions The Transactions are designed to: (i) Simplify the indirect ownership structure of the Exchange among the various entities described above; and (ii) create a more efficient capital structure with respect to U.S., German and Swiss laws. The Transactions will not have any effect on ISE Holdings’ direct ownership of the Exchange or the operations of the Exchange. Consummation of the Transactions is subject to approval of this proposed rule change by the Commission.10 In order to effectuate the Transactions, including the Conversion, the following steps are anticipated to occur sequentially: 1. On or about December 19, 2014, Eurex ¨ Zurich will sell its 100% ownership in Eurex ¨ Frankfurt to Deutsche Borse, whereby Eurex Frankfurt will become a wholly-owned, ¨ direct subsidiary of Deutsche Borse; 11 2. On or about December 21, 2014, Eurex Frankfurt will transfer its 100% ownership in ESG, the sole holder of the ISE Holdings Preferred, to U.S. Exchange Holdings; 3. On or about December 21, 2014, and after completion of Step 2 above, U.S. Exchange Holdings, as the sole, direct owner of ESG, will cause ESG to distribute the ISE Holdings Preferred to U.S. Exchange Holdings; 4. On or about December 22, 2014, Eurex Frankfurt, the sole, direct owner of U.S. Exchange Holdings, will cause U.S. Exchange Holdings to convert the ISE Holdings Preferred into ISE Holdings Common. Each of 8 See supra note 5. COD, Section 5(a). ISE Holdings Preferred would have certain of such rights, if, for example, ISE Holdings were to (i) file a petition, application, answer or consent seeking reorganization or relief under any applicable bankruptcy law, (ii) formally approve a plan to dissolve or wind up, or (iii) fail to pay all accrued and unpaid ISE Holdings Preferred dividends in any two consecutive calendar years. See COD, Section 5(b). 10 See infra notes 13, 14 and 23. 11 As referenced above, Deutsche Borse is already ¨ the 100% indirect owner of Eurex Frankfurt. In ¨ addition, Deutsche Borse also is already an approved Non-U.S. Upstream Owner of the Exchange. See supra note 6. 9 See PO 00000 Frm 00061 Fmt 4703 Sfmt 4703 the 100,000 shares of ISE Holdings Preferred will be converted to one share of ISE Holdings Common. After the Conversion, U.S. Exchange Holdings will continue to hold all of the issued and outstanding shares of ISE Holdings Common (1,000 shares before and 101,000 shares after the Conversion); and 5. On or about December 31, 2014, Eurex Frankfurt will transfer 15% of its ownership in U.S. Exchange Holdings to Deutsche ¨ Borse. As a result of the Transactions, Eurex ¨ Zurich and EGD will cease to be NonU.S. Upstream Owners of the Exchange, ¨ as Deutsche Borse will be the sole, direct owner of Eurex Frankfurt, which will directly own 85% of U.S. Exchange ¨ Holdings.12 Deutsche Borse will directly own the remaining 15% of U.S. Exchange Holdings. U.S. Exchange Holdings will remain the sole, direct owner of ISE Holdings. ISE Holdings will also remain the sole, direct owner of the Exchange. The Transactions will not result in any additional person or entity acquiring direct or indirect ownership in the Exchange. In order to consummate the Transactions in the manner described above, certain administrative amendments will need to be made to the COD, COI and Trust Agreement. The proposed amendments to such documents are as follows: COD In order to effect the Conversion, the Exchange proposes to amend certain provisions of the COD, as Section 6(b) of the COD currently provides that the ISE Holdings Preferred is not convertible. Specifically, the Exchange proposes to amend Section 6(b) to provide that each share of ISE Holdings Preferred may, at the option of the holder thereof, be converted into one fully paid and non-assessable share of ISE Holdings Common on the date on which such holder delivers a duly executed notice of conversion to ISE Holdings substantially in the form of a new Annex A attached to the COD.13 12 In connection with each of their ownership ¨ interests in the Exchange, Eurex Zurich and EGD, ¨ along with Deutsche Borse, Eurex Frankfurt, U.S. Exchange Holdings, ISE Holdings, and ISE, became parties to an agreement to provide for adequate funding for the Exchange’s regulatory responsibilities. The Exchange subsequently became a party to the agreement. Following the completion of the Transactions, each of Eurex ¨ Zurich and EGD will cease to be a Non-U.S. Upstream Owner of the Exchange, and as such, will no longer be a party to such agreement. 13 The proposed amended COD is attached hereto as Exhibit 5A. Section 8 of the COD provides that, with respect to amendments and waivers thereof, except as expressly provided for in the COD, no provision of the COD may be amended, except in a written instrument signed by ISE Holdings and holders of a majority of the ISE Holdings Preferred. Notwithstanding the foregoing, before any E:\FR\FM\12NON1.SGM 12NON1 Federal Register / Vol. 79, No. 218 / Wednesday, November 12, 2014 / Notices TKELLEY on DSK3SPTVN1PROD with NOTICES COI Article FOURTH of the COI currently provides that the total number of shares of all classes of capital stock that ISE Holdings shall have authority to issue is one hundred one thousand (101,000) shares, which shall be divided as follows: One thousand (1,000) shares of ISE Holdings Common, par value $.01 per share, and one hundred thousand (100,000) shares of ISE Holdings Preferred, par value $.01 per share. In connection with the proposed amendments to the COD, certain provisions of the COI will need to be amended to account for the increase in the authorized number of ISE Holdings Common that will result from the Conversion. Specifically, the Exchange proposes that the number of authorized shares of ISE Holdings Common be increased from 1,000 shares to 101,000 shares (i.e., the existing, issued and outstanding 1,000 shares of ISE Holdings Common plus the additional 100,000 shares of ISE Holdings Common resulting from the Conversion).14 In addition, the Exchange proposes to maintain the number of authorized ISE Holdings Preferred at 100,000 shares, in the event that ISE Holdings determines to issue ISE Holdings Preferred in the future. As such, the Exchange therefore proposes to increase the total number of authorized ISE Holdings Common and ISE Holdings Preferred from 101,000 shares to 201,000 shares. For the avoidance of doubt, zero shares of ISE Holdings Preferred would be outstanding post-Conversion. The COI restricts any person, either alone or together with its related amendment to or repeal of any provision of the COD shall be effective, the same shall be submitted to the board of directors of the Exchange, and if the same must be filed with, or filed with and approved by, the Commission before the same may be effective, under Section 19 of the Act and the rules promulgated thereunder, then the same shall not be effective until filed with, or filed with and approved by, the Commission, as the case may be. In addition to the substantive changes, the Exchange proposes to retitle the COD as the ‘‘Amended and Restated’’ Certificate of Designations of Series A Preferred Stock of ISE Holdings. 14 The proposed amended COI is attached hereto as Exhibit 5B. Article FOURTEENTH of the COI provides that, for so long as ISE Holdings shall control, directly or indirectly, the Exchange, or facility thereof, before any amendment to or repeal of any provision of COI shall be effective, the same shall be submitted to the board of directors of the Exchange, and if the same must be filed with, or filed with and approved by, the Commission before the same may be effective, under Section 19 of the Act and the rules promulgated thereunder, then the same shall not be effective until filed with, or filed with and approved by, the Commission, as the case may be. In addition to the substantive changes, the Exchange proposes to retitle the COI as the ‘‘Second’’ Amended and Restated Certificate of Incorporation of ISE Holdings and update the date thereof. VerDate Sep<11>2014 17:55 Nov 10, 2014 Jkt 235001 persons, from having voting control, either directly or indirectly, over more than 20% of the outstanding capital stock of ISE Holdings (the ‘‘Voting Limit’’) and from directly or indirectly owning of record or beneficially more than 40% of the outstanding capital stock of ISE Holdings (or in the case of any Exchange member, acting alone or together with its related persons, from directly or indirectly owning of record or beneficially more than 20% of the outstanding capital stock of ISE Holdings) (the ‘‘Ownership Limit’’).15 For the avoidance of doubt, the Conversion will not implicate the Voting Limit or Ownership Limit, as U.S. Exchange Holdings will continue to own 100% of the ISE Holdings Common before and after the Conversion. Similarly, no new direct or indirect upstream owners of the Exchange or ISE Holdings will result from the Transactions.16 Trust Agreement 17 The Trust Agreement serves four general purposes: (i) To accept, hold and dispose of Trust Shares 18 on the terms and subject to the conditions set forth therein; (ii) to determine whether a Material Compliance Event 19 has occurred or is continuing; (iii) to determine whether the occurrence and continuation of a Material Compliance Event requires the exercise of the Call 15 See COI, Article FOURTH, Section III. of the Non-U.S. Upstream Owners has previously taken appropriate steps to incorporate provisions regarding ownership, jurisdiction, books and records, and other issues related to their control of the Exchange. Specifically, each of the Non-U.S. Upstream Owners has adopted resolutions, which were previously approved by the Commission, to incorporate these concepts with respect to itself, as well as its board members, officers, employees, and agents (as applicable), to the extent that they are involved in the activities of the Exchange. See File No. 10–209, supra note 4. See also discussion below under ‘‘Certain Resolutions and Agreements.’’ 17 The Trust Agreement exists among ISE Holdings, U.S. Exchange Holdings, and the Trustees (as defined therein). 18 Under the Trust Agreement, 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 COI, 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. 19 Under the Trust Agreement, the term ‘‘Material Compliance Event’’ means, with respect to a NonU.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 resolutions (i.e., as referenced in note 16) in any material respect. 16 Each PO 00000 Frm 00062 Fmt 4703 Sfmt 4703 67217 Option; 20 and (iv) to transfer Deposited Shares from the Trust to the Trust Beneficiary 21 as provided in Section 4.2(h) therein. The Exchange proposes to amend certain provisions of the Trust Agreement in connection with the Transactions. Specifically, the Exchange proposes to: (i) Update the recitals of the Trust Agreement with respect to the Transactions; (ii) remove references to ¨ Eurex Zurich and EGD from the definition of ‘‘Affected Affiliate’’ in Section 1.1 of the Trust Agreement; (iii) remove references to EDGA Exchange, Inc. (‘‘EDGA Exchange’’) and EDGX Exchange, Inc. (‘‘EDGX Exchange’’) from the definition of ‘‘Controlled National Securities Exchange’’ in Section 1.1 and update the recitals of the Trust Agreement accordingly; 22 and (iv) remove EGD’s address from the notice provisions in Section 8.8 of the Trust Agreement.23 The proposed amendments to the Trust Agreement are strictly administrative changes to reflect the updated corporate structure resulting from the Transactions (and from legacy transactions as related to EDGA Exchange and EDGX Exchange) and will not affect the mechanisms established by the Trust Agreement for the benefit of the Trust Beneficiary. 