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7 17 CFR 200.30–3(a)(12). 

1 15 U.S.C. 78s(b)(1). 

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

4See 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’’). 

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. 

8See Securities and Exchange Act Release No. 

56955 (December 13, 2007); 72 FR 71979 (December 

19, 2007) (SR–ISE–2007–101). 

9Eurex Zu ̈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’’. 

10See Securities and Exchange Act Release No. 

59135 (December 22, 2008); 73 FR 79954 (December 

30, 2008) (SR–ISE–2008–85). 

11See Securities and Exchange Act Release No. 

60651 (September 11, 2009); 74 FR 47827 

(September 17, 2009) (File Nos. 10–193 and 10– 

194). 

12See Securities and Exchange Act Release No. 

61698 (March 12, 2010); 75 FR 13151 (March 18, 

2010) (approving File Nos. 10–194 and 10–196). 

13 ISE Holdings would continue to be the sole 

member of ISE. 

14See 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 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.7

Elizabeth M. Murphy, 

Secretary. 

[FR Doc. 2012–9969 Filed 4–24–12; 8:45 am] 

BILLING CODE 8011–01–P 

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 Bo ̈rse AG (‘‘Deutsche Bo ̈rse’’), 

granting Deutsche Bo ̈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. 

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. 

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 

Zu ̈rich AG (‘‘Eurex Zu ̈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 Bo ̈rse, the ‘‘German 

Upstream Owners’’).8 Eurex Frankfurt is 

a wholly-owned subsidiary of Eurex 

Zu ̈rich 9 which, in turn, is currently 

jointly owned by Deutsche Bo ̈rse and 

SIX. SIX is owned by SIX Group AG 

(‘‘SIX Group’’). 

On December 23, 2008, ISE merged 

the ISE Stock Exchange, LLC, with and 

into Maple Merger Sub, LLC, a whollyowned 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. 

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

On June 7, 2011, Deutsche Bo ̈rse, SIX 

Group, and SIX signed a definitive 

agreement for the Transaction, which 

would give Deutsche Bo ̈rse a 100% 

indirect ownership interest in the 

currently jointly-owned Eurex Zu ̈rich. 

Deutsche Bo ̈rse currently has a 50% 

direct ownership interest in Eurex 

Zu ̈rich. After the Transaction closes, 

Deutsche Bo ̈rse would also have a 100% 

direct ownership interest in EGD, which 

would have a 50% direct ownership 

interest in Eurex Zu ̈rich.13 Accordingly, 

SIX and SIX Group would no longer 

have an indirect ownership interest in 

the Exchanges. 

Section 19(b) of the Act and Rule 

19b–4 thereunder require a selfregulatory 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 


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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. 

15See 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. 

16The 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 

Zu ̈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 Zu ̈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). 

18Holdings 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). 

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). 

21Resolution 4. 

22 Id. 

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

B. EGD 

Following the Transaction, Deutsche 

Bo ̈rse will have a 100% direct 

ownership interest in EGD, which will 

have a 50% direct ownership interest in 

Eurex Zu ̈rich which, in turn, has a 

100% indirect ownership interest in ISE 

Holdings. Eurex Frankfurt and Deutsche 

Bo ̈rse are stock corporations organized 

under the laws of the Federal Republic 

of Germany. Eurex Zu ̈rich is a stock 

corporation organized under the laws of 

the Swiss Confederation. 

EGD, as a 50% owner of Eurex Zu ̈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. 

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

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

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 B%, 45%, 50%, or 66 

o or more of the shares of stock thenoutstanding shares of stock of EGD.22

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 


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23Resolution 1. 

24Resolutions 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. 

25Resolution 7(f). 

26Resolution 5, 7(d), and 8(d). 

27The Commission believes that any nonregulatory use of such information would be for a 

commercial purpose. 

28Resolutions 6, 7(e), and 8(e). 

29Resolution 3. See infra note 38 and 

accompanying text. 

30 Id. 

31Resolutions 2, 7(b), and 8(b). 

32See 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. 

33 15 U.S.C. 78s. 

34Resolution 11. 

35Resolution 1, 3(b), 6, 7(a), 7(e), 8(a), 8(e), and 

9. The transmission of information between EGD 

and Eurex Zu ̈rich is provided for in the Agreement 

and Consent. 

36See 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.’’ 

37Application 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. 

38The 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 Zu ̈rich that are responsive to 

the Commission’s requests for information. The 

same Procedure would continue to apply with 

respect to information from Eurex Zu ̈rich. 

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 selfregulatory function of the Exchanges.26

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 selfregulatory 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

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

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 Bo ̈rse, 

Eurex Frankfurt, Eurex Zu ̈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

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. 

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 Zu ̈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 Zu ̈rich and the 

FINMA, through its oversight of Eurex 

Zu ̈rich as a regulated legal entity, where 

necessitated by Swiss law.35

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

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 Zu ̈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 Zu ̈rich.38

Notwithstanding this Procedure, EGD 

would remain fully responsible for 

meeting all of its obligations as an 

owner of the Exchanges. 

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 


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39See supra note 29. 

40 15 U.S.C. 78q. 

41 17 CFR 240.17a–1(b). 

42 15 U.S.C. 78s(h). 

43See 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. 

44 15 U.S.C. 78t(a). 

45 15 U.S.C. 78t(e). 

46 15 U.S.C. 78u–3. 

47Under 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. 

48Under the Trust, 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 Previous 

Resolutions or the Resolution any material respect. 

