31348 Federal Register / Vol. 86, No. 111 / Friday, June 11, 2021 / Notices 

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

2 17 CFR 240.19b–4. 

3References herein to the numbering of particular 

articles will be to the articles as amended. 

Week of June 14, 2021 

There are no meetings scheduled for 

the week of June 14, 2021. 

Week of June 21, 2021—Tentative 

Tuesday, June 22, 2021 

9:00 a.m. Briefing on Transformation 

at the NRC—Midyear Review 

(Public Meeting); (Contact: Maria 

Arribas-Colon: 301–415–6026) 

Additional Information: Due to 

COVID–19, there will be no physical 

public attendance. The public is invited 

to attend the Commission’s meeting live 

by webcast at the Web address—https:// 

video.nrc.gov/. 

Week of June 28, 2021—Tentative 

There are no meetings scheduled for 

the week of June 28, 2021. 

Week of July 5, 2021—Tentative 

There are no meetings scheduled for 

the week of July 5, 2021. 

Week of July 12, 2021—Tentative 

There are no meetings scheduled for 

the week of July 12, 2021. 

Week of July 19, 2021—Tentative 

There are no meetings scheduled for 

the week of July 19, 2021. 

CONTACT PERSON FOR MORE INFORMATION: 

For more information or to verify the 

status of meetings, contact Wesley Held 

at 301–287–3591 or via email at 

Wesley.Held@nrc.gov. The schedule for 

Commission meetings is subject to 

change on short notice. 

The NRC Commission Meeting 

Schedule can be found on the internet 

at: https://www.nrc.gov/public-involve/ 

public-meetings/schedule.html. 

The NRC provides reasonable 

accommodation to individuals with 

disabilities where appropriate. If you 

need a reasonable accommodation to 

participate in these public meetings or 

need this meeting notice or the 

transcript or other information from the 

public meetings in another format (e.g., 

braille, large print), please notify Anne 

Silk, NRC Disability Program Specialist, 

at 301–287–0745, by videophone at 

240–428–3217, or by email at 

Anne.Silk@nrc.gov. Determinations on 

requests for reasonable accommodation 

will be made on a case-by-case basis. 

Members of the public may request to 

receive this information electronically. 

If you would like to be added to the 

distribution, please contact the Nuclear 

Regulatory Commission, Office of the 

Secretary, Washington, DC 20555, at 

301–415–1969, or by email at 

Wendy.Moore@nrc.gov or Tyesha.Bush@

nrc.gov. 

The NRC is holding the meetings 

under the authority of the Government 

in the Sunshine Act, 5 U.S.C. 552b. 

Dated: June 9, 2021. 

For the Nuclear Regulatory Commission. 

Wesley W. Held, 

Policy Coordinator, Office of the Secretary. 

[FR Doc. 2021–12449 Filed 6–9–21; 4:15 pm] 

BILLING CODE 7590–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–92120; File No. SR–ICEEU– 

2021–013] 

Self-Regulatory Organizations; ICE 

Clear Europe Limited; Notice of Filing 

of Proposed Rule Change Relating to 

the ICE Clear Europe Articles of 

Association 

June 7, 2021. 

Pursuant to Section 19(b)(1) of the 

Securities Exchange Act of 1934 

(‘‘Act’’),1 and Rule 19b–4 thereunder,2

notice is hereby given that on May 25, 

2021, ICE Clear Europe Limited (‘‘ICE 

Clear Europe’’ or the ‘‘Clearing House’’) 

filed with the Securities and Exchange 

Commission (‘‘Commission’’) the 

proposed rule changes described in 

Items I, II and III below, which Items 

have been prepared primarily by ICE 

Clear Europe. The Commission is 

publishing this notice to solicit 

comments on the proposed rule change 

from interested persons. 

I. Clearing Agency’s Statement of the 

Terms of Substance of the Proposed 

Rule Change 

ICE Clear Europe Limited (‘‘ICE Clear 

Europe’’ or the ‘‘Clearing House’’) 

proposes to modify its Articles of 

Association (the ‘‘Articles’’). The 

revisions would not involve any 

changes to the ICE Clear Europe 

Clearing Rules or Procedures. 