20 Under the Trust Agreement, 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. 21 Under the Trust Agreement, the term ‘‘Trust Beneficiary’’ means U.S. Exchange Holdings. 22 EDGA Exchange and EDGX Exchange previously were ‘‘Controlled National Securities Exchanges.’’ However, on January 30, 2014 the Commission approved a proposed rule change of EDGA Exchange and EDGX Exchange in connection with the proposed business combination involving their indirect parent company, Direct Edge Holdings LLC, and BATS Global Markets, Inc., the parent company of BATS Exchange, Inc. (‘‘BATS’’) and BATS–Y Exchange, Inc. (‘‘BYX’’). See Securities Exchange Act Release No. 71449 (January 30, 2014), 79 FR 6961 (February 5, 2014) (SR– EDGA–2014–34; SR–EDGX–2014–43). As a result, EDGA Exchange and EDGX Exchange ceased to be ‘‘Controlled National Securities Exchanges.’’ 23 The Trust Agreement is attached hereto as Exhibit 5C. Section 8.2 of the Trust Agreement provides, in part, that, for so long as ISE Holdings controls, directly or indirectly, the Exchange, before any amendment or repeal of any provision of the Trust Agreement shall be effective, such amendment or repeal shall be submitted to the board of directors of the Exchange, as applicable, and if such amendment or repeal must be filed with or filed with and approved by the Commission under Section 19 of the Act and the rules promulgated thereunder 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. In addition to the substantive changes, the Exchange proposes to retitle the Trust Agreement as the ‘‘Third’’ Amended and Restated Trust Agreement and update the date thereof. E:\FR\FM\12NON1.SGM 12NON1 67218 Federal Register / Vol. 79, No. 218 / Wednesday, November 12, 2014 / Notices TKELLEY on DSK3SPTVN1PROD with NOTICES Certain Resolutions and Agreements As described above, each of the NonU.S. Upstream Owners, including EGD ¨ and Eurex Zurich, has previously taken appropriate steps to incorporate provisions regarding ownership, jurisdiction, books and records, and other issues related to their control of the Exchange. Specifically, each of such Non-U.S. Upstream Owners has adopted resolutions, which were previously approved by the Commission, to incorporate these concepts with respect to itself, as well as its board members, officers, employees, and agents (as applicable), to the extent that they are involved in the activities of the Exchange.24 For example, the resolution of each of such Non-U.S. Upstream Owners provides that it shall comply with the U.S. federal securities laws and the rules and regulations thereunder and shall cooperate with the Commission and with the Exchange. In addition, the resolution of each of such Non-U.S. Upstream Owners provides that the board members, including each person who becomes a board member, would so consent to comply and cooperate and the particular Non-U.S. Upstream Owner would take reasonable steps to cause its officers, employees, and agents to also comply and cooperate, to the extent that he or she is involved in the activities of the Exchange. In addition to these resolutions, and due to concerns about the ability of EGD to provide the Commission with direct access to information under Swiss law, ¨ EGD and Eurex Zurich previously entered into an ‘‘Agreement and Consent,’’ in which EGD agreed to provide information related to the activities of the Exchange, including books and records of EGD related to the activities of the Exchange, to the ¨ Commission, through Eurex Zurich. Eurex Zurich in turn, would provide such information to the Swiss Financial Market Supervisory Authority FINMA (‘‘FINMA’’), which agreed to serve as a conduit for unfiltered delivery of books and records of EGD related to the activities of the Exchange to the Commission (the ‘‘FINMA Procedure’’). The FINMA Procedure was designed to ensure that EGD would (1) cooperate with the Commission and the Exchange; (2) comply with U.S. federal securities laws; (3) comply with the inspection and copying of EGD’s books and records; (4) agree that EGD’s books, records, officers, directors and employees be deemed to be those of the 24 See supra note 16. See also File No. 10–209, supra note 4. VerDate Sep<11>2014 17:55 Nov 10, 2014 Jkt 235001 Exchange; (5) maintain confidentiality of information pertaining to the selfregulatory function of the Exchange; (6) preserve the independence of the selfregulatory function of the Exchange; (7) take reasonable steps to cause EGD’s officers, directors and employees to consent to the applicability to him or her of the resolutions described immediately above; and (8) take reasonable steps to cause EGD’s agents to cooperate with the Commission and the Exchange.25 ¨ As EGD and Eurex Zurich will cease to be Non-U.S. Upstream Owners of the Exchange after the Transactions, the Exchange proposes administrative changes, such that the resolutions of these entities, as referenced above, along with the Agreement and Consent, will no longer be rules of the Exchange as of a date in December 2014 that corresponds to the effective closing date of the applicable step in the Transactions.26 ISE Gemini LLC Agreement In addition to the changes described above, the Exchange proposes to amend the ISE Gemini LLC Agreement with respect to distributions. Section 3.1 of the ISE Gemini LLC Agreement currently provides, in part, that the Exchange is authorized to issue a single class of Limited Liability Company Interest, as defined in the Delaware Limited Liability Company Act,27 to ISE Holdings, its sole direct parent, which shall convey all rights to the profits and losses of the Exchange and the right to receive distributions of the assets of the Exchange. The first sentence of Section 3.3 to the ISE Gemini LLC Agreement currently provides that distributions may not be made to ISE Holdings except: (i) Pursuant to Section 3.4 of the ISE LLC Agreement (e.g., distributions for U.S. Federal and state income tax purposes and/or to fund payments of taxes by ISE Holdings attributable to the assets, income and losses of the Exchange); or (ii) upon liquidation of the Exchange.28 The Exchange proposes 25 See File No. 10–209, supra note 4. ‘‘Form of Swiss Parent Corporate Resolutions’’ is attached hereto as Exhibit 5D in ¨ relation to Eurex Zurich. The ‘‘Form of EGD Corporate Resolution’’ is attached hereto as Exhibit 5E. The ‘‘Form of Agreement and Consent between ¨ EGD and Eurex Zurich’’ is attached hereto as Exhibit 5F. As referenced above, resolutions in relation to board members, officers, employees, and ¨ agents (as applicable) of EGD and Eurex Zurich also would cease accordingly. In this regard, the ‘‘Form of Agreement and Consent (Swiss Entities)’’ is attached hereto as Exhibit 5G. 27 6 Del.C. § 18–101, et seq. 28 This sentence, along with the remainder of Section 3.3, was recently added to the ISE Gemini LLC Agreement. See Securities Exchange Act Release No. 73196 (September 23, 2014), 79 FR 26 The PO 00000 Frm 00063 Fmt 4703 Sfmt 4703 to delete this sentence, which could be read as a limitation on the Exchange’s ability to make distributions to ISE Holdings in accordance with Section 3.1. The proposed change would not impact the current practice of distributions from the Exchange to ISE Holdings, and would continue to provide that: (i) ISE Gemini would not be required to make a distribution to ISE Holdings if such distribution would violate the Delaware Limited Liability Company Act, any other applicable law, or is otherwise required to fulfill the regulatory functions or responsibilities of the Exchange, and (ii) Regulatory Funds will not be used for nonregulatory purposes, but rather shall be used to fund the legal, regulatory and surveillance operations of the Exchange and the Exchange will not make any distribution to ISE Holdings using Regulatory Funds.29 Section 3.3 to the ISE Gemini LLC Agreement would continue to ensure that any distributions by the Exchange to ISE Holdings, and subsequently to its indirect upstream owners, including U.S. Exchange Holdings and the NonU.S. Upstream Owners, would not be made: (i) In violation of the Exchange’s legal and regulatory responsibilities; or (ii) with Regulatory Funds.30 U.S. Exchange Holdings COI Lastly, the Exchange proposes to make a non-substantive, administrative change to the U.S. Exchange Holdings COI to update a reference therein to the Trust Agreement. Article THIRTEENTH of the U.S. Exchange Holdings COI contains outdated references to (i) the ‘‘Amended and Restated’’ Trust Agreement, which is currently the 58387 (September 29, 2014) (SR–ISEGemini–2014– 23). 29 For purposes of Section 3.3, the term ‘‘Regulatory Funds’’ means fees, fines or penalties derived from the regulatory operations of the Exchange, provided that Regulatory Funds does not include revenues derived from listing fees, market data revenues, transaction revenues or any other aspect of the commercial operations of the Exchange or a facility of the Exchange, even if a portion of such revenues are used to pay costs associated with the regulatory operations of the Exchange. The Exchange is proposing to make a non-substantive change to clarify the text regarding use of Regulatory Funds. As a result of the change, the ISE Gemini LLC Agreement and the ISE limited liability company agreement would address distributions in the same manner. ISE is proposing a related change to its respective limited liability company agreement in SR–ISE–2014–44. As a result, the language would be identical for both the Exchange and ISE. 30 The proposed amended ISE Gemini LLC Agreement is attached hereto as Exhibit 5H. In addition to these substantive changes, the Exchange proposes to retitle the ISE Gemini LLC Agreement as the ‘‘Second’’ Amended and Restated Limited Liability Company Agreement, update the date thereof, and update the table of contents. E:\FR\FM\12NON1.SGM 12NON1 Federal Register / Vol. 79, No. 218 / Wednesday, November 12, 2014 / Notices ‘‘Second Amended and Restated’’ Trust Agreement and, as discussed herein, will become the ‘‘Third Amended and Restated’’ Trust Agreement; and (ii) the effective date of the Trust Agreement, which previously changed from February 4, 2010 to April 30, 2012 31 and, as discussed herein, will further change to a date in December 2014 that corresponds to the effective closing date of the applicable step in the Transactions. The Exchange proposes to update these references. The Exchange also proposes to add language specifying that the Trust Agreement may be amended, restated or replaced from time to time, retitle the document as the ‘‘Third’’ Amended and Restated Certificate of Incorporation of U.S. Exchange Holdings, and update the effective date thereof.32 Finally, the Exchange proposes to remove references to EDGA Exchange and EDGX Exchange from the definition of ‘‘Controlled National Securities Exchange’’ in Article TENTH.33 Summary Upon the consummation of the Transactions, including the proposed changes to the COD, COI, Trust Agreement, ISE Gemini LLC Agreement and U.S. Exchange Holdings COI (and related resolutions and agreements ceasing to be rules of the Exchange), the Exchange will continue to operate and regulate its market and members in the same exact manner as it did prior to the Transactions. The Transactions will not impair the ability of ISE Holdings, the Exchange, or any facility thereof, to carry out their respective functions and responsibilities under the Act. Moreover, the Transactions will not impair the ability of the Commission to enforce the Act with respect to the Exchange and its Non-U.S. Upstream Owners, including each of their directors, officers, employees and agents, to the extent they are involved in the activities of the Exchange. As such, the Commission’s plenary regulatory authority over the Exchange 31 See supra note 6. proposed amended U.S. Exchange Holdings COI is attached hereto as Exhibit 5I. Article SIXTEENTH of the U.S. Exchange Holdings COI provides that, for so long as U.S. Exchange Holdings shall control, directly or indirectly, the Exchange, or facility thereof, before any amendment to or repeal of any provision of the U.S. Exchange Holdings COI shall be effective, the same shall be submitted to the board of directors of the Exchange, and if the same must be filed with, or filed with and approved by, the Commission before the same may be effective, under Section 19 of the Act and the rules promulgated thereunder, then the same shall not be effective until filed with, or filed with and approved by, the Commission, as the case may be. 33 See supra note 22. TKELLEY on DSK3SPTVN1PROD with NOTICES 32 The VerDate Sep<11>2014 17:55 Nov 10, 2014 Jkt 235001 will not be affected by the approval of this proposed rule change. 