49Under 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. 

50Under the Trust, the term ‘‘Trust Beneficiary’’ 

means U.S. Exchange Holdings. 

51 17 CFR 240.19b–4. 

52 15 U.S.C. 78s(b). 

53See Amended and Restated Certificate of 

Incorporation of ISE Holdings, Article FOURTH, 

Section III, and Amended and Restated Bylaws of 

ISE Holdings, Article XI. 

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

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

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. 

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. 

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. 

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. 

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. 

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

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

Acting pursuant to this waiver 

provision, the Holdings Board has 

approved the amendment to the Bylaws 


pmangrum on DSK3VPTVN1PROD with NOTICES
24756 Federal Register / Vol. 77, No. 80 / Wednesday, April 25, 2012 / Notices 

55See EDGA Notice at 15416; ISE Notice at 15420; 

EDGX Notice at 15425. 

56See EDGA Notice at 15416; ISE Notice at 15421; 

EDGX Notice at 15425. 

57See supra notes 23–31 and accompanying text. 

58The 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. 

59 15 U.S.C. 78s(b)(2). 60 17 CFR 200.30–3(a)(12). 

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. 

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

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’ selfregulatory functions from EGD and 

Deutsche Bo ̈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. 

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

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. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.60

Elizabeth M. Murphy, 

Secretary. 

[FR Doc. 2012–9929 Filed 4–24–12; 8:45 am] 

BILLING CODE 8011–01–P 

SMALL BUSINESS ADMINISTRATION 

[Disaster Declaration #13063 and #13064] 

Texas Disaster #TX–00387 

AGENCY: U.S. Small Business 

Administration. 

ACTION: Notice. 

SUMMARY: This is a notice of an 

Administrative declaration of a disaster 

for the State of Texas dated 04/17/2012. 

Incident: Multiple Tornadoes, Hail 

and Severe Weather. 

Incident Period: 04/03/2012. 

Effective Date: 04/17/2012. 

Physical Loan Application Deadline 

Date: 06/18/2012. 

Economic Injury (EIDL) Loan 

Application Deadline Date: 01/17/2013. 

ADDRESSES: Submit completed loan 

applications to: U.S. Small Business 

Administration, Processing and 

Disbursement Center, 14925 Kingsport 

Road, Fort Worth, TX 76155. 

FOR FURTHER INFORMATION CONTACT: 

A. Escobar, Office of Disaster 

Assistance, U.S. Small Business 

Administration, 409 3rd Street SW., 

Suite 6050, Washington, DC 20416. 

SUPPLEMENTARY INFORMATION: Notice is 

hereby given that as a result of the 

Administrator’s disaster declaration, 

applications for disaster loans may be 

filed at the address listed above or other 

locally announced locations. 

The following areas have been 

determined to be adversely affected by 

the disaster: 

Primary Counties: 

Dallas, Kaufman, Tarrant. 

Contiguous Counties: 

Texas: Collin, Denton, Ellis, 

Henderson, Hunt, Johnson, Parker, 

Rockwall, Van Zandt, Wise. 

The Interest Rates are: 

Percent 

For Physical Damage: 

Homeowners With Credit 

Available Elsewhere .......... 3.750 

Homeowners Without Credit 

Available Elsewhere .......... 1.875 

Businesses With Credit Available Elsewhere .................. 6.000 

Percent 

Businesses Without Credit 

Available Elsewhere .......... 4.000 

Non-Profit Organizations With 

Credit Available Elsewhere 3.125 

Non-Profit Organizations 

Without Credit Available 

Elsewhere .......................... 3.000 

For Economic Injury: 

Businesses & Small Agricultural Cooperatives Without 

Credit Available Elsewhere 4.000 

Non-Profit Organizations 

Without Credit Available 

Elsewhere .......................... 3.000 

The number assigned to this disaster 

for physical damage is 13063C and for 

economic injury is 130640. 

The State which received an EIDL 

Declaration # is Texas. 

(Catalog of Federal Domestic Assistance 

Numbers 59002 and 59008) 

Dated: April 17, 2012. 

Karen G. Mills, 

Administrator. 

[FR Doc. 2012–9940 Filed 4–24–12; 8:45 am] 

BILLING CODE 8025–01–P 

SOCIAL SECURITY ADMINISTRATION 

[Docket No. SSA 2011–0084] 

Privacy Act of 1974, as Amended; 

Computer Matching Program (SSA/ 

Department of Labor (DOL))—Match 

Number 1003 

AGENCY: Social Security Administration 

(SSA). 

ACTION: Notice of a renewal of an 

existing computer matching program 

due to expire on May 31, 2012. 

SUMMARY: In accordance with the 

provisions of the Privacy Act, as 

amended, this notice announces a 

renewal of an existing computer 

matching program that we are currently 

conducting with DOL. Also published 

today in a separate notice in the Federal 

Register, you will find an 

announcement of a new computer 

matching program (Match #1015). 

DATES: We will file a report of the 

subject matching program with the 

Committee on Homeland Security and 

Governmental Affairs of the Senate; the 

Committee on Oversight and 

Government Reform of the House of 

Representatives; and the Office of 

Information and Regulatory Affairs, 

Office of Management and Budget 

(OMB). The matching program will be 

effective as indicated below. 

ADDRESSES: Interested parties may 

comment on this notice by either 

telefaxing to (410) 966–0869 or writing 


pmangrum on DSK3VPTVN1PROD with NOTICES