II. Clearing Agency’s Statement of the 

Purpose of, and Statutory Basis for, the 

Proposed Rule Change 

In its filing with the Commission, ICE 

Clear Europe 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. ICE 

Clear Europe has prepared summaries, 

set forth in sections (A), (B), and (C) 

below, of the most significant aspects of 

such statements. 

(A) Clearing Agency’s Statement of the 

Purpose of, and Statutory Basis for, the 

Proposed Rule Change, Security-Based 

Swap Submission or Advance Notice 

(a) Purpose 

The purpose of the amendments is to 

update the Articles to reflect certain 

changes in the composition of the ICE 

Clear Europe Board and the composition 

and structure of Board committees, to 

clarify certain director independence 

standards, to clarify certain superquorum standards applicable to certain 

actions relating to CDS clearing, to 

revise certain provisions regarding 

directors and to reflect the use of 

gender-neutral language, as discussed in 

more detail herein. 

In article 3,3 definitions of certain 

specific committees would be deleted, 

including the Audit Committee, Board 

Risk Committee, Compensation 

Committee and Nomination Committee, 

and the definition of Committee would 

be revised to generally reference any 

committee constituted by the Board 

under the Articles. Although ICE Clear 

Europe is not proposing to change its 

current committee structure at this time, 

it does not believe the committees need 

to be defined in the Articles. Since the 

Board is authorized to create, modify or 

dissolve committees as it determines to 

be appropriate, the amendments would 

facilitate future changes to the 

committee structure by the Board 

without need to amend the Articles. The 

definition of Product Risk Committee, 

however, would not be removed from 

the Articles because there are references 

to this committee throughout the 

Articles in light of certain specific 

requirements relating to the CDS 

Director. 

In addition, the amendments would 

modify certain other definitions, 

including CDS Director, Committees, 

Independent Director, Risk Committee 

and Super-Quorum Matters. These 

definitions would be updated as 

follows: 

• CDS Director—a sentence would be 

added to the definition to clarify that 

the CDS Director may also meet the 

criteria required of an Independent 

Director, however, for the avoidance of 

doubt they will continue to be classified 

only as a CDS Director. 

• Independent Director—this 

definition would be updated such that 

instead of describing this person as 

independent of the Company and of the 

Clearing House (without further 

definition of independence), the 

definition would require the director to 


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Federal Register / Vol. 86, No. 111 / Friday, June 11, 2021 / Notices 31349 

4Specifically, such legislation would include the 

definition of ‘‘independent member’’ pursuant to 

Article 2(28) of the European Market Infrastructure 

Regulation (EMIR), Regulation (EU) No 648/2012 of 

the European Parliament and of the Council of 4 

July 2012 on OTC derivatives, central 

counterparties and trade repositories as 

incorporated into UK law under the European 

Union (Withdrawal) Act 2018 (UK EMIR). 

5 15 U.S.C. 78q–1. 

6 15 U.S.C. 78q–1(b)(3)(F). 

meet the independence criteria for a 

director, as defined under relevant 

applicable legislation.4

• Risk Committee—this definition 

would be renamed Product Risk 

Committee, and references to this 

committee would be updated 

throughout the Articles. This change 

reflects the correct current name and 

function of this committee (and 

distinguishes the Product Risk 

Committee from other existing risk 

committees). Further, the statement that 

it is composed of directors would be 

deleted as it does not reflect the 

composition of the committee under its 

terms of reference (which includes 

clearing member representatives, among 

others). 

• Super-Quorum Matters—this 

definition would be updated to clarify, 

as a matter of drafting, that such matters 

include the criteria for CDS Clearing 

Membership. A reference to the terms of 

reference for the CDS Risk Committee 

would be updated to the terms of 

reference for the Product Risk 

Committee with responsibility for CDS 

(which is the current name for the 

relevant committee). The amendments 

would also resolve a drafting ambiguity 

by removing the subject and content of 

the Board Resolution as a SuperQuorum Matter as, by current practice, 

not all Board resolutions are SuperQuorum Matters. 