2. Statutory Basis The Exchange believes that this proposal is consistent with Section 6(b)of the Act,34 in general, and furthers the objectives of Section 6(b)(1) of the Act,35 in particular, in that it enables the Exchange to be so organized as to have the capacity to be able to carry out the purposes of the Act and to comply, and to enforce compliance by its exchange members and persons associated with its exchange members, with the provisions of the Act, the rules and regulations thereunder, and the rules of the Exchange. The Exchange will operate in the same manner following the Transactions as it operates today. Thus, the Commission will continue to have plenary regulatory authority over the Exchange, as is the case currently with the Exchange. The proposed rule change is consistent with and will facilitate an ownership structure that will continue to provide the Commission with appropriate oversight tools to ensure that the Commission will have the ability to enforce the Act with respect to the Exchange and its direct and indirect Non-U.S. Upstream Owners, including each of their directors, officers, employees and agents, to the extent they are involved in the activities of the Exchange. The Exchange also believes that this filing furthers the objectives of Section 6(b)(5) 36 of the Act because the proposed rule change would be consistent with and facilitate a governance and regulatory structure that is designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, to foster cooperation and coordination with persons engaged in regulating, clearing, settling, processing information with respect to, and facilitating transactions in securities, to remove impediments to, and perfect the mechanism of a free and open market and a national market system and, in general, to protect investors and the public interest. Specifically, the Exchange believes that the proposed rule change will continue to provide the Commission and the Exchange with access to necessary information that will allow the Exchange to efficiently and effectively enforce compliance with the Act, as well as allow the Commission to provide proper oversight, which will ultimately promote just and equitable principles of trade and protect investors. 34 15 U.S.C. 78s(b). U.S.C. 78s(b)(1). 36 15 U.S.C. 78f(b)(5). In addition, the Exchange believes that the proposed rule change will continue to preserve the independence of the Exchange’s self-regulatory function and ensure that the Exchange will be able to obtain any information it needs in order to detect and deter any fraudulent and manipulative acts in its marketplace and carry out its regulatory responsibilities under the Act. Approval of this proposed rule change will enable ISE Holdings to continue its operations and the Exchange to continue its orderly discharge of regulatory duties to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, to foster cooperation and coordination with persons engaged in regulating, clearing, settling, processing information with respect to, and facilitating transactions in securities, to remove impediments to and perfect the mechanism of a free and open market and a national market system, and, in general, to protect investors and the public interest. Finally, the Exchange is not proposing any significant or novel regulatory issues, nor is it proposing any changes to the Exchange’s operational or trading structure in connection with the Transactions. Instead, the Exchange represents that the proposed rule change consists of administrative amendments to ISE Holdings’ COI, COD and the Trust Agreement (along with changes to the ISE Gemini LLC Agreement related to distributions; a non-substantive, administrative change to the U.S. Exchange Holdings COI; and administrative changes with respect to certain resolutions and agreements in relation to entities that are or were NonU.S. Upstream Owners of the Exchange, but whose status as such has already ceased, or that will cease as a result of the Transactions, such that the resolutions and agreements will cease to be rules of the Exchange), and that no changes will be made to other aspects of the Exchange’s organizational documents that were previously approved by the Commission. B. Self-Regulatory Organization’s Statement on Burden on Competition In accordance with Section 6(b)(8) of the Act,37 the Exchange believes that the proposed rule change would not impose any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act. The Exchange does not believe that the proposed rule change implicates any competitive issues. Rather, the Transactions merely represent a 35 15 PO 00000 Frm 00064 Fmt 4703 37 15 Sfmt 4703 67219 E:\FR\FM\12NON1.SGM U.S.C. 78f(b)(8). 12NON1 67220 Federal Register / Vol. 79, No. 218 / Wednesday, November 12, 2014 / Notices restructuring of indirect ownership interests of the Exchange, and will not involve the introduction of any new direct or indirect owners or any entity or individual that would have the right to direct the actions of the Exchange or vote the shares of the Exchange. As such, the Exchange believes that the proposal is consistent with the Act. C. Self-Regulatory Organization’s Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others The Exchange has not solicited, and does not intend to solicit, comments on this proposed rule change. The Exchange has not received any unsolicited written comments from members or other interested parties. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action Within 45 days of the publication date of this notice or within such longer period (1) as the Commission may designate up to 45 days of such date if it finds such longer period to be appropriate and publishes its reasons for so finding or (2) as to which the selfregulatory organization consents, the Commission will: (A) by order approve or disapprove such Proposed Rule Change; or (B) institute proceedings to determine whether the Proposed Rule Change should be disapproved. 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 modified by Amendment No. 1, is consistent with the Act. Comments may be submitted by any of the following methods: TKELLEY on DSK3SPTVN1PROD with NOTICES Electronic Comments • Use the Commission’s Internet comment form (https://www.sec.gov/ rules/sro.shtml ); or • Send an email to rule-comments@ sec.gov. Please include File Number SR– ISEGemini-2014–24 on the subject line. Paper Comments • Send paper comments in triplicate to Brent J. Fields, Secretary, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549–1090. All submissions should refer to File Number SR–ISEGemini-2014–24. This file number should be included on the subject line if email is used. To help the Commission process and review your comments more efficiently, please use only one method. The VerDate Sep<11>2014 17:55 Nov 10, 2014 Jkt 235001 Commission will post all comments on the Commission’s Internet Web site (https://www.sec.gov/rules/sro.shtml ). Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for Web site viewing and printing in the Commission’s Public Reference Room on official business days between the hours of 10:00 a.m. and 3:00 p.m. Copies of such filing also will be available for inspection and copying at the principal offices 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– ISEGemini-2014–24, and should be submitted on or before December 3, 2014. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.38 Kevin M. O’Neill, Deputy Secretary. [FR Doc. 2014–26691 Filed 11–10–14; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–73528; File No. SR–NYSE– 2014–58] Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change to the NYSE Proprietary Market Data Fee Schedule Regarding Non-Display Use Fees November 5, 2014. Pursuant to Section 19(b)(1) 1 of the Securities Exchange Act of 1934 (the ‘‘Act’’) 2 and Rule 19b–4 thereunder,3 notice is hereby given that on October 29, 2014, New York Stock Exchange LLC (‘‘NYSE’’ or the ‘‘Exchange’’) filed with the Securities and Exchange Commission (the ‘‘Commission’’) the proposed rule change as described in Items I and II below, which Items have CFR 200.30–3(a)(12). U.S.C.78s(b)(1). 2 15 U.S.C. 78a. 3 17 CFR 240.19b–4. been prepared by the self-regulatory organization. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes a change to the NYSE Proprietary Market Data Fee Schedule (‘‘Market Data Fee Schedule’’) regarding non-display use fees. The text of the proposed rule change is available on the Exchange’s Web site at www.nyse.com, at the principal office of the Exchange, and at the Commission’s Public Reference Room. II. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, the self-regulatory organization included statements concerning the purpose of, and basis for, the proposed rule change and discussed any comments it received on the proposed rule change. The text of those 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 parts of such statements. A. Self-Regulatory Organization’s Statement of the Purpose of, and the Statutory Basis for, the Proposed Rule Change 1. Purpose The Exchange proposes a change to the Market Data Fee Schedule regarding non-display use fees for NYSE OpenBook, NYSE Trades, NYSE BBO and NYSE Order Imbalances, the market data products to which non-display use fees apply. Specifically, with respect to the three categories of, and fees applicable to, market data recipients for non-display use, the Exchange proposes to describe the three categories in the Market Data Fee Schedule. In September 2014, the Exchange revised the fees for non-display use of NYSE OpenBook, NYSE Trades, and NYSE BBO and added fees for nondisplay use of NYSE Order Imbalances.4 In the 2014 Filing, the Exchange proposed certain changes to the categories of, and fees applicable to, data recipients for non-display use. As set forth in the 2014 Filing: (i) Category 1 Fees apply when a data recipient’s non-display use of real-time market data 38 17 1 15 PO 00000 Frm 00065 Fmt 4703 Sfmt 4703 4 See Securities Exchange Act Release No. 72923 (August 26, 2014), 79 FR 52079 (September 2, 2014) (SR–NYSE–2014–43) (‘‘2014 Filing’’). E:\FR\FM\12NON1.SGM 12NON1