A new article 11 would provide that 

a member shall be deemed present at a 

general meeting if participating by 

telephone or other electronic means and 

all participating members can hear each 

other. 

The amendments would make certain 

revisions to the composition of the 

board and board committees. Amended 

article 26 would provide that one third 

of directors appointed to the board 

should be classed as Independent 

Directors (instead of at least two and not 

more than four), and at least one CDS 

Director would be required to be 

appointed to serve in such a capacity at 

any one time (instead of two). The 

proposed change to the required number 

of CDS Directors follows the retirement 

of one of the previous CDS Directors 

and the determination by the Clearing 

House that it is not necessary to appoint 

a minimum of two CDS Directors to 

serve in such capacity in order to 

adequately address the interests of 

Clearing Members in Clearing House 

governance. In addition to the 

remaining CDS Director, Clearing 

Members would continue to be 

represented through the CDS Product 

Risk Committee which, other than the 

Chair, is composed entirely of 

representatives of Clearing Members. 

The change was approved by the CDS 

Product Risk Committee, and no 

Clearing Members objected to the 

change in the required number of CDS 

Directors. 

In article 27, consistent with the 

changes to the definitions of 

Committees described above, the 

reference to the Nomination Committee 

would be deleted and replaced with 

language referring to a committee 

appointed by the board which would be 

responsible for appointing directors by 

ordinary resolution. Article 28 would be 

amended to reflect the change in article 

26 to require only a single CDS Director. 

Article 30A would be amended to 

delete certain language pertaining to a 

CDS Director’s retirement date that is no 

longer necessary with a single CDS 

Director. In article 32, the reference to 

the Nomination Committee would be 

deleted and replaced with language 

referring to a committee of the board 

appointed to consider retirement of 

directors under the Articles. Likewise, 

article 33 would be amended to delete 

the reference to the Nomination 

Committee and replaced such reference 

with language referring to a committee 

appointed by the board to considering 

the reappointment of an Independent 

Director. 

Article 44, which discusses the 

delegation of directors’ power to certain 

committees, would be amended to 

delete references to the specific 

committees that were deleted from 

article 3 (i.e., the Risk Committee(s), an 

Audit Committee, a Board Risk 

Committee, a Nominations Committee 

and a Compensation Committee). 

Amended Article 49 would clarify 

that directors may be paid certain 

expenses that are reasonable and the 

amendments would remove the 

requirement that this be subject to board 

approval as such expenses would be 

approved by the ICE Clear Europe 

President. 

Amendments to article 59(a) would 

clarify the operation of the superquorum requirement for Super-Quorum 

Matters, which relate to CDS Contracts 

including to reflect the requirement to 

only have one CDS Director. For such 

matters, if a CDS Director has been 

appointed, such director must be 

present at the meeting, together with the 

normal quorum of a majority of the 

directors serving on the board at the 

time. The amendments would add a 

defined term for ‘‘Super-Quorum’’ and 

make revisions throughout the Articles 

to use such term as appropriate. The 

amendments also clarify that the CDS 

director must be present at the present 

for a super-quorum meeting, but need 

not vote in favor of the resolution. 

Amendments to article 59(b) would 

state explicitly that in order for a 

quorum to be met for non-super-quorum 

matters, the required directors must be 

present at the meeting. Article 59(c) 

would be amended to clarify that for 

super-quorum matters that need to be 

resolved in an emergency, the presence 

of a CDS Director is not necessary. The 

amendments would also clarify that 

whether an emergency exists for this 

purpose is to be determined by the 

President or their delegate. 

Similarly, article 59A, would be 

revised to clarify that where SuperQuorum matters have to be adjourned to 

a subsequent meeting because no CDS 

Director is present, the subsequent 

meeting must have a quorum present at 

the meeting but need not include a CDS 

Director. 

Throughout the Articles, various 

provisions would be amended to use 

gender-neutral language. Certain nonsubstantive typographical and similar 

corrections would also be made. 

Various articles would be renumbered 

due to the changes discussed above. 

(b) Statutory Basis 

ICE Clear Europe believes that the 

proposed amendments to the Articles 

are consistent with the requirements of 

Section 17A of the Act 5 and the 

regulations thereunder applicable to it. 

In particular, Section 17A(b)(3)(F) of the 

Act 6 requires, among other things, that 

the rules of a clearing agency be 

designed to promote the prompt and 

accurate clearance and settlement of 

securities transactions and, to the extent 

applicable, derivative agreements, 

contracts, and transactions, the 

safeguarding of securities and funds in 

the custody or control of the clearing 

agency or for which it is responsible, 

and the protection of investors and the 

public interest. The proposed changes 

are designed to clarify and update 

certain aspects of ICE Clear Europe’s 

Articles, particularly around board 

committees, the number of CDS 

Directors, and the application of certain 

super-quorum requirements applicable 

to matters relating to CDS Contracts. 

The amendments are intended to 

facilitate use of board committees where 


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31350 Federal Register / Vol. 86, No. 111 / Friday, June 11, 2021 / Notices 

7 15 U.S.C. 78q–1. 

8 15 U.S.C. 78q–1(b)(3)(C). 

9Under UK EMIR Article 28, ICE Clear Europe is 

required to ensure that the Client Risk Committee 

maintains Clearing Member and client 

representation. 

10 15 U.S.C. 78q–1(b)(3)(C). 

11 17 CFR 240.17 Ad–22(e)(2)(i). 12 17 CFR 240.17 Ad–22(e)(2). 

appropriate, without need to update the 

Articles. The amendments reduce the 

required number of CDS Directors to 

one, and clarify the operation of the 

CDS super-quorum requirements in 

light of that change. In ICE Clear 

Europe’s view, these amendments 

would enhance and streamline the 

clearing house’s overall governance 

framework, and thus facilitate the 

efficient operation of the clearing house 

and the prompt and accurate clearance 

and settlement of transactions and the 

public interest, within the meaning of 

the Act. For these reasons, the 

amendments would also promote 

governance arrangements that are clear 

and transparent to fulfill the public 

interests requirements in Section 17A of 

the Act 7 applicable to clearing agencies, 

support the objectives of owners and 

participants and promote the 

effectiveness of the clearing agency’s 

risk management procedures. 

Further, Section 17A(b)(3)(C) of the 

Act 8 requires that the rules of a clearing 

agency ‘‘assure a fair representation of 

its shareholders (or members) and 

participants in the selection of its 

directors and administration of its 

affairs.’’ Following the proposed 

amendments, Clearing Members will 

continue to be represented on the Board 

by the existing CDS Director and the 

Articles will continue to require the 

appointment of at least one CDS 

Director to the Board. In addition, the 

interests of Clearing Members will 

continue to be represented through the 

F&O and CDS Product Risk Committees 

and the Client Risk Committee. The 

majority of the members of all the three 

committees are Clearing Member 

representatives.9 As such, ICE Clear 

Europe believes its governance 

arrangements, as modified by the 

amendments to the Articles, will 

continue to provide a fair representation 

of its shareholders and participants in 

the selection of its directors and 

administration of its affairs, within the 

meaning of Section 17A(b)(3)(C).10

Rule 17Ad–22(e)(2)(i) 11 requires 

clearing agencies to establish reasonably 

designed policies and procedures to 

provide for governance arrangements 

that are clear and transparent. The 

proposed amendments to the Articles 

more clearly set out the composition of 

the board and board committees, the 

appointment of directors, delegation of 

directors’ powers and requirements 

relating to a quorum and super-quorum. 

ICE Clear Europe believes that the 

amendments to the Articles are 

therefore consistent with the 

requirements of Rule 17Ad–22(e)(2).12

(B) Clearing Agency’s Statement on 

Burden on Competition 

ICE Clear Europe does not believe the 

proposed amendments would have any 

impact, or impose any burden, on 

competition not necessary or 

appropriate in furtherance of the 

purposes of the Act. The amendments 

are being adopted to further strengthen 

Clearing House governance 

arrangements by more clearly setting out 

requirements relating to the 

composition of the board and board 

committees, the appointment of 

directors, delegation of directors’ 

powers and meeting quorum and superquorum requirements. The amendments 

do not affect any terms or conditions of 

cleared contracts, and are not intended 

to affect directly Clearing Members or 

market participants, or the markets for 

cleared products. As a result, ICE Clear 

Europe does not otherwise believe the 

amendments would affect the costs of or 

access to clearing, or the market for 

clearing services generally. Therefore, 

ICE Clear Europe does not believe the 

proposed rule change imposes any 

burden on competition that is 

inappropriate in furtherance of the 

purposes of the Act. 