Agencies

SECURITIES AND EXCHANGE COMMISSION

[Federal Register Volume 79, Number 218 (Wednesday, November 12, 2014)]
[Notices]
[Pages 67215-67220]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2014-26691]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-73531; File No. SR-ISEGemini-2014-24]

Self-Regulatory Organizations; ISE Gemini, LLC; Notice of Filing
of Proposed Rule Change, as Modified by Amendment No. 1 Thereto,
Relating to a Corporate Transaction Involving Its Indirect Parent

November 5, 2014.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(the ``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given
that, on October 22, 2014, the ISE Gemini, LLC (the ``Exchange'' or the
``ISE Gemini'') filed with the Securities and Exchange Commission
(``Commission'') the proposed rule change, as described in Items I and
II below, which items have been prepared by the self-regulatory
organization. On October 31, 2014, the Exchange filed Amendment No. 1
to the proposal.\3\ The Commission is publishing this notice to solicit
comments on the proposed rule change, as modified by Amendment No. 1,
from interested persons.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
\3\ In Amendment No. 1, the Exchange proposed non-substantive
changes to amend Exhibits 5E (Form of Eurex Global Derivatives AG
Corporate Resolutions) and 5F (Form of Agreement and Consent by and
between Eurex Global Derivatives AG and Eurex Z[uuml]rich AG) so
that the text the Exchange proposes to delete accurately reflects
the existing text of the resolutions previously submitted to, and
approved by, the Commission.
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I. Self-Regulatory Organization's Statement of the Terms of the
Substance of the Proposed Rule Change

The Exchange proposes to make changes to its indirect, non-U.S.
upstream ownership structure (the ``Transactions''), in connection with
which the Series A Preferred Stock of the Exchange's sole, direct
parent, International Securities Exchange Holdings, Inc. (``ISE
Holdings''), will be converted to shares of ISE Holdings common stock
(the ``Conversion''). In order to consummate the Transactions,
including the Conversion, the Exchange proposes to: (i) Amend and
restate the Certificate of Designations of Series A Preferred Stock of
ISE Holdings (the ``COD''); (ii) amend and restate the Amended and
Restated Certificate of Incorporation of ISE Holdings (the ``COI'');
and (iii) amend and restate the Second Amended and Restated Trust
Agreement (the ``Trust Agreement'') that exists among ISE Holdings,
U.S. Exchange Holdings, Inc. (``U.S. Exchange Holdings''), and the
Trustees (as defined therein). The Exchange also proposes that certain
corporate resolutions and agreements that were previously established
or entered into by entities that will cease to be upstream owners of
ISE Gemini after the Transactions will no longer be rules of the
Exchange. In addition, the Exchange proposes to amend and restate the
Amended and Restated Limited Liability Company Agreement of ISE Gemini
(``ISE Gemini LLC Agreement'') with respect to distributions. Finally,
the Exchange proposes to make a non-substantive, administrative change
to the Second Amended and Restated Certificate of Incorporation of U.S.
Exchange Holdings (``U.S. Exchange Holdings COI''), the direct U.S.
upstream owner of ISE Holdings, to update a reference therein to the
Trust Agreement.
The text of the proposed rule change is available at the
Commission's Public Reference Room and on the Exchange's Internet Web
site at https://www.ise.com.