(C) Clearing Agency’s Statement on 

Comments on the Proposed Rule 

Change Received From Members, 

Participants or Others 

Written comments relating to the 

proposed amendments have not been 

solicited or received by ICE Clear 

Europe. ICE Clear Europe will notify the 

Commission of any written comments 

received with respect to the proposed 

rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change, Security-Based 

Swap Submission and Advance Notice 

and Timing for Commission Action 

Within 45 days of the date of 

publication of this notice in the Federal 

Register or within such longer period 

up to 90 days (i) as the Commission may 

designate if it finds such longer period 

to be appropriate and publishes its 

reasons for so finding or (ii) as to which 

the self-regulatory organization 

consents, the Commission will: 

(A) By order approve or disapprove 

the 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, security-based swap submission 

or advance notice is consistent with the 

Act. Comments may be submitted by 

any of the following methods: 

Electronic Comments 

• Use the Commission’s internet 

comment form (http://www.sec.gov/ 

rules/sro.shtml) or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

ICEEU–2021–013 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Secretary, Securities and Exchange 

Commission, 100 F Street NE, 

Washington, DC 20549–1090. 

All submissions should refer to File 

Number SR–ICEEU–2021–013. 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 website (http://www.sec.gov/ 

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change, security-based swap submission 

or advance notice that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change, security-based 

swap submission or advance notice 

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 website viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE, 

Washington, DC 20549, on official 

business days between the hours of 

10:00 a.m. and 3:00 p.m. Copies of such 

filings will also be available for 

inspection and copying at the principal 

office of ICE Clear Europe and on ICE 

Clear Europe’s website at https://

www.theice.com/clear-europe/ 

regulation. 

All comments received will be posted 

without change. Persons submitting 

comments are cautioned that we do not 

redact or edit personal identifying 

information from comment submissions. 

You should submit only information 

that you wish to make available 


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Federal Register / Vol. 86, No. 111 / Friday, June 11, 2021 / Notices 31351 

13 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. 

4The Exchange originally filed to amend the Fee 

Schedule on May 3, 2021 (SR–NYSEAmer–2021– 

25), then withdrew and refiled on May 12, 2021 

(SR–NYSEAmer–2021–27) and May 21, 2021 (SR– 

NYSEAmer–2021–28), which latter filing the 

Exchange withdrew on June 2, 2021. 

5See, e.g., Nasdaq PHLX LLC (‘‘Phlx’’) Pricing 

Schedule, available at: https://

listingcenter.nasdaq.com/rulebook/phlx/rules/ 

Phlx%20Options%207 (providing $0.35 per 

contract rate for manual transactions by market 

makers); Cboe Exchange, Inc. (‘‘Cboe’’) Fee 

Schedule, available at: https://cdn.cboe.com/ 

resources/membership/Cboe_FeeSchedule.pdf 

(providing $0.35 per contract rate for manual 

transactions by market makers). 

6See Fee Schedule, Section III.C. (setting forth 

the Rights Fee assessed on each issue in a 

Specialist’s allocation, with rates based on the 

Average National Daily Customer Contracts). 

7See Fee Schedule, Section I.D. 

8Based on the proposed $0.35 and $0.30 per 

contract rates for Market Maker and Specialist 

Manual transactions, respectively, Market Makers 

who participate in the Prepayment Program would, 

as proposed, receive a discounted rate of $0.33 per 

contract on Manual transactions, and Specialists 

who participate in the Prepayment Program would 

receive a discounted rate of $0.29 per contract on 

Manual transactions. 

9 15 U.S.C. 78f(b). 