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

In its filing with the Commission, the self-regulatory organization
included statements concerning the purpose of, and basis for, the
proposed rule change and discussed any comments it received on the
proposed rule change. The text of these statements may be examined at
the places specified in Item IV below. The self-regulatory organization
has prepared summaries, set forth in

[[Page 67216]]

sections A, B and C below, of the most significant aspects of such
statements.

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

1. Purpose
The purpose of the proposal is to make changes to the Exchange's
indirect, non-U.S. upstream ownership structure, in connection with
which the Series A Preferred Stock of the Exchange's sole, direct
parent, ISE Holdings, will be converted to shares of ISE Holdings
common stock.\4\
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\4\ The Exchange's affiliate, International Securities Exchange,
LLC (``ISE''), has submitted a nearly identical proposed rule
change. See SR-ISE-2014-44. The Commission granted the Exchange's
application for registration as a national securities exchange on
July 26, 2013. See Securities Exchange Act Release No. 70050 (July
26, 2013), 78 FR 46622 (File No. 10-209). The Exchange was
originally named ``Topaz Exchange, LLC.''
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Background
On December 17, 2007, ISE Holdings, the sole, direct parent of the
Exchange, became a direct, wholly-owned subsidiary of U.S. Exchange
Holdings.\5\ U.S. Exchange Holdings is a wholly-owned, direct
subsidiary of Eurex Frankfurt AG (``Eurex Frankfurt''). Eurex Frankfurt
is a wholly-owned, direct subsidiary of Eurex Z[uuml]rich AG (``Eurex
Z[uuml]rich''). Eurex Z[uuml]rich is jointly-owned (50%/50%) by
Deutsche B[ouml]rse AG (``Deutsche B[ouml]rse'') and Eurex Global
Derivatives AG (``EGD''). EGD is a wholly-owned, direct subsidiary of
Deutsche B[ouml]rse.\6\ Contemporaneous with becoming a direct, wholly-
owned subsidiary of U.S. Exchange Holdings, ISE Holdings issued 100,000
shares of Series A Preferred Stock (``ISE Holdings Preferred'') to
Eurex Services GmbH (``ESG'').\7\ ESG is a wholly-owned, direct
subsidiary of Eurex Frankfurt.
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\5\ See Securities Exchange Act Release No. 56955 (December 13,
2007), 72 FR 71979 (December 19, 2007) (SR-ISE-2007-101).
\6\ See Securities Exchange Act Release No. 66834 (April 19,
2012), 77 FR 24752 (April 25, 2012) (SR-ISE-2012-21). Each of
Deutsche B[ouml]rse, Eurex Frankfurt, Eurex Z[uuml]rich, and EGD is
referred to as a ``Non-U.S. Upstream Owner'' and collectively as the
``Non-U.S. Upstream Owners.''
\7\ The ISE Holdings Preferred was issued with a par value of
$.01 per share to finance, and thereby facilitate the completion of,
the 2007 transaction described in SR-ISE-2007-101, supra note 5.
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ISE Holdings Stock
Two classes of ISE Holdings stock are currently issued and
outstanding: (i) 1,000 shares of common stock (``ISE Holdings
Common''), which are held exclusively by U.S. Exchange Holdings--the
sole, direct owner of ISE Holdings; and (ii) 100,000 shares of ISE
Holdings Preferred, which are held exclusively by ESG. Both U.S.
Exchange Holdings and ESG are wholly-owned, direct subsidiaries of
Eurex Frankfurt. The ISE Holdings Preferred is provided for in the COD,
which was adopted on December 19, 2007.\8\ Unlike the ISE Holdings
Common, ISE Holdings Preferred generally does not have the right by its
terms to vote in the election of the ISE Holdings Board of Directors or
on other matters (other than matters affecting the rights, preferences,
or privileges of ISE Holdings Preferred or as required by law or as set
forth in the COD).\9\ These rights generally reside exclusively with
the ISE Holdings Common.
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\8\ See supra note 5.
\9\ See COD, Section 5(a). ISE Holdings Preferred would have
certain of such rights, if, for example, ISE Holdings were to (i)
file a petition, application, answer or consent seeking
reorganization or relief under any applicable bankruptcy law, (ii)
formally approve a plan to dissolve or wind up, or (iii) fail to pay
all accrued and unpaid ISE Holdings Preferred dividends in any two
consecutive calendar years. See COD, Section 5(b).
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The Transactions
The Transactions are designed to: (i) Simplify the indirect
ownership structure of the Exchange among the various entities
described above; and (ii) create a more efficient capital structure
with respect to U.S., German and Swiss laws. The Transactions will not
have any effect on ISE Holdings' direct ownership of the Exchange or
the operations of the Exchange. Consummation of the Transactions is
subject to approval of this proposed rule change by the Commission.\10\
In order to effectuate the Transactions, including the Conversion, the
following steps are anticipated to occur sequentially:
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\10\ See infra notes 13, 14 and 23.

1. On or about December 19, 2014, Eurex Z[uuml]rich will sell
its 100% ownership in Eurex Frankfurt to Deutsche B[ouml]rse,
whereby Eurex Frankfurt will become a wholly-owned, direct
subsidiary of Deutsche B[ouml]rse; \11\
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\11\ As referenced above, Deutsche B[ouml]rse is already the
100% indirect owner of Eurex Frankfurt. In addition, Deutsche
B[ouml]rse also is already an approved Non-U.S. Upstream Owner of
the Exchange. See supra note 6.
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2. On or about December 21, 2014, Eurex Frankfurt will transfer
its 100% ownership in ESG, the sole holder of the ISE Holdings
Preferred, to U.S. Exchange Holdings;
3. On or about December 21, 2014, and after completion of Step 2
above, U.S. Exchange Holdings, as the sole, direct owner of ESG,
will cause ESG to distribute the ISE Holdings Preferred to U.S.
Exchange Holdings;
4. On or about December 22, 2014, Eurex Frankfurt, the sole,
direct owner of U.S. Exchange Holdings, will cause U.S. Exchange
Holdings to convert the ISE Holdings Preferred into ISE Holdings
Common. Each of the 100,000 shares of ISE Holdings Preferred will be
converted to one share of ISE Holdings Common. After the Conversion,
U.S. Exchange Holdings will continue to hold all of the issued and
outstanding shares of ISE Holdings Common (1,000 shares before and
101,000 shares after the Conversion); and
5. On or about December 31, 2014, Eurex Frankfurt will transfer
15% of its ownership in U.S. Exchange Holdings to Deutsche
B[ouml]rse.

As a result of the Transactions, Eurex Z[uuml]rich and EGD will
cease to be Non-U.S. Upstream Owners of the Exchange, as Deutsche
B[ouml]rse will be the sole, direct owner of Eurex Frankfurt, which
will directly own 85% of U.S. Exchange Holdings.\12\ Deutsche
B[ouml]rse will directly own the remaining 15% of U.S. Exchange
Holdings. U.S. Exchange Holdings will remain the sole, direct owner of
ISE Holdings. ISE Holdings will also remain the sole, direct owner of
the Exchange. The Transactions will not result in any additional person
or entity acquiring direct or indirect ownership in the Exchange.
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\12\ In connection with each of their ownership interests in the
Exchange, Eurex Z[uuml]rich and EGD, along with Deutsche B[ouml]rse,
Eurex Frankfurt, U.S. Exchange Holdings, ISE Holdings, and ISE,
became parties to an agreement to provide for adequate funding for
the Exchange's regulatory responsibilities. The Exchange
subsequently became a party to the agreement. Following the
completion of the Transactions, each of Eurex Z[uuml]rich and EGD
will cease to be a Non-U.S. Upstream Owner of the Exchange, and as
such, will no longer be a party to such agreement.
---------------------------------------------------------------------------

In order to consummate the Transactions in the manner described
above, certain administrative amendments will need to be made to the
COD, COI and Trust Agreement. The proposed amendments to such documents
are as follows:
COD
In order to effect the Conversion, the Exchange proposes to amend
certain provisions of the COD, as Section 6(b) of the COD currently
provides that the ISE Holdings Preferred is not convertible.
Specifically, the Exchange proposes to amend Section 6(b) to provide
that each share of ISE Holdings Preferred may, at the option of the
holder thereof, be converted into one fully paid and non-assessable
share of ISE Holdings Common on the date on which such holder delivers
a duly executed notice of conversion to ISE Holdings substantially in
the form of a new Annex A attached to the COD.\13\
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\13\ The proposed amended COD is attached hereto as Exhibit 5A.
Section 8 of the COD provides that, with respect to amendments and
waivers thereof, except as expressly provided for in the COD, no
provision of the COD may be amended, except in a written instrument
signed by ISE Holdings and holders of a majority of the ISE Holdings
Preferred. Notwithstanding the foregoing, before any amendment to or
repeal of any provision of the COD shall be effective, the same
shall be submitted to the board of directors of the Exchange, and if
the same must be filed with, or filed with and approved by, the
Commission before the same may be effective, under Section 19 of the
Act and the rules promulgated thereunder, then the same shall not be
effective until filed with, or filed with and approved by, the
Commission, as the case may be. In addition to the substantive
changes, the Exchange proposes to retitle the COD as the ``Amended
and Restated'' Certificate of Designations of Series A Preferred
Stock of ISE Holdings.

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[[Page 67217]]

COI
Article FOURTH of the COI currently provides that the total number
of shares of all classes of capital stock that ISE Holdings shall have
authority to issue is one hundred one thousand (101,000) shares, which
shall be divided as follows: One thousand (1,000) shares of ISE
Holdings Common, par value $.01 per share, and one hundred thousand
(100,000) shares of ISE Holdings Preferred, par value $.01 per share.
In connection with the proposed amendments to the COD, certain
provisions of the COI will need to be amended to account for the
increase in the authorized number of ISE Holdings Common that will
result from the Conversion. Specifically, the Exchange proposes that
the number of authorized shares of ISE Holdings Common be increased
from 1,000 shares to 101,000 shares (i.e., the existing, issued and
outstanding 1,000 shares of ISE Holdings Common plus the additional
100,000 shares of ISE Holdings Common resulting from the
Conversion).\14\ In addition, the Exchange proposes to maintain the
number of authorized ISE Holdings Preferred at 100,000 shares, in the
event that ISE Holdings determines to issue ISE Holdings Preferred in
the future. As such, the Exchange therefore proposes to increase the
total number of authorized ISE Holdings Common and ISE Holdings
Preferred from 101,000 shares to 201,000 shares. For the avoidance of
doubt, zero shares of ISE Holdings Preferred would be outstanding post-
Conversion.
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\14\ The proposed amended COI is attached hereto as Exhibit 5B.
Article FOURTEENTH of the COI provides that, for so long as ISE
Holdings shall control, directly or indirectly, the Exchange, or
facility thereof, before any amendment to or repeal of any provision
of COI shall be effective, the same shall be submitted to the board
of directors of the Exchange, and if the same must be filed with, or
filed with and approved by, the Commission before the same may be
effective, under Section 19 of the Act and the rules promulgated
thereunder, then the same shall not be effective until filed with,
or filed with and approved by, the Commission, as the case may be.
In addition to the substantive changes, the Exchange proposes to
retitle the COI as the ``Second'' Amended and Restated Certificate
of Incorporation of ISE Holdings and update the date thereof.
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The COI restricts any person, either alone or together with its
related persons, from having voting control, either directly or
indirectly, over more than 20% of the outstanding capital stock of ISE
Holdings (the ``Voting Limit'') and from directly or indirectly owning
of record or beneficially more than 40% of the outstanding capital
stock of ISE Holdings (or in the case of any Exchange member, acting
alone or together with its related persons, from directly or indirectly
owning of record or beneficially more than 20% of the outstanding
capital stock of ISE Holdings) (the ``Ownership Limit'').\15\ For the
avoidance of doubt, the Conversion will not implicate the Voting Limit
or Ownership Limit, as U.S. Exchange Holdings will continue to own 100%
of the ISE Holdings Common before and after the Conversion. Similarly,
no new direct or indirect upstream owners of the Exchange or ISE
Holdings will result from the Transactions.\16\
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\15\ See COI, Article FOURTH, Section III.
\16\ Each of the Non-U.S. Upstream Owners has previously taken
appropriate steps to incorporate provisions regarding ownership,
jurisdiction, books and records, and other issues related to their
control of the Exchange. Specifically, each of the Non-U.S. Upstream
Owners has adopted resolutions, which were previously approved by
the Commission, to incorporate these concepts with respect to
itself, as well as its board members, officers, employees, and
agents (as applicable), to the extent that they are involved in the
activities of the Exchange. See File No. 10-209, supra note 4. See
also discussion below under ``Certain Resolutions and Agreements.''
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Trust Agreement \17\
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\17\ The Trust Agreement exists among ISE Holdings, U.S.
Exchange Holdings, and the Trustees (as defined therein).
---------------------------------------------------------------------------

The Trust Agreement serves four general purposes: (i) To accept,
hold and dispose of Trust Shares \18\ on the terms and subject to the
conditions set forth therein; (ii) to determine whether a Material
Compliance Event \19\ 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; \20\ and (iv) to transfer
Deposited Shares from the Trust to the Trust Beneficiary \21\ as
provided in Section 4.2(h) therein.
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\18\ Under the Trust Agreement, 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
COI, 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.
\19\ Under the Trust Agreement, 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
resolutions (i.e., as referenced in note 16) in any material
respect.
\20\ Under the Trust Agreement, 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.
\21\ Under the Trust Agreement, the term ``Trust Beneficiary''
means U.S. Exchange Holdings.
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The Exchange proposes to amend certain provisions of the Trust
Agreement in connection with the Transactions. Specifically, the
Exchange proposes to: (i) Update the recitals of the Trust Agreement
with respect to the Transactions; (ii) remove references to Eurex
Z[uuml]rich and EGD from the definition of ``Affected Affiliate'' in
Section 1.1 of the Trust Agreement; (iii) remove references to EDGA
Exchange, Inc. (``EDGA Exchange'') and EDGX Exchange, Inc. (``EDGX
Exchange'') from the definition of ``Controlled National Securities
Exchange'' in Section 1.1 and update the recitals of the Trust
Agreement accordingly; \22\ and (iv) remove EGD's address from the
notice provisions in Section 8.8 of the Trust Agreement.\23\ The
proposed amendments to the Trust Agreement are strictly administrative
changes to reflect the updated corporate structure resulting from the
Transactions (and from legacy transactions as related to EDGA Exchange
and EDGX Exchange) and will not affect the mechanisms established by
the Trust Agreement for the benefit of the Trust Beneficiary.
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\22\ EDGA Exchange and EDGX Exchange previously were
``Controlled National Securities Exchanges.'' However, on January
30, 2014 the Commission approved a proposed rule change of EDGA
Exchange and EDGX Exchange in connection with the proposed business
combination involving their indirect parent company, Direct Edge
Holdings LLC, and BATS Global Markets, Inc., the parent company of
BATS Exchange, Inc. (``BATS'') and BATS-Y Exchange, Inc. (``BYX'').
See Securities Exchange Act Release No. 71449 (January 30, 2014), 79
FR 6961 (February 5, 2014) (SR-EDGA-2014-34; SR-EDGX-2014-43). As a
result, EDGA Exchange and EDGX Exchange ceased to be ``Controlled
National Securities Exchanges.''
\23\ The Trust Agreement is attached hereto as Exhibit 5C.
Section 8.2 of the Trust Agreement provides, in part, that, for so
long as ISE Holdings controls, directly or indirectly, the Exchange,
before any amendment or repeal of any provision of the Trust
Agreement shall be effective, such amendment or repeal shall be
submitted to the board of directors of the Exchange, as applicable,
and if such amendment or repeal must be filed with or filed with and
approved by the Commission under Section 19 of the Act and the rules
promulgated thereunder 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. In addition to the substantive changes, the
Exchange proposes to retitle the Trust Agreement as the ``Third''
Amended and Restated Trust Agreement and update the date thereof.