10 15 U.S.C. 78f(b)(4) and (5). 

publicly. All submissions should refer 

to File Number SR–ICEEU–2021–013 

and should be submitted on or before 

July 2, 2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.13

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–12247 Filed 6–10–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–92122; File No. SR– 

NYSEAMER–2021–30] 

Self-Regulatory Organizations; NYSE 

American LLC; Notice of Filing and 

Immediate Effectiveness of a Proposed 

Rule Change To Modify the NYSE 

American Options Fee Schedule 

June 7, 2021. 

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 June 2, 

2021, NYSE American LLC (‘‘NYSE 

American’’ or the ‘‘Exchange’’) filed 

with the Securities and Exchange 

Commission (the ‘‘Commission’’) the 

proposed rule change as described in 

Items I, II, and III below, which Items 

have been prepared by the selfregulatory 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 to modify the 

NYSE American Options Fee Schedule 

(‘‘Fee Schedule’’) regarding the charges 

applicable to Manual transactions by 

NYSE American Options Market 

Makers, Specialists, and e-Specialists. 

The Exchange proposes to implement 

the fee change effective June 2, 2021.4

The proposed rule change is available 

on the Exchange’s website 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 purpose of this filing is to modify 

Section I.A. of the Fee Schedule 

regarding the charges for Manual 

transactions by NYSE American Options 

Market Makers, Specialists, and eSpecialists. Currently, NYSE American 

Options Market Makers (‘‘Market 

Makers’’) are charged $0.25 per contract 

for Manual transactions; Specialists and 

e-Specialists (collectively, ‘‘Specialists’’) 

are charged $0.18 per contract for 

Manual transactions. The Exchange 

proposes to modify the rates charged for 

Manual transactions to $0.35 per 

contract for Market Makers and $0.30 

per contract for Specialists. The 

proposed rate for Market Makers is 

competitive and intended to align the 

Exchange’s fees for Manual transactions 

by Market Makers with those charged by 

other markets.5 The proposed rate for 

Specialists would reduce the existing 

disparity between rates charged to 

Specialists and Market Makers from 

seven cents ($0.07) to five ($0.05), 

which disparity the Exchange believes 

continues to be justified given the 

additional fees imposed on Specialists.6

The Exchange also proposes to modify 

Footnote 6 to Section 1.A. of the Fee 

Schedule, which provides that 

participants in the Prepayment 

Program 7 will pay reduced rates for 

Manual transactions. Specifically, the 

Exchange proposes to modify Footnote 

6 to clarify that Market Makers and 

Specialists who participate in the 

Prepayment Program will receive a per 

contract discount on Manual 

transactions, instead of setting forth a 

specific per contract charge. Currently, 

Footnote 6 provides that Market Makers 

who participate in the Prepayment 

Program are charged $0.23 per contract 

for Manual transactions (representing a 

$0.02 discount on the current $0.25 per 

contract rate applicable to Market 

Makers), and Specialists who participate 

in the Prepayment Program are charged 

$0.17 per contract for Manual 

transactions (which represents a $0.01 

discount on the current $0.18 per 

contract rate applicable to Specialists). 

The Exchange proposes to revise this 

footnote to specify that Market Makers 

that participate in the Prepayment 

Program will receive a $0.02 discount 

on the per contract rate for Manual 

transactions, and Specialists that 

participate in the Prepayment Program 

will receive a $0.01 discount on the per 

contract rate for Manual transactions.8

The Exchange proposes this 

modification to the Fee Schedule to 

clarify the nature of the discount 

available to Market Makers and 

Specialists who participate in the 

Prepayment Program and to simplify the 

Fee Schedule in the event of any future 

changes to the rates applicable to 

Manual transactions by Market Makers 

and/or Specialists. 

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

Section 6(b) of the Act,9 in general, and 

furthers the objectives of Sections 

6(b)(4) and (5) of the Act,10 in particular, 

because it provides for the equitable 

allocation of reasonable dues, fees, and 

other charges among its members, 

issuers and other persons using its 

facilities and does not unfairly 

discriminate between customers, 

issuers, brokers or dealers. 

The Proposed Rule Change Is 

Reasonable 

The Exchange operates in a highly 

competitive market. The Commission 

has repeatedly expressed its preference 


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