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[[Page 67218]]

Certain Resolutions and Agreements
As described above, each of the Non-U.S. Upstream Owners, including
EGD and Eurex Z[uuml]rich, has previously taken appropriate steps to
incorporate provisions regarding ownership, jurisdiction, books and
records, and other issues related to their control of the Exchange.
Specifically, each of such Non-U.S. Upstream Owners has adopted
resolutions, which were previously approved by the Commission, to
incorporate these concepts with respect to itself, as well as its board
members, officers, employees, and agents (as applicable), to the extent
that they are involved in the activities of the Exchange.\24\ For
example, the resolution of each of such Non-U.S. Upstream Owners
provides that it shall comply with the U.S. federal securities laws and
the rules and regulations thereunder and shall cooperate with the
Commission and with the Exchange. In addition, the resolution of each
of such Non-U.S. Upstream Owners provides that the board members,
including each person who becomes a board member, would so consent to
comply and cooperate and the particular Non-U.S. Upstream Owner would
take reasonable steps to cause its officers, employees, and agents to
also comply and cooperate, to the extent that he or she is involved in
the activities of the Exchange.
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\24\ See supra note 16. See also File No. 10-209, supra note 4.
---------------------------------------------------------------------------

In addition to these resolutions, and due to concerns about the
ability of EGD to provide the Commission with direct access to
information under Swiss law, EGD and Eurex Z[uuml]rich previously
entered into an ``Agreement and Consent,'' in which EGD agreed to
provide information related to the activities of the Exchange,
including books and records of EGD related to the activities of the
Exchange, to the Commission, through Eurex Z[uuml]rich. Eurex Zurich in
turn, would provide such information to the Swiss Financial Market
Supervisory Authority FINMA (``FINMA''), which agreed to serve as a
conduit for unfiltered delivery of books and records of EGD related to
the activities of the Exchange to the Commission (the ``FINMA
Procedure''). The FINMA Procedure was designed to ensure that EGD would
(1) cooperate with the Commission and the Exchange; (2) comply with
U.S. federal securities laws; (3) comply with the inspection and
copying of EGD's books and records; (4) agree that EGD's books,
records, officers, directors and employees be deemed to be those of the
Exchange; (5) maintain confidentiality of information pertaining to the
self-regulatory function of the Exchange; (6) preserve the independence
of the self-regulatory function of the Exchange; (7) take reasonable
steps to cause EGD's officers, directors and employees to consent to
the applicability to him or her of the resolutions described
immediately above; and (8) take reasonable steps to cause EGD's agents
to cooperate with the Commission and the Exchange.\25\
---------------------------------------------------------------------------

\25\ See File No. 10-209, supra note 4.
---------------------------------------------------------------------------

As EGD and Eurex Z[uuml]rich will cease to be Non-U.S. Upstream
Owners of the Exchange after the Transactions, the Exchange proposes
administrative changes, such that the resolutions of these entities, as
referenced above, along with the Agreement and Consent, will no longer
be rules of the Exchange as of a date in December 2014 that corresponds
to the effective closing date of the applicable step in the
Transactions.\26\
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\26\ The ``Form of Swiss Parent Corporate Resolutions'' is
attached hereto as Exhibit 5D in relation to Eurex Z[uuml]rich. The
``Form of EGD Corporate Resolution'' is attached hereto as Exhibit
5E. The ``Form of Agreement and Consent between EGD and Eurex
Z[uuml]rich'' is attached hereto as Exhibit 5F. As referenced above,
resolutions in relation to board members, officers, employees, and
agents (as applicable) of EGD and Eurex Z[uuml]rich also would cease
accordingly. In this regard, the ``Form of Agreement and Consent
(Swiss Entities)'' is attached hereto as Exhibit 5G.
---------------------------------------------------------------------------

ISE Gemini LLC Agreement
In addition to the changes described above, the Exchange proposes
to amend the ISE Gemini LLC Agreement with respect to distributions.
Section 3.1 of the ISE Gemini LLC Agreement currently provides, in
part, that the Exchange is authorized to issue a single class of
Limited Liability Company Interest, as defined in the Delaware Limited
Liability Company Act,\27\ to ISE Holdings, its sole direct parent,
which shall convey all rights to the profits and losses of the Exchange
and the right to receive distributions of the assets of the Exchange.
The first sentence of Section 3.3 to the ISE Gemini LLC Agreement
currently provides that distributions may not be made to ISE Holdings
except: (i) Pursuant to Section 3.4 of the ISE LLC Agreement (e.g.,
distributions for U.S. Federal and state income tax purposes and/or to
fund payments of taxes by ISE Holdings attributable to the assets,
income and losses of the Exchange); or (ii) upon liquidation of the
Exchange.\28\ The Exchange proposes to delete this sentence, which
could be read as a limitation on the Exchange's ability to make
distributions to ISE Holdings in accordance with Section 3.1. The
proposed change would not impact the current practice of distributions
from the Exchange to ISE Holdings, and would continue to provide that:
(i) ISE Gemini would not be required to make a distribution to ISE
Holdings if such distribution would violate the Delaware Limited
Liability Company Act, any other applicable law, or is otherwise
required to fulfill the regulatory functions or responsibilities of the
Exchange, and (ii) Regulatory Funds will not be used for non-regulatory
purposes, but rather shall be used to fund the legal, regulatory and
surveillance operations of the Exchange and the Exchange will not make
any distribution to ISE Holdings using Regulatory Funds.\29\ Section
3.3 to the ISE Gemini LLC Agreement would continue to ensure that any
distributions by the Exchange to ISE Holdings, and subsequently to its
indirect upstream owners, including U.S. Exchange Holdings and the Non-
U.S. Upstream Owners, would not be made: (i) In violation of the
Exchange's legal and regulatory responsibilities; or (ii) with
Regulatory Funds.\30\
---------------------------------------------------------------------------

\27\ 6 Del.C. Sec. 18-101, et seq.
\28\ This sentence, along with the remainder of Section 3.3, was
recently added to the ISE Gemini LLC Agreement. See Securities
Exchange Act Release No. 73196 (September 23, 2014), 79 FR 58387
(September 29, 2014) (SR-ISEGemini-2014-23).
\29\ For purposes of Section 3.3, the term ``Regulatory Funds''
means fees, fines or penalties derived from the regulatory
operations of the Exchange, provided that Regulatory Funds does not
include revenues derived from listing fees, market data revenues,
transaction revenues or any other aspect of the commercial
operations of the Exchange or a facility of the Exchange, even if a
portion of such revenues are used to pay costs associated with the
regulatory operations of the Exchange. The Exchange is proposing to
make a non-substantive change to clarify the text regarding use of
Regulatory Funds. As a result of the change, the ISE Gemini LLC
Agreement and the ISE limited liability company agreement would
address distributions in the same manner. ISE is proposing a related
change to its respective limited liability company agreement in SR-
ISE-2014-44. As a result, the language would be identical for both
the Exchange and ISE.
\30\ The proposed amended ISE Gemini LLC Agreement is attached
hereto as Exhibit 5H. In addition to these substantive changes, the
Exchange proposes to retitle the ISE Gemini LLC Agreement as the
``Second'' Amended and Restated Limited Liability Company Agreement,
update the date thereof, and update the table of contents.
---------------------------------------------------------------------------

U.S. Exchange Holdings COI
Lastly, the Exchange proposes to make a non-substantive,
administrative change to the U.S. Exchange Holdings COI to update a
reference therein to the Trust Agreement. Article THIRTEENTH of the
U.S. Exchange Holdings COI contains outdated references to (i) the
``Amended and Restated'' Trust Agreement, which is currently the

[[Page 67219]]

``Second Amended and Restated'' Trust Agreement and, as discussed
herein, will become the ``Third Amended and Restated'' Trust Agreement;
and (ii) the effective date of the Trust Agreement, which previously
changed from February 4, 2010 to April 30, 2012 \31\ and, as discussed
herein, will further change to a date in December 2014 that corresponds
to the effective closing date of the applicable step in the
Transactions. The Exchange proposes to update these references. The
Exchange also proposes to add language specifying that the Trust
Agreement may be amended, restated or replaced from time to time,
retitle the document as the ``Third'' Amended and Restated Certificate
of Incorporation of U.S. Exchange Holdings, and update the effective
date thereof.\32\ Finally, the Exchange proposes to remove references
to EDGA Exchange and EDGX Exchange from the definition of ``Controlled
National Securities Exchange'' in Article TENTH.\33\
---------------------------------------------------------------------------

\31\ See supra note 6.
\32\ The proposed amended U.S. Exchange Holdings COI is attached
hereto as Exhibit 5I. Article SIXTEENTH of the U.S. Exchange
Holdings COI provides that, for so long as U.S. Exchange Holdings
shall control, directly or indirectly, the Exchange, or facility
thereof, before any amendment to or repeal of any provision of the
U.S. Exchange Holdings COI shall be effective, the same shall be
submitted to the board of directors of the Exchange, and if the same
must be filed with, or filed with and approved by, the Commission
before the same may be effective, under Section 19 of the Act and
the rules promulgated thereunder, then the same shall not be
effective until filed with, or filed with and approved by, the
Commission, as the case may be.
\33\ See supra note 22.
---------------------------------------------------------------------------

Summary
Upon the consummation of the Transactions, including the proposed
changes to the COD, COI, Trust Agreement, ISE Gemini LLC Agreement and
U.S. Exchange Holdings COI (and related resolutions and agreements
ceasing to be rules of the Exchange), the Exchange will continue to
operate and regulate its market and members in the same exact manner as
it did prior to the Transactions. The Transactions will not impair the
ability of ISE Holdings, the Exchange, or any facility thereof, to
carry out their respective functions and responsibilities under the
Act. Moreover, the Transactions will not impair the ability of the
Commission to enforce the Act with respect to the Exchange and its Non-
U.S. Upstream Owners, including each of their directors, officers,
employees and agents, to the extent they are involved in the activities
of the Exchange. As such, the Commission's plenary regulatory authority
over the Exchange will not be affected by the approval of this proposed
rule change.
2. Statutory Basis
The Exchange believes that this proposal is consistent with Section
6(b)of the Act,\34\ in general, and furthers the objectives of Section
6(b)(1) of the Act,\35\ in particular, in that it enables the Exchange
to be so organized as to have the capacity to be able to carry out the
purposes of the Act and to comply, and to enforce compliance by its
exchange members and persons associated with its exchange members, with
the provisions of the Act, the rules and regulations thereunder, and
the rules of the Exchange. The Exchange will operate in the same manner
following the Transactions as it operates today. Thus, the Commission
will continue to have plenary regulatory authority over the Exchange,
as is the case currently with the Exchange. The proposed rule change is
consistent with and will facilitate an ownership structure that will
continue to provide the Commission with appropriate oversight tools to
ensure that the Commission will have the ability to enforce the Act
with respect to the Exchange and its direct and indirect Non-U.S.
Upstream Owners, including each of their directors, officers, employees
and agents, to the extent they are involved in the activities of the
Exchange.
---------------------------------------------------------------------------

\34\ 15 U.S.C. 78s(b).
\35\ 15 U.S.C. 78s(b)(1).
---------------------------------------------------------------------------

The Exchange also believes that this filing furthers the objectives
of Section 6(b)(5) \36\ of the Act because the proposed rule change
would be consistent with and facilitate a governance and regulatory
structure that is designed to prevent fraudulent and manipulative acts
and practices, to promote just and equitable principles of trade, to
foster cooperation and coordination with persons engaged in regulating,
clearing, settling, processing information with respect to, and
facilitating transactions in securities, to remove impediments to, and
perfect the mechanism of a free and open market and a national market
system and, in general, to protect investors and the public interest.
Specifically, the Exchange believes that the proposed rule change will
continue to provide the Commission and the Exchange with access to
necessary information that will allow the Exchange to efficiently and
effectively enforce compliance with the Act, as well as allow the
Commission to provide proper oversight, which will ultimately promote
just and equitable principles of trade and protect investors. In
addition, the Exchange believes that the proposed rule change will
continue to preserve the independence of the Exchange's self-regulatory
function and ensure that the Exchange will be able to obtain any
information it needs in order to detect and deter any fraudulent and
manipulative acts in its marketplace and carry out its regulatory
responsibilities under the Act.
---------------------------------------------------------------------------

\36\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

Approval of this proposed rule change will enable ISE Holdings to
continue its operations and the Exchange to continue its orderly
discharge of regulatory duties to prevent fraudulent and manipulative
acts and practices, to promote just and equitable principles of trade,
to foster cooperation and coordination with persons engaged in
regulating, clearing, settling, processing information with respect to,
and facilitating transactions in securities, to remove impediments to
and perfect the mechanism of a free and open market and a national
market system, and, in general, to protect investors and the public
interest.
Finally, the Exchange is not proposing any significant or novel
regulatory issues, nor is it proposing any changes to the Exchange's
operational or trading structure in connection with the Transactions.
Instead, the Exchange represents that the proposed rule change consists
of administrative amendments to ISE Holdings' COI, COD and the Trust
Agreement (along with changes to the ISE Gemini LLC Agreement related
to distributions; a non-substantive, administrative change to the U.S.
Exchange Holdings COI; and administrative changes with respect to
certain resolutions and agreements in relation to entities that are or
were Non-U.S. Upstream Owners of the Exchange, but whose status as such
has already ceased, or that will cease as a result of the Transactions,
such that the resolutions and agreements will cease to be rules of the
Exchange), and that no changes will be made to other aspects of the
Exchange's organizational documents that were previously approved by
the Commission.

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

In accordance with Section 6(b)(8) of the Act,\37\ the Exchange
believes that the proposed rule change would not impose any burden on
competition that is not necessary or appropriate in furtherance of the
purposes of the Act. The Exchange does not believe that the proposed
rule change implicates any competitive issues. Rather, the Transactions
merely represent a

[[Page 67220]]

restructuring of indirect ownership interests of the Exchange, and will
not involve the introduction of any new direct or indirect owners or
any entity or individual that would have the right to direct the
actions of the Exchange or vote the shares of the Exchange. As such,
the Exchange believes that the proposal is consistent with the Act.
---------------------------------------------------------------------------

\37\ 15 U.S.C. 78f(b)(8).
---------------------------------------------------------------------------

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

The Exchange has not solicited, and does not intend to solicit,
comments on this proposed rule change. The Exchange has not received
any unsolicited written comments from members or other interested
parties.

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

Within 45 days of the publication date of this notice or within
such longer period (1) as the Commission may designate up to 45 days of
such date if it finds such longer period to be appropriate and
publishes its reasons for so finding or (2) as to which the self-
regulatory organization consents, the Commission will:
(A) by order approve or disapprove such Proposed Rule Change; or
(B) institute proceedings to determine whether the Proposed Rule
Change should be disapproved.

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 modified by Amendment No. 1, is consistent with the Act.
Comments may be submitted by any of the following methods:

Electronic Comments

Use the Commission's Internet comment form (https://www.sec.gov/rules/sro.shtml ); or
Send an email to rule-comments@sec.gov. Please include
File Number SR-ISEGemini-2014-24 on the subject line.

Paper Comments

Send paper comments in triplicate to Brent J. Fields,
Secretary, Securities and Exchange Commission, 100 F Street NE.,
Washington, DC 20549-1090.

All submissions should refer to File Number SR-ISEGemini-2014-24. This
file number should be included on the subject line if email is used.
To help the Commission process and review your comments more
efficiently, please use only one method. The Commission will post all
comments on the Commission's Internet Web site (https://www.sec.gov/rules/sro.shtml ). Copies of the submission, all subsequent amendments,
all written statements with respect to the proposed rule change that
are filed with the Commission, and all written communications relating
to the proposed rule change between the Commission and any person,
other than those that may be withheld from the public in accordance
with the provisions of 5 U.S.C. 552, will be available for Web site
viewing and printing in the Commission's Public Reference Room on
official business days between the hours of 10:00 a.m. and 3:00 p.m.
Copies of such filing also will be available for inspection and copying
at the principal offices 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-ISEGemini-2014-24, and should be
submitted on or before December 3, 2014.

For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\38\
---------------------------------------------------------------------------

\38\ 17 CFR 200.30-3(a)(12).
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Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2014-26691 Filed 11-10-14; 8:45 am]
BILLING CODE 8011-01-P

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